AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
ON MAY 7, 2009

REGISTRATION NO. 333-158025

================================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM N-14

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

[X] PRE-EFFECTIVE AMENDMENT NO. 1 [ ] POST-EFFECTIVE AMENDMENT NO.
(Check appropriate Box or Boxes)

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

151 DETROIT STREET, DENVER, COLORADO 80206-4805
(Address of Principal Executive Offices)

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

STEPHANIE GRAUERHOLZ-LOFTON, ESQ.
151 DETROIT STREET
DENVER, COLORADO 80206-4805
(Name and Address of Agent for Service)

WITH COPIES TO:

GEOFFREY R.T. KENYON, ESQ. BRUCE A. ROSENBLUM, ESQ.
DECHERT LLP K&L GATES LLP
200 CLARENDON STREET, 27TH FLOOR 1601 K. STREET N.W.
BOSTON, MASSACHUSETTS 02116 WASHINGTON, D.C. 20006

APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING: As soon as practicable after
this Registration Statement becomes effective under the Securities Act of 1933.

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

No filing fee is required because an indefinite number of shares of
beneficial interest with $0.01 par value, of the Registrant have previously been
registered pursuant to Section 24(f) of the Investment Company Act of 1940, as
amended.

================================================================================

FOR SHAREHOLDERS OF
JANUS ADVISER PERKINS SMALL
COMPANY VALUE FUND
(JANUS LOGO)

May 11, 2009

Dear Shareholder:

The Board of Trustees for Janus Adviser Perkins Small Company Value Fund
("Small Company Value Fund"), a series of Janus Adviser Series ("JAD Trust"),
recently authorized Janus Capital Management LLC ("Janus Capital") to reorganize
Small Company Value Fund with and into Perkins Small Cap Value Fund ("Small Cap
Value Fund," and together with Small Company Value Fund, the "Funds" and each, a
"Fund"), a series of Janus Investment Fund (the "JIF Trust") (the
"Reorganization"). It is expected that the Reorganization will be completed on
or about July 2, 2009 (the "Closing Date") at which time you will receive shares
of Small Cap Value Fund approximately equivalent in dollar value to your shares
in Small Company Value Fund as of the Closing Date.

You are not being asked to vote on, or take any other action in connection
with the Reorganization. Immediately after the Closing Date, your assets will
automatically be invested in Small Cap Value Fund, which has the same investment
objective and substantially similar strategies, policies and risks as Small
Company Value Fund, and both Funds are subadvised by Perkins Investment
Management LLC.

As explained in greater detail below and in the attached materials, the
Reorganization is part of a larger effort by Janus Capital to reorganize and
simplify its mutual fund platform. Janus Capital believes that these efforts
will provide both meaningful short- and long-term benefits to Janus fund
shareholders, and will enable Janus Capital to manage and operate its mutual
fund platform more effectively and more efficiently. The following provides a
summary of the broad effort Janus Capital is undertaking, and the actions Janus
Capital will be executing in the months ahead.

Janus Capital has historically organized its retail mutual funds into two
separate and distinct corporate structures, called "trusts." The original mutual
fund trust, the JIF Trust, was designed to offer shares using only one no-load
pricing model to primarily meet the needs of the self-directed investor. In
2000, your trust, the JAD Trust, was introduced to offer multi-class pricing to
facilitate the sale of shares of Janus mutual funds through Janus Capital's
network of third-party intermediaries. The two trusts have very similar product
offerings that are managed by the same portfolio managers or investment teams
and backed by the same research teams. In response to changing market conditions
and investor movement towards advice-driven channels, Janus Capital believes
that it is in the best interests of all fund shareholders to reorganize your
trust and create one combined mutual fund platform with multi-share class
pricing that is designed to meet the needs of various types of investors. To
that end, Janus Capital has proposed, and the Board of Trustees of the Janus
funds has approved, merging each

fund of the JAD Trust into the similarly managed fund in the JIF Trust,
including the merger of Small Company Value Fund into Small Cap Value Fund.

The impact of the Reorganization on you and your Fund is discussed in
detail in the attached materials. As a general matter, Janus Capital's efforts
to reorganize and simplify its mutual fund platform are expected to benefit
Janus fund shareholders in the following ways:

- The reorganizations provide Janus fund shareholders with the opportunity
to continue to invest in a Janus mutual fund offering the same or
substantially similar investment objective, strategies, policies and
risks, and with the same portfolio management, as their current fund, but
as part of an enhanced fund platform;

- Janus Capital will have the opportunity to operate its platform more
efficiently, providing the potential to reduce possible inefficiencies
arising from having similarly managed mutual funds in the same fund
complex;

- Janus Capital's evolving distribution model will permit different types
of shareholders to invest in the same Janus fund providing shareholders
more investment options and the opportunity to invest in funds that have
a more stable asset base.

In addition, each merger, including the Reorganization, is designed to
qualify as a tax-free reorganization, so fund shareholders should not realize a
tax gain or loss as a direct result of the merger, nor will any fund shareholder
pay any fees related to the merger.

Additional details about the Reorganization are described in the enclosed
Q&A and Prospectus/Information Statement. For information about other available
options, please contact your broker-dealer, plan sponsor, or financial
intermediary or call a Janus representative at 1-800-525-0020. If you currently
own Class S Shares of Small Company Value Fund (previously named "Berger Small
Cap Value Fund II - Investor Shares") directly with Janus Capital, call a Janus
representative at 1-800-525-3713.

We value the trust and confidence you have placed with us and look forward
to continuing our relationship with you.

Sincerely,

/s/ Robin C. Beery

Robin C. Beery

Chief Executive Officer and President of

Janus Adviser Series

PROSPECTUS/INFORMATION STATEMENT

MAY 11, 2009

TABLE OF CONTENTS

<Table>

INTRODUCTION............................................ 1
SYNOPSIS................................................ 5
Investment Objectives, Strategies, Restrictions and
Risks.............................................. 11
Comparison of Fees and Expenses....................... 22
Comparison of Fund Performance........................ 29
Distribution and Purchase Procedures, Exchange Rights,
and Redemption Procedures.......................... 33
Calculation of Net Asset Value........................ 33
Dividends and Distributions........................... 33
Frequent Purchases and Redemptions.................... 34
Taxes................................................. 34
Distribution Arrangements............................. 34
THE REORGANIZATION...................................... 34
The Plan.............................................. 34
Reasons for the Reorganization........................ 35
Federal Income Tax Consequences....................... 37
Capitalization........................................ 40
Other Comparative Information about the Funds......... 41
Investment Adviser................................. 41
Management Expenses................................ 43
Administrative Services Fees....................... 46
Subadviser......................................... 47
Investment Personnel............................... 47
Securities to Be Issued, Key Differences in
Shareholder Rights................................. 48
ADDITIONAL INFORMATION.................................. 51
Share Ownership....................................... 51
Trustees and Officers................................. 53
Independent Registered Public Accounting Firm......... 53
Legal Matters......................................... 54
Information Available Through the SEC................. 54
APPENDICES
Appendix A - Form of Agreement and Plan of
Reorganization..................................... A-1
Appendix B - Other Investment Techniques and Related
Risks of the Funds................................. B-1
Appendix C - Shareholder's Guide...................... C-1
Appendix D - Legal Matters............................ D-1
</Table>

PROSPECTUS/INFORMATION STATEMENT
MAY 11, 2009

RELATING TO THE ACQUISITION OF THE ASSETS OF

JANUS ADVISER PERKINS SMALL COMPANY VALUE FUND
(FORMERLY NAMED JANUS ADVISER SMALL COMPANY VALUE FUND)
A SERIES OF JANUS ADVISER SERIES
151 DETROIT STREET
DENVER, COLORADO 80206-4805
1-800-525-0020

BY AND IN EXCHANGE FOR SHARES OF BENEFICIAL INTEREST OF

PERKINS SMALL CAP VALUE FUND
(FORMERLY NAMED JANUS SMALL CAP VALUE FUND)
A SERIES OF JANUS INVESTMENT FUND
151 DETROIT STREET
DENVER, COLORADO 80206-4805
1-800-525-3713

INTRODUCTION

This Prospectus/Information Statement is being furnished to shareholders of
Janus Adviser Perkins Small Company Value Fund ("Small Company Value Fund"), a
series of Janus Adviser Series (the "JAD Trust"), in connection with an
Agreement and Plan of Reorganization (the "Plan"). Under the Plan, shareholders
of Small Company Value Fund will receive shares of Perkins Small Cap Value Fund
("Small Cap Value Fund," and together with Small Company Value Fund, the "Funds"
and each, a "Fund"), a corresponding series of Janus Investment Fund (the "JIF
Trust") (the "Reorganization"). It is expected that the Reorganization will be
completed on or about July 2, 2009 (the "Closing Date"). As described more fully
in this Prospectus/Information Statement, the Reorganization is one of several
reorganizations that will take place among various Janus funds.

Pursuant to the Plan, all or substantially all of the assets of Small
Company Value Fund will be transferred to Small Cap Value Fund, a Fund also
managed by Janus Capital Management LLC ("Janus Capital"), in exchange for
shares of beneficial interest of Small Cap Value Fund and the assumption by
Small Cap Value Fund of all of the liabilities of Small Company Value Fund, as
described more fully below. As a result of the Reorganization, each shareholder
of Small Company Value Fund will receive a number of full and fractional shares
of Small Cap Value Fund approximately equal in value to their holdings in Small
Company Value Fund as of the Closing Date. After the Reorganization is
completed, Small Company Value Fund will be liquidated.

Small Cap Value Fund is a series of the JIF Trust, an open-end, registered
management investment company organized as a Massachusetts business trust. Small
Company Value Fund is a series of the JAD Trust, an open-end, registered
management investment company organized as a Delaware statutory trust. Small
Company Value

Fund and Small Cap Value Fund are each classified as a diversified series within
the meaning of the Investment Company Act of 1940, as amended (the "1940 Act").
The investment objective of both Small Company Value Fund and Small Cap Value
Fund is to seek capital appreciation.

Janus Capital will remain the investment adviser and Perkins Investment
Management LLC ("Perkins") (formerly named Perkins, Wolf, McDonnell and Company,
LLC) will remain the subadviser of Small Cap Value Fund after the
Reorganization. Perkins is responsible for the day-to-day management of Small
Company Value Fund's and Small Cap Value Fund's investment portfolios and
furnishes continuous advice and recommendations concerning each Fund's
investments subject to the general oversight of Janus Capital. As one of the
larger mutual fund sponsors in the United States, Janus Capital sponsored 73
mutual funds and had approximately $110.9 billion in assets under management as
of March 31, 2009. The Reorganization will offer shareholders continuity in
portfolio management while giving them continued access to Janus Capital's and
Perkins' experience and resources in managing mutual funds.

This Prospectus/Information Statement, which you should read carefully and
retain for future reference, sets forth concisely the information that you
should know about Small Cap Value Fund, Small Company Value Fund and the
Reorganization. This Prospectus/Information Statement is being mailed on or
about May 15, 2009.

INCORPORATION BY REFERENCE

For more information about the investment objectives, strategies,
restrictions and risks of Small Cap Value Fund and Small Company Value Fund,
see:

i. the Prospectus of Small Company Value Fund, Class A and Class C
Shares, dated November 28, 2008, as supplemented (File No. 333-33978);

ii. the Prospectus of Small Company Value Fund, Class I Shares, dated
November 28, 2008, as supplemented (File No. 333-33978);

iii. the Prospectus of Small Company Value Fund, Class R Shares, dated
November 28, 2008, as supplemented (File No. 333-33978);

iv. the Prospectus of Small Company Value Fund, Class S Shares, dated
November 28, 2008, as supplemented (File No. 333-33978);

v. the Prospectus of Small Cap Value Fund, Investor Shares, dated
February 27, 2009, as supplemented (File No. 002-34393);

vi. the Statement of Additional Information of Small Company Value Fund,
dated November 28, 2008, as supplemented (File No. 333-33978);

vii. the Annual Report of Small Company Value Fund for the fiscal year
ended July 31, 2008 (File No. 811-09885);

viii. the unaudited Semiannual Report of Small Company Value Fund for the
fiscal period ended January 31, 2009 (File No. 811-09885);

ix. the Statements of Additional Information of Small Cap Value Fund,
dated February 27, 2009, as supplemented (File No. 002-34393);

x. the Annual Report of Small Cap Value Fund for the fiscal year ended
October 31, 2008 (File No. 811-01879); and

xi. the unaudited Semiannual Report of Small Cap Value Fund for the fiscal
period ended April 30, 2008 (File No. 811-01879).

These documents have been filed with the U.S. Securities and Exchange
Commission ("SEC") and are incorporated by reference herein as appropriate. The
Prospectus of the appropriate class of Small Company Value Fund and its Annual
Report and Semiannual Report have previously been delivered to Small Company
Value Fund shareholders.

THE FUNDS PROVIDE ANNUAL AND SEMIANNUAL REPORTS TO THEIR SHAREHOLDERS THAT
HIGHLIGHT RELEVANT INFORMATION, INCLUDING INVESTMENT RESULTS AND A REVIEW OF
PORTFOLIO CHANGES. ADDITIONAL COPIES OF EACH FUND'S MOST RECENT ANNUAL REPORT
AND ANY MORE RECENT SEMIANNUAL REPORT ARE AVAILABLE, WITHOUT CHARGE, BY
CONTACTING YOUR BROKER-DEALER, PLAN SPONSOR, OR FINANCIAL INTERMEDIARY, OR BY
CALLING A JANUS REPRESENTATIVE AT 1-877-335-2687, VIA THE INTERNET AT
JANUS.COM/INFO, OR BY SENDING A WRITTEN REQUEST TO THE SECRETARY OF THE JAD
TRUST OR THE JIF TRUST AT 151 DETROIT STREET, DENVER, COLORADO 80206-4805.

A Statement of Additional Information dated May 11, 2009 relating to the
Reorganization has been filed with the SEC and is incorporated by reference into
this Prospectus/Information Statement. You can obtain a free copy of that
document by contacting your broker-dealer, plan sponsor, or financial
intermediary or by calling Janus at 1-877-335-2687.

THE SHARES OF THE FUNDS ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED
OR ENDORSED BY, ANY FINANCIAL INSTITUTION OR THE U.S. GOVERNMENT, ARE NOT
INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD
OR ANY OTHER GOVERNMENT AGENCY, AND INVOLVE RISK, INCLUDING THE POSSIBLE LOSS OF
THE PRINCIPAL AMOUNT INVESTED.

Each Fund is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended, and the 1940 Act, and files reports, proxy
materials, and other information with the SEC. You may review and copy
information about the Funds at the Public Reference Room of the SEC or get text
only copies, after paying a duplicating fee, by sending an electronic request by
e-mail to publicinfo@sec.gov or by writing to or calling the Public Reference
Room, Washington, D.C. 20549-0102 (1-202-942-8090). Information on the operation
of the Public Reference Room may also be obtained by calling this number. You
may also obtain reports and other information about the Funds from the
Electronic Data Gathering Analysis and Retrieval (EDGAR) Database on the SEC's
website at http://www.sec.gov.

THIS PROSPECTUS/INFORMATION STATEMENT IS FOR INFORMATIONAL PURPOSES ONLY.
YOU DO NOT NEED TO DO ANYTHING IN RESPONSE TO THIS PROSPECTUS/INFORMATION
STATEMENT. WE ARE NOT ASKING YOU FOR A PROXY OR WRITTEN CONSENT, AND YOU ARE
REQUESTED NOT TO SEND US A PROXY OR WRITTEN CONSENT.

SHARES OF THE FUNDS HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC NOR
HAS THE SEC PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS/INFORMATION
STATEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

SYNOPSIS

This Prospectus/Information Statement provides a brief overview of the key
features and other matters typically of concern to shareholders affected by a
reorganization between mutual funds. These responses are qualified in their
entirety by the remainder of this Prospectus/Information Statement, which you
should read carefully because it contains additional information and further
details regarding the Reorganization. The description of the Reorganization is
qualified by reference to the full text of the Plan, which is attached as
Appendix A.

Q. WHAT IS HAPPENING IN THE REORGANIZATION?

A. At a meeting held on March 12, 2009, the Board of Trustees of the JAD Trust
approved the Plan which authorizes the reorganization of Small Company
Value Fund with and into Small Cap Value Fund, with Small Cap Value Fund
being the surviving entity. Small Company Value Fund is a series of the JAD
Trust and Small Cap Value Fund is a series of the JIF Trust. Each Fund is
advised by Janus Capital and subadvised by Perkins. You are receiving this
Prospectus/Information Statement because you are a shareholder of Small
Company Value Fund and will be impacted by the Reorganization.

Immediately after the Closing Date, Small Company Value Fund investors will
own a number of full and fractional shares of Small Cap Value Fund
approximately equivalent in dollar value to their shares in Small Company
Value Fund at the time of the Reorganization. Specifically, all or
substantially all of the assets of Small Company Value Fund will be
transferred to Small Cap Value Fund solely in exchange for shares of Small
Cap Value Fund with a value approximately equal to the value of Small
Company Value Fund's assets net of liabilities, and the assumption by Small
Cap Value Fund of all liabilities of Small Company Value Fund. Immediately
following the transfer, the shares of Small Cap Value Fund received by
Small Company Value Fund will be distributed pro rata to Small Company
Value Fund shareholders of record as of the Closing Date (on or about July
2, 2009). After the Reorganization is completed, Small Company Value Fund
will be liquidated. The Reorganization is conditioned upon receipt of an
opinion of counsel that the Reorganization qualifies as a tax-free
reorganization, and other conditions as outlined in the Plan.

Q. WHAT DID THE BOARD OF TRUSTEES CONSIDER IN DETERMINING THAT THE
REORGANIZATION IS IN THE BEST INTERESTS OF SMALL COMPANY VALUE FUND?

A. The Board of Trustees of the JAD Trust concluded that the Reorganization is
in the best interests of Small Company Value Fund after consideration of
the following factors, among others:

- The Reorganization is part of a larger strategic repositioning of Janus
Capital's distribution model for Janus mutual funds that is designed to
offer certain potential benefits to Fund shareholders that are not
currently available, including a more diverse Fund shareholder base, the
potential for a more stable level of Fund

assets, and access to a wider range of Janus funds with differing
investment strategies.
- The current conditions and trends in the securities markets and related
trends in the investment management business, and their current and
potential impact on Janus Capital, the JAD Trust and Fund shareholders.

- Small Company Value Fund has the same investment objective and
substantially similar strategies, policies and risks as Small Cap Value
Fund, and the two Funds are both subadvised by Perkins Investment
Management LLC ("Perkins").

- The historical performance of each Fund and that each Fund has the same
benchmark for measuring the Fund's performance.

- Shareholders of each Fund will have the opportunity to invest in a larger
Fund and potentially benefit from long-term economies of scale that may
result from the Reorganization.

- Fund expenses are not expected to increase materially as a result of the
Reorganization, and Janus Capital anticipates that in the future, the
elimination of some duplicative expenses and the opportunity for
economies of scale may result in lower future fund expenses (other than
management fees).

- Each Fund adopted a performance fee structure effective January 1, 2009
with implementation of the first performance adjustment in January 2010,
and that each Fund's performance fee calculation is measured by comparing
the Fund's performance relative to Russell 2000(R) Value Index, and that
such calculation includes a lower base fee rate for Small Cap Value Fund
(0.72%) compared to Small Company Value Fund (0.74%) and a higher hurdle
rate for Small Cap Value Fund (5.50%) compared to Small Company Value
Fund (4.50%) for measuring the Fund's performance versus the benchmark
and determining the performance adjustment to be made to the base fee
rate.

- The expense limitation agreements applicable to each Fund which, after
giving effect to fee waivers after the Reorganization, may result in
current Small Company Value Fund shareholders paying lower fees in the
short-term, and provides greater longer term certainty with respect to
total expense ratios.

- The benefits of the Reorganization to Janus Capital and its affiliates,
including, among other things, that Janus Capital should derive greater
efficiency, in terms of portfolio management and operations, by managing
a single fund rather than two separate funds with substantially the same
investment objective, strategies, policies and risks.

- The Reorganization would not dilute the interests of either Fund's
current shareholders.

- The impact of the Reorganization on the ability of Small Cap Value Fund
to benefit from using a portion of the realized capital losses generated
by Small Company Value Fund and Small Cap Value Fund, as applicable.

- The Reorganization, for each Fund and its shareholders, is expected to be
tax-free in nature.

- Small Company Value Fund's shareholders will not pay any fees of the
Reorganization, and immediately after the Reorganization, the full and
fractional value of their shares in Small Cap Value Fund will be equal to
the full and fractional

value of their Small Company Value Fund holdings immediately prior to the
Reorganization.

Q. WHAT ARE THE SIMILARITIES BETWEEN THE FUNDS?

A. Both Funds have the same investment objective of seeking capital
appreciation. The Funds also have substantially similar investment
strategies and risks. Each Fund pursues its investment objective by
investing primarily in the common stocks of small companies whose stock
prices are believed to be undervalued by the Funds' portfolio managers.
Each Fund invests, under normal circumstances, at least 80% of its assets
in equity securities of small companies whose market capitalization, at the
time of initial purchase, is less than the 12-month average of the maximum
market capitalization for companies included in the Russell 2000(R) Value
Index. This average is updated monthly. The market capitalizations within
the index will vary, but as of March 31, 2009, they ranged from
approximately $2 million to $3 billion.

Further information comparing the investment objectives, strategies and
restrictions is included below under "Investment Objectives, Strategies,
Restrictions and Risks."

Q. HOW DO THE FUNDS COMPARE IN SIZE?

A. As of October 31, 2008, Small Cap Value Fund's net assets were
approximately $1.1 billion and Small Company Value Fund's net assets were
approximately $36.4 million. The asset size of each Fund fluctuates on a
daily basis and the asset size of Small Cap Value Fund after the
Reorganization may be larger or smaller than the combined assets of the
Funds as of October 31, 2008. More current total net asset information is
available on janus.com/info.

Q. WILL THE REORGANIZATION RESULT IN A HIGHER INVESTMENT ADVISORY BASE FEE
RATE?

A. Each Fund adopted a performance-based investment advisory fee structure in
January 2009 that begins adjusting the base advisory fee rate up or down
beginning in January 2010 based on a Fund's performance relative to its
benchmark index, the Russell 2000(R) Value Index. This fee rate, prior to
any performance adjustment, is 0.74% for Small Company Value Fund and 0.72%
for Small Cap Value Fund. Although Small Cap Value Fund has outperformed
its benchmark to a greater extent than Small Company Value Fund since
January 1, 2009, given that Small Cap Value Fund has a lower base fee rate
than Small Company Value Fund and a higher hurdle rate (5.50% compared to
4.50% for Small Company Value Fund) for measuring the Fund's performance
relative to the benchmark index, based on each Fund's assets as of October
31, 2008, any difference in performance from January 1, 2009 to the Closing
Date of the Reorganization is not expected to result in a fee rate increase
and over time, may make it more difficult for Small Cap Value Fund to earn
a higher advisory fee than if the performance fee structure of Small
Company Value Fund were in place.

Pro forma fee, expense, and financial information is included in this
Prospectus/Information Statement.

Q. WILL THE REORGANIZATION RESULT IN HIGHER FUND EXPENSES?

A. Based on October 31, 2008 assets, (and assuming the Reorganization occurred
on October 31, 2008),the projected total expense ratio of Small Cap Value
Fund (following completion of the Reorganization) is lower than the current
expense ratio for Small Company Value Fund. In addition, following the
completion of the Reorganization, Janus Capital has agreed, until at least
November 1, 2010, to limit total annual fund operating expenses for a class
of Small Cap Value Fund (excluding certain expenses) to 0.96% of that
class' Small Cap Value Fund's average daily net assets.

Pro forma fee, expense, and financial information and a description of the
performance-based investment advisory fee structure is included in this
Prospectus/Information Statement.

Q. WHAT ARE THE FEDERAL INCOME TAX CONSEQUENCES OF THE REORGANIZATION?

A. The Reorganization is expected to qualify as a tax-free transaction for
federal income tax purposes and will not take place unless counsel provides
an opinion to that effect. Shareholders should not recognize any capital
gain or loss as a direct result of the Reorganization. As a result of the
Reorganization, however, Small Company Value Fund and/or Small Cap Value
Fund may lose the ability to utilize a portion of realized capital losses
that might have been used to offset or defer gains on sales of portfolio
securities under some circumstances. If you choose to redeem or exchange
your shares before or after the Reorganization, you may realize a taxable
gain or loss; therefore, consider consulting a tax adviser before doing so.
In addition, prior to the Closing Date you may receive a distribution of
ordinary income or capital gains of Small Company Value Fund.

Q. WILL THE SHAREHOLDER SERVICES PROVIDED BY JANUS CAPITAL CHANGE?

A. No. Janus Capital manages both Small Company Value Fund and Small Cap Value
Fund and Perkins is the subadviser to both Funds. The administrator,
custodian, transfer agent, and distributor are the same for the Funds and
will not change as a result of the Reorganization. Following the
Reorganization, shareholders of Small Company Value Fund will have the same
purchase and redemption privileges and expanded exchange privileges given
the additional available fund offerings in the JIF Trust. Please consult
your financial intermediary for information on any services provided by
them to the Funds.

Q. WHAT IF I OWN CLASS S SHARES OF SMALL COMPANY VALUE FUND DIRECTLY WITH
JANUS CAPITAL AND NOT THROUGH A FINANCIAL INTERMEDIARY?

A. If you own Class S Shares of Small Company Value Fund (previously named
"Berger Small Cap Value Fund II - Investor Shares") directly with Janus
Capital, you will not be moving to Class S Shares of Small Cap Value Fund
following the Reorganization. Instead you will be moving to Class J Shares,
an existing share class of Small Cap Value Fund that offered directly to
individual shareholders and has similar shareholder policies for direct
shareholders. This share class is anticipated to

have a lower total gross annual expense ratio than direct Class S
shareholders currently pay, based on assets as of October 31, 2008. One
thing to note, however, is that Class J Shares will be closed to new
shareholders. This means that as long as you hold an account directly with
Janus Capital, you can continue to invest directly with Janus Capital in
Small Cap Value Fund and that same class of any of the other funds in the
JIF Trust that are not otherwise closed at the fund level to new investors.
If for some reason, you choose to close your account(s) with Janus Capital,
and you do not meet any of the exceptions outlined in the share class
eligibility rules of any fund in the JIF trust, you will not be able to
invest directly with Janus Capital. In this situation, individual investors
can access Janus funds through a variety of outlets, including financial
advisors or other third-party intermediaries. Class S shareholders that
hold their shares directly with Janus Capital are encouraged to call Janus
at 1-800-525-3713 for more information.

Q. ARE THERE ANY DIFFERENCES IN SHAREHOLDER RIGHTS AND PRIVILEGES OF A FUND
UNDER THE JAD TRUST VERSUS THE JIF TRUST?

A. Shareholders of the JAD Trust (your current trust) and shareholders of the
JIF Trust (the trust into which Small Company Value Fund is reorganizing)
have similar rights and privileges under their respective trust documents
and state laws. As a result, the Reorganization is not expected to have any
substantial effect on the rights of shareholders. Several differences in
the trusts are worth noting however. Under the JAD Trust, subject to making
certain determinations, the Board of Trustees may terminate the JAD Trust
or any fund of the JAD Trust without seeking shareholder approval. Under
the JIF Trust, shareholder approval is required to terminate the JIF Trust,
but the Board of Trustees may merge, liquidate or reorganize a fund of the
JIF Trust without seeking shareholder approval, if it is in accordance with
legal requirements such as the 1940 Act requirements. The JAD Trust,
however, is subject to more restrictive requirements with respect to
mergers, liquidations and reorganizations than it is permitted under the
1940 Act. In addition, under the JAD Trust, shareholders of each Fund are
entitled to one vote for each full share held and fractional votes for
fractional shares held. Under the JIF Trust, each holder of a whole or
fractional share held in a Fund is entitled to one vote for each whole
dollar and a proportionate fractional vote for each fractional dollar of
net asset value standing in the shareholders' name.

Q. WILL THERE BE ANY SALES LOAD, COMMISSION OR OTHER TRANSACTIONAL FEE IN
CONNECTION WITH THE REORGANIZATION?

A. No. There will be no sales load, commission or other transactional fee in
connection with the Reorganization. The full and fractional value of shares
of Small Company Value Fund will be exchanged for full and fractional
shares of Small Cap Value Fund having approximately equal value, without
any sales load, commission or other transactional fee being imposed.

Q. CAN I STILL ADD TO MY EXISTING SMALL COMPANY VALUE FUND ACCOUNT UNTIL THE
REORGANIZATION?

A. Yes. Small Company Value Fund shareholders may continue to make additional
investments until the Closing Date (anticipated to be on or about July 2,
2009). However, the Board of Trustees of the JAD Trust may determine to
temporarily limit future investments in Small Company Value Fund prior to
the Closing Date to ensure a smooth transition of shareholder accounts into
Small Cap Value Fund.

Q. WILL EITHER FUND PAY FEES ASSOCIATED WITH THE REORGANIZATION?

A. No. Janus Capital will pay those fees, including legal fees and costs
associated with mailing of this Prospectus/Information Statement.

Q. WHEN WILL THE REORGANIZATION TAKE PLACE?

A. The Reorganization will occur on or about July 2, 2009. Shortly after
completion of the Reorganization, affected shareholders will receive a
confirmation statement reflecting their new Fund account number and number
of shares owned.

Q. WHAT IF I WANT TO EXCHANGE MY SHARES INTO ANOTHER FUND IN THE JAD TRUST
PRIOR TO THE REORGANIZATION?

A. You may exchange your shares into another fund in the JAD Trust before the
Closing Date (on or about July 2, 2009) in accordance with your pre-
existing exchange privileges by contacting your broker-dealer, plan
sponsor, or financial intermediary or by calling a Janus representative at
1-800-525-0020. If you currently own Class S Shares of Small Company Value
Fund (previously named "Berger Small Cap Value Fund II - Investor Shares")
directly, call 1-800-525-3713 to exchange shares. If you choose to exchange
your shares of Small Company Value Fund for another Janus fund, your
request will be treated as a normal exchange of shares and will be a
taxable transaction unless your shares are held in a tax-deferred account,
such as an individual retirement account ("IRA"). Exchanges may be subject
to minimum investment requirements and redemption fees.

Please note that all other funds in the JAD Trust are also subject to
reorganization with and into the JIF Trust or will be liquidated. So, if
you exchange your shares with and into another fund in the JAD Trust, as a
shareholder of that fund, you will also be participating in a
reorganization of that fund with and into a similarly-managed fund in the
JIF Trust or your shares will be liquidated. In addition, if you purchase
shares of a fund in the JAD Trust just before a distribution, which is
expected to occur prior to the Reorganization for each of those funds, you
will pay the full price for the shares and receive a portion of the
purchase price back as a taxable distribution (unless your shares are held
in a qualified tax-deferred plan or account). This is referred to as
"buying a dividend."

INVESTMENT OBJECTIVES, STRATEGIES, RESTRICTIONS AND RISKS

Both Funds are designed for long-term investors who primarily seek capital
appreciation and who can tolerate the greater risks associated with common stock
investments. The Funds have the same investment objective and substantially
similar principal investment strategies, policies and risks, which are discussed
in detail below. Both Funds are subadvised by Perkins. The Funds also have the
same fundamental and non-fundamental investment policies and restrictions, a
description of each of these investment policies and restrictions is included in
each Fund's Statement of Additional Information.

INVESTMENT OBJECTIVE

Each Fund's investment objective is to seek capital appreciation. Each
Fund's Board of Trustees may change this objective or the Fund's principal
investment strategies without a shareholder vote. As described below, each Fund
has a policy of investing at least 80% of its net assets, measured at the time
of purchase, in the type of securities suggested by its name. Each Fund will
notify its shareholders in writing at least 60 days before making any changes to
this policy. If there is a material change to a Fund's objective or principal
investment strategies, you should consider whether the Fund remains an
appropriate investment for you. There is no guarantee that a Fund will achieve
its investment objective.

PRINCIPAL INVESTMENT STRATEGIES

Each Fund pursues its investment objective by investing primarily in the
common stocks of small companies whose stock prices are believed to be
undervalued by the Fund's portfolio managers. The Fund invests, under normal
circumstances, at least 80% of its assets in equity securities of small
companies whose market capitalization, at the time of initial purchase, is less
than the 12-month average of the maximum market capitalization for companies
included in the Russell 2000(R) Value Index. This average is updated monthly.
The market capitalizations within the index will vary, but as of March 31, 2009,
they ranged from approximately $2 million to $3 billion.

Small Company Value Fund uses fundamental analysis and proprietary
valuation models to select a core holding of stocks for the Fund. The Fund's
portfolio managers generally look for companies:

- that have reasonably solid fundamentals
- whose stocks are trading at a discount relative to their intrinsic
investment value based on their assets, earnings, cash flow, or franchise
values

Small Cap Value Fund's securities selection focuses on companies that are
out of favor with markets or have not yet been discovered by the broader
investment community.

The portfolio managers of Small Cap Value Fund generally look for companies
with:

- a low price relative to their assets, earnings, cash flow, or business
franchise
- products and services that give them a competitive advantage
- quality balance sheets and strong management

The portfolio managers' philosophy for Small Cap Value Fund is to weigh a
security's downside risk before considering its upside potential, which may help
provide an element of capital preservation.

Within the parameters of its specific investment policies, each Fund may
invest its assets in derivatives (by taking long and/or short positions). Each
Fund may use derivatives for different purposes, including hedging (to offset
risks associated with an investment, currency exposure, or market conditions)
and to earn income and enhance returns.

For more information on the Funds' investment techniques and related risks,
please see Appendix B.

PRINCIPAL RISK FACTORS OF INVESTING IN THE FUNDS

Each Fund may invest in various types of securities or use certain
investment techniques to achieve its investment objective of capital
appreciation. The following is a summary of the principal risks associated with
such securities and investment techniques. The Funds have the same investment
objective and substantially similar strategies and policies, so the principal
risks are similar for each Fund. Additional information about these risks is
included in each Fund's Prospectus. As with any security, an investment in
either Fund involves certain risks, including loss of principal. The fact that a
particular risk is not identified does not mean that a Fund, as part of its
overall investment strategy, does not invest or is precluded from investing in
securities that give rise to that risk. Information about additional investment
techniques that the Funds may utilize and related risks is included in Appendix
B.

RISK FACTORS OF THE FUNDS

The biggest risk for each Fund is that the Fund's returns may vary, and you
could lose money. Each Fund is designed for long-term investors seeking an
equity portfolio, including common stocks. Common stocks tend to be more
volatile than many other investment choices.

VALUE INVESTING RISK. Because different types of stocks tend to shift in
and out of favor depending on market and economic conditions, "value" stocks may
perform differently from the market as a whole and other types of stocks and can
continue to be undervalued by the market for long periods of time. It is also
possible that a value stock may never appreciate to the extent expected.

MARKET RISK. The value of each Fund's portfolio may decrease if the value
of an individual company or multiple companies in the portfolio decreases or if
the portfolio

managers' belief about a company's intrinsic worth is incorrect. Regardless of
how well individual companies perform, the value of each Fund's portfolio could
also decrease if there are deteriorating economic or market conditions,
including, but not limited to, a general decline in prices on the stock markets,
a general decline in real estate markets, a decline in commodities prices, or if
the market favors different types of securities than the types of securities in
which the Fund invests (for example growth-oriented securities rather than
value-oriented securities). If the value of a Fund's portfolio decreases, the
Fund's net asset value ("NAV") will also decrease, which means if you sell your
shares in the Fund you may lose money.

It is also important to note that recent events in the equity and fixed-
income markets have resulted, and may continue to result, in an unusually high
degree of volatility in the markets, both domestic and international. These
events and the resulting market upheavals may have an adverse effect on each
Fund such as a decline in the value and liquidity of many securities held by the
Fund, unusually high and unanticipated levels of redemptions, an increase in
portfolio turnover, a decrease in NAV, and an increase in Fund expenses. Because
the situation is unprecedented and widespread, it may also be unusually
difficult to identify both investment risks and opportunities and could limit or
preclude a Fund's ability to achieve its investment objective. The market's
behavior is unpredictable and it is impossible to predict whether or for how
long these conditions will continue. Therefore, it is important to understand
that the value of your investment may fall, sometimes sharply, and you could
lose money.

SMALL-SIZED COMPANIES RISK. Due to each Fund's investments in securities
of small-sized companies, each Fund's NAV may fluctuate more than that of a fund
investing primarily in large or mid-sized companies. Small company securities
may underperform as compared to the securities of larger companies. They may
also pose greater market, liquidity, and information risks because of their
narrow product lines, limited operating history, greater exposure to competitive
threats, limited financial resources, limited trading markets, and the potential
lack of management depth. Securities issued by small-sized companies tend to be
more volatile than securities issued by larger or more established companies.
These holdings tend to be less liquid than stocks of larger companies and could
have a significant adverse effect on a Fund's returns, especially as market
conditions change.

DERIVATIVES RISK. Derivatives can be highly volatile and involve risks in
addition to the risks of the underlying referenced securities. Gains or losses
from a derivative can be substantially greater than the derivative's original
cost, and can therefore involve leverage. Derivatives can be complex instruments
and may involve analysis that differs from that required for other investment
types used by a Fund. If the value of a derivative does not correlate well with
the particular market or other asset class to which the derivative is intended
to provide exposure, the derivative may not have the anticipated effect.
Derivatives can also reduce the opportunity for gain or result in losses by
offsetting positive returns in other investments. Derivatives can be less liquid
than other types of investments. Derivatives entail the risk that the
counterparty will default on its payment obligations to a Fund. If the
counterparty to a derivative transaction defaults, a

Fund would risk the loss of the net amount of the payments that it contractually
is entitled to receive. To the extent each Fund enters into short derivative
positions, the Fund may be exposed to risks similar to those associated with
short sales, including the risk that the Fund's losses are theoretically
unlimited.

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

FREQUENTLY ASKED QUESTIONS ABOUT PRINCIPAL INVESTMENT STRATEGIES

The following questions and answers are designed to help you better
understand each Fund's principal investment strategies.

1. HOW ARE COMMON STOCKS SELECTED FOR EACH FUND?

Small Company Value Fund's portfolio managers use fundamental analysis and
proprietary valuation models to select a core holding of stocks for the Fund.
The Fund's portfolio managers generally look for companies with reasonably solid
fundamentals that are trading at a discount relative to their intrinsic
investment value based on their assets, earnings, cash flow, or franchise value.
To a certain degree, Small Company Value Fund invests in companies that
demonstrate special situations or turnarounds, meaning companies that have
experienced significant business problems but are believed to have favorable
prospects for recovery.

Small Cap Value Fund's portfolio managers primarily invest in the common
stocks of small companies whose stock prices are believed to be undervalued.

Small Cap Value Fund's securities selection focuses on companies that are
out of favor with markets or have not yet been discovered by the broader
investment community.

Small Cap Value Fund's portfolio managers generally look for companies
with:

- a low price relative to their assets, earnings, cash flows, or business
franchise
- products and services that give them a competitive advantage
- quality balance sheets and strong management

Small Cap Value Fund's portfolio managers' philosophy is to weigh a
security's downside risk before considering its upside potential, which may help
provide an element of capital preservation. The portfolio managers may sell a
Fund holding if, among other things, the security reaches the portfolio
managers' price target, if the company has deterioration of fundamentals such as
failing to meet key operating benchmarks, or if the portfolio managers find a
better investment opportunity. The portfolio managers may also sell a Fund
holding to meet redemptions.

2. ARE THE SAME CRITERIA USED TO SELECT FOREIGN SECURITIES?

Yes. The portfolio managers seek companies that meet the selection
criteria, regardless of where a company is located. Foreign securities are
generally selected

on a stock-by-stock basis without regard to any defined allocation among
countries or geographic regions. However, certain factors, such as expected
levels of inflation, government policies influencing business conditions, the
outlook for currency relationships, and prospects for economic growth among
countries, regions, or geographic areas, may warrant greater consideration in
selecting foreign securities. There are no limitations on the countries in which
each Fund may invest, and each Fund may at times have significant foreign
exposure, including exposure in emerging markets.

3. WHAT DOES "MARKET CAPITALIZATION" MEAN?

Market capitalization is the most commonly used measure of the size and
value of a company. It is computed by multiplying the current market price of a
share of the company's stock by the total number of its shares outstanding. As
noted previously, market capitalization is an important investment criterion for
each Fund.

4. HOW DO THE PORTFOLIO MANAGERS DETERMINE THAT A COMPANY MAY NOT BE
APPROPRIATELY VALUED?

A company may be undervalued when, in the opinion of the portfolio
managers, shares of the company are selling for a price that is below their
intrinsic worth. A company may be undervalued due to market or economic
conditions, temporary earnings declines, unfavorable developments affecting the
company, or other factors. Such factors may provide buying opportunities at
attractive prices compared to historical or market price-earnings ratios,
price/free cash flow, book value, or return on equity. The portfolio managers
believe that buying these securities at a price that is below their intrinsic
worth may generate greater returns for each Fund than those obtained by paying
premium prices for companies currently in favor in the market.

RISKS

Because each Fund may invest substantially all of its assets in common
stocks, the main risk is the risk that the value of the stocks a Fund holds
might decrease in response to the activities of an individual company or in
response to general market and/or economic conditions. If this occurs, a Fund's
share price may also decrease.

Each Fund's performance may also be significantly affected, positively or
negatively, by certain types of investments, such as foreign (non-U.S.)
securities, derivative investments, non-investment grade bonds ("junk bonds"),
initial public offerings ("IPOs"), or securities of companies with relatively
small market capitalizations. IPOs and other types of investments may have a
magnified performance impact on a fund with a small asset base. A Fund may not
experience similar performance as its assets grow.

Each Fund is an actively managed investment portfolio and is therefore
subject to the risk that the investment strategies employed for the Fund may
fail to produce the intended results.

Janus Capital and Perkins each manage many funds and numerous other
accounts. Management of multiple accounts may involve conflicts of interest
among those

accounts, and may create potential risks, such as the risk that investment
activity in one account may adversely affect another account. For example, short
sale activity in an account could adversely affect the market value of long
positions in one or more other accounts (and vice versa). Additionally, Janus
Capital is the adviser to the Janus "funds of funds," which are funds that
invest primarily in other mutual funds managed by Janus Capital. Because Janus
Capital is the adviser to the Janus "funds of funds" and the funds, it is
subject to certain potential conflicts of interest when allocating the assets of
a Janus "fund of funds" among such funds. To the extent that a Fund is an
underlying fund in a Janus "fund of funds," a potential conflict of interest
arises when allocating the assets of the Janus "fund of funds" to that Fund.
Purchases and redemptions of fund shares by a Janus "fund of funds" due to
reallocations or rebalancings may result in a fund having to sell securities or
invest cash when it otherwise would not do so. Such transactions could
accelerate the realization of taxable income if sales of securities resulted in
gains and could also increase a fund's transaction costs. Large redemptions by a
Janus "fund of funds" may cause a fund's expense ratio to increase due to a
resulting smaller asset base. A further discussion of potential conflicts of
interest and a discussion of certain procedures intended to mitigate such
potential conflicts are contained in each Fund's Statement of Additional
Information.

FREQUENTLY ASKED QUESTIONS ABOUT CERTAIN RISKS

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

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

Many attractive investment opportunities may be in smaller, start-up
companies offering emerging products or services. Smaller or newer companies may
suffer more significant losses as well as realize more substantial growth than
larger or more established issuers because they may lack depth of management, be
unable to generate funds necessary for growth or potential development, or be
developing or marketing new products or services for which markets are not yet
established and may never become established. In addition, such companies may be
insignificant factors in their industries and may become subject to intense
competition from larger or more established companies. Securities of smaller or
newer companies may have more limited trading markets than the markets for
securities of larger or more established issuers, or may not be publicly traded
at all, and may be subject to wide price fluctuations. Investments in such
companies tend to be more volatile and somewhat more speculative. Because each
Fund normally invests at least 80% of its assets in equity securities of smaller
or newer companies, these risks may be increased.

2. WHAT IS "INDUSTRY RISK"?

Industry risk is the possibility that a group of related securities will
decline in price due to industry-specific developments. Companies in the same or
similar industries may

share common characteristics and are more likely to react similarly to industry-
specific market or economic developments. A Fund's investments, if any, in
multiple companies in a particular industry increase the Fund's exposure to
industry risk.

3. HOW COULD A FUND'S INVESTMENTS IN FOREIGN SECURITIES AFFECT ITS PERFORMANCE?

Within the parameters of its specific investment policies, each Fund may
invest in foreign debt and equity securities either indirectly (e.g., depositary
receipts, depositary shares, and passive foreign investment companies) or
directly in foreign markets, including emerging markets. Investments in foreign
securities, including those of foreign governments, may involve greater risks
than investing in domestic securities because a Fund's performance may depend on
factors other than the performance of a particular company. These factors
include:

- Currency Risk

- Political and Economic Risk

- Regulatory Risk

- Foreign Market Risk

- Transaction Costs

4. HOW DO THE FUNDS TRY TO REDUCE RISK?

Each Fund may use short sales, futures, options, swap agreements
(including, but not limited to, equity, interest rate, credit default, and total
return swaps), and other derivative instruments individually or in combination
to "hedge" or protect its portfolio from adverse movements in securities prices
and interest rates. The Funds may also use a variety of currency hedging
techniques, including the use of forward currency contracts, to manage currency
risk. There is no guarantee that derivative investments will benefit a Fund. A
Fund's performance could be worse than if the Fund had not used such
instruments. Use of such investments may instead increase risk to the Fund,
rather than reduce risk.

GENERAL PORTFOLIO POLICIES

Unless otherwise stated, the following general policies apply to each Fund.
Except for a Fund's policies with respect to investments in illiquid securities
and borrowing, the percentage limitations included in these policies and
elsewhere in this Prospectus/Information Statement and/or the Fund's Statement
of Additional Information normally apply only at the time of purchase of a
security. So, for example, if a Fund exceeds a limit as a result of market
fluctuations or the sale of other securities, it will not be required to dispose
of any securities.

CASH POSITION

The Funds may not always stay fully invested. For example, when the
portfolio managers believe that market conditions are unfavorable for profitable
investing, or when they are otherwise unable to locate attractive investment
opportunities, a Fund's

cash or similar investments may increase. In other words, cash or similar
investments generally are a residual - they represent the assets that remain
after a Fund has committed available assets to desirable investment
opportunities. When a Fund's investments in cash or similar investments
increase, it may not participate in market advances or declines to the same
extent that it would if the Fund remained more fully invested. To the extent a
Fund invests its uninvested cash through a sweep program, it is subject to the
risks of the account or fund into which it is investing, including liquidity
issues that may delay the Fund from accessing its cash.

In addition, a Fund may temporarily increase its cash position under
certain unusual circumstances, such as to protect its assets or maintain
liquidity in certain circumstances, for example, to meet unusually large
redemptions. A Fund's cash position may also increase temporarily due to
unusually large cash inflows. Under unusual circumstances such as these, a Fund
may invest up to 100% of its assets in cash or similar investments. In this
case, the Fund may take positions that are inconsistent with its investment
objective. As a result, the Fund may not achieve its investment objective.

PORTFOLIO TURNOVER

In general, each Fund intends to purchase securities for long-term
investment, although, to a limited extent, each Fund may purchase securities in
anticipation of relatively short-term price gains. Short-term transactions may
also result from liquidity needs, securities having reached a price or yield
objective, changes in interest rates or the credit standing of an issuer, or by
reason of economic or other developments not foreseen at the time of the
investment decision. A Fund may also sell one security and simultaneously
purchase the same or a comparable security to take advantage of short-term
differentials in bond yields or securities prices. Portfolio turnover is
affected by market conditions, changes in the size of a Fund, the nature of a
Fund's investments, and the investment style of the portfolio managers. Changes
are normally made in a Fund's portfolio whenever the portfolio managers believe
such changes are desirable. Portfolio turnover rates are generally not a factor
in making buy and sell decisions.

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

COUNTERPARTIES

Fund transactions involving a counterparty are subject to the risk that the
counterparty or a third party will not fulfill its obligation to a Fund
("counterparty risk"). Counterparty risk may arise because of the counterparty's
financial condition (i.e., financial difficulties, bankruptcy, or insolvency),
market activities and developments, or other reasons, whether foreseen or not. A
counterparty's inability to fulfill its obligation may result in significant
financial loss to the Fund. A Fund may be unable to recover its

investment from the counterparty or may obtain a limited recovery, and/or
recovery may be delayed.

Each Fund may be exposed to counterparty risk through participation in
various programs including, but not limited to, lending its securities to third
parties, cash sweep arrangements whereby a Fund's cash balance is invested in
one or more money market funds, as well as investments in, but not limited to,
repurchase agreements, debt securities, and derivatives, including various types
of swaps, futures, and options. Each Fund intends to enter into financial
transactions with counterparties that Janus Capital believes to be creditworthy
at the time of the transaction. There is always the risk that Janus Capital's
analysis of a counterparty's creditworthiness is incorrect or may change due to
market conditions. To the extent that a Fund focuses its transactions with a
limited number of counterparties, it will have greater exposure to the risks
associated with one or more counterparties.

OTHER TYPES OF INVESTMENTS

Unless otherwise stated within its specific investment policies, each Fund
may also invest in other types of domestic and foreign securities and use other
investment strategies, as described in Appendix B. These securities and
strategies are not principal investment strategies of a Fund. If successful,
they may benefit a Fund by earning a return on the Fund's assets or reducing
risk; however, they may not achieve the Fund's investment objective. These
securities and strategies may include:

- debt securities
- exchange-traded funds
- indexed/structured securities
- high-yield/high-risk bonds (20% or less of a Fund's net assets)
- various derivative transactions (which could comprise a significant
percentage of a Fund's portfolio) including, but not limited to, options,
futures, forwards, swap agreements (such as equity, interest rate, credit
default, and total return swaps), participatory notes, structured notes,
and other types of derivatives individually or in combination for hedging
purposes or for nonhedging purposes such as seeking to enhance return, to
protect unrealized gains, or to avoid realizing losses; such techniques
may also be used to gain exposure to the market pending investment of
cash balances or to meet liquidity needs
- short sales (no more than 10% of a Fund's net assets may be invested in
short sales other than against the box)
- securities purchased on a when-issued, delayed delivery, or forward
commitment basis
- entering into transactions to manage a Fund's realization of capital
gains and to offset such realization of capital gains with capital losses
where the portfolio managers believe it is appropriate; such techniques
may result in increased transaction costs paid by a Fund and may be
limited under the Internal Revenue Code and related regulations

SHORT SALES

To a limited extent, each Fund may engage in short sales. A short sale is
generally a transaction in which a Fund sells a security it does not own or have
the right to acquire (or that it owns but does not wish to deliver) in
anticipation that the market price of that security will decline. To complete
the transaction, a Fund must borrow the security to make delivery to the buyer.
The Fund is then obligated to replace the security borrowed by purchasing the
security at the market price at the time of replacement. A short sale is subject
to the risk that if the price of the security sold short increases in value, a
Fund will incur a loss because it will have to replace the security sold short
by purchasing it at a higher price. In addition, a Fund may not always be able
to close out a short position at a particular time or at an acceptable price. A
lender may request, or market conditions may dictate, that the securities sold
short be returned to the lender on short notice, and a Fund may have to buy the
securities sold short at an unfavorable price. If this occurs at a time that
other short sellers of the same security also want to close out their positions,
it is more likely that a Fund will have to cover its short sale at an
unfavorable price and potentially reduce or eliminate any gain, or cause a loss,
as a result of the short sale. Because there is no upper limit to the price a
borrowed security may reach prior to closing a short position, a Fund's losses
are potentially unlimited in a short sale transaction. A Fund's gains and losses
will also be decreased or increased, as the case may be, by the amount of any
dividends, interest, or expenses, including transaction costs and borrowing
fees, the Fund may be required to pay in connection with a short sale. Such
payments may result in a Fund having higher expenses than a fund that does not
engage in short sales and may negatively affect the Fund's performance.

A Fund may also enter into short positions through derivative instruments
such as option contracts, futures contract and swap agreements which may expose
the Fund to similar risks. To the extent that a Fund enters into short
derivative positions, the Fund may be exposed to risks similar to those
associated with short sales, including the risk that the Fund's losses are
theoretically unlimited.

Due to certain foreign countries' restrictions, a Fund will not be able to
engage in short sales in certain foreign countries where it may maintain long
positions. As a result, a Fund's ability to fully implement a short selling
strategy that could otherwise help the Fund pursue its investment goals may be
limited.

Although Janus Capital believes that its rigorous "bottom up" approach will
be effective in selecting short positions, there is no assurance that Janus
Capital will be successful in applying this approach when engaging in short
sales.

SWAP AGREEMENTS

Each Fund may utilize swap agreements as a means to gain exposure to
certain common stocks and/or to "hedge" or protect its portfolio from adverse
movements in securities prices and interest rates. Swap agreements are two-party
contracts to exchange one set of cash flows for another. Swap agreements entail
the risk that a party will default on its payment obligations to a Fund. If the
other party to a swap

defaults, a Fund would risk the loss of the net amount of the payments that it
contractually is entitled to receive. If a Fund utilizes a swap at the wrong
time or judges market conditions incorrectly, the swap may result in a loss to
the Fund and reduce the Fund's total return. Various types of swaps such as
credit default, equity, interest rate, and total return swaps are described in
Appendix B.

SECURITIES LENDING

A Fund may seek to earn additional income through lending its securities to
certain qualified broker-dealers and institutions. Each Fund may lend portfolio
securities on a short-term or long-term basis, in an amount equal to up to one-
third of its total assets as determined at the time of the loan origination.
When a Fund lends its securities, it receives collateral (including cash
collateral), at least equal to the value of securities loaned. There is the risk
that when portfolio securities are lent, the securities may not be returned on a
timely basis, and the Fund may experience delays and costs in recovering the
security or gaining access to the collateral. If the Fund is unable to recover a
security on loan, the Fund may use the collateral to purchase replacement
securities in the market. There is a risk that the value of the collateral could
decrease below the cost of the replacement security by the time the replacement
investment is made, resulting in a loss to the Fund.

ILLIQUID INVESTMENTS

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

SPECIAL SITUATIONS

Each Fund may invest in companies that demonstrate special situations or
turnarounds, meaning companies that have experienced significant business
problems but are believed to have favorable prospects for recovery. For example,
a special situation or turnaround may arise when, in the opinion of a Fund's
portfolio managers, the securities of a particular issuer will be recognized by
the market and appreciate in value due to a specific development with respect to
that issuer. Special situations may include significant changes in a company's
allocation of its existing capital, a restructuring of assets, or a redirection
of free cash flow. For example, issuers undergoing significant capital changes
may include companies involved in spin-offs, sales of divisions, mergers or
acquisitions, companies emerging from bankruptcy, or companies initiating large
changes in their debt to equity ratio. Companies that are redirecting cash flows
may be reducing debt, repurchasing shares, or paying dividends. Special
situations may also result from: (i) significant changes in industry structure
through regulatory

developments or shifts in competition; (ii) a new or improved product, service,
operation, or technological advance; (iii) changes in senior management or other
extraordinary corporate event; (iv) differences in market supply of and demand
for the security; or (v) significant changes in cost structure. A Fund's
performance could suffer from its investments in "special situations."

COMPARISON OF FEES AND EXPENSES

INVESTMENT ADVISORY FEES

Each Fund has a performance-based investment advisory fee structure that
was adopted January 1, 2009 that consists of a fixed base fee rate and a
performance adjustment. The performance adjustment for both Funds commences
January 2010. Until January 2010, only the base fee rate applies. The annual
base fee rate for Small Cap Value Fund and Small Company Value Fund is 0.72% and
0.74%, respectively, of average daily net assets (each, a "Base Fee Rate"). Each
Fund's performance is measured against the Russell 2000(R) Value Index. Each
Fund's Base Fee Rate may adjust up or down by a variable rate up to 0.15%
(positive or negative) to the Fund's average daily net assets during the
applicable performance period ("Performance Adjustment"). The performance
measurement period generally is the previous 36 months although no Performance
Adjustment is made until the performance fee structure has been in effect for 12
months. Once the performance fee structure has been in effect for 12 months, but
less than 36 months, the performance measurement period is equal to the time
that has elapsed since the performance fee structure went into effect. The Base
Fee Rate is calculated and accrued daily. The Performance Adjustment is
calculated monthly in arrears and is accrued evenly each day throughout the
month. The investment advisory fee rate is paid monthly in arrears. For purposes
of computing the Base Fee Rate and the Performance Adjustment, net assets will
be averaged over different periods (average daily net assets during the previous
month for the Base Fee Rate, versus average daily net assets during the
performance measurement period for the Performance Adjustment). Performance of
the Fund is calculated net of expenses whereas the Fund's benchmark index does
not have any fees or expenses. Reinvestment of dividends and distributions are
included in calculating the performance of the Funds and the benchmark index.

The hurdle rate for measuring a Fund's cumulative performance versus that
of the benchmark is higher for Small Cap Value Fund, at 5.50%, compared to 4.50%
for Small Company Value Fund. This higher hurdle rate should make it more
difficult for Janus Capital to outperform or underperform the Russell 2000(R)
Value Index over time. The share class used for measuring a Fund's performance
and calculating the investment advisory fee rate is currently Investor Shares
for Small Cap Value Fund and Class A Shares (waiving the upfront sales charge)
("Load-Waived Class A Shares") for Small Company Value Fund. Effective with the
Reorganization, Small Cap Value Fund is changing the share class used for
measuring performance of the Fund and calculating the performance fee to Load-
Waived Class A Shares. For the period from January 1, 2009 through the Closing
Date of the Reorganization, Investor Shares of Small Cap Value

Fund will be used for measuring Small Cap Value Fund's performance compared to
its benchmark and Load-Waived Class A Shares will be used for this purpose for
periods after the Closing Date. Load-Waived Class A Shares normally have higher
annual expenses than Investor Shares. More detail is provided under "Other
Comparative Information about the Funds - Investment Adviser."

CURRENT AND PRO FORMA FEES AND EXPENSES

The following tables compare the fees and expenses you may bear directly or
indirectly as an investor in Small Company Value Fund versus Small Cap Value
Fund, and show the projected ("pro forma") estimated fees and expenses of Small
Cap Value Fund, assuming consummation of the Reorganization as of October 31,
2008. Fees and expenses shown for Small Company Value Fund were determined based
on the Fund's average net assets as of its fiscal year ended July 31, 2008. The
pro forma fees and expenses shown for Small Cap Value Fund were determined based
on the Fund's average net assets as of its fiscal year ended October 31, 2008.
The pro forma fees and expenses are estimated in good faith and are
hypothetical, and do not reflect any change in expense ratios resulting from a
change in assets under management since July 31, 2008 for Small Company Value
Fund and October 31, 2008 for Small Cap Value Fund. Total net assets as of these
dates are shown in a footnote to the table. More current total net asset
information is available on janus.com/info. It is important for you to know that
a decline in a Fund's average net assets during the current fiscal year and
after the Reorganization, as a result of market volatility or other factors,
could cause the Fund's expense ratio to be higher than the fees and expenses
shown, which means you could pay more if you buy or hold shares of the Funds.
Significant declines in a Fund's net assets will increase your Fund's total
expense ratio, likely significantly. The Funds will not pay any fees of the
Reorganization.

ANNUAL FUND OPERATING EXPENSES

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

The Annual Fund Operating Expenses shown in the table below represent
annualized expenses for the fiscal year ended July 31, 2008 for Small Company
Value Fund and those projected for Small Cap Value Fund on a pro forma basis for
the fiscal year ended October 31, 2008 assuming consummation of the
Reorganization. The pro forma expenses include estimated costs of the larger
Small Cap Value Fund. The Annual Fund Operating Expenses do not show current
expenses for Class A, Class C, Class I, Class R or Class S Shares of Small Cap
Value Fund since the Fund does not currently offer those share classes. Current
expenses are shown for Class S Shares held directly with Janus Capital since
those shareholders will exchange into the existing share class of Small Cap
Value Fund that is offered directly to individual shareholders (currently
Investor Shares but designated Class J Shares post-Reorganization). The pro
forma

information in the "Annual Fund Operating Expenses" table does not reflect any
adjustment up or down to the management fee since the Base Fee Rate for each
Fund applies until January 2010, at which time the Performance Adjustment
becomes effective. For more information about the Performance Adjustment, please
refer to the section "The Reorganization - Other Comparative Information about
the Funds - Management Expenses." Neither the current nor pro forma Annual Fund
Operating Expenses include the effect of recent market volatility which may
increase those expenses to the extent there has been a decline in either Fund's
asset levels.

EXPENSE LIMITATIONS

Total Annual Fund Operating Expenses shown in the table below do not
include any expense limitations agreed to by Janus Capital. Currently, through
December 1, 2009, pursuant to a contract between Janus Capital and Small Company
Value Fund, Janus Capital reduces its investment advisory fee rate paid by Small
Company Value Fund by the amount by which the total annual fund operating
expenses allocated to any class of the Fund exceed 1.00% of average daily net
assets for the fiscal year. For purposes of this waiver, operating expenses do
not include fees payable pursuant to Rule 12b-1 under the 1940 Act,
administrative services fees (applicable to Class R Shares and Class S Shares),
transfer agency fees payable by shares held directly with Janus Capital, or
items not normally considered operating expenses, such as interest, dividends,
taxes, brokerage commissions and extraordinary expenses (including, but not
limited to, legal claims and liabilities and litigation costs, acquired fund
fees and expenses and any indemnification related thereto). Janus Capital
currently does not have a similar expense limitation agreement for Small Cap
Value Fund but, assuming consummation of the Reorganization, Janus Capital has
contractually agreed that until at least November 1, 2010, it would reduce its
annual investment advisory fee rate paid by Small Cap Value Fund by the amount,
if any, the total annual fund operating expenses allocated to any class exceed
0.96% of average daily net assets for the fiscal year. Notwithstanding the
change in the expense limitation rate, the expense limitation agreement for
Small Cap Value Fund, post-Reorganization, is similar to the expense limitation
agreement currently in effect for Small Company Value Fund with the exception
that Performance Adjustments to the investment advisory fee rate and transfer
agency fees payable to shares held directly are now excluded from the expense
limit. See the footnote to Total Annual Fund Operating Expenses in the table
below that provides further detail regarding the total net expense ratio.

The estimated pro forma expense ratio of Small Cap Value Fund, as shown in
the fee table, does not include any fee waivers. Changes to expenses and asset
levels of both Small Company Value Fund and Small Cap Value Fund at the time of
the Reorganization could trigger application of Small Cap Value Fund's expense
limit of 0.96% (with certain expenses excluded from the waiver as noted above),
resulting in a possible reduction of other expenses for a class and the
investment advisory fee rate payable to Janus Capital by Small Cap Value Fund.
The current and pro forma Management Fee do not include the impact of
fluctuations in a Fund's more recent net assets that may result in an increase
or decrease in the fee rates for each Fund shown in the table.

SHAREHOLDER FEES

Shareholder fees are those paid directly from your investment, such as
sales loads and redemption fees. As noted above, Small Cap Value Fund currently
does not offer Class A, Class C, Class I, Class R and Class S Shares. Upon
consummation of the Reorganization, shares of these classes of Small Cap Value
Fund will be established to correspond with shares of Small Company Value Fund.
Class A, Class C, Class I, Class R and Class S Shares of Small Cap Value Fund
will have substantially the same class characteristics as the Class A, Class C,
Class I, Class R and Class S Shares of Small Company Value Fund, respectively.
Class S shareholders of Small Company Value Fund investing directly with Janus
Capital will be shareholders of Class J Shares post-Reorganization. Small Cap
Value Fund's Class J Shares do not impose sales charges when you buy or sell the
Fund's Class J Shares.

SHAREHOLDER FEES(1)(2) (PAID DIRECTLY FROM YOUR INVESTMENT)

<Table>
<Caption>
CLASS A CLASS C CLASS I CLASS R CLASS S
------- ------- ------- ------- -------
SMALL COMPANY VALUE FUND /
SMALL CAP VALUE FUND (PRO FORMA)
--------------------------------

Maximum Sales Charge (load)
Imposed on Purchases (as a % of
offering price)................ 5.75%(3) N/A N/A N/A N/A
Maximum Deferred Sales Charge
(load) (as a % of the lower of
original purchase price or
redemption proceeds)........... None(4) 1.00%(5) N/A N/A N/A
</Table>

--------

(1) Small Cap Value Fund currently does not offer Class A, Class C, Class I,
Class R and Class S Shares. Upon the consummation of the Reorganization,
shares of these classes of Small Cap Value Fund will be established to
correspond with shares of Small Company Value Fund.
(2) Your financial intermediary may charge you a separate or additional fee for
processing purchases and redemptions of shares.
(3) Sales charge may be waived for certain investors, as described in the
Shareholder's Guide (attached hereto as Appendix C).
(4) A contingent deferred sales charge of up to 1.00% may be imposed on certain
redemptions of Class A Shares bought without an initial sales charge and
then redeemed within 12 months of purchase. The contingent deferred sales
charge is not reflected in the example.
(5) A contingent deferred sales charge of 1.00% applies on Class C Shares
redeemed within 12 months of purchase. The contingent deferred sales charge
may be waived for certain investors, as described in the Shareholder's Guide
(attached hereto as Appendix C).

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

<Table>
<Caption>
TOTAL
DISTRIBUTION / ACQUIRED ANNUAL
SERVICE FUND(5) FUND
MANAGEMENT (12B-1) OTHER FEES AND OPERATING
FEE(2) FEES(3) EXPENSES(4) EXPENSES EXPENSES(6)
---------- -------------- ----------- -------- -----------
Small Company Value Fund(7) /
Small Cap Value Fund(7) (PRO FORMA ASSUMING CONSUMMATION OF THE REORGANIZATION)

Class A Shares
Current.................... 0.74% 0.25% 0.83% 0.00% 1.82%
Pro Forma.................. 0.72% 0.25% 0.37% 0.00% 1.34%
Class C Shares
Current.................... 0.74% 1.00% 0.74% 0.00% 2.48%
Pro Forma.................. 0.72% 1.00% 0.32% 0.00% 2.04%
Class I Shares
Current.................... 0.74% N/A 0.65% 0.00% 1.39%
Pro Forma.................. 0.72% N/A 0.06% 0.00% 0.78%
Class R Shares
Current.................... 0.74% 0.50% 0.74% 0.00% 1.98%
Pro Forma.................. 0.72% 0.50% 0.31% 0.00% 1.53%
Class S Shares
Current.................... 0.74% 0.25% 0.73% 0.00% 1.72%
Pro Forma.................. 0.72% 0.25% 0.31% 0.00% 1.28%
Class S Shares (held directly
with Janus Capital)
Current (Small Company
Value Fund.............. 0.74% 0.25% 0.73% 0.00% 1.72%
Current (Class J Shares)... 0.72% N/A 0.31%(8) 0.00% 1.03%
Pro Forma (Class J
Shares)................. 0.72% N/A 0.31%(8) 0.00% 1.03%
</Table>

--------

* As of July 31, 2008, total net assets (rounded to millions) were $45.4 for
Small Company Value Fund. As of October 31, 2008, total net assets (rounded
to millions) were $753.7 for Small Cap Value Fund

(1) All expenses are shown without the effect of expense offset arrangements.
Pursuant to such arrangements, credits realized as a result of uninvested
cash balances are used to reduce custodian and transfer agent expenses.
(2) The "Management Fee" is the investment advisory fee rate paid by the Fund to
Janus Capital. For each Fund, this fee may go up or down monthly based on
the Fund's performance relative to its respective benchmark index. For more
information about the performance adjustment, please refer to the section
"The Reorganization - Other Comparative Information about the
Funds - Management Expenses."
(3) Includes a shareholder servicing fee of up to 0.25% for Class C Shares.
Because the 12b-1 fee is charged as an ongoing fee, over time the fee will
increase the cost of your investment and may cost you more than paying other
types of sales charges.
(4) For Class A Shares, Class C Shares, and Class I Shares, Other Expenses may
include administrative, networking, or omnibus positioning fees charged by
intermediaries with respect to processing orders in Fund shares. For Class R
Shares and Class S Shares, Other Expenses include an administrative services
fee of 0.25% of the average daily net assets of each class to compensate
Janus Services LLC for providing, or arranging for the provision of,
recordkeeping, subaccounting, and administrative services to retirement plan
participants, pension plan participants, or other underlying investors
investing through institutional channels.

(5) "Acquired Fund" means any underlying fund (including, but not limited to,
exchange-traded funds) in which a Fund invests or has invested during the
period. A Fund's "ratio of gross expenses to average net assets" appearing
in the Financial Highlights tables in the Fund's current prospectus does not
include Acquired Fund Fees and Expenses and may not correlate to the Total
Annual Fund Operating Expenses shown in the table above. Amounts less than
0.01%, if applicable, are included in Other Expenses to the extent the
amount reflected may show 0.00%.

(6) Total Annual Fund Operating Expenses do not reflect the application of
contractual expense waivers by Janus Capital. Janus Capital has
contractually agreed to waive the total annual fund operating expenses of
(i) Small Company Value Fund and (ii) assuming the consummation of the
Reorganization, Small Cap Value Fund post-Reorganization (excluding any
performance adjustments applicable to Small Cap Value Fund post-
Reorganization, the distribution and shareholder servicing fees (applicable
to Class A Shares, Class C Shares, Class R Shares and Class S Shares),
administrative services fees (applicable to Class R Shares and Class S
Shares), transfer agency fees payable by shares held directly with Janus
Capital, brokerage commissions, interest, dividends, taxes, and
extraordinary expenses including, but not limited to, acquired fund fees and
expenses) to the extent such operating expenses exceed 1.00% and 0.96%,
respectively, of average daily net assets on the fiscal year ending date in
which the agreement is in effect. The agreement to contractually waive
expenses of Small Cap Value Fund post-Reorganization will be in effect until
at least November 1, 2010 unless terminated, revised, or extended. Refer to
"Expense Limitations" in this Prospectus/Information Statement for the
Funds' expense limit. Based on information in the table above, with the
waiver, assuming Net Annual Fund Operating Expenses would have been included
in the table above, those expenses for each Fund are as follows:

<Table>
<Caption>
SMALL COMPANY VALUE FUND SMALL CAP VALUE FUND (PRO FORMA)
------------------------ --------------------------------

Class A............. 1.25% 1.21%
Class C............. 2.00% 1.96%
Class I............. 1.02% 0.78%
Class R............. 1.75% 1.53%
Class S............. 1.50% 1.28%
Class S Shares (held
directly with
Janus Capital).... 1.03% 1.03%
</Table>

(7) Each Fund pays an investment advisory fee rate that, beginning January 2010,
will adjust up or down by a variable of up to 0.15% (assuming constant
assets) on a monthly basis based upon the Fund's performance relative to its
benchmark index during a measuring period. This fee rate, prior to any
performance adjustment, is 0.74% for Small Company Value Fund and 0.72% for
Small Cap Value Fund. Any such adjustment to this base fee rate may increase
or decrease the Management Fee. Refer to "Management Expenses" in Small
Company Value Fund's Prospectus and in this Prospectus/Information Statement
for additional information with further description in the Statement of
Additional Information. Each Fund has entered into an agreement with Janus
Capital to limit certain expenses (refer to the footnote to the Total Annual
Fund Operating Expenses). Because a fee waiver will have a positive effect
upon a Fund's performance, a fee waiver that is in place during the period
when the performance adjustment applies may affect the performance
adjustment in a way that is favorable to Janus Capital. It is possible that
the cumulative dollar amount of additional compensation ultimately payable
to Janus Capital may, under some circumstances, exceed the cumulative dollar
amount of management fees waived by Janus Capital.

(8) Included in Other Expenses is an administrative services fee of 0.05% of the
average daily net assets of Class J Shares of Small Cap Value Fund to
compensate Janus Capital for providing certain administrative services
including, but not limited to, recordkeeping and registration functions.

EXAMPLES:

THE FOLLOWING EXAMPLES ARE BASED ON EXPENSES WITHOUT WAIVERS AS DISCUSSED
ABOVE UNDER "EXPENSE LIMITATIONS." These examples are intended to help you

compare the cost of investing in Small Company Value Fund and in Small Cap Value
Fund after the Reorganization with the cost of investing in other mutual funds.
The examples assume that you invest $10,000 in Small Company Value Fund and in
Small Cap Value Fund after the Reorganization for the time periods indicated and
reinvest all dividends and distributions without a sales charge. The examples
also assume that your investment has a 5% return each year and that the Funds'
operating expenses without waivers remain the same. The first example assumes
that you redeem all of your Shares at the end of each period. The second example
assumes that you keep your Shares. Although your actual costs may be higher or
lower, based upon these assumptions your costs would be as follows:

IF YOU REDEEM YOUR SHARES:

<Table>
<Caption>
1 YEAR(1)(2)(3) 3 YEARS(1)(4) 5 YEARS(1)(4) 10 YEARS(1)(4)
--------------- ------------- ------------- --------------

SMALL COMPANY VALUE FUND /
SMALL CAP VALUE FUND (PRO FORMA ASSUMING CONSUMMATION OF THE REORGANIZATION)
Class A Shares
Current..................... $749 $1,115 $1,504 $2,589
Pro Forma................... $704 $ 975 $1,267 $2,095
Class C Shares
Current..................... $351 $ 773 $1,321 $2,816
Pro Forma................... $307 $ 640 $1,098 $2,369
Class I Shares
Current..................... $142 $ 440 $ 761 $1,669
Pro Forma................... $ 80 $ 249 $ 433 $ 966
Class R Shares
Current..................... $201 $ 621 $1,068 $2,306
Pro Forma................... $156 $ 483 $ 834 $1,824
Class S Shares
Current..................... $175 $ 542 $ 933 $2,030
Pro Forma................... $130 $ 406 $ 702 $1,545
Class S Shares (held directly
with Janus Capital)
Current (Small Company Value
Fund).................... $175 $ 542 $ 933 $2,030
Current (Class J Shares).... $105 $ 328 $ 569 $1,259
Pro Forma................... $105 $ 328 $ 569 $1,259
</Table>

IF YOU DO NOT REDEEM YOUR SHARES:

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

SMALL COMPANY VALUE FUND /
SMALL CAP VALUE FUND (PRO FORMA ASSUMING CONSUMMATION OF THE REORGANIZATION)
Class A Shares
Current........................ $749 $1,115 $1,504 $2,589
Pro Forma...................... $704 $ 975 $1,267 $2,095
Class C Shares
Current........................ $251 $ 773 $1,321 $2,816
Pro Forma...................... $207 $ 640 $1,098 $2,369
Class I Shares
Current........................ $142 $ 440 $ 761 $1,669
Pro Forma...................... $ 80 $ 249 $ 433 $ 966
Class R Shares
Current........................ $201 $ 621 $1,068 $2,306
Pro Forma...................... $156 $ 483 $ 834 $1,824
Class S Shares
Current........................ $175 $ 542 $ 933 $2,030
Pro Forma...................... $130 $ 406 $ 702 $1,545
Class S Shares (held directly
with Janus Capital)
Current (Small Company Value
Fund)....................... $175 $ 542 $ 933 $2,030
Current (Class J Shares)....... $105 $ 328 $ 569 $1,259
Pro Forma...................... $105 $ 328 $ 569 $1,259
</Table>

--------

(1) Assumes the payment of the maximum initial sales charge on Class A Shares at
the time of purchase for the Funds. The sales charge may be waived or
reduced for certain investors, which would reduce the expenses for those
investors.
(2) A contingent deferred sales charge of up to 1.00% may be imposed on certain
redemptions of Class A Shares bought without an initial sales charge and
then redeemed within 12 months of purchase. The contingent deferred sales
charge is not reflected in the example.
(3) A contingent deferred sales charge of 1.00% applies on Class C Shares
redeemed within 12 months of purchase. The contingent deferred sales charge
may be waived for certain investors, as described in the Shareholder's Guide
(attached hereto as Appendix C).
(4) Contingent deferred sales charge is not applicable.

COMPARISON OF FUND PERFORMANCE

The following information provides some indication of the risks of
investing in the Funds by showing how each Fund's actual performance has varied
over time. The bar charts depict the change in performance from year to year
during the periods indicated. The bar chart figures do not include any
applicable sales charges that an investor may pay when they buy or sell shares
of a Fund. If sales charges were included, the returns would be lower. Since
Small Cap Value Fund does not currently have Class A, Class C, Class I, Class R
and Class S Shares, information shown for Small Cap Value Fund is

based on a share class that has different fees and expenses than share classes
of Small Company Value Fund and does not represent the performance of your
current share class. The table following the charts shows how the performance of
each Fund compares to a broad-based market index (which, unlike the Funds, does
not have any fees or expenses). Each Fund's performance is compared to the
Russell 2000(R) Value Index. After the Reorganization, it is expected that Small
Cap Value Fund will continue to compare its performance to the Russell 2000(R)
Value Index. The index is not actively managed and is not available for direct
investment. All figures assume reinvestment of dividends and distributions. For
certain periods, the Funds' performance may reflect the effect of expense
waivers. Without the effect of these waivers, the performance shown would have
been lower. The performance of the Funds and the index varies over time. Of
course, a Fund's past performance (before and after taxes) is not necessarily an
indication of future performance.

SMALL COMPANY VALUE FUND - CLASS S

<Table>

Annual returns for periods ended 12/31
43.20% 17.23% 5.88% 22.20% (5.27)% (33.76)%
2003 2004 2005 2006 2007 2008

Best Quarter: 2nd-2003 19.71% Worst Quarter: 4th-2008 (24.78)%

</Table>

The Fund's year-to-date return as of the calendar quarter ended March 31, 2009
was (11.25)%.

SMALL CAP VALUE FUND - INVESTOR SHARES

<Table>

Annual returns for periods ended 12/31
14.31% 26.82% 20.05% (15.59)% 36.78% 13.57% 8.90% 12.37% 2.97% (21.79)%
1999 2000 2001 2002 2003 2004 2005 2006 2007 2008

Best Quarter: 4th-2001 24.60% Worst Quarter: 3rd-2002 (22.57)%

</Table>

The Fund's year-to-date return as of the calendar quarter ended March 31, 2009
was (11.00)%.

AVERAGE ANNUAL TOTAL RETURNS (%) AS OF 12/31/08

<Table>
<Caption>
SINCE
1 YEAR(1) 5 YEARS 10 YEARS INCEPTION(2)
--------- ------- -------- ------------

SMALL COMPANY VALUE FUND
Class S Shares(3)
Return Before Taxes.......... (33.76)% (0.98)% N/A 2.29%
Return After Taxes on
Distributions.............. (34.01)% (1.66)% N/A 1.74%
Return After Taxes on
Distributions and Sale of
Fund Shares(4)............. (21.63)% (0.77)% N/A 2.01%
Class A Shares(5)
Return Before Taxes(6)....... (37.47)% (2.04)% N/A 1.38%
Class C Shares(7)
Return Before Taxes.......... (34.79)% (1.47)% N/A 1.86%
Class I Shares(8)
Return Before Taxes.......... (33.44)% (0.98)% N/A 2.29%
Class R Shares(5)
Return Before Taxes.......... (33.94)% (1.34)% N/A 1.84%
Russell 2000(R) Value Index(9)
(reflects no deduction for
expenses, fees, or taxes).... (28.92)% 0.27% 6.11% 2.69%
SMALL CAP VALUE FUND
Investor Shares(10)
Return Before Taxes.......... (21.79)% 2.28% 8.44% N/A
Return After Taxes on
Distributions.............. (23.28)% (0.47)% 6.23% N/A
Return After Taxes on
Distributions and Sale of
Fund Shares(4)............. (12.60)% 1.75% 6.88% N/A
Institutional Shares(11)
Return Before Taxes.......... (21.63)% 2.49% 8.72% N/A
Russell 2000(R) Value Index(9)
(reflects no deduction for
expenses, fees, or taxes).... (28.92)% 0.27% 6.11% N/A
</Table>

--------

(1) Calculated to include contingent deferred sales charge applicable to Class
C Shares.

(2) The inception date for Small Company Value Fund and Small Cap Value Fund is
April 21, 2003. The inception date for the predecessor fund (see footnote
below) of Small Company Value Fund is March 28, 2002. The inception date
for the predecessor fund (see footnote below) of Small Cap Value Fund is
February 14, 1997.

(3) Class S Shares (formerly named Class I Shares) of the Fund commenced
operations on April 21, 2003, after the reorganization of Berger Small Cap
Value Fund II - Investor Shares (the "predecessor fund") into the Fund. The
returns for the Fund reflect the performance of the Investor Shares of the
predecessor fund prior to the reorganization. The performance information
provided for periods prior to April 21, 2003 is for the predecessor fund.
The performance shown for certain periods prior to the Fund's commencement
of Class S Shares was calculated using the fees and expenses of Class S
Shares, without the effect of any fee and expense limitations or waivers.
The performance shown for periods following the Fund's commencement of
Class S Shares reflects the fees and expenses of Class S Shares, net of any
fee and expense limitations or waivers.
(4) If a Fund incurs a loss, which generates a tax benefit, the Return After
Taxes on Distributions and Sale of Fund shares may exceed the Fund's other
return figures.

(5) Class A and Class R Shares of the Fund commenced operations on September
30, 2004. The performance shown for Class A and Class R Shares reflect the
performance of each class from September 30, 2004 to December 31, 2008, the
performance of the Fund's Class S Shares from April 21, 2003 to September
30, 2004, and the historical performance of other classes of shares and the
predecessor fund for periods prior to April 21, 2003. The performance shown
for certain periods prior to the Fund's commencement of Class A and Class R
Shares was calculated using the fees and expenses of Class A and Class R
Shares, respectively, without the effect of any fee and expense limitations
or waivers. The performance shown for periods following the Fund's
commencement of Class A and Class R Shares reflects the fees and expenses
of Class A and Class R Shares, respectively, net of any fee and expense
limitations or waivers.
(6) Calculated assuming maximum permitted sales loads.
(7) Class C Shares of the Fund commenced operations on April 21, 2003. The
performance shown for Class C Shares reflects the performance of the Fund's
Class C Shares from April 21, 2003 to December 31, 2008, and the historical
performance of the predecessor fund for the periods prior to April 21,
2003. The performance shown for certain periods prior to the Fund's
commencement of Class C Shares was calculated using the fees and expenses
of Class C Shares, without the effect of any fee and expense limitations or
waivers. The performance shown for periods following the Fund's
commencement of Class C Shares reflects the fees and expenses of Class C
Shares, net of any fee and expense limitations or waivers.
(8) Class I Shares of the Fund commenced operations on November 28, 2005. The
performance shown for Class I Shares reflects the performance of the Fund's
Class I Shares from November 28, 2005 to December 31, 2008, the performance
of the Fund's Class S Shares from April 21, 2003 to November 28, 2005, and
the historical performance of the predecessor fund for periods prior to
April 21, 2003. The performance shown for certain periods prior to the
Fund's commencement of Class I Shares was calculated using the fees and
expenses of Class I Shares, without the effect of any fee and expense
limitations or waivers. The performance shown for periods following the
Fund's commencement of Class I Shares reflects the fees and expenses of
Class I Shares, net of any fee and expense limitations or waivers.
(9) The Russell 2000(R) Value Index measures the performance of those Russell
2000(R) companies with lower price-to-book ratios and lower forecasted
growth values.
(10) Pursuant to a tax-free reorganization on April 21, 2003, all of the assets
of Berger Small Cap Value Fund - Investor Shares were transferred to Small
Cap Value Fund - Investor Shares. Berger Small Cap Value Fund - Investor
Shares commenced operations on February 14, 1997. The performance
information shown prior to April 21, 2003 is for Berger Small Cap Value
Fund - Investor Shares, the predecessor to Small Cap Value Fund - Investor
Shares.
(11) Pursuant to a tax-free reorganization on April 21, 2003, all of the assets
of Berger Small Cap Value Fund - Institutional Shares were transferred to
Small Cap Value Fund - Institutional Shares. Berger Small Cap Value
Fund - Institutional Shares commenced operations on February 14, 1997. The
performance information shown prior to April 21, 2003 is for Berger Small
Cap Value Fund - Institutional Shares, the predecessor to Small Cap Value
Fund - Institutional Shares.

After-tax returns are calculated using the historically highest individual
federal marginal income tax rates and do not reflect the impact of state and
local taxes. Actual after-tax returns depend on your individual tax situation
and may differ from those shown in the preceding table. The after-tax return
information shown above does not apply to Fund shares held through a tax-
deferred account, such as a 401(k) plan or IRA.

Current performance may be higher or lower than the performance data shown
above. For more recent performance information, visit Janus' website at
janus.com/info.

DISTRIBUTION AND PURCHASE PROCEDURES, EXCHANGE RIGHTS, AND REDEMPTION PROCEDURES

Class A, Class C, Class I, Class R and Class S Shares of Small Cap Value
Fund will have substantially similar class characteristics as the Class A, Class
C, Class I, Class R and Class S Shares of Small Company Value Fund,
respectively. Small Cap Value Fund currently does not offer Class A, Class C,
Class I, Class R and Class S Shares. Upon consummation of the Reorganization,
shares of these classes of Small Cap Value Fund will be established to
correspond with shares of Small Company Value Fund. If you hold Class S Shares
directly with Janus Capital, post-Reorganization, you will be a shareholder of
Small Cap Value Fund's Class J Shares, a class that is currently available for
direct investors. Post-Reorganization, Class J Shares will be closed to new
investors. Existing investors of any Class J Shares of the JIF Trust can
continue to invest in any series of the JIF Trust that offers Class J Shares and
is otherwise available for investment. For additional information about purchase
procedures, exchange rights and redemption procedures, please refer to the
Shareholder's Guide, attached as Appendix C.

Janus Capital is the investment adviser and administrator and Perkins is
the subadviser to both Small Company Value Fund and Small Cap Value Fund, and
Janus Distributors LLC ("Janus Distributors") is the distributor of each Fund.
In addition, the custodian, State Street Bank and Trust Company, and transfer
agent, Janus Services LLC, are the same for both Funds. After the
Reorganization, Small Cap Value Fund will have purchase, exchange, and
redemption procedures for Class A, Class C, Class I, Class R and Class S Shares
(and Class J Shares for Class S shareholders investing directly with Janus
Capital) that are the same or similar to those of the corresponding share
classes in Small Company Value Fund. Prior to the Reorganization, the JIF Trust
will adopt a new plan pursuant to Rule 18f-3 under the 1940 Act which will make
the share class characteristics of the JIF Trust substantially similar to the
share class characteristics of the JAD Trust. Therefore, it is expected that
shareholders of Small Company Value Fund will continue to be subject to the same
procedures and receive the same services as shareholders of Small Cap Value
Fund, as they currently do as shareholders of Small Company Value Fund.

CALCULATION OF NET ASSET VALUE

The Funds each calculate their respective net asset value per share ("NAV")
once each business day at the close of the regular trading session of the New
York Stock Exchange ("NYSE") (normally 4:00 p.m. Eastern time). For additional
information about calculation of NAV, please refer to the Shareholder's Guide,
attached as Appendix C.

DIVIDENDS AND DISTRIBUTIONS

A detailed description of each Fund's policy with respect to dividends and
distributions is available in the "Distributions" section of Small Company Value
Fund's Prospectus, which is incorporated by reference herein, and in Appendix C.

FREQUENT PURCHASES AND REDEMPTIONS

A detailed description of the Funds' policies with respect to frequent
trading of Fund shares is available in the "Excessive Trading" section of Small
Company Value Fund's Prospectus, which is incorporated by reference herein, and
in Appendix C.

TAXES

A detailed description of the tax consequences of buying, holding,
exchanging and selling the Funds' shares is available in the "Taxes" section of
Small Company Value Fund's Prospectus, which is incorporated by reference
herein, and in Appendix C.

DISTRIBUTION ARRANGEMENTS

A detailed description of the Funds' distribution arrangements is available
in the "Distribution, Servicing, and Administrative Fees" section of Small
Company Value Fund's Prospectus, which is incorporated by reference herein, and
in Appendix C.

THE REORGANIZATION

THE PLAN

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

The Plan contemplates: (i) Small Cap Value Fund's acquisition of all or
substantially all of the assets of Small Company Value Fund in exchange solely
for shares of Small Cap Value Fund and the assumption by Small Cap Value Fund of
all of Small Company Value Fund's liabilities, if any, as of the Closing Date;
(ii) the distribution on the Closing Date of those shares to the shareholders of
Small Company Value Fund; and (iii) the complete liquidation of Small Company
Value Fund.

The value of Small Company Value Fund's assets to be acquired and the
amount of its liabilities to be assumed by Small Cap Value Fund and the NAV of a
share of Small Company Value Fund will be determined as of the close of regular
trading on the NYSE on the Closing Date, after the declaration Small Company
Value Fund of distributions, if any on the Closing Date, and will be determined
in accordance with the valuation methodologies described in Small Company Value
Fund's currently effective Prospectuses and Statement of Additional Information.
The Plan provides that Janus Capital will pay all fees of the Reorganization,
including the costs and expenses incurred in the preparation and mailing of this
Prospectus/Information Statement. The Closing Date is expected to be on or about
July 2, 2009.

As soon as practicable after the Closing Date, Small Company Value Fund
will distribute pro rata to its shareholders of record the shares of Small Cap
Value Fund it receives in the Reorganization, so that each shareholder of Small
Company Value Fund

will receive a number of full and fractional shares of Small Cap Value Fund
approximately equal in value to his or her holdings in Small Company Value Fund,
and Small Company Value Fund will be liquidated.

Such distribution will be accomplished by opening accounts on the books of
Small Cap Value Fund in the names of Small Company Value Fund shareholders and
by transferring thereto the shares of Small Cap Value Fund previously credited
to the account of Small Company Value Fund on those books. Each shareholder
account shall be credited with the pro rata number of Small Cap Value Fund's
shares due to that shareholder. All issued and outstanding shares of Small
Company Value Fund will simultaneously be canceled on the books of the JAD
Trust. Accordingly, immediately after the Reorganization, each former
shareholder of Small Company Value Fund will own shares of Small Cap Value Fund
that will be approximately equal to the value of that shareholder's shares of
Small Company Value Fund as of the Closing Date. Any special options will
automatically transfer to the new fund accounts.

The implementation of the Reorganization is subject to a number of
conditions set forth in the Plan. The Plan also requires receipt of a tax
opinion indicating that, for federal income tax purposes, the Reorganization
qualifies as a tax-free reorganization. The Plan may be terminated and the
Reorganization abandoned at any time prior to the Closing Date by the Boards of
Trustees if the Trustees determine that the Reorganization is not in the best
interests of the Funds. Please review the Plan carefully.

REASONS FOR THE REORGANIZATION

The Reorganization is part of some significant enhancements Janus Capital
has recently undertaken to reorganize and simplify its mutual fund platform.
Janus Capital believes that these efforts will provide both meaningful short-
and long-term benefits to fund shareholders. Janus Capital has historically
organized its retail mutual funds into two separate and distinct trusts with
different distribution models and pricing structures. Over time, the funds
offered under these two trusts have been substantially similar. Given Janus
Capital's evolving distribution model focused on servicing the intermediary and
advisor marketplace and the overlapping similarity of fund offerings in the two
trusts, Janus Capital believes that it is in the best interests of all fund
shareholders to merge funds of the two trusts that have the same or
substantially similar investment objectives, strategies, policies and risks.
These reorganizations will create one mutual fund platform with multi-share
class pricing intended to meet the needs of all investors. Through the
reorganizations, shareholders are expected to benefit from the following:

- The reorganizations provide Janus fund shareholders with the opportunity
to continue to invest in a Janus mutual fund offering the same or
substantially similar investment objectives, strategies, policies and
risks, and with the same portfolio management, as their current fund, but
as part of an enhanced fund platform;

- As a result of the reorganizations, certain Janus funds will have larger
asset bases, which may result in the elimination of duplicative expenses
and lead to lower expense ratios in the future (excluding the impact of a
performance adjustment to the investment advisory fee, as further
described herein); and
- Janus Capital's evolving distribution model will permit different types
of shareholders to invest in the same Janus fund providing shareholders
more investment options and the opportunity to invest in funds that have
a more stable asset base.

It is also noteworthy that the Reorganization is designed to qualify as a
tax-free reorganization, so shareholders of Small Company Value Fund should not
realize a tax gain or loss as a direct result of the Reorganization.

Janus Capital met with the Trustees, all of whom are not "interested
persons" (as defined in the 1940 Act) ("Independent Trustees"), counsel to the
Funds and counsel to the Independent Trustees on September 5, 2008, October 2,
2008, February 25, 2009 and March 11-12, 2009 to discuss Janus Capital's
proposal to reorganize the Funds. At each meeting, the Independent Trustees also
discussed this proposal and the Plan with their independent counsel in executive
session. During the course of these meetings, the Trustees requested and
considered such information as they deemed relevant to their deliberations.

At the joint meeting of the Boards of Trustees of the JIF Trust and the JAD
Trust held on March 12, 2009, the Trustees determined that (1) the
Reorganization is in the best interests of Small Company Value Fund and Small
Cap Value Fund; and (2) the Plan should be approved by the Trustees. In making
these determinations, the Trustees considered the following factors, among
others:

(1) The Reorganization is part of a larger strategic repositioning of
Janus Capital's distribution model for Janus mutual funds that is
designed to offer certain potential benefits to Fund shareholders that
are not currently available, including a more diverse Fund shareholder
base, the potential for a more stable level of Fund assets, and access
to a wider range of Janus funds with differing investment strategies.
(2) The current conditions and trends in the securities markets and
related trends in the investment management business, and their
current and potential impact on Janus Capital, the JAD Trust and Fund
shareholders.

(3) Small Company Value Fund has the same investment objective and
substantially similar strategies, policies and risks as Small Cap
Value Fund, and the two Funds are both subadvised by Perkins.

(4) The historical performance of each Fund and that each Fund has the
same benchmark for measuring the Funds' performance.

(5) Shareholders of each Fund will have the opportunity to invest in a
larger Fund and potentially benefit from long-term economies of scale
that may result from the Reorganization.

(6) Fund expenses are not expected to increase materially as a result of
the Reorganization, and Janus Capital anticipates that in the future,
the

elimination of some duplicative expenses and the opportunity for
economies of scale may result in lower future fund expenses (other
than management fees).

(7) Each Fund adopted a performance fee structure effective January 1,
2009 with implementation of the first performance adjustment in
January 2010, and that each Fund's performance fee calculation is
measured by comparing the Fund's performance relative to Russell
2000(R) Value Index, and that such calculation includes a lower base
fee rate for Small Cap Value Fund (0.72%) compared to Small Company
Value Fund (0.74%) and a higher hurdle rate for Small Cap Value Fund
(5.50%) compared to Small Company Value Fund (4.50%) for measuring the
Fund's performance versus the benchmark and determining the
performance adjustment to be made to the base fee rate.

(8) The expense limitation agreements applicable to each Fund which, after
giving effect to fee waivers after the Reorganization, may result in
current Small Company Value Fund shareholders paying lower fees in the
short-term, and provides greater longer term certainty with respect to
total expense ratios.

(9) The benefits of the Reorganization to Janus Capital and its
affiliates, including, among other things, that Janus Capital should
derive greater efficiency, in terms of portfolio management and
operations, by managing a single fund rather than two separate funds
with substantially the same investment objective, strategies, policies
and risks.

(10) The Reorganization would not dilute the interests of either Fund's
current shareholders.

(11) The impact of the Reorganization on the ability of Small Cap Value
Fund to benefit from using a portion of the realized capital losses
generated by Small Company Value Fund and Small Cap Value Fund, as
applicable.

(12) The Reorganization, for each Fund and its shareholders, is expected to
be tax-free in nature.

(13) Small Company Value Fund's shareholders will not pay any fees of the
Reorganization, and immediately after the Reorganization, the full and
fractional value of their shares in Small Cap Value Fund will be equal
to the full and fractional value of their Small Company Value Fund
holdings immediately prior to the Reorganization.

Based on these considerations, among others, the Boards of Trustees of the
JAD Trust and JIF Trust concluded that: (1) the Reorganization is in the best
interests of Small Company Value Fund and Small Cap Value Fund; and (2) the
interests of the existing shareholders of each Fund will not be diluted as a
result of the Reorganization. Accordingly, the Trustees approved the Plan.

FEDERAL INCOME TAX CONSEQUENCES

As a condition to the Reorganization, the JAD Trust and the JIF Trust will
receive a legal opinion from Dechert LLP, special counsel to Janus Capital,
substantially to the effect that, subject to customary assumptions and
representations, on the basis of the existing provisions of the Internal Revenue
Code of 1986, as amended (the "Code"), the

Treasury Regulations promulgated thereunder and current administrative and
judicial interpretations thereof, for federal income tax purposes:

- the transfer of all or substantially all of the assets of Small Company
Value Fund solely in exchange for shares of Small Cap Value Fund and the
assumption by Small Cap Value Fund of all liabilities of Small Company
Value Fund, and the distribution of such shares to the shareholders of
Small Company Value Fund, will constitute a "reorganization" within the
meaning of Section 368(a) of the Code;
- no gain or loss will be recognized by Small Company Value Fund on the
transfer of the assets of Small Company Value Fund to Small Cap Value
Fund in exchange for Small Cap Value Fund shares or the assumption by
Small Cap Value Fund of all liabilities of Small Company Value Fund or
upon the distribution of Small Cap Value Fund shares to Small Company
Value Fund shareholders in exchange for their shares of Small Company
Value Fund;
- the tax basis of Small Company Value Fund's assets acquired by Small Cap
Value Fund will be the same to Small Cap Value Fund as the tax basis of
such assets to Small Company Value Fund immediately prior to the
Reorganization, and the holding period of the assets of Small Company
Value Fund in the hands of Small Cap Value Fund will include the period
during which those assets were held by Small Company Value Fund;
- no gain or loss will be recognized by Small Cap Value Fund upon the
receipt of the assets of Small Company Value Fund solely in exchange for
Small Cap Value Fund shares and the assumption by Small Cap Value Fund of
all liabilities of Small Company Value Fund;
- no gain or loss will be recognized by shareholders of Small Company Value
Fund upon the receipt of Small Cap Value Fund shares by such
shareholders, provided such shareholders receive solely Small Cap Value
Fund shares (including fractional shares) in exchange for their Small
Company Value Fund shares; and

- the aggregate tax basis of Small Cap Value Fund shares, including any
fractional shares, received by each shareholder of Small Company Value
Fund pursuant to the Reorganization will be the same as the aggregate tax
basis of Small Company Value Fund shares held by such shareholder
immediately prior to the Reorganization, and the holding period of Small
Cap Value Fund shares, including fractional shares, to be received by
each shareholder of Small Company Value Fund will include the period
during which Small Company Value Fund shares exchanged were held by such
shareholder (provided that Small Company Value Fund shares were held as a
capital asset on the Closing Date).

The receipt of such an opinion is a condition to the consummation of the
Reorganization. The JAD Trust has not obtained an Internal Revenue Service
("IRS") private letter ruling regarding the federal income tax consequences of
the Reorganization, and the IRS is not bound by advice of counsel. If the
transfer of the assets of Small Company Value Fund in exchange for Small Cap
Value Fund shares and the assumption by Small Cap Value Fund of all liabilities
of Small Company Value Fund does not constitute a tax-free reorganization, each
Small Company Value Fund shareholder generally will

recognize a gain or loss approximately equal to the difference between the value
of Small Cap Value Fund shares such shareholder acquires and the tax basis of
such shareholder's Small Company Value Fund shares.

Prior to the Closing Date, Small Company Value Fund may pay to its
shareholders a cash distribution consisting of any undistributed investment
company taxable income and/or any undistributed realized net capital gains,
including any gains realized from any sales of assets prior to the Closing Date,
which may be attributable to portfolio transitioning. This distribution would be
taxable to shareholders that are subject to tax.

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

As of July 31, 2008 and October 31, 2008, Small Company Value Fund and
Small Cap Value Fund, respectively, did not have any accumulated capital loss
carryforwards. The final amount of the accumulated capital loss carryforwards
for Small Company Value Fund and Small Cap Value Fund is subject to change and
will not be determined until the time of the Reorganization. After and as a
result of the Reorganization, these accumulated capital loss carryforwards, if
any, may in part be subject to limitations under applicable tax laws. As a
result, Small Cap Value Fund may not be able to use some or all of these losses,
if any, as quickly as each Fund may have used these losses in the absence of the
Reorganization, and part of these losses may not be useable at all. The Boards
of Trustees of the JAD Trust and JIF Trust took this factor into account in
concluding that the Reorganization would be in the best interests of the Funds.

CAPITALIZATION

The following table shows, on an unaudited basis, the capitalization as of
October 31, 2008 for Small Company Value Fund and Small Cap Value Fund, as well
as pro forma capitalization giving effect to the Reorganization:

<Table>
<Caption>
SMALL CAP VALUE FUND
SMALL COMPANY SMALL CAP (PRO FORMA AFTER
VALUE FUND(1) VALUE FUND(2) ADJUSTMENTS REORGANIZATION)(2)
------------- ------------- ----------- --------------------

CLASS A
Net Assets............ $ 8,389,843 N/A $ -- $ 8,389,843
Net Asset Value Per
Share............... $ 10.58 N/A $ 7.40 $ 17.98
Shares Outstanding.... 792,997 N/A (326,376) 466,621
CLASS C
Net Assets............ $ 1,647,430 N/A $ -- $ 1,647,430
Net Asset Value Per
Share............... $ 10.17 N/A $ 7.81 $ 17.98
Shares Outstanding.... 161,985 N/A (70,359) 91,626
CLASS I
Net Assets............ $ 2,752,146 N/A $ -- $ 2,752,146
Net Asset Value Per
Share............... $ 10.63 N/A $ 7.35 $ 17.98
Shares Outstanding.... 258,990 N/A (105,923) 153,067
CLASS R
Net Assets............ $ 3,631,234 N/A $ -- $ 3,631,234
Net Asset Value Per
Share............... $ 10.37 N/A $ 7.61 $ 17.98
Shares Outstanding.... 350,016 N/A (148,056) 201,960
CLASS S
Net Assets............ $19,968,143 N/A $ -- $ 19,968,143
Net Asset Value Per
Share............... $ 10.48 N/A $ 7.50 $ 17.98
Shares Outstanding.... 1,904,644 N/A (794,069) 1,110,575
INVESTOR SHARES
Net Assets............ N/A $503,335,090 $ -- $503,335,090
Net Asset Value Per
Share............... N/A $ 17.98 $ -- $ 17.98
Shares Outstanding.... N/A 27,987,146 27,987,146
INSTITUTIONAL SHARES
Net Assets............ N/A $563,463,826 $ -- $563,463,826
Net Asset Value Per
Share............... N/A $ 18.24 $ -- $ 18.24
Shares Outstanding.... N/A 30,896,159 30,896,159
</Table>

--------

(1) Small Company Value Fund currently offers Class A, Class C, Class I, Class R
and Class S Shares.
(2) Small Cap Value Fund currently offers Institutional Shares and Investor
Shares. Upon the consummation of the Reorganization, Class A, Class C, Class
I, Class R and Class S Shares of Small Cap Value Fund will be established
with substantially the same class characteristics as the Class A, Class C,
Class I, Class R and Class S Shares of Small Company Value Fund,
respectively.

OTHER COMPARATIVE INFORMATION ABOUT THE FUNDS

INVESTMENT ADVISER

Janus Capital, 151 Detroit Street, Denver, Colorado 80206-4805, is the
investment adviser to each Fund. Perkins is responsible for the day-to-day
management of each Fund's investment portfolio subject to the general oversight
of Janus Capital. Janus Capital also provides certain administrative and other
services and is responsible for other business affairs of each Fund.

Janus Capital (together with its predecessors) has served as investment
adviser to Janus mutual funds since 1970 and currently serves as investment
adviser to all of the Janus funds, acts as subadviser for a number of private-
label mutual funds, and provides separate account advisory services for
institutional accounts.

Janus Capital furnishes certain administrative, compliance, and accounting
services for the Funds, and may be reimbursed by the Funds for its costs in
providing those services. In addition, employees of Janus Capital and/or its
affiliates serve as officers of the JIF Trust and the JAD Trust, and Janus
Capital provides office space for the Funds and pays all or a portion of the
salaries, fees, and expenses of all Fund officers (with some shared expenses
with the Funds of compensation payable to the Funds' Chief Compliance Officer
and compliance staff) and those Trustees who are considered interested persons
of Janus Capital. As of the date of this Prospectus/Information Statement, none
of the members of the Board of Trustees are "affiliated persons" of Janus
Capital as that term is defined by the 1940 Act.

PAYMENTS TO FINANCIAL INTERMEDIARIES BY JANUS CAPITAL OR ITS AFFILIATES

From its own assets, Janus Capital or its affiliates may pay fees to
selected brokerage firms or other financial intermediaries that sell shares of
the Janus funds for distribution, marketing, promotional, or related services.
Such payments may be based on gross sales, assets under management, or
transactional charges, or on a combination of these factors. The amount of these
payments is determined from time to time by Janus Capital, may be substantial,
and may differ for different financial intermediaries. Payments based primarily
on sales create an incentive to make new sales of shares, while payments based
on assets create an incentive to retain previously sold shares. Sales- and
asset-based payments currently range up to 25 basis points on sales and up to 20
basis points on average annual net assets of shares held through the
intermediary and are subject to change. Payments based on transactional charges
may include the payment or reimbursement of all or a portion of "ticket
charges." Ticket charges are fees charged to salespersons purchasing through a
financial intermediary firm in connection with mutual fund purchases,
redemptions, or exchanges. The payment or reimbursement of ticket charges
creates an incentive for salespersons of an intermediary to sell shares of Janus
funds over shares of funds for which there is lesser or no payment or
reimbursement of any applicable ticket charge. Janus Capital and its affiliates
consider a number of factors in making payments to financial intermediaries,
including the distribution capabilities of the intermediary, the overall quality
of the

relationship, expected gross and/or net sales generated by the relationship,
redemption and retention rates of assets held through the intermediary, the
willingness of the intermediary to cooperate with Janus Capital's marketing
efforts, access to sales personnel, and the anticipated profitability of sales
through the institutional relationship. These factors may change from time to
time. Currently, these payments are limited to the top 100 distributors
(measured by sales or expected sales of shares of the Janus funds).

For all share classes of the Janus funds, Janus Capital, Janus
Distributors, or their affiliates may pay fees, from their own assets, to
brokerage firms, banks, financial advisors, retirement plan service providers,
and other financial intermediaries for providing other marketing or
distribution-related services, as well as recordkeeping, subaccounting,
transaction processing, and other shareholder or administrative services
(including payments for processing transactions via National Securities Clearing
Corporation ("NSCC") or other means) in connection with investments in the Janus
funds. These fees are in addition to any fees that may be paid by the Janus
funds for these types of services or other services.

In addition, Janus Capital or its affiliates may also share certain
marketing expenses with intermediaries, or pay for or sponsor informational
meetings, seminars, client awareness events, support for marketing materials, or
business building programs for such intermediaries, to raise awareness of the
Janus funds. Such payments may be in addition to, or in lieu of, sales-based,
asset-based, and transaction-based payments. These payments are intended to
promote the sales of Janus funds and to reimburse financial intermediaries,
directly or indirectly, for the costs that they or their salespersons incur in
connection with educational seminars, meetings, and training efforts about the
Janus funds to enable the intermediaries and their salespersons to make suitable
recommendations, provide useful services, and maintain the necessary
infrastructure to make the Janus funds available to their customers.

The receipt of (or prospect of receiving) sales-, asset-, and/or
transaction-based payments or reimbursements and other forms of compensation
described above may provide a financial intermediary and its salespersons with
an incentive to favor sales of Janus funds' shares over sales of other mutual
funds (or non-mutual fund investments) or to favor sales of one class of Janus
funds' shares over sales of another Janus funds' share class with respect to
which the financial intermediary does not receive such payments or receives them
in a lower amount. The receipt of these payments may cause certain financial
intermediaries to elevate the prominence of the Janus funds within such
financial intermediary's organization by, for example, placement on a list of
preferred or recommended funds and/or the provision of preferential or enhanced
opportunities to promote the Janus funds in various ways within such financial
intermediary's organization.

The payment arrangements described above will not change the price an
investor pays for shares nor the amount that a Janus fund receives to invest on
behalf of the investor. You should consider whether such arrangements exist when
evaluating any recommendations from an intermediary to purchase or sell shares
of the Funds and when

considering which share class of a Fund is most appropriate for you. Please
contact your financial intermediary or plan sponsor for details on such
arrangements.

MANAGEMENT EXPENSES

Each Fund currently pays Janus Capital an annual fixed investment advisory
fee rate that is calculated daily and paid monthly. Effective January 1, 2009,
each Fund adopted a performance-based investment advisory fee structure that
will begin to adjust the base fee rate up or down beginning January 1, 2010 as
described further below and earlier herein. Each Fund's advisory agreement
details the investment advisory fee and other expenses that each Fund must pay.
Janus Capital pays Perkins, the Funds' subadviser, a subadvisory fee from its
investment advisory fee for managing each Fund.

Each Fund incurs expenses not assumed by Janus Capital, including any
transfer agent and custodian fees and expenses, legal and auditing fees,
printing and mailing costs of sending reports and other information to existing
shareholders, and Independent Trustees' fees and expenses. Small Company Value
Fund incurs additional expenses not assumed by Janus Capital, including
distribution and shareholder servicing fees (12b-1 fee) (applicable to Class A,
Class C, Class R and Class S Shares) and administrative services fees
(applicable to Class R and Class S Shares). The following table reflects each
Fund's contractual investment advisory base fee rate (expressed as an annual
rate), as well as the actual investment advisory fee rate paid by each Fund to
Janus Capital (gross and net of fee waivers, if applicable). The investment
advisory fee rate is aggregated to include all investment advisory and
subadvisory fees paid by each Fund.

Each Fund pays an investment advisory fee rate that, beginning January
2010, may adjust up or down based on each Fund's performance relative to the
cumulative investment record of its benchmark index, the Russell 2000(R) Value
Index over the performance measurement period. The third column in the table
below shows the performance hurdle for outperformance or underperformance during
the measurement period relative to each Fund's benchmark index. The fourth
column shows the performance adjusted investment advisory fee rate, which is
equal to the Fund's base fee rate plus or minus the performance adjustment over
its respective period without any fee waivers. The fifth column shows the actual
investment advisory fee rate paid by each Fund as of the end of its respective
fiscal year, which is equal to the Fund's base fee rate plus or minus the
performance adjustment over its respective measuring period and includes any
applicable fee waiver for Small Company Value Fund. Details discussing this
performance fee are included below with further description in each Fund's
Statement of Additional Information. As an example, if a Fund outperformed its
benchmark index over the performance measurement period by its performance
hurdle rate (listed in the table below), the advisory fee would increase by
0.15% (assuming constant assets). Conversely, if a Fund underperformed its
benchmark index over the performance measurement period by its performance
hurdle rate (listed in the table below), the advisory fee would decrease by
0.15% (assuming constant assets). Actual performance within the full range of
the performance hurdle rate may result in positive or negative incremental
adjustments to the advisory fee of greater or less than 0.15%.

<Table>
<Caption>
PERFORMANCE
PERFORMANCE HURDLE ADJUSTED INVESTMENT ACTUAL INVESTMENT
BASE FEE VS. BENCHMARK INDEX ADVISORY FEE ADVISORY FEE
-------- ------------------- ------------------- -----------------

SMALL COMPANY VALUE
FUND................. 0.74% +/-4.5% N/A(1) 0.43%(2)(3)
SMALL CAP VALUE FUND... 0.72% +/-5.5% N/A(1) 0.72%(4)
</Table>

--------

(1) Any applicable Performance Adjustment will begin January 1, 2010 for the
Fund.

(2) For the fiscal year ended July 31, 2008. This fee reflects fees waived by
Janus Capital but does not reflect the application of any performance
adjustment to the advisory fee rate since that adjustment is not effective
until January 2010.
(3) Janus Capital has agreed to limit the Fund's total annual fund operating
expenses (excluding the distribution and shareholder servicing fees
(applicable to Class A, Class C, Class R and Class S Shares), administrative
services fee (applicable to Class R and Class S Shares) and brokerage
commissions, interest, dividends, taxes, and extraordinary expenses
including, but not limited to, acquired fund fees and expenses) to the
extent such operating expenses exceed 1.00% until at least December 1, 2009.
Application of the expense waiver and its effect on annual fund operating
expenses is reflected, when applicable, in a footnote to the Annual Fund
Operating Expenses table in the "Comparison of Fees and Expenses" section of
this Prospectus/Information Statement, and additional information is
included under "Expense Limitations." The waiver and any applicable
performance adjustment are not reflected in the contractual fee rate shown.
Any applicable performance adjustment will begin January 1, 2010 for the
Fund.
(4) For the fiscal year ended October 31, 2008. Any applicable performance
adjustment will begin January 1, 2010 for the Fund.

Each Fund's investment advisory fee is determined by calculating a base fee
(shown in the previous table) and applying a performance adjustment (described
in further detail below). The performance adjustment either increases or
decreases the base fee depending on how well each Fund has performed relative to
the cumulative performance of the Russell 2000(R) Value Index. The calculation
of the performance adjustment for each Fund is applied as follows:

Investment Advisory Fee = Base Fee +/- Performance Adjustment

The investment advisory fee rate paid to Janus Capital by each Fund in the
table above consists of two components: (i) a base fee calculated by applying
the contractual fixed rate of the advisory fee to the Fund's average daily net
assets during the previous month ("Base Fee Rate"), plus or minus (ii) 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 is the previous 36 months, although no Performance
Adjustment is made until a Fund's performance-based fee structure has been in
effect for at least 12 months. When a Fund's performance-based fee structure has
been in effect for at least 12 months, but less than 36 months, the performance
measurement period is equal to the time that has elapsed since the performance-
based fee structure took effect. Any applicable Performance Adjustment will
begin January 2010 for each Fund.

No Performance Adjustment is applied unless the difference between the
Fund's investment performance and the cumulative 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 compared to its benchmark index (and not its
absolute performance), the Performance Adjustment could increase Janus Capital's
fee even if the Fund's shares lose value during the performance measurement
period and could decrease Janus Capital's fee even if the Fund's shares increase
in value during the performance measurement period. For purposes of computing
the Base Fee Rate and the Performance Adjustment, net assets are averaged over
different periods (average daily net assets during the previous month for the
Base Fee Rate, versus average daily net assets during the performance
measurement period for the Performance Adjustment). Performance of a Fund is
calculated net of expenses whereas a Fund's benchmark index does not have any
fees or expenses. Reinvestment of dividends and distributions is included in
calculating both the performance of a Fund and the Fund's benchmark index. The
Base Fee Rate is calculated and accrued daily. The Performance Adjustment is
calculated monthly in arrears and is accrued evenly each day throughout the
month. The investment fee is paid monthly in arrears.

The investment performance of Small Company Value Fund's Class A Shares,
waiving the upfront sales charge ("Load-Waived Class A Shares"), and the
investment performance of Small Cap Value Fund's Investor Shares ("Investor
Shares") for the performance measurement period are used to calculate each
respective Fund's Performance Adjustment. After Janus Capital determines whether
a particular Fund's performance was above or below its benchmark index, by
comparing the investment performance of Small Company Value Fund's Load-Waived
Class A Shares or the investment performance of Small Cap Value Fund's Investor
Shares against the cumulative investment record of that Fund's benchmark index,
Janus Capital applies the same Performance Adjustment (positive or negative)
across each other class of shares of the Fund, as applicable. It is not possible
to predict the effect of the Performance Adjustment on future overall
compensation to Janus Capital since it depends 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.

Effective with the Reorganization, Small Cap Value Fund will calculate its
Performance Adjustment by comparing the performance of the new Load-Waived Class
A Shares against the investment record of its benchmark index. For the period
from January 1, 2009 to the Closing Date of the Reorganization, Investor Shares
will be used for comparing Small Cap Value Fund's performance and calculating
the performance fee.

The basis for the Trustee's approval of the current investment advisory
agreement for Small Company Value Fund is included in Small Company Value Fund's
unaudited Semiannual Report to shareholders dated January 31, 2009. The basis
for the Trustees' approval of the current investment advisory agreement for
Small Cap Value Fund is currently not available to shareholders, but will be
included in Small Cap Value Fund's

unaudited Semiannual Report to shareholders dated April 30, 2009. For a
discussion regarding the basis for the Trustees' approval of the prior
investment advisory agreement for Small Cap Value Fund, please refer to Small
Cap Value Fund's unaudited Semiannual Report to shareholders dated April 30,
2008.

ADMINISTRATIVE SERVICES FEES

As noted above, upon the consummation of the Reorganization, Class A, Class
C, Class I, Class R and Class S Shares of Small Cap Value Fund will be
established with substantially the same class characteristics as the Class A,
Class C, Class I, Class R and Class S Shares of Small Company Value Fund,
respectively. There will be no change in the terms of administrative services
fees paid by shareholders of Class A, Class C, Class I, Class R and Class S
Shares (for shareholders not investing directly with Janus Capital) after the
Reorganization.

Janus Capital serves as administrator for each Fund, performing internal
accounting, recordkeeping, blue sky monitoring and registration functions of the
JIF Trust and JAD Trust. Janus Capital may be reimbursed by the Funds for
certain administrative and clerical functions it provides to each Fund as well
as for reasonable costs it incurs in performing certain functions. Shareholders
of Class S Shares that invest directly with Janus Capital will hold Class J
Shares of Small Cap Value Fund post-Reorganization. Class J Shares compensate
Janus Capital for its administrative services at the annual rate of 0.05% of the
average daily net assets of Class J Shares. Janus Capital retains this fee. For
the fiscal year ended October 31, 2008, Small Cap Value Fund paid $663,487 to
Janus Capital for administrative services provided. Class S Shares currently do
not pay this administrative fee to Janus Capital, but do pay an administrative
services fee to Janus Services LLC as described below. Class J Shares also pay
Janus Services LLC a transfer agency fee as described below. Post-
Reorganization, Class S shareholders of Small Company Value Fund that invest
directly with Janus Capital, as shareholders of Class J Shares, will pay Janus
Capital an administrative services fee as described herein and pay Janus
Services LLC a transfer agency fee rate as described below.

Janus Services LLC, the transfer agent of the JAD Trust and the JIF Trust,
receives an administrative services fee at an annual rate of up to 0.25% of the
average daily net assets of Class R and Class S Shares of each Fund for
providing, or arranging for the provision of, administrative services, including
recordkeeping, subaccounting, order processing for omnibus or networked
accounts, or other shareholder services provided on behalf of investors. Order
processing includes the submission of transactions through the NSCC or similar
systems, or those processed on a manual basis with Janus Services LLC. Janus
Services LLC expects to use all or a significant portion of this fee to
compensate retirement plan service providers and other financial intermediaries
for providing these services to their customers who invest in the Funds.

Shareholders of Class S Shares of Small Company Value Fund that invest
directly with Janus Capital will hold Class J Shares of Small Cap Value Fund
post-Reorganization. Class J Shares pay Janus Services an asset-weighted average
annual fee based on the proportion of assets of Class J Shares sold directly and
the proportion of those assets

sold through financial intermediaries. The applicable annual fee rates are 0.12%
of the daily closing net asset value of assets sold directly to shareholders and
0.25% of the daily closing net asset value of portfolio assets sold through
financial intermediaries. Fees paid by Class J Shares of Small Cap Value Fund to
Janus Services LLC for the fiscal year ended October 31, 2008 were $1,376,745.

With respect to transactions in or for administrative services provided to
Class A, Class C and Class I Shares of the Funds, certain intermediaries may
charge fees for administrative services, including recordkeeping, subaccounting,
order processing for omnibus or networked accounts, or other shareholder
services provided by intermediaries on behalf of the shareholders of the Funds.
Order processing includes the submission of transactions through the NSCC or
similar systems or processed on a manual basis with Janus Services LLC. These
administrative fees are paid by Class A, Class C and Class I Shares of each Fund
to Janus Services LLC, which uses such fees to reimburse intermediaries. Because
the form and amount charged varies by intermediary, the amount of the
administrative fee borne by the class is an average of all fees charged by
intermediaries. In the event an intermediary receiving payments from Janus
Services LLC on behalf of a Fund converts from a networking structure to an
omnibus account structure or otherwise experiences increased costs, fees borne
by the shares may increase.

SUBADVISER

Perkins serves as subadviser to each Fund. Perkins (together with its
predecessors), 311 S. Wacker Drive, Suite 6000, Chicago, Illinois 60606, has
been in the investment management business since 1984 and provides day-to-day
management of each Fund's portfolio operations, as well as other mutual funds
and separate accounts. Janus Capital owns approximately 78% of Perkins.

INVESTMENT PERSONNEL

Co-Portfolio Managers Robert H. Perkins, Todd H. Perkins, and Justin Tugman
are responsible for the day-to-day management of each Fund, with no limitation
on the authority of one co-portfolio manager in relation to the others.

ROBERT H. PERKINS is Co-Portfolio Manager of Small Company Value Fund since
March 2009 and Small Cap Value Fund, which he co-managed the Fund's predecessor
since its inceptions in 1985 He is also Portfolio Manager of other Janus
accounts. Mr. Perkins has been a portfolio manager since 1970 and serves as a
director of Perkins. He holds a Bachelor of Science degree in Business from
Miami University.

TODD H. PERKINS is Co-Portfolio Manager of Small Company Value Fund since
March 2009 and Small Cap Value Fund since February 2004. He is also Portfolio
Manager of other Janus accounts. He joined Perkins in 1998 as head trader and
research analyst. Mr. Perkins holds a Bachelor of Arts degree in Communications
from DePaul University.

JUSTIN TUGMAN, CFA, is Co-Portfolio Manager of Small Company Value Fund and
Small Cap Value Fund, which he has co-managed since March 2009. Mr. Tugman
joined Perkins in June 2004 as a research analyst. Mr. Tugman holds a Bachelor
of Science degree in Finance from the University of Wyoming and a Master's
degree in Finance from Tulane University. Mr. Tugman holds the Chartered
Financial Analyst designation.

Small Company Value Fund's Statement of Additional Information dated
November 28, 2008 and Small Cap Value Fund's Statement of Additional Information
dated February 27, 2009, both of which are incorporated by reference herein,
provide information about the structure and method of the Funds' portfolio
managers' compensation, as well as their management of other accounts and
ownership of Fund securities.

SECURITIES TO BE ISSUED, KEY DIFFERENCES IN SHAREHOLDER RIGHTS

Small Company Value Fund is organized as a separate series of the JAD
Trust, a Delaware statutory trust, and is governed by an Amended and Restated
Trust Instrument ("JAD Trust Instrument") and JAD Bylaws. Small Cap Value Fund
is organized as a separate series of the JIF Trust, a Massachusetts business
trust, and is governed by an Amended and Restated Agreement and Declaration of
Trust dated March 18, 2003, as amended from time to time ("JIF Trust
Instrument") and JIF Bylaws.

All shares of a JIF fund participate equally in dividends and other
distributions by the shares of the same class of that fund, and in residual
assets of that class of that fund in the event of liquidation. Shares of each
fund have no preemptive, conversion, or appraisal rights. Shares of all funds in
the JIF Trust have noncumulative voting rights, which means that the holders of
more than 50% of the value of shares of all funds of the JIF Trust voting for
the election of Trustees can elect 100% of the Trustees if they choose to do so.
Shares of a JIF fund may be transferred by endorsement or stock power as is
customary, but a fund is not bound to recognize any transfer until it is
recorded on its books. The funds have the right to redeem, at the then current
NAV, the shares of any shareholder whose account does not meet certain minimum
requirements as described in the funds' prospectus(es).

Key differences affecting the rights of shareholders under the JAD Trust
Instrument, JAD Bylaws and Delaware law and the JIF Trust Instrument and JIF
Bylaws and Massachusetts law are presented below, and are qualified in their
entirety by reference to the JAD Trust Instrument and the JIF Trust Instrument.

<Table>
<Caption>
SMALL COMPANY VALUE FUND SMALL CAP VALUE FUND
------------------------ --------------------

A shareholder is entitled to one vote for each whole share A shareholder is entitled to one vote for each dollar of net
held (and fractional votes for fractional shares held) in asset value standing in such shareholder's name on the books
such shareholder's name on the books of the JAD Trust. of the JIF Trust (and a fractional vote for each fractional
dollar).

Any Trustee may be removed at any meeting of the Any Trustee may be removed by a vote of at least two-thirds
shareholders by a vote of at least of the shareholders of the JIF Trust at a meeting called for
the
</Table>

<Table>
<Caption>
SMALL COMPANY VALUE FUND SMALL CAP VALUE FUND
------------------------ --------------------

two-thirds of the outstanding shares of the JAD Trust. purpose, or by a written declaration signed by at least two-
thirds of the shareholders and filed with the Trust's
custodian.

Shareholders do not have the power to vote on whether or not Shareholders have the power to vote to the same extent as
a court action, proceeding or claim should or should not be shareholders of a Massachusetts business corporation as to
brought or maintained derivatively or as a class action on whether a court action, proceeding or claim should be
behalf of the Trust or any series thereof or the brought or maintained derivatively or as a class action on
shareholders. behalf of the Trust or any series thereof.

There is no provision related to dividends or distributions Any dividend or distribution paid in shares will be paid at
paid in shares. the net asset value of the shares.

Shareholders shall be entitled to at least fifteen days' Shareholders shall be entitled to at least seven days'
notice of any shareholder meetings. notice of any shareholder meetings.

The Trustees are required to call a special meeting upon the The Trustees are required to promptly call a special meeting
written request of shareholders owning at least two-thirds upon the written request of shareholders holding not less
of the outstanding shares of such series or class entitled than 10% of the shares then outstanding for the purpose of
to vote. voting on the removal of any Trustee. Additionally, if the
Trustees fail to call meeting by 30 days after a request by
the holders of 10% of the shares then outstanding, the
shareholders may call and give notice of such meeting.

Quorum for the transaction of business at shareholder Quorum for the transaction of business at shareholder
meetings is set at one-third of the outstanding shares or of meetings is set at thirty percent of the outstanding shares
the shares entitled to vote either in person or by proxy, or of the shares entitled to vote either in person or by
unless otherwise required by applicable law, the Bylaws or proxy, unless otherwise required by applicable law, the
the Trust Instrument. Bylaws or the Trust Instrument.

No provision is made for shareholder communications. Subject to meeting certain stated criteria, shareholders may
communicate directly with other shareholders for the purpose
of obtaining signatures to request a shareholder meeting.

The Trustees may not change outstanding shares in a manner No provision prevents the Trustees from changing outstanding
materially adverse to the shareholders. shares in a manner materially adverse to the shareholders.

No shareholder shall be personally bound and no payment Under Massachusetts law, shareholders of a Massachusetts
demand made on any shareholder except as agreed to by the business trust could, under certain circumstances, be held
shareholder. Shareholders shall have the liable for the obligations of their fund. However,
</Table>

<Table>
<Caption>
SMALL COMPANY VALUE FUND SMALL CAP VALUE FUND
------------------------ --------------------

same limitation of personal liability as is extended to the JIF Trust Instrument provides that no shareholder shall
shareholders of a private corporation for profit be personally bound and no payment demand made on any
incorporated in the State of Delaware. shareholder except as agreed to by the shareholder.

The Trust, on behalf of the affected series, shall, upon In case any shareholder (or former shareholder) of any
request by such shareholder, assume the defense of any such series of the Trust shall be charged or held to be
claim made against such shareholder for any act or personally liable for any obligation or liability of the
obligation of the series and satisfy any judgment thereon Trust solely by reason of being or having been a shareholder
from the assets of the series. and not because of such shareholder's acts or omissions or
for some other reason, said series (upon proper and timely
request by the shareholder) shall assume the defense against
such charge and satisfy any judgment thereon, and the
shareholder or former shareholder (or such shareholder's
heirs, executors, administrators or other legal
representatives or in the case of a corporation or other
entity, its corporate or other general successor) shall be
entitled out of the assets of said series estate to be held
harmless from and indemnified against all loss and expense
arising from such liability.

No requirement exists that shareholders receive notification Shareholders of the relevant series or class thereof must be
of the liquidation of any particular series or class notified prior to giving effect to any authorization for the
thereof. liquidation of any particular series or class.

Subject to making certain determinations, the Trustees may A shareholder vote is necessary to terminate the Trust.
terminate the Trust or any series without obtaining a However, the Trustees may merge, liquidate or reorganize any
shareholder vote. Absent such determinations, terminating a series without seeking shareholder approval if in accordance
Trust or series requires a shareholder vote. with legal requirements such as the 1940 Act requirements.

There is no requirement that shareholders receive prior Prior to giving effect to any such authorization of
notice of any consolidation, merger or transfer. consolidation, merger or transfer, shareholders of the
relevant series or class must be notified.
</Table>

ADDITIONAL INFORMATION

SHARE OWNERSHIP

The following table shows, as of the close of business on March 31, 2009,
the number of outstanding shares and net assets of each class of Small Company
Value Fund and Small Cap Value Fund:

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

Small Company Value Fund
- Class A Shares................... 801,383 $ 6,779,696
- Class C Shares................... 162,319 $ 1,318,030
- Class I Shares................... 635,229 $ 5,374,035
- Class R Shares................... 373,225 $ 3,090,300
- Class S Shares................... 1,967,660 $ 16,449,636
TOTAL.............................. 3,939,816 $ 33,011,697
Small Cap Value Fund
- Investor Shares.................. 22,245,973 $304,324,912
- Institutional Shares............. 32,404,759 $448,805,914
TOTAL.............................. 54,650,732 $753,130,826
</Table>

To the knowledge of Janus Capital, as of March 31, 2009, the officers and
Trustees beneficially owned, as a group, less than 1% of any class of each Fund.

Beneficial owners of 5% or more of the outstanding shares of each Fund as
of March 31, 2009, are shown below. To the best knowledge of the JAD Trust and
the JIF Trust, no person beneficially owned more than 5% of the outstanding
shares of each Fund except as shown below, and such owners may not be the
beneficial owner of all or a portion of the shares.

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

Small Company Value Fund
- Class A Shares........... Merrill Lynch Pierce Fenner & Smith Inc. 531,838 66.37%
For The Sole Benefit Of Customers
Jacksonville, FL

Charles Schwab & Co. Inc. 131,558 16.42%
Special Custody Account
FBO Institutional Client Accounts
San Francisco, CA

GPC As Agent For Reliance Trust Company 43,872 5.47%
FBO Kimco Realty Corporation 401K Plan
Atlanta, GA
</Table>

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

Small Company Value Fund
- Class C Shares........... Merrill Lynch Pierce Fenner & Smith Inc. 49,701 30.62%
For The Sole Benefit Of Customers
Jacksonville, FL

Capital Bank & Trust Company TTEE 27,387 16.87%
FBO United Consulting Ltd. 401K Plan
Greenwood Vlg, CO
Small Company Value Fund
- Class I Shares........... Janus Smart Portfolio - Moderate 247,011 38.89%
Small Company Value Omnibus Account
Denver, CO

Janus Smart Portfolio - Growth 200,348 31.54%
Small Company Value Omnibus Account
Denver, CO

SunTrust Bank 149,869 23.59%
FBO Vitas Healthcare Corp. 401K
Greenwood Vlg, CO
Small Company Value Fund
- Class R Shares........... EMJAY Corporation Custodian 144,032 38.59%
FBO Plans Of RPSA Customers
Greenwood Vlg, Co

Merrill Lynch Pierce Fenner & Smith Inc. 66,433 17.80%
Jacksonville, FL

MG Trust Company As Agent For Frontier 23,386 6.27%
Trust Co. As Trustee
Charleston Place Associates Retire
Fargo, ND
Small Company Value Fund
- Class S Shares........... Wachovia Bank 266,252 13.53%
FBO Various Retirement Plans
A/C 9888888836 NC-1151
Charlotte, NC

American United Life Insurance Co. 215,862 10.97%
Group Retirement Annuity
Indianapolis, IN

PWMCO, LLC 188,984 9.60%
FBO 101081
Chicago, IL

State Street Bank & Trust Co. Custodian 117,934 5.99%
FBO Citistreet Core Market U/A 4/01/03
North Quincy, MA

Nationwide Trust Company FSB 101,114 5.14%
C/O IPO Portfolio Accounting
Columbus, OH
</Table>

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

Small Cap Value Fund
- Investor Shares.......... National Financial Services Corp. 4,562,956 20.51%
For the Exclusive Benefit of Our Customers
New York, NY

Prudential Investment Management Service 4,247,276 19.09%
FBO Mutual Fund Clients
Newark, NJ

Charles Schwab & Co., Inc. 2,168,251 9.75%
Reinvest Account
San Francisco, CA

ING 1,827,758 8.22%
Group Trust
Trustee: Reliance Trust Company
Somerset, NJ
Small Cap Value Fund
- Institutional Shares..... Vanguard Fiduciary Trust Company 7,746,668 23.91%
Valley Forge, PA

JP Morgan Chase Bank Cust. 7,112,792 21.95%
Super Saver Capital Accumulation Plan for
EE of Participating AMR Co. Subsidiaries
New York, NY

National Financial Services Corp. 5,446,818 16.81%
For the Exclusive Benefit of Our Customers
New York, NY
</Table>

To the best knowledge of the Trusts, the percentage of each applicable
class of Small Cap Value Fund that would be owned by the above named
shareholders upon consummation of the Reorganization is expected to be
approximately the same.

TRUSTEES AND OFFICERS

The following individuals comprise the Boards of Trustees of the JIF and
JAD Trusts: Jerome S. Contro, William F. McCalpin, John W. McCarter, Jr., Dennis
B. Mullen, James T. Rothe, William D. Stewart, Martin H. Waldinger and Linda S.
Wolf. Each of the Trustees is not an "interested" person of Janus Capital, the
JIF Trust or the JAD Trust, as that term is defined under the 1940 Act. The
officers of each Trust are disclosed in each Fund's Statement of Additional
Information.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

PricewaterhouseCoopers LLP, 1670 Broadway, Suite 1000, Denver, Colorado,
80202, the Independent Registered Public Accounting Firm for the Funds, audits
the Funds' annual financial statements and compiles their tax returns.

LEGAL MATTERS

Information regarding material pending legal proceedings involving Janus
Capital and/or the Funds is attached as Appendix D to this
Prospectus/Information Statement.

INFORMATION AVAILABLE THROUGH THE SEC

Small Company Value Fund and Small Cap Value Fund are each subject to the
information requirements of the Securities Exchange Act of 1934, as amended, and
the 1940 Act. In accordance therewith, each files reports and other information
with the SEC. Reports, proxy statements, information statements, registration
statements, and other information may be inspected without charge and copied at
the Public Reference Room maintained by the SEC at: 100 F Street, NE, Room 1580,
Washington, DC 20549 and at the following regional offices of the SEC: 3 World
Financial Center, Room 4300, New York, NY 10281; 801 Brickell Ave., Suite 1800,
Miami, FL 33131; 175 W. Jackson Boulevard, Suite 900, Chicago, IL 60604; 1801
California Street, Suite 1500 Denver, CO 80202-2656; and 5670 Wilshire
Boulevard, 11th Floor, Los Angeles, CA 90036-3648. Copies of such materials also
may be obtained from the Public Reference Branch, Office of Consumer Affairs and
Information Services, Securities and Exchange Commission, Washington, D.C. 20549
at prescribed rates. You can get text only copies, after paying a duplicating
fee, by sending an electronic request by e-mail to publicinfo@sec.gov or by
writing to or calling the Public Reference Room, Washington, D.C. 20549-0102 (1-
202-942-8090). Information on the operation of the Public Reference Room may
also be obtained by calling this number. You may also obtain reports and other
information about the Funds from the Electronic Data Gathering Analysis and
Retrieval (EDGAR) Database on the SEC's website at http://www.sec.gov.

By order of the Board of Trustees,

/s/ Robin C. Beery

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

APPENDIX A

FORM OF AGREEMENT AND PLAN OF REORGANIZATION

THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") is made as of
this [ ] day of [ ], 2009, by and among Janus Adviser Series, a Delaware
statutory trust (the "JAD Trust"), on behalf of Janus Adviser [ ] Fund, a
series of the JAD Trust (the "Predecessor Fund"), Janus Investment Fund (the
"JIF Trust"), a Massachusetts business trust, on behalf of Janus [ ] Fund a
series of the JIF Trust (the "Successor Fund"), and Janus Capital Management
LLC, a Delaware limited liability company ("JCM").

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

This Agreement is intended to be and is adopted as a plan of reorganization
and liquidation within the meaning of Section 368(a) of the United States
Internal Revenue Code of 1986, as amended (the "Code"). The reorganization (the
"Reorganization") will consist of the transfer by the Predecessor Fund of all or
substantially all of its assets to the Successor Fund, in exchange solely for
Class A, Class C, Class I, Class J, Class R and Class S voting shares of
beneficial interest in the Successor Fund (the "Successor Fund Shares") having
an aggregate net asset value equal to the aggregate net asset value of the same
class of shares of the Predecessor Fund, except that Class J Successor Fund
Shares shall be delivered to the JAD Trust having an aggregate net asset value
equal to the value of the aggregate net assets of Class S Shares of the
Predecessor Fund which are held by direct shareholders, the assumption by the
Successor Fund of all the liabilities of the Predecessor Fund, and the
distribution of the Class A, Class C, Class I, Class J, Class R and Class S
Successor Fund Shares to the shareholders of the Predecessor Fund in complete
liquidation of the Predecessor Fund as provided herein, all upon the terms and
conditions hereinafter set forth in this Agreement.

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

WHEREAS, concurrently herewith, the Board of Trustees of each of the JAD
Trust and the JIF Trust are entering into separate Plans of Reorganization which
contemplate the reorganization of certain series of the JAD Trust into existing
series of the JIF Trust (each a "Preexisting Fund Reorganization"); and

WHEREAS, concurrently herewith, the Board of Trustees of each of the JAD
Trust and the JIF Trust are entering into separate Plans of Reorganization which
contemplate

A-1

the reorganization of certain series of the JAD Trust into newly created series
of the JIF Trust (each a "Shell Reorganization").

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

1. PLAN OF REORGANIZATION

1.1 Subject to the terms and conditions herein set forth, the JAD Trust
shall (i) transfer all or substantially all of the assets of the Predecessor
Fund, as set forth in paragraph 1.2, to the Successor Fund, (ii) the JIF Trust
shall cause the Successor Fund to deliver to the JAD Trust full and fractional
Class A, Class C, Class I, Class J, Class R and Class S Successor Fund Shares
having an aggregate net asset value equal to the value of the aggregate net
assets of the same class of shares of the Predecessor Fund, except that full and
fractional Class J Successor Fund Shares shall be delivered to the JAD Trust
having an aggregate net asset value equal to the value of the aggregate net
assets of Class S Shares of the Predecessor Fund which are held by direct
shareholders, as of the close of regular session trading on the New York Stock
Exchange on the Closing Date, as set forth in paragraph 2.1 (the "Closing Date")
and (iii) the JIF Trust shall cause the Successor Fund to assume all liabilities
of the Predecessor Fund, as set forth in paragraph 1.2. Such transactions shall
take place at the closing provided for in paragraph 2.1 (the "Closing").

1.2 The assets of the Predecessor Fund to be acquired by the Successor
Fund shall consist of all property, including, without limitation, all cash,
securities, commodities and futures interests, and dividends or interest
receivable which are owned by the Predecessor Fund and any deferred or prepaid
expenses shown as an asset on the books of the Predecessor Fund on the Closing
Date. The Successor Fund will assume all of the liabilities, expenses, costs,
charges and reserves of the Predecessor Fund of any kind, whether absolute,
accrued, contingent or otherwise in existence on the Closing Date.

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

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JIF Trust's transfer agent. As soon as practicable after the Closing, the JAD
Trust shall take all steps necessary to effect a complete liquidation of the
Predecessor Fund.

2. CLOSING AND CLOSING DATE

2.1 The Closing Date shall be July 2, 2009, or such other date as the
parties may agree to in writing. All acts taking place at the Closing shall be
deemed to take place simultaneously as of immediately after the close of
business on the Closing Date unless otherwise agreed to by the parties. The
close of business on the Closing Date shall be as of 4:00 p.m. New York Time.
The Closing shall be held at the offices of JCM, 151 Detroit Street, Denver,
Colorado 80206-4805, or at such other time and/or place as the parties may
agree.

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

3. REPRESENTATIONS AND WARRANTIES

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

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

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

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

(iv) this Agreement has been duly executed by the JAD Trust on behalf
of the Predecessor Fund and constitutes its valid and binding obligation,
enforceable in accordance with its terms, subject to applicable bankruptcy,
reorganization,

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insolvency, moratorium and other rights affecting creditors' rights
generally, and general equitable principles;

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

(vi) the unaudited statement of assets and liabilities of the
Predecessor Fund as of the Closing Date, determined in accordance with
generally accepted accounting principles consistently applied from the
prior audited period, accurately reflects all liabilities of the
Predecessor Fund as of the Closing Date;

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

(viii) On the Closing Date, all Federal and other tax returns,
dividend reporting forms, and other tax-related reports of the Predecessor
Fund required by law to have been filed by such date (including any
extensions) shall have been filed and are or will be correct in all
material respects, and all Federal and other taxes shown as due or required
to be shown as due on said returns and reports shall have been paid or
provision shall have been made for the payment thereof; and

(ix) For each taxable year of its operation (including the taxable
year which ends on the Closing Date), the Predecessor Fund has met (or will
meet) the requirements of Subchapter M of the Internal Revenue Code of
1986, as amended (the "Code") for qualification as a regulated investment
company, has been (or will be) eligible to and has computed (or will
compute) its federal income tax under Section 852 of the Code, and will
have distributed all of its investment company taxable income and net
capital gain (as defined in the Code) that has accrued through the Closing
Date.

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

(i) the JIF Trust is duly organized and existing under its Amended and
Restated Declaration of Trust (the "JIF Declaration of Trust") and the laws
of the Commonwealth of Massachusetts as a voluntary association with
transferable shares of beneficial interest commonly referred to as a
"Massachusetts business trust";

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

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

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

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

(vi) the net asset value per share of a Class A, Class C, Class I,
Class J, Class R and Class S Successor Fund Share as of the close of
regular session trading on the New York Stock Exchange on the Closing Date
reflects all liabilities of the Successor Fund as of that time and date;

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

(viii) On the Closing Date, all Federal and other tax returns,
dividend reporting forms, and other tax-related reports of the Successor
Fund required by law to have been filed by such date (including any
extensions) shall have been filed and are or will be correct in all
material respects, and all Federal and other taxes shown as due or required
to be shown as due on said returns and reports shall have been paid or
provision shall have been made for the payment thereof; and

(ix) For each taxable year of its operation (including the taxable
year which includes the Closing Date), the Successor Fund has met (or will
meet) the requirements of Subchapter M of the Code for qualification as a
regulated investment company, has been (or will be) eligible to and has
computed (or will compute) its federal income tax under Section 852 of the
Code, and has distributed

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all of its investment company taxable income and net capital gain (as
defined in the Code) for periods ending prior to the Closing Date.

4. CONDITIONS PRECEDENT

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

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

(ii) The applicable Class A, Class C, Class I, Class J, Class R and
Class S Successor Fund Shares shall have been duly qualified for offering
to the public in all states in which such qualification is required for
consummation of the transactions contemplated hereunder;

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

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

(v) The JIF Trust and the JAD Trust shall have received the opinion of
Dechert LLP addressed to each of them substantially to the effect that,
based upon certain facts, assumptions, and representations, the transaction
contemplated by this Agreement shall constitute a tax-free reorganization
for Federal income tax purposes. The delivery of such opinion is
conditioned upon receipt by Dechert LLP of representations it shall request
of JCM, the JIF Trust and the JAD Trust.

A-6

Notwithstanding anything herein to the contrary, neither the JIF Trust nor
the JAD Trust may waive the condition set forth in this paragraph;

(vi) Unless otherwise determined by the officers of the Predecessor
Fund, the Predecessor Fund shall have declared and paid a distribution or
distributions prior to the Closing that, together with all previous
distributions, shall have the effect of distributing to its shareholders
(i) all of its investment company taxable income and all of its net
realized capital gains, if any, for the period from the close of its last
fiscal year to 4:00 p.m. New York Time on the Closing; and (ii) any
undistributed investment company taxable income and net realized capital
gains from any period to the extent not otherwise already distributed; and

(vii) The conditions precedent to (A) each of the Preexisting Fund
Reorganizations and (B) each of the Shell Reorganizations shall have been
satisfied, unless the Board of Trustees of the JAD Trust and/or the JIF
Trust shall have waived this condition and deemed it to be in the best
interests of the Predecessor Fund that the Reorganization should proceed.

5. EXPENSES

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

6. ENTIRE AGREEMENT

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

7. TERMINATION

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

8. AMENDMENTS

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

9. NOTICES

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

A-7

10. HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT; LIMITATION OF LIABILITY

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

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

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

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

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

A-8

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

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

<Table>

ATTEST JANUS ADVISER SERIES
For and on behalf of the
Predecessor Fund

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

ATTEST JANUS INVESTMENT FUND
For and on behalf of the Successor
Fund

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

ATTEST JANUS CAPITAL MANAGEMENT LLC

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

A-9

APPENDIX B

OTHER INVESTMENT TECHNIQUES AND RELATED RISKS
OF THE FUNDS

Unless otherwise stated within its specific investment policies, each Fund
may also invest in other types of domestic and foreign securities and use other
investment strategies as described below. These securities and strategies are
not principal investment strategies of the Funds. If successful, they may
benefit the Funds by earning a return on the Funds' assets or reducing risk;
however, they may not achieve the Funds' objective. Additional information
regarding these investment techniques and risks is included in each Fund's
Statement of Additional Information. These securities and strategies may
include:

EQUITY AND DEBT SECURITIES

BANK LOANS include institutionally-traded floating and fixed-rate debt
securities generally acquired as a participation interest in or assignment of a
loan originated by a lender or financial institution. Assignments and
participations involve credit, interest rate, and liquidity risk. Interest rates
on floating rate securities adjust with interest rate changes and/or issuer
credit quality. If a Fund purchases a participation interest, it may only be
able to enforce its rights through the lender and may assume the credit risk of
both the borrower and the lender. Additional risks are involved in purchasing
assignments. If a loan is foreclosed, a Fund may become part owner of any
collateral securing the loan and may bear the costs and liabilities associated
with owning and disposing of any collateral. The Fund could be held liable as a
co-lender. In addition, there is no assurance that the liquidation of any
collateral from a secured loan would satisfy a borrower's obligations or that
any collateral could be liquidated. A Fund may have difficulty trading
assignments and participations to third parties or selling such securities in
secondary markets, which in turn may affect the Fund's NAV.

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

CERTIFICATES OF PARTICIPATION ("COPS") are certificates representing an
interest in a pool of securities. Holders are entitled to a proportionate
interest in the underlying securities. Municipal lease obligations are often
sold in the form of COPs. Refer to "Municipal lease obligations" below.

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

B-1

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

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

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

DEPOSITARY RECEIPTS are receipts for shares of a foreign-based corporation
that entitle the holder to dividends and capital gains on the underlying
security. Receipts include those issued by domestic banks (American Depositary
Receipts), foreign banks (Global or European Depositary Receipts), and broker-
dealers (depositary shares).

EQUITY SECURITIES generally include domestic and foreign common stocks;
preferred stocks; securities convertible into common stocks or preferred stocks;
warrants to purchase common or preferred stocks; and other securities with
equity characteristics.

EXCHANGE-TRADED FUNDS are index-based investment companies which hold
substantially all of their assets in securities with equity characteristics. As
a shareholder of another investment company, a Fund would bear its pro rata
portion of the other investment company's expenses, including advisory fees, in
addition to the expenses the Fund bears directly in connection with its own
operations.

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

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

INDUSTRIAL DEVELOPMENT BONDS are revenue bonds that are issued by a public
authority but which may be backed only by the credit and security of a private
issuer and may involve greater credit risk. Refer to "Municipal securities"
below.

MORTGAGE- AND ASSET-BACKED SECURITIES are shares in a pool of mortgages or
other debt instruments. These securities are generally pass-through securities,
which means that principal and interest payments on the underlying securities
(less servicing fees) are passed through to shareholders on a pro rata basis.
These securities involve prepayment risk, which is the risk that the underlying
mortgages or other debt may be refinanced or paid off prior to their maturities
during periods of declining interest rates. In that case, a

B-2

Fund may have to reinvest the proceeds from the securities at a lower rate.
Potential market gains on a security subject to prepayment risk may be more
limited than potential market gains on a comparable security that is not subject
to prepayment risk.

MORTGAGE DOLLAR ROLLS are transactions in which a Fund sells a mortgage-
related security, such as a security issued by GNMA, to a dealer and
simultaneously agrees to purchase a similar security (but not the same security)
in the future at a predetermined price. A "dollar roll" can be viewed as a
collateralized borrowing in which a Fund pledges a mortgage-related security to
a dealer to obtain cash.

MUNICIPAL LEASE OBLIGATIONS are revenue bonds backed by leases or
installment purchase contracts for property or equipment. Lease obligations may
not be backed by the issuing municipality's credit and may involve risks not
normally associated with general obligation bonds and other revenue bonds. For
example, their interest may become taxable if the lease is assigned and the
holders may incur losses if the issuer does not appropriate funds for the lease
payments on an annual basis, which may result in termination of the lease and
possible default.

MUNICIPAL SECURITIES are bonds or notes issued by a U.S. state or political
subdivision. A municipal security may be a general obligation backed by the full
faith and credit (i.e., the borrowing and taxing power) of a municipality or a
revenue obligation paid out of the revenues of a designated project, facility,
or revenue source.

PASS-THROUGH SECURITIES are shares or certificates of interest in a pool of
debt obligations that have been repackaged by an intermediary, such as a bank or
broker-dealer.

PASSIVE FOREIGN INVESTMENT COMPANIES (PFICS) are any foreign corporations
which generate certain amounts of passive income or hold certain amounts of
assets for the production of passive income. Passive income includes dividends,
interest, royalties, rents, and annuities. To avoid taxes and interest that a
Fund must pay if these investments are profitable, the Funds may make various
elections permitted by the tax laws. These elections could require that a Fund
recognize taxable income, which in turn must be distributed, before the
securities are sold and before cash is received to pay the distributions.

PAY-IN-KIND BONDS are debt securities that normally give the issuer an
option to pay cash at a coupon payment date or give the holder of the security a
similar bond with the same coupon rate and a face value equal to the amount of
the coupon payment that would have been made.

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

REAL ESTATE INVESTMENT TRUST (REIT) is an investment trust that operates
through the pooled capital of many investors who buy its shares. Investments are
in direct ownership of either income property or mortgage loans.

B-3

RULE 144A SECURITIES are securities that are not registered for sale to the
general public under the 1933 Act, but that may be resold to certain
institutional investors.

STANDBY COMMITMENT is a right to sell a specified underlying security or
securities within a specified period of time and at an exercise price equal to
the amortized cost of the underlying security or securities plus accrued
interest, if any, at the time of exercise, that may be sold, transferred, or
assigned only with the underlying security or securities. A standby commitment
entitles the holder to receive same day settlement, and will be considered to be
from the party to whom the investment company will look for payment of the
exercise price.

STEP COUPON BONDS are high-quality issues with above-market interest rates
and a coupon that increases over the life of the bond. They may pay monthly,
semiannual, or annual interest payments. On the date of each coupon payment, the
issuer decides whether to call the bond at par, or whether to extend it until
the next payment date at the new coupon rate.

STRIP BONDS are debt securities that are stripped of their interest
(usually by a financial intermediary) after the securities are issued. The
market value of these securities generally fluctuates more in response to
changes in interest rates than interest-paying securities of comparable
maturity.

TENDER OPTION BONDS are relatively long-term bonds that are coupled with
the option to tender the securities to a bank, broker-dealer, or other financial
institution at periodic intervals and receive the face value of the bond. This
investment structure is commonly used as a means of enhancing a security's
liquidity.

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

VARIABLE AND FLOATING RATE SECURITIES have variable or floating rates of
interest and, under certain limited circumstances, may have varying principal
amounts. Variable and floating rate securities pay interest at rates that are
adjusted periodically according to a specified formula, usually with reference
to some interest rate index or market interest rate (the "underlying index").
The floating rate tends to decrease the security's price sensitivity to changes
in interest rates.

WARRANTS are securities, typically issued with preferred stock or bonds,
which give the holder the right to buy a proportionate amount of common stock at
a specified price.

B-4

The specified price is usually higher than the market price at the time of
issuance of the warrant. The right may last for a period of years or
indefinitely.

ZERO COUPON BONDS are debt securities that do not pay regular interest at
regular intervals, but are issued at a discount from face value. The discount
approximates the total amount of interest the security will accrue from the date
of issuance to maturity. The market value of these securities generally
fluctuates more in response to changes in interest rates than interest-paying
securities.

FUTURES, OPTIONS, AND OTHER DERIVATIVES

CREDIT DEFAULT SWAPS are a specific kind of counterparty agreement that
allows the transfer of third party credit risk from one party to the other. One
party in the swap is a lender and faces credit risk from a third party, and the
counterparty in the credit default swap agrees to insure this risk in exchange
for regular periodic payments.

EQUITY-LINKED STRUCTURED NOTES are derivative securities which are
specially designed to combine the characteristics of one or more underlying
securities and their equity derivatives in a single note form. The return and/or
yield or income component may be based on the performance of the underlying
equity securities, an equity index, and/or option positions. Equity-linked
structured notes are typically offered in limited transactions by financial
institutions in either registered or non-registered form. An investment in
equity-linked notes creates exposure to the credit risk of the issuing financial
institution, as well as to the market risk of the underlying securities. There
is no guaranteed return of principal with these securities, and the appreciation
potential of these securities may be limited by a maximum payment or call right.
In certain cases, equity-linked notes may be more volatile and less liquid than
less complex securities or other types of fixed-income securities. Such
securities may exhibit price behavior that does not correlate with other fixed-
income securities.

EQUITY SWAPS involve the exchange by two parties of future cash flow (e.g.,
one cash flow based on a referenced interest rate and the other based on the
performance of stock or a stock index).

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

FUTURES CONTRACTS are contracts that obligate the buyer to receive and the
seller to deliver an instrument or money at a specified price on a specified
date. A Fund may buy and sell futures contracts on foreign currencies,
securities, and financial indices including indices of U.S. Government, foreign
government, equity, or fixed-income securities. A Fund may also buy options on
futures contracts. An option on a futures

B-5

contract gives the buyer the right, but not the obligation, to buy or sell a
futures contract at a specified price on or before a specified date. Futures
contracts and options on futures are standardized and traded on designated
exchanges.

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

INTEREST RATE SWAPS involve the exchange by two parties of their respective
commitments to pay or receive interest (e.g., an exchange of floating rate
payments for fixed rate payments).

INVERSE FLOATERS are debt instruments whose interest rate bears an inverse
relationship to the interest rate on another instrument or index. For example,
upon reset, the interest rate payable on the inverse floater may go down when
the underlying index has risen. Certain inverse floaters may have an interest
rate reset mechanism that multiplies the effects of change in the underlying
index. Such mechanism may increase the volatility of the security's market
value.

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

PARTICIPATORY NOTES are derivative securities which are linked to the
performance of an underlying Indian security and which allow investors to gain
market exposure to Indian securities without trading directly in the local
Indian market.

TOTAL RETURN SWAPS involve an exchange by two parties in which one party
makes payments based on a set rate, either fixed or variable, while the other
party makes payments based on the return of an underlying asset, which includes
both the income it generates and any capital gains over the payment period.

OTHER INVESTMENTS, STRATEGIES, AND/OR TECHNIQUES

CASH SWEEP PROGRAM is an arrangement in which a Fund's uninvested cash
balance is used to purchase shares of affiliated or non-affiliated money market
funds or cash management pooled investment vehicles at the end of each day.

INDUSTRY CONCENTRATION for purposes under the 1940 Act is the investment of
more than 25% of a Fund's total assets in an industry or group of industries.

MARKET CAPITALIZATION is the most commonly used measure of the size and
value of a company. It is computed by multiplying the current market price of a
share of the

B-6

company's stock by the total number of its shares outstanding. Market
capitalization is an important investment criterion for certain funds, while
others do not emphasize investments in companies of any particular size.

NONDIVERSIFICATION is a classification given to a fund under the 1940 Act.
Funds are classified as either "diversified" or "nondiversified." To be
classified as "diversified" under the 1940 Act, a fund may not, with respect to
75% of its total assets, invest more than 5% of its total assets in any issuer
and may not own more than 10% of the outstanding voting securities of an issuer.
A fund that is classified under the 1940 Act as "nondiversified," on the other
hand, is not subject to the same restrictions and therefore has the flexibility
to take larger positions in a smaller number of issuers than a fund that is
classified as "diversified." This gives a "nondiversified" fund more flexibility
to focus its investments in companies that the portfolio managers and/or
investment personnel have identified as the most attractive for the investment
objective and strategy of a fund but also may increase the risk of a fund.

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

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

SHORT SALES in which a Fund may engage may be either "short sales against
the box" or other short sales. Short sales against the box involve selling short
a security that a Fund owns, or the Fund has the right to obtain the amount of
the security sold short at a specified date in the future. A Fund may also enter
into a short sale to hedge against anticipated declines in the market price of a
security or to reduce portfolio volatility. If the value of a security sold
short increases prior to the scheduled delivery date, the Fund loses the
opportunity to participate in the gain. For short sales, the Fund will incur a
loss if the value of a security increases during this period because it will be
paying more for the security than it has received from the purchaser in the
short sale. If the price declines during this period, a Fund will realize a
short-term capital gain. Although a Fund's potential for gain as a result of a
short sale is limited to the price at which it sold the security short less the
cost of borrowing the security, its potential for loss is theoretically
unlimited because there is no limit to the cost of replacing the borrowed
security.

B-7

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

B-8

APPENDIX C

SHAREHOLDER'S GUIDE

This Prospectus/Information Statement relates to five separate classes of
shares ("Shares"): Class A, Class C, Class I, Class R and Class S of Perkins
Small Cap Value Fund (the "Small Cap Value Fund"), a series of Janus Investment
Fund (the "Trust"). Small Cap Value Fund currently does not offer shares of any
of these classes. However, upon consummation of the reorganization of Janus
Adviser Perkins Small Company Value Fund with and into Small Cap Value Fund (the
"Reorganization"), Small Cap Value Fund will complete the registration of Shares
of these classes pursuant to the Securities Act of 1933, as amended, and the
Investment Company Act of 1940, as amended, and start offering these shares.
Small Cap Value Fund currently only offers two classes of shares, the
Institutional Class and the Investor Class, which are not offered in this
Prospectus/Information Statement. Please refer to Small Cap Value Fund's
prospectuses dated February 27, 2009 (the "Small Cap Value Fund's Prospectuses")
for information about shares of these Classes. You can obtain free copies of
these documents by contacting your broker-dealer, plan sponsor, or financial
intermediary or by calling a Janus representative at 1-877-335-2687. The
information below relates to classes of Small Cap Value Fund as of the date they
are created.

PURCHASE PROCEDURES, EXCHANGE RIGHTS, AND REDEMPTION PROCEDURES

Investors may not purchase, exchange, or redeem Class A, Class C, Class R
and Class S Shares of Small Cap Value Fund directly. Shares may be purchased,
exchanged, or redeemed only through retirement plans, broker- dealers, bank
trust departments, financial advisers, or other financial intermediaries. Class
A and Class C Shares made available through full service broker-dealers are
primarily available only through wrap accounts under which such broker-dealers
impose additional fees for services connected to the wrap account. Class S
Shares are only available to broker-dealers in connection with their customers'
investment in the Shares through (1) retirement plans and (2) asset allocation,
wrap fee, fee-in-lieu of commission, or other discretionary or nondiscretionary
investment advisory programs under which such broker-dealers charge asset-based
fees. This restriction on Class S Shares does not apply to broker-dealers that
had existing agreements to purchase the Shares on behalf of their customers
prior to September 30, 2004. Not all financial intermediaries offer all classes
of shares. CONTACT YOUR FINANCIAL INTERMEDIARY OR REFER TO YOUR PLAN DOCUMENTS
FOR INSTRUCTIONS ON HOW TO PURCHASE, EXCHANGE, OR REDEEM SHARES. However, if you
currently own Class S Shares of Small Company Value Fund (previously named
"Berger Small Cap Value Fund II - Investor Shares") directly, call a Janus
representative at 1-800-525-3713 to purchase, exchange, or redeem shares.

Class I Shares may generally be purchased, exchanged, or redeemed only
through the following types of financial intermediaries and by certain
institutional investors. Class I Shares are offered through financial
intermediaries (including, but not limited to,

C-1

broker-dealers, retirement plans, bank trust departments, and financial
advisors) who do not require payment from Small Cap Value Fund or its service
providers for the provision of distribution or shareholder retention services,
except for administrative (networking, omnibus positioning) fees. Administrative
(networking, omnibus positioning) fees may be paid by Small Cap Value Fund to
financial intermediaries for Class I Shares processed through certain securities
clearing systems. Institutional investors may include, but are not limited to,
corporations, retirement plans, public plans, and foundations/endowments. Class
I Shares are not offered directly to individual investors. Not all financial
intermediaries offer all classes of shares. FOR INSTRUCTIONS ON HOW TO PURCHASE,
EXCHANGE, OR REDEEM SHARES, CONTACT YOUR FINANCIAL INTERMEDIARY, A JANUS
REPRESENTATIVE AT 1-800-333-1181, OR REFER TO YOUR PLAN DOCUMENTS.

With certain limited exceptions, Small Cap Value Fund is available only to
U.S. citizens or residents.

Janus Capital will no longer accept orders directly from new shareholders
for purchases of JIF Fund shares. Shareholders of the Funds who hold accounts
directly with Janus Capital can continue to invest directly with Janus Capital
in their Fund and the same class of any of the other JIF Funds after the
Reorganization. In addition, immediate family members or members of the same
household of the individual investor may open new accounts and make purchases
and exchanges in the JIF Funds. Individual investors can access Janus funds
through a variety of outlets, including financial advisors or other third-party
intermediaries. Under certain circumstances, where there has been a change in
the form of ownership due to, for example, legal proceedings, estate
settlements, or the gifting of shares, the recipient of those shares, if held
directly with Janus Capital, may continue to invest directly with Janus Capital.

PRICING OF SMALL CAP VALUE FUND SHARES

The per share net asset value ("NAV") for each class is computed by
dividing the total value of assets allocated to the class, less liabilities
allocated to that class, by the total number of outstanding shares of the class.
Small Cap Value Fund's NAV is calculated as of the close of the regular trading
session of the New York Stock Exchange ("NYSE") (normally 4:00 p.m. New York
time) each day that the NYSE is open ("business day"). However, the NAV may be
calculated earlier if trading on the NYSE is restricted, or as permitted by the
SEC. Because foreign securities markets may operate on days that are not
business days in the United States, the value of Small Cap Value Fund's holdings
may change on days that are not business days in the United States and on which
you will not be able to purchase or redeem Small Cap Value Fund's Shares.

The price you pay for purchases of Class A Shares and Class C Shares is the
public offering price, which is the NAV next determined after your order is
received in good order by Small Cap Value Fund or its agent, plus, for Class A
Shares, any applicable initial sales charge. The price you pay to sell Class A
Shares and Class C Shares is also the NAV, although a contingent deferred sales
charge may be taken out of the proceeds. All purchases and redemptions of Class
I Shares, Class R Shares and Class S Shares will be duly processed at the NAV
next calculated after your request is received in good order

C-2

by Small Cap Value Fund or its agent. Your financial intermediary may charge you
a separate or additional fee for processing purchases and redemptions of Shares.
In order to receive a day's price, your order must be received in good order by
Small Cap Value Fund or its agent by the close of the regular trading session of
the NYSE.

Securities held by Small Cap Value Fund are generally valued at market
value. Certain short-term instruments maturing within 60 days or less are valued
at amortized cost, which approximates market value. If a market quotation for a
security is not readily available or is deemed unreliable, or if an event that
is expected to affect the value of the security occurs after the close of the
principal exchange or market on which the security is traded, and before the
close of the NYSE, a fair value of the security (except for short-term
instruments maturing within 60 days or less) will be determined in good faith
under policies and procedures established by and under the supervision of Small
Cap Value Fund's Board of Trustees. Such events include, but are not limited to:
(i) a significant event that may affect the securities of a single issuer, such
as a merger, bankruptcy, or significant issuer-specific development; (ii) an
event that may affect an entire market, such as a natural disaster or
significant governmental action; and (iii) a non-significant event such as a
market closing early or not opening, or a security trading halt. Small Cap Value
Fund may use a systematic fair valuation model provided by an independent
pricing service to value foreign equity securities in order to adjust for stale
pricing, which may occur between the close of certain foreign exchanges and the
close of the NYSE. While fair value pricing may be more commonly used with
foreign equity securities, it may also be used with, among other things, thinly-
traded domestic securities or fixed-income securities.

Due to the subjective nature of fair value pricing, Small Cap Value Fund's
value for a particular security may be different from the last quoted market
price. Fair value pricing may reduce arbitrage activity involving the frequent
buying and selling of mutual fund shares by investors seeking to take advantage
of a perceived lag between a change in the value of Small Cap Value Fund's
portfolio securities and the reflection of such change in Small Cap Value Fund's
NAV, as further described in the "Excessive Trading" section in this Appendix C.
While funds that invest in foreign securities may be at a greater risk for
arbitrage activity, such activity may also arise in funds which do not invest in
foreign securities, for example, when trading in a security held by a fund is
halted and does not resume prior to the time the fund calculates its NAV
(referred to as "stale pricing"). Funds that hold thinly-traded securities, such
as certain small-capitalization securities, may be subject to attempted use of
arbitrage techniques. To the extent that Small Cap Value Fund's valuation of a
security is different from the security's market value, short-term arbitrage
traders may dilute the NAV of Small Cap Value Fund, which negatively impacts
long-term shareholders. Small Cap Value Fund's fair value pricing and excessive
trading policies and procedures may not completely eliminate short-term trading
in certain omnibus accounts and other accounts traded through intermediaries.

The value of the securities of other open-end funds held by Small Cap Value
Fund, if any, will be calculated using the NAV of such underlying funds, and the
prospectuses

C-3

for such open-end funds explain the circumstances under which they use fair
value pricing and the effects of using fair value pricing.

If you hold Class I Shares in an account through a financial intermediary
or plan sponsor or if you hold Shares of Class A, Class C, Class R or Class S,
all purchases, exchanges, redemptions, or other account activity must be
processed through your financial intermediary or plan sponsor. Your financial
intermediary or plan sponsor is responsible for promptly transmitting purchase,
redemption, and other requests to Small Cap Value Fund under the arrangements
made between your financial intermediary or plan sponsor and its customers.
Small Cap Value Fund is not responsible for the failure of any financial
intermediary or plan sponsor to carry out its obligations to its customers.

CHOOSING A SHARE CLASS

As noted above, upon the closing of the Reorganization, and subject to
certain contingencies, Small Cap Value Fund will start offering shares of Class
A, Class C, Class I, Class R and Class S. Each class represents an interest in
the same portfolio of investments, but has different charges and expenses,
allowing you to choose the class that best meets your needs. When choosing a
share class, you should consider:

- how much you plan to invest;
- how long you expect to own the shares;
- the expenses paid by each class; and
- whether you qualify for any reduction or waiver of any sales charges.

You should also consult your financial intermediary about which class is
most suitable for you. The following table summarizes some of the factors you
should consider with respect to each class of shares.*

<Table>
<Caption>
CLASS A CLASS C CLASS I CLASS R CLASS S
----------------- ----------------- ----------------- --------- -----------------

Initial sales Up to 5.75%(1)(2) None None None None
charge on
purchases
Deferred sales None except on 1.00% on Shares None None None
charge (CDSC) certain redeemed within
redemptions of 12 months of
Shares purchased purchase(2)
without an
initial sales
charge(2)
Redemption fee None None None None None
Exchange fee None None None None None
Minimum initial $2,500 for non- $2,500 for non- $1 million for $2,500(3) $2,500 for non-
investment retirement retirement institutional retirement
account; $500 for account; $500 for investors; $500 account; $500 for
certain tax- certain tax- for tax-deferred certain tax-
deferred or deferred or accounts and deferred or
UGMA/UTMA UGMA/UTMA $2,500 for other UGMA/UTMA
accounts accounts accounts accounts
Maximum purchase None $500,000 per a None None None
single purchase
Minimum aggregate None None None None None
account balance
12b-1 fee 0.25% 1.00%(4) None 0.50% 0.25%
</Table>

C-4

--------

* Information in this table is qualified in its entirety by reference to more
detailed description in the sections below. Your financial intermediary may
charge you a separate or additional fee for purchases and redemptions of
Shares.
(1) The initial sales charge is reduced for purchases of $50,000 or more and is
waived for purchases of $1 million or more.
(2) May also be waived under certain circumstances.
(3) Investors in a defined contribution plan through a third party administrator
should refer to their plan document or contact their plan administrator for
information regarding account minimums.
(4) Up to 0.75% distribution fee and up to 0.25% shareholder servicing fee.

DISTRIBUTION, SERVICING, AND ADMINISTRATIVE FEES

DISTRIBUTION AND SHAREHOLDER SERVICING PLANS

Under distribution and shareholder servicing plans adopted in accordance
with Rule 12b-1 under the 1940 Act for Class A Shares and Class C Shares (the
"Class A Plan" and "Class C Plan," respectively), Small Cap Value Fund may pay
Janus Distributors LLC, the Trust's distributor ("Janus Distributors"), a fee
for the sale and distribution of Class A Shares and Class C Shares at an annual
rate up to 0.25% and 1.00% of the average daily net assets of Class A Shares and
Class C Shares of Small Cap Value Fund, respectively. Under the Class A and the
Class C Plans, Janus Distributors may pay all or a portion of 12b-1 fees to
retirement plan service providers, broker-dealers, bank trust departments,
financial advisors, and other financial intermediaries, as compensation for
distribution and shareholder account services performed by such entities for
their customers who are investors in Small Cap Value Fund.

Under a distribution and shareholder servicing plan adopted in accordance
with Rule 12b-1 under the 1940 Act for Class R Shares and Class S Shares (the
"Class R Plan" and "Class S Plan," respectively), Small Cap Value Fund may pay
Janus Distributors a fee for the sale and distribution of Class R Shares and
Class S Shares at an annual rate of up to 0.50% and 0.25% of the average daily
net assets of Class R Shares and Class S Shares of Small Cap Value Fund,
respectively. Under the terms of the Class R and Class S Plans, the Trust is
authorized to make payments to Janus Distributors for remittance to retirement
plan service providers, broker-dealers, bank trust departments, financial
advisors, and other financial intermediaries, as compensation for distribution
and shareholder account services performed by such entities for their customers
who are investors in Small Cap Value Fund.

Financial intermediaries may from time to time be required to meet certain
criteria in order to receive 12b-1 fees. Janus Distributors is entitled to
retain all fees paid under the Class C Plan for the first 12 months on any
investment in Class C Shares to recoup its expenses with respect to the payment
of commissions on sales of Class C Shares. Financial intermediaries will become
eligible for compensation under the Class C Plan beginning in the 13th month
following the purchase of Class C Shares, although Janus Distributors may,
pursuant to a written agreement between Janus Distributors and a particular
financial intermediary, pay such financial intermediary 12b-1 fees prior to the
13th month following the purchase of Class C Shares. Janus Distributors is
entitled to retain some or all fees payable under the Class A, Class C, Class R
and Class S Plans in

C-5

certain circumstances, including when there is no broker of record or when
certain qualification standards have not been met by the broker of record.
Because 12b-1 fees are paid out of Small Cap Value Fund's assets on an ongoing
basis, over time they will increase the cost of your investment and may cost you
more than paying other types of sales charges.

ADMINISTRATIVE FEES - CLASS A, CLASS C AND CLASS I SHARES

Certain intermediaries may charge fees for administrative services,
including recordkeeping, subaccounting, order processing for omnibus or
networked accounts, or other shareholder services provided by intermediaries on
behalf of the shareholders of Small Cap Value Fund. Order processing includes
the submission of transactions through the National Securities Clearing
Corporation ("NSCC") or similar systems, or those processed on a manual basis
with Janus. These administrative fees are paid by the Shares of Small Cap Value
Fund to Janus Services LLC ("Janus Services"), which uses such fees to reimburse
intermediaries. Because the form and amount charged varies by intermediary, the
amount of the administrative fee borne by the class is an average of all fees
charged by intermediaries. In the event an intermediary receiving payments from
Janus Services on behalf of Small Cap Value Fund converts from a networking
structure to an omnibus account structure, or otherwise experiences increased
costs, fees borne by the Shares may increase.

ADMINISTRATIVE SERVICES FEE - CLASS R AND CLASS S SHARES

Janus Services, the Trust's transfer agent, receives an administrative
services fee at an annual rate of up to 0.25% of the average daily net assets of
Class R Shares and Class S Shares of Small Cap Value Fund for providing, or
arranging for the provision of, administrative services, including
recordkeeping, subaccounting, order processing for omnibus or networked
accounts, or other shareholder services provided on behalf of investors. Order
processing includes the submission of transactions through the NSCC or similar
systems, or those processed on a manual basis with Janus. Janus Services expects
to use all or a significant portion of this fee to compensate retirement plan
service providers and other financial intermediaries for providing these
services to their customers who invest in Small Cap Value Fund.

ADMINISTRATIVE SERVICES FEE - SMALL CAP VALUE FUND

Janus Capital receives an administrative services fee at an annual rate of
up to 0.05% of the average daily net assets of Small Cap Value Fund for
providing certain administrative services including, but not limited to,
recordkeeping and registration functions.

PURCHASES

Purchases of Class A, Class C, Class R or Class S Shares may generally be
made only through institutional channels such as retirement plans, broker-
dealers, and other financial intermediaries. Contact your financial intermediary
or refer to your plan

C-6

documents for information on how to invest in Small Cap Value Fund, including
additional information on minimum initial or subsequent investment requirements.
If you currently own Class S Shares of Small Company Value Fund (previously
named "Berger Small Cap Value Fund II - Investor Shares") directly, call a Janus
representative at 1-800-525-3713 to purchase additional Shares.

Purchases of Class I Shares may generally be made only through financial
intermediaries and by certain institutional investors. Contact your financial
intermediary, a Janus representative (1-800-333-1181), or refer to your plan
documents for information on how to invest in Small Cap Value Fund, including
additional information on minimum initial or subsequent investment requirements.

Your financial intermediary may charge you a separate or additional fee for
purchases of Shares. Only certain financial intermediaries are authorized to
receive purchase orders on Small Cap Value Fund's behalf. As discussed under the
section titled "The Reorganization - Other Comparative Information about the
Fund" in this Prospectus/Information Statement, Janus Capital Management LLC
("Janus Capital"), Small Cap Value Fund's investment adviser, and its affiliates
may make payments to brokerage firms or other financial intermediaries that were
instrumental in the acquisition or retention of shareholders for Small Cap Value
Fund or that provide services in connection with investments in Small Cap Value
Fund. You should consider such arrangements when evaluating any recommendation
of Small Cap Value Fund.

Small Cap Value Fund reserves the right to reject any purchase order,
including exchange purchases, for any reason. Small Cap Value Fund is not
intended for excessive trading. For more information about Small Cap Value
Fund's policy on excessive trading, refer to the "Excessive Trading" section in
this Appendix C.

In compliance with the Uniting and Strengthening America by Providing
Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 ("USA
PATRIOT Act"), your financial intermediary is required to verify certain
information on your account application as part of its Anti-Money Laundering
Program. You will be required to provide your full name, date of birth, social
security number, and permanent street address to assist in verifying your
identity. You may also be asked to provide documents that may help to establish
your identity. Until verification of your identity is made, your financial
intermediary may temporarily limit additional share purchases. In addition, your
financial intermediary may close an account if they are unable to verify a
shareholder's identity. Please contact your financial intermediary if you need
additional assistance when completing your application or additional information
about the intermediary's Anti-Money Laundering Program.

MINIMUM AND MAXIMUM INVESTMENT REQUIREMENTS

The minimum investment for Class A Shares, Class C Shares and Class S
Shares is $2,500 per Small Cap Value Fund account for non-retirement accounts
and $500 per Small Cap Value Fund account for certain tax-deferred accounts or
UGMA/UTMA accounts. Investors in a defined contribution plan through a third
party administrator

C-7

should refer to their plan document or contact their plan administrator for
additional information. In addition, accounts held through certain wrap programs
may not be subject to these minimums. Investors should refer to their
intermediary for additional information.

The minimum investment for Class I Shares is $1 million for institutional
investors. Institutional investors generally may meet the minimum investment
amount by aggregating multiple accounts within Small Cap Value Fund. Accounts
offered through an intermediary institution must meet the minimum investment
requirements of $500 for tax-deferred accounts and $2,500 for other account
types. Directors, officers, and employees of Janus Capital Group Inc. ("JCGI")
and its affiliates, as well as Trustees and officers of Small Cap Value Fund,
may purchase Class I Shares through certain financial intermediaries'
institutional platforms. For more information about this program and eligibility
requirements, please contact a Janus representative at 1-800-333-1181.
Exceptions to these minimums may apply for certain tax-deferred, tax-qualified
and retirement plans, and accounts held through certain wrap programs. For
additional information, contact your intermediary, plan sponsor, administrator,
or a Janus representative, as applicable.

With respect to Class R Shares, investors in a defined contribution plan
through a third party administrator should refer to their plan document or
contact their plan administrator for information regarding account minimums. For
all other account types, the minimum investment is $2,500.

Small Cap Value Fund reserves the right to annually request that
intermediaries close Small Cap Value Fund accounts that are valued at less than
$100, other than as a result solely of depreciation in share value. Certain
accounts held through intermediaries may not be subject to closure due to the
policies of the intermediaries. You may receive written notice from your
intermediary to increase your account balance to the required minimum to avoid
having your account closed. If you hold Class I Shares directly with Small Cap
Value Fund, you may receive written notice prior to the closure of your Small
Cap Value Fund account so that you may increase your account balance to the
required minimum. Please note that you may incur a tax liability as a result of
a redemption.

The maximum purchase in Class C Shares is $500,000 for any single purchase.
There is no limitation on maximum purchase of Class A, Class I, Class R and
Class S Shares.

Small Cap Value Fund reserves the right to change the amount of these
minimums or maximums from time to time or to waive them in whole or in part.

SYSTEMATIC PURCHASE PLAN

You may arrange for periodic purchases by authorizing your financial
intermediary (or a Janus representative, if you are a holder of Class I Shares
and you hold Class I Shares directly with Small Cap Value Fund) to withdraw the
amount of your investment from your bank account on a day or days you specify.
Not all financial intermediaries offer this plan. Contact your financial
intermediary for details.

C-8

CLASS A SHARES SALES CHARGE

An initial sales charge may apply to your purchase of Class A Shares of
Small Cap Value Fund based on the amount invested, as set forth in the table
below. The sales charge is allocated between Janus Distributors and your
financial intermediary. Sales charges, as expressed as a percentage of offering
price and as a percentage of your net investment, are shown in the table. The
dollar amount of your initial sales charge is calculated as the difference
between the public offering price and the net asset value of those shares. Since
the offering price is calculated to two decimal places using standard rounding
criteria, the number of shares purchased and the dollar amount of your sales
charge as a percentage of the offering price and of your net investment may be
higher or lower than the amounts set forth in the table depending on whether
there was a downward or upward rounding.

<Table>
<Caption>
CLASS A SHARES SALES CHARGE AS
A PERCENTAGE OF
-------------------------------
NET AMOUNT
AMOUNT OF PURCHASE AT OFFERING PRICE OFFERING PRICE(1) INVESTED(1)
------------------------------------ ----------------- -----------

Under $50,000............................ 5.75% 6.10%
$50,000 but under $100,000............... 4.50% 4.71%
$100,000 but under $250,000.............. 3.50% 3.63%
$250,000 but under $500,000.............. 2.50% 2.56%
$500,000 but under $1,000,000(2)......... 2.00% 2.04%
$1,000,000 and above..................... None(3) None
</Table>

--------

(1) Offering price includes the initial sales charge.
(2) Compared to Class C Shares, the sales charge and expense structure of Class
A Shares may be more advantageous for investors purchasing more than
$500,000 of Small Cap Value Fund shares.
(3) A deferred sales charge of 1.00% may apply to Class A Shares purchased
without an initial sales charge if redeemed within 12 months of purchase.

Janus Distributors may pay financial intermediaries commissions on
purchases of Class A Shares as follows:

- 1.00% on amounts from $1,000,000 to $4,000,000;
- plus 0.50% on amounts greater than $4,000,000 to $10,000,000;
- plus 0.25% on amounts over $10,000,000.

The purchase totals eligible for these commissions are aggregated on a
rolling one year basis so that the rate payable resets to the highest rate
annually.

QUALIFYING FOR A REDUCTION OR WAIVER OF CLASS A SHARES SALES CHARGE

You may be able to lower your Class A Shares sales charge under certain
circumstances. For example, you can combine Class A Shares and Class C Shares
you already own (either in this Small Cap Value Fund or certain other Janus
funds) with your current purchase of Class A Shares of Small Cap Value Fund and
certain other Janus funds (including Class C Shares of those funds) to take
advantage of the

C-9

breakpoints in the sales charge schedule as set forth above. Certain
circumstances under which you may combine such ownership of Shares and purchases
are described below. Contact your financial intermediary for more information.

Class A Shares of Small Cap Value Fund may be purchased without an initial
sales charge by the following persons (and their spouses and children under 21
years of age): (i) registered representatives and other employees of
intermediaries that have selling agreements with Janus Distributors to sell
Class A Shares; (ii) directors, officers, and employees of JCGI and its
affiliates; and (iii) trustees and officers of the Trust. In addition, the
initial sales charge may be waived on purchases of Class A Shares through
financial intermediaries that have entered into an agreement with Janus
Distributors that allows the waiver of the sales charge.

In order to obtain a sales charge discount, you should inform your
financial intermediary of other accounts in which there are Small Cap Value Fund
holdings eligible to be aggregated to meet a sales charge breakpoint. These
other accounts may include the accounts described under "Aggregating Accounts"
below. You may need to provide documents such as account statements or
confirmation statements to prove that the accounts are eligible for aggregation.
The Letter of Intent described below requires historical cost information in
certain circumstances. You should retain records necessary to show the price you
paid to purchase Small Cap Value Fund shares, as Small Cap Value Fund, its
agents, or your financial intermediary may not retain this information.

RIGHT OF ACCUMULATION. You may purchase Class A Shares of Small Cap Value
Fund at a reduced sales charge determined by aggregating the dollar amount of
the new purchase (measured by the offering price) and the total prior day's net
asset value (net amount invested) of all Class A Shares of Small Cap Value Fund
and of certain other classes (Class A Shares and Class C Shares of the Trust) of
Janus funds then held by you, or held in accounts identified under "Aggregating
Accounts" below, and applying the sales charge applicable to such aggregate
amount. In order for your purchases and holdings to be aggregated for purposes
of qualifying for such discount, they must have been made through one financial
intermediary and you must provide sufficient information to your financial
intermediary at the time of purchase to permit verification that the purchase
qualifies for the reduced sales charge. The right of accumulation is subject to
modification or discontinuance at any time with respect to all shares purchased
thereafter.

LETTER OF INTENT. You may obtain a reduced sales charge on Class A Shares
by signing a Letter of Intent indicating your intention to purchase $50,000 or
more of Class A Shares (including Class A Shares in other series of the Trust)
over a 13-month period. The term of the Letter of Intent will commence upon the
date you sign the Letter of Intent. You must refer to such Letter when placing
orders. With regard to a Letter of Intent, the amount of investment for purposes
of applying the sales load schedule includes (i) the historical cost (what you
actually paid for the shares at the time of purchase, including any sales
charges) of all Class A Shares acquired during the term of the Letter of Intent,
minus (ii) the value of any redemptions of Class A Shares made during the term
of the Letter of Intent. Each investment made during the period receives

C-10

the reduced sales charge applicable to the total amount of the investment goal.
A portion of shares purchased may be held in escrow to pay for any sales charge
that may be applicable. If the goal is not achieved within the period, you must
pay the difference between the sales charges applicable to the purchases made
and the charges previously paid, or an appropriate number of escrowed shares
will be redeemed. Please contact your financial intermediary to obtain a Letter
of Intent application.

AGGREGATING ACCOUNTS. To take advantage of lower Class A Shares sales
charges on large purchases or through the exercise of a Letter of Intent or
right of accumulation, investments made by you, your spouse, and your children
under age 21 may be aggregated if made for your own account(s) and/or certain
other accounts such as:

- trust accounts established by the above individuals (or the accounts of
the primary beneficiary of the trust if the person who established the
trust is deceased);
- solely controlled business accounts; and
- single participant retirement plans.

To receive a reduced sales charge under rights of accumulation or a Letter
of Intent, you must notify your financial intermediary of any eligible accounts
that you, your spouse, and your children under age 21 have at the time of your
purchase.

You may access information regarding sales loads, breakpoint discounts, and
purchases of Small Cap Value Fund's shares, free of charge, and in a clear and
prominent format, at janus.com/breakpoints, and by following the appropriate
hyperlinks to the specific information.

COMMISSION ON CLASS C SHARES

Janus Distributors may compensate your financial intermediary at the time
of sale at a commission rate of 1.00% of the net asset value of the Class C
Shares purchased. Service providers to qualified plans will not receive this
amount if they receive 12b-1 fees from the time of initial investment of
qualified plan assets in Class C Shares.

EXCHANGES

Contact your financial intermediary or consult your plan documents to
exchange into other funds in the Trust. If you currently own Class S Shares of
Small Company Value Fund (previously named "Berger Small Cap Value Fund
II - Investor Shares") directly, call 1-800-525-3713 to exchange shares. Be sure
to read the prospectus of the fund into which you are exchanging. An exchange is
generally a taxable transaction (except for certain tax-deferred accounts).

- You may generally exchange shares of Small Cap Value Fund for shares of
the same class of any other fund in the Trust offered through your
financial intermediary or qualified plan.
- You must meet the minimum investment amount for each fund.

C-11

- Small Cap Value Fund reserves the right to reject any exchange request
and to modify or terminate the exchange privilege at any time.
- The exchange privilege is not intended as a vehicle for short-term or
excessive trading. Small Cap Value Fund may suspend or terminate your
exchange privilege if you engage in an excessive pattern of exchanges.
- With respect to exchange of Class I Shares, accounts holding Class I
Shares directly with Small Cap Value Fund may make up to four round trips
in Small Cap Value Fund in a 12-month period, although Small Cap Value
Fund at all times reserves the right to reject any exchange purchase for
any reason without prior notice. Generally, a "round trip" is a
redemption out of Small Cap Value Fund (by any means) followed by a
purchase back into Small Cap Value Fund (by any means). Small Cap Value
Fund will work with intermediaries to apply Small Cap Value Fund's
exchange limit. However, Small Cap Value Fund may not always have the
ability to monitor or enforce the trading activity in such accounts.
- For more information about Small Cap Value Fund's policy on excessive
trading, refer to the "Excessive Trading" section in this Appendix C.

WAIVER OF SALES CHARGES

Class A Shares received through an exchange of Class A Shares of another
fund of the Trust will not be subject to any initial sales charge of Small Cap
Value Fund's Class A Shares. Class A Shares or Class C Shares received through
an exchange of Class A Shares or Class C Shares, respectively, of another fund
of the Trust will not be subject to any applicable contingent deferred sales
charge ("CDSC") at the time of the exchange. Any CDSC applicable to redemptions
of Class A Shares or Class C Shares will continue to be measured on the Shares
received by exchange from the date of your original purchase. For more
information about the CDSC, please refer to "Redemptions." While Class C Shares
do not have any front-end sales charges, their higher annual fund operating
expenses mean that over time, you could end up paying more than the equivalent
of the maximum allowable front-end sales charge.

REDEMPTIONS

Redemptions, like purchases, of Class A, Class C, Class R and Class S
Shares may generally be effected only through retirement plans, broker-dealers,
and financial intermediaries. Please contact your financial intermediary or
refer to the appropriate plan documents for details. If you currently own Class
S Shares of Small Company Value Fund (previously named "Berger Small Cap Value
Fund II - Investor Shares") directly, call a Janus representative at 1-800-525-
3713 to redeem Shares.

Redemptions, like purchases, of Class I Shares may generally be effected
only through financial intermediaries and by certain institutional investors.
Please contact your financial intermediary, a Janus representative (1-800-333-
1181), or refer to the appropriate plan documents for details.

C-12

Your financial intermediary may charge a processing or service fee in
connection with the redemption of Shares.

Shares of Small Cap Value Fund may be redeemed on any business day on which
Small Cap Value Fund's NAV is calculated. Redemptions are duly processed at the
NAV next calculated after your redemption order is received in good order by
Small Cap Value Fund or its agent. Redemption proceeds, less any applicable CDSC
for Class A Shares and Class C Shares, will normally be sent the business day
following receipt of the redemption order.

If you hold Class A, Class C, Class I or Class S Shares, you should note
that Small Cap Value Fund reserves the right to annually request that
intermediaries close Small Cap Value Fund accounts that are valued at less than
$100, other than as a result solely of depreciation in share value. Certain
accounts held through intermediaries may not be subject to closure due to the
policies of the intermediaries. You may receive written notice from your
intermediary to increase your account balance to the required minimum to avoid
having your account closed. In addition, if you hold Class I Shares directly
with Small Cap Value Fund, you may receive written notice prior to the closure
of your Small Cap Value Fund account so that you may increase your account
balance to the required minimum. Please note that you may incur a tax liability
as a result of a redemption.

REDEMPTIONS IN-KIND

Shares normally will be redeemed for cash, although Small Cap Value Fund
retains the right to redeem some or all of its shares in-kind under unusual
circumstances, in order to protect the interests of remaining shareholders, to
accommodate a request by a particular shareholder that does not adversely affect
the interest of the remaining shareholders, or in connection with the
liquidation of a fund, by delivery of securities selected from its assets at its
discretion. However, Small Cap Value Fund is required to redeem shares solely
for cash up to the lesser of $250,000 or 1% of the NAV of Small Cap Value Fund
during any 90-day period for any one shareholder. Should redemptions by any
shareholder exceed such limitation, Small Cap Value Fund will have the option of
redeeming the excess in cash or in-kind. In-kind payment means payment will be
made in portfolio securities rather than cash. If this occurs, the redeeming
shareholder might incur brokerage or other transaction costs to convert the
securities to cash.

SYSTEMATIC WITHDRAWAL PLAN

You may arrange for periodic redemptions of Class A Shares or Class C
Shares by authorizing your financial intermediary to redeem a specified amount
from your account on a day or days you specify. Any resulting CDSC may be waived
through financial intermediaries that have entered into an agreement with Janus
Distributors. The maximum annual rate at which shares subject to a CDSC may be
redeemed, pursuant to a systematic withdrawal plan, without paying a CDSC, is
12% of the net asset value of the account. Certain other terms and minimums may
apply. Not all financial intermediaries offer this plan. Contact your financial
intermediary for details.

C-13

You may arrange for periodic redemptions of Class I Shares by authorizing
your financial intermediary (or a Janus representative, if you hold Shares
directly with Small Cap Value Fund) to redeem a specified amount from your
account on a day or days you specify. Not all financial intermediaries offer
this plan. Contact your financial intermediary or a Janus representative for
details.

You may arrange for periodic redemptions of Class R Shares or Class S
Shares by authorizing your financial intermediary to redeem a specified amount
from your account on a day or days you specify. Not all financial intermediaries
offer this plan. Contact your financial intermediary for details.

CLASS A SHARES AND CLASS C SHARES CDSC

A 1.00% CDSC may be deducted with respect to Class A Shares purchased
without an initial sales charge if redeemed within 12 months of purchase, unless
any of the CDSC waivers listed below apply. A 1.00% CDSC will be deducted with
respect to Class C Shares redeemed within 12 months of purchase, unless a CDSC
waiver applies. The CDSC will be based on the lower of the original purchase
price or the value of the redemption of the Class A Shares or Class C Shares
redeemed, as applicable.

CDSC WAIVERS

There are certain cases in which you may be exempt from a CDSC charged to
Class A Shares and Class C Shares. Among others, these include:

- Upon the death or disability of an account owner;
- Retirement plans and certain other accounts held through a financial
intermediary that has entered into an agreement with Janus Distributors
to waive CDSCs for such accounts;
- Retirement plan shareholders taking required minimum distributions;
- The redemption of Class A Shares or Class C Shares acquired through
reinvestment of Small Cap Value Fund dividends or distributions;
- The portion of the redemption representing appreciation as a result of an
increase in NAV above the total amount of payments for Class A Shares or
Class C Shares during the period during which the CDSC applied; or
- If Small Cap Value Fund chooses to liquidate or involuntarily redeem
shares in your account.

To keep the CDSC as low as possible, Class A Shares or Class C Shares not
subject to any CDSC will be redeemed first, followed by shares held longest.

REINSTATEMENT PRIVILEGE - CLASS A SHARES

After you have redeemed Class A Shares, you have a one-time right to
reinvest the proceeds within 90 days of the redemption date at the current NAV
(without an initial sales charge). You will not be reimbursed for any CDSC paid
on your redemption of Class A Shares.

C-14

EXCESSIVE TRADING

EXCESSIVE TRADING POLICIES AND PROCEDURES

The Board of Trustees of Small Cap Value Fund has adopted policies and
procedures with respect to short-term and excessive trading of Fund shares
("excessive trading"). Small Cap Value Fund is intended for long-term investment
purposes only, and the Fund will take reasonable steps to attempt to detect and
deter short-term and excessive trading. Transactions placed in violation of
Small Cap Value Fund's excessive trading policies may be cancelled or revoked by
the Fund by the next business day following receipt by the Fund. The trading
history of accounts determined to be under common ownership or control within
any of the Janus funds may be considered in enforcing these policies and
procedures. As described below, however, Small Cap Value Fund may not be able to
identify all instances of excessive trading or completely eliminate the
possibility of excessive trading. In particular, it may be difficult to identify
excessive trading in certain omnibus accounts and other accounts traded through
intermediaries. By their nature, omnibus accounts, in which purchases and
redemptions of Small Cap Value Fund's shares by multiple investors are
aggregated by the intermediary and presented to the Fund on a net basis, may
effectively conceal the identity of individual investors and their transactions
from the Fund and its agents. This makes the elimination of excessive trading in
the accounts impractical without the assistance of the intermediary.

Small Cap Value Fund attempts to deter excessive trading through at least
the following methods:

- trade monitoring;

- fair valuation of securities as described under "Pricing of Fund Shares;"
and
- redemption fees (where applicable on certain classes of certain funds).

Generally, a purchase and redemption of shares from Small Cap Value Fund
within 90 calendar days (i.e., "round trip") may result in enforcement of Small
Cap Value Fund's excessive trading policies and procedures with respect to
future purchase orders, provided that the Fund reserves the right to reject any
purchase request as explained above.

Small Cap Value Fund monitors for patterns of shareholder frequent trading
and may suspend or permanently terminate the exchange privilege of any investor
who makes more than one round trip in Small Cap Value Fund over a 90-day period
and may bar future purchases into the Fund and any of the other Janus funds by
such investor. Small Cap Value Fund's excessive trading policies generally do
not apply to a (i) money market fund, although money market funds at all times
reserve the right to reject any purchase request (including exchange purchases)
for any reason without prior notice; and (ii) transactions in the Janus funds by
a Janus "fund of funds," which is a fund that primarily invests in other Janus
mutual funds.

C-15

Small Cap Value Fund's Board of Trustees may approve from time to time a
redemption fee to be imposed by any Janus fund, subject to 60 days' notice to
shareholders of that fund.

Investors who place transactions through the same financial intermediary on
an omnibus basis may be deemed part of a group for the purpose of Small Cap
Value Fund's excessive trading policies and procedures and may be rejected in
whole or in part by the Fund. Small Cap Value Fund, however, cannot always
identify or reasonably detect excessive trading that may be facilitated by
financial intermediaries or made difficult to identify through the use of
omnibus accounts by those intermediaries that transmit purchase, exchange, and
redemption orders to Small Cap Value Fund, and thus the Fund may have difficulty
curtailing such activity. Transactions accepted by a financial intermediary in
violation of Small Cap Value Fund's excessive trading policies may be cancelled
or revoked by the Fund by the next business day following receipt by the Fund.

In an attempt to detect and deter excessive trading in omnibus accounts,
Small Cap Value Fund or its agents may require intermediaries to impose
restrictions on the trading activity of accounts traded through those
intermediaries. Such restrictions may include, but are not limited to, requiring
that trades be placed by U.S. mail, prohibiting future purchases by investors
who have recently redeemed Fund shares, requiring intermediaries to report
information about customers who purchase and redeem large amounts, and similar
restrictions. Small Cap Value Fund's ability to impose such restrictions with
respect to accounts traded through particular intermediaries may vary depending
on the systems capabilities, applicable contractual and legal restrictions, and
cooperation of those intermediaries.

Certain transactions in Fund shares, such as periodic rebalancing (no more
frequently than quarterly) or those which are made pursuant to systematic
purchase, exchange, or redemption programs generally do not raise excessive
trading concerns and normally do not require application of Small Cap Value
Fund's methods to detect and deter excessive trading.

Small Cap Value Fund also reserves the right to reject any purchase request
(including exchange purchases) by any investor or group of investors for any
reason without prior notice, including, in particular, if the trading activity
in the account(s) is deemed to be disruptive to the Fund. For example, Small Cap
Value Fund may refuse a purchase order if the Fund's portfolio managers believe
they would be unable to invest the money effectively in accordance with the
Fund's investment policies or the Fund would otherwise be adversely affected due
to the size of the transaction, frequency of trading, or other factors.

Small Cap Value Fund's policies and procedures regarding excessive trading
may be modified at any time by the Fund's Board of Trustees.

C-16

EXCESSIVE TRADING RISKS

Excessive trading may present risks to Small Cap Value Fund's long-term
shareholders. Excessive trading into and out of Small Cap Value Fund may disrupt
portfolio investment strategies, may create taxable gains to remaining Fund
shareholders, and may increase Fund expenses, all of which may negatively impact
investment returns for all remaining shareholders, including long-term
shareholders.

Funds that invest in foreign securities may be at a greater risk for
excessive trading. Investors may attempt to take advantage of anticipated price
movements in securities held by a fund based on events occurring after the close
of a foreign market that may not be reflected in Small Cap Value Fund's NAV
(referred to as "price arbitrage"). Such arbitrage opportunities may also arise
in funds which do not invest in foreign securities, for example, when trading in
a security held by a fund is halted and does not resume prior to the time Small
Cap Value Fund calculates its NAV (referred to as "stale pricing"). Funds that
hold thinly-traded securities, such as certain small-capitalization securities,
may be subject to attempted use of arbitrage techniques. To the extent that
Small Cap Value Fund's valuation of a security differs from the security's
market value, short-term arbitrage traders may dilute the NAV of Small Cap Value
Fund, which negatively impacts long-term shareholders. Although Small Cap Value
Fund has adopted fair valuation policies and procedures intended to reduce the
Fund's exposure to price arbitrage, stale pricing, and other potential pricing
inefficiencies, under such circumstances there is potential for short-term
arbitrage trades to dilute the value of Fund shares.

Although Small Cap Value Fund takes steps to detect and deter excessive
trading pursuant to the policies and procedures described in this Appendix C and
approved by the Board of Trustees, there is no assurance that these policies and
procedures will be effective in limiting excessive trading in all circumstances.
For example, Small Cap Value Fund may be unable to completely eliminate the
possibility of excessive trading in certain omnibus accounts and other accounts
traded through intermediaries. Omnibus accounts may effectively conceal the
identity of individual investors and their transactions from Small Cap Value
Fund and its agents. This makes Small Cap Value Fund's identification of
excessive trading transactions in the Fund through an omnibus account difficult
and makes the elimination of excessive trading in the account impractical
without the assistance of the intermediary. Although Small Cap Value Fund
encourages intermediaries to take necessary actions to detect and deter
excessive trading, some intermediaries may be unable or unwilling to do so, and
accordingly, the Fund cannot eliminate completely the possibility of excessive
trading.

Shareholders that invest through an omnibus account should be aware that
they may be subject to the policies and procedures of their financial
intermediary with respect to excessive trading in Small Cap Value Fund.

C-17

AVAILABILITY OF PORTFOLIO HOLDINGS INFORMATION

The Mutual Fund Holdings Disclosure Policies and Procedures adopted by
Janus Capital and all mutual funds managed within the Janus fund complex are
designed to be in the best interests of the funds and to protect the
confidentiality of the funds' portfolio holdings. The following describes
policies and procedures with respect to disclosure of portfolio holdings of
Small Cap Value Fund.

- FULL HOLDINGS. Small Cap Value Fund is required to disclose its complete
holdings in the quarterly holdings report on Form N-Q within 60 days of
the end of each fiscal quarter, and in the annual report and semiannual
report to fund shareholders. These reports (i) are available on the SEC's
website at http://www.sec.gov; (ii) may be reviewed and copied at the
SEC's Public Reference Room in Washington, D.C. (information on the
Public Reference Room may be obtained by calling 1-800-SEC-0330); and
(iii) are available without charge, upon request, by calling a Janus
representative at 1-877-335-2687 (toll free). Holdings are generally
posted under the Characteristics tab at janus.com/info approximately two
business days after the end of the following period: portfolio holdings
(excluding cash investments, derivatives, short positions, and other
investment positions), consisting of at least the names of the holdings,
are generally available on a calendar quarter-end basis with a 30-day
lag.

- TOP HOLDINGS. Small Cap Value Fund's top portfolio holdings, in order of
position size and as a percentage of the Fund's total portfolio, are
available monthly with a 15-day lag and on a calendar quarter-end basis
with a 15-day lag. Most funds disclose their top ten portfolio holdings.
However, certain funds disclose only their top five portfolio holdings.

- OTHER INFORMATION. Small Cap Value Fund may occasionally provide
security breakdowns (e.g., industry, sector, regional, market
capitalization, and asset allocation), top performance
contributors/detractors, and specific portfolio level performance
attribution information and statistics monthly with a 30-day lag and on a
calendar quarter-end basis with a 15-day lag.

Full portfolio holdings will remain available on the Janus websites at
least until a Form N-CSR or Form N-Q is filed with the SEC for the period that
includes the date as of which the website information is current. Small Cap
Value Fund discloses its short positions, if applicable, only to the extent
required in regulatory reports. Janus Capital may exclude from publication all
or any portion of portfolio holdings or change the time periods of disclosure as
deemed necessary to protect the interests of Small Cap Value Fund, including
under extraordinary circumstances exceptions to the Mutual Fund Holdings
Disclosure Policies and Procedures made by Janus Capital's Chief Investment
Officer(s) or their delegates. Such exceptions may be made without prior notice
to shareholders. A summary of Small Cap Value Fund's portfolio holdings
disclosure policies and procedures, which includes a discussion of any
exceptions, is contained in the Fund's SAI.

C-18

DISTRIBUTION OF SMALL CAP VALUE FUND

Small Cap Value Fund is distributed by Janus Distributors LLC, which is a
member of the Financial Industry Regulatory Authority, Inc. ("FINRA"). To obtain
information about FINRA member firms and their associated persons, you may
contact FINRA at www.finra.org, or at 1-800-289-9999.

DISTRIBUTIONS AND TAXES

DISTRIBUTIONS

To avoid taxation of Small Cap Value Fund, the Internal Revenue Code
requires the Fund to distribute all or substantially all of its net investment
income and any net capital gains realized on its investments at least annually.
Small Cap Value Fund's income from certain dividends, interest, and any net
realized short-term capital gains are paid to shareholders as ordinary income
dividends. Certain dividend income may be reported to shareholders as "qualified
dividend income," which is generally subject to reduced rates of taxation. Net
realized long-term capital gains are paid to shareholders as capital gains
distributions, regardless of how long Shares of the Fund have been held.
Distributions are made at the class level, so they may vary from class to class
within a single fund.

DISTRIBUTION SCHEDULE

Dividends from net investment income and distributions of capital gains for
Small Cap Value Fund are normally declared and distributed in December but, if
necessary, may be distributed at other times as well. For investors investing
through intermediaries, the date you receive your distribution may vary
depending on how your intermediary processes trades. Please consult your
intermediary for details.

HOW DISTRIBUTIONS AFFECT SMALL CAP VALUE FUND'S NAV

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

"BUYING A DIVIDEND"

If you purchase shares of Small Cap Value Fund just before a distribution,
you will pay the full price for the shares and receive a portion of the purchase
price back as a taxable distribution. This is referred to as "buying a
dividend." In the above example, if you bought shares on December 30, you would
have paid $10.00 per share. On

C-19

December 31, Small Cap Value Fund would pay you $0.25 per share as a dividend
and your shares would now be worth $9.75 per share. Unless your account is set
up as a tax-deferred account, dividends paid to you would be included in your
gross income for tax purposes, even though you may not have participated in the
increase in NAV of Small Cap Value Fund, whether or not you reinvested the
dividends. Before buying shares of Small Cap Value Fund close to year-end, you
should consult with your financial intermediary or tax adviser as to potential
tax consequences of any distributions that may be paid shortly after purchase.

For your convenience, Small Cap Value Fund's distributions of net
investment income and net capital gains are automatically reinvested in Small
Cap Value Fund. To receive distributions in cash, contact your financial
intermediary or a Janus representative at 1-800-525-0020. Whether reinvested or
paid in cash, the distributions may be subject to taxes, unless your shares are
held in a qualified tax-deferred plan or account.

TAXES

As with any investment, you should consider the tax consequences of
investing in Small Cap Value Fund. Any time you sell or exchange shares of a
fund in a taxable account, it is considered a taxable event. For federal income
tax purposes, an exchange is treated the same as a sale. Depending on the
purchase price and the sale price, you may have a gain or loss on the
transaction; whether the gain or loss is long-term or short-term depends on how
long you owned the shares. Any tax liabilities generated by your transactions
are your responsibility.

The following discussion does not apply to qualified tax-deferred accounts
or other non-taxable entities, nor is it a complete analysis of the federal
income tax implications of investing in Small Cap Value Fund. You should consult
your tax adviser if you have any questions. Additionally, state or local taxes
may apply to your investment, depending upon the laws of your state of
residence.

TAXES ON DISTRIBUTIONS

Distributions by Small Cap Value Fund are subject to federal income tax,
regardless of whether the distribution is made in cash or reinvested in
additional shares of Small Cap Value Fund. When gains from the sale of a
security held by Small Cap Value Fund are paid to shareholders, the rate at
which the gain will be taxed to shareholders depends on the length of time Small
Cap Value Fund held the security. In certain states, a portion of the
distributions (depending on the sources of Small Cap Value Fund's income) may be
exempt from state and local taxes. Small Cap Value Fund's net investment income
and capital gains are distributed to (and may be taxable to) those persons who
are shareholders of Small Cap Value Fund at the record date of such payments.
Although Small Cap Value Fund's total net income and net realized gain are the
results of its operations, the per share amount distributed or taxable to
shareholders is affected by the number of Fund shares outstanding at the record
date. Generally, account tax information will be made available to shareholders
on or before January 31st of each

C-20

year. Information regarding distributions may also be reported to the Internal
Revenue Service.

Distributions made by Small Cap Value Fund with respect to Shares purchased
through a qualified retirement plan will generally be exempt from current
taxation if left to accumulate within the qualified plan.

Generally, withdrawals from qualified plans may be subject to ordinary
income tax and, if made before age 59 1/2, a 10% penalty tax may be imposed. The
tax status of your investment depends on the features of your qualified plan.
For further information, please contact your plan sponsor.

Small Cap Value Fund may be required to withhold U.S. federal income tax on
all distributions and redemptions payable to shareholders who fail to provide
their correct taxpayer identification number, fail to make certain required
certifications, or who have been notified by the Internal Revenue Service that
they are subject to backup withholding. The current backup withholding rate is
applied.

TAXATION OF SMALL CAP VALUE FUND

Dividends, interest, and some capital gains received by Small Cap Value
Fund on foreign securities may be subject to foreign tax withholding or other
foreign taxes. If Small Cap Value Fund is eligible, it may from year to year
make the election permitted under Section 853 of the Internal Revenue Code to
pass through such taxes to shareholders as a foreign tax credit. If such an
election is not made, any foreign taxes paid or accrued will represent an
expense to Small Cap Value Fund. Small Cap Value Fund's transactions may involve
short sales, futures, options, swap agreements, hedged investments, and other
similar transactions, and may be subject to special provisions of the Internal
Revenue Code that, among other things, can potentially affect the character,
amount, timing of distributions to shareholders, and utilization of capital loss
carryforwards. Small Cap Value Fund will monitor its transactions and may make
certain tax elections and use certain investment strategies where applicable in
order to mitigate the effect of these tax provisions, if possible.

Small Cap Value Fund does not expect to pay any federal income or excise
taxes because it intends to meet certain requirements of the Internal Revenue
Code. It is important that Small Cap Value Fund meet these requirements so that
any earnings on your investment will not be subject to federal income taxes
twice. If Small Cap Value Fund invests in partnerships, it may be subject to
state tax liabilities.

C-21

APPENDIX D

LEGAL MATTERS

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

A number of civil lawsuits were brought against Janus Capital and certain
of its affiliates, the Janus funds, and related entities and individuals based
on allegations similar to those announced by the above regulators and were filed
in several state and federal jurisdictions. Such lawsuits alleged a variety of
theories for recovery including, but not limited to, the federal securities
laws, other federal statutes (including ERISA), and various common law
doctrines. The Judicial Panel on Multidistrict Litigation transferred these
actions to the U.S. District Court for the District of Maryland (the "Court")
for coordinated proceedings. On September 29, 2004, five consolidated amended
complaints were filed with the Court, four of which still remain: (i) claims by
a putative class of investors in certain Janus funds asserting claims on behalf
of the investor class (Marini, et al. v. Janus Investment Fund, et al., U.S.
District Court, District of Maryland, Case No. 04-CV-00497); (ii) derivative
claims by investors in certain Janus funds ostensibly on behalf of such funds
(Steinberg et al. v. Janus Capital Management, LLC et al., U.S. District Court,
District of Maryland, Case No. 04-CV-00518); (iii) claims on behalf of
participants in the Janus 401(k) plan (Wangberger v. Janus Capital Group Inc.,
401(k) Advisory Committee, et al., U.S. District Court, District of Maryland,
Case No. JFM-05-2711); and (iv) claims by a putative class of shareholders of
Janus Capital Group Inc. ("JCGI") asserting claims on behalf of the shareholders
(Wiggins, et al. v. Janus Capital Group, Inc., et al., U.S. District Court,
District of Maryland, Case No. 04-CV-00818). 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, INTECH Investment Management LLC ("INTECH")
(formerly named Enhanced Investment Technologies, LLC), Bay Isle Financial LLC
("Bay Isle"), Perkins Investment Management LLC ("Perkins") (formerly named
Perkins, Wolf, McDonnell and Company, LLC), 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 in the
Marini and Steinberg cases (actions (i) and (ii) 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 amended (the "1940 Act"). On
December 30, 2008, the Court

D-1

granted partial summary judgment in Janus Capital's favor with respect to
Plaintiffs' damage demand as it relates to what was categorized as "approved"
market timing based on the Court's finding that there was no evidence that
investors suffered damages that exceed the $50 million they are entitled to
receive under the regulatory settlement. The Court did not grant summary
judgment on the remaining causes of action and requested the parties to submit
additional briefing with respect to what was categorized as "unapproved" market
timing. Having completed the supplemental briefing, the parties are awaiting a
ruling from the Court. On August 15, 2006, the Wangberger complaint in the
401(k) plan class action (action (iii) above) was dismissed by the Court with
prejudice. The plaintiff appealed that dismissal decision to the United States
Court of Appeals for the Fourth Circuit, which remanded the case back to the
Court for further proceedings. Finally, a Motion to Dismiss the Wiggins suit
(action (iv) above) was granted and the matter was dismissed in May 2007.
Plaintiffs appealed that dismissal to the United States Court of Appeals for the
Fourth Circuit where the appeal is pending.

In addition to the lawsuits described above, the Auditor of the State of
West Virginia ("Auditor"), in his capacity as securities commissioner, has
initiated administrative proceedings against many of the defendants in the
market timing cases (including JCGI and Janus Capital) and, as a part of its
relief, is seeking disgorgement and other monetary relief based on similar
market timing allegations (In the Matter of Janus Capital Group Inc. et al.,
Before the Securities Commissioner, State of West Virginia, Summary Order No.
05-1320). In September 2006, JCGI and Janus Capital filed their answer to the
Auditor's summary order instituting proceedings as well as a Motion to Discharge
Order to Show Cause. This action is pending.

During 2007, two lawsuits were filed against Janus Management Holdings
Corporation ("Janus Holdings"), an affiliate of JCGI, by former Janus portfolio
managers, alleging that Janus Holdings unilaterally implemented certain changes
to compensation in violation of prior agreements (Edward Keely v. Janus
Holdings, Denver District Court, Case No. 2007CV7366; Tom Malley v. Janus
Holdings, Denver District Court, Case No. 2007CV10719). These complaints allege
some or all of the following claims in addition to other allegations: (1) breach
of contract; (2) willful and wanton breach of contract; (3) breach of good faith
and fair dealing; and (4) estoppel. Janus Holdings filed Answers to these
complaints denying any liability for these claims and intends to vigorously
defend against the allegations.

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.

D-2

JANUS INVESTMENT FUND

STATEMENT OF ADDITIONAL INFORMATION

MAY 11, 2009
RELATING TO THE ACQUISITION OF THE ASSETS OF

JANUS ADVISER PERKINS SMALL COMPANY VALUE FUND
(FORMERLY NAMED JANUS ADVISER SMALL COMPANY VALUE FUND)
A SERIES OF JANUS ADVISER SERIES
151 DETROIT STREET
DENVER, COLORADO 80206-4805
1-800-525-0200

BY AND IN EXCHANGE FOR SHARES OF BENEFICIAL INTEREST OF

PERKINS SMALL CAP VALUE FUND
(FORMERLY NAMED JANUS SMALL CAP VALUE FUND)
A SERIES OF JANUS INVESTMENT FUND
151 DETROIT STREET
DENVER, COLORADO 80206-4805
1-800-525-3713

This Statement of Additional Information (the "SAI") expands upon and
supplements the information contained in the combined prospectus and information
statement (the "Prospectus/Information Statement") dated May 11, 2009. The
Prospectus/Information Statement is being furnished to shareholders of Janus
Adviser Perkins Small Company Value Fund, a series of Janus Adviser Series
("Small Company Value Fund"), in connection with the reorganization of Small
Company Value Fund with and into Perkins Small Cap Value Fund, a series of Janus
Investment Fund ("Small Cap Value Fund"), pursuant to which all of the assets
and liabilities of Small Company Value Fund would be transferred to Small Cap
Value Fund in exchange for shares of beneficial interest of Small Cap Value Fund
(the "Reorganization").

This SAI is not a prospectus and should be read in conjunction with the
Prospectus/Information Statement. A copy of the Prospectus/Information Statement
may be obtained without charge by contacting Janus Capital Management LLC
("Janus Capital") at 151 Detroit Street, Denver, Colorado 80206 or by
telephoning Janus toll-free at 1-800-525-0200.

This SAI consists of: (i) this cover page; (ii) Additional Information
about Class A, Class C, Class I, Class J, Class R and Class S shares of Small
Cap Value Fund; and (iii) the following documents, each of which was filed
electronically with the U.S. Securities and Exchange Commission (the "SEC") and
is incorporated by reference herein:

1. The SAI for Small Company Value Fund, dated November 28, 2008, as
supplemented (File No: 333-33978), and the SAIs for Small Cap Value
Fund, dated February 27, 2009, as supplemented (File No: 002-34393).

2. The Financial Statements of Small Company Value Fund are included in the
annual report, dated July 31, 2008, as filed on September 29, 2008, and
the semi-annual report, dated January 31, 2009, as filed on March 31,
2009 (File No: 811-09885), and the Financial Statements of Small Cap
Value Fund are included in the annual report, dated October 31, 2008, as
filed on December 29, 2008, and the semi-annual report, dated April 30,
2008, as filed on June 27, 2008 (File No: 811-01879).

As described in the Prospectus/Information Statement, upon the closing of
the Reorganization, with the exception of certain Class S shareholder, each
owner of Class A, Class C, Class I, Class R and Class S shares of Small Company
Value Fund would become a shareholder of the corresponding class of shares of
Small Cap Value Fund. Class S Shareholders who hold their shares directly with
Janus Capital would become a shareholder of Class J Shares. Small Cap Value Fund
does not currently offer Class A, Class C, Class I, Class R and Class S shares.
However, upon consummation of the Reorganization, Small Cap Value Fund will
establish Class A, Class C, Class I, Class R and Class S shares pursuant to the
Securities Act of 1933, as amended, and the Investment Company Act of 1940, as
amended. Information about Small Cap Value Fund and its Class A, Class C, Class
I, Class J, Class R and Class S shares provided in the Prospectus/Information
Statement and other general information about Small Cap Value Fund in its SAI
(Equity and Bond Funds) dated February 27, 2009 (File No. 002-34393), is
incorporated herein by reference. Only certain information specific to Small Cap
Value Fund's Class A, Class C, Class I, Class J, Class R and Class S shares is
provided herein.

ADDITIONAL INFORMATION ABOUT
CLASS A, CLASS C, CLASS I, CLASS R AND CLASS S SHARES OF
SMALL CAP VALUE FUND

TRANSFER AGENCY AND OTHER SERVICES

CLASS A, CLASS C, CLASS I, CLASS R AND CLASS S SHARES

Janus Services LLC ("Janus Services"), P.O. Box 173375, Denver, Colorado
80217-3375, a wholly-owned subsidiary of Janus Capital, is Small Cap Value
Fund's transfer agent. In addition, Janus Services provides certain other
administrative, recordkeeping, and shareholder relations services for Small Cap
Value Fund. Janus Services receives an administrative services fee at an annual
rate of up to 0.25% of the average daily net assets of Class R shares and Class
S shares of Small Cap Value Fund for providing or procuring recordkeeping,
subaccounting, and other administrative services to investors in Class R shares
and Class S shares of Small Cap Value Fund. Janus Services expects to use a
significant portion of this fee to compensate retirement plan service providers,
broker-dealers, bank trust departments, financial advisors, and other financial
intermediaries for providing these services. Services provided by these
financial intermediaries may include but are not limited to recordkeeping,
processing and aggregating purchase and redemption transactions, providing
periodic statements,

forwarding prospectuses, shareholder reports, and other materials to existing
customers, and other administrative services.

Janus Service is not compensated for its services related to Class A
Shares, Class C Shares, and Class I Shares, except for out-of-pocket expenses.
Included in out-of-pocket expenses are the fees charged by certain
intermediaries for administrative services including, but not limited to,
recordkeeping, subaccounting, order processing for omnibus or networking
accounts, or other shareholders services provided by intermediaries on behalf of
the shareholders of the Funds. Order processing includes the submission of
transactions through the National Securities Clearing Corporation or similar
systems or those processed on a manual basis by Janus Services.

CLASS J SHARES

For transfer agency and other services, Janus Services receives an asset-
weighted fee from the Fund based on the average proportion of the Fund's total
net assets sold directly and the average proportion of the Fund's net assets
sold through financial intermediaries on a monthly basis. The asset-weighted fee
is calculated by applying a blended annual fee rate for 0.12% on average net
assets for the proportion of assets sold directly and 0.25% on average net
assets for the proportion of assets sold through financial intermediaries. Prior
to October 13, 2008, the applicable fee rates were 0.16% on net assets for the
proportion of assets sold directly and 0.21% for the proportion of assets sold
through intermediaries. Depending on the shareholder composition of the Fund
each month, the assets-weighted fee could increase or decrease from the amount
that otherwise would have been paid under the prior transfer agency fee
structure. The Fund pays DST System, Inc. ("DST" license fees at the annual rate
of $3.06 per shareholder account for the Fund. The Fund also pays DST at an
annual rate of $1.10 per closed shareholder account, as well as postage and
forms costs that a DST affiliate incurs in mailing Fund shareholder transaction
confirmations.

PURCHASES OF CLASS A SHARES

The price you pay for Class A shares is the public offering price, which is
the NAV next determined after Small Cap Value Fund or its agent receives in good
order your order plus an initial sales charge, if applicable, based on the
amount invested as set forth in the table. Small Cap Value Fund receives the
NAV. The sales charge is allocated between your financial intermediary and Janus
Distributors LLC ("Janus Distributors"), the Trust's distributor, as shown in
the table, except where Janus Distributors, in its discretion, allocates up to
the entire amount to your financial intermediary. Sales charges, as expressed as
a percentage of offering price, a percentage of your net investment, and as a
percentage of the sales charge reallowed to financial intermediaries, are shown
in the table. The dollar amount of your initial sales charge is calculated as
the

difference between the public offering price and the NAV of those shares. Since
the offering price is calculated to two decimal places using standard rounding
criteria, the number of shares purchased and the dollar amount of your sales
charge as a percentage of the offering price and of your net investment may be
higher or lower than the amounts set forth in the table depending on whether
there was a downward or upward rounding. Although you pay no initial sales
charge on purchases of $1,000,000 or more, Janus Distributors may pay, from its
own resources, a commission to your financial intermediary on such investments.

<Table>
<Caption>
AMOUNT OF SALES
CHARGE REALLOWED
TO FINANCIAL
SALES CHARGE AS A SALES CHARGE AS A INTERMEDIARIES AS
PERCENTAGE OF PERCENTAGE OF NET A PERCENTAGE OF
OFFERING PRICE* AMOUNT INVESTED OFFERING PRICE
----------------- ----------------- -----------------

Under $50,000.................. 5.75% 6.10% 5.00%
$50,000 but under $100,000..... 4.50% 4.71% 3.75%
$100,000 but under $250,000.... 3.50% 3.63% 2.75%
$250,000 but under $500,000.... 2.50% 2.56% 2.00%
$500,000 but under $1,000,000.. 2.00% 2.04% 1.60%
$1,000,000 and above........... None** None None
</Table>

--------

* Offering Price includes the initial sales charge.
** A contingent deferred sales charge of 1.00% may apply to Class A shares
purchased without an initial sales charge if redeemed within 12 months of
purchase.

DISTRIBUTION AND SHAREHOLDER SERVICING PLANS

CLASS A SHARES, CLASS R SHARES, AND CLASS S SHARES

As described in the Prospectus/Information Statement, Class A shares, Class
R shares, and Class S shares will each adopt distribution and shareholder
servicing plans (the "Class A Plan," "Class R Plan," and "Class S Plan,"
respectively) in accordance with Rule 12b-1 under the 1940 Act. The Plans are
compensation type plans and permit the payment at an annual rate of up to 0.25%
of the average daily net assets of Class A shares and Class S shares and at an
annual rate of up to 0.50% of the average daily net assets of Class R shares of
a Fund for activities that are service-related and/or primarily intended to
result in sales of Class A shares, Class R shares, or Class S shares of such
Fund, including but not limited to preparing, printing, and distributing
prospectuses, SAIs, shareholder reports, and educational materials to
prospective and existing investors; responding to inquiries by investors;
receiving and answering correspondence and similar activities. Payments under
the Plans are not tied exclusively to actual distribution and/or service
expenses, and the payments may exceed distribution and service expenses actually
incurred. Payments are made to Janus Distributors, Small Cap Value Fund's
distributor, who may make ongoing payments to financial intermediaries based on
the value of Fund shares held by such intermediaries' customers.

CLASS C SHARES

As described in the Prospectus/Information Statement, Class C shares will
adopt a distribution and shareholder servicing plan (the "Class C Plan") in
accordance with Rule 12b-1 under the 1940 Act. The Class C Plan is a
compensation type plan and permits the payment at an annual rate of up to 0.75%
of the average daily net assets of Class C shares of Small Cap Value Fund for
activities which are primarily intended to result in sales of Class C shares of
Small Cap Value Fund. In addition, the Plan permits the payment of up to 0.25%
of the average daily net assets of Class C shares of Small Cap Value Fund for
shareholder servicing activities such as providing facilities to answer
questions from existing investors about Small Cap Value Fund; receiving and
answering correspondence; assisting investors in changing dividend and other
account options and any other activities for which "service fees" may be paid
under Rule 2830 of the Financial Industry Regulatory Authority, Inc. Conduct
Rules. Payments under the Class C Plan are not tied exclusively to actual
distribution and service expenses, and the payments may exceed distribution and
service expenses actually incurred.

The Plans and any Rule 12b-1 related agreement to be entered into by Small
Cap Value Fund or Janus Distributors in connection with the Plans will continue
in effect for a period of more than one year only so long as continuance is
specifically approved at least annually by a vote of a majority of the Trustees,
and of a majority of the Trustees who are not interested persons (as defined in
the 1940 Act) of the Trust and who have no direct or indirect financial interest
in the operation of the Plans or any related agreements ("12b-1 Trustees"). All
material amendments to any Plan must be approved by a majority vote of the
Trustees, including a majority of the 12b-1 Trustees, at a meeting called for
that purpose. In addition, any Plan may be terminated as to Small Cap Value Fund
at any time, without penalty, by vote of a majority of the outstanding shares of
that Class of Small Cap Value Fund or by vote of a majority of the 12b-1
Trustees.

Janus Distributors is entitled to retain all fees paid under the Class C
Plan for the first 12 months on any investment in Class C shares to recoup its
expenses with respect to the payment of commissions on sales of Class C shares.
Financial intermediaries will become eligible for compensation under the Class C
Plan beginning in the 13th month following the purchase of Class C shares,
although Janus Distributors may, pursuant to a written agreement between Janus
Distributors and a particular financial intermediary, pay such financial
intermediary 12b-1 fees prior to the 13th month following the purchase of Class
C shares.

PRO FORMA FINANCIAL STATEMENTS

With respect to the Reorganization of Small Company Value Fund into Small
Cap Value Fund, the pro forma financial statements required by Rule 11-01 of
Regulation S-X have not been prepared and included in this Form N-14 since, as
of March 31, 2009, the net asset value of Small Company Value Fund does not
exceed ten percent (10%) of the net asset value of Small Cap Value Fund.

PART C - OTHER INFORMATION

ITEM 15. Indemnification

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

ITEM 16. Exhibits

Exhibit 1 (a) Amended and Restated Agreement and Declaration of Trust,
dated March 18, 2003, is incorporated herein by reference to
Exhibit 1(ii) to Post-Effective Amendment No. 109, filed on
April 17, 2003 (File No. 2-34393).

(b) Certificate of Amendment Establishing and Designating
Series, dated September 16, 2003, is incorporated herein by
reference to Exhibit 1(jj) to Post-Effective Amendment No.
110, filed on December 23, 2003 (File No. 2-34393).

(c) Form of Certificate of Establishment and Designation for
Janus Research Fund and Janus Explorer Fund is incorporated
herein by reference to Exhibit 1(kk) to Post-Effective
Amendment No. 112, filed on December 10, 2004 (File No.
2-34393).

(d) Certificate Redesignating Janus Explorer Fund is
incorporated herein by reference to Exhibit 1(ll) to
Post-Effective Amendment

No. 113, filed on February 24, 2005 (File No. 2-34393).

(e) Certificate Redesignating Janus Flexible Income Fund is
incorporated herein by reference to Exhibit 1(mm) to
Post-Effective Amendment No. 114, filed on October 14, 2005
(File No. 2-34393).

(f) Form of Certificate of Establishment and Designation of
Janus Smart Portfolios is incorporated herein by reference
to Exhibit 1(nn) to Post-Effective Amendment No. 114, filed
on October 14, 2005 (File No. 2-34393).

(g) Form of Certificate Redesignating Janus Risk-Managed Stock
Fund is incorporated herein by reference to Exhibit 1(oo) to
Post-Effective Amendment No. 117, filed on February 27, 2006
(File No. 2-34393).

(h) Certificate of Amendment of the Amended and Restated
Agreement and Declaration of Trust is incorporated herein by
reference to Exhibit 1(a) to N-14/A Pre-Effective Amendment
No. 1, filed on August 8, 2006 (File No. 2-34393).

(i) Certificate of Amendment of the Amended and Restated
Agreement and Declaration of Trust is incorporated herein by
reference to Exhibit 1(b) to N-14/A Pre-Effective Amendment
No. 1, filed on August 8, 2006 (File No. 2-34393).

(j) Certificate Redesignating Janus Core Equity Fund is
incorporated herein by reference to Exhibit 1(pp) to
Post-Effective Amendment No. 119, filed on December 19, 2006
(File No. 2-34393).

(k) Certificate of Amendment of the Amended and Restated
Agreement and Declaration of Trust is incorporated herein by
reference to Exhibit 1(qq) to Post-Effective Amendment No.
119, filed on December 19, 2006 (File No. 2-34393).

(l) Certificate Redesignating Janus Mercury Fund is incorporated
herein by reference to Exhibit 1(tt) to Post-Effective
Amendment No. 120, filed on February 28, 2007 (File No.
2-34393).

(m) Certificate Redesignating Janus Research Fund is
incorporated herein by reference to Exhibit 1(uu) to
Post-Effective Amendment No. 120, filed on February 28, 2007
(File No. 2-34393).

(n) Certificate Redesignating Janus Mid Cap Value Fund, dated
December 23, 2008, is incorporated herein by reference to
Exhibit

1(vv) to Post-Effective Amendment No. 123, filed on February
27, 2009 (File No. 2-34393).

(o) Certificate Redesignating Janus Small Cap Value Fund, dated
December 23, 2008, is incorporated herein by reference to
Exhibit 1(ww) to Post-Effective Amendment No. 123, filed on
February 27, 2009 (File No. 2-34393).

(p) Amendment to Certificate Redesignating Janus Mid Cap Value
Fund, dated December 30, 2008, is incorporated herein by
reference to Exhibit 1(xx) to Post-Effective Amendment No.
123, filed on February 27, 2009 (File No. 2-34393).

(q) Amendment to Certificate Redesignating Janus Small Cap Value
Fund, dated December 30, 2008, is incorporated herein by
reference to Exhibit 1(yy) to Post-Effective Amendment No.
123, filed on February 27, 2009 (File No. 2-34393).

(r) Certificate Redesignating INTECH Risk-Managed Stock Fund,
dated February 24, 2009, is incorporated herein by reference
to Exhibit 1(zz) to Post-Effective Amendment No. 123, filed
on February 27, 2009 (File No. 2-34393).

(s) Certificate Redesignating Janus Fundamental Equity Fund,
dated February 24, 2009, is incorporated herein by reference
to Exhibit 1(aaa) to Post-Effective Amendment No. 123, filed
on February 27, 2009 (File No. 2-34393).

Exhibit 2 (a) Amended and Restated Bylaws are incorporated herein by
reference to Exhibit 2(e) to Post-Effective Amendment No.
112, filed on December 10, 2004 (File No. 2-34393).

(b) First Amendment to the Amended and Restated Bylaws is
incorporated herein by reference to Exhibit 2(f) to
Post-Effective Amendment No. 114, filed on October 14, 2005
(File No. 2-34393).

(c) Second Amendment to the Amended and Restated Bylaws is
incorporated herein by reference to Exhibit 2(g) to
Post-Effective Amendment No. 114, filed on October 14, 2005
(File No. 2-34393).

Exhibit 3 Not Applicable.

Exhibit 4 (a) Form of Agreement and Plan of Reorganization among Janus
Adviser Series (on behalf of certain series), Janus
Investment Fund

(on behalf of certain series) and Janus Capital Management
LLC (included as Appendix A to the Prospectus /Information
Statement of this Registration Statement) is incorporated
herein by reference to Exhibit 4 to Form N-14, filed on
March 17, 2009 (File No. 333-158025).

(b) Form of Agreement and Plan of Reorganization among Janus
Adviser Series (on behalf of Janus Adviser Perkins Small
Company Value Fund), Janus Investment Fund (on behalf of
Perkins Small Cap Value Fund) and Janus Capital Management
LLC (included as Appendix A to the Prospectus/Information
Statement of this Registration Statement) is filed herein as
Exhibit 4(b).

Exhibit 5 (a) Instruments Defining Rights of Security Holders, see Exhibits
1 and 2.

(b) Specimen Stock Certificate for Janus Fund(1) is incorporated
herein by reference to Exhibit 4(a) to Post-Effective Amendment
No. 79, filed on December 18, 1996 (File No. 2-34393).

(c) Specimen Stock Certificate for Janus Growth and Income
Fund is incorporated herein by reference to Exhibit 4(b) to
Post-Effective Amendment No. 79, filed on December 18, 1996
(File No. 2-34393).

(d) Specimen Stock Certificate for Janus Worldwide Fund is
incorporated herein by reference to Exhibit 4(c) to
Post-Effective Amendment No. 79, filed on December 18, 1996
(File No. 2-34393).

(e) Specimen Stock Certificate for Janus Flexible Income Fund(1)
is incorporated herein by reference to Exhibit 4(e) to
Post-Effective Amendment No. 80, filed on February 14, 1997
(File No. 2-34393).

(f) Specimen Stock Certificate for Janus Enterprise Fund is
incorporated herein by reference to Exhibit 4(h) to
Post-Effective Amendment No. 80, filed on February 14, 1997
(File No. 2-34393).

(g) Specimen Stock Certificate for Janus Balanced Fund is
incorporated herein by reference to Exhibit 4(i) to
Post-Effective Amendment No. 80, filed on February 14, 1997
(File No. 2-

---------
(1) Outstanding certificates representing shares of predecessor entity to
this series of the Trust are deemed to represent shares of this series.

34393).

(h) Specimen Stock Certificate for Janus Overseas Fund is
incorporated herein by reference to Exhibit 4(m) to
Post-Effective Amendment No. 81, filed on June 26, 1997
(File No. 2-34393).

(i) Revised Specimen Stock Certificates for Janus High-Yield
Fund and Janus Olympus Fund are incorporated herein by
reference to Exhibit 4(n) to Post-Effective Amendment No.
79, filed on December 18, 1996 (File No. 2-34393).

(j) Revised Specimen Stock Certificate for Janus Equity Income
Fund is incorporated herein by reference to Exhibit 4(o) to
Post-Effective Amendment No. 79, filed on December 18, 1996
(File No. 2-34393).

Exhibit 6 (a) Investment Advisory Agreement for Janus Fund dated July 1,
1997, is incorporated herein by reference to Exhibit 5(a) to
Post-Effective Amendment No. 83, filed on December 15, 1997
(File No. 2-34393).

(b) Investment Advisory Agreements for Janus Growth and Income
Fund and Janus Worldwide Fund dated July 1, 1997, are
incorporated herein by reference to Exhibit 5(b) to
Post-Effective Amendment No. 83, filed on December 15, 1997
(File No. 2-34393).

(c) Investment Advisory Agreements for Janus Twenty Fund and
Janus Venture Fund dated July 1, 1997, are incorporated
herein by reference to Exhibit 5(c) to Post-Effective
Amendment No. 83, filed on December 15, 1997 (File No.
2-34393).

(d) Investment Advisory Agreement for Janus Flexible Income Fund
dated July 1, 1997, is incorporated herein by reference to
Exhibit 5(d) to Post-Effective Amendment No. 83, filed on
December 15, 1997 (File No. 2-34393).

(e) Investment Advisory Agreements for Janus Enterprise Fund,
Janus Balanced Fund, and Janus Short-Term Bond Fund dated
July 1, 1997, are incorporated herein by reference to
Exhibit 5(e) to Post-Effective Amendment No. 83, filed on
December 15, 1997 (File No. 2-34393).

(f) Investment Advisory Agreements for Janus Federal Tax-Exempt
Fund and Janus Mercury Fund dated July 1, 1997, are
incorporated herein by reference to Exhibit 5(f) to
Post-Effective Amendment

No. 83, filed on December 15, 1997 (File No. 2-34393).

(g) Investment Advisory Agreement for Janus Overseas Fund dated
July 1, 1997, is incorporated herein by reference to Exhibit
5(g) to Post-Effective Amendment No. 83, filed on December
15, 1997 (File No. 2-34393).

(h) Investment Advisory Agreements for Janus Money Market Fund,
Janus Government Money Market Fund, and Janus Tax-Exempt
Money Market Fund dated July 1, 1997, are incorporated
herein by reference to Exhibit 5(h) to Post-Effective
Amendment No. 83, filed on December 15, 1997 (File No.
2-34393).

(i) Investment Advisory Agreement for Janus High-Yield Fund
dated July 1, 1997, is incorporated herein by reference to
Exhibit 5(i) to Post-Effective Amendment No. 83, filed on
December 15, 1997 (File No. 2-34393).

(j) Investment Advisory Agreement for Janus Olympus Fund dated
July 1, 1997, is incorporated herein by reference to Exhibit
5(j) to Post-Effective Amendment No. 83, filed on December
15, 1997 (File No. 2-34393).

(k) Investment Advisory Agreement for Janus Equity Income Fund
dated July 1, 1997, is incorporated herein by reference to
Exhibit 5(k) to Post-Effective Amendment No. 83, filed on
December 15, 1997 (File No. 2-34393).

(l) Investment Advisory Agreement for Janus Special Situations
Fund dated July 1, 1997, filed as Exhibit 5(l) to
Post-Effective Amendment No. 83, filed on December 15, 1997
(File No. 2-34393), has been withdrawn.

(m) Investment Advisory Agreement for Janus Global Life Sciences
Fund filed as Exhibit 5(m) to Post-Effective Amendment No.
82, filed on September 16, 1997 (File No. 2-34393), has been
withdrawn.

(n) Form of Investment Advisory Agreement for Janus Global Life
Sciences Fund is incorporated herein by reference to Exhibit
4(n) to Post-Effective Amendment No. 85, filed on September
10, 1998 (File No. 2-34393).

(o) Form of Investment Advisory Agreement for Janus Global
Technology Fund is incorporated herein by reference to
Exhibit 4(o) to Post-Effective Amendment No. 85, filed on
September 10,

1998 (File No. 2-34393).

(p) Investment Advisory Agreement for Janus Strategic Value Fund
is incorporated herein by reference to Exhibit 4(p) to
Post-Effective Amendment No. 88, filed on November 15, 1999
(File No. 2-34393).

(q) Amendment dated January 31, 2000 to the Investment Advisory
Agreement for Janus Fund dated July 1, 1997, is incorporated
herein by reference to Exhibit 4(q) to Post-Effective
Amendment No. 90, filed on January 31, 2000 (File No.
2-34393).

(r) Amendment dated January 31, 2000 to the Investment Advisory
Agreement for Janus Growth and Income Fund dated July 1,
1997, is incorporated herein by reference to Exhibit 4(r) to
Post-Effective Amendment No. 90, filed on January 31, 2000
(File No. 2-34393).

(s) Amendment dated January 31, 2000 to the Investment Advisory
Agreement for Janus Twenty Fund dated July 1, 1997, is
incorporated herein by reference to Exhibit 4(s) to
Post-Effective Amendment No. 90, filed on January 31, 2000
(File No. 2-34393).

(t) Amendment dated January 31, 2000 to the Investment Advisory
Agreement for Janus Enterprise Fund dated July 1, 1997, is
incorporated herein by reference to Exhibit 4(t) to
Post-Effective Amendment No. 90, filed on January 31, 2000
(File No. 2-34393).

(u) Amendment dated January 31, 2000 to the Investment Advisory
Agreement for Janus Balanced Fund dated July 1, 1997, is
incorporated herein by reference to Exhibit 4(u) to
Post-Effective Amendment No. 90, filed on January 31, 2000
(File No. 2-34393).

(v) Amendment dated January 31, 2000 to the Investment Advisory
Agreement for Janus Overseas Fund dated July 1, 1997, is
incorporated herein by reference to Exhibit 4(v) to
Post-Effective Amendment No. 90, filed on January 31, 2000
(File No. 2-34393).

(w) Amendment dated January 31, 2000 to the Investment Advisory
Agreement for Janus Equity Income Fund dated July 1, 1997,
is incorporated herein by reference to Exhibit 4(w) to
Post-Effective Amendment No. 90, filed on January 31, 2000
(File No. 2-34393).

(x) Amendment dated January 31, 2000 to the Investment Advisory
Agreement for Janus Global Life Sciences Fund dated
September 14, 1998, is incorporated herein by reference to
Exhibit 4(x) to

Post-Effective Amendment No. 90, filed on January 31, 2000
(File No. 2-34393).

(y) Amendment dated January 31, 2000 to the Investment Advisory
Agreement for Janus Global Technology Fund dated September
14, 1998, is incorporated herein by reference to Exhibit
4(y) to Post-Effective Amendment No. 90, filed on January
31, 2000 (File No. 2-34393).

(z) Amendment dated January 31, 2000 to the Investment Advisory
Agreement for Janus Mercury Fund dated July 1, 1997, is
incorporated herein by reference to Exhibit 4(z) of
Post-Effective Amendment No. 90, filed on January 31, 2000
(File No. 2-34393).

(aa) Amendment dated January 31, 2000 to the Investment Advisory
Agreement for Janus Olympus Fund dated July 1, 1997, is
incorporated herein by reference to Exhibit 4(aa) to
Post-Effective Amendment No. 90, filed on January 31, 2000
(File No. 2-34393).

(bb) Amendment dated January 31, 2000 to the Investment Advisory
Agreement for Janus Special Situations Fund dated July 1,
1997, filed as Exhibit 4(bb) to Post-Effective Amendment No.
90, filed on January 31, 2000 (File No. 2-34393), has been
withdrawn.

(cc) Amendment dated January 31, 2000 to the Investment Advisory
Agreement for Janus Strategic Value Fund dated September 14,
1999, is incorporated herein by reference to Exhibit 4(cc)
to Post-Effective Amendment No. 90, filed on January 31,
2000 (File No. 2-34393).

(dd) Amendment dated January 31, 2000 to the Investment Advisory
Agreement for Janus Venture Fund dated July 1, 1997, is
incorporated herein by reference to Exhibit 4(dd) to
Post-Effective Amendment No. 90, filed on January 31, 2000
(File No. 2-34393).

(ee) Amendment dated January 31, 2000 to the Investment Advisory
Agreement for Janus Worldwide Fund dated July 1, 1997, is
incorporated herein by reference to Exhibit 4(ee) to
Post-Effective Amendment No. 90, filed on January 31, 2000
(File No. 2-34393).

(ff) Form of Investment Advisory Agreement for Janus Orion Fund
is incorporated herein by reference to Exhibit 4(ff) to
Post-Effective Amendment No. 92, filed on March 17, 2000
(File No. 2-34393).

(gg) Form of Investment Advisory Agreement for Janus Fund 2 filed
as Exhibit 4(gg) to Post-Effective Amendment No. 95, filed
on

September 13, 2000 (File No. 2-34393), has been withdrawn.

(hh) Form of Investment Advisory Agreement for Janus Global Value
Fund is incorporated herein by reference to Exhibit 4(hh) to
Post-Effective Amendment No. 98, filed on March 15, 2001
(File No. 2-34393).

(ii) Form of Amendment dated July 31, 2001 to the Investment
Advisory Agreement for Janus Equity Income Fund dated July
1, 1997, as amended January 31, 2000, is incorporated herein
by reference to Exhibit 4(ii) to Post-Effective Amendment
No. 99, filed on June 1, 2001 (File No. 2-34393).

(jj) Form of Investment Advisory Agreement for Janus
Institutional Cash Reserves Fund is incorporated herein by
reference to Exhibit 4(jj) to Post-Effective Amendment No.
104, filed on February 28, 2002 (File No. 2-34393).

(kk) Form of Investment Advisory Agreement for Janus Risk-Managed
Stock Fund is incorporated herein by reference to Exhibit
4(kk) to Post-Effective Amendment No. 105, filed on December
13, 2002 (File No. 2-34393).

(ll) Form of Sub-Advisory Agreement for Janus Risk-Managed Stock
Fund is incorporated herein by reference to Exhibit 4(ll) to
Post-Effective Amendment No. 105, filed on December 13, 2002
(File No. 2-34393).

(mm) Form of Investment Advisory Agreement for Janus Small Cap
Value Fund is incorporated herein by reference to Exhibit
4(mm) to Post-Effective Amendment No. 106, filed on January
3, 2003 (File No. 2-34393).

(nn) Form of Sub-Advisory Agreement for Janus Small Cap Value
Fund (pre-acquisition version) is incorporated herein by
reference to Exhibit 4(nn) to Post-Effective Amendment No.
106, filed on January 3, 2003 (File No. 2-34393).

(oo) Form of Sub-Advisory Agreement for Janus Small Cap Value
Fund (post-acquisition version) is incorporated herein by
reference to Exhibit 4(oo) to Post-Effective Amendment No.
106, filed on January 3, 2003 (File No. 2-34393).

(pp) Form of Investment Advisory Agreement for Janus Mid Cap
Value Fund is incorporated herein by reference to Exhibit
4(pp) to Post-Effective Amendment No. 106, filed on January
3, 2003 (File

No. 2-34393).

(qq) Form of Sub-Advisory Agreement for Mid Cap Value Fund
(pre-acquisition version) is incorporated herein by
reference to Exhibit 4(qq) to Post-Effective Amendment No.
106, filed on January 3, 2003 (File No. 2-34393).

(rr) Form of Sub-Advisory Agreement for Mid Cap Value Fund
(post-acquisition version) is incorporated herein by
reference to Exhibit 4(rr) to Post-Effective Amendment No.
106, filed on January 3, 2003 (File No. 2-34393).

(ss) Amendment to Investment Advisory Agreement for Janus Global
Value Fund is incorporated herein by reference to Exhibit
4(ss) to Post-Effective Amendment No. 110, filed on December
23, 2003 (File No. 2-34393).

(tt) Investment Advisory Agreement for Janus Balanced Fund dated
July 1, 2004 is incorporated herein by reference to Exhibit
4(tt) to Post-Effective Amendment No. 112, filed on December
10, 2004 (File No. 2-34393).

(uu) Investment Advisory Agreement for Janus Core Equity Fund
dated July 1, 2004 is incorporated herein by reference to
Exhibit 4(uu) to Post-Effective Amendment No. 112, filed on
December 10, 2004 (File No. 2-34393).

(vv) Investment Advisory Agreement for Janus Enterprise Fund
dated July 1, 2004 is incorporated herein by reference to
Exhibit 4(vv) to Post-Effective Amendment No. 112, filed on
December 10, 2004 (File No. 2-34393).

(ww) Investment Advisory Agreement for Janus Federal Tax-Exempt
Fund dated July 1, 2004 is incorporated herein by reference
to Exhibit 4(ww) to Post-Effective Amendment No. 112, filed
on December 10, 2004 (File No. 2-34393).

(xx) Investment Advisory Agreement for Janus Flexible Income Fund
dated July 1, 2004 is incorporated herein by reference to
Exhibit 4(xx) to Post-Effective Amendment No. 112, filed on
December 10, 2004 (File No. 2-34393).

(yy) Investment Advisory Agreement for Janus Global Life Sciences
Fund dated July 1, 2004 is incorporated herein by reference
to Exhibit 4(yy) to Post-Effective Amendment No. 112, filed
on December 10, 2004 (File No. 2-34393).

(zz) Investment Advisory Agreement for Janus Global Opportunities
Fund dated July 1, 2004 is incorporated herein by reference
to Exhibit 4(zz) to Post-Effective Amendment No. 112, filed
on December 10, 2004 (File No. 2-34393).

(aaa) Investment Advisory Agreement for Janus Global Technology
Fund dated July 1, 2004 is incorporated herein by reference
to Exhibit 4(aaa) to Post-Effective Amendment No. 112, filed
on December 10, 2004 (File No. 2-34393).

(bbb) Investment Advisory Agreement for Janus Growth and Income
Fund dated July 1, 2004 is incorporated herein by reference
to Exhibit 4(bbb) to Post-Effective Amendment No. 112, filed
on December 10, 2004 (File No. 2-34393).

(ccc) Investment Advisory Agreement for Janus High-Yield Fund
dated July 1, 2004 is filed incorporated herein by reference
to Exhibit 4(ccc) to Post-Effective Amendment No. 112, filed
on December 10, 2004 (File No. 2-34393).

(ddd) Investment Advisory Agreement for Janus Fund dated July 1,
2004 is incorporated herein by reference to Exhibit 4(ddd)
to Post-Effective Amendment No. 112, filed on December 10,
2004 (File No. 2-34393).

(eee) Investment Advisory Agreement for Janus Mercury Fund dated
July 1, 2004 is incorporated herein by reference to Exhibit
4(eee) to Post-Effective Amendment No. 112, filed on
December 10, 2004 (File No. 2-34393).

(fff) Investment Advisory Agreement for Janus Mid Cap Value Fund
dated July 1, 2004 is incorporated herein by reference to
Exhibit 4(fff) to Post-Effective Amendment No. 112, filed on
December 10, 2004 (File No. 2-34393).

(ggg) Investment Advisory Agreement for Janus Olympus Fund dated
July 1, 2004 is incorporated herein by reference to Exhibit
4(ggg) to Post-Effective Amendment No. 112, filed on
December 10, 2004 (File No. 2-34393).

(hhh) Investment Advisory Agreement for Janus Orion Fund dated
July 1, 2004 is incorporated herein by reference to Exhibit
4(hhh) to Post-Effective Amendment No. 112, filed on
December 10, 2004 (File No. 2-34393).

(iii) Investment Advisory Agreement for Janus Overseas Fund dated
July 1, 2004 is incorporated herein by reference to Exhibit
4(iii) to Post-Effective Amendment No. 112, filed on
December 10, 2004 (File No. 2-34393).

(jjj) Investment Advisory Agreement for Janus Risk-Managed Stock
Fund dated July 1, 2004 is incorporated herein by reference
to Exhibit 4(jjj) to Post-Effective Amendment No. 112, filed
on December 10, 2004 (File No. 2-34393).

(kkk) Investment Advisory Agreement for Janus Short-Term Bond Fund
dated July 1, 2004 is incorporated herein by reference to
Exhibit 4(kkk) to Post-Effective Amendment No. 112, filed on
December 10, 2004 (File No. 2-34393).

(lll) Investment Advisory Agreement for Janus Small Cap Value Fund
dated July 1, 2004 is incorporated herein by reference to
Exhibit 4(lll) to Post-Effective Amendment No. 112, filed on
December 10, 2004 (File No. 2-34393).

(mmm) Investment Advisory Agreement for Janus Special Equity Fund
dated July 1, 2004 is incorporated herein by reference to
Exhibit 4(mmm) to Post-Effective Amendment No. 112, filed on
December 10, 2004 (File No. 2-34393).

(nnn) Investment Advisory Agreement for Janus Twenty Fund dated
July 1, 2004 is incorporated herein by reference to Exhibit
4(nnn) to Post-Effective Amendment No. 112, filed on
December 10, 2004 (File No. 2-34393).

(ooo) Investment Advisory Agreement for Janus Venture Fund dated
July 1, 2004 is incorporated herein by reference to Exhibit
4(ooo) to Post-Effective Amendment No. 112, filed on
December 10, 2004 (File No. 2-34393).

(ppp) Investment Advisory Agreement for Janus Worldwide Fund dated
July 1, 2004 is incorporated herein by reference to Exhibit
4(ppp) to Post-Effective Amendment No. 112, filed on
December 10, 2004 (File No. 2-34393).

(qqq) Amendment to Investment Advisory Agreement for Janus Special
Equity Fund dated September 30, 2004 is incorporated herein
by reference to Exhibit 4(qqq) to Post-Effective Amendment
No. 112, filed on December 10, 2004 (File No. 2-34393).

(rrr) Investment Advisory Agreement for Janus Explorer Fund dated

December 2, 2004 is incorporated herein by reference to
Exhibit 4(rrr) to Post-Effective Amendment No. 112, filed on
December 10, 2004 (File No. 2-34393).

(sss) Investment Advisory Agreement for Janus Research Fund dated
December 2, 2004 is incorporated herein by reference to
Exhibit 4(sss) to Post-Effective Amendment No. 112, filed on
December 10, 2004 (File No. 2-34393).

(ttt) Amendment to Investment Advisory Agreement for Janus
Explorer Fund is incorporated herein by reference to Exhibit
4(ttt) to Post-Effective Amendment No. 113, filed on
February 24, 2005 (File No. 2-34393).

(uuu) Amendment to Investment Advisory Agreement for Janus
Flexible Income Fund dated February 28, 2005 is incorporated
herein by reference to Exhibit 4(uuu) to Post-Effective
Amendment No. 114, filed on October 14, 2005 (File No.
2-34393).

(vvv) Form of Investment Advisory Agreement for Janus Smart
Portfolio - Growth is incorporated herein by reference to
Exhibit 4(vvv) to Post-Effective Amendment No. 114, filed on
October 14, 2005 (File No. 2-34393).

(www) Form of Investment Advisory Agreement for Janus Smart
Portfolio - Moderate is incorporated herein by reference to
Exhibit 4(www) to Post-Effective Amendment No. 114, filed on
October 14, 2005 (File No. 2-34393).

(xxx) Form of Investment Advisory Agreement for Janus Smart
Portfolio - Conservative is incorporated herein by reference
to Exhibit 4(xxx) to Post-Effective Amendment No. 114, filed
on October 14, 2005 (File No. 2-34393).

(yyy) Investment Advisory Agreement for Janus Fund dated July 1,
2004, as amended February 1, 2006, is incorporated herein by
reference to Exhibit 4(yyy) to Post-Effective Amendment No.
117, filed on February 27, 2006 (File No. 2-34393).

(zzz) Investment Advisory Agreement for Janus Enterprise Fund
dated July 1, 2004, as amended February 1, 2006, is
incorporated herein by reference to Exhibit 4(zzz) to
Post-Effective Amendment No. 117, filed on February 27, 2006
(File No. 2-34393).

(aaaa) Investment Advisory Agreement for Janus Mercury Fund dated
July 1, 2004, as amended February 1, 2006, is incorporated
herein

by reference to Exhibit 4(aaaa) to Post-Effective Amendment
No. 117, filed on February 27, 2006 (File No. 2-34393).

(bbbb) Investment Advisory Agreement for Janus Olympus Fund dated
July 1, 2004, as amended February 1, 2006, is incorporated
herein by reference to Exhibit 4(bbbb) to Post-Effective
Amendment No. 117, filed on February 27, 2006 (File No.
2-34393).

(cccc) Investment Advisory Agreement for Janus Orion Fund dated
July 1, 2004, as amended February 1, 2006, is incorporated
herein by reference to Exhibit 4(cccc) to Post-Effective
Amendment No. 117, filed on February 27, 2006 (File No.
2-34393).

(dddd) Investment Advisory Agreement for Janus Triton Fund dated
December 2, 2004, as amended February 1, 2006, is
incorporated herein by reference to Exhibit 4(dddd) to
Post-Effective Amendment No. 117, filed on February 27, 2006
(File No. 2-34393).

(eeee) Investment Advisory Agreement for Janus Twenty Fund dated
July 1, 2004, as amended February 1, 2006, is incorporated
herein by reference to Exhibit 4(eeee) to Post-Effective
Amendment No. 117, filed on February 27, 2006 (File No.
2-34393).

(ffff) Investment Advisory Agreement for Janus Venture Fund dated
July 1, 2004, as amended February 1, 2006, is incorporated
herein by reference to Exhibit 4(ffff) to Post-Effective
Amendment No. 117, filed on February 27, 2006 (File No.
2-34393).

(gggg) Investment Advisory Agreement for Janus Global Life Sciences
Fund dated July 1, 2004, as amended February 1, 2006, is
incorporated herein by reference to Exhibit 4(gggg) to
Post-Effective Amendment No. 117, filed on February 27, 2006
(File No. 2-34393).

(hhhh) Investment Advisory Agreement for Janus Global Technology
Fund dated July 1, 2004, as amended February 1, 2006, is
incorporated herein by reference to Exhibit 4(hhhh) to
Post-Effective Amendment No. 117, filed on February 27, 2006
(File No. 2-34393).

(iiii) Investment Advisory Agreement for Janus Balanced Fund dated
July 1, 2004, as amended February 1, 2006, is incorporated
herein by reference to Exhibit 4(iiii) to Post-Effective
Amendment No. 117, filed on February 27, 2006 (File No.
2-34393).

(jjjj) Investment Advisory Agreement for Janus Contrarian Fund
dated July 1, 2004, as amended February 1, 2006, is
incorporated herein by reference to Exhibit 4(jjjj) to
Post-Effective Amendment No. 117, filed on February 27, 2006
(File No. 2-34393).

(kkkk) Investment Advisory Agreement for Janus Core Equity Fund
dated July 1, 2004, as amended February 1, 2006, is
incorporated herein by reference to Exhibit 4(kkkk) to
Post-Effective Amendment No. 117, filed on February 27, 2006
(File No. 2-34393).

(llll) Investment Advisory Agreement for Janus Growth and Income
Fund dated July 1, 2004, as amended February 1, 2006, is
incorporated herein by reference to Exhibit 4(llll) to
Post-Effective Amendment No. 117, filed on February 27, 2006
(File No. 2-34393).

(mmmm) Investment Advisory Agreement for Janus Research Fund dated
December 2, 2004, as amended January 1, 2006, is
incorporated herein by reference to Exhibit 4(mmmm) to
Post-Effective Amendment No. 117, filed on February 27, 2006
(File No. 2-34393).

(nnnn) Investment Advisory Agreement for Janus Risk-Managed Stock
Fund dated July 1, 2004, as amended January 1, 2006, is
incorporated herein by reference to Exhibit 4(nnnn) to
Post-Effective Amendment No. 117, filed on February 27, 2006
(File No. 2-34393).

(oooo) Investment Advisory Agreement for Janus Mid Cap Value Fund
dated July 1, 2004, as amended February 1, 2006, is
incorporated herein by reference to Exhibit 4(oooo) to
Post-Effective Amendment No. 117, filed on February 27, 2006
(File No. 2-34393).

(pppp) Investment Advisory Agreement for Janus Global Opportunities
Fund dated July 1, 2004, as amended February 1, 2006, is
incorporated herein by reference to Exhibit 4(pppp) to
Post-Effective Amendment No. 117, filed on February 27, 2006
(File No. 2-34393).

(qqqq) Investment Advisory Agreement for Janus Overseas Fund dated
July 1, 2004, as amended February 1, 2006, is incorporated
herein by reference to Exhibit 4(qqqq) to Post-Effective
Amendment No. 117, filed on February 27, 2006 (File No.
2-34393).

(rrrr) Investment Advisory Agreement for Janus Worldwide Fund dated

July 1, 2004, as amended February 1, 2006, is incorporated
herein by reference to Exhibit 4(rrrr) to Post-Effective
Amendment No. 117, filed on February 27, 2006 (File No.
2-34393).

(ssss) Investment Advisory Agreement for Janus Flexible Bond Fund
dated July 1, 2004, as amended February 1, 2006, is
incorporated herein by reference to Exhibit 4(ssss) to
Post-Effective Amendment No. 117, filed on February 27, 2006
(File No. 2-34393).

(tttt) Investment Advisory Agreement for Janus High-Yield Fund
dated July 1, 2004, as amended February 1, 2006, is
incorporated herein by reference to Exhibit 4(tttt) to
Post-Effective Amendment No. 117, filed on February 27, 2006
(File No. 2-34393).

(uuuu) Investment Advisory Agreement for Janus Short-Term Bond Fund
dated July 1, 2004, as amended February 1, 2006, is
incorporated herein by reference to Exhibit 4(uuuu) to
Post-Effective Amendment No. 117, filed on February 27, 2006
(File No. 2-34393).

(vvvv) Investment Advisory Agreement for Janus Federal Tax-Exempt
Fund dated July 1, 2004, as amended February 1, 2006, is
incorporated herein by reference to Exhibit 4(vvvv) to
Post-Effective Amendment No. 117, filed on February 27, 2006
(File No. 2-34393).

(wwww) Investment Advisory Agreement for Janus Money Market Fund
dated April 3, 2002, as amended February 1, 2006, is
incorporated herein by reference to Exhibit 4(wwww) to
Post-Effective Amendment No. 117, filed on February 27, 2006
(File No. 2-34393).

(xxxx) Investment Advisory Agreement for Janus Government Money
Market Fund dated April 3, 2002, as amended February 1,
2006, is incorporated herein by reference to Exhibit 4(xxxx)
to Post-Effective Amendment No. 117, filed on February 27,
2006 (File No. 2-34393).

(yyyy) Investment Advisory Agreement for Janus Tax-Exempt Money
Market Fund dated April 3, 2002, as amended February 1,
2006, is incorporated herein by reference to Exhibit 4(yyyy)
to Post-Effective Amendment No. 117, filed on February 27,
2006 (File No. 2-34393).

(zzzz) Investment Advisory Agreement for Janus Institutional Cash
Reserves Fund dated April 3, 2002, as amended February 1,
2006, is incorporated herein by reference to Exhibit 4(zzzz)
to Post-Effective Amendment No. 117, filed on February 27,
2006 (File No. 2-34393).

(aaaaa) Sub-Advisory Agreement for Janus Risk-Managed Stock Fund
dated July 1, 2004, as amended January 1, 2006, is
incorporated herein by reference to Exhibit 4(aaaaa) to
Post-Effective Amendment No. 117, filed on February 27, 2006
(File No. 2-34393).

(bbbbb) Form of Amendment to Investment Advisory Agreement for Janus
Risk-Managed Stock Fund is incorporated herein by reference
to Exhibit 4(bbbbb) to Post-Effective Amendment No. 117,
filed on February 27, 2006 (File No. 2-34393).

(ccccc) Form of Amendment to Sub-Advisory Agreement for Janus
Risk-Managed Stock Fund is incorporated herein by reference
to Exhibit 4(ccccc) to Post-Effective Amendment No. 117,
filed on February 27, 2006 (File No. 2-34393).

(ddddd) Amendment to Investment Advisory Agreement for Janus
Balanced Fund dated June 14, 2006 is incorporated herein by
reference to Exhibit 4(ddddd) to Post-Effective Amendment
No. 119, filed on December 19, 2006 (File No. 2-34393).

(eeeee) Amendment to Investment Advisory Agreement for Janus
Contrarian Fund dated June 14, 2006 is incorporated herein
by reference to Exhibit 4(eeeee) to Post-Effective Amendment
No. 119, filed on December 19, 2006 (File No. 2-34393).

(fffff) Amendment to Investment Advisory Agreement for Janus Core
Equity Fund dated June 14, 2006 is incorporated herein by
reference to Exhibit 4(fffff) to Post-Effective Amendment
No. 119, filed on December 19, 2006 (File No. 2-34393).

(ggggg) Amendment to Investment Advisory Agreement for Janus
Enterprise Fund dated June 14, 2006 is incorporated herein
by reference to Exhibit 4(ggggg) to Post-Effective Amendment
No. 119, filed on December 19, 2006 (File No. 2-34393).

(hhhhh) Amendment to Investment Advisory Agreement for Janus Federal
Tax-Exempt Fund dated June 14, 2006 is incorporated herein
by reference to Exhibit 4(hhhhh) to Post-Effective Amendment
No. 119, filed on December 19, 2006 (File No. 2-34393).

(iiiii) Amendment to Investment Advisory Agreement for Janus
Flexible Bond Fund dated June 14, 2006 is incorporated
herein by reference to Exhibit 4(iiiii) to Post-Effective
Amendment No. 119, filed on December 19, 2006 (File No.
2-34393).

(jjjjj) Amendment to Investment Advisory Agreement for Janus Fund
dated June 14, 2006 is incorporated herein by reference to
Exhibit 4(jjjjj) to Post-Effective Amendment No. 119, filed
on December 19, 2006 (File No. 2-34393).

(kkkkk) Amendment to Investment Advisory Agreement for Janus Global
Life Sciences Fund dated June 14, 2006 is incorporated
herein by reference to Exhibit 4(kkkkk) to Post-Effective
Amendment No. 119, filed on December 19, 2006 (File No.
2-34393).

(lllll) Amendment to Investment Advisory Agreement for Janus Global
Opportunities Fund dated June 14, 2006 is incorporated
herein by reference to Exhibit 4(lllll) to Post-Effective
Amendment No. 119, filed on December 19, 2006 (File No.
2-34393).

(mmmmm) Amendment to Investment Advisory Agreement for Janus Global
Technology Fund dated June 14, 2006 is incorporated herein
by reference to Exhibit 4(mmmmm) to Post-Effective Amendment
No. 119, filed on December 19, 2006 (File No. 2-34393).

(nnnnn) Amendment to Investment Advisory Agreement for Janus Growth
and Income Fund dated June 14, 2006 is incorporated herein
by reference to Exhibit 4(nnnnn) to Post-Effective Amendment
No. 119, filed on December 19, 2006 (File No. 2-34393).

(ooooo) Amendment to Investment Advisory Agreement for Janus
High-Yield Fund dated June 14, 2006 is incorporated herein
by reference to Exhibit 4(ooooo) to Post-Effective Amendment
No. 119, filed on December 19, 2006 (File No. 2-34393).

(ppppp) Amendment to Investment Advisory Agreement for Janus Mercury
Fund dated June 14, 2006 is incorporated herein by reference
to Exhibit 4(ppppp) to Post-Effective Amendment No. 119,
filed on December 19, 2006 (File No. 2-34393).

(qqqqq) Amendment to Investment Advisory Agreement for Janus Mid Cap
Value Fund dated June 14, 2006 is incorporated herein by
reference to Exhibit 4(qqqqq) to Post-Effective Amendment
No. 119, filed on December 19, 2006 (File No. 2-34393).

(rrrrr) Amendment to Investment Advisory Agreement for Janus Orion
Fund dated June 14, 2006 is incorporated herein by reference
to Exhibit 4(rrrrr) to Post-Effective Amendment No. 119,
filed on December 19, 2006 (File No. 2-34393).

(sssss) Amendment to Investment Advisory Agreement for Janus
Overseas Fund dated June 14, 2006 is incorporated herein by
reference to Exhibit 4(sssss) to Post-Effective Amendment
No. 119, filed on December 19, 2006 (File No. 2-34393).

(ttttt) Amendment to Investment Advisory Agreement for Janus
Research Fund dated June 14, 2006 is incorporated herein by
reference to Exhibit 4(ttttt) to Post-Effective Amendment
No. 119, filed on December 19, 2006 (File No. 2-34393).

(uuuuu) Amendment to Investment Advisory Agreement for INTECH
Risk-Managed Stock Fund dated June 14, 2006 is incorporated
herein by reference to Exhibit 4(uuuuu) to Post-Effective
Amendment No. 119, filed on December 19, 2006 (File No.
2-34393).

(vvvvv) Amendment to Investment Advisory Agreement for Janus
Short-Term Bond Fund dated June 14, 2006 is incorporated
herein by reference to Exhibit 4(vvvvv) to Post-Effective
Amendment No. 119, filed on December 19, 2006 (File No.
2-34393).

(wwwww) Amendment to Investment Advisory Agreement for Janus Small
Cap Value Fund dated June 14, 2006 is incorporated herein by
reference to Exhibit 4(wwwww) to Post-Effective Amendment
No. 119, filed on December 19, 2006 (File No. 2-34393).

(xxxxx) Amendment to Investment Advisory Agreement for Janus Smart
Portfolio - Conservative dated June 14, 2006 is incorporated
herein by reference to Exhibit 4(xxxxx) to Post-Effective
Amendment No. 119, filed on December 19, 2006 (File No.
2-34393).

(yyyyy) Amendment to Investment Advisory Agreement for Janus Smart
Portfolio - Growth dated June 14, 2006 is incorporated
herein by reference to Exhibit 4(yyyyy) to Post-Effective
Amendment No. 119, filed on December 19, 2006 (File No.
2-34393).

(zzzzz) Amendment to Investment Advisory Agreement for Janus Smart
Portfolio - Moderate dated June 14, 2006 is incorporated
herein by reference to Exhibit 4(zzzzz) to Post-Effective
Amendment No. 119, filed on December 19, 2006 (File No.
2-34393).

(aaaaaa) Amendment to Investment Advisory Agreement for Janus Triton
Fund dated June 14, 2006 is incorporated herein by reference
to Exhibit 4(aaaaaa) to Post-Effective Amendment No. 119,
filed on December 19, 2006 (File No. 2-34393).

(bbbbbb) Amendment to Investment Advisory Agreement for Janus Twenty
Fund dated June 14, 2006 is incorporated herein by reference
to Exhibit 4(bbbbbb) to Post-Effective Amendment No. 119,
filed on December 19, 2006 (File No. 2-34393).

(cccccc) Amendment to Investment Advisory Agreement for Janus Venture
Fund dated June 14, 2006 is incorporated herein by reference
to Exhibit 4(cccccc) to Post-Effective Amendment No. 119,
filed on December 19, 2006 (File No. 2-34393).

(dddddd) Amendment to Investment Advisory Agreement for Janus
Worldwide Fund dated June 14, 2006 is incorporated herein by
reference to Exhibit 4(dddddd) to Post-Effective Amendment
No. 119, filed on December 19, 2006 (File No. 2-34393).

(eeeeee) Amendment to Sub-Advisory Agreement for Janus Mid Cap Value
Fund dated June 14, 2006 is incorporated herein by reference
to Exhibit 4(eeeeee) to Post-Effective Amendment No. 119,
filed on December 19, 2006 (File No. 2-34393).

(ffffff) Amendment to Sub-Advisory Agreement for Janus Small Cap
Value Fund dated June 14, 2006 is incorporated herein by
reference to Exhibit 4(ffffff) to Post-Effective Amendment
No. 119, filed on December 19, 2006 (File No. 2-34393).

(gggggg) Amendment to Investment Advisory Agreement for Janus Core
Equity Fund dated June 30, 2006 is incorporated herein by
reference to Exhibit 4(gggggg) to Post-Effective Amendment
No. 119, filed on December 19, 2006 (File No. 2-34393).

(hhhhhh) Form of Agreement and Plan of Reorganization is incorporated
herein by reference to Exhibit 4 to N-14/A Pre-Effective
Amendment No. 1, filed on August 8, 2006 (File No. 2-34393).

(iiiiii) Amendment to Investment Advisory Agreement for Janus Mercury
Fund dated December 31, 2006 is incorporated herein by
reference to Exhibit 4(iiiiii) to Post-Effective Amendment
No. 120, filed on February 28, 2007 (File No. 2-34393).

(jjjjjj) Amendment to Investment Advisory Agreement for Janus
Research Fund dated December 31, 2006 is incorporated herein
by

reference to Exhibit 4(jjjjjj) to Post-Effective Amendment
No. 120, filed on February 28, 2007 (File No. 2-34393).

(kkkkkk) Amendment to Sub-Advisory Agreement for INTECH Risk-Managed
Stock Fund dated January 1, 2008 is incorporated herein by
reference to Exhibit 4(kkkkkk) to Post-Effective Amendment
No. 122, filed on February 28, 2008 (File No. 2-34393).

(llllll) Amended and Restated Investment Advisory Agreement for
Perkins Mid Cap Value Fund dated December 31, 2008 is
incorporated herein by reference to Exhibit 4(llllll) to
Post-Effective Amendment No. 123, filed on February 27, 2009
(File No. 2-34393).

(mmmmmm) Amended and Restated Investment Advisory Agreement for
Perkins Small Cap Value Fund dated December 31, 2008 is
incorporated herein by reference to Exhibit 4(mmmmmm) to
Post-Effective Amendment No. 123, filed on February 27, 2009
(File No. 2-34393).

(nnnnnn) Sub-Advisory Agreement for Perkins Mid Cap Value Fund dated
December 31, 2008 is incorporated herein by reference to
Exhibit 4(nnnnnn) to Post-Effective Amendment No. 123, filed
on February 27, 2009 (File No. 2-34393).

(oooooo) Sub-Advisory Agreement for Perkins Small Cap Value Fund
dated December 31, 2008 is incorporated herein by reference
to Exhibit 4(oooooo) to Post-Effective Amendment No. 123,
filed on February 27, 2009 (File No. 2-34393).

(pppppp) Form of Investment Advisory Agreement is incorporated herein
by reference to Exhibit 6(pppppp) to Form N-14, filed on
March 17, 2009 (File No. 333-158025).

Exhibit 7 (a) Distribution Agreement between Janus Investment Fund and
Janus Distributors LLC, dated June 18, 2002, is incorporated
herein by reference to Exhibit 5(b) to Post-Effective
Amendment No. 105, filed on December 13, 2002 (File No.
2-34393).

(b) Amendment to Amended and Restated Distribution Agreement
between Janus Investment Fund and Janus Distributors LLC,
dated June 14, 2006, is incorporated herein by reference to
Exhibit 5(c) to Post-Effective Amendment No. 119, filed on
December 19, 2006 (File No. 2-34393).

between Janus Investment Fund and Janus Distributors LLC,
dated January 1, 2008, is incorporated herein by reference
to Exhibit 5(d) to Post-Effective Amendment No. 122, filed
on February 28, 2008 (File No. 2-34393).

Exhibit 8 Not Applicable.

Exhibit 9 (a) Global Custody Services Agreement between Janus Investment
Fund, on behalf of Janus Money Market Fund, Janus Government
Money Market Fund and Janus Tax-Exempt Money Market Fund,
and Citibank, N.A. dated March 15, 1999 is incorporated
herein by reference to Exhibit 7(q) to Post-Effective
Amendment No. 88, filed on November 15, 1999 (File No.
2-34393).

(b) Foreign Custody Manager Addendum to Global Custodial
Services Agreement dated December 5, 2000 is incorporated
herein by reference to Exhibit 7(v) to Post-Effective
Amendment No. 96, filed on December 18, 2000 (File No.
2-34393).

(c) Form of Letter Agreement regarding Citibank, N.A. Custodian
Contract is incorporated herein by reference to Exhibit
7(cc) to Post-Effective Amendment No. 104, filed on February
28, 2002 (File No. 2-34393).

(d) Form of Amendment to Subcustodian Contract between Citibank,
N.A. and State Street Bank and Trust Company is incorporated
herein by reference to Exhibit 7(dd) to Post-Effective
Amendment No. 104, filed on February 28, 2002 (File No.
2-34393).

(e) Amendment to Global Custodial Services Agreement dated
January 14, 2005, between Janus Investment Fund, on behalf
of Janus Money Market Fund, Janus Government Money Market
Fund and Janus Tax-Exempt Money Market Fund, and Citibank,
N.A. is incorporated herein by reference to Exhibit 7(jj) to
Post-Effective Amendment No. 113, filed on February 24, 2005
(File No. 2-34393).

(f) Amended and Restated Custodian Contract dated August 1,
2005, between Janus Investment Fund and State Street Bank
and Trust Company is incorporated herein by reference to
Exhibit 7(mm) to Post-Effective Amendment No. 114, filed on
October 14, 2005 (File No. 2-34393).

(g) Form of Letter Agreement in regards to Janus Smart Portfolio
- Growth, Janus Smart Portfolio - Moderate and Janus Smart
Portfolio - Conservative, with State Street Bank and Trust

Company is incorporated herein by reference to Exhibit 7(nn)
to Post-Effective Amendment No. 114, filed on October 14,
2005 (File No. 2-34393).

(h) Form of Letter Agreement with State Street Bank and Trust
Company regarding Janus Risk-Managed Stock Fund is
incorporated herein by reference to Exhibit 7(oo) to
Post-Effective Amendment No. 117, filed on February 27, 2006
(File No. 2-34393).

(i) Letter Agreement in regards to Janus Core Equity Fund, with
State Street Bank and Trust Company is incorporated herein
by reference to Exhibit 7(pp) to Post-Effective Amendment
No. 119, filed on December 19, 2006 (File No. 2-34393).

Exhibit 10 (a) Form of plan for Janus Money Market Fund, Janus Government
Money Market Fund and Janus Tax-Exempt Money Market Fund
pursuant to Rule 18f-3 setting forth the separate
arrangement and expense allocation of each class of such
Funds filed as Exhibit 18 to Post-Effective Amendment No.
66, filed on April 13, 1995 (File No. 2-34393), has been
withdrawn.

(b) Restated form of Rule 18f-3 Plan for Janus Money Market
Fund, Janus Government Money Market Fund and Janus
Tax-Exempt Money Market Fund is incorporated herein by
reference to Exhibit 18(b) to Post-Effective Amendment No.
69, filed on September 28, 1995 (File No. 2-34393).

(c) Amended and Restated form of Rule 18f-3 Plan for Janus Money
Market Fund, Janus Government Money Market Fund, and Janus
Tax-Exempt Money Market Fund is incorporated herein by
reference to Exhibit 18(c) to Post-Effective Amendment No.
78, filed on December 16, 1996 (File No. 2-34393).

(d) Form of Amended and Restated Rule 18f-3 Plan for Janus Money
Market Fund, Janus Government Money Market Fund, and Janus
Tax-Exempt Money Market Fund dated June 12, 2001 is
incorporated herein by reference to Exhibit 14(d) to
Post-Effective Amendment No. 99, filed on June 1, 2001 (File
No. 2-34393).

(e) Rule 18f-3 Plan for Janus Investment Fund with respect to
Janus Mid Cap Value Fund and Janus Small Cap Value Fund is
incorporated herein by reference to Exhibit 14(e) to
Post-Effective Amendment No. 106, filed on January 3, 2003
(File No. 2-34393).

(f) Form of Amended Rule 18f-3 Plan is incorporated herein by

reference to Exhibit 10(f) to Form N-14, filed on March 17,
2009 (File No. 333-158025).

(g) Form of Distribution and Shareholder Servicing Plan for
Class A Shares is filed herein as Exhibit 10(g).

(h) Form of Distribution and Shareholder Servicing Plan for
Class C Shares is filed herein as Exhibit 10(h).

(i) Form of Distribution and Shareholder Servicing Plan for
Class R Shares is filed herein as Exhibit 10(i).

(j) Form of Distribution and Shareholder Servicing Plan for
Class S Shares is filed herein as Exhibit 10(j).

Exhibit 11 Form of Opinion and Consent of Counsel as to legality of
shares being registered is filed herein as Exhibit 11.

Exhibit 12 Form of Tax Opinion of Dechert LLP, counsel for the
Registrant, is filed herein as Exhibit 12.

Exhibit 13 (a) Form of Administration Agreement with Janus Capital
Corporation for Janus Money Market Fund, Janus Government
Money Market Fund and Janus Tax-Exempt Money Market Fund is
incorporated herein by reference to Exhibit 9(c) to
Post-Effective Amendment No. 81, filed on June 26, 1997
(File No. 2-34393).

(b) Form of Amended Administration Agreement with Janus Capital
Corporation for Janus Money Market Fund, Janus Government
Money Market Fund, and Janus Tax-Exempt Money Market Fund is
incorporated by reference to Exhibit 9(h) to Post-Effective
Amendment No. 77, filed on November 21, 1996 (File No.
2-34393).

(c) Amended and Restated Transfer Agency Agreement dated June
18, 2002, between Janus Investment Fund and Janus Services
LLC is incorporated herein by reference to Exhibit 8(u) to
Post-Effective Amendment No. 105, filed on December 13, 2002
(File No. 2-34393).

(d) Form of Letter Agreement regarding Janus Services LLC
Transfer Agency Agreement is incorporated herein by
reference to Exhibit 8(v) to Post-Effective Amendment No.
105, filed on December 13, 2002 (File No. 2-34393).

(e) Form of Letter Agreement regarding Janus Services LLC
Transfer Agency Agreement is incorporated herein by
reference to Exhibit 8(w) to Post-Effective Amendment No.
106, filed on January 3, 2003 (File No. 2-34393).

(f) Form of Agreement regarding Administrative Services between
Janus Capital Management LLC and Janus Investment Fund with
respect to Janus Mid Cap Value Fund is incorporated herein
by reference to Exhibit 8(z) to Post-Effective Amendment No.
106, filed on January 3, 2003 (File No. 2-34393).

(g) Form of Agreement regarding Administrative Services between
Janus Capital Management LLC and Janus Investment Fund with
respect to Janus Small Cap Value Fund is incorporated herein
by reference to Exhibit 8(aa) to Post-Effective Amendment
No. 106, filed on January 3, 2003 (File No. 2-34393).

(h) Letter Agreement dated September 17, 2003 regarding Janus
Services LLC Amended and Restated Transfer Agency Agreement
and Janus Overseas Fund is incorporated herein by reference
to Exhibit 8(bb) to Post-Effective Amendment No. 110, filed
on December 23, 2003 (File No. 2-34393).

(i) Expense Limitation Agreement between Janus Capital
Management LLC and Janus Flexible Income Fund dated July 1,
2003 is incorporated herein by reference to Exhibit 8(dd) to
Post-Effective Amendment No. 110, filed on December 23, 2003
(File No. 2-34393).

(j) Expense Limitation Agreement between Janus Capital
Management LLC and Janus Government Money Market Fund dated
July 1, 2003 is incorporated herein by reference to Exhibit
8(ee) to Post-Effective Amendment No. 110, filed on December
23, 2003 (File No. 2-34393).

(k) Expense Limitation Agreement between Janus Capital
Management LLC and Janus High-Yield Fund dated July 1, 2003
is incorporated herein by reference to Exhibit 8(ff) to
Post-Effective Amendment No. 110, filed on December 23, 2003
(File No. 2-34393).

(l) Expense Limitation Agreement between Janus Capital
Management LLC and Janus Money Market Fund dated July 1,
2003 is incorporated herein by reference to Exhibit 8(hh) to
Post-Effective Amendment No. 110, filed on December 23, 2003
(File No. 2-34393).

(m) Expense Limitation Agreement between Janus Capital
Management LLC and Janus Short-Term Bond Fund dated July 1,
2003 is incorporated herein by reference to Exhibit 8(ii) to
Post-Effective Amendment No. 110, filed on December 23, 2003
(File No. 2-34393).

(n) Expense Limitation Agreement between Janus Capital
Management LLC and Janus Flexible Income Fund dated July 1,
2004 is incorporated herein by reference to Exhibit 8(mm) to
Post-Effective Amendment No. 112, filed on December 10, 2004
(File No. 2-34393).

(o) Expense Limitation Agreement between Janus Capital
Management LLC and Janus Government Money Market Fund dated
July 1, 2004 is incorporated herein by reference to Exhibit
8(nn) to Post-Effective Amendment No. 112, filed on December
10, 2004 (File No. 2-34393).

(p) Expense Limitation Agreement between Janus Capital
Management LLC and Janus High-Yield Fund dated July 1, 2004
is incorporated herein by reference to Exhibit 8(oo) to
Post-Effective Amendment No. 112, filed on December 10, 2004
(File No. 2-34393).

(q) Expense Limitation Agreement between Janus Capital
Management LLC and Janus Money Market Fund dated July 1,
2004 is incorporated herein by reference to Exhibit 8(pp) to
Post-Effective Amendment No. 112, filed on December 10, 2004
(File No. 2-34393).

(r) Expense Limitation Agreement between Janus Capital
Management LLC and Janus Short-Term Bond Fund dated July 1,
2004 is incorporated herein by reference to Exhibit 8(qq) to
Post-Effective Amendment No. 112, filed on December 10, 2004
(File No. 2-34393).

(s) Expense Limitation Agreement between Janus Capital
Management LLC and Janus Explorer Fund dated December 2,
2004 is incorporated herein by reference to Exhibit 8(ss) to
Post-Effective Amendment No. 112, filed on December 10, 2004
(File No. 2-34393).

(t) Expense Limitation Agreement between Janus Capital
Management LLC and Janus Research Fund dated December 2,
2004 is incorporated herein by reference to Exhibit 8(tt) to
Post-

Effective Amendment No. 112, filed on December 10, 2004
(File No. 2-34393).

(u) Form of Letter Agreement regarding Janus Services LLC
Amended and Restated Transfer Agency Agreement is
incorporated herein by reference to Exhibit 8(uu) to
Post-Effective Amendment No. 112, filed on December 10, 2004
(File No. 2-34393).

(v) Letter Agreement between Janus Capital Management LLC and
Janus Investment Fund regarding Janus Explorer Fund is
incorporated herein by reference to Exhibit 8(vv) to
Post-Effective Amendment No. 113, filed on February 24, 2005
(File No. 2-34393).

(w) Letter Agreement regarding Janus Services LLC Amended and
Restated Transfer Agency Agreement is incorporated herein by
reference to Exhibit 8(ww) to Post-Effective Amendment No.
113, filed on February 24, 2005 (File No. 2-34393).

(xxx) Letter Agreement dated February 9, 2005, regarding Janus
Services LLC Amended and Restated Transfer Agency Agreement
is incorporated herein by reference to Exhibit 8(xx) to
Post-Effective Amendment No. 114, filed on October 14, 2005
(File No. 2-34393).

(y) Letter Agreement between Janus Capital Management LLC and
Janus Investment Fund regarding Janus Flexible Income Fund
is incorporated herein by reference to Exhibit 8(yy) to
Post-Effective Amendment No. 114, filed on October 14, 2005
(File No. 2-34393).

(z) Expense Limitation Agreement between Janus Capital
Management LLC and Janus Flexible Bond Fund dated July 1,
2005 is incorporated herein by reference to Exhibit 8(aaa)
to Post-Effective Amendment No. 114, filed on October 14,
2005 (File No. 2-34393).

(aa) Expense Limitation Agreement between Janus Capital
Management LLC and Janus High-Yield Fund dated July 1, 2005
is incorporated herein by reference to Exhibit 8(bbb) to
Post-Effective Amendment No. 114, filed on October 14, 2005
(File No. 2-34393).

(bb) Expense Limitation Agreement between Janus Capital
Management LLC and Janus Short-Term Bond Fund dated July 1,

2005 is incorporated herein by reference to Exhibit 8(ccc)
to Post-Effective Amendment No. 114, filed on October 14,
2005 (File No. 2-34393).

(cc) Expense Limitation Agreement between Janus Capital
Management LLC and Janus Research Fund dated July 1, 2005 is
incorporated herein by reference to Exhibit 8(ddd) to
Post-Effective Amendment No. 114, filed on October 14, 2005
(File No. 2-34393).

(dd) Expense Limitation Agreement between Janus Capital
Management LLC and Janus Triton Fund dated July 1, 2005 is
incorporated herein by reference to Exhibit 8(eee) to
Post-Effective Amendment No. 114, filed on October 14, 2005
(File No. 2-34393).

(ee) Form of Administration Agreement between Janus Investment
Fund, on behalf of Janus Smart Portfolio - Growth, Janus
Smart Portfolio - Moderate and Janus Smart Portfolio -
Conservative, and Janus Capital Management LLC is
incorporated herein by reference to Exhibit 8(fff) to
Post-Effective Amendment No. 114, filed on October 14, 2005
(File No. 2-34393).

(ff) Form of Letter Agreement regarding Janus Services LLC
Amended and Restated Transfer Agency is incorporated herein
by reference to Exhibit 8(ggg) to Post-Effective Amendment
No. 114, filed on October 14, 2005 (File No. 2-34393).

(gg) Form of Expense Limitation Agreement between Janus Capital
Management LLC and Janus Investment Fund, on behalf of Janus
Smart Portfolio-Growth is incorporated herein by reference
to Exhibit 8(hhh) to Post-Effective Amendment No. 116, filed
on December 30, 2005 (File No. 2-34393).

(hh) Form of Expense Limitation Agreement between Janus Capital
Management LLC and Janus Investment Fund, on behalf of Janus
Smart Portfolio-Moderate is incorporated herein by reference
to Exhibit 8(iii) to Post-Effective Amendment No. 116, filed
on December 30, 2005 (File No. 2-34393).

(ii) Form of Expense Limitation Agreement between Janus Capital
Management LLC and Janus Investment Fund, on behalf of Janus
Smart Portfolio-Conservative is incorporated herein by
reference to Exhibit 8(jjj) to Post-Effective Amendment No.
116, filed on December 30, 2005 (File No. 2-34393).

(jj) Form of Letter Agreement regarding Amended and Restated
Transfer Agency Agreement is incorporated herein by
reference to Exhibit 8(kkk) to Post-Effective Amendment No.
117, filed on February 27, 2006 (File No. 2-34393).

(kk) Letter Agreement dated April 18, 2006 regarding Janus
Services LLC Amended and Restated Transfer Agency Agreement
is incorporated herein by reference to Exhibit 8(lll) to
Post-Effective Amendment No. 119, filed on December 19, 2006
(File No. 2-34393).

(ll) Amendment dated June 14, 2006 to Administration Agreement
between Janus Investment Fund, on behalf of Janus Government
Money Market Fund, and Janus Capital Management LLC is
incorporated herein by reference to Exhibit 8(mmm) to
Post-Effective Amendment No. 119, filed on December 19, 2006
(File No. 2-34393).

(mm) Amendment dated June 14, 2006 to Administration Agreement
between Janus Investment Fund, on behalf of Janus Money
Market Fund, and Janus Capital Management LLC is
incorporated herein by reference to Exhibit 8(ooo) to
Post-Effective Amendment No. 119, filed on December 19, 2006
(File No. 2-34393).

(nn) Amendment dated June 14, 2006 to Administration Agreement
between Janus Investment Fund, on behalf of Janus Smart
Portfolio - Growth, Janus Smart Portfolio - Moderate, Janus
Smart Portfolio - Conservative, and Janus Capital Management
LLC is incorporated herein by reference to Exhibit 8(ppp) to
Post-Effective Amendment No. 119, filed on December 19, 2006
(File No. 2-34393).

(oo) Expense Limitation Agreement between Janus Capital
Management LLC and Janus Investment Fund, on behalf of Janus
Worldwide Fund, is incorporated herein by reference to
Exhibit 8(rrr) to Post-Effective Amendment No. 119, filed on
December 19, 2006 (File No. 2-34393).

(pp) Letter Agreement dated November 1, 2006 regarding Janus
Services LLC Amended and Restated Transfer Agency Agreement
is incorporated herein by reference to Exhibit 8(sss) to
Post-Effective Amendment No. 119, filed on December 19, 2006
(File No. 2-34393).

(qq) Letter Agreement dated December 14, 2006 regarding Janus
Services LLC Amended and Restated Transfer Agency Agreement

is incorporated herein by reference to Exhibit 8(ttt) to
Post-Effective Amendment No. 119, filed on December 19, 2006
(File No. 2-34393).

(rr) Letter Agreement dated December 20, 2006 regarding Janus
Services LLC Amended and Restated Transfer Agency Agreement
is incorporated herein by reference to Exhibit 8(uuu) to
Post-Effective Amendment No. 120, filed on February 28, 2007
(File No. 2-34393).

(ss) Letter Agreement dated February 23, 2007 regarding Janus
Services LLC Amended and Restated Transfer Agency Agreement
is incorporated herein by reference to Exhibit 8(xxx) to
Post-Effective Amendment No. 120, filed on February 28, 2007
(File No. 2-34393).

(tt) First Amendment dated December 14, 2007 to the Amended and
Restated Transfer Agency Agreement, between Janus Investment
Fund and Janus Services LLC is incorporated herein by
reference to Exhibit 8(yyy) to Post-Effective Amendment No.
122, filed on February 28, 2008 (File No. 2-34393).

(uu) Letter Agreement dated December 21, 2007 regarding Janus
Services LLC Amended and Restated Transfer Agency Agreement
is incorporated herein by reference to Exhibit 8(zzz) to
Post-Effective Amendment No. 122, filed on February 28, 2008
(File No. 2-34393).

(vv) Letter Agreement dated February 26, 2008 regarding Janus
Services LLC Amended and Restated Transfer Agency Agreement
is incorporated herein by reference to Exhibit 8(aaaa) to
Post-Effective Amendment No. 122, filed on February 28, 2008
(File No. 2-34393).

(ww) Letter Agreement dated August 29, 2008 regarding Janus
Services LLC Amended and Restated Transfer Agency Agreement
is incorporated herein by reference to Exhibit 8(bbbb) to
Post-Effective Amendment No. 123, filed on February 27, 2009
(File No. 2-34393).

(xx) Second Amendment dated October 2, 2008 to the Amended and
Restated Transfer Agency Agreement, between Janus Investment
Fund and Janus Services LLC is incorporated herein by
reference to Exhibit 8(cccc) to Post-Effective Amendment No.
123, filed on February 27, 2009 (File No. 2-34393).

(yy) Letter Agreement dated October 2, 2008 regarding Janus
Services LLC Amended and Restated Transfer Agency Agreement
is incorporated herein by reference to Exhibit 8(dddd) to
Post-Effective Amendment No. 123, filed on February 27, 2009
(File No. 2-34393).

(zz) Letter Agreement dated December 29, 2008 regarding Janus
Services LLC Amended and Restated Transfer Agency Agreement
is incorporated herein by reference to Exhibit 8(eeee) to
Post-Effective Amendment No. 123, filed on February 27, 2009
(File No. 2-34393).

(aaa) Form of Expense Limitation Agreement between Janus Capital
Management LLC and Janus Investment Fund is filed herein as
Exhibit 13(aaa).

Exhibit 14 Consent of PricewaterhouseCoopers LLP is filed herein as
Exhibit 14.

Exhibit 15 Not applicable.

Exhibit 16 Powers of Attorney dated as of April 11, 2008, are
incorporated herein by reference to Exhibit 15(c) to
Post-Effective Amendment No. 123, filed on February 27, 2009
(File No. 2-34393).

Exhibit 17 Janus Ethics Rules, revised February 18, 2009, are
incorporated herein by reference to Exhibit 16(x) to
Post-Effective Amendment No. 123, filed on February 27, 2009
(File No. 2-34393).

ITEM 17. Undertakings

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

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

SIGNATURES

As required by the Securities Act of 1933, as amended, the Registrant has
duly caused this Registration Statement on Form N-14 to be signed on its behalf
by the undersigned, thereto duly authorized, in the City of Denver, and State of
Colorado, on the 7th day of May, 2009.

JANUS INVESTMENT FUND

By: /s/ Robin C. Beery
------------------------------------
Robin C. Beery, President and
Chief Executive Officer

As required by the Securities Act of 1933, as amended, this Registration
Statement on Form N-14 has been signed below by the following persons in the
capacities and on the dates indicated.

Signature Title Date
------------------------------------- -------------------------------- -----------

/s/ Robin C. Beery President and Chief May 7, 2009
------------------------------------- Executive Officer (Principal
Robin C. Beery Executive Officer)

Jesper Nergaard Vice President, Chief May 7, 2009
------------------------------------- Financial Officer, Treasurer and
/s/ Jesper Nergaard Principal Accounting Officer
(Principal Financial Officer and
Principal Accounting Officer)

William F. McCalpin* Chairman and Trustee May 7, 2009
-------------------------------------
William F. McCalpin

Jerome S. Contro* Trustee May 7, 2009
-------------------------------------
Jerome S. Contro

John W. McCarter, Jr.* Trustee May 7, 2009
-------------------------------------
John W. McCarter, Jr.

Dennis B. Mullen* Trustee May 7, 2009
-------------------------------------
Dennis B. Mullen

Signature Title Date
------------------------------------- -------------------------------- -----------

James T. Rothe* Trustee May 7, 2009
-------------------------------------
James T. Rothe

William D. Stewart* Trustee May 7, 2009
-------------------------------------
William D. Stewart

Martin H. Waldinger* Trustee May 7, 2009
-------------------------------------
Martin H. Waldinger

Linda S. Wolf* Trustee May 7, 2009
-------------------------------------
Linda S. Wolf

/s/ Stephanie Grauerholz-Lofton
-------------------------------------
*By: Stephanie Grauerholz-Lofton
Attorney-in-Fact

Pursuant to Powers of Attorney dated April 11, 2008, incorporated by reference
to Exhibit 15(c) to Post-Effective Amendment No. 123, filed on February 27, 2009
(File No. 2-34393).

INDEX OF EXHIBITS

Exhibit Number Exhibit Title
-------------- -------------

Exhibit 4(b) Form of Agreement and Plan of Reorganization among Janus
Adviser Series (on behalf of Janus Adviser Perkins Small
Company Value Fund), Janus Investment Fund (on behalf of
Perkins Small Cap Value Fund) and Janus Capital Management LLC
(included as Appendix A to the Prospectus/Information
Statement of this Registration Statement).

Exhibit 10(g) Form of Distribution and Shareholder Servicing Plan for Class
A Shares.

Exhibit 10(h) Form of Distribution and Shareholder Servicing Plan for Class
C Shares.

Exhibit 10(i) Form of Distribution and Shareholder Servicing Plan for Class
R Shares.

Exhibit 10(j) Form of Distribution and Shareholder Servicing Plan for Class
S Shares.

Exhibit 11 Form of Opinion and Consent of Counsel as to legality of
shares being registered.

Exhibit 12 Form of Tax Opinion of Dechert LLP, counsel for the Registrant

Exhibit 13(aaa) Form of Expense Limitation Agreement between Janus Capital
Management LLC and Janus Investment Fund.

Exhibit 14 Consent of PricewaterhouseCoopers LLP.