UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to SectionSchedule 14(a) of the
Securities and Exchange Act of 1934 (Amendment
(Amendment No. ______________ )
Filed by the Registrant [X]☒ Filed by a Party other than the Registrant [ ]
☐
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY
RULE 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-12
JANUS INVESTMENT FUND
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(Exact
| ☐ | Preliminary Proxy Statement | |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
| ☒ | Definitive Proxy Statement | |
| ☐ | Definitive Additional Materials | |
| ☐ | Soliciting Material Pursuant to§240.14a-12 |
Janus Investment Fund
(Exact Name of Registrant as Specified in Charter)
151 Detroit Street, Denver, Colorado 80206-4805
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(Address
(Name of Principal Executive Offices)
303-333-3863
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(Registrant's Telephone No., including Area Code)
Stephanie Grauerholz-Lofton -- 151 Detroit Street, Denver, Colorado 80206-4805
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(Name and Address of Agent for Service)
Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (check(Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1)
| ☒ | No fee required. | |||
| ☐ | Fee computed on table below per Exchange Act Rules14a-6(i)(1) and0-11. | |||
| (1) | Title of each class of securities to which transaction applies: | |||
| (2) | Aggregate number of securities to which transaction applies: | |||
| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): | |||
| (4) | Proposed maximum aggregate value of transaction: | |||
| (5) | Total fee paid: | |||
| ☐ | Fee paid previously with preliminary materials: | |||
| ☐ | Check box if any part of the fee is offset as provided by Exchange Act Rule0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |||
| (1) | Amount Previously Paid: | |||
| (2) | Form, Schedule or Registration No.: | |||
| (3) | Filing Party: | |||
| (4) | Date Filed: | |||
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January 20, 2017
Dear Shareholder:
Recently, Janus Capital Group Inc. (“Janus”), the parent company of Janus Capital Management LLC (“Janus Capital”), your fund’s investment adviser, and Henderson Group plc (“Henderson”) entered into an Agreement and Plan of Merger pursuant to which transaction applies:
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2) Aggregate numberJanus and Henderson have agreed to effect anall-stock merger of securitiesequals strategic combination of their respective businesses, with Janus Capital surviving the merger as a direct wholly-owned subsidiary of Henderson (the “Transaction”). Subject to which transaction applies:
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3) Per unit price or other underlying valuecertain conditions, the Transaction is currently expected to close during the second quarter of transaction computed
pursuant2017. The closing may be deemed to Exchange Act Rule 0-11 (set forth the amount on which the filing fee
is calculated and state how it was determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any partcause an “assignment” of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedulecurrent advisory agreements between Janus Capital and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED IN THIS
FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY VALID OMB
CONTROL NUMBER.
SEC 1913 (04-05)
FOR SHAREHOLDERS OF
JANUS INVESTMENT FUND
(THE "TRUST")
(JANUS LOGO)
March 26, 2010
Dear Shareholder:
As a shareholder of one or more Janus mutual funds, and anysub-advisory agreements entered into by Janus Capital, which would cause such agreements to terminate.
In order to provide continuity of advisory services for your fund after the closing of the Transaction, the Board of Trustees for your Fundfund is requesting that you vote on one or moreproposals (i) to approve a new investment advisory agreement between Janus Capital and your fund to permit Janus Capital to continue to serve as investment adviser to the fund following the Transaction; and (ii) to the extent applicable to your fund, to approve a new investmentsub-advisory agreement between Janus Capital and your fund’s currentsub-adviser to permit suchsub-adviser to continue to manage the fund following the Transaction.
In addition, for Janus Asia Equity Fund and Janus Global Real Estate Fund, the Board of Trustees is requesting that you vote on a proposal to approve a newsub-advisory agreement between Janus Capital and Henderson Investment Management Limited, a subsidiary of Henderson, to become effective upon the closing of the fiveTransaction.
The Board of Trustees is also requesting that you vote on a proposal to elect an additional trustee to serve on the Board of Trustees, to take effect upon the closing of the Transaction.
Finally, the Board of Trustees is also requesting that you vote on a proposal to authorize Janus Capital to enter into and materially amendsub-advisory agreements in the future with wholly-ownedsub-advisers and unaffiliatedsub-advisers, with the approval of the Board of Trustees, but without obtaining additional shareholder approval. This proposal is presented for approval by those funds that do not already provide this flexibility to Janus Capital.
The proposals
that will be presented to shareholders at twoa joint Special MeetingsMeeting of Shareholders to be held on June 10, 2010.April 6, 2017. The various proposals are briefly summarized below
and in the Synopsis sectionsynopsis that precedes the enclosed joint proxy statement (the "Proxy Statement"“Proxy Statement”). The Proxy Statement includes a detailed discussion of each of the proposals, which you should read carefully.
The Board of Trustees unanimously recommends that youshareholders vote FOR the proposal(s) applicable to approve all of the applicable proposals presented
for your consideration.
The first special meeting will occur at 9:30 a.m. and relates to PROPOSAL
1, WHICH APPLIES TO ALL JANUS FUNDS. Proposal 1 asks that shareholders elect ten
Trustees to serve on the Board of Trustees. Eight of the individuals you are
being asked to consider for election currently serve on the Funds' Board of
Trustees and the remaining two nominees would become new Trustees upon election.
Because two Trustees will retire effective December 31, 2010 in accordance with
the retirement policy set by the Trustees, the Board is seeking to add two
independent Trustees to maintain the number of Trustees at eight following their retirement. Each nominee is considered "independent," meaning that the nominee
is not affiliated with the Funds' adviser or its related entities, and if
elected would serve as an "Independent Trustee."
The second special meeting will occur at 10:00 a.m. and relates to
Proposals 2, 3, 4 and 5 which apply to specific Funds. PROPOSAL 2 SEEKS
SHAREHOLDER APPROVAL TO ADD "PERFORMANCE FEES" AS PART OF THE INVESTMENT
ADVISORY FEE STRUCTURE FOR FIVE FUNDS: JANUS FORTY FUND, JANUS FUND, JANUS
GLOBAL OPPORTUNITIES FUND, JANUS OVERSEAS FUND AND JANUS TWENTY FUND. By adding
a performance fee structure, the advisory fee paid to each Fund's adviser, Janus
Capital Management LLC ("Janus Capital"), would change from a fixed-rate fee to
a fee that varies based on the Fund's performance relative to its benchmark
index. The Board of Trustees has previously approved performance-based advisory
fees for a number of Janus funds, and believes that moving to a fee schedule
that moves up or down based upon a Fund's performance better aligns the
interests of the Fund's manager with those of the shareholders of the Fund.
PROPOSAL 3 APPLIES TO JANUS GLOBAL REAL ESTATE FUND ONLY, and seeks
shareholder approval to change the benchmark index currently used to calculate
the performance-based investment advisory fee the Fund pays to the Fund's
adviser. The independent third-party that created the Fund's current benchmark
index has created a new index, which the Board of Trustees believes better
reflects the investment approach of the Fund, and, as a result, would be more
appropriate to compare against the Fund's performance.
Finally, PROPOSALS 4 AND 5 APPLY TO JANUS GLOBAL OPPORTUNITIES FUND ONLY.
Proposal 4 seeks shareholder approval to amend the investment advisory agreement
between the Fund and Janus Capital, the Fund's investment adviser, to allow
Janus Capital to engage a subadviser for the Fund. Proposal 5 seeks shareholder
approval of a new subadvisory agreement between Janus Capital and Perkins
Investment Management LLC ("Perkins"), the proposed subadviser for the Fund. As
discussed in greater detail in the attached materials, these changes are part of
a larger effort to focus the Fund's investment approach primarily on value
investing. If shareholders approve the new subadvisory agreement, Perkins will
assume the day-to-day management of the Fund, and the Fund's current portfolio
manager, Gregory Kolb, will continue to manage the Fund, although as an employee
of Perkins rather than Janus Capital. Note that Janus Capital, and not the Fund,
is responsible for paying the subadviser's fee. If Fund shareholders approve a
performance-based fee for the Fund as discussed in Proposal 2, then the
subadvisory fee Janus Capital pays the Fund's subadviser would also be a
performance-based fee.
THE INDEPENDENT TRUSTEES OF THE FUNDS BELIEVE THAT EACH PROPOSAL IS IN THE
BEST INTEREST OF EACH FUND, AS APPLICABLE, AND ITS SHAREHOLDERS AND HAVE
RECOMMENDED THAT SHAREHOLDERS VOTE "FOR" THE PROPOSAL(S) APPLICABLE TO THEIR
FUND.
fund.
You can vote in one of four ways:
- BY MAIL with the enclosed proxy card(s);
- BY INTERNET
Your vote is important, so please read the enclosed Proxy Statement carefully and submit your vote. If you have any questions about the proposal(s),proposals, please call the proxy solicitor, D.F. King & Co., Inc.,Computershare Fund Services, at 1-800-825-0898.
1-866-492-0863.
Thank you for your consideration of the proposal(s).proposals. We value you as a shareholder and look forward to our continued relationship.
Sincerely,
/s/ William F. McCalpin
William F. McCalpin
Chairman of the Board of
Janus Investment Fund
(JANUS LOGO)
| Sincerely, |
 |
| Bruce L. Koepfgen |
| President and Chief Executive Officer |
| of Janus Investment Fund |
JANUS INVESTMENT FUND
Janus Adaptive Global Allocation Fund Janus Asia Equity Fund Janus Balanced Fund Janus Contrarian Fund Janus Diversified Alternatives Fund Janus Enterprise Fund Janus Flexible Bond Fund Janus Forty Fund Janus Global Allocation Fund – Conservative Janus Global Allocation Fund – Growth Janus Global Allocation Fund – Moderate Janus Global Bond Fund Janus Global Life Sciences Fund Janus Global Real Estate Fund Janus Global Research Fund Janus Global Select Fund Janus Global Technology Fund Janus Global Unconstrained Bond Fund Janus Government Money Market Fund Janus Growth and Income Fund | Janus High-Yield Fund Janus Money Market Fund Janus Multi-Sector Income Fund Janus Overseas Fund Janus Real Return Fund Janus Research Fund Janus Short-Term Bond Fund Janus Triton Fund Janus Venture Fund INTECH Emerging Markets Managed Volatility Fund INTECH Global Income Managed Volatility Fund INTECH International Managed Volatility Fund INTECH U.S. Managed Volatility Fund Perkins Global Value Fund Perkins International Value Fund Perkins Large Cap Value Fund Perkins Mid Cap Value Fund Perkins Select Value Fund Perkins Small Cap Value Fund Perkins Value Plus Income Fund |
151 DETROIT STREET
DENVER, COLORADODetroit Street
Denver, Colorado 80206
NOTICE OF A JOINT SPECIAL MEETINGSMEETING OF SHAREHOLDERS
Notice is hereby given that a joint Special Meeting of Shareholders of Janus Investment Fund (the "Trust,"“Trust”) and the Janus funds listed above (each, a “Fund” and collectively, the “Funds”), each separatea series thereof, a "Fund"),of the Trust, has been called to be held at the JW Marriott Hotel, 150 Clayton Lane, Denver, Colorado 80206, on June 10, 2010,April 6, 2017 at 9:3010:00 a.m. Mountain Time.Time (together with any adjournments or postponements thereof, the “Meeting”). At the meeting,Meeting, shareholders of the Trust and each Fund will be asked to vote on the proposalproposals set forth below, to the extent applicable to their Fund, and to transact such other business, if any, as may properly come before the meeting.
Proposal 1. To elect ten Trustees, eachMeeting.
| Proposal 1. | For all Funds, to approve a new investment advisory agreement between the Trust, on behalf of your Fund, and Janus Capital Management LLC (“Janus Capital” or the “Adviser”). | |
| Proposal 2. | For certain Funds, to approve a newsub-advisory agreement between the Adviser and the Fund’s currentsub-adviser as follows: | |
a. To approve a newsub-advisory agreement between the Adviser and INTECH Investment Management LLC; | ||
b. To approve a newsub-advisory agreement between the Adviser and Perkins Investment Management LLC; and | ||
c. To approve a newsub-advisory agreement between the Adviser and Janus Capital Singapore Pte. Limited. | ||
| Proposal 3. | For Janus Asia Equity Fund and Janus Global Real Estate Fund, to approve asub-advisory agreement between Janus Capital and Henderson Investment Management Limited. | |
| Proposal 4. | For all Funds, to elect an additional trustee to the Board of Trustees of the Trust. | |
| Proposal 5. | For certain Funds, to approve a proposal that would authorize the Adviser to enter into and materially amendsub-advisory agreements in the future with wholly-ownedsub-advisers and unaffiliatedsub-advisers, with the approval of the Board of Trustees of the Trust, but without obtaining additional shareholder approval. |
Proposals 2, 3 and 5 apply to certain Funds, which are set forth in the enclosed joint proxy statement.
Shareholders of whom is considered
"independent."
Further notice is hereby given that a separate joint Special Meeting of
Shareholdersrecord of the Trust on behalf of specific Funds as indicated below, has
been called to be held at the JW Marriott Hotel, 150 Clayton Lane, Denver,
Colorado 80206, on June 10, 2010, at 10:00 a.m. Mountain Time. At the meeting,
shareholders of each Fund noted below will be asked to vote on the proposals set
forth below, as applicable, and to transact such other business, if any, as may
properly come before the meeting.
Proposal 2. To approve an amended and restated investment advisory
agreement between the Fund and Janus Capital Management LLC
("Janus Capital") to change the investment advisory fee rate
from a fixed rate to a rate that adjusts up or down based upon
the Fund's performance relative to its benchmark index for the
following Funds:
a. Janus Forty Fund
b. Janus Fund
c. Janus Global Opportunities Fund
d. Janus Overseas Fund
e. Janus Twenty Fund
Proposal 3. For Janus Global Real Estate Fund only, to approve an amended
and restated investment advisory agreement between the Fund
and Janus Capital to change the Fund's benchmark index for
purposes of calculating the performance-based investment
advisory fee.
Proposal 4. For Janus Global Opportunities Fund only, to approve an
amended and restated investment advisory agreement between the
Fund and Janus Capital to allow Janus Capital to engage a
subadviser for the Fund.
Proposal 5. For Janus Global Opportunities Fund only, to approve a
subadvisory agreement between Janus Capital, the Fund's
investment adviser, and Perkins Investment Management LLC
("Perkins"), that appoints Perkins as subadviser to the Fund.
Unless otherwise indicated, the first joint Special Meeting of Shareholders
of the Trust and the second joint Special Meeting of Shareholders of the Trust
(together with any adjournments or postponements thereof) are each referred to
herein as the "Meeting" and together, the "Meetings."
Shareholders of record of each Fund, as of the close of business on March
17, 2010,December 29, 2016 (the “Record Date”), will receive notice of the MeetingsMeeting and will be entitled to vote at the MeetingsMeeting with respect to proposalsthe Proposal(s) applicable to their Fund. IF YOU DO NOT EXPECT TO ATTEND THE MEETING PLEASE COMPLETE, SIGN, AND DATE
THE ENCLOSED PROXY CARD(S) AND RETURN IT IN THE ENCLOSED ADDRESSED ENVELOPE,
WHICH NEEDS NO POSTAGE IF MAILED IN THE UNITED STATES, OR TAKE ADVANTAGE OF THE
INTERNET OR TELEPHONIC VOTING PROCEDURES DESCRIBED ON THE ENCLOSED PROXY
CARD(S). PROMPT RETURN OF THE ENCLOSED PROXY CARD(S) (OR VOTING BY INTERNET OR
TELEPHONE) WILL HELP YOUR FUND TO AVOID THE EXPENSES OF ADDITIONAL
SOLICITATIONS. IF YOU WISH TO ATTEND THE MEETING AND VOTE YOUR SHARES IN PERSON
AT THAT TIME, YOU WILL STILL BE ABLE TO DO SO.
The persons named as proxies will vote in their discretion on any other business that may properly come before the Meeting including any adjournment or postponement of the Meeting.
Shareholders are urged to take advantage of the Internet or telephonic voting procedures described on the enclosed proxy card(s), or complete, sign and date the enclosed proxy card(s) and return it in the enclosed addressed envelope, which needs no postage if mailed in the United States. If you wish to attend the Meeting and vote your shares in person at that time, you will still be able to do so.
By orderOrder of the Board of Trustees,
/s/ Robin C. Beery
Robin C. Beery
Bruce L. Koepfgen
President and Chief Executive Officer of
Janus Investment Fund
March 26, 2010
January 20, 2017
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE JOINT SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 10, 2010:
THE ENCLOSED PROXY STATEMENT IS AVAILABLE FREE OF CHARGE AT
JANUS.COM/FUNDUPDATE.
THE FUNDS' MOST RECENT ANNUAL REPORT AND ANY MORE RECENT SEMIANNUAL REPORT,
ARE AVAILABLE FREE OF CHARGE AT JANUS.COM/INFO.
The enclosed joint proxy statement is available free of charge at janus.com/fundupdate. Each Fund’s most recent annual report and any more recent semiannual report are available free of charge at janus.com/info (or janus.com/reports if you hold shares directly with Janus).
INSTRUCTIONS FOR SIGNING PROXY CARDS
The following general rules for signing proxy cards may be of assistance to you and may avoid any delay involved in validating your vote if you fail to sign your proxy card(s) properly.
1. INDIVIDUAL ACCOUNT: Sign your name exactly as it appears in the
registration on the proxy card.
2. JOINT ACCOUNT: Either party may sign, but the name of the party signing
should conform exactly to the name shown in the registration on the
proxy card.
3. ALL OTHER ACCOUNTS: The capacity of the individual signing the proxy
card should be indicated unless it is reflected in the form of
registration. For example:
| 1. | Individual Account: Sign your name exactly as it appears in the registration on the proxy card. |
| 2. | Joint Account: Either party may sign, but the name of the party signing should conform exactly to the name shown in the registration on the proxy card. |
| 3. | All Other Accounts: The capacity of the individual signing the proxy card should be indicated unless it is reflected in the form of registration. For example: |
| Registration | Valid Signature | |
| Corporate Account | ||
| (1) ABC Corp. | ABC Corp. | |
| (2) ABC Corp. | John Doe, Treasurer | |
| (3) ABC Corp. c/o John Doe, Treasurer | John Doe | |
| (4) ABC Corp. Profit Sharing Plan | John Doe, Trustee | |
| Trust Account | ||
| (1) ABC Trust | Jane B. Doe, Trustee | |
| (2) Jane B. Doe, Trustee u/t/d 12/28/78 | Jane B. Doe | |
| Custodial or Estate Account | ||
| (1) John B. Smith, Cust. f/b/o John B. Smith, Jr. UGMA | John B. Smith | |
| (2) Estate of John B. Smith | John B. Smith, Jr., Executor | |
| 9 | ||||
PROPOSAL 2 APPROVAL OF NEW INVESTMENTSUB-ADVISORY AGREEMENT WITH CURRENTSUB-ADVISER | 10 | |||
| 10 | ||||
| 10 | ||||
Comparison of CurrentSub-Advisory Agreements and NewSub-Advisory Agreements | 11 | |||
| 12 | ||||
| 13 | ||||
| 13 | ||||
PROPOSAL 3 APPROVAL OF INVESTMENTSUB-ADVISORY AGREEMENT WITH HENDERSON INVESTMENT MANAGEMENT LIMITED | 14 | |||
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| 24 | ||||
Committees of the Board of | 25 | |||
| 26 | ||||
Board Oversight of Risk | 27 | |||
Trustee Share | 28 | |||
Compensation of | 28 | |||
| 28 | ||||
| 28 | ||||
| 30 | ||||
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ADDITIONAL INFORMATION ABOUT THE | 33 | |||
Quorum and | 33 | |||
Fund Share | 34 | |||
| 34 | ||||
Shareholder Proposals for Subsequent | 36 | |||
Shareholder | 36 | |||
Reports to Shareholders and Financial | 36 | |||
| 37 | ||||
| 38 | ||||
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| B-1 | ||||
Appendix | C-1 | |||
Appendix D: Dates Relating to CurrentSub-Advisory Agreements | D-1 | |||
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Appendix F: Information Regarding Officers and Directors of Adviser andSub-Advisers | F-1 | |||
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| O-1 | ||||
| P-1 | ||||
Appendix | Q-1 | |||
| R-1 | ||||
The following synopsis is intended to provide ana brief overview of the information providedmatters to be voted on at the joint Special Meeting of the Shareholders of the Janus funds listed in the enclosed joint proxy statement (the "Proxy Statement"(“Proxy Statement”) and to
summarize the proposals to be considered at the two joint Special Meetings of
Shareholders,, or at any adjournment or postponement thereof (the “Meeting”). This synopsis is qualified in its entirety by the remainder of this Proxy Statement. The Proxy Statement contains more detailed information about each proposal, and we encourage you to read it in its entirety before voting.
| Q: | What is happening? |
| A: | Janus Capital Management LLC (“Janus Capital” or the “Adviser”) is a direct subsidiary of Janus Capital Group Inc. (“Janus”), a publicly traded company with principal operations in financial asset management businesses and approximately $198.9 billion in assets under management as of September 30, 2016. Recently, Janus and Henderson Group plc (“Henderson”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which Janus and Henderson have agreed to effect an all-stock merger of equals strategic combination of their respective businesses, with Janus surviving the merger as a direct wholly-owned subsidiary of Henderson (the “Transaction”). Henderson is an independent global asset management business founded in 1934 with approximately $131.2 billion in assets under management, as of September 30, 2016. The Transaction will be effected via a share exchange with each share of Janus common stock exchanged for 4.7190 newly issued ordinary shares in Henderson. Based on the current number of shares outstanding, upon closing of the Transaction, Henderson and Janus shareholders are expected to own approximately 57% and 43%, respectively, of the ordinary shares of the combined company, which will be renamed Janus Henderson Global Investors plc (“Janus Henderson”). In addition, each Fund’s name will change to reflect “Janus Henderson” as part of the Fund’s name. Your Fund’s investment adviser will not change, but will be a subsidiary of Janus Henderson following the completion of the Transaction. Janus Henderson will have approximately $326 billion in assets under management and a combined market capitalization of $5.75 billion. Janus expects that the combination of these two complementary businesses will create a leading global active asset manager with significant scale, diverse products and investment strategies, and depth and breadth in global distribution, resulting in an organization that will be well-positioned to provide world-class client service. |
Completion of the Transaction is subject to the satisfaction or waiver of certain conditions, including the receipt of certain third party consents, including approval of new investment advisory agreements by shareholders of Janus Capital-advised U.S. registered investment companies, including the Funds, representing at least 67.5% of the aggregate assets under management of the Janus Capital-advised U.S. registered investment companies. Janus and Henderson currently expect to complete the Transaction during the second quarter of 2017.
Shareholders of the Janus funds listed in the enclosed Proxy Statement (each a "Meeting,"“Fund” and, together,collectively, the "Meetings"“Funds”).
WHAT PROPOSALS AM I BEING ASKED TO VOTE ON?
There are severalnot being asked to vote on the Transaction. Rather, shareholders of the Funds are being asked to vote on one or more proposals that are being voted on atpresented to them as a result of the Meetings.Transaction.
The Closing may be deemed to cause an “assignment” of each Fund’s current investment advisory agreement with Janus Capital, which would cause such agreement to terminate. Similarly, for those Funds with asub-advisory agreement with INTECH Investment Management LLC (“INTECH”), Perkins Investment Management LLC (“Perkins”) or Janus Capital Singapore Pte. Limited (“Janus Singapore”), the Closing may be deemed to cause an “assignment” of each such Fund’s existingsub-advisory agreement, which would cause such agreement to terminate. Janus Capital recommended, and the Board of Trustees (the “Board,” the “Board of Trustees,” or the “Trustees”) of Janus Investment Fund (the “Trust”) has approved, and recommends that shareholders of each Fund approve, a new investment advisory agreement between their Fund and Janus Capital, and a newsub-advisory agreement between Janus Capital and INTECH, Perkins, or Janus Singapore, as applicable, in order for Janus Capital and each currentsub-adviser to continue to provide advisory services to each Fund following the Transaction. Each of these proposed agreements will have substantially similar terms as the corresponding current agreement.
Contingent upon the closing of the Transaction, shareholders of Janus Asia Equity Fund are being asked to approve asub-advisory agreement between Janus Capital and Henderson Investment Management Limited (“HIML”), a subsidiary of Henderson. If approved, HIML would replace Janus Singapore assub-adviser to Janus Asia Equity Fund following the Closing of the Transaction. If the Closing does not occur, Janus Singapore would continue to serve assub-adviser to Janus Asia Equity Fund.
Contingent upon the closing of the Transaction, shareholders of Janus Global Real Estate Fund are being asked to approve asub-advisory agreement between Janus Capital and HIML. If approved, HIML would become thesub-adviser to Janus
i
Global Real Estate Fund and would be responsible for theday-to-day management of a portion of the investment portfolio of Janus Global Real Estate Fund following the Closing of the Transaction, subject to the oversight of Janus Capital. Janus Capital would continue to be responsible for theday-to-day management of the remaining portion of the investment operations of Janus Global Real Estate Fund. If the Closing does not occur, Janus Capital would continue to manage the entire portfolio of Janus Global Real Estate Fund.
The Board of Trustees is requesting that shareholders elect an additional Trustee, Diane L. Wallace (the “Trustee Nominee”).
Shareholders are also being asked to consider a proposal to implement a“manager-of-managers” structure in order to provide Janus Capital with greater flexibility with respect to the appointment ofsub-advisers in the future.
Each of these proposals is discussed further below. Not all of these proposals will impact your Fund.all Funds. Please refer to the following
table at the end of this synopsis as a reference for which proposal(s) applies to you.
| Q: | How will I as a Fund shareholder be affected by the Transaction? |
| A: | Your Fund investment will not change as a result of the Transaction. You will still own the same Fund shares and the underlying value of those shares will not change as a result of the Transaction. The Adviser, and, if applicable, your Fund’ssub-adviser, will continue to manage your Fund according to the same objectives and policies as before and do not anticipate any significant changes to your Fund, except as described in Proposal 3 |
Proposals 1, 2 and 3: Approve New Investment Advisory andSub-advisory Agreements
| Q: | Why am I being asked to approve a new investment advisory agreement between my Fund and Janus Capital? |
| A: | Janus Capital currently serves as each Fund’s investment adviser. The Transaction may be deemed to cause an “assignment” of the current investment advisory agreement with your Fund, which would cause the agreement to terminate. Shareholders are being asked to approve a new investment advisory agreement between the Adviser and their Fund to permit the Adviser to continue to serve as investment adviser to the Fund. |
| Q: | Why am I being asked to approve a newsub-advisory agreement between Janus Capital and my Fund’s currentsub-adviser? |
| A: | For certain Funds, Janus Capital has retained INTECH, Perkins or Janus Singapore to manage the assets of the Fund. The subsidiary that serves assub-adviser to eachsub-advised Fund is identified in the enclosed Proxy Statement. The Transaction may cause the currentsub-advisory agreement for your Fund to terminate. Shareholders are being asked to approve a newsub-advisory agreement between Janus Capital and their Fund’s currentsub-adviser to permit suchsub-adviser to continue to manage the Fund following the Closing. |
| Q: | Will the Transaction result in any important differences between the new investment advisory agreement and investmentsub-advisory agreement compared to the current agreements for my Fund? |
| A: | No. The terms of the new agreements with the Adviser and your Fund’s currentsub-adviser are substantially similar to the current agreements. There will be no change in the contractual advisory fee rate your Fund pays or the investment advisory services it receives as a result of the Transaction. |
| Q: | What will happen if shareholders of my Fund do not approve the new investment advisory agreement orsub-advisory agreement before consummation of the Transaction? |
| A: | Janus Capital, and if applicable, your Fund’s currentsub-adviser, will continue to manage your Fund under an interim investment advisory agreement and if applicable, an interimsub-advisory agreement, but must place their compensation for their services during this interim period in escrow, pending shareholder approval of the proposed new agreement(s). The Board of Trustees urges you to vote without delay in order to avoid potential disruption to your Fund if the Adviser and anysub-adviser were unable to continue to manage the Fund. |
ii
| Q: | For shareholders of Janus Asia Equity Fund and Janus Global |
| A: | The Adviser has determined that it would be in the best interest of Janus |
The Trustees oversee the management and operations of your Fund on your
behalf. Certain regulations requireAdviser has determined that a majority of the Trusteesit would be elected
by shareholders and while the Funds are not required, and do not intend, to hold
annual shareholder meetings for the purpose of electing Trustees, under the
terms of a settlement reached between Janus Capital Management LLC ("Janus
Capital") and the Securities and Exchange Commission in August 2004, commencing
in 2005 and not less than every fifth calendar year thereafter, the Funds are
obligated to hold a meeting of shareholders to elect Trustees. The last
shareholder meeting to elect Trustees occurred in 2005. The Board of Trustees of
your Fund (the "Board") is currently comprised of eight Trustees, all of whom
are independent. Two Trustees will retire effective December 31, 2010 in
accordance with the retirement policy set by the Trustees. The Board is seeking
to add two independent Trustees to maintain the number of Trustees at eight
going forward. All eight members of the current Board and two new members will
stand for election at the Meeting and, if approved, all ten members will serve
on the Board until two of those members retire effective December 31, 2010.
2
PROPOSAL 2: APPROVE AN AMENDED AND RESTATED INVESTMENT ADVISORY
AGREEMENT - PERFORMANCE FEE (JANUS FORTY FUND, JANUS FUND, JANUS
GLOBAL OPPORTUNITIES FUND, JANUS OVERSEAS FUND AND JANUS TWENTY
FUND ONLY)
WHY IS THE BOARD PROPOSING MOVING TO A PERFORMANCE-BASED FEE SCHEDULE FOR
CERTAIN FUNDS?
The Board believes that a fee schedule that adjusts based upon the positive
or negative performance of a Fund, relative to its benchmark index, better
aligns the interests of the portfolio manager and Janus Capital with those of
the Fund's shareholders. Currently, each Fund pays an advisory fee at a fixed
annual rate. As proposed, the rate of the investment advisory fee payable to
Janus Capital would decrease when a Fund does not perform well over a certain
time period, relative to its benchmark index, and would increase during periods
when the Fund outperforms its benchmark index. Janus Capital believes that the
proposed advisory fee structure will enable it to maintain the quality of
services it provides to each Fund and to attract and retain talented investment
personnel.
WHAT EFFECT WILL MOVING TO A PERFORMANCE-BASED FEE SCHEDULE FOR CERTAIN FUNDS
HAVE UPON THE INVESTMENT ADVISORY FEE RATE EACH FUND PAYS TO JANUS CAPITAL?
It is not possible to predict the effect of the performance adjustment on
future overall compensation paid by a Fund to Janus Capital, since any
adjustment will depend on the cumulative performance of the Fund relative to the
approved Fund benchmark index, as well as future changes to the size of the Fund
over the specified performance period. That being said, the proxy statement
contains information to help you evaluate the impact of this proposed change in
the fee structure.
PROPOSAL 3: APPROVE AN AMENDED AND RESTATED INVESTMENT ADVISORY
AGREEMENT - BENCHMARK CHANGE (JANUS GLOBAL REAL ESTATE FUND ONLY)
WHY IS JANUS CAPITAL PROPOSING TO CHANGE JANUS GLOBAL REAL ESTATE FUND'S
BENCHMARK INDEX?
At the time Janus Global Real Estate Fund was launched in 2007, the Fund's
current benchmark index, the FTSE EPRA/NAREIT Developed Index ("Developed
Index"), was the most appropriate benchmark index available for purposes of
comparative analysis of the Fund's performance, as both the Developed Index and
the Fund included exposure to global markets. The Fund, however, also included
exposure to emerging markets, but at that time, there was no comparable
benchmark index available with emerging markets exposure. Recently, FTSE Group
("FTSE") created the FTSE EPRA/NAREIT Global Index ("Global Index"), which
broadens the exposure offered by the Developed Index by including exposure to
emerging markets. Since Janus Global Real Estate Fund's strategy allows the
portfolio manager to invest in emerging market securities, and the Fund's
portfolio manager expects to continue investing in such securities, Janus
Capital proposed, and the Board of Trustees agreed, that the Global Index is a
more appropriate benchmark index for purposes of measuring the Fund's
3
performance. As of December 31, 2009, 2.9% of the Fund's investments were in
emerging markets securities. This change in benchmark index requires shareholder
approval because the benchmark index is used as part of the calculation to
determine the performance fee paid by the Fund to Janus Capital.
WILL THE CHANGE IN THE BENCHMARK INDEX FOR JANUS GLOBAL REAL ESTATE FUND RESULT
IN A CHANGE TO THE INVESTMENT OBJECTIVE OR STRATEGIES OF THE FUND?
No. The investment objective will remain the same, which is to seek total
return through a combination of capital appreciation and current income. The
Fund expects to maintain its current investment parameters of investing at least
80% of its net assets plus the amount of any borrowings for investment purposes,
in equity and debt securities of real estate-related companies, which can be
U.S. and non-U.S. real estate companies. In addition, the Fund will continue to
concentrate 25% or more of its net assets in securities of issuers in real
estate or real estate-related industries. With respect to the Fund's investments
in non-U.S. real estate companies, the Fund expects that, under normal market
conditions, it will maintain investments in issuers from several different
developed countries, including the U.S., and also will continue to be able to
invest up 15% of its net assets in emerging markets.
WHAT EFFECT WILL THE BENCHMARK INDEX CHANGE FOR JANUS GLOBAL REAL ESTATE FUND
HAVE UPON THE INVESTMENT ADVISORY FEE RATE THE FUND PAYS TO JANUS CAPITAL?
Janus Global Real Estate Fund pays Janus Capital a fee that adjusts up or
down based on the Fund's performance compared to its benchmark index,
essentially called a performance fee. The benchmark index change will not alter
the base fee component of the investment advisory fee, which is an annualized
rate of 0.75% of the average daily closing net asset value of the Fund. Whether
the change in the benchmark index to the Global Index results in an increase or
decrease in the performance fee component of the advisory fees that otherwise
would have been paid by the Fund depends on whether the Fund's future
performance compares more favorably with the Global Index or the Developed
Index. As discussed in the Proxy Statement, based on a pro forma analysis of the
Fund's past performance over comparable periods under identical assumptions,
Janus Capital would have been paid a slightly higher advisory fee if the Global
Index was used to calculate the performance fee component. While it is not
possible to predict the effect of the performance adjustment on future overall
compensation paid by the Fund to Janus Capital, since any adjustment will depend
on the future cumulative performance of the Fund relative to the approved Fund
benchmark index, as well as future changes to the size of the Fund over the
specified period of time, this proxy statement contains information to help you
evaluate the impact of this change.
4
PROPOSAL 4: APPROVE AN AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
(JANUS GLOBAL OPPORTUNITIES FUND ONLY)
WHY AM I BEING ASKED TO APPROVE AN AMENDMENT TO THE INVESTMENT ADVISORY
AGREEMENT FOR JANUS GLOBAL OPPORTUNITIES FUND?
As further explained below and in Proposal 5, Janus Capital believes it is in the best interest of Janus Global OpportunitiesReal Estate Fund to transitiondraw upon the Fund's
investment management to Perkins Investment Management LLC ("Perkins") to serve
as subadviser to the Fund. In order to do this, however, modifications must be
made to the investment advisory agreement currently in place between the Fund
and Janus Capital that will allow Janus Capital to engage Perkins, or any other
eligible entity, as the Fund's subadviser. The modifications will also set out
that the obligation to compensate Perkins, or any other subadviser, is the
responsibilityresources of Janus Capital, notHenderson following the Fund.
WILL THE AMENDMENT TO THE INVESTMENT ADVISORY AGREEMENT FOR JANUS GLOBAL
OPPORTUNITIES FUND INCREASE THE FUND'S INVESTMENT ADVISORY FEE RATE?
No. The investment advisory fee rate paid by the Fund will not increase as
a resultclosing of the amendment to the investment advisory agreement. Please keep in
mind that shareholders of the Fund are, however, being asked to approve a
performance-based investment advisory fee payable by the Fund to Janus Capital,
as described aboveTransaction. The Adviser recommended, and in Proposal 2.c. Accordingly, if shareholders of the Fund
approve the performance-based investment fee structure under Proposal 2.c.,
Janus Capital's fee rate will adjust up or down based on the Fund's future
performance.
PROPOSAL 5: APPROVE A SUBADVISORY AGREEMENT (JANUS GLOBAL OPPORTUNITIES FUND
ONLY)
WHY AM I BEING ASKED TO APPROVE A SUBADVISORY AGREEMENT FOR JANUS GLOBAL
OPPORTUNITIES FUND?
As Janus Capital continues its goal of moving toward a more cohesive
operating platform, it periodically reviews its mutual fund line-up to ensure
that all funds are being properly positioned based on their primary investment
strategies. As a result, in an effort to take advantage of the broad investment
expertise within Janus Capital and Perkins and, in particular, Perkins' value
investment capability, Janus Capital believes it is in the best interest of
Janus Global Opportunities Fund to transition the Fund's investment approach to
a more traditional value focus, and recommended to the Board of Trustees that
Perkins becomeapproved, asub-advisory agreement with HIML with respect to Janus Global Real Estate Fund, to take effect upon the subadviserClosing of the Transaction. HIML would be responsible for theday-to-day management of a portion of the investment portfolio of Janus Global Real Estate Fund subject to the general oversight of Janus Capital. Janus Capital would continue to be responsible for theday-to-day management of the remaining portion of the investment portfolio of Janus Global Real Estate Fund. However, becauseGuy Barnard,Co-Head of HIML’s Global Property Equities Team, Tim Gibson,Co-Head of HIML’s Global Property Equities Team, and Patrick Brophy, Portfolio Manager of Janus Global Real Estate Fund for Janus Capital, would serve as portfolio managers of Janus Global Real Estate Fund. HIML is an SEC registered investment adviser and is an indirect, wholly-owned subsidiary of Henderson and serves as investmentsub-adviser to several mutual funds offered by Henderson. No changes to the investment objective, policies or restrictions of Janus Global Real Estate Fund are anticipated in connection with the appointment of HIML assub-adviser. Thesub-advisory agreement with HIML will not take effect if the Closing does not occur. In that case, Janus Capital would continue to manage the entire portfolio of Janus Global Real Estate Fund as adviser.
HIML is an SEC registered underinvestment adviser and is an indirect, wholly-owned subsidiary of Henderson. As a global money manager, HIML and its affiliates (“Henderson Global Investors”) provide a full spectrum of investment products and services to institutions and individuals around the world. Henderson Global Investors has been managing assets for clients since 1934. Henderson Global Investors is a multi-skill, multi-asset management business with a worldwide distribution network. The business address of HIML is 201 Bishopsgate, London UK EC2M 3AE.
Proposal 4: Election of an Additional Trustee
| Q: | Why am I being asked to elect an additional Trustee? |
| A: | Currently, the Board of Trustees of the Trust has eight members, each of whom is an Independent Trustee (as described below). In connection with the Transaction, the Board has sought to increase the size of the Board to nine members and has nominated Diane L. Wallace (the “Trustee Nominee”) to stand for election as a Trustee. Ms. Wallace currently serves as a trustee of certain mutual funds advised by Henderson Global Investors (North America) Inc., a subsidiary of Henderson. Ms. Wallace was unanimously approved by the Board to stand for election, upon a recommendation from the Board’s Nominating and Governance Committee. Among other things, the Board considered Ms. Wallace’s background and experience in the financial services industry, including with the Henderson funds, and determined that the addition of Ms. Wallace to the Board would provide valuable continuity and enhance the Board’s oversight of the Funds following the completion of the Transaction. |
Each current Trustee and the Trustee Nominee is an Independent Trustee, meaning that each is not an “interested person” (as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended (the "1940
Act"“1940 Act”), which generally requires that any investment advisory agreement,
including a subadvisory agreement, be approved by a fund's shareholders prior to
becoming effective, you are being asked to approve a subadvisory agreement
between) of the Trust, Janus Capital, on behalf ofany sub-adviser, or Henderson. Information about the Fund,Trustee Nominee, including age, principal occupations during the past five years, and Perkins.
5
WILL ADDING PERKINS AS A SUBADVISER TO JANUS GLOBAL OPPORTUNITIES FUND INCREASE
THE FUND'S INVESTMENT ADVISORY FEE?
No. The investment advisory fee rate paid by the Fund will not increase as
a result of adding Perkins as subadviser to the Fund. Janus Capital, and not the
Fund, will pay Perkins a subadvisory fee for its services provided to the Fund.
Shareholders of the Fund are, however, being asked to approve a performance-
based investment advisory fee structure payable by the Fund to Janus Capital, as
described above and in Proposal 2.c. If shareholders of the Fund approve the
performance-based investment advisory fee under Proposal 2.c., then Perkins'
subadvisory fee rate will also adjust up or down in line with the performance
fee paid by the Fund to Janus Capital, because under the terms of the proposed
subadvisory agreement, Janus Capital will pay 50% of the advisory fee it
receives from the Fund to Perkins.
WILL ADDING PERKINS AS A SUBADVISER TO JANUS GLOBAL OPPORTUNITIES FUND AFFECT
THE MANAGEMENT OF THE FUND?
No. The Fund's current portfolio manager will continue to manage the Fund
although as an employee of Perkins rather than Janus Capital. Janus Capital will
continue to serve as investment adviser, overseeing Perkins.
HOW WILL ADDING PERKINS AS A SUBADVISER TO JANUS GLOBAL OPPORTUNITIES FUND
AFFECT THE FUND'S INVESTMENT STRATEGIES?
The engagement of Perkinsother information, such as the Fund's subadviser will resultTrustee Nominee’s experience, qualifications, attributes, or skills, is set forth in certain
changes, including changes to the Fund's investment objective and investment
strategies. In an effort to take advantagethis Proxy Statement.
iii
Proposal 5: Approval of Perkins' value investment
capabilities, the Fund will be moving from a combination growth/value
orientation to a traditional value orientation. Specifically, while the Fund
will continue to invest in common stocksManager of companies of any size located
throughout the world, including emerging markets, the Fund will seek to invest
in companies that are temporarily misunderstood by the investment community or
that demonstrate special situations or turnarounds. Pursuant to the "value"
strategy, the Fund's portfolio manager will generally lookManagers Structure
| Q: | Why am I being asked to vote on the Manager of Managers structure? |
| A: | Janus Capital and the Trust obtained exemptive relief from the U.S. Securities and Exchange Commission (“SEC”) that provides Janus Capital with the flexibility to enter into and materially amendsub-advisory agreements in the future with wholly-ownedsub-advisers and unaffiliatedsub-advisers, with the approval of the Board of Trustees of the Trust, but without the costs and delays associated with holding a shareholder meeting. This is referred to as “Manager of Managers” relief. However, in order to utilize the relief, shareholders of a Fund must approve its use for their Fund. There are no proposed changes to any Fund’s existingsub-advisory arrangement at this time, except for recommending approval of HIML assub-adviser for Janus Asia Equity Fund, replacing Janus Singapore, and adding HIML assub-adviser for Voting
By Internetthrough |
Whichever method you choose, please take the time to read the full text of the Proxy Statement before you vote.
It is important that shareholders respond to ensure that there is a quorum for eachthe Meeting. If we do not receive your response within a few weeks, you may be contacted by D.F. King & Co., Inc.Computershare Fund Services (“Computershare”), the proxy solicitor engaged by Janus Capital, who will remind you to vote your shares and help you return your proxy. If we doa quorum is not receivepresent or sufficient votes to approve a proposalthe proposals are not received by the date of eitherthe Meeting, wethe persons designated as proxies may adjourn the Meeting with respect to that proposal, to a later date so that we can continue to seek additional votes. Submitting your
vote promptly will help to save costs associated with additional solicitations.
IF I SEND MY VOTE IN NOW AS REQUESTED, CAN I CHANGE IT LATER?
| Q: | If I send my vote in now as requested, can I change it later? |
| A: | Yes. You may revoke your proxy vote at any time before it is voted at the Meeting by: (i) delivering a written revocation to the Secretary of the Trust; (ii) submitting a subsequently executed proxy vote; or (iii) attending the Meeting and voting in person. Even if you plan to attend the Meeting, we ask that you return your proxy card(s) or vote by telephone or Internet. This will help us to ensure that an adequate number of shares are present at the Meeting for consideration of the proposals. Shareholders should send notices of revocation to Janus Investment Fund at 151 Detroit Street, Denver, Colorado 80206, Attn: Secretary. |
iv
| Q: | What is the required vote to approve the proposals? |
| A: | Approval of Proposals 1, 2, 3 and 5 with respect to each applicable Fund requires the affirmative vote of a “majority of the outstanding voting securities” as defined under the 1940 Act (such a majority referred to herein as a “1940 Act Majority”), of such Fund. A 1940 Act Majority means the lesser of the vote of (i) 67% or more of the shares of the Fund entitled to vote thereon present at the Meeting, if the holders of more than 50% of such outstanding shares are present in person or represented by proxy; or (ii) more than 50% of such outstanding shares of the Fund entitled to vote thereon. |
Shareholders of each applicable Fund (with all classes of shares of a Fund voting together as a single class) will vote separately on Proposals 1, 2, 3 and 5 relating to their Fund. An unfavorable vote on any proposal by the shareholders of one Fund will not affect the implementation of such proposal by another Fund if the proposal is approved by the shareholders of that Fund. However, Proposals 1, 2 and 3 will only take effect upon the closing of the Trust at
151 Detroit Street, Denver, Colorado 80206; (ii) submittingTransaction, which is conditioned upon obtaining the approval of new investment advisory agreements by shareholders of Janus funds representing a subsequently
executed proxy vote; or (iii) attendingspecified percentage of assets under management.
For Proposal 4, the Meeting and voting in person. Even
if you plan to attend the Meeting, we ask that you return your proxy. This will
help us ensure that an adequate number of shares are present at the Meeting for
consideration of the proposal.
8
WHAT IS THE REQUIRED VOTE TO APPROVE EACH PROPOSAL?
Election of the TrusteesTrustee election will be determined by the affirmative vote of a plurality (the greatest number of affirmative votes) of the shares of all Fundsfunds of the Trust, votingincluding all Funds listed in this Proxy Statement and certain funds of the Trust for which votes are being solicited pursuant to separate proxy statements. Proposal 4 will only take effect upon the closing of the Transaction.
A quorum of shareholders is required to take action at the Meeting. The presence in person or by proxy at the Meeting.
Approval of each remaining proposal (Proposals 2 through 5) will require
the affirmative vote of a "majority of the holders of record of 30% of shares outstanding voting securities" of
each Fund (voting separately) within the meaning of the 1940 Act. A "majority of
the outstanding voting securities" means the lesser of (i) 67% or more of the
shares of the Fund presentand entitled to vote at the Meeting if the holders of more than 50% of
the outstanding shares are present or represented by proxy, or (ii) more than
50% of the outstanding shares (a "1940 Act Majority").
Quorum for consideration ofconstitutes a proposal at each Meeting is thirty percent of
the outstanding shares entitled to vote of (i) all Funds (Proposal 1), and (ii)
the applicable Fund for (Proposals 2, 3, 4 and 5).
Additionally, for Janus Global Opportunities Fund, implementation of the
subadvisory agreement being proposed for approval in Proposal 5 will be
contingent on approval by shareholders of the Fund of both quorum.
| Q: | Who is paying the costs of this solicitation? |
| A: | Janus Capital will pay the fees and expenses related to each proposal, including the cost of the preparation of these proxy materials and their distribution, and all other costs incurred with the solicitation of proxies, including any additional solicitation made by letter, telephone, or otherwise, and the Meeting. |
| Q: | Whom should I call for additional information about this Proxy Statement? |
| A: | Please call Computershare, the proxy solicitor engaged by Janus Capital, at1-866-492-0863. |
v
Proposals 4 and 5
within this Proxy Statement.
WHO SHOULD I CALL FOR ADDITIONAL INFORMATION ABOUT THIS PROXY STATEMENT?
Please call D.F. King & Co., Inc., the proxy solicitor for the Funds, at 1-
800-825-0898.
9
March 26, 2010
JANUS INVESTMENT FUND
| Fund | Proposal 1: Advisory Agreement | Proposal 2: New Sub-Advisory Agreement (with thesub-adviser listed below) | Proposal 3: New Sub- Advisory Agreement with HIML | Proposal 4: Election of Additional Trustee | Proposal 5: Manager of Managers | |||||
Janus Adaptive Global Allocation Fund | X | X | ||||||||
Janus Asia Equity Fund* | X | X (Janus Singapore) | X | X | X | |||||
Janus Balanced Fund | X | X | X | |||||||
Janus Contrarian Fund | X | X | X | |||||||
Janus | X | X | X | |||||||
Janus Enterprise Fund | X | X | X | |||||||
Janus Flexible Bond Fund | X | X | X | |||||||
Janus Forty Fund | X | X | X | |||||||
Janus | X | X | X | |||||||
Janus Global Allocation Fund – Moderate | X | X | X | |||||||
Janus Global Allocation Fund – Growth | X | X | X | |||||||
Janus Global Bond Fund | X | X | X | |||||||
Janus Global Life Sciences Fund | X | X | X | |||||||
Janus Global Real Estate Fund | X | X | X | X | ||||||
Janus Global Research Fund | X | X | X | |||||||
Janus | X | X | X | |||||||
Janus Global Technology Fund | X | X | X | |||||||
Janus | X | X | X | |||||||
Janus Government Money Market Fund | X | X | X | |||||||
Janus Growth and Income Fund | X | X | X | |||||||
Janus High-Yield Fund | X | X | X | |||||||
Janus Money Market Fund | X | X | X | |||||||
Janus Multi-Sector Income Fund | X | X | X | |||||||
Janus Overseas Fund | X | X | X | |||||||
Janus Real Return Fund | X | X | X | |||||||
Janus Research Fund | X | X | X | |||||||
Janus Short-Term Bond Fund | X | X | X | |||||||
Janus Triton Fund | X | X | X | |||||||
Janus Venture Fund | X | X | X | |||||||
| INTECH | X | X (INTECH) | X | |||||||
| INTECH Global Income Managed Volatility Fund | X | X (INTECH) | X | X | ||||||
| INTECH International | X | X (INTECH) | X | X | ||||||
INTECH | X | X (INTECH) | X | X | ||||||
Perkins Global Value Fund | X | X (Perkins) | X | X | ||||||
Perkins International Value Fund | X | X (Perkins) | X | X | ||||||
Perkins Large Cap Value Fund | X | X (Perkins) | X | X | ||||||
Perkins Mid Cap Value Fund | X | X (Perkins) | X | X | ||||||
Perkins Select Value Fund | X | X (Perkins) | X | X | ||||||
Perkins Small Cap Value Fund | X | X (Perkins) | X | X | ||||||
Perkins Value Plus Income Fund | X | X (Perkins) | X | X |
vi
January 20, 2017
JANUS INVESTMENT FUND
Janus Adaptive Global Allocation Fund Janus Asia Equity Fund Janus Balanced Fund Janus Contrarian Fund Janus Diversified Alternatives Fund Janus Enterprise Fund Janus Flexible Bond Fund Janus Forty Fund Janus Global Allocation Fund – Conservative Janus Global Allocation Fund – Growth Janus Global Allocation Fund – Moderate Janus Global Bond Fund Janus Global Life Sciences Fund Janus Global Real Estate Fund Janus Global Research Fund Janus Global Select Fund Janus Global Technology Fund Janus Global Unconstrained Bond Fund Janus Government Money Market Fund Janus Growth and Income Fund | Janus High-Yield Fund Janus Money Market Fund Janus Multi-Sector Income Fund Janus Overseas Fund Janus Real Return Fund Janus Research Fund Janus Short-Term Bond Fund Janus Triton Fund Janus Venture Fund INTECH Emerging Markets Managed Volatility Fund INTECH Global Income Managed Volatility Fund INTECH International Managed Volatility Fund INTECH U.S. Managed Volatility Fund Perkins Global Value Fund Perkins International Value Fund Perkins Large Cap Value Fund Perkins Mid Cap Value Fund Perkins Select Value Fund Perkins Small Cap Value Fund Perkins Value Plus Income Fund |
151 DETROIT STREET
DENVER, COLORADODetroit Street
Denver, Colorado 80206
JOINT SPECIAL MEETINGSMEETING OF SHAREHOLDERS
This is a joint proxy statement ("(“Proxy Statement"Statement”) for the Janus funds listed above (each, a "Fund"“Fund” and collectively, the "Funds"“Funds”), each a series of Janus Investment Fund (the "Trust"“Trust”). Proxies for twoa joint Special MeetingsMeeting of Shareholders of each Fund are being solicited by the Board of Trustees of the Trust (the "Board,"“Board,” the "Board“Board of Trustees,"” or the "Trustees"“Trustees”) to approve the following proposals as applicable,(each, a “Proposal”) that have already been approved by the Board:
FIRST SPECIAL MEETING
Proposal 1. For the Trust, to elect ten Trustees, each of whom is
considered "independent."
10
SECOND SPECIAL MEETING
Proposal 2. To approve an amended and restated investment advisory
agreement between the Fund and Janus Capital Management LLC
("Janus Capital") to change the investment advisory fee rate
from a fixed rate to a rate that adjusts up or down based upon
the Fund's performance relative to its benchmark index for the
following Funds:
a. Janus Forty Fund
b. Janus Fund
c. Janus Global Opportunities Fund
d. Janus Overseas Fund
e. Janus Twenty Fund
Proposal 3. For Janus Global Real Estate Fund only, to approve an amended
and restated investment advisory agreement between the Fund
and Janus Capital to change the Fund's benchmark index for
purposes of calculating the performance-based investment
advisory fee.
Proposal 4. For Janus Global Opportunities Fund only, to approve an
amended and restated investment advisory agreement between the
Fund and Janus Capital to allow Janus Capital to engage a
subadviser for the Fund.
Proposal 5. For Janus Global Opportunities Fund only, to approve a
subadvisory agreement between Janus Capital, the Fund's
investment adviser, and Perkins Investment Management LLC
("Perkins"), that appoints Perkins as subadviser to the Fund.
Unless otherwise indicated, the first Special Meeting of Shareholders of
the Trust and the second
Proposal | Applicable Funds | |||
| 1. | To approve a new investment advisory agreement between the Trust, on behalf of your Fund, and Janus Capital Management LLC (“Janus Capital” or the “Adviser”). | All Funds | ||
| 2. | To approve a newsub-advisory agreement between the Adviser and your Fund’s currentsub-adviser as follows: | |||
a. To approve a newsub-advisory agreement between the Adviser and INTECH Investment Management LLC (“INTECH”); | INTECH Emerging Markets Managed Volatility Fund INTECH Global Income Managed Volatility Fund INTECH International Managed Volatility Fund INTECH U.S. Managed Volatility Fund | |||
b. To approve a newsub-advisory agreement between the Adviser and Perkins Investment Management LLC (“Perkins”); and | Perkins Global Value Fund Perkins International Value Fund Perkins Large Cap Value Fund Perkins Mid Cap Value Fund Perkins Select Value Fund Perkins Small Cap Value Fund Perkins Value Plus Income Fund | |||
Proposal | Applicable Funds | |||
c. To approve a newsub-advisory agreement between the Adviser and Janus Capital Singapore Pte. Limited (“Janus Singapore” and together with INTECH and Perkins, each a“Sub-Adviser” and collectively, the“Sub-Advisers”). | Janus Asia Equity Fund | |||
| 3. | To approve asub-advisory agreement between the Adviser and Henderson Investment Management Limited (“HIML”). | Janus Asia Equity Fund Janus Global Real Estate Fund | ||
| 4. | To elect an additional Trustee to the Board of Trustees of the Trust. | All Funds | ||
| 5. | To approve a proposal that would authorize the Adviser to enter into and materially amendsub-advisory agreements in the future with wholly-ownedsub-advisers and unaffiliatedsub-advisers, with the approval of the Board of Trustees of the Trust, but without obtaining additional shareholder approval (the “Manager of Managers Proposal”). | All Funds (except Janus Adaptive Global Allocation Fund and INTECH Emerging Markets Managed Volatility Fund) | ||
The joint Special Meeting of Shareholders of the Trust
(together with any adjournments or postponements thereof) are each referred to
herein as the "Meeting" and together, the "Meetings."
The first Special Meeting of Shareholders will be held at the JW Marriott Hotel, 150 Clayton Lane, Denver, Colorado 80206, on June 10, 2010 at 9:30 a.m.
Mountain Time, or at such later time as may be necessary due to adjournments or
postponements thereof. The second Special Meeting of Shareholders will be also
held at the JW Marriott Hotel on June 10, 2010April 6, 2017 at 10:00 a.m. Mountain Time, or at such later time as may be necessary due to adjournments or postponements thereof.thereof (the “Meeting”). Any shareholder of record who owned shares of the Trust or a Fund as of the close of business on March 17, 2010December 29, 2016 (the "Record Date"“Record Date”), will receive notice of the MeetingsMeeting and will be entitled to vote at the Meetings.
Meeting.
At eachthe Meeting, you will be asked to vote on the proposalseach proposal applicable to theeach Fund of which you held shares as of the Record Date. You should read the entire Proxy Statement before voting. If you have any questions, please call our proxy solicitor, D.F. King & Co., Inc.Computershare Fund Services (“Computershare”), at 1-800-825-0898.1-866-492-0863. This Proxy Statement, Notice of a Joint Special Meetings,
11
March 26, 2010.
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 CALLING
A JANUS REPRESENTATIVE AT January 20, 2017.
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 calling a Janus representative at1-877-335-2687 (OR (or1-800-525-3713 IF YOU HOLD SHARES
DIRECTLY WITH JANUS CAPITAL) if you hold shares directly with Janus Capital), VIA THE INTERNET AT JANUS.COM/INFO (OR
JANUS.COM/REPORTS IF YOU HOLD SHARES DIRECTLY WITH JANUS CAPITAL)via the Internet at janus.com/info (or janus.com/reports if you hold shares directly with Janus Capital), OR BY SENDING
A WRITTEN REQUEST TO THE SECRETARY OF THE TRUST ATor by sending a written request to the Secretary of the Trust at 151 DETROIT STREET, DENVER,
COLORADODetroit Street, Denver, Colorado 80206.
PROPOSAL 1
ELECTION OF TRUSTEES
(ALL JANUS FUNDS)
The Adviser is a direct subsidiary of Janus Capital Group Inc. (“Janus”), a publicly traded company with principal operations in financial asset management businesses and approximately $198.9 billion in assets under management as of September 30, 2016. Recently, Janus and Henderson Group plc (“Henderson”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which Janus and Henderson have agreed to effect anall-stock merger of equals strategic combination of their respective businesses, with Janus surviving the Meeting,merger as a direct wholly-owned subsidiary of Henderson (the “Transaction”). Henderson is an independent global asset management business founded in 1934 with approximately $131.2 billion in assets under management, as of September 30, 2016.
The Transaction will be effected via a share exchange with each share of Janus common stock exchanged for 4.7190 newly issued ordinary shares in Henderson. Based on the current number of shares outstanding, upon closing of the Transaction, Henderson and Janus shareholders are expected to own approximately 57% and 43%, respectively, of the ordinary shares of the combined company, which will be renamed Janus Henderson Global Investors plc (“Janus Henderson”). Janus Henderson will have approximately $326 billion in assets under management and a combined market capitalization of $5.75 billion. The name of your Fund, and most of the mutual funds offered by the Adviser, will also be renamed to reflect “Janus Henderson” in the name. Janus expects that the combination of these two complementary businesses will create a leading global active asset manager with significant scale, diverse products and investment strategies, and depth and breadth in global distribution, resulting in an organization that will be well-positioned to provide world-class client service.
Under the terms of the Merger Agreement, as of the effective time of the Transaction, (i) Richard M. Weil, the current Chief Executive Officer of Janus, will become aco-Chief Executive Officer of Janus Henderson and (ii) Andrew J. Formica, the current Chief Executive Officer of Henderson, will become aco-Chief Executive Officer of Janus Henderson.
Janus Henderson will have a Board of Directors consisting initially of twelve directors, (i) six of whom will be persons designated by the existing Board of Directors of Henderson, and (ii) six of whom will be persons designated by the existing Board of Directors of Janus.
Completion of the Transaction is subject to the satisfaction or waiver of certain conditions, including (i) the requisite approval of the Merger Agreement by the holders of common stock of Janus; (ii) the requisite approval of the shareholders of allHenderson of the Transaction and certain related matters; (iii) regulatory approvals; and (iv) receipt of certain third party consents, including approval of new investment advisory agreements by shareholders of Janus Capital-advised U.S. registered investment companies, including the Funds, will berepresenting at least 67.5% of the aggregate assets under management of the Janus Capital-advised U.S. registered investment companies.
The Merger Agreement contains certain termination rights for each of Henderson and Janus, including in the event that (i) the Transaction is not consummated on or before September 30, 2017, (ii) the approval of the Transaction by the shareholders of Henderson or the stockholders of Janus is not obtained at the respective shareholder meetings or (iii) if any restraint that prevents, makes illegal or prohibits the consummation of the Transaction shall have become final and non-appealable. In addition, Henderson and Janus can each terminate the Merger Agreement prior to the shareholder meeting of the other party if, among other things, the other party’s board of directors has changed its recommendation that its shareholders approve the Transaction, and adopt the Merger Agreement.
Janus and Henderson currently expect to complete the Transaction during the second quarter of 2017.
Shareholders of the Funds are being asked to elect ten
individuals to constituteconsider Proposals1-3 (approval of advisory andsub-advisory agreements) and 4 (appointment of trustee) in connection with the Trust's Board of Trustees. The ten nominees for
election as Trustees who receiveTransaction. These Proposals are contingent upon the greatest number of votes from shareholders
voting in person or by proxy at the Meeting will be elected as TrusteesClosing of the Trust. These ten nominees were selected after careful considerationTransaction and will take effect only if the Transaction closes. Proposal 5 (manager of managers proposal) is not related to the Transaction and will take effect whether or not the Transaction closes.
APPROVAL OF NEW INVESTMENT ADVISORY AGREEMENT
(All Funds)
Pursuant to a separate investment advisory agreement between Janus Capital and the Trust on behalf of each Fund (each a “Current Advisory Agreement” and collectively, the “Current Advisory Agreements”), Janus Capital serves as each Fund’s investment adviser. The date of each Fund’s Current Advisory Agreement and the date on which it was last approved by shareholders and approved for continuance by the Trust's Nominating and Governance Committee, a committee consisting entirely of
Trustees whoBoard are not "interested" persons (as definedprovided inAppendix B to this Proxy Statement.
Each Current Advisory Agreement, as required by Section 2(a)(19)15 of the Investment Company Act of 1940, as amended (the "1940 Act"“1940 Act”), provides for its automatic termination in the event of its “assignment” (as defined in the 1940 Act). The consummation of the Transaction may be deemed an “assignment” of each Current Advisory Agreement which would cause the automatic termination of each Current Advisory Agreement, as required by the 1940 Act. The 1940 Act requires that a new advisory agreement be approved by the board of trustees and the shareholders of a fund in order for it to become effective.
With respect to each Fund, shareholders of the Fund are being asked to approve a new investment advisory agreement between the Trust, on behalf of the Fund, and the Adviser that are substantially similar to the Current Advisory Agreement to take effect immediately after the Transaction or shareholder approval, whichever is later (each, a “New Advisory Agreement” and collectively, the “New Advisory Agreements”).
At an in-person meeting of the Board on December 8, 2016, and for the reasons discussed below (see “Board Considerations” after Proposal 3 in this Proxy Statement), the Board, all of whom are Trustees who are not “interested persons” (as defined in Section 2(a)(19) of the 1940 Act) of the Funds, the Adviser, anysub-adviser or Henderson (the “Independent Trustees”), unanimously approved the New Advisory Agreement on behalf of each Fund and unanimously recommended approval of the New Advisory Agreement by shareholders. For additional information regarding the Board’s consideration of the New Advisory Agreements, see “Board Considerations” after Proposal 3 in this Proxy Statement. The form of the New Advisory Agreement is attached hereto asAppendix N to this Proxy Statement.
Comparison of Current Advisory Agreements and New Advisory Agreements
The terms of each New Advisory Agreement are substantially similar to those of the Current Advisory Agreement. There is no change in the fee rate payable by each Fund to the Adviser. Changes made to the New Advisory Agreement compared to the Current Advisory Agreement include the date of expiration, and, for Funds with a performance-based investment advisory fee, changes to ensure continuity of the advisory fee based on the Fund’s historical performance, as provided for under the Current Advisory Agreement. If approved by shareholders of a Fund, the New Advisory Agreement for each Fund will have an initial term until February 1, 2018 and will continue in effect from year to year if such continuance is approved at least annually in the manner required by the 1940 Act and the rules and regulations thereunder. Below is a comparison of certain terms of the Current Advisory Agreement to the terms of the New Advisory Agreement.
Investment Advisory Services. The investment advisory services to be provided by the Adviser to each Fund are the same under the Current Advisory Agreements and the New Advisory Agreements. Both the Current Advisory Agreements and New Advisory Agreements provide that the Adviser shall furnish continuous advice and recommendations to each Fund, and shall have authority to act with respect thereto, as to the acquisition, holding, or disposition of any or all of the securities or other assets which each Fund may own or contemplate acquiring from time to time. The Adviser shall give due consideration to the investment policies and restrictions and the other statements concerning each Fund in the Trust’s Amended and Restated Declaration of Trust, as then in effect, the Trust’s Amended and Restated Bylaws, as then in effect, and the registration statements of the Trust, and to provisions of the Internal Revenue Code, as applicable to each Fund as a regulated investment company. In addition, the Adviser shall cause its officers to attend meetings and furnish oral and written reports, as each Fund may reasonably require, in order to keep the Board and appropriate officers of each Fund and the Trust fully informed as to the condition of the investment portfolio of each Fund. The investment advisory services are expected to be provided by the same personnel of the Adviser under the New Advisory Agreements as under the Current Advisory Agreements.
Janus Global Unconstrained Bond Fund and Janus Diversified Alternatives Fund each have a subsidiary to which Janus Capital provides investment advisory services (each a “Subsidiary”). Each Subsidiary has entered into a separate investment
advisory agreement with Janus Capital (each a “Subsidiary Advisory Agreement”). The consummation of the Transaction may be deemed an “assignment” of each Subsidiary Advisory Agreement, which would cause the automatic termination of each Subsidiary Advisory Agreement, as required by the 1940 Act. In order to permit Janus Capital to continue to serve as investment adviser to each Subsidiary following the Transaction, if the New Advisory Agreement is approved, Janus Capital will enter into a new investment advisory agreement with each Subsidiary, which will be substantially similar to the current Subsidiary Advisory Agreement.
Fees. Under each Current Advisory Agreement and New Advisory Agreement, the Fund pays to the Adviser an investment advisory fee which is calculated daily and paid monthly. Each Fund’s investment advisory fee rate under the New Advisory Agreement for such Fund is identical to the investment advisory fee rate under the Current Advisory Agreement. Certain Funds pay an investment advisory fee rate that may adjust up or down based on such Fund’s performance relative to the cumulative investment record of its benchmark index over a performance measurement period. For each such Fund, the terms of such performance adjustment under the New Advisory Agreement are identical to the terms of such performance adjustment under the Current Advisory Agreement.Appendix C to this Proxy Statement sets forth the investment advisory fee rate applicable to each Fund.Appendix G to this Proxy Statement sets forth the amount of fees paid to the Adviser during each Fund’s most recently ended fiscal year.
Payment of Expenses. Under each Current Advisory Agreement and the New Advisory Agreement, the Funds assume and pay all expenses incidental to their organization, operations and business not specifically assumed or agreed to be paid by the Adviser. These Fund expenses include custodian and transfer agency fees and expenses, brokerage commissions and dealer spreads, and other expenses in connection with the execution of portfolio transactions, legal and accounting expenses, interest, taxes, a portion of trade association or other investment company organization dues and expenses, registration fees, expenses of shareholders’ meetings, reports to shareholders, fees and expenses of Independent Trustees, and other costs of complying with applicable laws regulating the sales of Fund shares. The Funds, along with other Janus funds, also pay some or all of the salaries, fees, and expenses of certain Fund officers and employees of the Adviser (also sharing certain expenses and salaries for the Funds’ Chief Compliance Officer and other compliance-related personnel employed by the Adviser as authorized by the Trustees from time to time). For Janus Money Market Fund and Janus Government Money Market Fund, the Adviser pays for certain of these expenses pursuant to an Administration Agreement between the Adviser and these Funds.
Other Services. Under each Current Advisory Agreement and New Advisory Agreement, the Adviser is authorized, but not obligated, to perform management and administrative services necessary for the operation of each Fund. Specifically, the Adviser is authorized to conduct relations with custodians, depositories, transfer and pricing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurance company separate accounts, insurers, banks and such other persons in any such other capacity deemed by the Adviser to be necessary or desirable. The Adviser shall also generally monitor and report to the officers of the Trust regarding each Fund’s compliance with investment policies and restrictions as set forth in the currently effective prospectus and statement of additional information relating to the shares of each Fund. Additionally, the Adviser shall make reports to the Board of its performance of services upon request and furnish advice and recommendations with respect to such other aspects of the business and affairs of each Fund as it shall determine to be desirable. The Adviser is also authorized, subject to review by the Board, to furnish such other services as the Adviser shall from time to time determine to be necessary or useful to perform the services contemplated by the agreement. The Adviser also serves as administrator to the Funds pursuant to an Administration Agreement between Janus Capital and the Trust. See “Affiliated Service Providers, Affiliated Brokerage and Other Fees—Administrator” for additional information regarding these administrative services.
Limitation on Liability. The Current Advisory Agreements and New Advisory Agreements provide that the Adviser will not be liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission taken with respect to a Fund, except for willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties and except to the extent otherwise provided by law.
Continuance. The Current Advisory Agreement for each Fund continues in effect for successiveone-year periods after its initial term, if such continuance is specifically approved at least annually by (a) the vote of a majority of the Independent Trustees cast in person at a meeting called for the purpose of voting on the terms of such renewal, and (b) either the Trustees of the Trust or the affirmative vote of a majority of the outstanding voting securities of the Fund. The New Advisory Agreement for each Fund will have an initial term until February 1, 2018, and will continue thereafter for successiveone-year periods if approved annually in the same manner required under the Current Advisory Agreement.
Termination. The Current Advisory Agreement and New Advisory Agreement for each Fund provide that the agreement may be terminated at any time, without penalty, by the Board, or by the shareholders of the Fund acting by vote of at least a
majority of its outstanding voting securities, provided in either case that sixty (60) days’ advance written notice of termination be given to the Adviser at its principal place of business. Further, the Current Advisory Agreement and the New Advisory Agreement may be terminated by the Adviser at any time, without penalty, by giving sixty (60) days’ advance written notice of termination to the Fund, addressed to its principal place of business.
In the event shareholders of a Fund do not approve the New Advisory Agreement at the Meeting prior to the closing of the Transaction, an interim investment advisory agreement between the Adviser and such Fund (each, an “Interim Advisory Agreement” and collectively, the “Interim Advisory Agreements”) will take effect upon the closing of the Transaction. At the December 8, 2016 meeting, the Board, all of whom are Independent Trustees, unanimously approved an Interim Advisory Agreement for each Fund in order to assure continuity of investment advisory services to the Funds after the Transaction. The terms of each Interim Advisory Agreement are substantially identical to those of the applicable Current Advisory Agreement and New Advisory Agreement, except for the term and escrow provisions described below. The Interim Advisory Agreement will continue in effect for a term ending on the earlier of 150 days from the closing of the Transaction (the“150-day period”) or when shareholders of the Fund approve the New Advisory Agreement. Pursuant to Rule15a-4 under the 1940 Act, compensation earned by the Adviser under an Interim Advisory Agreement will be held in an interest-bearing escrow account. If shareholders of a Fund approve the New Advisory Agreement prior to the end of the150-day period, the amount held in the escrow account under the Interim Advisory Agreement will be paid to the Adviser. If shareholders of a Fund do not approve the New Advisory Agreement prior to the end of the150-day period, the Board will take such action as it deems to be in the best interests of the Fund, and the Adviser will be paid the lesser of its costs incurred in performing its services under the Interim Advisory Agreement or the total amount in the escrow account, plus interest earned.
Other Actions Contemplated in Connection with the Transaction
Fund mergers involving certain Funds are proposed to occur at or about the time of the closing of the Transaction:
Janus Forty Fund. The Board has approved a merger of Janus Twenty Fund, a series of the Trust, into Janus Forty Fund. The merger is contingent on approval by shareholders of Janus Twenty Fund, which will be solicited pursuant to a separate proxy statement/prospectus that will contain information about the proposed merger and will be sent separately to Janus Twenty Fund shareholders. The merger does not require approval of shareholders of Janus Forty Fund and shareholders of Janus Forty Fund are not being asked to vote on the merger. The merger will not result in any changes to Janus Forty Fund’s investment strategies, policies, management or contractual advisory fee rates.
Janus Research Fund. The Board has approved a merger of Janus Fund, a series of the Trust, into Janus Research Fund. The merger is contingent on approval by shareholders of Janus Fund, which will be solicited pursuant to a separate proxy statement/prospectus that will contain information about the proposed merger and will be sent separately to Janus Fund shareholders. The merger does not require approval of shareholders of Janus Research Fund and shareholders of Janus Research Fund are not being asked to vote on the merger. The merger will not result in any changes to Janus Research Fund’s investment strategies, policies, management or contractual advisory fee rates.
INTECH U.S. Managed Volatility Fund. The Board has approved a merger of INTECH U.S. Core Fund into INTECH U.S. Managed Volatility Fund. The merger is contingent on approval by shareholders of INTECH U.S. Core Fund, which will be solicited pursuant to a separate proxy statement/prospectus that will contain information about the proposed merger and will be sent separately to INTECH U.S. Core Fund shareholders. The merger does not require approval of shareholders of INTECH U.S. Managed Volatility Fund and shareholders of INTECH U.S. Managed Volatility Fund are not being asked to vote on the merger. The merger will not result in any changes to INTECH U.S. Managed Volatility Fund’s investment strategies, policies, management or contractual advisory fee rates.
Janus Global Technology Fund. The Board has approved a merger of Henderson Global Technology Fund, a mutual fund organized as a series of Henderson Global Funds and advised by Henderson Global Investors (North America) Inc. (“HGINA”), a subsidiary of Henderson, into Janus Global Technology Fund. The merger is contingent on (i) the closing of the Transaction and (ii) approval by shareholders of Henderson Global Technology Fund. The merger does not require approval by shareholders of Janus Global Technology Fund and shareholders of Janus Global Technology Fund are not being asked to vote on the merger. The merger will not result in any changes to Janus Global Technology Fund’s investment strategies, policies, management or contractual advisory fee rates.
Certain Conditions under the 1940 Act
The Board has been advised that the parties to the Merger Agreement have structured the Transaction in reliance upon Section 15(f) of the 1940 Act. Section 15(f) provides in substance that when a sale of a controlling interest in an investment adviser occurs, the investment adviser or any of its affiliated persons may receive any amount or benefit in connection with the sale so long as two conditions are satisfied. The first condition of Section 15(f) is that, during the three-year period following the consummation of a transaction, at least 75% of the investment company’s board of directors must not be “interested persons” (as defined in the 1940 Act) of the investment adviser or predecessor adviser. The composition of the Board of the Trust currently meets this test and would continue to meet this test after the election of an additional trustee pursuant to Proposal 4. Second, an “unfair burden” (as defined in the 1940 Act, including any interpretations orno-action letters of the Securities and Exchange Commission (the “SEC”) or the staff of the SEC) must not be imposed on the investment company as a result of the transaction relating to the sale of such interest, or any express or implied terms, conditions or understandings applicable thereto. The term “unfair burden” (as defined in the 1940 Act) includes any arrangement, during thetwo-year period after the transaction, whereby the investment adviser (or predecessor or successor adviser), or any “interested person” (as defined in the 1940 Act) of such an adviser, receives or is entitled to receive any compensation, directly or indirectly, from the investment company or its security holders (other than fees for bona fide investment advisory or other services) or from any person in connection with the purchase or sale of securities or other property to, from or on behalf of the investment company (other than bona fide ordinary compensation as principal underwriter for the investment company). Under the Merger Agreement, Henderson has acknowledged Janus’s reliance upon the benefits and protections provided by Section 15(f) and has agreed not to take, and to cause its affiliates not to take, any action that would have the effect, directly or indirectly, of causing the requirements of any of the provisions of Section 15(f) not to be met in respect of the Transaction.
Additional Information About the Adviser
The Adviser, a registered investment adviser, is organized as a Delaware limited liability company and is a direct subsidiary of Janus. Janus is a publicly traded company with principal operations in financial asset management businesses and approximately $198.9 billion in assets under management as of September 30, 2016. Janus offers a broad range of investment solutions, including fixed income, equity, alternative and multi-asset class strategies. Investment strategies are offered throughopen-end funds domiciled in both the U.S. and offshore, as well as through separately managed accounts, collective investment trusts and exchange-traded products. Based in Denver, Janus has offices located in 12 countries throughout North America, Europe, Asia and Australia.
The Adviser has managed primarily growth equity portfolios since 1969. The Adviser has leveraged its research-driven investment philosophy and culture to other areas of the markets, including fundamental fixed income, global macro fixed income, diversified alternatives and exchange-traded products. As of September 30, 2016, the Adviser had approximately $148.8 billion in assets under management. The business address of Janus and the Adviser is 151 Detroit Street, Denver, Colorado 80206.
Information regarding other registered investment companies or series thereof (other than the Trust and the Funds) managed by the Adviser, aSub-Adviser or Henderson that have similar investment strategies to a Fund is set forth inAppendix E to this Proxy Statement.
Certain information regarding the executive officers and directors of the Adviser andSub-Advisers is set forth inAppendix F to this Proxy Statement.
Additional Information About Henderson
Henderson is the holding company of the investment management group, Henderson Global Investors, an independent global asset management business with over 1,000 employees worldwide and approximately $131.2 billion in assets under management as of September 30, 2016. As a global money manager, Henderson provides a full spectrum of investment products and services to institutions and individuals around the world. Headquartered in London at 201 Bishopsgate, London, UK EC2M 3AE, Henderson has been managing assets for clients since 1934. Henderson is a multi-skill, multi-asset management business with a worldwide distribution network. Henderson’s U.S. subsidiary Henderson Global Investors (North America) Inc. serves as investment adviser to a family of 11 U.S. registered mutual funds with approximately $12.4 billion in assets as of September 30, 2016 (excluding liquidated funds), most of which are proposed to be integrated into the Janus fund complex upon the closing of the Transaction.
Affiliated Service Providers, Affiliated Brokerage and Other Fees
Administrator. Janus Capital (the "Independent Trustees")also serves as administrator to the Funds pursuant to an Administration Agreement between Janus Capital and the nominationsTrust. Janus Capital is authorized to delegate to others to perform certain administrative and other services. Pursuant to the Administration Agreement between Janus Capital and the Trust, thenon-money market Funds (except for Janus Global Allocation Fund – Conservative, Janus Global Allocation Fund – Moderate, and Janus Global Allocation Fund – Growth (together, the “Allocation Funds”)) reimburse Janus Capital for reasonable costs incurred in performing certain administrative and clerical functions. Some examples of these reimbursable expenses include net asset value determination, fund accounting, updating of the Trust’s registration statement, and supporting the Board of Trustees. Pursuant to an Administration Agreement between Janus Capital and the Trust, on behalf of the Allocation Funds, Janus Capital bears expenses not otherwise detailed in the Current Advisory Agreement and New Advisory Agreement for the Allocation Funds, that are incurred in connection with the operation of the Allocation Funds. Janus Capital does not receive compensation as administrator of thenon-money market funds or the Allocation Funds. Pursuant to Administration Agreements between Janus Capital and each of Janus Government Money Market Fund and Janus Money Market Fund (together, the “Money Market Funds”), Janus Capital receives an annual administration fee at the rate of 0.46% of average net assets for Class D shares and 0.48% of average net assets for Class T shares of the Money Market Funds. Janus Capital uses this fee to pay for the Money Market Funds’ expenses such as, but not limited to, custody, transfer agency, and fund accounting services; shareholder servicing; provision of office facilities and personnel necessary to carry on the business of the Funds; recordkeeping; and preparation of prospectuses, statements of additional information, and required tax reports. The administration fee paid by Class T shares of the Money Market Funds to Janus Capital may also be used to compensate financial intermediaries who perform services on behalf of Class T shareholders. Janus Capital intends to continue to provide the same administrative services after implementation of the proposed New Advisory Agreements. Information regarding the amounts paid by the Money Market Funds to Janus Capital, as administrator, during the Funds’ last fiscal year is set forth inAppendix G to this Proxy Statement.
Distributor. Janus Distributors LLC (the “Distributor”), located at 151 Detroit Street, Denver, Colorado 80206, a wholly-owned subsidiary of the Adviser, serves as the distributor for the Funds’ shares. According to plans adopted pursuant to Rule12b-1 under the 1940 Act for Class R Shares, Class S Shares, Class A Shares and Class C Shares of the Funds, the Distributor receives a12b-1 fee from each such class of shares that is used to pay for distribution and/or shareholder services. Class A Shares and Class S Shares pay the Distributor a12b-1 fee at the annual rate of up to 0.25% of the average daily net assets of Class A Shares and Class S Shares. Class C Shares pay a12b-1 fee to the Distributor of up to 1.00% (0.75% distribution fee and 0.25% shareholder services fee) of the average daily net assets of Class C Shares. Class R Shares pay a12b-1 fee to Janus Distributors of up to 0.50% of the average daily net assets of Class R Shares. Payments are made to the Distributor, who may make ongoing payments to financial intermediaries and may retain amounts paid by the Funds. Payments under the plans are not tied exclusively to actual distribution and shareholder service expenses, and the payments may exceed distribution and shareholder service expenses actually incurred. The Distributor intends to continue to provide the same services after implementation of the proposed New Advisory Agreements. Fees paid by Class A Shares, Class C Shares, Class R Shares and Class S Shares of each Fund to the Distributor, pursuant to their respective12b-1 plan, during the Fund’s last fiscal year is set forth inAppendix G to this Proxy Statement.
Transfer Agent. Janus Services LLC (“Janus Services”), located at 151 Detroit Street, Denver, Colorado 80206, a wholly-owned subsidiary of the Adviser, serves as each Fund’s transfer agent. In addition, Janus Services provides or arranges for the provision of certain other administrative services including, but not limited to, recordkeeping, accounting, order processing, and othernon-distribution related shareholder services for the Funds. Pursuant to the Transfer Agency Agreement between the Trust and Janus Services, each class of shares of each Fund reimburses Janus Services forout-of-pocket expenses incurred by Janus Services in connection with services rendered. In addition, Janus Services receives a shareholder servicing fee paid by Class D Shares at the annual rate of 0.12% of Class D Shares’ average daily net assets, and paid by each of Class T Shares, Class S Shares and Class R Shares at the annual rate of 0.25% of the average daily net assets of such share class. Such fee compensates Janus Services for providing or arranging for the provision of certain other administrative or other shareholder services. Janus Services may pass through all or a portion of the shareholder services fee received from Class T Shares, Class R Shares and Class S Shares to financial intermediaries. Janus Services intends to continue to provide the same services after implementation of the proposed New Advisory Agreement. Fees paid by Class D Shares, Class T Shares, Class S Shares and Class R Shares of each Fund to Janus Services during the Fund’s last fiscal year is set forth inAppendix G to this Proxy Statement.
Affiliated Brokerage. No Fund paid brokerage commissions within the last fiscal year to (i) any broker that is an affiliated person of such Fund or an affiliated person of such person, or (ii) any broker an affiliated person of which is an affiliated person of such Fund, the Adviser or anySub-Adviser of such Fund.
Payments to Affiliates. During each Fund’s last fiscal year, no Fund made any material payments to the Adviser orSub-Adviser to such Fund or any affiliated person of the Adviser orSub-Adviser to such Fund for services provided to the Fund (other than pursuant to the Current Advisory Agreement, CurrentSub-Advisory Agreement, Administration Agreement, or fees paid to the Distributor or Janus Services as described herein).
To become effective with respect to a Fund, each New Advisory Agreement requires the affirmative vote of a 1940 Act Majority (as defined herein) of such Fund, with all classes of shares voting together as a single class. For purposes of determining the approval of the New Advisory Agreement, abstentions and brokernon-votes will have the same effect as shares voted against the proposal.
An unfavorable vote on the proposal to approve the New Advisory Agreement by the shareholders of one Fund will not affect the implementation of the proposal by another Fund if the proposal is approved by the shareholders of that Fund. However, the New Advisory Agreement will only take effect upon the closing of the Transaction, which is conditioned upon obtaining the approval of new advisory agreements by shareholders of Janus funds representing a specified percentage of assets under management.
In the event that the Transaction does not, for any reason, occur, each Current Advisory Agreement will continue in effect in accordance with its terms.
The Board unanimously recommends that shareholders of each Fund vote FOR approval of the Fund’s New Advisory Agreement.
APPROVAL OF NEW INVESTMENTSUB-ADVISORY AGREEMENT WITH CURRENTSUB-ADVISER
(Sub-Advised Funds)
For certain Funds, the Adviser has retained either a direct wholly-owned subsidiary, or an indirect wholly-owned subsidiary of Janus assub-adviser to manage the assets of the Fund.
Sub-Adviser | Funds | |
| INTECH | INTECH Emerging Markets Managed Volatility Fund INTECH Global Income Managed Volatility Fund INTECH International Managed Volatility Fund INTECH U.S. Managed Volatility Fund (each an “INTECH Fund” and collectively, the “INTECH Funds”) | |
Perkins | Perkins Global Value Fund Perkins International Value Fund Perkins Large Cap Value Fund Perkins Mid Cap Value Fund Perkins Select Value Fund Perkins Small Cap Value Fund Perkins Value Plus Income Fund (each a “Perkins Fund” and collectively, the “Perkins Funds”) | |
Janus Singapore | Janus Asia Equity Fund | |
The Adviser has entered into (i) a separate investmentsub-advisory agreement with INTECH with respect to each INTECH Fund (each a “Current INTECHSub-Advisory Agreement”), (ii) a separate investmentsub-advisory agreement with Perkins with respect to each Perkins Fund (each a “Current PerkinsSub-Advisory Agreement”), and (iii) an investmentsub-advisory agreement with Janus Singapore with respect to Janus Asia Equity Fund (the “Current Janus SingaporeSub-Advisory Agreement”). Collectively, the Current INTECHSub-Advisory Agreements, the Current PerkinsSub-Advisory Agreements and the Current Janus SingaporeSub-Advisory Agreement are referred to herein as the “CurrentSub-Advisory Agreements” and each as a “CurrentSub-Advisory Agreement.” The date of each CurrentSub-Advisory Agreement and the date it was last approved by shareholders and approved for continuance by the Board are provided inAppendix D to this Proxy Statement.
As with the Current Advisory Agreements, each CurrentSub-Advisory Agreement, as required by Section 15 of the 1940 Act, provides for its automatic termination in the event of its assignment. Each of INTECH, Perkins and Janus Singapore, is either a direct wholly-owned subsidiary of the Adviser or an indirect wholly-owned subsidiary of Janus. Therefore, the consummation of the Transaction may be deemed an “assignment” of each CurrentSub-Advisory Agreement. In addition, each CurrentSub-Advisory Agreement provides that it will terminate upon the termination of the Current Advisory Agreement with respect to such Fund. As a result, the consummation of the Transaction would result in the termination of each CurrentSub-Advisory Agreement.
The 1940 Act requires that a newsub-advisory agreement be approved by shareholders in order for it to become effective.
Shareholders of each INTECH Fund are being asked to approve a newsub-advisory agreement between the Adviser and INTECH (each a “New INTECHSub-Advisory Agreement”). Shareholders of each Perkins Fund are being asked to approve a newsub-advisory agreement between the Adviser and Perkins (each a “New Perkins Sub- Advisory Agreement”). Shareholders of Janus Asia Equity Fund are being asked to approve a newsub-advisory agreement between the Adviser and Janus Singapore (the “New Janus SingaporeSub-Advisory Agreement” and, together with the New INTECHSub-Advisory Agreements and New PerkinsSub-Advisory Agreements, each a “NewSub-Advisory Agreement” and collectively, the “NewSub-Advisory Agreements”). Each NewSub-Advisory Agreement will be substantially similar to the CurrentSub-Advisory Agreement for each Fund.
At the December 8, 2016 Board meeting, and for the reasons discussed below (see “Board Considerations” after Proposal 3 in this Proxy Statement), the Board, all of whom are Independent Trustees, unanimously approved the NewSub-Advisory Agreement on behalf of each applicable Fund and unanimously recommended approval of the NewSub-Advisory Agreement by shareholders. For additional information regarding the Board’s consideration of the NewSub-Advisory Agreements, see “Board Considerations” after Proposal 3 in this Proxy Statement. The form of the New INTECHSub-Advisory Agreement is attached hereto asAppendix O to this Proxy Statement. The form of the New PerkinsSub-Advisory Agreement is attached hereto asAppendix P to this Proxy Statement. The form of the New Janus SingaporeSub-Advisory Agreement is attached hereto asAppendix Q to this Proxy Statement.
Because each NewSub-Advisory Agreement, like each CurrentSub-Advisory Agreement, is between the Adviser and theSub-Adviser, a Fund’s NewSub-Advisory Agreement will not take effect until the New Advisory Agreement for such Fund has been approved by shareholders. For Janus Asia Equity Fund, the NewSub-Advisory Agreement will not take effect if a separate proposal to appoint a newsub-adviser is approved by shareholders. See Proposal 3, beginning at page 14.
Comparison of CurrentSub-Advisory Agreements and NewSub-Advisory Agreements
The terms of each NewSub-Advisory Agreement are substantially similar to those of the corresponding CurrentSub-Advisory Agreement. There is no change in the fee rate payable by the Adviser to theSub-Adviser. If approved by shareholders of a Fund, the NewSub-Advisory Agreement for the Fund will have an initial term through February 1, 2018 and will continue in effect from year to year thereafter if such continuance is approved for the Fund at least annually in the manner required by the 1940 Act and the rules and regulations thereunder. Below is a comparison of certain terms of the CurrentSub-Advisory Agreements to the terms of the NewSub-Advisory Agreements.
Sub-Advisory Services. Under the terms of the agreements, thesub-advisory services provided by theSub-Adviser to each Fund under the NewSub-Advisory Agreements and to be provided under the CurrentSub-Advisory Agreements are the same. Both the CurrentSub-Advisory Agreements and NewSub-Advisory Agreements provide that theSub-Adviser shall manage the investment operation of the Fund and the composition of its investment portfolio, shall determine without prior consultation with the Trust or the Adviser, what securities and other assets of the Fund will be acquired, held, disposed of or loaned, and place orders or direct the Adviser to place orders, for the purchase or sale of such securities or other assets with brokers, dealers or others, all in conformity with the investment objectives, policies and restrictions and the other statements concerning the Fund in the Trust’s Amended and Restated Agreement and Declaration of Trust, as then in effect, the Trust’s Amended and Restated Bylaws, as then in effect, and the registration statements of the Trust, and to provisions of the Internal Revenue Code, as applicable to each Fund as a regulated investment company. TheSub-Adviser shall cause its officers to attend meetings and furnish oral and written reports, as each Fund may reasonably require, in order to keep the Trustees and appropriate officers of each Fund fully informed as to the condition of the investment portfolio of each Fund. Additionally, theSub-Adviser shall furnish reports as may be reasonably requested by the Board or the Adviser, including, but not limited to reports relating to the valuation of the Fund’s assets.
Fees. Under the Current Sub-Advisory Agreements and New Sub-Advisory Agreements, each INTECH Fund, Perkins Fund and Janus Asia Equity Fund pays to the applicable Sub-Adviser a sub-advisory fee which is calculated daily and paid monthly. The sub-advisory fee rate under the New Sub-Advisory Agreements is identical to the sub-advisory fee rate under the Current Sub-Advisory Agreements. Certain Perkins Funds and Janus Asia Equity Fund pay a sub-advisory fee rate that may adjust up or down based on such Fund’s performance relative to the cumulative investment record of its benchmark index over a performance measurement period. For each such Fund, the terms of such performance adjustment under the New Sub-Advisory Agreement are identical to the terms of such performance adjustment under the Current Sub-Advisory Agreement.Appendix C to this Proxy Statement sets forth the sub-advisory fee rate applicable to each Fund.Appendix G to this Proxy Statement sets forth the amount of fees paid by the Adviser to the Sub-Adviser with respect to each Fund during each Fund’s most recently ended fiscal year.
Payment of Expenses. Under each CurrentSub-Advisory Agreement and NewSub-Advisory Agreement, theSub-Adviser agrees to pay its own costs and expenses incurred in rendering its services.
Limitation on Liability. The CurrentSub-Advisory Agreements and NewSub-Advisory Agreements provide that theSub-Adviser will not be liable for, and the Adviser will not take any action against theSub-Adviser to hold theSub-Adviser liable for, any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission taken with respect to the Fund except for willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of its reckless disregard of its obligations and duties under the agreement and except to the extent otherwise provided by law.
Continuance. The CurrentSub-Advisory Agreement for each Fund continues in effect for successiveone-year periods after its initial term, if such continuance is approved in the manner required by the 1940 Act. The NewSub-Advisory Agreement for each Fund will have an initial term until February 1, 2018, and will continue thereafter for successiveone-year periods if approved annually in the same manner required under the CurrentSub-Advisory Agreements.
Termination. The Current INTECHSub-Advisory Agreements and New INTECHSub-Advisory Agreements provide that the agreement may be terminated at any time, without penalty, by the Board, or by the shareholders of the Fund acting by vote of at least a majority of its outstanding voting securities, provided in either case that sixty (60) days’ advance written notice of termination be given to INTECH at its principal place of business. Further, the Current INTECHSub-Advisory Agreements and New INTECHSub-Advisory Agreements provide that the agreement may be terminated (i) by the Adviser or by INTECH at any time, without penalty, by giving sixty (60) days’ advance written notice of termination to the other party, or (ii) by the Adviser or the Trust without advance notice if INTECH becomes unable to discharge its duties and obligations under the agreement. In addition, a Fund’s Current INTECHSub-Advisory Agreement and New INTECHSub-Advisory Agreement shall terminate, without penalty, upon termination of the Current Advisory Agreement or New Advisory Agreement, as applicable, of such Fund.
The Current PerkinsSub-Advisory Agreements and New PerkinsSub-Advisory Agreements provide that the agreement may be terminated at any time, without penalty, by the Board, or by the shareholders of a Fund acting by vote of at least a majority of its outstanding voting securities, provided in either case that sixty (60) days’ advance written notice of termination be given to Perkins at its principal place of business. Further, the Current PerkinsSub-Advisory Agreements and New PerkinsSub-Advisory Agreements provide that the agreement may be terminated (i) by the Adviser at any time, without penalty, by giving sixty (60) days’ advance written notice of termination to Perkins; (ii) by Perkins at any time, without penalty, by giving ninety (90) days’ advance notice to the Adviser and the Trust, unless the Adviser or the Trust requests additional time to find a replacement for Perkins, in which case Perkins shall allow the additional time requested by the Adviser or the Trust not to exceed ninety (90) days’ beyond the initial 90 days’ notice period unless otherwise agreed to by the Adviser, the Trust and Perkins; or (iii) by the Adviser or the Trust without advance notice if Perkins becomes unable to discharge its duties and obligations under the agreement. In addition, a Fund’s Current PerkinsSub-Advisory Agreement and New PerkinsSub-Advisory Agreement shall terminate, without penalty, upon termination of the Current Advisory Agreement or New Advisory Agreement, as applicable, of such Fund.
The Current Janus SingaporeSub-Advisory Agreement and New Janus SingaporeSub-Advisory Agreement provide that the agreement may be terminated at any time, without penalty, by the Board, or by the shareholders of the Janus Asia Equity Fund acting by vote of at least a majority of its outstanding voting securities, provided in either case that sixty (60) days’ advance written notice of termination be given to Janus Singapore at its principal place of business. Further, the Current Janus SingaporeSub-Advisory Agreement and New Janus SingaporeSub-Advisory Agreement provide that the agreement may be terminated (i) by the Adviser at any time, without penalty, by giving sixty (60) days’ advance written notice of termination to Janus Singapore; (ii) by Janus Singapore at any time, without penalty, by giving ninety (90) days’ advance notice to the Adviser and the Trust, unless the Adviser or the Trust requests additional time to find a replacement for Janus Singapore, in which case Janus Singapore shall allow the additional time requested by the Adviser or the Trust not to exceed ninety (90) days’ beyond the initial 90 days’ notice period unless otherwise agreed to by the Adviser, the Trust and Janus Singapore; or (iii) by the Adviser or the Trust without advance notice if Janus Singapore becomes unable to discharge its duties and obligations under the agreement. In addition, the Janus Asia Equity Fund’s Current Janus SingaporeSub-Advisory Agreement and New Janus SingaporeSub-Advisory Agreement shall terminate, without penalty, upon termination of the Fund’s Current Advisory Agreement or New Advisory Agreement, as applicable.
InterimSub-Advisory Agreements
In the event shareholders of a Fund do not approve such Fund’s New Advisory Agreement and/or NewSub-Advisory Agreement at the Meeting prior to the closing of the Transaction, an interimsub-advisory agreement between the Adviser and the applicableSub-Adviser (each an “InterimSub-Advisory Agreement” and collectively, the “InterimSub-Advisory Agreements”) will take effect upon the closing of the Transaction. At the December 8, 2016 meeting, the Board, including the Independent Trustees, unanimously approved an InterimSub-Advisory Agreement for each applicable Fund in order to assure continuity ofsub-advisory services to thesub-advised Funds after the Transaction. The terms of each InterimSub-Advisory Agreement are substantially identical to those of the CurrentSub-Advisory Agreements and NewSub-Advisory Agreements, except for the term and escrow provisions described below. The InterimSub-Advisory Agreement will continue in effect for a term ending on the earlier of 150 days from the closing of the Transaction (the“150-day period”) or when shareholders of a Fund approve the New Advisory Agreement and NewSub-Advisory Agreement. Pursuant to Rule15a-4 under the 1940 Act,
compensation earned by aSub-Adviser under an InterimSub-Advisory Agreement will be held in an interest-bearing escrow account. If shareholders of a Fund approve the New Advisory Agreement and NewSub-Advisory Agreement prior to the end of the150-day period, the amount held in the escrow account under the InterimSub-Advisory Agreement will be paid to theSub-Adviser. If shareholders of a Fund do not approve the New Advisory Agreement and/or NewSub-Advisory Agreement prior to the end of the150-day period, the Board will take such action as it deems to be in the best interests of the Fund, and theSub-Adviser will be paid the lesser of its costs incurred in performing its services under the InterimSub-Advisory Agreement or the total amount in the escrow account, plus interest earned.
Information About theSub-Advisers
INTECH. INTECH serves as investmentsub-adviser to the INTECH Funds, each a series of the Trust. INTECH is organized as a Delaware limited liability company and is an independently managed direct wholly-owned subsidiary of the Adviser and an indirect subsidiary of Janus. INTECH is a global asset manager with one of the industry’s longest continuous performance records of mathematical equity investment strategies for institutional investors and $48.2 billion in assets under management as of September 30, 2016. INTECH’s global headquarters is located in West Palm Beach, Florida, with its research headquarters in Princeton, New Jersey, and an international headquarters in London. The business address of INTECH is 525 Okeechobee Blvd., Suite 1800, West Palm Beach, Florida 33401.
INTECH’s operations will be unaffected by the Transaction. INTECH’s CEO will continue to report to the Board of Directors of INTECH.
Perkins. Perkins serves as investmentsub-adviser to the Perkins Funds, each a series of the Trust. Perkins is organized as a Delaware limited liability company and is a direct wholly-owned subsidiary of the Adviser and an indirect subsidiary of Janus. Perkins is a value equity manager that uses abottom-up approach to build diversified portfolios of what it believes to be high quality, undervalued stocks with favorablereward-to-risk characteristics. As of September 30, 2016, Perkins had approximately $9.4 billion in assets under management. The business address for Perkins is 311 S. Wacker Drive, Suite 6000, Chicago, Illinois 60606.
Perkins’s operations will be unaffected by the Transaction. Perkins’s CEO will continue to report to the Board of Directors of Perkins.
Janus Singapore. Janus Singapore,#36-02 AXA Tower, 8 Shenton Way, Singapore 068811, has been in the investment advisory business since 2011. Janus Singapore is an indirect wholly-owned subsidiary of Janus.
Additional Information. Certain information regarding the executive officers and directors of eachSub-Adviser is set forth inAppendix F to this Proxy Statement.
To become effective with respect to a Fund, the NewSub-Advisory Agreement must be approved by a 1940 Act Majority (as defined herein) of the Fund, with all classes of shares voting together as a single class. For purposes of determining the approval of each NewSub-Advisory Agreement, abstentions and brokernon-votes will have the same effect as shares voted against the proposal.
An unfavorable vote on the proposal to approve the NewSub-Advisory Agreement by the shareholders of one Fund will not affect the implementation of the proposal by another Fund if the proposal is approved by the shareholders of that Fund. However, the NewSub-Advisory Agreement for each Fund will only take effect upon the closing of the Transaction, which is conditioned upon obtaining the approval by shareholders of Janus funds representing a specified percentage of assets under management. In addition, each NewSub-Advisory Agreement will only take effect if a New Advisory Agreement for a Fund has been approved by shareholders.
In the event that the Transaction does not, for any reason, occur, each CurrentSub-Advisory Agreement will continue in effect in accordance with its terms.
The Board unanimously recommends that shareholders of each Fund vote FOR approval of the NewSub-Advisory Agreement for their Fund.
APPROVAL OF INVESTMENTSUB-ADVISORY AGREEMENT WITH HENDERSON INVESTMENT MANAGEMENT LIMITED
(Janus Asia Equity Fund and Janus Global Real Estate Fund)
In connection with the Transaction, the Adviser has evaluated its capabilities, the capabilities of the existingSub-Advisers and the enhanced capabilities of Janus Henderson upon the closing of the Transaction. With respect to Janus Asia Equity Fund and Janus Global Research Fund (each, an “HIML Fund” and together, the “HIML Funds”), the Adviser determined that it would be in the best interest of the HIML Funds to draw upon the combined resources of Janus Henderson following the Transaction by appointing HIML assub-adviser to the HIML Funds. With respect to Janus Asia Equity Fund, if approved by shareholders, HIML would becomesub-adviser upon the closing of the Transaction and would replace Janus Singapore assub-adviser to such Fund. With respect to Janus Global Real Estate Fund, HIML would becomesub-adviser upon the closing of the Transaction and would be responsible for theday-to-day management of a portion of the investment operations of such Fund subject to the general oversight of Janus Capital. Janus Capital would continue to be responsible for theday-to-day management of a portion of the investment operations of Janus Global Real Estate Fund. Janus Capital believes that HIML provides seasoned resources focused on Asia equities, real estate, and expertise withnon-U.S. investments that can benefit the HIML Funds. With respect to Janus Global Real Estate Fund, Janus Capital believes that such Fund will benefit from portions of the Fund’s investment operations being managed by Janus Capital and HIML, based on similarities in investment process and philosophy of the HIML and Janus Capital investment teams and the benefits of maintaining a “multi-local presence” with investment professionals in key markets, pursuant to which the Denver-based Janus Capital investment team will augment the HIML investment team that has investment professionals based in Europe, Asia and the United States.
HIML is an SEC registered investment adviser and is an indirect, wholly-owned subsidiary of Henderson and serves as investmentsub-adviser to several mutual funds offered by Henderson. No changes to the investment objectives, policies or restrictions of the HIML Funds are anticipated in connection with the appointment of HIML assub-adviser. Following the appointment of HIML assub-adviser, each Fund may experience a higher portfolio turnover rate for a period of time, as portfolio repositioning transactions are made in the discretion of the new portfolio managers. The Funds pay transaction costs, such as brokerage commissions, when buying and selling securities. A higher portfolio turnover rate may result in higher transaction costs, which affect a Fund’s performance. Portfolio turnover may also result in higher taxes when Fund shares are held in a taxable account.
The 1940 Act requires that a newsub-advisory agreement be approved by the Fund’s shareholders in order for it to become effective.
With respect to each HIML Fund, shareholders of the Fund are being asked to approve a newsub-advisory agreement between the Adviser and HIML (each, a “HIMLSub-Advisory Agreement” and collectively, the “HIMLSub-Advisory Agreements”) to take effect immediately after the Closing of the Transaction or shareholder approval, whichever is later.
At the December 8, 2016 Board meeting, and for the reasons discussed below (see “Board Considerations” after this Proposal 3), the Board, all of whom are Independent Trustees, unanimously approved each HIMLSub-Advisory Agreement and recommends that shareholder of each Fund approve the HIMLSub-Advisory Agreement with respect to their Fund. With respect to Janus Asia Equity Fund, the Board approved the termination of theSub-Advisory Agreement with Janus Singapore concurrently with the effectiveness of the HIMLSub-Advisory Agreement. For additional information regarding the Board’s consideration of the HIMLSub-Advisory Agreements, see “Board Considerations” after this Proposal 3. The form of the HIMLSub-Advisory Agreement is attached hereto asAppendix R.
Summary of Terms of HIMLSub-Advisory Agreement
Each HIMLSub-Advisory Agreement will have an initial term through February 1, 2018 and will continue in effect from year to year thereafter if such continuance is approved for such Fund at least annually in the manner required by the 1940 Act. Below is a summary of certain terms of each HIMLSub-Advisory Agreement.
Sub-Advisory Services. With respect to Janus Asia Equity Fund, the HIMLSub-Advisory Agreement provides that HIML shall manage the investment operations of the Fund and the composition of the Fund’s investment portfolio, With respect to
Janus Global Real Estate Fund, the HIMLSub-Advisory Agreement provides that HIML shall manage a portion of the investment operations and the composition of a portion of the Fund’s investment portfolio. With respect to Janus Asia Equity Fund and the portion of Janus Global Real Estate Fund managed by HIML, HIML shall determine without prior consultation with the Trust or the Adviser, what securities and other assets of the Fund will be acquired, held, disposed of or loaned, and place orders or direct the Adviser to place orders, for the purchase or sale of such securities or other assets with brokers, dealers or others, all in conformity with the investment objectives, policies and restrictions and the other statements concerning the Fund in the Trust’s Amended and Restated Agreement and Declaration of Trust, as then in effect, the Trust’s Amended and Restated Bylaws, as then in effect, and the registration statements of the Trust, and to provisions of the Internal Revenue Code, as applicable to the Fund as a regulated investment company. HIML shall cause its officers to attend meetings and furnish oral and written reports, as the Fund may reasonably require, in order to keep the Trustees and appropriate officers of the Fund fully informed as to the condition of the investment portfolio of the Fund. Additionally, HIML shall furnish reports as may be reasonably requested by the Board or the Adviser, including, but not limited to reports relating to the valuation of the Fund’s assets.
Fees. Under each HIMLSub-Advisory Agreement, the Adviser will pay HIML asub-advisory fee out of the investment advisory fee it receives from the Fund. With respect to Janus Asia Equity Fund, thesub-advisory fee will be equal to 50% of the investment advisory fee paid by Janus Asia Equity Fund to the Adviser (plus or minus any performance fee adjustment, and net of reimbursement of expenses incurred or fees waived by the Adviser, or any recoupment of such reimbursement or fee reduction, which shall be shared equally between the Adviser and HIML) pursuant to the New Advisory Agreement which is the samesub-advisory fee rate currently paid by Janus Capital to Janus Singapore. With respect to Janus Global Real Estate Fund, thesub-advisory fee will be equal to one third of the investment advisory fee paid by Janus Global Real Estate Fund to the Adviser (plus or minus any performance fee adjustment, and net of reimbursement of expenses incurred or fees waived by the Adviser, or any recoupment of such reimbursement or fee reduction, which shall be shared equally between the Adviser and HIML) pursuant to the New Advisory Agreement. As a result, thesub-advisory fee paid by the Adviser to HIML will adjust up or down based on the Fund’s performance relative to its benchmark index over the performance measurement period.
There will be no change to the advisory fee rate paid by your Fund to the Adviser in connection with the appointment of HIML assub-adviser. For additional information regarding the advisory fee paid by the Fund to the Adviser seeAppendix C.
Payment of Expenses. Under each HIMLSub-Advisory Agreement, HIML agrees to pay its own costs and expenses incurred in rendering its services.
Limitation on Liability. Each HIMLSub-Advisory Agreement provides that HIML will not be liable for, and the Adviser will not take any action against HIML to hold HIML liable for, any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission taken with respect to the Fund except for willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of its reckless disregard of its obligations and duties under the agreement and except to the extent otherwise provided by law.
Continuance. Each HIMLSub-Advisory Agreement will have an initial term until February 1, 2018, and will continue thereafter for successiveone-year periods, if such continuance is specifically approved at least annually in the same manner required by the 1940 Act.
Termination. Each HIMLSub-Advisory Agreement provides that the agreement may be terminated at any time, without penalty, by the Board, or by the shareholders of the Fund acting by vote of at least a majority of its outstanding voting securities, provided in either case that sixty (60) days’ advance written notice of termination be given to HIML at its principal place of business. Further, each HIMLSub-Advisory Agreement provides that the agreement may be terminated (i) by the Adviser at any time, without penalty, by giving sixty (60) days’ advance written notice of termination to HIML; (ii) by HIML at any time, without penalty, by giving ninety (90) days’ advance notice to the Adviser and the Fund, unless the Adviser or the Fund requests additional time to find a replacement for HIML, in which case HIML shall allow the additional time requested by the Adviser or the Fund not to exceed ninety (90) days’ beyond the initial 90 days’ notice period unless otherwise agreed to by the Adviser, the Fund and HIML; or (iii) by the Adviser or the Fund without advance notice if HIML becomes unable to discharge its duties and obligations under the agreement. In addition, the HIMLSub-Advisory Agreement shall terminate, without penalty, upon termination of the New Advisory Agreement of the Fund.
For Janus Asia Equity Fund, the terms of the HIMLSub-Advisory Agreement are substantially similar to those of the Current Janus SingaporeSub-Advisory Agreement, including that the same rate of compensation is paid to HIML by the Adviser that the Adviser currently pays to Janus Singapore.
HIML is an SEC registered investment adviser and is an indirect, wholly-owned subsidiary of Henderson. As a global money manager, HIML and its affiliates (“Henderson Global Investors”) provide a full spectrum of investment products and services to institutions and individuals around the world. Henderson Global Investors has been managing assets for clients since 1934. Henderson Global Investors is a multi-skill, multi-asset management business with a worldwide distribution network. The business address of HIML is 201 Bishopsgate, London UK EC2M 3AE.
Certain information regarding the executive officers and directors of HIML is set forth inAppendix F.
Janus Asia Equity Fund. Janus Singapore currently serves assub-adviser to Janus Asia Equity Fund pursuant to the Current Janus SingaporeSub-Advisory Agreement. If approved, HIML would replace Janus Singapore as the Fund’ssub-adviser. Upon the effectiveness of the HIMLSub-Advisory Agreement, Andrew Gillan, Head of HIML’s Asia(ex-Japan) Equities Team, and Mervyn Koh, Associate Investment Manager, would serve as Janus Asia Equity Fund’s portfolio managers.
Andrew Gillan joined Henderson in early 2014 and has over 16 years of experience in the investment industry. Prior to joining Henderson, Mr. Gillan worked for Aberdeen Asset Management (2001 to 2013) as an Asia & Emerging Markets equity fund manager and was lead manager of an Asian Investment Trust. Mr. Gillan graduated from the University of Edinburgh with a MA Joint Honours in French and European History.
Mervyn Koh joined Henderson in 2015 as an Associate Investment Manager and has almost 10 years of experience in the investment industry, having started his career as an Associate at the Government of Singapore Investment Corporation in 2006. Prior to joining Henderson, Mr. Koh worked for Franklin Templeton Investments (2010 to 2015), where he was Vice President in the Emerging Markets Group responsible for research in the Singapore and Indonesian equity market, andco-managed a South East Asia fund. Prior to joining Franklin Templeton, Mr. Koh was an Investment Analyst at Tokio Marine Asset Management International (2007 to 2010), where he was responsible for research in the India equities market and commodity-related stocks in South East Asia and Australia. Mr. Koh holds a graduate diploma in financial management from the Singapore Institute of Management and a BSc in Mechanical Engineering (Hons) from the National University of Singapore. Mr. Koh holds the Chartered Financial Analyst designation.
Janus Global Real Estate Fund. Currently, Janus Capital serves as adviser to the Fund pursuant to the Current Advisory Agreement. Janus Global Real Estate Fund does not currently have asub-adviser. Patrick Brophy serves as portfolio manager and is responsible for theday-to-day management of the Fund.If approved, HIML would become the Fund’ssub-adviser. Upon the effectiveness of the HIMLSub-Advisory Agreement, HIML will be responsible for theday-to-day management of a portion of the investment portfolio of the Fund, subject the general oversight of Janus Capital. Janus Capital would continue to be responsible for theday-to-day management of a portion of the investment portfolio of Janus Global Real Estate Fund. Guy Barnard,Co-Head of HIML’s Global Property Equities Team, Tim Gibson,Co-Head of HIML’s Global Property Equities Team, and Patrick Brophy, Portfolio Manager of the Fund for Janus Capital, would serve as portfolio managers of Janus Global Real Estate Fund. In managing Janus Global Real Estate Fund, Mr. Barnard will focus on European property equities, Mr. Gibson will focus on Asia property equities, and Mr. Brophy will focus on U.S. property equities.
Guy Barnard joined Henderson in 2006 as an analyst with the Property Equities team. He became a Fund Manager in 2008, deputy head of Global Property Equities in 2012, andCo-Head of Global Property Equities in 2014. Mr. Barnard began his career within the Financial Control function at UBS where he spent three years. Mr. Barnard holds a First Class BSc (Hons) degree in Mathematics and Management from Loughborough University and holds the Chartered Financial Analyst designation.
Tim Gibson joined Henderson in 2011 asCo-Head of Global Property Equities. Before joining Henderson, Mr. Gibson was a European fund manager at AMP Capital Brookfield, responsible for portfolio construction and execution of an indirect real estate fund. Prior to this, Mr. Gibson was an analyst for Morgan Stanley in their European Real Estate Investment Team, in London and Amsterdam. Mr. Gibson holds an MA (Hons) in Economics from St Andrews University, Scotland, and received the Robert Trent Jones Scholarship to the University of Western Ontario, Canada.
Patrick Brophy joined Janus Capital in 2005 as a Portfolio Manager. Before joining Janus, he was a principal/partner at THK Associates, Inc., a Denver-based market economics and land-planning firm. His expertise is in economic analysis, real estate valuation, and property development and acquisition strategies. Mr. Brophy has completed numerous economic and feasibility studies for a wide range of residential, industrial, office, retail and golf/resort projects nationwide. For several years prior to joining Janus, he focused on strategic consultation for his clients – acquisition/deal structuring, financial/cash flow
analysis, and financing structure and opportunities. In 2001, Mr. Brophy founded Colt Properties, LLC, a real estate investment company that remains active, focusing on acquisition and development opportunities in the retail, industrial, and multi-family sectors.
To become effective, each HIMLSub-Advisory Agreement must be approved by a 1940 Act Majority (as defined herein) of the applicable HIML Fund, with all classes of shares voting together as a single class. For purposes of determining the approval of each HIMLSub-Advisory Agreement, abstentions and brokernon-votes will have the same effect as shares voted against the proposal.
Each HIMLSub-Advisory Agreement will only take effect upon the closing of the Transaction, which is conditioned upon obtaining the approval of new investment advisory agreements by shareholders of Janus funds representing a specified percentage of assets under management. If the HIMLSub-Advisory Agreement has not been approved prior to the Closing of the Transaction, Janus Capital will continue to manage Janus Global Real Estate Fund under a New Investment Advisory Agreement or Interim Advisory Agreement and Janus Singapore will continue to manage Janus Asia Equity Fund under a NewSub-Advisory Agreement or InterimSub-Advisory Agreement, in each case as described in Proposal 2 beginning at page 10.
The Board unanimously recommends that shareholders of each HIML Fund vote FOR approval of the HIMLSub-Advisory Agreement for their Fund.
New Advisory Agreements and NewSub-Advisory Agreements
On September 15, 2016, Janus advised the Board of its intent to seek a strategic combination of its advisory business with Henderson. The Board met with the Chief Executive Officer of Janus, who outlined the proposed combination and the potential benefits to Janus Capital and the Funds. Subsequent to the September 15, 2016 meeting, the Trustees identified a list of basic principles, which they believed should serve as the foundation for their review of the organizational, operational and strategic issues involved with any potential change in control of Janus Capital, the investment adviser to the Funds. These basic principles were communicated to Janus Capital on September 27, 2016, and were intended to be shared with Henderson. On October 3, 2016, Janus announced that it had entered into a definitive Agreement and Plan of Merger with Henderson pursuant to which Janus and Henderson agreed to effect anall-stock merger of equals strategic combination of their respective businesses, with Janus Capital surviving the merger as a direct wholly-owned subsidiary of Henderson. The Board was advised that, subject to certain conditions, the Transaction is currently expected to close during the second quarter of 2017.
As part of its due diligence, the Board developed an initial list of questions related to the proposed transaction, which was provided to Janus Capital on October 6, 2016. At a special Board meeting held on October 19, 2016, the Board considered Janus Capital’s response to the initial information request and met with the management of Janus to discuss the impact of the Transaction on the nature, extent and quality of services Janus Capital is expected to provide to the Funds following the Transaction, addressing, among other matters, the personnel expected to provide such services, and the resources available to do so. After its October 19, 2016 meeting, the Board developed a supplemental request for additional information, which was provided to Janus Capital on October 26, 2016. At another special Board meeting held onNovember 7-8, 2016, the Board considered Janus Capital’s response to the supplemental information request and again met with the management of Janus and Henderson to discuss the impact of the Transaction on the nature, extent and quality of services Janus Capital is expected to provide to the Funds following the Transaction, and also met with various officers of the Funds and of Janus Capital, including various Fund portfolio managers. After its November7-8, 2016 meeting, the Board developed a second supplemental request for additional information, which was provided to Janus Capital on November 21, 2016. OnDecember 7-8, 2016, the Board met to consider Janus Capital’s response to the second supplemental information request and to also consider the proposed New Advisory Agreement for each Fund and the NewSub-Advisory Agreement for Funds managed by INTECH, Perkins or Janus Singapore. During each of these meetings, the Board sought additional and clarifying information as it deemed necessary or appropriate. In addition, the Board engaged its independent fee consultant to help evaluate certain of the proposals that the Board was being asked to consider. Throughout the process, the Board had the assistance of its independent legal counsel, who advised them on, among other things, its duties and obligations.
In connection with the Board’s review, Janus Capital provided, and the Board obtained, substantial information regarding the following matters: the management, financial position and business of Henderson; the history of Henderson’s business and operations; the investment performance of the investment companies advised by Henderson; the proposed structure, operations and investment processes of the combined investment management organization after the Transaction and the strategy for operating and growing the business following the Transaction; the future plans of Janus and Henderson with respect to the Funds and any proposed changes to the operations or structure of the Funds; and the future plans of Janus and Henderson with respect to the provision of services to the Funds, and the entities providing such services, including those affiliated with Janus. The Board also received information regarding the terms of the Transaction, anticipated management of the combined organization, the resources that each of Janus and Henderson bring to the combined organization and the process being followed by Janus and Henderson to integrate their organizations. The Board also received information regarding the impact of the Transaction on each of INTECH, Perkins and Janus Singapore.
In connection with the Board’s approval of New Advisory Agreements and NewSub-Advisory Agreements at its December 8, 2016 meeting, the Board also continued itson-going annual process to determine whether to continue the Current Advisory Agreements and the CurrentSub-Advisory Agreements. In this regard, the Board received and reviewed information provided by Janus and the respectiveSub-Advisers in response to requests of the Board and its independent legal counsel. The Board also received and reviewed information and analysis provided by, and in response to requests of, its independent fee consultant. The Board noted that as part of this annual process, the Board had considered and was in the process of considering, numerous factors, including the nature and quality of services provided by Janus Capital and eachSub-Adviser, as applicable; investment performance, on an absolute basis and relative to appropriate peer groups and one or a combination of market indices; investment management fees, expense ratios and asset sizes of the Funds and peer groups; investment management fees charged to comparable investment companies, separate accounts and non-fund clients; Janus Capital’s profitability from
managing the Funds;fall-out benefits to Janus Capital from its relationship to the Funds, including revenues derived from services provided to the Funds by affiliates of Janus Capital; and the potential benefits to Janus Capital, the Funds of receiving research services from broker/dealer firms in connection with the allocation of portfolio transactions to such firms.
In determining whether to approve the New Advisory Agreement for each Fund and the NewSub-Advisory Agreement for Funds managed by INTECH, Perkins or Janus Singapore in connection with the Transaction, and whether to recommend approval to Fund shareholders, the Board received information and made inquiries into all matters as it deemed appropriate. The Board reviewed and analyzed various factors it deemed relevant, including the following factors, among others, none of which by itself was considered dispositive:
In connection with its deliberations, the Board received assurances from Janus, on behalf of itself and its affiliates (collectively, “Janus”) including the following:
After the Transaction, the extent of distribution and marketing services provided to the Funds were expected to increase based on the combined resources of Janus and Henderson. In this regard, Janus Capital advised the Board that after the Transaction, the extent of distribution and marketing services provided to the Funds are expected to increase based on
| the combined resources of Janus and Henderson. This is due primarily to the anticipated increase of sales related resources and expanded global presence of the combined Janus Henderson organization, which is expected to enhance visibility and brand recognition of the Janus Henderson Funds. |
Janus assured the Board that it intended to comply with Section 15(f) of the 1940 Act. Section 15(f) provides anon-exclusive safe harbor for an investment adviser to an investment company or any of its affiliated persons to receive any amount or benefit in connection with a change in control of the investment adviser so long as two conditions are met. First, for a period of three years after the transaction, at least 75% of the board members of the investment company must not be Interested Persons of such investment adviser. The composition of the Board is in compliance with this provision of Section 15(f). In addition, after careful review and consideration, the Board determined that it would be in the best interests of the Funds to add to the Board an individual who currently acts as anon-interested board member of the Henderson Trust. The Board believes that this change in the Board composition will provide perspective and insight relating to experience working with the Henderson organization. The Board’s Nominating and Governance Committee considered a number of candidates and recommended that the Board nominate one proposed new trustee from those candidates who currently act asnon-interested board members of the Henderson Trust. The Board approved that trustee nominee to serve on the Board, subject to election by the shareholders of the Funds and contingent on the closing of the Transaction. If the new trustee is elected and serves on the Board, the Board composition would continue to satisfy the provisions of Section 15(f).
To meet the second condition of Section 15(f), an “unfair burden” must not be imposed upon the investment company as a result of such transaction or any express or implied terms, conditions or understandings applicable thereto. The term “unfair burden” is defined in Section 15(f) to include any arrangement during thetwo-year period after the transaction, whereby the investment adviser, or any interested person of such adviser, receives or is entitled to receive any compensation, directly or indirectly, from the investment company or its shareholders (other than fees for bona fide investment advisory or other services) or from any person in connection with the purchase or sale of securities or other property to, from or on behalf of the investment company (other than bona fide ordinary compensation as principal underwriter for such investment company).
Janus represented that it does not believe that an “unfair burden” will be placed on the Funds as a result of the Transaction. In furtherance thereof, Janus has undertaken to pay the costs of preparing and distributing proxy materials to, and of holding the Meetings of, the Funds’ shareholders, as well as other fees and expenses in connection with the Transaction, including the reasonable fees and expenses of legal counsel and consultants to the Funds and the Trustees. In addition, Janus has agreed, for a period of two years following the closing of the Transaction, (i) not to request any increases to advisory fees for the Funds, other than those proposed to and approved by the Board prior to the close of the Transaction, and (ii) to continue to use the current process by which expense caps are set annually for the Funds.
As a result of its review and consideration of the New Investment Advisory Agreements and NewSub-Advisory Agreements in connection with the Transaction, at a meeting on December 8, 2016, the Board voted unanimously to approve a New Investment Advisory Agreement for each Fund and a NewSub-Advisory Agreement for each Fund managed by INTECH, Perkins or Janus Singapore, and to recommend such agreements to the Funds’ shareholders for their approval.
The Adviser met with the Trustees on November7-8, 2016, and December7-8, 2016, to discuss the HIMLSub-Advisory Agreements. At the meetings, the Trustees also discussed the HIMLSub-Advisory Agreements 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. In addition, at prior meetings and during the course of these meetings the Board also undertook a comprehensive process to evaluate the impact of the Transaction on the nature, quality and extent of services expected to be provided by the Adviser and HIML to each HIML Fund, including after the completion of the Transaction. For a fuller discussion of the Board’s consideration of the approval of a new investment advisory agreement for the HIML Funds in
connection with the Transaction, see “Board Considerations—New Advisory Agreements with the Current Adviser andSub-Advisers” above.
At a meeting of the Board of Trustees held on December 8, 2016, the Trustees considered the HIMLSub-Advisory Agreements. In determining whether to approve the HIMLSub-Advisory Agreements, and whether to recommend approval to the shareholders of each HIML Fund, the Board received information and made inquiries into all matters as it deemed appropriate. The Board reviewed and analyzed various factors it deemed relevant, including the following factors, among others, none of which by itself was considered dispositive:
As a result of its review and consideration of each HIMLSub-Advisory Agreement and related matters, on December 8, 2016, the Board voted unanimously to approve each HIMLSub-Advisory Agreement and to recommend such agreement to each HIML Fund’s shareholders for their approval.
TRUSTEE ELECTION
(All Funds)
At the Meeting, shareholders of all series of the Trust will be asked to elect an additional individual to the Board of Trustees. Currently, the Board has eight members, each of whom is an Independent Trustee. In connection with the Transaction, the Board has sought to increase the size of the Board to nine members and has nominated Diane L. Wallace (the “Trustee Nominee”) to stand for election as a Trustee.
Ms. Wallace was unanimously approved by the Board to stand for election, upon a recommendation from the Board’s Nominating and Governance Committee, a committee consisting entirely of Independent Trustees, and the nomination was approved by all of the current Independent Trustees. Eight
Ms. Wallace currently serves as a trustee of the ten nominees currently
serve as Trustees of the Trust. Each nominee has consentedcertain mutual funds advised by HGINA and would qualify to serve as aan Independent Trustee. Among other things, the Board considered Ms. Wallace’s background and experience in the financial services industry, including her experience with the Henderson funds, and determined that the addition of Ms. Wallace to the Board would provide valuable continuity and enhance the Board’s oversight of the Trust following the completion of the Transaction. The election by shareholders of the Trustee Nominee will provide the Board with flexibility going forward to replace Trustees as needed without the time and to being named in this Proxy Statement. expense of unnecessary proxy solicitation.
The persons named as proxies on the enclosed proxy card(s) will vote for the election of the nomineesnominee named below unless the authority to vote for any or all of the nomineesTrustee Nominee is withheld.
If elected, eachthe Trustee Nominee will serve as a Trustee until the next meeting of the shareholders, if any, called for the purpose of electing all Trustees or until the election and qualification of a successor. If a Trustee sooner dies, resigns, retires (required(currently expected at the end of the calendar year in which the Trustee turns age 72)75), or is removed as provided in the organizational documents of the Trust, the Board may, in its discretion and subject to the 1940 Act, select another person to fill the vacant position. If any or all of the nomineesTrustee Nominee should become unavailable for election at the Meeting due to events not now known or anticipated, the persons named as proxies will vote for such other nominee or nominees as the current Independent Trustees may recommend.
The Funds areTrust is not required, and dodoes not intend, to hold annual shareholder meetings for the purpose of electing Trustees. However, under the terms of a
settlement reached between Janus Capital and the Securities and Exchange
Commission (the "SEC," or the
12
"Staff") in August 2004, commencing in 2005 and not less than every fifth
calendar year thereafter, the Funds are obligated to hold a meeting of
shareholders to elect Trustees. Shareholders also have the right to call a meeting to remove a Trustee or to take other action described in the Trust'sTrust’s organizational documents. Also, if at any time less than a majority of the Trustees holding office hashave been elected by the Trust'sTrust’s shareholders, the Trustees then in office will promptly call a shareholder meeting for the purpose of electing one or more Trustees.
The nominees for TrusteesTrustee Nominee and their backgroundsher background are shown on the following pages. This information includes each nominee'sTrustee’s and the Trustee Nominee’s name, age, principal occupation(s) and other information about each Trustee and the nominee'sTrustee Nominee’s professional background, including other directorships the nomineeTrustee or the Trustee Nominee holds or held, during the past five years. The address of each nomineeTrustee and the Trustee Nominee is 151 Detroit Street, Denver, Colorado 80206. All nominees listed below, other than John H. CammackEach Trustee serves, and John P.
McGonigle, are currently Trustees of the Trust and have served in that capacity
since originallyTrustee Nominee, if so elected or appointed. In addition, each nominee, other than
John H. Cammack and John P. McGonigle, is currentlywill serve, as a trustee of Janus Aspen Series ("JAS"(“JAS”), another registered investment company advised by Janus Capital (JAS and the Trust, are collectively referred to herein as the "Janus funds"“Janus Funds”). Collectively, the Janus fundsFunds consist of 5258 series as of December 31, 2009.
Each Trustee or nominee is not an "interested" person of the Trust, as that
term is defined in the 1940 Act.
29, 2016.
| Name, Year of Birth, and Position(s) with the Trust | Length of Served for the Trust | Number of Funds in Fund Complex Overseen or to be Overseen by Trustee/Nominee | Principal Occupation(s) and Other Directorships Held by Trustee/Nominee During Past Five Years | |||
TRUSTEE NOMINEE: | ||||||
Diane L. Wallace Year of Birth: 1958 Nominee | N/A | 58 | Retired. Independent Trustee, Henderson Global Funds (13 portfolios) (since | |||
INDEPENDENT TRUSTEES: | ||||||
Alan A. Brown Year of Birth: 1962 Trustee | 1/13-Present | 58 | Executive Vice President, Institutional Markets, of Dividend Capital Group (private equity real estate investment management firm) (since 2012). Formerly, | |||
William D. Cvengros Year of Birth: 1948 Trustee | 1/11-Present | 58 | Managing Member and Chief Executive Officer of SJC Capital, LLC (a personal investment company and consulting firm) (since 2002). Formerly, Venture Partner for The Edgewater Funds (a middle market private equity firm) (2002-2004); Chief Executive Officer and President of PIMCO Advisors Holdings L.P. (a publicly traded investment management firm) (1994-2000); and Chief Investment Officer of Pacific Life Insurance Company (a mutual life insurance and annuity company) (1987-1994). Advisory Board Member, Innovate Partners Emerging Growth and Equity Fund I (early stage venture capital fund) (since 2014) and Managing Trustee of National Retirement Partners Liquidating Trust (since 2013). Formerly, Chairman, National Retirement Partners, Inc. | |||
Raudline Etienne Year of Trustee | 6/16-Present | 58 | Senior Advisor, Albright Stonebridge Group LLC (global strategy firm) (since 2016). Formerly, Senior Vice President (2011-2015), Albright Stonebridge Group LLC; and Deputy Comptroller and Chief Investment | |||
William F. McCalpin Year of Birth: 1957 Chairman and Trustee | Chairman: 1/08-Present Trustee: 6/02-Present | 58 | Managing Partner, Impact Investments, Athena Capital Advisors LLC (independent registered investment advisor) (since 2016) and Managing Director, Holos | |||
| Name, Year of Birth, and Position(s) with the Trust | Length of Time Served for the Trust | Number of Funds in Fund Complex Overseen or to be Overseen by Trustee/Nominee | Principal Occupation(s) and Other Directorships Held by Trustee/Nominee During Past Five Years | |||
Gary A. Poliner Year of Birth: 1953 Trustee | 6/16-Present | 58 | Retired. Formerly, President (2010-2013) and Executive Vice President and Chief | |||
James T. Rothe Year of Birth: 1943 Trustee | 1/97-Present | 58 | Co-founder and Managing | |||
William D. Stewart Year of Birth: 1944 Trustee | 6/84-Present | 58 | Retired. Formerly, Corporate Vice President and | |||
Linda S. Wolf Year of Birth: 1947 Trustee | 11/05-Present | 58 | Retired. Formerly, Chairman |
General Information Regarding the Board of Janus Capital Funds Plc ("JCF"), an
offshore product, consisting of 17 funds. Including JCF and the 52 funds
comprising the Janus funds, Mr. Mullen oversees 69 funds.
14
GENERAL INFORMATION REGARDING THE BOARD OF TRUSTEES
Trustees
The Trust is governed by the Board of Trustees, which is responsible for and oversees the management and operations of the Trust and each of the FundsFund on behalf of Fund shareholders. Each member of the Board is an Independent Trustee, including the Board'sBoard’s Chairman. The Board'sBoard’s responsibilities include, but are not limited to, oversight of the Funds'Funds’ officers and service providers, including Janus Capital, which is responsible for the Trust's Trust’sday-to-day operations. The Trustees approve all of the agreements entered into with the Funds'Funds’ service providers, including the investment managementadvisory agreements with Janus Capital and the Funds' subadvisers.Funds’sub-advisers. The Trustees are also responsible for determining or changing the Funds'Funds’ investment objectives, policies, and available investment techniques, as well as for overseeing the Funds'Trust’s Chief Compliance Officer. In carrying out these responsibilities, the Trustees are assisted by the Trust'sTrust’s independent auditor (who reports directly to the Trust'sTrust’s Audit Committee), independent counsel, an independent fee consultant, and other expertsspecialists as appropriate, all of whom are selected by the Trustees. The Trustees also meet regularly with and without representatives of Janus Capital or its affiliates present.
The Trustees discharge their responsibilities collectively as a Board, as well as through Board committees, each of which operates pursuant to a Board-
approvedBoard-approved charter that delineates the specific responsibilities of that committee. For example, the Board as a whole is responsible for oversight of the annual process by which the Board considers and approves each Fund'sFund’s investment advisory agreement with Janus Capital, but specific matters related to oversight of the Funds'Funds’ independent auditorsauditor have been delegated by the Board to its Audit Committee, subject to approval of the Audit Committee'sCommittee’s recommendations by the Board. The members and responsibilities of each Board committee are summarized below. In addition to serving on certain
committees, the Chairman of the Board ("(“Board Chairman"Chairman”) is responsible for presiding at all meetings of the Board, and has other duties as may be assigned by the Trustees from time to time. The Board Chairman also serves as the Board'sBoard’s liaison to Janus Capital with respect to all matters related to the Funds that are not otherwise delegated to the chair of a Board committee. The Board has determined that this leadership structure is appropriate based on (1) the number of Funds overseen and the various investment objectives of those Funds; (2) the manner in which the Funds'Funds’ shares are marketed and distributed; and (3) the responsibilities entrusted to Janus Capital and its affiliates to oversee the Trust's Trust’sday-to-day operations, including the management of each Fund'sFund’s portfolio and the distribution of Fund shares. On an annual basis, the Board conducts a self-evaluation that considers, among other matters, whether the Board and its committees are functioning effectively and whether, given the size and composition of the Board and each of its committees, the Trustees are able to oversee effectively the number of Janus Funds in the complex.
There were six4 regular meetings and fourteen4 special meetings of the Trustees held during the Trust's previous 12-months12 months ended December 31, 2009.2016. Each Trustee attended most if not all of thethese meetings with few exceptions during that12-month period. SinceBecause the Trust is not
15
The Board of Trustees proposed for election at the Meeting will be
comprised of ten trustees. The SEC has adopted rules that require at least 75%
of the board members of a fund to be "independent" in order for the fund to take
advantage of certain exemptive rules under the 1940 Act. If the slate of
nominees is approved by shareholders, 100%
Committees of the Board of Trustees will
continue to be "independent."
COMMITTEES OF THE BOARD OF TRUSTEES
The Board of Trustees has sevensix standing committees that perform specialized functions: an Audit Committee, a Brokerage Committee, an Investment Oversight Committee, a Legal and Regulatory Committee, a Money Market Committee, a Nominating and Governance Committee, and a Pricing Committee. Each committee is comprised entirely of Independent Trustees and has a written charter that delineates its duties and powers. Each committee reviews and evaluates matters as specified in its charter and makes recommendations to the Trustees as it deems appropriate. Each committee may utilize the resources of counsel to the Independent Trustees and the Trust, independent auditors and other experts. The committees normally meet in conjunction with regular meetings of the Trustees but may convene at other times (in person or by telephone) as deemed appropriate or necessary. The membership and chairperson of each committee is appointed by the Trustees upon recommendation of the Trust'sTrust’s Nominating and Governance Committee.
Audit Committee.Committee. The Audit Committee reviews the Trust'sTrust’s financial reporting process, the system of internal controls over financial reporting, disclosure controls and procedures, including the review of the adequacy of relevant personnel and the review of reports related to such system of internal controls, FormN-CSR and Form N-CSRN-Q filings, and the audit process. The Committee'sCommittee’s review of the audit process includes, among other things, the recommendationappointment, compensation and oversight of the appointment and compensation of the Trust'sTrust’s independent auditor, which performs the audits of the Funds'Funds’ financial statements, oversight
ofregular meetings and communication with relevant personnel at Janus Capital and the independent auditor, andpre-approval of all audit andnon-audit services. The Committee also reviews any significant changes or improvements in accounting and audit processes that have been implemented. The Committee receives reports from Janus Capital’s enterprise risk management and internal audit departments. The Committee also receives annual representations from the Trust'sTrust’s independent auditor as to its independence. Currently, the members of the Audit Committee are: Jerome S. Contro (Chairman)William D. Cvengros (Chair), John W. McCarter, Jr.Gary A. Poliner and Dennis B.
Mullen.William D. Stewart. The Committee held four9 meetings during the 12-months12 months ended December 31, 2009.
2016.
Brokerage Committee.Committee. The Brokerage Committee reviews and makes recommendations regarding matters related to the Trust'sTrust’s use of brokerage commissions and placement of Fund portfolio transactions, includingoversees the implementation of the policies regardingof Janus Capital and any subadviser on behalf of the allocation of brokerage commissions, directed brokerage, "step-
out" arrangementsTrusts, and client commission arrangements.reviews reports provided with respect to compliance with such policies. Currently, the members of the Brokerage Committee are: Alan A. Brown (Chair), James T. Rothe, (Chairman), Jerome S. Contro and Martin H. Waldinger.William D. Stewart. The Committee held four3 meetings during the 12-months12 months ended December 31, 2009.
2016.
Investment Oversight Committee.Committee. The Investment Oversight Committee oversees the investment activities of the Funds. The Committee meets regularly with investment 16
Dennis B. Mullen (Chairman), Jerome S. Contro, William F. McCalpin John W. McCarter, Jr.(Chair), Alan A. Brown, William D. Cvengros, Raudline Etienne, Gary A. Poliner, James T. Rothe, William D. Stewart, Martin H.
Waldinger and Linda S. Wolf. Mr. Cvengros serves as the Lead Trustee for money market matters. The Committee held five5 meetings during the 12-12 months ended December 31, 2009.
2016.
Legal and Regulatory Committee.Committee. The Legal and Regulatory Committee oversees compliance with various procedures adopted by the Trust and compliance with any conditions included in any exemptive order of the SEC or other orders and settlement agreements applicable to the Trust, reviews reports and other materials related to such compliance, reviews certain
regulatory filings made with the SEC, and oversees, among other matters, the implementation and administration of the Trust'sTrust’s Proxy Voting Guidelines. The Committee also monitors the performance of legal counsel employed by the Trust, oversees administration of the Trust’s insurance program, and oversees the administration of the Trust’s securities lending program. Currently, the members of the Legal and Regulatory Committee are: Linda S. Wolf (Chairman)(Chair), Alan A. Brown, Gary A Poliner and William F. McCalpin and William D. Stewart.McCalpin. The Committee held eight9 meetings during the 12-months12 months ended December 31, 2009.
Money Market Committee. The Money Market Committee reviews various matters
related to the operations of the Trust's money market funds, including
compliance with the Trust's Money Market Fund Procedures and Rule 2a-7 under the
1940 Act. Currently the members of the Money Market Committee are: Jerome S.
Contro (Chairman), James T. Rothe and Martin H. Waldinger. The Committee held
five meetings during the 12-months ended December 31, 2009.
2016.
Nominating and Governance Committee.Committee. The Nominating and Governance Committee identifies and recommends individuals for Trustee membership and an Independent Trustee to serve as Board Chair, consults with Fund managementofficers and the Board ChairmanChair in planning Trustee meetings, reviews the responsibilities of each Board committee, which includes the need for new committees and the continuation of existing committees, and oversees the administration of, and ensures compliance with, the Trust’s Governance Procedures and Guidelines adopted by the Trustees, which includes review of, and proposed changes to, Trustee compensation. In addition, the Nominating and Governance Committee leads the Trustees’ annual self-assessment process. Currently, the members of the Nominating and Governance Committee are: John W. McCarter, Jr. (Chairman)James T. Rothe (Chair), William F. McCalpin, and Dennis B. Mullen.Linda S. Wolf. The Committee held seven7 meetings during the 12-months12 months ended December 31, 2009.
2016.
Pricing Committee.Committee. The Pricing Committee reviews and approves, or disapproves or ratifies, fair valuation determinations and valuation methodologies, determines thea fair value of restricted and other securities for which market quotations are not readily available, or that are deemed not to be reliable, pursuant to procedures adopted by the Trustees. The Committee also provides oversight of all types of derivative instruments used by the Trusts and the currency hedging activities of the Trusts, reviews the reasonableness of valuation procedures, management’s adherence to such procedures, the adequacy of supporting documentation, the frequency and magnitude of pricing errors, and other matters related to pricing the Funds'Janus Funds’ securities. Currently, the members of the Pricing Committee are: William D. Stewart (Chairman)(Chair), Raudline Etienne, James T. Rothe, and Linda S. Wolf. The Committee held twenty-one3 meetings during the 12-months12 months ended December 31, 2009.
PROCESS FOR IDENTIFYING AND EVALUATING TRUSTEE NOMINEES AND NOMINEE
QUALIFICATIONS
2016.
Process for Identifying and Evaluating Trustee Nominees and Nominee Qualifications
The Nominating and Governance Committee of the Board is responsible for identifying and nominating candidates for appointment as Trustees. As stated in the Committee'sCommittee’s charter, (1) the principal criterion for selection of candidates for the Board is the candidate'scandidate’s ability to contribute to the overall functioning of the Board and to carry
17
candidate'scandidate’s qualifications to serve as a Trustee, the Committee may also take into account a variety of other diverse criteria, including, but not limited to (i) knowledge of the investment company industry; (ii) relevant experience; (iii) educational background; (iv) reputation for high ethical standards and personal and professional integrity; (v) financial, technical or other expertise; (vi) time commitment to the performance of duties of a Trustee; (vii) stature commensurate with the responsibility of representing Fund shareholders; and (viii) if a candidate is nominated for an Independent Trustee position, that the person meets the independence criteria established by the 1940 Act and the Governance Procedures and Guidelines adopted by the Trustees.
Consistent with the Trust'sTrust’s organizational documents and procedures adopted by the Nominating and Governance Committee, the Committee will consider Trustee nominations made by shareholders. Shareholders of a Fund may submit names of potential candidates for consideration by the Committee by submitting their recommendations to the Trust'sTrust’s Secretary, at the address of the principal executive office of the Trust, in accordance with procedures adopted by the Committee. A copy of such procedures is included as Appendix 1 to the Nominating and Governance Committee Charter attached to this Proxy Statement asAppendix A.
L.
The Committee may use any process it deems appropriate for identifying and evaluating candidates for service as a Trustee, which may include, without limitation, personal interviews, background checks, written submissions by the candidates, third party references and the use of consultants, including professional recruiting firms.firms, which the Committee utilized to assist its efforts to identify and evaluate potential nominees during its most recent search. The Committee will evaluate nominees for a particular vacancy using the same process regardless of whether the nominee is submitted by a Fund shareholder or identified by some other means. On an annual basis, the Board conducts a self-evaluation that considers, among other matters, the contributions of individual Trustees, whether the Board has an appropriate size and the right mix of characteristics, experiences and skills, and whether the age distribution and diversity among the Trustees is appropriate.
After completion of its process to identify and evaluate Trustee nominees, and after giving due consideration to all factors it deemed appropriate, the Committee approved for nomination, and recommended that the Trustees approve for nomination, the ten nomineesTrustee Nominee identified below.herein. The Committee believes that if elected, each of the nomineesTrustee Nominee qualifies to serve as an Independent Trustee. Each
nominee'sThe Trustee Nominee’s background is detailed above.
The Committee and the Trustees considered the totality of the information available to them, and took into account the specific experience, qualifications, attributes or skills discussed below to conclude that each nomineeTrustee and Trustee Nominee should serve as a Trustee, in light of the Trust'sTrust’s business and structure. In reaching these conclusions, the Committee and the Trustees, in the exercise of their reasonable business judgment, evaluated each nomineeTrustee and Trustee Nominee based on the criteria described above, and reviewed the specific experience, qualifications, attributes or skills that each nomineeTrustee and Trustee Nominee presented, none of which by itself was considered dispositive.
18
John H. Cammack: service
Independent Trustee Nominee
Diane L. Wallace: Service as HeadIndependent Trustee of Third Party DistributionHenderson Global Funds and memberother leading investment management firms, and as Chief Operating Officer, Senior Vice President of the Operating Steering Committee forOperations, Treasurer and Chief Financial Officer of a large mutualleading investment management firm.
Independent Trustees
Alan A. Brown: Service as Executive Vice President and as Chief Marketing Officer of a leading investment management firm, a corporate and fund complex, service on two
not-for-profit boards,director, and chairman of the Mutual Fund Education Alliance.
Jerome S. Contro: General Partner inas an executive with a private equity real estate investment firms, service on
multiple corporate boards,management firm, and a Fund Independent Trustee since 2005.
2013.
William D. Cvengros: Service as Chief Executive Officer and President of a leading publicly traded investment management firm, Chief Investment Officer of a major life insurance company, a corporate and fund director, and in various capacities with private investment firms, and a Fund Independent Trustee since 2011.
Raudline Etienne: Service as Deputy Controller and Chief Investment Officer of a large public pension fund, Senior Vice President and Senior Adviser to a global strategy firm, and a Fund Independent Trustee since 2016.
William F. McCalpin: serviceMcCalpin: Service as Chief Operating Officer of a large private family foundation, Chairman and Director of an unaffiliated fund complex, and a Fund Independent Trustee since 2002 and Independent Chairman of the Board of Trustees since 2008.
John W. McCarter, Jr.
Gary A. Poliner: Service as President, and CEOVice President and Chief Risk Officer, of a large non-profit organization,life insurance company, a director of private companies, service on multiple corporateas director and non-profit boards,Chairman and Director of unaffiliated fund complexes, and a Fund Independent Trustee since 2002.
John P. McGonigle: service in multiple capacities with a leading financial
services firm, including as Head of Mutual Funds and Asset Management, and as an
independent trustee of a money market fund.
Dennis B. Mullen: Chairman of the Board and CEO of NASDAQ-listed company,
director of off-shore fund complex, and a Fund Independent Trustee since 1971
and Independent Chairman of the Board of Trustees from 2004 to 2007.
2016.
James T. Rothe: Rothe:Co-founder and Managing Director of a private investment firm, former business school professor, service as a corporate director, and a Fund Independent Trustee since 1997.
William D. Stewart: Corporate vice-presidentStewart: Service as a corporate vice president of a NASDAQ-listed industrial manufacturer and a Fund Independent Trustee since 1984.
Martin H. Waldinger: service as CEO of a homeowner association management
company, and a Fund Independent Trustee since 1969.
Linda S. Wolf: serviceWolf: Service as Chairman and CEOChief Executive Officer of a global advertising firm, service on multiple corporate and non-profitnonprofit boards, and a Fund Independent Trustee since 2005.
BOARD OVERSIGHT OF RISK MANAGEMENT
Board Oversight of Risk Management
Janus Capital, as part of its responsibilities for theday-to-day operations of the Funds, is responsible forday-to-day risk management forof the Funds. The Board, as part of its overall oversight responsibilities for the Funds'Funds’ operations, oversees Janus Capital'sCapital’s risk management efforts with respect to the Funds. The Board, inJanus funds. In the exercise of its reasonable business judgment, the Board also separately considers potential risks that may impact the Funds. The Board discharges its oversight duties and considers potential risks in a number of different ways, including, but not limited to, receiving reports on a regular basis, either directly or through an appropriate committee, from Janus Capital and its officers. Reports received include those from, among others, Janus Capital'sCapital’s (1) senior managers responsible for oversight of global risk;risk, including, for example, those responsible for oversight of cyber risks; (2) senior managers
19
Funds'Funds’ other service providers and from independent consultants hired by the Board.
Various Board committees also will consider particular risk items as the committee addresses items and issues specific to the jurisdiction of that committee. For example, the Pricing Committee will consider valuation risk as part of its regular oversight responsibilities, and similarly, the Brokerage Committee will consider counterparty risk associated with the Funds' Funds’
portfolio transactions. The Board also may be apprised of particular risk management matters in connection with its general oversight and approval of various Fund matters brought before the Board.
The Board has appointed a Chief Compliance Officer for the Funds ("(“Fund CCO"CCO”) who (1) reports directly to the Board and (2) provides a comprehensive written report annually and presents quarterly at the Board'sBoard’s regular meetings. The Fund CCO, who also serves as Janus Capital'sCapital’s Chief Compliance Officer, discusses relevant risk issues that may impact the Funds and/or Janus Capital'sCapital’s services to the Funds, and routinely meets with the Board in private without representatives of Janus Capital or its affiliates present. The Fund CCO also provides the Board with updates on the application of the Funds'Funds’ compliance policies and procedures, including how these procedures are designed to mitigate risk and what, if any, changes have been made to enhance the procedures. The Fund CCO may also report to the Board on an ad hoc basis in the event that he identifies&identifies issues associated with the Funds'Funds’ compliance policies and procedures that could expose the Funds'Funds to additional risk or adversely impact the ability of Janus Capital to provide services to the Funds.
The Board believes that its leadership structure permits it to effectively discharge its oversight responsibilities with the respect to the Funds'Funds’ risk management process.
SHARE OWNERSHIP
The
Under the Trust’s Governance Procedures and Guidelines, the Trustees believe that each Trustee shouldare expected to invest in one or more Janus
funds (but not necessarily all) funds advised by Janus Capital for which he or she servesthey serve as Trustee, to the extent the Trustee isthey are directly eligible to do so. TheFor each Trustee, these investments are expected, in the aggregate and at a minimum, to equal median Trustee annual compensation with an allowance for new Trustees to reach this level of investment over time. These investments may include amounts held under a deferred compensation plan that are valued based on “shadow investments” in such funds. Such investments, including the amount of such investment,
and the Janus fund(s) in which a Trustee determines to invest, isfunds, are dictated by the Trustee'seach Trustee’s individual financial circumstances and investment goals.
Appendix B to this Proxy Statement sets forth the number of shares and
The dollar range of equity securities ofbeneficially owned by each Trustee and Trustee Nominee in each Fund owned directly or beneficiallyand all Janus Funds overseen by the Trustee as of December 31, 2009 by each Trustee and2016 in the nominees for election at the
Meeting. In addition, asaggregate is set forth inAppendix H to this Proxy Statement.
Compensation of December 31, 2009, the nominees, Trustees Chief
Executive Officer and Chief
20
Financial Officer of the Funds, individually and collectively as a group, owned
less than 1% of the outstanding shares of each Fund.
COMPENSATION OF TRUSTEES
The Trust pays each Independent Trustee an annual retainer plus a fee for each regularin-person meeting of the Trustees attended, a fee forin-person meetings of committees attended if convened on a date other than that of a regularly scheduled meeting, and a fee for telephone meetings of the Trustees and committees. In addition, committee chairschairs/leads and the Chairman of the Board of Trustees receive an additional supplemental retainer. Each current Independent Trustee also receives fees from other Janus funds for serving as Trustee of those funds and those amounts are included below. Janus Capital pays persons who
are directors, officers, or employees of Janus Capital or any affiliate thereof,
or any Trustee not considered an "independent"“independent” Trustee, for their services as Trustees or officers.a Trustee. All of the Trustees or nomineesand the Trustee Nominee are "independent;"“independent;” therefore, none of the Trustees are paid by Janus Capital. The Trust and other funds managed by Janus Capital may pay all or a portion of the compensation and related expenses of the Funds' Chief Compliance OfficerFund CCO and compliance staff, as well as certain Fund officers and Janus Capital employees, as authorized from time to time by the Trustees.
The Trust'sBoard’s Nominating and Governance Committee, which consists solely of Independent Trustees, annually reviews and recommends to the Independent Trustees any changes to compensation paid by the Funds to the Independent Trustees. The Independent Trustees also meet at least annually to review their fees in connection with the recommendations of the Nominating and Governance Committee, to ensure that such fees continue to be appropriate in light of the Trustees'Trustees’ responsibilities as well as in relation to fees paid to trustees of other similarly situated mutual fund complexes.
The following table showstables set forth inAppendix I to this Proxy Statement show, for each Trustee, the aggregate compensation paid by each Fund to each current
Independent Trustee for its last fiscal year, as well as the total compensation paid by all Janus Funds to each Trustee for the calendar year ended December 31, 2016.
Officers of the Trust and by all of the Janus funds during calendar
year 2009. None of the Trustees receives any pension or retirement benefits from
the Funds or the Janus funds. The Trustees have established a deferred
compensation plan under which the Trustees may elect to defer receipt of all, or
a portion, of the compensation they earn for their services to the Funds, in
lieu of receiving current payments of such compensation. Any deferred amount is
treated as though an equivalent dollar amount
21
has been invested in shares of one or more funds advised by Janus Capital
("Shadow Investments").
TOTAL COMPENSATION FROM
AGGREGATE COMPENSATION THE TRUST AND THE JANUS
NAME OF INDEPENDENT TRUSTEE FROM THE TRUST(1) FUND COMPLEX(2)(3)
--------------------------- ---------------------- -----------------------
William F. McCalpin(4)........ $320,223 $376,000
Jerome S. Contro(5)........... $242,755 $305,500
John W. McCarter, Jr.(5)...... $257,261 $300,750
Dennis B. Mullen(5)........... $238,379 $328,661
James T. Rothe(5)............. $258,755 $312,750
William D. Stewart(5)......... $252,483 $296,750
Martin H. Waldinger........... $215,953 $267,000
Linda S. Wolf(5).............. $231,781 $273,750
--------
(1) Includes compensation for service on behalf of 38 Funds (as of December 31,
2009).
(2) For all Trustees, includes compensation for service on the boards of three
Janus trusts (the Trust, Janus Aspen Series and Janus Adviser Series), for
the period January 1, 2009 to July 2, 2009, comprised of 68 portfolios, and
for two trusts (the Trust and Janus Aspen Series) from July 2, 2009 to
December 31, 2009, comprised of 52 portfolios. In addition, Mr. Mullen's
compensation includes service on the board of an additional trust, Janus
Capital Funds Plc (an offshore product) comprised of a total of 17
portfolios (as of December 31, 2009).
(3) Total Compensation received from the Janus funds includes any amounts
deferred under the deferred compensation plan. The deferred compensation
amounts for the period shown are as follows: Jerome S. Contro $152,750;
Martin H. Waldinger $66,750; and Linda S. Wolf $68,438.
(4) Aggregate Compensation received from the Funds and Total Compensation
received from all Janus funds includes additional compensation paid for
service as Independent Chairman of the Board of Trustees.
(5) Aggregate Compensation received from the Funds and Total Compensation
received from all Janus funds includes additional compensation paid for
service as chair of one or more committees of the Board of Trustees.
OFFICERS OF THE TRUST
The officers of the Trust and their principal occupations are set forth inAppendix CJ to this Proxy Statement.
THE INDEPENDENT TRUSTEES OF THE TRUST UNANIMOUSLY RECOMMEND THAT YOU VOTE "FOR"
EACH NOMINEE.
22
PROPOSAL 2
APPROVE AN AMENDED AND RESTATED INVESTMENT ADVISORY
AGREEMENT RELATED TO INTRODUCTION OF PERFORMANCE INCENTIVE
INVESTMENT ADVISORY FEE STRUCTURE
(JANUS FORTY FUND, JANUS FUND, JANUS GLOBAL OPPORTUNITIES FUND,
JANUS OVERSEAS FUND AND JANUS TWENTY FUND ONLY)
INTRODUCTION
At meetings held
Election of the Trustee Nominee will be determined by the affirmative vote of a plurality (the greatest number of affirmative votes) of the shares of all funds of the Trust, including all Funds listed in this Proxy Statement and each other series of the Trust for which votes are being solicited pursuant to separate proxy statements.
For purposes of determining the election of the Trustee Nominee, abstentions and brokernon-votes will have no effect on December 11, 2009the outcome of the vote and, March 10, 2010,assuming the presence of a quorum, votes not cast or withheld will have no effect on the outcome of the vote.
Under a plurality voting standard the Trustee Nominee receiving the greatest number of affirmative votes will be elected. Because a single Trustee Nominee has been nominated to fill the vacancy and is unopposed, assuming the presence of a quorum, the Trustee Nominee is expected to be elected.
If elected by shareholders, and assuming consummation of the Transaction, it is expected that the Trustee Nominee will be seated as a Trustee of the Trust prior to the first meeting of the Board of Trustees of the Trust held after the consummation of the Transaction. The election of the Trustee Nominee is contingent on the closing of the Transaction. If the Transaction is not consummated, the Trustee Nominee will not join the Board of Trustees.
The Board unanimously recommends that shareholders of the Trust vote FOR the Trustee Nominee.
APPROVAL OF MANAGER OF MANAGERS PROPOSAL
(All Funds except Janus Adaptive Global Allocation Fund and
INTECH Emerging Markets Managed Volatility Fund)
The Board has approved, amendmentsand recommends that shareholders approve, a proposal authorizing the Adviser to enter into and materially amendsub-advisory agreements in the investment advisoryfuture with wholly-ownedsub-advisers and unaffiliatedsub-advisers, with the approval of the Board, but without obtaining additional shareholder approval (the “Manager of Managers Proposal”).
The Manager of Managers Proposal
Shareholder Approval ofSub-Advisory Agreements. Federal securities laws generally require that shareholders approve agreements with asub-adviser. Shareholder approval also is required if the terms of existingsub-advisory agreements are changed materially or if there is a change in control of thesub-adviser. In order to obtain shareholder approval, a fund must call and conduct shareholder meetings, prepare and distribute proxy materials and solicit votes from shareholders. The process can be costly and time-consuming. The Board believes that it is in the Funds’ best interests if the Board represents their interests in approving or rejecting recommendations made by the Adviser regardingsub-advisers. This approach will avoid the costs and delays associated with holding shareholder meetings to obtain approval for future changes.
SEC Exemptive Order. On July 29, 2014, the SEC granted an order exempting the Trust and the Adviser from the federal securities law requirements to obtain shareholder approval regardingsub-advisory agreements between Janus Capital and each of Janus Forty Fund, Janus Fund, Janus Global Opportunities
Fund, Janus Overseas Fundwholly-ownedsub-advisers and Janus Twenty Fund (for purposes of this Proposal
2, each of Janus Forty Fund, Janus Fund, Janus Global Opportunities Fund, Janus
Overseas Fund and Janus Twenty Fund is referredunaffiliatedsub-advisers (the “SEC Exemptive Order”). The SEC Exemptive Order permits the Adviser to asselectsub-advisers to manage all or a "Fund" and collectively,
the "Funds"). Each amendment changes the annual rate of compensation paid to
Janus Capital as your Fund's investment adviser from a fixed rate of 0.64% to a
rate that adjusts up or down based on the Fund's performance relative to its
benchmark index (the "Proposed Amended Advisory Agreement"). This change in fee
structure requires shareholder approval. The Board of Trustees authorized the
submissionportion of the Proposed Amended Advisory Agreements to shareholders of the
Funds for their approval, as described further below. Shareholders of Janus
Forty Fund will vote on Proposal 2.a.; shareholders of Janus Fund will vote on
Proposal 2.b.; shareholders of Janus Global Opportunities Fund will vote on
Proposal 2.c.; shareholders of Janus Overseas Fund will vote on Proposal 2.d.;
and shareholders of Janus Twenty Fund will vote on Proposal 2.e. A form of a
Proposed Amended Advisory Agreement is attached to this Proxy Statement as
Appendix D.
The proposal to implement a performance-based advisory fee is designed to
more closely align Janus Capital's interests with those of the Funds'
shareholders. The premise of a performance fee is essentially that an investment
adviser should earn more if it is performing well for Fund shareholders and
should earn less if it is underperforming. To assess the performance of the
investment adviser, a Fund's performance is measured against the performance of
the Fund's primary benchmark. This means that it is the relative outperformance
or underperformance of a Fund compared to its benchmark, and not the Fund's
absolute performance, that causes the advisory fee to be adjusted up or down. As
a result, if the performance-based advisory fee is approved for your Fund, the
investment advisory fee paid by your Fund to Janus Capital will decrease when
the Fund is not performing well relative to its benchmark index and increase
during periods when the Fund outperforms its benchmark index. The section
entitled "Comparison of the Current and Proposed Amended Advisory Agreements"
below provides a detailed description of how the proposed performance-based
advisory fee would be calculated for your Fund, and also includes examples
showing the investment advisory fees your Fund would have paid if the proposed
performance fee had been in place during the Fund's most recent fiscal year.
23
The Board of Trustees has previously approved performance-based advisory
fees for a number of other Janus funds, and, for the reasons described below,
believes that moving to a fee that adjusts up or down based on a Fund's
performance better aligns the interest of Janus Capital, each Fund's investment
adviser, with those of the Fund's shareholders. At the same time, Janus Capital
believes that the proposed advisory fee structure will enable it to maintain the
quality of services to the Funds and to attract and retain talented investment
personnel.
BOARD CONSIDERATION, APPROVAL AND RECOMMENDATION
At a meeting of the Trustees held on December 11, 2009, the Trustees, each
of whom are Independent Trustees, meaning he or she is not an "interested
person" (as defined by the 1940 Act) of the Trust ("Independent Trustees"),
voted unanimously to approve each Proposed Amended Advisory Agreement and
authorized the submission of each Proposed Amended Advisory Agreement to each
Fund's shareholders for approval. In addition, at a meeting of the Trustees held
on March 10, 2010, the Independent Trustees voted unanimously to approve a
Proposed Amended Advisory Agreement for Janus Fund. If approved, the Proposed
Amended Advisory Agreements will be in effect until February 1, 2011, and may
continue in effect thereafter from year to year if such continuation is
specifically approved at least annually by either the Board of Trustees or the
affirmative vote of a 1940 Act Majority and, in either event, by the vote of a
majority of the Independent Trustees.
Over the past few years, the Independent Trustees and their independent fee
consultant, in consultation with independent legal counsel to the Independent
Trustees, have continued to explore the possibility of modifying the fee
structure for certain Janus funds to provide for a Base Fee Rate (as defined
below under "Comparison of the Current and Proposed Amended Advisory
Agreements - Proposed Performance Fee Structure") for each of those funds at the
same rate as its current advisory fee rate, and a performance-based adjustment
that would increase or decrease the fee based on whether the fund's total return
performance exceeds or lags a stated relevant benchmark index.
Working with Janus Capital to develop a performance structure that was
acceptable to Janus Capital, the Independent Trustees were seeking to provide a
closer alignment of the interests of Janus Capital with those of the Funds and
their shareholders. They believe that the fee structure proposed for the Funds
will achieve that objective. Included as part of their analysis of the overall
performance fee structure, the Trustees, in consultation with their independent
fee consultant, considered the appropriate performance range maximum and minimum
that would result in the Performance Adjustment of up to 0.15% (positive or
negative) of a Fund's average daily net assets during the applicable performance
measurement period. The Trustees reviewed information provided by Janus Capital
and prepared by their independent fee consultant with respect to an appropriate
deviation of excess/under returns relative to a Fund's benchmark index, taking
into consideration expected tracking error of the Fund, expected returns and
potential risks and economics involved for Janus Capital and the Fund's
shareholders.
24
The Trustees also reviewed the structure of performance fees applied by other
Janus funds.
As described below, the Performance Adjustment that will be added to or
subtracted from the Base Fee Rate as a result of a Fund's performance, relative
to its benchmark index, is a variable rate of up to 0.15% of average net assets
during the performance measurement period. Importantly, the performance is
computed after deducting a Fund's operating expenses (including advisory fees),
which means that, in order to receive any upward adjustment from the Base Fee
Rate, Janus Capital must deliver a total return after expenses that exceeds the
return of the benchmark index, which does not incur any expenses.
The Trustees determined that the benchmark index specified in each Proposed
Amended Advisory Agreement for purposes of computing the Performance Adjustment
is appropriate for the applicable Fund based on a number of factors, including
that each index is broad-based and is composed of securities of the types in
which the Fund may invest. The Trustees believe that divergence between a Fund's
performance and performance of the index can be attributed, in part, to the
ability of the portfolio managers in making investment decisions within the
parameters of the Fund's investment objective and investment policies and
restrictions.
The time periods to be used in determining any Performance Adjustment were
also judged to be of appropriate length to ensure proper correlation and to
prevent fee adjustments from being based upon random or insignificant
differences between the performance of a Fund and of its benchmark index. In
that regard, the Trustees concluded that it would be appropriate for there to be
no adjustmententer intosub-advisory agreements withsub-advisers, and materially amendsub-advisory agreements withsub-advisers, subject to the Base Fee Rate for at least the first 12 months for Janus
Fund and Janus Global Opportunities Fund; 15 months for Janus Overseas Fund; or
18 months for Janus Forty Fund and Janus Twenty Fund, after the effective dateapproval of the performance-based fees structure outlined in each Proposed Amended
Advisory Agreement and that, once implemented, the Performance Adjustment should
reflect only a Fund's performance subsequent to that effective date. Moreover,
the Trustees believed that, upon reaching the thirty-sixth month after the
effective date, the performance measurement period should be fully implemented,
and that the Performance Adjustment should thereafter be based upon a 36-month
rolling performance measurement period.
In considering the Proposed Amended Advisory Agreements, and the
performance fee structure reflected in the Agreements, the Independent Trustees
met in executive session and were advised by their independent legal counsel.
The Independent Trustees received and reviewed a substantial amount of
information provided by Janus Capital in response to requests of the Independent
Trustees and their counsel. They also considered information provided by their
independent fee consultant.
In considering whether to approve the Proposed Amended Advisory Agreements,
the Board, of Trustees noted that, except for the performance-based fee
structure, the Proposed Amended Advisory Agreements are substantially similar to
the Current Advisory Agreements, which were most recently approved by them at a
meeting held
25
on December 11, 2009. The Board took into account the services provided by Janus
Capital in its capacity as investment adviser to the Funds and concluded that
the services provided were acceptable. Certain of these considerations are
discussed in more detail below. Based on their evaluation of that information
and other factors, on December 11, 2009 and March 10, 2010, the Independent
Trustees approved the Proposed Amended Advisory Agreement for each Fund, subject
to shareholder approval.
NATURE, EXTENT AND QUALITY OF SERVICES
The Trustees reviewed the nature, extent and quality of the services
provided by Janus Capital, taking into account the investment objective and
strategies of each Fund and the knowledge the Trustees gained from their regular
meetings with management on at least a quarterly basis, and their ongoing review
of information related to the Funds. In addition, the Trustees reviewed the
resources and key personnel of Janus Capital, especially those who provide
investment management services to the Funds. The Trustees also considered other
services provided to the Funds by Janus Capital. Janus Capital also advised the
Board of Trustees that it expects that there will be no diminution in the scope
and quality of advisory services provided to the Funds as a result of the
Proposed Amended Advisory Agreements.
The Trustees concluded that the Proposed Amended Advisory Agreement for
each Fund was not expected to adversely affect the nature, extent or quality of
services provided to the Fund, and that the Fund would continue to benefit from
services provided under the Proposed Amended Advisory Agreement. They also
concluded that the quality of Janus Capital's services to each Fund has been
adequate. In reaching their conclusions, the Trustees considered: (i)
information provided by Janus Capital for their consideration of the Proposed
Amended Advisory Agreements; (ii) the key factors identified in materials
provided to the Trustees by their independent counsel; and (iii) the
reasonableness of the fees payable by shareholders of each Fund. They also
concluded that Janus Capital's financial condition was sound.
COSTS OF SERVICES PROVIDED
The Trustees considered the fee structure under the Proposed Amended
Advisory Agreements, as well as the overall fee structure of the Funds. The
Trustees examined the fee information and expenses for the Funds in comparison
to information for other comparable funds, as provided by Lipper.
The Trustees considered the structure by which Janus Capital would be paid
for their services, including the implementation of the new performance-based
fee structure for each Fund. The Trustees also considered the overall fees of
each Fund for services provided to the Fund.
The Trustees concluded that the estimated overall expense ratio of certain
of the Funds was comparable to or more favorable than the median expense ratio
of its peers, and that the fees that the Fund will pay to Janus Capital are
reasonable in relation to the nature and quality of the services to be provided,
taking into consideration (1) the fees
26
charged by other advisers for managing comparable mutual funds with similar
strategies, and (2) the impact of the performance-based fee structure, as
applicable.
PERFORMANCE OF THE FUNDS
The Trustees considered the performance results of the Funds over various
time periods. They reviewed information comparing each Fund's performance with
the performance of comparable funds and peer groups identified by Lipper, and
with each Fund's benchmark index. They concluded that the performance of the
Funds was acceptable under current market conditions. Although the performance
of certain Funds may have lagged benchmark indices for certain periods, the
Trustees also concluded that the manner in which Janus Capital addressed those
instances of underperformance was appropriate.
OTHER BENEFITS FROM THE RELATIONSHIP WITH JANUS CAPITAL
The Trustees also considered benefits that would accrue to the Funds from
their relationship with Janus Capital. The Trustees concluded that, other than
the services to be provided by Janus Capital pursuant to the Proposed Amended
Advisory Agreements and the fees to be paid by the Funds for such services, the
Funds and Janus Capital may potentially benefit from their relationship with one
another in other ways. They also concluded that success of the relationship
between the Funds and Janus Capital could attract other business to Janus
Capital or to other Janus funds, and that the success of Janus Capital could
enhance the firm's ability to serve the Funds. They also concluded that Janus
Capital may potentially benefit from the receipt of proprietary and third-party
research products and services to be acquired through commissions paid on
portfolio transactions of the Funds or other funds in the Janus complex, and
that the Funds may potentially benefit from Janus Capital's receipt of those
products and services, as well as research products and services acquired
through commissions paid by other clients of Janus Capital. The Trustees further
concluded that Janus Capital's use of "soft" commission dollars to obtain
proprietary and third-party research products and services was consistent with
regulatory requirements and guidelines and was likely to benefit the Funds.
After full consideration of the above factors, as well as other factors,
the Trustees concluded that approving the Proposed Amended Advisory Agreement
for each Fund was in the best interest of the Fund and its shareholders. The
Trustees, each of whom is an Independent Trustee, voted to approve the Proposed
Amended Advisory Agreements and to recommend them to shareholders for their
approval.
INFORMATION CONCERNING THE ADVISER
Janus Capital, 151 Detroit Street, Denver, Colorado 80206-4805, serves as
investment adviser to the Funds pursuant to a separate investment advisory
agreement between the Trust, on behalf of each Fund, and Janus Capital, each
dated July 1, 2004 (except the agreement on behalf of Janus Forty Fund which is
dated July 6, 2009) (each, a "Current Advisory Agreement" and collectively, the
"Current Advisory
27
Agreements"). Janus Capital is a direct subsidiary of Janus Capital Group Inc.
("JCGI"), a publicly traded company with principal operations in financial asset
management businesses that had $159.7 billion in assets under management as of
December 31, 2009. JCGI owns approximately 95% of Janus Capital, with the
remaining 5% held by Janus Management Holdings Corporation. Certain employees of
Janus Capital and/or its affiliates serve as officers of the Trust. Certain
officers of the Trust are shareholders of JCGI.
Janus Capital (together with its predecessors) has served as an investment
adviser since 1970. As of December 31, 2009, the Janus funds that Janus Capital
advises consisted of 52 portfolios offering a broad range of investment
objectives, including those with similar investment objectives as the Funds (see
attached Appendix E for further information). Janus Capital also serves as
subadviser for a number of private-label mutual funds and provides separate
account advisory services for institutional accounts.
Principal Executive Officers and Directors of the Adviser. The principal
executive officers and directors of Janus Capital and their principal
occupations are included in Appendix F to this Proxy Statement.
COMPARISON OF THE CURRENT AND PROPOSED AMENDED ADVISORY AGREEMENTS
Except for the change in fee structure to a performance-based advisory fee
and the dates of execution, the terms of the Current Advisory Agreements and the
Proposed Amended Advisory Agreements are the same. A summary of these agreements
is provided below.
Advisory Services. The terms of the advisory services are the same under
the Current Advisory Agreements and the Proposed Amended Advisory Agreements.
Janus Capital provides each Fund with continuing investment management
services. Janus Capital is responsible for the day-to-day management of each
Fund and for providing continuous investment advice regarding the purchase and
sale of securities held by the Funds, subject to (i) the Trust's Amended and
Restated Agreement and Declaration of Trust and Amended and Restated Bylaws;
(ii) the investment objectives, policies and restrictions set forth in the
Trust's registration statement; (iii) the provisions of the 1940 Act and the
Internal Revenue Code of 1986, as amended; and (iv) such other policies and
instructions as the Trustees may from time to time determine. Shareholders of
Janus Global Opportunities Fund should refer to Proposals 4 and 5 in this Proxy
Statement regarding the proposed delegation by Janus Capital of certain
responsibilities to a subadviser.
Janus Capital provides office space for each Fund and pays the salaries,
fees, and expenses of all Fund officers (sharing certain expenses and salaries
for the Funds' Chief Compliance Officer and other compliance-related personnel
as authorized by the Trustees from time to time). Janus Capital provides certain
administrative services to each Fund as described under "Fund Service Providers"
and is responsible for the
28
other business affairs of each Fund. Janus Capital is authorized to delegate to
others to perform certain administrative and other services.
Each Fund pays all expenses incidental to its organization, operations and
business not specifically assumed by Janus Capital, including custodian and
transfer agency fees and expenses, brokerage commissions and dealer spreads, and
other expenses in connection with the execution of portfolio transactions, legal
and accounting expenses, interest, taxes, a portion of trade association or
other investment company organization dues and expenses, registration fees,
expenses of shareholders' meetings, reports to shareholders, fees and expenses
of Independent Trustees, and other costs of complying with applicable laws
regulating the sale of Fund shares. Information concerning services provided by
Janus Distributors LLC ("Janus Distributors"), the Funds' distributor, and Janus
Services LLC ("Janus Services"), the Funds' transfer agent, each a wholly-owned
subsidiary of Janus Capital, and a description of any fees paid by each Fund to
Janus Distributors and Janus Services, is included under "Fund Service
Providers" in this Proxy Statement.
Liability. Each Fund's Current Advisory Agreement and Proposed Amended
Advisory Agreement provides that Janus Capital shall not be liable for any error
of judgment or mistake of law or for any loss arising out of any investment or
for any act or omission taken with respect to the Fund, except for willful
misfeasance, bad faith or gross negligence in the performance of its duties, or
by reason of reckless disregard of its obligations and duties under the
agreement, and except to the extent otherwise provided by law.
Termination of the Agreement. Each Fund's Current Advisory Agreement and
Proposed Amended Advisory Agreement continues in effect until February 1, 2011,
and from year to year thereafter, so long as such continuance is specifically
approved at least annually by a majority of the Fund's Independent Trustees, and
by either a majority of the outstanding voting securities of the Fund or the
Board of Trustees. The "majority of outstanding voting securities" means the
lesser of (i) 67% or more of the shares of a Fund present at the Meeting, if the
holders of more than 50% of the outstanding shares are present or represented by
proxy, or (ii) more than 50% of the outstanding shares (a "1940 Act Majority").
The Current Advisory Agreements and the Proposed Amended Advisory
Agreements each: (i) may be terminated, without penalty, by a Fund or Janus
Capital on 60 days' written notice; (ii) terminates automatically in the event
of its assignment; and (iii) generally, may not be amended without the approval
by vote of a majority of the Trustees, including a majority of the Independent Trustees, and, towithout obtaining shareholder approval. Before a Fund may rely on the extent requiredSEC Exemptive Order, the operation of the Fund in the manner permitted by the 1940 Act,SEC Exemptive Order must be approved by shareholders.
In accordance with the voteSEC Exemptive Order, the Adviser will provide general management services, including overall supervisory responsibility for the general management and investment of the Fund’s assets. Subject to review and approval of the Board, the Adviser will (a) set a Fund’s overall investment strategies, (b) evaluate, select, and recommend sub-advisers to manage all or a portion of a 1940 Act
Majority.
Additional Information. The dateFund’s assets, and (c) implement procedures reasonably designed to ensure that sub-advisers comply with a Fund’s investment objective, policies and restrictions. Subject to review by the Board, the Adviser will (a) when appropriate, allocate and reallocate a Fund’s assets among multiple sub-advisers; and (b) monitor and evaluate the performance of sub-advisers.
Under the SEC Exemptive Order, the Trust and the Adviser are subject to several conditions imposed by the SEC to ensure that the interests of the Current Advisory Agreement between
Janus Capital and each Fund,Funds’ shareholders are adequately protected. Among these conditions are that within 90 days of the date it was last considered and reviewed by the
29
Trustees, the date when it was last approved by shareholdershiring of each Fund, and
the reason it was last submitted for shareholder approval are set forth below:
DATE LAST DATE LAST
DATE OF CURRENT CONSIDERED BY SUBMITTED
FUND AGREEMENT TRUSTEES TO SHAREHOLDERS
---- --------------------- ----------------- --------------------
Janus Forty Fund..... July 6, 2009 December 11, 2009 July 2, 2009(1)
Janus Fund........... July 1, 2004 as December 11, 2009 December 29, 2005(2)
amended February 1,
2006 and June 14,
2006
Janus Global
Opportunities
Fund............... July 1, 2004 as December 11, 2009 January 9, 2006(2)
amended February 1,
2006 and June 14,
2006
Janus Overseas Fund.. July 1, 2004 as December 11, 2009 January 9, 2006(2)
amended February 1,
2006 and June 14,
2006
Janus Twenty Fund.... July 1, 2004 as December 11, 2009 December 29, 2005(2)
amended February 1,
2006 and June 14,
2006
--------
(1) Approved by the initial shareholder in connection with the Fund's
commencement of operations.
(2) To approve certain amendments to the Fund's investment advisory agreement
with Janus Capital to conform to prevailing industry practice.
The implementation of each Proposed Amended Advisory Agreement fora newsub-adviser, a Fund is contingent upon shareholderwill provide shareholders with an information statement, or with a notice of the availability of such information statement, that contains substantially the same information about thesub-adviser, thesub-advisory agreement and thesub-advisory fee that the Fund would otherwise have been required to send to shareholders in a proxy statement.
Shareholder approval of that Fund.
Compensation. Pursuant to its Current Advisory Agreement, each Fund pays
Janus Capital an investment advisory fee for its services, which is calculated
daily and paid monthly. The investment advisory fee paid by each Fund to Janus
Capital under its Current Advisory Agreement is calculated at an annual fixed
ratethe Manager of 0.64% of a Fund's average daily net asset value.
Under each Fund's Proposed Amended Advisory Agreement, the advisory fee
paid would consist of an annual base fee and a performance fee adjustment. The
base fee would be the same as the current fixed rate at 0.64%, but would be
subject to an adjustment up or down based on the Fund's performance relative to
its respective benchmark index, as discussed in further detail below.
Janus Capital has contractually agreed to waive the advisory fee payable by
each Fund listed below in an amount equal to the amount, if any, that the Fund's
normal operating expenses in any fiscal year, including the investment advisory
fee, but excluding any performance adjustments to management fees, the
distribution and shareholder servicing fees, applicable to Class A Shares, Class
C Shares, Class R Shares, and Class S Shares, the administrative fees applicable
to Class D Shares, Class R
30
Shares, Class S Shares, and Class T Shares, brokerage commissions, interest,
dividends, taxes, and extraordinary expenses (including, butManagers Proposal will not limited to,
acquired fund fees and expenses), exceed the annual rate shown below:
FUND EXPENSE LIMIT (%)
---- -----------------
Janus Forty Fund................................ 0.78
Janus Fund...................................... 0.78
Janus Overseas Fund............................. 0.92
The application of an expense limit, if any, will have a positive effect
upon a Fund's performance and may result in an increase in the performance
adjustment to a Fund's investment advisory fee rate. Unless terminated, revised,
or extended, each Fund's expense limit will be in effect until February 16,
2011.
Proposed Performance Fee Structure. Under the Proposed Amended Advisory
Agreements, the proposed investment advisory fee to be paid to Janus Capital by
each Fund will consist of two components: (1) a base fee calculated by applying
the current contractual fixed-rate advisory fee rate of 0.64% to a Fund's
average daily net assets during the previous month ("Base Fee Rate"), plus or
minus (2) a performance-fee adjustment ("Performance Adjustment") calculated by
applying a variable rate of up to 0.15% (positive or negative) to the Fund's
average daily net assets during the applicable performance measurement period.
The performance measurement period generally will be the previous 36 months,
although no Performance Adjustment will be made until the applicable Proposed
Amended Advisory Agreement has been in effect for at least 12 months for Janus
Fund and Janus Global Opportunities Fund; 15 months for Janus Overseas Fund; or
18 months for Janus Forty Fund and Janus Twenty Fund. When the Proposed Amended
Advisory Agreement has been in effect for at least 12 months (15 months for
Janus Overseas Fund and 18 months for Janus Forty Fund and Janus Twenty Fund),
but less than 36 months, the performance measurement period will be equal to the
time that has elapsed since the Proposed Amended Advisory Agreement took effect.
The Base Fee Rate is calculated and accrued daily. The Performance Adjustment is
calculated monthly in arrears and is accrued evenly each day throughout the
month. The investment advisory fee is paid monthly in arrears.
The Performance Adjustment may result in an increase or decrease in the total amount of investment advisory feefees that would be paid by a Fund depending on the investment performance
of the Fund relative to its benchmark index over the performance measurement
period (the performance of the benchmark index applicable to Janus Fund is
calculated daily based on the performance of two separate indices, each of which
are given an equal weighting (50%/50%) in the benchmark index). No Performance
Adjustment will be applied unless the difference between a Fund's investment
performance and the cumulative investment record of the Fund's benchmark index
is 0.50% or greater (positive or negative) during the applicable performance
measurement period. Because the Performance Adjustment is tied to a Fund's
performance relative to its benchmark index (and not its absolute performance),
the Performance Adjustment could increase Janus Capital's fee even if the Fund's
shares lose value during the performance measurement period and could decrease
Janus Capital's fee even if the Fund's shares increase in value during the
31
performance measurement period. For purposes of computing the Base Fee Rate and
the Performance Adjustment, net assets will be averaged over different periods
(average daily net assets during the previous month for the Base Fee Rate,
versus average daily net assets during the performance measurement period for
the Performance Adjustment). Performance of a Fund is calculated net of
expenses, whereas a Fund's benchmark index does not have any fees or expenses.
Reinvestment of dividends and distributions is included in calculating both the
performance of a Fund and the Fund's benchmark index. Under extreme
circumstances involving underperformance by a rapidly shrinking Fund, the dollar
amount of the Performance Adjustment could be more than the dollar amount of the
Base Fee Rate. In such circumstances, Janus Capital would reimburse the
applicable Fund.
With the exception of Janus Twenty Fund, the investment performance of a
Fund's Class A Shares (waiving the upfront sales load) ("Class A Shares") will
be used for purposes of calculating the Fund's Performance Adjustment. After
Janus Capital determines whether a particular Fund's performance was above or
below its benchmark index by comparing the investment performance of the Fund's
Class A Shares against the cumulative investment record of that Fund's benchmark
index, Janus Capital will apply the same Performance Adjustment (positive or
negative) across each other class of shares of the Fund.
Because Janus Twenty Fund does not offer Class A Shares, the investment
performance of the Fund's Class T Shares (formerly named Class J Shares) will be
used for purposes of calculating the Fund's Performance Adjustment. After Janus
Capital determines whether Janus Twenty Fund's performance was above or below
its benchmark index by comparing the investment performance of the Fund's Class
T Shares against the cumulative investment record of the Fund's benchmark index,
Janus Capital will apply the same Performance Adjustment (positive or negative)
across any other class of shares of Janus Twenty Fund.
The Trustees may determine that a class of shares of a Fund other than
Class A Shares (Class T Shares for Janus Twenty Fund) is the most appropriate
for use in calculating the Performance Adjustment. If a different class of
shares is substituted in calculating the Performance Adjustment, the use of that
successor class of shares may apply to the entire performance measurement period
so long as the successor class was outstanding at the beginning of such period.
If the successor class of shares was not outstanding for all or a portion of the
performance measurement period, it may only be used in calculating that portion
of the Performance Adjustment attributable to the period during which the
successor class was outstanding, and any prior portion of the performance
measurement period would be calculated using the class of shares previously
designated. Any change to the class of shares used to calculate the Performance
Adjustment is subject to applicable law. The Trustees would notify you of any
such change.
Each Fund's benchmark index is identified below. The Trustees may from time
to time determine that another securities index is a more appropriate benchmark
index for purposes of evaluating the performance of that Fund. In that event,
the Trustees will
32
approve the substitution of a successor index for the Fund's benchmark index.
However, the calculation of the Performance Adjustment for any portion of the
performance measurement period prior to the adoption of the successor index will
still be based upon the Fund's performance compared to its former benchmark
index. Any change to a Fund's benchmark index for purposes of calculating the
Performance Adjustment is subject to applicable law. It is currently the
position of the Staff of the SEC that any changes to a Fund's benchmark index
will require shareholder approval. If there is a change in the Staff's position,
the Trustees intend to notify shareholders if they determine that a change in a
Fund's benchmark index is appropriate.
While it is not possible to predict the effect of the Performance
Adjustment on future overall compensation to Janus Capital since it will depend
on the performance of each Fund relative to the record of its benchmark index
and future changes to the size of each Fund, below is information to help you
evaluate the potential impact of this change.
If the average daily net assets of a Fund remain constant during a 36-month
performance measurement period, current net assets will be the same as average
net assets over the performance measurement period, and the maximum Performance
Adjustment will be equivalent to 0.15% of current net assets. When current net
assets vary from average net assets over the 36-month performance measurement
period, the Performance Adjustment, as a percentage of current assets, may vary
significantly, including at a rate more or less than 0.15%, depending upon
whether the net assets of the Fund had been increasing or decreasing (and the
amount of such increase or decrease) during the performance measurement period.
Note that if net assets for a Fund were increasing during the performance
measurement period, the total performance fee paid, measured in dollars, would
be more than if that Fund had not increased its net assets during the
performance measurement period.
Suppose, for example, that the Performance Adjustment was being computed
after the assets of a Fund had been shrinking. Applying the monthly Base Fee
Rate of 1/12(th) of 0.64% of average daily net assets during the previous month,
assume that average daily net assets during the 36-month performance measurement
period were $500 million, but that average daily net assets during the preceding
month were just $200 million.
The Base Fee Rate would be computed as follows:
$200 million x 0.64% / 12 = $106,667
If the Fund outperformed or underperformed its benchmark index by an amount
which triggered the maximum Performance Adjustment, the Performance Adjustment
would be computed as follows:
$500 million x 0.15% / 12 = $62,500, which is approximately 1/12th of
0.375% of $200 million.
If the Fund had outperformed its benchmark index, the advisory fee rate for
that month would be a Base Fee Rate of $106,667, plus a Performance Adjustment
of $62,500, for a total fee of $169,167, which is approximately 1/12th of 1.01%
of $200 million.
33
If the Fund had underperformed its benchmark index, the advisory fee rate
for that month would be a Base Fee Rate of $106,667, minus a Performance
Adjustment of $62,500, for a total fee of $44,167, which is approximately 1/12th
of 0.26% of $200 million.
Therefore, the total advisory fee rate for that month, as a percentage of
average net assets during the preceding month, would be approximately 1/12th of
1.01% in the case of outperformance, or approximately 1/12th of 0.26% in the
case of underperformance. Under extreme circumstances involving underperformance
by a rapidly shrinking Fund, the dollar amount of the Performance Adjustment
could be more than the dollar amount of the Base Fee Rate. In such
circumstances, Janus Capital would reimburse the applicable Fund.
By contrast, the Performance Adjustment would be a smaller percentage of
current assets if the net assets of the Fund were increasing during the
performance measurement period. Suppose, for example, that the Performance
Adjustment was being computed after the assets of a Fund had been growing.
Assume its average daily net assets during the 36-month performance measurement
period were $500 million, but that average daily net assets during the preceding
month were $800 million.
The Base Fee Rate would be computed as follows:
$800 million x 0.64% / 12 = $426,667
If the Fund outperformed or underperformed its benchmark index by an amount
which triggered the maximum Performance Adjustment, the Performance Adjustment
would be computed as follows:
$500 million x 0.15% / 12 = $62,500, which is approximately 1/12th of
0.094% of $800 million.
If the Fund had outperformed its benchmark index, the advisory fee rate for
that month would be a Base Fee Rate of $426,667, plus a Performance Adjustment
of $62,500, for a total fee of $489,167, which is approximately 1/12th of 0.73%
of $800 million.
If the Fund had underperformed its benchmark index, the advisory fee rate
for that month would be a Base Fee Rate of $426,667, minus a Performance
Adjustment of $62,500, for a total fee of $364,167, which is approximately
1/12th of 0.55% of $800 million.
Therefore, the total advisory fee rate for that month, as a percentage of
average net assets during the preceding month, would be approximately 1/12th of
0.73% in the case of outperformance, or approximately 1/12th of 0.55% in the
case of underperformance.
If approved for a Fund, the Proposed Amended Advisory Agreement, including
the performance-based advisory fee structure, described in this Proposal is
expected to become effective on or about July 1, 2010. However, as noted above,
no Performance Adjustment will be made until the Proposed Amended Advisory
Agreement has been in effect for at least 12 months in the case of Janus Fund
and Janus Global Opportunities
34
Fund; 15 months in the case of Janus Overseas Fund; or 18 months in the case of
Janus Forty Fund and Janus Twenty Fund. Until such time, only the Fund's Base
Fee Rate will apply.
The proposed Base Fee Rate for each Fund (which is the same as the current
annual investment advisory fee rate paid by each Fund to Janus Capital) and each
Fund's benchmark index are shown in the following table:
BASE FEE RATE
FUND BENCHMARK INDEX (ANNUAL FEE RATE)
---- ---------------------------- -----------------
Janus Forty Fund............ Russell 1000(R) Growth
Index(1) 0.64%
Janus Fund.................. Core Growth Index(2) 0.64%
Janus Global Opportunities
Fund...................... MSCI World IndexSM(3) 0.64%
Janus Overseas Fund......... MSCI All Country World
ex-U.S. Index(SM)(4) 0.64%
Janus Twenty Fund........... Russell 1000(R) Growth
Index(1) 0.64%
--------
(1) The Russell 1000(R) Growth Index measures the performance of those Russell
1000(R) companies with higher price-to-book ratios and higher forecasted
growth values.
(2) The Core Growth Index is an internally calculated, hypothetical combination
of unmanaged indices that combines total returns from the Russell 1000(R)
Growth Index (50%) and the Standard & Poor's ("S&P") 500(R) Index (50%).
(3) The Morgan Stanley Capital International ("MSCI") World Index(SM) is a
market capitalization weighted index composed of companies representative of
the market structure of developed market countries in North America, Europe,
and the Asia/Pacific Region. The index includes reinvestment of dividends,
net of foreign withholding taxes.
(4) The MSCI All Country World ex-U.S. Index(SM) is an unmanaged, free float-
adjusted, market capitalization weighted index composed of stocks of
companies located in countries throughout the world, excluding the United
States. It is designed to measure equity market performance in global
developed and emerging markets outside the United States. The index includes
reinvestment of dividends, net of foreign withholding taxes.
COMPARISON OF CURRENT AND PRO FORMA ADVISORY FEES DURING THE PREVIOUS FISCAL
YEAR
The following table shows: (1) the dollar amount of the actual advisory
fees paid by each Fund, before and after all applicable waivers, for the fiscal
year ended October 31, 2009 (July 31, 2009 for Janus Forty Fund); (2) the dollar
amount of the pro forma advisory fees that would have been paid by each Fund,
before and after all applicable waivers, if the proposed performance-based fee
structure had been in effect during such fiscal year; and (3) for each Fund, the
difference between (i) the amount of the pro forma advisory fees, net of
waivers, that would have been paid under the performance-based fee structure and
(ii) the amount of the actual advisory fees paid, net of waivers, expressed as a
percentage of the actual advisory fees' amount. Such percentage difference is
positive when the amount of the pro forma advisory fees would have been larger
than the amount of the actual advisory fees paid by a Fund, and negative when
the amount of the pro forma advisory fees would have been smaller than the
amount of the actual advisory fees paid by a Fund. For purposes of pro forma
calculations, it is assumed that the Performance Adjustment would have been in
effect
35
during the entire fiscal year ended October 31, 2009 (July 31, 2009 for Janus
Forty Fund) and that it would have been calculated over the full preceding 36-
month performance measurement period.
For Janus Fund and Janus Overseas Fund, any advisory fee waivers shown
reflect the period July 6, 2009 through October 31, 2009 as there was no
agreement in place to waive such fees for these Funds prior to that date.
For Janus Forty Fund, any advisory fee waivers prior to July 6, 2009
reflect fee waivers in effect for Janus Adviser Forty Fund, the predecessor Fund
to Janus Forty Fund that had a different expense limit agreement than the one
currently in effect for Janus Forty Fund. If the expense limit currently in
effect for Janus Forty Fund would have been in effect during the period July 31,
2008 to July 6, 2009, the amounts shown in the table below that include waivers
would be different. Janus Twenty Fund and Janus Global Opportunities Fund do not
have any agreements in effect for waivers of the advisory fee paid to Janus
Capital.
Note that while the table below reflects pro forma fees that are higher
than the actual fees paid, this does not mean that you will automatically pay
higher advisory fees if the performance fee structure is approved. This is
because the performance fee structure only takes into account Fund performance
after the date the structure is implemented, so that a Fund's performance prior
to the implementation date has no impact on the advisory fees to be paid after
that date. If the performance fee structure is approved, the advisory fees a
Fund pays will depend exclusively on the cumulative performance of the Fund
relative to the approved Fund benchmark index, as well as future changes to the
size of the Fund, over the specified performance period.
ACTUAL ADVISORY FEES PRO FORMA ADVISORY FEES*
-------------------------------------- ------------------------------------- DIFFERENCE
ACTUAL ACTUAL PRO FORMA PRO FORMA BETWEEN PRO
ADVISORY FEE ADVISORY ADVISORY ADVISORY FORMA AND
BEFORE FEE AFTER FEE BEFORE PRO FORMA FEE AFTER ACTUAL
WAIVER WAIVER WAIVER WAIVER WAIVER WAIVER ADVISORY FEE
FUND ($) (000'S) ($) (000'S) ($) (000'S) ($) (000'S) ($) (000'S) ($) (000'S) AFTER WAIVER
---- ------------ ----------- ----------- ----------- ----------- ----------- ------------
Janus Forty Fund..... 28,103 1,561 26,542 34,193 1,561 32,632 22.95%
Janus Fund........... 46,943 2 46,941 54,084 2 54,082 15.21%
Janus Global
Opportunities
Fund............... 543 N/A 543 652 N/A 652 20.10%
Janus Overseas Fund.. 38,344 43 38,301 50,129 43 50,086 30.77%
Janus Twenty Fund.... 49,894 N/A 49,894 65,505 N/A 65,505 31.29%
--------
* As described in this Proxy Statement, any Performance Adjustment included in
calculating the Pro Forma Advisory Fees for each Fund, except Janus Forty
Fund, is based on the investment performance of the Fund's Class T Shares
(formerly named Class J Shares), versus the Fund's benchmark index over the
36-month period ended October 31, 2009.
Any Performance Adjustment included in calculating the Pro Forma Advisory
Fees for Janus Forty Fund is based on the investment performance of the Fund's
Class A Shares versus the Fund's benchmark index over the 36-month period ended
July 31, 2009. Janus Forty Fund's Class A Shares commenced operations on July 6,
2009 after the reorganization of Class A Shares of Janus Adviser Forty Fund
("JAD predecessor fund") into Class A Shares of Janus Forty Fund. As a result,
for the applicable period
36
prior to July 6, 2009, the Performance Adjustment is based on the investment
performance of the JAD predecessor fund's Class A Shares calculated using the
fees and expenses of the JAD predecessor fund's Class A Shares, net of any fee
and expense limitations or waivers.
Although the Performance Adjustment for Janus Fund, Janus Global
Opportunities Fund and Janus Overseas Fund, when implemented, will be calculated
based on the performance of that Fund's Class A Shares (load-waived), the pro
forma numbers for these Funds in this Proxy Statement are based on the
performance of Class T Shares. This is because Class A Shares of these Funds did
not commence operations until July 6, 2009, and therefore, a pro forma
calculation could only assume that the performance fee had been in effect for
the period July 6, 2009 through October 31, 2009 (the end of the fiscal year)
rather than a three-year period ended October 31, 2009. (A rolling three-year
period is how the Fund's management fee will be calculated once it reaches three
years from implementation of the performance fee.) Class T Shares was selected
as the class to use for calculating the pro forma numbers given the similarities
in fees between Class T Shares and Class A Shares (load-waived). Although using
Class A Shares to calculate the pro forma management fee may result in a
different result than Class T Shares, the pro forma numbers provided in this
proxy statement should give you a good understanding of the impact of
performance fees on your Fund and what the management fee would have been if a
performance fee were in effect for your Fund for the three-year period ended
October 31, 2009. Regardless of whether Class A Shares or Class T Shares is used
to calculate the pro forma management fee, the management fee that will be paid
by your Fund if a performance fee is approved will depend on the performance of
the Fund compared to its benchmark for the period beginning on or about July 1,
2010. Your management fee would begin adjusting up or down beginning July 1,
2011 or later, as described in this Proxy Statement.
2.A. JANUS FORTY FUND
HYPOTHETICAL EXAMPLE
The following hypothetical examples illustrate the application of the
Performance Adjustment for Janus Forty Fund. The examples assume that the
average daily net assets of the Fund remain constant during a 36-month
performance measurement period. The Performance Adjustment would be a smaller
percentage of current assets if the net assets of the Fund were increasing
during the performance measurement period, and a greater percentage of current
assets if the net assets of the Fund were decreasing during the performance
measurement period. All numbers in the examples are rounded to the nearest
hundredth percent. The net assets of the Fund as of the fiscal years ended July
31, 2008 and July 31, 2009 were $6,972,320,122 and $5,470,535,332, respectively.
The monthly maximum positive or negative Performance Adjustment of 1/12(th)
of 0.15% of average net assets during the prior 36 months occurs if the Fund
outperforms or underperforms its benchmark index by 8.50% over the same period.
The Performance Adjustment is made in even increments for every 0.50% difference
in the investment
37
performance of the Fund's Class A Shares (waiving the upfront sales load)
compared to the cumulative investment record of the Russell 1000(R) Growth
Index.
EXAMPLE 1: Fund Outperforms its Benchmark by 8.50%
If the Fund has outperformed the Russell 1000(R) Growth Index by 8.50%
during the preceding 36 months, the Fund would calculate the investment advisory
fee as follows:
PERFORMANCE ADJUSTMENT TOTAL ADVISORY FEE RATE
BASE FEE RATE RATE FOR THAT MONTH
------------------------ ------------------------ ------------------------
1/12(th) of 0.64% 1/12(th) of 0.15% 1/12(th) of 0.79%
EXAMPLE 2: Fund Performance Tracks its Benchmark
If the Fund's performance has tracked the performance of the Russell
1000(R) Growth Index during the preceding 36 months, the Fund would calculate
the investment advisory fee as follows:
PERFORMANCE ADJUSTMENT TOTAL ADVISORY FEE RATE
BASE FEE RATE RATE FOR THAT MONTH
------------------------ ------------------------ ------------------------
1/12(th) of 0.64% 0.00% 1/12(th) of 0.64%
EXAMPLE 3: Fund Underperforms its Benchmark by 8.50%
If the Fund has underperformed the Russell 1000(R) Growth Index by 8.50%
during the preceding 36 months, the Fund would calculate the investment advisory
fee as follows:
PERFORMANCE ADJUSTMENT TOTAL ADVISORY FEE RATE
BASE FEE RATE RATE FOR THAT MONTH
------------------------ ------------------------ ------------------------
1/12(th) of 0.64% 1/12(th) of -0.15% 1/12(th) of 0.49%
COMPARISON OF CURRENT AND PRO FORMA EXPENSES
The following tables describe the shareholder fees and annual fund
operating expenses that you may pay if you buy and hold shares of the Fund under
the current fee structure and proposed performance-based fee structure, without
giving effect to any applicable fee waivers. For purposes of pro forma
calculations, it is assumed that the Performance Adjustment would have been in
effect during the entire fiscal year ended July 31, 2009, and that it would have
been calculated over a full 36-month performance measurement period. The fees
and expenses shown were determined based upon average net assets as of the
fiscal year ended July 31, 2009. For the 36-month period ended July 31, 2009,
the Fund outperformed the Russell 1000(R) Growth Index and the fiscal year-end
average daily net assets were higher than the trailing 36-month average daily
net assets, resulting in the pro forma management fee shown in the Annual Fund
Operating Expenses table below.
Shareholder fees are those paid directly from your investment and may
include sales loads, redemption fees or exchange fees.
Annual fund operating expenses are paid out of the Fund's assets and
include fees for portfolio management, maintenance of shareholder accounts,
shareholder servicing,
38
accounting and other services. You do not pay these fees directly but, as the
examples show, these costs are borne indirectly by all shareholders.
The Fund has entered into an expense waiver agreement with Janus Capital.
In the expense waiver agreement, Janus Capital has agreed to reduce annual Fund
operating expenses to the extent that total operating expenses exceed a specific
percentage of average daily net assets, subject to certain limitations described
in the expense waiver agreement. Additional details with respect to the expense
waiver agreement are described in the footnotes to the Annual Fund Operating
Expenses table listed below. As a result of the expense waiver agreement, the
Total Annual Fund Operating Expenses may be less than the amount listed in the
table below.
SHAREHOLDER FEES (PAID DIRECTLY FROM YOUR INVESTMENT)(1)
(CURRENT AND PRO FORMA STRUCTURE)
CLASS A CLASS C CLASS I CLASS R CLASS S CLASS T
------- ------- ------- ------- ------- -------
Maximum Sales Charge (load)
Imposed on Purchases (as a
% of offering price)....... 5.75%(2) None None None None None
Maximum Deferred Sales Charge
(load) (as a % of the lower
original purchase price or
redemption proceeds)....... None(3) 1.00%(4) None None None None
Redemption Fee............... None None None None None None
Exchange Fee................. None None None None None None
ANNUAL FUND OPERATING EXPENSES (DEDUCTED FROM FUND ASSETS)(5)
ACQUIRED
DISTRIBUTION/ FUND(9) TOTAL ANNUAL
MANAGEMENT SERVICE OTHER FEES AND FUND OPERATING
FEE(6) (12B-1) FEES(7) EXPENSES(8) EXPENSES EXPENSES(10)
---------- --------------- ----------- -------- --------------
JANUS FORTY FUND
Class A Shares
Current.......... 0.64% 0.25% 0.14% 0.02% 1.05%
Pro Forma........ 0.77% 0.25% 0.14% 0.02% 1.18%
Class C Shares
Current.......... 0.64% 1.00% 0.17% 0.02% 1.83%
Pro Forma........ 0.77% 1.00% 0.17% 0.02% 1.96%
Class I Shares
Current.......... 0.64% N/A 0.03% 0.02% 0.69%
Pro Forma........ 0.77% N/A 0.03% 0.02% 0.82%
Class R Shares
Current.......... 0.64% 0.50% 0.27% 0.02% 1.43%
Pro Forma........ 0.77% 0.50% 0.27% 0.02% 1.56%
39
ACQUIRED
DISTRIBUTION/ FUND(9) TOTAL ANNUAL
MANAGEMENT SERVICE OTHER FEES AND FUND OPERATING
FEE(6) (12B-1) FEES(7) EXPENSES(8) EXPENSES EXPENSES(10)
---------- --------------- ----------- -------- --------------
Class S Shares
Current.......... 0.64% 0.25% 0.26% 0.02% 1.17%
Pro Forma........ 0.77% 0.25% 0.26% 0.02% 1.30%
Class T Shares
Current.......... 0.64% N/A 0.27% 0.02% 0.93%
Pro Forma........ 0.77% N/A 0.27% 0.02% 1.06%
EXAMPLES:
THE FOLLOWING EXAMPLES ARE BASED ON EXPENSES WITHOUT WAIVERS, AS SHOWN IN
THE TABLES ABOVE. These examples are intended to help you compare the cost of
investing in the Fund, under both the current fee structure and the proposed fee
structure, with the cost of investing in other mutual funds. The examples assume
that you invest $10,000 in the Fund for the time periods indicated 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 Fund's operating
expenses without waivers remain the same. The pro forma calculations assume that
the Performance Adjustment had been in effect for a 36-month period as of the
end of the last fiscal year (July 31, 2009). Although your actual costs may be
higher or lower, based on these assumptions your costs would be:
IF YOU REDEEM YOUR SHARES:*
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
JANUS FORTY FUND
Class A Shares
Current............................ $676 $890 $1,121 $1,784
Pro Forma.......................... 688 928 1,187 1,924
Class C Shares
Current............................ 286 576 990 2,148
Pro Forma.......................... 299 615 1,057 2,285
Class I Shares
Current............................ 70 221 384 859
Pro Forma.......................... 84 262 455 1,014
Class R Shares
Current............................ 146 452 782 1,713
Pro Forma.......................... 159 493 850 1,856
Class S Shares
Current............................ 119 372 644 1,420
Pro Forma.......................... 132 412 713 1,568
Class T Shares
Current............................ 95 296 515 1,143
Pro Forma.......................... 108 337 585 1,294
40
IF YOU DO NOT REDEEM YOUR SHARES:*
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
JANUS FORTY FUND
Class A Shares
Current............................ $676 $890 $1,121 $1,784
Pro Forma.......................... 688 928 1,187 1,924
Class C Shares
Current............................ 186 576 990 2,148
Pro Forma.......................... 199 615 1,057 2,285
Class I Shares
Current............................ 70 221 384 859
Pro Forma.......................... 84 262 455 1,014
Class R Shares
Current............................ 146 452 782 1,713
Pro Forma.......................... 159 493 850 1,856
Class S Shares
Current............................ 119 372 644 1,420
Pro Forma.......................... 132 412 713 1,568
Class T Shares
Current............................ 95 296 515 1,143
Pro Forma.......................... 108 337 585 1,294
--------
(1) Your financial intermediary may charge you a separate or additional fee for
purchases and redemptions of shares.
(2) Sales charge may be waived for certain investors, as described in the
Shareholder's Guide in the Fund's prospectus.
(3) 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. This sales charge is not
reflected in the table or the example.
(4) 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.
(5) 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.
(6) The "Management Fee" is the investment advisory fee rate paid by the Fund
to Janus Capital. Any Performance Adjustment included in calculating the
Pro Forma Management Fee as shown for each class of shares of the Fund is
based on the investment performance of the Fund's Class A Shares (waiving
the upfront sales charge) versus the Russell 1000(R) Growth Index over the
36-month period ended July 31, 2009. Once the Performance Adjustment is
determined, it is applied across each other class of shares of the Fund.
(7) 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.
(8) For Class A Shares, Class C Shares and Class I Shares, Other Expenses may
include administrative fees charged by intermediaries for the provision of
administrative services, including recordkeeping, subaccounting, order
processing for omnibus or networked accounts, or other shareholder services
provided on behalf of shareholders of the Fund. For Class R Shares, Class S
Shares and Class T Shares, Other Expenses include an annual administrative
services fee rate 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,
41
administrative services, including recordkeeping, subaccounting, order
processing for omnibus or networked accounts, or other shareholder services
provided on behalf of retirement plan participants, pension plan
participants, or other underlying investors investing through institutional
channels.
(9) "Acquired Fund" means any underlying fund (including, but not limited to,
exchange-traded funds) in which the Fund invests or has invested during the
period. Total Annual Fund Operating Expenses shown may not correlate to the
Fund's "ratio of gross expenses to average net assets" appearing in the
Fund's financial statements, which reflect the operating expenses of the
Fund and does not include Acquired Fund fees and expenses.
(10) Total Annual Fund Operating Expenses do not reflect the application of a
contractual expense waiver by Janus Capital. Janus Capital has
contractually agreed to waive the Fund's total annual fund operating
expenses (excluding any performance adjustments to management fees,
distribution and shareholder servicing fees (applicable to Class A Shares,
Class C Shares, Class R Shares, and Class S Shares), administrative
services fees payable pursuant to the Transfer Agency Agreement (applicable
to Class R Shares, Class S Shares, and Class T 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 0.78% of average daily net assets on
the fiscal year ending date in which the agreement is in effect. Because a
fee waiver will have a positive effect upon the Fund's performance, a fund
that pays a performance-based investment advisory fee may experience a
performance adjustment that is considered favorable to Janus Capital as a
result of a fee waiver that is in place during the period when the
performance adjustment applies. The current agreement will be in effect
until February 16, 2011, unless terminated, revised or extended.
Additionally, the current agreement does not contain any provisions
allowing for the recoupment of any fees waived. 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 are as follows:
Class A Shares - 1.05% (pro forma - 1.18%); Class C Shares - 1.80% (pro
forma - 1.93%); Class I Shares - 0.69% (pro forma - 0.82%); Class R
Shares - 1.43% (pro forma - 1.56%); Class S Shares - 1.17% (pro
forma - 1.30%); and Class T Shares - 0.93% (pro forma - 1.06%).
* The Pro Forma numbers shown for each class of shares of the Fund include a
pro forma management fee calculated as described in the text and related
footnotes that accompany the fee table above.
2.B. JANUS FUND
HYPOTHETICAL EXAMPLE
The following hypothetical examples illustrate the application of the
Performance Adjustment for Janus Fund. The examples assume that the average
daily net assets of the Fund remain constant during a 36-month performance
measurement period. The Performance Adjustment would be a smaller percentage of
current assets if the net assets of the Fund were increasing during the
performance measurement period, and a greater percentage of current assets if
the net assets of the Fund were decreasing during the performance measurement
period. All numbers in the examples are rounded to the nearest hundredth
percent. The net assets of the Fund as of the fiscal years ended October 31,
2008 and October 31, 2009 were $7,528,294,073 and $8,221,025,987, respectively.
The monthly maximum positive or negative Performance Adjustment of 1/12(th)
of 0.15% of average net assets during the prior 36 months occurs if the Fund
outperforms or underperforms its benchmark index by 4.50% over the same period.
The Performance Adjustment is made in even increments for every 0.50% difference
in the investment performance of the Fund's Class A Shares (waiving the upfront
sales load) compared to the cumulative investment record of the Core Growth
Index, which is calculated using an equal weighting (50%/50%) of the Russell
1000(R) Growth Index and the S&P 500(R) Index.
42
EXAMPLE 1: Fund Outperforms its Benchmark by 4.50%
If the Fund has outperformed the Core Growth Index by 4.50% during the
preceding 36 months, the Fund would calculate the investment advisory fee as
follows:
PERFORMANCE ADJUSTMENT TOTAL ADVISORY FEE RATE
BASE FEE RATE RATE FOR THAT MONTH
------------------------ ------------------------ ------------------------
1/12(th) of 0.64% 1/12(th) of 0.15% 1/12(th) of 0.79%
EXAMPLE 2: Fund Performance Tracks its Benchmark
If the Fund's performance has tracked the performance of the Core Growth
Index during the preceding 36 months, the Fund would calculate the investment
advisory fee as follows:
PERFORMANCE ADJUSTMENT TOTAL ADVISORY FEE RATE
BASE FEE RATE RATE FOR THAT MONTH
------------------------ ------------------------ ------------------------
1/12(th) of 0.64% 0.00% 1/12(th) of 0.64%
EXAMPLE 3: Fund Underperforms its Benchmark by 4.50%
If the Fund has underperformed the Core Growth Index by 4.50% during the
preceding 36 months, the Fund would calculate the investment advisory fee as
follows:
PERFORMANCE ADJUSTMENT TOTAL ADVISORY FEE RATE
BASE FEE RATE RATE FOR THAT MONTH
------------------------ ------------------------ ------------------------
1/12(th) of 0.64% 1/12(th) of -0.15% 1/12(th) of 0.49%
COMPARISON OF CURRENT AND PRO FORMA EXPENSES
The following tables describe the shareholder fees and annual fund
operating expenses that you may pay if you buy and hold shares of the Fund under
the current fee structure and proposed performance-based fee structure, without
giving effect to any applicable fee waivers. For purposes of pro forma
calculations, it is assumed that the Performance Adjustment would have been in
effect during the entire fiscal year ended October 31, 2009, and that it would
have been calculated over a full 36-month performance measurement period. The
fees and expenses shown were determined based upon average net assets as of the
fiscal year ended October 31, 2009. For the 36-month period ended October 31,
2009, the Fund outperformed the Core Growth Index and the fiscal year-end
average daily net assets were lower than the trailing 36-month average daily net
assets, resulting in the pro forma management fee shown in the Annual Fund
Operating Expenses table below.
Shareholder fees are those paid directly from your investment and may
include sales loads, redemption fees or exchange fees.
Annual fund operating expenses are paid out of the Fund's assets and
include fees for portfolio management, maintenance of shareholder accounts,
shareholder servicing, accounting and other services. You do not pay these fees
directly but, as the examples show, these costs are borne indirectly by all
shareholders.
43
The Fund has entered into an expense waiver agreement with Janus Capital.
In the expense waiver agreement, Janus Capital has agreed to reduce annual Fund
operating expenses to the extent that total operating expenses exceed a specific
percentage of average daily net assets, subject to certain limitations described
in the expense waiver agreement. Additional details with respect to the expense
waiver agreement are described in the footnotes to the Annual Fund Operating
Expenses table listed below. As a result of the expense waiver agreement, the
Total Annual Fund Operating Expenses may be less than the amount listed in the
table below.
SHAREHOLDER FEES (PAID DIRECTLY FROM YOUR INVESTMENT)(1)
(CURRENT AND PRO FORMA STRUCTURE)
CLASS A CLASS C CLASS D CLASS I CLASS R CLASS S CLASS T
------- ------- ------- ------- ------- ------- -------
Maximum Sales Charge
(load) Imposed on
Purchases (as a % of
offering price)...... 5.75%(2) None None None None None None
Maximum Deferred Sales
Charge (load) (as a %
of the lower original
purchase price or
redemption
proceeds)............ None(3) 1.00%(4) None None None None None
Redemption Fee......... None None None None None None None
Exchange Fee........... None None None None None None None
ANNUAL FUND OPERATING EXPENSES (DEDUCTED FROM FUND ASSETS)(5)
ACQUIRED
DISTRIBUTION/ FUND(9) TOTAL ANNUAL
MANAGEMENT SERVICE (12B-1) OTHER FEES AND FUND OPERATING
FEE(6) FEES(7) EXPENSES(8) EXPENSES EXPENSES(10)
---------- --------------- ----------- -------- --------------
JANUS FUND
Class A Shares
Current........... 0.64% 0.25% 0.18% 0.01% 1.08%
Pro Forma......... 0.74% 0.25% 0.18% 0.01% 1.18%
Class C Shares
Current........... 0.64% 1.00% 0.25% 0.01% 1.90%
Pro Forma......... 0.74% 1.00% 0.25% 0.01% 2.00%
Class D Shares(11)
Current........... 0.64% N/A 0.18% 0.01% 0.83%
Pro Forma......... 0.74% N/A 0.18% 0.01% 0.93%
Class I Shares
Current........... 0.64% N/A 0.09% 0.01% 0.74%
Pro Forma......... 0.74% N/A 0.09% 0.01% 0.84%
Class R Shares
Current........... 0.64% 0.50% 0.31% 0.01% 1.46%
Pro Forma......... 0.74% 0.50% 0.31% 0.01% 1.56%
44
ACQUIRED
DISTRIBUTION/ FUND(9) TOTAL ANNUAL
MANAGEMENT SERVICE (12B-1) OTHER FEES AND FUND OPERATING
FEE(6) FEES(7) EXPENSES(8) EXPENSES EXPENSES(10)
---------- --------------- ----------- -------- --------------
Class S Shares
Current........... 0.64% 0.25% 0.31% 0.01% 1.21%
Pro Forma......... 0.74% 0.25% 0.31% 0.01% 1.31%
Class T Shares(12)
Current........... 0.64% N/A 0.31% 0.01% 0.96%
Pro Forma......... 0.74% N/A 0.31% 0.01% 1.06%
EXAMPLES:
THE FOLLOWING EXAMPLES ARE BASED ON EXPENSES WITHOUT WAIVERS, AS SHOWN IN
THE TABLES ABOVE. These examples are intended to help you compare the cost of
investing in the Fund, under both the current fee structure and the proposed fee
structure, with the cost of investing in other mutual funds. The examples assume
that you invest $10,000 in the Fund for the time periods indicated 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 Fund's operating
expenses without waivers remain the same. The pro forma calculations assume that
the Performance Adjustment had been in effect for a 36-month period as of the
end of the last fiscal year (October 31, 2009). Although your actual costs may
be higher or lower, based on these assumptions your costs would be:
IF YOU REDEEM YOUR SHARES:*
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
JANUS FUND
Class A Shares
Current............................ $679 $899 $1,136 $1,816
Pro Forma.......................... 688 928 1,187 1,924
Class C Shares
Current............................ 293 597 1,026 2,222
Pro Forma.......................... 303 627 1,078 2,327
Class D Shares
Current............................ 85 265 460 1,025
Pro Forma.......................... 95 296 515 1,143
Class I Shares
Current............................ 76 237 411 918
Pro Forma.......................... 86 268 466 1,037
Class R Shares
Current............................ 149 462 797 1,746
Pro Forma.......................... 159 493 850 1,856
Class S Shares
Current............................ 123 384 665 1,466
Pro Forma.......................... 133 415 718 1,579
45
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
Class T Shares
Current............................ $ 98 $306 $ 531 $1,178
Pro Forma.......................... 108 337 585 1,294
IF YOU DO NOT REDEEM YOUR SHARES:*
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
JANUS FUND
Class A Shares
Current............................ $679 $899 $1,136 $1,816
Pro Forma.......................... 688 928 1,187 1,924
Class C Shares
Current............................ 193 597 1,026 2,222
Pro Forma.......................... 203 627 1,078 2,327
Class D Shares
Current............................ 85 265 460 1,025
Pro Forma.......................... 95 296 515 1,143
Class I Shares
Current............................ 76 237 411 918
Pro Forma.......................... 86 268 466 1,037
Class R Shares
Current............................ 149 462 797 1,746
Pro Forma.......................... 159 493 850 1,856
Class S Shares
Current............................ 123 384 665 1,466
Pro Forma.......................... 133 415 718 1,579
Class T Shares
Current............................ 98 306 531 1,178
Pro Forma.......................... 108 337 585 1,294
--------
(1) Your financial intermediary may charge you a separate or additional fee for
purchases and redemptions of shares.
(2) Sales charge may be waived for certain investors, as described in the
Shareholder's Guide in the Fund's prospectus.
(3) 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. This sales charge is not
reflected in the example.
(4) 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.
(5) 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.
(6) The "Management Fee" is the investment advisory fee rate paid by the Fund
to Janus Capital. Any Performance Adjustment included in calculating the
Pro Forma Management Fee as shown for each class of shares of the Fund is
based on the investment performance of the Fund's Class T Shares versus the
Core Growth Index over the 36-month period ended October 31, 2009. Once the
Performance Adjustment is determined, it is applied across each other class
of shares of the Fund.
46
(7) 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.
(8) For Class A Shares, Class C Shares and Class I Shares, Other Expenses may
include administrative fees charged by intermediaries for the provision of
administrative services, including recordkeeping, subaccounting, order
processing for omnibus or networked accounts, or other shareholder services
provided on behalf of shareholders of the Fund. For Class R Shares, Class S
Shares, and Class T Shares, Other Expenses include an annual 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, administrative services, including recordkeeping, subaccounting, order
processing for omnibus or networked accounts, or other shareholder services
provided on behalf of retirement plan participants, pension plan
participants, or other underlying investors investing through institutional
channels. For Class D Shares, Other Expenses include an administrative fee
of 0.12% of the average daily net assets of Class D Shares for shareholder
services provided by Janus Services LLC.
(9) "Acquired Fund" means any underlying fund (including, but not limited to,
exchange-traded funds) in which the Fund invests or has invested during the
period. Total Annual Fund Operating Expenses shown may not correlate to the
Fund's "ratio of gross expenses to average net assets" appearing in the
Fund's financial statements, which reflect the operating expenses of the
Fund and does not include Acquired Fund fees and expenses.
(10) Total Annual Fund Operating Expenses do not reflect the application of a
contractual expense waiver by Janus Capital. Effective July 6, 2009, Janus
Capital has contractually agreed to waive the Fund's total annual fund
operating expenses (excluding any performance adjustments to management
fees, distribution and shareholder servicing fees (applicable to Class A
Shares, Class C Shares, Class R Shares, and Class S Shares), administrative
fees payable pursuant to the Transfer Agency Agreement (applicable to Class
D Shares, Class R Shares, Class S Shares, and Class T 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 0.78% of average daily net assets on
the fiscal year ending date in which the agreement is in effect. Because a
fee waiver will have a positive effect upon the Fund's performance, a fund
that pays a performance-based investment advisory fee may experience a
performance adjustment that is considered favorable to Janus Capital as a
result of a fee waiver that is in place during the period when the
performance adjustment applies. The current agreement will be in effect
until February 16, 2011, unless terminated, revised or extended.
Additionally, the current agreement does not contain any provisions
allowing for the recoupment of any fees waived. 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 are as follows:
Class A Shares - 1.04% (pro forma - 1.14%); Class C Shares - 1.79% (pro
forma - 1.89%); Class D Shares - 0.83% (pro forma - 0.93%); Class I
Shares - 0.74% (pro forma - 0.84%); Class R Shares - 1.46% (pro
forma - 1.56%); Class S Shares - 1.21% (pro forma - 1.31%); and Class T
Shares - 0.96% (pro forma - 1.06%).
(11) Class D Shares launched on February 16, 2010. The fees and expenses shown
are estimated based on the Fund's assets as of October 31, 2009.
(12) Formerly named Class J Shares.
* The Pro Forma numbers shown for each class of shares of the Fund include a
pro forma management fee calculated as described in the text and related
footnotes that accompany the fee table above.
2.C. JANUS GLOBAL OPPORTUNITIES FUND
HYPOTHETICAL EXAMPLE
The following hypothetical examples illustrate the application of the
Performance Adjustment for Janus Global Opportunities Fund. The examples assume
that the average daily net assets of the Fund remain constant during a 36-month
performance measurement period. The Performance Adjustment would be a smaller
percentage of current
47
assets if the net assets of the Fund were increasing during the performance
measurement period, and a greater percentage of current assets if the net assets
of the Fund were decreasing during the performance measurement period. All
numbers in the examples are rounded to the nearest hundredth percent. The net
assets of the Fund as of the fiscal years ended October 31, 2008 and October 31,
2009 were $85,624,514 and $99,017,213, respectively.
The monthly maximum positive or negative Performance Adjustment of 1/12(th)
of 0.15% of average net assets during the prior 36 months occurs if the Fund
outperforms or underperforms its benchmark index by 7.00% over the same period.
The Performance Adjustment is made in even increments for every 0.50% difference
in the investment performance of the Fund's Class A Shares (waiving the upfront
sales load) compared to the cumulative investment record of the Morgan Stanley
Capital International ("MSCI") World Index(SM).
EXAMPLE 1: Fund Outperforms its Benchmark by 7.00%
If the Fund has outperformed the MSCI World Index(SM) by 7.00% during the
preceding 36 months, the Fund would calculate the investment advisory fee as
follows:
PERFORMANCE ADJUSTMENT TOTAL ADVISORY FEE RATE
BASE FEE RATE RATE FOR THAT MONTH
------------------------ ------------------------ ------------------------
1/12(th) of 0.64% 1/12(th) of 0.15% 1/12(th) of 0.79%
EXAMPLE 2: Fund Performance Tracks its Benchmark
If the Fund's performance has tracked the performance of the MSCI World
Index(SM) during the preceding 36 months, the Fund would calculate the
investment advisory fee as follows:
PERFORMANCE ADJUSTMENT TOTAL ADVISORY FEE RATE
BASE FEE RATE RATE FOR THAT MONTH
------------------------ ------------------------ ------------------------
1/12(th) of 0.64% 0.00% 1/12(th) of 0.64%
EXAMPLE 3: Fund Underperforms its Benchmark by 7.00%
If the Fund has underperformed the MSCI World Index(SM) by 7.00% during the
preceding 36 months, the Fund would calculate the investment advisory fee as
follows:
PERFORMANCE ADJUSTMENT TOTAL ADVISORY FEE RATE
BASE FEE RATE RATE FOR THAT MONTH
------------------------ ------------------------ ------------------------
1/12(th) of 0.64% 1/12(th) of -0.15% 1/12(th) of 0.49%
COMPARISON OF CURRENT AND PRO FORMA EXPENSES
The following tables describe the shareholder fees and annual fund
operating expenses that you may pay if you buy and hold shares of the Fund under
the current fee structure and proposed performance-based fee structure. For
purposes of pro forma calculations, it is assumed that the Performance
Adjustment would have been in effect during the entire fiscal year ended October
31, 2009, and that it would have been calculated over a full 36-month
performance measurement period. The fees and
48
expenses shown were determined based upon average net assets as of the fiscal
year ended October 31, 2009. For the 36-month period ended October 31, 2009, the
Fund outperformed the MSCI World Index(SM) and the fiscal year-end average daily
net assets were lower than the trailing 36-month average daily net assets,
resulting in the pro forma management fee shown in the Annual Fund Operating
Expenses table below. The performance numbers do not take into account any
changes made to the Fund's investment objective and strategies as described in
Proposal 5 in this Proxy Statement. It is not possible to predict the impact of
such changes on the Fund's management fee or total expense ratio.
Shareholder fees are those paid directly from your investment and may
include sales loads, redemption fees or exchange fees.
Annual fund operating expenses are paid out of the Fund's assets and
include fees for portfolio management, maintenance of shareholder accounts,
shareholder servicing, accounting and other services. You do not pay these fees
directly but, as the examples show, these costs are borne indirectly by all
shareholders.
SHAREHOLDER FEES (PAID DIRECTLY FROM YOUR INVESTMENT)(1)
(CURRENT AND PRO FORMA STRUCTURE)
CLASS A CLASS C CLASS D CLASS I CLASS S CLASS T
------- ------- ------- ------- ------- -------
Maximum Sales Charge
(load) Imposed on
Purchases (as a % of
offering price)...... 5.75%(2) None None None None None
Maximum Deferred Sales
Charge (load) (as a %
of the lower original
purchase price or
redemption
proceeds)............ None(3) 1.00%(4) None None None None
Redemption Fee on
shares held for 90
days or less (as a %
of amount redeemed).. None None 2.00%(5)(6) 2.00%(5)(6) 2.00%(5)(6) 2.00%(5)(6)
Exchange Fee........... None None None(6) None(6) None(6) None(6)
ANNUAL FUND OPERATING EXPENSES (DEDUCTED FROM FUND ASSETS)(7)
DISTRIBUTION/ ACQUIRED TOTAL
SERVICE FUND(11) ANNUAL
MANAGEMENT (12B-1) OTHER FEES AND FUND OPERATING
FEE(8) FEES(9) EXPENSES(10) EXPENSES EXPENSES
---------- ------------- ------------ -------- --------------
JANUS GLOBAL
OPPORTUNITIES FUND
Class A Shares
Current............ 0.64% 0.25% 0.49% 0.01% 1.39%
Pro Forma.......... 0.77% 0.25% 0.49% 0.01% 1.52%
49
DISTRIBUTION/ ACQUIRED TOTAL
SERVICE FUND(11) ANNUAL
MANAGEMENT (12B-1) OTHER FEES AND FUND OPERATING
FEE(8) FEES(9) EXPENSES(10) EXPENSES EXPENSES
---------- ------------- ------------ -------- --------------
Class C Shares
Current............ 0.64% 1.00% 0.49% 0.01% 2.14%
Pro Forma.......... 0.77% 1.00% 0.49% 0.01% 2.27%
Class D Shares(12)
Current............ 0.64% N/A 0.61% 0.01% 1.26%
Pro Forma.......... 0.77% N/A 0.61% 0.01% 1.39%
Class I Shares
Current............ 0.64% N/A 0.49% 0.01% 1.14%
Pro Forma.......... 0.77% N/A 0.49% 0.01% 1.27%
Class S Shares
Current............ 0.64% 0.25% 0.74% 0.01% 1.64%
Pro Forma.......... 0.77% 0.25% 0.74% 0.01% 1.77%
Class T Shares(13)
Current............ 0.64% N/A 0.74% 0.01% 1.39%
Pro Forma.......... 0.77% N/A 0.74% 0.01% 1.52%
EXAMPLES:
THE FOLLOWING EXAMPLES ARE BASED ON EXPENSES AS SHOWN IN THE TABLES ABOVE.
These examples are intended to help you compare the cost of investing in the
Fund, under both the current fee structure and the proposed fee structure, with
the cost of investing in other mutual funds. The examples assume that you invest
$10,000 in the Fund for the time periods indicated 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 Fund's operating expenses
remain the same. The pro forma calculations assume that the Performance
Adjustment had been in effect for a 36-month period as of the end of the last
fiscal year (October 31, 2009). Although your actual costs may be higher or
lower, based on these assumptions your costs would be:
IF YOU REDEEM YOUR SHARES:*
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
JANUS GLOBAL OPPORTUNITIES FUND
Class A Shares
Current............................ $708 $ 990 $1,292 $2,148
Pro Forma.......................... 721 1,028 1,356 2,283
Class C Shares
Current............................ 317 670 1,149 2,472
Pro Forma.......................... 330 709 1,215 2,605
Class D Shares
Current............................ 128 400 692 1,523
Pro Forma.......................... 142 440 761 1,669
50
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
Class I Shares
Current............................ $116 $ 362 $ 628 $1,386
Pro Forma.......................... 129 403 697 1,534
Class S Shares
Current............................ 167 517 892 1,944
Pro Forma.......................... 180 557 959 2,084
Class T Shares
Current............................ 142 440 761 1,669
Pro Forma.......................... 155 480 829 1,813
IF YOU DO NOT REDEEM YOUR SHARES:*
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
JANUS GLOBAL OPPORTUNITIES FUND
Class A Shares
Current............................ $708 $ 990 $1,292 $2,148
Pro Forma.......................... 721 1,028 1,356 2,283
Class C Shares
Current............................ 217 670 1,149 2,472
Pro Forma.......................... 230 709 1,215 2,605
Class D Shares
Current............................ 128 400 692 1,523
Pro Forma.......................... 142 440 761 1,669
Class I Shares
Current............................ 116 362 628 1,386
Pro Forma.......................... 129 403 697 1,534
Class S Shares
Current............................ 167 517 892 1,944
Pro Forma.......................... 180 557 959 2,084
Class T Shares
Current............................ 142 440 761 1,669
Pro Forma.......................... 155 480 829 1,813
--------
(1) Your financial intermediary may charge you a separate or additional fee for
purchases and redemptions of shares.
(2) Sales charge may be waived for certain investors, as described in the
Shareholder's Guide in the Fund's prospectus.
(3) 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. This sales charge is not
reflected in the example.
(4) 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.
(5) The redemption fee may be waived in certain circumstances.
(6) An exchange of shares from the Fund held for 90 days or less may be subject
to the 2.00% redemption fee.
51
(7) 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.
(8) The "Management Fee" is the investment advisory fee rate paid by the Fund
to Janus Capital. Any Performance Adjustment included in calculating the
Pro Forma Management Fee as shown for each class of shares of the Fund is
based on the investment performance of the Fund's Class T Shares versus the
MSCI World Index(SM) over the 36-month period ended October 31, 2009. Once
the Performance Adjustment is determined, it is applied across each other
class of shares of the Fund.
(9) 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.
(10) For Class A Shares, Class C Shares and Class I Shares, Other Expenses may
include administrative fees charged by intermediaries for the provision of
administrative services, including recordkeeping, subaccounting, order
processing for omnibus or networked accounts, or other shareholder services
provided on behalf of shareholders of the Fund. For Class S Shares and
Class T Shares, Other Expenses include an annual 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,
administrative services, including recordkeeping, subaccounting, order
processing for omnibus or networked accounts, or other shareholder services
provided on behalf of retirement plan participants, pension plan
participants, or other underlying investors investing through institutional
channels. For Class D Shares, Other Expenses include an administrative fee
of 0.12% of the average daily net assets of Class D Shares for shareholder
services provided by Janus Services LLC.
(11) "Acquired Fund" means any underlying fund (including, but not limited to,
exchange-traded funds) in which the Fund invests or has invested during the
period. Total Annual Fund Operating Expenses shown may not correlate to the
Fund's "ratio of gross expenses to average net assets" appearing in the
Fund's financial statements, which reflect the operating expenses of the
Fund and does not include Acquired Fund fees and expenses.
(12) Class D Shares launched on February 16, 2010. The fees and expenses shown
are estimated based on the Fund's assets as of October 31, 2009.
(13) Formerly named Class J Shares.
* The Pro Forma numbers shown for each class of shares of the Fund include a
pro forma management fee calculated as described in the text and related
footnotes that accompany the fee table above.
2.D. JANUS OVERSEAS FUND
HYPOTHETICAL EXAMPLE
The following hypothetical examples illustrate the application of the
Performance Adjustment for Janus Overseas Fund. The examples assume that the
average daily net assets of the Fund remain constant during a 36-month
performance measurement period. The Performance Adjustment would be a smaller
percentage of current assets if the net assets of the Fund were increasing
during the performance measurement period, and a greater percentage of current
assets if the net assets of the Fund were decreasing during the performance
measurement period. All numbers in the examples are rounded to the nearest
hundredth percent. The net assets of the Fund as of the fiscal years ended
October 31, 2008 and October 31, 2009 were $4,345,023,588 and $9,774,584,698,
respectively.
The monthly maximum positive or negative Performance Adjustment of 1/12(th)
of 0.15% of average net assets during the prior 36 months occurs if the Fund
outperforms or underperforms its benchmark index by 7.00% over the same period.
The Performance
52
Adjustment is made in even increments for every 0.50% difference in the
investment performance of the Fund's Class A Shares (waiving the upfront sales
load) compared to the cumulative investment record of the MSCI All Country World
ex-U.S. Index(SM).
EXAMPLE 1: Fund Outperforms its Benchmark by 7.00%
If the Fund has outperformed the MSCI All Country World ex-U.S. Index(SM)
by 7.00% during the preceding 36 months, the Fund would calculate the investment
advisory fee as follows:
PERFORMANCE ADJUSTMENT TOTAL ADVISORY FEE RATE
BASE FEE RATE RATE FOR THAT MONTH
------------------------ ------------------------ ------------------------
1/12(th) of 0.64% 1/12(th) of 0.15% 1/12(th) of 0.79%
EXAMPLE 2: Fund Performance Tracks its Benchmark
If the Fund's performance has tracked the performance of the MSCI All
Country World ex-U.S. Index(SM) during the preceding 36 months, the Fund would
calculate the investment advisory fee as follows:
PERFORMANCE ADJUSTMENT TOTAL ADVISORY FEE RATE
BASE FEE RATE RATE FOR THAT MONTH
------------------------ ------------------------ ------------------------
1/12(th) of 0.64% 0.00% 1/12(th) of 0.64%
EXAMPLE 3: Fund Underperforms its Benchmark by 7.00%
If the Fund has underperformed the MSCI All Country World ex-U.S. Index(SM)
by 7.00% during the preceding 36 months, the Fund would calculate the investment
advisory fee as follows:
PERFORMANCE ADJUSTMENT TOTAL ADVISORY FEE RATE
BASE FEE RATE RATE FOR THAT MONTH
------------------------ ------------------------ ------------------------
1/12(th) of 0.64% 1/12(th) of -0.15% 1/12(th) of 0.49%
COMPARISON OF CURRENT AND PRO FORMA EXPENSES
The following tables describe the shareholder fees and annual fund
operating expenses that you may pay if you buy and hold shares of the Fund under
the current fee structure and proposed performance-based fee structure, without
giving effect to any applicable fee waivers. For purposes of pro forma
calculations, it is assumed that the Performance Adjustment would have been in
effect during the entire fiscal year ended October 31, 2009, and that it would
have been calculated over a full 36-month performance measurement period. The
fees and expenses shown were determined based upon average net assets as of the
fiscal year ended October 31, 2009. For the 36-month period ended October 31,
2009, the Fund outperformed the MSCI All Country World ex-U.S. Index(SM) and the
fiscal year-end average daily net assets were lower than the trailing 36-month
average daily net assets, resulting in the pro forma management fee shown in the
Annual Fund Operating Expenses table below.
Shareholder fees are those paid directly from your investment and may
include sales loads, redemption fees or exchange fees.
53
Annual fund operating expenses are paid out of the Fund's assets and
include fees for portfolio management, maintenance of shareholder accounts,
shareholder servicing, accounting and other services. You do not pay these fees
directly but, as the examples show, these costs are borne indirectly by all
shareholders.
The Fund has entered into an expense waiver agreement with Janus Capital.
In the expense waiver agreement, Janus Capital has agreed to reduce annual Fund
operating expenses to the extent that total operating expenses exceed a specific
percentage of average daily net assets, subject to certain limitations described
in the expense waiver agreement. Additional details with respect to the expense
waiver agreement are described in the footnotes to the Annual Fund Operating
Expenses table listed below. As a result of the expense waiver agreement, the
Total Annual Fund Operating Expenses may be less than the amount listed in the
table below.
SHAREHOLDER FEES (PAID DIRECTLY FROM YOUR INVESTMENT)(1)
(CURRENT AND PRO FORMA STRUCTURE)
CLASS A CLASS C CLASS D CLASS I CLASS R CLASS S CLASS T
------- ------- ------------- ------------- ------------- ------------- -------------
Maximum Sales Charge
(load) Imposed on
Purchases (as a % of
offering price)..... 5.75%(2) None None None None None None
Maximum Deferred Sales
Charge (load) (as a
% of the lower
original purchase
price or redemption
proceeds)........... None(3) 1.00%(4) None None None None None
Redemption Fee on
shares held for 90
days or less (as a %
of amount
redeemed)........... None None 2.00%(5)(6) 2.00%(5)(6) 2.00%(5)(6) 2.00%(5)(6) 2.00%(5)(6)
Exchange Fee.......... None None None(6) None(6) None(6) None(6) None(6)
ANNUAL FUND OPERATING EXPENSES (DEDUCTED FROM FUND ASSETS)(7)
DISTRIBUTION/ TOTAL
SERVICE ANNUAL
MANAGEMENT (12B-1) OTHER FUND OPERATING
FEE(8) FEES(9) EXPENSES(10) EXPENSES(11)
---------- ------------- ------------ --------------
JANUS OVERSEAS FUND
Class A Shares
Current................ 0.64% 0.25% 0.11% 1.00%
Pro Forma.............. 0.84% 0.25% 0.11% 1.20%
Class C Shares
Current................ 0.64% 1.00% 0.37% 2.01%
Pro Forma.............. 0.84% 1.00% 0.37% 2.21%
54
DISTRIBUTION/ TOTAL
SERVICE ANNUAL
MANAGEMENT (12B-1) OTHER FUND OPERATING
FEE(8) FEES(9) EXPENSES(10) EXPENSES(11)
---------- ------------- ------------ --------------
Class D Shares(12)
Current................ 0.64% N/A 0.18% 0.82%
Pro Forma.............. 0.84% N/A 0.18% 1.02%
Class I Shares
Current................ 0.64% N/A 0.06% 0.70%
Pro Forma.............. 0.84% N/A 0.06% 0.90%
Class R Shares
Current................ 0.64% 0.50% 0.30% 1.44%
Pro Forma.............. 0.84% 0.50% 0.30% 1.64%
Class S Shares
Current................ 0.64% 0.25% 0.30% 1.19%
Pro Forma.............. 0.84% 0.25% 0.30% 1.39%
Class T Shares(13)
Current................ 0.64% N/A 0.31% 0.95%
Pro Forma.............. 0.84% N/A 0.31% 1.15%
EXAMPLES:
THE FOLLOWING EXAMPLES ARE BASED ON EXPENSES WITHOUT WAIVERS, AS SHOWN IN
THE TABLES ABOVE. These examples are intended to help you compare the cost of
investing in the Fund, under both the current fee structure and the proposed fee
structure, with the cost of investing in other mutual funds. The examples assume
that you invest $10,000 in the Fund for the time periods indicated 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 Fund's operating
expenses without waivers remain the same. The pro forma calculations assume that
the Performance Adjustment had been in effect for a 36-month period as of the
end of the last fiscal year (October 31, 2009). Although your actual costs may
be higher or lower, based on these assumptions your costs would be:
IF YOU REDEEM YOUR SHARES:*
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
JANUS OVERSEAS FUND
Class A Shares
Current............................ $671 $875 $1,096 $1,729
Pro Forma.......................... 690 934 1,197 1,946
Class C Shares
Current............................ 304 630 1,083 2,338
Pro Forma.......................... 324 691 1,185 2,544
Class D Shares
Current............................ 85 265 460 1,025
Pro Forma.......................... 104 325 563 1,248
55
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
Class I Shares
Current............................ $ 72 $224 $ 390 $ 871
Pro Forma.......................... 92 287 498 1,108
Class R Shares
Current............................ 147 456 787 1,724
Pro Forma.......................... 167 517 892 1,944
Class S Shares
Current............................ 121 378 654 1,443
Pro Forma.......................... 142 440 761 1,669
Class T Shares
Current............................ 97 303 525 1,166
Pro Forma.......................... 117 365 633 1,398
IF YOU DO NOT REDEEM YOUR SHARES:*
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
JANUS OVERSEAS FUND
Class A Shares
Current............................ $671 $875 $1,096 $1,729
Pro Forma.......................... 690 934 1,197 1,946
Class C Shares
Current............................ 204 630 1,083 2,338
Pro Forma.......................... 224 691 1,185 2,544
Class D Shares
Current............................ 85 265 460 1,025
Pro Forma.......................... 104 325 563 1,248
Class I Shares
Current............................ 72 224 390 871
Pro Forma.......................... 92 287 498 1,108
Class R Shares
Current............................ 147 456 787 1,724
Pro Forma.......................... 167 517 892 1,944
Class S Shares
Current............................ 121 378 654 1,443
Pro Forma.......................... 142 440 761 1,669
Class T Shares
Current............................ 97 303 525 1,166
Pro Forma.......................... 117 365 633 1,398
--------
(1) Your financial intermediary may charge you a separate or additional fee for
purchases and redemptions of shares.
56
(2) Sales charge may be waived for certain investors, as described in the
Shareholder's Guide in the Fund's prospectus.
(3) 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. This sales charge is not
reflected in the example.
(4) 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.
(5) The redemption fee may be waived in certain circumstances.
(6) An exchange of shares from the Fund held for 90 days or less may be subject
to the 2.00% redemption fee.
(7) 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.
(8) The "Management Fee" is the investment advisory fee rate paid by the Fund
to Janus Capital. Any Performance Adjustment included in calculating the
Pro Forma Management Fee as shown for each class of shares of the Fund is
based on the investment performance of the Fund's Class T Shares versus the
MSCI All Country World ex-U.S. Index(SM) over the 36-month period ended
October 31, 2009. Once the Performance Adjustment is determined, it is
applied across each other class of shares of the Fund.
(9) 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.
(10) For Class A Shares, Class C Shares and Class I Shares, Other Expenses may
include administrative fees charged by intermediaries for the provision of
administrative services, including recordkeeping, subaccounting, order
processing for omnibus or networked accounts, or other shareholder services
provided on behalf of shareholders of the Fund. For Class R Shares, Class S
Shares, and Class T Shares, Other Expenses include an annual 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, administrative services, including recordkeeping, subaccounting, order
processing for omnibus or networked accounts, or other shareholder services
provided on behalf of retirement plan participants, pension plan
participants, or other underlying investors investing through institutional
channels. For Class D Shares, Other Expenses include an administrative fee
of 0.12% of the average daily net assets of Class D Shares for shareholder
services provided by Janus Services LLC. Other expenses also include
acquired fund fees and expenses. The amount is less than 0.01% and is
included in Other Expenses. "Acquired Fund" means any underlying fund
(including, but not limited to, exchange-traded funds) in which the Fund
invests or has invested during the period. Total Annual Fund Operating
Expenses shown may not correlate to the Fund's "ratio of gross expenses to
average net assets" appearing in the Fund's financial statements, which
reflect the operating expenses of the Fund and does not include Acquired
Fund fees and expenses.
(11) Total Annual Fund Operating Expenses do not reflect the application of a
contractual expense waiver by Janus Capital. Effective July 6, 2009, Janus
Capital has contractually agreed to waive the Fund's total annual fund
operating expenses (excluding any performance adjustments to management
fees, distribution and shareholder servicing fees (applicable to Class A
Shares, Class C Shares, Class R Shares, and Class S Shares), administrative
fees payable pursuant to the Transfer Agency Agreement (applicable to Class
D Shares, Class R Shares, Class S Shares, and Class T 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 0.92% of average daily net assets on
the fiscal year ending date in which the agreement is in effect. Because a
fee waiver will have a positive effect upon the Fund's performance, a fund
that pays a performance-based investment advisory fee may experience a
performance adjustment that is considered favorable to Janus Capital as a
result of a fee waiver that is in place during the period when the
performance adjustment applies. The current agreement will be in effect
until February 16, 2011, unless terminated, revised or extended.
Additionally, the current agreement does not contain any provisions
allowing for the recoupment of any fees waived. 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 are as follows:
Class A Shares - 1.00% (pro
57
forma - 1.20%); Class C Shares - 1.92% (pro forma - 2.12%); Class D
Shares - 0.82% (pro forma - 1.02%); Class I Shares - 0.70% (pro
forma - 0.90%); Class R Shares - 1.44% (pro forma - 1.64%); Class S
Shares - 1.19% (pro forma - 1.39%); and Class T Shares - 0.95% (pro
forma - 1.15%).
(12) Class D Shares launched on February 16, 2010. The fees and expenses shown
are estimated based on the Fund's assets as of October 31, 2009.
(13) Formerly named Class J Shares.
* The Pro Forma numbers shown for each class of shares of the Fund include a
pro forma management fee calculated as described in the text and related
footnotes that accompany the fee table above.
2.E. JANUS TWENTY FUND
HYPOTHETICAL EXAMPLE
The following hypothetical examples illustrate the application of the
Performance Adjustment for Janus Twenty Fund. The examples assume that the
average daily net assets of the Fund remain constant during a 36-month
performance measurement period. The Performance Adjustment would be a smaller
percentage of current assets if the net assets of the Fund were increasing
during the performance measurement period, and a greater percentage of current
assets if the net assets of the Fund were decreasing during the performance
measurement period. All numbers in the examples are rounded to the nearest
hundredth percent. The net assets of the Fund as of the fiscal years ended
October 31, 2008 and October 31, 2009 were $7,671,238,968 and $9,016,257,486,
respectively.
The monthly maximum positive or negative Performance Adjustment of 1/12(th)
of 0.15% of average net assets during the prior 36 months occurs if the Fund
outperforms or underperforms its benchmark index by 8.50% over the same period.
The Performance Adjustment is made in even increments for every 0.50% difference
in the investment performance of the Fund's Class T Shares compared to the
cumulative investment record of the Russell 1000(R) Growth Index.
EXAMPLE 1: Fund Outperforms its Benchmark by 8.50%
If the Fund has outperformed the Russell 1000(R) Growth Index by 8.50%
during the preceding 36 months, the Fund would calculate the investment advisory
fee as follows:
PERFORMANCE ADJUSTMENT TOTAL ADVISORY FEE RATE
BASE FEE RATE RATE FOR THAT MONTH
------------------------ ------------------------ ------------------------
1/12(th) of 0.64% 1/12(th) of 0.15% 1/12(th) of 0.79%
EXAMPLE 2: Fund Performance Tracks its Benchmark
If the Fund's performance has tracked the performance of the Russell
1000(R) Growth Index during the preceding 36 months, the Fund would calculate
the investment advisory fee as follows:
PERFORMANCE ADJUSTMENT TOTAL ADVISORY FEE RATE
BASE FEE RATE RATE FOR THAT MONTH
------------------------ ------------------------ ------------------------
1/12(th) of 0.64% 0.00% 1/12(th) of 0.64%
58
EXAMPLE 3: Fund Underperforms its Benchmark by 8.50%
If the Fund has underperformed the Russell 1000(R) Growth Index by 8.50%
during the preceding 36 months, the Fund would calculate the investment advisory
fee as follows:
PERFORMANCE ADJUSTMENT TOTAL ADVISORY FEE RATE
BASE FEE RATE RATE FOR THAT MONTH
------------------------ ------------------------ ------------------------
1/12(th) of 0.64% 1/12(th) of -0.15% 1/12(th) of 0.49%
COMPARISON OF CURRENT AND PRO FORMA EXPENSES
The following tables describe the shareholder fees and annual fund
operating expenses that you may pay if you buy and hold shares of the Fund under
the current fee structure and proposed performance-based fee structure.
For purposes of pro forma calculations, it is assumed that the Performance
Adjustment would have been in effect during the entire fiscal year ended October
31, 2009, and that it would have been calculated over a full 36-month
performance measurement period. The fees and expenses shown were determined
based upon average net assets as of the fiscal year ended October 31, 2009. For
the 36-month period ended October 31, 2009, the Fund outperformed the Russell
1000(R) Growth Index and the fiscal year-end average daily net assets were lower
than the trailing 36-month average daily net assets, resulting in the pro forma
management fee shown in the Annual Fund Operating Expenses table below.
Shareholder fees are those paid directly from your investment and may
include sales loads, redemption fees or exchange fees. The Fund is a no-load
investment, so you will generally not pay any shareholder fees when you buy or
sell shares of the Fund.
Annual fund operating expenses are paid out of the Fund's assets and
include fees for portfolio management, maintenance of shareholder accounts,
shareholder servicing, accounting and other services. You do not pay these fees
directly but, as the examples show, these costs are borne indirectly by all
shareholders.
SHAREHOLDER FEES (PAID DIRECTLY FROM YOUR INVESTMENT)(1)
(CURRENT AND PRO FORMA STRUCTURE)
CLASS D CLASS T
------- -------
Maximum Sales Charge (load)
Imposed on Purchases (as a % of
offering price)................................. None None
Maximum Deferred Sales Charge
(load) (as a % of the lower
original purchase price or
redemption proceeds)............................ None None
Redemption Fee.................................... None None
Exchange Fee...................................... None None
59
ANNUAL FUND OPERATING EXPENSES (DEDUCTED FROM FUND ASSETS)(2)
TOTAL
ACQUIRED FUND(5) ANNUAL
MANAGEMENT OTHER FEES AND FUND OPERATING
FEE(3) EXPENSES(4) EXPENSES EXPENSES
---------- ----------- ---------------- --------------
JANUS TWENTY FUND
Class D Shares(6)
Current.............. 0.64% 0.16% 0.01% 0.81%
Pro Forma............ 0.83% 0.16% 0.01% 1.00%
Class T Shares(7)
Current.............. 0.64% 0.29% 0.01% 0.94%
Pro Forma............ 0.83% 0.29% 0.01% 1.13%
EXAMPLES:
THE FOLLOWING EXAMPLES ARE BASED ON EXPENSES AS SHOWN IN THE TABLES ABOVE.
These examples are intended to help you compare the cost of investing in the
Fund, under both the current fee structure and the proposed fee structure, with
the cost of investing in other mutual funds. The examples assume that you invest
$10,000 in the Fund for the time periods indicated. Since no sales load applies,
the results apply whether or not you redeem your shares at the end of the
periods shown. The examples also assume that your investment has a 5% return
each year and that the Fund's operating expenses remain the same. The pro forma
calculations assume that the Performance Adjustment had been in effect for a 36-
month period as of the end of the last fiscal year (October 31, 2009). Although
your actual costs may be higher or lower, based on these assumptions your costs
would be:
IF YOU REDEEM YOUR SHARES:*
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
JANUS TWENTY FUND
Class D Shares
Current............................ $ 83 $259 $450 $1,002
Pro Forma.......................... 102 318 552 1,225
Class T Shares
Current............................ 96 300 520 1,155
Pro Forma.......................... 115 359 622 1,375
60
IF YOU DO NOT REDEEM YOUR SHARES:*
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
JANUS TWENTY FUND
Class D Shares
Current............................ $ 83 $259 $450 $1,002
Pro Forma.......................... 102 318 552 1,225
Class T Shares
Current............................ 96 300 520 1,155
Pro Forma.......................... 115 359 622 1,375
--------
(1) Your financial intermediary may charge you a separate or additional fee for
purchases and redemptions of shares.
(2) 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.
(3) The "Management Fee" is the investment advisory fee rate paid by the Fund to
Janus Capital. Any Performance Adjustment included in calculating the Pro
Forma Management Fee as shown for each class of shares of the Fund is based
on the investment performance of the Fund's Class T Shares versus the
Russell 1000(R) Growth Index over the 36-month period ended October 31,
2009. Once the Performance Adjustment is determined, it is applied across
each other class of shares of the Fund.
(4) For Class T Shares, Other Expenses include an annual administrative services
fee of 0.25% of the average daily net assets of Class T Shares to compensate
Janus Services LLC 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 retirement plan participants, pension plan
participants, or other underlying investors investing through institutional
channels. For Class D Shares, Other Expenses include an administrative fee
of 0.12% of the average daily net assets of Class D Shares for shareholder
services provided by Janus Services LLC.
(5) "Acquired Fund" means any underlying fund (including, but not limited to,
exchange-traded funds) in which the Fund invests or has invested during the
period. Total Annual Fund Operating Expenses shown may not correlate to the
Fund's "ratio of gross expenses to average net assets" appearing in the
Fund's financial statements, which reflect the operating expenses of the
Fund and does not include Acquired Fund fees and expenses.
(6) Class D Shares launched on February 16, 2010. The fees and expenses shown
are estimated based on the Fund's assets as of October 31, 2009.
(7) Formerly named Class J Shares.
* The Pro Forma numbers shown for each class of shares of the Fund include a
pro forma management fee calculated as described in the text and related
footnotes that accompany the fee table above.
REQUIRED VOTE
Approval of each Proposed Amended Advisory Agreement requires the
affirmative vote of a 1940 Act Majority (as previously defined) of the Fund to
which it applies. If shareholders of a Fund do not approve the proposal
applicable to their Fund, the Current Advisory Agreement for that Fund will
remain in effect and the Adviser.
Board of Trustees will take such further action as it
deems to be in the best interest of the Fund and its shareholders.
THE INDEPENDENT TRUSTEES OF THE TRUST UNANIMOUSLY RECOMMEND THAT YOU VOTE "FOR"
APPROVAL OF THE PROPOSED AMENDED ADVISORY AGREEMENT FOR YOUR FUND.
61
PROPOSAL 3
APPROVE AN AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT TO CHANGE THE
FUND'S BENCHMARK INDEX
FOR PURPOSES OF CALCULATING THE PERFORMANCE-BASED INVESTMENT ADVISORY FEE
(JANUS GLOBAL REAL ESTATE FUND ONLY)
INTRODUCTION
Janus Global Real Estate Fund's investment objective is to seek total
return through a combination of capital appreciation and current income. The
Fund (for purposes of this Proposal 3, the "Fund" refers to Janus Global Real
Estate Fund) seeks to meet this objective by investing at least 80% of its net
assets, plus the amount of any borrowings for investment purposes, in equity and
debt securities of real estate-related companies which can be U.S. and non-U.S.
real estate companies. In addition, the Fund concentrates 25% or more of its net
assets in securities of issuers in real estate or real estate-related
industries. With respect to the Fund's investments in non-U.S. real estate
companies, the Fund expects that, under normal market conditions, it will
maintain investments in issuers from several different developed countries and
emerging markets, and may invest up to 15% of its net assets in emerging
markets. The risks of investing in real estate-related securities and foreign
securities, including those in emerging markets, are described in the Fund's
prospectus.
The Fund's primary benchmark index is currently the FTSE EPRA/NAREIT
Developed Index (the "Developed Index" or, the "Current Index"), a benchmark
that does not have exposure to emerging markets. Because the Fund currently
invests in emerging markets and expects to continue to do so, on December 11,
2009, the Fund's Board of Trustees approved a change in the Fund's primary
benchmark index to the FTSE EPRA/NAREIT Global Index (the "Global Index" or, the
"Proposed Index"), a recently launched benchmark that has emerging markets
exposure. Since the Fund has a performance fee structure, meaning the investment
advisory fee rate varies depending on how the Fund has performed compared to its
benchmark index, the Fund's benchmark index is described in the Fund's
investment advisory agreement ("Current Advisory Agreement") and is used to
measure the Fund's performance and calculate the advisory fee paid to Janus
Capital. Any change to the Fund's primary benchmark index is considered a
material change to the Fund's investment advisory agreement, and requires both
Trustee and shareholder approval. Considerations
The Board of Trustees has approved an
amendment to the Current Advisory Agreement between the Fund and Janus Capital
(the "Proposed Advisory Agreement") to reflect the change in benchmark index and
also has authorized the submission of the Proposed Advisory Agreement to the
Fund's shareholders for approval. Essentially, the investment advisory fee rate
paid by the Fund currently is adjusted up or down based upon the Fund's
performance relative to the Developed Index. Under the proposal, the fee would
instead be adjusted based upon the Fund's performance relative to the Global
Index. This meansbelieves that if the Proposal is approved, the Fund's benchmark index
will change from an index that is composed of listed real estate securities in
the developed real estate markets of North America,
62
Europe, and Asia to an index that is a global market capitalization weighted
index composed of listed real estate securities in the North American, European,
Asian, and South American real estate markets, including both developed and
emerging markets.
At the time the Fund was launched in 2007, the Developed Index was the most
appropriate globally diverse real estate index available despite lacking
exposure to emerging markets. Since that time, however, FTSE Group ("FTSE") has
expanded its Global Real Estate Series Index to offer another, the Global Index,
that includes exposure to emerging markets. As of December 31, 2009, 2.9% of the
Fund's investments were in emerging market securities. Given the longer-term
expectation of the Fund's portfolio manager to continue investing in emerging
market securities, Janus Capital proposed, and the Board of Trustees agreed,
that the Global Index, with its exposure to emerging markets, is a more
appropriate benchmark to use for purposes of calculating the performance-based
fee adjustment applied to the advisory fee paid by the Fund to Janus Capital.
If approved, the Proposed Advisory Agreement will take effect on or about
July 1, 2010, or as soon as practicable after shareholder approval is obtained.
The Proposed Advisory Agreement will remain in effect through February 1, 2011,
and thereafter, only as long as its continuance is approved at least annually by
(i) the vote of a majority of the Independent Trustees, and (ii) the vote of
either a majority of the Trustees or a 1940 Act Majority of the outstanding
shares of the Fund. If the Proposed Advisory Agreement is not approved, the
Current Advisory Agreement will continue in effect through February 1, 2011, and
thereafter only as long as its continuance is approved at least annually as
described above.
Except for the proposed change to the performance benchmark index, the
Proposed Advisory Agreement is substantially similar to the Current Advisory
Agreement. A copy of the Proposed Advisory Agreement is included as Appendix G.
BOARD CONSIDERATION, APPROVAL AND RECOMMENDATION
On December 11, 2009, the Board of Trustees, including all of the
Independent Trustees, upon the recommendation of Janus Capital, voted
unanimously to approve an amendment to the investment advisory agreement for the
Fund to change the benchmark index from the FTSE EPRA/NAREIT Developed Index to
the FTSE EPRA/NAREIT Global Index, subject to shareholder approval.
If the proposed amendment to the investment advisory agreement is approved
by Fund shareholders, the Developed Index would continue to be used to measure
benchmark index performance for any portion of a Performance Period through the
end of the calendar month in which shareholder approval is obtained, and the
Global Index would be used for any portion of a Performance Period commencing
after that month.
In approving the change in the benchmark index for the Fund, the Trustees
considered various information provided by Janus Capital, including, among other
information: (1) comparative data showing the one-year and since inception
63
performance of the Fund, the Developed Index and the Global Index; (2) a chart
that compared the returns of the Developed Index and Global Index from the
Fund's inception through September 30, 2009, which showed that the returns of
the Fund have corresponded more closely to those of the Global Index over the
period; (3) a chart that compared the performance of the Fund against both the
Developed Index and the Global Index for the most recent one-year period, which
showed that the two benchmarks have performed differently at times over that
period; and (4) the Fund's past and expected investment in foreign securities.
The Trustees also met in executive session with their independent legal
counsel to review and discuss the proposed change in the benchmark index, and
considered information and analysis provided by the Trustees' independent fee
consultant. Based on its consideration of all information it deemed relevant,
the Board of Trustees concluded that the Global Index, which includes exposure
to emerging markets, is a more appropriate benchmark index for evaluating the
Fund's performance.
INFORMATION CONCERNING THE ADVISER
Janus Capital, 151 Detroit Street, Denver, Colorado 80206-4805, serves as
investment adviser to Janus Global Real Estate Fund. Janus Capital is a direct
subsidiary of Janus Capital Group Inc. ("JCGI"), a publicly traded company with
principal operations in financial asset management businesses that had $159.7
billion in assets under management as of December 31, 2009. JCGI owns
approximately 95% of Janus Capital, with the remaining 5% held by Janus
Management Holdings Corporation. Certain employees of Janus Capital and/or its
affiliates serve as officers of the Trust. Certain officers of the Trust are
shareholders of JCGI.
Janus Capital (together with its predecessors) has served as an investment
adviser since 1970. As of December 31, 2009, the Janus funds that Janus Capital
advises consisted of 52 portfolios offering a broad range of investment
objectives, including those with similar investment objectives as the Fund (see
attached Appendix E for further information). Janus Capital also serves as
subadviser for a number of private-label mutual funds and provides separate
account advisory services for institutional accounts.
Principal Executive Officers and Directors of the Adviser. The principal
executive officers and directors of Janus Capital and their principal
occupations are included in Appendix F to this Proxy Statement.
Principal Officers of the Trust. The officers of the Trust and their
principal occupations are set forth in Appendix C to this Proxy Statement.
COMPARISON OF THE CURRENT ADVISORY AGREEMENT AND PROPOSED ADVISORY AGREEMENT
Other than the change to the benchmark index and date of execution, the
terms of the Current Advisory Agreement and the Proposed Advisory Agreement are
the same.
64
Advisory Services. The terms of the advisory services are the same under
the Current Advisory Agreement and the Proposed Advisory Agreement.
Janus Capital provides the Fund with continuing investment management
services. Janus Capital is responsible for the day-to-day management of the Fund
and for providing continuous investment advice regarding the purchase and sale
of securities held by the Fund, subject to (i) the Trust's Amended and Restated
Agreement and Declaration of Trust and Amended and Restated Bylaws; (ii) the
investment objectives, policies and restrictions set forth in the Fund's
registration statements; (iii) the provisions of the 1940 Act and the Internal
Revenue Code of 1986, as amended; and (iv) such other policies and instructions
as the Trustees may from time to time determine.
Janus Capital provides office space for the Fund and pays the salaries,
fees, and expenses of all Fund officers (sharing certain expenses and salaries
for the Fund's Chief Compliance Officer and other compliance-related personnel
as authorized by the Trustees from time to time). Janus Capital is also
authorized to perform or delegate to others, to perform certain administrative
and other services and is responsible for the other business affairs of the
Fund. Janus Capital also provides certain administrative services to the Fund as
described under "Fund Service Providers" in this Proxy Statement.
The Fund pays all expenses incidental to its organization, operations and
business not specifically assumed by Janus Capital, including custodian and
transfer agency fees and expenses, brokerage commissions and dealer spreads, and
other expenses in connection with the execution of portfolio transactions, legal
and accounting expenses, interest, taxes, a portion of trade association or
other investment company organization dues and expenses, registration fees,
expenses of shareholders' meetings, reports to shareholders, fees and expenses
of Independent Trustees, and other costs of complying with applicable laws
regulating sale of Fund shares. Information concerning services provided by
Janus Distributors LLC ("Janus Distributors"), the Fund's distributor, and Janus
Services LLC ("Janus Services"), the Fund's transfer agent, each a wholly-owned
subsidiary of Janus Capital, and a description of any fees paid by the Fund to
Janus Distributors and Janus Services, is included under "Fund Service
Providers" in this Proxy Statement.
Liability. The Fund's Current Advisory Agreement and Proposed Advisory
Agreement provides that Janus Capital shall not be liable for any error of
judgment or mistake of law or for any loss arising out of any investment or for
any act or omission taken with respect to the Fund, except for willful
misfeasance, bad faith or gross negligence in the performance of its duties, or
by reason of reckless disregard of its obligations and duties under the
agreement, and except to the extent otherwise provided by law.
Termination of the Agreement. The Fund's Current Advisory Agreement and
Proposed Advisory Agreement continues in effect from year to year so long as
such continuance is specifically approved annually by a majority of the Fund's
Independent Trustees, and by either a 1940 Act Majority or the Board of
Trustees, cast in person at a
65
meeting called for such purpose. A "1940 Act Majority" refers to the vote of a
"majority of the outstanding voting securities" of a Fund within the meaning of
the Investment Company Act of 1940, as amended, or in other words, the lesser of
(i) 67% or more of the shares of a Fund present at the Meeting, if the holders
of more than 50% of the outstanding shares are present or represented by proxy,
or (ii) more than 50% of the outstanding shares.
The Fund's Current Advisory Agreement and Proposed Advisory Agreement: (i)
may be terminated, without penalty, by the Fund or Janus Capital on 60 days'
written notice; (ii) terminates automatically in the event of its assignment;
and (iii) generally, may not be amended without the approval by vote of a
majority of the Trustees of the Fund, including a majority of the Independent
Trustees, and, to the extent required by the 1940 Act, the vote of a 1940 Act
Majority.
The Current Advisory Agreement for the Fund was last considered by the
Trustees, including all of the Independent Trustees, on December 11, 2009. The
Current Advisory Agreement was last submitted to a vote of shareholders on July
2, 2009, in connection with the Fund's commencement of operations.
The implementation of the Proposed Advisory Agreement is contingent upon
shareholder approval. The Current Advisory Agreement will be in effect until it
terminates in accordance with its terms. If approved, the Proposed Advisory
Agreement will be in effect for an initial term ending on February 1, 2011, and
may continue in effect thereafter from year to year if such continuation is
specifically approved at least annually by either the Board of Trustees or the
affirmative vote of a 1940 Act Majority and, in either event, by the vote of a
majority of the Independent Trustees.
Compensation. Under both the Current Advisory Agreement and the Proposed
Advisory Agreement, the Fund pays Janus Capital an investment advisory fee rate
that consists of two components: (i) a base fee calculated by applying the
contractual fixed rate of 0.75% to the Fund's average daily net assets during
the previous month ("Base Fee Rate"), plus or minus (ii) a performance-fee
adjustment ("Performance Adjustment") calculated by applying a variable rate of
up to 0.15% (positive or negative) to the Fund's average daily net assets during
the applicable performance measurement period. The performance measurement
period generally is the previous 36 months, although no Performance Adjustment
is made until the Fund's performance-based fee structure has been in effect for
at least 12 months. The Fund commenced operations on December 1, 2007 as a
series of another Janus trust and was merged into the Trust effective July 6,
2009. The Fund's performance measurement period started effective December 1,
2007 with the first calculation of a Performance Adjustment occurring on
December 1, 2008 for the prior 12-month performance measurement period. After
December 1, 2008 and until month 36 (or December 2010) the performance
measurement period is equal to the time that has elapsed. Effective December
2010, the performance measurement period is a rolling 36 month period. The Base
Fee Rate is calculated and accrued daily. The Performance Adjustment is
calculated monthly in arrears and is accrued evenly each day throughout the
month. The investment advisory fee is paid monthly in arrears.
66
Under both the Current Advisory Agreement and the Proposed Advisory
Agreement, the Performance Adjustment may result in an increase or decrease in
the investment advisory fee rate paid by the Fund, depending upon the investment
performance of the Fund relative to its benchmark index over the performance
measurement period. No Performance Adjustment is applied unless the difference
between the Fund's investment performance and the cumulative investment record
of the Fund's benchmark index is 0.50% or greater (positive or negative) during
the applicable performance measurement period. Because the Performance
Adjustment is tied to the Fund's performance relative to its benchmark index
(and not its absolute performance), the Performance Adjustment could increase
Janus Capital's fee even if the Fund's shares lose value during the performance
measurement period and could decrease Janus Capital's fee even if the Fund's
shares increase in value during the performance measurement period. For purposes
of computing the Base Fee Rate and the Performance Adjustment, net assets are
averaged over different periods (average daily net assets during the previous
month for the Base Fee Rate versus average daily net assets during the
performance measurement period for the Performance Adjustment). Performance of
the Fund is calculated net of expenses, whereas the Fund's benchmark index does
not have any fees or expenses. Reinvestment of dividends and distributions is
included in calculating both the performance of the Fund and the Fund's
benchmark index. Under extreme circumstances involving underperformance by a
rapidly shrinking fund, the dollar amount of the Performance Adjustment could be
more than the dollar amount of the Base Fee Rate. In such circumstances, Janus
Capital would reimburse the Fund.
The application of an expense limit, if any, will have a positive effect
upon a Fund's performance and may result in an increase in the Performance
Adjustment. It is possible that the cumulative dollar amount of additional
compensation ultimately payable to Janus Capital may, under some circumstances,
exceed the cumulative dollar amount of management fees waived by Janus Capital.
The investment performance of the Fund's Class A Shares (waiving the
upfront sales charge) ("Class A Shares") is used for purposes of calculating the
Fund's Performance Adjustment. After Janus Capital determines whether a
particular Fund's performance was above or below its benchmark index by
comparing the investment performance of the Fund's Class A Shares against the
cumulative investment record of that Fund's benchmark index, Janus Capital
applies the same Performance Adjustment (positive or negative) across each other
class of shares of the Fund.
The Trustees may determine that a class of shares of a Fund other than
Class A Shares is the most appropriate for use in calculating the Performance
Adjustment. If a different class of shares is substituted in calculating the
Performance Adjustment, the use of that successor class of shares may apply to
the entire performance measurement period so long as the successor class was
outstanding at the beginning of such period. If the successor class of shares
was not outstanding for all or a portion of the performance measurement period,
it may only be used in calculating that portion of the Performance Adjustment
attributable to the period during which the successor class was outstanding, and
any prior portion of the performance measurement period would be calculated
using
67
the class of shares previously designated. Any change to the class of shares
used to calculate the Performance Adjustment is subject to applicable law. The
Trustees would notify you of any such change.
Pursuant to the Current Advisory Agreement, the investment advisory fee is
adjusted based on the Fund's performance relative to the Developed Index. Under
the Proposed Advisory Agreement, the investment advisory fee will instead be
adjusted based to the Fund's performance relative to the Global Index. The
Developed Index is a global market capitalization weighted index composed of
listed real estate securities in the Northern American, European, and Asian real
estate markets. The Global Index is a global market capitalization weighted
index composed of listed real estate securities in the North American, European,
Asian, and South American real estate markets including both developed and
emerging markets.
If Proposal 3 is approved, the Proposed Advisory Agreement will become
effective on or about July 1, 2010, or as soon as practicable after shareholder
approval is obtained. For performance measurement periods prior to the effective
date of the Proposed Advisory Agreement, the Developed Index will be used for
purposes of evaluating the Fund's performance and calculating the investment
advisory fee. For performance measurement periods after that date, the Global
Index will be used for that purpose, and will be implemented on a transitional
basis described under "Implementation of the Change in the Benchmark Index." If
shareholders do not approve the Proposed Advisory Agreement, the Performance
Adjustment will continue to be measured based on the Fund's performance relative
to the Developed Index in accordance with the terms of the Current Advisory
Agreement.
The Trustees may from time to time determine that another securities index
is a more appropriate benchmark index for purposes of evaluating the Fund's
performance. In that event, the Trustees will approve the substitution of a
successor index for the Fund's benchmark index. However, the calculation of the
Performance Adjustment for any portion of the performance measurement period
prior to the adoption of the successor index will still be based upon the Fund's
performance compared to its former benchmark index. Any change to the Fund's
benchmark index for purposes of calculating the Performance Adjustment is
subject to applicable law. It is currently the position of the Staff of the SEC
that any changes to the Fund's benchmark index will require shareholder
approval. If there is a change in the Staff's position, the Trustees will notify
the shareholders of such change in position at such time as the Trustees
determine to implement a change in the Fund's benchmark index.
For the fiscal year ended July 31, 2009, the Fund did not pay Janus Capital
any investment advisory fee because the fee was waived in connection with an
expense limitation agreement between Janus Capital and the Fund that limits
operating expenses of the Fund to a certain limit. (Effective August 1, 2009,
the Fund changed its fiscal year end from July 31 to September 30 and as of
September 30, Janus Capital's advisory fee continued to be waived.)
68
IMPACT OF PROPOSED CHANGE TO THE BENCHMARK INDEX ON THE INVESTMENT ADVISORY FEE
RATE
While it is not possible to predict the effect of the Performance
Adjustment on future overall compensation to Janus Capital since it will depend
on the performance of the Fund relative to the record of its benchmark index and
future changes to the size of the Fund, below is information to help you
evaluate the impact of this change.
The following table shows: (1) the dollar amount of the pro forma advisory
fee that would have been paid by the Fund, before and after all applicable
waivers, for the fiscal year ended July 31, 2009 using the current Developed
Index as the benchmark index; (2) the dollar amount of the pro forma advisory
fee that would have been paid by the Fund, before and after all applicable
waivers, using the proposed Global Index as the benchmark index; and (3) the
difference between the amount of the pro forma advisory fees of each index, net
of any waivers. Such percentage difference is positive when the amount of the
pro forma Global Index advisory fees would have been larger than the amount of
the pro forma Developed Index advisory fees and negative when the amount of the
pro forma Global Index advisory fees would have been smaller than the amount of
the pro forma Developed Index advisory fees.
For purposes of pro forma calculations, it is assumed that the Performance
Adjustment would have been in effect during the entire fiscal year ended July
31, 2009 and that it would have been calculated over the preceding 20-month
performance measurement period (the time period from the Fund's commencement of
operations).
DIFFERENCE DIFFERENCE
BETWEEN BETWEEN
PRO FORMA ADVISORY FEE PRO FORMA ADVISORY FEES PRO FORMA PRO FORMA
BASED UPON CURRENT INDEX BASED UPON PROPOSED INDEX CURRENT AND CURRENT AND
------------------------------------------ ------------------------------------------ PROPOSED PROPOSED
ADVISORY FEE ADVISORY FEE ADVISORY FEE ADVISORY FEE INDEX INDEX
BEFORE AFTER BEFORE AFTER ADVISORY ADVISORY
WAIVER ($) WAIVER ($) WAIVER ($) WAIVER ($) WAIVER ($) WAIVER ($) FEES ($) FEES (%)
------------ ---------- ------------ ------------ ---------- ------------ ----------- -----------
44,102 44,102 0 45,696 45,696 0 0 0.00
As reflected above in the table, the Fund would have paid the same amount
to Janus Capital had the proposed Global Index been in place during this
hypothetical period, as compared to the current Developed Index during the same
hypothetical period.
It is important to remember that under the terms of the Proposed Advisory
Agreement, the change in the Fund's benchmark index will actually occur on a
gradual basis over the 36-month period following shareholder approval of the
Proposed Advisory Agreement. Please refer to "Implementation of the Change in
the Benchmark Index."
COMPARISON OF PROPOSED AND CURRENT BENCHMARK INDICES
If the proposal is approved by shareholders, the Fund will change its
benchmark index from the current index, the Developed Index to the proposed
index, the Global Index. The Global Index is a global market capitalization
weighted index composed of listed real estate securities in the North American,
European, Asian, and South
69
American real estate markets including both developed and emerging markets. As
of December 31, 2009, emerging markets constituted 7.77% of the Global Index.
The Developed Index is a global market capitalization weighted index composed of
listed real estate securities in the Northern American, European, and Asian real
estate markets. Janus Capital's research is global in nature and Janus Capital
has continued to find compelling investment opportunities for the Fund outside
the United States. Janus Capital believes the Global Index better reflects the
investment universe of the Fund, as the Global Index measures the performance of
global real estate-related securities with emerging markets exposure and is
therefore believed to be more appropriate for evaluating the Fund's performance.
The following chart shows how the monthly returns of the Fund's Class A
Shares, the Developed Index, and the Global Index have performed for the period
of December 1, 2007, inception date, through January 31, 2010.
(PERFORMANCE GRAPH)
JANUS GLOBAL
REAL ESTATE CURRENT INDEX PROPOSED INDEX
FUND - - DEVELOPED - GLOBAL
A SHARES INDEX INDEX*
------------ ------------- --------------
12/1/07 -4.64 -5.19 -4.71
1/1/08 -3.21 -4.26 -5.03
2/1/08 -3.85 -1.82 -1.38
3/1/08 1.89 0.39 -0.58
4/1/08 7.53 6.25 6.28
5/1/08 -0.91 -2.45 -2.57
6/1/08 -10.76 -11.78 -12.08
7/1/08 -0.69 0.82 1.06
8/1/08 -1.04 -2.07 -2.45
9/1/08 -7.94 -9.26 -9.95
10/1/08 -25.38 -27.87 -28.18
11/1/08 -21.43 -14.51 -14.00
12/1/08 24.05 9.66 9.94
1/1/09 -13.89 -12.86 -12.59
2/1/09 -12.10 -16.49 -15.88
3/1/09 6.28 7.06 7.45
4/1/09 27.73 20.66 21.10
5/1/09 6.94 12.63 13.28
6/1/09 -0.83 0.00 0.05
7/1/09 9.61 10.01 10.40
8/1/09 10.00 7.65 7.36
9/1/09 4.62 5.62 5.65
10/1/09 -1.87 -1.10 -1.38
11/1/09 4.90 1.87 1.98
12/1/09 4.99 3.61 3.43
1/1/10 -4.41 -5.73 -5.92
* Historical performance is based on back-tested data provided by FTSE.
Actual index inception date was March 23, 2009.
Fund returns presented above include reinvestment of dividends,
distributions, and capital gains, and are net of Fund expenses. The Fund's
portfolio may differ significantly from the securities held in the indices. The
indices are not available for direct investment, therefore their performance
does not reflect the expenses associated with the management of an actual
portfolio. The Fund's past performance does not necessarily indicate how it will
perform in the future.
70
The following chart compares the calendar year performance of both the
Developed Index and the Global Index for the past five years. The chart shows
how the two benchmarks have performed differently at times over this period.
(CHART)
PURCHASE DATE Developed Index Global Index*
------------- --------------- -------------
2005 15.35 16.83
2006 42.35 43.72
2007 -6.96 -4.65
2008 -47.72 -48.90
2009 38.26 41.25
* Historical performance is based on back-tested data provided by FTSE.
Actual index inception date was March 23, 2009.
** For the period February 18, 2005 (the inception date for the index) to
December 31, 2005.
IMPLEMENTATION OF THE CHANGE IN THE BENCHMARK INDEX
If the Proposal is approved, the change in the Fund's benchmark index will
be implemented on a prospective basis beginning on or about July 1, 2010, or as
soon as practicable following the date of shareholder approval. However, because
the Performance Adjustment is based upon a rolling 36-month performance
measurement period, comparisons to the Global Index will not be fully
implemented until 36 months after the effective date of the Proposed Advisory
Agreement. During this transition period, the Fund's returns will be compared to
a blended index return that reflects the performance of the current Developed
Index for the portion of the performance measurement period prior to adoption of
the proposed Global Index, and the performance of the Global Index for the
remainder of the period. For periods following the first full 36-month
performance measuring period, the performance measurement period would reflect
one less month of the Developed Index's performance. At the conclusion of the
transition period, the performance of the Developed Index would be eliminated
from the Performance Adjustment calculation, and the calculation would include
only the performance of the Global Index.
CALCULATION OF THE PERFORMANCE ADJUSTMENT
If the average daily net assets of the Fund remain constant during a 36-
month performance measurement period, current net assets will be the same as
average net assets over the performance measurement period and the maximum
Performance Adjustment will be equivalent to 0.15% of current net assets. When
current net assets vary from average net assets over the 36-month performance
measurement period, the Performance Adjustment, as a percentage of current
assets, may vary significantly,
71
including at a rate more or less than 0.15%, depending upon whether the net
assets of the Fund had been increasing or decreasing (and the amount of such
increase or decrease) during the performance measurement period. Note that if
net assets for the Fund were increasing during the performance measurement
period, the total performance fee paid, measured in dollars, would be more than
if the Fund had not increased its net assets during the performance measurement
period.
The following hypothetical examples illustrate the application of the
Performance Adjustment for the Fund. The examples assume that the average daily
net assets of the Fund remain constant during a 36-month performance measurement
period. The Performance Adjustment would be a smaller percentage of current
assets if the net assets of the Fund were increasing during the performance
measurement period, and a greater percentage of current assets if the net assets
of the Fund were decreasing during the performance measurement period. All
numbers in the examples are rounded to the nearest hundredth percent. The net
assets of the Fund as of the previous fiscal years ended July 31, 2008 and July
31, 2009 were $6,697,791 and $11,244,595, respectively.
The monthly maximum positive or negative Performance Adjustment of 1/12th
of 0.15% of average net assets during the prior 36 months occurs if the Fund
outperforms or underperforms its benchmark index by 4.00% over the same period.
The Performance Adjustment is made in even increments for every 0.50% difference
in the investment performance of the Fund's Class A Shares (waiving the upfront
sales charge) compared to the cumulative investment record of its benchmark
index.
EXAMPLE 1: Fund Outperforms its Benchmark by 4.00%
If the Fund has outperformed its benchmark index by 4.00% during the
preceding 36 months, the Fund would calculate the investment advisory fee as
follows:
TOTAL ADVISORY FEE RATE
BASE FEE RATE PERFORMANCE ADJUSTMENT RATE FOR THAT MONTH
------------- --------------------------- -----------------------
1/12th of 0.75% 1/12th of 0.15% 1/12th of 0.90%
EXAMPLE 2: Fund Performance Tracks its Benchmark
If the Fund's performance has tracked the performance of its benchmark
index during the preceding 36 months, the Fund would calculate the investment
advisory fee as follows:
TOTAL ADVISORY FEE RATE
BASE FEE RATE PERFORMANCE ADJUSTMENT RATE FOR THAT MONTH
------------- --------------------------- -----------------------
1/12th of 0.75% 0.00% 1/12th of 0.75%
EXAMPLE 3: Fund Underperforms its Benchmark by 4.00%
If the Fund has underperformed its benchmark index by 4.00% during the
preceding 36 months, the Fund would calculate the investment advisory fee as
follows:
TOTAL ADVISORY FEE RATE
BASE FEE RATE PERFORMANCE ADJUSTMENT RATE FOR THAT MONTH
------------- --------------------------- -----------------------
1/12th of 0.75% 1/12th of -0.15% 1/12th of 0.60%
72
COMPARISON OF CURRENT AND PRO FORMA EXPENSES
The following tables describe the shareholder fees and annual fund
operating expenses that you may pay if you buy and hold shares of the Fund under
the current fee structure applying the current Developed Index and the pro forma
fee structure applying the proposed Global Index, without giving effect to any
fee waivers. For purposes of pro forma calculations, it is assumed that the
Global index was in place during the entire period from November 28, 2007
(inception date) to July 31, 2009 (most recent fiscal year-end) and is based
upon an initial 20-month performance measurement period. The fees and expenses
shown were determined based upon net assets as of July 31, 2009. For the
November 28, 2007 to July 31, 2009 period, the Fund overperformed the Developed
Index and the July 31, 2009 daily net assets were lower than the trailing 20-
month average daily net assets, resulting in the management fee shown in the
Annual Fund Operating Expenses table below. For the November 28, 2007 to July
31, 2009 period, the Fund underperformed the Global Index and the July 31, 2009
daily net assets were lower than the trailing 20-month average daily net assets,
resulting in the pro forma management fee shown in the Annual Fund Operating
Expenses table below.
Shareholder fees are those paid directly from your investment and may
include sales loads, redemption fees or exchange fees.
Annual fund operating expenses are paid out of the Fund's assets and
include fees for portfolio management, maintenance of shareholder accounts,
shareholder servicing, accounting and other services. You do not pay these fees
directly but, as the examples show, these costs are borne indirectly by all
shareholders.
The Trust, on behalf of the Fund, has entered into an expense waiver
agreement with Janus Capital. In the expense waiver agreement, Janus Capital has
agreed to reduce certain annual fund operating expenses to the extent that total
operating expenses exceed a specific percentage of average daily net assets,
subject to certain limitations described in the expense waiver agreement.
Additional details with respect to the expense waiver agreement are described in
the footnotes to the Annual Fund Operating Expenses table listed below. As a
result of the expense waiver agreement, the actual Total Annual Fund Operating
Expenses may be less than the amount listed in the table.
SHAREHOLDER FEES (PAID DIRECTLY FROM YOUR INVESTMENT)(1)
(CURRENT AND PRO FORMA STRUCTURE)
CLASS A CLASS C CLASS D CLASS I CLASS S CLASS T
------- ------- ------- ------- ------- -------
Maximum Sales Charge
(load) Imposed on
Purchases (as a % of
offering price)....... 5.75%(2) None None None None None
Maximum Deferred Sales
Charge (load) (as a %
of the lower original
purchase price or
redemption proceeds).. None(3) 1.00%(4) None None None None
73
CLASS A CLASS C CLASS D CLASS I CLASS S CLASS T
------- ------- ------- ------- ------- -------
Redemption Fee on shares
held for 90 days or
less (as a % of amount
redeemed)............. None None 2.00%(5)(6) 2.00%(5)(6) 2.00%(5)(6) 2.00%(5)(6)
Exchange Fee............ None None None(6) None(6) None(6) None(6)
ANNUAL FUND OPERATING EXPENSES (DEDUCTED FROM FUND ASSETS)(7)
DISTRIBUTION/ ACQUIRED
SERVICE FUND(11) TOTAL ANNUAL
MANAGEMENT (12B-1) OTHER FEES AND FUND OPERATING
FEE(8) FEES(9) EXPENSES(10) EXPENSES EXPENSES(12)
---------- ------------- ------------ -------- --------------
JANUS GLOBAL REAL
ESTATE FUND
Class A Shares
Current............. 0.83% 0.25% 5.13% 0.01% 6.22%
Pro Forma based on
Proposed Index... 0.78% 0.25% 5.13% 0.01% 6,17%
Class C Shares
Current............. 0.83% 1.00% 5.02% 0.01% 6.86%
Pro Forma based on
Proposed Index... 0.78% 1.00% 5.02% 0.01% 6.81%
Class D Shares(13)
Current............. 0.83% N/A 4.97% 0.01% 5.81%
Pro Forma based on
Proposed Index... 0.78% N/A 4.97% 0.01% 5.76%
Class I Shares
Current............. 0.83% N/A 4.85% 0.01% 5.69%
Pro Forma based on
Proposed Index... 0.78% N/A 4.85% 0.01% 5.64%
Class S Shares
Current............. 0.83% 0.25% 5.26% 0.01% 6.35%
Pro Forma based on
Proposed Index... 0.78% 0.25% 5.26% 0.01% 6.30%
Class T Shares
Current............. 0.83% N/A 5.10% 0.01% 5.94%
Pro Forma based on
Proposed Index... 0.78% N/A 5.10% 0.01% 5.89%
EXAMPLES:
THE FOLLOWING EXAMPLES ARE BASED ON EXPENSES WITHOUT WAIVERS, AS SHOWN IN
THE TABLES ABOVE. These examples are intended to help you compare the cost of
investing in the Fund, under both the Current Advisory Agreement and the
Proposed Advisory Agreement, with the cost of investing in other mutual funds.
The examples assume that you invest $10,000 in the Fund for the time periods
indicated 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 Fund's operating expenses without waivers
74
remain the same. The pro forma calculations assume that the Performance
Adjustment had been in effect for a 20-month period (commencement of operations
of the Fund) as of the end of the last fiscal year ended July 31, 2009. Although
your actual costs may be higher or lower, based on these assumptions your costs
would be:
IF YOU REDEEM YOUR SHARES:*
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
JANUS GLOBAL REAL ESTATE FUND
Class A Shares
Current............................ $1,158 $2,302 $3,418 $6,092
Pro Forma based on Proposed Index.. 1,153 2,289 3,399 6,061
Class C Shares
Current............................ 780 2,001 3,274 6,255
Pro Forma based on Proposed Index.. 775 1,988 3,254 6,224
Class D Shares
Current............................ 579 1,722 2,847 5,580
Pro Forma based on Proposed Index.. 574 1,708 2,826 5,546
Class I Shares
Current............................ 567 1,689 2,796 5,498
Pro Forma based on Proposed Index.. 562 1,676 2,775 5,463
Class S Shares
Current............................ 631 1,867 3,070 5,937
Pro Forma based on Proposed Index.. 626 1,853 3,049 5,905
Class T Shares
Current............................ 591 1,757 2,901 5,668
Pro Forma based on Proposed Index.. 586 1,744 2,880 5,634
IF YOU DO NOT REDEEM YOUR SHARES:*
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
JANUS GLOBAL REAL ESTATE FUND
Class A Shares
Current............................ $1,158 $2,302 $3,418 $6,092
Pro Forma based on Proposed Index.. 1,153 2,289 3,399 6,061
Class C Shares
Current............................ 680 2,001 3,274 6,255
Pro Forma based on Proposed Index.. 675 1,988 3,254 6,224
Class D Shares
Current............................ 579 1,722 2,847 5,580
Pro Forma based on Proposed Index.. 574 1,708 2,826 5,546
Class I Shares
Current............................ 567 1,689 2,796 5,498
Pro Forma based on Proposed Index.. 562 1,676 2,775 5,463
Class S Shares
Current............................ 631 1,867 3,070 5,937
Pro Forma based on Proposed Index.. 626 1,853 3,049 5,905
75
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
Class T Shares
Current............................ $ 591 $1,757 $2,901 $5,668
Pro Forma based on Proposed Index.. 586 1,744 2,880 5,634
--------
(1) Your financial intermediary may charge you a separate or additional fee for
purchases and redemptions of shares.
(2) Sales charge may be waived for certain investors, as described in the
Shareholder's Guide in the Fund's prospectus.
(3) 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. This sales charge is not
reflected in the example.
(4) 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.
(5) The redemption fee may be waived in certain circumstances.
(6) An exchange of shares from the Fund held for 90 days or less may be subject
to the 2.00% redemption fee.
(7) 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.
(8) The "Management Fee" is the investment advisory fee rate paid by the Fund
to Janus Capital. Any Performance Adjustment included in calculating the
Pro Forma Management Fee as shown for each class of shares of the Fund is
based on the investment performance of the Fund's Class A Shares (waiving
the upfront sales charge) versus the FTSE EPRA/NAREIT Developed Index and
the FTSE EPRA/NAREIT Global Index, as applicable, over the 20-month period
ended July 31, 2009. Once the Performance Adjustment is determined, it is
applied across each other class of shares of the Fund.
(9) 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.
(10) For Class A Shares, Class C Shares and Class I Shares, Other Expenses may
include administrative fees charged by intermediaries for the provision of
administrative services, including recordkeeping, subaccounting, order
processing for omnibus or networked accounts, or other shareholder services
provided on behalf of shareholders of the Fund. For Class S Shares and
Class T Shares, Other Expenses include an annual 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,
administrative services, including recordkeeping, subaccounting, order
processing for omnibus or networked accounts, or other shareholder services
provided on behalf of retirement plan participants, pension plan
participants, or other underlying investors investing through institutional
channels. For Class D Shares, Other Expenses include an administrative fee
of 0.12% of the average daily net assets of Class D Shares for shareholder
services provided by Janus Services LLC.
(11) "Acquired Fund" means any underlying fund (including, but not limited to,
exchange-traded funds) in which the Fund invests or has invested during the
period. Total Annual Fund Operating Expenses shown may not correlate to the
Fund's "ratio of gross expenses to average net assets" appearing in the
Fund's financial statements, which reflect the operating expenses of the
Fund and does not include Acquired Fund fees and expenses.
(12) Total Annual Fund Operating Expenses do not reflect the application of a
contractual expense waiver by Janus Capital. Janus Capital has
contractually agreed to waive the Fund's total annual fund operating
expenses (excluding any performance adjustments to management fees,
distribution and shareholder servicing fees (applicable to Class A Shares,
Class C Shares, and Class S Shares), administrative fees payable pursuant
to the Transfer Agency Agreement (applicable to Class S Shares, Class T
Shares and Class D 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 1.25%
of average daily net assets on the fiscal year ending date in which the
agreement is in effect.
76
Because a fee waiver will have a positive effect upon the Fund's
performance, a fund that pays a performance-based investment advisory fee
may experience a performance adjustment that is considered favorable to
Janus Capital as a result of a fee waiver that is in place during the
period when the performance adjustment applies. The current agreement will
be in effect until February 16, 2011, unless terminated, revised or
extended. Additionally, the current agreement does not contain any
provisions allowing for the recoupment of any fees waived. 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 are as follows: Class A Shares - 1.59% (pro forma - 1.54%); Class
C Shares - 2.34% (pro forma - 2.29%); Class D Shares - 1.46% (pro
forma - 1.41%); Class I Shares - 1.34% (pro forma - 1.29%); Class S
Shares - 1.84% (pro forma - 1.79%); and Class T Shares - 1.59% (pro
forma - 1.54%).
(13) Class D Shares launched on February 16, 2010.
* The Pro Forma numbers shown for each class of shares of the Fund include a
pro forma management fee calculated as described in the text and related
footnotes that accompany the fee table above.
REQUIRED VOTE
Approval of the Proposed Advisory Agreement requires the affirmative vote
of a 1940 Act Majority (as previously defined) of the Fund. If shareholders of
the Fund do not approve the Proposal, the Current Advisory Agreement will remain
in effect and the Board of Trustees will take such further action as it deems to
be in the best interest of the Fund and its shareholders.
THE INDEPENDENT TRUSTEES OF THE TRUST UNANIMOUSLY RECOMMEND THAT YOU VOTE "FOR"
APPROVAL OF THE PROPOSED ADVISORY AGREEMENT.
PROPOSALS 4 AND 5 - GENERAL INFORMATION
(JANUS GLOBAL OPPORTUNITIES FUND ONLY)
PROPOSAL 4 - APPROVE AN AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
BETWEEN THE TRUST AND JANUS CAPITAL
PROPOSAL 5 - APPROVE A SUBADVISORY AGREEMENT BETWEEN JANUS CAPITAL AND PERKINS
INTRODUCTION
As Janus Capital continues its goal of looking to gain efficiencies and
move toward a more cohesive operating platform, it periodically reviews its
mutual fund line up to ensure that all funds are being properly positioned based
on their primary investment strategies. As a result, in an effort to take
advantage of the broad investment expertise within Janus Capital and, in
particular, Perkins' value investment capability, Janus Capital believes it is in the best interest of Janus Global Opportunitieseach Fund (for purposesto afford the Adviser the flexibility to provide investment advisory services to each Fund through one or moresub-advisers that have particular expertise in the type of Proposals 4 and 5,investments in which a Fund invests.
As described above, without the "Fund" refersability to Janus Global Opportunities Fund)utilize the SEC Exemptive Order, in order for the Adviser to transition the Fund's investment approach toappoint a more traditional value focus and
recommended tonewsub-adviser or modify asub-advisory agreement materially, the Board must call and hold a shareholder meeting of Trustees that Perkins becomeFund, create and distribute proxy materials and solicit votes from the subadviserFund’s shareholders. This process is time consuming and costly. Without the delay inherent in holding shareholder meetings, the Adviser would be able to act more quickly to appoint a newsub-adviser if and when the Board and the Adviser believe that the appointment would benefit the Fund. Janus Capital discussedThe Board believes that granting the matter withAdviser (subject to review and approval by the BoardBoard) maximum flexibility to selectsub-advisers, without incurring the delay or expense of Trustees and presented
the Trustees with its analysis, findings, and recommendations at the Board
meetings held on November 9, 2009 and December 11, 2009. After a thorough
consideration of the
77
process undertaken by Janus Capital and the information, analysis, and
recommendations presented, the Trustees concluded that engaging Perkins to serve
as subadviser to the Fund under the terms of the proposed subadvisory agreement
("Proposed Subadvisory Agreement") wasobtaining further shareholder approval, is in the best interest of the Fund.Funds because it will allow each Fund to operate more efficiently.
In addition, the Board believes that it is appropriate to vest the selection ofsub-advisers in the Adviser (subject to review and approval by the Board) in light of the Adviser’s investment advisory expertise and its experience in selectingsub-advisers. The Board approved the Proposed Subadvisory Agreement between Janus Capital and
Perkins and recommended that it be submitted to the Fund's shareholders for
approval as required under the 1940 Act (Proposal 5). If approved, the Proposed
Subadvisory Agreement will be executed and will take effect on or about July 1,
2010. Adding a subadviser to the Fund does not impact the investment advisory
fee rate paid by the Fund, as Janus Capital, and not the Fund, will have
responsibility for paying a subadviser for its services. For a detailed
description of the specific factors considered by the Board of Trustees, see the
discussion below under the caption "Board Consideration, Approval and
Recommendation." A form of the Proposed Subadvisory Agreement is attached to
this Proxy Statement as Appendix H.
In order to engage a subadviser for the Fund, the Fund's investment
advisory agreement with Janus Capital must permit Janus Capital to delegate
responsibilities to a subadviser. The Fund's current investment advisory
agreement with Janus Capital ("Current Advisory Agreement") does not provide for
this delegation and changing it to permit the delegation could be interpreted as
a material change requiring shareholder approval. As a result, you are being
asked to approve an amended and restated Investment Advisory Agreement that will
allow Janus Capital to engage a subadviser for the Fund (the "Proposed Amended
Advisory Agreement") (see Proposal 4). Under the terms of the Proposed Amended
Advisory Agreement, Janus Capital will have discretion to engage Perkins, or any
other qualified entity, as the subadviser to the Fund, pending Trustee and
shareholder approval, and Janus Capital will have the obligation to compensate
any subadviser for the Fund. The Trustees have approved the Proposed Amended
Advisory Agreement and are submitting the Proposed Amended Advisory Agreement to
you for your approval. A form of the Proposed Amended Advisory Agreement is
attached to this Proxy Statement as Appendix I. With the exception of the
changes discussed in Proposal 4, all other terms of the Current Advisory
Agreement remain the same. See Proposal 2.c. for other proposed changes to the
Current Advisory Agreement that are not contingent upon Proposals 4 or 5.
The Proposed Amended Advisory Agreement will not change the investment
advisory fee payable to Janus Capital by the Fund. You should note, however,believes that if shareholders of the Fund approve the performance-based investment
advisory fee structure described under Proposal 2.c. the advisory fee rate
payable by the Fund to Janus Capital will adjust up or down based on the Fund's
performance. Similarly, the subadvisory fee paid by Janus Capital to any
subadviser would adjust up or down, as Janus Capital expects to pay any
subadviser a percentage of the advisory fee Janus Capital receives from the
Fund.
In connection with the transition of the day-to-day management of the Fund
to Perkins, pending shareholder approval, the Fund will experience additional
changes, including changes to the Fund's investment strategies and investment
objective. The
78
Fund's portfolio manager, Gregory Kolb, will continue to manage the Fund and
will become an employee of Perkins. In an effort to take advantage of Perkins'
value investment capabilities, the Fund will be moving from a combination
growth/value orientation to a traditional value orientation. Specifically, while
the Fund will continue to invest in common stocks of companies of any size
located throughout the world, including emerging markets, the Fund will seek to
invest in companies that are temporarily misunderstood by the investment
community or that demonstrate special situations or turnarounds. Pursuant to the
"value" strategy, the Fund's portfolio manager will generally look for companies
with (i) a low price relative to assets, earnings, and/or cash flows or business
franchise; (ii) products and services that give them a competitive advantage;
and (iii) quality balance sheets and strong management. As a part of the new
value strategy, the Fund's investment objective will change from long-term
growth of capital to capital appreciation.
Further, in connection with moving to a traditional value investing
strategy, the portfolio manager of the Fund anticipates increasing the number of
holdings in the portfolio fromfuture it becomes appropriate to add or change a range of 25sub-adviser to 40 holdings to a range of 70 to
100 holdings. The portfolio manager believes expanding the range of holdings
will increase the Fund's opportunity for investmentsyour Fund, it can access this expertise and will align the product
with Perkins'experience in ways that can add value portfolio process. Moving to a larger range of holdings
could increase the expenses of the Fund if additional trading costs are
incurred. The Fund will also be reclassified from a nondiversified Fund to a
diversified Fund, as defined in the 1940 Act. The Fund will change its name to
"Perkins Global Value Fund." Pending shareholder approval of Perkins as
subadviser to the Fund, these changes will become effective on or about July 1,
2010.
BOARD CONSIDERATION, APPROVAL AND RECOMMENDATION
The Trustees of the Trust, all of whom are Independent Trustees and none of
whom has ever been affiliated with Janus Capital or Perkins, considered the
Proposed Amended Advisory Agreement and the Proposed Subadvisory Agreement for
the Fund. In the course of their consideration of the Proposed Amended Advisory
Agreement and the Proposed Subadvisory Agreement, the Trustees met in executive
session and were advised by their independent legal counsel. The Trustees
received and reviewed a substantial amount of information provided by Janus
Capital and Perkins in response to requests of the Trustees and their counsel.
The Trustees also considered information provided by their independent fee
consultant. Based on their evaluation of that information and other factors, on
December 11, 2009, the Independent Trustees approved the Proposed Amended
Advisory Agreement and the Proposed Subadvisory Agreement for the Fund, subject
to shareholder approval. In considering the Proposed Amended Advisory Agreement
and the Proposed Subadvisory Agreement and reaching their conclusions, the
Trustees reviewed and analyzed various factors that they determined were
relevant, including the factors described below.
79
Among other things, the Trustees considered:
(a) the representation of Janus Capital that there is not expected to
be any diminution in the nature, extent and quality of services provided to the Fund and its shareholders;
(b) the experience of Perkins as an asset management firm with the
capabilities, resources and personnel necessaryshareholders.
Although no newsub-advisory arrangements or changes to provide subadvisory
services to the Fund;
(c) the proposed responsibilities of Perkins and the services to be
provided by it;
(d) the experience of Perkins in managing other Janus funds, including
funds with similar investment objectives and strategies;
(e) the retention of the current portfolio manager for the day-to-day
management of the Fund;
(f) that the subadvisory fees to be paid to Perkins by Janus Capital
appear to represent reasonable compensation in light of the services to be
provided;
(g) the terms and conditions of the Proposed Amended Advisory
Agreement and the Proposed Subadvisory Agreement;
Certain of these considerationsany Fund’s existingsub-advisory arrangement are discussed in more detail below.
NATURE, EXTENT AND QUALITY OF SERVICES
The Trustees' analysis of the nature, extent, and quality of Perkins'
proposed services to the Fund took into account the investment objective and
strategies of the Fund and the knowledge the Trustees gained from their regular
meetings with Perkins throughout prior years with respect to other Janus funds
managed by Perkins. In addition, the Trustees reviewed Perkins' resources and
key personnel, especially those who would be providing investment management
services to the Fund. The Trustees also considered other services to be provided
to the Fund by Perkins. Janus Capital advised the Board of Trustees that it
expects that there will be no diminution in the scope and quality of advisory
services provided to the Fund as a result of the implementation of the Proposed
Amended Advisory Agreement or the Proposed Subadvisory Agreement.
The Trustees concluded that the subadvisory relationship and arrangement
was not expected to adversely affect the nature, extent or quality of services
provided to the Fund, and that the Fund was likely to benefit from services
provided under the Proposed Subadvisory Agreement. They also concluded that the
quality of Perkins' services to the other Janus funds for which Perkins serves
as subadviser has been satisfactory. In reaching their conclusions, the Trustees
considered: (i) information provided by Janus Capital and Perkinsbeing recommended in connection with the Trustees' considerationTransaction, except for Janus Asia Equity Fund and Janus Global Real Estate Fund (described further in Proposal 3), the Adviser expects to continue to evaluate these relationships, including evaluating the capabilities of the Proposed Amended Advisory AgreementexistingSub-Advisers, the capabilities of other possiblesub-advisers and the Proposed Subadvisory Agreement; (ii)enhanced capabilities of Janus Henderson, assuming the key factors identifiedTransaction occurs. If that evaluation results in materials
previously provideda recommendation to implement a newsub-advisory relationship or change any existingsub-advisory relationship, either in connection with the Trustees by their independent counsel; (iii)Transaction or separately, that recommendation could not be implemented without Board approval.
Finally, the current portfolio managerBoard believes that it will retain sufficient oversight of each Fund’ssub-advisory arrangements to seek to ensure that shareholders’ interests are protected whenever the Adviser selects asub-adviser or modifies asub-advisory agreement. The Board will continue to handle the day-to-day management
responsibilities for the Fund;evaluate and (iv) the nature of theto approve all proposed changes in
80
the overall investment strategies of the Fund. They also concluded that Perkins'
financial condition was sound.
COSTS OF SERVICES TO BE PROVIDED
The Trustees considered fee structure and the subadvisory fee rate under
the Proposed Amended Advisory Agreement and the Proposed Subadvisory Agreement,
respectively,sub-advisory agreements, as well as any proposed modifications to existingsub-advisory agreements. In doing so, the overall fee structure of the Fund. The Trustees examined the fee information and estimated expenses for the Fund in comparisonwill analyze such factors that they consider to information for other comparable funds, as provided by Lipper, Inc.
("Lipper"), an independent provider of investment company data.
The Trustees considered the methodology used by Perkins in determining
compensation payable to its portfolio managers and the competition for
investment management talent, and information provided by representatives of
Perkins with respect to how the implementation of performance-based fees may
impact that methodology and its ability to retain key employees. The Trustees
also considered that, other than the potential impact of performance fees, there
will be no changerelevant to the overall fees paid by the Fund or services provided to
the Fund.determination. The Trustees concluded that the fee to by paid by Janus Capital to Perkins
was reasonable in relation to the nature and quality of the services to be
provided, taking into account the fees charged by other advisers and subadvisers
for managing comparable mutual funds with similar strategies and the fees
Perkins charges to other Janus funds or clients with similar investment
strategies. The Trustees also concluded that the estimated overall expense ratio
for each class of shares of the Fund, taking into account any expense
limitation, was comparable to or more favorable than the median expense ratios
of its peers, and that the fees that the Fund will pay to Janus Capital (a
portion of which Janus Capital will pay to Perkins) are reasonable in relation
to the nature and quality of the services to be provided, taking into
consideration (1) the fees charged by other advisers and subadvisers for
managing comparable mutual funds with similar strategies and (2) the impact of
the performance-based fee structure.
INVESTMENT PERFORMANCE
The Trustees considered the performance results of the Fund over various
time periods. They reviewed the information comparing the Fund's performance
with the performance of comparable funds and peer groups identified by Lipper,
and with the Fund's benchmark index. They concluded that the performance of the
Fund was acceptable under current market conditions. The Trustees' also noted
Perkins' considerable investment management experience, capabilities and
resources. They also noted the past performance of other Janus mutual funds
which are managed by Perkins, and other accounts having similar investment
objectives and strategies, but were unable to predict what effect, if any, the
engagement of Perkins as subadviser would have on the future performance of the
Fund.
81
BENEFITS DERIVED FROM THE RELATIONSHIP WITH JANUS CAPITAL AND PERKINS
The Trustees also considered benefits that would accrue to the Fund from
its relationship with Janus Capital and Perkins. The Trustees concluded that,
other than the services to be provided by Janus Capital and Perkins pursuant to
the Proposed Amended Advisory Agreement and the Proposed Subadvisory Agreement,
respectively, and the fee to be paid directly and indirectly by the Fund for
such services, the Fund, and Janus Capital, and Perkins may potentially benefit
from their relationship with one another in other ways. They also concluded that
success of their relationship could attract other business to Janus Capital and
Perkins or to other Janus funds, and that the success of Janus Capital and
Perkins could enhance each firm's ability to serve the Fund.
After full consideration of the above factors, as well as other factors,
the Trustees concluded that approving the Proposed Amended Advisory Agreement
and the Proposed Subadvisory Agreement was in the best interest of the Fund and
its shareholders. The Trustees voted to approve the Proposed Amended Advisory
Agreement and the Proposed Subadvisory Agreement and to recommend each to
shareholders for their approval.
PROPOSAL 4
APPROVE AN AMENDED AND RESTATED INVESTMENT ADVISORY
AGREEMENT BETWEEN THE TRUST AND JANUS CAPITAL
INFORMATION CONCERNING THE ADVISER
Janus Capital, 151 Detroit Street, Denver, Colorado 80206-4805, serves as
investment adviser to Janus Global Opportunities Fund pursuant to the Current
Advisory Agreement dated July 1, 2004, as amended February 1, 2006 and June 14,
2006, Janus Capital is a direct subsidiary of Janus Capital Group Inc. ("JCGI"),
a publicly traded company with principal operations in financial asset
management businesses that had $159.7 billion in assets under management as of
December 31, 2009. JCGI owns approximately 95% of Janus Capital, with the
remaining 5% held by Janus Management Holdings Corporation. Certain employees of
Janus Capital and/or its affiliates serve as officers of the Trust. Certain
officers of the Trust are shareholders of JCGI.
Janus Capital (together with its predecessors) has served as an investment
adviser since 1970. As of December 31, 2009, the Janus funds that Janus Capital
advises consisted of 52 portfolios offering a broad range of investment
objectives, including those with similar investment objectives as the Fund (see
attached Appendix E for further information). Janus Capital also serves as
subadviser for a number of private-label mutual funds and provides separate
account advisory services for institutional accounts.
Principal Executive Officers and Directors of the Adviser. The principal
executive officers and directors of Janus Capital and their principal
occupations are included in Appendix F to this Proxy Statement.
82
SUMMARY OF THE CURRENT ADVISORY AGREEMENT AND THE PROPOSED AMENDED ADVISORY
AGREEMENT
Except for the change to permit Janus Capital to engage a subadviser for
the Fund and the dates of execution, the terms of the Current Advisory Agreement
and the Proposed Amended Advisory Agreement are the same. A summary of the
Current Advisory Agreement and the Proposed Amended Advisory Agreement is
provided below. A form of the Proposed Amended Advisory Agreement is attached to
this Proxy Statement as Appendix I; the description of the Proposed Amended
Advisory Agreement is qualified in its entiretyeachsub-advisory agreement will include those required by reference to Appendix I.
Additional changes to the Current Advisory Agreement are described in Proposal
2.c.
DESCRIPTION OF THE CURRENT ADVISORY AGREEMENT
Advisory Services. Janus Capital provides the Fund with continuing
investment management services. Janus Capital is responsible for the day-to-day
management of the Fund and for providing continuous investment advice regarding
the purchase and sale of securities held by the Fund, subject to (i) the Trust's
Amended and Restated Agreement and Declaration of Trust and Amended and Restated
Bylaws; (ii) the investment objectives, policies and restrictions set forth in
the Fund's registration statements; (iii) theapplicable provisions of the 1940 Act, and the
Internal Revenue Code of 1986, as amended; and (iv) such other policies and
instructions as the Trustees may from time to time determine. If Proposal 5 is
approved, certain of these responsibilities would transition to Perkins.
Janus Capital provides office spaceexcept for the Fund and pays the salaries,
fees, and expenses of all Fund officers (sharing certain expenses and salaries
for the Fund's Chief Compliance Officer and other compliance-related personnel
as authorized by the Trustees from time to time). Janus Capital provides certain
administrative services to the Fund as described under "Fund Service Providers"
and is responsible for the other business affairsspecific provisions of the Fund. Janus Capital is
authorized to delegate to others to perform certain administrative and other
services.
The Fund pays all expenses incidental to its organization, operations and
business not specifically assumed by Janus Capital, including custodian and
transfer agency fees and expenses, brokerage commissions and dealer spreads, and
other expenses in connection with1940 Act from which the execution of portfolio transactions, legal
and accounting expenses, interest, taxes, a portion of trade association or
other investment company organization dues and expenses, registration fees,
expenses of shareholders' meetings, reports to shareholders, fees and expenses
of Independent Trustees, and other costs of complying with applicable laws
regulating the sale of Fund shares. Information concerning services provided by
Janus Distributors LLC ("Janus Distributors"), the Fund's distributor, and Janus
Services LLC ("Janus Services"), the Fund's transfer agent, each a wholly-owned
subsidiary of Janus Capital, and a description of any fees paid by the Fund to
Janus Distributors and Janus Services, is included under "Fund Service
Providers" in this Proxy Statement.
83
Liability. The Fund's Current Advisory AgreementSEC Exemptive Order provides that Janus
Capital shall not be liable for any error of judgment or mistake of law or for
any loss arising out of any investment or for any act or omission takenrelief.
To become effective with respect to a Fund, the Fund, except for willful misfeasance, bad faith or gross
negligence in the performanceManager of its duties, or by reason of reckless disregard
of its obligations and duties under the agreement, and except to the extent
otherwise provided by law.
Termination of the Agreement. The Fund's Current Advisory Agreement
continues in effect until February 1, 2011, and from year to year thereafter so
long as such continuance is specifically approved at least annually by a
majority of the Fund's Independent Trustees, and by either a majority of the
outstanding voting securities of the Fund or the Board of Trustees. The
"majority of outstanding voting securities" means the lesser of (i) 67% or more
of the shares of the Fund present at the Meeting, if the holders of more than
50% of the outstanding shares are present or represented by proxy, or (ii) more
than 50% of the outstanding shares (a "1940 Act Majority").
The Current Advisory Agreement: (i) mayManagers Proposal must be terminated, without penalty, by
the Fund or Janus Capital on 60 days' written notice; (ii) terminates
automatically in the event of its assignment; and (iii) generally, may not be
amended without the approval by vote of a majority of the Trustees, including a
majority of the Independent Trustees, and, to the extent required by the 1940
Act, the vote of a 1940 Act Majority.
Compensation. The Current Advisory Agreement provides that Janus Capital
is entitled to compensation for services provided thereunder at the annual rate
of 0.64% of the Fund's average daily net assets. The fee is computed daily and
paid monthly. As previously noted, as a shareholder of the Fund, you will also
be asked to approve changing this fixed-rate fee to a fee that adjusts up or
down based on the Fund's performance relative to its benchmark index, the MSCI
World Index(SM).
Additional Information. The date of the Current Advisory Agreement, dated
July 1, 2004, as amended February 1, 2006 and June 14, 2006, was last submitted
for shareholder approval on January 9, 2006, to approve certain amendments. The
Current Advisory Agreement was last re-approved by the Board of Trustees at a
meeting held on December 11, 2009. In conjunction with their approval of the
continuance of the Current Advisory Agreement, the Board noted that at the same
meeting they also approved the Proposed Subadvisory Agreement and related
Proposed Amended Advisory Agreement and that such new agreement and amendment
would not take effect unless approved by shareholders. A discussion of the
Board's considerations and recommendations concerning the Proposed Subadvisory
Agreement and the Proposed Amended Advisory Agreement at the December 11, 2009
board meeting are discussed above.
The implementation of the Proposed Amended Advisory Agreement for the Fund
is contingent upon shareholder approval.
DESCRIPTION OF THE PROPOSED AMENDED ADVISORY AGREEMENT
Other than described below, the Proposed Amended Advisory Agreement does
not change, amend, or modify any other terms of the Current Advisory Agreement.
The
84
same services will be provided under the Current Advisory Agreement; all or some
of those services would be provided by a subadviser rather than Janus Capital.
The Current Advisory Agreement does not currently contemplate permitting
Janus Capital to engage a subadviser for the Fund. Because shareholders are
being asked to consider appointing Perkins as subadviser to the Fund (please
refer to Proposal 5), it is necessary to amend the Current Advisory Agreement to
allow for the engagement of a subadviser. Under the terms of the Proposed
Amended Advisory Agreement, Janus Capital would have the authority to engage
Perkins, or any other qualified subadviser, for the Fund and would be
responsible for compensating such subadviser, subject to Trustee and shareholder
approval.
REQUIRED VOTE
Approval of the Proposed Amended Advisory Agreement requires the
affirmative vote of a 1940 Act Majority (as previously defined) of the Fund. If
shareholdersdefined herein) of the Fund, do not approvewith all classes of shares voting together as a single class. For purposes of determining the Proposal and/or the Proposed
Subadvisory Agreement under Proposal 5, Janus Capital will continue to be the
sole adviser of the Fund under the terms of the Current Advisory Agreement and
the Board of Trustees will take such further action as it deems to be in the
best interest of the Fund and its shareholders.
THE INDEPENDENT TRUSTEES OF THE TRUST UNANIMOUSLY RECOMMEND THAT YOU VOTE "FOR"
APPROVAL OF THE PROPOSED AMENDED ADVISORY AGREEMENT.
PROPOSAL 5
APPROVE A SUBADVISORY AGREEMENT BETWEEN
JANUS CAPITAL AND PERKINS
INFORMATION CONCERNING THE SUBADVISER
Perkins is principally located at 311 S. Wacker Drive, Suite 6000, Chicago,
Illinois 60606. Perkins is a subsidiary of Janus Capital and is registered as an
investment adviser with the SEC. Perkins and its predecessor have been in the
investment management business since 1984. Perkins also serves as investment
adviser or subadviser to separately managed accounts and other registered
investment companies, and currently serves as subadviser to other Janus value
equity mutual funds. Janus Capital owns approximately 78% of Perkins. As of
December 31, 2009, Perkins had $15,115,176,956 in assets under management.
Perkins acts as investment adviser or subadviser to other investment companies
with investment objectives and strategies similar to those of the Fund.
Information on those similar investment companies is set forth in Appendix J to
this Proxy Statement.
Portfolio Manager. Gregory R. Kolb, CFA, is Executive Vice President and
Portfolio Manager of the Fund, which he has co-managed or managed since May
2005. Mr. Kolb will continue to be responsible for the day-to-day management of
the Fund under the Proposed Subadvisory Agreement with Perkins. It is
anticipated that Mr. Kolb will become an employee of Perkins if shareholders
approve the engagement of Perkins
85
as the Fund's subadviser, and will be integrated into the Perkins investment
team where he will be supported in his investment process by Perkins research
analysts. Mr. Kolb is also Portfolio Manager of other Janus accounts. Mr. Kolb
joined Janus Capital in 2001 as an equity research analyst.
Principal Executive Officers and Directors of the Subadviser. Information
regarding the principal executive officers and directors of Perkins and their
principal occupations are included in Appendix F to this Proxy Statement.
SUMMARY OF THE CURRENT ADVISORY AGREEMENT AND THE PROPOSED SUBADVISORY AGREEMENT
A form of the Proposed Subadvisory Agreement is attached to this Proxy
Statement as Appendix H. The following descriptions of the Current Advisory
Agreement and the Proposed Subadvisory Agreement are only summaries. You should
refer to Appendix H for the text of the Proposed Subadvisory Agreement; the
description of the Proposed Subadvisory Agreement is qualified in its entirety
by reference to Appendix H.
DESCRIPTION OF THE CURRENT ADVISORY AGREEMENT
Janus Capital currently serves as investment adviser to the Fund pursuant
to the terms of the Current Advisory Agreement. The Current Advisory Agreement
continues in effect from year to year so long as such continuance is
specifically approved annually by either the Board of Trustees or the
affirmative vote of a 1940 Act Majority and, in either event, by the vote of a
majority of the Independent Trustees. The Current Advisory Agreement: (i) may be
terminated, without penalty, by the Fund or Janus Capital on 60 days' written
notice; (ii) terminates automatically in the event of an assignment; and (iii)
generally, may not be amended without the approval by vote of a majority of the
Trustees, including a majority of the Independent Trustees, and, to the extent
required by the 1940 Act, the vote of a 1940 Act Majority.
The Current Advisory Agreement was last re-approved by the Board of
Trustees at a meeting held on December 11, 2009. In conjunction with their approval of the continuanceManager of the Current Advisory Agreement, the Board noted
that atManagers Proposal, abstentions and brokernon-votes will have the same meeting they also approvedeffect as shares voted against the Proposed Subadvisory Agreement
and that such new agreement would not take effect unless approved by
shareholders. A discussion of the Board's considerations and recommendations
concerning the Proposed Subadvisory Agreement at the December 11, 2009 board
meeting are discussed above.
The Current Advisory Agreement provides that Janus Capital is entitled to
compensation for services provided thereunder at the annual rate of 0.64% of the
Fund's average daily net assets. The fee is computed daily and paid monthly. As
previously noted, as a shareholder of the Fund, you will also be asked to
approve changing this fixed-rate fee to a fee that adjusts up or down basedproposal.
An unfavorable vote on the Fund's performance relative to its benchmark index, the MSCI World
Index(SM).
86
DESCRIPTION OF THE PROPOSED SUBADVISORY AGREEMENT
Subadvisory Services. Under the termsManager of the Proposed Subadvisory
Agreement between Janus Capital and Perkins, subject to the direction and
control of Janus Capital and the Board of Trustees, Perkins will: (i) manage the
investment operations of the Fund; (ii) keep Janus Capital fully informed as to
the valuation of assets of the Fund, its condition, investment decisions and
consideration; (iii) maintain all books and records required under federal
securities law relating to day-to-day portfolio management of the Fund; (iv)
perform certain limited related administrative functions; and (v) provide the
Trustees and Janus Capital with economic, operational, and investment data and
reports. Additionally, Perkins will determine what securities and other assets
of the Fund will be acquired, held, disposed of or loaned, in conformity with
the investment objectives, policies, and restrictions established by the
Trustees and set forth in the Trust's registration statement.
Compensation. In return for the services to be provided under the Proposed
Subadvisory Agreement, Perkins will be entitled to receive a subadvisory fee,
paid by Janus Capital, that is accrued daily and payable monthly at an annual
rate equal to 50% of the investment advisory fee otherwise payable by the Fund
to Janus Capital (calculated after any applicable performance fee adjustments).
If the Proposed Subadvisory Agreement were currently in effect, Janus Capital
would pay Perkins an annual fee rate of 0.32% of average daily net assets (net
of any performance fee adjustments).
The engagement of Perkins as subadviser to the Fund will have no effect on
the terms of the Current Advisory Agreement, other than requiring the requested
changes to engage a subadviser (as described inManagers Proposal 4). Perkins'
subadvisory fee will be paid directly by Janus Capital; however, shareholders of
the Fund should note that, if they approve the performance-based investment
advisory fee structure under Proposal 2.c. regarding the fee paid by the Fund to
Janus Capital, Perkins' subadvisory fee rate will also adjust up or down in line
with the performance fee, as Janus Capital will pay 50% of the advisory fee it
receives from the Fund to Perkins.
During the most recent fiscal year ended October 31, 2009, the Fund paid
$543,001 in advisory fees to Janus Capital. If the Proposed Subadvisory
Agreement had been in effect, Perkins would have received $271,500 in
subadvisory fees for that fiscal year, all paid by Janus Capital.
The following table summarizes the pro forma subadvisory fees based on the
average net assets of the Fund that would have been paid by Janus Capital to
Perkins if the Proposed Subadvisory Agreement had been in effect for the fiscal
year ended October 31, 2009. This information assumes that the Performance
Adjustment (as described further under Proposal 2.c.) would have been in effect
during the fiscal year and that it would have been calculated over the 36-month
period ended October 31, 2009. The last column indicates the percentage increase
or decrease of the fee that
87
Perkins would have received had the proposed performance-based fee arrangement
been in effect during the period.
AVERAGE NET ASSETS PRO FORMA % INCREASE (+)
(000'S) SUBADVISORY FEES OR DECREASE (-)
------------------ ---------------- ---------------
$84,969 $326,075 +20.10
Liability. The Proposed Subadvisory Agreement provides that Perkins, and
any affiliate of Perkins performing services for the Fund contemplated
thereunder (including any managers, members, owners, directors, and officers of
Perkins and such affiliates), shall not be liable for any error of judgment or
mistake of law or for any loss arising out of any investment or for any act or
omission taken with respect to the Fund, except for willful misfeasance, bad
faith or gross negligence in the performance of their respective duties, or by
reason of reckless disregard or their respective obligations and duties under
the Proposed Subadvisory Agreement, and except to the extent otherwise provided
by law.
Term of the Agreement. If approved, the Proposed Subadvisory Agreement
will be in effect for an initial term ending on February 1, 2011, and may
continue in effect thereafter from year to year if such continuance is
specifically approved at least annually by either the Board of Trustees or the
affirmative vote of a 1940 Act Majority and, in either event, by the vote of a
majority of the Independent Trustees.
Termination of the Agreement. The Proposed Subadvisory Agreement
terminates automatically in the event of its assignment or upon the termination
of the Current Advisory Agreement. The Proposed Subadvisory Agreement may be
terminated at any time, without penalty, either by the shareholders of one Fund will not affect the implementation of the Manager of Managers Proposal by another Fund acting by voteif the Manager of at least a majority of its outstanding voting securities, orManager Proposal is approved by the Trustees, provided in either caseshareholders of that 90 days' advance written notice of
termination be given to Perkins at its principal place of business. The Proposed
Subadvisory Agreement may also be terminated (i) by Janus Capital or by Perkins
at any time, without penalty, by giving 90 days' advance written notice of
terminationFund.
Shareholder approval of the other party, or (ii) byManager of Managers Proposal is not being sought with respect to Janus Capital orAdaptive Global Allocation Fund and INTECH Emerging Markets Managed Volatility Fund, as such Funds have already implemented the Trust, without
advance notice, if Perkins becomes unable to discharge its duties and
obligations under the Proposed Subadvisory Agreement.
88
REQUIRED VOTE
Approvalmanager of the Proposed Subadvisory Agreement requires the affirmative
vote of a 1940 Act Majority (as previously defined) of the Fund. It is also
contingent on shareholder approval of Proposal 4 in this Proxy Statement. managers structure at their inception.
If shareholders of thea Fund do not approve the Manager of Managers Proposal, and/orthe Proposal 4, Janus
Capital will continue to be the sole adviser of the Fund under the terms of the
Current Advisory Agreement and the Board of Trustees will take such further
action as it deems to be ineffect whether or not the best interest of the Fund and its shareholders.
THE INDEPENDENT TRUSTEES OF THE TRUST UNANIMOUSLY RECOMMEND THAT YOU VOTE "FOR"
APPROVAL OF THE PROPOSED SUBADVISORY AGREEMENT.
FUND SERVICE PROVIDERS
ADMINISTRATOR. Janus Capital serves as administrator to the Funds,
performing internal accounting, recordkeeping, blue sky monitoring and
registration functions. Janus Capital may be reimbursed by the Funds for certain
administrative and clerical functions it provides to the Funds, as well as for
reasonable costs it incurs in performing certain functions.
Janus Capital also acts as administrator to each of Janus Money Market Fund
and Janus Government Money Market Fund pursuant to separate Administration
Agreements between Janus Capital and the Trust, on behalf of each such Fund.
Pursuant to such Administration Agreements, each of Janus Money Market Fund and
Janus Government Money Market Fund pay Janus Capital an administration fee
calculated at the annual rate of 0.50% of the value of the average daily net
assets. Effective February 16, 2010, Class D SharesTransaction is consummated.
The Board unanimously recommends that shareholders of each Fund will compensate
Janus Capital at an annual rate of 0.46% and Class T Shares of each Fund will
compensate Janus Capital at an annual rate of 0.48%. Janus Capital may use a
portionvote FOR approval of the administration fee to compensate financial intermediaries.
The fees paid to Janus Capital by eachManager of Janus Money Market Fund and Janus
Government Money Market Fund for administrative services, for the fiscal year
ended October 31, 2009 are shown below. Each Fund has changed its fiscal year
end to June 30.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Based on the Audit Committee'sCommittee’s recommendation, the Board of Trustees, all of whom are Independent Trustees, selected PricewaterhouseCoopers LLP ("PWC"(“PwC”) as the Trust'sTrust’s independent registered public accounting firm during the Trust'sTrust’s current fiscal years.year. In accordance with Independence Standards Board Standard No. 1 ("(“ISB No. 1"1”), PWCPwC has confirmed to the Trust'sTrust’s Audit Committee that it is an independent registered accounting firm with respect to the Funds. Representatives of PWCPwC will be available at the Meeting to answer appropriate questions concerning the Trust'sTrust’s financial statements and will have an opportunity to make a statement if they so choose.
As the independent registered public accounting firm
Audit Fees.The aggregate fees billed for the Trust, PWC
performs auditprofessional services rendered by PwC for the Trust, including the audit of the Trust's annual financial statements reviews of the Trust's annual reports, semiannual reports,
quarterly portfolio holdings reports and registration statement amendments. PWC
may also provide other audit-related, non-audit and tax-relatedor services to the
Funds.
The Trust's Audit Committee must pre-approve all audit and non-audit
servicesthat are normally provided by PWC to the Funds. The Trust's Audit Committee has adopted
policiesPwC in connection with statutory and procedures to, among other purposes, provide a frameworkregulatory filings or engagements for the Audit Committee's consideration of any non-audit services provided by PWC. The
policiesfiscal years ending in 2016 and procedures require that any audit2015 for each Fund and non-audit services provided
to the Funds by PWC and any non-audit service provided by PWC to Janus Capital andor entities controlling, controlled by, or under common control with Janus Capital that provide ongoing services to the Funds (collectively, "Fund“Fund Service Providers"Providers”) that relate directly to the operations and financial reporting of a
Fund ("Covered Services"), are subject to approval by the Audit Committee before
such service is provided. The Chairman of the Audit Committee (or, in his
absence, any Audit Committee member) is authorized to grant such pre-approvallisted in the interim between regularly scheduled meetings of the Audit Committee. In such
case, the Chairman must report the pre-approvaltables set forth inAppendix K to the Audit Committee no later
than its next meeting.
96
Pre-approval of non-audit services provided by PWC to the Trust and Fund
Service Providers is not required if: (i) the services were not recognized by
Janus Capital at the time of the engagement as non-audit services; (ii) for non-
audit services provided to the Trust, thethis Proxy Statement.
Audit-Related Fees. The aggregate fees paid for all such non-
audit services provided to the Trust are no more than 5% of the total fees paid
by the Trust to the independent auditor during the fiscal years in which the
non-audit services are provided; (iii) for non-audit services provided to Fund
Service Providers, the aggregate fees for all such non-audit services provided
are no more than 5% of the total fees paid by the Trust and Fund Service
Providers during the fiscal years of the Trust in which the non-audit services
are provided; and (iv) such services are promptly brought to the attention of
the Audit Committee by Janus Capital, and the Audit Committee or its delegate
approves them prior to the completion of the audit (the "de minimis exception").
In circumstances where the Trust's Audit Committee did not pre-approve
certain non-audit services that were rendered by PWC to any Fund Service
Provider that did not relate directly to the operations and financial reporting
of a Janus fund ("Non-Covered Service"), the Trust's Audit Committee will
consider whether the provision of the such non-audit service by PWC is
compatible with maintaining PWC's independence in auditing the Funds, taking
into account representations from PWC, in accordance with ISB No. 1, regarding
its independence from the Funds and their related entities. There were no non-
audit services provided to a Fund Service Provider by PWC that were not pre-
approved by the Audit Committee.
Audit Fees. In each of the fiscal years ended October 31, 2009 and October
31, 2008, the aggregate Audit Fees billed by PWC for professional services
rendered for the audits of the financial statements of each Fund, or services
that are normally provided by PWC in connection with statutory and regulatory
filings or engagements for those fiscal years for the Trust, are shown in the
table below.
Tax Fees. The aggregate fees billed by PWC for professional services rendered for tax compliance, tax advice, corporate actions review, and tax
planning for the Funds are shown in the table below.
All Other Fees. The aggregate fees billed for products and services provided by PwC, other than the services reported in “Audit Fees,” “Audit-Related Fees,” and “Tax Fees” above, for the fiscal years ending in 2016 and 2015 for each Fund and the Fund Service Providers are listed in the tables set forth inAppendix K to this Proxy Statement. The nature of the services comprising the fees disclosed under this category includes the review of semiannual reports to shareholders, an annual study and evaluation of internal accounting controls, training, registration statement review, and Qualified Foreign Individual Investor (“QFII”) services.
Pre-Approval of Certain Services. The Trust’s Audit Committee Charter requires the Audit Committee topre-approve any engagement of PwC (i) to provide audit ornon-audit services to the Trust or (ii) to providenon-audit services to the Fund Service Providers, if the engagement relates directly to the operations and financial reporting of the Funds are shown in the table
below.
None of the services rendered by PwC to the Funds or to Janus Capital (not including anysub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser) or any Fund Service Providers for tax compliance, tax planning,the fiscal years ending in 2016 and tax advice. Tax fees include amounts for tax advice related to mergers and
acquisitions and requests for ruling or technical advice from taxing
authorities.
No amounts2015 were approvedpre-approved by the Audit Committee pursuant to the de minimis
exceptionPre-Approval Exception.
Non-Audit Fees. The aggregatenon-audit fees billed by PwC for services rendered to the Trust, and rendered to Janus Capital (not including anysub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any Fund Service Providers for the fiscal years ended October 31, 2009ending in 2016 and October 31, 2008 for2015 are listed in the Trust. There were no amountstables set forth inAppendix K to this Proxy Statement.
The Audit Committee has considered whether the provision ofnon-audit services that were requiredrendered to be approvedJanus Capital (not including anysub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by the Audit
Committee pursuant to the de minimis exception for the fiscal years ended
October 31, 2009another investment adviser), and
98
October 31, 2008 for the Trust, on behalf of the Fund Service Providers that relate directly to the operations and financial reporting of each Fund.
All Other Fees. In each of the fiscal years ended October 31, 2009 and
October 31, 2008, there were no Other Fees billed by PWC for other non-audit
services rendered to the Funds.
In each of the fiscal years ended October 31, 2009 and October 31, 2008,
there were no Other Fees billed by PWC that were required to be approved by the
Audit Committee for other non-audit services rendered on behalf of the Fund
Service Providers that relate directly to the operations and financial reporting
of the Funds.
No amounts were approved by the Audit Committeenotpre-approved pursuant to the de minimis
exceptions for the fiscal years ended October 31, 2009 and October 31, 2008 for
the Trust. There were no amounts that were required to be approved by the Audit
Committee pursuant to the de minimis exception for the fiscal years ended
October 31, 2009 and October 31, 2008 for the Trust, on behalfparagraph (c)(7)(ii) of the Fund
Service Providers that relate directly to the operations and financial reportingRule2-01 of each Fund.
For the fiscal years ended October 31, 2009 and October 31, 2008 for the
Trust, the aggregate fees billed by PWC of $0 and $0, respectively, for non-
audit services rendered on behalf of the Funds, Janus Capital and Fund Service
Providers relating to Covered and Non-Covered Services are shown in the table
below.
2009(A) 2008(A)
--------------------- ----------------------
COVERED NON-COVERED COVERED NON-COVERED
SERVICES SERVICES SERVICES SERVICES
-------- ----------- -------- -----------
$0 $0 $0 $0
--------
(A) Aggregate amounts may reflect rounding.
RegulationS-X is compatible with maintaining PwC’s independence.
ADDITIONAL INFORMATION ABOUT THE MEETINGS
QUORUM AND VOTING
MEETING
Each holder of a whole or fractional share shall be entitled to one vote for each whole dollar and a proportionate fractional vote for each fractional dollar of net asset value of shares held in such shareholder'sshareholder’s name as of the Record Date. If you are not the owner of record, but your shares are instead held for your benefit by a financial intermediary such as a retirement plan service provider, broker-dealer, bank trust department, insurance company, or other financial intermediary, that financial intermediary may request that you provide instruction on how to vote the shares you beneficially own. Your financial intermediary will provide you with additional information.
Thirty percent of the outstanding shares entitled to vote of (i) all Funds (Proposal
1), and (ii)at the applicableMeeting with respect to each Fund (all classes of a Fund voting together)
(Proposals 2, 3, 4 and 5) shall be a quorum for the transaction of business by that Fund at the Meeting. Any lesser number is sufficient for adjournments. Quorum with respect to each proposal is described in 99
athe Meeting with respect to one or more Funds,each Fund, the persons named as proxies may propose one or more adjournments or postponements of the Meeting, in accordance with applicable law, to permit further solicitation of proxies with respect to thatthe proposal. Any such adjournment or postponement as to athe proposal will require the affirmative vote of the holders of a majority of the shares of the applicable Fund, or Funds, present in person or by proxy at the Meeting. If a quorum is not present or the vote required to approve a proposal is not obtained, the persons named as proxies will vote thethose proxies for athe Fund (excluding brokernon-votes and abstentions) in favor of such adjournment or postponement if they determine additional solicitation is warranted and in the interest of shareholders of the Fund.
"Broker non-votes"
“Brokernon-votes” are shares held by a broker or nominee for which an executed proxy is received by a Fund, but are not voted because instructions have not been received from beneficial owners or persons entitled to vote, and the broker or nominee does not have discretionary voting power. AbstentionsFor purposes of voting on a proposal, abstentions and "broker non-votes" are“brokernon-votes” will be counted as shares eligible to vote at each Meeting inpresent for purposes of determining whether a quorum is present, but do not represent votes cast with
respect toin favor of an adjournment, postponement, or a proposal. For purposes of voting on a proposal,
abstentions and "broker non-votes" will not be counted in favor of, but will
have no other effect on Proposal 1, for which the required vote is a plurality
(the greatest number) of votes cast. For all other Proposals, and assuming the
presence of a quorum, abstentions and "broker non-votes" will have the effect of
a vote against the Proposal. Therefore, if your shares are held through a broker or other nominee, it is important for you to instruct the broker or nominee how to vote your shares.
PROPOSAL
Certain funds in the Janus fund complex are considered “fund of funds” and invest their assets in the Janus funds. Such funds of funds will vote any shares of the Funds for and against any matter in the same proportion as the votes of other shareholders of the underlying funds.
Proposal 1: ELECTION OF TRUSTEESApproval of New Investment Advisory Agreement. Shareholders of each Fund will vote together.separately on Proposal 1. To become effective with respect to a Fund, the New Advisory Agreements require the affirmative vote of a 1940 Act Majority of the applicable Fund, with all classes of shares voting together as a single class. A 1940 Act Majority means the lesser of the vote of (i) 67% or more of the shares of the Fund entitled to vote thereon present at the meeting if the holders of more than 50% of such outstanding shares are present in person or represented by proxy; or (ii) more than 50% of such outstanding shares of the Fund entitled to vote thereon. The shares of each Fund will be counted using dollar-based voting. This means that each share of a Fund will represent a number of votes equal to that share’s net asset value on the record date. For purposes of determining the approval of the New Advisory Agreements, abstentions and brokernon-votes will have the same effect as shares voted against the proposal.
An unfavorable vote on the proposal to approve the New Advisory Agreement by the shareholders of one Fund will not affect the implementation of the proposal by another Fund if the proposal is approved by the shareholders of that Fund. However, the proposal will only take effect upon the closing of the Transaction, which is conditioned upon obtaining the approval of new investment advisory agreements by shareholders of Janus funds representing a specified percentage of assets under management.
Proposal 2: Approval of New InvestmentSub-Advisory Agreement with CurrentSub-Adviser. Shareholders of each INTECH Fund, each Perkins Fund and Janus Asia Equity Fund will vote separately on Proposal 2. To become effective with respect to a Fund, the NewSub-Advisory Agreement must be approved by a 1940 Act Majority of the applicable Fund, with all classes of shares voting together as a single class. The shares of each Fund will be counted using dollar-based voting. This means that each share of a Fund will represent the number of votes equal to that share’s net asset value on the record date. For purposes of determining the approval of each NewSub-Advisory Agreement, abstentions and brokernon-votes will have the same effect as shares voted against the proposal.
An unfavorable vote on the proposal to approve the NewSub-Advisory Agreement by the shareholders of one Fund will not affect the implementation of the proposal by another Fund if the proposal is approved by the shareholders of that Fund. However, the proposal will only take effect upon the closing of the Transaction, which is conditioned upon obtaining the approval of new investment advisory agreements by shareholders of Janus funds representing a specified percentage of assets under management.
Proposal 3: Approval of HIMLSub-Advisory Agreement. Shareholders of each HIML Fund will vote separately on Proposal 3. To become effective with respect to a Fund, the HIMLSub-Advisory Agreement must be approved by a 1940 Act Majority of the Fund, with all classes of shares voting together as a single class. The shares of each Fund will be counted using dollar-based voting. This means that each share of a Fund will represent a number of votes equal to that share’s net asset value on the record date. For purposes of determining the approval of the HIMLSub-Advisory Agreement, abstentions and brokernon-votes will have the same effect as shares voted against the proposal.
An unfavorable vote on the proposal to approve the HIMLSub-Advisory Agreement by the shareholders of one Fund will not affect the implementation of the proposal by the other Fund if the proposal is approved by the shareholders of that Fund. However, the proposal will only take effect upon the closing of the Transaction, which is conditioned upon obtaining the approval of new investment advisory agreements by shareholders of Janus funds representing a specified percentage of assets under management.
Proposal 4:Trustee Election. Election of an additional Trustee will be determined by the affirmative vote of a plurality (the greatest number of affirmative votes) of the shares with respect to each fund in the Trust. All series of the Trust, including certain funds not included in this Proxy Statement, are being solicited with respect to the election of the Trustee Nominee pursuant to separate proxy statements. The presence in person or by proxy of the holders of record of 30% of the Funds' aggregate total shares outstanding and entitled to vote of all funds in the Trust constitutes a quorum at the Meeting with respect to this Proposal.
PROPOSAL 2: APPROVE AN AMENDED AND RESTATED INVESTMENT ADVISORY
AGREEMENT - PERFORMANCE FEEProposal 4, with all classes of shares of a fund voting together as a single class.
Proposal 5: Approval of Manager of Managers Proposal. Shareholders of Janus Fortyeach Fund Janus Fund, Janus Global Opportunities
Fund, Janus Overseas(except for INTECH Emerging Markets Managed Volatility Fund and Janus Twenty FundAdaptive Global Allocation Fund) will vote separately on Proposal 2 (all classes of a Fund voting together). The presence in person or by proxy of
the holders of record of 30% of each applicable Fund's shares outstanding and
entitled to vote at the Meeting constitutes a quorum5. To become effective with respect to this
Proposal. Approvala Fund, the Manager of theManagers Proposal will require the affirmative vote of a 1940
Act Majority of a Fund's shareholders eligible to vote at the Meeting.
PROPOSAL 3: APPROVE AN AMENDED AND RESTATED INVESTMENT ADVISORY
AGREEMENT - BENCHMARK CHANGE
Shareholders of Janus Global Real Estate Fund (all classes of the Fund
voting together) will vote on Proposal 3. The presence in person ormust be approved by proxy of
the holders of
100
record of 30% of the Fund's shares outstanding and entitled to vote at the
Meeting constitutes a quorum with respect to this Proposal. Approval of the
Proposal will require the affirmative vote of a 1940 Act Majority of the Fund's
shareholders eligible to vote at the Meeting.
PROPOSAL 4: APPROVE AN AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
ShareholdersFund, with all classes of Janus Global Opportunitiesshares voting together as a single class. The shares of each Fund will be counted using dollar-based voting. This means that each share of a Fund will represent the number of votes equal to that share’s net asset value on the record date. For purposes of determining the approval of the Manager of Managers Proposal, abstentions and brokernon-votes will have the same effect as shares voted against the proposal.
An unfavorable vote on the Manager of Managers Proposal 4
(all classesby the shareholders of one Fund will not affect the implementation of the Manager of Managers Proposal by another Fund voting together). The presence in person orif the Manager of Managers Proposal is approved by proxythe shareholders of the holders of record of 30% of the Fund's shares outstanding and entitled to
vote at the Meeting constitutes a quorum with respect to this Proposal. Approval
of the Proposal will require the affirmative vote of a 1940 Act Majority of the
Fund's shareholders eligible to vote at the Meeting.
PROPOSAL 5: APPROVE A SUBADVISORY AGREEMENT
Shareholders of Janus Global Opportunities that Fund.
Fund will vote on Proposal 5
(all classes of the Fund voting together). The presence in person or by proxy of
the holders of record of 30% of the Fund's shares outstanding and entitled to
vote at the Meeting constitutes a quorum with respect to this Proposal. Approval
of the Proposal will require the affirmative vote of a 1940 Act Majority of the
Fund's shareholders eligible to vote at the Meeting.
SHARE OWNERSHIP
Share Ownership
The number of outstanding shares and net assets of each class of each Fund, as applicable, as of the close of business on the Record Date, is included inAppendix KA to this Proxy Statement.
Beneficial owners of 5% or more of the outstanding shares of each class of each Fund are provided inAppendix LM to this Proxy Statement. To the best knowledge of the Trust, no person or entity beneficially owned more than 5% of the outstanding shares of any class of a Fund except as stated inAppendix L.M. To the best knowledge of the Trust, entities shown as owning 25% or more of a Fund, unless otherwise indicated, are not the beneficial owners of such shares.
As
Janus Capital will pay the fees and expenses related to each proposal, including the cost of the Record Date, the officerspreparation of these proxy materials and Trustees as a group owned less than
1% of the outstanding shares of each Fund.
SOLICITATION OF PROXIES
The cost of preparing, printing, and mailing the proxy card(s) and this
Proxy Statement,their distribution, and all other costs incurred with the solicitation of proxies, the Meeting, including any additional solicitation made by letter, telephone, or otherwise,
will be allocated between Janus Capital and the Funds. Janus Capital will pay
the costs associated with engagement of the solicitor andotherwise.
In addition to solicitation of proxies for Proposals 1, 3, 4 and 5. Solicitation of proxies related to Proposal
2 will be borne by those Funds voting on that Proposal, pursuant to a
methodology agreed upon by the Trustees and Janus Capital. In addition to
101
solicitation by mail, certain officers and representatives of the Trust, certain officers and employees of Janus Capitalthe Adviser or its affiliates, and certain financial services firms and their representatives, without extra compensation, or a solicitor, may conduct additional solicitations personally, by telephone, U.S. mail, verbal, internet, email, or by any other means available.
Janus Capital has engaged D.F. King & Co., Inc. ("D.F. King"),Computershare, a professional proxy solicitation firm, to assist in the solicitation of proxies for the Janus funds,Funds, at an estimated cost of $4.7 million,$15,543,000 plus anyout-of-pocketexpenses. Such expenses will be paid by Janus Capital. Among other things, D.F. KingComputershare will be: (i) required to maintain the confidentiality of all shareholder information; (ii) prohibited from selling or otherwise disclosing shareholder information to any third party; and (iii) required to comply with applicable telemarketing laws.
Brokers, banks, and other fiduciaries may be required to forward soliciting material to their principals on behalf of a Fund and to obtain authorization for the execution of proxies. For those services, they will be reimbursed byTo the extent Janus Capital or the Funds voting on Proposal 2 for their expenses, to the extent that
Janus Capital or those Fundsa Fund would have directly borne the expenses for those services, Janus Capital will reimburse these intermediaries for their expenses. The Board has determined that the use of this Proxy Statement is in the best interest of each Fund in light of the similar proposals being considered and voted on by the shareholders of each Fund. Certain other Janus funds, not listed in this Proxy Statement, will also hold meetings of shareholders with similar proposals. If you were also a shareholder of record of one or more of those other funds on the record date established for the meetings of shareholders of such other funds, you will receive a separate proxy statement and proxy card(s) relating to those funds.
As the Meeting date of the Meetings approaches, certain shareholders whose votes have not been received may receive telephone calls from a representative of D.F.
King.Computershare. Authorization to permit D.F. KingComputershare to execute proxies may be obtained by telephonic or electronically transmitted instructions from shareholders of each Fund. Proxies that are obtained telephonically will be recorded in accordance with the procedures described below. The Funds believeJanus Capital believes that these procedures are reasonably designed to ensure that both the identity of the shareholder casting the vote and the voting instructions of the shareholder are accurately determined.
In all cases where a telephonic proxy is solicited, the D.F. KingComputershare representative is required to ask for certain identifying information from each shareholder. Then the representative will askshareholder’s full name, address, title (if the shareholder is authorized to vote their
shares by telephone,act on behalf of an entity, such as a corporation), and to confirm that the shareholder has received the Proxy Statement and proxy card(s) in the mail. If the information solicited agrees with the information provided to Computershare, then Computershare’s representative has the responsibility to explain the process, and ask for the shareholder'sshareholder’s instructions on the proposal(s).proposals. Although the Computershare representative is permitted to answer questions about the process, he or she is not permitted to recommend to the shareholder how to vote. The Computershare representative may read anythe recommendation set forth in this Proxy Statement. The Computershare representative will record the shareholder'sshareholder’s instructions. Within 72 hours, the shareholder will be sent a confirmation of his or her vote asking the shareholder to call 1-800-825-08981-866-492-0863 immediately if his or her instructions are not accurately reflected in the confirmation.
Telephone Touch-Tone Voting.Voting. Shareholders may provide their voting instructions through telephone touch-tone voting by following the instructions on the enclosed proxy card(s). Shareholders will have an opportunity to review their voting instructions and make any necessary changes before submitting their voting instructions and terminating their telephone call.
Internet Voting.Voting. Shareholders may provide their voting instructions through Internet voting by following the instructions on the enclosed proxy card(s). Shareholders who vote via the Internet, in addition to confirming their voting instructions prior to 102
If a shareholder wishes to participate in the Meeting but does not wish to give a proxy by telephone or via the Internet, the shareholder may still submit the proxy card(s) originally sent with the Proxy Statement in the postage-paid envelope provided or otherwise mailed or provided to the shareholder, or attend the Meeting in person. Shareholders requiring additional information regarding the proxy or replacement proxy card(s) may contact D.F. KingComputershare at 1-800-825-0898.1-866-492-0863. Any proxy given by a shareholder is revocable until voted at the Meeting.
Revoking a Proxy.Proxy. Any shareholder submitting a proxy has the power to revoke it at any time before it is exercised at the Meeting by submitting to the Secretary of the Trust at 151 Detroit Street, Denver, Colorado 80206, a written notice of revocation or a subsequently executed proxy or voting instruction, or by attending the Meeting and voting in person. All properly executed and unrevoked proxies received in time for the Meeting will be voted as specified in the proxy or, if no specification is made, will be voted "FOR"FOR the proposal(s), as described in this Proxy Statement.
Shares Held by Accounts of Insurance Companies.Companies. Shares of the Funds may be held by certain separate accounts of insurance companies to fund benefits payable under certain variable annuity contracts and variable life insurance policies. Your insurance company may request that you provide it with voting instructions for your beneficially held shares of any such separate account. If you do not provide voting instructions to your insurance company, it may vote all of the your beneficially held
shares held in that separate account in the same proportions as the voting actually received from its other variable contract holders for that separate account.
FUND TRANSACTIONS
All orders for
Attending the purchase or saleMeeting. If you wish to attend the Meeting and vote in person, you will be able to do so. If you intend to attend the Meeting in person and you are a record holder of a Fund's portfolio securities are
placed on behalfFund’s shares, in order to gain admission you may be asked to show photographic identification, such as your driver’s license. If you intend to attend the Meeting in person and you hold your shares through a broker, bank or other intermediary, in order to gain admission you may be asked to show photographic identification, such as your driver’s license, and satisfactory proof of the Fund by Janus Capital or its agent. INTECH Investment
Management LLC, subadviser to INTECH Risk-Managed Core Fund, INTECH Risk-Managed
Growth Fund, INTECH Risk-Managed International Fund and INTECH Risk-Managed
Value Fund, has authority to place trades on behalfownership of those Funds. With respect
to Perkins Large Cap Value Fund, Perkins Mid Cap Value Fund, and Perkins Small
Cap Value Fund, Janus Capital places portfolio transactions solely upon the
direction of those Funds' subadviser, Perkins Investment Management LLC. The
Funds do not allocate portfolio transactions to broker-dealers on the basis of
the sale of Fund shares, although brokerage firms whose customers purchase shares of a Fund, such as your voting instruction form (or a copy thereof) or broker’s statement indicating ownership as of a recent date. If you hold your shares in a brokerage account or through a bank or other intermediary you will not be able to vote in person at the Meeting unless you have previously requested and obtained a “legal proxy” from your broker, bank or other intermediary and present it at the Meeting. You may execute transactionscontact Computershare at1-866-492-0863 to obtain directions to the site of the Meeting.
Shareholder Proposals for the Fund and receive brokerage
commissions.
During the most recent fiscal year, no Fund paid any commissions to a
broker-dealer affiliated with Janus Capital.
103
LEGAL MATTERS
Information regarding material pending legal proceedings involving Janus
Capital or theSubsequent Meetings
The Trust is attached as Appendix M to this Proxy Statement.
SHAREHOLDER PROPOSALS FOR SUBSEQUENT MEETINGS
The Funds are not required, and do not intend, to hold annual shareholder meetings. Under the terms of a settlement reached between Janus Capital and the
SEC in August 2004, commencing in 2005 and not less than every fifth calendar
year thereafter, the Trust is obligated to hold a meeting of shareholders to
elect Trustees. Shareholder meetings may be called from time to time as described in the Amended and Restated Agreement and Declaration of Trust and the Amended and Restated Bylaws of the Trust.
Under the proxy rules of the SEC, shareholder proposals that meet certain conditions may be included in a Fund'sFund’s proxy statement for a particular meeting. Those rules currently require that for future meetings, the shareholder must be a record or beneficial owner of Fund shares either (i) with a value of at least $2,000 or (ii) in an amount representing at least 1% of the Fund'sFund’s securities to be voted at the time the proposal is submitted and for one year prior thereto, and must continue to own such shares through the date on which the meeting is held. Another requirement relates to the timely receipt by a Fund of any such proposal. Under those rules, a proposal must have been submitted within a reasonable time before the Fund began to print and mail this Proxy Statement in order to be included in this Proxy Statement. A proposal submitted for inclusion in a Fund'sFund’s proxy material for the next special meeting after the meeting to which this Proxy Statement relates must be received by the Fund within a reasonable time before the Fund begins to print and mail the proxy materials for that meeting.
A shareholder wishing to submit a proposal for inclusion in a proxy statement subsequent to the Meetings,Meeting, if any, should send the written proposal to the Secretary of the Trust at 151 Detroit Street, Denver, Colorado 80206, within a reasonable time before a Fund begins to print and mail the proxy materials for that meeting. Notice of shareholder proposals to be presented at the MeetingsMeeting must have been received within a reasonable time before the Funds began to mail this Proxy Statement. The timely submission of a proposal does not guarantee its inclusion in the proxy materials.
SHAREHOLDER COMMUNICATIONS
The Trustees provide for shareholders to send written communications to the Trustees via regular mail. Written communications to the Trustees, or to an individual Trustee, should be sent to the attention of the Trust'sTrust’s Secretary at the address of the Trust'sTrust’s principal executive office. All such communications received by the Trust'sTrust’s Secretary shall be promptly forwarded to the individual Trustee to whom they are addressed or to the full Board of Trustees, as applicable. If a communication does not indicate a specific Trustee, it will be sent to the Chairperson of the Nominating and Governance Committee and the independent counsel to the Trustees for further 104
REPORTS TO SHAREHOLDERS AND FINANCIAL STATEMENTS
Reports to Shareholders and Financial Statements
The annual report to shareholders of the Funds, including financial statements of each Fund, has previously been sent to 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 THE FUNDS' MOST RECENT ANNUAL REPORT AND ANY MORE
RECENT SEMIANNUAL REPORT ARE AVAILABLE, WITHOUT CHARGE, BY CALLING A JANUS
REPRESENTATIVE AT 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 the Funds’ most recent annual report and any more recent semiannual report are available, without charge, by calling a Janus representative at1-877-335-2687 (OR (or1-800-525-3713 IF YOU HOLD SHARES DIRECTLY
WITH JANUS CAPITAL) if you hold shares directly with Janus Services), VIA THE INTERNET AT JANUS.COM/INFO (OR JANUS.COM/REPORTS IF
YOU HOLD SHARES DIRECTLY WITH JANUS CAPITAL)via the Internet at janus.com/info (or janus.com/reports if you hold shares directly with Janus Services), OR BY SENDING A WRITTEN REQUEST TO
THE SECRETARY OF THE TRUST ATor by sending a written request to the Secretary of the Trust at 151 DETROIT STREET, DENVER, COLORADODetroit Street, Denver, Colorado 80206.
To avoid sending duplicate copies of materials to households, the Funds may mail only one copy of each report or this Proxy Statement to shareholders having the same last name and address on the Funds'Funds’ records. The consolidation of these mailings benefits the Funds through reduced mailing expenses. IfWith respect to Class D Shares, if a shareholder wants to receive multiple copies of these materials or to receive only one copy in the future, the shareholder should contact the Funds'Funds’ transfer
agent, Janus Services, at1-800-525-3713 or notify the Funds'Funds’ transfer agent in writing at P.O. Box 173375, Denver, Colorado 80207-3375.
OTHER MATTERS TO COME BEFORE THE MEETINGS
55932, Boston, Massachusetts 02205-5932.
Other Matters to Come Before the Meeting
The Board of Trustees is not aware of any matters that will be presented for action at the MeetingsMeeting other than the matters described in this Proxy Statement. Should any other mattersmatter requiring a vote of shareholders arise, the proxy in the accompanying form will confer upon the person or persons entitled to vote the shares represented by such proxy the discretionary authority to vote the shares as to any other matters, in accordance with their best judgment in the interest of the Trust and/or Funds.
PLEASE COMPLETE, SIGN, AND RETURN THE ENCLOSED PROXY CARD(S) OR VOTE BY
INTERNET OR TELEPHONE PROMPTLY. NO POSTAGE IS REQUIRED IF YOU MAIL YOUR PROXY
CARD(S) IN THE UNITED STATES.
By order
Please vote by Internet or telephone promptly, or complete, date, sign and return the enclosed proxy card(s). No postage is required if you mail your proxy card(s) in the United States.
| By Order of the Board of Trustees, |
|
| Bruce L. Koepfgen |
| President and Chief Executive Officer of |
| Janus Investment Fund |
Appendix A: Shares Outstanding and Net Assets
Appendix B: Dates Relating to Current Advisory Agreements
Appendix C: Advisory Fee Rates and Sub-Advisory Fee Rates
Appendix D: Dates Relating to CurrentSub-Advisory Agreements
Appendix E: Comparable Funds
Appendix F: Information Regarding Officers and Directors of Adviser andSub-Advisers
Appendix G: Fees Paid
Appendix H: Share Ownership
Appendix I: Compensation of Trustees
Appendix J: Principal Officers of the BoardTrust and Their Principal Occupations
Appendix K: Audit and Related Fees
Appendix L: Nominating and Governance Committee Charter
Appendix M: Principal Holders
Appendix N: Forms of New Advisory Agreement
Appendix O: Form of New INTECHSub-Advisory Agreement
Appendix P: Form of New PerkinsSub-Advisory Agreement
Appendix Q: Form of New Janus SingaporeSub-Advisory Agreement
Appendix R: Form of HIMLSub-Advisory Agreement
Appendix A Shares Outstanding and Net Assets
The following charts show the shares outstanding and net assets of each class of each Fund as of December 29, 2016.
| Fund | Share Class | Total Number of Outstanding Shares | Net Assets | |||||||
Janus Adaptive Global Allocation Fund | Class A Shares | 60,733.90 | $593,977.61 | |||||||
| Class C Shares | 111,363.78 | $1,086,910.52 | ||||||||
| Class D Shares | 142,065.84 | $1,387,983.32 | ||||||||
| Class I Shares | 115,195.58 | $1,126,612.78 | ||||||||
| Class N Shares | 4,863,366.82 | $47,563,727.57 | ||||||||
| Class S Shares | 112,322.62 | $1,097,392.09 | ||||||||
| Class T Shares | 121,652.27 | $1,188,542.77 | ||||||||
Janus Asia Equity Fund | Class A Shares | 29,340.09 | $257,312.62 | |||||||
| Class C Shares | 44,182.41 | $386,596.13 | ||||||||
| Class D Shares | 658,583.18 | $5,821,875.36 | ||||||||
| Class I Shares | 279,873.74 | $2,474,083.94 | ||||||||
| Class S Shares | 40,573.64 | $356,642.33 | ||||||||
| Class T Shares | 37,789.35 | $330,278.92 | ||||||||
Janus Balanced Fund | Class A Shares | 31,233,748.45 | $915,148,829.76 | |||||||
| Class C Shares | 45,972,321.14 | $1,336,875,098.90 | ||||||||
| Class D Shares | 48,521,270.19 | $1,424,584,492.81 | ||||||||
| Class I Shares | 54,973,260.80 | $1,614,564,669.81 | ||||||||
| Class N Shares | 63,763,748.60 | $1,870,828,383.98 | ||||||||
| Class R Shares | 11,681,515.54 | $340,632,993.20 | ||||||||
| Class S Shares | 22,065,733.37 | $646,305,330.50 | ||||||||
| Class T Shares | 156,127,741.45 | $4,579,226,656.82 | ||||||||
Janus Contrarian Fund | Class A Shares | 2,336,541.50 | $45,422,366.93 | |||||||
| Class C Shares | 2,124,705.80 | $39,179,575.06 | ||||||||
| Class D Shares | 99,228,439.54 | $1,930,985,433.49 | ||||||||
| Class I Shares | 4,934,410.15 | $96,072,965.70 | ||||||||
| Class R Shares | 56,607.04 | $1,078,930.18 | ||||||||
| Class S Shares | 204,647.33 | $3,976,297.78 | ||||||||
| Class T Shares | 39,977,161.65 | $777,955,565.81 | ||||||||
Janus Diversified Alternatives Fund | Class A Shares | 312,175.49 | $3,118,633.22 | |||||||
| Class C Shares | 191,790.04 | $1,879,542.40 | ||||||||
| Class D Shares | 454,895.08 | $4,558,048.76 | ||||||||
| Class I Shares | 395,175.27 | $3,971,511.48 | ||||||||
| Class N Shares | 4,520,319.64 | $45,519,618.83 | ||||||||
| Class S Shares | 143,827.63 | $1,426,770.13 | ||||||||
| Class T Shares | 233,176.92 | $2,329,437.45 | ||||||||
Janus Enterprise Fund Janus Flexible Bond Fund Janus Forty Fund Janus Global Allocation Fund – Conservative Janus Global Allocation Fund – Growth Janus Global Allocation Fund – ModerateFund Share Class Total Number of
Outstanding Shares Net Assets Class A Shares 6,970,275.32 $650,326,687.45 Class C Shares 2,524,756.58 $221,926,104.09 Class D Shares 15,222,921.45 $1,448,460,976.25 Class I Shares 29,756,784.73 $2,844,451,053.11 Class N Shares 19,892,950.87 $1,906,341,482.16 Class R Shares 1,649,931.86 $150,160,299.22 Class S Shares 5,416,553.64 $503,360,330.42 Class T Shares 35,300,936.67 $3,341,233,656.29 Class A Shares 61,365,792.95 $630,840,351.53 Class C Shares 33,297,597.13 $342,299,298.54 Class D Shares 61,781,983.14 $635,118,786.71 Class I Shares 525,907,541.45 $5,406,329,526.20 Class N Shares 54,376,333.34 $558,444,943.46 Class R Shares 3,974,723.88 $40,860,161.49 Class S Shares 5,704,174.36 $58,638,912.42 Class T Shares 143,084,827.57 $1,469,481,179.22 Class A Shares 8,233,489.37 $231,937,395.81 Class C Shares 9,774,427.59 $237,127,613.41 Class I Shares 25,091,614.15 $724,896,732.88 Class N Shares 4,570,132.60 $132,305,338.77 Class R Shares 4,232,975.35 $109,380,083.04 Class S Shares 18,175,923.78 $496,202,719.33 Class T Shares 2,902,080.93 $80,184,496.15 Class A Shares 502,825.76 $5,978,598.37 Class C Shares 1,551,928.41 $18,126,523.91 Class D Shares 14,986,665.53 $178,790,919.78 Class I Shares 348,965.86 $4,163,162.81 Class S Shares 136,077.19 $1,611,153.95 Class T Shares 2,223,734.60 $26,484,679.19 Class A Shares 432,670.23 $5,486,258.59 Class C Shares 368,275.90 $4,603,448.79 Class D Shares 15,712,506.00 $200,648,701.71 Class I Shares 361,377.90 $4,611,182.08 Class S Shares 193,631.69 $2,445,568.30 Class T Shares 1,321,076.62 $16,843,726.98 Class A Shares 953,097.98 $11,542,016.55 Class C Shares 685,306.90 $8,196,270.52 Class D Shares 17,221,791.01 $209,589,196.60 Class I Shares 362,868.19 $4,412,477.29 Class S Shares 220,441.26 $2,651,908.36 Class T Shares 1,539,659.28 $18,691,463.67
Janus Global Bond Fund Janus Global Life Sciences Fund Janus Global Real Estate Fund Janus Global Research Fund Janus Global Select Fund Janus Global Technology FundFund Share Class Total Number of
Outstanding Shares Net Assets Class A Shares 1,218,592.57 $11,235,423.50 Class C Shares 502,941.30 $4,642,148.22 Class D Shares 1,136,112.55 $10,474,957.78 Class I Shares 3,142,096.13 $28,938,705.37 Class N Shares 19,656,531.76 $181,036,657.53 Class S Shares 27,507.64 $253,895.53 Class T Shares 673,756.60 $6,212,035.93 Class A Shares 5,170,400.84 $231,220,325.83 Class C Shares 3,945,722.82 $165,444,158.09 Class D Shares 26,791,675.21 $1,214,198,720.79 Class I Shares 8,380,592.58 $380,059,873.55 Class S Shares 315,901.06 $13,972,304.06 Class T Shares 26,591,307.09 $1,201,661,167.40 Class A Shares 1,140,553.19 $11,508,181.77 Class C Shares 660,336.93 $6,576,955.82 Class D Shares 3,537,038.41 $35,971,680.65 Class I Shares 10,643,877.51 $108,141,795.52 Class S Shares 307,488.38 $3,099,482.95 Class T Shares 5,778,996.50 $58,714,604.46 Class A Shares 292,533.28 $18,543,684.81 Class C Shares 146,017.63 $9,093,978.00 Class D Shares 20,360,625.48 $1,274,982,367.93 Class I Shares 2,217,029.81 $140,692,712.25 Class R Shares 82,310.43 $5,179,795.93 Class S Shares 1,046,381.82 $66,466,173.46 Class T Shares 13,983,480.13 $875,086,186.79 Class A Shares 328,198.74 $4,292,839.58 Class C Shares 221,798.07 $2,832,361.44 Class D Shares 102,934,258.72 $1,336,086,678.20 Class I Shares 1,470,528.049 $19,131,569.92 Class R Shares 24,037.11 $311,761.38 Class S Shares 22,716.20 $298,718.08 Class T Shares 34,669,755.31 $450,706,819.11 Class A Shares 645,086.15 $14,695,062.59 Class C Shares 317,997.50 $6,763,806.91 Class D Shares 34,992,309.42 $811,121,732.45 Class I Shares 1,743,997.36 $40,687,458.41 Class S Shares 284,318.25 $6,402,847.08 Class T Shares 16,818,739.19 $388,176,500.69
Jason Global Unconstrained Bond Fund Janus Government Money Market Fund Janus Growth and Income Fund Janus High-Yield Fund Janus Money Market Fund Janus Multi-Sector Income Fund Janus Overseas FundFund Share Class Total Number of
Outstanding Shares Net Assets Class A Shares 10,167,142.42 $98,621,281.50 Class C Shares 5,612,325.80 $54,383,437.06 Class D Shares 1,563,376.95 $15,164,756.43 Class I Shares 145,223,896.49 $1,408,671,795.97 Class N Shares 484,633.28 $4,700,942.82 Class R Shares 31,166.47 $302,314.80 Class S Shares 53,017.53 $513,739.89 Class T Shares 19,437,605.35 $188,350,395.86 Class D Shares 183,004,905.79 $183,004,905.80 Class T Shares 9,034,913.65 $9,034,913.65 Class A Shares 602,723.94 $27,659,001.61 Class C Shares 441,086.73 $20,025,337.59 Class D Shares 61,357,656.88 $2,818,770,757.21 Class I Shares 1,550,516.98 $71,261,760.40 Class R Shares 70,604.39 $3,225,914.67 Class S Shares 513,793.43 $23,572,842.84 Class T Shares 31,484,818.92 $1,445,468,036.66 Class A Shares 7,527,232.68 $63,605,116.19 Class C Shares 5,442,154.78 $46,040,629.46 Class D Shares 42,490,190.00 $359,042,105.50 Class I Shares 60,672,371.31 $513,288,261.32 Class N Shares 3,321,776.01 $28,102,225.09 Class R Shares 167,608.37 $1,416,290.77 Class S Shares 215,783.80 $1,827,688.82 Class T Shares 117,417,866.17 $993,355,147.87 Class D Shares 916,018,524.99 $916,018,525.00 Class T Shares 14,884,216.65 $14,884,216.65 Class A Shares 1,096,884.23 $10,716,558.98 Class C Shares 453,512.06 $4,430,812.89 Class D Shares 1,522,789.21 $14,877,650.58 Class I Shares 3,406,093.15 $33,243,469.23 Class N Shares 235,598.91 $2,301,801.38 Class S Shares 179,810.66 $1,756,750.16 Class T Shares 1,078,649.50 $10,527,619.12 Class A Shares 780,079.35 $19,954,429.90 Class C Shares 651,128.63 $16,388,907.72 Class D Shares 24,627,050.44 $622,818,105.86 Class I Shares 2,157,404.27 $54,776,494.59 Class N Shares 1,056,126.12 $26,656,623.37 Class R Shares 1,334,435.74 $33,561,058.96 Class S Shares 5,631,413.55 $142,700,019.36 Class T Shares 21,449,131.55 $543,306,502.19
Janus Real Return Fund Janus Research Fund Janus Short-Term Bond Fund Janus Triton Fund Janus Venture Fund INTECH Emerging Markets Managed Volatility FundFund Share Class Total Number of
Outstanding Shares Net Assets Class A Shares 311,007.11 $2,948,347.42 Class C Shares 279,629.44 $2,639,701.94 Class D Shares 957,345.03 $9,085,204.34 Class I Shares 195,560.15 $1,844,132.26 Class S Shares 71,420.41 $678,493.90 Class T Shares 282,864.90 $2,675,901.96 Class A Shares 575,514.53 $23,020,581.48 Class C Shares 485,569.17 $18,558,454.02 Class D Shares 62,202,816.02 $2,505,529,429.61 Class I Shares 5,878,109.83 $236,417,577.68 Class N Shares 4,784,346.06 $192,426,398.85 Class S Shares 137,147.96 $5,422,830.65 Class T Shares 34,678,811.84 $1,397,209,329.32 Class A Shares 43,546,695.87 $131,511,021.53 Class C Shares 16,610,932.66 $50,165,016.65 Class D Shares 60,806,602.75 $183,635,940.32 Class I Shares 164,883,966.96 $497,949,580.22 Class N Shares 11,293,896.87 $34,107,568.57 Class S Shares 869,381.22 $2,616,837.49 Class T Shares 456,806,658.70 $1,379,556,109.30 Class A Shares 25,163,409.21 $589,327,043.89 Class C Shares 9,790,163.19 $215,677,295.16 Class D Shares 39,044,085.35 $929,249,231.38 Class I Shares 60,148,183.56 $1,439,346,032.69 Class N Shares 39,241,150.04 $941,002,778.06 Class R Shares 11,330,877.99 $259,363,797.24 Class S Shares 17,503,454.75 $406,605,253.84 Class T Shares 106,889,179.45 $2,530,066,877.68 Class A Shares 537,235.28 $34,538,856.41 Class C Shares 241,546.91 $14,712,622.35 Class D Shares 21,407,087.04 $1,405,803,406.11 Class I Shares 3,691,833.85 $243,144,177.56 Class N Shares 1,507,801.45 $99,710,910.22 Class S Shares 657,281.05 $41,993,686.60 Class T Shares 14,073,463.49 $914,915,861.74 Class A Shares 15,425.41 $138,211.69 Class C Shares 5,056.724 $45,358.81 Class D Shares 211,518.84 $1,895,208.87 Class I Shares 86,984.71 $779,383.05 Class S Shares 5,126.86 $45,988.00 Class T Shares 16,349.87 $146,494.92
INTECH Global Income Managed Volatility Fund INTECH International Managed Volatility Fund INTECH U.S. Managed Volatility Fund Perkins Global Value Fund Perkins International Value Fund Perkins Large Cap Value FundFund Share Class Total Number of
Outstanding Shares Net Assets Class A Shares 2,924,848.23 $35,712,396.97 Class C Shares 1,329,653.20 $16,115,396.87 Class D Shares 4,261,108.48 $51,900,301.32 Class I Shares 3,550,759.16 $43,461,292.13 Class S Shares 26,572.06 $323,647.73 Class T Shares 5,009,798.17 $61,069,439.72 Class A Shares 1,371,612.34 $10,067,634.58 Class C Shares 312,623.40 $2,257,141.01 Class D Shares 350,858.57 $2,550,741.85 Class I Shares 3,193,279.91 $23,279,010.54 Class N Shares 6,669,745.48 $48,555,747.15 Class S Shares 190,107.31 $1,399,189.83 Class T Shares 3,034,616.02 $22,061,658.50 Class A Shares 4,070,744.00 $39,567,631.77 Class C Shares 2,577,981.05 $24,465,040.19 Class D Shares 2,060,191.63 $19,798,441.63 Class I Shares 20,924,214.42 $203,174,122.06 Class N Shares 7,254,661.57 $70,225,124.03 Class S Shares 362,421.52 $3,519,113.05 Class T Shares 16,836,562.86 $161,799,369.12 Class A Shares 1,167,296.50 $15,244,892.33 Class C Shares 668,605.40 $8,571,521.33 Class D Shares 6,331,335.80 $83,447,005.94 Class I Shares 2,534,033.87 $32,815,738.69 Class N Shares 205,049.74 $2,643,091.26 Class S Shares 3,918.72 $52,236.55 Class T Shares 4,063,535.57 $53,435,492.80 Class A Shares 38,329.73 $373,714.88 Class C Shares 26,345.25 $256,602.79 Class D Shares 263,184.43 $2,558,152.74 Class I Shares 651,407.62 $6,325,168.04 Class N Shares 161,206.62 $1,568,540.50 Class S Shares 22,709.85 $221,875.24 Class T Shares 77,452.68 $752,840.11 Class A Shares 253,779.47 $3,946,270.85 Class C Shares 127,784.56 $1,964,048.72 Class D Shares 3,004,350.91 $46,417,221.62 Class I Shares 2,284,576.10 $35,456,621.20 Class N Shares 4,707,404.40 $72,917,694.30 Class S Shares 17,863.37 $280,097.70 Class T Shares 338,316.90 $5,220,229.84
Perkins Mid Cap Value Fund Perkins Select Value Fund Perkins Small Cap Value Fund Perkins Value Plus Income FundFund Share Class Total Number of
Outstanding Shares Net Assets Class A Shares 7,639,464.28 $128,113,815.98 Class C Shares 4,967,656.46 $81,916,655.16 Class D Shares 50,216,063.57 $830,071,530.94 Class I Shares 56,901,875.47 $941,726,039.16 Class L Shares 562,123.18 $9,527,987.90 Class N Shares 5,830,040.41 $96,079,065.99 Class R Shares 4,527,385.45 $75,064,050.91 Class S Shares 11,957,423.23 $200,167,264.92 Class T Shares 104,000,664.76 $1,727,451,041.73 Class A Shares 31,058.14 $403,445.32 Class C Shares 17,136.50 $219,004.47 Class D Shares 1,626,022.94 $21,187,079.01 Class I Shares 5,239,471.35 $68,322,706.51 Class S Shares 5,966.70 $77,507.46 Class T Shares 375,641.05 $4,894,603.00 Class A Shares 2,194,393.52 $49,110,527.07 Class C Shares 849,415.94 $18,160,512.95 Class D Shares 6,590,690.13 $146,115,600.29 Class I Shares 40,577,911.88 $904,075,876.69 Class L Shares 9,295,331.28 $212,026,506.66 Class N Shares 11,924,198.34 $265,074,929.12 Class R Shares 1,189,321.22 $26,022,348.32 Class S Shares 3,288,415.91 $72,641,107.65 Class T Shares 34,712,670.63 $771,315,541.47 Class A Shares 581,609.80 $6,618,719.63 Class C Shares 459,881.11 $5,242,644.65 Class D Shares 2,782,193.73 $31,689,186.66 Class I Shares 450,689.34 $5,137,858.50 Class S Shares 167,715.25 $1,910,276.72 Class T Shares 415,135.80 $4,728,396.81
Dates Relating to Current Advisory Agreements
| Fund | Date of Current Advisory Agreement | Date Current Advisory Agreement Last Approved by Shareholders | Date Current Advisory Agreement Last Approved For Continuance by the Board | |||
| Janus Adaptive Global Allocation Fund | June 23, 2015 | June 22, 2015(1) | December 9, 2015 | |||
Janus Asia Equity Fund | July 29, 2011 | July 29, 2011(1) | December 9, 2015 | |||
Janus Balanced Fund | July 1, 2004, as amended February 1, 2006 and June 14, 2006 | January 9, 2006 | December 9, 2015 | |||
Janus Contrarian Fund | July 1, 2004, as amended February 1, 2006, June 14, 2006, July 6, 2009 and December 3, 2010 | January 9, 2006 | December 9, 2015 | |||
| Janus Diversified Alternatives Fund | December 28, 2012 | December 27, 2012(1) | December 9, 2015 | |||
Janus Enterprise Fund | July 1, 2004, as amended February 1, 2006 and June 14, 2006 | January 9, 2006 | December 9, 2015 | |||
Janus Flexible Bond Fund | July 6, 2009 | January 9, 2006 | December 9, 2015 | |||
Janus Forty Fund | July 1, 2010, as amended December 3, 2010 | June 29, 2010 | December 9, 2015 | |||
| Janus Global Allocation Fund – Conservative | December 30, 2005, as amended June 14, 2006, August 2, 2010 and February 15, 2013 | December 30, 2005(1) | December 9, 2015 | |||
| Janus Global Allocation Fund – Growth | December 30, 2005, as amended June 14, 2006, August 2, 2010 and February 15, 2013 | December 30, 2005(1) | December 9, 2015 | |||
| Janus Global Allocation Fund – Moderate | December 30, 2005, as amended June 14, 2006, August 2, 2010 and February 15, 2013 | December 30, 2005(1) | December 9, 2015 | |||
Janus Global Bond Fund | December 28, 2010 | December 27, 2010(1) | December 9, 2015 | |||
Janus Global Life Sciences Fund | July 1, 2004, as amended February 1, 2006 and June 14, 2006 | January 9, 2006 | December 9, 2015 | |||
Janus Global Real Estate Fund | July 1, 2010, as amended December 3, 2010 | June 10, 2010 | December 9, 2015 | |||
Janus Global Research Fund | July 1, 2004, as amended February 1, 2006, June 14, 2006, July 6, 2009, December 3, 2010 and March 18, 2013 | January 9, 2006 | December 9, 2015 | |||
Janus Global Select Fund | July 1, 2004, as amended February 1, 2006, June 14, 2006 and September 15, 2010 | December 29, 2005 | December 9, 2015 | |||
Janus Global Technology Fund | July 1, 2004, as amended February 1, 2006 and June 14, 2006 | January 9, 2006 | December 9, 2015 | |||
| Janus Global Unconstrained Bond Fund | May 27, 2014, as amended October 6, 2014 and October 5, 2016 | May 23, 2014(1) | December 9, 2015 | |||
| Janus Government Money Market Fund | April 3, 2002, as amended February 1, 2006 | January 9, 2006 | December 9, 2015 | |||
Janus Growth and Income Fund | July 1, 2004, as amended February 1, 2006, June 14, 2006 and June 24, 2010 | January 9, 2006 | December 9, 2015 | |||
| Fund | Date of Current Advisory Agreement | Date Current Advisory Agreement Last Approved by Shareholders | Date Current Advisory Agreement Last Approved For Continuance by the Board | |||
Janus High-Yield Fund | July 1, 2004, as amended February 1, 2006 and June 14, 2006 | January 9, 2006 | December 9, 2015 | |||
Janus Money Market Fund | April 3, 2002, as amended February 1, 2006 | January 9, 2006 | December 9, 2015 | |||
Janus Multi-Sector Income Fund | February 28, 2014 | February 27, 2014(1) | December 9, 2015 | |||
Janus Overseas Fund | August 1, 2010, as amended December 3, 2010 | July 14, 2010 | December 9, 2015 | |||
Janus Real Return Fund | May 13, 2011, as amended October 15, 2012 | May 13, 2011(1) | December 9, 2015 | |||
Janus Research Fund | July 1, 2004, as amended February 1, 2006, June 14, 2006, December 31, 2006, July 6, 2009 and December 3, 2010 | January 9, 2006 | December 9, 2015 | |||
Janus Short-Term Bond Fund | July 1, 2004, as amended February 1, 2006 and June 14, 2006 | December 29, 2005 | December 9, 2015 | |||
Janus Triton Fund | December 2, 2004, as amended February 1, 2006 and June 14, 2006 | December 29, 2005 | December 9, 2015 | |||
Janus Venture Fund | July 1, 2004, as amended February 1, 2006 and June 14, 2006 | December 29, 2005 | December 9, 2015 | |||
| INTECH Emerging Markets Managed Volatility Fund | December 17, 2014 | December 16, 2014(1) | December 9, 2015 | |||
| INTECH Global Income Managed Volatility Fund | December 15, 2011, as amended December 17, 2014 | December 16, 2011(1) | December 9, 2015 | |||
| INTECH International Managed Volatility Fund | July 6, 2009, as amended December 7, 2011 and December 17, 2014 | July 1, 2009(1) | December 9, 2015 | |||
| INTECH U.S. Managed Volatility Fund | July 6, 2009, as amended December 7, 2011 and December 17, 2014 | July 1, 2009(1) | December 9, 2015 | |||
Perkins Global Value Fund | July 1, 2010, as amended December 3, 2010 | June 29, 2010 | December 9, 2015 | |||
Perkins International Value Fund | April 1, 2013 | March 28, 2013(1) | December 9, 2015 | |||
Perkins Large Cap Value Fund | July 6, 2009, as amended December 3, 2010 | July 1, 2009(1) | December 9, 2015 | |||
Perkins Mid Cap Value Fund | December 31, 2008, as amended July 6, 2009 and December 3, 2010 | December 16, 2008 | December 9, 2015 | |||
Perkins Select Value Fund | December 15, 2011 | December 14, 2011(1) | December 9, 2015 | |||
Perkins Small Cap Value Fund | December 31, 2008, as amended July 6, 2009 and December 3, 2010 | November 25, 2008 | December 9, 2015 | |||
Perkins Value Plus Income Fund | July 30, 2010 | July 29, 2010(1) | December 9, 2015 | |||
| (1) | Approved by initial shareholder in connection with the Fund’s commencement of operations. |
Advisory Fee Rates and Sub-Advisory Fee Rates
Advisory Fee Rates
Fund | Fiscal Year End | Contractual Investment | ||||||||
Janus Adaptive Global Allocation Fund | 6/30 | First $2 Billion Next $2 Billion Over $4 Billion | 0.75% 0.72% 0.70% | |||||||
Janus Asia Equity Fund* | 9/30 | N/A | 0.92% | |||||||
Janus Balanced Fund | 9/30 | All Asset Levels | 0.55% | |||||||
Janus Contrarian Fund* | 9/30 | N/A | 0.64% | |||||||
Janus Diversified Alternatives Fund | 6/30 | First $1 Billion Over $1 Billion | 1.00% 0.95% | |||||||
Janus Enterprise Fund | 9/30 | All Asset Levels | 0.64% | |||||||
Janus Flexible Bond Fund | 6/30 | First $300 Million Over $300 Million | 0.50% 0.40% | |||||||
Janus Forty Fund* | 9/30 | N/A | 0.64% | |||||||
Janus Global Allocation Fund – Conservative | 6/30 | All Asset Levels | 0.05% | |||||||
Janus Global Allocation Fund – Growth | 6/30 | All Asset Levels | 0.05% | |||||||
Janus Global Allocation Fund – Moderate | 6/30 | All Asset Levels | 0.05% | |||||||
Janus Global Bond Fund | 6/30 | First $1 Billion Next $1 Billion Over $2 Billion | 0.60% 0.55% 0.50% | |||||||
Janus Global Life Sciences Fund | 9/30 | All Asset Levels | 0.64% | |||||||
Janus Global Real Estate Fund* | 9/30 | N/A | 0.75% | |||||||
Janus Global Research Fund* | 9/30 | N/A | 0.60% | |||||||
Janus Global Select Fund | 9/30 | All Asset Levels | 0.64% | |||||||
Janus Global Technology Fund | 9/30 | All Asset Levels | 0.64% | |||||||
Janus Global Unconstrained Bond Fund | 6/30 | First $1 Billion Next $2 Billion Over $3 Billion | 0.65% 0.62% 0.60% | |||||||
Janus Government Money Market Fund | 6/30 | All Asset Levels | 0.20% | |||||||
Janus Growth and Income Fund | 9/30 | All Asset Levels | 0.60% | |||||||
Janus High-Yield Fund | 6/30 | First $300 Million Over $300 Million | 0.65% 0.55% | |||||||
Janus Money Market Fund | 6/30 | All Asset Levels | 0.20% | |||||||
Janus Multi-Sector Income Fund | 6/30 | First $200 Million Next $500 Million Over $700 Million | 0.60% 0.57% 0.55% | |||||||
Janus Overseas Fund* | 9/30 | N/A | 0.64% | |||||||
Janus Real Return Fund | 6/30 | First $1 Billion Next $4 Billion Over $5 Billion | 0.55% 0.53% 0.50% | |||||||
Janus Research Fund* | 9/30 | N/A | 0.64% | |||||||
Janus Short-Term Bond Fund | 6/30 | First $300 Million Over $300 Million | 0.64% 0.54% | |||||||
Janus Triton Fund | 9/30 | All Asset Levels | 0.64% | |||||||
Janus Venture Fund | 9/30 | All Asset Levels | 0.64% | |||||||
| INTECH Emerging Markets Managed Volatility Fund | 6/30 | First $2 Billion Next $1 Billion Over $3 Billion | 0.95% 0.92% 0.90% | |||||||
| INTECH Global Income Managed Volatility Fund | 6/30 | All Asset Levels | 0.55% | |||||||
INTECH International Managed Volatility Fund | 6/30 | All Asset Levels | 0.55% | |||||||
Fund | Fiscal Year End | Contractual Investment | ||||||||
INTECH U.S. Managed Volatility Fund | 6/30 | All Asset Levels | 0.50% | |||||||
Perkins Global Value Fund* | 9/30 | N/A | 0.64% | |||||||
Perkins International Value Fund | 9/30 | All Asset Levels | 0.80% | |||||||
Perkins Large Cap Value Fund* | 6/30 | N/A | 0.64% | |||||||
Perkins Mid Cap Value Fund* | 6/30 | N/A | 0.64% | |||||||
Perkins Select Value Fund* | 6/30 | N/A | 0.70% | |||||||
Perkins Small Cap Value Fund* | 6/30 | N/A | 0.72% | |||||||
Perkins Value Plus Income Fund | 6/30 | All Asset Levels | 0.60% | |||||||
| (1) Before | the application of any performance adjustment (if applicable) and before fee waiver or expense reimbursement. See below for additional information regarding performance fees and seeAppendix G for additional information regarding fee waivers and expense reimbursements. |
Sub-Advisory Fee Rates
Fund | Fiscal Year End | Contractual Sub-Advisory Fee Rate(1) | ||||
| Janus Asia Equity Fund* | 9/30 | 50% of the advisory fee payable to Janus Capital Sub-advisory fee is net of any performance fee adjustment, reimbursement of expenses incurred or fees waived by Janus Capital. | ||||
| INTECH Emerging Markets Managed Volatility Fund | 6/30 | First $2 billion 0.475% Next $1 billion 0.46% Over $3 billion 0.45% Sub-advisory fee is net of any reimbursement of expenses incurred, fees waived by Janus Capital, or any recoupment of such reimbursement or fee reduction, each of which are shared equally between Janus Capital and INTECH. | ||||
| INTECH Global Income Managed Volatility Fund | 6/30 | All Asset Levels 0.275% Sub-advisory fee is net of any reimbursement of expenses incurred, fees waived by the Adviser, or any recoupment of such reimbursement or fee reduction, each of which are shared equally between Janus Capital and INTECH. | ||||
| INTECH International Managed Volatility Fund | 6/30 | 50% of the advisory fee payable to Janus Capital Janus Capital and INTECH have agreed that for any period Janus Capital reimburses or waives fees payable by the Fund pursuant to any contractual expense waiver agreement, the sub-advisory fee payable to INTECH would be decreased by an amount equal to 50% of the amount of any such reimbursement or waiver; similarly, for any period Janus Capital recoups any reimbursement or fee reduction, INTECH shall receive an amount equal to 50% of the amount of any such recoupment. | ||||
| INTECH U.S. Managed Volatility Fund | 6/30 | 50% of the advisory fee payable to Janus Capital Janus Capital and INTECH have agreed that for any period Janus Capital reimburses or waives fees payable by the Fund pursuant to any contractual expense waiver agreement, the sub-advisory fee payable to INTECH would be decreased by an amount equal to 50% of the amount of any such reimbursement or waiver; similarly, for any period Janus Capital recoups any reimbursement or fee reduction, INTECH shall receive an amount equal to 50% of the amount of any such recoupment. | ||||
| Perkins Global Value Fund* | 9/30 | 50% of the advisory fee payable to Janus Capital Sub-Advisory fee is net of any performance fee adjustment, reimbursement of expenses incurred or fees waived by Janus Capital. | ||||
| Perkins International Value Fund | 9/30 | All Asset Levels 0.40% Sub-advisory fee is net of reimbursement of expenses or fees waived or reimbursed by Janus Capital. | ||||
| Perkins Large Cap Value Fund* | 6/30 | 50% of the advisory fee payable to Janus Capital Sub-Advisory fee is net of any performance fee adjustment, reimbursement of expenses incurred or fees waived by Janus Capital. | ||||
Fund | Fiscal Year End | Contractual Sub-Advisory Fee Rate(1) | ||||
| Perkins Mid Cap Value Fund* | 6/30 | 50% of the advisory fee payable to Janus Capital Sub-Advisory fee is net of any performance fee adjustment, reimbursement of expenses incurred or fees waived by Janus Capital. | ||||
| Perkins Select Value Fund* | 6/30 | 50% of the advisory fee payable to Janus Capital Sub-Advisory fee is net of any performance fee adjustment, reimbursement of expenses incurred or fees waived by Janus Capital. | ||||
| Perkins Small Cap Value Fund* | 6/30 | 50% of the advisory fee payable to Janus Capital Sub-Advisory fee is net of any performance fee adjustment, reimbursement of expenses incurred or fees waived by Janus Capital. | ||||
| Perkins Value Plus Income Fund | 6/30 | All Asset Levels 0.15% Sub-advisory fee is net of reimbursement of advisory fees waived or reimbursed by Janus Capital. | ||||
| * | Additional Information Regarding Performance Fees: |
For each Fund listed in the chart below (and as noted in the chart above), the investment advisory fee rate is determined by calculating a base fee (shown in the previous table) and applying a performance adjustment (described in further detail below). The performance adjustment either increases or decreases the base fee rate depending on how well each Fund has performed relative to its benchmark index (“Performance Fee Benchmark”) as shown below:
| Fund | Benchmark Index | Full Outperformance/Underperformance | ||
Janus Asia Equity Fund | MSCI All Country Asiaex-Japan IndexSM | 7.00% | ||
Janus Contrarian Fund | S&P 500® Index | 7.00% | ||
Janus Forty Fund | Russell 1000® Growth Index | 8.50% | ||
Janus Global Real Estate Fund | FTSE EPRA/NAREIT Global Index | 4.00% | ||
Janus Global Research Fund | MSCI World IndexSM | 6.00% | ||
Janus Overseas Fund | MSCI All Country Worldex-U.S. IndexSM | 7.00% | ||
Janus Research Fund | Russell 1000® Growth Index | 5.00% | ||
Perkins Global Value Fund | MSCI World IndexSM | 7.00% | ||
Perkins Large Cap Value Fund | Russell 1000® Value Index | 3.50% | ||
Perkins Mid Cap Value Fund | Russell Midcap® Value Index | 4.00% | ||
Perkins Select Value Fund | Russell 3000® Value Index | 5.00% | ||
Perkins Small Cap Value Fund | Russell 2000® Value Index | 5.50% |
The calculation of the performance adjustment applies as follows:
Investment Advisory Fee = Base Fee Rate +/– Performance Adjustment
The investment advisory fee rate paid to the Adviser by each Fund in the table above consists of two components: (1) a base fee calculated by applying the contractual fixed rate of the advisory fee to the Fund’s average daily net assets during the previous month (“Base Fee Rate”), plus or minus (2) aperformance-fee adjustment (“Performance Adjustment”) calculated by applying a variable rate of up to 0.15% (positive or negative) to the Fund’s average daily net assets during the applicable performance measurement period. The performance measurement period is the previous 36 months.
As an example, if the Fund outperformed its Performance Fee Benchmark over the 36-month performance measurement period by its full performance rate (listed in the table above), the advisory fee rate would increase by a full 0.15% (assuming constant assets). Conversely, if the Fund underperformed its Performance Fee Benchmark over the performance measurement period by its full performance rate, the advisory fee rate would decrease by a full 0.15% (assuming constant assets). No performance adjustment is applied unless the difference between the Fund’s investment performance and the cumulative investment record of the Fund’s Performance Fee Benchmark is 0.50% or greater (positive or negative) during the applicable performance measurement period. The Base Fee Rate is subject to an upward or downward performance adjustment for every full 0.50% increment by which the Fund outperforms or underperforms the Performance Fee Benchmark. Actual performance within the
full range of the performance rate may result in positive or negative incremental adjustments to the advisory fee rate of greater or lesser than 0.15%.
Because the Performance Adjustment is tied to a Fund’s relative performance compared to its Performance Fee Benchmark (and not its absolute performance), the Performance Adjustment could increase the Adviser’s fee even if the Fund’s shares lose value during the performance measurement period and could decrease the Adviser’s fee even if the Fund’s shares increase in value during the performance measurement period. For purposes of computing the Base Fee Rate and the Performance Adjustment, net assets are averaged over different periods (average daily net assets during the previous month for the Base Fee Rate, versus average daily net assets during the performance measurement period for the Performance Adjustment). Performance of a Fund is calculated net of expenses whereas a Fund’s Performance Fee Benchmark does not have any fees or expenses. Reinvestment of dividends and distributions is included in calculating both the performance of a Fund and the Fund’s Performance Fee Benchmark. The Base Fee Rate is calculated and accrued daily. The Performance Adjustment is calculated monthly in arrears and is accrued throughout the month. The investment advisory fee is paid monthly in arrears. Under extreme circumstances involving underperformance by a rapidly shrinking Fund, the dollar amount of the Performance Adjustment could be more than the dollar amount of the Base Fee Rate. In such circumstances, the Adviser would reimburse the applicable Fund. The application of an expense limit, if any, can have a positive effect upon a Fund’s performance and may result in an increase in the Performance Adjustment. It is possible that the cumulative dollar amount of additional compensation ultimately payable to the Adviser may, under some circumstances, exceed the cumulative dollar amount of management fees waived by Janus Capital.
The investment performance of a Fund’s Class A Shares (waiving the upfront sales load) for the performance measurement period is used to calculate the Performance Adjustment. After the Adviser determines whether a particular Fund’s performance was above or below its Performance Fee Benchmark by comparing the investment performance of the Fund’s load-waived Class A Shares against the cumulative investment record of that Fund’s Performance Fee Benchmark, the Adviser applies the same Performance Adjustment (positive or negative) across each other class of shares of the Fund, as applicable. It is not possible to predict the effect of the Performance Adjustment on future overall compensation to the Adviser since it depends on the performance of each Fund relative to the record of the Fund’s Performance Fee Benchmark and future changes to the size of each Fund.
Dates Relating to CurrentSub-Advisory Agreements
| Fund | Date of CurrentSub- Advisory Agreement | Date CurrentSub- Advisory Agreement Last Approved by Shareholders | Date CurrentSub- Advisory Agreement Last Approved For Continuance by the Board | |||
INTECH Funds: | ||||||
| INTECH Emerging Markets Managed Volatility Fund | December 17, 2014 | December 16, 2014(1) | December 9, 2015 | |||
| INTECH Global Income Managed Volatility Fund | December 15, 2011, as amended December 17, 2014 | December 14, 2011(1) | December 9, 2015 | |||
| INTECH International Managed Volatility Fund | July 6, 2009, as amended December 7, 2011 and December 17, 2014 | July 1, 2009(1) | December 9, 2015 | |||
| INTECH U.S. Managed Volatility Fund | July 6, 2009, as amended December 7, 2011 and December 17, 2014 | July 1, 2009(1) | December 9, 2015 | |||
Perkins Funds: | ||||||
Perkins Global Value Fund | July 1, 2010, as amended December 7, 2012 | June 29, 2010 | December 9, 2015 | |||
Perkins International Value Fund | April 1, 2013 | March 28, 2013(1) | December 9, 2015 | |||
Perkins Large Cap Value Fund | July 6, 2009, as amended December 7, 2012 | July 1, 2009(1) | December 9, 2015 | |||
Perkins Mid Cap Value Fund | December 31, 2008, as amended December 7, 2012 | December 16, 2008 | December 9, 2015 | |||
Perkins Select Value Fund | December 15, 2011 | December 14, 2011(1) | December 9, 2015 | |||
Perkins Small Cap Value Fund | December 31, 2008, as amended December 7, 2012 | November 25, 2008 | December 9, 2015 | |||
Perkins Value Plus Income Fund | July 30, 2010, as amended December 7, 2012 | July 29, 2010(1) | December 9, 2015 | |||
Janus Singapore Fund: | ||||||
Janus Asia Equity Fund | July 29, 2011 | July 29, 2011(1) | December 9, 2015 | |||
| (1) | Approved by initial shareholder in connection with the Fund’s commencement of operations. |
Comparable Funds
The following table sets forth information regarding other registered investment companies or series thereof (other than the Trust and the Funds) managed by the Adviser, aSub-Adviser or Henderson that have similar investment strategies to a Fund.
| Fund | Comparable Fund | Comparable Fund Contractual Fee Rate | Comparable Fund Waivers | Comparable Fund Net Assets (as of 9/30/16) | ||||||||
| Janus Adaptive Global Allocation Fund | N/A | |||||||||||
Janus Asia Equity Fund | N/A | |||||||||||
Janus Balanced Fund | Janus Aspen Series – Balanced Portfolio | First $300 Million Over $300 Million | 0.55% 0.45% | — | $2.42 Billion | |||||||
| Mainstay VP Janus Balanced Portfolio(1) | First $250 Million Over $250 Million | 0.27% 0.25% | — | $1.02 Billion | ||||||||
| Ohio National Fund, Inc., Risk Managed Balanced Portfolio(1) | First $500 Million Over $500 Million | 0.35% 0.25% | — | $200 Million | ||||||||
| Transamerica Janus Balanced VP(1) | First $1 Billion Over $1 Billion | 0.325% 0.30% | — | $745 Million | ||||||||
Janus Contrarian Fund | N/A | |||||||||||
| Janus Diversified Alternatives Fund | N/A | |||||||||||
Janus Enterprise Fund | Janus Aspen Series – Enterprise Portfolio | All Asset Levels | 0.64% | — | $870 Million | |||||||
| VALIC Company I – Mid Cap Strategic Growth Fund(1) | First $50 Million Over $50 Million | 0.44% 0.40% | — | $151 Million | ||||||||
| Guardian Mid Cap Traditional Growth VIP Fund(1) | First $50 Million Over $50 Million | 0.44% 0.40% | — | $10 Million | ||||||||
| Transamerica JanusMid-Cap Growth VP(1) | First $500 Million Next $500 Million Over $1 Billion | 0.375% 0.34% 0.32% | — | $571 Million | ||||||||
Janus Flexible Bond Fund | Janus Aspen Series – Flexible Bond Portfolio | First $300 Million Over $300 Million | 0.55% 0.45% | Expense limit: 0.57% | $769 Million | |||||||
Bridge Builder Trust – Core Plus Bond Fund(1) | First $250 Million Next $250 Million | 0.23% 0.18% | — | $1.21 Billion | ||||||||
Next $3.5 Billion Over $4 Billion | 0.165% 0.15% | |||||||||||
Janus Forty Fund | Janus Aspen Series – Forty Portfolio | N/A | 0.64% | * | — | $746 Million | ||||||
| SunAmerica Series Trust – SA Janus Focused Growth Portfolio(1) | First $250 Million Over $250 Million | 0.35% 0.30% | — | $255 Million | ||||||||
| Janus Global Allocation Fund – Conservative | N/A | |||||||||||
| Janus Global Allocation Fund – Growth | N/A | |||||||||||
| Janus Global Allocation Fund – Moderate | Janus Aspen Global Allocation Portfolio – Moderate | All Asset Levels | 0.05% | Expense limit: 0.14% | $9 Million | |||||||
| Janus Global Bond Fund | N/A | |||||||||||
| Janus Global Life Sciences Fund | N/A | |||||||||||
| Janus Global Real Estate Fund | N/A | |||||||||||
Janus Global Research Fund | Janus Aspen Series – Global Research Portfolio | N/A | 0.60% | * | — | $677 Million | ||||||
Janus Global Select Fund | N/A | |||||||||||
| Janus Global Technology Fund | Janus Aspen Series – Global Technology Portfolio | All Asset Levels | 0.64% | Expense limit: 0.90% | $258 Million | |||||||
| Henderson Global Technology Fund | First $1 Billion Over $1 Billion | 0.90% 0.80% | Expense limit: 1.75% | $218 Million | ||||||||
| Janus Global Unconstrained Bond Fund | Janus Aspen Series – Global Unconstrained Bond Portfolio | First $1 Billion Next $2 Billion Over $3 Billion | 0.65% 0.62% 0.60% | Expense limit: 0.68% | $6.7 Million | |||||||
| Fund | Comparable Fund | Comparable Fund Contractual Fee Rate | Comparable Fund Waivers | Comparable Fund Net Assets (as of 9/30/16) | ||||||||
| Janus Government Money Market Fund | N/A | |||||||||||
| Janus Growth and Income Fund | N/A | |||||||||||
| Janus High-Yield Fund | Henderson High Yield Opportunities Fund | All Asset Levels | 0.50% | Expense Limit: 0.68% | $2 Billion | |||||||
| Janus Money Market Fund | N/A | |||||||||||
| Janus Multi-Sector Income Fund | N/A | |||||||||||
| Janus Overseas Fund | Janus Aspen Series – Overseas Portfolio | N/A | 0.64% | * | — | $740 Million | ||||||
| Janus Real Return Fund | N/A | |||||||||||
| Janus Research Fund | Seasons Series Trust Multi-Managed Growth Portfolio(1) | First $100 Million Next $100 Million Over $200 Million | 0.55% 0.42% 0.40% | — | $30 Million | |||||||
| Seasons Series Trust Multi-Managed Moderate Growth Portfolio(1) | First $100 Million Next $100 Million Over $200 Million | 0.55% 0.42% 0.40% | — | $38 Million | ||||||||
| Seasons Series Trust Multi-Managed Income/Equity Portfolio(1) | First $100 Million Next $100 Million Over $200 Million | 0.55% 0.42% 0.40% | — | $22 Million | ||||||||
| Seasons Series Trust Multi-Managed Income Portfolio(1) | First $100 Million Next $100 Million Over $200 Million | 0.55% 0.42% 0.40% | — | $9 Million | ||||||||
| Seasons Series Trust Large Cap Growth Portfolio(1) | First $100 Million Next $100 Million Over $200 Million | 0.55% 0.42% 0.40% | — | $163 Million | ||||||||
BlackRock FDP Series – FDP BlackRock Janus Growth Fund(1) | First $200 Million Over $200 Million | 0.40% 0.35% | — | $129 Million | ||||||||
Janus Short-Term Bond Fund | N/A | |||||||||||
| Janus Triton Fund | Penn Series Fund, Inc. – Small Cap Growth Fund(1) | All Assets | 0.55% | — | $88 Million | |||||||
Janus Venture Fund | Ohio National Fund, Inc. – Ohio National Small Cap Growth Portfolio(1) | First $150 Million Over $150 Million | 0.55% 0.45% | — | $238 Million | |||||||
| INTECH Emerging Markets Managed Volatility Fund | N/A | |||||||||||
| INTECH Global Income Managed Volatility Fund | N/A | |||||||||||
| INTECH International Managed Volatility Fund | N/A | |||||||||||
| INTECH U.S. Managed Volatility Fund | N/A | |||||||||||
| Perkins Global Value Fund | Russell Tax-Managed International Equity Fund** | First $500 Million Over $500 Million | 0.30% 0.28% | — | $104 Million | |||||||
Russell Multi-Strategy Income Fund** | First $300 Million Next $200 Million Over $500 Million | 0.35% 0.32% 0.28% | — | $66 Million | ||||||||
| Perkins International Value Fund | N/A | |||||||||||
| Perkins Large Cap Value Fund | VALIC Company II – Large Cap Value Fund(2) | First $500 Million Over $500 Million | 0.25% 0.225% | — | $64 Million | |||||||
| Perkins Mid Cap Value Fund | Janus Aspen Series – Perkins Mid Cap Value Portfolio(3) | N/A | 0.64% | * | Expense limit: 0.77% | $108 Million | ||||||
| Perkins Select Value Fund | N/A | |||||||||||
| Perkins Small Cap Value Fund | N/A | |||||||||||
| Perkins Value Plus Income Fund | N/A | |||||||||||
| * | The fee rate shown is the base fee and is subject to a performance adjustment up down by up to 0.15% (assuming constant assets). Net assets are averaged over different periods for the base fee rate and the performance adjustment. |
| ** | Janus Capital provides non-discretionary advisory services. |
| (1) | Subadvised by Janus Capital. |
| (2) | Subadvised by Janus Capital and sub-subadvised by Perkins. Janus Capital pays to Perkins a sub-advisory fee of 50% of the sub-advisory fee received by Janus Capital. |
| (3) | Advised by Janus Capital and subadvised by Perkins. Janus Capital pays to Perkins asub-advisory fee of 50% of the advisory fee received by Janus Capital. |
Information Regarding Officers and Directors of Adviser andSub-Advisers
Janus Capital Management LLC(1)
| Name | Janus Capital/Affiliated Entity Name | Position(s) with Janus Capital or Affiliated Entity | ||
Enrique Chang | Janus Capital Group Inc. | President – Head of Investments | ||
| Janus Capital Management LLC | President – Head of Investments | |||
| Perkins Investment Management LLC | Director | |||
| Janus Capital International Limited | Director | |||
Augustus Cheh | Janus Capital Management LLC | Executive Vice President | ||
| Janus Capital Asia Limited | Director | |||
| Janus Capital Trust Manager Limited | Director | |||
| Janus Capital International Limited | Director | |||
Michael Drew Elder | Janus Capital Group Inc. | Executive Vice President | ||
| Janus Capital Management LLC | Executive Vice President | |||
| Janus Distributors LLC | President | |||
| Perkins Investment Management LLC | Director | |||
David W. Grawemeyer | Janus Capital Group Inc. | General Counsel and Executive Vice President | ||
| Janus Capital Management LLC | Executive Vice President | |||
| Janus Management Holdings Corp. | General Counsel, Executive Vice President, and Director | |||
| Janus International Holding LLC | General Counsel and Executive Vice President | |||
Brennan A. Hughes | Janus Capital Group Inc. | Chief Accounting Officer and Senior Vice President | ||
| Janus Capital Management LLC | Chief Accounting Officer and Senior Vice President | |||
| Janus Distributors LLC | Chief Accounting Officer and Senior Vice President | |||
| Janus Services LLC | Chief Accounting Officer and Senior Vice President | |||
| The Janus Foundation | Director | |||
| Janus Management Holdings Corp. | Chief Accounting Officer and Senior Vice President | |||
| Janus Holdings LLC | Senior Vice President | |||
| INTECH Investment Management LLC | Vice President | |||
| Perkins Investment Management LLC | Vice President and Controller | |||
| Janus International Holding LLC | Chief Accounting Officer, Senior Vice President, and Director | |||
| VS Holdings Inc. | Chief Accounting Officer, Senior Vice President, and Director | |||
| Janus Capital Asia Limited | Director | |||
| Janus Capital Taiwan Limited | Director | |||
| Janus Capital Singapore Pte. Limited | Director | |||
| Janus Capital International Limited | Director | |||
| Janus Capital Switzerland Limited | Director | |||
Bruce L. Koepfgen | Janus Capital Group Inc. | President | ||
| Janus Capital Management LLC | President | |||
| Janus Distributors LLC | Executive Vice President | |||
| Janus Management Holdings Corp. | Executive Vice President and Director | |||
| INTECH Investment Management LLC | Executive Vice President and Working Director | |||
| Perkins Investment Management LLC | Executive Vice President and Director | |||
| Janus International Holding LLC | Executive Vice President and Director | |||
| VS Holdings Inc. | President and Director | |||
| Kapstream Capital Pty Limited | Director | |||
David R. Kowalski | Janus Capital Management LLC | Chief Compliance Officer and Senior Vice President | ||
| Janus Distributors LLC | Chief Compliance Officer and Senior Vice President | |||
| Janus Services LLC | Chief Compliance Officer and Senior Vice President | |||
| The Janus Foundation | Director | |||
| INTECH Investment Management LLC | Vice President | |||
| Perkins Investment Management LLC | Vice President | |||
| VS Holdings Inc. | Chief Compliance Officer and Senior Vice President | |||
Tiphani D. Krueger | Janus Capital Group Inc. | Executive Vice President | ||
| Janus Capital Management LLC | Executive Vice President | |||
| The Janus Foundation | President and Director | |||
| Janus Management Holdings Corp. | Executive Vice President | |||
Mari Lakio-Grundy | Janus Capital Management LLC | Assistant General Counsel and Vice President | ||
| Name | Janus Capital/Affiliated Entity Name | Position(s) with Janus Capital or Affiliated Entity | ||
Adrian Lam | Janus Capital Management LLC | Assistant General Counsel and Vice President | ||
David Master | Janus Capital Management LLC | Chief Marketing Officer and Senior Vice President | ||
| Janus Holdings LLC | Senior Vice President | |||
Jennifer J. McPeek | Janus Capital Group Inc. | Chief Financial Officer and Executive Vice President | ||
| Janus Capital Management LLC | Chief Financial Officer and Executive Vice President | |||
| Janus Management Holdings Corp. | Chief Financial Officer and Executive Vice President | |||
| Perkins Investment Management LLC | Vice President and Director | |||
| VS Holdings Inc. | Chief Financial Officer and Executive Vice President | |||
| Kapstream Capital Pty Limited | Director | |||
Michelle R. Rosenberg | Janus Capital Management LLC | Deputy General Counsel and Senior Vice President | ||
| Janus Distributors LLC | Deputy General Counsel and Senior Vice President | |||
| Janus Services LLC | Deputy General Counsel and Senior Vice President | |||
| Janus Diversified Alternatives Subsidiary, Ltd. | Director | |||
| Janus Aspen Global Unconstrained Bond Subsidiary, Ltd. | Director | |||
| Janus Global Unconstrained Bond Subsidiary, Ltd. | Director | |||
Richard M. Weil | Janus Capital Group Inc. | Chief Executive Officer and Director | ||
| Janus Capital Management LLC | Chief Executive Officer | |||
| Janus Management Holdings Corp. | President and Director | |||
| INTECH Investment Management LLC | Working Director | |||
| Perkins Investment Management LLC | Director | |||
| Kapstream Capital Pty Limited | Director | |||
| (1) | The business address for each officer and director is 151 Detroit Street, Denver, Colorado 80206. |
The following officers or Trustees /s/ Robin C. Beery
Robin C. Beery
of the Funds are officers, employees, directors, general partners or shareholders of the Adviser:
| Name | Title with the Funds | Title with the Adviser | ||
Bruce L. Koepfgen | President and Chief Executive Officer | President | ||
David R. Kowalski | Vice President, Chief Compliance Officer, and Anti-Money Laundering Officer | Chief Compliance Officer and Senior Vice P President | ||
INTECH Investment Management LLC(1)
| Name | Entity Name | Position(s) with Entity | ||
Adrian Banner | INTECH Investment Management LLC | Chief Executive Officer, Chief Investment Officer, and Working Director | ||
Lance V. Campbell | INTECH Investment Management LLC | Chief Financial Officer and Executive Vice President | ||
Patricia Flynn | INTECH Investment Management LLC | Chief Compliance Officer and Senior Vice President | ||
Brennan A. Hughes | INTECH Investment Management LLC | Vice President | ||
Bruce L. Koepfgen | INTECH Investment Management LLC | Executive Vice President and Working Director | ||
David R. Kowalski | INTECH Investment Management LLC | Vice President | ||
Vassilios Papathanakos | INTECH Investment Management LLC | Deputy Chief Investment Officer and Executive Vice President | ||
David Schofield | INTECH Investment Management LLC | President, International Division and Working Director | ||
Richard M. Weil | INTECH Investment Management LLC | Working Director | ||
Justin B. Wright | INTECH Investment Management LLC | General Counsel, Chief Operating Officer, and Executive Vice President | ||
| (1) | The business address for each officer and director is 25 Okeechobee Blvd., Suite 1800, West Palm Beach, Florida 33401. |
Perkins Investment Management LLC(1)
| Name | Entity Name | Position(s) with Entity | ||
Enrique Chang | Perkins Investment Management LLC | Director | ||
Michael Drew Elder | Perkins Investment Management LLC | Director | ||
Ted Hans | Perkins Investment Management LLC | Chief Operating Officer, Chief Compliance Officer, and Director | ||
Brennan A. Hughes | Perkins Investment Management LLC | Vice President and Controller | ||
Greg Kolb | Perkins Investment Management LLC | Chief Investment Officer and Director | ||
Bruce L. Koepfgen | Perkins Investment Management LLC | Executive Vice President and Director | ||
David R. Kowalski | Perkins Investment Management LLC | Vice President | ||
Jennifer J. McPeek | Perkins Investment Management LLC | Vice President and Director | ||
Valerie Newman | Perkins Investment Management LLC | Director | ||
Tom Perkins | Perkins Investment Management LLC | Chief Executive Officer and Director | ||
Richard M. Weil | Perkins Investment Management LLC | Director | ||
Ryan G. Wolf | Perkins Investment Management LLC | Chief Information Officer | ||
| (1) | The business address for each officer and director is 311 S. Wacker Drive, Suite 6000, Chicago, Illinois 60606. |
Janus Capital Singapore Pte. Limited(1)
| Name | Entity Name | Position(s) with Entity | ||
Chan Wing Chee Gigi | Janus Capital Singapore Pte. Limited | Director | ||
Brennan A. Hughes | Janus Capital Singapore Pte. Limited | Director | ||
Hiroshi Yoh | Janus Capital Singapore Pte. Limited | Director | ||
(1) The business address for each officer and Chief Executivedirector is#36-02 AXA Tower, 8 Shenton Way, Singapore 06881.
Henderson Investment Management Limited(1)
| Name | Entity Name | Position(s) with Entity | ||
Yinka Osindero | Henderson Investment Management Limited | Chief Compliance Officer | ||
Christopher Chaloner | Henderson Investment Management Limited | Director | ||
James O’Brien | Henderson Investment Management Limited | Director | ||
David Burrowes | Henderson Investment Management Limited | Director | ||
| (1) | The business address for each officer and director is 737 North Michigan Avenue, Suite 1700, Chicago, Illinois 60611. |
Fees Paid
| Fund | Fiscal Year End | Actual Advisory Fees Paid to the Adviser Before Waiver | Fees Waived or Reimbursed by the Adviser | Actual Advisory Fee Paid to the Adviser After Waiver | Fees Paid by the Adviser to the Sub- Adviser(3) | Fees Paid to Janus Capital as Administrator | Distribution and/or Service Fees paid to Distributor(6) | Fees paid to Janus Services(9) | ||||||||||||||||||||
Janus Adaptive Global Allocation Fund | 6/30 | $ | 409,000 | $ | (251,000 | )a | $ | 158,000 | N/A | N/A | Class A Shares: $1,000 Class C Shares: $8,000 Class S Shares: $2,000 | Class D Shares: $1,000 Class S Shares: $2,000 Class T Shares: $2,000 | ||||||||||||||||
Janus Asia Equity Fund | 9/30 | $ | 85,000 | (1) | $ | (85,000 | )(2)b | $ | 0 | $ | 0 | b | N/A | Class A Shares: —(7) Class C Shares: $3,000 Class S Shares: —(7) | Class D Shares: $6,000 Class S Shares: —(7) Class T Shares: —(7) | |||||||||||||
Janus Balanced Fund | 9/30 | $ | 72,754,000 | $ | 0 | b | $ | 72,754,000 | N/A | N/A | Class A Shares: $2,592,000 Class C Shares: $14,014,000 Class R Shares: $1,441,000 Class S Shares: $1,767,000 | Class D Shares: $1,707,000 Class R Shares: $724,000 Class S Shares: $1,763,000 Class T Shares: $12,017,000 | ||||||||||||||||
Janus Contrarian Fund | 9/30 | $ | 14,607,000 | (1) | $ | 0 | b | $ | 14,607,000 | N/A | N/A | Class A Shares: $184,000 Class C Shares: $586,000 Class R Shares: $5,000 Class S Shares: $10,000 | Class D Shares: $2,240,000 Class R Shares: $2,000 Class S Shares: $10,000 Class T Shares: $1,945,000 | |||||||||||||||
Janus Diversified Alternatives Fund | 6/30 | $ | 759,000 | $ | (239,000 | )c | $ | 520,000 | N/A | N/A | Class A Shares: $6,000 Class C Shares: $16,000 Class S Shares: $3,000 | Class D Shares: $4,000 Class S Shares: $3,000 Class T Shares: $4,000 | ||||||||||||||||
Janus Enterprise Fund | 9/30 | $ | 47,583,000 | $ | 0 | b | $ | 47,583,000 | N/A | N/A | Class A Shares: $964,000 Class C Shares: $1,188,000 Class R Shares: $577,000 Class S Shares: $979,000 | Class D Shares: $1,571,000 Class R Shares: $290,000 Class S Shares: $980,000 Class T Shares: $5,856,000 | ||||||||||||||||
Janus Flexible Bond Fund | 6/30 | $ | 37,351,000 | $ | 0 | h | $ | 37,351,000 | N/A | N/A | Class A Shares: $1,819,000 Class C Shares: $3,580,000 Class R Shares: $205,000 Class S Shares: $179,000 | Class D Shares: $772,000 Class R Shares: $102,000 Class S Shares: $179,000 Class T Shares: $3,708,000 | ||||||||||||||||
Janus Forty Fund | 9/30 | $ | 14,737,000 | (1) | $ | 0 | d | $ | 14,737,000 | N/A | N/A | Class A Shares: $586,000 Class C Shares: $2,629,000 Class R Shares: $593,000 Class S Shares: $1,418,000 | Class D Shares: N/A(10) Class R Shares: $298,000 Class S Shares: $1,379,000 Class T Shares: $209,000 | |||||||||||||||
Janus Global Allocation Fund – Conservative | 6/30 | $ | 133,000 | $ | 0 | h | $ | 133,000 | N/A | $ | 0 | Class A Shares: $29,000 Class C Shares: $200,000 Class S Shares: $5,000 | Class D Shares: $238,000 Class S Shares: $5,000 Class T Shares: $75,000 | |||||||||||||||
Janus Global Allocation Fund – Growth | 6/30 | $ | 124,000 | $ | (13,000 | )h | $ | 111,000 | N/A | $ | 0 | Class A Shares: $10,000 Class C Shares: $52,000 Class S Shares: $6,000 | Class D Shares: $254,000 Class S Shares: $6,000 Class T Shares: $47,000 | |||||||||||||||
Janus Global Allocation Fund – Moderate | 6/30 | $ | 141,000 | $ | (25,000 | )h | $ | 116,000 | N/A | $ | 0 | Class A Shares: $33,000 Class C Shares: $105,000 Class S Shares: $7,000 | Class D Shares: $257,000 Class S Shares: $7,000 Class T Shares: $56,000 | |||||||||||||||
Janus Global Bond Fund Class A Shares: $45,000 Class C Shares: $60,000 Class S Shares: —(7) Class D Shares: $11,000 Class S Shares: —(7) Class T Shares: $25,000 Janus Global Life Sciences Fund Class A Shares: $811,000 Class C Shares: $2,106,000 Class S Shares: $37,000 Class D Shares: $1,810,000 Class S Shares: $36,000 Class T Shares: $4,037,000 Janus Global Real Estate Fund Class A Shares: $47,000 Class C Shares: $80,000 Class S Shares: $8,000 Class D Shares: $46,000 Class S Shares: $8,000 Class T Shares: $188,000 Janus Global Research Fund Class A Shares: $52,000 Class C Shares: $108,000 Class R Shares: $26,000 Class S Shares: $171,000 Class D Shares: $1,586,000 Class R Shares: $13,000 Class S Shares: $171,000 Class T Shares: $2,223,000 Janus Global Select Fund Class A Shares: $11,000 Class C Shares: $32,000 Class R Shares: $1,000 Class S Shares: —(7) Class D Shares: $1,639,000 Class R Shares: —(7) Class S Shares: —(7) Class T Shares: $1,121,000 Janus Global Technology Fund Class A Shares: $27,000 Class C Shares: $52,000 Class S Shares: $10,000 Class D Shares: $865,000 Class S Shares: $10,000 Class T Shares: $821,000 Janus Global Unconstrained Bond Fund Class A Shares: $204,000 Class C Shares: $455,000 Class R Shares: —(7) Class S Shares: $1,000 Class D Shares: $15,000 Class R Shares: —(7) Class S Shares: $1,000 Class T Shares: $433,000 Janus Government Money Market Fund $254,000(4) Class T Shares: $5,000(5) Janus Growth and Income Fund Class A Shares: $64,000 Class C Shares: $178,000 Class R Shares: $12,000 Class S Shares: $60,000 Class D Shares: $3,140,000 Class R Shares: $6,000 Class S Shares: $58,000 Class T Shares: $3,321,000 Janus High-Yield Fund Class A Shares: $367,000 Class C Shares: $534,000 Class R Shares: $7,000 Class S Shares: $5,000 Class D Shares: $394,000 Class R Shares: $3,000 Class S Shares: $5,000 Class T Shares: $2,932,000 Janus Money Market Fund Class T Shares: $451,000(5) Janus Multi-Sector Income Fund Class A Shares: $14,000 Class C Shares: $29,000 Class S Shares: $4,000 Class D Shares: $10,000 Class S Shares: $4,000 Class T Shares: $27,000Fund Fiscal
Year
End Actual
Advisory
Fees Paid to
the Adviser
Before
Waiver Fees Waived
or
Reimbursed
by the
Adviser Actual
Advisory
Fee Paid to
the Adviser
After
Waiver Fees Paid by
the Adviser
to the Sub-
Adviser(3) Fees Paid to
Janus Capital as
Administrator Distribution and/or
Service Fees paid to
Distributor(6) Fees paid to Janus
Services(9) 6/30 $ 1,719,000 $ (146,000 )h $ 1,573,000 N/A N/A 9/30 $ 26,470,000 N/A $ 26,470,000 N/A N/A 9/30 $ 1,905,000 (1) $ 0 b $ 1,905,000 N/A N/A 9/30 $ 14,193,000 (1) $ 0 b $ 14,193,000 N/A N/A 9/30 $ 11,947,000 $ 0 b $ 11,947,000 N/A N/A 9/30 $ 7,119,000 N/A d $ 7,119,000 N/A N/A 6/30 $ 8,692,000 $ 0 e $ 8,692,000 N/A N/A 6/30 $ 317,000 $ (158,000 )j $ 158,000 N/A Class D Shares: N/A N/A 9/30 $ 24,795,000 $ 0 b $ 24,795,000 N/A N/A 6/30 $ 11,150,000 $ 0 h $ 11,150,000 N/A N/A 6/30 $ 2,313,000 $ (1,156,000 )j $ 1,156,000 N/A Class D Shares:
$2,060,000(4) N/A N/A 6/30 $ 235,000 $ (216,000 )f $ 19,000 N/A N/A
Janus Overseas Fund Class A Shares: $73,000 Class C Shares: $229,000 Class R Shares: $197,000 Class S Shares: $448,000 Class D Shares: $849,000 Class R Shares: $99,000 Class S Shares: $444,000 Class T Shares: $1,615,000 Janus Real Return Fund Class A Shares: $9,000 Class C Shares: $23,000 Class S Shares: $2,000 Class D Shares: $7,000 Class S Shares: $2,000 Class T Shares: $7,000 Janus Research Fund Class A Shares: $79,000 Class C Shares: $189,000 Class R Shares: N/A(8) Class S Shares: $7,000 Class D Shares: $3,085,000 Class R Shares: N/A(8) Class S Shares: $7,000 Class T Shares: $3,650,000 Janus Short-Term Bond Fund Class A Shares: $373,000 Class C Shares: $548,000 Class S Shares: $6,000 Class D Shares: $227,000 Class S Shares: $6,000 Class T Shares: $4,009,000 Janus Triton Fund Class A Shares: $1,461,000 Class C Shares: $2,308,000 Class R Shares: $1,087,000 Class S Shares: $902,000 Class D Shares: $1,055,000 Class R Shares: $547,000 Class S Shares: $905,000 Class T Shares: $6,054,000 Janus Venture Fund Class A Shares: $97,000 Class C Shares: $170,000 Class S Shares: $73,000 Class D Shares: $1,641,000 Class S Shares: $73,000 Class T Shares: $2,233,000 Class A Shares: —(7) Class C Shares: —(7) Class S Shares: —(7) Class D Shares: $1,000 Class S Shares: —(7) Class T Shares: —(7) Class A Shares: $21,000 Class C Shares: $37,000 Class S Shares: —(7) Class D Shares: $23,000 Class S Shares: —(7) Class T Shares: $27,000 Class A Shares: $7,000 Class C Shares: $9,000 Class S Shares: —(7) Class D Shares: $1,000 Class S Shares: —(7) Class T Shares: $12,000 Class A Shares: $41,000 Class C Shares: $95,000 Class S Shares: $20,000 Class D Shares: $8,000 Class S Shares: $20,000 Class T Shares: $257,000 Perkins Global Value Fund Class A Shares: $49,000 Class C Shares: $110,000 Class S Shares: —(7) Class D Shares: $105,000 Class S Shares: —(7) Class T Shares: $154,000 Perkins International Value Fund Class A Shares: —(7) Class C Shares: $2,000 Class S Shares: —(7) Class D Shares: $3,000 Class S Shares: —(7) Class T Shares: $2,000 Perkins Large Cap Value Fund Class A Shares: $8,000 Class C Shares: $23,000 Class S Shares: —(7) Class D Shares: $43,000 Class S Shares: —(7) Class T Shares: $9,000Fund Fiscal
Year
End Actual
Advisory
Fees Paid to
the Adviser
Before
Waiver Fees Waived
or
Reimbursed
by the
Adviser Actual
Advisory
Fee Paid to
the Adviser
After
Waiver Fees Paid by
the Adviser
to the Sub-
Adviser(3) Fees Paid to
Janus Capital
as
Administrator Distribution and/or
Service Fees paid to
Distributor(6) Fees paid to Janus
Services(9) 9/30 $ 6,083,000 (1) $ 0 b $ 6,083,000 N/A N/A 6/30 $ 102,000 $ (102,000 )(2)h $ 0 N/A N/A 9/30 $ 29,716,000 (1) N/A d $ 29,716,000 N/A N/A 6/30 $ 13,987,000 $ (2,604,000 )h $ 11,383,000 N/A N/A 9/30 $ 43,100,000 $ 0 b $ 43,100,000 N/A N/A 9/30 $ 17,171,000 $ 0 b $ 17,171,000 N/A N/A INTECH Emerging Markets Managed Volatility Fund 6/30 $ 18,000 $ (18,000 )(2)g $ 0 $ 0 g N/A INTECH Global Income Managed Volatility Fund 6/30 $ 286,000 $ (286,000 )(2)i $ 0 $ 0 i N/A INTECH International Managed Volatility Fund 6/30 $ 395,000 $ 0 i $ 395,000 $ 197,000 i N/A INTECH U.S. Managed Volatility Fund 6/30 $ 1,592,000 $ 0 j $ 1,592,000 $ 796,000 j N/A 9/30 $ 1,146,000 (1) N/A $ 1,146,000 $ 567,000 N/A 9/30 $ 95,000 $ (95,000 )(2)b $ 0 $ 0 b N/A 6/30 $ 784,000 (1) $ (52,000 )i $ 732,000 $ 365,000 i N/A
Perkins Mid Cap Value Fund Class A Shares: $408,000 Class C Shares: $944,000 Class R Shares: $383,000 Class S Shares: $434,000 Class D Shares: $920,000 Class L Shares: $26,000(11) Class R Shares: $191,000 Class S Shares: $434,000 Class T Shares: $4,793,000 Perkins Select Value Fund Class A Shares: —(7) Class C Shares: —(7) Class S Shares: —(7) Class D Shares: $8,000 Class S Shares: —(7) Class T Shares: $ 3,000 Perkins Small Cap Value Fund Class A Shares: $98,000 Class C Shares: $117000 Class R Shares: $82,000 Class S Shares: $129,000 Class D Shares: $89,000 Class L Shares: $400,000(11) Class R Shares: $41,000 Class S Shares: $129,000 Class T Shares: $1,276,000 Perkins Value Plus Income Fund Class A Shares: $14,000 Class C Shares: $64,000 Class S Shares: $5,000 Class D Shares: $32,000 Class S Shares: $5,000 Class T Shares: $6,000Fund Fiscal
Year
End Actual
Advisory
Fees Paid to
the Adviser
Before
Waiver Fees Waived
or
Reimbursed
by the
Adviser Actual
Advisory
Fee Paid to
the Adviser
After
Waiver Fees Paid by
the Adviser
to the Sub-
Adviser(3) Fees Paid to
Janus Capital
as
Administrator Distribution and/or
Service Fees paid to
Distributor(6) Fees paid to Janus
Services(9) 6/30 $ 15,109,000 (1) $ 0 i $ 15,109,000 $ 7,719,000 i N/A 6/30 $ 424,000 (1) $ (123,000 )i $ 301,000 $ 150,000 i N/A 6/30 $ 12,132,000 (1) $ 0 i $ 12,132,000 $ 6,286,000 i N/A 6/30 $ 283,000 $ (217,000 )i $ 66,000 $ 16,000 i N/A
| (1) | The Fund’s advisory fee is determined by calculating a base fee and applying a performance adjustment. As a result, the Fund’s advisory fees paid may vary significantly over time. See Appendix C for additional information regarding the terms of the performance adjustment. |
| (2) | Fees waived or expenses reimbursed by Janus Capital exceeded the advisory fee. |
| (3) | After the reimbursement of expenses incurred or fees waived by Janus Capital, and any performance adjustment, if applicable. |
| (4) | Class D Shares of each Fund compensates Janus Capital at an annual rate of 0.46%. Janus Capital may voluntarily waive and/or reimburse administration fees to the extent necessary to assist the Funds in attempting to maintain a yield of at least 0.00%. The amount in the table for Janus Government Money Market Fund and Janus Money Market Fund reflects a fee waiver of $460,000 and $2,286,000, respectively. |
| (5) | Class T Shares of each Fund compensates Janus Capital at an annual rate of 0.48%. Janus Capital may voluntarily waive and/or reimburse administration fees to the extent necessary to assist the Funds in attempting to maintain a yield of at least 0.00%. The amount in the table for Janus Government Money Market Fund and Janus Money Market Fund reflects a fee waiver of $10,000 and $565,000, respectively. |
| (6) | Payments (substantially all of which Janus Distributors pays out as compensation to broker-dealers and other services providers) cover activities including, but not limited to, advertising and literature, as well as prospectus preparation, printing, and mailing. |
| (7) | Amount is less than $1,000. |
| (8) | Class R Shares commence operations effective January 27, 2017. |
| (9) | Amounts for certain Funds and/or share classes may include the reimbursement of administrative services fees by Janus Capital to the Funds. |
| (10) | Class D Shares commence operations on January 27, 2017. |
| (11) | Janus Services has voluntarily agreed to waive all or a portion of the fees payable by Class L Shares of each Fund. For the fiscal year ended June 30, 2016, Janus Services waived $10, 435 for Perkins Mid Cap Value Fund and $346,663 for Perkins Small Cap Value Fund. |
Fee Waivers
| a | Janus Capital has contractually agreed to waive its investment advisory fee and/or reimburse Fund expenses to the extent that the Fund’s total annual fund operating expenses (excluding the fees payable pursuant to a Rule 12b-1 plan; shareholder servicing fees, such as transfer agency fees (including out-of-pocket costs), administrative services fees and any networking/omnibus/administrative fees payable by any share class; brokerage commissions; interest; dividends; taxes; acquired fund fees and expenses; and extraordinary expenses) exceed 0.82%. Janus Capital shall additionally reimburse or waive acquired fund fees and expenses to the extent they exceed 0.10%. The contractual waivers will remain in effect until November 1, 2017. The contractual waivers may be terminated or modified prior to this date only at the discretion of the Board of Trustees. For a period beginning with the Fund’s commencement of operations (June 23, 2015) and expiring |
| on the third anniversary of the commencement of operations, or when the Fund’s assets meet the first breakpoint in the investment advisory fee schedule (0.72% after $2 billion of the average daily closing net asset value of the Fund), whichever occurs first, Janus Capital may recover from the Fund fees and expenses previously waived or reimbursed if the Fund’s expense ratio, including recovered expenses, falls below the expense limit. There is no guarantee that the Fund’s assets will reach this asset level. |
| b | Janus Capital has contractually agreed to waive its investment advisory fee and/or reimburse Fund expenses to the extent that the Fund’s total annual fund operating expenses (excluding any performance adjustments to the management fee, the fees payable pursuant to a Rule 12b-1 plan; shareholder servicing fees, such as transfer agency fees (including out-of-pocket costs), administrative services fees and any networking/omnibus/administrative fees payable by any share class; brokerage commissions; interest; dividends; taxes; acquired fund fees and expenses; and extraordinary expenses) exceed a certain limit until at least February 1, 2018. The contractual waiver may be terminated or modified prior to this date only at the discretion of the Board of Trustees. |
| Fund | Expense Limit | |
Janus Asia Equity Fund | 1.04% until February 1, 2017; 1.24% from February 1, 2017 through February 1, 2018 | |
Janus Balanced Fund | 0.68% | |
Janus Contrarian Fund | 0.89% until February 1, 2017; 0.83% from February 1, 2017 until February 1, 2018 | |
Janus Enterprise Fund | 0.87% | |
Janus Global Real Estate Fund | 0.97% | |
Janus Global Research Fund | 1.07% until February 1, 2017; 0.95% from February 1, 2017 until February 1, 2018 | |
Janus Global Select Fund | 1.02% until February 1, 2017; 0.94% from February 1, 2017 until February 1, 2018 | |
Janus Growth and Income Fund | 0.75% until February 1, 2017; 0.67% from February 1, 2017 until February 1, 2018 | |
Janus Overseas Fund | 0.95% | |
Janus Triton Fund | 0.92% | |
Janus Venture Fund | 0.92% | |
Perkins International Value Fund | 0.93% until February 1, 2017; 0.86% from February 1, 2017 until February 1, 2018 |
| Pursuant to the sub-advisory agreement between Janus Capital Singapore Pte. Ltd. (“Janus Singapore”) and Janus Capital with respect to Janus Asia Equity Fund, the sub-advisory fee payable to Janus Singapore is net of any performance fee adjustment, reimbursement of expenses incurred or fees waived by Janus. Pursuant to the sub-advisory agreement between Perkins Investment Management LLC (“Perkins”) and Janus Capital with respect to Perkins International Value Fund, the sub-advisory fee payable to Perkins is net of reimbursement of expenses incurred or fees waived by Janus Capital. |
| c | Janus Capital has contractually agreed to waive its investment advisory fee and/or reimburse Fund expenses to the extent that the Fund’s total annual fund operating expenses, which include the other expenses of the subsidiary (excluding the fees payable pursuant to a Rule 12b-1 plan; shareholder servicing fees, such as transfer agency fees (including out-of-pocket costs), administrative services fees and any networking/omnibus/administrative fees payable by any share class; brokerage commissions; interest; dividends; taxes; acquired fund fees and expenses; and extraordinary expenses) exceed 1.25% until at least November 1, 2017. The contractual waiver may be terminated or modified prior to this date only at the discretion of the Board of Trustees. |
| d | Janus Capital has contractually agreed to waive its investment advisory fee and/or reimburse Fund expenses to the extent that the Fund’s total annual fund operating expenses (excluding any performance adjustments to the management fee, the fees payable pursuant to a Rule 12b-1 plan; shareholder servicing fees, such as transfer agency fees (including out-of-pocket costs), administrative services fees and any networking/omnibus/administrative fees payable by any share class; brokerage commissions; interest; dividends; taxes; acquired fund fees and expenses; and extraordinary expenses) exceed 0.77% for Janus Forty Fund, and 0.82% for Janus Global Technology Fund and Janus Research Fund, until at least February 1, 2019. For Janus Global Technology Fund and Janus Research Fund, the expense limit agreement begins February 1, 2017. The contractual waiver may be terminated or modified prior to this date only at the discretion of the Board of Trustees. |
| e | Janus Capital has contractually agreed to waive its investment advisory fee and/or reimburse Fund expenses to the extent that the Fund’s total annual fund operating expenses, which include the other expenses of the subsidiary (excluding the fees payable pursuant to a Rule 12b-1 plan; shareholder servicing fees, such as transfer agency fees (including out-of-pocket costs), administrative services fees and any networking/omnibus/administrative fees payable by any share class; brokerage commissions; interest; dividends; taxes; acquired fund fees and expenses; and extraordinary expenses) exceed 0.82% until at least November 1, 2017. The contractual waiver may be terminated or modified prior to this date only at the discretion of the Board of Trustees. |
| f | Janus Capital has contractually agreed to waive its investment advisory fee and/or reimburse Fund expenses to the extent that the Fund’s total annual fund operating expenses (excluding the fees payable pursuant to a Rule 12b-1 plan; shareholder servicing fees, such as transfer agency fees (including out-of-pocket costs), administrative services fees and any networking/omnibus/administrative fees payable by any share class; brokerage commissions; interest; dividends; taxes; acquired fund fees and expenses; and extraordinary expenses) exceed 0.64% until at least November 1, 2017. The contractual waiver may be terminated or modified prior to this date only at the discretion of the Board of Trustees. For a period beginning with the Fund’s commencement of operations (February 28, 2014) and expiring on the third anniversary of the commencement of operations, or when the Fund’s assets meet the first breakpoint in the investment advisory fee schedule (0.57% after $200 million of the average daily closing net asset value of the Fund), whichever occurs first, Janus Capital may recover from the Fund fees and expenses previously waived or reimbursed if the Fund’s expense ratio, including recovered expenses, falls below the expense limit. There is no guarantee that the Fund’s assets will reach this asset level. |
| g | Janus Capital has contractually agreed to waive its investment advisory fee and/or reimburse Fund expenses to the extent that the Fund’s total annual fund operating expenses (excluding the fees payable pursuant to a Rule 12b-1 plan; shareholder servicing fees, such as transfer agency fees (including out-of-pocket costs), administrative services fees and any networking/omnibus/administrative fees payable by any share class; brokerage commissions; interest; dividends; taxes; acquired fund fees and expenses; and extraordinary expenses) exceed 1.08%. Janus Capital shall additionally reimburse or waive acquired fund fees and expenses related to exposure to India local market securities from investments in exchange-traded funds. The contractual waivers will remain in effect until November 1, 2017. The contractual waivers may be terminated or modified prior to this date only at the discretion of the Board of Trustees. |
| Pursuant to the sub-advisory agreement between INTECH Investment Management LLC (“INTECH”) and Janus Capital with respect to INTECH Emerging Markets Managed Volatility Fund, any reimbursement of expenses incurred, fees waived by Janus Capital, or any recoupment of such reimbursement or fee reduction are shared equally between the Janus Capital and INTECH. |
| h | Janus Capital has contractually agreed to waive its investment advisory fee and/or reimburse Fund expenses to the extent that the Fund’s total annual fund operating expenses (excluding any performance adjustments to the management fee, the fees payable pursuant to a Rule 12b-1 plan; shareholder servicing fees, such as transfer agency fees (including out-of-pocket costs), administrative services fees and any networking/omnibus/administrative fees payable by any share class; brokerage commissions; interest; dividends; taxes; acquired fund fees and expenses; and extraordinary expenses) exceed a certain limit until at least November 1, 2017. The contractual waiver may be terminated or modified prior to this date only at the discretion of the Board of Trustees. |
| Fund | Expense Limit | |||
Janus Flexible Bond Fund | 0.51 | % | ||
Janus Global Allocation Fund – Conservative | 0.14 | % | ||
Janus Global Allocation Fund – Growth | 0.14 | % | ||
Janus Global Allocation Fund – Moderate | 0.12 | % | ||
Janus Global Bond Fund | 0.59 | % | ||
Janus High-Yield Fund | 0.69 | % | ||
Janus Real Return Fund | 0.41 | % | ||
Janus Short-Term Bond Fund | 0.49 | % | ||
| i | Janus Capital has contractually agreed to waive its investment advisory fee and/or reimburse Fund expenses to the extent that the Fund’s total annual fund operating expenses (excluding any performance adjustments to the management fee, the fees payable pursuant to a Rule 12b-1 plan; shareholder servicing fees, such as transfer agency fees (including out-of-pocket costs), administrative services fees and any networking/omnibus/administrative fees payable by any share class; brokerage commissions; interest; dividends; taxes; acquired fund fees and expenses; and extraordinary expenses) exceed a certain limit until at least November 1, 2017. The contractual waiver may be terminated or modified prior to this date only at the discretion of the Board of Trustees. |
| Fund | Expense Limit | |||
INTECH Global Income Managed Volatility Fund | 0.50 | % | ||
INTECH International Managed Volatility Fund | 0.95 | % | ||
Perkins Large Cap Value Fund | 0.75 | % | ||
Perkins Mid Cap Value Fund | 0.83 | % | ||
Perkins Select Value Fund | 0.77 | % | ||
Perkins Small Cap Value Fund | 0.96 | % | ||
Perkins Value Plus Income Fund | 0.68 | % | ||
| Pursuant to the sub-advisory agreement between INTECH and Janus Capital with respect to INTECH Global Income Managed Volatility Fund, any reimbursement of expenses incurred, fees waived by Janus Capital, or any recoupment of such reimbursement or fee reduction are shared equally between the Janus Capital and INTECH. INTECH and Janus Capital, with respect to INTECH International Managed Volatility Fund, have agreed that for any period Janus Capital reimburses or waives fees payable by the Fund pursuant to any contractual expense waiver agreement, the sub-advisory fee payable to INTECH under the sub-advisory agreement would decreased by an amount equal to 50% of the amount of any such reimbursement or waiver. Similarly, for any period Janus Capital recoups any reimbursement or fee reduction, INTECH shall receive an amount equal to 50% of the amount of any such recoupment. Pursuant to each sub-advisory agreement between Perkins and Janus Capital with respect to each Perkins Fund noted above, the sub-advisory fee payable to Perkins is net of any performance fee adjustment, reimbursement of expenses incurred or fees waived by Janus Capital. |
| j | Janus Capital has contractually agreed to waive its investment advisory fee and/or reimburse Fund expenses to the extent that the Fund’s total annual fund operating expenses (excluding the fees payable pursuant to a Rule 12b-1 plan; shareholder servicing fees, such as transfer agency fees (including out-of-pocket costs), administrative services fees and any networking/omnibus/administrative fees payable by any share class; brokerage commissions; interest; dividends; taxes; acquired fund fees and expenses; and extraordinary expenses) exceed 0.79% until at least November 1, 2018. The contractual waiver may be terminated or modified prior to this date only at the discretion of the Board of Trustees. |
| INTECH and Janus Capital, with respect to INTECH U.S. Managed Volatility Fund, have agreed that for any period Janus Capital reimburses or waives fees payable by the Fund pursuant to any contractual expense waiver agreement, the sub-advisory fee payable to INTECH under the sub-advisory agreement would decreased by an amount equal to 50% of the amount of any such reimbursement or waiver. Similarly, for any period Janus Capital recoups any reimbursement or fee reduction, INTECH shall receive an amount equal to 50% of the amount of any such recoupment. |
| k | Janus Capital has voluntarily agreed to waiveone-half of each Fund’s investment advisory fee. |
Share Ownership
Dollar Range of Equity Securities
The following table sets forth the dollar range of equity securities beneficially owned by each Trustee and Trustee Nominee in each Fund and all Janus InvestmentFunds overseen by the Trustee as of December 31, 2016 in the aggregate.
| Fund | Wallace | Brown | Cvengros | Etienne* | McCalpin | Poliner* | Rothe | Stewart | Wolf | |||||||||||||||||||||||||||
Janus Adaptive Global Allocation Fund | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||||||||
Janus Asia Equity Fund | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ $ | 10,001- 50,000 | | $ | 0 | $ | 0 | $ $ | 50,001- 100,000 | | $ | 0 | ||||||||||||||||
Janus Balanced Fund | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ $ | 50,001- 100,000 | | $ | 0 | | Over $100,000 | | $ | 0 | $ | 0 | ||||||||||||||||
Janus Contrarian Fund | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | | Over $100,000 | | |||||||||||||||||
Janus Diversified Alternatives Fund | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||||||||
Janus Enterprise Fund | $ | 0 | $ | 0 | | Over $100,000 | | $ | 0 | $ $ | 10,001- 50,000 | | $ $ | 10,001- 50,000 | | | Over $100,000 | | $ $ | 50,001- 100,000 | | $ | 0 | |||||||||||||
Janus Flexible Bond Fund | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | | Over $100,000 | | $ $ | 10,001- 50,000 | | | Over $100,000 | | |||||||||||||||
Janus Forty Fund | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||||||||||
Janus Global Allocation Fund – Conservative | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | | Over $100,000 | | $ | 0 | $ | 0 | |||||||||||||||||
Janus Global Allocation Fund – Growth | $ | 0 | $ | 0 | $ $ | 10,001- 50,000 | | $ | 0 | $ $ | 10,001- 50,000 | | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||||||
Janus Global Allocation Fund – Moderate | $ | 0 | $ | 0 | $ | 0 | $ $ | 10,001- 50,000 | | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | |||||||||||||||||
Janus Global Bond Fund | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||||||||
Janus Global Life Sciences Fund | $ | 0 | $ | 0 | | Over $100,000 | | $ | 0 | $ $ | 10,001- 50,000 | | $ | 0 | $ $ | 50,001- 100,000 | | $ $ | 10,001- 50,000 | | | Over $100,000 | | |||||||||||||
Janus Global Real Estate Fund | $ | 0 | $ | 0 | $ | 0 | $ $ | 10,001- 50,000 | | $ $ | 10,001- 50,000 | | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||||||
Janus Global Research Fund | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ $ | 50,001- 100,000 | | $ $ | 10,001- 50,000 | | | Over $100,000 | | $ | 1-$10,000 | | Over $100,000 | | ||||||||||||||
Janus Global Select Fund | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||||||||||
Janus Global Technology Fund | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ $ | 10,001- 50,000 | | $ | 0 | $ | 0 | | Over $100,000 | | $ | 0 | ||||||||||||||||
Janus Global Unconstrained Bond Fund | $ | 0 | $ | 0 | | Over $100,000 | | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | | Over $100,000 | | ||||||||||||||||
Janus Government Money Market Fund | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||||||||
Janus Growth and Income Fund | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ $ | 10,001- 50,000 | | $ | 0 | $ $ | 50,001- 100,000 | | $ | 0 | ||||||||||||||||
Janus High-Yield Fund | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ $ | 10,001- 50,000 | | $ | 0 | $ $ | 10,001- 50,000 | | $ | 0 | ||||||||||||||||
Janus Money Market Fund | $ | 0 | $ | 0 | $ | 0 | $ | 0 | | Over $100,000 | | $ | 0 | $ | 1-$10,000 | | Over $100,000 | | $ | 0 | ||||||||||||||||
Janus Multi-Sector Income Fund | $ | 0 | $ $ | 10,001- 50,000 | | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | |||||||||||||||||
Janus Overseas Fund | $ | 0 | $ $ | 10,001- 50,000 | | $ | 0 | $ | 0 | $ $ | 10,001- 50,000 | | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||||||
Janus Real Return Fund Janus Research Fund Janus Short-Term Bond Fund Janus Triton Fund Janus Venture Fund INTECH Emerging Markets Managed Volatility Fund INTECH Global Income Managed Volatility Fund INTECH International Managed Volatility Fund INTECH U.S. Managed Volatility Fund Perkins Global Value Fund Perkins International Value Fund Perkins Large Cap Value Fund Perkins Mid Cap Value Fund Perkins Select Value Fund Perkins Small Cap Value Fund Perkins Value Plus Income Fund Aggregate Dollar Range of Equity Securities in All Registered Investment Companies Overseen by Trustee in Janus FundsFund Wallace Brown Cvengros Etienne* McCalpin Poliner* Rothe Stewart Wolf $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $
$10,001-
50,000
$ 1-$10,000 $ 1-$10,000 $ 0 $ 0 $
$50,001-
100,000
$ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $
$10,001-
50,000
$ 0 $ 0 $ 0 $ 0 $ 0 $
$50,001-
100,000
$ 1-$10,000 $ 0 $ 0 $
$10,001-
50,000
$
$10,001-
50,000
Over
$100,000
Over
$100,000
$ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $
$50,001-
100,000
$ 0 $ 0 $ 0 $ 0
Over
$100,000
$ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0
Over
$100,000
$ 0 $ 0 $ 0 $ 0 $ 0 �� $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0
Over
$100,000
$ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $
$10,001-
50,000
$ 0 $ 0 $ 0 $ 0 $ 0
Over
$100,000
Over
$100,000
$
$10,001-
50,000
Over
$100,000
(1)
Over
$100,000
(1)
Over
$100,000
(1)
Over
$100,000
Over
$100,000
(1)
| * | Raudline Etienne and Gary A. Poliner were elected as new Fund Trustees at a joint Special Meeting of Shareholders on June 14, 2016. |
| (1) | Ownership shown includes amounts held under a deferred compensation plan that are valued based on “shadow investments” in one or more funds. |
Compensation of Trustees
The following table shows the compensation paid to each Trustee by each Fund 105
LIST OF APPENDICES
for the Fund’s fiscal year ended in 2016, as well as the total compensation paid by all of the Janus Funds during the calendar year 2016. None of the Trustees receives any pension or retirement benefits from the Funds or the Janus Funds. The Trustees have established a deferred compensation plan under which a Trustee may elect to defer receipt of all, or a portion, of the compensation earned for services to the Funds and the Janus Funds, in lieu of receiving current payments of such compensation. Any deferred amount is treated as though an equivalent dollar amount has been invested in shares of one or more funds advised by Janus Capital as selected by the Trustee (“shadow investments”).
| Fund | Fiscal Year End | Brown(4) | Cvengros(4) | Etienne(5) | McCalpin(3)(4) | Poliner(6) | Rothe(4) | Stewart(4) | Wolf(4) | |||||||||||||||||||||||||||
Janus Adaptive Global Allocation Fund | 6/30 | $ | 175 | $ | 191 | $ | 12 | $ | 244 | $ | 12 | $ | 179 | $ | 181 | $ | 175 | |||||||||||||||||||
Janus Asia Equity Fund | 9/30 | $ | 25 | $ | 26 | $ | 7 | $ | 33 | $ | 8 | $ | 24 | $ | 25 | $ | 25 | |||||||||||||||||||
Janus Balanced Fund | 9/30 | $ | 36,239 | $ | 38,274 | $ | 9,907 | $ | 48,560 | $ | 11,524 | $ | 35,887 | $ | 36,387 | $ | 36,239 | |||||||||||||||||||
Janus Contrarian Fund | 9/30 | $ | 8,134 | $ | 8,591 | $ | 2,224 | $ | 10,900 | $ | 2,587 | $ | 8,056 | $ | 8,168 | $ | 8,134 | |||||||||||||||||||
Janus Diversified Alternatives Fund | 6/30 | $ | 198 | $ | 216 | $ | 14 | $ | 276 | $ | 14 | $ | 203 | $ | 206 | $ | 198 | |||||||||||||||||||
Janus Enterprise Fund | 9/30 | $ | 20,332 | $ | 21,474 | $ | 5,559 | $ | 27,245 | $ | 6,466 | $ | 20,135 | $ | 20,416 | $ | 20,332 | |||||||||||||||||||
Janus Flexible Bond Fund | 6/30 | $ | 29,615 | $ | 32,361 | $ | 2,103 | $ | 41,275 | $ | 2,103 | $ | 30,410 | $ | 30,744 | $ | 29,615 | |||||||||||||||||||
Janus Forty Fund | 9/30 | $ | 6,059 | $ | 6,399 | $ | 1,657 | $ | 8,119 | $ | 1,927 | $ | 6,000 | $ | 6,084 | $ | 6,059 | |||||||||||||||||||
Janus Global Allocation Fund – Conservative | 6/30 | $ | 853 | $ | 932 | $ | 61 | $ | 1,188 | $ | 61 | $ | 875 | $ | 885 | $ | 853 | |||||||||||||||||||
Janus Global Allocation Fund – Growth | 6/30 | $ | 794 | $ | 868 | $ | 56 | $ | 1,107 | $ | 56 | $ | 816 | $ | 825 | $ | 794 | |||||||||||||||||||
Janus Global Allocation Fund – Moderate | 6/30 | $ | 905 | $ | 989 | $ | 64 | $ | 1,262 | $ | 64 | $ | 930 | $ | 940 | $ | 905 | |||||||||||||||||||
Janus Global Bond Fund | 6/30 | $ | 916 | $ | 1,001 | $ | 65 | $ | 1,277 | $ | 65 | $ | 941 | $ | 951 | $ | 916 | |||||||||||||||||||
Janus Global Life Sciences Fund | 9/30 | $ | 11,334 | $ | 11,971 | $ | 3,099 | $ | 15,188 | $ | 3,604 | $ | 11,224 | $ | 11,380 | $ | 11,334 | |||||||||||||||||||
Janus Global Real Estate Fund | 9/30 | $ | 704 | $ | 743 | $ | 192 | $ | 943 | $ | 224 | $ | 697 | $ | 706 | $ | 704 | |||||||||||||||||||
Janus Global Research Fund | 9/30 | $ | 6,831 | $ | 7,214 | $ | 1,867 | $ | 9,153 | $ | 2,172 | $ | 6,764 | $ | 6,859 | $ | 6,831 | |||||||||||||||||||
Janus Global Select Fund | 9/30 | $ | 5,114 | $ | 5,401 | $ | 1,398 | $ | 6,852 | $ | 1,626 | $ | 5,064 | $ | 5,135 | $ | 5,114 | |||||||||||||||||||
Janus Global Technology Fund | 9/30 | $ | 3,045 | $ | 3,216 | $ | 832 | $ | 4,080 | $ | 968 | $ | 3,015 | $ | 3,057 | $ | 3,045 | |||||||||||||||||||
Janus Global Unconstrained Bond Fund | 6/30 | $ | 4,328 | $ | 4,729 | $ | 307 | $ | 6,032 | $ | 307 | $ | 4,444 | $ | 4,493 | $ | 4,328 | |||||||||||||||||||
Janus Government Money Market Fund | 6/30 | $ | 507 | $ | 554 | $ | 36 | $ | 707 | $ | 36 | $ | 521 | $ | 526 | $ | 507 | |||||||||||||||||||
Janus Growth and Income Fund | 9/30 | $ | 11,319 | $ | 11,955 | $ | 3,095 | $ | 15,168 | $ | 3,600 | $ | 11,209 | $ | 11,366 | $ | 11,319 | |||||||||||||||||||
Janus High-Yield Fund | 6/30 | $ | 6,307 | $ | 6,892 | $ | 448 | $ | 8,791 | $ | 448 | $ | 6,477 | $ | 6,548 | $ | 6,307 | |||||||||||||||||||
Janus Money Market Fund | 6/30 | $ | 3,699 | $ | 4,042 | $ | 263 | $ | 5,155 | $ | 263 | $ | 3,798 | $ | 3,839 | $ | 3,699 | |||||||||||||||||||
Janus Multi-Sector Income Fund | 6/30 | $ | 126 | $ | 137 | $ | 9 | $ | 175 | $ | 9 | $ | 129 | $ | 130 | $ | 126 | |||||||||||||||||||
Janus Overseas Fund | 9/30 | $ | 4,990 | $ | 5,271 | $ | 1,364 | $ | 6,687 | $ | 1,587 | $ | 4,942 | $ | 5,011 | $ | 4,990 | |||||||||||||||||||
Janus Real Return Fund | 6/30 | $ | 59 | $ | 65 | $ | 4 | $ | 83 | $ | 4 | $ | 61 | $ | 62 | $ | 59 | |||||||||||||||||||
Janus Research Fund | 9/30 | $ | 12,501 | $ | 13,203 | $ | 3,418 | $ | 16,752 | $ | 3,975 | $ | 12,380 | $ | 12,552 | $ | 12,501 | |||||||||||||||||||
Janus Short-Term Bond Fund | 6/30 | $ | 8,102 | $ | 8,853 | $ | 575 | $ | 11,292 | $ | 575 | $ | 8,319 | $ | 8,411 | $ | 8,102 | |||||||||||||||||||
Janus Triton Fund | 9/30 | $ | 18,441 | $ | 19,476 | $ | 5,042 | $ | 24,711 | $ | 5,864 | $ | 18,262 | $ | 18,516 | $ | 18,441 | |||||||||||||||||||
Janus Venture Fund | 9/30 | $ | 7,347 | $ | 7,760 | $ | 2,009 | $ | 9,845 | $ | 2,337 | $ | 7,276 | $ | 7,377 | $ | 7,347 | |||||||||||||||||||
INTECH Emerging Markets Managed Volatility Fund | 6/30 | $ | 6 | $ | 7 | $ | 1 | $ | 9 | $ | 1 | $ | 7 | $ | 6 | $ | 6 | |||||||||||||||||||
INTECH Global Income Managed Volatility Fund INTECH International Managed Volatility Fund INTECH U.S. Managed Volatility Fund Perkins Global Value Fund Perkins International Value Fund Perkins Large Cap Value Fund Perkins Mid Cap Value Fund Perkins Select Value Fund Perkins Small Cap Value Fund Perkins Value Plus Income Fund Total Compensation from the Janus Funds for calendar year ended December 31, 2016(1)(2)Fund Fiscal Year
End Brown(4) Cvengros(4) Etienne(5) McCalpin(3)(4) Poliner(6) Rothe(4) Stewart(4) Wolf(4) 6/30 $ 167 $ 182 $ 12 $ 232 $ 12 $ 171 $ 173 $ 167 6/30 $ 230 $ 251 $ 16 $ 320 $ 16 $ 236 $ 239 $ 230 6/30 $ 1,018 $ 1,113 $ 72 $ 1,419 $ 72 $ 1,046 $ 1,057 $ 1,018 9/30 $ 625 $ 660 $ 171 $ 838 $ 199 $ 619 $ 628 $ 625 9/30 $ 33 $ 34 $ 9 $ 44 $ 10 $ 32 $ 33 $ 33 6/30 $ 505 $ 552 $ 36 $ 703 $ 36 $ 518 $ 524 $ 505 6/30 $ 14,122 $ 15,432 $ 1,003 $ 19,683 $ 1,003 $ 14,501 $ 14,661 $ 14,122 6/30 $ 247 $ 270 $ 18 $ 344 $ 18 $ 253 $ 256 $ 247 6/30 $ 4,601 $ 5,028 $ 327 $ 6,412 $ 327 $ 4,724 $ 4,776 $ 4,601 6/30 $ 151 $ 165 $ 11 $ 211 $ 11 $ 155 $ 157 $ 151 $ 238,250 $ 258,500 $ 239,125 $ 321,050 $ 255,125 $ 233,250 $ 237,250 $ 249,250
| (1) | For all Trustees, includes compensation for service on the boards of two Janus trusts comprised of 58 portfolios. |
| (2) | Total Compensation received from the Janus Funds includes any amounts deferred under the deferred compensation plan. The deferred compensation amounts for the year are as follows: William F. McCalpin $29,225 and Gary A. Poliner $97,250. |
| (3) | Aggregate Compensation received from the Funds and Total Compensation received from all Janus Funds includes additional compensation paid for service as Independent Chairman of the Board of Trustees. |
| (4) | Aggregate Compensation received from the Funds and Total Compensation received from all Janus Funds includes additional compensation paid for service as chair of, or as Lead Trustee for, one or more committees of the Board of Trustees during certain periods. |
| (5) | Ms. Etienne was elected as a Trustee on June 14, 2016. She was appointed consultant to the Trustees effective June 2, 2014. During the calendar year ended December 31, 2016, Ms. Etienne received total compensation of $139,500 from the Janus Funds for serving as an independent consultant to the Trustees. Ms. Etienne’s Total Compensation includes compensation paid for services as consultant to the Trustees and as a Trustee. |
| (6) | Mr. Poliner was elected as a Trustee on June 14, 2016. He was appointed consultant to the Trustees effective January 1, 2016. During the calendar year ended December 31, 2016, Mr. Poliner received total compensation of $139,500 from the Janus Funds for serving as an independent consultant to the Trustees. Mr. Poliner’s Total Compensation includes compensation paid for services as consultant to the Trustees and as a Trustee. |
Principal Officers of the Trust and Their Principal Occupations
Name, Address, and Year of Birth | Position(s) Held with the Trust | Term of Office* and Length of Time Served | Principal Occupations During Past Five Years | |||
Bruce L. Koepfgen 151 Detroit Street Denver, CO 80206 DOB: 1952 | President and Chief Executive Officer | 7/14-Present | President of Janus Capital Group Inc. and Janus Capital Management LLC (since 2013); Executive Vice President and Director of Janus International Holding LLC (since 2011); Executive Vice President of Janus Distributors LLC (since 2011); Executive Vice President and Working Director of INTECH Investment Management LLC (since 2011); Executive Vice President and Director of Perkins Investment Management LLC (since 2011); and Executive Vice President and Director of Janus Management Holdings Corporation (since 2011). Formerly, Executive Vice President of Janus Services LLC (2011-2015), Janus Capital Group Inc. and Janus Capital Management LLC (2011- 2013) and Chief Financial Officer of Janus Capital Group Inc., Janus Capital Management LLC, Janus Distributors LLC, Janus Management Holdings Corporation, and Janus Services LLC (2011- 2013). | |||
David R. Kowalski 151 Detroit Street Denver, CO 80206 DOB: 1957 | Vice President, Chief Compliance Officer, and Anti-Money Laundering Officer | 6/02-Present | Senior Vice President and Chief Compliance Officer of Janus Capital, Janus Distributors LLC, and Janus Services LLC; Vice President of INTECH Investment Management LLC and Perkins Investment Management LLC; and Director of The Janus Foundation. | |||
Jesper Nergaard 151 Detroit Street Denver, CO 80206 DOB: 1962 | Chief Financial Officer Vice President, Treasurer, and Principal Accounting Officer | 3/05-Present 2/05-Present | Vice President of Janus Capital and Janus Services LLC. | |||
Kathryn L. Santoro 151 Detroit Street Denver, CO 80206 DOB: 1974 | Vice President, Chief Legal Counsel, and Secretary | 12/16-Present | Vice President of Janus Capital and Janus Services LLC (since 2016). Formerly, Vice President and Associate Counsel of Curian Capital, LLC and Curian Clearing LLC (2013-2016); and General Counsel and Secretary (2011-2012) and Vice President (2009-2012) of Old Mutual Capital, Inc. |
| * | In addition to the officers of the Trust set forth above, certain persons serve as officers of one or more Funds. |
Audit and Related Fees
Audit Fees | Audit Related Fees | Tax Fees | All Other Fees | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fund | Fund | Adviser and | Fund | Adviser and | Fund | Adviser and | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Fiscal Year Ended: | Fiscal Year Ended: | Fiscal Year Ended: | Fiscal Year Ended: | Fiscal Year Ended: | Fiscal Year Ended: | Fiscal Year Ended: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Fiscal Year End | 2016 | 2015 | 2016 | 2015 | 2016 | 2015 | 2016 | 2015 | 2016 | 2015 | 2016 | 2015 | 2016 | 2015 | ||||||||||||||||||||||||||||||||||||||||||||||
Janus Adaptive Global Allocation Fund | 6/30 | $ | 40,453 | $41,180 | $0 | $2,272 | $0 | $0 | $10,105 | $9,910 | $0 | $0 | $0 | $0 | $0 | $0 | ||||||||||||||||||||||||||||||||||||||||||||
Janus Asia Equity Fund | 9/30 | $ | 35,174 | $35,418 | $27 | $2,299 | $0 | $0 | $9,340 | $9,155 | $0 | $0 | $0 | $0 | $0 | $0 | ||||||||||||||||||||||||||||||||||||||||||||
Janus Balanced Fund | 9/30 | $ | 45,138 | $46,667 | $0 | $2,272 | $0 | $0 | $9,340 | $9,155 | $0 | $0 | $0 | $0 | $0 | $0 | ||||||||||||||||||||||||||||||||||||||||||||
Janus Contrarian Fund | 9/30 | $ | 44,801 | $41,776 | $9,178 | $11,450 | $0 | $0 | $9,340 | $9,155 | $0 | $0 | $0 | $0 | $0 | $0 | ||||||||||||||||||||||||||||||||||||||||||||
Janus Diversified Alternatives Fund | 6/30 | $ | 42,172 | $42,307 | $0 | $2,272 | $0 | $0 | $10,105 | $9,910 | $0 | $0 | $0 | $0 | $0 | $0 | ||||||||||||||||||||||||||||||||||||||||||||
Janus Enterprise Fund | 9/30 | $ | 38,500 | $39,172 | $0 | $2,272 | $0 | $0 | $9,340 | $9,155 | $0 | $0 | $0 | $0 | $0 | $0 | ||||||||||||||||||||||||||||||||||||||||||||
Janus Flexible Bond Fund | 6/30 | $ | 44,676 | $43,932 | $0 | $2,272 | $0 | $0 | $5,630 | $5,520 | $0 | $0 | $0 | $0 | $0 | $0 | ||||||||||||||||||||||||||||||||||||||||||||
Janus Forty Fund | 9/30 | $ | 34,772 | $35,025 | $0 | $2,272 | $0 | $0 | $5,630 | $5,520 | $0 | $0 | $0 | $0 | $0 | $0 | ||||||||||||||||||||||||||||||||||||||||||||
Janus Global Allocation Fund – Conservative | 6/30 | $ | 27,523 | $27,062 | $0 | $2,272 | $0 | $0 | $5,630 | $5,520 | $0 | $0 | $0 | $0 | $0 | $0 | ||||||||||||||||||||||||||||||||||||||||||||
Janus Global Allocation Fund – Growth | 6/30 | $ | 27,523 | $27,062 | $0 | $2,272 | $0 | $0 | $5,630 | $5,520 | $0 | $0 | $0 | $0 | $0 | $0 | ||||||||||||||||||||||||||||||||||||||||||||
Janus Global Allocation Fund – Moderate | 6/30 | $ | 27,523 | $27,062 | $0 | $2,272 | $0 | $0 | $5,630 | $5,520 | $0 | $0 | $0 | $0 | $0 | $0 | ||||||||||||||||||||||||||||||||||||||||||||
Janus Global Bond Fund | 6/30 | $ | 44,084 | $46,182 | $0 | $2,272 | $0 | $0 | $9,340 | $9,155 | $0 | $0 | $0 | $0 | $0 | $0 | ||||||||||||||||||||||||||||||||||||||||||||
Janus Global Life Sciences Fund | 9/30 | $ | 45,860 | $38,752 | $0 | $2,272 | $0 | $0 | $5,630 | $5,520 | $0 | $0 | $0 | $0 | $0 | $0 | ||||||||||||||||||||||||||||||||||||||||||||
Janus Global Real Estate Fund | 9/30 | $ | 42,264 | $41,357 | $0 | $2,272 | $0 | $0 | $10,105 | $9,910 | $0 | $0 | $0 | $0 | $0 | $0 | ||||||||||||||||||||||||||||||||||||||||||||
Janus Global Research Fund | 9/30 | $ | 35,813 | $35,043 | $0 | $9,645 | $0 | $0 | $9,340 | $9,155 | $0 | $0 | $0 | $0 | $0 | $0 | ||||||||||||||||||||||||||||||||||||||||||||
Janus Global Select Fund | 9/30 | $ | 35,813 | $35,043 | $5,597 | $7,869 | $0 | $0 | $9,340 | $9,155 | $0 | $0 | $0 | $0 | $0 | $0 | ||||||||||||||||||||||||||||||||||||||||||||
Janus Global Technology Fund | 9/30 | $ | 44,883 | $43,356 | $3,201 | $5,473 | $0 | $0 | $7,805 | $7,655 | $0 | $0 | $0 | $0 | $0 | $0 | ||||||||||||||||||||||||||||||||||||||||||||
Janus Global Unconstrained Bond Fund | 6/30 | $ | 65,645 | $64,251 | $0 | $2,272 | $0 | $0 | $11,500 | $11,270 | $0 | $0 | $0 | $0 | $0 | $0 | ||||||||||||||||||||||||||||||||||||||||||||
Janus Government Money Market Fund | 6/30 | $ | 30,344 | $29,837 | $0 | $2,272 | $0 | $0 | $5,630 | $5,520 | $0 | $0 | $0 | $0 | $0 | $0 | ||||||||||||||||||||||||||||||||||||||||||||
Janus Growth and Income Fund | 9/30 | $ | 38,500 | $40,172 | $0 | $2,272 | $0 | $0 | $9,340 | $9,155 | $0 | $0 | $0 | $0 | $0 | $0 | ||||||||||||||||||||||||||||||||||||||||||||
Janus High-Yield Fund | 6/30 | $ | 51,137 | $49,598 | $0 | $2,272 | $0 | $0 | $5,630 | $5,520 | $0 | $0 | $0 | $0 | $0 | $0 | ||||||||||||||||||||||||||||||||||||||||||||
Janus Money Market Fund | 6/30 | $ | 30,344 | $29,837 | $0 | $2,272 | $0 | $0 | $5,630 | $5,520 | $0 | $0 | $0 | $0 | $0 | $0 | ||||||||||||||||||||||||||||||||||||||||||||
Janus Multi-Sector Income Fund | 6/30 | $ | 50,816 | $52,115 | $0 | $2,272 | $0 | $0 | $10,105 | $9,910 | $0 | $0 | $0 | $0 | $0 | $0 | ||||||||||||||||||||||||||||||||||||||||||||
Janus Overseas Fund | 9/30 | $ | 41,138 | $40,253 | $5,781 | $8,053 | $0 | $0 | $9,340 | $9,155 | $0 | $0 | $0 | $0 | $0 | $0 | ||||||||||||||||||||||||||||||||||||||||||||
Janus Real Return Fund | 6/30 | $ | 44,035 | $46,134 | $0 | $2,272 | $0 | $0 | $5,630 | $5,520 | $0 | $0 | $0 | $0 | $0 | $0 | ||||||||||||||||||||||||||||||||||||||||||||
Janus Research Fund | 9/30 | $ | 34,772 | $35,025 | $0 | $2,272 | $0 | $0 | $9,340 | $9,155 | $0 | $0 | $0 | $0 | $0 | $0 | ||||||||||||||||||||||||||||||||||||||||||||
Janus Short-Term Bond Fund | 6/30 | $ | 44,355 | $43,616 | $0 | $2,272 | $0 | $0 | $5,630 | $5,520 | $0 | $0 | $0 | $0 | $0 | $0 | ||||||||||||||||||||||||||||||||||||||||||||
Janus Triton Fund | 9/30 | $ | 38,500 | $38,672 | $0 | $2,272 | $0 | $0 | $9,340 | $9,155 | $0 | $0 | $0 | $0 | $0 | $0 | ||||||||||||||||||||||||||||||||||||||||||||
Janus Venture Fund | 9/30 | $ | 38,180 | $37,359 | $0 | $2,272 | $0 | $0 | $9,340 | $9,155 | $0 | $0 | $0 | $0 | $0 | $0 | ||||||||||||||||||||||||||||||||||||||||||||
INTECH Emerging Markets Managed Volatility Fund | 6/30 | $ | 35,603 | $35,008 | $0 | $2,272 | $0 | $0 | $9,340 | $9,155 | $0 | $0 | $0 | $0 | $0 | $0 | ||||||||||||||||||||||||||||||||||||||||||||
INTECH Global Income Managed Volatility Fund | 6/30 | $ | 35,602 | $35,007 | $0 | $2,272 | $0 | $0 | $9,340 | $9,155 | $0 | $0 | $0 | $0 | $0 | $0 | ||||||||||||||||||||||||||||||||||||||||||||
INTECH Global Income Managed Volatility Fund | 6/30 | 35,602 | 35,007 | $ | 0 | 2,272 | 0 | 0 | 9,340 | 9,155 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||||
INTECH International Managed Volatility Fund | 6/30 | $ | 35,602 | $35,007 | $0 | $2,272 | $0 | $0 | $10,105 | $9,910 | $0 | $0 | $0 | $0 | $0 | $0 | ||||||||||||||||||||||||||||||||||||||||||||
INTECH U.S. Managed Volatility Fund | 6/30 | $ | 34,878 | $36,567 | $0 | $2,272 | $0 | $0 | $7,805 | $7,655 | $0 | $0 | $0 | $0 | $0 | $0 | ||||||||||||||||||||||||||||||||||||||||||||
Perkins Global Value Fund | 9/30 | $ | 35,494 | $35,730 | $0 | $2,272 | $0 | $0 | $9,340 | $9,155 | $0 | $0 | $0 | $0 | $0 | $0 | ||||||||||||||||||||||||||||||||||||||||||||
Audit Fees Audit Related Fees Tax Fees All Other Fees Fund Fund Adviser and Fund Adviser and Fund Adviser and Fiscal Year Ended: Perkins International Value Fund Perkins Large Cap Value Fund Perkins Mid Cap Value Fund Perkins Select Value Fund Perkins Small Cap Value Fund Perkins Value Plus Income Fund
Related Entities
Related Entities
Related Entities Fiscal Year
Ended: Fiscal Year
Ended: Fiscal Year
Ended: Fiscal Year
Ended: Fiscal Year
Ended: Fiscal Year
Ended: Fiscal
Year End 2016 2015 2016 2015 2016 2015 2016 2015 2016 2015 2016 2015 2016 2015 9/30 $ 35,494 $34,730 $0 $2,272 $0 $0 $9,340 $9,155 $0 $0 $0 $0 $0 $0 6/30 $ 35,898 $34,295 $0 $2,272 $0 $0 $5,630 $5,520 $0 $0 $0 $0 $0 $0 6/30 $ 36,539 $34,926 $0 $2,272 $0 $0 $7,805 $7,655 $0 $0 $0 $0 $0 $0 6/30 $ 34,878 $34,295 $0 $2,272 $0 $0 $5,630 $5,520 $0 $0 $0 $0 $0 $0 6/30 $ 36,539 $34,926 $0 $2,272 $0 $0 $9,340 $9,155 $0 $0 $0 $0 $0 $0 6/30 $ 41,858 $41,160 $0 $2,272 $0 $0 $7,805 $7,655 $0 $0 $0 $0 $0 $0
Total Non-Audit Fees Billed to Fund | Total Non-Audit Fees Billed to Reporting of Fund) | Total Non-Audit Fees Billed to Advisers and Fund Service Providers (All Other Engagements) | Total | |||||||||||||||||||
| Fiscal Year Ended: | Fiscal Year Ended: | Fiscal Year Ended: | Fiscal Year Ended: | |||||||||||||||||||
| Fiscal Year End | 2016 | 2015 | 2016 | 2015 | 2016 | 2015 | 2016 | 2015 | ||||||||||||||
Janus Adaptive Global Allocation Fund | 6/30 | $10,105 | $12,182 | $85,340 | $82,855 | $50,894 | $48,765 | $189,109 | $184,982 | |||||||||||||
Janus Asia Equity Fund | 9/30 | $9,367 | $11,454 | $85,340 | $82,855 | $50,894 | $48,765 | $180,775 | $178,492 | |||||||||||||
Janus Balanced Fund | 9/30 | $9,340 | $11,427 | $85,340 | $82,855 | $50,894 | $48,765 | $190,712 | $189,714 | |||||||||||||
Janus Contrarian Fund | 9/30 | $18,518 | $20,605 | $85,340 | $82,855 | $50,894 | $48,765 | $199,553 | $194,001 | |||||||||||||
Janus Diversified Alternatives Fund | 6/30 | $10,105 | $12,182 | $85,340 | $82,855 | $50,894 | $48,765 | $188,511 | $186,109 | |||||||||||||
Janus Enterprise Fund | 9/30 | $9,340 | $11,427 | $85,340 | $82,855 | $50,894 | $48,765 | $184,074 | $182,219 | |||||||||||||
Janus Flexible Bond Fund | 6/30 | $5,630 | $7,792 | $85,340 | $82,855 | $50,894 | $48,765 | $186,540 | $183,344 | |||||||||||||
Janus Forty Fund | 9/30 | $5,630 | $7,792 | $85,340 | $82,855 | $50,894 | $48,765 | $176,636 | $174,437 | |||||||||||||
Janus Global Allocation Fund – Conservative | 6/30 | $5,630 | $7,792 | $85,340 | $82,855 | $50,894 | $48,765 | $169,387 | $166,474 | |||||||||||||
Janus Global Allocation Fund – Growth | 6/30 | $5,630 | $7,792 | $85,340 | $82,855 | $50,894 | $48,765 | $169,387 | $166,474 | |||||||||||||
Janus Global Allocation Fund – Moderate | 6/30 | $5,630 | $7,792 | $85,340 | $82,855 | $50,894 | $48,765 | $169,387 | $166,474 | |||||||||||||
Janus Global Bond Fund | 6/30 | $9,340 | $11,427 | $85,340 | $82,855 | $50,894 | $48,765 | $189,658 | $189,229 | |||||||||||||
Janus Global Life Sciences Fund | 9/30 | $5,630 | $7,792 | $85,340 | $82,855 | $50,894 | $48,765 | $187,724 | $178,164 | |||||||||||||
Janus Global Real Estate Fund | 9/30 | $10,105 | $12,182 | $85,340 | $82,855 | $50,894 | $48,765 | $188,603 | $185,159 | |||||||||||||
Janus Global Research Fund | 9/30 | $16,713 | $18,800 | $85,340 | $82,855 | $50,894 | $48,765 | $188,760 | $185,463 | |||||||||||||
Janus Global Select Fund | 9/30 | $14,397 | $17,094 | $85,340 | $82,855 | $50,894 | $48,765 | $186,984 | $183,687 | |||||||||||||
Janus Global Technology Fund | 9/30 | $11,006 | $13,128 | $85,340 | $82,855 | $50,894 | $48,765 | $192,123 | $188,104 | |||||||||||||
Janus Global Unconstrained Bond Fund | 6/30 | $11,500 | $13,542 | $85,340 | $82,855 | $50,894 | $48,765 | $213,379 | $209,413 | |||||||||||||
Janus Government Money Market Fund | 6/30 | $5,630 | $7,792 | $85,340 | $82,855 | $50,894 | $48,765 | $172,208 | $169,249 | |||||||||||||
Janus Growth and Income Fund | 9/30 | $9,340 | $11,427 | $85,340 | $82,855 | $50,894 | $48,765 | $184,074 | $183,219 | |||||||||||||
Janus High-Yield Fund | 6/30 | $5,630 | $7,792 | $85,340 | $82,855 | $50,894 | $48,765 | $193,001 | $189,010 | |||||||||||||
Janus Money Market Fund | 6/30 | $5,630 | $7,792 | $85,340 | $82,855 | $50,894 | $48,765 | $172,208 | $169,249 | |||||||||||||
Total Non-Audit Fees Billed to Fund Total Non-Audit Fees Billed to Reporting of Fund) Total Non-Audit Fees Billed to Engagements) Fiscal Year Ended: Fiscal Year Ended: Fiscal Year Ended: Janus Multi-Sector Income Fund Janus Overseas Fund Janus Real Return Fund Janus Research Fund Janus Short-Term Bond Fund Janus Triton Fund Janus Venture Fund INTECH Emerging Markets Managed Volatility Fund INTECH Global Income Managed Volatility Fund INTECH International Managed Volatility Fund INTECH U.S. Managed Volatility Fund Perkins Global Value Fund Perkins International Value Fund Perkins Large Cap Value Fund Perkins Mid Cap Value Fund Perkins Select Value Fund Perkins Small Cap Value Fund Perkins Value Plus Income Fund
Advisers and Fund Service Providers
(Engagements Related Directly to the
Operations and Financial
Advisers and Fund Service
Providers (All Other Total Fiscal Year
Ended: Fiscal
Year End 2016 2015 2016 2015 2016 2015 2016 2015 6/30 $10,105 $12,182 $85,340 $82,855 $50,894 $48,765 $197,155 $195,917 9/30 $15,121 $17,208 $85,340 $82,855 $50,894 $48,765 $192,493 $189,081 6/30 $5,630 $7,792 $85,340 $82,855 $50,894 $48,765 $185,899 $185,546 9/30 $9,340 $11,427 $85,340 $82,855 $50,894 $48,765 $180,346 $178,072 6/30 $5,630 $7,792 $85,340 $82,855 $50,894 $48,765 $186,219 $183,028 9/30 $9,340 $11,427 $85,340 $82,855 $50,894 $48,765 $184,074 $181,719 9/30 $9,340 $11,427 $85,340 $82,855 $50,894 $48,765 $183,754 $180,406 6/30 $9,340 $11,427 $85,340 $82,855 $50,894 $48,765 $181,177 $178,055 6/30 $9,340 $11,427 $85,340 $82,855 $50,894 $48,765 $181,176 $178,054 6/30 $10,105 $12,182 $85,340 $82,855 $50,894 $48,765 $181,941 $178,809 6/30 $7,805 $9,927 $85,340 $82,855 $50,894 $48,765 $178,917 $178,114 9/30 $9,340 $11,427 $85,340 $82,855 $50,894 $48,765 $181,068 $178,777 9/30 $9,340 $11,427 $85,340 $82,855 $50,894 $48,765 $181,068 $177,777 6/30 $5,630 $7,792 $85,340 $82,855 $50,894 $48,765 $177,762 $173,707 6/30 $7,805 $9,927 $85,340 $82,855 $50,894 $48,765 $180,578 $176,473 6/30 $5,630 $7,792 $85,340 $82,855 $50,894 $48,765 $176,742 $173,707 6/30 $9,340 $11,427 $85,340 $82,855 $50,894 $48,765 $182,113 $177,973 6/30 $7,805 $9,927 $85,340 $82,855 $50,894 $48,765 $185,897 $182,707
Nominating and Governance Committee Charter
JANUS ASPEN SERIES
JANUS INVESTMENT FUND
(Adopted
(Adopted December 5, 2000; Revised December 10, 2001; December 10, 2002;
September 16, 2003; March 16, 2004; June 15, 2004; June 14, 2005; June 14, 2006;
June 20, 2008; July 6, 2009)
I. PURPOSE
2009; June 24, 2010; June 23, 2011; June 21, 2012; June 16, 2016)
| I. | PURPOSE |
The Nominating and Governance Committee (the "Committee"“Committee”) is a committee of the Board of Trustees ("Trustees"(“Board” or “Trustees”) of each of Janus Aspen Series and Janus Investment Fund (each a "Trust"“Trust” and, together, the "Trusts"“Trusts” and each series thereof, a “Fund”). Its primary functions are to:
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| II. | COMPOSITION |
The Committee shall be comprised of three or more Independent Trustees, who shall be designated by a majority vote of the Trustees. Independent Trustees are those Trustees of the Trusts who are not "interested persons"“interested persons” of the Trusts, as defined by the Investment Company Act of 1940, as amended (the "1940 Act"“1940 Act”), and who meet the standards for independence set forth in the Procedures and Guidelines.
The members and Chair of the Committee shall be elected by the Trustees annually and serve until their respective successors shall be duly elected and qualified.
III. MEETINGS
| III. | MEETINGS |
The Committee shall meet four times annually, or more frequently as circumstances dictate. Special meetings (including telephone meetings) may be called by the Chair or a majority of the members of the Committee upon reasonable notice to the other members of the Committee. The presence in person or by telephone of a majority of the number of Committee members shall constitute a quorum at any meeting. If a quorum is not present, the member(s) of the Committee who is/are present may select any other Independent Trustee(s) to serve on the Committee for such meeting to constitute a quorum. The Committee may ask management and representatives of the Trusts’ servicing agents to attend meetings and provide pertinent information as appropriate.
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IV. RESPONSIBILITIES AND DUTIES
| IV. | RESPONSIBILITIES AND DUTIES |
In performing its duties, the Committee will maintain effective working relationships with the Trustees and management. To effectively perform his or her role, each Committee member will obtain an understanding of the detailed responsibilities of Committee membership. Each Committee member will also achieve an understanding of the Trusts'Trusts’ separation of duties and responsibilities among the investment adviser,sub-adviser(s), if any, custodian, transfer agent, fund accounting function and principal accounting officer, and the risks associated with such responsibilities. The duties and responsibilities of a Committee member shall be in addition to his or her duties as a Trustee and include responsibility to prepare for, attend to the extent possible, and actively participate in Committee meetings. Members may pursue training related to their responsibilities.
A. Trustee Nominations, Elections, and Training
| A. | Trustee Nominations, Elections, and Training |
The Committee shall:
1. Identify and nominate candidates for appointment as Trustees of the
Trusts. The principal criterion for selection of candidates is their
ability to contribute to the overall functioning of the Boards and to carry
out the responsibilities of the Trustees. The Trustees, collectively,
should represent a broad cross section of backgrounds, functional
disciplines, and experience. In addition, in considering a potential
candidate's qualifications to serve as a Trustee of a Trust, the Committee
may take into account a wide variety of criteria, including, but not
limited to:
(a) The candidate's knowledge in matters related to the
investment company industry;
(b) The candidate's relevant experience, including as a director
or senior officer of public or private companies, or service as a
director/trustee of a registered investment company;
(c) The candidate's educational background;
(d) The candidate's reputation for high ethical standards and
personal and professional integrity;
(e) Any specific financial, technical or other expertise
possessed by the candidate, and the extent to which such expertise
would complement the Trustees' existing mix of skills and
qualifications;
(f) The candidate's willingness to serve, and willingness and
ability to commit the time necessary for the performance of the duties
of a Trustee, including high attendance at regular and special
meetings and participation in committee activities as needed;
(g) The candidate must exhibit stature commensurate with the
responsibility of representing Fund shareholders;
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(h) If the nomination is for an "independent" trustee, the
candidate must not be considered an "interested" person of the Fund,
Janus Capital Management LLC ("Janus Capital") or any sub-adviser to a
Fund, as defined under the 1940 Act;
(i) The candidate must otherwise be qualified under applicable
laws and regulations to serve as a trustee of the applicable Trust;
and
(j) Such other criteria as the Committee determines to be
relevant in light of the existing composition of the Board, number of
Board members and any anticipated vacancies or other factors.
| 1. | Identify and nominate candidates for appointment as Trustees of the Trusts. The principal criterion for selection of candidates is their ability to contribute to the overall functioning of the Boards and to carry out the responsibilities of the Trustees. The Trustees, collectively, should represent a broad cross section of backgrounds, functional disciplines, and experience. In addition, in considering a potential |
| candidate’s qualifications to serve as a Trustee of a Trust, the Committee may take into account a wide variety of criteria, including, but not limited to: |
| (a) | The candidate’s knowledge in matters related to the investment company industry, any professional licenses, designations, or certifications currently or previously held; |
| (b) | The candidate’s relevant experience, including as a director or senior officer of public or private companies, or service as a director/trustee of a registered investment company; |
| (c) | The candidate’s educational background; |
| (d) | The candidate’s reputation for high ethical standards and personal and professional integrity; |
| (e) | Any specific financial, technical or other expertise possessed by the candidate, and the extent to which such expertise would complement the Trustees’ existing mix of skills and qualifications; |
| (f) | The candidate’s willingness to serve, and willingness and ability to commit the time necessary for the performance of the duties of a Trustee, including high attendance at regular and special meetings and participation in committee activities as needed; |
| (g) | The candidate must exhibit stature commensurate with the responsibility of representing Fund shareholders; |
| (h) | If the nomination is for an “independent” trustee, the candidate must not be considered an “interested” person of the Fund, Janus Capital Management LLC (“Janus Capital”), or anysub-adviser to a Fund or Janus Distributors LLC, as defined under the 1940 Act; |
| (i) | The candidate must otherwise be qualified under applicable laws and regulations to serve as a trustee of the applicable Trust; and |
| (j) | Such other criteria as the Committee determines to be relevant in light of the existing composition of the Board, number of Board members and any anticipated vacancies or other factors. |
Although Janus Capital, current Trustees, current shareholders of a Fund and any other person or entity that may be deemed necessary or desirable by the Committee, may submit to the Committee suggested candidates for Trustees, neither the Committee nor the Independent Trustees as a group shall consider those candidates on a preferential basis as opposed to other possible candidates. Shareholders may submit the name of a candidate for consideration by the Committee by submitting their recommendations to the Trusts'Trusts’ Secretary in accordance with the Procedures for Consideration of Trustee Candidates Submitted by Shareholders ("(“Shareholder Nomination Procedures"Procedures”) attached as Appendix 1. The Trusts'Trusts’ Secretary will forward all such recommendations to the ChairmanChair of the Committee (or his designee) promptly upon receipt, and, for shareholder recommendations, in accordance with the Shareholder Nomination Procedures.
The Committee may use any process it deems appropriate for the purpose of evaluating candidates, which process may include, without limitation, personal interviews, background checks, written submissions by the candidates and third party references. The Committee shall be empowered to use Trust assets to retain consultants and other professionals to assist in the process of evaluating candidates. There is no difference in the manner by which the Committee will evaluate nominees when the nominee is submitted by a shareholder.
The Committee reserves the right to make the final selection regarding the nomination of any Trustee of a Trust and to recommend such nomination to the Independent Trustees of the applicable Trust.
2. Review periodically the composition and size of the Board of
Trustees to determine whether it may be appropriate to add individuals with
backgrounds or skill sets different from those of the current Trustees.
3. Oversee arrangements for orientation of new Independent Trustees,
continuing education for the Independent Trustees, and an annual evaluation
of the performance of the Independent Trustees in accordance with the
Procedures and Guidelines.
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B. Committee Nominations and Functions
| 2. | Review periodically the composition and size of the Board of Trustees to determine whether it may be appropriate to add individuals with backgrounds or skill sets different from those of the current Trustees. |
| 3. | Oversee arrangements for orientation of new Independent Trustees, continuing education for the Independent Trustees, and an annual evaluation of the performance of the Independent Trustees in accordance with the Procedures and Guidelines. |
| B. | Committee Nominations and Functions |
The Committee shall:
1. Identify and recommend individuals for membership on all
committees, recommend individuals to chair committees, and review committee
assignments at least annually.
2. Review as necessary the responsibilities of each committee, whether
there is a continuing need for each committee, whether there is a need for
additional committees, and whether committees should be combined or
reorganized.
C. Governance Oversight
| 1. | Identify and recommend individuals for membership on all committees, recommend individuals to chair committees, and review committee assignments at least annually. |
| 2. | Review as necessary the responsibilities of each committee, whether there is a continuing need for each committee, whether there is a need for additional committees, and whether committees should be combined or reorganized. |
| C. | Governance Oversight |
The Committee shall:
1. Oversee the governance processes and activities of the Trustees to
assure conformity to the Procedures and Guidelines.
2. Recommend an Independent Trustee of the Trust for appointment by
the Trustees as Chairman of the Trustees, as described in each Trust's
Declaration of Trust or Trust Instrument, or by-laws. The Chairman of the
Trustees may perform the following functions:
(a) Act as the primary contact between Janus Capital and the
Trustees, undertaking to meet or confer periodically with members of
the Janus Capital executive team regarding matters related to the
operations and performance of the Trusts;
(b) Coordinate the Trustees' use of outside resources, including
consultants or other professionals;
(c) Coordinate an annual schedule of portfolio reports to the
Trustees;
(d) Conduct the Trustee meetings;
(e) Confer with Janus Capital personnel and counsel for the
Independent Trustees in planning agendas for regular board and
committee meetings; and
(f) Perform such other duties as the Independent Trustees may
determine from time to time.
3. Review annually the Procedures and Guidelines, and recommend
changes, if any, to the Trustees.
D. Trustee Meeting Planning
| 1. | Oversee the governance processes and activities of the Trustees to assure conformity to the Procedures and Guidelines. |
| 2. | Recommend an Independent Trustee of the Trust for appointment by the Trustees as Chair of the Trustees, as described in each Trust’s Declaration of Trust or Trust Instrument, orby-laws. The Chair of the Trustees may perform the following functions: |
| (a) | Act as the primary contact between Janus Capital and the Trustees, undertaking to meet or confer periodically with members of the Janus Capital executive team regarding matters related to the operations and performance of the Trusts; |
| (b) | Coordinate the Trustees’ use of outside resources, including consultants or other professionals; |
| (c) | Coordinate an annual schedule of portfolio reports to the Trustees; |
| (d) | Conduct the Trustee meetings; |
| (e) | Confer with Janus Capital personnel and counsel for the Independent Trustees in planning agendas for regular board and committee meetings; and |
| (f) | Perform such other duties as the Independent Trustees may determine from time to time. |
| 3. | Review annually the Procedures and Guidelines, and recommend changes, if any, to the Trustees. |
| D. | Trustee Meeting Planning |
The Committee shall consult with management in planning Trustee meetings and may from time to time recommend agenda items, or request presentations from particular service providers, consultants, or portfolio managers, either to the Committee or the Trustees.
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E. Other Responsibilities and Duties
| E. | Other Responsibilities and Duties |
The Committee shall:
1. Review annually the compensation of the Independent Trustees and
determine whether to recommend to the Trustees any change in the schedule
of compensation. The Committee may also recommend that the Trustees
authorize the payment of supplemental compensation to any one or more
Independent Trustees in view of special responsibilities assumed, services
rendered or any other appropriate factors.
2. Authorize and oversee investigations into any matters within the
Committee's scope of responsibilities. The Committee shall be empowered to
use Trust assets to retain independent counsel, consultants, and other
professionals to assist in the conduct of any investigation. Janus Capital
will report the use of Trust assets for such purpose quarterly to the
Trustees.
3. Review this Charter at least annually and recommend changes, if
any, to the Trustees.
4. Perform any other activities consistent with this Charter, each
Trust's Declaration of Trust or Trust Instrument, by-laws, and governing
law as the Committee or the Trustees deem necessary or appropriate.
5. Maintain minutes of its meetings and report to the Trustees.
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APPENDIX
| 1. | Review annually the compensation of the Independent Trustees and determine whether to recommend to the Trustees any change in the schedule of compensation. The Committee may also recommend that the Trustees authorize the payment of supplemental compensation to any one or more Independent Trustees in view of special responsibilities assumed, services rendered or any other appropriate factors. |
| 2. | Authorize and oversee investigations into any matters within the Committee’s scope of responsibilities. The Committee shall be empowered to use Trust assets to retain independent counsel, consultants, and other professionals to assist in the conduct of any investigation or to advise the Committee. Janus Capital will report any use of Trust assets for such purpose quarterly to the Trustees. |
| 3. | Lead the Trustees’ annual self-assessment process. |
| 4. | Review this Charter at least annually and recommend changes, if any, to the Trustees. |
| 5. | Perform any other activities consistent with this Charter, each Trust’s Declaration of Trust or Trust Instrument,by-laws, and governing law as the Committee or Trustees deem necessary or appropriate. |
| 6. | Report its significant activities to the Trustees and make such recommendations with respect to the foregoing matters as the Committee may consider necessary or appropriate. |
| 7. | Maintain minutes of its meetings. |
Appendix 1
JANUS INVESTMENT FUND
JANUS ASPEN SERIES
(EACH A "TRUST," AND TOGETHER, THE "TRUSTS," AND EACH
SERIES OF A TRUST, A "FUND"
(each a “Trust,” and together, the “Trusts,” and each
series of a Trust, a “Fund”)
PROCEDURES FOR CONSIDERATION OF TRUSTEE CANDIDATES SUBMITTED BY SHAREHOLDERS
(ADOPTED MARCH
(Adopted March 16, 2004; REVISED JULYRevised July 6, 2009)
2009; Revised June 24, 2010; June 23, 2011)
The Trusts'Trusts’ Nominating and Governance Committee ("Committee"(“Committee”) is responsible for identifying and nominating candidates for appointment as Trustees of the Trusts. Shareholders of a Fund may submit names of potential candidates for nomination as Trustee of a Trust in accordance with these Procedures.
A candidate for nomination as Trustee of a Trust submitted by a shareholder will not be deemed to be properly submitted to the Committee for the Committee'sCommittee’s consideration unless the following qualifications have been met and procedures followed:
1. A shareholder of a Fund who wishes to nominate a candidate for election to a Trust'sTrust’s Board of Trustees ("(“Nominating Shareholder"Shareholder”) must submit any such recommendation in writing via regular mail to the attention of the Secretary of the Trust, at the address of the principal executive offices of the Trust ("(“Shareholder Recommendation"Recommendation”).
2. The Shareholder Recommendation must include: (i) the class or series and number of all shares of the Fund owned beneficially or of record by the Nominating Shareholder at the time the recommendation is submitted and the dates on which such shares were acquired, specifying the number of shares owned beneficially; (ii) a full listing of the proposed candidate'scandidate’s education, experience (including knowledge of the investment company industry, any professional licenses, designations or certifications currently or previously held, anynon-profit activities relevant to board services, experience as a director or senior officer of public or private companies, and directorships on other boards or other boards of other registered investment companies), current employment, date of birth, business and residence address, and the names and addresses of at least three professional references; (iii) information as to whether the candidate is or may be an "interested person"“interested person” (as such term is defined in the Investment Company Act of 1940, as amended) of the Fund, Janus Capital Management LLC, or any sub-
advisersub-adviser to a Fund, and, if believed not to be an "interested“interested person,"” information regarding the candidate that will be sufficient for the Fund to make such determination; (iv) the written and signed consent of the candidate to be named as a nominee and to serve as a Trustee of the Trust, if elected; (v) a description of all arrangements or understandings between the Nominating Shareholder, the candidate and/or any other person or persons (including their names) pursuant to which the Shareholder Recommendation is being made, and if none, so specify; (vi) the class or series and number of all shares of the Fund owned of record or beneficially by the candidate, A-6
3. The Committee may require the Nominating Shareholder to furnish such other information as it may reasonably require or deem necessary to verify any information furnished pursuant to paragraph 2 above or to determine the qualifications and eligibility of the candidate proposed by the Nominating Shareholder to serve as a Trustee of a Trust. If the Nominating Shareholder fails to provide such other information in writing within sevenfourteen days of receipt of written request from the Committee, the recommendation of such candidate as a nominee will be deemed not properly submitted for consideration, and the Committee is not required to consider such candidate.
Unless otherwise specified by the Committee chairmanchair (or his designee) or by outside counsel to the independent Trustees, the Secretary of the Trust (or her designee) will promptly forward all Shareholder Recommendations to the Committee chairmanchair (or his designee) and the outside counsel to the independent Trustees of the Trust, indicating whether the Shareholder Recommendation has been properly submitted pursuant to these Procedures.
Recommendations for candidates as Trustees of a Trust will be evaluated, among other things, in light of whether the number of Trustees is expected to change and whether the Trustees expect any vacancies. When the Committee is not actively recruiting new Trustees, Shareholder Recommendations will be kept on file until active recruitment is under way.
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APPENDIX B
NOMINEE OWNERSHIP
The following table sets
Principal Holders
Except as set forth below, as of December 31, 2009, the dollar range
of equity securities beneficially owned by each Trustee and nominee in the
Funds, as well as the aggregate dollar range of equity securities beneficially
owned by29, 2016, the Trustees and nominees inthe officers of each Fund, individually, and all mutual funds advisedTrustees and officers of each Fund, as a group, owned less than 1% of the outstanding shares of any class of each Fund.
| Fund | Share Class | Trustee/Officer | Shares Owned | Percentage Owned | ||||
| Janus Adaptive Global Allocation Fund | Class D Shares | Ashwin Alankar | 1,583.025 | 1.1% | ||||
| Janus Asia Equity Fund | Class D Shares | William Stewart | 8,030.822 | 1.2% | ||||
| Trustees and officers as a group | 12,294.536 | 1.9% | ||||||
| Janus Diversified Alternatives Fund | Class D Shares | John Fujiwara | 47,293.970 | 10.4% | ||||
| Janus Global Allocation Fund – Conservative | Class I Shares | Enrique Chang | 4,435.116 | 1.3% | ||||
| Trustees and officers as a group | 4,764.473 | 1.4% | ||||||
| Janus Global Allocation Fund – Growth | Class I Shares | Enrique Chang | 4,236.428 | 1.2% | ||||
| Trustees and officers as a group | 8,875.068 | 2.5% | ||||||
| Janus Global Allocation Fund – Moderate | Class I Shares | David Kowalski | 15,337.509 | 4.2% | ||||
| Trustees and officers as a group | 15,996.281 | 4.4% | ||||||
| Janus Global Technology Fund | Class I Shares | Trustees and officers as a group* | 19,627.153 | 1.1% | ||||
| Janus Global Unconstrained Bond Fund | Class I Shares | William Gross | 78,221,252.676 | 53.9% | ||||
| Trustees and officers as a group | 78,247,023.295 | 53.9% | ||||||
| Janus Government Money Market Fund | Class T Shares | David Kowalski | 188,777.630 | 2.1% | ||||
| Janus Growth and Income Fund | Class A Shares | E. Marc Pinto | 38,467.854 | 6.4% | ||||
| Janus Growth and Income Fund | Class I Shares | Trustees and officers as a group* | 17,602.225 | 1.1% | ||||
| Janus Multi-Sector Income Fund | Class D Shares | John Lloyd | 26,689.004 | 1.8% | ||||
| Seth Meyer | 33,162.242 | 2.2% | ||||||
| Trustees and officers as a group | 60,926.648 | 4.0% | ||||||
| Janus Multi-Sector Income Fund | Class T Shares | John Kerschner | 14,403.616 | 1.3% | ||||
| John Lloyd | 18,143.379 | 1.7% | ||||||
| Janus Real Return Fund | Class D Shares | David Kowalski | 33,244.703 | 3.5% | ||||
| Janus Real Return Fund | Class T Shares | Darrell Watters | 27,073.347 | 9.6% | ||||
| Janus Short-Term Bond Fund | Class N Shares | Darrell Watters | 202,512.668 | 1.8% | ||||
| Perkins Value Plus Income Fund | Class D Shares | Trustees and officers as a group | 159,579.604 | 5.7% | ||||
| * | As of December 29, 2016, each Trustee and officer of the Fund, individually, owned less than 1% of the outstanding shares of such class of shares. |
In addition, an investment by Janus Capital’s funds of funds may comprise a significant percentage of a share class or a Fund.
As of December 29, 2016, the percentage ownership of any person or entity owning 5% or more of the outstanding Shares of any class of the Funds is listed below. Any person or entity that beneficially owns, directly or through one or more controlled companies, more than 25% of the voting securities of a company is presumed to “control” such company. Accordingly, to the extent that a person or entity is identified as the beneficial owner of more than 25% of the voting securities of a Fund, or is identified as the record owner of more than 25% of a Fund and has voting and/or investment powers, that person or entity may be presumed to control such Fund. A controlling shareholder’s vote could have a more significant effect on matters presented to shareholders for approval than the vote of other Fund shareholders. In addition, a large redemption by a controlling shareholder could significantly reduce the asset size of a Fund, which may adversely affect the Fund’s investment flexibility, portfolio diversification, and expense ratio.
As of December 29, 2016, each of William H. Gross, portfolio manager of Janus Global Unconstrained Bond Fund, and Robert Perkins, co-portfolio manager of Perkins Select Value Fund, are deemed to control each respective Fund by virtue of owning more than 25% of the outstanding Shares of the Fund.
To the extent that Janus Capital, an affiliate, or an individual, such as a Fund’s portfolio manager(s), owns a significant portion of the Shares of any class of a Fund or a Fund as a whole, the redemption of those Shares may have an adverse effect on the Fund, a share class, and/or its shareholders. Janus Capital may consider the effect of redemptions on such Fund and overseenthe Fund’s other shareholders in deciding whether to redeem its Shares. In certain circumstances, Janus Capital’s or to be overseen byJanus’s ownership may not represent beneficial ownership. To the Trustees and nominees (52 fundsbest knowledge of the Trust, entities other than Janus Capital shown as owning more than 25% of the outstanding Shares of a class of a Fund are not the beneficial owners of such Shares, unless otherwise indicated.
The following chart lists each shareholder or group of shareholders who beneficially (or of record) owned more than 5% of any class of shares for the Fund as of December 31, 2009).
29, 2016:
| Fund Name and Class | Shareholder and Address of Record | Number of Shares | Percentage Ownership | |||||||
INTECH Emerging Markets Managed Volatility Fund | Janus Capital Group Inc. | 15,425.412 | 100 | %* | ||||||
Class A Shares | Denver, CO | |||||||||
INTECH Global Income Managed Volatility Fund | American Enterprise Investment Svc | 1,654,635.349 | 56.57 | % | ||||||
Class A Shares | FBO 41999970 | |||||||||
| Minneapolis, MN | ||||||||||
| Raymond James | 663,582.974 | 22.69 | % | |||||||
| House Acct Firm #92500015 | ||||||||||
| Omnibus for Mutual Funds | ||||||||||
| St. Petersburg, FL | ||||||||||
| Pershing LLC | 241,506.605 | 8.26 | % | |||||||
| Jersey City, NJ | ||||||||||
INTECH International Managed Volatility Fund | American Enterprise Investment Svc | 1,086,747.881 | 79.23 | % | ||||||
Class A Shares | FBO 41999970 | |||||||||
| Minneapolis, MN | ||||||||||
| Pershing LLC | 112,278.270 | 8.19 | % | |||||||
| Jersey City, NJ | ||||||||||
| Raymond James | 101,537.064 | 7.40 | % | |||||||
| House Acct Firm #92500015 | ||||||||||
| Omnibus for Mutual Funds | ||||||||||
| St. Petersburg, FL | ||||||||||
INTECH U.S. Managed Volatility Fund | American Enterprise Investment Svc | 2,202,308.809 | 54.08 | % | ||||||
Class A Shares | FBO 41999970 | |||||||||
| Minneapolis, MN | ||||||||||
| Raymond James | 840,701.617 | 20.64 | % | |||||||
| House Acct Firm #92500015 | ||||||||||
| Omnibus for Mutual Funds | ||||||||||
| St. Petersburg, FL | ||||||||||
| National Financial Services LLC | 231,997.336 | 5.70 | % | |||||||
| For the Exclusive Benefit of Our Customers | ||||||||||
| Jersey City, NJ | ||||||||||
| Pershing LLC | 214,456.431 | 5.27 | % | |||||||
| Jersey City, NJ | ||||||||||
Janus Adaptive Global Allocation Fund Class A Shares Janus Asia Equity Fund Class A Shares Janus Balanced Fund Class A Shares Janus Contrarian Fund Class A SharesFund Name and Class Shareholder and Address of Record Number of
Shares Percentage
Ownership Janus Capital Group Inc. 50,560.131 83.25 %* Denver, CO Pershing LLC 10,173.776 16.75 % Jersey City, NJ Wells Fargo Clearing Services LLC 10,447.739 35.61 % Special Custody Acct For the Exclusive Benefit of Customer St. Louis, MO Janus Capital Group Inc. 9,578.766 32.65 %* Denver, CO Pershing LLC 3,035.623 10.35 % Jersey City, NJ National Financial Services LLC 2,246.350 7.66 % For the Exclusive Benefit of Our Customers Jersey City, NJ American Enterprise Investment Svc 2,010.051 6.85 % FBO 41999970 Minneapolis, MN Edward D Jones & Co Custodian 1,530.558 5.22 % FBO GDR RTH Channelview, TX American Enterprise Investment Svc 9,972,970.375 31.93 % FBO 41999970 Minneapolis, MN Merrill Lynch Pierce Fenner & Smith, Inc. 5,409,137.790 17.32 % For the Sole Benefit of Customers Jacksonville, FL Raymond James 3,867,243.001 12.38 % House Acct Firm #92500015 Omnibus for Mutual Funds St. Petersburg, FL National Financial Services LLC 2,215,823.070 7.09 % For the Exclusive Benefit of Our Customers Jersey City, NJ Pershing LLC 1,955,454.425 6.26 % Jersey City, NJ American Enterprise Investment Svc 1,085,532.704 46.47 % FBO 41999970 Minneapolis, MN Merrill Lynch Pierce Fenner & Smith, Inc. 248,139.966 10.62 % For the Sole Benefit of Customers Jacksonville, FL Raymond James 194,845.625 8.34 % House Acct Firm #92500015 Omnibus for Mutual Funds St. Petersburg, FL Morgan Stanley & Co 164,027.077 7.02 % Jersey City, NJ Pershing LLC 142,630.322 6.11 % Jersey City, NJ Wells Fargo Clearing Services LLC 124,001.612 5.31 % Special Custody Acct For the Exclusive Benefit of Customer St. Louis, MO
Janus Diversified Alternatives Fund Class A Shares Janus Enterprise Fund Class A Shares Janus Flexible Bond Fund Class A Shares Janus Forty Fund Class A SharesFund Name and Class Shareholder and Address of Record Number of
Shares Percentage
Ownership Janus Capital Group Inc. 111,889.199 35.84 %* Denver, CO American Enterprise Investment Svc 99,705.775 31.94 % FBO 41999970 Minneapolis, MN UBS WM USA 97,370.983 31.19 % 0O0 11011 6100 Spec Cdy A/C Excl Ben Cust UBSFSI Weehawken, NJ Merrill Lynch Pierce Fenner & Smith, Inc. 1,469,017.738 20.98 % For the Sole Benefit of Customers Jacksonville, FL American Enterprise Investment Svc 1,315,411.730 18.79 % FBO 41999970 Minneapolis, MN National Financial Services LLC 985,910.007 14.08 % For the Exclusive Benefit of Our Customers Jersey City, NJ Raymond James 471,222.417 6.73 % House Acct Firm #92500015 Omnibus for Mutual Funds St. Petersburg, FL Pershing LLC 424,159.106 6.06 % Jersey City, NJ Transamerica Advisors Life Ins Co 395,467.479 5.65 % ML Life Variable Annuity Sep Acct D Cedar Rapids, IA American Enterprise Investment Svc 24,107,920.959 39.29 % FBO 41999970 Minneapolis, MN Raymond James 13,566,251.977 22.11 % House Acct Firm #92500015 Omnibus for Mutual Funds St. Petersburg, FL Merrill Lynch Pierce Fenner & Smith, Inc. 10,522,572.563 17.15 % For the Sole Benefit of Customers Jacksonville, FL Pershing LLC 3,697,813.636 6.03 % Jersey City, NJ American Enterprise Investment Svc 1,985,043.455 24.11 % FBO 41999970 Minneapolis, MN Merrill Lynch Pierce Fenner & Smith, Inc. 1,953,188.699 23.73 % For the Sole Benefit of Customers Jacksonville, FL Morgan Stanley & Co 883,348.811 10.73 % Jersey City, NJ Raymond James 575,384.893 6.99 % House Acct Firm #92500015 Omnibus for Mutual Funds St. Petersburg, FL Pershing LLC 526,550.827 6.40 % Jersey City, NJ National Financial Services LLC 444,810.543 5.40 % For the Exclusive Benefit of Our Customers Jersey City, NJ
Janus Global Allocation Fund – Conservative Class A Shares Janus Global Allocation Fund – Growth Class A Shares Janus Global Allocation Fund – Moderate Class A Shares Janus Global Bond Fund Class A SharesFund Name and Class Shareholder and Address of Record Number of
Shares Percentage
Ownership American Enterprise Investment Svc 162,093.550 32.24 % FBO 41999970 Minneapolis, MN Wells Fargo Clearing Services LLC 81,399.552 16.19 % Special Custody Acct For the Exclusive Benefit of Customer St. Louis, MO Pershing LLC 53,954.997 10.73 % Jersey City, NJ National Financial Services LLC 36,749.607 7.31 % For the Exclusive Benefit of Our Customers Jersey City, NJ Merrill Lynch Pierce Fenner & Smith, Inc. 27,951.122 5.56 % For the Sole Benefit of Customers Jacksonville, FL State Street Bank & Trust As Cust 26,958.867 5.36 % FBO ADP Access Product Boston, MA Pershing LLC 109,920.661 25.41 % Jersey City, NJ State Street Bank & Trust As Cust 77,756.961 17.97 % FBO ADP Access Product Boston, MA American Enterprise Investment Svc 76,202.872 17.61 % FBO 41999970 Minneapolis, MN Robert W Baird & Co Inc. 45,604.476 10.54 % Account XXXX-XXXX Milwaukee, WI Wells Fargo Clearing Services LLC 36,922.908 8.53 % Special Custody Acct For the Exclusive Benefit of Customer St. Louis, MO Ascensus Trust Company 22,770.993 5.26 % FBO ZaZa Energy, LLC Retirement Plan XXXXX Fargo, ND Pershing LLC 419,695.643 44.00 % Jersey City, NJ Merrill Lynch Pierce Fenner & Smith, Inc. 153,754.306 16.12 % For the Sole Benefit of Customers Jacksonville, FL American Enterprise Investment Svc 132,300.141 13.87 % FBO 41999970 Minneapolis, MN State Street Bank & Trust As Cust 63,697.135 6.68 % FBO ADP Access Product Boston, MA American Enterprise Investment Svc 891,777.550 73.18 % FBO 41999970 Minneapolis, MN Raymond James 68,688.309 5.64 % House Acct Firm #92500015 Omnibus for Mutual Funds St. Petersburg, FL Morgan Stanley & Co 65,871.440 5.41 % Jersey City, NJ
Janus Global Life Sciences Fund Class A Shares Janus Global Real Estate Fund Class A Shares Janus Global Research Fund Class A SharesFund Name and Class Shareholder and Address of Record Number of
Shares Percentage
Ownership American Enterprise Investment Svc 1,636,414.658 31.68 % FBO 41999970 Minneapolis, MN Pershing LLC 633,576.067 12.27 % Jersey City, NJ Merrill Lynch Pierce Fenner & Smith, Inc. 395,224.864 7.65 % For the Sole Benefit of Customers Jacksonville, FL Morgan Stanley & Co 369,001.751 7.14 % Jersey City, NJ Wells Fargo Clearing Services LLC 354,417.060 6.86 % Special Custody Acct For the Exclusive Benefit of Customer St. Louis, MO Raymond James 352,855.682 6.83 % House Acct Firm #92500015 Omnibus for Mutual Funds St. Petersburg, FL National Financial Services LLC 320,199.700 6.20 % For the Exclusive Benefit of Our Customers Jersey City, NJ American Enterprise Investment Svc 604,860.267 53.03 % FBO 41999970 Minneapolis, MN Raymond James 144,089.796 12.63 % House Acct Firm #92500015 Omnibus for Mutual Funds St. Petersburg, FL Merrill Lynch Pierce Fenner & Smith, Inc. 88,387.337 7.75 % For the Sole Benefit of Customers Jacksonville, FL American Enterprise Investment Svc 79,820.230 27.29 % FBO 41999970 Minneapolis, MN Merrill Lynch Pierce Fenner & Smith, Inc. 68,275.911 23.34 % For the Sole Benefit of Customers Jacksonville, FL Raymond James 48,919.548 16.72 % House Acct Firm #92500015 Omnibus for Mutual Funds St. Petersburg, FL Pershing LLC 25,332.411 8.66 % Jersey City, NJ UBS WM USA 17,993.415 6.15 % 0O0 11011 6100 Spec Cdy A/C Excl Ben Cust UBSFSI Weehawken, NJ Morgan Stanley & Co 15,971.556 5.46 % Jersey City, NJ
Janus Global Select Fund Class A Shares Janus Global Unconstrained Bond Fund Class A Shares Janus Growth and Income Fund Class A SharesFund Name and Class Shareholder and Address of Record Number of
Shares Percentage
Ownership Pershing LLC 108,298.536 33.00 % Jersey City, NJ American Enterprise Investment Svc 64,417.197 19.63 % FBO 41999970 Minneapolis, MN Raymond James 48,104.246 14.66 % House Acct Firm #92500015 Omnibus for Mutual Funds St. Petersburg, FL National Financial Services LLC 24,432.081 7.44 % For the Exclusive Benefit of Our Customers Jersey City, NJ Reliance Trust Company 18,472.593 5.63 % FBO MassMutual DMF Atlanta, GA Morgan Stanley & Co 18,326.677 5.58 % Jersey City, NJ Pershing LLC 2,292,477.295 22.53 % Jersey City, NJ Morgan Stanley & Co 1,733,051.199 17.03 % Jersey City, NJ Wells Fargo Clearing Services LLC 1,541,311.627 15.15 % Special Custody Acct For the Exclusive Benefit of Customer St. Louis, MO Raymond James 1,404,618.271 13.80 % House Acct Firm #92500015 Omnibus for Mutual Funds St. Petersburg, FL Merrill Lynch Pierce Fenner & Smith, Inc. 1,062,204.870 10.44 % For the Sole Benefit of Customers Jacksonville, FL Janus Capital Group Inc. 585,521.325 5.75 %* Denver, CO Raymond James 131,679.842 21.85 % House Acct Firm #92500015 Omnibus for Mutual Funds St. Petersburg, FL American Enterprise Investment Svc 120,557.781 20.00 % FBO 41999970 Minneapolis, MN Morgan Stanley & Co 107,227.428 17.79 % Jersey City, NJ Wells Fargo Clearing Services LLC 101,053.491 16.77 % Special Custody Acct For the Exclusive Benefit of Customer St. Louis, MO National Financial Services LLC 31,675.267 5.26 % For the Exclusive Benefit of Our Customers Jersey City, NJ Merrill Lynch Pierce Fenner & Smith, Inc. 31,212.281 5.18 % For the Sole Benefit of Customers Jacksonville, FL
Janus High-Yield Fund Class A Shares Janus Multi-Sector Income Fund Class A Shares Janus Overseas Fund Class A SharesFund Name and Class Shareholder and Address of Record Number of
Shares Percentage
Ownership American Enterprise Investment Svc 3,055,828.534 40.62 % FBO 41999970 Minneapolis, MN Raymond James 794,135.088 10.56 % House Acct Firm #92500015 Omnibus for Mutual Funds St. Petersburg, FL TD Ameritrade Inc. 595,509.030 7.92 % FBO Our Customers Omaha, NE Merrill Lynch Pierce Fenner & Smith, Inc. 532,921.832 7.08 % For the Sole Benefit of Customers Jacksonville, FL Pershing LLC 410,806.411 5.46 % Jersey City, NJ Morgan Stanley & Co 399,394.557 5.31 % Jersey City, NJ Wells Fargo Clearing Services LLC 385,109.215 5.12 % Special Custody Acct For the Exclusive Benefit of Customer St. Louis, MO Janus Capital Group Inc. 695,141.171 63.37 %* Denver, CO National Financial Services LLC 164,001.069 14.95 % For the Exclusive Benefit of Our Customers Jersey City, NJ American Enterprise Investment Svc 160,885.436 14.67 % FBO 41999970 Minneapolis, MN Merrill Lynch Pierce Fenner & Smith, Inc. 211,233.259 27.08 % For the Sole Benefit of Customers Jacksonville, FL American Enterprise Investment Svc 139,731.341 17.91 % FBO 41999970 Minneapolis, MN Pershing LLC 56,659.713 7.26 % Jersey City, NJ Morgan Stanley & Co 45,838.424 5.88 % Jersey City, NJ Reliance Trust Company 43,267.877 5.55 % FBO MassMutual DMF Atlanta, GA MG Trust Company Cust. 41,935.452 5.38 % FBO Kades-Margolis 403B MBD Denver, CO Raymond James 40,625.786 5.21 % House Acct Firm #92500015 Omnibus for Mutual Funds St. Petersburg, FL
Janus Real Return Fund Class A Shares Janus Research Fund Class A Shares Janus Short-Term Bond Fund Class A Shares Janus Triton Fund Class A SharesFund Name and Class Shareholder and Address of Record Number of
Shares Percentage
Ownership Janus Capital Group Inc. 129,226.336 41.55 %* Denver, CO American Enterprise Investment Svc 118,559.439 38.12 % FBO 41999970 Minneapolis, MN Raymond James 26,492.091 8.52 % House Acct Firm #92500015 Omnibus for Mutual Funds St. Petersburg, FL National Financial Services LLC 23,272.662 7.48 % For the Exclusive Benefit of Our Customers Jersey City, NJ American Enterprise Investment Svc 224,075.821 39.18 % FBO 41999970 Minneapolis, MN Pershing LLC 87,219.591 15.25 % Jersey City, NJ Raymond James 70,557.223 12.34 % House Acct Firm #92500015 Omnibus for Mutual Funds St. Petersburg, FL Morgan Stanley & Co 50,298.170 8.80 % Jersey City, NJ American Enterprise Investment Svc 14,589,448.563 33.52 % FBO 41999970 Minneapolis, MN Merrill Lynch Pierce Fenner & Smith, Inc. 5,805,054.393 13.34 % For the Sole Benefit of Customers Jacksonville, FL Raymond James 4,312,274.581 9.91 % House Acct Firm #92500015 Omnibus for Mutual Funds St. Petersburg, FL Pershing LLC 3,918,855.446 9.00 % Jersey City, NJ Wells Fargo Clearing Services LLC 3,745,924.865 8.61 % Special Custody Acct For the Exclusive Benefit of Customer St. Louis, MO UBS WM USA 2,256,278.781 5.18 % 0O0 11011 6100 Spec Cdy A/C Excl Ben Cust UBSFSI Weehawken, NJ LPL Financial 2,251,907.449 5.17 % Omnibus Customer Account San Diego, CA American Enterprise Investment Svc 7,311,698.866 29.06 % FBO 41999970 Minneapolis, MN Merrill Lynch Pierce Fenner & Smith, Inc. 6,141,015.144 24.40 % For the Sole Benefit of Customers Jacksonville, FL Raymond James 2,176,365.462 8.65 % House Acct Firm #92500015 Omnibus for Mutual Funds St. Petersburg, FL
Percentage Ownership Janus Venture Fund Class A Shares Perkins Global Value Fund Class A Shares Perkins International Value Fund Class A Shares Perkins Large Cap Value Fund Class A SharesFund Name and Class Shareholder and Address of Record Number of
Shares Raymond James 127,315.349 23.70 % House Acct Firm #92500015 Omnibus for Mutual Funds St. Petersburg, FL American Enterprise Investment Svc 110,754.899 20.62 % FBO 41999970 Minneapolis, MN National Financial Services LLC 91,946.941 17.12 % For the Exclusive Benefit of Our Customers Jersey City, NJ Morgan Stanley & Co 59,630.603 11.10 % Jersey City, NJ Pershing LLC 39,957.150 7.44 % Jersey City, NJ American Enterprise Investment Svc 643,727.753 55.15 % FBO 41999970 Minneapolis, MN Counsel Trust DBA MATC 134,071.506 �� 11.49 % FBO Olympic Steel Inc. EE’s 401K Pittsburgh, PA Raymond James 96,796.414 8.29 % House Acct Firm #92500015 Omnibus for Mutual Funds St. Petersburg, FL Janus Capital Group Inc. 18,569.507 48.45 %* Denver, CO American Enterprise Investment Svc 8,164.123 21.30 % FBO 41999970 Minneapolis, MN Pershing LLC 6,449.238 16.83 % Jersey City, NJ National Financial Services LLC 3,852.006 10.05 % For the Exclusive Benefit of Our Customers Jersey City, NJ Pershing LLC 102,706.400 40.47 % Jersey City, NJ American Enterprise Investment Svc 42,042.461 �� 16.57 % FBO 41999970 Minneapolis, MN Raymond James 31,254.388 12.32 % House Acct Firm #92500015 Omnibus for Mutual Funds St. Petersburg, FL Wells Fargo Clearing Services LLC 30,616.972 12.06 % Special Custody Acct For the Exclusive Benefit of Customer St. Louis, MO Merrill Lynch Pierce Fenner & Smith, Inc. 19,744.644 7.78 % For the Sole Benefit of Customers Jacksonville, FL
Percentage Ownership Perkins Mid Cap Value Fund Class A Shares Perkins Select Value Fund Class A Shares Perkins Small Cap Value Fund Class A Shares Perkins Value Plus Income Fund Class A Shares INTECH Emerging Markets Managed Volatility Fund Class C SharesFund Name and Class Shareholder and Address of Record Number of
Shares Merrill Lynch Pierce Fenner & Smith, Inc. 1,640,741.766 21.48 % For the Sole Benefit of Customers Jacksonville, FL Raymond James 1,464,018.481 19.17 % House Acct Firm #92500015 Omnibus for Mutual Funds St. Petersburg, FL American Enterprise Investment Svc 1,331,265.463 17.43 % FBO 41999970 Minneapolis, MN Pershing LLC 662,986.737 8.68 % Jersey City, NJ Matrix Trust Company As Cust 12,463.717 40.13 % FBO CH Lumber Co Inc. 401K Phoenix, AZ Pershing LLC 10,604.676 34.14 % Jersey City, NJ LPL Financial 3,488.646 11.23 % A/C 1000-0005 San Diego, CA American Enterprise Investment Svc 2,586.964 8.33 % FBO 41999970 Minneapolis, MN National Financial Services LLC 1,914.143 6.16 % For the Exclusive Benefit of Our Customers Jersey City, NJ Merrill Lynch Pierce Fenner & Smith, Inc. 398,050.418 18.12 % For the Sole Benefit of Customers Jacksonville, FL Pershing LLC 397,058.692 18.07 % Jersey City, NJ American Enterprise Investment Svc 367,141.820 16.71 % FBO 41999970 Minneapolis, MN Raymond James 195,788.047 8.91 % House Acct Firm #92500015 Omnibus for Mutual Funds St. Petersburg, FL T Rowe Price Retirement Plan Services Inc. 132,542.763 6.03 % FBO Retirement Plan Clients Owings Mill, MD Janus Capital Group Inc. 493,859.392 84.91 %* Denver, CO Janus Capital Group Inc. 5,056.724 100 %* Denver, CO
Percentage Ownership INTECH Global Income Managed Volatility Fund Class C Shares INTECH International Managed Volatility Fund Class C Shares INTECH U.S. Managed Volatility Fund Class C Shares Janus Adaptive Global Allocation Fund Class C SharesFund Name and Class Shareholder and Address of Record Number of
Shares Pershing LLC 362,536.489 27.25 % Jersey City, NJ American Enterprise Investment Svc 316,322.949 23.78 % FBO 41999970 Minneapolis, MN Raymond James 255,010.775 19.17 % House Acct Firm #92500015 Omnibus for Mutual Funds St. Petersburg, FL LPL Financial 183,105.802 13.76 % Omnibus Customer Account San Diego, CA American Enterprise Investment Svc 86,854.777 27.78 % FBO 41999970 Minneapolis, MN RBC Capital Markets LLC 76,123.394 24.35 % Mutual Fund Omnibus Minneapolis, MN Pershing LLC 34,578.172 11.06 % Jersey City, NJ Merrill Lynch Pierce Fenner & Smith, Inc. 26,187.420 8.38 % For the Sole Benefit of Customers Jacksonville, FL Morgan Stanley & Co 18,321.998 5.86 % Jersey City, NJ National Financial Services LLC 17,164.190 5.49 % For the Exclusive Benefit of Our Customers Jersey City, NJ American Enterprise Investment Svc 576,495.049 22.37 % FBO 41999970 Minneapolis, MN Merrill Lynch Pierce Fenner & Smith, Inc. 384,361.496 14.91 % For the Sole Benefit of Customers Jacksonville, FL Wells Fargo Clearing Services LLC 359,199.520 13.94 % Special Custody Acct For the Exclusive Benefit of Customer St. Louis, MO LPL Financial 333,080.403 12.92 % Omnibus Customer Account San Diego, CA UBS WM USA 211,400.107 8.20 % 0O0 11011 6100 Spec Cdy A/C Excl Ben Cust UBSFSI Weehawken, NJ Morgan Stanley & Co 166,237.606 6.45 % Jersey City, NJ Charles Schwab & Co Inc. 160,835.794 6.24 % Special Custody Acct FBO Customers San Francisco, CA Pershing LLC 139,953.955 5.43 % Jersey City, NJ Janus Capital Group Inc. 110,976.905 99.65 %* Denver, CO
Percentage Ownership Janus Asia Equity Fund Class C Shares Janus Balanced Fund Class C Shares Janus Contrarian Fund Class C SharesFund Name and Class Shareholder and Address of Record Number of
Shares Janus Capital Group Inc. 35,672.462 80.74 %* Denver, CO American Enterprise Investment Svc 2,455.423 5.56 % FBO 41999970 Minneapolis, MN Merrill Lynch Pierce Fenner & Smith, Inc. 8,483,178.443 18.46 % For the Sole Benefit of Customers Jacksonville, FL American Enterprise Investment Svc 8,126,636.229 17.68 % FBO 41999970 Minneapolis, MN Wells Fargo Clearing Services LLC 6,204,006.115 13.50 % Special Custody Acct For the Exclusive Benefit of Customer St. Louis, MO Morgan Stanley & Co 5,848,597.047 12.73 % Jersey City, NJ Raymond James 3,568,218.332 7.76 % House Acct Firm #92500015 Omnibus for Mutual Funds St. Petersburg, FL Charles Schwab & Co Inc. 2,619,919.092 5.70 % Special Custody Acct FBO Customers San Francisco, CA Pershing LLC 2,578,712.699 5.61 % Jersey City, NJ Merrill Lynch Pierce Fenner & Smith, Inc. 506,021.830 23.84 % For the Sole Benefit of Customers Jacksonville, FL Morgan Stanley & Co 317,472.733 14.95 % Jersey City, NJ American Enterprise Investment Svc 260,678.732 12.28 % FBO 41999970 Minneapolis, MN Wells Fargo Clearing Services LLC 208,452.578 9.82 % Special Custody Acct For the Exclusive Benefit of Customer St. Louis, MO UBS WM USA 196,579.527 9.26 % 0O0 11011 6100 Spec Cdy A/C Excl Ben Cust UBSFSI Weehawken, NJ Pershing LLC 123,773.511 5.83 % Jersey City, NJ LPL Financial 123,405.380 5.81 % Omnibus Customer Account San Diego, CA Raymond James 109,007.756 5.13 % House Acct Firm #92500015 Omnibus for Mutual Funds St. Petersburg, FL
Percentage Ownership Janus Diversified Alternatives Fund Class C Shares Janus Enterprise Fund Class C Shares Janus Flexible Bond Fund Class C SharesFund Name and Class Shareholder and Address of Record Number of
Shares Janus Capital Group Inc. 141,435.438 73.74 %* Denver, CO American Enterprise Investment Svc 48,783.785 25.44 % FBO 41999970 Minneapolis, MN Morgan Stanley & Co 490,067.190 19.32 % Jersey City, NJ Wells Fargo Clearing Services LLC 319,660.532 12.60 % Special Custody Acct For the Exclusive Benefit of Customer St. Louis, MO Merrill Lynch Pierce Fenner & Smith, Inc. 309,514.140 12.20 % For the Sole Benefit of Customers Jacksonville, FL American Enterprise Investment Svc 294,377.085 11.61 % FBO 41999970 Minneapolis, MN Pershing LLC 215,951.623 8.51 % Jersey City, NJ Raymond James 197,126.081 7.77 % House Acct Firm #92500015 Omnibus for Mutual Funds St. Petersburg, FL National Financial Services LLC 162,307.327 6.40 % For the Exclusive Benefit of Our Customers Jersey City, NJ Merrill Lynch Pierce Fenner & Smith, Inc. 7,040,197.004 21.15 % For the Sole Benefit of Customers Jacksonville, FL Morgan Stanley & Co 5,607,043.302 16.84 % Jersey City, NJ Wells Fargo Clearing Services LLC 4,755,151.434 14.28 % Special Custody Acct For the Exclusive Benefit of Customer St. Louis, MO American Enterprise Investment Svc 4,177,141.643 12.55 % FBO 41999970 Minneapolis, MN Pershing LLC 2,238,178.645 6.72 % Jersey City, NJ Raymond James 1,781,667.404 5.35 % House Acct Firm #92500015 Omnibus for Mutual Funds St. Petersburg, FL UBS WM USA 1,770,524.029 5.32 % 0O0 11011 6100 Spec Cdy A/C Excl Ben Cust UBSFSI Weehawken, NJ
Percentage Ownership Janus Forty Fund Class C Shares Janus Global Allocation Fund – Conservative Class C Shares Janus Global Allocation Fund – Growth Class C SharesFund Name and Class Shareholder and Address of Record Number of
Shares Merrill Lynch Pierce Fenner & Smith, Inc. 3,345,250.639 34.27 % For the Sole Benefit of Customers Jacksonville, FL Morgan Stanley & Co 2,209,350.582 22.63 % Jersey City, NJ Wells Fargo Clearing Services LLC 873,988.219 8.95 % Special Custody Acct For the Exclusive Benefit of Customer St. Louis, MO Raymond James 583,600.420 5.98 % House Acct Firm #92500015 Omnibus for Mutual Funds St. Petersburg, FL Pershing LLC 512,446.136 5.25 % Jersey City, NJ Wells Fargo Clearing Services LLC 333,800.032 21.51 % Special Custody Acct For the Exclusive Benefit of Customer St. Louis, MO Morgan Stanley & Co 236,500.388 15.24 % Jersey City, NJ American Enterprise Investment Svc 218,403.158 14.07 % FBO 41999970 Minneapolis, MN National Financial Services LLC 158,617.076 10.22 % For the Exclusive Benefit of Our Customers Jersey City, NJ Merrill Lynch Pierce Fenner & Smith, Inc. 151,471.126 9.76 % For the Sole Benefit of Customers Jacksonville, FL Pershing LLC 125,359.483 8.08 % Jersey City, NJ Raymond James 123,442.952 7.95 % House Acct Firm #92500015 Omnibus for Mutual Funds St. Petersburg, FL LPL Financial 90,725.336 5.85 % Omnibus Customer Account San Diego, CA Wells Fargo Clearing Services LLC 98,354.015 26.71 % Special Custody Acct For the Exclusive Benefit of Customer St. Louis, MO American Enterprise Investment Svc 84,627.234 22.98 % FBO 41999970 Minneapolis, MN LPL Financial 42,579.967 11.56 % Omnibus Customer Account San Diego, CA Merrill Lynch Pierce Fenner & Smith, Inc. 27,999.899 7.60 % For the Sole Benefit of Customers Jacksonville, FL Raymond James 25,448.452 6.91 % House Acct Firm #92500015 Omnibus for Mutual Funds St. Petersburg, FL Morgan Stanley & Co 22,102.542 6.00 % Jersey City, NJ Pershing LLC 19,899.035 5.40 % Jersey City, NJ
Percentage Ownership Janus Global Allocation Fund – Moderate Class C Shares Janus Global Bond Fund Class C SharesFund Name and Class Shareholder and Address of Record Number of
Shares American Enterprise Investment Svc 199,479.762 28.61 % FBO 41999970 Minneapolis, MN Wells Fargo Clearing Services LLC 161,972.783 23.23 % Special Custody Acct For the Exclusive Benefit of Customer St. Louis, MO Pershing LLC 71,950.872 10.32 % Jersey City, NJ Morgan Stanley & Co 57,657.663 8.27 % Jersey City, NJ Merrill Lynch Pierce Fenner & Smith, Inc. 55,275.433 7.93 % For the Sole Benefit of Customers Jacksonville, FL National Financial Services LLC 54,846.087 7.87 % For the Exclusive Benefit of Our Customers Jersey City, NJ American Enterprise Investment Svc 95,010.636 19.05 % FBO 41999970 Minneapolis, MN Merrill Lynch Pierce Fenner & Smith, Inc. 82,252.577 16.49 % For the Sole Benefit of Customers Jacksonville, FL RBC Capital Markets LLC 73,016.196 14.64 % Mutual Fund Omnibus Minneapolis, MN Morgan Stanley & Co 58,202.184 11.67 % Jersey City, NJ Wells Fargo Clearing Services LLC 55,910.426 11.21 % Special Custody Acct For the Exclusive Benefit of Customer St. Louis, MO National Financial Services LLC 44,256.695 8.87 % For the Exclusive Benefit of Our Customers Jersey City, NJ LPL Financial 31,666.320 6.35 % Omnibus Customer Account San Diego, CA
Percentage Ownership Janus Global Life Sciences Fund Class C Shares Janus Global Real Estate Fund Class C SharesFund Name and Class Shareholder and Address of Record Number of
Shares Merrill Lynch Pierce Fenner & Smith, Inc. 686,487.423 17.39 % For the Sole Benefit of Customers Jacksonville, FL American Enterprise Investment Svc 600,117.374 15.20 % FBO 41999970 Minneapolis, MN Wells Fargo Clearing Services LLC 539,687.594 13.67 % Special Custody Acct For the Exclusive Benefit of Customer St. Louis, MO Morgan Stanley & Co 479,924.892 12.16 % Jersey City, NJ Pershing LLC 439,208.896 11.13 % Jersey City, NJ Raymond James 219,057.186 5.55 % House Acct Firm #92500015 Omnibus for Mutual Funds St. Petersburg, FL Charles Schwab & Co Inc. 218,147.731 5.53 % Special Custody Acct FBO Customers San Francisco, CA UBS WM USA 204,732.882 5.19 % 0O0 11011 6100 Spec Cdy A/C Excl Ben Cust UBSFSI Weehawken, NJ Charles Schwab & Co Inc. 138,295.588 20.94 % Special Custody Acct FBO Customers San Francisco, CA National Financial Services LLC 137,444.435 20.81 % For the Exclusive Benefit of Our Customers Jersey City, NJ American Enterprise Investment Svc 93,673.366 14.19 % FBO 41999970 Minneapolis, MN Merrill Lynch Pierce Fenner & Smith, Inc. 82,229.262 12.45 % For the Sole Benefit of Customers Jacksonville, FL Morgan Stanley & Co 67,172.551 10.17 % Jersey City, NJ Pershing LLC 47,989.919 7.27 % Jersey City, NJ
Percentage Ownership Janus Global Research Fund Class C Shares Janus Global Select Fund Class C Shares Janus Global Unconstrained Bond Fund Class C SharesFund Name and Class Shareholder and Address of Record Number of
Shares Morgan Stanley & Co 39,835.972 27.33 % Jersey City, NJ American Enterprise Investment Svc 20,811.648 14.28 % FBO 41999970 Minneapolis, MN Merrill Lynch Pierce Fenner & Smith, Inc. 18,253.612 12.52 % For the Sole Benefit of Customers Jacksonville, FL Wells Fargo Clearing Services LLC 14,232.944 9.76 % Special Custody Acct For the Exclusive Benefit of Customer St. Louis, MO Pershing LLC 12,092.210 8.30 % Jersey City, NJ UBS WM USA 10,534.172 7.23 % 0O0 11011 6100 Spec Cdy A/C Excl Ben Cust UBSFSI Weehawken, NJ Raymond James 7,696.104 5.28 % House Acct Firm #92500015 Omnibus for Mutual Funds St. Petersburg, FL Merrill Lynch Pierce Fenner & Smith, Inc. 58,453.386 26.35 % For the Sole Benefit of Customers Jacksonville, FL Morgan Stanley & Co 38,278.021 17.26 % Jersey City, NJ American Enterprise Investment Svc 25,172.179 11.35 % FBO 41999970 Minneapolis, MN Wells Fargo Clearing Services LLC 23,417.239 10.56 % Special Custody Acct For the Exclusive Benefit of Customer St. Louis, MO Pershing LLC 20,721.329 9.34 % Jersey City, NJ Raymond James 13,764.349 6.21 % House Acct Firm #92500015 Omnibus for Mutual Funds St. Petersburg, FL Morgan Stanley & Co 1,449,319.597 25.78 % Jersey City, NJ Merrill Lynch Pierce Fenner & Smith, Inc. 1,228,518.489 21.85 % For the Sole Benefit of Customers Jacksonville, FL Wells Fargo Clearing Services LLC 799,256.968 14.22 % Special Custody Acct For the Exclusive Benefit of Customer St. Louis, MO Pershing LLC 595,146.276 10.58 % Jersey City, NJ National Financial Services LLC 358,148.925 6.37 % For the Exclusive Benefit of Our Customers Jersey City, NJ LPL Financial 304,516.222 5.42 % Omnibus Customer Account San Diego, CA
Percentage Ownership Janus Growth and Income Fund Class C Shares Janus High-Yield Fund Class C Shares Janus Multi-Sector Income Fund Class C SharesFund Name and Class Shareholder and Address of Record Number of
Shares Morgan Stanley & Co 176,910.267 40.15 % Jersey City, NJ Merrill Lynch Pierce Fenner & Smith, Inc. 53,263.975 12.09 % For the Sole Benefit of Customers Jacksonville, FL Wells Fargo Clearing Services LLC 46,960.369 10.66 % Special Custody Acct For the Exclusive Benefit of Customer St. Louis, MO Raymond James 26,585.459 6.03 % House Acct Firm #92500015 Omnibus for Mutual Funds St. Petersburg, FL UBS WM USA 26,548.021 6.02 % 0O0 11011 6100 Spec Cdy A/C Excl Ben Cust UBSFSI Weehawken, NJ National Financial Services LLC 22,996.160 5.22 % For the Exclusive Benefit of Our Customers Jersey City, NJ Morgan Stanley & Co 1,637,788.788 30.11 % Jersey City, NJ American Enterprise Investment Svc 856,231.026 15.74 % FBO 41999970 Minneapolis, MN Merrill Lynch Pierce Fenner & Smith, Inc. 637,273.197 11.72 % For the Sole Benefit of Customers Jacksonville, FL Pershing LLC 566,793.245 10.42 % Jersey City, NJ Wells Fargo Clearing Services LLC 463,511.538 8.52 % Special Custody Acct For the Exclusive Benefit of Customer St. Louis, MO UBS WM USA 363,433.969 6.68 % 0O0 11011 6100 Spec Cdy A/C Excl Ben Cust UBSFSI Weehawken, NJ Janus Capital Group Inc. 139,805.754 30.83 %* Denver, CO Pershing LLC 123,686.580 27.27 % Jersey City, NJ American Enterprise Investment Svc 86,098.511 18.98 % FBO 41999970 Minneapolis, MN LPL Financial 40,229.743 8.87 % Omnibus Customer Account San Diego, CA UBS WM USA 28,881.074 6.37 % 0O0 11011 6100 Spec Cdy A/C Excl Ben Cust UBSFSI Weehawken, NJ
Percentage Ownership Janus Overseas Fund Class C Shares Janus Real Return Fund Class C Shares Janus Research Fund Class C SharesFund Name and Class Shareholder and Address of Record Number of
Shares Morgan Stanley & Co 161,225.429 24.78 % Jersey City, NJ Merrill Lynch Pierce Fenner & Smith, Inc. 137,298.642 21.10 % For the Sole Benefit of Customers Jacksonville, FL Wells Fargo Clearing Services LLC 68,639.769 10.55 % Special Custody Acct For the Exclusive Benefit of Customer St. Louis, MO Reliance Trust Company 40,887.116 6.28 % FBO MassMutual DMF Atlanta, GA American Enterprise Investment Svc 35,575.383 5.47 % FBO 41999970 Minneapolis, MN Janus Capital Group Inc. 142,681.768 51.03 %* Denver, CO RBC Capital Markets LLC 79,135.978 28.30 % Mutual Fund Omnibus Minneapolis, MN American Enterprise Investment Svc 18,093.775 6.47 % FBO 41999970 Minneapolis, MN Morgan Stanley & Co 134,563.409 27.71 % Jersey City, NJ LPL Financial 92,465.903 19.04 % Omnibus Customer Account San Diego, CA Wells Fargo Clearing Services LLC 81,156.703 16.71 % Special Custody Acct For the Exclusive Benefit of Customer St. Louis, MO Merrill Lynch Pierce Fenner & Smith, Inc. 55,106.091 11.35 % For the Sole Benefit of Customers Jacksonville, FL Pershing LLC 39,128.102 8.06 % Jersey City, NJ American Enterprise Investment Svc 24,391.429 5.02 % FBO 41999970 Minneapolis, MN
Percentage Ownership Janus Short-Term Bond Fund Class C Shares Janus Triton Fund Class C SharesFund Name and Class Shareholder and Address of Record Number of
Shares Merrill Lynch Pierce Fenner & Smith, Inc. 3,520,384.368 21.19 % For the Sole Benefit of Customers Jacksonville, FL Morgan Stanley & Co 2,901,309.545 17.46 % Jersey City, NJ American Enterprise Investment Svc 2,116,272.685 12.74 % FBO 41999970 Minneapolis, MN Wells Fargo Clearing Services LLC 1,676,034.619 10.09 % Special Custody Acct For the Exclusive Benefit of Customer St. Louis, MO National Financial Services LLC 1,244,912.202 7.49 % For the Exclusive Benefit of Our Customers Jersey City, NJ Raymond James 1,089,324.282 6.56 % House Acct Firm #92500015 Omnibus for Mutual Funds St. Petersburg, FL LPL Financial 860,686.868 5.18 % Omnibus Customer Account San Diego, CA Merrill Lynch Pierce Fenner & Smith, Inc. 1,407,866.262 14.38 % For the Sole Benefit of Customers Jacksonville, FL American Enterprise Investment Svc 1,295,889.533 13.23 % FBO 41999970 Minneapolis, MN Wells Fargo Clearing Services LLC 1,168,155.216 11.93 % Special Custody Acct For the Exclusive Benefit of Customer St. Louis, MO Charles Schwab & Co Inc. 1,052,918.375 10.75 % Special Custody Acct FBO Customers San Francisco, CA Morgan Stanley & Co 845,626.537 8.64 % Jersey City, NJ Pershing LLC 732,981.566 7.49 % Jersey City, NJ National Financial Services LLC 715,350.692 7.31 % For the Exclusive Benefit of Our Customers Jersey City, NJ UBS WM USA 579,044.355 5.91 % 0O0 11011 6100 Spec Cdy A/C Excl Ben Cust UBSFSI Weehawken, NJ LPL Financial 530,401.512 5.42 % Omnibus Customer Account San Diego, CA
Percentage Ownership Janus Venture Fund Class C Shares Perkins Global Value Fund Class C Shares Perkins International Value Fund Class C SharesFund Name and Class Shareholder and Address of Record Number of
Shares Morgan Stanley & Co 93,026.222 38.51 % Jersey City, NJ Raymond James 37,944.686 15.71 % House Acct Firm #92500015 Omnibus for Mutual Funds St. Petersburg, FL Wells Fargo Clearing Services LLC 20,533.292 8.50 % Special Custody Acct For the Exclusive Benefit of Customer St. Louis, MO Pershing LLC 19,334.732 8.00 % Jersey City, NJ American Enterprise Investment Svc 13,595.207 5.63 % FBO 41999970 Minneapolis, MN RBC Capital Markets LLC 12,292.099 5.09 % Mutual Fund Omnibus Minneapolis, MN Merrill Lynch Pierce Fenner & Smith, Inc. 211,011.966 31.57 % For the Sole Benefit of Customers Jacksonville, FL American Enterprise Investment Svc 109,480.193 16.38 % FBO 41999970 Minneapolis, MN Morgan Stanley & Co 59,420.280 8.89 % Jersey City, NJ Pershing LLC 53,479.089 8.00 % Jersey City, NJ LPL Financial 52,716.178 7.89 % Omnibus Customer Account San Diego, CA Wells Fargo Clearing Services LLC 48,230.299 7.22 % Special Custody Acct For the Exclusive Benefit of Customer St. Louis, MO Janus Capital Group Inc. 20,212.009 76.72 %* Denver, CO Wells Fargo Clearing Services LLC 3,955.114 15.01 % Special Custody Acct For the Exclusive Benefit of Customer St. Louis, MO American Enterprise Investment Svc 1,782.343 6.77 % FBO 41999970 Minneapolis, MN
Percentage Ownership Perkins Large Cap Value Fund Class C Shares Perkins Mid Cap Value Fund Class C SharesFund Name and Class Shareholder and Address of Record Number of
Shares Merrill Lynch Pierce Fenner & Smith, Inc. 34,960.364 27.36 % For the Sole Benefit of Customers Jacksonville, FL Wells Fargo Clearing Services LLC 26,370.883 20.64 % Special Custody Acct For the Exclusive Benefit of Customer St. Louis, MO American Enterprise Investment Svc 23,673.390 18.53 % FBO 41999970 Minneapolis, MN LPL Financial 19,866.747 15.55 % Omnibus Customer Account San Diego, CA Pershing LLC 8,846.936 6.92 % Jersey City, NJ Raymond James 6,575.704 5.15 % House Acct Firm #92500015 Omnibus for Mutual Funds St. Petersburg, FL UBS WM USA 6,411.915 5.02 % 0O0 11011 6100 Spec Cdy A/C Excl Ben Cust UBSFSI Weehawken, NJ Merrill Lynch Pierce Fenner & Smith, Inc. 853,543.560 17.20 % For the Sole Benefit of Customers Jacksonville, FL Morgan Stanley & Co 619,932.896 12.50 % Jersey City, NJ Raymond James 618,833.803 12.47 % House Acct Firm #92500015 Omnibus for Mutual Funds St. Petersburg, FL Wells Fargo Clearing Services LLC 522,889.653 10.54 % Special Custody Acct For the Exclusive Benefit of Customer St. Louis, MO Pershing LLC 402,815.999 8.12 % Jersey City, NJ National Financial Services LLC 333,343.912 6.72 % For the Exclusive Benefit of Our Customers Jersey City, NJ American Enterprise Investment Svc 289,564.890 5.84 % FBO 41999970 Minneapolis, MN LPL Financial 253,600.028 5.11 % Omnibus Customer Account San Diego, CA
Number of Percentage Ownership Perkins Select Value Fund Class C Shares Perkins Small Cap Value Fund Class C Shares Perkins Value Plus Income Fund Class C Shares INTECH Emerging Markets Managed Volatility Fund Class D Shares INTECH International Managed Volatility Fund Class D Shares Janus Adaptive Global Allocation Fund Class D Shares Janus Diversified Alternatives Fund Class D SharesFund Name and Class Shareholder and Address of Record
Shares LPL Financial 6,133.430 35.79 % Omnibus Customer Account San Diego, CA National Financial Services LLC 4,146.328 24.20 % For the Exclusive Benefit of Our Customers Jersey City, NJ Pershing LLC 3,736.427 21.80 % Jersey City, NJ American Enterprise Investment Svc 1,917.240 11.19 % FBO 41999970 Minneapolis, MN Harbor Isle Apparel LLC Pens Plan 946.465 5.52 % Island Park, NY Wells Fargo Clearing Services LLC 141,238.390 16.74 % Special Custody Acct For the Exclusive Benefit of Customer St. Louis, MO UBS WM USA 104,481.786 12.38 % 0O0 11011 6100 Spec Cdy A/C Excl Ben Cust UBSFSI Weehawken, NJ Merrill Lynch Pierce Fenner & Smith, Inc. 88,659.283 10.51 % For the Sole Benefit of Customers Jacksonville, FL Pershing LLC 87,347.348 10.35 % Jersey City, NJ Morgan Stanley & Co 86,876.101 10.29 % Jersey City, NJ National Financial Services LLC 80,311.061 9.52 % For the Exclusive Benefit of Our Customers Jersey City, NJ American Enterprise Investment Svc 64,554.633 7.65 % FBO 41999970 Minneapolis, MN Raymond James 44,545.499 5.28 % House Acct Firm #92500015 Omnibus for Mutual Funds St. Petersburg, FL Janus Capital Group Inc. 336,495.468 73.17 %* Denver, CO National Financial Services LLC 51,715.162 11.25 % For the Exclusive Benefit of Our Customers Jersey City, NJ Janus Capital Group Inc. 51,541.703 24.37 %* Denver, CO MSD & SD JTWROS 25,335.748 7.22 % Burr Ridge, IL Vassilios Papathanakos 19,131.015 5.45 % West Palm Beach, FL PM & SM JTWROS 18,273.364 5.21 % Murrysville, PA Janus Capital Group Inc. 114,467.877 80.57 %* Denver, CO John S. Fujiwara 47,293.970 10.40 % Denver, CO
Janus Multi-Sector Income Fund Class D Shares Perkins International Value Fund Class D Shares Perkins Large Cap Value Fund Class D Shares INTECH Emerging Markets Managed Volatility Fund Class I Shares INTECH Global Income Managed Volatility Fund Class I Shares INTECH International Managed Volatility Fund Class I SharesFund Name and Class Shareholder and Address of Record Number of
Shares Percentage
Ownership Janus Capital Group Inc. 175,157.096 11.50 %* Denver, CO Gregory R. Kolb 41,865.699 15.91 % Chicago, IL DWM 20,254.557 7.70 % Lake Ariel, PA EPA & CA JTWROS 14,966.125 5.69 % Wayne, NJ Thomas M. Perkins & JSP TR 298,416.935 9.93 % Perkins Rev Trust U/A 10/02/1991 San Francisco, CA National Financial Services Co 75,964.546 87.33 % For the Exclusive Benefit of Our Customers Jersey City, NJ Janus Capital Group Inc. 10,337.695 11.88 %* Denver, CO National Financial Services LLC 1,073,113.959 30.27 % For the Exclusive Benefit of Our Customers Jersey City, NJ Morgan Stanley & Co 991,098.625 27.95 % Jersey City, NJ Pershing LLC 594,695.733 16.77 % Jersey City, NJ RBC Capital Markets LLC 285,635.982 8.06 % Mutual Fund Omnibus Minneapolis, MN American Enterprise Investment Svc 226,273.680 6.38 % FBO 41999970 Minneapolis, MN Morgan Stanley & Co 738,472.409 23.13 % Jersey City, NJ Charles Schwab & Co Inc. 696,491.155 21.82 % Exclusive Benefit of Our Customers Reinvest Account San Francisco, CA National Financial Services LLC 452,486.210 14.17 % For the Exclusive Benefit of Our Customers Jersey City, NJ American Enterprise Investment Svc 256,985.387 8.05 % FBO 41999970 Minneapolis, MN Pershing LLC 231,405.020 7.25 % Jersey City, NJ Lincoln Retirement Services Company 227,883.193 7.14 % FBO Amery Hospital & Clinic 403B Fort Wayne, IN Merrill Lynch Pierce Fenner & Smith, Inc. 172,674.125 5.41 % For the Sole Benefit of Customers Jacksonville, FL
INTECH U.S. Managed Volatility Fund Class I Shares Janus Adaptive Global Allocation Fund Class I Shares Janus Asia Equity Fund Class I Shares Janus Balanced Fund Class I SharesFund Name and Class Shareholder and Address of Record Number of
Shares Percentage
Ownership Merrill Lynch Pierce Fenner & Smith, Inc. 4,107,944.513 19.63 % For the Sole Benefit of Customers Jacksonville, FL UBS WM USA 3,828,978.280 18.30 % 0O0 11011 6100 Spec Cdy A/C Excl Ben Cust UBSFSI Weehawken, NJ National Financial Services LLC 3,037,397.188 14.51 % For the Exclusive Benefit of Our Customers Jersey City, NJ Charles Schwab & Co Inc. 3,020,083.511 14.43 % Exclusive Benefit of Our Customers Reinvest Account San Francisco, CA American Enterprise Investment Svc 1,870,384.012 8.94 % FBO 41999970 Minneapolis, MN Wells Fargo Clearing Services LLC 1,362,150.266 6.51 % Special Custody Acct For the Exclusive Benefit of Customer St. Louis, MO Janus Capital Group Inc. 114,650.599 99.53 %* Denver, CO State Street Bank & Trust Co 136,874.682 48.91 % FBO Janus Global Allocation Fund – Growth Asia Equity Omnibus Account Kansas City, MO State Street Bank & Trust Co 72,584.348 25.93 % FBO Janus Global Allocation Fund – Moderate Asia Equity Omnibus Account Kansas City, MO National Financial Services LLC 62,151.066 22.21 % For the Exclusive Benefit of Our Customers Jersey City, NJ Merrill Lynch Pierce Fenner & Smith, Inc. 10,629,723.849 19.33 % For the Sole Benefit of Customers Jacksonville, FL National Financial Services LLC 7,540,898.991 13.71 % For the Exclusive Benefit of Our Customers Jersey City, NJ Wells Fargo Clearing Services LLC 6,416,336.363 11.67 % Special Custody Acct For the Exclusive Benefit of Customer St. Louis, MO Morgan Stanley & Co 5,552,818.137 10.10 % Jersey City, NJ Charles Schwab & Co Inc. 4,746,226.597 8.63 % Exclusive Benefit of Our Customers Reinvest Account San Francisco, CA UBS WM USA 3,443,690.674 6.26 % 0O0 11011 6100 Spec Cdy A/C Excl Ben Cust UBSFSI Weehawken, NJ
Percentage Ownership Janus Contrarian Fund Class I Shares Janus Diversified Alternatives Fund Class I Shares Janus Enterprise Fund Class I SharesFund Name and Class Shareholder and Address of Record Number of
Shares Wells Fargo Clearing Services LLC 964,045.171 19.54 % Special Custody Acct For the Exclusive Benefit of Customer St. Louis, MO Merrill Lynch Pierce Fenner & Smith, Inc. 900,487.564 18.25 % For the Sole Benefit of Customers Jacksonville, FL Morgan Stanley & Co 694,291.766 14.07 % Jersey City, NJ National Financial Services LLC 627,612.127 12.72 % For the Exclusive Benefit of Our Customers Jersey City, NJ UBS WM USA 444,105.115 9.00 % 0O0 11011 6100 Spec Cdy A/C Excl Ben Cust UBSFSI Weehawken, NJ State Street Bank & Trust Co 281,236.751 5.70 % FBO Janus Global Allocation Fund – Growth Contrarian Fund Omnibus Account Kansas City, MO Charles Schwab & Co Inc. 266,535.913 5.40 % Exclusive Benefit of Our Customers Reinvest Account San Francisco, CA National Financial Services LLC 213,246.340 53.96 % For the Exclusive Benefit of Our Customers Jersey City, NJ American Enterprise Investment Svc 179,078.295 45.32 % FBO 41999970 Minneapolis, MN National Financial Services LLC 8,901,518.611 29.91 % For the Exclusive Benefit of Our Customers Jersey City, NJ Merrill Lynch Pierce Fenner & Smith, Inc. 5,638,973.353 18.95 % For the Sole Benefit of Customers Jacksonville, FL Charles Schwab & Co Inc. 2,598,925.767 8.73 % Exclusive Benefit of Our Customers Reinvest Account San Francisco, CA Pershing LLC 1,734,146.085 5.83 % Jersey City, NJ
Percentage Ownership Janus Flexible Bond Fund Class I Shares Janus Forty Fund Class I Shares Janus Global Allocation Fund – Conservative Class I Shares Janus Global Allocation Fund – Growth Class I SharesFund Name and Class Shareholder and Address of Record Number of
Shares Wells Fargo Clearing Services LLC 179,061,355.757 34.05 % Special Custody Acct For the Exclusive Benefit of Customer St. Louis, MO Edward D Jones & Co 99,416,810.473 18.90 % For the Benefit of Customers St. Louis, MO Merrill Lynch Pierce Fenner & Smith, Inc. 48,757,438.517 9.27 % For the Sole Benefit of Customers Jacksonville, FL National Financial Services LLC 33,926,680.485 6.45 % For the Exclusive Benefit of Our Customers Jersey City, NJ UBS WM USA 28,520,797.634 5.42 % 0O0 11011 6100 Spec Cdy A/C Excl Ben Cust UBSFSI Weehawken, NJ Morgan Stanley & Co 10,198,299.071 40.60 % Jersey City, NJ Merrill Lynch Pierce Fenner & Smith, Inc. 4,369,624.818 17.39 % For the Sole Benefit of Customers Jacksonville, FL Pershing LLC 2,260,183.049 9.00 % Jersey City, NJ UBS WM USA 2,061,370.511 8.21 % 0O0 11011 6100 Spec Cdy A/C Excl Ben Cust UBSFSI Weehawken, NJ Wells Fargo Clearing Services LLC 1,722,486.830 6.86 % Special Custody Acct For the Exclusive Benefit of Customer St. Louis, MO National Financial Services LLC 96,618.277 27.69 % For the Exclusive Benefit of Our Customers Jersey City, NJ Morgan Stanley & Co 61,107.729 17.51 % Jersey City, NJ Merrill Lynch Pierce Fenner & Smith, Inc. 43,566.255 12.48 % For the Sole Benefit of Customers Jacksonville, FL Charles Schwab & Co Inc. 42,172.783 12.09 % Exclusive Benefit of Our Customers Reinvest Account San Francisco, CA Mid Atlantic Trust Company 38,966.574 11.17 % FBO Bay City Television, Inc. 401(K) Profit Sharing Plan & Trust Pittsburgh, PA Pershing LLC 21,785.773 6.24 % Jersey City, NJ National Financial Services LLC 137,371.590 38.01 % For the Exclusive Benefit of Our Customers Jersey City, NJ Sentry Life Insurance Co Group 63,297.299 17.52 % Stevens Point, WI Wells Fargo Clearing Services LLC 38,115.821 10.55 % Special Custody Acct For the Exclusive Benefit of Customer St. Louis, MO Charles Schwab & Co Inc. 30,782.535 8.52 % Exclusive Benefit of Our Customers Reinvest Account San Francisco, CA
Percentage Ownership Janus Global Allocation Fund – Moderate Class I Shares Janus Global Bond Fund Class I SharesFund Name and Class Shareholder and Address of Record Number of
Shares National Financial Services LLC 107,978.144 29.76 % For the Exclusive Benefit of Our Customers Jersey City, NJ Wells Fargo Clearing Services LLC 64,036.361 17.65 % Special Custody Acct For the Exclusive Benefit of Customer St. Louis, MO Charles Schwab & Co Inc. 50,680.350 13.97 % Exclusive Benefit of Our Customers Reinvest Account San Francisco, CA Pershing LLC 40,989.374 11.30 % Jersey City, NJ Merrill Lynch Pierce Fenner & Smith, Inc. 29,912.979 8.24 % For the Sole Benefit of Customers Jacksonville, FL MG Trust Company Cust. 21,991.020 6.06 % FBO America’s 401(K) Denver, CO Morgan Stanley & Co 833,590.092 26.56 % Jersey City, NJ Charles Schwab & Co Inc. 629,264.573 20.05 % Exclusive Benefit of Our Customers Reinvest Account San Francisco, CA Merrill Lynch Pierce Fenner & Smith, Inc. 506,627.755 16.14 % For the Sole Benefit of Customers Jacksonville, FL UBS WM USA 401,161.255 12.78 % 0O0 11011 6100 Spec Cdy A/C Excl Ben Cust UBSFSI Weehawken, NJ Wells Fargo Clearing Services LLC 363,213.979 11.57 % Special Custody Acct For the Exclusive Benefit of Customer St. Louis, MO Pershing LLC 235,529.907 7.50 % Jersey City, NJ
Percentage Ownership Janus Global Life Sciences Fund Class I Shares Janus Global Real Estate Fund Class I Shares Janus Global Research Fund Class I SharesFund Name and Class Shareholder and Address of Record Number of
Shares Merrill Lynch Pierce Fenner & Smith, Inc. 1,864,058.767 22.26 % For the Sole Benefit of Customers Jacksonville, FL Wells Fargo Clearing Services LLC 1,065,341.572 12.72 % Special Custody Acct For the Exclusive Benefit of Customer St. Louis, MO National Financial Services LLC 832,831.845 9.94 % For the Exclusive Benefit of Our Customers Jersey City, NJ Morgan Stanley & Co 729,162.965 8.71 % Jersey City, NJ Standard Insurance Co 589,931.345 7.04 % Portland, OR UBS WM USA 571,787.064 6.83 % 0O0 11011 6100 Spec Cdy A/C Excl Ben Cust UBSFSI Weehawken, NJ Pershing LLC 545,244.312 6.51 % Jersey City, NJ Charles Schwab & Co Inc. 468,043.587 5.59 % Exclusive Benefit of Our Customers Reinvest Account San Francisco, CA Charles Schwab & Co Inc. 5,426,019.242 50.97 % Exclusive Benefit of Our Customers Reinvest Account San Francisco, CA State Street Bank & Trust Co 1,037,126.600 9.74 % FBO Janus Global Allocation Fund – Growth Global Real Estate Omnibus Account Kansas City, MO State Street Bank & Trust Co 701,783.556 6.59 % FBO Janus Global Allocation Fund – Moderate Global Real Estate Omnibus Account Kansas City, MO Merrill Lynch Pierce Fenner & Smith, Inc. 547,585.930 5.14 % For the Sole Benefit of Customers Jacksonville, FL National Financial Services LLC 462,531.894 20.86 % For the Exclusive Benefit of Our Customers Jersey City, NJ Charles Schwab & Co Inc. 350,870.342 15.83 % Exclusive Benefit of Our Customers Reinvest Account San Francisco, CA MAC & Co 240,221.432 10.84 % A/C XXXXXX Pittsburgh, PA Wells Fargo Clearing Services LLC 151,649.883 6.84 % Special Custody Acct For the Exclusive Benefit of Customer St. Louis, MO Saxon & Co 134,918.648 6.09 % FBO 20100023002681 Philadelphia, PA Merrill Lynch Pierce Fenner & Smith, Inc. 133,176.810 6.01 % For the Sole Benefit of Customers Jacksonville, FL
Percentage Ownership Janus Global Select Fund Class I Shares Janus Global Unconstrained Bond Fund Class I Shares Janus Growth and Income Fund Class I SharesFund Name and Class Shareholder and Address of Record Number of
Shares State Street Bank & Trust Co 309,726.563 21.08 % FBO Janus Global Allocation Fund – Growth Global Select Fund Omnibus Account Kansas City, MO National Financial Services LLC 248,076.870 16.88 % For the Exclusive Benefit of Our Customers Jersey City, NJ State Street Bank & Trust Co 198,869.170 13.53 % FBO Janus Global Allocation Fund – Conservative Global Select Fund Omnibus Account Kansas City, MO State Street Bank & Trust Co 183,479.915 12.49 % FBO Janus Global Allocation Fund – Moderate Global Select Fund Omnibus Account Kansas City, MO Merrill Lynch Pierce Fenner & Smith, Inc. 142,967.825 9.73 % For the Sole Benefit of Customers Jacksonville, FL Wells Fargo Clearing Services LLC 109,763.678 7.47 % Special Custody Acct For the Exclusive Benefit of Customer St. Louis, MO Morgan Stanley & Co 79,743.922 5.43 % Jersey City, NJ Morgan Stanley & Co 84,480,119.501 58.15 %** Jersey City, NJ Merrill Lynch Pierce Fenner & Smith, Inc. 28,305,475.296 19.48 % For the Sole Benefit of Customers Jacksonville, FL Charles Schwab & Co Inc. 13,535,735.412 9.32 %** Exclusive Benefit of Our Customers Reinvest Account San Francisco, CA National Financial Services LLC 283,072.257 18.29 % For the Exclusive Benefit of Our Customers Jersey City, NJ Merrill Lynch Pierce Fenner & Smith, Inc. 237,312.813 15.33 % For the Sole Benefit of Customers Jacksonville, FL TIAA-CREF Trust Co Custodian Trustee 223,082.903 14.41 % FBO Retirement Plans, TIAA Recordkeeper St. Louis, MO Morgan Stanley & Co 216,313.285 13.98 % Jersey City, NJ Wells Fargo Clearing Services LLC 175,336.260 11.33 % Special Custody Acct For the Exclusive Benefit of Customer St. Louis, MO UBS WM USA 142,514.936 9.21 % 0O0 11011 6100 Spec Cdy A/C Excl Ben Cust UBSFSI Weehawken, NJ Charles Schwab & Co Inc. 93,024.382 6.01 % Exclusive Benefit of Our Customers Reinvest Account San Francisco, CA
Percentage Ownership Janus High-Yield Fund Class I Shares Janus Multi-Sector Income Fund Class I Shares Janus Overseas Fund Class I Shares Janus Real Return Fund Class I SharesFund Name and Class Shareholder and Address of Record Number of
Shares JP Morgan Securities LLC 7,089,250.672 11.69 % Omnibus Account For Exclusive Benefit of Customers Brooklyn, NY Charles Schwab & Co Inc. 5,160,797.585 8.51 % Exclusive Benefit of Our Customers Reinvest Account San Francisco, CA Pershing LLC 4,417,576.296 7.28 % Jersey City, NJ Merrill Lynch Pierce Fenner & Smith, Inc. 4,092,704.043 6.75 % For the Sole Benefit of Customers Jacksonville, FL National Financial Services LLC 3,073,586.007 5.07 % For the Exclusive Benefit of Our Customers Jersey City, NJ National Financial Services LLC 2,040,951.312 59.92 % For the Exclusive Benefit of Our Customers Jersey City, NJ Janus Capital Group Inc. 666,906.268 19.58 %* Denver, CO UBS WM USA 661,902.391 19.43 % 0O0 11011 6100 Spec Cdy A/C Excl Ben Cust UBSFSI Weehawken, NJ National Financial Services LLC 652,416.185 30.25 % For the Exclusive Benefit of Our Customers Jersey City, NJ Vanguard Fiduciary Trust Company 310,427.768 14.39 % Valley Forge, PA Wells Fargo Clearing Services LLC 221,780.151 10.28 % Special Custody Acct For the Exclusive Benefit of Customer St. Louis, MO Pershing LLC 219,115.076 10.16 % Jersey City, NJ UBS WM USA 174,039.988 8.07 % 0O0 11011 6100 Spec Cdy A/C Excl Ben Cust UBSFSI Weehawken, NJ Janus Capital Group Inc. 161,615.353 82.64 %* Denver, CO National Financial Services LLC 21,003.400 10.74 % For the Exclusive Benefit of Our Customers Jersey City, NJ
Number of Percentage Ownership Janus Research Fund Class I Shares Janus Short-Term Bond Fund Class I Shares Janus Triton Fund Class I Shares St. Louis, MOFund Name and Class Shareholder and Address of Record
Shares Morgan Stanley & Co 1,442,381.877 24.54 % Jersey City, NJ Merrill Lynch Pierce Fenner & Smith, Inc. 978,876.119 16.66 % For the Sole Benefit of Customers Jacksonville, FL National Financial Services LLC 740,129.762 12.59 % For the Exclusive Benefit of Our Customers Jersey City, NJ Charles Schwab & Co Inc. 726,193.294 12.36 % Exclusive Benefit of Our Customers Reinvest Account San Francisco, CA Wells Fargo Bank 452,041.424 7.69 % FBO Various Retirement Plans 9888888836 NC-1151 Charlotte, NC Wells Fargo Clearing Services LLC 384,227.674 6.54 % Special Custody Acct For the Exclusive Benefit of Customer St. Louis, MO National Financial Services LLC 38,118,214.484 23.10 % For the Exclusive Benefit of Our Customers Jersey City, NJ Merrill Lynch Pierce Fenner & Smith, Inc. 34,907,385.516 21.16 % For the Sole Benefit of Customers Jacksonville, FL UBS WM USA 16,218,976.678 9.83 % 0O0 11011 6100 Spec Cdy A/C Excl Ben Cust UBSFSI Weehawken, NJ Wells Fargo Clearing Services LLC 15,433,137.061 9.35 % Special Custody Acct For the Exclusive Benefit of Customer St. Louis, MO Morgan Stanley & Co 12,356,409.894 7.49 % Jersey City, NJ Edward D Jones & Co 8,346,493.975 5.06 % For the Benefit of Customers St. Louis, MO National Financial Services LLC 16,258,645.092 27.03 % For the Exclusive Benefit of Our Customers Jersey City, NJ Merrill Lynch Pierce Fenner & Smith, Inc. 4,911,156.744 8.17 % For the Sole Benefit of Customers Jacksonville, FL Charles Schwab & Co Inc. 4,797,978.429 7.98 % Exclusive Benefit of Our Customers Reinvest Account San Francisco, CA Wells Fargo Clearing Services LLC 3,758,113.293 6.25 % Special Custody Acct For the Exclusive Benefit of Customer
Percentage Ownership Janus Venture Fund Class I Shares Perkins Global Value Fund Class I Shares Perkins International Value Fund Class I Shares Perkins Large Cap Value Fund Class I Shares Perkins Mid Cap Value Fund Class I Shares Perkins Select Value Fund Class I SharesFund Name and Class Shareholder and Address of Record Number of
Shares National Financial Services LLC 1,346,169.806 36.48 % For the Exclusive Benefit of Our Customers Jersey City, NJ Morgan Stanley & Co 983,644.175 26.65 % Jersey City, NJ Charles Schwab & Co Inc. 280,357.875 7.60 % Exclusive Benefit of Our Customers Reinvest Account San Francisco, CA UBS WM USA 817,453.083 32.26 % 0O0 11011 6100 Spec Cdy A/C Excl Ben Cust UBSFSI Weehawken, NJ Charles Schwab & Co Inc. 447,242.349 17.65 % Exclusive Benefit of Our Customers Reinvest Account San Francisco, CA National Financial Services LLC 431,127.469 17.01 % For the Exclusive Benefit of Our Customers Jersey City, NJ Pershing LLC 262,272.771 10.35 % Jersey City, NJ Wells Fargo Clearing Services LLC 220,042.004 8.68 % Special Custody Acct For the Exclusive Benefit of Customer St. Louis, MO Charles Schwab & Co Inc. 577,536.141 88.66 % Exclusive Benefit of Our Customers Reinvest Account San Francisco, CA Strafe & Co 64,676.405 9.93 % FBO PQT HXXXXXXXX Newark, DE Charles Schwab & Co Inc. 1,950,732.410 85.39 % Exclusive Benefit of Our Customers Reinvest Account San Francisco, CA Wells Fargo Clearing Services LLC 126,554.557 5.54 % Special Custody Acct For the Exclusive Benefit of Customer St. Louis, MO Edward D Jones & Co 33,809,647.840 59.45 % For the Benefit of Customers St. Louis, MO Wells Fargo Clearing Services LLC 4,352,003.576 7.65 % Special Custody Acct For the Exclusive Benefit of Customer St. Louis, MO National Financial Services LLC 3,635,667.484 6.39 % For the Exclusive Benefit of Our Customers Jersey City, NJ Charles Schwab & Co Inc. 5,145,088.251 98.20 %*** Exclusive Benefit of Our Customers Reinvest Account San Francisco, CA
Percentage Ownership Perkins Small Cap Value Fund Class I Shares Perkins Value Plus Income Fund Class I Shares Perkins Mid Cap Value Fund Class L Shares Perkins Small Cap Value Fund Class L SharesFund Name and Class Shareholder and Address of Record Number of
Shares Wells Fargo Clearing Services LLC 21,114,645.994 52.03 % Special Custody Acct For the Exclusive Benefit of Customer St. Louis, MO Charles Schwab & Co Inc. 4,339,864.197 10.69 % Exclusive Benefit of Our Customers Reinvest Account San Francisco, CA National Financial Services LLC 2,795,432.128 6.89 % For the Exclusive Benefit of Our Customers Jersey City, NJ Merrill Lynch Pierce Fenner & Smith, Inc. 2,213,470.696 5.45 % For the Sole Benefit of Customers Jacksonville, FL National Financial Services LLC 172,148.353 38.20 % For the Exclusive Benefit of Our Customers Jersey City, NJ Morgan Stanley & Co 134,380.622 29.82 % Jersey City, NJ Charles Schwab & Co Inc. 105,737.253 23.46 % Exclusive Benefit of Our Customers Reinvest Account San Francisco, CA UBS WM USA 25,375.049 5.63 % 0O0 11011 6100 Spec Cdy A/C Excl Ben Cust UBSFSI Weehawken, NJ Wells Fargo Clearing Services LLC 130,735.450 23.26 % Special Custody Acct For the Exclusive Benefit of Customer St. Louis, MO Charles Schwab & Co Inc. 83,941.119 14.93 % Reinvest Account San Francisco, CA National Financial Svcs Corp 71,923.297 12.79 % For the Exclusive Benefit of Our Customers Jersey City, NJ Pershing LLC 60,858.959 10.83 % Jersey City, NJ Raymond James 44,831.183 7.98 % House Acct Firm #92500015 Omnibus for Mutual Funds St. Petersburg, FL TD Ameritrade Inc. 33,201.968 5.91 % For the Exclusive Benefit of Our Clients Omaha, NE Morgan Stanley & Co 31,574.528 5.62 % Jersey City, NJ Charles Schwab & Co Inc. 2,059,892.424 22.16 % Reinvest Account San Francisco, CA Vanguard Fiduciary Trust Co 1,846,191.348 19.86 % Valley Forge, PA National Financial Svcs Corp 1,835,186.152 19.74 % For the Exclusive Benefit of Our Customers Jersey City, NJ
Percentage Ownership INTECH International Managed Volatility Fund Class N Shares INTECH U.S. Managed Volatility Fund Class N Shares Janus Adaptive Global Allocation Fund Class N Shares Janus Balanced Fund Class N Shares Janus Diversified Alternatives Fund Class N SharesFund Name and Class Shareholder and Address of Record Number of
Shares State Street Bank & Trust Co 2,879,067.637 43.17 % FBO Janus Global Allocation Fund – Growth INTECH International Mgd Volatility Kansas City, MO State Street Bank & Trust Co 2,416,198.450 36.23 % FBO Janus Global Allocation Fund – Moderate INTECH International Mgd Volatility Kansas City, MO State Street Bank & Trust Co 1,303,519.287 19.54 % FBO Janus Global Allocation Fund – Conservative INTECH International Mgd Volatility Kansas City, MO State Street Bank & Trust Co 2,523,791.227 34.79 % FBO Janus Global Allocation Fund – Growth INTECH U.S. Managed Volatility Kansas City, MO State Street Bank & Trust Co 2,415,625.957 33.30 % FBO Janus Global Allocation Fund – Moderate INTECH U.S. Managed Volatility Kansas City, MO State Street Bank & Trust Co 1,742,128.296 24.01 % FBO Janus Global Allocation Fund – Conservative INTECH U.S. Managed Volatility Kansas City, MO National Financial Services LLC 501,912.155 6.92 % For the Exclusive Benefit of Our Customers Jersey City, NJ State Street Bank & Trust Co 1,348,101.278 27.72 % FBO Janus Global Allocation Fund – Moderate Adaptive Global Allocation Omnibus Kansas City, MO State Street Bank & Trust Co 1,250,717.311 25.72 % FBO Janus Global Allocation Fund – Growth Adaptive Global Allocation Omnibus Kansas City, MO State Street Bank & Trust Co 1,236,510.001 25.42 % FBO Janus Global Allocation Fund – Conservative Adaptive Global Allocation Omnibus Kansas City, MO Janus Capital Group Inc. 943,682.061 19.40 %* Denver, CO National Financial Services LLC 54,031,399.184 84.74 % For the Exclusive Benefit of Our Customers Jersey City, NJ State Street Bank & Trust Co 2,030,356.508 44.92 % FBO Janus Global Allocation Fund – Moderate Diversified Alternatives Omnibus Kansas City, MO State Street Bank & Trust Co 1,237,147.234 27.37 % FBO Janus Global Allocation Fund – Growth Diversified Alternatives Omnibus Kansas City, MO State Street Bank & Trust Co 1,087,614.147 24.06 % FBO Janus Global Allocation Fund – Conservative Diversified Alternatives Omnibus Kansas City, MO
Percentage Ownership Janus Enterprise Fund Class N Shares Janus Flexible Bond Fund Class N Shares Janus Forty Fund Class N Shares Janus Global Bond Fund Class N Shares Janus Global Unconstrained Bond Fund Class N SharesFund Name and Class Shareholder and Address of Record Number of
Shares National Financial Services LLC 11,553,293.943 58.08 % For the Exclusive Benefit of Our Customers Jersey City, NJ National Financial Services LLC 19,510,758.930 35.88 % For the Exclusive Benefit of Our Customers Jersey City, NJ JPMorgan Chase Bank, N.A. As Custodian 4,856,445.365 8.93 % FBO P XXXXX Brooklyn, NY Wells Fargo Bank NA Trustee 3,707,123.249 6.82 % City of Tallahassee Matched Annuity c/o FASCore LLC Greenwood Village, CO Charles Schwab & Co Inc. 3,196,427.499 5.88 % Special Custody A/C FBO Customers San Francisco, CA Charles Schwab & Co Inc. 1,247,826.619 27.30 % Special Custody A/C FBO Customers San Francisco, CA Saxon & Co 948,232.607 20.75 % FBO 20-01-302-9912426 VI Omnibus Account VICA Philadelphia, PA Sentry Life Insurance Co Group 625,607.818 13.69 % Stevens Point, WI National Financial Services LLC 329,589.222 7.21 % For the Exclusive Benefit of Our Customers Jersey City, NJ State Street Bank & Trust Co 243,934.467 5.34 % FBO Janus Global Allocation Fund – Growth Janus Forty Omnibus Account Kansas City, MO State Street Bank & Trust Co 9,365,935.985 47.65 % FBO Janus Global Allocation Fund – Conservative Global Bond Omnibus Account Kansas City, MO State Street Bank & Trust Co 6,694,486.503 34.06 % FBO Janus Global Allocation Fund – Moderate Global Bond Omnibus Account Kansas City, MO State Street Bank & Trust Co 3,233,047.187 16.45 % FBO Janus Global Allocation Fund – Growth Global Bond Omnibus Account Kansas City, MO National Financial Services LLC 424,424.208 87.58 % For the Exclusive Benefit of Our Customers Jersey City, NJ Reliance Trust Co 38,821.726 8.01 % FBO RTC CIT R/R Atlanta, GA
Percentage Ownership Janus High-Yield Fund Class N Shares Janus Multi-Sector Income Fund Class N Shares Janus Overseas Fund Class N Shares Janus Research Fund Class N Shares Janus Short-Term Bond Fund Class N Shares Janus Triton Fund Class N SharesFund Name and Class Shareholder and Address of Record Number of
Shares Sentry Life Insurance Co Group 1,802,845.719 54.27 % Stevens Point, WI National Financial Services LLC 685,726.200 20.64 % For the Exclusive Benefit of Our Customers Jersey City, NJ Great West Life & Annuity 357,548.371 10.76 % FBO Variable Annuity 5 Greenwood Village, CO Janus Capital Group Inc. 155,382.886 65.95 %* Denver, CO National Financial Services LLC 80,216.027 34.05 % For the Exclusive Benefit of Our Customers Jersey City, NJ State Street Bank & Trust Co 348,750.354 33.02 % FBO Janus Global Allocation Fund – Growth Overseas Fund Omnibus Account Kansas City, MO National Financial Services LLC 273,797.593 25.92 % For the Exclusive Benefit of Our Customers Jersey City, NJ State Street Bank & Trust Co 270,908.523 25.65 % FBO Janus Global Allocation Fund – Moderate Overseas Fund Omnibus Account Kansas City, MO State Street Bank & Trust Co 138,616.653 13.13 % FBO Janus Global Allocation Fund – Conservative Overseas Fund Omnibus Account Kansas City, MO National Financial Services LLC 2,116,245.462 44.23 % For the Exclusive Benefit of Our Customers Jersey City, NJ Sentry Life Insurance Co Group 1,389,635.148 29.05 % Stevens Point, WI John Hancock Trust Company LLC 866,170.850 18.10 % Westwood, MA State Street Bank & Trust Co 5,291,967.247 46.86 % FBO Janus Global Allocation Fund – Conservative Short Term Bond Omnibus Account Kansas City, MO State Street Bank & Trust Co 3,572,488.400 31.63 % FBO Janus Global Allocation Fund – Moderate Short Term Bond Omnibus Account Kansas City, MO National Financial Services LLC 1,719,520.248 15.23 % For the Exclusive Benefit of Our Customers Jersey City, NJ National Financial Services LLC 13,580,773.411 34.61 % For the Exclusive Benefit of Our Customers Jersey City, NJ Great-West Trust Company LLC 3,820,025.566 9.73 % Greenwood Village, CO Minnesota Life Insurance Company 3,253,819.596 8.29 % St. Paul, MN
Percentage Ownership Janus Venture Fund Class N Shares Perkins Global Value Fund Class N Shares Perkins International Value Fund Class N Shares Perkins Large Cap Value Fund Class N Shares Perkins Mid Cap Value Fund Class N Shares Perkins Small Cap Value Fund Class N SharesFund Name and Class Shareholder and Address of Record Number of
Shares Taynik & Co 415,615.922 27.56 % c/o Investors Bank & Trust Boston, MA National Financial Services LLC 392,448.612 26.03 % For the Exclusive Benefit of Our Customers Jersey City, NJ State Street Bank & Trust As Cust 136,899.867 9.08 % FBO ADP Access Product Boston, MA Great-West Trust Company LLC Ttee 98,194.232 6.51 % Employee Benefits Clients 401K Greenwood Village, CO National Financial Services LLC 205,049.749 100 % For the Exclusive Benefit of Our Customers Jersey City, NJ National Financial Services LLC 112,216.089 69.61 % For the Exclusive Benefit of Our Customers Jersey City, NJ Janus Capital Group Inc. 48,990.540 30.39 %* Denver, CO State Street Bank & Trust Co 1,643,736.879 34.92 % FBO Janus Global Allocation Fund – Moderate Perkins Large Cap Value Omnibus Kansas City, MO State Street Bank & Trust Co 1,615,707.810 34.32 % FBO Janus Global Allocation Fund – Growth Perkins Large Cap Value Omnibus Kansas City, MO State Street Bank & Trust Co 1,217,375.398 25.86 % FBO Janus Global Allocation Fund – Conservative Perkins Large Cap Value Omnibus Kansas City, MO Minnesota Life Insurance Company 1,799,312.777 30.86 % St. Paul, MN National Financial Services LLC 1,720,563.386 29.51 % For the Exclusive Benefit of Our Customers Jersey City, NJ ESOR & Co 1,237,867.733 21.23 % c/o Associated Trust Company Green Bay, WI State Street Bank & Trust Co 328,325.141 5.63 % FBO Janus Global Allocation Fund – Growth Perkins Mid Cap Value Omnibus Acct Kansas City, MO National Financial Services LLC 6,112,954.102 51.27 % For the Exclusive Benefit of Our Customers Jersey City, NJ Wells Fargo Bank 868,469.132 7.28 % FBO Various Retirement Plans 9888888836 Charlotte, NC DCGT Trustee &/or Custodian 668,854.863 5.61 % FBO Raymond James PS 401K Custom Fund of Funds Account Des Moines, IA SEI Private Trust Company 629,884.437 5.28 % c/o Wood Trust Bank ID 485 TPA Oaks, PA
Percentage Ownership Janus Balanced Fund Class R Shares Janus Contrarian Fund Class R Shares Janus Enterprise Fund Class R Shares Janus Flexible Bond Fund Class R Shares Janus Forty Fund Class R SharesFund Name and Class Shareholder and Address of Record Number of
Shares Hartford Life Insurance Co 2,506,617.353 21.46 % Separate Account DC IV Hartford, CT State Street Bank & Trust As Cust 1,743,916.444 14.93 % FBO ADP Access Product Boston, MA American United Life Ins Co 1,517,904.581 12.99 % AUL American Group Ret Annuity Indianapolis, IN Merrill Lynch 1,015,990.683 8.70 % Jacksonville, FL Voya Institutional Trust Company 912,901.694 7.81 % Windsor, CT American United Life Ins Co 760,319.269 6.51 % AUL American Unit Trust Indianapolis, IN Reliance Trust Company 35,128.374 62.06 % FBO MassMutual DMF Atlanta, GA Ascensus Trust Company 6,638.992 11.73 % FBO Caruso & McGovern Construction Inc. XXXXXX Fargo, ND Merrill Lynch 2,845.769 5.03 % Jacksonville, FL State Street Bank & Trust As Cust 210,200.278 12.74 % FBO ADP Access Product Boston, MA DCGT Trustee &/or Custodian 192,657.406 11.68 % FBO PLIC Various Retirement Plans Omnibus Des Moines, IA Merrill Lynch 181,182.051 10.98 % Jacksonville, FL Hartford Life Insurance Co 162,375.002 9.84 % Separate Account DC IV Hartford, CT Sammons Financial Network LLC 97,102.041 5.89 % West Des Moines, IA Merrill Lynch 1,280,856.964 32.23 % Jacksonville, FL Voya Institutional Trust Company 908,273.806 22.85 % Windsor, CT Sammons Financial Network LLC 279,856.300 7.04 % West Des Moines, IA Hartford Life Insurance Co 1,700,792.811 40.18 % Separate Account DC IV Hartford, CT Merrill Lynch 718,076.414 16.96 % Jacksonville, FL State Street Bank & Trust As Cust 436,538.090 10.31 % FBO ADP Access Product Boston, MA American United Life Ins Co 273,395.414 6.46 % AUL American Group Ret Annuity Indianapolis, IN
Percentage Ownership Janus Global Research Fund Class R Shares Janus Global Select Fund Class R Shares Janus Global Unconstrained Bond Fund Class R Shares Janus Growth and Income Fund Class R Shares Janus High-Yield Fund Class R SharesFund Name and Class Shareholder and Address of Record Number of
Shares Sammons Financial Network LLC 50,490.284 61.34 % West Des Moines, IA Merrill Lynch 7,062.678 8.58 % Jacksonville, FL DCGT Trustee &/or Custodian 6,098.723 7.41 % FBO PLIC Various Retirement Plans Omnibus Des Moines, IA Capital Bank & Trust Company Ttee 10,337.081 43.00 % CQM Inc. 401K Savings Plan Greenwood Village, CO JP Morgan Securities LLC 2,766.738 11.51 % Omnibus Account For Exclusive Benefit of Customers Brooklyn, NY Reliance Trust Company 2,255.734 9.38 % FBO MassMutual DMF Atlanta, GA TD Ameritrade Inc. 1,948.266 8.11 % FBO Our Customers Omaha, NE Merrill Lynch 1,461.517 6.08 % Jacksonville, FL Sammons Financial Network LLC 26,016.329 83.48 % West Des Moines, IA Raymond James 5,150.145 16.52 % House Acct Firm #92500015 Omnibus for Mutual Funds St. Petersburg, FL American United Life Ins Co 22,560.342 31.95 % AUL American Unit Trust Indianapolis, IN Merrill Lynch 10,290.883 14.58 % Jacksonville, FL Fifth Third Bank Ttee 9,573.742 13.56 % FBO Rollover Shareholder Svcs LLC A/C #XX-X-XXXXXXX Cincinnati, OH TLK Ttee 9,047.275 12.81 % FBO Wagner Die Supply Inc. 401K PSP c/o FASCore LLC Greenwood Village, CO Jahnke & Jahnke Associates Inc. Ttee 5,039.029 7.14 % Jahnke & Jahnke Associates Inc. 401K c/o FASCore LLC Greenwood Village, CO American United Life Ins Co 4,256.513 6.03 % AUL American Group Ret Annuity Indianapolis, IN Merrill Lynch 44,448.535 26.52 % Jacksonville, FL HY & Company Inc. Ttee 28,088.492 16.76 % HY & Company Inc. 401K c/o FASCore LLC Greenwood Village, CO MG Trust Company Cust. 19,492.045 11.63 % FBO Creative Times, Inc. 401(K) Plan Denver, CO
Percentage Ownership Janus Overseas Fund Class R Shares Janus Triton Fund Class R Shares Perkins Mid Cap Value Fund Class R Shares Perkins Small Cap Value Fund Class R Shares INTECH Emerging Markets Managed Volatility Fund Class S Shares INTECH Global Income Managed Volatility Fund Class S SharesFund Name and Class Shareholder and Address of Record Number of
Shares Hartford Life Insurance Co 522,627.789 39.16 % Separate Account DC IV Hartford, CT State Street Bank & Trust As Cust 282,617.344 21.18 % FBO ADP Access Product Boston, MA Merrill Lynch 114,361.605 8.57 % Jacksonville, FL Sammons Financial Network LLC 93,989.569 7.04 % West Des Moines, IA Merrill Lynch 2,027,043.472 17.89 % Jacksonville, FL State Street Bank & Trust As Cust 1,311,791.262 11.58 % FBO ADP Access Product Boston, MA Charles Schwab & Co Inc. 1,279,079.360 11.29 % Special Custody Account FBO Institutional Client Accounts San Francisco, CA DCGT Trustee &/or Custodian 1,040,435.805 9.18 % FBO PLIC Various Retirement Plans Omnibus Des Moines, IA Sammons Financial Network LLC 832,908.845 7.35 % West Des Moines, IA National Financial Services LLC 755,877.852 6.67 % For the Exclusive Benefit of Our Customers Jersey City, NJ Sammons Financial Network LLC 713,117.408 15.75 % West Des Moines, IA Hartford Life Insurance Co 591,788.565 13.07 % Separate Account DC IV Hartford, CT Merrill Lynch 398,395.424 8.80 % Jacksonville, FL State Street Bank & Trust As Cust 351,446.880 7.76 % FBO ADP Access Product Boston, MA Sammons Financial Network LLC 234,288.870 19.70 % West Des Moines, IA State Street Bank & Trust As Cust 214,266.524 18.02 % FBO ADP Access Product Boston, MA PIMS/Prudential Retirement 127,860.939 10.75 % As Nominee for the Ttee/Cust PL XXX Melaleuca, Inc. 401(K) Savings Idaho Falls, ID Merrill Lynch 118,173.607 9.94 % Jacksonville, FL Janus Capital Group Inc. 5,126.867 100 %* Denver, CO National Financial Services LLC TR 13,780.540 51.86 % For Exclusive Benefit of Our Cust Jersey City, NJ Janus Capital Group Inc. 12,791.523 48.14 %* Denver, CO
Percentage Ownership INTECH International Managed Volatility Fund Class S Shares INTECH U.S. Managed Volatility Fund Class S Shares Janus Adaptive Global Allocation Fund Class S Shares Janus Asia Equity Fund Class S Shares Janus Balanced Fund Class S Shares Janus Contrarian Fund Class S Shares Janus Diversified Alternatives Fund Class S SharesFund Name and Class Shareholder and Address of Record Number of
Shares FIIOC 108,090.372 56.86 % FBO Spellman 401(K) Savings Plan Covington, KY Lincoln Retirement Services Company 59,068.964 31.07 % FBO Texas Tech 403B ORP Fort Wayne, IN American United Life Ins Co 122,396.648 33.77 % Group Retirement Annuity Indianapolis, IN Charles Schwab & Co Inc. 82,739.883 22.83 % Special Custody Account FBO Institutional Client Accounts San Francisco, CA Nationwide Trust Company FSB 43,562.643 12.02 % Columbus, OH Pershing LLC 40,164.429 11.08 % Jersey City, NJ American United Life Ins Co 26,357.834 7.27 % Unit Investment Trust Indianapolis, IN Janus Capital Group Inc. 111,682.970 99.43 %* Denver, CO Janus Capital Group Inc. 39,449.171 97.23 %* Denver, CO National Financial Services LLC 4,789,508.791 21.71 % For Exclusive Benefit of Our Cust Jersey City, NJ State Street Bank & Trust As Cust 2,483,754.327 11.26 % FBO ADP Access Product Boston, MA Guardian Insurance & Annuity Co 1,860,973.096 8.43 % Sep-Acct L Allentown, PA Wells Fargo Bank 142,087.943 69.43 % FBO Various Retirement Plans 9888888836 NC-1151 Charlotte, NC MG Trust Company Cust. 13,769.000 6.73 % FBO Visionary Communications, Inc. 401(K) Denver, CO FIIOC 12,012.130 5.87 % FBO Andromeda Systems Incorporated 401(K) PSP Covington, KY LPL Financial 11,032.817 5.39 % Omnibus Customer Account San Diego, CA Janus Capital Group Inc. 143,827.634 100 %* Denver, CO
Percentage Ownership Janus Enterprise Fund Class S Shares Janus Flexible Bond Fund Class S Shares Janus Forty Fund Class S Shares Janus Global Allocation Fund – Conservative Class S Shares Janus Global Allocation Fund – Growth Class S SharesFund Name and Class Shareholder and Address of Record Number of
Shares State Street Bank & Trust As Cust 655,696.134 12.11 % FBO ADP Access Product Boston, MA DCGT Trustee &/or Custodian 432,040.864 7.98 % FBO PLIC Various Retirement Plans Omnibus Des Moines, IA National Financial Services LLC 430,877.006 7.95 % For Exclusive Benefit of Our Cust Jersey City, NJ UMB Bank NA 285,230.724 5.27 % FBO Fiduciary for Various Retirement Programs Topeka, KS Saxon & Co 955,868.736 16.76 % FBO 91 Vested Interest Omnibus Asset A/C #20-01-302-9912426 Philadelphia, PA Great-West Trust Company LLC Ttee 356,144.534 6.24 % Employee Benefits Clients 401K Greenwood Village, CO Nationwide Trust Co Trust FSB 330,271.397 5.79 % Columbus, OH UMB Bank NA 295,128.451 5.17 % FBO Fiduciary for Various Retirement Programs Topeka, KS State Street Bank & Trust As Cust 3,173,802.726 17.46 % FBO ADP Access Product Boston, MA Nationwide Trust Company FSB 1,831,804.440 10.08 % Columbus, OH National Financial Services LLC TR 1,701,636.716 9.36 % For Exclusive Benefit of Our Cust Jersey City, NJ Hartford Life Insurance Co 1,685,834.950 9.28 % Separate Account DC IV Hartford, CT Voya Retirement Insurance and Annuity Company 1,204,508.210 6.63 % Windsor, CT FIIOC 51,144.121 37.58 % FBO IMX 401K Profit Sharing Plan Covington, KY Equitable Life 47,770.674 35.11 % For Separate A/C #65 On Behalf of Various 401(K) Expediter Plans Secaucus, NJ MG Trust Company Cust. 12,233.246 8.99 % FBO Zubatkin Associates, Inc. 401(K) Denver, CO FIIOC 10,123.421 7.44 % FBO All Access Staging & Productions Inc. 401K Plan Covington, KY Equitable Life 112,066.723 57.88 % For Separate A/C #65 On Behalf of Various 401(K) Expediter Plans Secaucus, NJ Great-West Trust Company LLC Ttee 36,064.836 18.63 % Employee Benefits Clients 401K Greenwood Village, CO FIIOC 27,765.449 14.34 % FBO BWG MD Inc. 401(K) Plan and Trust Covington, KY
Percentage Ownership Janus Global Allocation Fund – Moderate Class S Shares Janus Global Bond Fund Class S Shares Janus Global Life Sciences Fund Class S Shares Janus Global Real Estate Fund Class S Shares Janus Global Research Fund Class S SharesFund Name and Class Shareholder and Address of Record Number of
Shares FIIOC 89,005.421 40.38 % FBO IMX 401K Profit Sharing Plan Covington, KY Equitable Life 85,221.147 38.66 % For Separate A/C #65 On Behalf of Various 401(K) Expediter Plans Secaucus, NJ FIIOC 24,540.509 11.13 % FBO BWG MD Inc. 401(K) Plan and Trust Covington, KY Janus Capital Group Inc. 16,021.185 58.24 %* Denver, CO Ascensus Trust Company 8,564.313 31.13 % FBO Automation Engineering Retirement S XXXXXX Fargo, ND National Financial Services LLC 2,562.938 9.32 % For Exclusive Benefit of Our Cust Jersey City, NJ UMB Bank NA 60,232.004 19.07 % FBO Fiduciary for Various Retirement Programs Topeka, KS Ascensus Trust Company 22,901.635 7.25 % FBO Meadowbrook, Inc. 401(k) Profit Sha XXXXXX Fargo, ND Pershing LLC 22,813.454 7.22 % Jersey City, NJ Taynik & Co 22,634.908 7.17 % c/o Investors Bank & Trust Boston, MA Cornerstone Government Affairs Ttee 29,550.082 9.61 % Cornerstone Government Affairs 401K c/o FASCore LLC Greenwood Village, CO Capital Bank & Trust Co Ttee 22,053.958 7.17 % FBO Huen Electric Inc. 401K c/o FASCore LLC Greenwood Village, CO UMB Bank NA 545,639.365 52.15 % FBO Fiduciary for Various Retirement Programs Topeka, KS Guardian Insurance & Annuity Co 59,386.352 5.68 % Sep-Acct L Allentown, PA Nationwide Trust Company FSB 55,095.584 5.27 % Columbus, OH
Percentage Ownership Janus Global Select Fund Class S Shares Janus Global Unconstrained Bond Fund Class S Shares Janus Growth and Income Fund Class S SharesFund Name and Class Shareholder and Address of Record Number of
Shares Capital Bank & Trust Company Ttee 5,475.077 24.10 % McCook Clinic Retirement 401K Greenwood Village, CO DCGT Trustee &/or Custodian 5,414.158 23.83 % FBO PLIC Various Retirement Plans Omnibus Des Moines, IA National Financial Services LLC TR 4,445.563 19.57 % For Exclusive Benefit of Our Cust Jersey City, NJ Pershing LLC 2,708.022 11.92 % Jersey City, NJ LPL Financial 2,159.352 9.51 % Omnibus Customer Account San Diego, CA JF & JF 1,577.984 6.95 % c/o Fern Electric & Control Co PSP South San Francisco, CA National Financial Services LLC TR 41,120.396 77.56 % For Exclusive Benefit of Our Cust Jersey City, NJ UMB Bank NA 6,673.143 12.59 % FBO Fiduciary for Various Retirement Programs Topeka, KS Saxon & Co 109,541.027 21.32 % FBO 91 Vested Interest Omnibus Asset A/C #20-01-302-9912426 Philadelphia, PA Nationwide Trust Company FSB 78,116.154 15.20 % Columbus, OH TD Ameritrade Trust Company 70,605.930 13.74 % XXXXX Denver, CO National Financial Services LLC TR 39,117.487 7.61 % For Exclusive Benefit of Our Cust Jersey City, NJ Charles Schwab & Co Inc. 26,805.470 5.22 % Special Custody Account FBO Institutional Client Accounts San Francisco, CA Matrix Trust Co As Ttee 26,016.407 5.06 % FBO Land Title Inc. 401(K) Plan Phoenix, AZ
Percentage Ownership Janus High-Yield Fund Class S Shares Janus Multi-Sector Income Fund Class S Shares Janus Overseas Fund Class S Shares Janus Real Return Fund Class S Shares Janus Research Fund Class S SharesFund Name and Class Shareholder and Address of Record Number of
Shares FIIOC 47,008.384 21.78 % FBO Pyromation Inc. Covington, KY National Financial Services LLC TR 34,482.544 15.98 % For Exclusive Benefit of Our Cust Jersey City, NJ LPL Financial 20,328.264 9.42 % Omnibus Customer Account San Diego, CA FIIOC 19,214.226 8.90 % FBO Hobbs Inc. 401K Profit Sharing Plan Covington, KY Wells Fargo Bank 14,188.844 6.58 % FBO Various Retirement Plans 9888888836 NC-1151 Charlotte, NC Wells Fargo Clearing Services 11,427.323 5.30 % A/C XXXX-XXXX St. Louis, MO Pershing LLC 11,400.047 5.28 % Jersey City, NJ LM & MW Ttee 11,147.501 5.17 % LCM & MW Ins 4 c/o FASCore LLC Greenwood Village, CO Janus Capital Group Inc. 173,950.528 96.74 %* Denver, CO State Street Bank & Trust As Cust 1,765,997.246 31.36 % FBO ADP Access Product Boston, MA Hartford Life Insurance Co 1,278,085.056 22.70 % Separate Account DC IV Hartford, CT UMB Bank NA 335,176.641 5.95 % FBO Fiduciary for Tax Deferred Accounts Topeka, KS Nationwide Trust Company FSB 312,107.409 5.54 % Columbus, OH Janus Capital Group Inc. 68,247.151 95.56 %* Denver, CO UMB Bank NA 50,470.199 46.68 % FBO Fiduciary for Various Retirement Programs Topeka, KS DCGT Trustee &/or Custodian 15,922.039 14.73 % FBO PLIC Various Retirement Plans Omnibus Des Moines, IA Great-West Trust Company LLC Ttee 14,459.492 13.37 % Employee Benefits Clients 401K Greenwood Village, CO American United Life Ins Co 10,193.690 9.43 % AUL American Group Ret Annuity Indianapolis, IN National Financial Services LLC 9,275.343 8.58 % For Exclusive Benefit of Our Cust Jersey City, NJ
Percentage Ownership Janus Short-Term Bond Fund Class S Shares Janus Triton Fund Class S Shares Janus Venture Fund Class S Shares Perkins Global Value Fund Class S Shares Perkins International Value Fund Class S Shares Perkins Large Cap Value Fund Class S SharesFund Name and Class Shareholder and Address of Record Number of
Shares National Financial Services LLC 545,213.615 62.71 % For Exclusive Benefit of Our Customers Jersey City, NJ Ascensus Trust Company 152,460.765 17.54 % FBO Kirst Construction 401K Plan XXXXX Fargo, ND State Street Bank & Trust As Cust 3,433,595.264 19.62 % FBO ADP Access Product Boston, MA SunTrust Bank 1,372,346.016 7.84 % FBO Various SunTrust Omnibus Accounts Greenwood Village, CO DCGT Trustee &/or Custodian 1,274,655.006 7.28 % FBO PLIC Various Retirement Plans Omnibus Des Moines, IA Great-West Trust Company LLC Ttee 1,038,163.161 5.93 % Employee Benefits Clients 401K Greenwood Village, CO UMB Bank NA 878,875.421 5.02 % FBO Fiduciary for Various Retirement Programs Topeka, KS Great-West Trust Company LLC Ttee 225,382.220 34.29 % Employee Benefits Clients 401K Greenwood Village, CO Great-West Trust Company LLC Ttee 102,160.113 15.54 % FBO Great West IRA Advantage c/o FASCore LLC Greenwood Village, CO Great-West Life & Annuity 63,466.279 9.66 % FBO Future Funds II Greenwood Village, CO Taynik & Co 39,698.772 6.04 % c/o Investors Bank & Trust Boston, MA LPL Financial 1,673.069 42.69 % Omnibus Customer Account San Diego, CA TD Ameritrade Inc. 746.189 19.04 % FBO Our Customers Omaha, NE Capital Bank & Trust Co Ttee 700.731 17.88 % FBO El Dorado Physical Therapy Management Greenwood Village, CO Strafe & Co 376.313 9.60 % FBO CWT UTMA IL HXXXXXXXX Newark, DE Pershing LLC 215.434 5.50 % Jersey City, NJ Janus Capital Group Inc. 20,664.431 90.99 %* Denver, CO National Financial Services LLC TR 2,045.420 9.01 % For Exclusive Benefit of Our Cust Jersey City, NJ Janus Capital Group Inc. 17,863.373 100 %* Denver, CO
Percentage Ownership Perkins Mid Cap Value Fund Class S Shares Perkins Select Value Fund Class S Shares Perkins Small Cap Value Fund Class S Shares Perkins Value Plus Income Fund Class S Shares INTECH Emerging Markets Managed Volatility Fund Class T Shares INTECH Global Income Managed Volatility Fund Class T Shares INTECH International Managed Volatility Fund Class T Shares INTECH U.S. Managed Volatility Fund Class T Shares Janus Adaptive Global Allocation Fund Class T SharesFund Name and Class Shareholder and Address of Record Number of
Shares Great-West Trust Company LLC Ttee 2,858,035.870 23.90 % FBO Great West IRA Advantage c/o FASCore LLC Greenwood Village, CO Massachusetts Mutual Life Insurance Company 1,405,363.048 11.75 % Springfield, MA UMB Bank NA 1,000,908.887 8.37 % FBO Fiduciary for Tax Deferred Acct Topeka, KS Great-West Trust Company LLC Ttee 821,967.009 6.87 % Employee Benefits Clients 401K Greenwood Village, CO Great West Life & Annuity 645,821.900 5.40 % Greenwood Village, CO Janus Capital Group Inc. 4,657.426 78.06 %* Denver, CO Pershing LLC 1,309.276 21.94 % Jersey City, NJ VRSCO 1,144,784.791 34.81 % FBO AIGFSB Custodian Trustee FBO State Univ System of Florida 403B Houston, TX State Street Bank & Trust As Cust 499,688.605 15.20 % FBO ADP Access Product Boston, MA Janus Capital Group Inc. 167,582.119 99.92 %* Denver, CO Janus Capital Group Inc. 15,459.035 94.55 %* Denver, CO National Financial Services LLC 2,541,913.030 50.74 % For Exclusive Benefit of Our Cust Jersey City, NJ LPL Financial 1,774,524.609 35.42 % Omnibus Customer Account San Diego, CA Charles Schwab & Co Inc. 462,574.539 9.23 % Exclusive Benefit of Our Customers Reinvest Account San Francisco, CA Charles Schwab & Co Inc. 2,815,496.550 92.78 % Exclusive Benefit of Our Customers Reinvest Account San Francisco, CA Charles Schwab & Co Inc. 10,698,911.942 63.55 % Exclusive Benefit of Our Customers Reinvest Account San Francisco, CA LPL Financial 3,909,235.453 23.22 % Omnibus Customer Account San Diego, CA National Financial Services Co 1,787,835.733 10.62 % For the Exclusive Benefit of Our Customers Jersey City, NJ Janus Capital Group Inc. 114,535.478 94.15 %* Denver, CO
Percentage Ownership Janus Asia Equity Fund Class T Shares Janus Balanced Fund Class T Shares Janus Contrarian Fund Class T Shares Janus Diversified Alternatives Fund Class T Shares Janus Enterprise Fund Class T Shares Janus Flexible Bond Fund Class T SharesFund Name and Class Shareholder and Address of Record Number of
Shares Charles Schwab & Co Inc. 19,524.240 51.67 % Exclusive Benefit of Our Customers Reinvest Account San Francisco, CA LPL Financial 7,175.627 18.99 % Omnibus Customer Account San Diego, CA TD Ameritrade Inc. 5,013.765 13.27 % For the Exclusive Benefit of Our Clients Omaha, NE Pershing LLC 3,214.255 8.51 % Jersey City, NJ Charles Schwab & Co Inc. 72,439,338.526 46.40 % Exclusive Benefit of Our Customers Reinvest Account San Francisco, CA National Financial Services LLC 45,011,730.048 28.83 % For the Exclusive Benefit of Our Customers Jersey City, NJ Charles Schwab & Co Inc. 14,924,713.531 37.34 % Exclusive Benefit of Our Customers Reinvest Account San Francisco, CA National Financial Services LLC 14,771,904.068 36.95 % For the Exclusive Benefit of Our Customers Jersey City, NJ TD Ameritrade Inc. 2,145,519.444 5.37 % For the Exclusive Benefit of Our Clients Omaha, NE Janus Capital Group Inc. 128,240.839 55.00 %* Denver, CO National Financial Services LLC 52,933.455 22.70 % For Exclusive Benefit of Our Cust Jersey City, NJ LPL Financial 21,004.330 9.01 % Omnibus Customer Account San Diego, CA National Financial Services LLC 17,634,699.447 49.96 % For the Exclusive Benefit of Our Customers Jersey City, NJ Charles Schwab & Co Inc. 9,667,575.941 27.39 % Exclusive Benefit of Our Customers Reinvest Account San Francisco, CA National Financial Services Co 53,321,716.916 37.27 % For the Exclusive Benefit of Our Customers Jersey City, NJ Charles Schwab & Co Inc. 29,379,196.422 20.53 % Exclusive Benefit of Our Customers Reinvest Account San Francisco, CA TD Ameritrade Inc. 16,614,952.114 11.61 % For the Exclusive Benefit of Our Clients Omaha, NE LPL Financial 14,754,656.600 10.31 % Omnibus Customer Account San Diego, CA
Percentage Ownership Janus Forty Fund Class T Shares Janus Global Allocation Fund – Conservative Class T Shares Janus Global Allocation Fund – Growth Class T Shares Janus Global Allocation Fund – Moderate Class T SharesFund Name and Class Shareholder and Address of Record Number of
Shares Charles Schwab & Co Inc. 1,207,532.802 41.61 % Exclusive Benefit of Our Customers Reinvest Account San Francisco, CA National Financial Services Co 598,945.984 20.64 % For the Exclusive Benefit of Our Customers Jersey City, NJ Great-West Trust Company LLC 351,430.834 12.11 % Trust/Retirement Plans Greenwood Village, CO LPL Financial 273,804.218 9.43 % Omnibus Customer Account San Diego, CA Charles Schwab & Co Inc. 1,199,207.199 53.93 % Exclusive Benefit of Our Customers Reinvest Account San Francisco, CA National Financial Services Co 444,759.871 20.00 % For the Exclusive Benefit of Our Customers Jersey City, NJ TD Ameritrade Inc. 121,641.310 5.47 % For the Exclusive Benefit of Our Clients Omaha, NE Pershing LLC 113,435.083 5.10 % Jersey City, NJ Charles Schwab & Co Inc. 386,241.440 29.25 % Exclusive Benefit of Our Customers Reinvest Account San Francisco, CA National Financial Services Co 321,832.946 24.37 % For the Exclusive Benefit of Our Customers Jersey City, NJ TD Ameritrade Inc. 119,087.974 9.02 % For the Exclusive Benefit of Our Clients Omaha, NE State Street Bank & Trust As Cust 80,208.708 6.07 % FBO ADP Access Product Boston, MA LPL Financial 69,906.785 5.29 % Omnibus Customer Account San Diego, CA National Financial Services Co 567,735.836 36.87 % For the Exclusive Benefit of Our Customers Jersey City, NJ Charles Schwab & Co Inc. 330,465.825 21.46 % Exclusive Benefit of Our Customers Reinvest Account San Francisco, CA TD Ameritrade Inc. 111,198.013 7.22 % For the Exclusive Benefit of Our Clients Omaha, NE
Percentage Ownership Janus Global Bond Fund Class T Shares Janus Global Life Sciences Fund Class T Shares Janus Global Real Estate Fund Class T Shares Janus Global Research Fund Class T Shares Janus Global Select Fund Class T SharesFund Name and Class Shareholder and Address of Record Number of
Shares National Financial Services LLC 288,819.485 42.87 % For Exclusive Benefit of Our Cust Jersey City, NJ Charles Schwab & Co Inc. 103,790.626 15.40 % Exclusive Benefit of Our Customers Reinvest Account San Francisco, CA LPL Financial 101,312.941 15.04 % Omnibus Customer Account San Diego, CA Merrill Lynch Pierce Fenner & Smith, Inc. 44,428.821 6.59 % For the Sole Benefit of Customers Jacksonville, FL TD Ameritrade Inc. 39,693.824 5.89 % For the Exclusive Benefit of Our Clients Omaha, NE Pershing LLC 37,244.154 5.53 % Jersey City, NJ Charles Schwab & Co Inc. 13,077,965.779 49.18 % Exclusive Benefit of Our Customers Reinvest Account San Francisco, CA National Financial Services LLC 8,395,946.503 31.57 % For the Exclusive Benefit of Our Customers Jersey City, NJ Charles Schwab & Co Inc. 4,051,264.105 70.10 % Exclusive Benefit of Our Customers Reinvest Account San Francisco, CA National Financial Services Co 986,719.371 17.07 % For the Exclusive Benefit of Our Customers Jersey City, NJ LPL Financial 527,892.470 9.13 % Omnibus Customer Account San Diego, CA Charles Schwab & Co Inc. 5,896,580.329 42.17 % Exclusive Benefit of Our Customers Reinvest Account San Francisco, CA National Financial Services LLC 4,239,731.899 30.32 % For Exclusive Benefit of Our Customers Jersey City, NJ Charles Schwab & Co Inc. 13,995,328.732 40.37 % Exclusive Benefit of Our Customers Reinvest Account San Francisco, CA National Financial Services Co 11,493,221.944 33.15 % For the Exclusive Benefit of Our Customers Jersey City, NJ TD Ameritrade Inc. 2,609,781.505 7.53 % For the Exclusive Benefit of Our Clients Omaha, NE
Janus Global Unconstrained Bond Fund Class T Shares Janus Government Money Market Fund Class T Shares Janus Growth and Income Fund Class T Shares Janus High-Yield Fund Class T Shares Janus Money Market Fund Class T Shares Janus Multi-Sector Income Fund Class T Shares Janus Overseas Fund Class T SharesFund Name and Class Shareholder and Address of Record Number of
Shares Percentage
Ownership Charles Schwab & Co Inc. 5,897,309.799 30.34 % Reinvest Account San Francisco, CA National Financial Svcs Corp 5,215,770.247 26.83 % For the Exclusive Benefit of Our Customers Jersey City, NJ LPL Financial 4,072,380.479 20.95 % Omnibus Customer Account San Diego, CA TD Ameritrade Inc. 2,234,494.259 11.50 % For the Exclusive Benefit of Our Clients Omaha, NE National Financial Services LLC 6,608,967.486 73.15 % For the Exclusive Benefit of Our Customers Jersey City, NJ Charles Schwab & Co Inc. 14,955,324.293 47.50 % Exclusive Benefit of Our Customers Reinvest Account San Francisco, CA National Financial Services LLC 9,039,802.551 28.71 % For Exclusive Benefit of Our Customers Jersey City, NJ National Financial Services LLC 59,643,830.134 50.80 % For the Exclusive Benefit of Our Customers Jersey City, NJ Charles Schwab & Co Inc. 36,877,969.199 31.41 % Exclusive Benefit of Our Customers Reinvest Account San Francisco, CA TD Ameritrade Inc. 8,879,660.944 7.56 % For the Exclusive Benefit of Our Clients Omaha, NE National Financial Services LLC 6,275,940.861 42.20 % For the Exclusive Benefit of Our Customers Jersey City, NJ TD Ameritrade Inc. 1,800,899.990 12.11 % For the Exclusive Benefit of Our Clients Omaha, NE Wells Fargo Clearing Services LLC 1,602,856.100 10.78 % Special Custody Acct For the Exclusive Benefit of Customer St. Louis, MO Pershing LLC 1,457,100.340 9.80 % Jersey City, NJ National Financial Svcs Corp 581,954.313 53.95 % For the Exclusive Benefit of Our Customers Jersey City, NJ LPL Financial 238,807.035 22.14 % Omnibus Customer Account San Diego, CA Janus Capital Group Inc. 154,226.115 14.30 %* Denver, CO Charles Schwab & Co Inc. 9,027,678.629 42.09 % Exclusive Benefit of Our Customers Reinvest Account San Francisco, CA National Financial Services LLC 7,751,319.666 36.14 % For the Exclusive Benefit of Our Customers Jersey City, NJ
Number of Janus Real Return Fund Class T Shares Janus Research Fund Class T Shares Janus Short-Term Bond Fund Class T Shares Janus Triton Fund Class T Shares Janus Venture Fund Class T Shares Perkins Global Value Fund Class T Shares Perkins International Value Fund Class T SharesFund Name and Class Shareholder and Address of Record
Shares Percentage
Ownership Janus Capital Group Inc. 157,860.679 55.81 %* Denver, CO Charles Schwab & Co Inc. 64,560.475 22.82 % Exclusive Benefit of Our Customers Reinvest Account San Francisco, CA National Financial Services LLC 30,033.212 10.62 % For the Exclusive Benefit of Our Customers Jersey City, NJ Charles Schwab & Co Inc. 15,704,111.695 45.28 % Exclusive Benefit of Our Customers Reinvest Account San Francisco, CA National Financial Services LLC 10,579,292.831 30.51 % For the Exclusive Benefit of Our Customers Jersey City, NJ National Financial Services LLC 277,916,360.409 60.84 % For the Exclusive Benefit of Our Customers Jersey City, NJ Charles Schwab & Co Inc. 108,968,146.036 23.85 % Exclusive Benefit of Our Customers Reinvest Account San Francisco, CA TD Ameritrade Inc. 37,294,428.763 8.16 % For the Exclusive Benefit of Our Clients Omaha, NE National Financial Services Co 55,989,482.851 52.38 % For the Exclusive Benefit of Our Customers Jersey City, NJ Charles Schwab & Co Inc. 27,803,680.430 26.01 % Exclusive Benefit of Our Customers Reinvest Account San Francisco, CA Charles Schwab & Co Inc. 6,782,731.696 48.20 % Exclusive Benefit of Our Customers Reinvest Account San Francisco, CA National Financial Services Co 4,654,718.937 33.07 % For the Exclusive Benefit of Our Customers Jersey City, NJ Charles Schwab & Co Inc. 2,561,428.357 63.03 % Exclusive Benefit of Our Customers Reinvest Account San Francisco, CA LPL Financial 504,604.223 12.42 % Omnibus Customer Account San Diego, CA National Financial Services Co 489,046.150 12.03 % For the Exclusive Benefit of Our Customers Jersey City, NJ Charles Schwab & Co Inc. 41,737.263 53.89 % Reinvest Account San Francisco, CA National Financial Services Co 32,237.602 41.62 % For the Exclusive Benefit of Our Customers Jersey City, NJ
Number of Perkins Large Cap Value Fund Class T Shares Perkins Mid Cap Value Fund Class T Shares Perkins Select Value Fund Class T Shares Perkins Small Cap Value Fund Class T Shares Perkins Value Plus Income Fund Class T SharesFund Name and Class Shareholder and Address of Record
Shares Percentage
Ownership LPL Financial 148,733.905 43.96 % Omnibus Customer Account San Diego, CA Charles Schwab & Co Inc. 64,694.165 19.12 % Exclusive Benefit of Our Customers Reinvest Account San Francisco, CA National Financial Services Co 55,445.440 16.39 % For the Exclusive Benefit of Our Customers Jersey City, NJ TD Ameritrade Inc. 38,153.973 11.28 % For the Exclusive Benefit of Our Clients Omaha, NE Charles Schwab & Co Inc. 41,143,805.590 39.56 % Reinvest Account San Francisco, CA National Financial Svcs Corp 41,017,011.124 39.44 % For the Exclusive Benefit of Our Customers Jersey City, NJ TD Ameritrade Inc. 5,223,633.519 5.02 % For the Exclusive Benefit of Our Clients Omaha, NE Charles Schwab & Co Inc. 278,150.186 74.05 % Exclusive Benefit of Our Customers Reinvest Account San Francisco, CA National Financial Services LLC 51,384.192 13.68 % For Exclusive Benefit of Our Cust Jersey City, NJ LPL Financial 29,651.776 7.89 % A/C 1000-0005 San Diego, CA National Financial Services Co 12,930,244.211 37.25 % For the Exclusive Benefit of Our Customers Jersey City, NJ Charles Schwab & Co Inc. 10,334,784.748 29.77 % Reinvest Account San Francisco, CA Wells Fargo Bank 2,328,712.787 6.71 % FBO Various Retirement Plans 9888888836 NC-1151 Charlotte, NC National Financial Services LLC 193,967.601 46.72 % For Exclusive Benefit of Our Cust Jersey City, NJ Charles Schwab & Co Inc. 94,015.053 22.65 % Exclusive Benefit of Our Customers Reinvest Account San Francisco, CA LPL Financial 60,173.247 14.49 % Omnibus Customer Account San Diego, CA
| ** | Shares are held of record on behalf of customers. With respect to Morgan Stanley & Co. and |
| *** | Shares are held of record on behalf of customers. With respect to Charles Schwab & Co. Inc. |
Forms of New Advisory Agreements
JANUS INVESTMENT FUND
FORM OF [AMENDED AND RESTATED]
PROPOSED INVESTMENT ADVISORY AGREEMENT
JANUS [ ]ADAPTIVE GLOBAL ALLOCATION FUND
THIS [AMENDED
JANUS BALANCED FUND
JANUS DIVERSIFIED ALTERNATIVES FUND
JANUS ENTERPRISE FUND
JANUS FLEXIBLE BOND FUND
JANUS GLOBAL ALLOCATION FUND – CONSERVATIVE
JANUS GLOBAL ALLOCATION FUND – GROWTH
JANUS GLOBAL ALLOCATION FUND – MODERATE
JANUS GLOBAL BOND FUND
JANUS GLOBAL LIFE SCIENCES FUND
JANUS GLOBAL SELECT FUND
JANUS GLOBAL TECHNOLOGY FUND
JANUS TRITON FUND
JANUS VENTURE FUND
JANUS GLOBAL UNCONSTRAINED BOND FUND
JANUS GROWTH AND RESTATED]INCOME FUND
JANUS HIGH-YIELD FUND
JANUS MULTI-SECTOR INCOME FUND
JANUS REAL RETURN FUND
JANUS SHORT-TERM BOND FUND
JANUS TRITON FUND
JANUS VENTURE FUND
INTECH EMERGING MARKETS MANAGED VOLATILITY FUND
INTECH GLOBAL INCOME MANAGED VOLATILITY FUND
INTECH INTERNATIONAL MANAGED VOLATILITY FUND
INTECH U.S. MANAGED VOLATILITY FUND
PERKINS INTERNATIONAL VALUE FUND
PERKINS VALUE PLUS INCOME FUND
THIS INVESTMENT ADVISORY AGREEMENT (the "Agreement"“Agreement”) is made this [[]1st day of [February][July], [2006][2010]],2017, between JANUS INVESTMENT FUND, a Massachusetts business trust (the "Trust"“Trust”), and JANUS[JANUS HENDERSON CAPITAL MANAGEMENT LLC,LLC], a Delaware limited liability company ("JCM"(the “Adviser”).
WITNESSETH:
W I T N E S S E T H:
WHEREAS, the Trust is registered as anopen-end management investment company under the Investment Company Act of 1940, as amended (the "1940 Act"“1940 Act”), and has registered its shares for public offering under the Securities Act of 1933, as amended (the "1933 Act"“1933 Act”); and
WHEREAS, the Trust is authorized to create separate funds, each with its own separate investment portfolio of which the beneficial interests are represented by a separate series of shares; one of such funds created by the Trust being designated as the [Janus Adaptive Global Allocation Fund] [Janus Balanced Fund] [Janus Diversified Alternatives Fund] [Janus Enterprise Fund] [Janus Flexible Bond Fund] [Janus Global Allocation Fund – Conservative] [Janus Global Allocation Fund – Growth] [Janus Global Allocation Fund – Moderate] [Janus Global Bond Fund] [Janus Global Life Sciences Fund] Janus Global Select Fund] [Janus Global Technology Fund] [Janus Global Unconstrained Bond Fund] [Janus Growth and Income Fund] [Janus High-Yield Fund] [Janus Multi-Sector Income Fund] [Janus Real Return Fund] [Janus Short-Term Bond Fund] [Janus Triton Fund] [Janus Venture Fund] [INTECH Emerging Markets Managed Volatility Fund] [INTECH Global Income Managed Volatility Fund]
[ ] FundINTECH International Managed Volatility Fund] [INTECH U.S. Managed Volatility Fund] [Perkins International Value Fund] [Perkins Value Plus Income Fund] (the "Fund"“Fund”); and
WHEREAS, the Trust and JCMthe Adviser deem it mutually advantageous that JCMthe Adviser should be appointed as investment adviser to the Fund.
NOW, THEREFORE, the parties agree as follows:
[For all Funds except Janus Diversified Alternatives Fund and Janus Global Unconstrained Bond Fund]
1. Appointment.Appointment. The Trust hereby appoints JCMthe Adviser as investment adviser and manager with respect to the Fund for the period and on the terms set forth in this Agreement. JCMThe Adviser hereby accepts such appointment and agrees to render the services herein set forth, for the compensation herein provided.
[For Janus Diversified Alternatives Fund and Janus Global Unconstrained Bond Fund]
1. Appointment. The Trust hereby appoints the Adviser as investment adviser, commodity trading advisor, and manager, and commodity pool operator, with respect to the Fund for the period and on the terms set forth in this Agreement. The Adviser hereby accepts such appointment and agrees to render the services herein set forth, for the compensation herein provided.
2. Investment Advisory Services. JCMServices. The Adviser shall determine the securities or other assets to be purchased, sold or held and shall place orders for the purchase or sale of such securities or other assets with brokers, dealers or others. JCMThe Adviser shall furnish continuous advice and recommendations to the Fund, and have authority to act with respect thereto, as to the acquisition, holding, or disposition of any or all of the securities or other assets which the Fund may own or contemplate acquiring from time to time. JCMThe Adviser shall give due consideration to the investment policies and restrictions and the other statements concerning the Fund in the Amended and Restated Agreement and Declaration of Trust (“Trust Instrument”), Amended and Restated Bylaws (“Bylaws”), and registration statements under the 1940 Act and the 1933 Act, and to the provisions of the Internal Revenue Code, as amended from time to time, applicable to the Fund as a regulated investment company. In addition, JCMthe Adviser shall cause its officers to attend meetings and furnish oral or written reports, as the Trust may
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3. Other Services. JCMServices. The Adviser is hereby authorized (to the extent the Trust has not otherwise contracted) but not obligated (to the extent it so notifies the Trustees at least 60 days in advance), to perform (or arrange for the performance by other service providers, including affiliates of)of, independent third party service providers, or duly appointed subadvisers whether affiliated or not) the management and administrativeadministration services necessary for the operation of the Fund. JCMThe Adviser is specifically authorized, on behalf of the Trust and the Fund, to conduct relations with custodians, depositories, transfer and pricing agents, administrators, fund accounting agents, subsidiaries of the Fund, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurance company separate accounts, insurers, banks and such other persons in any such other capacity deemed by JCMthe Adviser and/or the Trustees to be necessary or desirable. JCMTo the extent the Trust has not otherwise contracted on behalf of the Fund, the Adviser shall generally monitor and report to Fund officers the Fund'sFund’s compliance with investment policies and restrictions as set forth in the currently effective prospectus and statement of additional information relating to the shares of the Fund under the 1933 Act. JCMThe Adviser shall make reports to the Trustees of its performance of services hereunder upon request therefor and furnish advice and recommendations with respect to such other aspects of the business and affairs of the Fund as it shall determine to be desirable. JCMThe Adviser is also authorized, subject to review by the Trustees, to furnish such other services as JCMthe Adviser shall from time to time determine to be necessary or useful to perform the services contemplated by this Agreement.
Agreement, to the extent such services are not otherwise contracted by the Trust, on behalf of the Fund.
4. Obligations of Trust.Trust. The Trust shall have the following obligations under this Agreement:
(a) to keep JCM
| (a) | to keep the Adviser continuously and fully informed as to the composition of its investment portfolio and the nature of all of its assets and liabilities from time to time; |
1 With the exception of Janus Adaptive Global Allocation Fund and INTECH Emerging Markets Managed Volatility Fund, this text does not appear in each Fund’s Investment Advisory Agreement, but will be included in it to the compositionextent that a Fund’s shareholders approve Proposal 5, the Manager of its investment portfolio and the nature of all of its assets and
liabilities from time to time;
(b) to furnish JCM with a certified copy of any financial statement or
report prepared for it by certified or independent public
accountants and with copies of any financial statements or reports
made to its shareholders or to any governmental body or securities
exchange;
(c) to furnish JCM with any further materials or information which JCM
may reasonably request to enable it to perform its function underManagers Proposal, included in this Agreement; and
(d) to compensate JCM for its services and reimburse JCM for its
expenses incurred hereunder in accordance with the provisions
hereof.
Proxy Statement.
| (b) | to furnish the Adviser with a certified copy of any financial statement or report prepared for it by certified or independent public accountants and with copies of any financial statements or reports made to its shareholders or to any governmental body or securities exchange; |
| (c) | to furnish the Adviser with any further materials or information which the Adviser may reasonably request to enable it to perform its function under this Agreement; and |
| (d) | to compensate the Adviser for its services and reimburse the Adviser for its expenses incurred hereunder in accordance with the provisions hereof. |
5. Compensation. Compensation.
[For INTECH Emerging Markets Managed Volatility Fund]
The Trust shall pay to JCMthe Adviser for its services pursuant to
this Agreement a [monthly base] fee[,fee, calculated and payable for each day that this Agreement is in effect,] of [1/365][1/12]365 of 0.64%0.95% of the [average]first $2,000,000,000 of the average daily closing net asset value of the Fund[ ("Base Fee"), adjusted byFund, plus 1/365 of 0.92% of the next $1,000,000,000 of the average daily closing net asset value of the Fund, plus 1/365 of 0.90% of the average daily closing net asset value of the Fund in excess of $3,000,000,000 (1/366 of 0.95% of the first $2,000,000,000 of the average daily closing net asset value of the Fund, plus 1/366 of 0.92% of the next $1,000,000,000 of the average daily closing net asset value of the Fund, plus 1/366 of 0.90% of the average daily closing net asset value of the Fund in excess of $3,000,000,000 in a performanceleap year). The fee as set forth in Schedule A. shall be paid monthly.
[For any period less thanINTECH Global Income Managed Volatility Fund and INTECH International Managed Volatility Fund]
The Trust shall pay to the Adviser for its services pursuant to the Agreement a month during whichfee, calculated and payable for each day that this Agreement is in effect, of 1/365 of 0.55% of the Base Feeaverage daily closing net asset value of the Fund (1/366 of 0.55% of the daily closing net asset value of the Fund in a leap year). The fee shall be prorated accordingpaid monthly.
[For INTECH U.S. Managed Volatility Fund]
The Trust shall pay to the proportion which such period bearsAdviser for its services a fee, calculated and payable for each day that this Agreement is in effect, of 1/365 of 0.50% of the daily closing net asset value of the Fund (1/366 of 0.50% of the daily closing net asset value of the Fund in a leap year). The fee shall be paid monthly.
[For Janus Adaptive Global Allocation Fund]
The Trust shall pay to the Adviser for its services a full monthfee, calculated and payable for each day that this Agreement is in effect, of 28, 29, 30, or 31 days, as1/365 of 0.75% of the case may be.]first $2,000,000,000 of the average daily closing net asset value of the Fund, plus 1/365 of 0.72% of the next $2,000,000,000 of the average daily closing asset value of the Fund, plus 1/365 of 0.70% of the average daily closing net asset value of the Fund in excess of $4,000,000,000 (1/366 of 0.75% of the first $2,000,000,000 of the average daily closing asset value of the Fund, plus 1/366 of 0.72% of the next $2,000,000,000 of the average daily closing asset value of the Fund, plus 1/366 of 0.70% of the average daily closing net asset value of the Fund in excess of $4,000,000,000 in a leap year). The fee shall be paid monthly.
[(For Janus Balanced Fund]
The Trust shall pay to the Adviser for its services pursuant to this Agreement a fee, calculated and payable for each day that this Agreement is in effect, of 1/365 of 0.55%of the daily closing net asset value of the Fund (1/366 of 0.55% of the daily closing net asset value of the Fund in a leap year). The fee shall be paid monthly.
[For Janus Diversified Alternatives Fund]
The Trust shall pay to the Adviser for its services a fee, calculated and payable for each day that this Agreement is in effect, of 1/365 of 1.00% of the first $1,000,000,000 of the average daily closing net asset value of the Fund, plus 1/365 of 0.95% of the average daily closing net asset value of the Fund in excess of $1,000,000,000 (1/366 of 1.00% of the first $1,000,000,000 of the average daily closing asset value of the Fund, plus 1/366 of 0.95% of the average daily closing net asset value of the Fund in excess of $1,000,000,000 in a leap year). The fee shall be paid monthly.
To the extent that the Fund invests its assets in the Janus Diversified Alternatives Subsidiary, Ltd., a wholly-owned subsidiary of the Fund (“Subsidiary”), Janus Capital shall not collect advisory fees that Janus Capital would otherwise be entitled to under this Agreement in an amount equal to the fee that Janus Capital receives from the Subsidiary.
[For Janus Enterprise Fund, Janus Global Life Sciences Fund, Janus Global Select Fund, Janus Global Technology Fund, Janus Triton Fund, and Janus Venture Fund]
The Trust shall pay to the Adviser for its services pursuant to this Agreement a fee, calculated and payable for each day that this Agreement is in effect, of 1/365 of 0.64% of the daily closing net asset value of the Fund (1/366 of 0.64% of the daily closing net asset value of the Fund in a leap year). The fee shall be paid monthly.]
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[For Janus Flexible Bond Fund]
The Trust shall pay to the Adviser for its services pursuant to this Agreement a fee, calculated and payable for each day that this Agreement is in effect, of 1/365 of 0.58% of the first $300,000,000 of the daily closing net asset value of the Fund, plus 1/365 of 0.48% of the daily closing net asset value in excess of $300,000,000 (or 1/366 of the daily closing net asset value of either rate in a leap year). The fee shall be paid monthly.
[For Janus Global Allocation Fund – Conservative, Janus Global Allocation Fund – Growth, and Janus Global Allocation Fund – Moderate]
The Trust shall pay to the Adviser for its services pursuant to this Agreement a fee, calculated and payable for each day that this Agreement is in effect, of 1/365 of 0.05% of the daily closing net asset value of the Fund (1/366 of 0.05% of the daily closing net asset value of the Fund in a leap year). The fee shall be paid monthly.
[For Janus Global Bond Fund]
The Trust shall pay to the Adviser for its services pursuant to this Agreement a fee, calculated and payable for each day that this Agreement is in effect, of 1/365 of 0.60% of the first $1,000,000,000 of the average daily closing net asset value of the Fund, plus 1/365 of 0.55% of the next $1,000,000,000 of the average daily closing asset value of the Fund, plus 1/365 of 0.50% of the daily closing net asset value of the Fund in excess of $2,000,000,000 (1/366 of 0.60% of the first $1,000,000,000 of the average daily closing asset value of the Fund, plus 1/366 of 0.55% of the next $1,000,000,000 of the average daily closing asset value of the Fund, plus 1/366 of 0.50% of the daily closing net asset value of the Fund in excess of $2,000,000,000 in a leap year). The fee shall be paid monthly.
[For Janus Global Unconstrained Bond Fund]
The Trust shall pay to the Adviser for its services a fee, calculated and payable for each day that this Agreement is in effect, of 1/365 of 0.65% of the first $1,000,000,000 of the average daily closing net asset value of the Fund, plus 1/365 of 0.62% of the next $2,000,000,000 of the average daily closing asset value of the Fund, plus 1/365 of 0.60% of the average daily closing net asset value of the Fund in excess of $3,000,000,000 (1/366 of 0.65% of the first $1,000,000,000 of the average daily closing asset value of the Fund, plus 1/366 of 0.62% of the next $2,000,000,000 of the average daily closing asset value of the Fund, plus 1/366 of 0.60% of the average daily closing net asset value of the Fund in excess of $3,000,000,000 in a leap year). The fee shall be paid monthly.
To the extent the Fund invests its assets in the Janus Global Unconstrained Bond Subsidiary, Ltd., a wholly-owned subsidiary of the Fund (“Subsidiary”), Janus Capital shall not collect advisory fees that Janus Capital would otherwise be entitled to under this Agreement in an amount equal to the fee that Janus Capital receives from the Subsidiary.
[For Janus Growth and Income Fund and Perkins Value Plus Income Fund]
The Trust shall pay to the Adviser for its services pursuant to this Agreement a fee, calculated and payable for each day that this Agreement is in effect, of 1/365 of 0.60% of the average daily closing net asset value of the Fund (1/366 of 0.60% of the average daily closing net asset value of the Fund in a leap year). The fee shall be paid monthly.
[For Janus High-Yield Fund]
The Trust shall pay to the Adviser for its services pursuant to this Agreement a fee, calculated and payable for each day that this Agreement is in effect, of 1/365 of 0.65% of the first $300,000,000 of the daily closing net asset value of the Fund, plus 1/365 of 0.55% of the daily closing net asset value in excess of $300,000,000 (or 1/366 of the daily closing net asset value of either rate in a leap year). The fee shall be paid monthly.
[For Janus Multi-Sector Income Fund]
The Trust shall pay to the Adviser for its services a fee, calculated and payable for each day that this Agreement is in effect, of 1/365 of 0.60% of the first $200,000,000 of the average daily closing net asset value of the Fund, plus 1/365 of 0.57% of the next $500,000,000 of the average daily closing asset value of the Fund, plus 1/365 of 0.55% of the average daily closing net asset value of the Fund in excess of $700,000,000 (1/366 of 0.60% of the first $200,000,000 of the average daily closing asset value of the Fund, plus 1/366 of 0.57% of the next $500,000,000 of the average daily closing asset value of the Fund, plus 1/366 of 0.55% of the average daily closing net asset value of the Fund in excess of $700,000,000 in a leap year). The fee shall be paid monthly.
[For Janus Real Return Fund]
The Trust shall pay to the Adviser for its advisory services pursuant to this Agreement a fee, calculated and payable for each day that this Agreement is in effect, of 1/365 of 0.75% of the first $3,000,000,000 of the average daily closing net asset value of the Fund, plus 1/365 of 0.72% of the average daily closing net asset value of the Fund in excess of $3,000,000,000 (1/366 of 0.75% of the first $3,000,000,000 of the average daily closing asset value of the Fund, plus 1/366 of 0.72% of the average daily closing net asset value of the Fund in excess of $3,000,000,000 in a leap year). The fee shall be paid monthly.
[For Janus Short-Term Bond Fund]
The Trust shall pay to the Adviser for its services pursuant to this Agreement a fee, calculated and payable for each day that this Agreement is in effect, of 1/365 of 0.64% of the first $300,000,000 of the daily closing net asset value of the Fund, or 1/365 of 0.54% of the daily closing net asset value of the Fund in excess of $300,000,000 (1/366 of either rate of the daily closing net asset value of the Fund in a leap year). The fee shall be paid monthly.
[For Perkins International Value Fund]
The Trust shall pay to the Adviser for its services a fee, calculated and payable for each day that this Agreement is in effect, of 1/365 of 0.80% of the daily closing net asset value of the Fund (1/366 of 0.80% of the daily closing net asset value of the Fund in a leap year). The fee shall be paid monthly.
[For all Funds except Janus Global Allocation Fund – Conservative, Janus Global Allocation Fund – Moderate, and Janus Global Allocation Fund – Growth]
6. Expenses Borne by JCM.the Adviser. In addition to the expenses which JCMthe Adviser may incur in the performance of its investment advisory functions and other services under this Agreement, and the expenses which it may expressly undertake to incur and pay under other agreements with the Trust or otherwise, JCMthe Adviser shall incur and pay the following expenses relating to the Fund'sFund’s operations without reimbursement from the Fund:
(a)
| (a) | Reasonable compensation, fees and related expenses of the Trust’s officers and its Trustees, except for such Trustees who are not “interested persons,” as defined in the 1940 Act, of the Adviser, and except as otherwise provided in Section 7; |
| (b) | Rental of offices of the Trust; and |
| (c) | Fees of any subadviser engaged by the Adviser pursuant to the authority granted in Section 2 hereof. |
[For Janus Global Allocation Fund – Conservative, Janus Global Allocation Fund – Moderate, and Janus Global Allocation Fund – Growth]
6. Expenses Borne by the Adviser. In addition to the expenses which the Adviser may incur in the performance of the Trust's
officersinvestment advisory functions and other services under this Agreement, and the expenses which it may expressly undertake to incur and pay under other agreements with the Trust or otherwise, the Adviser shall incur and pay the following expenses relating to the Fund’s operations without reimbursement from the Fund:
| (a) | Reasonable compensation, fees and related expenses of the Trust’s officers and its Trustees, except for such Trustees who are not “interested persons” as defined in the 1940 Act, of the Adviser, and except as otherwise provided in Section 7; and |
| (b) | Rental of offices of the Trust. |
[For all Funds except for such Trustees who are not
"interested persons," as defined in the 1940 Act, of JCM,Janus Global Allocation Fund – Conservative, Janus Global Allocation Fund – Moderate, and except
as otherwise provided in Section 7; and
(b) Rental of offices of the Trust.
Janus Global Allocation Fund – Growth]
7. Expenses Borne by the Trust. The Trust assumes and shall pay all expenses incidental to its organization, operations and business not specifically assumed or agreed to be paid by JCMthe Adviser pursuant to Sections 3 and 6 hereof, including, but not limited to, investment adviser fees; any compensation, fees, or reimbursements which the Trust pays to its Trustees who are not "interested“interested persons,"” as defined in the 1940 Act, of JCM;the Adviser; compensation and related expenses of the Chief Compliance Officer of the Trust and compliance staff, as authorized from time to time by the Trustees of the Trust; compensation (and anyout-of-pocket expenses as may be agreed upon) of the Fund'sFund’s custodian, transfer agent, administrator, fund accounting agent, registrar and dividend disbursing agent; legal, accounting, audit and printing expenses; administrative, clerical, recordkeeping and bookkeeping expenses; brokerage commissions and all other expenses in connection with execution of portfolio transactions (including any appropriate commissions paid to JCMthe Adviser or its affiliates, or other Fund service providers, for effecting exchange listed,over-the-counter or other securities transactions); interest; all federal, state and local taxes (including stamp, excise, income and franchise taxes); costs of stock certificates and expenses of delivering such certificates to purchasers thereof; expenses of local representation in Massachusetts; expenses of shareholders'shareholders’ meetings and of preparing, printing and distributing proxy statements, notices, and reports to shareholders; expenses of preparing and filing reports and tax returns with federal and state regulatory authorities; all expenses incurred in complying with all federal and state laws and the laws of any foreign country applicable to the issue, offer, or sale of shares of the Fund, including, but not limited to, all costs involved in the registration or qualification of shares of the Fund for sale in any jurisdiction, the costs of portfolio pricing services and compliance systems, and all costs involved in preparing, printing and mailing prospectuses and statements of additional information to Fund shareholders; and all fees, dues and other expenses incurred by the Trust in connection with the membership of the Trust in any trade association or other investment company organization.
[For Janus Global Allocation Fund – Conservative, Janus Global Allocation Fund – Moderate, and Janus Global Allocation Fund – Growth]
7. Expenses Borne by the Trust. The Trust assumes and shall pay all expenses incidental to its organization, operations and business not specifically assumed or agreed to be paid by the Adviser pursuant to Sections 3 and 6 hereof, including, but not limited to, investment adviser fees; any compensation, fees, or reimbursements which the Trust pays to its Trustees who are not “interested persons,” as defined in the 1940 Act, of the Adviser; compensation and related expenses of the Chief Compliance Officer of the Trust and compliance staff, as authorized from time to time by the Trustees of the Trust; compensation of the Fund’s custodian, transfer agent, registrar and dividend disbursing agent; legal, accounting, audit and printing expenses; administrative, clerical, recordkeeping and bookkeeping expenses; brokerage commissions and all other expenses in connection with execution of portfolio transactions (including any appropriate commissions paid to the Adviser or its affiliates for effecting exchange listed,over-the-counter or other securities transactions); interest; all federal, state and local taxes (including stamp, excise, income and franchise taxes); costs of stock certificates and expenses of delivering such certificates to purchasers thereof; expenses of local representation in Massachusetts; expenses of shareholders’ meetings and of preparing, printing and distributing proxy statements, notices, and reports to shareholders; expenses of preparing and filing reports and tax returns with federal and state regulatory authorities; all expenses incurred in complying with all federal and state laws and the laws of any foreign country applicable to the issue, offer, or sale of shares of the Fund, including, but not limited to, all costs involved in the registration or qualification of shares of the Fund for sale in any jurisdiction, the costs of portfolio pricing services and compliance systems, and all costs involved in preparing, printing and mailing prospectuses and statements of additional information to Fund shareholders; and all fees, dues and other expenses incurred by the Trust in connection with the membership of the Trust in any trade association or other investment company organization.”
8. Termination.Termination. This Agreement may be terminated at any time, without penalty, by the Trustees of the Trust, or by the shareholders of the Fund acting by vote of at least a majority of its outstanding voting securities, provided in either case that sixty (60) days advance written notice of termination be given to JCMthe Adviser at its principal place of business. This Agreement may be terminated by JCMthe Adviser at any time, without penalty, by giving sixty (60) days advance written notice of termination to the Trust, addressed to its principal place of business. The Trust agrees that, consistent with the terms of the Declaration of
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"Janus"“Janus Henderson” in connection with the Fund as soon as reasonably practicable following any termination of this Agreement if JCMthe Adviser does not continue to provide investment advice to the Fund after such termination.
9. Assignment.Assignment. This Agreement shall terminate automatically in the event of any assignment of this Agreement.
10. Term.Term. This Agreement shall continue in effect until February[February 1, [2007][2011]2018], unless sooner terminated in accordance with its terms, and shall continue in effect from year to year thereafter only so long as such continuance is specifically approved at least annually by (a) the vote of a majority of the Trustees of the Trust who are not parties hereto or interested persons of any such party, cast in person at a meeting called for the purpose of voting on the approval of the terms of such renewal, and (b) either the Trustees of the Trust or the affirmative vote of a majority of the outstanding voting securities of the Fund. The annual approvals provided for herein shall be effective to continue this Agreement from year to year if given within a period beginning not more than ninety (90) days prior to February 1 of each applicable year, notwithstanding the fact that more than three hundred sixty-five (365) days may have elapsed since the date on which such approval was last given.
11. Amendments.Amendments. This Agreement may be amended by the parties only if such amendment is specifically approved (i) by a majority of the Trustees, including a majority of the Trustees who are not interested persons (as that phrase is defined in Section 2(a)(19) of the 1940 Act) of any party to this Agreement and, (ii) if required by applicable law, (ii) by the affirmative vote of a majority of the outstanding voting securities of the Fund (as that phrase is defined in Section 2(a)(42) of the 1940 Act).
12. Other Series.Series. The Trustees shall determine the basis for making an appropriate allocation of the Trust'sTrust’s expenses (other than those directly attributable to the Fund) between the Fund and the other series of the Trust.
13. Limitation of Personal Liability.Liability. All the parties hereto acknowledge and agree that all liabilities of the Trust arising, directly or indirectly, under this Agreement, of any and every nature whatsoever, shall be satisfied solely out of the assets of the Fund and that no Trustee, officer or holder of shares of beneficial interest of the Trust shall be personally liable for any of the foregoing liabilities. The Declaration of Trust Instrument describes in detail the respective responsibilities and limitations on liability of the Trustees, officers and holders of shares of beneficial interest of the Trust.
14. Limitation of Liability of JCM. JCMthe Adviser. The Adviser shall not be liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission taken with respect to the Trust, except for willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder and except to the extent otherwise provided by law. As used in this Section 14, "JCM"“the Adviser” shall include any affiliate of JCMthe Adviser performing services for the Trust contemplated hereunder and directors, officers and employees of JCMthe Adviser and such affiliates.
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15. Activities of JCM.the Adviser. The services of JCMthe Adviser to the Trust hereunder are not to be deemed to be exclusive, and JCMthe Adviser and its affiliates are free to render services to other parties. It is understood that trustees, officers and shareholders of the Trust are or may become interested in JCMthe Adviser as directors, officers and shareholders of JCM,the Adviser, that directors, officers, employees and shareholders of JCMthe Adviser are or may become similarly interested in the Trust, and that JCMthe Adviser may become interested in the Trust as a shareholder or otherwise.
16. Certain Definitions.Definitions. The terms "vote“vote of a majority of the outstanding voting securities," "assignment"” “assignment” and "interested persons"“interested persons” when used herein, shall have the respective meanings specified in the 1940 Act, as now in effect or hereafter amended, and the rules and regulations thereunder, subject to such orders, exemptions and interpretations as may be issued by the Securities and Exchange Commission under said Act and as may be then in effect.
17. Governing Law.Law. This Agreement shall be construed in accordance with the laws of the State of Colorado (without giving effect to the conflicts of laws principles thereof) and the 1940 Act. To the extent that the applicable laws of the State of Colorado conflict with the applicable provisions of the 1940 Act, the latter shall control.
This Agreement shall supercede all prior investment advisory agreements
entered into between JCM and the Trust, on behalf
[Remainder of the Fund.
page intentionally left blank.]
IN WITNESS WHEREOF, the parties have caused their duly authorized officers to execute this Investment Advisory Agreement as of the amended date and year first above written.
JANUS CAPITAL MANAGEMENT LLC
By:
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Name:
Title:
| [JANUS HENDERSON CAPITAL MANAGEMENT LLC] | ||
By: | ||
Name: | ||
Title: | ||
JANUS INVESTMENT FUND | ||
By: | ||
Name: | ||
Title: | ||
Appendix N-II
JANUS INVESTMENT FUND
By:
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Name:
Title:
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[SCHEDULE A
PERFORMANCE ADJUSTMENT]
[Beginning with the Base Fee payable for [JULY 2010] and in [JANUS FUND AND
JANUS GLOBAL OPPORTUNITIES FUND - MONTH 13] [JANUS OVERSEAS FUND - MONTH 16]
[JANUS FORTY FUND AND JANUS TWENTY FUND - MONTH 19] thereafter, the Base Fee
shall be adjusted monthly based upon the investment performance of the Fund's
Class A Shares (waiving the upfront sales load) ("Class") in relation to the
cumulative investment record of the Fund's benchmark, the [JANUS FUND - CORE
GROWTH INDEX (AS DESCRIBED BELOW)] [JANUS FORTY FUND AND JANUS TWENTY
FUND - RUSSELL 1000(R) GROWTH INDEX] [JANUS GLOBAL OPPORTUNITIES FUND - MORGAN
STANLEY CAPITAL INTERNATIONAL WORLD INDEX(SM)] [JANUS OVERSEAS FUND - MORGAN
STANLEY CAPITAL INTERNATIONAL ALL COUNTRY WORLD EX-U.S. INDEX(SM)] (the
"Index"), over the "Performance Period" (such adjustment being referred to
herein as the "Performance Adjustment"). The "Performance Period" is defined as
the shorter of (a) the period from the date of this Agreement through the end of
the month for which the fee is being calculated, and (b) the 36 month period
preceding the end of the month for which the fee is being calculated.]
[[JANUS FUND - THE INDEX CONSISTS OF AN EQUAL WEIGHTING (BALANCED DAILY) OF
TWO BENCHMARK INDICES, THE STANDARD & POOR'S 500(R) INDEX ("S&P 500(R) INDEX")
AND THE RUSSELL 1000(R) GROWTH INDEX. THE INDEX PERFORMANCE FOR THE PERFORMANCE
PERIOD IS CALCULATED BASED ON THE EQUALLY WEIGHTED TOTAL RETURNS FROM THE
RUSSELL 1000(R) GROWTH INDEX (50%) AND THE S&P 500(R) INDEX (50%).]]
[The Performance Adjustment shall be calculated by subtracting the
investment record of the Index from the investment performance of the Fund's
Class A Shares. If there is less than a 0.50% difference (plus or minus) between
the investment performance of the Class and the investment record of the Index,
the Fund pays JCM the Base Fee with no adjustment. If the difference between the
investment performance of the Class and the investment record of the Index is
0.50% or greater during any Performance Period, the Base Fee will be subject to
an upward or downward performance adjustment of [JANUS FUND - 1/12 OF 0.016667%]
[JANUS FORTY FUND AND JANUS TWENTY FUND - 1/12 OF 0.0088235%] [JANUS GLOBAL
OPPORTUNITIES FUND AND JANUS OVERSEAS FUND - 1/12 OF 0.0107143%] for every full
0.50% increment by which the Class outperforms or underperforms the Index. The
maximum percentage used in calculating the Performance Adjustment (positive or
negative) in any month is 1/12 of 0.15%. The Performance Adjustment is applied
against the Fund's average daily net assets during the Performance Period.]
[For purposes of computing the Base Fee and the Performance Adjustment, net
assets are averaged over different periods (average daily net assets during the
relevant month for the Base Fee versus average daily net assets during the
Performance Period for the Performance Adjustment). The Base Fee is calculated
and accrued daily. The Performance Adjustment is calculated monthly in arrears
and is accrued evenly each day throughout the month. The investment advisory fee
is paid monthly in arrears.]
[The average daily net asset value of the Fund, or any class thereof, shall
be determined in the manner set forth in the Trust's Declaration of Trust,
Bylaws and registration statement, each as may be amended from time to time.]
D-6
[The investment performance of the Class will be the sum of:]
[(1) the change in the Class' net asset value ("NAV") per share during the
Performance Period; plus]
[(2) the value of the Class' cash distributions per share accumulated to
the end of the Performance Period; plus]
[(3) the value of capital gains taxes per share paid or payable on
undistributed realized long-term capital gains accumulated to the end of the
Performance Period;]
[expressed as a percentage of the Class' NAV per share at the beginning of the
Performance Period. For this purpose, the value of distributions per share of
realized capital gains, of dividends per share paid from investment income and
of capital gains taxes per share paid or payable on undistributed realized long-
term capital gains shall be treated as reinvested in shares of the Class at the
NAV in effect at the close of business on the record date for the payment of
such distributions and dividends and the date on which provision is made for
such taxes, after giving effect to such distributions, dividends and taxes.]
[The investment record of the Index will be the sum of:]
[(1) [FOR ALL FUNDS EXCEPT JANUS FUND] the change in the level of the Index
during the Performance Period; plus]
[[JANUS FUND] the change in the level of the Index during the
Performance Period, which is an equal weighting of the change in the
level of the underlying indices during the Performance Period; plus]
[(2) the value, computed consistently with the Index, of cash distributions
made by companies whose securities comprise the Index [JANUS FUND - (50% OF THE
S&P 500(R) INDEX AND 50% OF THE RUSSELL 1000(R) GROWTH INDEX)] accumulated to
the end of the Performance Period; expressed as a percentage of the Index level
at the beginning of the Performance Period. For this purpose, cash distributions
on the securities which comprise the Index shall be treated as reinvested in the
Index at least as frequently as the end of each calendar quarter following the
payment of the dividend.]
[The Trustees have initially designated the Class to be used for purposes of
determining the Performance Adjustment. From time to time, the Trustees may, by
vote of the Trustees of the Trust voting in person, including a majority of the
Trustees who are not parties to this Agreement or "interested persons" (as
defined in the 1940 Act) of any such parties, determine that a class of shares
of the Fund other than the Class is the most appropriate for use in calculating
the Performance Adjustment. If a different class of shares ("Successor Class")
is substituted in calculating the Performance Adjustment, the use of that
Successor Class of shares for purposes of calculating the Performance Adjustment
may apply to the entire Performance Period so long as such Successor Class was
outstanding at the beginning of such period. If the Successor Class of shares
was not outstanding for all or a portion of the Performance Period, it may only
be used in calculating that portion of the Performance Adjustment attributable
to the period during which such Successor Class was outstanding and any prior
portion of the Performance Period shall be calculated using the class of shares
previously designated.]
D-7
APPENDIX E
OTHER FUNDS MANAGED BY JANUS CAPITAL WITH SIMILAR
INVESTMENT OBJECTIVES
The following table lists certain information regarding funds with similar
investment objectives for which Janus Capital provides investment advisory or
subadvisory services. The table shows such fund's asset size as of December 31,
2009, the rate of compensation paid by that fund, and whether Janus Capital has
contractually agreed to waive or reduce compensation received from that fund.
CONTRACTUAL
INVESTMENT
ASSET SIZE ADVISORY FEES/ FEE
(IN $ BASE FEES WAIVERS OR
FUND OBJECTIVE MILLIONS) (ANNUAL RATE) REDUCTIONS
---- ----------------------------------- ---------- -------------------------- ----------
Balanced Portfolio............ Seeks long-term capital growth, 1,686.7 0.55% N/A
consistent with preservation of
capital and balanced by current
income.
Enterprise Portfolio.......... Seeks long-term growth of capital. 593.9 0.64% N/A
Forty Portfolio............... Seeks long-term growth of capital. 1,230.3 0.64% N/A
Global Life Sciences
Portfolio*.................. Seeks long-term growth of capital. 17.7 0.64% N/A
Global Technology Portfolio... Seeks long-term growth of capital. 121.2 0.64% 0.95%(1)
Growth and Income Portfolio*.. Seeks long-term capital growth and 47.1 0.62% N/A
current income.
INTECH Risk-Managed Core
Fund(2)..................... Seeks long-term growth of capital. 309.2 0.50%(3) 0.89%(4)
INTECH Risk-Managed Growth
Fund(2)..................... Seeks long-term growth of capital. 854.5 0.50% 0.90%(4)
INTECH Risk-Managed
International Fund(2)....... Seeks long-term growth of capital. 8.3 0.55% 1.00%(4)
INTECH Risk-Managed Value
Fund(2)..................... Seeks long-term growth of capital. 76.2 0.50% 0.75%(4)
Janus Aspen Perkins Mid Cap
Value Portfolio(5).......... Seeks capital appreciation. 109.4 0.64%(3) 0.86%(1)
Janus Aspen INTECH Risk-
Managed Core Portfolio(2)*.. Seeks long-term growth of capital. 18.3 0.50%(3) 1.10%
Janus Balanced Fund........... Seeks long-term capital growth, 5,123.6 0.55% 0.76%(4)
consistent with preservation of
capital and balanced by current
income.
Janus Contrarian Fund......... Seeks long-term growth of capital. 4,236.0 0.64%(3) 0.89%(4)
Janus Enterprise Fund......... Seeks long-term growth of capital. 2,489.6 0.64% 0.90%(4)
Janus Global Life Sciences
Fund........................ Seeks long-term growth of capital. 697.7 0.64% N/A
Janus Global Real Estate
Fund........................ Seeks total return through a 18.2 0.75%(3) 1.25%(4)
combination of capital appreciation
and current income.
Janus Global Research Fund.... Seeks long-term growth of capital. 219.7 0.64%(3) 1.00%(4)
E-1
CONTRACTUAL
INVESTMENT
ASSET SIZE ADVISORY FEES/ FEE
(IN $ BASE FEES WAIVERS OR
FUND OBJECTIVE MILLIONS) (ANNUAL RATE) REDUCTIONS
---- ----------------------------------- ---------- -------------------------- ----------
Janus Global Technology Fund.. Seeks long-term growth of capital. 792.0 0.64% N/A
Janus Growth and Income Fund.. Seeks long-term capital growth and 3,937.0 0.62% 0.73%(4)
current income.
Janus High-Yield Fund......... Seeks to obtain high current 1,152.5 First $300 Million 0.65% 0.78%(4)
income. Capital appreciation is a Over $300 Million 0.55%
secondary investment objective when
consistent with its primary
investment objective.
Janus International Equity
Fund........................ Seeks long-term growth of capital. 191.5 0.68%(3) 1.25%(4)
Janus International Forty
Fund........................ Seeks long-term growth of capital. 9.0 0.73%(3) 1.25%(4)
Janus Modular Portfolio
Construction(R) Fund........ Seeks long-term growth of capital 7.1 0.07% 0.45%(4)
with a secondary emphasis on
income.
Janus Orion Fund.............. Seeks long-term growth of capital. 3,497.1 0.64% 0.90%(4)
Janus Portfolio............... Seeks long-term growth of capital. 2,490.0 0.64% N/A
Janus Research Core Fund...... Seeks long-term growth of capital. 630.9 0.60% 0.66%(4)
Janus Research Fund........... Seeks long-term growth of capital. 3,110.0 0.64%(3) N/A
Janus Smart
Portfolio - Conservative.... Seeks the highest return over time 126.4 0.05% 0.40%(6)
consistent with a primary emphasis
on income and a secondary emphasis
on growth of capital.
Janus Smart
Portfolio - Growth.......... Seeks the highest return over time 206.1 0.05% 0.45%(6)
consistent with a primary emphasis
on growth of capital and a
secondary emphasis on income.
Janus Smart
Portfolio - Moderate........ Seeks the highest return over time 179.3 0.05% 0.39%(6)
consistent with an emphasis on
growth of capital and income.
Janus Triton Fund............. Seeks long-term growth of capital. 401.3 0.64% 1.05%(4)
Janus Venture Fund............ Seeks capital appreciation. 1,020.5 0.64% N/A
Research Core Portfolio*...... Seeks long-term growth of capital. 8.1 0.60% N/A
Janus Worldwide Fund.......... Seeks long-term growth of capital 2,450.6 0.60%(3) 1.00%(4)
in a manner consistent with the
preservation of capital.
Overseas Portfolio............ Seeks long-term growth of capital. 2,327.1 0.64% N/A
Perkins Large Cap Value
Fund(5)..................... Seeks capital appreciation. 53.8 0.64%(7) 1.00%(4)
Perkins Mid Cap Value
Fund(5)..................... Seeks capital appreciation. 11,301.1 0.64%(3) 0.86%(4)
Perkins Small Cap Value
Fund(5)..................... Seeks capital appreciation. 1,903.5 0.72%(7) 0.96%(4)
Worldwide Portfolio........... Seeks long-term growth of capital 784.4 0.60%(3) N/A
in a manner consistent with the
preservation of capital.
E-2
CONTRACTUAL
INVESTMENT
ASSET SIZE ADVISORY FEES/ FEE
(IN $ BASE FEES WAIVERS OR
FUND OBJECTIVE MILLIONS) (ANNUAL RATE) REDUCTIONS
---- ----------------------------------- ---------- -------------------------- ----------
AXA Multimanager Large Cap
Core Equity Portfolio....... Seeks long-term capital growth. 88.9 First $100 Million 0.55% N/A
Next $400 Million 0.50%
Over $500 Million 0.45%
ING Janus Contrarian
Portfolio................... Seeks capital appreciation. 565.4 First $100 Million 0.45% N/A
Next $100 Million 0.40%
Next $200 Million 0.35%
Next $500 Million 0.325%
Thereafter 0.30%
Lincoln Janus Capital
Appreciation Fund........... Seeks long-term growth of capital. 384.0 First $250 Million 0.40% N/A
Next $500 Million 0.35%
Next $750 Million 0.30%
Over $1.5 Billion 0.25%
Maxim Janus Large Cap Growth
Portfolio .................. Seeks long-term growth of capital. 344.2 First $250 Million 0.50% N/A
Next $500 Million 0.45%
Next $750 Million 0.40%
Over $1.5 Billion 0.35%
Met Janus Forty Portfolio..... Seeks capital appreciation.
1,634.5 First $50 Million 0.40% N/A
Next $100 Million 0.375%
Next $600 Million 0.35%
Over $750 Million 0.325%
Northwestern Mutual Focused
Appreciation Portfolio...... Seeks long-term growth of capital. 264.8 First $100 Million 0.55% N/A
Next $400 Million 0.50%
Over $500 Million 0.45%
Northwestern Mutual
International Growth
Portfolio................... Seeks long-term growth of capital. 246.5 First $100 Million 0.50% N/A
Next $150 Million 0.43%
Over $250 Million 0.37%
Ohio National Aggressive
Growth Portfolio............ Seeks long-term growth of capital. 27.1 First $100 Million 0.55% N/A
Next $400 Million 0.50%
Over $500 Million 0.45%
Ohio National Small Cap Growth
Portfolio .................. Seeks long-term growth of capital. 22.7 First $150 Million 0.60% N/A
Over $150 Million 0.50%
Pacific Life Growth LT Fund... Seeks long-term growth of capital. 83.5 First $25 Million 0.45% N/A
Next $125 Million 0.40%
Next $850 Million 0.35%
Next $1 Billion 0.30%
Over $2 Billion 0.25%
Pacific Select Focused 30
Portfolio................... Seeks long-term growth of capital. 180.1 First $25 Million 0.45% N/A
Next $125 Million 0.40%
Next $850 Million 0.35%
Next $1 Billion 0.30%
Over $2 Billion 0.25%
E-3
CONTRACTUAL
INVESTMENT
ASSET SIZE ADVISORY FEES/ FEE
(IN $ BASE FEES WAIVERS OR
FUND OBJECTIVE MILLIONS) (ANNUAL RATE) REDUCTIONS
---- ----------------------------------- ---------- -------------------------- ----------
Pacific Select Growth LT
Portfolio................... Seeks long-term growth of capital. 1,605.1 First $25 Million 0.45% N/A
Next $125 Million 0.40%
Next $850 Million 0.35%
Next $1 Billion 0.30%
Over $2 Billion 0.25%
SEI Small/Mid Cap Equity
Fund........................ Seeks capital appreciation. 217.8 0.50% N/A
SEI Small Cap Fund............ Seeks capital appreciation. 136.8 0.50% N/A
SEI Small Cap Growth Fund..... Seeks capital appreciation. 79.7 0.50% N/A
SunAmerica Focused
Series - Focus Growth
Portfolio................... Seeks long-term growth of capital. 196.8 First $250 Million 0.40% N/A
Next $250 Million 0.37%
Thereafter 0.35%
Seasons Series Trust Focused
Growth Portfolio............ Seeks long-term growth of capital. 25.6 First $250 Million 0.40% N/A
Next $250 Million 0.37%
Thereafter 0.35%
Seasons Series Trust
International Equity
Portfolio................... Seeks long-term growth of capital. 95.5 First $50 Million 0.50% N/A
Next $200 Million 0.45%
Next $250 Million 0.40%
Over $500 Million 0.35%
Seasons Series Trust Large Cap
Growth Portfolio............ Seeks long-term growth of capital. 85.7 First $100 Million 0.55% N/A
Next $400 Million 0.50%
Over $500 Million 0.45%
Seasons Series Trust Multi-
Managed Growth Portfolio.... Seeks long-term growth of capital. 38.4 First $100 Million 0.55% N/A
Next $400 Million 0.50%
Over $500 Million 0.45%
Seasons Series Trust Multi-
Managed Income/Equity
Portfolio................... Seeks conservation of principal 24.5 First $100 Million 0.55% N/A
while maintaining some potential Next $400 Million 0.50%
for long-term growth of capital. Over $500 Million 0.45%
Seasons Series Trust Multi-
Managed Moderate Growth
Portfolio................... Seeks long-term growth of capital. 51.5 First $100 Million 0.55% N/A
Next $400 Million 0.50%
Over $500 Million 0.45%
--------
(1) Janus Capital has contractually agreed to waive the Portfolio's total
annual fund operating expenses (excluding any applicable performance
adjustments to management fees, distribution and shareholder servicing fees
applicable to Service Shares and Service II Shares, the administrative
services fee applicable to Service Shares of Janus Aspen Perkins Mid Cap
Value Portfolio, brokerage commissions, interest, dividends, taxes, and
extraordinary expenses including, but not limited to, acquired fund fees
and expenses) to a certain limit until at least May 1, 2011. The
contractual waiver may be terminated or
E-4
modified at any time prior to this date at the discretion of the Board of
Trustees. The expense limit is described in the "Management Expenses"
section of the respective prospectus.
(2) Subadvised by INTECH Investment Management LLC.
(3) Each Fund listed below pays an investment advisory fee rate that adjusts up
or down based upon the Fund's performance relative to its benchmark index
during a measurement period. The table shows the actual amount of the
investment advisory fee rate (before fee waivers, if applicable) paid by
each Fund as of the end of the fiscal year.
FUND AS OF DATE FEE RATE
---- ---------- --------
INTECH Risk-Managed Core Fund..................... 10/31/09 0.37%
Janus Aspen INTECH Risk-Managed Core Portfolio*... 12/31/09 0.39%
Janus Aspen Perkins Mid Cap Value Portfolio....... 12/31/09 0.77%
Janus Contrarian Fund............................. 10/31/09 0.70%
Janus Global Real Estate Fund..................... 07/31/09 0.83%
Janus Global Research Fund........................ 10/31/09 0.75%
Janus International Equity Fund................... 07/31/09 0.74%
Janus International Forty Fund.................... 07/31/09 0.73%
Janus Research Fund............................... 10/31/09 0.71%
Janus Worldwide Fund.............................. 10/31/09 0.52%
Perkins Mid Cap Value Fund........................ 10/31/09 0.78%
Worldwide Portfolio............................... 12/31/09 0.57%
(4) Janus Capital has contractually agreed to waive the Fund's total annual
fund operating expenses (excluding any applicable performance adjustments
to management fees, distribution and shareholder servicing fees (12b-1)
applicable to Class A Shares, Class C Shares, Class R Shares, and Class S
Shares, the administrative fees payable pursuant to the Transfer Agency
Agreement applicable to Class D Shares, Class L Shares, Class R Shares,
Class S Shares, and Class T Shares, brokerage commissions, interest,
dividends, taxes, and extraordinary expenses including, but not limited to,
acquired fund fees and expenses) to a certain limit until at least February
16, 2011. The contractual waiver may be terminated or modified at any time
prior to this date at the discretion of the Board of Trustees. The expense
limit is described in the "Management Expenses" section of the respective
prospectus.
(5) Subadvised by Perkins Investment Management LLC.
(6) Janus Capital has contractually agreed to waive the Portfolio's total
annual fund operating expenses (excluding any expenses of an underlying
fund (acquired fund fees and expenses), distribution and shareholder
servicing fees (12b-1) applicable to Class A Shares, Class C Shares, and
Class S Shares, the administrative fees payable pursuant to the Transfer
Agency Agreement applicable to Class D Shares, Class S Shares, and Class T
Shares, brokerage commissions, interest, dividends, taxes, and
extraordinary expenses) to a certain limit until at least February 16,
2011. The contractual waiver may be terminated or modified at any time
prior to this date at the discretion of the Board of Trustees. The expense
limit is described in the "Management Expenses" section of the respective
prospectus.
(7) The Fund pays an investment advisory fee rate that adjusts up or down based
upon the Fund's performance relative to its benchmark index during a
measurement period. Any applicable performance adjustment began January 1,
2010 for the Fund.
* The Trustees approved a plan to liquidate and terminate the Portfolio
effective on or about April 30, 2010 or at such earlier time as may be
authorized by the Trustees.
E-5
APPENDIX F
PRINCIPAL EXECUTIVE OFFICERS AND DIRECTORS OF
JANUS CAPITAL AND PERKINS AND THEIR PRINCIPAL OCCUPATIONS
Janus Capital
POSITION(S) WITH JANUS CAPITAL
NAME JANUS CAPITAL/AFFILIATED ENTITY NAME OR AFFILIATED ENTITY
---- ---------------------------------------- ----------------------------------------
Timothy K. Armour(1) Janus Capital Group Inc. Interim Chief Executive Officer and
Director
Janus Capital Management LLC Interim Chief Executive Officer
Janus Management Holdings Corp. Interim President and Interim Director
INTECH Investment Management LLC Working Director
Perkins Investment Management LLC Director
Robin C. Beery Janus Capital Group Inc. Executive Vice President and Head of
Intermediary Distribution, Global
Marketing and Product
Janus Capital Management LLC Executive Vice President and Head of
Intermediary Distribution, Global
Marketing and Product
Janus Distributors LLC Executive Vice President and Head of
Intermediary Distribution, Global
Marketing and Product
Perkins Investment Management LLC Director
INTECH Investment Management LLC Working Director
The Janus Foundation Director
Janus Services LLC Executive Vice President and Head of
Intermediary Distribution, Global
Marketing and Product
Gary D. Black(2) Janus Capital Group Inc. Chief Executive Officer and Director
Janus Capital Management LLC Chief Executive Officer
Janus Management Holdings Corp. President and Director
Janus Services LLC Executive Vice President
INTECH Investment Management LLC Working Director
Perkins Investment Management LLC Director
Daniel P. Charles(3) Janus Capital Management LLC Executive Vice President
Janus Capital Asia Limited Director
Janus Capital International Limited Director
Janus Services LLC Executive Vice President
INTECH Investment Management LLC Working Director
Janus Distributors LLC Executive Vice President
Jonathan D. Coleman Janus Capital Management LLC Co-Chief Investment Officer and
Executive Vice President
Gregory A. Frost Janus Capital Group Inc. Chief Financial Officer and Executive
Vice President
Janus Capital Management LLC Chief Financial Officer and Executive
Vice President
F-1
POSITION(S) WITH JANUS CAPITAL
NAME JANUS CAPITAL/AFFILIATED ENTITY NAME OR AFFILIATED ENTITY
---- ---------------------------------------- ----------------------------------------
Janus Capital Asia Limited Director
Janus Capital International Limited Director
Janus Capital Singapore Pte. Limited Director
The Janus Foundation Director
Janus Holdings LLC Senior Vice President, Controller, and
Director
Janus International Holding LLC Executive Vice President, Controller,
and Director
Janus Management Holdings Corp. Chief Financial Officer, Executive Vice
President, and Director
Janus Services LLC Chief Financial Officer and Executive
Vice President
Capital Group Partners, Inc. Chief Financial Officer, Executive Vice
President, and Director
INTECH Investment Management LLC Vice President and Working Director
Perkins Investment Management LLC Executive Vice President and Director
Janus Distributors LLC Chief Financial Officer and Executive
Vice President
Heidi W. Hardin Janus Capital Management LLC General Counsel and Senior Vice
President
Janus Services LLC General Counsel and Senior Vice
President
Perkins Investment Management LLC Vice President
Janus Distributors LLC General Counsel and Senior Vice
President
Kelley Abbott Howes Janus Capital Group Inc. Chief Administrative Officer, General
Counsel, and Executive Vice President
Janus Capital Management LLC Chief Administrative Officer and
Executive Vice President
Janus Management Holdings Corp. Chief Administrative Officer, General
Counsel, Executive Vice President, and
Director
Capital Group Partners, Inc. Director
INTECH Investment Management LLC Vice President
Janus Distributors LLC Chief Administrative Officer and
Executive Vice President
Dominic C. Martellaro(4) Janus Capital Group Inc. Executive Vice President
Janus Capital Management LLC Executive Vice President
Janus Capital Funds Plc Director
Janus Capital Trust Manager Limited Director
Janus Services LLC Executive Vice President
Janus Distributors LLC President
Gibson Smith Janus Capital Management LLC Co-Chief Investment Officer and
Executive Vice President
Janus Services LLC Executive Vice President
Perkins Investment Management LLC Director
F-2
POSITION(S) WITH JANUS CAPITAL
NAME JANUS CAPITAL/AFFILIATED ENTITY NAME OR AFFILIATED ENTITY
---- ---------------------------------------- ----------------------------------------
Richard M. Weil Janus Capital Group Inc. Chief Executive Officer and Director
Janus Capital Management LLC Chief Executive Officer
Janus Management Holdings Corp. President and Director
Janus Services LLC Executive Vice President
INTECH Investment Management LLC Working Director
Perkins Investment Management LLC Director
Perkins
POSITION(S) WITH JANUS CAPITAL
NAME JANUS CAPITAL/AFFILIATED ENTITY NAME OR AFFILIATED ENTITY
---- ---------------------------------------- ----------------------------------------
Timothy K. Armour(1) Perkins Investment Management LLC Director
Robin C. Beery Perkins Investment Management LLC Director
Gary D. Black(2) Perkins Investment Management LLC Director
Gregory A. Frost Perkins Investment Management LLC Executive Vice President and Director
Heidi W. Hardin Perkins Investment Management LLC Vice President
Gibson Smith Perkins Investment Management LLC Director
Richard M. Weil Perkins Investment Management LLC Director
Ted Hans Perkins Investment Management LLC Chief Operating Officer and Chief
Compliance Officer
Jeffrey R. Kautz Perkins Investment Management LLC Chief Investment Officer
Tom Perkins Perkins Investment Management LLC Director
Peter Thompson Perkins Investment Management LLC Chairman of the Board and Chief
Executive Officer
--------
(1) Effective upon the hiring of Richard Weil, Mr. Armour resigned his positions
with Janus Capital Group Inc. and its subsidiaries effective January 31,
2010, although he continues to serve as a director of Janus Capital Group
Inc.
(2) Mr. Black resigned his positions with Janus Capital Group Inc. and its
subsidiaries effective July 13, 2009.
(3) Mr. Charles resigned his positions with Janus Capital Group Inc. and its
subsidiaries effective March 5, 2010.
(4) Mr. Martellaro resigned his positions with Janus Capital Group Inc. and its
subsidiaries effective October 31, 2009.
F-3
APPENDIX G
JANUS INVESTMENT FUND
[FORM OF AMENDED AND RESTATED]
PROPOSED INVESTMENT ADVISORY AGREEMENT
JANUS ASIA EQUITY FUND
JANUS CONTRARIAN FUND
JANUS FORTY FUND
JANUS GLOBAL REAL ESTATE FUND
JANUS GLOBAL RESEARCH FUND
JANUS OVERSEAS FUND
JANUS RESEARCH FUND
PERKINS GLOBAL VALUE FUND
PERKINS LARGE CAP VALUE FUND
PERKINS MID CAP VALUE FUND
PERKINS SELECT VALUE FUND
PERKINS SMALL CAP VALUE FUND
THIS [AMENDED AND RESTATED] INVESTMENT ADVISORY AGREEMENT (the "Agreement"“Agreement”) is made this [[][6th day of July, 2009, as amended [][1st day of July, 2010],] 2017, between JANUS INVESTMENT FUND, a Massachusetts business trust (the "Trust"“Trust”), and JANUS[JANUS HENDERSON CAPITAL MANAGEMENT LLC,LLC], a Delaware limited liability company ("JCM"(the “Adviser”).
WITNESSETH:
W I T N E S S E T H:
WHEREAS, the Trust is registered as anopen-end management investment company under the Investment Company Act of 1940, as amended (the "1940 Act"“1940 Act”), and has registered its shares for public offering under the Securities Act of 1933, as amended (the "1933 Act"“1933 Act”); and
WHEREAS, the Trust is authorized to create separate funds, each with its own separate investment portfolio of which the beneficial interests are represented by a separate series of shares; one of such funds created by the Trust being designated as the Janus[Janus Asia Equity Fund] [Janus Contrarian Fund] [Janus Forty Fund] [Janus Global Real Estate FundFund] [Janus Global Research Fund] [Janus Overseas Fund] [Janus Research Fund] [Perkins Global Value Fund] [Perkins Large Cap Value Fund] [Perkins Mid Cap Value Fund] [Perkins Select Value Fund] [Perkins Small Cap Value Fund] (the "Fund"“Fund”); and
WHEREAS, the Trust and JCMthe Adviser deem it mutually advantageous that JCMthe Adviser should be appointed as investment adviser to the Fund.
NOW, THEREFORE, the parties agree as follows:
1. Appointment.Appointment. The Trust hereby appoints JCMthe Adviser as investment adviser and manager with respect to the Fund for the period and on the terms set forth in this Agreement. JCMThe Adviser hereby accepts such appointment and agrees to render the services herein set forth, for the compensation herein provided.
2. Investment Advisory Services. JCMServices. The Adviser shall determine the securities or other assets to be purchased, sold or held and shall place orders for the purchase or sale of such securities or other assets with brokers, dealers or others. JCMThe Adviser shall furnish continuous advice and recommendations to the Fund, and have authority to act with respect thereto, as to the acquisition, holding, or disposition of any or all of the securities or other assets which the Fund may own or contemplate acquiring from time to time. JCMThe Adviser shall give due consideration to the investment policies and restrictions and the other statements concerning the Fund in the Amended and Restated Agreement and Declaration of Trust ("Declaration of Trust"(“Trust Instrument”), Amended and Restated Bylaws ("Bylaws"(“Bylaws”), and registration statements under the 1940 Act and the 1933 Act, and to the provisions of the Internal Revenue Code, as amended from time to time, applicable to the Fund as a regulated G-1
JCMthe Adviser shall cause its officers to attend meetings and furnish oral or written reports, as the Trust may reasonably require, in order to keep the Trustees and appropriate officers of the Trust fully informed as to the condition of the investment portfolio of the Fund. [Subject to the approval of the Trustees of the Trust and, if required, the shareholders of the Fund, the Adviser is
authorized to engage one or more subadvisers in connection with the Adviser’s duties and responsibilities under this Agreement, which subadvisers may be, but are not required to be, affiliates of the Adviser.2]
3. Other Services. JCMServices. The Adviser is hereby authorized (to the extent the Trust has not otherwise contracted) but not obligated (to the extent it so notifies the Trustees at least 60 days in advance), to perform (or arrange for the performance by other service providers, including affiliates of)of, independent third party service providers, or duly appointed subadvisers whether affiliated or not) the management and administrativeadministration services necessary for the operation of the Fund. JCMThe Adviser is specifically authorized, on behalf of the Trust and the Fund, to conduct relations with custodians, depositories, transfer and pricing agents, administrators, fund accounting agents, subsidiaries of the Fund, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurance company separate accounts, insurers, banks and such other persons in any such other capacity deemed by JCMthe Adviser and/or the Trustees to be necessary or desirable. JCMTo the extent the Trust has not otherwise contracted on behalf of the Fund, the Adviser shall generally monitor and report to Fund officers the Fund'sFund’s compliance with investment policies and restrictions as set forth in the currently effective prospectus and statement of additional information relating to the shares of the Fund under the 1933 Act. JCMThe Adviser shall make reports to the Trustees of its performance of services hereunder upon request therefor and furnish advice and recommendations with respect to such other aspects of the business and affairs of the Fund as it shall determine to be desirable. JCMThe Adviser is also authorized, subject to review by the Trustees, to furnish such other services as JCMthe Adviser shall from time to time determine to be necessary or useful to perform the services contemplated by this Agreement.
Agreement, to the extent such services are not otherwise contracted by the Trust, on behalf of the Fund.
4. Obligations of Trust.Trust. The Trust shall have the following obligations under this Agreement:
(a) to keep JCM continuously and fully informed as to the composition of
its investment portfolio and the nature of all of its assets and
liabilities from time to time;
(b) to furnish JCM with a certified copy of any financial statement or
report prepared for it by certified or independent public
accountants and with copies of any financial statements or reports
made to its shareholders or to any governmental body or securities
exchange;
(c) to furnish JCM with any further materials or information which JCM
may reasonably request to enable it to perform its function under
this Agreement; and
(d) to compensate JCM for its services and reimburse JCM for its
expenses incurred hereunder in accordance with the provisions
hereof.
| (a) | to keep the Adviser continuously and fully informed as to the composition of its investment portfolio and the nature of all of its assets and liabilities from time to time; |
| (b) | to furnish the Adviser with a certified copy of any financial statement or report prepared for it by certified or independent public accountants and with copies of any financial statements or reports made to its shareholders or to any governmental body or securities exchange; |
| (c) | to furnish the Adviser with any further materials or information which the Adviser may reasonably request to enable it to perform its function under this Agreement; and |
| (d) | to compensate the Adviser for its services and reimburse the Adviser for its expenses incurred hereunder in accordance with the provisions hereof. |
5. Compensation. Compensation.
[For Janus Asia Equity Fund]
The Trust shall pay to JCM for its services pursuant to this Agreement a monthly base fee of 1/12 of 0.75%0.92% of the average daily closing net asset value of the Fund ("(“Base Fee"Fee”), adjusted by a performance fee as set forth in Schedule A. For any period less than a month during which this Agreement is in effect, the Base Fee shall be prorated according to the proportion which such period bears to a full month of 28, 29, 30, or 31 days, as the case may be.
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[For Janus Contrarian Fund, Janus Forty Fund, Janus Overseas Fund, Janus Research Fund, Perkins Global Value Fund, Perkins Large Cap Value Fund, and Perkins Mid Cap Value Fund]
The Trust shall pay to JCM for its services pursuant to this Agreement a monthly base fee of 1/12 of 0.64% of the average daily closing net asset value of the Fund (“Base Fee”), adjusted by a performance fee as set forth in Schedule A. For any period less than a month during which this Agreement is in effect, the Base Fee shall be prorated according to the proportion which such period bears to a full month of 28, 29, 30, or 31 days, as the case may be.
[For Janus Global Real Estate Fund]
The Trust shall pay to JCM for its services pursuant to this Agreement a monthly base fee of 1/12 of 0.75% of the average daily closing net asset value of the Fund (“Base Fee”), adjusted by a performance fee as set forth in Schedule A. For any
2 This text does not appear in each Fund’s Investment Advisory Agreement, but will be included in it to the extent that a Fund’s shareholders approve Proposal 5, the Manager of Managers Proposal, included in this Proxy Statement.
period less than a month during which this Agreement is in effect, the Base Fee shall be prorated according to the proportion which such period bears to a full month of 28, 29, 30, or 31 days, as the case may be.
[For Janus Global Research Fund]
The Trust shall pay to JCM for its services pursuant to this Agreement a monthly base fee of 1/12 of 0.60% of the average daily closing net asset value of the Fund (“Base Fee”), adjusted by a performance fee as set forth in Schedule A. For any period less than a month during which this Agreement is in effect, the Base Fee shall be prorated according to the proportion which such period bears to a full month of 28, 29, 30, or 31 days, as the case may be.
[For Perkins Select Value Fund]
The Trust shall pay to JCM for its services pursuant to this Agreement a monthly base fee of 1/12 of 0.70% of the average daily closing net asset value of the Fund (“Base Fee”), adjusted by a performance fee as set forth in Schedule A. For any period less than a month during which this Agreement is in effect, the Base Fee shall be prorated according to the proportion which such period bears to a full month of 28, 29, 30, or 31 days, as the case may be.
[For Perkins Small Cap Value Fund]
The Trust shall pay to JCM for its services pursuant to this Agreement a monthly base fee of 1/12 of 0.72% of the average daily closing net asset value of the Fund (“Base Fee”), adjusted by a performance fee as set forth in Schedule A. For any period less than a month during which this Agreement is in effect, the Base Fee shall be prorated according to the proportion which such period bears to a full month of 28, 29, 30, or 31 days, as the case may be.
6. Expenses Borne by JCM.the Adviser. In addition to the expenses which JCMthe Adviser may incur in the performance of its investment advisory functions and other services under this Agreement, and the expenses which it may expressly undertake to incur and pay under other agreements with the Trust or otherwise, JCMthe Adviser shall incur and pay the following expenses relating to the Fund'sFund’s operations without reimbursement from the Fund:
(a) Reasonable compensation, fees and related expenses of the Trust's
officers and its Trustees, except for such Trustees who are not
"interested persons," as defined in the 1940 Act, of JCM, and except as
otherwise provided in Section 7; and
(b) Rental of offices of the Trust.
| (a) | Reasonable compensation, fees and related expenses of the Trust’s officers and its Trustees, except for such Trustees who are not “interested persons,” as defined in the 1940 Act, of the Adviser, and except as otherwise provided in Section 7; |
| (b) | Rental of offices of the Trust; and |
| (c) | Fees of any subadviser engaged by the Adviser pursuant to the authority granted in Section 2 hereof. |
7. Expenses Borne by the Trust.Trust. The Trust assumes and shall pay all expenses incidental to its organization, operations and business not specifically assumed or agreed to be paid by JCMthe Adviser pursuant to Sections 3 and 6 hereof, including, but not limited to, investment adviser fees; any compensation, fees, or reimbursements which the Trust pays to its Trustees who are not "interested“interested persons,"” as defined in the 1940 Act, of JCM;the Adviser; compensation and related expenses of the Chief Compliance Officer of the Trust and compliance staff, as authorized from time to time by the Trustees of the Trust; compensation (and anyout-of-pocket expenses as may be agreed upon) of the Fund'sFund’s custodian, transfer agent, administrator, fund accounting agent, registrar and dividend disbursing agent; legal, accounting, audit and printing expenses; administrative, clerical, recordkeeping and bookkeeping expenses; brokerage commissions and all other expenses in connection with execution of portfolio transactions (including any appropriate commissions paid to JCMthe Adviser or its affiliates, or other Fund service providers, for effecting exchange listed,over-the-counter or other securities transactions); interest; all federal, state and local taxes (including stamp, excise, income and franchise taxes); costs of stock certificates and expenses of delivering such certificates to purchasers thereof; expenses of local representation in Massachusetts; expenses of shareholders'shareholders’ meetings and of preparing, printing and distributing proxy statements, notices, and reports to shareholders; expenses of preparing and filing reports and tax returns with federal and state regulatory authorities; all expenses incurred in complying with all federal and state laws and the laws of any foreign country applicable to the issue, offer, or sale of shares of the Fund, including, but not limited to, all costs involved in the registration or qualification of shares of the Fund for sale in any jurisdiction, the costs of portfolio pricing services and compliance systems, and all costs involved in preparing, printing and mailing prospectuses and statements of additional information to Fund shareholders; and all fees, dues and other expenses incurred by the Trust in connection with the membership of the Trust in any trade association or other investment company organization.
8. Termination.Termination. This Agreement may be terminated at any time, without penalty, by the Trustees of the Trust, or by the shareholders of the Fund acting by vote of at least a majority of its outstanding voting securities, provided in either case that
sixty (60) days advance written notice of termination be given to JCMthe Adviser at its principal place of business. This Agreement may be terminated by JCMthe Adviser at any time, without penalty, by giving sixty (60) days advance written notice of termination to the Trust, addressed to its principal place of business. The Trust agrees that, consistent with the terms of the Declaration of
Trust Instrument, the Trust shall cease to use the name "Janus"“Janus Henderson” in connection with the Fund as soon
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JCMthe Adviser does not continue to provide investment advice to the Fund after such termination.
9. Assignment.Assignment. This Agreement shall terminate automatically in the event of any assignment of this Agreement.
10. Term.Term. This Agreement shall continue in effect until February[February 1, [2010][2011]2018], unless sooner terminated in accordance with its terms, and shall continue in effect from year to year thereafter only so long as such continuance is specifically approved at least annually by (a) the vote of a majority of the Trustees of the Trust who are not parties hereto or interested persons of any such party, cast in person at a meeting called for the purpose of voting on the approval of the terms of such renewal, and (b) either the Trustees of the Trust or the affirmative vote of a majority of the outstanding voting securities of the Fund. The annual approvals provided for herein shall be effective to continue this Agreement from year to year if given within a period beginning not more than ninety (90) days prior to February 1 of each applicable year, notwithstanding the fact that more than three hundred sixty-five (365) days may have elapsed since the date on which such approval was last given.
11. Amendments.Amendments. This Agreement may be amended by the parties only if such amendment is specifically approved (i) by a majority of the Trustees, including a majority of the Trustees who are not interested persons (as that phrase is defined in Section 2(a)(19) of the 1940 Act) of any party to this Agreement and, (ii) if required by applicable law, (ii) by the affirmative vote of a majority of the outstanding voting securities of the Fund (as that phrase is defined in Section 2(a)(42) of the 1940 Act).
12. Other Series.Series. The Trustees shall determine the basis for making an appropriate allocation of the Trust'sTrust’s expenses (other than those directly attributable to the Fund) between the Fund and the other series of the Trust.
13. Limitation of Personal Liability.Liability. All the parties hereto acknowledge and agree that all liabilities of the Trust arising, directly or indirectly, under this Agreement, of any and every nature whatsoever, shall be satisfied solely out of the assets of the Fund and that no Trustee, officer or holder of shares of beneficial interest of the Trust shall be personally liable for any of the foregoing liabilities. The Declaration of Trust Instrument describes in detail the respective responsibilities and limitations on liability of the Trustees, officers and holders of shares of beneficial interest of the Trust.
14. Limitation of Liability of JCM. JCMthe Adviser. The Adviser shall not be liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission taken with respect to the Trust, except for willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder and except to the extent otherwise provided by law. As used in this Section 14, "JCM"“the Adviser” shall include any affiliate of JCMthe Adviser performing services for the Trust contemplated hereunder and directors, officers and employees of JCMthe Adviser and such affiliates.
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15. Activities of JCM.the Adviser. The services of JCMthe Adviser to the Trust hereunder are not to be deemed to be exclusive, and JCMthe Adviser and its affiliates are free to render services to other parties. It is understood that trustees, officers and shareholders of the Trust are or may become interested in JCMthe Adviser as directors, officers and shareholders of JCM,the Adviser, that directors, officers, employees and shareholders of JCMthe Adviser are or may become similarly interested in the Trust, and that JCMthe Adviser may become interested in the Trust as a shareholder or otherwise.
16. Certain Definitions.Definitions. The terms "vote“vote of a majority of the outstanding voting securities," "assignment"” “assignment” and "interested persons"“interested persons” when used herein, shall have the respective meanings specified in the 1940 Act, as now in effect or hereafter amended, and the rules and regulations thereunder, subject to such orders, exemptions and interpretations as may be issued by the Securities and Exchange Commission under said Act and as may be then in effect.
17. Governing Law.Law. This Agreement shall be construed in accordance with the laws of the State of Colorado (without giving effect to the conflicts of laws principles thereof) and the 1940 Act. To the extent that the applicable laws of the State of Colorado conflict with the applicable provisions of the 1940 Act, the latter shall control.
This Agreement shall supercede all prior investment advisory agreements
entered into between JCM and the Trust, on behalf
[Remainder of the Fund.
page intentionally left blank.]
IN WITNESS WHEREOF, the parties have caused their duly authorized officers to execute this Investment Advisory Agreement as of the [amended] date and year first above written.
JANUS CAPITAL MANAGEMENT LLC
By:
------------------------------------
Name:
Title:
JANUS INVESTMENT FUND
By:
------------------------------------
Name:
Title:
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SCHEDULE
| [JANUS HENDERSON CAPITAL MANAGEMENT LLC] | ||
By: | ||
| Name: | ||
Title: | ||
JANUS INVESTMENT FUND | ||
By: | ||
| Name: | ||
Title: | ||
Schedule A
PERFORMANCE ADJUSTMENT
[COMMENCING WITH THE MONTHLY FEE PAYABLE FOR [JULY 2010])]
Performance Adjustment
The [monthly fee shall consist of the] Base Fee [shall be][as]shall be adjusted [monthly ]basedmonthly based upon the investment performance of the Fund's[For all Funds: Class A Shares (waiving the upfront sales load) ("Class A Shares"(“Class”) and/or the investment
performance of the Janus Adviser Global Real Estate Fund's (the "Predecessor
Fund") Class A Shares (waiving the upfront sales load) (the "Predecessor Class A
Shares," and together with Class A Shares, the "Shares"), as described below,] in relation to the cumulative investment record of [the Fund's]the Fund’s benchmark,[one or more]
benchmark [indexes][For Janus Contrarian Fund: the Standard & Poor’s 500® Index] [For Janus Asia Equity Fund: the MSCI All Country Asiaex-Japan IndexSM] [For Janus Forty Fund: the Russell 1000® Growth Index] [For Janus Global Real Estate Fund: the FTSE EPRA/NAREIT Global Real EstateIndex][For Janus Overseas Fund: the MSCI All Country Worldex-U.S. Index (the
"Index"SM] [For Janus Research Fund: theRussell 1000® Growth Index] [For Janus Global Research Fund and Perkins Global Value Fund: the MSCI World IndexSM] [For Perkins Large Cap Value Fund: the Russell 1000® Value Index] [For Perkins Mid Cap Value Fund: the Russell Midcap® Value Index] [For Perkins Small Cap Value Fund: the Russell 2000® Value Index](the “Index”),] over the "Performance Period"“Performance Period” (such adjustment being referred to herein as the "Performance Adjustment"“Performance Adjustment”) [as described below]. The "Performance
Period"“Performance Period” is defined as the shorter of (a) the period from December 1, 2007
through the end of the month [preceding the month] for which the fee is being
calculated, [and][or] (b) the 36 month period preceding [thethe end of ]thethe month for which the fee is being calculated.
[For Perkins Select Value Fund: The Base FeeIndex shall be the Russell 3000 Value Index. The Trustees may, by vote of the Fund shall be adjusted based on the investment
performance of Class A Shares commencing on July 6, 2009. For any measurement
period prior to July 6, 2009, the Base Fee for the Fund shall be adjusted based
on the investment performanceTrustees of the Predecessor Class A Shares. Therefore,Trust voting in person, including a majority of the Independent Trustees, designate an alternative appropriate index for purposes of calculating the Performance Adjustment (a “Successor Index”). For purposes of calculating the Performance Adjustment for any Performance Period that commences prior to July 6, 2009, the investment performanceimplementation date of a Successor Index, the Predecessor Class A
Shares shall be used, and, for any Performance Period that ends after July 5,
2009, the investment performance of the Class A Shares shall be used for that
portion of the period subsequent to that date.
[The FTSE EPRA/NAREIT Developed Real Estate Index (the "Prior Index") is
the benchmark through [June 30, 2010]; and the FTSE EPRA/NAREIT Global Real
Estate Index (the "Successor Index") is the benchmark commencing [July 1, 2010].
Therefore,index in calculating the Performance Adjustment for any Performance Period
that commencesplace prior to [July 1, 2010], the a Successor Index (“Prior IndexIndex”) shall be used for that portion of the period preceding thatthe implementation date of a Successor Index, and, for any Performance Period that ends after [June 30, 2010],the implementation date of a Successor Index, the Successor Index shall be used for that portion of the period subsequent to that date.occurring on or after the implementation date of a Successor Index.]
[The
[For all Funds except Janus Global Real Estate Fund and Perkins Select Value Fund:]
The Performance Adjustment shall be calculated by subtracting the investment record of the Index from the investment performance of the Shares.ofthe class. If there is less than a 0.50% difference (plus or minus) between the investment performance of the SharesClass and the investment record of the Index, the Fund pays JCMthe Adviser the Base Fee with no adjustment. If the difference between the investment performance of the SharesClass and the investment record of the Index is 0.50% or greater during any Performance Period, the Base Fee will be subject to an upward or downward performance adjustment of[For Janus Global Research Fund: 1/12 of 0.0125%] [For Perkins Mid Cap Value Fund: 1/12 of 0.01875%] [For Janus Forty Fund: 1/12 of 0.0088235%] [For Janus Asia Equity Fund, Janus Contrarian Fund, Janus Overseas Fund and Perkins Global Value Fund: 1/12 of 0.0107143%] [For Janus Research Fund and Perkins Select Value Fund: 1/12 of 0.015%][For Perkins Large Cap Value Fund: 1/12 of 0.02143%] [For Perkins Small Cap Value Fund: 1/12 of 0.01667%] for every full 0.50% increment by which the Shares outperformClass outperforms or underperformunderperforms the Index. The maximum percentage used in calculating the Performance Adjustment (positive or negative) in any month is 1/12 of 0.15%. The Performance Adjustment is applied against the Fund'sFund’s average daily net assets during the Performance Period.]
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[The
[For Janus Global Real Estate Fund: The Performance Adjustment for any month commencing in [July 2010]July 2010 shall be derived from the difference between: (1) the positive or negative Total Return of the Shares of the Fund over the Performance Period ending at the end of the next preceding month, less (2) the positive or negative percentage change in the benchmark index over that period (or sum of the percentage changes in the benchmark indexes if two benchmarks are used during that period). If the difference is less than a positive or negative 0.50%, the Fund shall pay the Base Fee for that month, without a Performance Adjustment. If the difference is 0.50% or more, the Fund shall pay the Base Fee plus or minus a Performance Adjustment of 1/12 of 0.01875% for each full positive or negative 0.50% of the Performance Adjustment multiplied by the average daily net assets of the Fund during the Performance Period, provided, however, that a Performance Adjustment for any month shall not exceed 1/12 of 0.15% of the average net assets during the Performance Period.]
[For Perkins Select Value Fund: The Performance Adjustment shall be calculated by subtracting the investment record of the Index or the blended investment record of a Prior Index and a Successor Index, as applicable (“Blended Index”) from the investment performance of the Fund’s Class A Shares. If there is less than a 0.50% difference (plus or minus) between the investment performance of the Class and the investment record of the Index or Blended Index, the Fund pays the Adviser the Base Fee with no adjustment. If the difference between the investment performance of the Class and the investment record of the Index is 0.50% or greater during any Performance Period, the Base Fee will be
subject to an upward or downward performance adjustment of 1/12 of 0.015% for every full 0.50% increment by whichthe Class outperforms or underperforms the Index or Blended Index. The maximum percentage used in calculating the Performance Adjustment (positive or negative) in any month is 1/12 of 0.15%. The Performance Adjustment is applied against the Fund’s average daily net assets during the Performance Period.]
For purposes of computing the Base Fee and [the][any]the Performance Adjustment, net assets are averaged over different periods (average daily net assets during the relevant month for the Base Fee versus average daily net assets during the Performance Period for the Performance Adjustment). The Base Fee is calculated and accrued daily. The Performance Adjustment is calculated monthly in arrears and is accrued daily, beginning no later than the second business day of the month, and thereafter, the amount is distributed evenly each day throughout the month. The investment advisory fee is paid monthly in arrears.
The average daily net asset value of the Fund, or any class thereof, shall be determined in the manner set forth in the Trust'sTrust’s Declaration of Trust, Bylaws and registration statement, each as may be amended from time to time.
[For all Funds except Janus Global Real Estate Fund:]
The [investment performance][Total Return]investment performance of the SharesClass will be the sum of:
(1) the change in [Shares' ][the]the Class’ net asset value [("NAV"(“NAV”) ]perper share [of
the Shares ("NAV")] during the Performance Period; plus
(2) the value of the [Shares' ][Class’ cash distributions per share] [cash ]distributions [per share ]accumulated [to][on]accumulated to the [end of][Shares during]end of the Performance Period; plus
(3) the value of capital gains taxes per share paid or payable on undistributed realized long-term capital gains accumulated to the end of the Performance Period; expressed as a percentage of the Shares'Class’ NAV per share at the beginning of the Performance Period. For this purpose, the value of distributions per share of realized capital gains, of dividends per share paid from investment income and of capital gains taxes per share paid or payable on undistributed realized long-
termlong-term capital gains shall be treated as reinvested in shares of the Class at the NAV in effect at the close of business on the record date for the payment of such distributions and dividends and the date on which provision is made for such taxes, after giving effect to such distributions, dividends and taxes.
[For Janus Global Real Estate Fund:]
The Total Return of the Shares will be the sum of:
(1) the change in the net asset value per share of the Shares (“NAV”) during the Performance Period; plus
(2) the value of the per share distributions accumulated on the Shares during the Performance Period; plus
(3) the value of capital gains taxes per share paid or payable on undistributed realized long-term capital gains accumulated to the end of the Performance Period; expressed as a percentage of the Shares’ NAV per share at the beginning of the Performance Period. For this purpose, the value of distributions per share of realized capital gains, of dividends per share paid from investment income and of capital gains taxes per share paid or payable on undistributed realized long-term capital gains shall be treated as reinvested in the Shares at the NAV in effect at the close of business on the record date for the payment of such distributions and dividends and the date on which provision is made for such taxes, after giving effect to such distributions, dividends and taxes.
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[For all Funds except Janus Global Real Estate Fund and Perkins Select Value Fund:]
The [investmentinvestment record of the Index][change in the benchmark index or
indexes]Index will be the sum of:
(1) the change in the level of the [Index]Index during the Performance Period; plus
(2) the value, computed consistently with the Index, of cash distributions made by companies whose securities comprise the Index accumulated to the end of the Performance Period; expressed as a percentage of the Index level at the beginning of the Performance Period. For this purpose, cash distributions on the securities which comprise the Index shall be treated as reinvested in the Index at least as frequently as the end of each calendar quarter following the payment of the dividend.
[For Janus Global Real Estate Fund:]
The change in the benchmark index or indexes will be the sum of:
(1) the change in the level of the index (or the blended change in the level of the indexes, as applicable)] during the Performance Period; plus
(2) the value, computed consistently with the [Index][index],index, of cash distributions made by companies whose securities comprise the [Index][index]index accumulated to the end of the Performance Period [(or,(or, as applicable, the value of cash distributions made by companies whose securities comprise the Prior Index, accumulated through [JuneJune 30, 2010],2010, plus the value of cash distributions made by companies whose securities comprise the Successor Index, accumulated on or after [JulyJuly 1, 2010]2010 to the end of the Performance Period, in each computed consistently with the respective index),] expressed as a percentage of the [Index][index]index level at the beginning of the Performance Period. For this purpose, cash distributions on the securities which comprise the [Index][index]index shall be treated as reinvested in the [Index][index]index at least as frequently as the end of each calendar quarter following the payment of the dividend.
[For Perkins Select Value Fund:]
The investment record of the Index will be the sum of:
(1) the change in the level of the Index or Blended Index during the Performance Period; plus
(2) the value, computed consistently with the Index (or each Prior Index or Successor Index, as applicable), of cash distributions made by companies whose securities comprise the applicable index accumulated to the end of the Performance Period; expressed as a percentage of the applicable index level at the beginning of the Performance Period. For this purpose, cash distributions on the securities which comprise the applicable index shall be treated as reinvested in the applicable index at least as frequently as the end of each calendar quarter following the payment of the dividend.
The Trustees have designated the SharesClass to be used for purposes of determining the Performance Adjustment for Performance Periods as described in
this Schedule A.Adjustment. From time to time, the Trustees may, by vote of the Trustees of the Trust voting in person, including a majority of the Trustees who are not parties to this Agreement or "interested persons"“interested persons” (as defined in the 1940 Act) of any such parties, determine that a class of shares of the Fund other than the SharesClass is the most appropriate for use in calculating the Performance Adjustment. If a different class of shares ("(“Successor Class"Class”) is substituted in calculating the Performance Adjustment, the use of that Successor Class of shares for purposes of calculating the Performance Adjustment may apply to the entire Performance Period so long as such Successor Class was outstanding at the beginning of such period. If the Successor Class of shares was not outstanding for all or a portion of the Performance Period, it may only be used in calculating that portion of the Performance Adjustment attributable to the period during which such Successor Class was outstanding and any prior portion of the Performance Period shall be calculated using the class of shares previously designated.
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APPENDIX H
FORM OF SUB-ADVISORY AGREEMENT
PERKINS GLOBAL VALUE FUND
(A SERIES OF
[For Perkins Select Value Fund: Additionally, the Trustees may, by vote of a majority of the Trustees, including a majority of the Independent Trustees, implement changes to the performance fee structure where such changes do not result in a net increased compensation paid under this Agreement, subject to applicable law, and orders, exemptions and interpretations as may be issued by the SEC.]
Appendix N-III
JANUS INVESTMENT FUND)
This SUB-ADVISORYFUND
PROPOSED INVESTMENT ADVISORY AGREEMENT
JANUS GOVERNMENT MONEY MARKET FUND
JANUS MONEY MARKET FUND
THIS INVESTMENT ADVISORY AGREEMENT (the "Agreement"“Agreement”) is made thisday of, 2017, between JANUS INVESTMENT FUND, a Massachusetts business trust (the “Trust”), and [JANUS HENDERSON CAPITAL MANAGEMENT LLC], a Delaware limited liability company (the “Adviser”).
W I T N E S S E T H:
WHEREAS, the Trust is registered as anopen-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”), and has registered its shares for public offering under the Securities Act of 1933, as amended (the “1933 Act”); and
WHEREAS, the Trust is authorized to create separate funds, each with its own separate investment portfolio of which the beneficial interests are represented by a separate series of shares of the Trust; one of such funds created by the Trust being designated as [Janus Government Money Market Fund] [Janus Money Market Fund] (the “Fund”); and
WHEREAS, the Trust and the Adviser have entered into a separate agreement for the provision of administrative services; and
WHEREAS, the Trust and the Adviser deem it mutually advantageous that the Adviser should be appointed as the investment adviser to the Fund.
NOW, THEREFORE, the parties agree as follows:
1. Investment Advisory Services. The Adviser shall determine the securities or other assets to be purchased, sold or held and shall place orders for the purchase or sale of such securities or other assets. The Adviser shall furnish continuous advice and recommendations to the Fund, and have authority to act with respect thereto, as to the acquisition, holding, or disposition of any or all of the securities or other assets which the Fund may own or contemplate acquiring from time to time. The Adviser shall give due consideration to the investment policies and restrictions and the other statements concerning the Fund in the Trust’s Declaration of Trust, bylaws, and registration statements under the 1940 Act and the 1933 Act (as they may be supplemented from time to time and as authorized by the Trustees), to policies and directives affecting the Fund adopted by the Trustees and to the provisions of the Internal Revenue Code, as amended from time to time, applicable to the Fund as a regulated investment company. In addition, the Adviser shall cause its officers to attend meetings and furnish oral or written reports, as the Trust may reasonably require, in order to keep the Trustees and appropriate officers of the Trust fully informed as to the condition of the investment portfolio of the Fund. [Subject to the approval of the Trustees of the Trust and, if required, the shareholders of the Fund, the Adviser is authorized to engage one or more subadvisers in connection with the Adviser’s duties and responsibilities under this Agreement, which subadvisers may be, but are not required to be, affiliates of the Adviser.3]
2. Other Services. The Adviser is hereby authorized, subject to review by the Trustees, to furnish or arrange for such other services as the Adviser shall from time to time determine to be necessary or useful to perform the services specifically contemplated by this Agreement.
3. Obligations of Trust. The Trust shall have the following obligations under this Agreement:
| (a) | to keep the Adviser continuously and fully informed as to the composition of its investment portfolio and the nature of all of its assets and liabilities from time to time; |
| (b) | to furnish the Adviser with a certified copy of any financial statement or report prepared for it by certified or independent public accountants and with copies of any financial statements or reports made to its shareholders or to any governmental body or securities exchange; |
3 This text does not appear in each Fund’s Investment Advisory Agreement, but will be included in it to the extent that a Fund’s shareholders approve Proposal 5, the Manager of Managers Proposal, included in this Proxy Statement.
| (c) | to furnish the Adviser with any further materials or information which the Adviser may reasonably request to enable it to perform its functions under this Agreement; and |
| (d) | to compensate the Adviser for its services and reimburse the Adviser for its expenses incurred hereunder in accordance with the provisions hereof. |
4. Compensation.
[For Janus Government Money Market Fund and Janus Money Market Fund]
The Trust shall pay to the Adviser for its investment advisory services a fee, payable in arrears on the last day of each month during which or part of which this Agreement is in effect, at the rate of 1/365 of 0.20% of the aggregate closing net asset value of the shares of the Fund for each day of such month. For the month during which this Agreement becomes effective and the month during which it terminates, however, there shall be an appropriate proration of the fee payable for such month based on the number of calendar days of such month during which this Agreement is effective.
5. Expenses Borne by the Trust. The Trust shall bear all expense incidental to the operation of the Fund.
6. Termination. This Agreement may be terminated at any time, without penalty, by the Trustees of the Trust, or by the shareholders of the Fund acting by vote of at least a majority of its outstanding voting securities, provided in either case that sixty (60) days advance written notice of termination be given to the Adviser at its principal place of business. This Agreement may be terminated by the Adviser at any time, without penalty, by giving sixty (60) days advance written notice of termination to the Trust, addressed to its principal place of business. The Trust agrees that, consistent with the terms of the Trust’s Declaration of Trust, the Trust shall cease to use the name “Janus” in connection with the Fund as soon as reasonably practicable following any termination of this Agreement if the Adviser does not continue to provide investment advice to the Fund after such termination.
7. Assignment. This Agreement shall terminate automatically in the event of any assignment of this Agreement.
8. Term. This Agreement shall continue in effect until [February 1, 2018], unless sooner terminated in accordance with its terms, and shall continue in effect from year to year thereafter only so long as such continuance is specifically approved at least annually by the vote of a majority of the Trustees of the Trust, including a majority of those Trustees who are not parties hereto or interested persons of any such party, cast in person at a meeting called for the purpose of voting on the approval of the terms of such renewal, or by the affirmative vote of a majority of the outstanding voting securities of the Fund. The annual approvals provided for herein shall be effective to continue this Agreement from year to year if given within a period beginning not more than ninety (90) days prior to February 1 of each applicable year, notwithstanding the fact that more than three hundredsixty-five (365) days may have elapsed since the date on which such approval was last given.
9. Amendments. This Agreement may be amended by the parties only if such amendment is specifically approved (a) by a majority of the Trustees, including a majority of the Trustees who are not interested persons of the Adviser and, (b) if required by applicable law, by the affirmative vote of a majority of the outstanding voting securities of the Fund.
10. Limitation of Personal Liability. All the parties hereto acknowledge and agree that all liabilities of the Trust arising, directly or indirectly, under this Agreement, of any and every nature whatsoever, shall be satisfied solely out of the assets of the Fund and that no Trustee, officer or holder of shares of beneficial interest of the Trust shall be personally liable for any of the foregoing liabilities. The Trust’s Declaration of Trust, as amended from time to time, is on file in the Office of the Secretary of State of the Commonwealth of Massachusetts. Such Declaration of Trust describes in detail the respective responsibilities and limitations on liability of the Trustees, officers and holders of shares of beneficial interest of the Trust.
11. Limitation of Liability of the Adviser. The Adviser shall not be liable for any error of judgment or mistake of law, for any loss arising out of any investment, or for any act or omission taken with respect to the Trust, except for willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder and except to the extent otherwise provided by law. As used in this Section 11, “the Adviser” shall include any affiliate of the Adviser performing services for the Trust contemplated hereunder and directors, officers and employees of the Adviser and such affiliates.
12. Activities of the Adviser. The services of the Adviser to the Trust hereunder are not to be deemed to be exclusive, and the Adviser and its affiliates are free to render services to other parties. It is understood that trustees, officers and shareholders of the Trust are or may become interested in the Adviser as directors, officers and shareholders of the Adviser, that directors, officers, employees and shareholders of the Adviser are or may become similarly interested in the Trust, and that the Adviser may become interested in the Trust as a shareholder or otherwise.
13. Certain Definitions. The terms “vote of a majority of the outstanding voting securities,” “assignment” and “interested persons” when used herein, shall have the respective meanings specified in the 1940 Act, as now in effect or hereafter amended, and the rules and regulations thereunder, subject to such orders, exemptions and interpretations as may be issued by the Securities and Exchange Commission under said Act and as may be then in effect.
[Remainder of page intentionally left blank.]
IN WITNESS WHEREOF, the parties have caused their duly authorized officers to execute this Investment Advisory Agreement as of the amended date and year first above written.
| [JANUS HENDERSON CAPITAL MANAGEMENT LLC] | ||
By: | ||
| Name: | ||
Title: | ||
JANUS INVESTMENT FUND | ||
By: | ||
| Name: | ||
Title: | ||
Form of New INTECH Sub-Advisory Agreement
PROPOSEDSUB-ADVISORY AGREEMENT
INTECH Emerging Markets Managed Volatility Fund
INTECH Global Income Managed Volatility Fund
INTECH International Managed Volatility Fund
INTECH U.S. Managed Volatility Fund
(a Series of Janus Investment Fund)
ThisSUB-ADVISORY AGREEMENT (the “Agreement”) is entered into effective as of this [1stthe day of July, 2010], 2017, by and between JANUS[JANUS HENDERSON CAPITAL MANAGEMENT LLC,LLC], a Delaware limited liability company ("Janus"(the “Adviser”) and PERKINSINTECH INVESTMENT MANAGEMENT LLC, a Delaware limited liability company ("Perkins"(“INTECH”).
WHEREAS, Janusthe Adviser has entered into an Investment Advisory Agreement (the "Advisory Agreement"“Advisory Agreement”) with Janus Investment Fund, a Massachusetts business trust (the "Trust"“Trust”) and anopen-end, management investment company registered under the Investment Company Act of 1940, as amended (the "1940 Act"“1940 Act”), with respect to Perkins[INTECH Emerging Markets Managed Volatility Fund] [INTECH Global Value Fund,Income Managed Volatility Fund] [INTECH International Managed Volatility Fund] [INTECH U.S. Managed Volatility Fund], a series of the Trust (the "Fund"“Fund”) pursuant to which Janusthe Adviser has agreed to provide investment advisory services with respect to the Fund; and
WHEREAS, PerkinsINTECH is engaged in the business of rendering investment advisory services and is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the "Advisers Act"“Advisers Act”); and
WHEREAS, Janusthe Adviser desires to retain PerkinsINTECH to furnish investment advisory services with respect to the Fund, and PerkinsINTECH is willing to furnish such services;
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Duties of Perkins. JanusINTECH. The Adviser hereby engages the services of PerkinsINTECH as subadviser in furtherance of the Advisory Agreement. PerkinsINTECH agrees to perform the following duties, subject to the oversight of Janusthe Adviser and to the overall control of the officers and the Board of Trustees (the "Trustees"“Trustees”) of the Trust:
(a) PerkinsINTECH shall manage the investment operations of the Fund and the composition of its investment portfolio entrusted to it hereunder, shall determine without prior consultation with the Trust or Janus,the Adviser, what securities and other assets of the Fund will be acquired, held, disposed of or loaned, and shallplace orders, or direct Janusthe Adviser to place orders, for the purchase or sale of such securities or other assets with respect to the execution of trades in connection with
such determinations,brokers, dealers or others, all in conformity with the investment objectives, policies and restrictions and the other statements concerning the Fund in the Trust'sTrust’s trust instrument, as amended from time to time (the "Trust Instrument"“Trust Instrument”), bylaws and registration statements under the 1940 Act and the Securities Act of 1933, as amended (the "1933 Act"“1933 Act”), the Advisers Act, the rules thereunder and all other applicable federal and state laws and regulations, and the provisions of the Internal Revenue Code of 1986, as amended (the "Code"“Code”), applicable to the Trust, on behalf of the Fund, as a regulated investment company;
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(b) PerkinsINTECH shall cause its officers to attend meetings and furnish oral or written reports, as the Trust or Janusthe Adviser may reasonably require, in order to keep Janus,the Adviser, the Trustees and appropriate officers of the Trust fully informed as to the condition of the investment portfolio of the Fund, the investment decisions of Perkins,INTECH, and the investment considerations which have given rise to those decisions;
(c) PerkinsINTECH shall maintain all books and records required to be maintained by PerkinsINTECH pursuant to the 1940 Act, the Advisers Act, and the rules and regulations promulgated thereunder, as the same may be amended from time to time, with respect to transactions on behalf of the Fund, and shall furnish the Trustees and Janusthe Adviser with such periodic and special reports as the Trustees or Janusthe Adviser reasonably may request. PerkinsINTECH hereby agrees that all records which it maintains for the Fund or the Trust are the property of the Trust, agrees to permit the reasonable inspection thereof by the Trust or its designees and agrees to preserve for the periods prescribed under the 1940 Act and the Advisers Act any records which it maintains for the Trust and which are required to be maintained under the 1940 Act and the Advisers Act, and further agrees to surrender promptly to the Trust or its designees any records which it maintains for the Trust upon request by the Trust;
(d) PerkinsINTECH shall submit such reports relating to the valuation of the Fund'sFund’s assets and to otherwise assist in the calculation of the net asset value of shares of the Fund as may reasonably be requested;
(e) PerkinsINTECH shall exercise, and/or provide Janusthe Adviser with such assistance and advice as Janusthe Adviser may reasonably request as to the manner in which to exercise, on behalf of the Fund, exercise such voting rights, subscription rights, rights to consent to corporate action and any other rights pertaining to the Fund'sFund’s assets that may be exercised, in accordance with any policy pertaining to the same that may be adopted or agreed to by the Trustees of the Trust, so that Janus may exercise such rights, or, in the event that the Trust retains the right to exercise such voting and other rights, to furnish the Trust with advice as may reasonably be requested as to the manner in which such rights should be exercised;
(f) At such times as shall be reasonably requested by the Trustees or Janus, Perkinsthe Adviser, INTECH shall provide the Trustees and Janusthe Adviser with economic, operational and investment data and reports, including without limitation all information and materials reasonably requested by or requested to be delivered to the Trustees of the Trust pursuant to Section 15(c) of the 1940 Act, and shall make available to the Trustees and Janusthe Adviser any economic, statistical and investment services normally available to similar investment company clients of Perkins;INTECH; and
(g) PerkinsINTECH will provide to Janusthe Adviser for regulatory filings and other appropriate uses materially accurate and complete information relating to PerkinsINTECH as may be reasonably requested by Janusthe Adviser from time to time and, notwithstanding anything herein to the contrary, PerkinsINTECH shall be liable to Janusthe Adviser for all damages,
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attorney'sattorney’s fees (hereinafter referred to collectively as "Damages"“Damages”), incurred by Janusthe Adviser as a result of any material inaccuracies or omissions in such information provided by PerkinsINTECH to Janus,the Adviser, provided, however, that PerkinsINTECH shall not be liable to the extent that any Damages are based upon inaccuracies or omissions made in reliance upon information furnished to PerkinsINTECH by Janus.
the Adviser.
2. Further Obligations.Obligations. In all matters relating to the performance of this Agreement, PerkinsINTECH shall act in conformity with the Trust'sTrust’s Trust Instrument, bylaws and currently effective registration statements under the 1940 Act and the 1933 Act and any amendments or supplements thereto (the "Registration
Statements"“Registration Statements”) and with the written policies, procedures and guidelines of the Fund, and written instructions and directions of the Trustees and Janusthe Adviser and shall comply with the requirements of the 1940 Act, the Advisers Act, the rules thereunder, and all other applicable federal and state laws and regulations. JanusThe Adviser agrees to provide to PerkinsINTECH copies of the Trust'sTrust’s Trust Instrument, bylaws, Registration Statement, written policies, procedures and guidelines and written instructions and directions of the Trustees and Janus,the Adviser, and any amendments or supplements to any of them at, or, if practicable, before the time such materials become effective.
3. Obligations of Janus. Janusthe Adviser. The Adviser shall have the following obligations under this Agreement:
(a) To keep PerkinsINTECH continuously and fully informed (or cause the custodian of the Fund'sFund’s assets to keep PerkinsINTECH so informed) as to the composition of the investment portfolio of the Fund and the nature of all of the Fund'sFund’s assets and liabilities from time to time;
(b) To furnish PerkinsINTECH with a certified copy of any financial statement or report prepared for the Fund by certified or independent public accountants and with copies of any financial statements or reports made to the Fund'sFund’s shareholders or to any governmental body or securities exchange;
(c) To furnish PerkinsINTECH with any further materials or information which PerkinsINTECH may reasonably request to enable it to perform its function under this Agreement; and
(d) To compensate PerkinsINTECH for its services in accordance with the provisions of Section 4 hereof.
4. Compensation. JanusCompensation.
[For INTECH Emerging Markets Managed Volatility Fund]
The Adviser shall pay to PerkinsINTECH for its services under this Agreement a fee equal to 50%calculated and payable for each day that this Agreement is in effect, of 1/365 of 0.475% of the advisory fee payable to Janus fromfirst $2,000,000,000 of the average daily closing net asset value of the Fund, plus 1/365 of 0.46% of the next $1,000,000,000 of the average daily closing net asset value of the Fund, plus 1/365 of 0.45% of the average daily closing net asset value of the Fund in excess of $3,000,000,000 (1/366 of 0.475% of the first $2,000,000,000 of the average daily closing net asset value of the Fund, plus 1/366 of 0.46% of the next $1,000,000,000 of the average daily closing net asset value of the Fund, plus 1/366 of 0.45% of the average daily closing net asset value of the Fund in excess of $3,000,000,000 in a leap year) (net of any performance fee adjustment, reimbursement of expenses incurred, or
fees waived by Janus)the Adviser, or any recoupment of such reimbursement or fee reduction, each of which are shared equally between the Adviser
and INTECH). Fees paid to PerkinsINTECH shall be computed and accrued daily and payable monthly as of the last day of each month during which or part of which this Agreement is in effect. For the month during which this Agreement becomes effective and the month during which it terminates, however, there shall be an appropriate proration of the fee payable for such month based on the number of calendar days of such month during which this Agreement is effective.
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[For INTECH Global Income Managed Volatility Fund:]
The Adviser shall pay to INTECH for its services under this Agreement a fee calculated and payable for each day that this Agreement is in effect, of 1/365 of 0.275% of the average daily closing net asset value of the Fund (1/366 of 0.275% of the average daily closing net asset value of the Fund in a leap year) (net of any reimbursement of expenses incurred, fees waived by the Adviser, or any recoupment of such reimbursement or fee reduction, each of which are shared equally between the Adviser and INTECH). Fees paid to INTECH shall be computed and accrued daily and payable monthly as of the last day of each month during which or part of which this Agreement is in effect. For the month during which this Agreement becomes effective and the month during which it terminates, however, there shall be an appropriate proration of the fee payable for such month based on the number of calendar days of such month during which this Agreement is effective.
[For INTECH International Managed Volatility Fund and INTECH U.S. Managed Volatility Fund:]
The Adviser shall pay to INTECH for its services under this Agreement a fee equal to 50% of the advisory fee payable to the Adviser from the Fund (net of any reimbursement of expenses incurred, fees waived by the Adviser, or any recoupment of such reimbursement or fee reduction, each of which are shared equally between the Adviser and INTECH). Fees paid to INTECH shall be computed and accrued daily and payable monthly as of the last day of each month during which or part of which this Agreement is in effect. For the month during which this Agreement becomes effective and the month during which it terminates, however, there shall be an appropriate proration of the fee payable for such month based on the number of calendar days of such month during which this Agreement is effective.
5. Expenses. PerkinsExpenses. INTECH shall pay all its own costs and expenses incurred in rendering its service under this Agreement.
6. Representations of Perkins. PerkinsINTECH. INTECH hereby represents, warrants and covenants to Janusthe Adviser as follows:
(a) Perkins:INTECH: (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organization necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the legal and corporate authority to enter into and perform the services contemplated by this Agreement; and (v) will immediately notify Janusthe Adviser of the occurrence of any event that would disqualify PerkinsINTECH from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise, and of the institution of any administrative, regulatory or judicial proceeding against PerkinsINTECH that could have a material adverse effect upon Perkins'INTECH’s ability to fulfill its obligations under this Agreement.
(b) PerkinsINTECH has adopted a written code of ethics complying with the requirements of Rule17j-1 under the 1940 Act and, to the extent it is a separate Code of Ethics from that of Janus,the Adviser, will provide Janusthe Adviser with a copy of such code of ethics, together with evidence of its adoption and any material changes thereto. Within 45 days after the end of the last calendar quarter of each year that this Agreement is in effect, the president or a vice president of PerkinsINTECH shall certify to Janusthe Adviser that PerkinsINTECH has complied with the requirements of Rule17j-1 during the previous year and that there has been no violation of Perkins'INTECH’s code of ethics or, if such a violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of Janus, Perkinsthe Adviser, INTECH shall permit Janus,the Adviser, its employees or its agents to examine the reports required to be made to PerkinsINTECH by Rule17j-1(c)(1) and all other records relevant to Perkins'INTECH’s code of ethics.
(c) PerkinsINTECH has provided Janusthe Adviser with a copy of its Form ADV as most recently filed with the U.S. Securities and Exchange Commission ("SEC"(“SEC”) and will, promptly after filing any amendment to its Form ADV with the SEC, furnish a copy of such amendment to Janus.
the Adviser.
7. Term.Representations of the Adviser. The Adviser hereby represents, warrants and covenants to INTECH as follows:
(a) The Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from fulfilling its obligations under this Agreement; (iii) has met, and will continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry
self-regulatory organization necessary to be met in order to fulfill its obligations under this Agreement; (iv) has the legal and corporate authority to enter into and perform this Agreement; and (v) will immediately notify INTECH of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise, and of the institution of any administrative, regulatory or judicial proceeding against the Adviser that could have a material adverse effect upon the Adviser’s ability to fulfill its obligations under this Agreement.
(b) The Adviser has adopted a written code of ethics complying with the requirements of Rule17j-1 under the 1940 Act and will provide INTECH with a copy of such code of ethics, together with evidence of its adoption.
(c) The Adviser has provided INTECH with a copy of its Form ADV as most recently filed with the U.S. Securities and Exchange Commission (“SEC”) and will, promptly after filing any amendment to its Form ADV with the SEC, furnish a copy of such amendment to INTECH.
8. Term. This Agreement shall become effective as of the date first set forth above and shall continue in effect until February[February 1, 2012,2018] unless sooner terminated in accordance with its terms, and shall continue in effect from year to year thereafter only so long as such continuance is specifically approved at least annually by (a) the vote of a majority of the Trustees of the Trust who are not parties hereto or interested persons of the Trust, Janusthe Adviser or Perkins,INTECH, cast in person at a meeting called for the purpose of voting on
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8. Termination.
9. Termination. This Agreement may be terminated at any time, without penalty, by the Trustees or by the shareholders of the Fund acting by vote of at least a majority of its outstanding voting securities, provided in any such case that 90 days'60 days’ advance written notice of termination be given to PerkinsINTECH at its principal place of business. This Agreement may be terminated (i) by Janusthe Adviser or by INTECH at any time, without penalty by giving 90 days'60 days’ advance written notice of termination to Perkins;the other party, or (ii) by Perkins at any time, without penalty by giving
90 days' advance notice to Janus and the Trust, unless Janus or the Trust
requests additional time to find a replacement for Perkins, in which case
Perkins shall allow the additional time requested by Janus or the Trust not to
exceed 90 days' beyond the initial 90 days' notice period unless otherwise
agreed to by Janus, the Trust and Perkins; or (iii) by JanusAdviser or the Trust without advance notice if PerkinsINTECH becomes unable to discharge its duties and obligations under this Agreement. In addition, this Agreement shall terminate, without penalty, upon the termination of the Advisory Agreement.
9. Assignment.
10. Assignment. This Agreement shall automatically terminate in the event of its assignment.
10. Amendments.
11. Amendments. This Agreement may be amended by the parties only in a written instrument signed by the parties to this Agreement and only if such amendment is specifically approved (i) by a majority of the Trustees, including a majority of the Trustees who are not interested persons (as that phrase is defined in Section 2(a)(19) of the 1940 Act) of the Trust or Janus, Perkinsthe Adviser, INTECH or their affiliates, and (ii) if required by applicable law, by the affirmative vote of a majority of the outstanding voting securities of the Fund (as that phrase is defined in Section 2(a)(42) of the 1940 Act).
11.
12. Limitation on Personal Liability.Liability. All parties to this Agreement acknowledge and agree that the Trust is a series trust and all debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular series shall be enforceable against the assets held with respect to such series only, and not against the assets of the Trust generally or against the assets held with respect to any other series and further that no Trustee, officer or holder of shares of beneficial interest of the Trust shall be personally liable for any of the foregoing.
12.
13. Limitation of Liability of Perkins. INTECH. The Adviser will not seek to hold INTECH, and INTECH shall not be, liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission taken with respect to the Fund, except for willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder and except to the extent otherwise provided by law. As used in this section, “INTECH” shall include any affiliate of INTECH performing services for the Fund contemplated hereunder and directors, officers and employees of INTECH and such affiliates.
14. Activities of INTECH. The services of INTECH hereunder are not to be deemed to be exclusive, and INTECH is free to render services to other parties, so long as its services under this Agreement are not materially adversely affected or otherwise impaired thereby. Nothing in this Agreement shall limit or restrict the right of any director, officer or employee of INTECH to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any other business, whether of a similar or a dissimilar nature. It is understood that Trustees, officers and shareholders of the Trust are or may become interested in INTECH as directors, officers and shareholders of INTECH, that directors, officers, employees and
shareholders of INTECH are or may become similarly interested in the Trust, and that INTECH may become interested in the Trust as a shareholder or otherwise.
15. Third Party Beneficiary. The parties expressly acknowledge and agree that the Trust is a third party beneficiary of this Agreement and that the Trust shall have the full right to sue upon and enforce this Agreement in accordance with its terms as if it were a signatory hereto. Any oversight, monitoring or evaluation of the activities of INTECH by the Adviser, the Trust or the Fund shall not diminish or relieve in any way the liability of INTECH for any of its duties and responsibilities under this Agreement.
16. Notices. Any notice or other communication required to be given pursuant to this Agreement shall be deemed duly given if delivered personally or by overnight delivery service or mailed by certified or registered mail, return receipt requested and postage prepaid, or sent by facsimile addressed to the parties at their respective addresses set forth below, or at such other address as shall be designated by any party in a written notice to the other party.
(a) To the Adviser at:
[Janus Henderson Capital Management LLC]
151 Detroit Street
Denver, Colorado 80206
Attention: General Counsel
Phone: (303)333-3863
Fax: (303)316-5728
(b) To INTECH at:
INTECH Investment Management LLC
525 Okeechobee Blvd, Suite 1800
West Palm Beach, Florida 33401
Attention: General Counsel
Phone: (561)775-1100
Fax: (561)775-1150
(c) To the Trust at:
Janus Investment Fund
151 Detroit Street
Denver, Colorado 80206
Attention: Chief Legal Counsel
Phone: (303)333-3863
Fax: (303)316-5728
17. Certain Definitions. The terms “vote of a majority of the outstanding voting securities,” “assignment,” “approved at least annually,” and “interested persons” shall have the respective meanings specified in the 1940 Act, as now in effect or hereafter amended, and the rules and regulations thereunder, subject to such orders, exemptions and interpretations as may be issued by the SEC under the 1940 Act and as may be then in effect.
18. Governing Law. This Agreement shall be construed in accordance with the laws of the State of Colorado (without giving effect to the conflicts of laws principles thereof) and the 1940 Act. To the extent that the applicable laws of the State of Colorado conflict with the applicable provisions of the 1940 Act, the latter shall control.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized officers designated below as of the first date written above.
| [JANUS HENDERSON CAPITAL MANAGEMENT LLC] |
By: |
Name: |
Title: |
INTECH INVESTMENT MANAGEMENT LLC |
By: |
Name: |
Title: |
Form of New Perkins Sub-Advisory Agreement
PROPOSEDSUB-ADVISORY AGREEMENT
PERKINS GLOBAL VALUE FUND
PERKINS INTERNATIONAL VALUE FUND
PERKINS LARGE CAP VALUE FUND
PERKINS MID CAP VALUE FUND
PERKINS SELECT VALUE FUND
PERKINS SMALL CAP VALUE FUND
PERKINS VALUE PLUS INCOME FUND
(a Series of Janus Investment Fund)
ThisSUB-ADVISORY AGREEMENT (the “Agreement”) is entered into effective as of thisday of, 2017, by and between [JANUS HENDERSON CAPITAL MANAGEMENT LLC], a Delaware limited liability company (the “Adviser”) and PERKINS INVESTMENT MANAGEMENT LLC a Delaware limited liability company (“Perkins”).
WHEREAS, the Adviser has entered into an Investment Advisory Agreement (the “Advisory Agreement”) with Janus Investment Fund, a Massachusetts business trust (the “Trust”) and anopen-end, management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”), with respect to [Perkins Global Value Fund] [Perkins International Value Fund] [Perkins Large Cap Value Fund] [Perkins Mid Cap Value Fund] [Perkins Select Value Fund] [Perkins Small Cap Value Fund] [Perkins Value Plus Income Fund], a series of the Trust (the “Fund”) pursuant to which the Adviser has agreed to provide investment advisory services with respect to the Fund; and
WHEREAS, Perkins is engaged in the business of rendering investment advisory services and is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”); and
WHEREAS, the Adviser desires to retain Perkins to furnish investment advisory services with respect to the Fund, and Perkins is willing to furnish such services;
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1.Duties of Perkins. The Adviser hereby engages the services of Perkins as subadviser in furtherance of the Advisory Agreement. Perkins agrees to perform the following duties, subject to the oversight of the Adviser and to the overall control of the officers and the Board of Trustees (the “Trustees”) of the Trust:
| (a) | Perkins shall manage the investment operations of the Fund and the composition of its investment portfolio, shall determine without prior consultation with the Trust or the Adviser, what securities and other assets of the Fund will be acquired, held, disposed of or loaned, and shall direct the Adviser with respect to the execution of trades in connection with such determinations, in conformity with the investment objectives, policies and restrictions and the other statements concerning the Fund in the Trust’s trust instrument, as amended from time to time (the “Trust Instrument”), bylaws and registration statements under the 1940 Act and the Securities Act of 1933, as amended (the “1933 Act”), the Advisers Act, the rules thereunder and all other applicable federal and state laws and regulations, and the provisions of the Internal Revenue Code of 1986, as amended (the “Code”), applicable to the Trust, on behalf of the Fund, as a regulated investment company; |
| (b) | Perkins shall cause its officers to attend meetings and furnish oral or written reports, as the Trust or the Adviser may reasonably require, in order to keep the Adviser, the Trustees and appropriate officers of the Trust fully informed as to the condition of the investment portfolio of the Fund, the investment decisions of Perkins, and the investment considerations which have given rise to those decisions; |
| (c) | Perkins shall maintain all books and records required to be maintained by Perkins pursuant to the 1940 Act, the Advisers Act, and the rules and regulations promulgated thereunder, as the same may be amended from time to time, with respect to transactions on behalf of the Fund, and shall furnish the Trustees and the Adviser with such periodic and special reports as the Trustees or the Adviser reasonably may request. Perkins hereby agrees that all records |
| which it maintains for the Fund or the Trust are the property of the Trust, agrees to permit the reasonable inspection thereof by the Trust or its designees and agrees to preserve for the periods prescribed under the 1940 Act and the Advisers Act any records which it maintains for the Trust and which are required to be maintained under the 1940 Act and the Advisers Act, and further agrees to surrender promptly to the Trust or its designees any records which it maintains for the Trust upon request by the Trust; |
| (d) | Perkins shall submit such reports relating to the valuation of the Fund’s assets and to otherwise assist in the calculation of the net asset value of shares of the Fund as may reasonably be requested; |
| (e) | Perkins shall provide the Adviser with such assistance and advice as the Adviser may reasonably request as to the manner in which to exercise, on behalf of the Fund, such voting rights, subscription rights, rights to consent to corporate action and any other rights pertaining to the Fund’s assets that may be exercised, in accordance with any policy pertaining to the same that may be adopted or agreed to by the Trustees of the Trust, so that the Adviser may exercise such rights, or, in the event that the Trust retains the right to exercise such voting and other rights, to furnish the Trust with advice as may reasonably be requested as to the manner in which such rights should be exercised; |
| (f) | At such times as shall be reasonably requested by the Trustees or the Adviser, Perkins shall provide the Trustees and the Adviser with economic, operational and investment data and reports, including without limitation all information and materials reasonably requested by or requested to be delivered to the Trustees of the Trust pursuant to Section 15(c) of the 1940 Act, and shall make available to the Trustees and the Adviser any economic, statistical and investment services normally available to similar investment company clients of Perkins; and |
| (g) | Perkins will provide to the Adviser for regulatory filings and other appropriate uses materially accurate and complete information relating to Perkins as may be reasonably requested by the Adviser from time to time and, notwithstanding anything herein to the contrary, Perkins shall be liable to the Adviser for all damages, costs and expenses, including without limitation reasonable attorney’s fees (hereinafter referred to collectively as “Damages”), incurred by the Adviser as a result of any material inaccuracies or omissions in such information provided by Perkins to the Adviser, provided, however, that Perkins shall not be liable to the extent that any Damages are based upon inaccuracies or omissions made in reliance upon information furnished to Perkins by the Adviser. |
2.Further Obligations. In all matters relating to the performance of this Agreement, Perkins shall act in conformity with the Trust’s Trust Instrument, bylaws and currently effective registration statements under the 1940 Act and the 1933 Act and any amendments or supplements thereto (the “Registration Statements”) and with the written policies, procedures and guidelines of the Fund, and written instructions and directions of the Trustees and the Adviser and shall comply with the requirements of the 1940 Act, the Advisers Act, the rules thereunder, and all other applicable federal and state laws and regulations. The Adviser agrees to provide to Perkins copies of the Trust’s Trust Instrument, bylaws, Registration Statement, written policies, procedures and guidelines and written instructions and directions of the Trustees and the Adviser, and any amendments or supplements to any of them at, or, if practicable, before the time such materials become effective.
3.Obligations of the Adviser. The Adviser shall have the following obligations under this Agreement:
| (a) | To keep Perkins continuously and fully informed (or cause the custodian of the Fund’s assets to keep Perkins so informed) as to the composition of the investment portfolio of the Fund and the nature of all of the Fund’s assets and liabilities from time to time; |
| (b) | To furnish Perkins with a certified copy of any financial statement or report prepared for the Fund by certified or independent public accountants and with copies of any financial statements or reports made to the Fund’s shareholders or to any governmental body or securities exchange; |
| (c) | To furnish Perkins with any further materials or information which Perkins may reasonably request to enable it to perform its function under this Agreement; and |
| d) | To compensate Perkins for its services in accordance with the provisions of Section 4 hereof. |
4.Compensation.
[For Perkins Global Value Fund, Perkins Large Cap Value Fund, Perkins Mid Cap Value Fund, Perkins Select Value Fund, and Perkins Small Cap Value Fund:]
The Adviser shall pay to Perkins for its services under this Agreement a fee equal to 50% of the advisory fee payable to the Adviser from the Fund (net of any performance fee adjustment, reimbursement of expenses incurred or fees waived by the Adviser). Fees paid to Perkins shall be computed and accrued daily and payable monthly as of the last day of each month during which or part of which this Agreement is in effect. For the month during which this Agreement becomes effective and the month during which it terminates, however, there shall be an appropriate proration of the fee payable for such month based on the number of calendar days of such month during which this Agreement is effective.
[For Perkins International Value Fund:]
The Adviser shall pay to Perkins for its services under this Agreement a fee calculated and payable for each day that this Agreement is in effect, of 1/365 of 0.40% of the average daily closing net asset value of the Fund (1/366 of 0.40% of the average daily closing asset value of the Fund in a leap year) (net of reimbursement of expenses or fees waived or reimbursed by the Adviser). Fees paid to Perkins shall be computed and accrued daily and payable monthly as of the last day of each month during which or part of which this Agreement is in effect. For the month during which this Agreement becomes effective and the month during which it terminates, however, there shall be an appropriate proration of the fee payable for such month based on the number of calendar days of such month during which this Agreement is effective.
[For Perkins Value Plus Income Fund:]
The Adviser shall pay to Perkins for its services under this Agreement a fee calculated and payable for each day that this Agreement is in effect, of 1/365 of 0.15% of the average daily closing net asset value of the Fund (1/366 of 0.15% of the average daily closing net asset value of the Fund in a leap year) (net of reimbursement of advisory fees waived or reimbursed by the Adviser). Fees paid to Perkins shall be computed and accrued daily and payable monthly as of the last day of each month during which or part of which this Agreement is in effect. For the month during which this Agreement becomes effective and the month during which it terminates, however, there shall be an appropriate proration of the fee payable for such month based on the number of calendar days of such month during which this Agreement is effective.
5. Expenses. Perkins shall pay all its own costs and expenses incurred in rendering its service under this Agreement.
6.Representations of Perkins. Perkins hereby represents, warrants and covenants to the Adviser as follows:
| (a) | Perkins: (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organization necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the legal and corporate authority to enter into and perform the services contemplated by this Agreement; and (v) will immediately notify the Adviser of the occurrence of any event that would disqualify Perkins from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise, and of the institution of any administrative, regulatory or judicial proceeding against Perkins that could have a material adverse effect upon Perkins’ ability to fulfill its obligations under this Agreement. |
| (b) | Perkins has adopted a written code of ethics complying with the requirements of Rule17j-1 under the 1940 Act and, to the extent it is a separate Code of Ethics from that of the Adviser, will provide the Adviser with a copy of such code of ethics, together with evidence of its adoption, and any material changes thereto. Within 45 days after the end of the last calendar quarter of each year that this Agreement is in effect, the president or a vice president of Perkins shall certify to the Adviser that Perkins has complied with the requirements of Rule17j-1 during the previous year and that there has been no violation of Perkins’ code of ethics or, if such a violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Adviser, Perkins shall permit the Adviser, its employees or its agents to examine the reports required to be made to Perkins by Rule17j-1(c)(1) and all other records relevant to Perkins’ code of ethics. |
| (c) | Perkins has provided the Adviser with a copy of its Form ADV as most recently filed with the U.S. Securities and Exchange Commission (“SEC”) and will, promptly after filing any amendment to its Form ADV with the SEC, furnish a copy of such amendment to the Adviser. |
7.Term. This Agreement shall become effective as of the date first set forth above and shall continue in effect until [February 1, 2018], unless sooner terminated in accordance with its terms, and shall continue in effect from year to year thereafter only so long as such continuance is specifically approved at least annually by (a) the vote of a majority of the Trustees
of the Trust who are not parties hereto or interested persons of the Trust, the Adviser or Perkins, cast in person at a meeting called for the purpose of voting on the approval of the terms of such renewal, and (b) either the Trustees of the Trust or the affirmative vote of a majority of the outstanding voting securities of the Fund. The annual approvals provided for herein shall be effective to continue this Agreement from year to year if given within a period beginning not more than ninety (90) days prior to February 1 of each applicable year, notwithstanding the fact that more than three hundred sixty-five (365) days may have elapsed since the date on which such approval was last given.
8.Termination. This Agreement may be terminated at any time, without penalty, by the Trustees or by the shareholders of the Fund acting by vote of at least a majority of its outstanding voting securities, provided in any such case that 60 days’ advance written notice of termination be given to Perkins at its principal place of business. This Agreement may be terminated (i) by the Adviser at any time, without penalty by giving 60 days’ advance written notice of termination to Perkins; (ii) by Perkins at any time, without penalty by giving 90 days’ advance notice to the Adviser and the Trust, unless the Adviser or the Trust requests additional time to find a replacement for Perkins, in which case Perkins shall allow the additional time requested by the Adviser or the Trust not to exceed 90 days’ beyond the initial 90 days’ notice period unless otherwise agreed to by the Adviser, the Trust and Perkins; or (iii) by the Adviser or the Trust without advance notice if Perkins becomes unable to discharge its duties and obligations under this Agreement. In addition, this Agreement shall terminate, without penalty, upon the termination of the Advisory Agreement.
9.Assignment. This Agreement shall automatically terminate in the event of its assignment.
10.Amendments. This Agreement may be amended by the parties only in a written instrument signed by the parties to this Agreement and only if such amendment is specifically approved (i) by a majority of the Trustees, including a majority of the Trustees who are not interested persons (as that phrase is defined in Section 2(a)(19) of the 1940 Act) of the Trust or the Adviser, Perkins or their affiliates, and (ii) if required by applicable law, by the affirmative vote of a majority of the outstanding voting securities of the Fund (as that phrase is defined in Section 2(a)(42) of the 1940 Act).
11.Limitation on Personal Liability. All parties to this Agreement acknowledge and agree that the Trust is a series trust and all debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular series shall be enforceable against the assets held with respect to such series only, and not against the assets of the Trust generally or against the assets held with respect to any other series and further that no Trustee, officer or holder of shares of beneficial interest of the Trust shall be personally liable for any of the foregoing.
12.Limitation of Liability of Perkins. The Adviser will not seek to hold Perkins, and Perkins shall not be, liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission taken with respect to the Fund, except for willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder and H-5
"Perkins"“Perkins” shall include any affiliate of Perkins performing services for the Fund contemplated hereunder and directors, officers and employees of Perkins and such affiliates.
13.Activities of Perkins.Perkins. The services of Perkins hereunder are not to be deemed to be exclusive, and Perkins is free to render services to other parties, so long as its services under this Agreement are not materially adversely affected or otherwise impaired thereby. Nothing in this Agreement shall limit or restrict the right of any director, officer or employee of Perkins to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any other business, whether of a similar or a dissimilar nature. It is understood that Trustees, officers and shareholders of the Trust are or may become interested in Perkins as directors, officers and shareholders of Perkins, that directors, officers, employees and shareholders of Perkins are or may become similarly interested in the Trust, and that Perkins may become interested in the Trust as a shareholder or otherwise.
14.Third Party Beneficiary.Beneficiary. The parties expressly acknowledge and agree that the Trust is a third party beneficiary of this Agreement and that the Trust shall have the full right to sue upon and enforce this Agreement in accordance with its terms as if it were a signatory hereto. Any oversight, monitoring or evaluation of the activities of Perkins by Janus,the Adviser, the Trust or the Fund shall not diminish or relieve in any way the liability of Perkins for any of its duties and responsibilities under this Agreement.
15. Notices.Notices. Any notice or other communication required to be given pursuant to this Agreement shall be deemed duly given if delivered personally or by overnight delivery service or mailed by certified or registered mail, return receipt requested and postage prepaid, or sent by facsimile addressed to the parties at their respective addresses set forth below, or at such other address as shall be designated by any party in a written notice to the other party.
(a)
| (a) | To the Adviser at: |
[Janus at:
JanusHenderson Capital Management LLC
LLC]
151 Detroit Street
Denver, Colorado 80206
Attention: General Counsel
Phone: (303)333-3863
Fax: (303)316-5728
(b) To Perkins at:
| (b) | To Perkins at: |
Perkins Investment Management LLC
311 South Wacker Drive, Suite 6000
Chicago, Illinois 60606
Attention: President
Phone: (312)922-0355
Fax: (312)922-0418
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(c) To the Trust at:
| (c) | To the Trust at: |
Janus Investment Fund
151 Detroit Street
Denver, Colorado 80206
Attention: Chief Legal Counsel
Phone: (303)333-3863
Fax: (303)316-5728
Certain Definitions.Definitions. The terms "vote“vote of a majority of the outstanding voting securities," "assignment," "approved” “assignment,” “approved at least annually,"” and "interested persons"“interested persons” shall have the respective meanings specified in the 1940 Act, as now in effect or hereafter amended, and the rules and regulations thereunder, subject to such orders, exemptions and interpretations as may be issued by the SEC under the 1940 Act and as may be then in effect.
16.Governing Law.Law. This Agreement shall be construed in accordance with the laws of the State of Colorado (without giving effect to the conflicts of laws principles thereof) and the 1940 Act. To the extent that the applicable laws of the State of Colorado conflict with the applicable provisions of the 1940 Act, the latter shall control.
[Remainder of page intentionally left blank.]
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized officers designated below as of the day and year first above written.
| [JANUS HENDERSON CAPITAL MANAGEMENT LLC] | ||
By: | ||
| Name: | ||
Title: | ||
PERKINS INVESTMENT MANAGEMENT LLC | ||
By: | ||
| Name: | ||
Title: | ||
Form of New Janus Singapore Sub-Advisory Agreement
PROPOSEDSUB-ADVISORY AGREEMENT
JANUS ASIA EQUITY FUND
(a Series of Janus Investment Fund)
ThisSUB-ADVISORY AGREEMENT (the “Agreement”) is entered into effective as of this day of, 2017, by and between [JANUS HENDERSON CAPITAL MANAGEMENT LLC], a Delaware limited liability company (the “Adviser”) and JANUS CAPITAL MANAGEMENT LLC
By:
------------------------------------
Name:
Title:
PERKINS INVESTMENT
MANAGEMENT LLC
By:
------------------------------------
Name:
Title:
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APPENDIX I
JANUS INVESTMENT FUND
[FORM OF AMENDED AND RESTATED]
INVESTMENT ADVISORY AGREEMENT
JANUS GLOBAL OPPORTUNITIES FUND
THIS [AMENDED AND RESTATED] INVESTMENT ADVISORY AGREEMENTSINGAPORE PTE. LIMITED (“Janus Singapore”).
WHEREAS, The Adviser has entered into an Investment Advisory Agreement (the "Agreement"“Advisory Agreement”) is made this [[]1(st)day of July, [2004][2010]], [as amended this 1(st) day of
February 2006], between JANUS INVESTMENT FUND,with Janus Investment Fund, a Massachusetts business trust (the "Trust"“Trust”), and JANUS CAPITAL MANAGEMENT LLC, a Delaware limited liability
company ("JCM").
W I T N E S S E T H:
WHEREAS, the Trust is registered as anopen-end, management investment company registered under the Investment Company Act of 1940, as amended (the "1940 Act"“1940 Act”), with respect to Janus Asia Equity Fund, a series of the Trust (the “Fund”) pursuant to which the Adviser has agreed to provide investment advisory services with respect to the Fund; and
WHEREAS, Janus Singapore is engaged in the business of rendering investment advisory services and hasis registered its shares for public offeringas an investment adviser under the SecuritiesInvestment Advisers Act of 1933,1940, as amended (the "1933 Act"“Advisers Act”); and
WHEREAS, The Adviser desires to retain Janus Singapore to furnish investment advisory services with respect to the TrustFund, and Janus Singapore is authorizedwilling to create separate funds, each with its
own separate investment portfoliofurnish such services;
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which the beneficial interests are represented by a separate series of shares; one of such funds created by the
Trust being designated as the Janus Global Opportunities Fund (the "Fund"); and
WHEREAS, the Trust and JCM deem it mutually advantageous that JCM should be
appointed as investment adviser to the Fund.
NOW, THEREFORE,hereby acknowledged, the parties agree as follows:
1. Appointment. Duties of Janus Singapore. The Adviser hereby engages the services of Janus Singapore as subadviser in furtherance of the Advisory Agreement. Janus Singapore agrees to perform the following duties, subject to the oversight of the Adviser and to the overall control of the officers and the Board of Trustees (the “Trustees”) of the Trust:
(a) Janus Singapore shall manage the investment operations of the Fund and the composition of its investment portfolio, shall determine without prior consultation with the Trust hereby appoints JCM as investment adviseror the Adviser, what securities and managerother assets of the Fund will be acquired, held, disposed of or loaned, and shall direct the Adviser with respect to the Fund forexecution of trades in connection with such determinations, in conformity with the period and on the terms set
forth in this Agreement. JCM hereby accepts such appointment and agrees to
render the services herein set forth, for the compensation herein provided.
2. Investment Advisory Services. JCM shall determine the securities or
other assets to be purchased, sold or held and shall place orders for the
purchase or sale of such securities or other assets with brokers, dealers
or others. JCM shall furnish continuous advice and recommendations to the
Fund, and have authority to act with respect thereto, as to the
acquisition, holding, or disposition of any or all of the securities or
other assets which the Fund may own or contemplate acquiring from time to
time. JCM shall give due consideration to the investment objectives, policies and restrictions and the other statements concerning the Fund in the Trust
Instrument,Trust’s trust instrument, as amended from time to time (the “Trust Instrument”), bylaws and registration statements under the 1940 Act and the Securities Act of 1933, as amended (the “1933 Act”), the Advisers Act, the rules thereunder and toall other applicable federal and state laws and regulations, and the provisions of the Internal Revenue Code of 1986, as amended from time(the “Code”), applicable to time, applicable tothe Trust, on behalf of the Fund, as a regulated investment company. In addition, JCMcompany;
(b) Janus Singapore shall cause its
I-1
Fund[,Fund, the investment recommendationsdecisions of JCM,Janus Singapore, and the investment considerations which have given rise to those recommendations.
Subjectdecisions;
(c) Janus Singapore shall maintain all books and records required to be maintained by Janus Singapore pursuant to the approval1940 Act, the Advisers Act, and the rules and regulations promulgated thereunder, as the same may be amended from time to time, with respect to transactions on behalf of the Fund, and shall furnish the Trustees and the Adviser with such periodic and special reports as the Trustees or the Adviser reasonably may request. Janus Singapore hereby agrees that all records which it maintains for the Fund or the Trust are the property of the Trust, agrees to permit the reasonable inspection thereof by the Trust or its designees and agrees to preserve for the periods prescribed under the 1940 Act and the Advisers Act any records which it maintains for the Trust and which are required to be maintained under the 1940 Act and the Advisers Act, and further agrees to surrender promptly to the Trust or its designees any records which it maintains for the Trust upon request by the Trust;
(d) Janus Singapore shall submit such reports relating to the valuation of the Fund’s assets and to otherwise assist in the calculation of the net asset value of shares of the Fund as may reasonably be requested;
(e) Janus Singapore shall provide the Adviser with such assistance and advice as the Adviser may reasonably request as to the manner in which to exercise, on behalf of the Fund, such voting rights, subscription rights, rights to consent to corporate action and any other rights pertaining to the Fund’s assets that may be exercised, in accordance with any policy pertaining to the same that may be adopted or agreed to by the Trustees of the Trust, and, if required,so that the shareholders ofAdviser may exercise such rights, or, in the Fund, JCM is authorized to engage one or more
subadvisers in connection with JCM's duties and responsibilities under this
Agreement, which subadvisers may be affiliates of JCM].
3. Other Services. JCM is hereby authorized (to the extentevent that the Trust has not otherwise contracted) but not obligated (toretains the extent it so
notifiesright to exercise such voting and other rights, to furnish the Trust with advice as may reasonably be requested as to the manner in which such rights should be exercised;
(f) At such times as shall be reasonably requested by the Trustees at least 60 days in advance), to perform (or arrange
foror the performanceAdviser, Janus Singapore shall provide the Trustees and the Adviser with economic, operational and investment data and reports, including without limitation all information and materials reasonably requested by affiliates of [or duly appointed subadvisers or affiliates of]) the management and administrative services necessary for
the operation of the Fund. JCM is specifically authorized, on behalf of the
Trust, to conduct relations with custodians, depositories, transfer and
pricing agents, accountants, attorneys, underwriters, brokers and dealers,
corporate fiduciaries, insurance company separate accounts, insurers, banks
and such other persons in any such other capacity deemed by JCMrequested to be necessary or desirable. JCM shall generally monitor and report to the
Fund's officers the Fund's compliance with investment policies and
restrictions as set forth in the currently effective prospectus and
statement of additional information relating to the shares of the Fund
under 1933 Act. JCM shall make reportsdelivered to the Trustees of its performance
of services hereunder upon request therefor and furnish advice and
recommendations with respectthe Trust pursuant to such other aspectsSection 15(c) of the business1940 Act, and affairsshall make available to the Trustees and the Adviser any economic, statistical and investment services normally available to similar investment company clients of Janus Singapore; and
(g) Janus Singapore will provide to the FundAdviser for regulatory filings and other appropriate uses materially accurate and complete information relating to Janus Singapore as it shall determine tomay be desirable. JCM is also
authorized, subject to reviewreasonably requested by the Trustees, to furnish such other
services as JCM shallAdviser from time to time determineand, notwithstanding anything herein to the contrary, Janus Singapore shall be necessaryliable to the Adviser for all damages, costs and expenses, including without limitation reasonable attorney’s fees (hereinafter referred to collectively as “Damages”), incurred by the Adviser as a result of any material inaccuracies or usefulomissions in such information provided by Janus Singapore to perform the services contemplatedAdviser, provided, however, that Janus Singapore shall not be liable to the extent that any Damages are based upon inaccuracies or omissions made in reliance upon information furnished to Janus Singapore by the Adviser.
2. Further Obligations. In all matters relating to the performance of this Agreement.
4. Agreement, Janus Singapore shall act in conformity with the Trust’s Trust Instrument, bylaws and currently effective registration statements under the 1940 Act and the 1933 Act and any amendments or supplements thereto (the “Registration Statements”) and with the written policies, procedures and guidelines of the Fund, and written instructions and directions of the Trustees and the Adviser and shall comply with the requirements of the 1940 Act, the Advisers Act, the rules thereunder, and all other applicable federal and state laws and regulations. The Adviser agrees to provide to Janus Singapore copies of the Trust’s Trust Instrument, bylaws, Registration Statement, written policies, procedures and guidelines and written instructions and directions of the Trustees and the Adviser, and any amendments or supplements to any of them at, or, if practicable, before the time such materials become effective.
3. Obligations of Trust.the Adviser. The TrustAdviser shall have the following obligations under this Agreement:
(a) toTo keep JCMJanus Singapore continuously and fully informed (or cause the custodian of the Fund’s assets to keep Janus Singapore so informed) as to the composition of itsthe investment portfolio of the Fund and the nature of all of itsthe Fund’s assets and liabilities from time to time;
(b) toTo furnish JCMJanus Singapore with a certified copy of any financial statement or report prepared for itthe Fund by certified or independent public accountants and with copies of any financial statements or reports made to itsthe Fund’s shareholders or to any governmental body or securities exchange;
(c) toTo furnish JCMJanus Singapore with any further materials or information which JCMJanus Singapore may reasonably request to enable it to perform its function under this Agreement; and
(d) toTo compensate JCMJanus Singapore for its services and reimburse JCM for its
expenses incurred hereunder in accordance with the provisions of Section 4 hereof.
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5. Compensation.
4. Compensation. The TrustAdviser shall pay to JCMJanus Singapore for its services pursuant
tounder this Agreement a fee calculatedequal to 50% of the advisory fee payable to the Adviser from the Fund (net of any performance fee adjustment, reimbursement of expenses incurred or fees waived by the Adviser). Fees paid to Janus Singapore shall be computed and accrued daily and payable monthly as of the last day of each month during which or part of which this Agreement is in effect. For the month during which this Agreement becomes effective and the month during which it terminates, however, there shall be an appropriate proration of the fee payable for such month based on the number of calendar days of such month during which this Agreement is effective.
5. Expenses. Janus Singapore shall pay all its own costs and expenses incurred in rendering its service under this Agreement.
6. Representations of Janus Singapore. Janus Singapore hereby represents, warrants and covenants to the Adviser as follows:
(a) Janus Singapore: (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from
performing the services contemplated by this Agreement; (iii) has met, and will continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organization necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the legal and corporate authority to enter into and perform the services contemplated by this Agreement; and (v) will immediately notify the Adviser of the occurrence of any event that would disqualify Janus Singapore from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise, and of the institution of any administrative, regulatory or judicial proceeding against Janus Singapore that could have a material adverse effect upon Janus Singapore’ ability to fulfill its obligations under this Agreement.
(b) Janus Singapore has adopted a written code of ethics complying with the requirements of Rule17j-1 under the 1940 Act and, to the extent it is a separate Code of Ethics from that of the Adviser, will provide the Adviser with a copy of such code of ethics, together with evidence of its adoption, and any material changes thereto. Within 45 days after the end of the last calendar quarter of each dayyear that this Agreement is in effect, a director of 1/365Janus Singapore shall certify to the Adviser that Janus Singapore has complied with the requirements of 0.64%Rule17j-1 during the previous year and that there has been no violation of Janus Singapore’ code of ethics or, if such a violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the daily closing net asset
value ofAdviser, Janus Singapore shall permit the Fund (1/366 of 0.64% ofAdviser, its employees or its agents to examine the daily closing net asset value of
the Fund in a leap year). The fee shall be paid monthly.
6. Expenses Borne by JCM. In addition to the expenses which JCM may
incur in the performance of its investment advisory functions and other
services under this Agreement, and the expenses which it may expressly
undertake to incur and pay under other agreements with the Trust or
otherwise, JCM shall incur and pay the following expenses relating to the
Fund's operations without reimbursement from the Fund:
(a) Reasonable compensation, fees and related expenses of the
Trust's officers and its Trustees, except for such Trustees who are
not "interested persons," as defined in the 1940 Act, of JCM, and
except as otherwise provided in Section 7; [and]
(b) Rental of offices of the Trust[; and]
[(c) Fees of any subadviser engaged by JCM pursuant to the
authority granted in Section 2 hereof].
7. Expenses Borne by the Trust. The Trust assumes and shall pay all
expenses incidental to its organization, operations and business not
specifically assumed or agreedreports required to be paidmade to Janus Singapore by JCM pursuant to Sections 3 and
6 hereof, including, but not limited to, investment adviser fees; any
compensation, fees, or reimbursements which the Trust pays to its Trustees
who are not "interested persons," as defined in the 1940 Act, of JCM;
compensation and related expenses of the Chief Compliance Officer of the
Trust and compliance staff, as authorized from time to time by the Trustees
of the Trust; compensation of the Fund's custodian, transfer agent,
registrar and dividend disbursing agent; legal, accounting, audit and
printing expenses; administrative, clerical, recordkeeping and bookkeeping
expenses; brokerage commissionsRule17j-1(c)(1) and all other expenses in connectionrecords relevant to Janus Singapore’ code of ethics.
(c) Janus Singapore has provided the Adviser with executiona copy of portfolio transactions (includingits Form ADV as most recently filed with the U.S. Securities and Exchange Commission (“SEC”) and will, promptly after filing any appropriate commissions
paidamendment to JCM or its affiliates for effecting exchange listed, over-the-
counter or other securities transactions); interest; all federal, state and
local taxes (including stamp, excise, income and franchise taxes); costsForm ADV with the SEC, furnish a copy of stock certificates and expenses of delivering such certificates to
purchasers thereof; expenses of local representation in Massachusetts;
expenses of shareholders' meetings and of preparing, printing and
distributing proxy statements, notices, and reports to shareholders;
expenses of preparing and filing reports and tax returns with federal and
state regulatory authorities; all expenses incurred in complying with all
federal and state laws and the laws of any foreign country applicableamendment to the issue, offer, or sale of shares of the Fund, including, but not limited
to, all costs involved in the registration or qualification of shares of
the Fund for sale in any jurisdiction, the costs of portfolio pricing
services and compliance systems, and all costs involved in preparing,
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printing and mailing prospectuses and statements of additional information
to Fund shareholders; and all fees, dues and other expenses incurred by the
Trust in connection with the membership of the Trust in any trade
association or other investment company organization.
8. Termination. This Agreement may be terminated at any time, without
penalty, by the Trustees of the Trust, or by the shareholders of the Fund
acting by vote of at least a majority of its outstanding voting securities,
provided in either case that sixty (60) days advance written notice of
termination be given to JCM at its principal place of business. This
Agreement may be terminated by JCM at any time, without penalty, by giving
sixty (60) days advance written notice of termination to the Trust,
addressed to its principal place of business. The Trust agrees that,
consistent with the terms of the Trust Instrument, the Trust shall cease to
use the name "Janus" in connection with the Fund as soon as reasonably
practicable following any termination of this Agreement if JCM does not
continue to provide investment advice to the Fund after such termination.
9. Assignment.Adviser.
7. Term. This Agreement shall terminate automatically inbecome effective as of the event of any assignment of this Agreement.
10. Term. This Agreementdate first set forth above and shall continue in effect until February[February 1, [2007][2011]2018], unless sooner terminated in accordance with its terms, and shall continue in effect from year to year thereafter only so long as such continuance is specifically approved at least annually by (a) the vote of a majority of the Trustees of the Trust who are not parties hereto or interested persons of any such party,the Trust, the Adviser or Janus Singapore, cast in person at a meeting called for the purpose of voting on the approval of the terms of such renewal, and (b) either the Trustees of the Trust or the affirmative vote of a majority of the outstanding voting securities of the Fund. The annual approvals provided for herein shall be effective to continue this Agreement from year to year if given within a period beginning not more than ninety (90) days prior to February 1 of each applicable year, notwithstanding the fact that more than three hundred sixty-five (365) days may have elapsed since the date on which such approval was last given.
11. Amendments.
8. Termination. This Agreement may be terminated at any time, without penalty, by the Trustees or by the shareholders of the Fund acting by vote of at least a majority of its outstanding voting securities, provided in any such case that 60 days’ advance written notice of termination be given to Janus Singapore at its principal place of business. This Agreement may be terminated (i) by the Adviser at any time, without penalty by giving 60 days’ advance written notice of termination to Janus Singapore; (ii) by Janus Singapore at any time, without penalty by giving 90 days’ advance notice to the Adviser and the Trust, unless the Adviser or the Trust requests additional time to find a replacement for Janus Singapore, in which case Janus Singapore shall allow the additional time requested by the Adviser or the Trust not to exceed 90 days’ beyond the initial 90 days’ notice period unless otherwise agreed to by the Adviser, the Trust and Janus Singapore; or (iii) by the Adviser or the Trust without advance notice if the Adviser Singapore becomes unable to discharge its duties and obligations under this Agreement. In addition, this Agreement shall terminate, without penalty, upon the termination of the Advisory Agreement.
9. Assignment. This Agreement shall automatically terminate in the event of its assignment.
10. Amendments. This Agreement may be amended by the parties only in a written instrument signed by the parties to this Agreement and only if such amendment is specifically approved (i) by a majority of the Trustees, including a majority of the Trustees who are not interested persons (as that phrase is defined in Section 2(a)(19) of the 1940 Act) of any party to
this Agreementthe Trust or the Adviser, Janus Singapore or their affiliates, and (ii) if required by applicable law, (ii) by the affirmative vote of a majority of the outstanding voting securities of the Fund (as that phrase is defined in Section 2(a)(42) of the 1940 Act).
12. Other Series. The Trustees shall determine the basis for making an
appropriate allocation of the Trust's expenses (other than those directly
attributable
11. Limitation on Personal Liability. All parties to the Fund) between the Fund and the other series of the
Trust.
13. Limitation of Personal Liability. All the parties heretothis Agreement acknowledge and agree that all liabilities of the Trust arising, directlyis a series trust and all debts, liabilities, obligations and expenses incurred, contracted for or indirectly, under this
I-4
Agreement, of any and every nature whatsoever,otherwise existing with respect to a particular series shall be satisfied solely
out ofenforceable against the assets held with respect to such series only, and not against the assets of the FundTrust generally or against the assets held with respect to any other series and further that no Trustee, officer or holder of shares of beneficial interest of the Trust shall be personally liable for any of the foregoing liabilities. The Trust Instrument describes in detail
the respective responsibilities and limitations on liability of the
Trustees, officers and holders of shares of beneficial interest of the
Trust.
14. foregoing.
12. Limitation of Liability of JCM. JCMJanus Singapore. The Adviser will not seek to hold Janus Singapore, and Janus Singapore shall not be, liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission taken with respect to the Trust,Fund, except for willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder and except to the extent otherwise provided by law. As used in this Section 14, "JCM"section, “Janus Singapore” shall include any affiliate of JCMJanus Singapore performing services for the TrustFund contemplated hereunder and directors, officers and employees of JCMJanus Singapore and such affiliates.
15.
13. Activities of JCM.Janus Singapore. The services of JCM to the TrustJanus Singapore hereunder are not to be deemed to be exclusive, and JCM and its affiliates areJanus Singapore is free to render services to other parties.parties, so long as its services under this Agreement are not materially adversely affected or otherwise impaired thereby. Nothing in this Agreement shall limit or restrict the right of any director, officer or employee of Janus Singapore to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any other business, whether of a similar or a dissimilar nature. It is understood that trustees,Trustees, officers and shareholders of the Trust are or may become interested in JCMJanus Singapore as directors, officers and shareholders of JCM,Janus Singapore, that directors, officers, employees and shareholders of JCMJanus Singapore are or may become similarly interested in the Trust, and that JCMJanus Singapore may become interested in the Trust as a shareholder or otherwise.
14. Third Party Beneficiary. The parties expressly acknowledge and agree that the Trust is a third party beneficiary of this Agreement and that the Trust shall have the full right to sue upon and enforce this Agreement in accordance with its terms as if it were a signatory hereto. Any oversight, monitoring or evaluation of the activities of Janus Singapore by the Adviser, the Trust or the Fund shall not diminish or relieve in any way the liability of Janus Singapore for any of its duties and responsibilities under this Agreement.
15. Notices. Any notice or other communication required to be given pursuant to this Agreement shall be deemed duly given if delivered personally or by overnight delivery service or mailed by certified or registered mail, return receipt requested and postage prepaid, or sent by facsimile addressed to the parties at their respective addresses set forth below, or at such other address as shall be designated by any party in a written notice to the other party.
(a) To the Adviser at:
[Janus Henderson Capital Management LLC]
151 Detroit Street
Denver, Colorado 80206
Attention: General Counsel
Phone: (303)333-3863
Fax: (303)316-5728
(b) To Janus Singapore at:
Janus Capital Singapore Pte. Limited
8 Shenton Way
#36-02 AXA Tower
Singapore 068811
Attention: Legal Department
Phone: +65.6550.9888
Fax: +65.6511.8491
(c) To the Trust at:
Janus Investment Fund
151 Detroit Street
Denver, Colorado 80206
Attention: Chief Legal Counsel
Phone: (303)333-3863
Fax: (303)316-5728
16. Certain Definitions.Definitions. The terms "vote“vote of a majority of the outstanding voting securities," "assignment"” “assignment,” “approved at least annually,” and "interested persons" when
used herein,“interested persons” shall have the respective meanings specified in the 1940 Act, as now in effect or hereafter amended, and the rules and regulations thereunder, subject to such orders, exemptions and interpretations as may be issued by the Securities and Exchange CommissionSEC under saidthe 1940 Act and as may be then in effect.
17. Governing Law.Law. This Agreement shall be construed in accordance with the laws of the State of Colorado (without giving effect to the conflicts of laws principles thereof) and the 1940 Act. To the extent that the applicable laws of the State of Colorado conflict with the applicable provisions of the 1940 Act, the latter shall control.
This Agreement shall supercede all prior investment advisory agreements
entered into between JCM and the Trust, on behalf
[Remainder of the Fund.
I-5
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized officers to execute this Investment Advisory Agreementdesignated below as of the amended dateday and year first above written.
| [JANUS HENDERSON CAPITAL MANAGEMENT LLC] | ||
By: | ||
| Name: | ||
Title: | ||
JANUS CAPITAL | ||
By: | ||
| Name: | ||
Title: | ||
Form of HIMLSub-Advisory Agreement
SUB-ADVISORY AGREEMENT
[JANUS HENDERSON ASIA EQUITY FUND]
[JANUS HENDERSON GLOBAL REAL ESTATE FUND]
(a Series of Janus Investment Fund)
ThisSUB-ADVISORY AGREEMENT (the “Agreement”) is entered into effective as of this day of, 2017, by and between JANUS HENDERSON CAPITAL MANAGEMENT LLC, a Delaware limited liability company (the “Adviser”) and HENDERSON INVESTMENT OBJECTIVESMANAGEMENT LIMITED (“HIML”).
WHEREAS, the Adviser has entered into an Investment Advisory Agreement (the “Advisory Agreement”) with Janus Investment Fund, a Massachusetts business trust (the “Trust”) and anopen-end, management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”), with respect to [Janus Henderson Asia Equity Fund] [Janus Henderson Emerging Markets Fund] [Janus Henderson Global Real Estate Fund], a series of the Trust (the “Fund”) pursuant to which the Adviser has agreed to provide investment advisory services with respect to the Fund; and
WHEREAS, HIML is engaged in the business of rendering investment advisory services and is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”); and
WHEREAS, the Adviser desires to retain HIML to furnish investment advisory services with respect to the Fund, and HIML is willing to furnish such services;
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Duties of HIML. The Adviser hereby engages the services of HIML as subadviser in furtherance of the Advisory Agreement. HIML agrees to perform the following table lists certainduties, subject to the oversight of the Adviser and to the overall control of the officers and the Board of Trustees (the “Trustees”) of the Trust:
(a) HIML shall manage the investment operations of the Fund and the composition of its investment portfolio, shall determine without prior consultation with the Trust or the Adviser, what securities and other assets of the Fund will be acquired, held, disposed of or loaned, and place orders, or direct the Adviser to place orders, for the purchase or sale of such securities or other assets with brokers, dealers or others, all in conformity with the investment objectives, policies and restrictions and the other statements concerning the Fund in the Trust’s trust instrument, as amended from time to time (the “Trust Instrument”), bylaws and registration statements under the 1940 Act and the Securities Act of 1933, as amended (the “1933 Act”), the Advisers Act, the rules thereunder and all other applicable federal and state laws and regulations, and the provisions of the Internal Revenue Code of 1986, as amended (the “Code”), applicable to the Trust, on behalf of the Fund, as a regulated investment company;
(b) HIML shall cause its officers and employees to attend meetings and furnish oral or written reports, as the Trust or the Adviser may reasonably require, in order to keep the Adviser, the Trustees and appropriate officers of the Trust fully informed as to the condition of the investment portfolio of the Fund, the investment decisions of HIML, and the investment considerations which have given rise to those decisions;
(c) HIML shall maintain all books and records required to be maintained by HIML pursuant to the 1940 Act, the Advisers Act, and the rules and regulations promulgated thereunder, as the same may be amended from time to time, with respect to transactions on behalf of the Fund, and shall furnish the Trustees and the Adviser with such periodic and special reports as the Trustees or the Adviser reasonably may request. HIML hereby agrees that all records which it maintains for the Fund or the Trust are the property of the Trust, agrees to permit the reasonable inspection thereof by the Trust or its designees and agrees to preserve for the periods prescribed under the 1940 Act and the Advisers Act any records which it maintains for the Trust and which are required to be maintained under the 1940 Act and the Advisers Act, and further agrees to surrender promptly to the Trust or its designees any records which it maintains for the Trust upon request by the Trust;
(d) HIML shall submit such reports relating to the valuation of the Fund’s assets and to otherwise assist in the calculation of the net asset value of shares of the Fund as may reasonably be requested;
(e) HIML shall exercise, and/or provide the Adviser with such assistance and advice as the Adviser may reasonably request as to the manner in which to exercise, on behalf of the Fund, such voting rights, subscription rights, rights to consent to corporate action and any other rights pertaining to the Fund’s assets that may be exercised, in accordance with any policy pertaining to the same that may be adopted or agreed to by the Trustees of the Trust, so that the Adviser may exercise such rights if not otherwise exercised by HIML, or, in the event that the Trust retains the right to exercise such voting and other rights, to furnish the Trust with advice as may reasonably be requested as to the manner in which such rights should be exercised;
(f) At such times as shall be reasonably requested by the Trustees or the Adviser, HIML shall provide the Trustees and the Adviser with economic, operational and investment data and reports, including without limitation all information regarding funds withand materials reasonably requested by or requested to be delivered to the Trustees of the Trust pursuant to Section 15(c) of the 1940 Act, and shall make available to the Trustees and the Adviser any economic, statistical and investment services normally available to similar investment objectivescompany clients of HIML; and
(g) HIML will provide to the Adviser for which Perkins provides investment advisoryregulatory filings and other appropriate uses materially accurate and complete information relating to HIML as may be reasonably requested by the Adviser from time to time and, notwithstanding anything herein to the contrary, HIML shall be liable to the Adviser for all damages, costs and expenses, including without limitation reasonable attorney’s fees (hereinafter referred to collectively as “Damages”), incurred by the Adviser as a result of any material inaccuracies or subadvisory services. The table showsomissions in such fund's asset size as of December 31,
2009,information provided by HIML to the rate of compensation paid byAdviser, provided, however, that fund, and whether Perkins has
contractually agreedHIML shall not be liable to waive or reduce compensation received fromthe extent that fund.
(h) Notwithstanding anything to its benchmark index
during a measurement period. This fee rate, as of December 31, 2009, was
0.77%.
(3) Janus Capital has contractually agreedthe contrary herein, theSub-Adviser shall not be required to waive the Portfolio's total annual
fund operating expenses (excludingrender any performance adjustmentslegal advice or initiate litigation with respect to management
fees, distribution and shareholder servicing fees applicable to Service
Shares, the administrative services fee applicable to Service Shares,
brokerage commissions, interest, dividends, taxes, and extraordinary
expensesportfolio assets, including, but not limited to, acquired fundclass action and bankruptcy claims, provided that theSub-Adviser shall render investment advice regarding such matters should such matters arise.
2. Further Obligations. In all matters relating to the performance of this Agreement, HIML shall act in conformity with the Trust’s Trust Instrument, bylaws and currently effective registration statements under the 1940 Act and the 1933 Act and any amendments or supplements thereto (the “Registration Statements”) and with the written policies, procedures and guidelines of the Fund, and written instructions and directions of the Trustees and the Adviser and shall comply with the requirements of the 1940 Act, the Advisers Act, the rules thereunder, and all other applicable federal and state laws and regulations. The Adviser agrees to provide to HIML copies of the Trust’s Trust Instrument, bylaws, Registration Statement, written policies, procedures and guidelines and written instructions and directions of the Trustees and the Adviser, and any amendments or supplements to any of them at, or, if practicable, before the time such materials become effective.
3. Obligations of the Adviser. The Adviser shall have the following obligations under this Agreement:
(a) To keep HIML continuously and fully informed (or cause the custodian of the Fund’s assets to keep HIML so informed) as to the composition of the investment portfolio of the Fund and the nature of all of the Fund’s assets and liabilities from time to time;
(b) To furnish HIML with a certified copy of any financial statement or report prepared for the Fund by certified or independent public accountants and with copies of any financial statements or reports made to the Fund’s shareholders or to any governmental body or securities exchange;
(c) To furnish HIML with any further materials or information which HIML may reasonably request to enable it to perform its function under this Agreement; and
(d) To compensate HIML for its services in accordance with the provisions of Section 4 hereof.
4. Compensation.
[For Janus Henderson Asia Equity Fund]
The Adviser shall pay to HIML for its services under this Agreement a fee equal to 50% of the advisory fee payable to the Adviser from the Fund (plus or minus any performance fee adjustment, and net of reimbursement of expenses incurred or fees waived by the Adviser, or any recoupment of such reimbursement or fee reduction, which shall be shared equally between the Adviser and expenses)HIML). Fees paid to HIML shall be computed and accrued daily and payable monthly as of the last day of each month during which or part of which this Agreement is in effect. For the month during which this Agreement becomes effective
and the month during which it terminates, however, there shall be an appropriate proration of the fee payable for such month based on the number of calendar days of such month during which this Agreement is effective.
[For Janus Henderson Global Real Estate Fund]
The Adviser shall pay to HIML for its services under this Agreement a certain limitfee equal to one third of the advisory fee payable to the Adviser from the Fund (plus or minus any performance fee adjustment, and net of reimbursement of expenses incurred or fees waived by the Adviser, or any recoupment of such reimbursement or fee reduction, which shall be shared equally between the Adviser and HIML). Fees paid to HIML shall be computed and accrued daily and payable monthly as of the last day of each month during which or part of which this Agreement is in effect. For the month during which this Agreement becomes effective and the month during which it terminates, however, there shall be an appropriate proration of the fee payable for such month based on the number of calendar days of such month during which this Agreement is effective.
5. Expenses. HIML shall pay all its own costs and expenses incurred in rendering its service under this Agreement.
6. Representations of HIML. HIML hereby represents, warrants and covenants to the Adviser as follows:
(a) HIML: (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organization necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the legal and corporate authority to enter into and perform the services contemplated by this Agreement; and (v) will immediately notify the Adviser of the occurrence of any event that would disqualify HIML from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise, and of the institution of any administrative, regulatory or judicial proceeding against HIML that could have a material adverse effect upon HIML’s ability to fulfill its obligations under this Agreement.
(b) HIML has adopted a written code of ethics complying with the requirements ofRule 17j-1 under the 1940 Act and, to the extent it is a separate Code of Ethics from that of the Adviser, will provide the Adviser with a copy of such code of ethics, together with evidence of its adoption, and any material changes thereto. Within 45 days after the end of the last calendar quarter of each year that this Agreement is in effect, the chief compliance officer or a director of HIML shall certify to the Adviser that HIML has complied with the requirements of Rule17j-1 during the previous year and that there has been no violation HIML’s code of ethics or, if such a violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Adviser, HIML shall permit the Adviser, its employees or its agents to examine the reports required to be made to HIML by Rule17j-1(c)(1) and all other records relevant to HIML’s code of ethics.
(c) HIML has provided the Adviser with a copy of its Form ADV as most recently filed with the U.S. Securities and Exchange Commission (“SEC”) and will, promptly after filing any amendment to its Form ADV with the SEC, furnish a copy of such amendment to the Adviser.
7. Representations of the Adviser. The Adviser hereby represents, warrants and covenants to HIML as follows:
(a) The Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from fulfilling its obligations under this Agreement; (iii) has met, and will continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organization necessary to be met in order to fulfill its obligations under this Agreement; (iv) has the legal and corporate authority to enter into and perform this Agreement; and (v) will immediately notify HIML of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise, and of the institution of any administrative, regulatory or judicial proceeding against the Adviser that could have a material adverse effect upon the Adviser’s ability to fulfill its obligations under this Agreement.
(b) The Adviser has adopted a written code of ethics complying with the requirements of Rule17j-1 under the 1940 Act and will provide HIML with a copy of such code of ethics, together with evidence of its adoption.
(c) The Adviser has provided HIML with a copy of its Form ADV as most recently filed with the SEC and will, promptly after filing any amendment to its Form ADV with the SEC, furnish a copy of such amendment to HIML.
8. Term. This Agreement shall become effective as of the date first set forth above and shall continue in effect until February 1, 2018, unless sooner terminated in accordance with its terms, and shall continue in effect from year to year thereafter only so long as such continuance is specifically approved at least Mayannually by (a) the vote of a majority of the Trustees of the Trust who are not parties hereto or interested persons of the Trust, the Adviser or HIML, cast in person at a meeting called for the purpose of voting on the approval of the terms of such renewal, and (b) either the Trustees of the Trust or the affirmative vote of a majority of the outstanding voting securities of the Fund. The annual approvals provided for herein shall be effective to continue this Agreement from year to year if given within a period beginning not more than ninety (90) days prior to February 1 2011. The contractual waiverof each applicable year, notwithstanding the fact that more than three hundred sixty-five (365) days may have elapsed since the date on which such approval was last given.
9. Termination. This Agreement may be terminated or modified at any time, priorwithout penalty, by the Trustees or by the shareholders of the Fund acting by vote of at least a majority of its outstanding voting securities, provided in any such case that 60 days’ advance written notice of termination be given to HIML at its principal place of business. This Agreement may be terminated (i) by the Adviser at any time, without penalty by giving 60 days’ advance written notice of termination to HIML; (ii) by HIML at any time, without penalty by giving 90 days’ advance notice to the Adviser and the Trust, unless the Adviser or the Trust requests additional time to find a replacement for HIML, in which case HIML shall allow the additional time requested by the Adviser or the Trust not to exceed 90 days’ beyond the initial 90 days’ notice period unless otherwise agreed to by the Adviser, the Trust and HIML; or (iii) by the Adviser or the Trust without advance notice if HIML becomes unable to discharge its duties and obligations under this Agreement. In addition, this Agreement shall terminate, without penalty, upon the termination of the Advisory Agreement.
10. Assignment. This Agreement shall automatically terminate in the event of its assignment.
11. Amendments. This Agreement may be amended by the parties only in a written instrument signed by the parties to this dateAgreement and only if such amendment is specifically approved (i) by a majority of the Trustees, including a majority of the Trustees who are not interested persons (as that phrase is defined in Section 2(a)(19) of the 1940 Act) of the Trust or the Adviser, HIML or their affiliates, and (ii) if required by applicable law, by the affirmative vote of a majority of the outstanding voting securities of the Fund (as that phrase is defined in Section 2(a)(42) of the 1940 Act).
12. Limitation on Personal Liability. All parties to this Agreement acknowledge and agree that the Trust is a series trust and all debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular series shall be enforceable against the assets held with respect to such series only, and not against the assets of the Trust generally or against the assets held with respect to any other series and further that no Trustee, officer or holder of shares of beneficial interest of the Trust shall be personally liable for any of the foregoing.
13. Limitation of Liability of HIML. The Adviser will not seek to hold HIML, and HIML shall not be, liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission taken with respect to the Fund, except for willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder and except to the extent otherwise provided by law. As used in this section, “HIML” shall include any affiliate of HIML performing services for the Fund contemplated hereunder and directors, officers and employees of HIML and such affiliates.
14. Activities of HIML. The services of HIML hereunder are not to be deemed to be exclusive, and HIML is free to render services to other parties, so long as its services under this Agreement are not materially adversely affected or otherwise impaired thereby. Nothing in this Agreement shall limit or restrict the right of any director, officer or employee of HIML to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any other business, whether of a similar or a dissimilar nature. It is understood that Trustees, officers and shareholders of the Trust are or may become interested in HIML as directors, officers and shareholders of HIML, that directors, officers, employees and shareholders of HIML are or may become similarly interested in the Trust, and that HIML may become interested in the Trust as a shareholder or otherwise.
15. Third Party Beneficiary. The parties expressly acknowledge and agree that the Trust is a third party beneficiary of this Agreement and that the Trust shall have the full right to sue upon and enforce this Agreement in accordance with its terms as if it were a signatory hereto. Any oversight, monitoring or evaluation of the activities of HIML by the Adviser, the Trust or the Fund shall not diminish or relieve in any way the liability of HIML for any of its duties and responsibilities under this Agreement.
16. Notices. Any notice or other communication required to be given pursuant to this Agreement shall be deemed duly given if delivered personally or by overnight delivery service or mailed by certified or registered mail, return receipt requested and postage prepaid, or sent by facsimile addressed to the parties at their respective addresses set forth below, or at such other address as shall be designated by any party in a written notice to the other party.
(a) To the Adviser at:
Janus Henderson Capital Management LLC
151 Detroit Street
Denver, Colorado 80206
Attention: General Counsel
Phone: (303)394-6459
Fax: (303)316-5728
(b) To HIML at:
(c) To the Trust at:
Janus Investment Fund
151 Detroit Street
Denver, Colorado 80206
Attention: Chief Legal Counsel
Phone: (303)394-6459
Fax: (303)316-5728
17. Certain Definitions. The terms “vote of a majority of the outstanding voting securities,” “assignment,” “approved at least annually,” and “interested persons” shall have the respective meanings specified in the 1940 Act, as now in effect or hereafter amended, and the rules and regulations thereunder, subject to such orders, exemptions and interpretations as may be issued by the SEC under the 1940 Act and as may be then in effect.
18. Governing Law. This Agreement shall be construed in accordance with the laws of the State of Colorado (without giving effect to the conflicts of laws principles thereof) and the 1940 Act. To the extent that the applicable laws of the State of Colorado conflict with the applicable provisions of the 1940 Act, the latter shall control.
[Remainder of page intentionally left blank.]
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized officers designated below as of the day and year first above written.
HENDERSON INVESTMENT MANAGEMENT LIMITED | JANUS HENDERSON CAPITAL MANAGEMENT LLC | |||
By: | By: | |||
| Name: | Name: | |||
Title: | Title: | |||
JOINT SPECIAL JANUS MEETING INVESTMENT OF SHAREHOLDERS FUND TO BE HELD ON APRIL 6, 2017
This Proxy is solicited on behalf of the Trustees of Janus Investment Fund. The undersigned, revoking any previous proxies, hereby appoints Bruce Koepfgen, Kathryn Santoro, and Jesper Nergaard or any of them, as attorneys and proxies, with full power of substitution to each, to vote the shares which the undersigned is entitled to vote at the discretionJoint Special Meeting of Shareholders (the “Meeting”) of Janus Investment Fund (the “Trust,” each separate series thereof, a “Fund”), to be held at the JW Marriott Hotel, 150 Clayton Lane, Denver, Colorado, 80206 on April 6, 2017 at 10:00 a.m. Mountain Time and at any adjournment(s) or postponement(s) of such Meeting. As to any other matter that properly comes before the Meeting or any adjournment(s) or postponement(s) thereof, the persons appointed above may vote in accordance with their best judgment.
Receipt of the Notice of a Joint Special Meeting and the accompanying Proxy Statement is hereby acknowledged. The shares of Janus Investment Fund represented hereby will be voted as indicated or FOR the proposals if no choice is indicated.
REGARDING THE IMPORTANT AVAILABLITY NOTICE OF PROXY MATERIALS for the The Joint Proxy Special Statement Meeting for of this Shareholders meeting is available on April 6, at: 2017 . https://www.proxy-direct.com/jif-28315 VOTE ON THE INTERNET Log on to: www or scan .proxy the -direct QR code .com Follow theavailable on-screen 24 hours instructions Call VOTE 1-800 BY- 337 PHONE -3503 Follow the recorded instructions available 24 hours
JIF_28315_122016
FUNDS FUNDS FUNDS
Fundname Drop-In 1 Fundname Drop-In 2 Fundname Drop-In 3 Fundname Drop-In 4 Fundname Drop-In 5 Fundname Drop-In 6 Fundname Drop-In 7 Fundname Drop-In 8 Fundname Drop-In 9 Fundname Drop-In 10 Fundname Drop-In 11 Fundname Drop-In 12 Fundname Drop-In 13 Fundname Drop-In 14 Fundname Drop-In 15 Fundname Drop-In 16 Fundname Drop-In 17 Fundname Drop-In 18 Fundname Drop-In 19 Fundname Drop-In 20
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES. The Board of Trustees recommends that you vote FOR the following Proposal(s):
TO VOTE MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: X
+
A Proposals
1 . To approve a new investment advisory agreement between the Trust, on behalf of your Fund, and Janus Capital Management LLC (“Janus Capital” or the “Adviser”).
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
01 Fundname Drop-In 1 ? ? ? 02 Fundname Drop-In 2 ? ? ?
03 Fundname Drop-In 3 ? ? ? 04 Fundname Drop-In 4 ? ? ?
05 Fundname Drop-In 5 ? ? ? 06 Fundname Drop-In 6 ? ? ?
07 Fundname Drop-In 7 ? ? ? 08 Fundname Drop-In 8 ? ? ?
09 Fundname Drop-In 9 ? ? ? 10 Fundname Drop-In 10 ? ? ?
11 Fundname Drop-In 11 ? ? ? 12 Fundname Drop-In 12 ? ? ?
13 Fundname Drop-In 13 ? ? ? 14 Fundname Drop-In 14 ? ? ?
15 Fundname Drop-In 15 ? ? ? 16 Fundname Drop-In 16 ? ? ?
17 Fundname Drop-In 17 ? ? ? 18 Fundname Drop-In 18 ? ? ?
19 Fundname Drop-In 19 ? ? ? 20 Fundname Drop-In 20 ? ? ? +
To approve a new sub-advisory agreement between the Adviser and your Fund’s current Sub-Adviser as follows: + 2A. To approve a new sub-advisory agreement between the Adviser and INTECH Investment Management LLC (“INTECH”).
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
01 Fundname Drop-In 1 02 Fundname Drop-In 2
03 Fundname Drop-In 3 04 Fundname Drop-In 4 2B. To approve a new sub-advisory agreement between the Adviser and Perkins Investment Management LLC (“Perkins”).
FOR AGAINSTABSTAIN FOR AGAINST ABSTAIN
01 Fundname Drop-In 1 02 Fundname Drop-In 2
03 Fundname Drop-In 3 04 Fundname Drop-In 4
05 Fundname Drop-In 5 06 Fundname Drop-In 6
07 Fundname Drop-In 7
2C. To approve a new sub-advisory agreement between the Adviser and Janus Capital Singapore Pte. Limited (“Janus Singapore”).
FOR AGAINST ABSTAIN
01 Fundname Drop-In 1
3. To approve a sub-advisory agreement between the Adviser and Henderson Investment Management Limited (“HIML”).
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
01 Fundname Drop-In 1 02 Fundname Drop-In 2
4. To elect an additional Trustee to the Board of Trustees of the Trust.
01. Diane L. Wallace
FOR WITHHOLD FOR WITHHOLD
01 Fundname Drop-In 1 02 Fundname Drop-In 2
03 Fundname Drop-In 3 04 Fundname Drop-In 4
05 Fundname Drop-In 5 06 Fundname Drop-In 6
07 Fundname Drop-In 7 08 Fundname Drop-In 8
09 Fundname Drop-In 9 10 Fundname Drop-In 10
11 Fundname Drop-In 11 12 Fundname Drop-In 12
13 Fundname Drop-In 13 14 Fundname Drop-In 14
15 Fundname Drop-In 15 16 Fundname Drop-In 16
17 Fundname Drop-In 17 18 Fundname Drop-In 18
19 Fundname Drop-In 19 20 Fundname Drop-In 20
5. To approve a proposal that would authorize the Adviser to enter into and materially amend sub-advisory agreements in the future with wholly-owned sub-advisers approval (the “Manager and unaffiliated of Managers sub-advisers, Proposal”) with . the approval of the Board of Trustees. The expense limit is described in the "Management
Expenses" section of the respective prospectus.
(4) The Fund pays an investment advisory fee rate that adjusts up or down based
upon the Fund's performance relative to its benchmark index during a
measurement period. Any applicable performance adjustment began January 1,
2010 for the Fund.
(5) Janus Capital has contractually agreed to waive the Fund's total annual fund
operating expenses (excluding any performance adjustments to management
fees, distribution and shareholder servicing fees (12b-1) applicable to
Class A Shares, Class C Shares, Class R Shares, and Class S Shares, the
administrative fees payable pursuant to the Transfer Agency Agreement
applicable to Class D Shares, Class L Shares, Class R Shares, Class S
Shares, and Class T Shares, brokerage commissions, interest, dividends,
taxes, and extraordinary expenses including, but not limited to, acquired
fund fees and expenses) to a certain limit until at least February 16, 2011.
The contractual waiver may be terminated or modified at any time prior to
this date at the discretion of the Board of Trustees. The expense limit is
described in the "Management Expenses" section of the respective prospectus.
(6) The Fund pays an investment advisory fee rate that adjusts up or down based
upon the Fund's performance relative to its benchmark index during a
measurement period. This fee rate, as of October 31, 2009, was 0.78%.
J-1
APPENDIX K
NUMBER OF OUTSTANDING SHARES AND NET ASSETS
The following table shows, as of the close of business on March 17, 2010,
the number of outstanding shares and net assets of each class of each Fund, as
applicable:
TOTAL NUMBER
OF SHARES
FUND SHARE CLASS OUTSTANDING NET ASSETS
---- ---------------------------- ------------------ --------------
Janus Balanced Fund
Class A Shares.............. 17,332,524.3250 $ 439,726,142
Class C Shares.............. 13,576,058.7020 $ 344,153,088
Class D Shares.............. 38,870,809.6120 $ 986,152,440
Class I Shares.............. 7,703,270.6520 $ 195,354,944
Class R Shares.............. 3,253,603.5380 $ 82,478,850
Class S Shares.............. 24,163,853.1960 $ 613,036,956
Class T Shares.............. 116,849,844.4620 $2,963,312,056
Janus Contrarian Fund
Class A Shares.............. 5,445,648.5590 $ 76,729,188
Class C Shares.............. 4,983,399.1950 $ 69,817,423
Class D Shares.............. 159,463,091.7990 $2,250,024,225
Class I Shares.............. 7,142,188.3070 $ 100,776,277
Class R Shares.............. 215,420.7940 $ 3,028,816
Class S Shares.............. 602,913.0060 $ 8,495,044
Class T Shares.............. 135,499,341.1900 $1,911,895,704
Janus Enterprise Fund
Class A Shares.............. 1,619,077.9650 $ 81,261,523
Class C Shares.............. 494,449.2860 $ 24,677,964
Class D Shares.............. 16,252,179.6460 $ 816,672,027
Class I Shares.............. 10,537,636.3570 $ 530,148,485
Class R Shares.............. 1,030,192.4860 $ 51,561,134
Class S Shares.............. 4,636,643.1320 $ 232,481,287
Class T Shares.............. 17,891,519.6150 $ 899,048,861
Janus Flexible Bond Fund
Class A Shares.............. 25,394,309.9420 $ 267,656,027
Class C Shares.............. 19,107,487.8050 $ 201,583,996
Class D Shares.............. 59,331,768.2770 $ 625,356,838
Class I Shares.............. 61,047,990.4620 $ 643,445,819
Class R Shares.............. 496,974.5120 $ 5,243,081
Class S Shares.............. 5,979,628.8300 $ 63,085,084
Class T Shares.............. 56,217,721.1140 $ 592,534,781
K-1
TOTAL NUMBER
OF SHARES
FUND SHARE CLASS OUTSTANDING NET ASSETS
---- ---------------------------- ------------------ --------------
Janus Forty Fund
Class A Shares.............. 30,351,386.8600 $1,007,059,016
Class C Shares.............. 20,907,054.9010 $ 666,935,051
Class I Shares.............. 51,188,663.3230 $1,706,118,149
Class R Shares.............. 6,691,337.9520 $ 216,063,302
Class S Shares.............. 97,080,253.6760 $3,182,290,715
Class T Shares.............. 164,561.9420 $ 5,402,569
Janus Fund
Class A Shares.............. 4,721,658.6510 $ 127,815,300
Class C Shares.............. 236,977.5590 $ 6,386,545
Class D Shares.............. 182,700,001.8140 $4,947,516,049
Class I Shares.............. 4,681,005.3220 $ 126,855,244
Class R Shares.............. 45,609.9160 $ 1,231,468
Class S Shares.............. 3,087,947.7640 $ 83,559,866
Class T Shares.............. 148,389,828.4742 $4,016,912,657
Janus Global Life Sciences Fund
Class A Shares.............. 31,593.5590 $ 713,383
Class C Shares.............. 1,517.1850 $ 34,106
Class D Shares.............. 20,537,809.1100 $ 464,359,864
Class I Shares.............. 141,204.4300 $ 3,194,044
Class S Shares.............. 8,395.8310 $ 189,158
Class T Shares.............. 11,352,515.7800 $ 256,680,382
Janus Global Opportunities Fund
Class A Shares.............. 25,056.7520 $ 291,911
Class C Shares.............. 1,022.3410 $ 11,849
Class D Shares.............. 6,766,479.0480 $ 79,032,475
Class I Shares.............. 3,195.0460 $ 37,063
Class S Shares.............. 57,490.8760 $ 673,793
Class T Shares.............. 2,152,302.2900 $ 25,138,891
Janus Global Real Estate Fund
Class A Shares.............. 323,371.3170 $ 2,751,890
Class C Shares.............. 102,458.0100 $ 872,942
Class D Shares.............. 108,369.6510 $ 926,561
Class I Shares.............. 2,220,803.0290 $ 18,987,866
Class S Shares.............. 61,119.2220 $ 520,125
Class T Shares.............. 28,569.3870 $ 243,697
Janus Global Research Fund
Class A Shares.............. 11,628.7860 $ 148,500
Class C Shares.............. 16,911.0900 $ 214,602
K-2
TOTAL NUMBER
OF SHARES
FUND SHARE CLASS OUTSTANDING NET ASSETS
---- ---------------------------- ------------------ --------------
Class D Shares.............. 8,743,334.8680 $ 111,827,253
Class I Shares.............. 1,019,729.4000 $ 13,042,339
Class S Shares.............. 960.7740 $ 12,240
Class T Shares.............. 8,557,972.1530 $ 109,456,464
Janus Global Technology Fund
Class A Shares.............. 47,830.1200 $ 702,624
Class C Shares.............. 24,767.8850 $ 362,106
Class D Shares.............. 37,524,748.1970 $ 551,989,046
Class I Shares.............. 73,948.1740 $ 1,089,996
Class S Shares.............. 12,673.4070 $ 185,919
Class T Shares.............. 18,802,855.6320 $ 276,590,006
Janus Government Money Market Fund
Class D Shares.............. 210,130,340.6170 $ 210,130,341
Class T Shares.............. 4,470,828.2940 $ 4,470,828
Janus Growth and Income Fund
Class A Shares.............. 644,235.7330 $ 19,024,281
Class C Shares.............. 183,005.0690 $ 5,391,329
Class D Shares.............. 64,890,152.7190 $1,918,152,914
Class I Shares.............. 2,015,993.3180 $ 59,592,762
Class R Shares.............. 73,538.2950 $ 2,171,586
Class S Shares.............. 2,304,857.0710 $ 68,131,575
Class T Shares.............. 64,737,180.7480 $1,913,631,063
Janus High-Yield Fund
Class A Shares.............. 11,762,482.8310 $ 101,039,728
Class C Shares.............. 8,070,095.4700 $ 69,322,120
Class D Shares.............. 28,407,711.9360 $ 243,738,168
Class I Shares.............. 6,385,262.7220 $ 54,849,407
Class R Shares.............. 172,495.6370 $ 1,480,013
Class S Shares.............. 850,164.1820 $ 7,311,412
Class T Shares.............. 85,472,719.4100 $ 733,355,933
Janus International Equity Fund
Class A Shares.............. 6,821,071.1510 $ 72,166,933
Class C Shares.............. 1,941,847.3360 $ 20,195,212
Class D Shares.............. 55,294.9130 $ 583,914
Class I Shares.............. 11,009,847.9730 $ 116,153,896
Class R Shares.............. 76,969.3380 $ 807,408
Class S Shares.............. 540,742.6880 $ 5,791,354
Class T Shares.............. 62,410.8800 $ 656,562
K-3
TOTAL NUMBER
OF SHARES
FUND SHARE CLASS OUTSTANDING NET ASSETS
---- ---------------------------- ------------------ --------------
Janus International Forty Fund
Class A Shares.............. 294,549.0880 $ 2,403,521
Class C Shares.............. 158,411.3970 $ 1,284,716
Class D Shares.............. 50,834.8500 $ 417,862
Class I Shares.............. 759,781.8110 $ 6,245,406
Class S Shares.............. 79,666.3800 $ 651,671
Class T Shares.............. 67,746.7950 $ 554,169
Janus Long/Short Fund
Class A Shares.............. 2,977,378.9610 $ 29,863,111
Class C Shares.............. 5,000,671.7920 $ 49,256,617
Class I Shares.............. 3,653,365.5860 $ 36,898,992
Class R Shares.............. 20,707.0990 $ 195,268
Class S Shares.............. 189,727.3880 $ 1,923,836
Class T Shares.............. 118,967.7980 $ 1,202,764
Janus Modular Portfolio Construction Fund
Class A Shares.............. 357,805.8570 $ 3,556,590
Class C Shares.............. 272,741.6850 $ 2,700,143
Class I Shares.............. 157,232.0450 $ 1,569,176
Class S Shares.............. 31,319.2850 $ 310,687
Class T Shares.............. 3,527.5310 $ 35,169
Janus Money Market Fund
Class D Shares.............. 1,260,995,240.4560 $1,260,995,240
Class T Shares.............. 169,333,142.9180 $ 169,333,143
Janus Orion Fund
Class A Shares.............. 2,866,158.5740 $ 30,696,558
Class C Shares.............. 1,178,970.2560 $ 12,556,033
Class D Shares.............. 202,240,909.4750 $2,170,044,959
Class I Shares.............. 2,883,196.3990 $ 30,936,697
Class R Shares.............. 211,916.6940 $ 2,265,389
Class S Shares.............. 1,320,062.0390 $ 14,137,864
Class T Shares.............. 137,408,084.0130 $1,473,014,661
Janus Overseas Fund
Class A Shares.............. 13,141,950.2780 $ 609,655,073
Class C Shares.............. 5,522,474.4930 $ 255,193,546
Class D Shares.............. 53,038,846.9140 $2,462,063,274
Class I Shares.............. 17,473,617.9840 $ 811,824,292
Class R Shares.............. 2,918,169.6130 $ 135,140,435
Class S Shares.............. 37,021,807.7080 $1,716,331,005
Class T Shares.............. 137,247,184.0580 $6,369,641,812
K-4
TOTAL NUMBER
OF SHARES
FUND SHARE CLASS OUTSTANDING NET ASSETS
---- ---------------------------- ------------------ --------------
Janus Research Core Fund
Class A Shares.............. 277,541.2640 $ 5,542,499
Class C Shares.............. 435,593.6800 $ 8,668,314
Class D Shares.............. 16,072,983.6790 $ 320,334,565
Class I Shares.............. 270,292.6010 $ 5,386,932
Class R Shares.............. 69,407.4180 $ 1,383,290
Class S Shares.............. 1,159,669.5800 $ 23,135,408
Class T Shares.............. 13,301,587.5920 $ 265,100,641
Janus Research Fund
Class A Shares.............. 10,677.8710 $ 274,208
Class C Shares.............. 4,676.7970 $ 119,539
Class D Shares.............. 69,102,752.6710 $1,775,940,744
Class I Shares.............. 1,992,583.6040 $ 51,229,324
Class S Shares.............. 494.9580 $ 12,681
Class T Shares.............. 53,992,431.2610 $1,387,605,483
Janus Short-Term Bond Fund
Class A Shares.............. 29,846,516.4240 $ 91,927,271
Class C Shares.............. 14,791,274.7670 $ 45,557,126
Class D Shares.............. 71,246,636.2720 $ 220,152,106
Class I Shares.............. 39,902,359.2070 $ 122,899,266
Class S Shares.............. 1,935,212.6830 $ 5,960,455
Class T Shares.............. 543,730,408.2730 $1,680,126,962
Janus Smart Portfolio - Conservative
Class A Shares.............. 57,013.6300 $ 661,358
Class C Shares.............. 95,588.5710 $ 1,104,048
Class D Shares.............. 11,044,362.0300 $ 128,335,487
Class I Shares.............. 37,686.2970 $ 437,538
Class S Shares.............. 9,980.3110 $ 115,772
Class T Shares.............. 792,966.0740 $ 9,214,266
Janus Smart Portfolio - Growth
Class A Shares.............. 30,975.8350 $ 354,364
Class C Shares.............. 39,013.0010 $ 444,358
Class D Shares.............. 17,780,588.7790 $ 203,765,547
Class I Shares.............. 163,610.0390 $ 1,874,971
Class S Shares.............. 2,034.5210 $ 23,255
Class T Shares.............. 1,071,139.9720 $ 12,275,264
Janus Smart Portfolio - Moderate
Class A Shares.............. 161,996.9820 $ 1,885,645
Class C Shares.............. 145,388.2770 $ 1,683,596
K-5
TOTAL NUMBER
OF SHARES
FUND SHARE CLASS OUTSTANDING NET ASSETS
---- ---------------------------- ------------------ --------------
Class D Shares.............. 15,688,228.3850 $ 182,610,978
Class I Shares.............. 105,647.5990 $ 1,229,738
Class S Shares.............. 1,041.3030 $ 12,090
Class T Shares.............. 883,801.6670 $ 10,287,451
Janus Triton Fund
Class A Shares.............. 1,610,789.0410 $ 22,051,702
Class C Shares.............. 643,883.0540 $ 8,801,881
Class D Shares.............. 13,359,704.5900 $ 182,894,356
Class I Shares.............. 1,066,053.6080 $ 14,615,595
Class R Shares.............. 133,200.6470 $ 1,828,845
Class S Shares.............. 557,195.7340 $ 7,622,438
Class T Shares.............. 18,219,335.9240 $ 249,422,709
Janus Twenty Fund
Class D Shares.............. 84,148,744.0150 $5,392,251,516
Class T Shares.............. 70,451,173.0020 $4,513,806,654
Janus Venture Fund
Class D Shares.............. 18,587,874.5480 $ 881,808,769
Class T Shares.............. 4,589,219.3730 $ 217,666,675
Janus Worldwide Fund
Class A Shares.............. 52,086.6040 $ 2,225,661
Class C Shares.............. 29,924.2750 $ 1,276,270
Class D Shares.............. 29,992,899.9970 $1,283,996,049
Class I Shares.............. 966,357.8890 $ 41,360,118
Class R Shares.............. 12,822.7150 $ 547,915
Class S Shares.............. 1,542,433.8220 $ 65,954,470
Class T Shares.............. 26,429,340.8390 $1,131,440,081
INTECH Risk-Managed Core Fund
Class A Shares.............. 1,102,162.0470 $ 13,148,793
Class C Shares.............. 648,562.6110 $ 7,724,381
Class D Shares.............. 12,932,378.1900 $ 154,283,272
Class I Shares.............. 4,660,369.5790 $ 55,598,209
Class S Shares.............. 395,651.4670 $ 4,716,165
Class T Shares.............. 5,953,227.2710 $ 71,022,001
INTECH Risk-Managed Growth Fund
Class A Shares.............. 1,490,148.7100 $ 17,255,922
Class C Shares.............. 416,990.2500 $ 4,678,631
Class I Shares.............. 70,376,729.4950 $ 810,036,156
Class S Shares.............. 1,662,891.5330 $ 19,206,397
Class T Shares.............. 1,337.5450 $ 15,435
K-6
TOTAL NUMBER
OF SHARES
FUND SHARE CLASS OUTSTANDING NET ASSETS
---- ---------------------------- ------------------ --------------
INTECH Risk-Managed International Fund
Class A Shares.............. 273,230.3210 $ 1,953,597
Class C Shares.............. 265,750.6330 $ 1,902,775
Class I Shares.............. 362,059.6170 $ 2,585,106
Class S Shares.............. 266,345.0970 $ 1,904,367
Class T Shares.............. 1,598.7940 $ 11,399
INTECH Risk-Managed Value Fund
Class A Shares.............. 461,745.0510 $ 4,077,209
Class C Shares.............. 40,665.9470 $ 357,860
Class I Shares.............. 8,313,313.9440 $ 73,655,962
Class S Shares.............. 27,243.2990 $ 240,558
Class T Shares.............. 3,046.1360 $ 26,958
Perkins Large Cap Value Fund
Class A Shares.............. 175,142.7680 $ 2,273,353
Class C Shares.............. 89,292.4730 $ 1,153,659
Class D Shares.............. 49,156.7400 $ 638,546
Class I Shares.............. 5,147,858.3120 $ 66,922,158
Class S Shares.............. 50,146.9590 $ 651,409
Class T Shares.............. 14,047.7050 $ 182,339
Perkins Mid Cap Value Fund
Class A Shares.............. 49,102,083.0710 $1,033,107,828
Class C Shares.............. 7,922,725.8000 $ 166,060,333
Class D Shares.............. 42,165,619.4020 $ 887,164,632
Class I Shares.............. 82,859,103.2300 $1,744,184,123
Class L Shares.............. 19,330,394.2710 $ 409,417,751
Class R Shares.............. 4,931,367.5590 $ 103,608,032
Class S Shares.............. 28,926,071.6200 $ 608,315,286
Class T Shares.............. 357,458,442.1870 $7,520,925,624
Perkins Small Cap Value Fund
Class A Shares.............. 2,479,233.0720 $ 55,757,952
Class C Shares.............. 795,255.8600 $ 17,781,921
Class D Shares.............. 3,011,822.3100 $ 67,705,766
Class I Shares.............. 19,586,747.1080 $ 441,093,545
Class L Shares.............. 32,778,998.6030 $ 746,705,588
Class R Shares.............. 367,978.4800 $ 8,250,078
Class S Shares.............. 2,160,598.7750 $ 48,527,048
Class T Shares.............. 45,229,761.7970 $1,016,765,045
K-7
APPENDIX L
5% BENEFICIAL OWNERS OF OUTSTANDING SHARES
As of March 17, 2010, the percentage ownership of any person or entity
owning 5% or more of the outstanding shares of any class of the Funds is listed
below. To the best knowledgeTrustees of the Trust, as of March but without obtaining additional shareholder
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
01 Fundname Drop-In 1 02 Fundname Drop-In 2
03 Fundname Drop-In 3 04 Fundname Drop-In 4
05 Fundname Drop-In 5 06 Fundname Drop-In 6
07 Fundname Drop-In 7 08 Fundname Drop-In 8
09 Fundname Drop-In 9 10 Fundname Drop-In 10
11 Fundname Drop-In 11 12 Fundname Drop-In 12
13 Fundname Drop-In 13 14 Fundname Drop-In 14
15 Fundname Drop-In 15 16 Fundname Drop-In 16
17 2010, no other person
or entity owned beneficially more than 5% ofFundname Drop-In 17 18 Fundname Drop-In 18
19 Fundname Drop-In 19 20 Fundname Drop-In 20
B Authorized Signatures ─ This section must be completed for your vote to be counted.─ Sign and Date Below
Date (mm/dd/yyyy) ─ Please print date below Signature 1 ─ Please keep signature within the outstanding shares of any class
ofbox Signature 2 ─ Please keep signature within the Funds, except as shown. Additionally, to the best knowledge of the Trust,
except for Janus Capital's or JCGI's ownership in a Fund, no other person or
entity beneficially owned 25% or more of the outstanding shares of any class of
the Funds, except as shown. In certain circumstances, Janus Capital's or JCGI's
ownership may not represent beneficial ownership. To the best knowledge of the
Trust, other entities shown as owning more than 25% of the outstanding shares of
a class of a Fund are not the beneficial owners of such shares, unless otherwise
indicated.
Name of Fund and Class Shareholder and Address of Record Percentage of Ownership
--------------------------------------------------------------------------------------------------------------------
INTECH Risk-Managed Core Fund Mercer Trust Company Tr 31.27%
Class A Shares FBO Securitas Security Services USA
Incentive Savings & Retirement Plan
Norwood, MA
Charles Schwab & Co., Inc. 31.18%
Special Custody Account
FBO Institutional Client Accounts
San Francisco, CA
Deutz Corporation Executive Income 11.02%
Norcross, GA
INTECH Risk-Managed Growth Pershing LLC 39.07%
Fund Jersey City, NJ
Class A Shares
NFS LLC 16.59%
FEBO State Street Bank Trustco
Trustee Various Retirement Plans
Purchase, NY
Charles Schwab & Co., Inc. 8.76%
Special Custody Account
FBO Institutional Client Accounts
Attn: Mutual Funds
San Francisco, CA
T Rowe Price Trust Co. 8.29%
FBO RPS Clients
Baltimore, MD
Mitra & Co. FBO 98 5.37%
C/O M&I Trust Co., NA
Milwaukee, WI
UBS Financial Services Inc. 5.14%
FBO San Jose State University
San Jose, CA
INTECH Risk-Managed Janus Capital Group Inc. 97.88%*
International Fund Denver, CO
Class A Shares
* This ownership represents seed capital that Janus Capital or an affiliate
provided for the Fund.
L-1
Name of Fund and Class Shareholder and Address of Record Percentage of Ownership
--------------------------------------------------------------------------------------------------------------------
INTECH Risk-Managed Value Fund Wilmington Trust Company 83.06%
Class A Shares Cust. FBO Blanchard Valley Health Assoc 403B
A/C 069363-001 1
Wilmington, DE
Charles Schwab & Co., Inc. 11.36%
Special Custody Account
FBO Institutional Client Accounts
Attn: Mutual Funds
San Francisco, CA
Janus Balanced Fund Charles Schwab & Co., Inc. 28.37%
Class A Shares Special Custody Account
FBO Institutional Client Accounts
San Francisco, CA
Merrill Lynch Pierce Fenner & Smith, Inc. 14.01%
For the Sole Benefit of Customers
Jacksonville, FL
American Enterprise Investment Svc. 7.46%
FBO 890000611
Minneapolis, MN
Raymond James 6.31%
House Acct. Firm #92500015
Omnibus For Mutual Funds
St. Petersburg, FL
Pershing LLC 5.14%
Jersey City, NJ
Janus Contrarian Fund Charles Schwab & Co., Inc. 59.17%
Class A Shares Special Custody Account
FBO Institutional Client Accounts
San Francisco, CA
Raymond James 6.27%
House Acct. Firm #92500015
Omnibus For Mutual Funds
St. Petersburg, FL
Janus Enterprise Fund Charles Schwab & Co., Inc. 19.66%
Class A Shares Special Custody Account
FBO Institutional Client Accounts
San Francisco, CA
Merrill Lynch Pierce Fenner & Smith, Inc. 11.50%
For the Sole Benefit of Customers
Jacksonville, FL
Merrill Lynch Life Ins. Co. 11.33%
Cedar Rapids, IA
NFS LLC 9.92%
FEBO Marshall & Ilsley Trust Co., NA
FBO Bank 98 Dly. Rcrdkpg.
Milwaukee, WI
Janus Flexible Bond Fund Charles Schwab & Co., Inc. 42.69%
Class A Shares Special Custody Account
FBO Institutional Client Accounts
San Francisco, CA
L-2
Name of Fund and Class Shareholder and Address of Record Percentage of Ownership
--------------------------------------------------------------------------------------------------------------------
Merrill Lynch Pierce Fenner & Smith, Inc. 8.94%
For the Sole Benefit of Customers
Jacksonville, FL
Raymond James 5.34%
House Acct. Firm #92500015
Omnibus For Mutual Funds
St. Petersburg, FL
Janus Forty Fund Charles Schwab & Co., Inc. 27.19%
Class A Shares Special Custody Account
FBO Institutional Client Accounts
San Francisco, CA
Merrill Lynch Pierce Fenner & Smith, Inc. 14.57%
For the Sole Benefit of Customers
Jacksonville, FL
Merrill Lynch Life Ins. Co. 6.16%
Cedar Rapids, IA
Janus Fund American Enterprise Investment Svc. 96.76%
Class A Shares FBO 890000611
Minneapolis, MN
Janus Global Life Sciences Fund Morgan Stanley & Co. 61.01%
Class A Shares Jersey City, NJ
Wells Fargo Investments LLC 5.62%
Account 7257-7562
Minneapolis, MN
Janus Global Opportunities Fund Charles Schwab & Co., Inc. 59.35%
Class A Shares Special Custody Account
FBO Institutional Client Accounts
San Francisco, CA
Morgan Stanley & Co. 19.70%
Jersey City, NJ
American Enterprise Investment Svc. 9.13%
FBO 890000611
Minneapolis, MN
Raymond James 7.10%
House Acct. Firm #92500015
Omnibus For Mutual Funds
St. Petersburg, FL
Janus Global Real Estate Fund Raymond James 34.75%
Class A Shares House Acct. Firm #92500015
Omnibus For Mutual Funds
St. Petersburg, FL
Charles Schwab & Co., Inc. 31.36%
Special Custody Account
FBO Institutional Client Accounts
San Francisco, CA
Janus Capital Group Inc. 16.80%*
Denver, CO
Pershing LLC 9.13%
Jersey City, NJ
* This ownership represents seed capital that Janus Capital or an affiliate
provided for the Fund.
L-3
Name of Fund and Class Shareholder and Address of Record Percentage of Ownership
--------------------------------------------------------------------------------------------------------------------
Janus Global Research Fund LPL Financial 28.72%
Class A Shares Account 2483-6286
San Diego, CA
LPL Financial 19.75%
Account 5468-8560
San Diego, CA
LPL Financial 14.38%
Account 3718-1018
San Diego, CA
LPL Financial 14.38%
Account 6112-7795
San Diego, CA
American Enterprise Investment Svc. 13.96%
FBO 890000611
Minneapolis, MN
LPL Financial 6.52%
Account 5604-6567
San Diego, CA
Janus Global Technology Fund Charles Schwab & Co., Inc. 25.02%
Class A Shares Special Custody Account
FBO Institutional Client Accounts
San Francisco, CA
Pershing LLC 23.27%
Jersey City, NJ
American Enterprise Investment Svc. 16.62%
FBO 890000611
Minneapolis, MN
Merrill Lynch Pierce Fenner & Smith, Inc. 7.90%
For the Sole Benefit of Customers
Jacksonville, FL
Raymond James 5.32%
House Acct. Firm #92500015
Omnibus For Mutual Funds
St. Petersburg, FL
Janus Growth and Income Fund Charles Schwab & Co., Inc. 78.17%
Class A Shares Special Custody Account
FBO Institutional Client Accounts
San Francisco, CA
American Enterprise Investment Svc. 5.31%
FBO 890000611
Minneapolis, MN
Janus High-Yield Fund Charles Schwab & Co., Inc. 35.87%
Class A Shares Special Custody Account
FBO Institutional Client Accounts
San Francisco, CA
Citigroup Global Markets 9.79%
House Account
Owings Mills, MD
Pershing LLC 6.26%
Jersey City, NJ
L-4
Name of Fund and Class Shareholder and Address of Record Percentage of Ownership
--------------------------------------------------------------------------------------------------------------------
UBS Financial Services Inc. 5.25%
FBO First Hawaiian Bank
Custodian for Hotel Industry
Pension Fund Defined Benefit
Honolulu, HI
UBS Financial Services Inc. 5.04%
FBO Steven Grossman
Janus High Yield
Smithtown, NY
Janus International Equity Fund Charles Schwab & Co., Inc. 74.09%
Class A Shares Special Custody Account
FBO Institutional Client Accounts
San Francisco, CA
Morgan Stanley & Co. 7.15%
Jersey City, NJ
Janus International Forty Fund Charles Schwab & Co., Inc. 39.76%
Class A Shares Special Custody Account
FBO Institutional Client Accounts
San Francisco, CA
Janus Capital Group Inc. 8.60%*
Denver, CO
American Enterprise Investment Svc. 7.70%
FBO 890000611
Minneapolis, MN
Pershing LLC 6.51%
Jersey City, NJ
Janus Long/Short Fund Charles Schwab & Co., Inc. 31.97%
Class A Shares Special Custody Account
FBO Institutional Client Accounts
San Francisco, CA
Citigroup Global Markets 13.67%
House Account
Owings Mills, MD
Merrill Lynch Pierce Fenner & Smith, Inc. 9.07%
For the Sole Benefit of Customers
Jacksonville, FL
Morgan Stanley & Co. 6.88%
Jersey City, NJ
American Enterprise Investment Svc. 6.18%
FBO 890000611
Minneapolis, MN
Janus Modular Portfolio Pershing LLC 26.99%
Construction Fund Jersey City, NJ
Class A Shares
American Enterprise Investment Svc. 25.74%
FBO 890000611
Minneapolis, MN
Janus Capital Group Inc. 7.17%*
Denver, CO
* This ownership represents seed capital that Janus Capital or an affiliate
provided for the Fund.
L-5
Name of Fund and Class Shareholder and Address of Record Percentage of Ownership
--------------------------------------------------------------------------------------------------------------------
Raymond James 5.25%
House Acct. Firm #92500015
Omnibus For Mutual Funds
St. Petersburg, FL
Janus Orion Fund Charles Schwab & Co., Inc. 53.67%
Class A Shares Special Custody Account
FBO Institutional Client Accounts
San Francisco, CA
Pershing LLC 9.06%
Jersey City, NJ
Raymond James 8.65%
House Acct. Firm #92500015
Omnibus For Mutual Funds
St. Petersburg, FL
Janus Overseas Fund Charles Schwab & Co., Inc. 29.51%
Class A Shares Special Custody Account
FBO Institutional Client Accounts
San Francisco, CA
Merrill Lynch Pierce Fenner & Smith, Inc. 12.17%
For the Sole Benefit of Customers
Attn: Service Team
Jacksonville, FL
Morgan Stanley & Co. 9.00%
Jersey City, NJ
Janus Research Core Fund Charles Schwab & Co., Inc. 69.63%
Class A Shares Special Custody Account
FBO Institutional Client Accounts
San Francisco, CA
Janus Research Fund American Enterprise Investment Svc. 46.90%
Class A Shares FBO 890000611
Minneapolis, MN
Charles Schwab & Co., Inc. 40.89%
Special Custody Account
FBO Institutional Client Accounts
San Francisco, CA
Raymond James 5.82%
House Acct. Firm #92500015
Omnibus For Mutual Funds
St. Petersburg, FL
Janus Short-Term Bond Fund Charles Schwab & Co., Inc. 40.64%
Class A Shares Special Custody Account
FBO Institutional Client Accounts
San Francisco, CA
Merrill Lynch Pierce Fenner & Smith, Inc. 10.91%
For the Sole Benefit of Customers
Jacksonville, FL
Raymond James 8.55%
House Acct. Firm #92500015
Omnibus For Mutual Funds
St. Petersburg, FL
Morgan Stanley & Co. 5.03%
Jersey City, NJ
L-6
Name of Fund and Class Shareholder and Address of Record Percentage of Ownership
--------------------------------------------------------------------------------------------------------------------
Janus Smart Portfolio - Conservative American Enterprise Investment Svc. 28.38%
Class A Shares FBO 890000611
Minneapolis, MN
Pershing LLC 25.17%
Jersey City, NJ 07399-0002
Ridge Clearing and Outsourcing 7.17%
FBO 421-06361-16
Jersey City, NJ
Edward D. Jones & Co, Custodian 5.46%
FBO Loretta Kramm IRA
Lometa, TX
Janus Smart Portfolio - Growth American Enterprise Investment Svc. 87.11%
Class A Shares FBO 890000611
Minneapolis, MN
NFS LLC 5.14%
FEBO Bea A. Allgood, TOD on File
Fremont, NE
Janus Smart Portfolio - Moderate Raymond James 24.51%
Class A Shares House Acct. Firm #92500015
Omnibus For Mutual Funds
St. Petersburg, FL
American Enterprise Investment Svc. 17.39%
FBO 890000611
Minneapolis, MN
Pershing LLC 15.47%
Jersey City, NJ
LPL Financial 5.01%
Account 5619-6568
San Diego, CA
Janus Triton Fund Charles Schwab & Co., Inc. 42.22%
Class A Shares Special Custody Account
FBO Institutional Client Accounts
San Francisco, CA
Wells Fargo Bank NA, Trustee 6.73%
FBO Chesterfield Cnty. DCP 457B
Greenwood Village, CO
American Enterprise Investment Svc. 5.04%
FBO 890000611
Minneapolis, MN
Janus Worldwide Fund Charles Schwab & Co., Inc. 51.23%
Class A Shares Special Custody Account
FBO Institutional Client Accounts
San Francisco, CA
Perkins Large Cap Value Fund Raymond James 53.83%
Class A Shares House Acct. Firm #92500015
Omnibus For Mutual Funds
St. Petersburg, FL
Janus Capital Group Inc. 28.73%*
Denver, CO
Pershing LLC 6.42%
Jersey City, NJ
* This ownership represents seed capital that Janus Capital or an affiliate
provided for the Fund.
L-7
Name of Fund and Class Shareholder and Address of Record Percentage of Ownership
--------------------------------------------------------------------------------------------------------------------
Charles Schwab & Co., Inc. 6.04%
Special Custody Account
FBO Institutional Client Accounts
San Francisco, CA
Perkins Mid Cap Value Fund Raymond James 37.81%
Class A Shares House Acct. Firm #92500015
Omnibus For Mutual Funds
St. Petersburg, FL
Charles Schwab & Co., Inc. 13.86%
Special Custody Account
FBO Institutional Client Accounts
San Francisco, CA
Merrill Lynch Pierce Fenner & Smith, Inc. 12.23%
For the Sole Benefit of Customers
Jacksonville, FL
Morgan Stanley & Co. 6.21%
Jersey City, NJ
Perkins Small Cap Value Fund Merrill Lynch Pierce Fenner & Smith, Inc. 23.44%
Class A Shares For the Sole Benefit of Customers
Jacksonville, FL
Charles Schwab & Co., Inc. 17.33%
Special Custody Account
FBO Institutional Client Accounts
San Francisco, CA
Vallee & Co FBO 75 8.19%
C/O Marshall & Ilsley Tr. Co., NA
Milwaukee, WI
Raymond James 7.98%
House Acct. Firm #92500015
Omnibus For Mutual Funds
St. Petersburg, FL
Morgan Stanley & Co. 7.10%
Jersey City, NJ
INTECH Risk-Managed Core Fund Merrill Lynch Pierce Fenner & Smith, Inc. 55.22%
Class C Shares For the Sole Benefit of Customers
Jacksonville, FL
Pershing LLC 10.90%
Jersey City, NJ
INTECH Risk-Managed Growth Merrill Lynch Pierce Fenner & Smith, Inc. 42.17%
Fund For the Sole Benefit of Customers
Class C Shares Jacksonville, FL
Pershing LLC 11.99%
Jersey City, NJ
INTECH Risk-Managed Janus Capital Group Inc. 99.42%*
International Fund Denver, CO
Class C Shares
INTECH Risk-Managed Value Fund Janus Capital Group Inc. 65.84%*
Class C Shares Denver, CO
Pershing LLC 12.99%
Jersey City, NJ
* This ownership represents seed capital that Janus Capital or an affiliate
provided for the Fund.
L-8
Name of Fund and Class Shareholder and Address of Record Percentage of Ownership
--------------------------------------------------------------------------------------------------------------------
Merrill Lynch Pierce Fenner & Smith, Inc. 10.70%
For the Sole Benefit of Customers
Jacksonville, FL
UBS Financial Services Inc. 6.61%
FBO Li-Fen C. Johnson Rollover IRA
Danville, CA
Janus Balanced Fund Merrill Lynch Pierce Fenner & Smith, Inc. 24.08%
Class C Shares For the Sole Benefit of Customers
Jacksonville, FL
Citigroup Global Markets 14.29%
House Account
Owings Mills, MD
American Enterprise Investment Svc. 10.23%
FBO 890000611
Minneapolis, MN
Raymond James 6.77%
House Acct. Firm #92500015
Omnibus For Mutual Funds
St. Petersburg, FL
Janus Contrarian Fund Merrill Lynch Pierce Fenner & Smith, Inc. 32.67%
Class C Shares For the Sole Benefit of Customers
Jacksonville, FL
Citigroup Global Markets 22.93%
House Account
Owings Mills, MD
American Enterprise Investment Svc. 7.12%
FBO 890000611
Minneapolis, MN
Janus Enterprise Fund Merrill Lynch Pierce Fenner & Smith, Inc. 21.28%
Class C Shares For the Sole Benefit of Customers
Jacksonville, FL
Citigroup Global Markets 19.98%
House Account
Owings Mills, MD
Janus Flexible Bond Fund Merrill Lynch Pierce Fenner & Smith, Inc. 38.55%
Class C Shares For the Sole Benefit of Customers
Jacksonville, FL
Citigroup Global Markets 14.59%
House Account
Owings Mills, MD
American Enterprise Investment Svc. 5.77%
FBO 890000611
Minneapolis, MN
Janus Forty Fund Merrill Lynch Pierce Fenner & Smith, Inc. 49.44%
Class C Shares For the Sole Benefit of Customers
Jacksonville, FL
Citigroup Global Markets 16.34%
House Account
Owings Mills, MD
Janus Fund Merrill Lynch Pierce Fenner & Smith, Inc. 47.26%
Class C Shares For the Sole Benefit of Customers
Jacksonville, FL
L-9
Name of Fund and Class Shareholder and Address of Record Percentage of Ownership
--------------------------------------------------------------------------------------------------------------------
Citigroup Global Markets 8.92%
House Account
Owings Mills, MD
Janus Global Life Sciences Fund American Enterprise Investment Svc. 66.22%
Class C Shares FBO 890000611
Minneapolis, MN
Raymond James 30.10%
House Acct. Firm #92500015
Omnibus For Mutual Funds
St. Petersburg, FL
Janus Global Opportunities Fund Janus Capital Group Inc. 100.00%*
Class C Shares Denver, CO
Janus Global Real Estate Fund Janus Capital Group Inc. 52.88%*
Class C Shares Denver, CO
Merrill Lynch Pierce Fenner & Smith, Inc. 27.16%
For the Sole Benefit of Customers
Jacksonville, FL
Pershing LLC 12.22%
Jersey City, NJ
Janus Global Research Fund NFS LLC 41.84%
Class C Shares FEBO Carole G. Howard-Crumley
Dripping Springs, TX
NFS LLC 20.92%
FEBO Carole G. Howard, Trustee
Amanda G. Howard Education Trust, UA 12/30/92
Dripping Springs, TX
NFS LLC 14.92%
NFS/FMTC Sep. IRA
FBO Carole G. Howard-Crumley
Dripping Springs, TX
Morgan Stanley & Co. 14.13%
Jersey City, NJ
NFS LLC 6.36%
NFS/FMTC Roll. IRA
FBO Marcus R. Miller
Brooklyn, NY
Janus Global Technology Fund Citigroup Global Markets 32.60%
Class C Shares House Account
Owings Mills, MD
American Enterprise Investment Svc. 19.32%
FBO 890000611
Minneapolis, MN
Pershing LLC 13.29%
Jersey City, NJ
First Clearing LLC 9.57%
A/C 4052-8277
Doria A. Trombetta
Santa Rosa, CA
* This ownership represents seed capital that Janus Capital or an affiliate
provided for the Fund.
L-10
Name of Fund and Class Shareholder and Address of Record Percentage of Ownership
--------------------------------------------------------------------------------------------------------------------
Wells Fargo Investments LLC 6.09%
Account 3002-0136
Minneapolis, MN
Janus Growth and Income Fund Citigroup Global Markets 28.08%
Class C Shares House Account
Owings Mills, MD
Merrill Lynch Pierce Fenner & Smith, Inc. 15.54%
For the Sole Benefit of Customers
Jacksonville, FL
Raymond James 9.48%
House Acct. Firm #92500015
Omnibus For Mutual Funds
St. Petersburg, FL
Charlie Prisendorf 6.26%
FBO Ever Ready Oil Co., Inc.
401K Profit Sharing Plan & Trust
Hackensack, NJ
American Enterprise Investment Svc. 5.20%
FBO 890000611
Minneapolis, MN
Janus High-Yield Fund Citigroup Global Markets 28.13%
Class C Shares House Account
Owings Mills, MD
American Enterprise Investment Svc. 9.67%
FBO 890000611
Minneapolis, MN
Merrill Lynch Pierce Fenner & Smith, Inc. 9.41%
For the Sole Benefit of Customers
Jacksonville, FL
Pershing LLC 8.54%
Jersey City, NJ
Janus International Equity Fund Merrill Lynch Pierce Fenner & Smith, Inc. 27.74%
Class C Shares For the Sole Benefit of Customers
Jacksonville, FL
Citigroup Global Markets 25.63%
House Account
Owings Mills, MD
American Enterprise Investment Svc. 16.48%
FBO 890000611
Minneapolis, MN
Morgan Stanley & Co. 9.42%
Jersey City, NJ
Janus International Forty Fund Merrill Lynch Pierce Fenner & Smith, Inc. 42.56%
Class C Shares For the Sole Benefit of Customers
Jacksonville, FL
Janus Capital Group Inc. 16.32%*
Denver, CO
Pershing LLC 8.90%
Jersey City, NJ
* This ownership represents seed capital that Janus Capital or an affiliate
provided for the Fund.
L-11
Name of Fund and Class Shareholder and Address of Record Percentage of Ownership
--------------------------------------------------------------------------------------------------------------------
American Enterprise Investment Svc. 8.00%
FBO 890000611
Minneapolis, MN
Janus Long/Short Fund Merrill Lynch Pierce Fenner & Smith, Inc. 40.95%
Class C Shares For the Sole Benefit of Customers
Jacksonville, FL
Citigroup Global Markets 21.24%
House Account
Owings Mills, MD
Janus Modular Portfolio American Enterprise Investment Svc. 53.02%
Construction Fund FBO 890000611
Class C Shares Minneapolis, MN
Pershing LLC 10.08%
Jersey City, NJ
Janus Capital Group Inc. 9.35%*
Denver, CO
Janus Orion Fund Merrill Lynch Pierce Fenner & Smith, Inc. 31.93%
Class C Shares For the Sole Benefit of Customers
Jacksonville, FL
American Enterprise Investment Svc. 12.28%
FBO 890000611
Minneapolis, MN
Citigroup Global Markets 11.70%
House Account
Owings Mills, MD
Pershing LLC 5.63%
Jersey City, NJ
Janus Overseas Fund Merrill Lynch Pierce Fenner & Smith, Inc. 30.46%
Class C Shares For the Sole Benefit of Customers
Jacksonville, FL
Citigroup Global Markets 21.83%
House Account
Owings Mills, MD
Morgan Stanley & Co. 6.07%
Jersey City, NJ
American Enterprise Investment Svc. 5.86%
FBO 890000611
Minneapolis, MN
Janus Research Core Fund Citigroup Global Markets 59.32%
Class C Shares House Account
Owings Mills, MD
Merrill Lynch Pierce Fenner & Smith, Inc. 12.44%
For the Sole Benefit of Customers
Jacksonville, FL
Janus Research Fund American Enterprise Investment Svc. 69.85%
Class C Shares FBO 890000611
Minneapolis, MN
Pershing LLC 18.07%
Jersey City, NJ
* This ownership represents seed capital that Janus Capital or an affiliate
provided for the Fund.
L-12
Name of Fund and Class Shareholder and Address of Record Percentage of Ownership
--------------------------------------------------------------------------------------------------------------------
Janus Short-Term Bond Fund Merrill Lynch Pierce Fenner & Smith, Inc. 28.21%
Class C Shares For the Sole Benefit of Customers
Jacksonville, FL
American Enterprise Investment Svc. 14.65%
FBO 890000611
Minneapolis, MN
Citigroup Global Markets 13.81%
House Account
Owings Mills, MD
Janus Smart Portfolio - Conservative American Enterprise Investment Svc. 39.53%
Class C Shares FBO 890000611
Minneapolis, MN
Pershing LLC 11.06%
Jersey City, NJ
Raymond James 9.30%
House Acct. Firm #92500015
Omnibus For Mutual Funds
St. Petersburg, FL
Merrill Lynch Pierce Fenner & Smith, Inc. 5.84%
For the Sole Benefit of Customers
Jacksonville, FL
Janus Smart Portfolio - Growth Raymond James 41.05%
Class C Shares House Acct. Firm #92500015
Omnibus For Mutual Funds
St. Petersburg, FL
American Enterprise Investment Svc. 32.00%
FBO 890000611
Minneapolis, MN
Pershing LLC 18.02%
Jersey City, NJ
Janus Smart Portfolio - Moderate Raymond James 31.42%
Class C Shares House Acct. Firm #92500015
Omnibus For Mutual Funds
St. Petersburg, FL
American Enterprise Investment Svc. 19.86%
FBO 890000611
Minneapolis, MN
Pershing LLC 15.96%
Jersey City, NJ
Janus Triton Fund Merrill Lynch Pierce Fenner & Smith, Inc. 22.97%
Class C Shares For the Sole Benefit of Customers
Jacksonville, FL
American Enterprise Investment Svc. 11.72%
FBO 890000611
Minneapolis, MN
Janus Worldwide Fund Citigroup Global Markets 24.47%
Class C Shares House Account
Owings Mills, MD
Merrill Lynch Pierce Fenner & Smith, Inc. 20.65%
For the Sole Benefit of Customers
Jacksonville, FL
L-13
Name of Fund and Class Shareholder and Address of Record Percentage of Ownership
--------------------------------------------------------------------------------------------------------------------
American Enterprise Investment Svc. 15.23%
FBO 890000611
Minneapolis, MN
Wells Fargo Investments LLC 5.73%
A/C 7054-9514
Minneapolis, MN
Perkins Large Cap Value Fund Janus Capital Group Inc. 56.09%*
Class C Shares Denver, CO
Perkins Mid Cap Value Fund Merrill Lynch Pierce Fenner & Smith, Inc. 30.45%
Class C Shares For the Sole Benefit of Customers
Jacksonville, FL
Raymond James 11.40%
House Acct. Firm #92500015
Omnibus For Mutual Funds
St. Petersburg, FL
Citigroup Global Markets 7.52%
House Account
Owings Mills, MD
Morgan Stanley & Co. 5.57%
Jersey City, NJ
Perkins Small Cap Value Fund Merrill Lynch Pierce Fenner & Smith, Inc. 25.05%
Class C Shares For the Sole Benefit of Customers
Jacksonville, FL
Citigroup Global Markets 9.48%
House Account
Owings Mills, MD
Morgan Stanley & Co. 7.57%
Jersey City, NJ
Pershing LLC 6.01%
Jersey City, NJ
Raymond James 5.71%
House Acct. Firm #92500015
Omnibus For Mutual Funds
St. Petersburg, FL
Janus Global Real Estate Fund Richard E. O'Neill 5.59%
Class D Shares Saddlebrooke, AZ
Janus International Equity Fund State St. Bank Cust. IRA 19.36%
Class D Shares Christopher S. Swenson
Greenfield, WI
Sharon R. Knitter & Richard Knitter JT WROS 9.67%
Oak Brook, IL
Karen Scott Wilson Tr. 9.02%
Karen Scott Wilson Revocable Trust
Winnetka, IL
Jess L. Hall & Kathleen L. Hall JT WROS 8.84%
Palmer, AK
Kenneth S. Foster 7.06%
McKinney, TX
* This ownership represents seed capital that Janus Capital or an affiliate
provided for the Fund.
L-14
Name of Fund and Class Shareholder and Address of Record Percentage of Ownership
--------------------------------------------------------------------------------------------------------------------
Janus International Forty Fund State Street Bank Cust. 21.49%
Class D Shares Dallas Public Schools 403B 7 Plan
A/C Karl Albert Clemons
Dallas, TX
State St. Bank Cust. IRA 14.90%
A/C George Ann Fendley
Paris, TX
State St. Bank Cust. IRA 6.21%
Cynthia M. Harms
Denver, CO
Perkins Large Cap Value Fund Richard E. O'Neill 6.38%
Class D Shares Saddlebrooke, AZ
State St. Bank Cust. IRA 5.64%
A/C Gerald T. Moore
The Hills, TX
State St. Bank Cust. IRA 5.22%
Gary D. Petitt
Hereford, AZ
State St. Bank Cust. IRA 5.20%
James R. Spadaccini
Plymouth, MN
INTECH Risk-Managed Core Fund Charles Schwab & Co., Inc. 28.19%
Class I Shares Exclusive Benefit of Our Customers
Reinvest. Account
San Francisco, CA
Minnesota Life Insurance Company 10.36%
St. Paul, MN
Chembaco 8.17%
C/O Chemical Bank & Trust
Midland, MI
Northern Trust, as Custodian 7.00%
FBO The Libra Fdn. A/C# 26-20655
Chicago, IL
NFS LLC 6.46%
FEBO Bankers Trustco.
Des Moines, IA
Women's Foundation of Minnesota 5.47%
Minneapolis, MN
Mercer Trust Company Ttee. 5.11%
FBO IBEW Local Union
No. 126 Retirement Plan
Norwood, MA
INTECH Risk-Managed Growth Charles Schwab & Co., Inc. 7.35%
Fund Exclusive Benefit of Our Customers
Class I Shares Reinvest. Account
San Francisco, CA
INTECH Risk-Managed Janus Capital Group Inc. 74.17%*
International Fund Denver, CO
Class I Shares
* This ownership represents seed capital that Janus Capital or an affiliate
provided for the Fund.
L-15
Name of Fund and Class Shareholder and Address of Record Percentage of Ownership
--------------------------------------------------------------------------------------------------------------------
Charles Schwab & Co., Inc. 17.91%
Exclusive Benefit of Our Customers
Reinvest. Account
San Francisco, CA
Janus MPC Fund 6.87%
INTECH Risk-Managed International
Denver, CO
INTECH Risk-Managed Value Fund Janus Smart Portfolio - Growth 32.80%
Class I Shares Risk-Managed Value Omnibus Account
Denver, CO
Janus Smart Portfolio - Moderate 25.77%
Risk-Managed Value Omnibus Account
Denver, CO
Janus Smart Portfolio - Conservative 14.40%
Risk-Managed Value Omnibus Account
Denver, CO
Wells Fargo Bank NA 12.89%
FBO TC Hosp. Workers Pen. -
Misc. Assets 22218705
Minneapolis, MN
Janus Balanced Fund Merrill Lynch Pierce Fenner & Smith Inc. 40.77%
Class I Shares For the Sole Benefit of Customers
Jacksonville, FL
NFS LLC 10.03%
FEBO FIIOC Agent
FBO Qualified Employee Plans 401K Finops-LC Funds
Covington, KY
Charles Schwab & Co., Inc. 9.16%
Exclusive Benefit of Our Customers
Reinvest. Account
San Francisco, CA
FIIOC 7.41%
FBO Kao America Inc.
Covington, KY
Citigroup Global Markets Inc. 6.65%
00109801250
New York, NY
Janus Contrarian Fund Merrill Lynch Pierce Fenner & Smith Inc. 32.72%
Class I Shares For the Sole Benefit of Customers
Jacksonville, FL
Charles Schwab & Co., Inc. 13.75%
Exclusive Benefit of Our Customers
Reinvest. Account
San Francisco, CA
Strafe & Co. 12.70%
FAO Everest Reinsurance Retire. Plan
A/C 6800288900
Westerville, OH
Prudential Investment Mgmt. Service 7.51%
FBO Mutual Fund Clients/Pruchoice
Newark, NJ
L-16
Name of Fund and Class Shareholder and Address of Record Percentage of Ownership
--------------------------------------------------------------------------------------------------------------------
Janus Smart Portfolio - Growth 6.54%
Contrarian Fund Omnibus Account
Denver, CO
Wachovia Bank 5.13%
Charlotte, NC
Janus Enterprise Fund NFS LLC 30.90%
Class I Shares FEBO Bank of America NA
Trustee F/B/O Our Clients
Omnibus Cash
Dallas, TX
Cardinal Bank 7.47%
FBO Its Clients
McLean, VA
Janus Flexible Bond Fund Prudential Investment Mgmt. Service 36.86%
Class I Shares FBO Mutual Fund Clients/Pruchoice
Newark, NJ
Merrill Lynch Pierce Fenner & Smith Inc. 15.05%
For the Sole Benefit of Customers
Jacksonville, FL
Janus Smart Port - Conservative 10.40%
Flexible Bond Omnibus Account
Denver, CO
Janus Smart Portfolio - Moderate 9.55%
Flexible Bond Fund Omnibus Account
Denver, CO
Citigroup Global Markets Inc. 6.35%
00109801250
New York, NY
Janus Smart Portfolio - Growth 5.31%
Flexible Bond Omnibus Account
Denver, CO
Janus Forty Fund Merrill Lynch Pierce Fenner & Smith Inc. 43.68%
Class I Shares For the Sole Benefit of Customers
Jacksonville, FL
Citigroup Global Markets Inc. 13.61%
00109801250
New York, NY
Mori & Co 8.52%
Kansas City, MO
Vanguard Fiduciary Trust Company 8.06%
Valley Forge, PA
Janus Fund JP Morgan Chase Bank, as Directed 70.58%
Class I Shares Trustee for the Super Saver
Capital Accumulation Plan
For Employees of Participating
AMR Corp. Subsidiaries
New York, NY
Janus Smart Portfolio - Growth 5.16%
Janus Fund Omnibus Account
Denver, CO
L-17
Name of Fund and Class Shareholder and Address of Record Percentage of Ownership
--------------------------------------------------------------------------------------------------------------------
Janus Global Life Sciences Fund Charles Schwab & Co., Inc. 64.71%
Class I Shares Exclusive Benefit of Our Customers
Reinvest. Account
San Francisco, CA
Merrill Lynch Pierce Fenner & Smith Inc. 22.05%
For the Sole Benefit of Customers
Jacksonville, FL
Janus MPC Fund 12.93%
Global Life Sciences Omnibus Acct.
Denver, CO
Janus Global Opportunities Fund Merrill Lynch Pierce Fenner & Smith Inc. 68.05%
Class I Shares For the Sole Benefit of Customers
Jacksonville, FL
Janus Capital Group Inc. 31.95%*
Denver, CO
Janus Global Real Estate Fund Charles Schwab & Co., Inc. 46.31%
Class I Shares Exclusive Benefit of Our Customers
Reinvest. Account
San Francisco, CA
Janus Smart Portfolio - Growth 28.24%
Global Real Estate Omnibus Acct.
Denver, CO
Janus Smart Portfolio - Moderate 17.88%
Global Real Estate Omnibus Account
Denver, CO
Janus Smart Portfolio - Conservative 6.45%
Global Real Estate Omnibus Account
Denver, CO
Janus Global Research Fund Charles Schwab & Co., Inc. 99.07%
Class I Shares Exclusive Benefit of Our Customers
Reinvest. Account
San Francisco, CA
Janus Global Technology Fund Merrill Lynch Pierce Fenner & Smith Inc. 87.37%
Class I Shares For the Sole Benefit of Customers
Jacksonville, FL
Janus Growth and Income Fund NFS LLC 30.49%
Class I Shares FEBO FIIOC Agent
FBO Qualified Employee Plans 401K Finops-LC Funds
Covington, KY
Janus Smart Portfolio - Growth 22.49%
Growth & Inc. Omnibus Account
Denver, CO
Janus Smart Portfolio - Moderate 20.53%
Growth & Inc. Fund Omnibus Account
Denver, CO
Janus Smart Portfolio - Conservative 12.30%
Growth & Inc. Omnibus Account
Denver, CO
* This ownership represents seed capital that Janus Capital or an affiliate
provided for the Fund.
L-18
Name of Fund and Class Shareholder and Address of Record Percentage of Ownership
--------------------------------------------------------------------------------------------------------------------
Merrill Lynch Pierce Fenner & Smith Inc. 8.20%
For the Sole Benefit of Customers
Jacksonville, FL
Janus High-Yield Fund Citigroup Global Markets Inc. 26.28%
Class I Shares 00109801250
New York, NY
Charles Schwab & Co., Inc. 16.75%
Exclusive Benefit of Our Customers
Reinvest. Account
San Francisco, CA
Janus Smart Portfolio - Conservative 12.95%
High-Yield Fund Omnibus Account
Denver, CO
Merrill Lynch Pierce Fenner & Smith Inc. 11.20%
For the Sole Benefit of Customers
Jacksonville, FL
Janus Smart Portfolio - Growth 10.11%
High-Yield Fund Omnibus Account
Denver, CO
Janus Smart Portfolio - Moderate 9.14%
High-Yield Fund Omnibus Account
Denver, CO
Northern Trustco Custodian 8.14%
FBO Insurance of SE Account 2364844
Chicago, IL
Janus International Equity Fund Janus Smart Portfolio - Growth 30.10%
Class I Shares International Equity Omnibus Acct.
Denver, CO
Janus Smart Portfolio - Moderate 15.62%
International Equity Omnibus Acct.
Denver, CO
Merrill Lynch Pierce Fenner & Smith Inc. 11.65%
For the Sole Benefit of Customers
Jacksonville, FL
Janus Smart Portfolio - Conservative 7.46%
International Equity Omnibus Acct.
Denver, CO
Janus International Forty Fund Charles Schwab & Co., Inc. 45.70%
Class I Shares Exclusive Benefit of Our Customers
Reinvest. Account
San Francisco, CA
Merrill Lynch Pierce Fenner & Smith Inc. 36.59%
For the Sole Benefit of Customers
Jacksonville, FL
Janus Long/Short Fund Citigroup Global Markets Inc. 25.36%
Class I Shares 00109801250
New York, NY
Charles Schwab & Co., Inc. 24.80%
Exclusive Benefit of Our Customers
Reinvest. Account
San Francisco, CA
L-19
Name of Fund and Class Shareholder and Address of Record Percentage of Ownership
--------------------------------------------------------------------------------------------------------------------
Merrill Lynch Pierce Fenner & Smith Inc. 22.50%
For the Sole Benefit of Customers
Jacksonville, FL
Janus Modular Portfolio Charles Schwab & Co., Inc. 67.53%
Construction Fund Exclusive Benefit of Our Customers
Class I Shares Reinvest. Account
San Francisco, CA
Janus Capital Group Inc. 16.33%*
Denver, CO
Janus Orion Fund Merrill Lynch Pierce Fenner & Smith Inc. 28.68%
Class I Shares For the Sole Benefit of Customers
Jacksonville, FL
Janus Smart Portfolio - Moderate 20.35%
Orion Fund Omnibus Account
Denver, CO
Charles Schwab & Co., Inc. 16.36%
Exclusive Benefit of Our Customers
Reinvest. Account
San Francisco, CA
Janus Smart Portfolio - Conservative 14.70%
Orion Fund Omnibus Account
Denver, CO
Janus Smart Portfolio - Growth 10.50%
Orion Fund Omnibus Account
Denver, CO
Janus Overseas Fund Minnesota Life Insurance Company 19.76%
Class I Shares St. Paul, MN
Merrill Lynch Pierce Fenner & Smith Inc. 15.97%
For the Sole Benefit of Customers
Jacksonville, FL
NFS LLC 11.92%
FEBO Transamerica Life Ins. Company
Los Angeles, CA
Charles Schwab & Co., Inc. 6.90%
Exclusive Benefit of Our Customers
Reinvest. Account
San Francisco, CA
NFS LLC 5.37%
FEBO FIIOC
As Agent for Qualified Employee Benefit
Plans 401K Finops-LC Funds
Covington, KY
Janus Research Core Fund Charles Schwab & Co., Inc. 51.12%
Class I Shares Exclusive Benefit of Our Customers
Reinvest. Account
San Francisco, CA
Merrill Lynch Pierce Fenner & Smith Inc. 30.63%
For the Sole Benefit of Customers
Jacksonville, FL
* This ownership represents seed capital that Janus Capital or an affiliate
provided for the Fund.
L-20
Name of Fund and Class Shareholder and Address of Record Percentage of Ownership
--------------------------------------------------------------------------------------------------------------------
Citigroup Global Markets Inc. 9.30%
00109801250
New York, NY
Janus Research Fund Janus Smart Portfolio - Growth 24.84%
Class I Shares Research Fund Omnibus Account
Denver, CO
Charles Schwab & Co., Inc. 18.90%
Exclusive Benefit of Our Customers
Reinvest. Account
San Francisco, CA
Janus Smart Portfolio - Moderate 16.67%
Research Fund Omnibus Account
Denver, CO
James M. Andersen, Tr. 16.13%
Mendocino County Employees Retirement
Ukiah, CA
Merrill Lynch Pierce Fenner & Smith Inc. 14.50%
For the Sole Benefit of Customers
Jacksonville, FL
Janus Smart Port - Conservative 8.53%
Research Fund Omnibus Account
Denver, CO
Janus Short-Term Bond Fund Merrill Lynch Pierce Fenner & Smith Inc. 68.52%
Class I Shares For the Sole Benefit of Customers
Jacksonville, FL
Janus Smart Portfolio - Conservative 6.59%
Short Term Bond Omnibus Account
Denver, CO
Janus Smart Portfolio - Moderate 6.13%
Short Term Bond Omnibus Account
Denver, CO
Prudential Investment Mgmt. Service 5.49%
FBO Mutual Fund Clients/Pruchoice
Newark, NJ
Janus Smart Portfolio - Conservative Charles Schwab & Co., Inc. 97.96%
Class I Shares Exclusive Benefit of Our Customers
Reinvest. Account
San Francisco, CA
Janus Smart Portfolio - Growth Charles Schwab & Co., Inc. 99.30%
Class I Shares Exclusive Benefit of Our Customers
Reinvest. Account
San Francisco, CA
Janus Smart Portfolio - Moderate Charles Schwab & Co., Inc. 77.34%
Class I Shares Exclusive Benefit of Our Customers
Reinvest. Account
San Francisco, CA
Pershing LLC 19.24%
Jersey City, NJ
Janus Triton Fund Charles Schwab & Co., Inc. 59.09%
Class I Shares Exclusive Benefit of Our Customers
Reinvest. Account
San Francisco, CA
L-21
Name of Fund and Class Shareholder and Address of Record Percentage of Ownership
--------------------------------------------------------------------------------------------------------------------
Merrill Lynch Pierce Fenner & Smith Inc. 18.83%
For the Sole Benefit of Customers
Jacksonville, FL
Wells Fargo Investments LLC 5.70%
Account 7943-2740
Minneapolis, MN
Janus Worldwide Fund NFS LLC 89.47%
Class I Shares FEBO FIIOC
As Agent for Qualified Employee Benefit
Plans 401K Finops-LC Funds
Covington, KY
Charles Schwab & Co., Inc. 5.06%
Exclusive Benefit of Our Customers
Reinvest. Account
San Francisco, CA
Merrill Lynch Pierce Fenner & Smith Inc. 5.04%
For the Sole Benefit of Customers
Jacksonville, FL
Perkins Large Cap Value Fund Janus Smart Portfolio - Growth 22.05%
Class I Shares Large Cap Value Omnibus Acct.
Denver, CO
Janus Smart Portfolio - Moderate 16.11%
Large Cap Value Omnibus Acct.
Denver, CO
PWMCO, LLC 10.62%
FBO 101081
Chicago, IL
Janus Smart Port - Conservative 8.99%
Large Cap Value Omnibus Acct.
Denver, CO
PWMCO, LLC 7.21%
FBO 101326
Chicago, IL
Charles Schwab & Co., Inc. 7.17%
Exclusive Benefit of Our Customers
Reinvest. Account
San Francisco, CA
Perkins Mid Cap Value Fund NFS LLC 19.05%
Class I Shares FEBO FIIOC
As Agent for Qualified Employee Benefit
Plans 401K Finops-LC Funds
Covington, KY
Edward D. Jones & Co. 13.36%
Maryland Heights, MO
Wachovia Bank NA 12.59%
Omnibus Cash/Cash
9999999980 NC-1151
Charlotte, NC
Merrill Lynch Pierce Fenner & Smith Inc. 8.75%
For the Sole Benefit of Customers
Jacksonville, FL
L-22
Name of Fund and Class Shareholder and Address of Record Percentage of Ownership
--------------------------------------------------------------------------------------------------------------------
Prudential Investment Mgmt. Service 5.27%
FBO Mutual Fund Clients/Pruchoice
Newark, NJ
Perkins Small Cap Value Fund SEI Private Trust Company 47.74%
Class I Shares C/O Suntrust Bank, ID 866
Oaks, PA
SEI Private Trust Company 14.72%
C/O Suntrust Bank, ID 866
Oaks, PA
Merrill Lynch Pierce Fenner & Smith Inc. 10.23%
For the Sole Benefit of Customers
Jacksonville, FL
SEI Private Trust Company 6.25%
C/O Suntrust Bank, ID 866
Oaks, PA
Perkins Mid Cap Value Fund Prudential Investment Mgmt. Service 84.88%
Class L Shares FBO Mutual Fund Clients
Newark, NJ
Perkins Small Cap Value Fund JP Morgan Chase Bank, Cust. 25.43%
Class L Shares Super Saver Capital Accumulation Plan for EE
Of Participating AMR Co.
For EE of Participating AMR Co. Subsidiaries
New York, NY
Vangard Fiduciary Trust Co. 23.13%
Valley Forge, PA
National Financial Svcs. Corp. 17.18%
For the Exclusive Benefit of Our Customers
New York, NY
Janus Balanced Fund JP Morgan Chase Bank, Ttee. 18.97%
Class R Shares FBO ADP Access 401K Program
New York, NY
Merrill Lynch 16.11%
Jacksonville, FL
Hartford Life Insurance Co. 12.49%
Separate Account DC IV
Hartford, CT
Janus Contrarian Fund EMJAYCO 15.72%
Class R Shares FBO Reinders Inc. 401K, #351898
Greenwood Village, CO
GPC Securities Inc. 8.54%
As Agent for Reliance Trust Company
FBO Security Packaging Inc. 401K PS Plan
Atlanta, GA
Orchard Trust Company, Ttee. 7.85%
Employee Benefits Clients
Greenwood Village, CO
GPC Securities Inc. 6.60%
As Agent for Reliance Trust Company
FBO Springdale Family Dental 401K Plan
Atlanta, GA
L-23
Name of Fund and Class Shareholder and Address of Record Percentage of Ownership
--------------------------------------------------------------------------------------------------------------------
GPC Securities Inc. 5.40%
As Agent for Reliance Trust Company
FBO Schmaid Tool & Die, Inc. 401(K) PSP
Atlanta, GA
Janus Enterprise Fund Hartford Life Insurance Co. 29.10%
Class R Shares Separate Account DC IV
Hartford, CT
Merrill Lynch 11.63%
Jacksonville, FL
Janus Flexible Bond Fund Merrill Lynch 16.71%
Class R Shares Jacksonville, FL
Orchard Trust Co., Ttee. 9.15%
Employee Benefits Clients
Greenwood Village, CO
Orchard Trust Co. LLC, Cust. 6.46%
Opp. Funds Record Pro. Ret. Pl.
Greenwood Village, CO
Frontier Trust Company 6.33%
FBO ABC School Equipment Inc. 401K Plan 209747
Fargo, ND
Counsel Trust dba MATC 5.89%
FBO Universal Space Network Inc.
401K Profit Sharing Plan & Trust
Pittsburgh, PA
Frontier Trust Company 5.32%
FBO Jacinto Medical Group PA 401K Plan 208794
Fargo, ND
Wilmington Trust RISC, as Cust. 5.00%
FBO HSW Engineering Inc. 401K Plan
Phoenix, AZ
Janus Forty Fund Hartford Life Insurance Co. 37.55%
Class R Shares Separate Account DC IV
Hartford, CT
Merrill Lynch 18.73%
Jacksonville, FL
American United Life Insurance Co. 7.54%
AUL American Group Retirement Annuity
Indianapolis, IN
JP Morgan Chase Bank, Ttee. 6.60%
FBO ADP Access 401K Program
New York, NY
Janus Fund JP Morgan Chase Bank, Ttee. 41.14%
Class R Shares FBO ADP Access 401K Program
New York, NY
The Kenrich Group LLC, Ttee. 27.13%
FBO The Kenrich Group LLC 401K
Greenwood Village, CO
Merrill Lynch 9.13%
Jacksonville, FL
L-24
Name of Fund and Class Shareholder and Address of Record Percentage of Ownership
--------------------------------------------------------------------------------------------------------------------
Chris Weddle 6.13%
FBO Weddle Industries 401K Profit Sharing Plan &
Trust
Goleta, CA
Janus Growth and Income Fund American United Life Insurance Co. 29.49%
Class R Shares AUL American Unit Trust
One American Square
Indianapolis, IN
GPC Securities Inc. 16.63%
Agent for Reliance Trust Company
FBO Rasmussen College 401K Plan
Atlanta, GA
Rolloversystems Inc. 9.95%
Charlotte, NC
Frontier Trust Company 9.57%
FBO Human Management Services Inc. 401K 207210
Fargo, ND
American United Life Insurance Co. 5.90%
AUL American Group Retirement Annuity
Indianapolis, IN
Janus High-Yield Fund Janus Capital Group Inc. 53.71%*
Class R Shares Denver, CO
Herbert Yentis & Company Inc., Ttee. 10.46%
FBO Herbert Yentis & Company Inc. 401K Plan
Greenwood Village, CO
DWS Trust Co., Ttee. 8.88%
FBO Chander Chicco Agency 401K Savings Plan
Salem, NH
Counsel Trust dba MATC 6.70%
FBO Engineering Surveys & Services 401K Plan
Pittsburgh, PA
Janus International Equity Fund Janus Capital Group Inc. 66.87%*
Class R Shares Denver, CO
Frontier Trust Company 5.20%
FBO Wingfield Scale Inc. Profit Sharing 205984
Fargo, ND
Counsel Trust dba MATC 5.05%
International Language Services Defined Benefit
Plan
Pittsburgh, PA
Janus Long/Short Fund Capital Bank & Trust Company, Ttee. 44.45%
Class R Shares Bernardin Lochmueller & Assoc., RPS
Greenwood Village, CO
Capital Bank & Trust Company, Ttee. 33.15%
Senior Market Sales Inc. 401K
Greenwood Village, CO
* This ownership represents seed capital that Janus Capital or an affiliate
provided for the Fund.
L-25
Name of Fund and Class Shareholder and Address of Record Percentage of Ownership
--------------------------------------------------------------------------------------------------------------------
Reliance Trust Co., Custodian 16.46%
FBO Molded Fiber Glass Companies
Atlanta, GA
Janus Orion Fund Capital Bank & Trust Co., Trustee 12.74%
Class R Shares FBO City Financial Corp 401(K) & Profit Sharing
Plan
Greenwood Village, CO
Mercer Trust Company, Ttee. 11.94%
FBO NY Hotel Trades Council & Hotel Assoc. of NYC
Health Ctr., Inc. EE BEN
Norwood, MA
Counsel Trust dba Mid Atlantic Trust Company 10.23%
FBO Centro Inc. 401K
Profit Sharing Plan & Trust
Pittsburgh, PA
Capital Bank & Trust Company, Ttee. 10.08%
FBO Retirement Profit Sharing Plan 401K
Greenwood Village, CO
Merrill Lynch 7.70%
Jacksonville, FL
MG Trust Company, Cust. 6.71%
FBO Pride Neon Inc. 401K P/S Plan
Denver, CO
Janus Overseas Fund Hartford Life Insurance Co. 40.65%
Class R Shares Separate Account DC IV
Hartford, CT
Merrill Lynch 25.83%
Jacksonville, FL
JP Morgan Chase Bank, Ttee. 5.92%
FBO ADP Access 401K Program
New York, NY
Janus Research Core Fund DWS Trust Co., Ttee. 37.02%
Class R Shares Seattle Metropolitan Credit Union 401K Plan
Salem, NH
MG Trust Company, Cust. 22.09%
FBO Display Supply Inc. 401K
Denver, CO
MG Trust Company, Cust. 9.46%
FBO Canlis Inc.
Denver, CO
MG Trust Company, Cust. 9.46%
FBO Deeny Construction Co., Inc.
Denver, CO
MG Trust Company, Cust. 5.71%
FBO Emerald Paving Inc.
Denver, CO
Janus Triton Fund Janus Capital Group Inc. 13.30%*
Class R Shares Denver, CO
* This ownership represents seed capital that Janus Capital or an affiliate
provided for the Fund.
L-26
Name of Fund and Class Shareholder and Address of Record Percentage of Ownership
--------------------------------------------------------------------------------------------------------------------
Capital Bank & Trust Company, Ttee. 12.23%
FBO BJK Industries 401K
Greenwood Village, CO
MG Trust Company, Cust. 7.07%
FBO R L Midgett Inc. 401K Plan
Denver, CO
Select Sales Inc., Ttee. 6.86%
FBO Select Sales Inc. & Assoc. COS EES PS
Greenwood Village, CO
Janus Worldwide Fund Capital Bank & Trust Co., Ttee. 38.55%
Class R Shares FBO Alcan Rolled Products-Ravenswood LLC
Savings Pl. for USW Represented Employees
Greenwood Village, CO
MG Trust Company, Cust. 14.50%
FBO Meyer Engineers Ltd.
Denver, CO
MG Trust Company, Cust. 12.27%
FBO Midship Marine Inc.
Denver, CO
Frontier Trust Company 9.42%
FBO Glacier Interactive Solutions 401 K 204009
Fargo, ND
Frontier Trust Company 7.47%
FBO NDP LLC 401K Plan 209674
Fargo, ND
GPC Securities Inc. 7.32%
Agent for Reliance Trust Company
FBO Alpha Solutions Corporation EE Plan
Atlanta, GA
Perkins Mid Cap Value Fund Merrill Lynch 13.92%
Class R Shares Jacksonville, FL
JP Morgan Chase Bank, Ttee. 6.60%
FBO ADP Access 401K Program
New York, NY
EMJAY Corporation, Custodian 6.35%
FBO Plans of RPSA Customers
Greenwood Village, CO
AUL Group Retirement Account 5.34%
Separate Accounts Administration
Indianapolis, IN
Perkins Small Cap Value Fund Merrill Lynch 25.69%
Class R Shares Jacksonville, FL
INTECH Risk-Managed Core Fund Nationwide Trust Company FSB 47.52%
Class S Shares C/O IPO Portfolio Accounting
Columbus, OH
Prudential Investment Mgmt. Service 10.49%
FBO Mutual Fund Clients
Newark, NJ
Saxon & Co. 7.16%
FBO 20-01-302-9912426
Philadelphia, PA
L-27
Name of Fund and Class Shareholder and Address of Record Percentage of Ownership
--------------------------------------------------------------------------------------------------------------------
UMB Bank NA 6.55%
FBO Fiduciary for Tax Deferred Accounts
Topeka, KS
UMB Bank NA 6.08%
FBO Fiduciary for Tax Deferred Accounts
Topeka, KS
INTECH Risk-Managed Growth American United Life Insurance Co. 30.48%
Fund Unit Investment Trust
Class S Shares Separate Account Administration
Indianapolis, IN
Wachovia Bank 26.26%
FBO Various Retirement Plans
9888888836 NC 1076
Charlotte, NC
Charles Schwab & Co., Inc. 22.90%
Special Custody Account
FBO Institutional Client Accounts
San Francisco, CA
New York Life Trust Company 5.81%
Parsippany, NJ
INTECH Risk-Managed Janus Capital Group Inc. 100.00%*
International Fund Denver, CO
Class S Shares
INTECH Risk-Managed Value Fund Janus Capital Group Inc. 100.00%*
Class S Shares Denver, CO
Janus Balanced Fund National Financial Services LLC, Tr. 15.22%
Class S Shares For Exclusive Benefit of Our Customers
New York, NY
Nationwide Trust Company FSB 6.51%
C/O IPO Portfolio Accounting
Columbus, OH
Nationwide Life Ins. Company QPVA 5.70%
C/O IPO Portfolio Accounting
Columbus, OH
Saxon & Co. 5.31%
FBO 91 Vested Interest
Omnibus Asset
A/C #20-01-302-9912426
Philadelphia, PA
Janus Contrarian Fund New York Life Trust Company 13.49%
Class S Shares Parsippany, NJ
Wachovia Bank 6.04%
FBO Various Retirement Plans
9888888836 NC 1076
Charlotte, NC
Janus Enterprise Fund National Financial Services LLC, Tr. 15.73%
Class S Shares For Exclusive Benefit of Our Customers
New York, NY
* This ownership represents seed capital that Janus Capital or an affiliate
provided for the Fund.
L-28
Name of Fund and Class Shareholder and Address of Record Percentage of Ownership
--------------------------------------------------------------------------------------------------------------------
Benefit Trust Co. 10.49%
FBO PHH Investments LLC
Overland Park, KS
Nationwide Trust Company FSB 6.85%
C/O IPO Portfolio Accounting
Columbus, OH
Charles Schwab & Co., Inc. 6.07%
Special Custody Account
FBO Institutional Client Accounts
San Francisco, CA
Janus Flexible Bond Fund National Financial Services LLC, Tr. 14.88%
Class S Shares For Exclusive Benefit of Our Customers
New York, NY
Hartford Life Insurance Co. 10.78%
Separate Account DC IV
Hartford, CT
Prudential Investment Mgmt. Service 9.21%
FBO Mutual Fund Clients
Newark, NJ
Saxon & Co. 8.58%
FBO 91 Vested Interest
Omnibus Asset
A/C #20-01-302-9912426
Philadelphia, PA
Reliance Trust Company 6.55%
Sisters of Mercy of The Americas 401(K)
Atlanta, GA
Janus Forty Fund Citigroup Global Markets Inc. 25.41%
Class S Shares 00109801250
New York, NY
National Financial Services LLC, Tr. 18.01%
For Exclusive Benefit of Our Customers
New York, NY
Janus Fund Citigroup Global Markets Inc. 15.05%
Class S Shares 00109801250
New York, NY
Saxon & Co. 12.00%
FBO 91 Vested Interest
Omnibus Asset
A/C #20-01-302-9912426
Philadelphia, PA
Ohio National Life Insurance Co. 8.96%
FBO Its Separate Accounts
Cincinnati, OH
Prudential Retirement-Alliance 8.35%
Separate Acct. Investment Products &
Advisory Services
Chicago, IL
Charles Schwab & Co., Inc. 8.20%
Special Custody Account
FBO Institutional Client Accounts
San Francisco, CA
L-29
Name of Fund and Class Shareholder and Address of Record Percentage of Ownership
--------------------------------------------------------------------------------------------------------------------
Nationwide Trust Company FSB 6.30%
C/O IPO Portfolio Accounting
Columbus, OH
Orchard Trust Company LLC, Trustee 5.40%
FBO Retirement Plans
Greenwood Village, CO
Janus Global Life Sciences Fund FIIOC 88.85%
Class S Shares FBO Foam Supplies Inc. Profit Sharing 401K Plan
Covington, KY
Janus Capital Group Inc. 6.65%*
Denver, CO
Janus Global Opportunities Fund LPL Financial Services 12.99%
Class S Shares A/C 4884-5690
San Diego, CA
LPL Financial 11.00%
Account 2166-9019
San Diego, CA
LPL Financial Services 9.53%
A/C 7981-7819
San Diego, CA
LPL Financial Services 8.93%
A/C 8450-2089
San Diego, CA
LPL Financial 5.97%
Account 1029-4063
San Diego, CA
LPL Financial 5.52%
Account 7007-7733
San Diego, CA
Janus Global Real Estate Fund Janus Capital Group Inc. 87.91%*
Class S Shares Denver, CO
Wells Fargo Investments LLC 8.29%
Account 2377-3750
Minneapolis, MN
Janus Global Research Fund Janus Capital Group Inc. 100.00%*
Class S Shares Denver, CO
Janus Global Technology Fund Saxon & Co. 37.81%
Class S Shares FBO 20-01-302-9912426
Philadelphia, PA
National Financial Services LLC, Tr. 11.96%
For Exclusive Benefit of Our Customers
New York, NY
LPL Financial 11.40%
Account 7052-6169
San Diego, CA
LPL Financial 10.65%
A/C 1699-2792
San Diego, CA
* This ownership represents seed capital that Janus Capital or an affiliate
provided for the Fund.
L-30
Name of Fund and Class Shareholder and Address of Record Percentage of Ownership
--------------------------------------------------------------------------------------------------------------------
Janus Growth and Income Fund Saxon & Co. 23.04%
Class S Shares FBO 91 Vested Interest
Omnibus Asset
A/C #20-01-302-9912426
Philadelphia, PA
Nationwide Trust Company FSB 17.75%
C/O IPO Portfolio Accounting
Columbus, OH
Charles Schwab & Co., Inc. 10.59%
Special Custody Account
FBO Institutional Client Accounts
San Francisco, CA
Prudential Investment Mgmt. Service 7.30%
FBO Mutual Fund Clients
Jersey City, NJ
Janus High-Yield Fund Wachovia Bank 6.59%
Class S Shares FBO Various Retirement Plans
9888888836 NC 1076
Charlotte, NC
Janus International Forty Fund Janus Capital Group Inc. 31.79%*
Class S Shares Denver, CO
Janus Long/Short Fund Orchard Trust Co. LLC/Ttee. 17.35%
Class S Shares FBO CT Charlton & Assoc., Inc. EE SP 401K
Greenwood Village, CO
FIIOC 16.02%
FBO Orthopedic Associates Inc.
Covington, KY
National Financial Services LLC, Tr. 13.71%
For Exclusive Benefit of Our Customers
New York, NY
FIIOC 9.74%
FBO McLanahan Corporation, Non-Union
Covington, KY
Janus Modular Portfolio Janus Capital Group Inc. 81.71%*
Construction Fund Denver, CO
Class S Shares
Charles Schwab & Co., Inc. 14.61%
Special Custody Account
FBO Institutional Client Accounts
San Francisco, CA
Janus Orion Fund National Financial Services LLC, Tr. 50.85%
Class S Shares For Exclusive Benefit of Our Customers
New York, NY
Capital Bank And Trust Company, Tr. 28.39%
FBO Cherokee Pharmaceuticals LLC 401K PS Plan
Greenwood Village, CO
Janus Overseas Fund National Financial Services LLC, Tr. 14.45%
Class S Shares For Exclusive Benefit of Our Customers
New York, NY
* This ownership represents seed capital that Janus Capital or an affiliate
provided for the Fund.
L-31
Name of Fund and Class Shareholder and Address of Record Percentage of Ownership
--------------------------------------------------------------------------------------------------------------------
State Street Bank & Trust 11.79%
FBO ADP Daily Valuation B 401K Product
North Quincy, MA
Hartford Life Insurance Co. 10.68%
Separate Account DC IV
Hartford, CT
Nationwide Trust Company FSB 6.71%
C/O IPO Portfolio Accounting
Columbus, OH
Janus Research Core Fund Nationwide Trust Company FSB 20.17%
Class S Shares C/O IPO Portfolio Accounting
Columbus, OH
National Financial Services LLC, Tr. 11.94%
For Exclusive Benefit of Our Customers
New York, NY
Saxon & Co. 8.02%
FBO 91 Vested Interest
Omnibus Asset
A/C #20-01-302-9912426
Philadelphia, PA
DWS Trust Company, Ttee. 5.73%
FBO Medegen 401(K) Plan
# 063144
Salem, NH
GPC Securities Inc. 5.21%
As Agent For Bank Of America
FBO Cambridge Valve & Fitting Inc. PS Plan
Atlanta, GA
Janus Research Fund Janus Capital Group Inc. 98.58%*
Class S Shares Denver, CO
Janus Short-Term Bond Fund National Financial Services LLC, Tr. 13.53%
Class S Shares For Exclusive Benefit of Our Customers
New York, NY
Pershing LLC 10.30%
Jersey City, NJ
LPL Financial 7.98%
Account 7891-5495
San Diego, CA
LPL Financial 5.88%
Account 5453-7460
San Diego, CA
Janus Smart Portfolio - Conservative Ameritrade Inc. 62.61%
Class S Shares FBO 9399171901
Omaha, NE
Ameritrade Inc. 10.20%
FBO 9029141301
Omaha, NE
Ameritrade Inc. 9.69%
FBO 9399417201
Omaha, NE
* This ownership represents seed capital that Janus Capital or an affiliate
provided for the Fund.
L-32
Name of Fund and Class Shareholder and Address of Record Percentage of Ownership
--------------------------------------------------------------------------------------------------------------------
LPL Financial 8.80%
Account 6662-6408
San Diego, CA
Ameritrade Inc. 5.87%
FBO 9349075401
Omaha, NE
Janus Smart Portfolio - Growth Janus Capital Group Inc. 52.79%*
Class S Shares Denver, CO
LPL Financial 47.21%
Account 8005-5296
San Diego, CA
Janus Smart Portfolio - Moderate Janus Capital Group Inc. 100.00%*
Class S Shares Denver, CO
Janus Worldwide Fund Nationwide Trust Company FSB 16.64%
Class S Shares C/O IPO Portfolio Accounting
Columbus, OH
Guardian Insurance & Annuity Co. 13.05%
Sep-Acct. L
C/O Paul Iannelli
Equity Acct. 3S
New York, NY
Prudential Retirement-Alliance 11.08%
Separate Acct Investment Products &
Advisory Services
Chicago, IL
Ohio National Life Insurance Co. 9.83%
FBO Its Separate Accounts
Cincinnati, OH
Nationwide Life Ins. Company QPVA 6.40%
C/O IPO Portfolio Accounting
Columbus, OH
Perkins Large Cap Value Fund Janus Capital Group Inc. 100.00%*
Class S Shares Denver, CO
Perkins Mid Cap Value Fund Massachusetts Mutual Life Insurance Company 9.11%
Class S Shares Springfield, MA
Orchard Trust Company LLC, Trustee 6.90%
FBO Employee Benefits Clients
C O Jeff Wayland
Greenwood Village, CO
Wachovia Bank 5.80%
FBO Various Retirement Plans
9888888836 NC 1076
Charlotte, NC
Taynik & Co. 5.09%
C/O Investors Bank & Trust
Boston, MA
Perkins Small Cap Value Fund ING National Trust, Trustee 13.68%
Class S Shares Core Market Retirement Plans
North Quincy, MA
* This ownership represents seed capital that Janus Capital or an affiliate
provided for the Fund.
L-33
Name of Fund and Class Shareholder and Address of Record Percentage of Ownership
--------------------------------------------------------------------------------------------------------------------
Prudential Investment Mgmt. Service 10.07%
FBO Mutual Fund Clients
Newark, NJ
Wachovia Bank 8.32%
FBO Various Retirement Plans
9888888836 NC 1151
Charlotte, NC
American United Life Insurance Co. 7.02%
Group Retirement Annuity
Indianapolis, IN
PWMCO, LLC 5.40%
FBO 101081
Chicago, IL
INTECH Risk-Managed Core Fund Charles Schwab & Co., Inc. 43.03%
Class T Shares Exclusive Benefit of Our Customers
Reinvest. Account
San Francisco, CA
National Financial Services Co. 42.07%
For the Exclusive Benefit of Our Customers
New York, NY
INTECH Risk-Managed Growth Fund Janus Capital Group Inc. 80.83%*
Class T Shares Denver, CO
Charles Schwab & Co., Inc. 19.17%
Exclusive Benefit of Our Customers
Reinvest. Account
San Francisco, CA
INTECH Risk-Managed Janus Capital Group Inc. 100.00%*
International Fund Denver, CO
Class T Shares
INTECH Risk-Managed Value Fund Charles Schwab & Co., Inc. 53.76%
Class T Shares Exclusive Benefit of Our Customers
Reinvest. Account
San Francisco, CA
Janus Capital Group Inc. 46.24%*
Denver, CO
Janus Balanced Fund Charles Schwab & Co., Inc. 39.41%
Class T Shares Exclusive Benefit of Our Customers
Reinvest. Account
San Francisco, CA
National Financial Services Co. 28.79%
For the Exclusive Benefit of Our Customers
New York, NY
Janus Contrarian Fund National Financial Services Co. 37.61%
Class T Shares For the Exclusive Benefit of Our Customers
New York, NY
Charles Schwab & Co., Inc. 36.30%
Exclusive Benefit of Our Customers
Reinvest. Account
San Francisco, CA
* This ownership represents seed capital that Janus Capital or an affiliate
provided for the Fund.
L-34
Name of Fund and Class Shareholder and Address of Record Percentage of Ownership
--------------------------------------------------------------------------------------------------------------------
Janus Enterprise Fund National Financial Services Co. 38.96%
Class T Shares For the Exclusive Benefit of Our Customers
New York, NY
Charles Schwab & Co., Inc. 33.17%
Exclusive Benefit of Our Customers
Reinvest. Account
San Francisco, CA
Janus Flexible Bond Fund National Financial Services Co. 39.14%
Class T Shares For the Exclusive Benefit of Our Customers
New York, NY
Charles Schwab & Co., Inc. 32.93%
Exclusive Benefit of Our Customers
Reinvest. Account
San Francisco, CA
Ameritrade Inc. 5.63%
FEBO Our Customers
Omaha, NE
Prudential Investment Mgmt. Service 5.40%
FBO Mutual Fund Clients
Newark, NJ
Pershing LLC 5.19%
Jersey City, NJ
Janus Forty Fund National Financial Services Co. 72.72%
Class T Shares For the Exclusive Benefit of Our Customers
New York, NY
Charles Schwab & Co., Inc. 21.45%
Exclusive Benefit of Our Customers
Reinvest. Account
San Francisco, CA
Janus Fund National Financial Services Co. 54.57%
Class T Shares For the Exclusive Benefit of Our Customers
New York, NY
Charles Schwab & Co., Inc. 18.32%
Exclusive Benefit of Our Customers
Reinvest. Account
San Francisco, CA
MAC & Co. 8.44%
A/C NYPF3002002
FBO NY State Deferred Comp. Plan
Pittsburgh, PA
Janus Global Life Sciences Fund Charles Schwab & Co., Inc. 46.18%
Class T Shares Exclusive Benefit of Our Customers
Reinvest. Account
San Francisco, CA
National Financial Services Co. 26.48%
For the Exclusive Benefit of Our Customers
New York, NY
Ameritrade Inc. 8.84%
FEBO Our Customers
Omaha, NE
L-35
Name of Fund and Class Shareholder and Address of Record Percentage of Ownership
--------------------------------------------------------------------------------------------------------------------
Janus Global Opportunities Fund Charles Schwab & Co., Inc. 64.68%
Class T Shares Exclusive Benefit of Our Customers
Reinvest. Account
San Francisco, CA
National Financial Services Co. 16.33%
For the Exclusive Benefit of Our Customers
New York, NY
Janus Global Real Estate Fund Charles Schwab & Co., Inc. 99.39%
Class T Shares Exclusive Benefit of Our Customers
Reinvest. Account
San Francisco, CA
Janus Global Research Fund Charles Schwab & Co., Inc. 61.11%
Class T Shares Exclusive Benefit of Our Customers
Reinvest. Account
San Francisco, CA
National Financial Services Co. 24.29%
For the Exclusive Benefit of Our Customers
New York, NY
Janus Global Technology Fund Charles Schwab & Co., Inc. 42.28%
Class T Shares Exclusive Benefit of Our Customers
Reinvest. Account
San Francisco, CA
National Financial Services Co. 28.42%
For the Exclusive Benefit of Our Customers
New York, NY
Ameritrade Inc. 5.81%
FEBO Our Customers
Omaha, NE
Pershing LLC 5.10%
Jersey City, NJ
Janus Government Money Market Charles Schwab & Co., Inc. 43.85%
Fund Exclusive Benefit of Our Customers
Class T Shares Reinvest. Account
San Francisco, CA
Ameritrade Inc. 12.47%
FEBO Our Customers
Omaha, NE
Janus Growth and Income Fund Charles Schwab & Co., Inc. 52.68%
Class T Shares Exclusive Benefit of Our Customers
Reinvest. Account
San Francisco, CA
National Financial Services Co. 17.43%
For the Exclusive Benefit of Our Customers
New York, NY
Janus High-Yield Fund Charles Schwab & Co., Inc. 49.77%
Class T Shares Exclusive Benefit of Our Customers
Reinvest. Account
San Francisco, CA
National Financial Services Co. 27.77%
For the Exclusive Benefit of Our Customers
New York, NY
L-36
Name of Fund and Class Shareholder and Address of Record Percentage of Ownership
--------------------------------------------------------------------------------------------------------------------
Citigroup Global Markets Inc. 7.50%
00109801250
New York, NY
Janus International Equity Fund Charles Schwab & Co., Inc. 98.89%
Class T Shares Exclusive Benefit of Our Customers
Reinvest. Account
San Francisco, CA
Janus International Forty Fund Charles Schwab & Co., Inc. 93.93%**
Class T Shares Exclusive Benefit of Our Customers
Reinvest. Account
San Francisco, CA
Janus Long/Short Fund Charles Schwab & Co., Inc. 99.04%
Class T Shares Exclusive Benefit of Our Customers
Reinvest. Account
San Francisco, CA
Janus Modular Portfolio Charles Schwab & Co., Inc. 65.43%
Construction Fund Exclusive Benefit of Our Customers
Class T Shares Reinvest. Account
San Francisco, CA
Janus Capital Group Inc. 34.57%*
Denver, CO
Janus Money Market Fund Bank of New York 29.44%
Class T Shares As Cust. For Mass Mutual Life Insurance Co.
New York, NY
Bank of New York Mellon, Cust. 29.44%
For NY Life Ins. Co., as Depositor
New York, NY
PFPC Inc., as Agent for PFPC Trust 17.08%
FBO Morningstar Wrap Program Customers
King of Prussia, PA
Charles Schwab & Co., Inc. 13.01%
Exclusive Benefit of Our Customers
Reinvest. Account
San Francisco, CA
Janus Orion Fund Charles Schwab & Co., Inc. 36.98%
Class T Shares Exclusive Benefit of Our Customers
Reinvest. Account
San Francisco, CA
National Financial Services Co. 33.33%
For the Exclusive Benefit of Our Customers
New York, NY
Ameritrade Inc. 6.26%
FEBO Our Customers
Omaha, NE
Janus Overseas Fund National Financial Services Co. 36.43%
Class T Shares For the Exclusive Benefit of Our Customers
New York, NY
Charles Schwab & Co., Inc. 34.73%
Exclusive Benefit of Our Customers
Reinvest. Account
San Francisco, CA
* This ownership represents seed capital that Janus Capital or an affiliate
provided for the Fund.
** The Fund's portfolio manager owns approximately 81.5% of Class T Shares of
the Fund.
L-37
Name of Fund and Class Shareholder and Address of Record Percentage of Ownership
--------------------------------------------------------------------------------------------------------------------
Janus Research Core Fund Charles Schwab & Co., Inc. 51.57%
Class T Shares Exclusive Benefit of Our Customers
Reinvest. Account
San Francisco, CA
National Financial Services Co. 26.50%
For the Exclusive Benefit of Our Customers
New York, NY
Janus Research Fund Charles Schwab & Co., Inc. 41.28%
Class T Shares Exclusive Benefit of Our Customers
Reinvest. Account
San Francisco, CA
National Financial Services Co. 28.03%
For the Exclusive Benefit of Our Customers
New York, NY
Janus Short-Term Bond Fund Charles Schwab & Co., Inc. 40.92%
Class T Shares Exclusive Benefit of Our Customers
Reinvest. Account
San Francisco, CA
National Financial Services Co. 40.63%
For the Exclusive Benefit of Our Customers
New York, NY
Janus Smart Portfolio - Conservative Charles Schwab & Co., Inc. 27.00%
Class T Shares Exclusive Benefit of Our Customers
Reinvest. Account
San Francisco, CA
National Financial Services Co. 20.89%
For the Exclusive Benefit of Our Customers
New York, NY
Brown Brothers, Harriman and Company 11.77%
As Custodian for 2700037
Jersey City, NJ
Ameritrade Inc. 10.71%
FEBO Our Customers
Omaha, NE
Pershing LLC 5.13%
Jersey City, NJ
Janus Smart Portfolio - Growth National Financial Services Co. 35.51%
Class T Shares For the Exclusive Benefit of Our Customers
New York, NY
Charles Schwab & Co., Inc. 30.67%
Exclusive Benefit of Our Customers
Reinvest. Account
San Francisco, CA
Ameritrade Inc. 11.65%
FEBO Our Customers
Omaha, NE
Janus Smart Portfolio - Moderate Charles Schwab & Co., Inc. 33.92%
Class T Shares Exclusive Benefit of Our Customers
Reinvest. Account
San Francisco, CA
National Financial Services Co. 28.45%
For the Exclusive Benefit of Our Customers
New York, NY
L-38
Name of Fund and Class Shareholder and Address of Record Percentage of Ownership
--------------------------------------------------------------------------------------------------------------------
Pershing LLC 11.11%
Jersey City, NJ
Ameritrade Inc. 6.97%
FEBO Our Customers
Omaha, NE
Janus Triton Fund National Financial Services Co. 47.66%
Class T Shares For the Exclusive Benefit of Our Customers
New York, NY
Charles Schwab & Co., Inc. 35.83%
Exclusive Benefit of Our Customers
Reinvest. Account
San Francisco, CA
Janus Twenty Fund National Financial Services Co. 18.96%
Class T Shares For the Exclusive Benefit of Our Customers
New York, NY
Charles Schwab & Co., Inc. 18.02%
Exclusive Benefit of Our Customers
Reinvest. Account
San Francisco, CA
Minnesota State Retirement System 9.92%
Defined Contribution Plans
St. Paul, MN
Ohio Public Employee Deferred Compensation Program 6.70%
Columbus, OH
Nationwide Life Ins. Company QPVA 5.95%
C/O IPO Portfolio Accounting
Columbus, OH
Hartford Life Insurance Company 5.34%
DC III Separate Account
Hartford, CT
Janus Venture Fund Charles Schwab & Co., Inc. 44.23%
Class T Shares Exclusive Benefit of Our Customers
Reinvest. Account
San Francisco, CA
National Financial Services Co. 25.46%
For the Exclusive Benefit of Our Customers
New York, NY
Ameritrade Inc. 5.17%
FEBO Our Customers
Omaha, NE
Janus Worldwide Fund Charles Schwab & Co., Inc. 36.82%
Class T Shares Exclusive Benefit of Our Customers
Reinvest. Account
San Francisco, CA
National Financial Services Co. 30.91%
For the Exclusive Benefit of Our Customers
New York, NY
Perkins Large Cap Value Fund Charles Schwab & Co., Inc. 87.36%
Class T Shares Exclusive Benefit of Our Customers
Reinvest. Account
San Francisco, CA
L-39
Name of Fund and Class Shareholder and Address of Record Percentage of Ownership
--------------------------------------------------------------------------------------------------------------------
Janus Capital Group Inc. 6.94%*
Denver, CO
Perkins Mid Cap Value Fund National Financial Services Corp. 40.79%
Class T Shares For the Exclusive Benefit of Our Customers
New York, NY
Charles Schwab & Co., Inc. 26.63%
Reinvest. Account
San Francisco, CA
Pershing LLC 5.66%
Jersey City, NJ
Perkins Small Cap Value Fund National Financial Services Co. 27.43%
Class T Shares For the Exclusive Benefit of Our Customers
New York, NY
Charles Schwab & Co., Inc. 26.05%
Exclusive Benefit of Our Customers
Reinvest. Account
San Francisco, CA
Prudential Investment Mgmt. Service 8.11%
FBO Mutual Fund Clients
Newark, NJ
* This ownership represents seed capital that Janus Capital or an affiliate
provided for the Fund.
L-40
APPENDIXbox
/ /
608999900109999999999 xxxxxxxxxxxxxx JIF 28315 M 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, two of which still remain: (i) claims by a
putative class of shareholders of Janus Capital Group Inc. ("JCGI") asserting
claims on behalf of the shareholders against JCGI and Janus Capital (First
Derivative Traders et al. v. Janus Capital Group Inc. et al., U.S. District
Court, District of Maryland, MDL 1586, formerly referred to as Wiggins, et al.
v. Janus Capital Group, Inc., et al., U.S. District Court, District of Maryland,
Case No. 04-CV-00818); and (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).
In the First Derivative Traders case (action (i) above), a Motion to
Dismiss was previously granted and the matter was dismissed in May 2007.
Plaintiffs appealed that dismissal to the United States Court of Appeals for the
Fourth Circuit ("Fourth Circuit"). In May 2009, the Fourth Circuit reversed the
order of dismissal and remanded the case back to the Court for further
proceedings. In October 2009, JCGI and Janus Capital filed a petition for a writ
of certiorari with the United States Supreme Court to review the judgment of the
Fourth Circuit. On January 11, 2010, the Supreme Court asked the United States
Solicitor General to file a brief on the question of whether the petition should
be granted. As a result of these developments at the Supreme Court, the Court
has stayed all further proceedings until the Supreme Court rules on the petition
for a writ of certiorari. In the Steinberg case (action (ii) above), the Court
entered an order on January 20, 2010, granting Janus Capital's Motion for
Summary Judgment and dismissing the remaining claims asserted against the
company. However, on February 17, 2010, Plaintiffs filed a Notice of Appeal with
the Fourth Circuit.
M-1
In addition to the lawsuits described above, the Auditor of the State of
West Virginia ("Auditor"), in his capacity as securities commissioner, 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. On July 31, 2009, Janus filed a "Notice that Matter is Deemed
Concluded." At this time, no further proceedings are scheduled in this matter.
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.
M-2
FORM OF PROXY CARD
[Janus Logo]
PLEASE VOTE THIS PROXY CARD TODAY!
PROXY TABULATOR YOUR PROMPT RESPONSE WILL SAVE THE EXPENSE
P.O. BOX 859232 OF ADDITIONAL MAILINGS
BRAINTREE, MA 02185-9232
VOTE VIA THE TELEPHONE VOTE VIA THE INTERNET VOTE BY MAIL
1. Read the Proxy Statement and have 1. Read the Proxy Statement and have 1. Read the Proxy Statement
this card at hand this card at hand
2. Mark the appropriate box(es) on
2. Call toll-free at 1-800-825-0898 2. Log on to WWW.KINGPROXY.COM/JANUS this proxy card
and follow the recorded and follow the on-screen
instructions instructions 3. Sign and date this proxy card
3. If you vote via the telephone, you 3. If you vote via the Internet, you 4. Mail your completed proxy card in
do not need to mail this proxy do not need to mail this proxy the enclosed envelope
card card
JANUS INVESTMENT FUND
SPECIAL MEETING OF SHAREHOLDERS
(FUND NAME PRINTS HERE) TO BE HELD JUNE 10, 2010
THIS PROXY IS SOLICITED ON BEHALF OF THE TRUSTEES OF JANUS INVESTMENT FUND. The undersigned, revoking any previous proxies, hereby
appoints Robin C. Beery, Jesper Nergaard, and Stephanie Grauerholz-Lofton or any of them, as attorneys and proxies, with full
power of substitution to each, to vote the shares which the undersigned is entitled to vote at the Special Meetings of
Shareholders ("Meetings") of the Fund listed above to be held at the JW Marriott Hotel, 150 Clayton Lane, Denver, CO on June 10,
2010 at 9:30 a.m. and 10:00 a.m. Mountain Time and at any adjournment(s) or postponement(s) of such Meetings. As to any other
matter that properly comes before the Meetings or any adjournment(s) or postponement(s) thereof, the persons appointed above may
vote in accordance with their best judgment. The undersigned hereby acknowledges receipt of the accompanying Proxy Statement and
Notice of Special Meetings.
NOTE: Please sign exactly as your name(s) appears on the Proxy. If you
are signing this Proxy for a corporation, estate, trust or in other
fiduciary capacity, for example, as a trustee, please state that
capacity or title along with your signature.
-------------------------------------------- ------------------
Signature Date
-------------------------------------------- ------------------
Signature (Joint Owners) Date
xxxxxxxx +
WHEN THIS PROXY IS PROPERLY EXECUTED, THE SHARES REPRESENTED HEREBY WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE,
THIS PROXY WILL BE VOTED "FOR" THE PROPOSAL(S) SET FORTH BELOW.
PLEASE MARK THE BOXES BELOW IN BLUE OR BLACK INK AS FOLLOWS. EXAMPLE: [X]
FOR all nominees listed WITHHOLD
1. Election of ten Trustees: (except as noted on the authority to vote
(all funds) line at left) for all nominees
01. Jerome S. Contro 02. William F. McCalpin 03. John W. McCarter, Jr.
04. Dennis B. Mullen 05. James T. Rothe 06. William D. Stewart [ ] [ ]
07. Martin H. Waldinger 08. Linda S. Wolf 09. John H. Cammack
10. John P. McGonigle
--------------------------------------------------------------------------------------------------------------
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE(S), WRITE THE NAME(S) OF THE NOMINEE(S)
ON THE LINE ABOVE).
2. Approve an amended and restated investment advisory agreement to change the investment advisory fee rate from a fixed
rate to a rate that adjusts up or down based upon the Fund's performance relative to its benchmark index.
FOR AGAINST ABSTAIN
(applicable fund) [ ] [ ] [ ]
3. Approve an amended and restated investment advisory agreement to change the Fund's benchmark index for purposes of
calculating the performance-based investment advisory fee.
FOR AGAINST ABSTAIN
Janus Global Real Estate Fund [ ] [ ] [ ]
4. Approve an amended and restated investment advisory agreement to allow Janus Capital to engage a subadviser for the
Fund.
FOR AGAINST ABSTAIN
Janus Global Opportunities Fund [ ] [ ] [ ]
5. Approve a subadvisory agreement between Janus Capital Management LLC and Perkins Investment Management LLC.
FOR AGAINST ABSTAIN
Janus Global Opportunities Fund [ ] [ ] [ ]
PLEASE SIGN ON THE REVERSE SIDE OF THIS CARD