N-14/A

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



                                                     REGISTRATION NO. 333-158029


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

                       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 HIGH-YIELD FUND
                                                                    (JANUS LOGO)



                                                                    May 11, 2009


Dear Shareholder:


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


     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 High-Yield Fund into
JIF High-Yield Fund.




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


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



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



     - 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


                                                        
INTRODUCTION............................................     1
SYNOPSIS................................................     4
  Investment Objectives, Strategies, Restrictions and
     Risks..............................................     8
  Comparison of Fees and Expenses.......................    21
  Comparison of Fund Performance........................    27
  Distribution and Purchase Procedures, Exchange Rights,
     and Redemption Procedures..........................    30
  Calculation of Net Asset Value........................    30
  Dividends and Distributions...........................    31
  Frequent Purchases and Redemptions....................    31
  Taxes.................................................    31
  Distribution Arrangements.............................    31
THE REORGANIZATION......................................    31
  The Plan..............................................    31
  Reasons for the Reorganization........................    32
  Federal Income Tax Consequences.......................    34
  Capitalization........................................    37
  Other Comparative Information about the Funds.........    37
     Investment Adviser.................................    37
     Management Expenses................................    39
     Administrative Services Fees.......................    41
     Investment Personnel...............................    41
  Securities to Be Issued, Key Differences in
     Shareholder Rights.................................    42
ADDITIONAL INFORMATION..................................    45
  Share Ownership.......................................    45
  Trustees and Officers.................................    46
  Independent Registered Public Accounting Firm.........    47
  Legal Matters.........................................    47
  Information Available Through the SEC.................    47
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






                                        i






                        PROSPECTUS/INFORMATION STATEMENT
                                  MAY 11, 2009

                  RELATING TO THE ACQUISITION OF THE ASSETS OF

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



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


                                        1



high current income. For both JAD High-Yield Fund and JIF High-Yield Fund,
capital appreciation is a secondary investment objective when consistent with
its primary investment objective.


     Janus Capital will remain the investment adviser of JIF High-Yield Fund
after the Reorganization. Janus Capital is responsible for the day-to-day
management of JAD High-Yield Fund's and JIF High-Yield 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 High-Yield Fund, JAD High-Yield 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 High-Yield Fund and JAD High-Yield Fund, see:

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

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

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

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

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

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


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


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

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

      x.  the unaudited Semiannual Report of JIF High-Yield Fund for the fiscal
          period ended April 30, 2008 (File No. 811-01879).


                                        2



     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 High-Yield Fund and its Annual Report
and Semiannual Report have previously been delivered to JAD High-Yield 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.


                                        3



                                    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 High-Yield
     Fund with and into JIF High-Yield Fund, with JIF High-Yield Fund being the
     surviving entity. JAD High-Yield Fund is a series of the JAD Trust and JIF
     High-Yield 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 High-Yield Fund and will be impacted by the
     Reorganization.



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



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


                                        4



     - 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 High-Yield Fund has the same investment objective, strategies,
       policies and risks as JIF High-Yield Fund, and the two Funds are managed
       by the same co-portfolio managers.
     - 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 advisory fee structure (excluding any fee
       waivers) in accordance with which the advisory fee rate paid by each Fund
       to Janus Capital is 0.65% per annum of each Fund's average daily net
       assets for the first $300 million, and 0.55% per annum of each Fund's
       average daily net assets over $300 million.

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

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

     - JAD High-Yield 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 High-Yield Fund will be equal to
       the full and fractional value of their JAD High-Yield 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 to obtain high
     current income. For both JAD High-Yield Fund and JIF High-Yield Fund,
     capital appreciation is a secondary investment objective when consistent
     with the primary investment objective. Each Fund has the same investment
     strategies and risks. Each Fund pursues its investment objective by
     investing, under normal

                                        5



     circumstances, at least 80% of its net assets in high-yield/high-risk
     securities rated below investment grade. Securities rated below investment
     grade may include their unrated equivalents or other high yielding
     securities the portfolio managers believe offer attractive risk/return
     characteristics. Each Fund may at times invest all of its assets in such
     securities.

     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 High-Yield Fund's net assets were approximately
     $381.3 million and JAD High-Yield Fund's net assets were approximately $4.0
     million. The asset size of each Fund fluctuates on a daily basis and the
     asset size of JIF High-Yield 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
     SCHEDULE UNDER THE ADVISORY AGREEMENT?



A.   No. The contractual investment advisory fee rate schedule payable under the
     advisory agreements for JAD High-Yield Fund and JIF High-Yield Fund is
     currently the same, 0.65% per annum of each Fund's average daily net assets
     for the first $300 million, and 0.55% per annum of each Fund's average
     daily net assets over $300 million.


     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 High-Yield
     Fund (following completion of the Reorganization) will be lower than the
     current expense ratio for JAD High-Yield 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 High-Yield Fund.


     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 High-Yield Fund and/or JIF High-Yield 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

                                        6







     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 High-Yield Fund.


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


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



                                        7



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


A.   Yes. JAD High-Yield 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 High-Yield Fund prior to the
     Closing Date to ensure a smooth transition of shareholder accounts into JIF
     High-Yield 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 High-Yield
     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 current
income. The Funds have the same investment objective, principal investment
strategies and risks, which are discussed in detail below. The Funds also have
the same

                                        8



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 to obtain high current income.
Capital appreciation is a secondary investment objective when consistent with
its primary investment objective. Each Fund's Board of Trustees may change these
objectives or a Fund's principal investment strategies without a shareholder
vote. As described below, each Fund has a policy of investing at least 80% of
its net assets, measured at the time of purchase, in the type of securities
suggested by its name. Each Fund will notify its shareholders in writing at
least 60 days before making any changes to this policy. If there is a material
change to a Fund's objectives 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 objectives.


PRINCIPAL INVESTMENT STRATEGIES

     Each Fund pursues its investment objectives by investing, under normal
circumstances, at least 80% of its net assets in high-yield/high-risk securities
rated below investment grade. Securities rated below investment grade may
include their unrated equivalents or other high-yielding securities the
portfolio managers believe offer attractive risk/return characteristics. Each
Fund may at times invest all of its assets in such securities. Due to the nature
of securities in which the Fund invests, it may have relatively high portfolio
turnover compared to other funds.


     In addition to considering economic factors such as the effect of interest
rates on each Fund's investments, the portfolio managers, who are the same for
each Fund, apply a "bottom up" approach in choosing investments. This means that
the portfolio managers look at income-producing securities one at a time to
determine if a security is an attractive investment opportunity and if it is
consistent with each Fund's investment policies. If the portfolio managers are
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 debt and equity 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.


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


                                        9



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 seeking to obtain
high current income. 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

     Although each Fund may be less volatile than funds that invest most of
their assets in common stocks, the Fund's returns and yields will vary, and you
could lose money.


     FIXED-INCOME SECURITIES RISK.  Each Fund invests in a variety of fixed-
income securities. Typically, the values of fixed-income securities change
inversely with interest rates. Therefore, a fundamental risk of these securities
is that their value will generally decline as prevailing interest rates rise
which may cause a Fund's net asset value ("NAV") to likewise decrease, and vice
versa. How specific fixed-income securities may react to changes in interest
rates will depend on the specific characteristics of each security. For example,
while securities with longer maturities tend to produce higher yields, they also
tend to be more sensitive to changes in prevailing interest rates and are
therefore more volatile than shorter-term securities and are subject to greater
market fluctuations as a result of changes in interest rates. Fixed-income
securities are also subject to credit risk, which is the risk that the credit
strength of an issuer of a fixed-income security will weaken and/or that the
issuer will be unable to make timely principal and interest payments and that
the security may go into default. In addition, there is the risk that during
periods of falling interest rates, certain fixed-income securities with higher
interest rates, such as mortgage- and asset-backed securities, may be prepaid by
their issuers thereby reducing the amount of interest payments and may result in
a Fund having to reinvest its proceeds in lower yielding securities. Collateral
related to such investments also may be subject to a higher degree of credit
risk, valuation risk, and liquidity risk.


     HIGH-YIELD/HIGH-RISK BOND RISK.  Each Fund may invest without limit in
higher-yielding/higher-risk bonds, also known as "junk" bonds. High-yield/high-
risk bonds may be sensitive to economic changes, political changes, or adverse
developments specific to the company that issued the bond. These bonds generally
have a greater credit risk than other types of fixed-income securities. The
issuers are typically in poor financial health. Because of these factors, the
performance and NAV of a Fund may vary significantly, depending upon its
holdings of high-yield/high-risk bonds.


                                       10



     PORTFOLIO TURNOVER RISK.  Increased portfolio turnover may result in higher
costs for brokerage commissions, dealer mark-ups, and other transaction costs.
Higher costs associated with increased portfolio turnover may offset gains in
each Fund's performance.

     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.  WHAT IS A HIGH-YIELD/HIGH-RISK BOND?

     A high-yield/high-risk bond (also called a "junk" bond) is a bond rated
below investment grade by major rating agencies (i.e., BB+ or lower by Standard
& Poor's Ratings Service ("Standard & Poor's") and Fitch, Inc. ("Fitch"), or Ba
or lower by Moody's Investors Service, Inc. ("Moody's")) or is an unrated bond
of similar quality. It presents greater risk of default (the failure to make
timely interest and principal payments) than higher quality bonds.


                                       11



2.  WHAT ARE U.S. GOVERNMENT SECURITIES?

     Each Fund may invest in U.S. Government securities. U.S. Government
securities include those issued directly by the U.S. Treasury and those issued
or guaranteed by various U.S. Government agencies and instrumentalities. Some
government securities are backed by the "full faith and credit" of the United
States. Other government securities are backed only by the rights of the issuer
to borrow from the U.S. Treasury. Others are supported by the discretionary
authority of the U.S. Government to purchase the obligations. Certain other
government securities are supported only by the credit of the issuer. For
securities not backed by the full faith and credit of the United States, each
Fund must look principally to the agency or instrumentality issuing or
guaranteeing the securities for repayment and may not be able to assert a claim
against the United States if the agency or instrumentality does not meet its
commitment. Although they are high-quality, such securities may involve
increased risk of loss of principal and interest compared to government debt
securities that are backed by the full faith and credit of the United States.



3.  HOW COULD INTEREST RATES AFFECT THE VALUE OF MY INVESTMENT?


     Generally, a fixed-income security will increase in value when prevailing
interest rates fall and decrease in value when prevailing interest rates rise.
Longer-term securities are generally more sensitive to interest rate changes
than shorter-term securities, but they generally offer higher yields to
compensate investors for the associated risks. High-yield bond prices and
floating rate debt security prices are generally less directly responsive to
interest rate changes than investment grade issues or comparable fixed rate
securities, and may not always follow this pattern.


4.  HOW DOES A FUND MANAGE INTEREST RATE RISK?

     The portfolio managers may vary the average-weighted effective maturity of
a portfolio to reflect their analysis of interest rate trends and other factors.
Each Fund's average-weighted effective maturity will tend to be shorter when the
portfolio managers expect interest rates to rise and longer when the portfolio
managers expect interest rates to fall. The Funds may also use futures, options,
and other derivatives to manage interest rate risk.

5.  WHAT IS MEANT BY "AVERAGE-WEIGHTED EFFECTIVE MATURITY"?

     The stated maturity of a bond is the date when the issuer must repay the
bond's entire principal value to an investor. Some types of bonds may also have
an "effective maturity" that is shorter than the stated date due to prepayment
or call provisions. Securities without prepayment or call provisions generally
have an effective maturity equal to their stated maturity. Average-weighted
effective maturity is calculated by averaging the effective maturity of bonds
held by a Fund with each effective maturity "weighted" according to the
percentage of net assets that it represents.


                                       12



6.  WHAT IS MEANT BY "DURATION"?

     A bond's duration indicates the time it will take investors to recoup their
investment. Unlike average maturity, duration reflects both principal and
interest payments. Generally, the higher the coupon rate on a bond, the lower
its duration will be. The duration of a bond portfolio is calculated by
averaging the duration of bonds held by a Fund with each duration "weighted"
according to the percentage of net assets that it represents. Because duration
accounts for interest payments, a Fund's duration is usually shorter than its
average maturity.

RISKS


     Because each Fund invests substantially all of its assets in fixed-income
securities or income-generating securities, it is subject to risks such as
credit risk and interest rate risk. A Fund's performance may also be affected by
risks of certain types of investments, such as foreign (non-U.S.) securities and
derivative instruments.


     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.


                                       13



1.  ARE THERE SPECIAL RISKS ASSOCIATED WITH INVESTMENTS IN HIGH-YIELD/HIGH-RISK
    BONDS?

     High-yield/high-risk bonds (or "junk" bonds) are bonds rated below
investment grade by the primary rating agencies such as Standard & Poor's,
Fitch, and Moody's or are unrated bonds of similar quality. The value of lower
quality bonds generally is more dependent on credit risk and default risk than
investment grade bonds. Issuers of high-yield/high-risk bonds may not be as
strong financially as those issuing bonds with higher credit ratings and are
more vulnerable to real or perceived economic changes, political changes, or
adverse developments specific to the issuer. In addition, the junk bond market
can experience sudden and sharp price swings.

     The secondary market on which high-yield securities are traded may be less
liquid than the market for investment grade securities. The lack of a liquid
secondary market may have an adverse impact on the market price of the security.
Secondary markets for high-yield securities are less liquid than the market for
investment grade securities; therefore, it may be more difficult to value the
securities because valuation may require more research, and elements of judgment
may play a larger role in the valuation because there is less reliable,
objective data available.

     Because each Fund may invest without limit in high-yield/high-risk bonds,
investors should be willing to tolerate a corresponding increase in the risk of
significant and sudden changes in NAV.

     Please refer to the "Explanation of Rating Categories" section of JAD High-
Yield Fund's Prospectus for a description of bond rating categories.

2.  WHAT IS MEANT BY "CREDIT QUALITY" AND WHAT ARE THE RISKS ASSOCIATED WITH IT?


     Credit quality measures the likelihood that the issuer or borrower will
meet its obligations on a bond. One of the fundamental risks is credit risk,
which is the risk that an issuer will be unable to make principal and interest
payments when due, or default on its obligations. This may negatively impact a
Fund's returns and yield. U.S. Government securities are generally considered to
be the safest type of investment in terms of credit risk. Municipal obligations
generally rank between U.S. Government securities and corporate debt securities
in terms of credit safety. Corporate debt securities, particularly those rated
below investment grade, present the highest credit risk.


3.  HOW IS CREDIT QUALITY MEASURED?


     Many fixed-income securities receive credit ratings from services such as
Standard & Poor's, Fitch, and Moody's. These services assign ratings to
securities by assessing the likelihood of issuer default. The lower a bond issue
is rated by an agency, the more credit risk it is considered to represent. Lower
rated instruments and securities generally pay interest at a higher rate to
compensate for the associated greater risk. Interest rates can fluctuate in
response to economic or market conditions which can result in fluctuation in the
price of a security and impact your return and yield. If a security has not
received a rating, the Funds must rely upon Janus Capital's credit


                                       14







assessment, which can also impact the Funds' return and yield. Please refer to
the "Explanation of Rating Categories" section of JAD High-Yield Fund's
Prospectus for a description of bond rating categories.


4.  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.


                                       15



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.


6.  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.

GENERAL PORTFOLIO POLICIES


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


CASH POSITION

     The Funds may not always stay fully invested. For example, when the
portfolio managers believe that market conditions are unfavorable for profitable
investing, or when they are otherwise unable to locate attractive investment
opportunities, a Fund's cash or similar investments may increase. In other
words, cash or similar investments generally are a residual - they represent the
assets that remain after a Fund has committed available assets to desirable
investment opportunities. When a Fund's investments in cash or similar
investments increase, it may not participate in market advances or declines to
the same extent that it would if the Fund remained more fully invested. To the
extent a Fund invests its uninvested cash through a sweep program, it is subject
to the risks of the account or fund into which it is investing, including
liquidity issues that may delay the Fund from accessing its cash.

     In addition, a Fund may temporarily increase its cash position under
certain unusual circumstances, such as to protect its assets or maintain
liquidity in certain circumstances, for example, to meet unusually large
redemptions. A Fund's cash

                                       16



position may also increase temporarily due to unusually large cash inflows.
Under unusual circumstances such as these, a Fund may invest up to 100% of its
assets in cash or similar investments. In this case, the Fund may take positions
that are inconsistent with its investment objective. As a result, the Fund may
not achieve its investment objective.

PORTFOLIO TURNOVER

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

     Due to the nature of the securities in which each Fund invests, it may have
relatively high portfolio turnover compared to other funds.

     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

                                       17







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:

     - equity securities
     - other debt securities
     - exchange-traded funds
     - pass-through securities including mortgage- and asset-backed securities
       and mortgage dollar rolls (without limit)
     - zero coupon, pay-in-kind, and step coupon securities (without limit)
     - 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

     - bank loans, which may be acquired through loan participations and
       assignments (no more than 20% of each Fund's total assets)

     - entering into transactions to manage a Fund's realization of capital
       gains and to offset such realization of capital gains with capital losses
       where the portfolio managers believe it is appropriate; such techniques
       may result in increased transaction costs paid by a Fund and may be
       limited under the Internal Revenue Code and related regulations

MORTGAGE- AND ASSET-BACKED SECURITIES

     Each Fund may purchase fixed or variable rate mortgage-backed securities
issued by the Government National Mortgage Association ("Ginnie Mae"), the
Federal National Mortgage Association ("Fannie Mae"), the Federal Home Loan
Mortgage Corporation ("Freddie Mac"), or other governmental or government-
related entities.

                                       18







Fannie Maes and Freddie Macs are not backed by the full faith and credit of the
U.S. Government. Each Fund may purchase other mortgage- and asset-backed
securities through single- and multi-seller conduits, collateralized debt
obligations, structured investment vehicles, and other similar securities.
Asset-backed securities may be backed by automobile loans, equipment leases,
credit card receivables, or other collateral. In the event the underlying
securities fail to perform, these investment vehicles could be forced to sell
the assets and recognize losses on such assets, which could impact a Fund's
yield and your return.


     Unlike traditional debt instruments, payments on these securities include
both interest and a partial payment of principal. Prepayments of the principal
of underlying loans may shorten the effective maturities of these securities and
may result in a Fund having to reinvest proceeds at a lower interest rate.

     In addition to prepayment risk, investments in mortgage-backed securities,
including those comprised of subprime mortgages, and investments in other asset-
backed securities comprised of under-performing assets may be subject to a
higher degree of credit risk, valuation risk, and liquidity risk.

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


                                       19







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

                                       20







Board of Trustees, certain restricted securities that are determined to be
liquid will not be counted toward this 15% limit.


SPECIAL SITUATIONS

     Each Fund may invest in companies that demonstrate special situations or
turnarounds, meaning companies that have experienced significant business
problems but are believed to have favorable prospects for recovery. For example,
a special situation or turnaround may arise when, in the opinion of a Fund's
portfolio managers, the securities of a particular issuer will be recognized by
the market and appreciate in value due to a specific development with respect to
that issuer. Special situations may include significant changes in a company's
allocation of its existing capital, a restructuring of assets, or a redirection
of free cash flow. For example, issuers undergoing significant capital changes
may include companies involved in spin-offs, sales of divisions, mergers or
acquisitions, companies emerging from bankruptcy, or companies initiating large
changes in their debt to equity ratio. Companies that are redirecting cash flows
may be reducing debt, repurchasing shares, or paying dividends. Special
situations may also result from: (i) significant changes in industry structure
through regulatory developments or shifts in competition; (ii) a new or improved
product, service, operation, or technological advance; (iii) changes in senior
management or other extraordinary corporate event; (iv) differences in market
supply of and demand for the security; or (v) significant changes in cost
structure. A Fund's performance could suffer from its investments in "special
situations."

COMPARISON OF FEES AND EXPENSES


     The types of expenses currently paid by each class of shares of JAD High-
Yield Fund are the same types of expenses to be paid by the corresponding share
classes of JIF High-Yield Fund. Currently, the Funds have similar investment
advisory agreements and the same advisory fee breakpoint schedule, 0.65% per
annum of each Fund's average daily net assets for the first $300 million, and
0.55% per annum of each Fund's average daily net assets over $300 million.


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 High-Yield Fund versus JIF High-Yield Fund, and
show the projected ("pro forma") estimated fees and expenses of JIF High-Yield
Fund, assuming consummation of the Reorganization as of October 31, 2008. Fees
and expenses shown for JAD High-Yield 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 High-Yield 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 High-Yield Fund and October 31, 2008 for
JIF High-Yield Fund. Total net


                                       21







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 High-Yield
Fund and those projected for JIF High-Yield 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 High-Yield
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 High-Yield 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 High-Yield Fund post-
Reorganization has an annual investment advisory fee rate based on a breakpoint
schedule of 0.65% on the first $300 million of the average daily closing net
asset value, and 0.55% on assets in excess of $300 million. 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 High-
Yield Fund, Janus Capital reduces its investment advisory fee rate paid by JAD
High-Yield Fund by the amount by which the total annual fund operating expenses
allocated to any class of the Fund exceed 0.90% 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 has a similar expense
limitation for JIF


                                       22







High-Yield Fund and 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 High-Yield Fund by the
amount, if any, the total annual fund operating expenses allocated to any class
exceed 0.78% 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 High-Yield Fund, as shown in
the fee table, does not include any fee waivers. Changes to expenses and asset
levels of both JAD High-Yield Fund and JIF High-Yield Fund at the time of the
Reorganization could trigger application of JIF High-Yield Fund's expense limit
of 0.78% (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 High-Yield Fund.


SHAREHOLDER FEES


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


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




                                 CLASS A   CLASS C     CLASS I       CLASS R       CLASS S
                                 -------   -------   -----------   -----------   -----------
JAD HIGH-YIELD FUND /
JIF HIGH-YIELD FUND (PRO FORMA)
                                                                  
Maximum Sales Charge (load)
  Imposed on Purchases (as a %
  of offering price)...........   4.75%(3)    N/A         N/A           N/A           N/A
Maximum Deferred Sales Charge
  (load) (as a % of the lower
  of original purchase price or
  redemption proceeds).........    None(4)  1.00%(5)      N/A           N/A           N/A
Redemption Fee on Shares held
  for 90 days or less (as a %
  of amount redeemed)..........    None      None       2.00%(6)(7)   2.00%(6)(7)   2.00%(6)(7)
Exchange Fee...................    None      None        None(7)       None(7)       None(7)




--------

(1) JIF High-Yield 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 High-Yield Fund will be established to
    correspond with shares of JAD High-Yield 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.


                                       23



(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).
(6) The redemption fee may be waived in certain circumstances, as described in
    the Shareholder's Guide (attached hereto as Appendix C).
(7) An exchange of shares from each Fund held for 90 days or less may be subject
    to the 2.00% redemption fee.




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




                                                                                TOTAL
                                      DISTRIBUTION /               ACQUIRED     ANNUAL
                                          SERVICE                   FUND(5)      FUND
                          MANAGEMENT      (12B-1)        OTHER     FEES AND   OPERATING
                            FEE(2)        FEES(3)     EXPENSES(4)  EXPENSES  EXPENSES(6)
                          ----------  --------------  -----------  --------  -----------
                                                                        
JAD HIGH-YIELD FUND /
JIF HIGH-YIELD FUND (PRO FORMA ASSUMING CONSUMMATION OF THE REORGANIZATION)
Class A Shares
  Current...............     0.65%         0.25%          5.91%      0.01%       6.82%
  Pro Forma.............     0.61%         0.25%          0.11%      0.01%       0.98%
Class C Shares
  Current...............     0.65%         1.00%          5.94%      0.01%       7.60%
  Pro Forma.............     0.61%         1.00%          0.11%      0.01%       1.73%
Class I Shares
  Current...............     0.65%          N/A           5.89%      0.01%       6.55%
  Pro Forma.............     0.61%          N/A           0.12%      0.01%       0.74%
Class R Shares
  Current...............     0.65%         0.50%          6.13%      0.01%       7.29%
  Pro Forma.............     0.61%         0.50%          0.35%      0.01%       1.47%
Class S Shares
  Current...............     0.65%         0.25%          6.13%      0.01%       7.04%
  Pro Forma.............     0.61%         0.25%          0.35%      0.01%       1.22%



--------


 *  As of July 31, 2008, total net assets (rounded to millions) were $3.6 for
    JAD High-Yield Fund. As of October 31, 2008, total net assets (rounded to
    millions) were $381.3 for JIF High-Yield 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. The Management Fee includes breakpoints that are based upon
    net asset levels.

(3) Includes a shareholder servicing fee of up to 0.25% for Class C Shares.
    Because the 12b-1 fee is charged as an ongoing fee, over time the fee will
    increase the cost of your investment and may cost you more than paying other
    types of sales charges.
(4) For Class A Shares, Class C Shares, and Class I Shares, Other Expenses may
    include administrative, networking, or omnibus positioning fees charged by
    intermediaries with respect to processing orders in Fund shares. For Class R
    Shares and Class S Shares, Other Expenses include an administrative services
    fee of 0.25% of the average daily net assets of each class to compensate
    Janus Services LLC for providing, or arranging for the provision of,
    recordkeeping, subaccounting, and administrative services to retirement plan
    participants, pension plan participants, or other underlying investors
    investing through institutional channels.
(5) "Acquired Fund" means any underlying fund (including, but not limited to,
    exchange-traded funds) in which a Fund invests or has invested during the
    period. A Fund's "ratio of gross expenses to average net assets" appearing
    in the Financial Highlights tables in the Fund's current prospectus does not
    include Acquired Fund Fees and Expenses and may not correlate to the Total
    Annual Fund Operating Expenses shown in the table above.


                                       24







(6) Total Annual Fund Operating Expenses do not reflect the application of
    contractual expense waivers by Janus Capital. Janus Capital has
    contractually agreed to waive the total annual fund operating expenses of
    (i) JAD High-Yield Fund and (ii) assuming the consummation of the
    Reorganization, JIF High-Yield 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 0.90% and 0.78%, 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
    High-Yield 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:


    
    
                              JAD HIGH-YIELD FUND   JIF HIGH-YIELD FUND (PRO FORMA)
                              -------------------   -------------------------------
                                              
    Class A.................          1.20%                       0.98%
    Class C.................          1.95%                       1.73%
    Class I.................          0.95%                       0.74%
    Class R.................          1.70%                       1.47%
    Class S.................          1.45%                       1.22%
    


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 High-Yield Fund and in JIF High-Yield Fund
after the Reorganization with the cost of investing in other mutual funds. The
examples assume that you invest $10,000 in JAD High-Yield Fund and in JIF High-
Yield 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


                                       25



costs may be higher or lower, based upon these assumptions your costs would be
as follows:

IF YOU REDEEM YOUR SHARES:



                                 1 YEAR(1)(2)(3)   3 YEARS(1)(4)   5 YEARS(1)(4)   10 YEARS(1)(4)
                                 ---------------   -------------   -------------   --------------
                                                                       
JAD HIGH-YIELD FUND /
JIF HIGH-YIELD FUND (PRO FORMA ASSUMING CONSUMMATION OF THE REORGANIZATION)
  Class A Shares
     Current..................        $1,119           $2,371          $3,578          $6,410
     Pro Forma................        $  570           $  772          $  991          $1,619
  Class C Shares
     Current..................        $  850           $2,192          $3,561          $6,682
     Pro Forma................        $  276           $  545          $  939          $2,041
  Class I Shares
     Current..................        $  650           $1,920          $3,150          $6,064
     Pro Forma................        $   76           $  237          $  411          $  918
  Class R Shares
     Current..................        $  721           $2,113          $3,442          $6,507
     Pro Forma................        $  150           $  465          $  803          $1,757
  Class S Shares
     Current..................        $  697           $2,048          $3,345          $6,362
     Pro Forma................        $  124           $  387          $  670          $1,477



IF YOU DO NOT REDEEM YOUR SHARES:



                                              3        5        10
                                    1       YEAR-    YEAR-    YEAR-
                                 YEAR(1)    S(1)     S(1)      S(1)
                                 -------   ------   ------   -------
                                                 
JAD HIGH-YIELD FUND /
JIF HIGH-YIELD FUND (PRO FORMA ASSUMING CONSUMMATION OF THE
  REORGANIZATION)
  Class A Shares
     Current..................    $1,119   $2,371   $3,578    $6,410
     Pro Forma................    $  570   $  772   $  991    $1,619
  Class C Shares
     Current..................    $  750   $2,192   $3,561    $6,682
     Pro Forma................    $  176   $  545   $  939    $2,041
  Class I Shares
     Current..................    $  650   $1,920   $3,150    $6,064
     Pro Forma................    $   76   $  237   $  411    $  918
  Class R Shares
     Current..................    $  721   $2,113   $3,442    $6,507
     Pro Forma................    $  150   $  465   $  803    $1,757
  Class S Shares
     Current..................    $  697   $2,048   $3,345    $6,362
     Pro Forma................    $  124   $  387   $  670    $1,477





                                       26



--------

(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
High-Yield Fund does not currently have Class A, Class C, Class I, Class R and
Class S Shares, information shown for JIF High-Yield Fund is based on a share
class that has different fees and expenses than share classes of JAD High-Yield
Fund and does not represent the performance of your current share class. The
table following the charts shows how the performance of each Fund compares to a
broad-based market index (which, unlike the Funds, does not have any fees or
expenses). Each Fund's performance is compared to the Barclays Capital U.S.
Corporate High-Yield Bond Index (formerly named Lehman Brothers U.S. Corporate
High-Yield Bond Index). After the Reorganization, it is expected that JIF High-
Yield Fund will continue to compare its performance to the Barclays Capital U.S.
Corporate High-Yield Bond Index (formerly named Lehman Brothers U.S. Corporate
High-Yield Bond Index). The index is not actively managed and is not available
for direct investment. All figures assume reinvestment of dividends and
distributions. For certain periods, the Funds' performance may reflect the
effect of expense waivers. Without the effect of these waivers, the performance
shown would have been lower. The performance of the Funds and the index varies
over time. Of course, a Fund's past performance (before and after taxes) is not
necessarily an indication of future performance.



                                       27



  JAD HIGH-YIELD FUND - CLASS S


                                                                                         
   Annual returns for periods ended 12/31
                                                                               10.42%     1.24%   (17.63)%
                                                                                2006      2007      2008

   Best Quarter:  4th-2006 3.93%     Worst Quarter:  4th-2008 (11.43)%

  
  


  The Fund's year-to-date return as of the calendar quarter ended March 31, 2009
  was 2.30%.

  JIF HIGH-YIELD FUND


                                                                    
   Annual returns for periods ended 12/31
          5.54%     2.50%     4.59%     2.56%    16.04%     9.42%     2.77%    11.10%     1.35%   (19.32)%
          1999      2000      2001      2002      2003      2004      2005      2006      2007      2008

   Best Quarter:  4th-2001 5.46%     Worst Quarter:  4th-2008 (12.96)%

  
  


  The Fund's year-to-date return as of the calendar quarter ended March 31, 2009
  was 4.05%.


                                       28



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




                                                                        SINCE
                                   1 YEAR(1)   5 YEARS   10 YEARS   INCEPTION(2)
                                   ---------   -------   --------   ------------
                                                        
JAD HIGH-YIELD FUND
  Class S Shares
     Return Before Taxes.........   (17.63)%      N/A       N/A        (2.43)%
     Return After Taxes on
       Distributions.............   (20.30)%      N/A       N/A        (4.94)%
     Return After Taxes on
       Distributions and Sale of
       Fund Shares(3)............   (11.27)%      N/A       N/A        (3.29)%
  Class A Shares
     Return Before Taxes(4)......   (21.32)%      N/A       N/A        (3.58)%
  Class C Shares
     Return Before Taxes.........   (18.71)%      N/A       N/A        (2.43)%
  Class I Shares(5)
     Return Before Taxes.........   (17.13)%      N/A       N/A        (2.67)%
  Class R Shares
     Return Before Taxes.........   (17.75)%      N/A       N/A        (2.43)%
  Barclays Capital U.S. Corporate
     High-Yield Bond Index(6)
     (reflects no deduction for
     expenses, fees, or taxes)...   (26.16)%   (0.80)%     2.17%       (4.94)%
JIF HIGH-YIELD FUND
  Return Before Taxes............   (19.32)%     0.43%     3.24%         5.42%
  Return After Taxes on
     Distributions...............   (21.91)%   (2.20)%     0.38%         2.22%
  Return After Taxes on
     Distributions and Sale of
     Fund Shares(3)..............   (12.33)%   (0.97)%     1.13%         2.76%
  Barclays Capital U.S. Corporate
     High-Yield Bond Index(6)
     (reflects no deduction for
     expenses, fees, or taxes)...   (26.16)%   (0.80)%     2.17%         3.61%




--------

 (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 of JAD High-
     Yield Fund is August 1, 2005, and the inception date for JIF High-Yield
     Fund is December 29, 1995.

 (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 Barclays Capital U.S. Corporate High-Yield Bond Index (formerly named
     Lehman Brothers U.S. Corporate High-Yield Bond Index) is composed of fixed-
     rate, publicly issued, non-investment grade debt. Pursuant to an
     acquisition, the Lehman Brothers indices were acquired by Barclays Capital.


                                       29



     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 High-Yield
Fund will have substantially similar class characteristics as the Class A, Class
C, Class I, Class R and Class S Shares of JAD High-Yield Fund, respectively. JIF
High-Yield 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 High-Yield Fund will be established to correspond with shares of JAD
High-Yield 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 High-
Yield Fund and JIF High-Yield 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 High-Yield 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 High-Yield 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 High-Yield Fund will continue to be subject to
the same procedures and receive the same services as shareholders of JIF High-
Yield Fund, as they currently do as shareholders of JAD High-Yield 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.



                                       30



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 High-Yield
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
High-Yield 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 High-Yield 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 High-
Yield 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 High-Yield Fund's acquisition of all or
substantially all of the assets of JAD High-Yield Fund in exchange solely for
shares of JIF High-Yield Fund and the assumption by JIF High-Yield Fund of all
of JAD High-Yield 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
High-Yield Fund; and (iii) the complete liquidation of JAD High-Yield Fund.


     The value of JAD High-Yield Fund's assets to be acquired and the amount of
its liabilities to be assumed by JIF High-Yield Fund and the NAV of a share of
JAD High-Yield Fund will be determined as of the close of regular trading on the
NYSE on the Closing Date, after the declaration by JAD High-Yield Fund of
distributions, if any on the Closing Date, and will be determined in accordance
with the valuation methodologies described in JAD High-Yield 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


                                       31







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 High-Yield Fund will
distribute pro rata to its shareholders of record the shares of JIF High-Yield
Fund it receives in the Reorganization, so that each shareholder of JAD High-
Yield Fund will receive a number of full and fractional shares of JIF High-Yield
Fund approximately equal in value to his or her holdings in JAD High-Yield Fund,
and JAD High-Yield Fund will be liquidated.



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

                                       32



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

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

      (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.



                                       33



      (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 advisory fee structure (excluding any fee
          waivers) in accordance with which the advisory fee rate paid by each
          Fund to Janus Capital is 0.65% per annum of each Fund's average daily
          net assets for the first $300 million, and 0.55% per annum of each
          Fund's average daily net assets over $300 million.


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

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

     (13) JAD High-Yield 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 High-Yield Fund will be equal
          to the full and fractional value of their JAD High-Yield 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 High-Yield Fund and JIF High-Yield 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

                                       34



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 High-Yield
       Fund solely in exchange for shares of JIF High-Yield Fund and the
       assumption by JIF High-Yield Fund of all liabilities of JAD High-Yield
       Fund, and the distribution of such shares to the shareholders of JAD
       High-Yield Fund, will constitute a "reorganization" within the meaning of
       Section 368(a) of the Code;

     - no gain or loss will be recognized by JAD High-Yield Fund on the transfer
       of the assets of JAD High-Yield Fund to JIF High-Yield Fund in exchange
       for JIF High-Yield Fund shares or the assumption by JIF High-Yield Fund
       of all liabilities of JAD High-Yield Fund or upon the distribution of JIF
       High-Yield Fund shares to JAD High-Yield Fund shareholders in exchange
       for their shares of JAD High-Yield Fund;

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

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


                                       35



such shareholder acquires and the tax basis of such shareholder's JAD High-Yield
Fund shares.

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


     As of July 31, 2008, JAD High-Yield Fund had accumulated capital loss
carryforwards of $27,476. After the Reorganization, these losses may be
available to JIF High-Yield Fund, which had accumulated capital loss
carryforwards of $75,320,374, as of October 31, 2008. The final amount of the
accumulated capital loss carryforwards for JAD High-Yield Fund and JIF High-
Yield 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 High-Yield 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.



                                       36



CAPITALIZATION

     The following table shows, on an unaudited basis, the capitalization as of
October 31, 2008 for JAD High-Yield Fund and JIF High-Yield Fund, as well as pro
forma capitalization giving effect to the Reorganization:




                                                                         JIF HIGH-YIELD FUND
                             JAD HIGH-       JIF HIGH-                     (PRO FORMA AFTER
                           YIELD FUND(1)   YIELD FUND(2)   ADJUSTMENTS    REORGANIZATION)(2)
                           -------------   -------------   -----------   -------------------
                                                             
CLASS A
Net Assets..............     $1,830,142              N/A     $    --         $  1,830,142
Net Asset Value Per
  Share.................     $     7.31              N/A     $ (0.37)        $       6.94
Shares Outstanding......        250,451              N/A      13,258              263,709
CLASS C
Net Assets..............     $  955,388              N/A     $    --         $    955,388
Net Asset Value Per
  Share.................     $     7.31              N/A     $ (0.37)        $       6.94
Shares Outstanding......        130,742              N/A       6,922              137,664
CLASS I
Net Assets..............     $   93,538              N/A     $    --         $     93,538
Net Asset Value Per
  Share.................     $     7.31              N/A     $ (0.37)        $       6.94
Shares Outstanding......         12,801              N/A         677               13,478
CLASS R
Net Assets..............     $  564,189              N/A     $    --         $    564,189
Net Asset Value Per
  Share.................     $     7.31              N/A     $ (0.37)        $       6.94
Shares Outstanding......         77,279              N/A       4,016               81,295
CLASS S
Net Assets..............     $  570,189              N/A     $    --         $    570,189
Net Asset Value Per
  Share.................     $     7.31              N/A     $ (0.37)        $       6.94
Shares Outstanding......         78,014              N/A       4,146               82,160
JIF HIGH-YIELD FUND
Net Assets..............            N/A     $381,290,364     $    --         $381,290,364
Net Asset Value Per
  Share.................            N/A     $       6.94     $    --         $       6.94
Shares Outstanding......            N/A       54,922,379                       54,922,379




--------

(1) JAD High-Yield Fund currently offers Class A, Class C, Class I, Class R and
    Class S Shares.
(2) JIF High-Yield 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 High-Yield 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 High-Yield 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.


                                       37



     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).


                                       38



     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 0.65%
per annum of the Fund's average daily net assets for the first $300 million, and
0.55% per annum of the


                                       39







Fund's average daily net assets over $300 million. 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 High-
Yield 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).





                            AVERAGE DAILY NET   CONTRACTUAL INVESTMENT   ACTUAL INVESTMENT
                             ASSETS OF FUND          ADVISORY FEE           ADVISORY FEE
                           ------------------   ----------------------   -----------------
                                                                
JAD HIGH-YIELD FUND......  First $300 Million            0.65%                  0.00%(1)(2)
                            Over $300 Million            0.55%
JIF HIGH-YIELD FUND......  First $300 Million            0.65%                  0.60%(3)(4)(5)
                            Over $300 Million            0.55%




--------


(1) 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 0.90% 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.


(2) For the fiscal year ended July 31, 2008, the Fund did not pay Janus Capital
    any investment advisory fees (net of waivers), because the Fund's fee waiver
    exceeded the investment advisory fee.

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

(4) Janus Capital has agreed to limit the Fund's total annual fund operating
    expenses (excluding brokerage commissions, interest, dividends, taxes, and
    extraordinary expenses including, but not limited to, acquired fund fees and
    expenses) during the fiscal year to 0.90%, subject to termination upon the
    launch of new share classes into the Fund, which occurs in connection with
    the Reorganization. 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. Janus Capital has agreed to
    limit the Fund's total annual fund operating expenses post-Reorganization as
    described in this Prospectus/Information Statement.

(5) 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.


     The basis for the Trustees' approval of the current investment advisory
agreement for JAD High-Yield Fund is included in JAD High-Yield 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 High-
Yield Fund is currently not


                                       40







available to shareholders, but will be included in JIF High-Yield 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 High-Yield Fund, please refer to JIF High-
Yield 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 High-Yield 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 High-Yield 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

     Gibson Smith and Darrell Watters jointly share responsibility for the day-
to-day management of the Funds, with no limitation on the authority of one co-
portfolio manager in relation to the other.


                                       41






     GIBSON SMITH is Co-Chief Investment Officer of Janus Capital. He is
Executive Vice President and Co-Portfolio Manager of JAD High-Yield Fund, which
he has managed or co-managed since inception and JIF High-Yield Fund, which he
has managed or co-managed since 2003. Mr. Smith is also Portfolio Manager of
other Janus accounts. He joined Janus Capital in 2001 as a fixed-income analyst.
He holds a Bachelor's degree in Economics from the University of Colorado.



     DARRELL WATTERS is Executive Vice President and Co-Portfolio Manager of JAD
High-Yield Fund and JIF High-Yield Fund, each of which he has co-managed since
July 2008. Mr. Watters is also Portfolio Manager of other Janus accounts and
performs duties as a fixed-income analyst. He joined Janus Capital in 1993 as a
municipal bond trader. Mr. Watters holds a Bachelor's degree in Economics from
Colorado State University.


     JIF High-Yield Fund's Statement of Additional Information dated February
27, 2009, and JAD High-Yield 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. Smith's and Mr. Watters'
compensation, as well as their management of other accounts and ownership of
Fund securities.




SECURITIES TO BE ISSUED, KEY DIFFERENCES IN SHAREHOLDER RIGHTS



     JAD High-Yield 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 High-Yield 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.



                     JAD HIGH-YIELD FUND                                            JIF HIGH-YIELD 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                                           asset value standing in



                                       42





                     JAD HIGH-YIELD FUND                                            JIF HIGH-YIELD FUND
                     -------------------                                            -------------------
                                                            
votes for fractional shares held) in such shareholder's name   such shareholder's name on the books of the JIF Trust (and a
on the books of the JAD Trust.                                 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.

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.




                                       43





                     JAD HIGH-YIELD FUND                                            JIF HIGH-YIELD FUND
                     -------------------                                            -------------------
                                                            
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 corporation for profit incorporated in the State of    personally bound and no payment demand made on any
Delaware.                                                      shareholder except as agreed to by the shareholder.

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

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

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

There is no requirement that shareholders receive prior        Prior to giving effect to any such authorization of
notice of any consolidation, merger or transfer.               consolidation, merger or transfer,



                                       44





                     JAD HIGH-YIELD FUND                                            JIF HIGH-YIELD FUND
                     -------------------                                            -------------------
                                                            
                                                               shareholders of the relevant series or class must be
                                                               notified.



                             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 High-Yield
Fund and the initial share class of JIF High-Yield Fund:



    
    
                                         TOTAL NUMBER
                                           OF SHARES
    FUND                                  OUTSTANDING    NET ASSETS
    ----                                 ------------   ------------
                                                  
    JAD High-Yield Fund
    - Class A Shares...................    2,839,658    $ 19,849,206
    - Class C Shares...................    2,256,746    $ 15,774,655
    - Class I Shares...................      153,606    $  1,075,239
    - Class R Shares...................       93,591    $    654,200
    - Class S Shares...................      175,020    $  1,223,391
    TOTAL..............................    5,518,621    $ 38,576,691
    JIF High-Yield Fund................   70,189,947    $480,801,134
    




     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.





NAME OF FUND                                NAME AND ADDRESS OF                 NUMBER OF   PERCENT OF
AND CLASS                                     BENEFICIAL OWNER                   SHARES        FUND
------------                   ---------------------------------------------   ----------   ----------
                                                                                   
JAD High-Yield Fund
  -- Class A Shares..........  Charles Schwab & Co. Inc.                        1,570,348      55.30%
                               Special Custody Account
                               FBO Institutional Client Accounts San
                               Francisco, CA

                               Merrill Lynch Pierce Fenner & Smith Inc. For       322,546      11.36%
                               The Sole Benefit Of Customers Jacksonville,
                               FL

JAD High-Yield Fund
  - Class C Shares...........  Citigroup Global Markets                           453,448      20.09%
                               House Account
                               Owings Mills, MD




                                       45






NAME OF FUND                                NAME AND ADDRESS OF                 NUMBER OF   PERCENT OF
AND CLASS                                     BENEFICIAL OWNER                   SHARES        FUND
------------                   ---------------------------------------------   ----------   ----------
                                                                                   

                               Merrill Lynch Pierce Fenner & Smith Inc. For       229,085      10.15%
                               The Sole Benefit Of Customers Jacksonville,
                               FL

                               Pershing LLC                                       191,672       8.49%
                               Jersey City, NJ

JAD High-Yield Fund
  - Class I Shares...........  Citigroup Global Markets Inc                       101,487      66.07%
                               A/C 00109801250
                               New York, NY

                               Janus Capital Group Inc                             13,008       8.47%*
                               Denver, CO

                               Pershing LLC                                        12,961       8.44%
                               Jersey City, NJ

                               Charles Schwab & Co. Inc.                           11,122       7.24%
                               Exclusive Benefit Of Our Customers Reinvest
                               Account
                               San Francisco, CA

JAD High-Yield Fund
  - Class R Shares...........  Janus Capital Management LLC                        83,339      89.05%*
                               Denver, CO

                               Counsel Trust DBA MATC                               8,042       8.59%
                               FBO Engineering Surveys & Services
                               401K Plan
                               Pittsburgh, PA

JAD High-Yield Fund
  - Class S Shares...........  Janus Capital Management LLC                        84,089      48.05%*
                               Denver, CO

JIF High-Yield Fund..........  Charles Schwab & Co., Inc.                      21,457,422      30.57%
                               Exclusive Benefit of Our Customers Reinvest
                               Account
                               San Francisco, CA


                               National Financial Services Corp.               12,912,891      18.40%
                               For the Exclusive Benefit of Our Customers
                               New York, NY




--------


*   This ownership represents seed capital that Janus Capital or an affiliate
    provided for the Fund.



     To the best knowledge of the Trusts, the percentage of each applicable
class of JIF High-Yield 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


                                       46



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 High-Yield Fund and JIF High-Yield 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


                                       47



                                                                      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.


                                       A-8



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

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

                      
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:






                                       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 Fund may have to
reinvest the proceeds from the securities at a lower rate. Potential

                                       B-2



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.

     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.


                                       B-3



     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. 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.


                                       B-4



     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 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.


                                       B-5



     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 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.


                                       B-6



     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.

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


                                       B-7



                                                                      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 High-
Yield Fund (the "JIF High-Yield Fund"), a series of Janus Investment Fund (the
"Trust"). JIF High-Yield Fund currently does not offer shares of any of these
classes. However, upon consummation of the reorganization of Janus Adviser High-
Yield Fund with and into JIF High-Yield Fund (the "Reorganization"), JIF High-
Yield 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 High-Yield Fund currently only
offers one class of shares (the "Initial Class"), which is not offered in this
Prospectus/Information Statement. Please refer to JIF High-Yield Fund's
prospectus dated February 27, 2009 (the "JIF High-Yield 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 High-Yield 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 High-Yield 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 High-Yield 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 High-Yield 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 High-Yield Fund is available only to
U.S. citizens or residents.

PRICING OF JIF HIGH-YIELD 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 High-Yield 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 High-Yield 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 High-Yield 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 High-Yield 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 High-Yield
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 High-
Yield Fund or its agent by the close of the regular trading session of the NYSE.

     Securities held by JIF High-Yield 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
High-Yield 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,

                                       C-2



such as a natural disaster or significant governmental action; and (iii) a non-
significant event such as a market closing early or not opening, or a security
trading halt. JIF High-Yield 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 High-Yield 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 High-Yield Fund's
portfolio securities and the reflection of such change in JIF High-Yield 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 High-Yield Fund's valuation of a
security is different from the security's market value, short-term arbitrage
traders may dilute the NAV of JIF High-Yield Fund, which negatively impacts
long-term shareholders. JIF High-Yield 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 High-Yield
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 High-Yield Fund under the arrangements
made between your financial intermediary or plan sponsor and its customers. JIF
High-Yield 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 High-Yield 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.*




                        CLASS A             CLASS C             CLASS I         CLASS R          CLASS S
                   -----------------   -----------------   -----------------   ---------    -----------------
                                                                             
Initial sales      Up to 4.75%(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                2.00%(3)            2.00%(3)     2.00%(3)
Exchange fee       None                None                None(3)             None(3)      None(3)
Minimum initial    $2,500 for non-     $2,500 for non-     $1 million for      $2,500(4)    $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%(5)            None                0.50%        0.25%




--------

 *  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) Redemption Fee applies to Shares held for 90 days or less (as a % of amount
    redeemed). The redemption fee may be waived in certain circumstances as
    described the section titled "Redemptions - Redemption Fee" below. An
    exchange of Class I, Class R or Class S Shares from JIF High-Yield Fund held
    for 90 days or less may be subject to JIF High-Yield Fund's 2.00% redemption
    fee.

(4) 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.
(5) Up to 0.75% distribution fee and up to 0.25% shareholder servicing fee.


                                       C-4



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 High-Yield Fund may pay
Janus Distributors LLC, the Trust's distributor ("Janus Distributors"), a fee
for the sale and distribution of Class A Shares and Class C Shares at an annual
rate up to 0.25% and 1.00% of the average daily net assets of Class A Shares and
Class C Shares of JIF High-Yield 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 High-Yield 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 High-Yield 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 High-Yield 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 High-Yield 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 High-Yield 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.


                                       C-5



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 High-Yield 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 High-Yield Fund to Janus
Services LLC ("Janus Services"), which uses such fees to reimburse
intermediaries. Because the form and amount charged varies by intermediary, the
amount of the administrative fee borne by the class is an average of all fees
charged by intermediaries. In the event an intermediary receiving payments from
Janus Services on behalf of JIF High-Yield 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 High-Yield 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 High-Yield 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 High-
Yield 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 High-Yield 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 High-Yield Fund's behalf. As discussed under the
section titled "The Reorganization - Other Comparative Information about the
Funds" in this


                                       C-6



Prospectus/Information Statement, Janus Capital Management LLC ("Janus
Capital"), JIF High-Yield 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 High-Yield
Fund or that provide services in connection with investments in JIF High-Yield
Fund. You should consider such arrangements when evaluating any recommendation
of JIF High-Yield Fund.

     JIF High-Yield Fund reserves the right to reject any purchase order,
including exchange purchases, for any reason. JIF High-Yield Fund is not
intended for excessive trading. For more information about JIF High-Yield 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 High-Yield Fund account for non-retirement accounts and
$500 per JIF High-Yield 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 High-Yield 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 High-Yield 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.

                                       C-7



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

                                       C-8



lower than the amounts set forth in the table depending on whether there was a
downward or upward rounding.




                                            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............................         4.75%            4.99%
$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




--------

(1) Offering price includes the initial sales charge.
(2) Compared to Class C Shares, the sales charge and expense structure of Class
    A Shares may be more advantageous for investors purchasing more than
    $500,000 of JIF High-Yield 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 High-Yield Fund or certain other Janus
funds) with your current purchase of Class A Shares of JIF High-Yield 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 High-Yield 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

                                       C-9



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 High-Yield 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 High-Yield Fund shares, as JIF High-Yield Fund, its agents,
or your financial intermediary may not retain this information.

     RIGHT OF ACCUMULATION.  You may purchase Class A Shares of JIF High-Yield
Fund at a reduced sales charge determined by aggregating the dollar amount of
the new purchase (measured by the offering price) and the total prior day's net
asset value (net amount invested) of all Class A Shares of JIF High-Yield 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

                                      C-10



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 High-Yield Fund's shares, free of charge, and in a clear and
prominent format, at janus.com/breakpoints, and by following the appropriate
hyperlinks to the specific information.


COMMISSION ON CLASS C SHARES

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

EXCHANGES

     Contact your financial intermediary or consult your plan documents to
exchange into other funds in the Trust. 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 High-Yield 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 High-Yield 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 High-Yield 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 High-Yield Fund may make up to four round trips
       in JIF High-Yield Fund in a 12-month period, although JIF High-Yield 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 High-Yield Fund (by any means) followed by a purchase back
       into JIF High-Yield Fund (by any means). JIF High-Yield Fund will work
       with intermediaries to apply JIF High-

                                      C-11



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


REDEMPTIONS

     Redemptions, like purchases, of Class A, Class C, Class R and Class S
Shares may generally be effected only through retirement plans, broker-dealers,
and financial intermediaries. Please contact your financial intermediary or
refer to the appropriate plan documents for details.

     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 High-Yield Fund may be redeemed on any business day on which
JIF High-Yield 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
High-Yield Fund or its agent. Redemption proceeds, less any applicable CDSC for
Class A Shares and Class C Shares, or less any applicable redemption fee for
Class I Shares, Class R Shares and Class S 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 High-Yield Fund reserves the right to annually request that
intermediaries close JIF High-Yield 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

                                      C-12



minimum to avoid having your account closed. In addition, if you hold Class I
Shares directly with JIF High-Yield Fund, you may receive written notice prior
to the closure of your JIF High-Yield 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 High-Yield 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 High-Yield Fund is required to redeem shares solely for
cash up to the lesser of $250,000 or 1% of the NAV of JIF High-Yield Fund during
any 90-day period for any one shareholder. Should redemptions by any shareholder
exceed such limitation, JIF High-Yield Fund will have the option of redeeming
the excess in cash or in-kind. In-kind payment means payment will be made in
portfolio securities rather than cash. If this occurs, the redeeming shareholder
might incur brokerage or other transaction costs to convert the securities to
cash.


SYSTEMATIC WITHDRAWAL PLAN

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

     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 High-Yield 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

                                      C-13



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 High-Yield Fund dividends or distributions;
     - The portion of the redemption representing appreciation as a result of an
       increase in NAV above the total amount of payments for Class A Shares or
       Class C Shares during the period during which the CDSC applied; or
     - If JIF High-Yield 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.

REDEMPTION FEE - CLASS I, CLASS R AND CLASS S SHARES

     Redemptions (and exchanges) of Class I, Class R and Class S Shares from JIF
High-Yield Fund held for 90 days or less may be subject to JIF High-Yield Fund's
redemption fee. The redemption fee is 2.00% of a shareholder's redemption
proceeds. This fee is paid to JIF High-Yield Fund rather than Janus Capital, and
is designed to deter excessive short-term trading and to offset the brokerage
commissions, market impact, and other costs associated with changes in JIF High-
Yield Fund's asset level and cash flow due to short-term money movements in and
out of JIF High-Yield Fund.

     Certain intermediaries have agreed to charge JIF High-Yield Fund's
redemption fee on their customers' accounts. In this case, the amount of the fee
and the holding period will generally be consistent with JIF High-Yield Fund's.
However, due to operational requirements, the intermediaries' methods for
tracking and calculating the fee may differ in some respects from JIF High-Yield
Fund's.


                                      C-14



     The redemption fee does not apply to certain types of accounts held through
intermediaries, including: (i) certain employer-sponsored retirement plans; (ii)
certain broker wrap fee and other fee-based programs; (iii) certain omnibus
accounts where the omnibus account holder does not have the operational
capability to impose a redemption fee on its underlying customers' accounts; and
(iv) certain intermediaries that do not have or report to JIF High-Yield Fund
sufficient information to impose a redemption fee on their customers' accounts.

     In addition, the redemption fee does not apply to: (i) premature
distributions from retirement accounts that are exempt from IRS penalty due to
the disability of or medical expenses incurred by the shareholder; (ii) required
minimum distributions from retirement accounts; (iii) return of excess
contributions in retirement accounts; (iv) redemptions resulting in the
settlement of an estate due to the death of the shareholder; (v) redemptions by
participants of an employer-sponsored automatic enrollment 401(k) plan who
properly elect a refund of contributions within 90 days of being automatically
enrolled in such plan; (vi) involuntary redemptions imposed by Janus Capital;
and (vii) reinvested distributions (dividends and capital gains). When
cooperation from a financial intermediary is necessary to impose a redemption
fee on its customers' accounts, different or additional exemptions may be
applied by the financial intermediary.

     Redemption fees may be waived under certain circumstances involving
involuntary redemptions imposed by intermediaries. Contact your financial
intermediary (or a Janus representative (1-800-333-1181), if you are a holder of
Class I Shares and you hold Class I Shares directly with JIF High-Yield Fund),
or refer to your plan documents for more information on whether the redemption
fee is applied to your shares.

     In addition to the circumstances previously noted, JIF High-Yield Fund
reserves the right to waive the redemption fee at its discretion where it
believes such waiver is in the best interests of JIF High-Yield Fund, including
but not limited to when it determines that imposition of the redemption fee is
not necessary to protect JIF High-Yield Fund from the effects of short-term
trading. In addition, JIF High-Yield Fund reserves the right to modify or
eliminate the redemption fee or waivers at any time. If there is a material
change to JIF High-Yield Fund's redemption fee, JIF High-Yield Fund will notify
you at least 60 days prior to the effective date of the change.

EXCESSIVE TRADING

EXCESSIVE TRADING POLICIES AND PROCEDURES

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

                                      C-15



ownership or control within any of the Janus funds may be considered in
enforcing these policies and procedures. As described below, however, JIF High-
Yield 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 High-Yield 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 High-Yield 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 High-Yield Fund
within 90 calendar days (i.e., "round trip") may result in enforcement of JIF
High-Yield Fund's excessive trading policies and procedures with respect to
future purchase orders, provided that the Fund reserves the right to reject any
purchase request as explained above.



     JIF High-Yield 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 High-Yield 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 High-Yield 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 High-Yield 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 High-Yield
Fund's excessive trading policies and procedures and may be rejected in whole or
in part by the Fund. JIF High-Yield 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 High-Yield Fund, and thus the Fund may have difficulty curtailing such
activity. Transactions accepted by a financial intermediary in violation of JIF
High-Yield Fund's excessive trading policies may be cancelled or revoked by the
Fund by the next business day following receipt by the Fund.


                                      C-16






     In an attempt to detect and deter excessive trading in omnibus accounts,
JIF High-Yield 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 High-Yield 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 High-Yield
Fund's methods to detect and deter excessive trading.

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

     JIF High-Yield 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 High-Yield Fund's long-term
shareholders. Excessive trading into and out of JIF High-Yield 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 High-Yield 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
High-Yield 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
High-Yield Fund's valuation of a security differs from the security's market
value, short-term

                                      C-17



arbitrage traders may dilute the NAV of JIF High-Yield Fund, which negatively
impacts long-term shareholders. Although JIF High-Yield 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 High-Yield 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 High-Yield 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 High-Yield Fund
and its agents. This makes JIF High-Yield 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 High-Yield Fund encourages
intermediaries to take necessary actions to detect and deter excessive trading,
some intermediaries may be unable or unwilling to do so, and accordingly, the
Fund cannot eliminate completely the possibility of excessive trading.

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

     - FULL HOLDINGS.  JIF High-Yield 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.


                                      C-18



     - TOP HOLDINGS.  JIF High-Yield 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 High-Yield 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 High-Yield
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 High-Yield Fund, including under
extraordinary circumstances exceptions to the Mutual Fund Holdings Disclosure
Policies and Procedures made by Janus Capital's Chief Investment Officer(s) or
their delegates. Such exceptions may be made without prior notice to
shareholders. A summary of JIF High-Yield 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 HIGH-YIELD FUND

     JIF High-Yield 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 High-Yield 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 High-Yield 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.


                                      C-19



DISTRIBUTION SCHEDULE


     Income dividends for JIF High-Yield Fund are normally declared daily
(Saturdays, Sundays, and holidays included) and are distributed as of the last
business day of each month. If a month begins on a Saturday, Sunday, or holiday,
dividends for those days are declared and distributed at the end of the
preceding month. Income dividends begin accruing the day after a purchase is
processed by the Fund or its agents. If shares are redeemed, you will receive
all dividends accrued through the day the redemption is processed by the Fund or
its agents. Distributions of capital gains are normally declared and distributed
in December. If necessary, dividends and net capital gains may be distributed at
other times as well. 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 HIGH-YIELD FUND'S NAV

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

"BUYING A DIVIDEND"

     If you purchase shares of JIF High-Yield 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 High-Yield 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 High-Yield Fund, whether
or not you reinvested the dividends. Before buying shares of JIF High-Yield 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 High-Yield Fund's distributions of net investment
income and net capital gains are automatically reinvested in JIF High-Yield
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

                                      C-20



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

     Distributions made by JIF High-Yield 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 High-Yield 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

                                      C-21



been notified by the Internal Revenue Service that they are subject to backup
withholding. The current backup withholding rate is applied.

TAXATION OF JIF HIGH-YIELD FUND

     Dividends, interest, and some capital gains received by JIF High-Yield Fund
on foreign securities may be subject to foreign tax withholding or other foreign
taxes. If JIF High-Yield 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
High-Yield Fund. JIF High-Yield 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 High-Yield 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 High-Yield 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 High-Yield Fund meet these requirements so that
any earnings on your investment will not be subject to federal income taxes
twice. If JIF High-Yield Fund invests in partnerships, it may be subject to
state tax liabilities.


                                      C-22



                                                                      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 HIGH-YIELD 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 HIGH-YIELD 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 High-Yield Fund, a series of Janus Adviser Series ("JAD High-Yield
Fund"), in connection with the reorganization of JAD High-Yield Fund with and
into Janus High-Yield Fund, a series of Janus Investment Fund ("JIF High-Yield
Fund"), pursuant to which all of the assets and liabilities of JAD High-Yield
Fund would be transferred to JIF High-Yield Fund in exchange for shares of
beneficial interest of JIF High-Yield 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 High-Yield
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 High-Yield Fund, dated November 28, 2008, as
        supplemented (File No: 333-33978), and the SAI for JIF High-Yield Fund,
        dated February 27, 2009, as supplemented (File No: 002-34393).
     2. The Financial Statements of JAD High-Yield 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 High-Yield 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 High-Yield Fund would become a shareholder of the corresponding
class of shares of JIF High-Yield Fund. JIF High-Yield Fund does not currently
offer Class A, Class C, Class I, Class R and Class S shares. However, upon
consummation of the Reorganization, JIF High-Yield 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 High-Yield 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 High-Yield Fund in its SAI dated February 27, 2009
(File No. 002-34393), is incorporated herein by reference. Only certain
information specific to JIF High-Yield 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 HIGH-YIELD 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 High-Yield Fund's
transfer agent. In addition, Janus Services provides certain other
administrative, recordkeeping, and shareholder relations services for JIF High-
Yield 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 High-Yield Fund for providing or procuring recordkeeping,
subaccounting, and other administrative services to investors in Class R shares
and Class S shares of JIF High-Yield 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


                                        2







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 High-Yield 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 High-Yield 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.



                                                                        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...............          4.75%               4.99%               4.25%
$50,000 but under $100,000..          4.50%               4.71%               4.00%
$100,000 but under
  $250,000..................          3.50%               3.63%               3.00%
$250,000 but under
  $500,000..................          2.50%               2.56%               2.25%
$500,000 but under
  $1,000,000................          2.00%               2.04%               1.75%
$1,000,000 and above........          None**              None                None



--------

 *  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

                                        3







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 High-Yield 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 High-Yield Fund for
activities which are primarily intended to result in sales of Class C shares of
JIF High-Yield 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 High-Yield Fund for
shareholder servicing activities such as providing facilities to answer
questions from existing investors about JIF High-Yield 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
High-Yield 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 High-Yield Fund
at any time, without penalty, by vote of a majority of the outstanding shares of
that Class of JIF High-Yield 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

                                        4



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.


                                        5



                         PRO FORMA FINANCIAL STATEMENTS

     With respect to the Reorganization of JAD High-Yield Fund into JIF High-
Yield 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 High-Yield Fund does not exceed
ten percent (10%) of the net asset value of JIF High-Yield Fund.


                                        6



                           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. 333-158029).


           (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. 333-158029).


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).

           (c)      Amendment to Amended and Restated Distribution Agreement



                    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. 333-158029).


           (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.

EX-99.4(B)

                                                                    Exhibit 4(b)

                  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 approximately 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").

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 approximately 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 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 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
                  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.

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;

         (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.

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.






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


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

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

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

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

ATTEST                                 JANUS CAPITAL MANAGEMENT LLC

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

EX-99.10(G)

                                                                   Exhibit 10(g)

               FORM OF DISTRIBUTION AND SHAREHOLDER SERVICING PLAN
                              JANUS INVESTMENT FUND
                                 CLASS A SHARES

     WHEREAS, Janus Investment Fund ("the Trust") engages in business as an
open-end management investment company and is registered as such under the
Investment Company Act of 1940, as amended (the "Act");

     WHEREAS, shares of beneficial interest of the Trust are currently divided
into multiple series ("Funds"), each with multiple classes of shares (and
additional classes may be added in the future), one of which is designated the
"Class A Shares;"

     WHEREAS, Janus Distributors LLC ("JD" or "Distributor") serves as the
distributor of Class A Shares pursuant to an Amended and Restated Distribution
Agreement dated July __, 2009, as amended from time to time, between Distributor
and the Trust; and

     NOW, THEREFORE, the Trust hereby adopts with respect to the Class A Shares
of each Fund, and the Distributor hereby agrees to the terms of, the Plan, in
accordance with Rule 12b-1 under the Act on the following terms and conditions:

     1. The Trust shall pay to the Distributor, as the distributor of the Class
A Shares, a fee for distribution and/or servicing of the shares at the rate of
up to 0.25% on an annualized basis of the average daily net assets of the Class
A Shares, provided that, at any time such payment is made, whether or not this
Plan continues in effect, the making thereof will not exceed any applicable
restriction imposed by rules of the Financial Industry Regulatory Authority
("FINRA"). Such fee shall be calculated and accrued daily and paid on the first
business day of each calendar month for the preceding month or at such other
intervals as the Trustees shall determine.

     2. The amount set forth in paragraph 1 of this Plan shall be paid for the
Distributor's services as distributor of Class A Shares in connection with any
activities or expenses primarily intended to result in the sale and/or servicing
of the Class A Shares, including, but not limited to, payment of compensation,
including incentive compensation, to securities dealers and other financial
institutions and organizations (collectively, the "Service Providers") to obtain
various distribution related and/or administrative services for the investors in
the Class A Shares. These services may include, but are not limited to the
following functions: printing and delivering prospectuses, statements of
additional information, shareholder reports, proxy statements and marketing
materials related to Class A Shares to prospective and existing investors;
providing educational materials regarding Class A Shares; providing facilities
to answer questions from prospective and/or existing investors about the Funds;
receiving and answering correspondence; complying with federal and state
securities laws pertaining to the sale of Class A Shares; assisting investors in
completing application forms and selecting dividend and other accounts options
and any other activities for which "service fees" may be paid under Rule 2830 of
the National Association of Securities Dealers, Inc. ("NASD"). The Distributor
is also authorized to engage directly in any activities relating to the purposes
of this Plan. Payments under the Plan are not tied exclusively to actual
distribution and service expenses, and the payments may exceed distribution and
service expenses actually incurred. The



Distributor may retain some or all fees payable under the Plan in certain
circumstances, including when there is no Service Provider of record or when
qualification standards have not been met by the Service Provider of record.

     3. This Plan shall not take effect until it, together with any related
agreements, has been approved by votes of a majority of both (a) the Trustees of
the Trust and (b) those Trustees of the Trust who are not "interested persons"
of the Trust (as defined in the Act) and who have no direct or indirect
financial interest in the operation of this Plan or any agreements related to it
(the "Rule 12b-1 Trustees"), cast in person at a meeting (or meetings) called
for the purpose of voting on this Plan and such related agreements.

     4. After approval as set forth in paragraph 3, this Plan shall take effect
as of the date of execution. The Plan shall continue in full force and effect as
to the Class A Shares of each Fund for so long as such continuance is
specifically approved at least annually in the manner provided for approval of
this Plan in paragraph 3.

     5. The Distributor shall provide to the Trustees of the Trust, and the
Trustees shall review, at least quarterly, a written report of the amounts so
expended and the purposes for which such expenditures were made.

     6. This Plan may be terminated as to the Class A Shares of any Fund at any
time, without payment of any penalty, (a) by vote of a majority of the Rule
12b-1 Trustees or (b) by a vote of a majority of the outstanding voting
securities (as defined in the Act) of the Class A Shares of the Fund.

     7. This Plan may not be amended to increase materially the amount of the
fee provided for in paragraph 1 hereof for any Fund unless such amendment is
approved by a vote of a majority of the outstanding voting securities (as
defined in the Act) of the Class A Shares of that Fund and no material amendment
to the Plan shall be made unless approved in the manner provided for approval
and annual renewal in paragraph 3 hereof.

     8. While this Plan is in effect, at least 75% of the Trustees must not be
"interested persons" (as defined in the Act) of the Trust and the selection and
nomination of Trustees who are not "interested persons" (as defined in the Act)
of the Trust shall be committed to the discretion of the Trustees who are not
such interested persons.

     9. The Trust shall preserve copies of this Plan and any related agreements
and all reports made pursuant to paragraph 5 hereof, for a period of not less
than six years from the date of this Plan, any such agreement or any such
report, as the case may be, the first two years in an easily accessible place.



     IN WITNESS WHEREOF, the Trust, on behalf of the Class A Shares of each
Fund, and the Distributor have executed this Distribution Plan as of the _____
day of July, 2009.

                                        JANUS INVESTMENT FUND


                                        By:
                                            ------------------------------------
                                        Name: Robin C. Beery
                                        Title: President and Chief Executive
                                               Officer

                                        JANUS DISTRIBUTORS LLC


                                        By:
                                            ------------------------------------
                                        Name: Dominic Martellaro
                                        Title: President

EX-99.10(H)

                                                                   Exhibit 10(h)

               FORM OF DISTRIBUTION AND SHAREHOLDER SERVICING PLAN
                              JANUS INVESTMENT FUND
                                 CLASS C SHARES

     WHEREAS, Janus Investment Fund ("the Trust") engages in business as an
open-end management investment company and is registered as such under the
Investment Company Act of 1940, as amended (the "Act");

     WHEREAS, shares of beneficial interest of the Trust are currently divided
into multiple series ("Funds"), each with multiple classes of shares, one of
which is designated the "Class C Shares;" and

     WHEREAS, Janus Distributors LLC ("JD" or "Distributor") serves as the
distributor of Class C Shares pursuant to an Amended and Restated Distribution
Agreement dated July ___, 2009, between Distributor and the Trust;

     NOW, THEREFORE, the Trust hereby adopts with respect to the Class C Shares
of each Fund, and the Distributor hereby agrees to the terms of, the Plan, in
accordance with Rule 12b-1 under the Act on the following terms and conditions:

     1. A. The Trust shall pay to the Distributor, as the distributor of the
Class C Shares, a fee for distribution of the shares at the rate of up to 0.75%
on an annualized basis of the average daily net assets of the Class C Shares,
provided that, at any time such payment is made, whether or not this Plan
continues in effect, the making thereof will not exceed any applicable
restriction imposed by rules of the Financial Industry Regulatory Authority
("FINRA"). Such fee shall be calculated and accrued daily and paid on the first
business day of each calendar month for the preceding month or at such other
intervals as the Trustees shall determine.

          B. The Trust shall pay to the Distributor, as the distributor of the
Class C Shares, a service fee at the rate of up to 0.25% on an annualized basis
of the average daily net assets of the Class C Shares, provided that, at any
time such payment is made, whether or not this Plan continues in effect, the
making thereof will not exceed any applicable restriction imposed by rules of
the FINRA. Such fee shall be calculated and accrued daily and paid on the first
business day of each calendar month for the preceding month or at such other
intervals as the Trustees shall determine.

     2. A. The amount set forth in paragraph 1.A. of this Plan shall be paid for
the Distributor's services as distributor of the Class C Shares in connection
with any activities or expenses primarily intended to result in the sale of the
Class C Shares, including, but not limited to, payment of compensation,
including incentive compensation, to securities dealers and other financial
institutions and organizations (collectively, the "Service Providers") for
distribution related services for the Class C Shares.

          B. The amount set forth in paragraph 1.B. of this Plan may be used by
the Distributor to pay Service Providers (which may include the Distributor
itself) for servicing shareholder accounts. These services may include, but are
not limited to, the following functions: providing facilities to answer
questions from existing investors about the Funds; 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 FINRA Conduct Rules.

     3. The Distributor is also authorized to engage directly in any activities
relating to the purposes of this Plan. Payments under the Plan are not tied
exclusively to actual distribution and service expenses, and the payments may
exceed distribution and service expenses actually incurred. The Distributor may
retain some or all fees payable under the Plan in certain circumstances,
including when there is no Service Provider of record or when qualification
standards have not been met by the Service Provider of record.

     4. This Plan shall not take effect until it, together with any related
agreements, has been approved by votes of a majority of both (a) the Trustees of
the Trust and (b) those Trustees of the Trust who are not "interested persons"
of the Trust (as defined in the Act) and who have no direct or indirect
financial interest in the operation of this Plan or any agreements related to it
(the "Rule 12b-1 Trustees"), cast in person at a meeting (or meetings) called
for the purpose of voting on this Plan and such related agreements.

     5. After approval as set forth in paragraph 4, this Plan shall take effect
as of the date of execution. The Plan shall continue in full force and effect as
to the Class C Shares of each Fund for so long as such continuance is
specifically approved at least annually in the manner provided for approval of
this Plan in paragraph 4.

     6. The Distributor shall provide to the Trustees of the Trust, and the
Trustees shall review, at least quarterly, a written report of the amounts
expended under the Plan and the purposes for which such expenditures were made.

     7. This Plan may be terminated as to the Class C Shares of any Fund at any
time, without payment of any penalty, (a) by vote of a majority of the Rule
12b-1 Trustees, or (b) by a vote of a majority of the outstanding voting
securities (as defined in the Act) of the Class C Shares of the Fund.

     8. This Plan may not be amended to increase materially the amount of
distribution fee provided for in paragraph 1.A or the amount of service fee
provided for in paragraph 1.B hereof for any Fund unless such amendment is
approved by a vote of a majority of the outstanding voting securities (as
defined in the Act) of the Class C Shares of that Fund and no material amendment
to the Plan shall be made unless approved in the manner provided for approval
and annual renewal in paragraph 4 hereof.

     9. While this Plan is in effect, at least 75% of the Trustees must not be
"interested persons" (as defined in the Act) of the Trust and the selection and
nomination of Trustees who are not "interested persons" (as defined by the Act)
of the Trust shall be committed to the discretion of the Trustees who are not
such interested persons.

     10. The Trust shall preserve copies of this Plan and any related agreements
and all reports made pursuant to paragraph 6 hereof, for a period of not less
than six years from the date of this Plan, any such agreement or any such
report, as the case may be, the first two years in an easily accessible place.



     IN WITNESS WHEREOF, the Trust, on behalf of the Class C Shares of each Fund
offering Class C Shares, and the Distributor have executed this Distribution and
Shareholder Servicing Plan as of the ____ day of July, 2009.

                                        JANUS INVESTMENT FUND


                                        By:
                                            ------------------------------------
                                        Name: Robin C. Beery
                                        Title: President and Chief Executive
                                               Officer


                                        JANUS DISTRIBUTORS LLC


                                        By:
                                            ------------------------------------
                                        Name: Dominic Martellaro
                                        Title: President

EX-99.10(I)

                                                                   Exhibit 10(i)

               FORM OF DISTRIBUTION AND SHAREHOLDER SERVICING PLAN
                              JANUS INVESTMENT FUND
                                 CLASS R SHARES

     WHEREAS, Janus Investment Fund ("the Trust") engages in business as an
open-end management investment company and is registered as such under the
Investment Company Act of 1940, as amended (the "Act");

     WHEREAS, shares of beneficial interest of the Trust are currently divided
into multiple series ("Funds"), each with multiple classes of shares (and
additional classes may be added in the future), one of which is designated the
"Class R Shares,";

     WHEREAS, Janus Distributors LLC ("JD" or "Distributor") serves as the
distributor of Class R Shares pursuant to an Amended and Restated Distribution
Agreement dated July ___, 2009, as amended from time to time, between
Distributor and the Trust; and

     NOW, THEREFORE, the Trust hereby adopts with respect to the Class R Shares
of each Fund, and the Distributor hereby agrees to the terms of, the Plan, in
accordance with Rule 12b-1 under the Act on the following terms and conditions:

     1. The Trust shall pay to the Distributor, as the distributor of the Class
R Shares, a fee for distribution and/or servicing of the shares at the rate of
up to 0.50% on an annualized basis of the average daily net assets of the Class
R Shares, provided that, at any time such payment is made, whether or not this
Plan continues in effect, the making thereof will not exceed any applicable
restriction imposed by rules of the Financial Industry Regulatory Authority
("FINRA"). Such fee shall be calculated and accrued daily and paid on the first
business day of each calendar month for the preceding month or at such other
intervals as the Trustees shall determine.

     2. The amount set forth in paragraph 1 of this Plan shall be paid for the
Distributor's services as distributor of Class R Shares in connection with any
activities or expenses primarily intended to result in the sale and/or servicing
of the Class R Shares, including, but not limited to, payment of compensation,
including incentive compensation, to securities dealers and other financial
institutions and organizations (collectively, the "Service Providers") to obtain
various distribution related and/or administrative services for the investors in
the Class R Shares (including plan participants in the case of qualified plans
that invest in Class R Shares). These services may include, but are not limited
to the following functions: printing and delivering prospectuses, statements of
additional information, shareholder reports , proxy statements and marketing
materials related to Class R Shares to prospective and existing investors;
providing educational materials regarding Class R Shares; providing facilities
to answer questions from prospective and/or existing investors about the Funds;
receiving and answering correspondence; complying with federal and state
securities laws pertaining to the sale of Class R Shares; assisting investors in
completing application forms and selecting dividend and other accounts options
and any other activities for which "service fees" may be paid under Rule 2830 of
the National Association of Securities Dealers, Inc. ("NASD") Conduct Rules. The
Distributor is also authorized to engage directly in any activities relating to
the purposes of this Plan. Payments under the Plan are not tied exclusively to
actual distribution and service



expenses, and the payments may exceed distribution and service expenses actually
incurred. The Distributor may retain some or all fees payable under the Plan in
certain circumstances, including when there is no Service Provider of record or
when qualification standards have not been met by the Service Provider of
record.

     3. This Plan shall not take effect until it, together with any related
agreements, has been approved by votes of a majority of both (a) the Trustees of
the Trust and (b) those Trustees of the Trust who are not "interested persons"
of the Trust (as defined in the Act) and who have no direct or indirect
financial interest in the operation of this Plan or any agreements related to it
(the "Rule 12b-1 Trustees"), cast in person at a meeting (or meetings) called
for the purpose of voting on this Plan and such related agreements.

     4. After approval as set forth in paragraph 3, this Plan shall take effect
as of the date of execution. The Plan shall continue in full force and effect as
to the Class R Shares of each Fund for so long as such continuance is
specifically approved at least annually in the manner provided for approval of
this Plan in paragraph 3.

     5. The Distributor shall provide to the Trustees of the Trust, and the
Trustees shall review, at least quarterly, a written report of the amounts so
expended and the purposes for which such expenditures were made.

     6. This Plan may be terminated as to the Class R Shares of any Fund at any
time, without payment of any penalty, (a) by vote of a majority of the Rule
12b-1 Trustees or (b) by a vote of a majority of the outstanding voting
securities (as defined in the Act) of the Class R Shares of the Fund.

     7. This Plan may not be amended to increase materially the amount of the
fee provided for in paragraph 1 hereof for any Fund unless such amendment is
approved by a vote of a majority of the outstanding voting securities (as
defined in the Act) of the Class R Shares of that Fund and no material amendment
to the Plan shall be made unless approved in the manner provided for approval
and annual renewal in paragraph 3 hereof.

     8. While this Plan is in effect, at least 75% of the Trustees must not be
"interested persons" (as defined in the Act) of the Trust, and the selection and
nomination of Trustees who are not "interested persons" (as defined in the Act)
of the Trust shall be committed to the discretion of the Trustees who are not
such interested persons.

     9. The Trust shall preserve copies of this Plan and any related agreements
and all reports made pursuant to paragraph 5 hereof, for a period of not less
than six years from the date of this Plan, any such agreement or any such
report, as the case may be, the first two years in an easily accessible place.



     IN WITNESS WHEREOF, the Trust, on behalf of the Class R Shares of each
Fund, and the Distributor have executed this Distribution and Shareholder
Servicing Plan as of the _____ day of July, 2009.

                                    JANUS INVESTMENT FUND


                                    By:
                                        ---------------------------------------
                                    Name: Robin C. Beery
                                    Title: President and Chief Executive Officer


                                    JANUS DISTRIBUTORS LLC


                                    By:
                                        ---------------------------------------
                                    Name: Dominic Martellaro
                                    Title: President

EX-99.10(J)

                                                                   Exhibit 10(j)

               FORM OF DISTRIBUTION AND SHAREHOLDER SERVICING PLAN
                              JANUS INVESTMENT FUND
                                   (S SHARES)

     WHEREAS, Janus Investment Fund ("the Trust") engages in business as an
open-end management investment company and is or will be registered as such
under the Investment Company Act of 1940, as amended (the "Act");

     WHEREAS, shares of beneficial interest of the Trust are divided into
multiple series ("Funds"), each with one or more classes of shares, one of which
is designated "S Shares" (and additional classes may be added in the future);

     WHEREAS, Janus Distributors LLC ("JDI" or "Distributor") serves as the
distributor of S Shares pursuant to an Amended and Restated Distribution
Agreement dated July __ 2009, as amended from time to time, between JDI and the
Trust;

     NOW, THEREFORE, the Company hereby adopts on behalf of the Trust with
respect to S Shares of each Fund, and the Distributor hereby agrees to the terms
of, the Plan, in accordance with Rule 12b-1 under the Act on the following terms
and conditions:

     1. The Trust shall pay to the Distributor, as the distributor of S Shares,
a fee for distribution and/or servicing of the shares at the rate of up to 0.25%
on an annualized basis of the average daily net assets of S Shares, provided
that, at any time such payment is made, whether or not this Plan continues in
effect, the making thereof will not exceed any applicable restriction imposed by
rules of the Financial Industry Regulatory Authority ("FINRA"). Such fee shall
be calculated and accrued daily and paid on the first business day of each
calendar month for the preceding month or at such intervals as the Trustees
shall determine.

     2. The amount set forth in paragraph 1 of this Plan shall be paid for the
Distributor's services as distributor of the S Shares in connection with any
activities or expenses primarily intended to result in the sale and/or servicing
of S Shares, including, but not limited to, payment of compensation, including
incentive compensation, to securities dealers and other financial institutions
and organizations (collectively, the "Service Providers") to obtain various
distribution related and/or administrative services for the investors in S
Shares (including plan participants in the case of qualified plans that invest
in S Shares). These services may include, but are not limited to the following
functions: printing and delivering prospectuses, statements of additional
information, shareholder reports, proxy statements and marketing materials
related to S Shares to prospective and existing investors; providing educational
materials regarding S Shares; providing facilities to answer questions from
prospective and/or existing investors about the Funds; receiving and answering
correspondence; complying with federal and state securities laws pertaining to
the sale of S Shares; assisting investors in completing application forms and
selecting dividend and other accounts options and any other activities for which
"service fees" may be paid under Rule 2830 of the National Association of
Securities Dealers, Inc. ("NASD") Conduct Rules. The Distributor is also
authorized to engage directly in any activities relating to the purposes of this
plan. Payments under the Plan are not tied exclusively to actual distribution
and service expenses, and the payments may exceed distribution and service
expenses actually incurred. The Distributor may retain some or all fees payable
under the Plan in certain



circumstances, including when there is no Service Provider of record or when
qualification standards have not been met by the Service Provider of record.

     3. This Plan shall not take effect until it, together with any related
agreements, has been approved by votes of a majority of both (a) the Trustees of
the Trust and (b) those Trustees of the Trust who are not "interested persons"
of the Trust (as defined in the Act) and who have no direct or indirect
financial interest in the operation of this Plan or any agreements related to it
(the "Rule 12b-1 Trustees"), cast in person at a meeting (or meetings) called
for the purpose of voting on this Plan and such related agreements.

     4. After approval as set forth in paragraph 3, this Plan shall take effect
as of the date of execution. The Plan shall continue in full force and effect as
to S Shares of each Fund of the Trust for so long as such continuance is
specifically approved at least annually in the manner provided for approval of
this Plan in paragraph 3.

     5. The Distributor shall provide to the Trustees of the Trust, and the
Trustees shall review, at least quarterly, a written report of the amounts so
expended and the purposes for which such expenditures were made.

     6. This Plan may be terminated as to S Shares of any Fund at any time,
without payment of any penalty, (a) by vote of a majority of the Rule 12b-1
Trustees, or (b) by a vote of a majority of the outstanding voting securities
(as defined in the Act) of S Shares of the Fund.

     7. This Plan may not be amended to increase materially the amount of the
fee provided for in paragraph 1 hereof for any Fund unless such amendment is
approved by a vote of a majority of the outstanding voting securities (as
defined in the Act) of S Shares of that Fund and no material amendment to the
Plan shall be made unless approved in the manner provided for approval and
annual renewal in paragraph 3 hereof.

     8. While this Plan is in effect, at least 75% of the Trustees must not be
"interested persons" (as defined in the Act) of the Trust and the selection and
nomination of Trustees who are not "interested persons" (as defined by the Act)
of the Trust shall be committed to the discretion of the Trustees who are not
such interested persons.

     9. The Trust shall preserve copies of this Plan and any related agreements
and all reports made pursuant to paragraph 5 hereof, for a period of not less
than six years from the date of this Plan, any such agreement or any such
report, as the case may be, the first two years in an easily accessible place.



     IN WITNESS WHEREOF, the Trust, on behalf of S Shares of each Fund, and the
Distributor have executed this Distribution and Shareholder Servicing Plan as of
the _____ day of July __, 2009.

                                    JANUS INVESTMENT FUND


                                    By:
                                        ----------------------------------------
                                    Name: Robin C. Beery
                                    Title: President and Chief Executive Officer


                                    JANUS DISTRIBUTORS LLC.


                                    By:
                                        ----------------------------------------
                                    Name: Dominic Martellaro
                                    Title: President

EX-99.11

                                                                      Exhibit ll

[DECHERT LLP LETTERHEAD]

                             [FORM OF LEGAL OPINION]

________________, 2009

Board of Trustees
Janus Investment Fund
151 Detroit Street
Denver, Colorado 80206

Re: Janus Investment Fund on behalf of its [_____] series

Dear Ladies and Gentlemen:

We have acted as special counsel to Janus Investment Fund, a Massachusetts
business trust ("the Trust"), and we have a general familiarity with the Trust's
business operations, practices and procedures. You have asked for our opinion
regarding the issuance of shares of beneficial interest by the Trust in
connection with the acquisition by [_____], a series of the Trust, of the assets
of [_____], a series of the Janus Adviser Series, a Delaware statutory trust,
which shares have been registered on a Form N-14 Registration Statement (the
"Registration Statement") filed by the Trust with the U.S. Securities and
Exchange Commission on March 17, 2009.

We have examined originals or certified copies, or copies otherwise identified
to our satisfaction as being true copies, of various corporate records of the
Trust and such other instruments, documents and records of the Trust as we have
deemed necessary in order to render this opinion. We have assumed the
genuineness of all signatures, the authenticity of all documents examined by us
and the correctness of all statements of facts contained in those documents.

On the basis of, and subject to, the foregoing, it is our opinion that the
shares of beneficial interest of the Trust registered under the Securities Act
of 1933, as amended, in the Registration Statement, when issued in accordance
with the terms described in the Registration Statement, the Agreement and Plan
of Reorganization included therein, and the Trust's Rule 18f-3 plan as adopted
by the Board of Trustees of the Trust on __________ will be duly and validly
issued and outstanding, fully paid and non-assessable by the Trust.


US Austin Boston Charlotte Hartford New York Newport Beach Philadelphia
Princeton San Francisco Silicon Valley Washington DC EUROPE Brussels London
Luxembourg Munich Paris ASIA Beijing Hong Kong



We hereby consent to use of this opinion as an exhibit to the Registration
Statement and to all references to our firm therein.

Very Truly Yours,


/s/ Dechert LLP

EX-99.12

                                                                      Exhibit 12

(DECHERT LLP LOGO)

                                                     1095 Avenue of the Americas
                                                     New York, NY 10036-6797
                                                     +1 212 698 3500 Main
                                                     +1 212 698 3599 Fax

                                                     www.dechert.com

FORM OF OPINION

[_____], 2009

Board of Trustees
[Acquired Fund]
Janus Adviser Series
151 Detroit Street
Denver, Colorado 80206-4805

Board of Trustees
[Acquiring Fund]
Janus Investment Fund
151 Detroit Street
Denver, Colorado 80206-4805

Dear Ladies and Gentlemen:

You have requested our opinion regarding certain federal income tax consequences
to the [_____] Fund (the "Acquired Fund"), a separate series of Janus Adviser
Series, a Delaware statutory trust (the "JAD Trust"), to the holders of the
shares of beneficial interest (the "Acquired Fund Shares") of Acquired Fund (the
"Acquired Fund Shareholders"), and to the [_____] Fund (the "Acquiring Fund"), a
separate series of Janus Investment Fund, a Massachusetts business trust (the
"JIF Trust"), in connection with the proposed transfer of substantially all of
the properties of Acquired Fund to Acquiring Fund in exchange solely for voting
shares of beneficial interest of Acquiring Fund ("Acquiring Fund Shares") and
the assumption of all liabilities of Acquired Fund by Acquiring Fund, followed
by the distribution of such Acquiring Fund Shares received by Acquired Fund in
complete liquidation and termination of Acquired Fund (the "Reorganization"),
all pursuant to the Agreement and Plan of Reorganization (the "Plan") dated as
of [_____], 2009 executed by the JAD Trust on behalf of the Acquired Fund and by
the JIF Trust on behalf of the Acquiring


  U.S. Austin Boston Charlotte HarriSburg Hartford New York Newport Beach Palo
Alto Philadelphia Princeton San Francisco Washington DC EUROPE Brussels London
Luxembourg Munich Paris



(DECHERT LLP LOGO)                                                        Page 2


Fund, and Janus Capital Management LLC, the adviser to the JAD Trust and the JIF
Trust.

          For purposes of this opinion, we have examined and relied upon (1) the
Plan, (2) the Form N-14 filed by Acquiring Fund on [_____], 2009 with the
Securities and Exchange Commission, (3) the facts and representations contained
in the letter dated on or about the date hereof addressed to us from the JIF
Trust on behalf of Acquiring Fund, (4) the facts and representations contained
in the letter dated on or about the date hereof addressed to us from the JAD
Trust on behalf of Acquired Fund, and (5) such other documents and instruments
as we have deemed necessary or appropriate for purposes of rendering this
opinion.

          This opinion is based upon the Internal Revenue Code of 1986, as
amended (the "Code"), United States Treasury regulations, judicial decisions,
and administrative rulings and pronouncements of the Internal Revenue Service,
all as in effect on the date hereof. This opinion is conditioned upon the
Reorganization taking place in the manner described in the Plan and the Form
N-14 referred to above.

Based upon the foregoing, it is our opinion that:

1.   The acquisition by Acquiring Fund of substantially all of the properties of
     Acquired Fund in exchange solely for Acquiring Fund Shares and the
     assumption of all liabilities of Acquired Fund by Acquiring Fund followed
     by the distribution of Acquiring Fund Shares to the Acquired Fund
     Shareholders in exchange for their Acquired Fund shares in complete
     liquidation and termination of Acquired Fund will constitute a tax-free
     reorganization under Section 368(a) of the Code.

2.   Acquired Fund will not recognize gain or loss upon the transfer of
     substantially all of its assets to Acquiring Fund in exchange solely for
     Acquiring Fund Shares except to the extent that Acquired Fund's assets
     consist of contracts described in Section 1256(b) of the Code ("Section
     1256 Contracts"); Acquired Fund will be required to recognize gain or loss
     on the transfer of any such Section 1256 Contracts to Acquiring Fund
     pursuant to the Reorganization as if such Section 1256 Contracts were sold
     to Acquiring Fund on the effective date of the Reorganization at their fair
     market value.

DECHERT LLP



(DECHERT LLP LOGO)                                                        Page 3


3.   Acquired Fund will not recognize gain or loss upon the distribution to its
     shareholders of the Acquiring Fund Shares received by Acquired Fund in the
     Reorganization.

4.   Acquiring Fund will recognize no gain or loss upon receiving the properties
     of Acquired Fund in exchange solely for Acquiring Fund Shares.

5.   The adjusted basis to Acquiring Fund of the properties of Acquired Fund
     received by Acquiring Fund in the reorganization will be the same as the
     adjusted basis of those properties in the hands of Acquired Fund
     immediately before the exchange.

6.   Acquiring Fund's holding periods with respect to the properties of Acquired
     Fund that Acquiring Fund acquires in the transaction will include the
     respective periods for which those properties were held by Acquired Fund
     (except where investment activities of Acquiring Fund have the effect of
     reducing or eliminating a holding period with respect to an asset).

7.   The Acquired Fund Shareholders will recognize no gain or loss upon
     receiving Acquiring Fund Shares solely in exchange for Acquired Fund
     Shares.

8.   The basis of the Acquiring Fund Shares received by an Acquired Fund
     Shareholder in the transaction will be the same as the basis of Acquired
     Fund Shares surrendered by the Acquired Fund Shareholder in exchange
     therefor.

9.   An Acquired Fund Shareholder's holding period for the Acquiring Fund Shares
     received by the Acquired Fund Shareholder in the transaction will include
     the holding period during which the Acquired Fund Shareholder held Acquired
     Fund Shares surrendered in exchange therefor, provided that the Acquired
     Fund Shareholder held such shares as a capital asset on the date of
     Reorganization.

          We express no opinion as to the federal income tax consequences of the
Reorganization except as expressly set forth above, or as to any transaction
except those consummated in accordance with the Plan.

Very truly yours,


DECHERT LLP

EX-99.13(AAA)

                                                                 Exhibit 13(aaa)

                      FORM OF EXPENSE LIMITATION AGREEMENT

[October 2, 2008]

Janus Investment Fund
151 Detroit Street
Denver, Colorado 80206

Ladies and Gentlemen:

As you know, Section 5 of our Investment Advisory Agreement provides for
compensation payable to Janus Capital Management LLC ("JCM") with respect to
[FUND]. This letter is to inform you that JCM will waive all or a portion of its
fee, as applicable, from [JULY 6, 2009] until [NOVEMBER 1, 2010], under the
following conditions:

     In the event the operating expenses allocated to any class of the Fund
     [(excluding any expenses of an underlying fund)], including the amount
     payable to JCM pursuant to Section 5 of the Investment Advisory Agreement,
     for any fiscal year ending on a date on which this Agreement is in effect,
     exceed [____%] [SEE ATTACHED SCHEDULE] of the Fund's average daily net
     assets, JCM shall reduce its fee payable with respect to the Fund by the
     extent of such excess, and/or shall reimburse the Fund (or class as
     applicable) by the amount of such excess; provided, however, there shall be
     excluded from such expenses the fees payable by Class A Shares, Class C
     Shares, Class R Shares and Class S Shares of the Fund pursuant to a Rule
     12b-1 Plan, the administrative services fee payable by Class R Shares,
     Class S Shares, Class D Shares and Class T Shares of the Fund pursuant to
     the Transfer Agency Agreement, the "Performance Adjustment" if the Fund has
     a performance-based investment advisory fee, as well as the amount of any
     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) paid or payable by the Fund. Operating expenses shall be
     calculated net of balance credits and similar offset arrangements
     (excluding any directed brokerage arrangements). Whenever the expenses
     allocated to any class of the Fund exceed a pro rata portion of the
     applicable annual expense limitations, the estimated amount of
     reimbursement under such limitations shall be offset against the monthly
     payment of the fee due to JCM and/or by JCM to the Fund (or applicable
     class). The waiver or reimbursement shall be allocated to each class of the
     Fund in the same manner as the underlying expenses or fees were allocated.

     [For any reimbursement paid by JCM to the Fund or any fee reduction by JCM
     pursuant to this letter, for a three year period commencing with operations
     of the Fund, JCM shall be permitted to recoup such reimbursement or fee
     reduction from the Fund, provided that at no time during the term of this
     letter shall the expenses allocated to the



     Fund, with the exceptions noted above, exceed __% of average daily net
     assets. This provision survives the term of this letter.]

     This waiver/reimbursement will continue in effect until [November 1, 2010],
     unless otherwise terminated, revised or extended. This waiver/reimbursement
     is applicable only to the Fund and shall not be applicable to any other
     series of Janus Investment Fund, whether now existing or hereafter created.

JANUS CAPITAL MANAGEMENT LLC           JANUS INVESTMENT FUND


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



                                    SCHEDULE



                 FUND                    EXPENSE LIMIT
                 ----                    -------------
                                      
Balanced Fund                                0.76%
Contrarian Fund                              0.89%
Enterprise Fund                              0.90%
Flexible Bond Fund                           0.55%
Forty Fund                                   0.78%
Research Core Fund                           0.66%
Global Real Estate Fund                      1.25%
Growth and Income Fund                       0.73%
High-Yield Fund                              0.78%
INTECH Risk-Managed Growth Fund              0.90%
INTECH Risk-Managed International Fund       1.00%
INTECH Risk-Managed Core                     0.89%
INTECH Risk-Managed Value Fund               0.75%
International Equity Fund                    1.25%
International Forty Fund                     1.25%
Janus Fund                                   0.78%
Long/Short Fund                              1.75%
Perkins Mid Cap Value Fund                   0.86%
Modular Portfolio Construction Fund          0.45%
Orion Fund                                   0.90%
Overseas Fund                                0.92%
Perkins Large Cap Value Fund                 1.00%
Short-Term Bond Fund                         0.55%
Perkins Small Cap Value Fund                 0.96%
Smart Portfolio-Conservative Fund            0.40%
Smart Portfolio-Growth Fund                  0.45%
Smart Portfolio-Moderate Fund                0.39%
Triton Fund                                  1.05%
Worldwide Fund                               1.00%

EX-99.14

                                                                      Exhibit 14

            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration
Statement on Form N-14 of our report dated September 18, 2008 relating to the
financial statements and financial highlights which appear in the July 31, 2008
Annual report to Shareholders of the Janus Adviser Series and our report dated
December 19, 2008, relating to the financial statements and financial highlights
which appear in the October 31, 2008 Annual Report to the Shareholders of Janus
Investment Fund, which are both incorporated by reference into the Registration
Statement. We also consent to the reference to us under the heading "Independent
Registered Public Accounting Firm" in such Registration Statement.


/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Denver, Colorado
May 6, 2009

COVER

[Janus letterhead]

May 7, 2009

EDGAR Operations Branch
Securities and Exchange Commission
Division of Investment Management
100 F Street, N.E.
Washington, DC 20549-0505

Re:   JANUS INVESTMENT FUND (the "Registrant")
      1933 Act File No. 2-34393
      1940 Act File No. 811-1879

Dear Sir or Madam:

The Registrant is transmitting today for filing under the Securities Act of
1933, as amended (the "1933 Act"), Pre-Effective Amendment No. 1 to the
registration statement filed on Form N-14 on March 17, 2009 (the "Registration
Statement") relating to the registration of shares of beneficial interest to be
issued in connection with the reorganization of Janus Adviser High-Yield Fund
(the "Acquired Fund"), a series of Janus Adviser Series, with and into Janus
High-Yield Fund (the "Acquiring Fund"), a series of the Registrant (the
"Reorganization"). The purpose for filing the Registration Statement is to
include changes made as a result of comments received from the staff of the
Securities and Exchange Commission ("Staff") on an April 16, 2009 telephone
conference call, other immaterial changes and required auditor's consent. The
Registration Statement has been redlined to show changes from the initial
registration statement.

The Registration Statement is also being filed under the Securities Exchange Act
of 1934, as amended. No filing fee is due in connection with this filing.

As noted above, the shares covered by the Registration Statement are to be
issued in connection with the Reorganization. Shares of the Acquiring Fund will
be issued to shareholders of the Acquired Fund in exchange for the transfer of
the Acquired Fund's assets and liabilities to the Acquiring Fund. As discussed
with the Staff on April 16, 2009 and April 28, 2009, pursuant to Rule
17a-8(a)(3) under the Investment Company Act of 1940, as amended, and as
permitted under the Acquired Fund's Trust Instrument, shareholders of the
Acquired Fund are not being requested to approve the Reorganization.

Pursuant to Rule 461(a) under the 1933 Act, the Registrant and Janus
Distributors LLC, the principal underwriter of the Registrant, respectfully
requests that the effectiveness of the Registration Statement be accelerated to
Friday, May 8, 2009 or as soon as practicable.



If you have any questions regarding this filing, please call Rodney DeWalt at
(303) 336-4562 or Stephanie Grauerholz-Lofton at (303) 394-6459.

Sincerely,

Janus Investment Fund

/s/ Stephanie Grauerholz-Lofton

Stephanie Grauerholz-Lofton, Esq
Vice President and Secretary

Janus Distributors LLC

/s/ Michelle Rosenberg

Michelle Rosenberg
Vice President

Enclosures (via EDGAR only)

cc:   Rodney A. DeWalt, Esq.
      Larry Greene, Esq.
      Robin R. Nesbitt, Esq.
      Cindy A. Antonson
      Donna Brungardt