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

REGISTRATION NO. 333-158030

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

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 ORION FUND
(JANUS LOGO)

May 11, 2009

Dear Shareholder:

The Board of Trustees for Janus Adviser Orion Fund ("JAD Orion Fund"), a
series of Janus Adviser Series ("JAD Trust"), recently authorized Janus Capital
Management LLC ("Janus Capital") to reorganize JAD Orion Fund with and into
Janus Orion Fund ("JIF Orion Fund," and together with JAD Orion 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 JIF Orion Fund approximately equivalent in dollar value to your shares
in JAD Orion 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 JIF Orion Fund, which has the same investment
objective, strategies, policies and risks as JAD Orion Fund, and both Funds are
managed by the same portfolio manager.

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 JAD Orion Fund into JIF
Orion 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:

- 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;

- 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; 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.

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.

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................................................ 4
Investment Objectives, Strategies, Restrictions and
Risks.............................................. 8
Comparison of Fees and Expenses....................... 19
Comparison of Fund Performance........................ 25
Distribution and Purchase Procedures, Exchange Rights,
and Redemption Procedures.......................... 28
Calculation of Net Asset Value........................ 28
Dividends and Distributions........................... 28
Frequent Purchases and Redemptions.................... 29
Taxes................................................. 29
Distribution Arrangements............................. 29
THE REORGANIZATION...................................... 29
The Plan.............................................. 29
Reasons for the Reorganization........................ 30
Federal Income Tax Consequences....................... 32
Capitalization........................................ 34
Other Comparative Information about the Funds......... 35
Investment Adviser................................. 35
Management Expenses................................ 37
Administrative Services Fees....................... 38
Investment Personnel............................... 38
Securities to Be Issued, Key Differences in
Shareholder Rights................................. 39
ADDITIONAL INFORMATION.................................. 42
Share Ownership....................................... 42
Trustees and Officers................................. 44
Independent Registered Public Accounting Firm......... 44
Legal Matters......................................... 44
Information Available Through the SEC................. 44
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 ORION 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

JANUS ORION 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 Orion Fund ("JAD Orion 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 JAD Orion Fund will receive shares
of Janus Orion Fund ("JIF Orion Fund," and together with JAD Orion 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 JAD Orion
Fund will be transferred to JIF Orion Fund, a Fund also managed by Janus Capital
Management LLC ("Janus Capital"), in exchange for shares of beneficial interest
of JIF Orion Fund and the assumption by JIF Orion Fund of all of the liabilities
of JAD Orion Fund, as described more fully below. As a result of the
Reorganization, each shareholder of JAD Orion Fund will receive a number of full
and fractional shares of JIF Orion Fund approximately equal in value to their
holdings in JAD Orion Fund as of the Closing Date. After the Reorganization is
completed, JAD Orion Fund will be liquidated.

JIF Orion Fund is a series of the JIF Trust, an open-end, registered
management investment company organized as a Massachusetts business trust. JAD
Orion Fund is a series of the JAD Trust, an open-end, registered management
investment company organized as a Delaware statutory trust. JAD Orion Fund and
JIF Orion Fund are each classified as a nondiversified series within the meaning
of the Investment Company Act of 1940, as amended (the "1940 Act"). The
investment objective of both JAD Orion Fund and JIF Orion Fund is to seek long-
term growth of capital.

Janus Capital will remain the investment adviser of JIF Orion Fund after
the Reorganization. Janus Capital is responsible for the day-to-day management
of JAD Orion Fund's and JIF Orion Fund's investment portfolios and furnishes
continuous advice and recommendations concerning each Fund's investments. 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
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 JIF Orion Fund, JAD Orion 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 JIF Orion Fund and JAD Orion Fund, see:

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

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

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

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

v. the Statement of Additional Information of JAD Orion Fund, dated
November 28, 2008, as supplemented (File No. 333-33978);

vi. the Annual Report of JAD Orion Fund for the fiscal year ended July 31,
2008 (File No. 811-09885);

vii. the unaudited Semiannual Report of JAD Orion Fund for the fiscal
period ended January 31, 2009 (File No. 811-09885);

viii. the Statement of Additional Information of JIF Orion Fund, dated
February 27, 2009, as supplemented (File No. 002-34393);

ix. the Annual Report of JIF Orion Fund for the fiscal year ended October
31, 2008 (File No. 811-01879); and

x. the unaudited Semiannual Report of JIF Orion 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 JAD Orion Fund and its Annual Report and
Semiannual Report have previously been delivered to JAD Orion 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 JAD Orion Fund
with and into JIF Orion Fund, with JIF Orion Fund being the surviving
entity. JAD Orion Fund is a series of the JAD Trust and JIF Orion Fund is a
series of the JIF Trust. Each Fund is advised by Janus Capital. You are
receiving this Prospectus/Information Statement because you are a
shareholder of JAD Orion Fund and will be impacted by the Reorganization.

Immediately after the Closing Date, JAD Orion Fund investors will own a
number of full and fractional shares of JIF Orion Fund approximately
equivalent in dollar value to their shares in JAD Orion Fund at the time of
the Reorganization. Specifically, all or substantially all of the assets of
JAD Orion Fund will be transferred to JIF Orion Fund solely in exchange for
shares of JIF Orion Fund with a value approximately equal to the value of
JAD Orion Fund's assets net of liabilities, and the assumption by JIF Orion
Fund of all liabilities of JAD Orion Fund. Immediately following the
transfer, the shares of JIF Orion Fund received by JAD Orion Fund will be
distributed pro rata to JAD Orion Fund shareholders of record as of the
Closing Date (on or about July 2, 2009). After the Reorganization is
completed, JAD Orion 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 JAD ORION FUND?

A. The Board of Trustees of the JAD Trust concluded that the Reorganization is
in the best interests of JAD Orion 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.

- JAD Orion Fund has the same investment objective, strategies, policies
and risks as JIF Orion Fund, and the two Funds are managed by the same
portfolio manager.

- The two Funds have similar historical 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).

- Both Funds have the same contractual investment advisory fee rate
(excluding any fee waivers).

- The expense limitation agreements applicable to each Fund which, after
giving effect to fee waivers after the Reorganization, may result in
current JAD Orion Fund shareholders paying the same or 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 JIF Orion Fund to
benefit from using a portion of the realized capital losses generated by
JAD Orion Fund and JIF Orion Fund, as applicable.

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

- JAD Orion 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 JIF Orion Fund will be equal to the
full and fractional value of their JAD Orion 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 long-term growth
of capital. Each Fund has the same investment strategies and risks. Each
Fund pursues its investment objective by normally investing primarily in a
core group of 20-30 domestic and foreign common stocks selected for their
growth potential. The Funds may invest in companies of any size, from
larger, well-established companies to smaller, emerging growth companies.
As of March 31, 2009, the JIF Orion Fund and JAD Orion Fund held stocks of
45 and 46 companies, respectively. Of these

holdings, 15 comprised approximately 78.6% of JIF Orion Fund's holdings,
and 30 comprised approximately 76.7% of JAD Orion Fund's holdings.

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, JIF Orion Fund's net assets were approximately $2.7
billion and JAD Orion Fund's net assets were approximately $41.3 million.
The asset size of each Fund fluctuates on a daily basis and the asset size
of JIF Orion 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 FEE RATE
UNDER THE ADVISORY AGREEMENT?

A. No. The investment advisory fee rate payable under the advisory agreements
for JAD Orion Fund and JIF Orion Fund is currently the same, 0.64% per
annum of average daily net assets.

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 JIF Orion Fund
(following completion of the Reorganization) is lower than the current
expense ratio for JAD Orion Fund. Janus Capital anticipates that over time
the Fund's expense ratio will be equal to or lower than the current expense
ratio of JAD Orion Fund. Following the completion of the Reorganization,
JIF Orion Fund will have a total operating expense limit (0.90%) which is
lower than the current expense limitation of JAD Orion Fund (0.95%).

Pro forma fee, expense, and financial information 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, JAD Orion Fund and/or JIF Orion 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 JAD Orion Fund.

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

A. No. Janus Capital manages both JAD Orion Fund and JIF Orion Fund. 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 JAD Orion 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. 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 JAD Orion 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 JAD Orion Fund will be exchanged for full and fractional shares of JIF
Orion Fund having approximately equal value, without any sales load,
commission or other transactional fee being imposed.

Q. CAN I STILL ADD TO MY EXISTING JAD ORION FUND ACCOUNT UNTIL THE
REORGANIZATION?

A. Yes. JAD Orion 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 JAD Orion Fund prior to the Closing Date to ensure a
smooth transition of shareholder accounts into JIF Orion 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 choose to exchange your shares of JAD Orion 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 growth
of capital and who can tolerate the greater risks associated with common stock
investments. The Funds have the same investment objective, principal investment
strategies and risks, which are discussed in detail below. 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 long-term growth of capital.
Each Fund's Board of Trustees may change this objective or the Fund's principal
investment strategies without a shareholder vote. Each Fund will notify its
shareholders in writing at least 60 days before making any change to the
investment objective or principal investment strategies it considers material.
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 a core
group of 20-30 domestic and foreign common stocks selected for their growth
potential. The Funds may invest in companies of any size, from larger, well-
established companies to smaller, emerging growth companies. As of March 31,
2009, JIF Orion Fund held stocks of 45 companies and JAD Orion Fund held stocks
of 46 companies. Of these holdings, 30 comprised approximately 78.6% of JIF
Orion Fund's holdings and 30 comprised approximately 76.7% of JAD Orion Fund's
holdings. Please refer to "Availability of Portfolio Holdings Information" in
the JAD Orion Fund's Prospectus to learn how to access the most recent holdings
information.

The portfolio manager, who is the same for each Fund, applies a "bottom up"
approach in choosing investments. In other words, the portfolio manager looks at
companies one at a time to determine if a company is an attractive investment
opportunity and if it is consistent with each Fund's investment policies. If the
portfolio manager is unable to find such investments, each Fund's uninvested
assets may be held in cash or similar investments, subject to the Fund's
specific investment policies.

Within the parameters of its specific investment policies, each Fund may
invest in foreign equity and debt securities, which may include investments in
emerging markets.

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. Each Fund may also engage in short sales
of stocks, structured notes or other investments.

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 long-term growth of
capital. The following is a summary of the principal risks associated with such
securities and

investment techniques. Each Fund has the same investment objective, strategies
and policies, so the principal risks are the same 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 invests primarily in common stocks, which tend to be
more volatile than many other investment choices.

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 manager's 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. 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.

GROWTH SECURITIES RISK. Each Fund invests in companies after accessing
their growth potential. Securities of growth companies may be more volatile than
other stocks. If the portfolio manager's perception of a company's growth
potential is not realized, the securities purchased may not perform as expected,
reducing the Fund's return. In addition, because different types of stocks tend
to shift in and out of favor depending on market and economic conditions,
"growth" stocks may perform differently from the market as a whole and other
types of securities.

NON-DIVERSIFICATION RISK. Each Fund is classified as nondiversified under
the Investment Company Act of 1940, as amended. As a result, an increase or
decrease in the value of a single security may have a greater impact on a Fund's
NAV and total return. Being nondiversified may also make the Fund more
susceptible to financial, economic, political, or other developments that may
impact a security. Although each Fund may ordinarily satisfy the requirements
for a diversified fund and has operated as diversified, its nondiversified
classification gives the Fund's portfolio manager more flexibility to hold
larger positions in a smaller number of securities than a fund that is
classified as diversified.

FOREIGN EXPOSURE RISK. Each Fund may have significant exposure to foreign
markets, including emerging markets, which can be more volatile than the U.S.
markets. As a result, a Fund's returns and NAV may be affected to a large degree
by fluctuations in currency exchange rates or political or economic conditions
in a particular country. A market swing in one or more countries or regions
where a Fund has invested a significant amount of its assets may have a greater
effect on the Fund's performance than it would in a more geographically
diversified portfolio. Each Fund's investments in emerging market countries may
involve risks greater than, or in addition to, the risks of investing in more
developed countries.

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?

Unless its investment objective or policies prescribe otherwise, each Fund
may invest substantially all of its assets in common stocks. The portfolio
manager generally takes a "bottom up" approach to selecting companies. This
means that he seeks to identify individual companies with earnings growth
potential that may not be recognized by the market at large. The portfolio
manager makes this assessment by looking at companies one at a time, regardless
of size, country of organization, place of principal business activity, or other
similar selection criteria. Each Fund may sell a holding if, among other things,
the security reaches the portfolio manager's price target, if the company has a
deterioration of fundamentals such as failing to meet key operating benchmarks,
or if the portfolio manager finds a better investment opportunity. Each Fund may
also sell a holding to meet redemptions.

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

Yes. The portfolio manager seeks 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.

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 manages 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. HOW DOES THE NONDIVERSIFIED CLASSIFICATION AFFECT A FUND'S RISK PROFILE?

Diversification is a way to reduce risk by investing in a broad range of
stocks or other securities. A fund that is classified as "nondiversified" has
the ability to take larger positions in a smaller number of issuers than a fund
that is classified as "diversified." This gives a fund which is classified as
nondiversified more flexibility to focus its investments in companies that the
portfolio manager has identified as the most attractive for the investment
objective and strategy of the funds. However, because the appreciation or
depreciation of a single security may have a greater impact on the NAV of a fund
which is classified as nondiversified, its share price can be expected to
fluctuate more than a comparable fund which is classified as diversified. This
fluctuation, if significant, may affect the performance of a Fund.

2. 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. As long as a Fund holds a foreign security, its value
will be affected by the value of the local currency relative to the U.S.
dollar. When a

Fund sells a foreign currency denominated security, its value may be
worth less in U.S. dollars even if the security increases in value in its
home country. U.S. dollar-denominated securities of foreign issuers may
also be affected by currency risk due to the overall impact of exposure
to the issuer's local currency.

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

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

- Foreign Market Risk. Foreign securities markets, particularly those of
emerging market countries, may be less liquid and more volatile than
domestic markets. Certain markets may require payment for securities
before delivery, and delays may be encountered in settling securities
transactions. In some foreign markets, there may not be protection
against failure by other parties to complete transactions. Such factors
may hinder a Fund's ability to buy and sell emerging market securities in
a timely manner, affecting the Fund's investment strategies and
potentially affecting the value of the Fund.

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

3. 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.

4. 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.

5. 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 manager believes that market conditions are unfavorable for profitable
investing, or when he is 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 manager. Changes
are normally made in a Fund's portfolio whenever the portfolio manager believes
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 (35% 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 manager believes 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 manager, 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

The types of expenses currently paid by each class of shares of JAD Orion
Fund are the same types of expenses to be paid by the corresponding share
classes of JIF Orion

Fund. Currently, the Funds have substantially similar investment advisory
agreements and are subject to the same annual advisory fee rate of 0.64% of
average daily net assets.

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 JAD Orion Fund versus JIF Orion Fund, and show the
projected ("pro forma") estimated fees and expenses of JIF Orion Fund, assuming
consummation of the Reorganization as of October 31, 2008. Fees and expenses
shown for JAD Orion 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 JIF Orion 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 JAD Orion Fund and October 31, 2008 for JIF Orion 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 JAD Orion Fund
and those projected for JIF Orion 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 JIF Orion Fund, which may
result in higher costs that over the long-term are anticipated to decline. The
Annual Fund Operating Expenses do not show current expenses for JIF Orion Fund
since the Fund does not currently offer any Class A, Class C, Class I, Class R
and Class S Shares. The pro forma information in the "Annual Fund Operating
Expenses" table below assumes that JIF Orion Fund post-Reorganization has an
annual fixed-rate advisory fee of 0.64% of average daily net assets. 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 JAD Orion
Fund, Janus Capital reduces its investment advisory fee rate paid by JAD Orion
Fund by the amount by which the total annual fund operating expenses allocated
to any class of the Fund exceed 0.95% 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), 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 JIF Orion 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 JIF Orion Fund by the amount, if any, the total annual fund
operating expenses allocated to any class exceed 0.90% of average daily net
assets for the fiscal year. 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 JIF Orion Fund, as shown in the
fee table, does not include any fee waivers. Changes to expenses and asset
levels of both JAD Orion Fund and JIF Orion Fund at the time of the
Reorganization could trigger application of JIF Orion Fund's expense limit of
0.90% (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 JIF Orion Fund.

SHAREHOLDER FEES

Shareholder fees are those paid directly from your investment, such as
sales loads and redemption fees. As noted above, JIF Orion 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 JIF Orion Fund
will be established to correspond with shares of JAD Orion Fund. Class A, Class
C, Class I, Class R and Class S Shares of JIF Orion Fund will have substantially
the same class characteristics as the Class A, Class C, Class I, Class R and
Class S Shares of JAD Orion Fund, respectively.

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

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

JAD ORION FUND /
JIF ORION 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
</Table>

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

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) JIF Orion 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 JIF Orion Fund will be established to correspond with
shares of JAD Orion 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 SHORT SALE FUND(6) FUND
MANAGEMENT (12B-1) OTHER DIVIDEND FEES AND OPERATING
FEE(2) FEES(3) EXPENSES(4)(5) EXPENSES(5) EXPENSES EXPENSES(7)
---------- -------------- -------------- ----------- -------- -----------

JAD ORION FUND /
JIF ORION FUND (PRO FORMA ASSUMING CONSUMMATION OF THE REORGANIZATION)
Class A Shares
Current......... 0.64% 0.25% 0.69% 0.02% 0.01% 1.61%
Pro Forma....... 0.64% 0.25% 0.12% 0.02% 0.01% 1.04%
Class C Shares
Current......... 0.64% 1.00% 0.72% 0.02% 0.01% 2.39%
Pro Forma....... 0.64% 1.00% 0.15% 0.02% 0.01% 1.82%
Class I Shares
Current......... 0.64% N/A 0.67% 0.02% 0.01% 1.34%
Pro Forma....... 0.64% N/A 0.09% 0.02% 0.01% 0.76%
Class R Shares
Current......... 0.64% 0.50% 0.93% 0.02% 0.01% 2.10%
Pro Forma....... 0.64% 0.50% 0.34% 0.02% 0.01% 1.51%
Class S Shares
Current......... 0.64% 0.25% 0.93% 0.02% 0.01% 1.85%
Pro Forma....... 0.64% 0.25% 0.34% 0.02% 0.01% 1.26%
</Table>

--------

* As of July 31, 2008, total net assets (rounded to millions) were $62.5 for
JAD Orion Fund. As of October 31, 2008, total net assets (rounded to
millions) were $2,694.9 for JIF Orion 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.

(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) Dividends or interest on short sales, which are paid to the lender of
borrowed securities, and stock loan fees, which are paid to the prime
broker, are considered Other Expenses. Such expenses will vary depending on
the short sale arrangement, whether the securities the Fund sells short pay
dividends or interest, and the amount of such dividends or interest. While
Other Expenses include interest and dividends paid out on short positions
and may include stock loan fees, they do not take into account the interest
credit the Fund earns on cash proceeds of short sales which serve as
collateral for short positions. Including such short sale dividends and
stock loan fees, Other Expenses are 0.71% for Class A Shares, 0.74% for
Class C Shares, 0.69% for Class I Shares, and 0.95% for each of Class R
Shares and Class S Shares.

(6) "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.

(7) 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) JAD Orion Fund and (ii) assuming the consummation of the Reorganization,
JIF Orion Fund post-Reorganization (excluding 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), 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 0.95% and 0.90%, 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 JIF Orion 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>
JAD ORION FUND JIF ORION FUND (PRO FORMA)
-------------- --------------------------

Class A...................... 1.23% 1.04%
Class C...................... 1.98% 1.82%
Class I...................... 0.98% 0.76%
Class R...................... 1.73% 1.51%
Class S...................... 1.50% 1.26%
</Table>

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 JAD Orion Fund and in JIF Orion Fund after the
Reorganization with the cost of investing in other mutual funds. The examples
assume that you invest $10,000 in JAD Orion Fund and in JIF Orion 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)
--------------- ------------- ------------- --------------
JAD ORION FUND /
JIF ORION FUND (PRO FORMA ASSUMING CONSUMMATION OF THE REORGANIZATION)

Class A Shares
Current..................... $729 $1,054 $1,401 $2,376
Pro Forma................... $675 $ 887 $1,116 $1,773
Class C Shares
Current..................... $342 $ 745 $1,275 $2,726
Pro Forma................... $285 $ 573 $ 985 $2,137
Class I Shares
Current..................... $136 $ 425 $ 734 $1,613
Pro Forma................... $ 78 $ 243 $ 422 $ 942
Class R Shares
Current..................... $213 $ 658 $1,129 $2,431
Pro Forma................... $154 $ 477 $ 824 $1,802
Class S Shares
Current..................... $188 $ 582 $1,001 $2,169
Pro Forma................... $128 $ 400 $ 692 $1,523
</Table>

IF YOU DO NOT REDEEM YOUR SHARES:

<Table>
<Caption>
1 YEAR(1) 3 YEARS(1) 5 YEARS(1) 10 YEARS(1)
---------- ---------- ---------- -----------
JAD ORION FUND /
JIF ORION FUND (PRO FORMA ASSUMING CONSUMMATION OF THE REORGANIZATION)

Class R Shares
Current..................... $213 $ 658 $1,129 $2,431
Pro Forma................... $154 $ 477 $ 824 $1,802
Class S Shares
Current..................... $188 $ 582 $1,001 $2,169
Pro Forma................... $128 $ 400 $ 692 $1,523
</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 JIF
Orion Fund does not currently have Class A, Class C, Class I, Class R and Class
S Shares, information shown for JIF Orion Fund is based on a share class that
has different fees and expenses than share classes of JAD Orion 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 broad-based market
indices (which, unlike the Funds, do not have any fees or expenses). Each Fund's
performance is compared to the Russell 3000(R) Growth Index, with the S&P 500(R)
Index as a secondary benchmark for JIF Orion Fund. After the Reorganization, it
is expected that JIF Orion Fund will continue to compare its performance to the
Russell 3000(R) Growth Index, with the S&P 500(R) Index as the Fund's secondary
benchmark. The indices are not actively managed and are 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 indices varies over time. Of
course, a Fund's past performance (before and after taxes) is not necessarily an
indication of future performance.

JAD ORION FUND - CLASS S

<Table>

Annual returns for periods ended 12/31
18.04% 28.79% (48.02)%
2006 2007 2008

Best Quarter: 4th-2006 11.61% Worst Quarter: 4th-2008 (30.01)%

</Table>

The Fund's year-to-date return as of the calendar quarter ended March 31, 2009
was (5.59)%.

JIF ORION FUND

<Table>

Annual returns for periods ended 12/31
(14.69)% (29.77)% 43.81% 14.90% 20.93% 18.64% 32.38% (49.78)%
2001 2002 2003 2004 2005 2006 2007 2008

Best Quarter: 2nd-2003 23.59% Worst Quarter: 4th-2008 (32.29)%

</Table>

The Fund's year-to-date return as of the calendar quarter ended March 31, 2009
was (5.41)%.

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

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

JAD ORION FUND
Class S Shares
Return Before Taxes................ (48.02)% N/A (5.08)%
Return After Taxes on
Distributions.................... (48.13)% N/A (5.16)%
Return After Taxes on Distributions
and Sale of Fund Shares(3)....... (31.08)% N/A (4.28)%
Class A Shares
Return Before Taxes(4)............. (50.85)% N/A (6.45)%
Class C Shares
Return Before Taxes................ (48.77)% N/A (5.08)%
Class I Shares(5)
Return Before Taxes................ (47.74)% N/A (5.13)%
Class R Shares
Return Before Taxes................ (48.08)% N/A (5.08)%
Russell 3000(R) Growth Index(6)
(reflects no deduction for
expenses, fees, or taxes).......... (38.44)% (3.33)% (7.57)%
JIF ORION FUND
Return Before Taxes................... (49.78)% 1.85% (4.70)%
Return After Taxes on Distributions... (49.86)% 1.75% (4.77)%
Return After Taxes on Distributions
and Sale of Fund Shares(3)......... (32.27)% 1.57% (3.89)%
Russell 3000(R) Growth Index(6)
(reflects no deduction for
expenses, fees, or taxes).......... (38.44)% (3.33)% (8.34)%
S&P 500(R) Index(7)
(reflects no deduction for
expenses, fees, or taxes).......... (37.00)% (2.19)% (3.76)%
</Table>

--------

(1) Calculated to include contingent deferred sales charge applicable to Class C
Shares.
(2) The inception date for Class A, Class C, Class R and Class S Shares of JAD
Orion Fund is August 1, 2005 and the inception date for JIF Orion Fund is
June 30, 2000.
(3) 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.
(4) Calculated assuming maximum permitted sales loads.

(5) 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 and the
performance of the Fund's Class S Shares from August 1, 2005 to November 28,
2005. 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.

(6) The Russell 3000(R) Growth Index measures the performance of those Russell
3000(R) Index companies with higher price-to-book ratios and higher
forecasted growth values. The stocks in the Russell 3000(R) Growth Index are
also members of either the Russell 1000(R) Growth Index or the Russell
2000(R) Growth Index.
(7) The Standard & Poor's ("S&P") 500(R) Index is a commonly recognized, market-
capitalization weighted index of 500 widely held equity securities, designed
to measure broad U.S. equity performance.

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 JIF Orion Fund
will have substantially similar class characteristics as the Class A, Class C,
Class I, Class R and Class S Shares of JAD Orion Fund, respectively. JIF Orion
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 JIF
Orion Fund will be established to correspond with shares of JAD Orion Fund. 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 to both JAD Orion
Fund and JIF Orion 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, JIF Orion Fund will have purchase, exchange,
and redemption procedures for Class A, Class C, Class I, Class R and Class S
Shares that are the same or similar to those of the corresponding share classes
in JAD Orion 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
JAD Orion Fund will continue to be subject to the same procedures and receive
the same services as shareholders of JIF Orion Fund, as they currently do as
shareholders of JAD Orion 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 JAD Orion 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 JAD
Orion 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
JAD Orion 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 JAD Orion
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) JIF Orion Fund's acquisition of all or
substantially all of the assets of JAD Orion Fund in exchange solely for shares
of JIF Orion Fund and the assumption by JIF Orion Fund of all of JAD Orion
Fund's liabilities, if any, as of the Closing Date; (ii) the distribution on the
Closing Date of those shares to the shareholders of JAD Orion Fund; and (iii)
the complete liquidation of JAD Orion Fund.

The value of JAD Orion Fund's assets to be acquired and the amount of its
liabilities to be assumed by JIF Orion Fund and the NAV of a share of JAD Orion
Fund will be determined as of the close of regular trading on the NYSE on the
Closing Date, after the declaration by JAD Orion Fund of distributions, if any
on the Closing Date, and will be determined in accordance with the valuation
methodologies described in JAD Orion 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, JAD Orion Fund will
distribute pro rata to its shareholders of record the shares of JIF Orion Fund
it receives in the Reorganization, so that each shareholder of JAD Orion Fund
will receive a number of

full and fractional shares of JIF Orion Fund approximately equal in value to his
or her holdings in JAD Orion Fund, and JAD Orion Fund will be liquidated.

Such distribution will be accomplished by opening accounts on the books of
JIF Orion Fund in the names of JAD Orion Fund shareholders and by transferring
thereto the shares of JIF Orion Fund previously credited to the account of JAD
Orion Fund on those books. Each shareholder account shall be credited with the
pro rata number of JIF Orion Fund's shares due to that shareholder. All issued
and outstanding shares of JAD Orion Fund will simultaneously be canceled on the
books of the JAD Trust. Accordingly, immediately after the Reorganization, each
former shareholder of JAD Orion Fund will own shares of JIF Orion Fund that will
be approximately equal to the value of that shareholder's shares of JAD Orion
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;
- 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;

- 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; and

It is also noteworthy that the Reorganization is designed to qualify as a
tax-free reorganization, so shareholders of JAD Orion 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 JAD Orion Fund and JIF Orion 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) JAD Orion Fund has the same investment objective, strategies, policies
and risks as JIF Orion Fund, and the two Funds are managed by the same
portfolio manager.

(4) The two Funds have similar historical 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) Both Funds have the same contractual investment advisory fee rate
(excluding any fee waivers).

(8) The expense limitation agreements applicable to each Fund which, after
giving effect to fee waivers after the Reorganization, may result in
current JAD Orion Fund shareholders paying the same or 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 JIF Orion Fund to
benefit from using a portion of the realized capital losses generated
by JAD Orion Fund and JIF Orion Fund, as applicable.

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

(13) JAD Orion 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 JIF Orion Fund will be equal to
the full and fractional value of their JAD Orion 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 JAD Orion Fund and JIF Orion 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 JAD Orion Fund
solely in exchange for shares of JIF Orion Fund and the assumption by JIF
Orion Fund of all liabilities of JAD Orion Fund, and the distribution of
such shares to the shareholders of JAD Orion Fund, will constitute a
"reorganization" within the meaning of Section 368(a) of the Code;

- no gain or loss will be recognized by JAD Orion Fund on the transfer of
the assets of JAD Orion Fund to JIF Orion Fund in exchange for JIF Orion
Fund shares or the assumption by JIF Orion Fund of all liabilities of JAD
Orion Fund or upon the

distribution of JIF Orion Fund shares to JAD Orion Fund shareholders in
exchange for their shares of JAD Orion Fund;
- the tax basis of JAD Orion Fund's assets acquired by JIF Orion Fund will
be the same to JIF Orion Fund as the tax basis of such assets to JAD
Orion Fund immediately prior to the Reorganization, and the holding
period of the assets of JAD Orion Fund in the hands of JIF Orion Fund
will include the period during which those assets were held by JAD Orion
Fund;
- no gain or loss will be recognized by JIF Orion Fund upon the receipt of
the assets of JAD Orion Fund solely in exchange for JIF Orion Fund shares
and the assumption by JIF Orion Fund of all liabilities of JAD Orion
Fund;
- no gain or loss will be recognized by shareholders of JAD Orion Fund upon
the receipt of JIF Orion Fund shares by such shareholders, provided such
shareholders receive solely JIF Orion Fund shares (including fractional
shares) in exchange for their JAD Orion Fund shares; and

- the aggregate tax basis of JIF Orion Fund shares, including any
fractional shares, received by each shareholder of JAD Orion Fund
pursuant to the Reorganization will be the same as the aggregate tax
basis of JAD Orion Fund shares held by such shareholder immediately prior
to the Reorganization, and the holding period of JIF Orion Fund shares,
including fractional shares, to be received by each shareholder of JAD
Orion Fund will include the period during which JAD Orion Fund shares
exchanged were held by such shareholder (provided that JAD Orion 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 JAD Orion Fund in exchange for JIF Orion Fund shares
and the assumption by JIF Orion Fund of all liabilities of JAD Orion Fund does
not constitute a tax-free reorganization, each JAD Orion Fund shareholder
generally will recognize a gain or loss approximately equal to the difference
between the value of JIF Orion Fund shares such shareholder acquires and the tax
basis of such shareholder's JAD Orion Fund shares.

Prior to the Closing Date, JAD Orion 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 JAD Orion 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 JAD Orion Fund should
also consult tax advisers as to state and local tax consequences, if any, of the
Reorganization.

As of July 31, 2008, JAD Orion Fund did not have any accumulated capital
loss carryforwards. As of October 31, 2008, JIF Orion Fund had accumulated
capital loss

carryforwards of $1,050,184,018. The final amount of the accumulated capital
loss carryforwards for JAD Orion Fund and JIF Orion 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 may
in part be subject to limitations under applicable tax laws. As a result, JIF
Orion 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 JAD Orion Fund and JIF Orion Fund, as well as pro forma
capitalization giving effect to the Reorganization:

<Table>
<Caption>
JIF ORION FUND
JAD ORION JIF ORION (PRO FORMA AFTER
FUND(1) FUND(2) ADJUSTMENTS REORGANIZATION)(2)
----------- -------------- ----------- ------------------

CLASS A
Net Assets.................... $23,122,981 N/A $ -- $ 23,122,981
Net Asset Value Per Share..... $ 9.09 N/A $ (1.95) $ 7.14
Shares Outstanding............ 2,543,026 N/A 695,487 3,238,513
CLASS C
Net Assets.................... $ 7,889,759 N/A $ -- $ 7,889,759
Net Asset Value Per Share..... $ 8.88 N/A $ (1.74) $ 7.14
Shares Outstanding............ 888,143 N/A 216,865 1,105,008
CLASS I
Net Assets.................... $ 911,640 N/A $ -- $ 911,640
Net Asset Value Per Share..... $ 9.14 N/A $ (2.00) $ 7.14
Shares Outstanding............ 99,796 N/A 27,885 127,681
CLASS R
Net Assets.................... $ 877,050 N/A $ -- $ 877,050
Net Asset Value Per Share..... $ 8.96 N/A $ (1.82) $ 7.14
Shares Outstanding............ 97,885 N/A 24,951 122,836
CLASS S
Net Assets.................... $ 8,467,889 N/A $ -- $ 8,467,889
Net Asset Value Per Share..... $ 9.02 N/A $ (1.88) $ 7.14
Shares Outstanding............ 939,049 N/A 246,930 1,185,979
JIF ORION FUND
Net Assets.................... N/A $2,694,880,728 $ -- $2,694,880,728
Net Asset Value Per Share..... N/A $ 7.14 $ -- $ 7.14
Shares Outstanding............ N/A 377,671,930 377,671,930
</Table>

--------

(1) JAD Orion Fund currently offers Class A, Class C, Class I, Class R and Class
S Shares.

(2) JIF Orion Fund currently does not designate separate share classes. Upon the
consummation of the Reorganization, Class A, Class C, Class I, Class R and
Class S Shares of JIF Orion 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 JAD Orion 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. Janus Capital is responsible for the day-to-day
management of each Fund's investment portfolio and furnishes continuous advice
and recommendations concerning each Fund's investments. 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 at the annual rate of 0.64%
of the Fund's average daily net assets. Each Fund's investment advisory
agreement details the investment advisory fee and other expenses that each Fund
must pay. 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. JAD Orion 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 annual
investment advisory fee rate and the actual annual investment advisory fee rate
paid by each Fund to Janus Capital (gross and net of fee waivers, if
applicable).

<Table>
<Caption>
CONTRACTUAL INVESTMENT ACTUAL INVESTMENT
ADVISORY FEE ADVISORY FEE
---------------------- -----------------

JAD ORION FUND................... 0.64% 0.25%(1)(2)(3)
JIF ORION FUND................... 0.64% 0.64%(4)
</Table>

--------

(1) For the fiscal year ended July 31, 2008.

(2) 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 0.95% 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 is not reflected in the
contractual fee rate shown.

(3) In addition to other expense waivers, the actual management fee paid
reflects credits to the Fund in an amount equal to investment advisory fees
paid by the Fund to a Janus money market fund for cash invested in that
money market fund under the Fund's money fund sweep program.

(4) For the fiscal year ended October 31, 2008.

The basis for the Trustees' approval of the current investment advisory
agreement for JAD Orion Fund is included in JAD Orion Fund's unaudited
Semiannual Report to shareholders dated January 31, 2009. The basis for the
Trustees' approval of the current investment advisory agreement for JIF Orion
Fund is currently not available to

shareholders, but will be included in JIF Orion 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
JIF Orion Fund, please refer to JIF Orion 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 JIF Orion 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 JAD Orion 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 after the Reorganization.

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.

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.

INVESTMENT PERSONNEL

JOHN EISINGER is Executive Vice President and Portfolio Manager of JAD
Orion Fund and JIF Orion Fund, each of which he has managed since January 2008.
He joined Janus Capital in April 2003 as an equity research analyst. Prior to
joining Janus Capital, Mr. Eisinger was an equity analyst for Palantir Partners
LP from 2202 to 2003.

Mr. Eisinger holds a Bachelor's degree (summa cum laude) in Finance from Boston
College, Carroll School of Management.

JIF Orion Fund's Statement of Additional Information dated February 27,
2009, and JAD Orion Fund's Statement of Additional Information dated November
28, 2008, both of which are incorporated by reference herein, provide
information about the structure and method of Mr. Eisinger's compensation, as
well as his management of other accounts and ownership of Fund securities.

SECURITIES TO BE ISSUED, KEY DIFFERENCES IN SHAREHOLDER RIGHTS

JAD Orion 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. JIF Orion 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>
JAD ORION FUND JIF ORION 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 two-thirds of the of the shareholders of the JIF Trust at a meeting called for
outstanding shares of the JAD Trust. the purpose, or by a written declaration signed by at least
two-thirds of the shareholders and filed with the Trust's
custodian.

</Table>

<Table>
<Caption>
JAD ORION FUND JIF ORION FUND
-------------- --------------

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 same limitation of liable for the obligations of their fund. However, the JIF
personal liability as is extended to shareholders of a Trust Instrument provides that no shareholder shall be
private personally bound and no payment demand made on any
</Table>

<Table>
<Caption>
JAD ORION FUND JIF ORION FUND
-------------- --------------

corporation for profit incorporated in the State of shareholder except as agreed to by the shareholder.
Delaware.

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 JAD Orion Fund
and the initial share class of JIF Orion Fund:

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

JAD Orion Fund
- Class A Shares.................. 2,179,064 $ 17,062,071
- Class C Shares.................. 908,229 $ 6,975,199
- Class I Shares.................. 88,824 $ 699,045
- Class R Shares.................. 103,189 $ 799,716
- Class S Shares.................. 979,238 $ 7,608,681
TOTAL............................. 4,258,544 $ 33,144,712
JIF Orion Fund.................... 354,718,937 $2,170,879,897
</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
------------ --------------------------------------------- ---------- ----------

JAD Orion Fund
- Class A Shares........... Charles Schwab & Co. Inc. 1,195,611 54.87%
Special Custody Account
FBO Institutional Client Accounts
San Francisco, CA

Merrill Lynch Pierce Fenner & Smith Inc. 316,890 14.54%
For The Sole Benefit Of Customers
Jacksonville, FL

Pershing LLC 120,812 5.54%
Jersey City, NJ
JAD Orion Fund
- Class C Shares........... Merrill Lynch Pierce Fenner & Smith Inc. 309,691 34.10%
For The Sole Benefit Of Customers
Jacksonville, FL

Citigroup Global Markets 153,254 16.87%
House Account
Owings Mills, MD

Pershing LLC 55,478 6.11%
Jersey City, NJ
</Table>

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

Morgan Stanley & Co. 47,098 5.19%
Jersey City, NJ
JAD Orion Fund
- Class I Shares........... Citigroup Global Markets Inc. 18,698 21.05%
A/C 00109801250
New York, NY

Wells Fargo Investments LLC 13,470 15.16%
A/C 4152-7022
Minneapolis, MN

Janus Modular Portfolio Construction(R) Fund 10,035 11.30%
Orion Fund Omnibus Account
Denver, CO

LPL Financial 5,846 6.58%
A/C 2614-7959
San Diego, CA

Charles Schwab & Co. Inc. 5,331 6.00%
Exclusive Benefit Of Our Customers
Reinvest Account
San Francisco, CA
JAD Orion Fund
- Class R Shares........... Capital Bank & Trust Co Trustee 24,248 23.50%
FBO City Financial Corp. 401K & Profit
Sharing Plan
Greenwood Vlg, CO

Counsel Trust DBA Mid Atlantic Trust Company 21,389 20.73%
FBO Centro Inc. 401K Profit Sharing Plan &
Trust
Pittsburgh, PA

Mercer Trust Company TTEE 6,906 6.69%
FBO NY Hotel Trades Council & Hotel
Association of NYC Health Center Inc.
EE Benefit
Norwood, MA

Capital Bank & Trust Company TTEE 6,697 6.49%
CQM Inc. 401K Savings Plan
Greenwood Vlg, CO

Capital Bank & Trust Company TTEE 6,395 6.20%
Mitographers Inc. & Alphagraphics 45
Greenwood Vlg, CO

MG Trust Company As Agent For Frontier Trust 6,074 5.89%
Co.
As Trustee Secure Benefits Systems Corp 401K
Fargo, ND
</Table>

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

Capital Bank & Trust Co. 5,386 5.22%
FBO Dakota Dermatology Ltd. 401K PSP
Greenwood Vlg, CO
JAD Orion Fund
- Class S Shares........... National Financial Services LLC TR 637,963 65.15%
For Exclusive Benefit Of Our Customers
New York, NY

Capital Bank And Trust Company TR 293,646 29.99%
FBO Cherokee Pharmaceuticals LLC 401K PS Plan
Greenwood Vlg, CO

JIF Orion Fund............... Charles Schwab & Co., Inc. 52,342,425 14.76%
Exclusive Benefit of Our Customers
Reinvest Account
San Francisco, CA

National Financial Services Corp. 47,773,736 13.47%
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 JIF Orion 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

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

A-1

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 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 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 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 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 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 R and Class S] Successor Fund Shares in
connection with such exchange. Ownership of [Class A, Class C, Class I, Class R
and Class S] Successor Fund Shares will be shown on the books of the 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

A-2

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 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 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, 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-3

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";

(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

A-4

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

A-5

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

A-6

(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.

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

A-8

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.

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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.

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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.

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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 Janus Orion
Fund (the "JIF Orion Fund"), a series of Janus Investment Fund (the "Trust").
JIF Orion Fund currently does not offer shares of any of these classes. However,
upon consummation of the reorganization of Janus Adviser Orion Fund with and
into JIF Orion Fund (the "Reorganization"), JIF Orion 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. JIF Orion Fund currently only offers one class of shares
(the "Initial Class"), which is not offered in this Prospectus/Information
Statement. Please refer to JIF Orion Fund's prospectus dated February 27, 2009
(the "JIF Orion Fund's Prospectus") for information about shares of this Initial
Class. You can obtain a free copy of that document 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
JIF Orion 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 JIF Orion 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.

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, broker-dealers, retirement plans,
bank trust departments, and financial advisors) who do not require payment from
JIF Orion 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

C-1

be paid by JIF Orion 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, JIF Orion Fund is available only to U.S.
citizens or residents.

PRICING OF JIF ORION 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.
JIF Orion 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 JIF Orion 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 JIF Orion 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 JIF Orion 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 by JIF Orion 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 JIF Orion Fund or its agent
by the close of the regular trading session of the NYSE.

Securities held by JIF Orion 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 JIF
Orion 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

C-2

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.
JIF Orion 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, JIF Orion 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 JIF Orion Fund's portfolio
securities and the reflection of such change in JIF Orion 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 JIF Orion Fund's valuation of a security is
different from the security's market value, short-term arbitrage traders may
dilute the NAV of JIF Orion Fund, which negatively impacts long-term
shareholders. JIF Orion 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 JIF Orion Fund,
if any, will be calculated using the NAV of such underlying funds, and the
prospectuses 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 JIF Orion Fund under the arrangements made
between your financial intermediary or plan sponsor and its customers. JIF Orion
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, JIF Orion 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

C-3

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>

--------

* 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), JIF Orion Fund may pay Janus
Distributors LLC, the Trust's distributor ("Janus Distributors"), a fee for the
sale and distribution of

C-4

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 JIF Orion 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 JIF
Orion 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), JIF Orion 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 JIF Orion 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 JIF Orion 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 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 JIF Orion 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 JIF Orion 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 JIF Orion Fund to Janus
Services LLC ("Janus Services"), which uses such fees to reimburse
intermediaries. Because the form and amount charged varies by intermediary,

C-5

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 JIF Orion 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 JIF Orion 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 JIF Orion Fund.

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 documents for information on how to invest in JIF Orion
Fund, including additional information on minimum initial or subsequent
investment requirements.

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 JIF Orion 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 JIF Orion Fund's behalf. As discussed under the
section titled "The Reorganization - Other Comparative Information about the
Funds" in this Prospectus/Information Statement, Janus Capital Management LLC
("Janus Capital"), JIF Orion 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 JIF Orion Fund
or that provide services in connection with investments in JIF Orion Fund. You
should consider such arrangements when evaluating any recommendation of JIF
Orion Fund.

JIF Orion Fund reserves the right to reject any purchase order, including
exchange purchases, for any reason. JIF Orion Fund is not intended for excessive
trading. For more

C-6

information about JIF Orion 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 JIF Orion Fund account for non-retirement accounts and $500
per JIF Orion Fund account for certain tax-deferred accounts or UGMA/UTMA
accounts. Investors in a defined contribution plan through a third party
administrator 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 JIF Orion 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 JIF Orion 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.

JIF Orion Fund reserves the right to annually request that intermediaries
close JIF Orion 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

C-7

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 JIF Orion Fund, you may receive written notice prior to the
closure of your JIF Orion 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.

JIF Orion 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 JIF Orion 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.

CLASS A SHARES SALES CHARGE

An initial sales charge may apply to your purchase of Class A Shares of JIF
Orion 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.

C-8

(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 JIF Orion 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 JIF Orion Fund or certain other Janus funds)
with your current purchase of Class A Shares of JIF Orion Fund and certain other
Janus funds (including Class C Shares of those funds) to take advantage of the
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 JIF Orion 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 JIF Orion 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 JIF Orion Fund shares, as JIF Orion Fund, its agents, or your
financial intermediary may not retain this information.

RIGHT OF ACCUMULATION. You may purchase Class A Shares of JIF Orion 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

C-9

(net amount invested) of all Class A Shares of JIF Orion 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 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 JIF Orion Fund's shares, free of charge, and in a clear and
prominent

C-10

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. 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 JIF Orion 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.
- JIF Orion 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. JIF Orion 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 JIF Orion Fund may make up to four round trips in
JIF Orion Fund in a 12-month period, although JIF Orion 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 JIF Orion
Fund (by any means) followed by a purchase back into JIF Orion Fund (by
any means). JIF Orion Fund will work with intermediaries to apply JIF
Orion Fund's exchange limit. However, JIF Orion Fund may not always have
the ability to monitor or enforce the trading activity in such accounts.
- For more information about JIF Orion 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 JIF Orion
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

C-11

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.

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.

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

Shares of JIF Orion Fund may be redeemed on any business day on which JIF
Orion Fund's NAV is calculated. Redemptions are duly processed at the NAV next
calculated after your redemption order is received in good order by JIF Orion
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 JIF Orion Fund reserves the right to annually request that intermediaries
close JIF Orion 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 JIF Orion
Fund, you may receive written notice prior to the closure of your JIF Orion 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 JIF Orion 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, JIF Orion Fund is required to redeem shares solely for cash
up to the lesser of $250,000 or 1% of the NAV of JIF Orion Fund during any 90-
day period for any one shareholder. Should redemptions by any shareholder exceed
such limitation, JIF Orion Fund will have the option of redeeming the excess in
cash or in-

C-12

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.

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 JIF Orion 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 JIF Orion Fund dividends or distributions;

C-13

- 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 JIF Orion 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.

EXCESSIVE TRADING

EXCESSIVE TRADING POLICIES AND PROCEDURES

The Board of Trustees of JIF Orion Fund has adopted policies and procedures
with respect to short-term and excessive trading of Fund shares ("excessive
trading"). JIF Orion 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 JIF Orion 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, JIF Orion 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 JIF Orion 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.

JIF Orion 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 JIF Orion Fund within
90 calendar days (i.e., "round trip") may result in enforcement of JIF Orion
Fund's excessive trading policies and procedures with respect to future purchase
orders,

C-14

provided that the Fund reserves the right to reject any purchase request as
explained above.

JIF Orion 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 JIF Orion Fund over a 90-day period and may
bar future purchases into the Fund and any of the other Janus funds by such
investor. JIF Orion 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.

JIF Orion 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 JIF Orion
Fund's excessive trading policies and procedures and may be rejected in whole or
in part by the Fund. JIF Orion 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 JIF Orion Fund, and thus the Fund may have difficulty curtailing such
activity. Transactions accepted by a financial intermediary in violation of JIF
Orion 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,
JIF Orion 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. JIF
Orion 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 JIF Orion Fund's
methods to detect and deter excessive trading.

JIF Orion 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

C-15

disruptive to the Fund. For example, JIF Orion Fund may refuse a purchase order
if the Fund's portfolio manager believes he 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.

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

EXCESSIVE TRADING RISKS

Excessive trading may present risks to JIF Orion Fund's long-term
shareholders. Excessive trading into and out of JIF Orion 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 JIF Orion 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 JIF
Orion 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 JIF
Orion Fund's valuation of a security differs from the security's market value,
short-term arbitrage traders may dilute the NAV of JIF Orion Fund, which
negatively impacts long-term shareholders. Although JIF Orion 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 JIF Orion 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, JIF Orion 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 JIF Orion Fund and
its agents. This makes JIF Orion 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 JIF Orion 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.

C-16

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 JIF Orion Fund.

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 JIF
Orion Fund.

- FULL HOLDINGS. JIF Orion 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. JIF Orion 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. JIF Orion 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. JIF Orion 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 JIF Orion Fund, including under
extraordinary circumstances exceptions to the Mutual Fund Holdings Disclosure
Policies and Procedures made by Janus Capital's Chief Investment Officer(s)

C-17

or their delegates. Such exceptions may be made without prior notice to
shareholders. A summary of JIF Orion Fund's portfolio holdings disclosure
policies and procedures, which includes a discussion of any exceptions, is
contained in the Fund's SAI.

DISTRIBUTION OF JIF ORION FUND

JIF Orion 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 JIF Orion 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. JIF Orion
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
JIF Orion 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 JIF ORION FUND'S NAV

Distributions are paid to shareholders as of the record date of a
distribution of JIF Orion Fund, regardless of how long the shares have been
held. Undistributed dividends and net capital gains are included in JIF Orion
Fund's daily NAV. The share price of JIF Orion Fund drops by the amount of the
distribution, net of any subsequent market fluctuations. For example, assume
that on December 31, JIF Orion Fund declared a dividend in the amount of $0.25
per share. If JIF Orion Fund's share price was $10.00 on December 30, JIF Orion
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.

C-18

"BUYING A DIVIDEND"

If you purchase shares of JIF Orion 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 December 31, JIF Orion 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 JIF Orion Fund, whether or not you
reinvested the dividends. Before buying shares of JIF Orion 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, JIF Orion Fund's distributions of net investment
income and net capital gains are automatically reinvested in JIF Orion 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 JIF Orion 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 JIF Orion 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 JIF Orion Fund are subject to federal income tax,
regardless of whether the distribution is made in cash or reinvested in
additional shares of JIF Orion Fund. When gains from the sale of a security held
by JIF Orion Fund are paid to shareholders, the rate at which the gain will be
taxed to shareholders depends on the length of time JIF Orion Fund held the
security. In certain states, a portion of the distributions (depending on the
sources of JIF Orion Fund's income) may be exempt from state and local taxes.
JIF Orion Fund's net investment income and capital gains are distributed to (and
may be taxable to) those persons who are shareholders of JIF Orion Fund at the
record date of such payments. Although JIF Orion Fund's total net income

C-19

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

Distributions made by JIF Orion 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.

JIF Orion 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 JIF ORION FUND

Dividends, interest, and some capital gains received by JIF Orion Fund on
foreign securities may be subject to foreign tax withholding or other foreign
taxes. If JIF Orion 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 JIF Orion Fund.
JIF Orion 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. JIF Orion 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.

JIF Orion 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 JIF Orion Fund meet these requirements so that any earnings on
your investment will not be subject to federal income taxes twice. If JIF Orion
Fund invests in partnerships, it may be subject to state tax liabilities.

C-20

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 ORION 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

JANUS ORION 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 Orion Fund, a series of Janus Adviser Series ("JAD Orion Fund"), in
connection with the reorganization of JAD Orion Fund with and into Janus Orion
Fund, a series of Janus Investment Fund ("JIF Orion Fund"), pursuant to which
all of the assets and liabilities of JAD Orion Fund would be transferred to JIF
Orion Fund in exchange for shares of beneficial interest of JIF Orion 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 R and Class S shares of JIF Orion 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 JAD Orion Fund, dated November 28, 2008, as supplemented
(File No: 333-33978), and the SAI for JIF Orion Fund, dated February 27,
2009, as supplemented (File No: 002-34393).
2. The Financial Statements of JAD Orion 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 JIF Orion 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, each owner of Class A, Class C, Class I, Class R and Class S
shares of JAD Orion Fund would become a shareholder of the corresponding class
of shares of JIF Orion Fund. JIF Orion Fund does not currently offer Class A,
Class C, Class I, Class R and Class S shares. However, upon consummation of the
Reorganization, JIF Orion 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 JIF Orion Fund and
its Class A, Class C, Class I, Class R and Class S shares provided in the
Prospectus/Information Statement and other general information about JIF Orion
Fund in its SAI dated February 27, 2009 (File No. 002-34393), is incorporated
herein by reference. Only certain information specific to JIF Orion Fund's Class
A, Class C, Class I, 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
JIF ORION FUND

TRANSFER AGENCY AND OTHER SERVICES

Janus Services LLC ("Janus Services"), P.O. Box 173375, Denver, Colorado
80217-3375, a wholly-owned subsidiary of Janus Capital, is JIF Orion Fund's
transfer agent. In addition, Janus Services provides certain other
administrative, recordkeeping, and shareholder relations services for JIF Orion
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 JIF Orion Fund for providing or procuring recordkeeping,
subaccounting, and other administrative services to investors in Class R shares
and Class S shares of JIF Orion 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 Services 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.

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 JIF Orion 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. JIF Orion 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, JIF Orion 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 JIF Orion Fund for
activities which are primarily intended to result in sales of Class C shares of
JIF Orion Fund. In addition, the Plan permits the payment of up to 0.25% of the
average daily net assets of Class C shares of JIF Orion Fund for shareholder
servicing activities such as providing facilities to answer questions from
existing investors about JIF Orion 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 JIF
Orion 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 JIF Orion Fund at
any time, without penalty, by vote of a majority of the outstanding shares of
that Class of JIF Orion 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 JAD Orion Fund into JIF Orion 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 JAD Orion Fund does not exceed ten percent (10%) of the
net asset value of JIF Orion 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. 333-158030).

(b) 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 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. 333-158030).

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. 333-158030).

(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 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).

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.