EXHIBIT 11



__________, 2003



Janus Adviser
100 Fillmore Street
Denver, CO  80206-4928

Ladies and Gentlemen:

         Reference is made to the registration statement on Form N-14 (SEC File
No. ________) (the "Registration Statement") filed with the Securities and
Exchange Commission with respect to shares of beneficial interest, $.001 par
value (the "Shares") of Janus Adviser, an unincorporated association of the type
commonly referred to as a Delaware statutory trust (the "Trust"), representing
interests in Janus Adviser -- U.S. Value Fund and Janus Adviser -- International
Equity Fund, each a portfolio series of the Trust, to be issued pursuant to a
certain Agreement and Plan of Reorganization (the "Reorganization Agreement") by
and between the Trust, on behalf of Janus Adviser U.S. Value Fund and Janus
Adviser International Equity Fund, and Vontobel Asset Management, Inc., on
behalf of its separate series Vontobel U.S. Value Fund and Vontobel
International Equity Fund, dated as of _________, 2003, described in the
Registration Statement.

         We have examined such records, documents and other instruments and have
made such other examinations and inquiries as we have deemed necessary to enable
us to express the opinion set forth below.

         Based upon and subject to the foregoing, we are of the opinion that the
Shares, when issued in accordance with the terms of the Reorganization
Agreement, will be validly issued, fully paid and non-assessable by the Trust.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.

                                        Very truly yours,



                                        GOODWIN PROCTER LLP