UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment
(Amendment No. ______________ )
Filed by the Registrant [X]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)) | |
| x | 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
(Address of Principal Executive Offices)
303-333-3863
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(Registrant's
(Registrant’s Telephone No., including Area Code)
Stephanie Grauerholz-Lofton --Grauerholz — 151 Detroit Street, Denver, Colorado 80206-4805
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(Name
(Name and Address of Agent for Service)
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)
| x | No fee required. | |||
| ¨ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |||
| (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 Rule 0-11 (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 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 Schedule and the date of its filing. | |||
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| (3) | Filing Party: | |||
| (4) | Date Filed: | |||
For shareholders of Janus Investment Fund |  |
May 5, 2016
Dear Shareholder:
As a shareholder of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit priceone or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forthmore Janus mutual funds, 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 part 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 Schedule 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 LOGO)
JANUS MID CAP VALUE FUND
JANUS SMALL CAP VALUE FUND
August 27, 2008
Dear Shareholder:
The Board of Trustees for your Fund is requesting that you vote on a proposal to approve a new subadvisory agreement between your Fund's investment
adviser, Janus Capital Management LLC ("Janus Capital"), and your Fund's current
subadviser, Perkins, Wolf, McDonnell and Company, LLC ("PWM"). The proposed new
subadvisory agreement will be substantially similarelect eight Trustees to serve on the current subadvisory
agreement in place forBoard of Trustees of your Fund. The proposal arises because Janus Capital,
which currently owns a 30% interest in PWM, has entered into an agreement to
acquire an additional 50% interest in PWM. Under applicable law, this
transaction could result in a change in control of PWM that could cause an
automatic termination of the current subadvisory agreement. We are therefore
seeking your approval of a new agreement so that PWM can continue to serve as
your Fund's subadviser.
The Board of Trustees for your Fund is also requesting that you vote on a
proposal to approve an amended and restated investment advisory agreement
between your Fund and its investment adviser, Janus Capital. The proposed
amended and restated investment advisory agreement will make Janus Capital,
rather than your Fund, responsible for paying PWM for its services as
subadviser, which would be in line with industry standard regarding payment of
subadvisory fees. The proposed amended and restated investment advisory
agreement for Janus Small Cap Value Fund will also change that Fund's investment
advisory fee structure from a fixed rate to a rate that adjusts up or down based
upon the Fund's performance relative to its benchmark index, the Russell 2000(R)
Value Index. (The current investment advisory agreement for Janus Mid Cap Value
Fund already provides for a similar performance adjustment.) The Board of
Trustees believes that moving to a fee schedule that moves up or down based upon
the Fund's performance better aligns the interests of the Fund's managers with
those of the shareholders of the Fund. Please read the Proxy Statement for a
description of the performance-based fee structure you are being asked to
approve. All other terms of the amended and restated investment advisory
agreement will be substantially similar to the current investment advisory
agreement in place for your Fund.
These proposals will be presented to shareholders at a joint Special Meeting of Shareholders to be held October 30, 2008. For additional details
abouton June 14, 2016. The proposal is briefly summarized below and in the proposals, please readSynopsis section that precedes the Questions and Answers section at the
beginningenclosed joint proxy statement (the “Proxy Statement”). The Proxy Statement includes a detailed discussion of the enclosed Proxy Statement,proposal, which you should read carefully. The Board of Trustees recommends that you vote to approve the proposal as wellpresented.
The proposal for your consideration applies to all Janus funds,and asks that shareholders elect eight Trustees to serve on the Board of Trustees. Six 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. 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 Independent Trustees of the entire Proxy
Statement.
THE INDEPENDENT TRUSTEES OF EACH FUND BELIEVE THE PROPOSALS ARE IN THE BEST
INTEREST OF SHAREHOLDERS AND HAVE RECOMMENDED THAT SHAREHOLDERS VOTE "FOR" THE
PROPOSED NEW SUBADVISORY AGREEMENT AND THE PROPOSED AMENDED AND RESTATED
INVESTMENT ADVISORY AGREEMENT.
Funds believe that the proposal is in the best interest of each Fund and its shareholders and have recommended that shareholders vote “FOR” the proposal.
You can vote in one of four ways:
- BY MAIL
Your vote is extremely important, so please read the enclosed Proxy Statement carefully and submit your vote. If you have any questions about the proposals,proposal, please call ourthe proxy solicitor, D.F. King & Co., Inc.,Computershare Fund Services, at 1-800-628-8528.
1-866-492-0863.
Thank you for your consideration of these important proposals.the proposal. We value you as a shareholder and look forward to our continued relationship.
Sincerely,
/s/ Robin C. Beery
Robin C. Beery
President and Chief Executive Officer
/s/ William F. McCalpin
William F. McCalpin
Chairman of the Board of
Janus Investment Fund
JANUS INVESTMENT FUND
JANUS MID CAP VALUE FUND
JANUS SMALL CAP VALUE FUND
151 DETROIT STREET
DENVER, COLORADODetroit Street
Denver, Colorado 80206
NOTICE OF A JOINT SPECIAL MEETING OF SHAREHOLDERS
Notice is hereby given that a joint Special Meeting of Shareholders of Janus Mid Cap Value Fund and Janus Small Cap Value Fund (each, a "Fund" and
together, the "Funds"), each a series of Janus Investment Fund (the "Trust"“Trust,” each separate series thereof, a “Fund”), has been called to be held at the JW Marriott Hotel, 150 Clayton Lane, Denver, Colorado 80206, on October 30, 2008,June 14, 2016 at 10:9:00 a.m. Mountain Time (together with any adjournments or postponements thereof, the "Meeting"“Meeting”). At the Meeting, shareholders of each Fund will be asked to vote on the proposalsproposal set forth below as applicable, and to transact such other business, if any, as may properly come before the Meeting.
Proposal 1: Janus Mid Cap Value Fund only:1. To approve a new subadvisory
agreement between Janus Capital Management LLC ("Janus
Capital"), the Fund's investment adviser, and Perkins, Wolf,
McDonnell and Company, LLC ("PWM"), the Fund's current
subadviser.
Proposal 2: Janus Small Cap Value Fund only: To approve a new subadvisory
agreement between Janus Capital, the Fund's investment adviser,
and PWM, the Fund's current subadviser.
Proposal 3: Janus Mid Cap Value Fund only: To approve an amended and
restated investment advisory agreement between the Trust, on
behalfelect eight Trustees, each of the Fund, and Janus Capital, to reallocate the
obligation to compensate any subadviser engaged by Janus
Capital.
Proposal 4: Janus Small Cap Value Fund only: To approve an amended and
restated investment advisory agreement between the Trust, on
behalf of the Fund, and Janus Capital, to reallocate the
obligation to compensate any subadviser engaged by Janus
Capital, and 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, the Russell
2000(R) Value Index.
Shareholders of record of each Fund, as of the close of business on August
20, 2008,April 5, 2016, will receive notice of the Meeting and will be entitled to vote at the Meeting.
SHAREHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING ARE URGED TO 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 TO
TAKE ADVANTAGE OF THE INTERNET OR TELEPHONIC VOTING PROCEDURES DESCRIBED ON THE
ENCLOSED PROXY CARD(S)Meeting with respect to the proposal.
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). IF YOU WISH TO ATTEND THE MEETING AND VOTE YOUR SHARES
IN PERSON AT THAT TIME, YOU WILL STILL BE ABLE TO DO SO.
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.
By order of the Board of Trustees,
/s/ Robin C. Beery
Robin C. Beery
/s/ Bruce L. Koepfgen
Bruce L. Koepfgen
President and Chief Executive Officer of
Janus Investment Fund
August 27, 2008
May 5, 2016
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 14, 2016:
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
(or janus.com/reports if you hold shares directly with Janus Capital).
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 cardcard(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 |
TABLE OF SHAREHOLDERS
JOINT PROXY STATEMENT
This is a joint Proxy Statement for Janus Mid Cap Value Fund and Janus
Small Cap Value Fund (each, a "Fund" and together, the "Funds"), each a series
of Janus Investment Fund (the "Trust"). Proxies for a joint Special Meeting of
Shareholders of each Fund are being solicited by the Board of Trustees of the
Trust (the "Board," the "Board of Trustees" or the "Trustees") to approve the
following proposals, as applicable, that have already been approved by the
Board:
Proposal 1: Janus Mid Cap Value Fund only: To approve a new subadvisory
agreement between Janus Capital Management LLC ("Janus
Capital"), the Fund's investment adviser, and Perkins, Wolf,
McDonnell and Company, LLC ("PWM"), the Fund's current
subadviser.
Proposal 2: Janus Small Cap Value Fund only: To approve a new
subadvisory agreement between Janus Capital, the Fund's
investment adviser, and PWM, the Fund's current subadviser.
Proposal 3: Janus Mid Cap Value Fund only: To approve an amended and
restated investment advisory agreement between the Trust, on
behalf of the Fund, and Janus Capital, to reallocate the
obligation to compensate any subadviser engaged by Janus
Capital.
Proposal 4: Janus Small Cap Value Fund only: To approve an amended and
restated investment advisory agreement between the Trust, on
behalf of the Fund, and Janus Capital, to reallocate the
obligation to compensate any subadviser engaged by Janus
Capital, and 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, the
Russell 2000(R) Value Index.
1
The joint Special Meeting of Shareholders will be held at the JW Marriott
Hotel, 150 Clayton Lane, Denver, Colorado 80206, on October 30, 2008 at 10:00
a.m. Mountain Time, or at such later time as may be necessary due to
adjournments or postponements thereof (the "Meeting"). Any shareholder of record
who owned shares of a Fund as of the close of business on August 20, 2008 (the
"Record Date"), will receive notice of the Meeting and will be entitled to vote
at the Meeting.
At the Meeting, you will be asked to vote on the proposals for the 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., at 1-800-628-8528. The Proxy Statement, Notice
of Special Meeting, and the proxy card(s) are first being mailed to shareholders
on or about August 27, 2008.
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 1-800-525-3713, VIA THE INTERNET AT WWW.JANUS.COM, OR
BY SENDING A WRITTEN REQUEST TO THE SECRETARY OF THE TRUST AT 151 DETROIT
STREET, DENVER, COLORADO 80206.
2
QUESTIONS AND ANSWERS
CONTENTS
SYNOPSIS | 1 | |||
JOINT PROXY STATEMENT | 3 | |||
Proposal 1 – Election of Trustees | 4 | |||
Introduction | 4 | |||
General Information Regarding the Board of Trustees | 8 | |||
Committees of the Board of Trustees | 10 | |||
Process for Identifying and Evaluating Trustee Nominees and Nominee Qualifications | 11 | |||
Board Oversight of Risk Management | 13 | |||
Trustee Share Ownership | 14 | |||
Compensation of Trustees | 16 | |||
Officers of the Trust | 17 | |||
MANAGEMENT AND OTHER SERVICE PROVIDERS | 18 | |||
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 18 | |||
ADDITIONAL INFORMATION ABOUT THE MEETING | 20 | |||
Quorum and Voting | 20 | |||
Fund Share Ownership | 20 | |||
Solicitation of Proxies | 21 | |||
Shareholder Proposals for Subsequent Meetings | 22 | |||
Shareholder Communications | 23 | |||
Reports to Shareholders and Financial Statements | 23 | |||
Other Matters to Come Before the Meeting | 24 | |||
APPENDICES | ||||
Appendix A – Nominating and Governance Committee Charter | A-1 | |||
Appendix B – Principal Officers of the Trust and Their Principal Occupations | B-1 | |||
Appendix C – Number of Outstanding Shares | C-1 | |||
Appendix D – 5% Beneficial Owners of Outstanding Shares | D-1 |
i
The following Questions and Answers aresynopsis is intended to provide an overview of the information provided in this Proxy Statementthe joint proxy statement (the “Proxy Statement”) and to summarize the proposalsproposal to be considered at the joint Special Meeting of Shareholders, or at any adjournment thereof.
WHAT IS BEING PROPOSED?
You are being askedor postponement thereof (the “Meeting”).
What is the purpose of this proxy solicitation?
The purpose of this proxy solicitation is to approve a new subadvisory agreement between Janus
Capital Management LLC ("Janus Capital"), your Fund's investment adviser, and
Perkins, Wolf, McDonnell and Company, LLC ("PWM"), your Fund's subadviser (the
"New Subadvisory Agreement"). A formask shareholders of the proposed New Subadvisory Agreement
is attached as Exhibit A to this Proxy Statement.
You are also being asked to approve an amended and restated investment
advisory agreement between youreach Fund and Janus Capital, which has been amended
to provide that Janus Capital would be responsible for compensating PWM for its
services, rather than PWM being compensated directly by your Fund (the "Amended
Advisory Agreement"). In addition, the Amended Advisory Agreement for Janus
Small Cap Value Fund will change the investment advisory fee rate paid to Janus
Capital from a fixed rate to a rate that adjusts up or down based upon the
Fund's performance relative to its benchmark index, the Russell 2000(R) Value
Index. A form of the proposed Amended Advisory Agreements for Janus Mid Cap
Value Fund and Janus Small Cap Value Fund is attached as Exhibit B to this Proxy
Statement.
The following table identifies which Fund is entitled to vote on each
proposal:
Who are the Pending Acquisition may be deemednominees to be a sale of
a "controlling block" of PWM's voting securitieselected Trustees?
You are being asked to elect eight Trustees to serve on the Board: Alan A. Brown, William D. Cvengros, Raudline Etienne, William F. McCalpin, Gary A. Poliner, James T. Rothe, William D. Stewart, and as a result, the
consummationLinda S. Wolf. All nominees, other than Raudline Etienne and Gary A. Poliner, are currently Trustees of the Pending Acquisition could resultTrust and have served in an automatic terminationthat capacity since originally elected or appointed. Ms. Etienne and Mr. Poliner were unanimously approved by the Board to stand for election, upon a recommendation from the Trust’s Nominating and Governance Committee. Each of the current subadvisory agreements betweenTrustees and Ms. Etienne and Mr. Poliner are considered “independent,” meaning that the Trustees and nominees are not affiliated with Janus Capital and PWM. Therefore,
shareholdersManagement LLC (“Janus Capital”), the Funds’ adviser, or its related entities (an “Independent Trustee”).
Why am I being asked to elect Trustees?
The Funds are not required to hold annual meetings or to elect Trustees annually. Since the last Trustee election in 2010, the Board has sought to maintain its size at eight members, with each serving as an Independent Trustee. Currently, the Board only has six members, all of whom are Independent Trustees. While the Board ordinarily can fill vacancies without a shareholder vote, under applicable laws new Trustees may not be appointed if after such appointment two-thirds of the Funds willTrustees would not have been elected by shareholders, which would be the case if Ms. Etienne and Mr. Poliner were appointed to the Board. Accordingly, you are being asked to approve new subadvisory agreements
between Janus Capitalelect Ms. Etienne and PWM.
ConsummationMr. Poliner and each currently serving Trustee as Independent Trustees (1) to return the Board to its normal size and (2) to provide the Board with flexibility going forward to replace Trustees as needed without the time and expense of unnecessary proxy solicitations.
Information about the Trustee nominees, including age, principal occupations during the past five years, and other information, such as the nominees’ experience, qualifications, attributes, or skills, is set forth in the Proxy Statement.
Additional Information
What is the recommendation of the Pending Acquisition is not expected to have any
material impact on the principal investment policies, strategies, or risks of
the Funds. Your current subadviser, including your current Portfolio Managers,
will still be responsible for the day-to-day management of your Fund immediately
following the transaction. In addition, the management fee rate paid by Janus
Mid Cap Value Fund will not change as a result of the Pending Acquisition. If
shareholders of Janus Small Cap Value Fund approve Proposal 4, the base
management fee rate paid by that Fund will not change, but the performance-based
fee adjustment may increase or decrease the rate of the advisory fee based on
the Fund's performance relative to its benchmark index, the Russell 2000(R)
Value Index.
If approved by shareholders and if certain other conditions, as described
in the Purchase Agreement or as otherwise agreed to by Janus Capital and PWM,
are satisfied, the Pending Acquisition, the amended and restated investment
advisory
4
agreements, and the subadvisory agreements are each expected to become effective
in the fourth quarter of 2008. After the closing of the Pending Acquisition, the
Funds intend to change their names to "Perkins Mid Cap Value Fund" and "Perkins
Small Cap Value Fund," respectively.
WHY AM I BEING ASKED TO APPROVE A NEW SUBADVISORY AGREEMENT?
Under the Investment Company Act of 1940, as amended (the "1940 Act"), the
structure of the Pending Acquisition could be deemed an "assignment" of the
current subadvisory agreement between Janus Capital and PWM, which automatically
terminates the current subadvisory agreement and requires approval of a new
subadvisory agreement if PWM is to continue to serve as subadviser. The proposed
New Subadvisory Agreement for your Fund is substantially similar to the current
subadvisory agreement. The Board of Trustees has approved the New Subadvisory
Agreements and authorized submission of each agreement to shareholders for
approval.
WHY AM I BEING ASKED TO APPROVE AN AMENDED AND RESTATED INVESTMENT ADVISORY
AGREEMENT?
The Amended Advisory Agreement for your Fund will reallocate, from your
Fund to Janus Capital, the obligation to compensate any subadviser engaged by
Janus Capital for its services as subadviser. Under the current and proposed
subadvisory relationship, PWM would continue to act as subadviser. In addition,
the Amended Advisory Agreement for Janus Small Cap Value Fund will change that
Fund's investment advisory fee structure from a fixed rate to a rate that
adjusts up or down based upon the Fund's performance, as described in the
question below. Shareholders of Janus Small Cap Value Fund should note that, if
they approve the proposed Amended Advisory Agreement for that Fund, PWM's
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 PWM. These proposed amendments to the current advisory agreements require
your approval of an Amended Advisory Agreement.
WHY IS THE BOARD PROPOSING MOVING TO A PERFORMANCE-BASED FEE SCHEDULE FOR JANUS
SMALL CAP VALUE FUND?
The Board believes that a fee schedule that adjusts based upon the positive
or negative performance of the Fund, relative to its benchmark index, better
aligns the interests of the managers with those of the Fund's shareholders. It
is possible, however, that the addition of a performance-based fee structure may
not always align these interests. (The current investment advisory agreement for
Janus Mid Cap Value Fund already provides for a performance adjustment.)
Currently, Janus Small Cap Value Fund pays an advisory fee at a fixed annual
rate. As proposed, the rate of investment advisory fee payable to Janus Capital
would decrease when the Fund does not perform well, relative to its benchmark
index, and would increase
5
during periods when the Fund outperforms its benchmark index. In addition, since
PWM receives 50% of the advisory fee payable to Janus Capital, PWM's
compensation for managing that Fund will also be subject to performance
adjustments. Janus Capital and PWM believe that the proposed advisory fee
structure will enable them to maintain the quality of services they provide to
the Fund and to attract and retain talented investment personnel.
WHAT IS THE RECOMMENDATION OF THE BOARD OF TRUSTEES?
Trustees?
The Board of Trustees recommends that you vote "FOR"“FOR” the proposals
applicableproposal.
1
Who is eligible to your Fund.
WHO WILL PAY FOR THE PROXY SOLICITATION?
Janus Capital and PWM will jointly bear the costs associated with the
Meeting and the proxy solicitation. Neither you nor your Fund will bear any of
those costs.
WHAT WILL HAPPEN IF SHAREHOLDERS OF A FUND DO NOT APPROVE THE APPLICABLE
PROPOSALS?
If shareholders of a Fund do not approve the proposals applicable to their
Fund, the current investment advisory and subadvisory agreements will remain in
effect with respect to the Funds. The Board of Trustees will take such action as
it deems to be in the best interest of the Funds, including potentially
soliciting additional proxies.
WHO IS ELIGIBLE TO VOTE?
vote?
Shareholders of record who owned shares of a Fund at the close of business on August 20, 2008April 5, 2016 (the "Record Date"“Record Date”) will be entitled to be present and vote at the Meeting. Those shareholders are entitled to one vote for each whole dollar (and a proportionate fractional vote for each fractional dollar) of net asset value owned on all matters presented at the Meeting regarding their respective Fund.
HOW DO
How do I VOTE MY SHARES?
vote my shares?
You can vote in any one of four ways:
- BY MAIL,
Whichever method you choose, please take the time to read the full text of the Proxy Statement before you vote.
6
It is important that shareholders respond to ensure that there is a quorum for the 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 do not receive sufficient votes to approve the New Subadvisory Agreements
or the Amended Advisory Agreementsproposal by the date of the Meeting, we may adjourn the Meeting to a later date so that we can continue to seek additional votes. IFSubmitting your vote promptly will help to save costs associated with additional solicitations.
If I SEND MY VOTE IN NOW AS REQUESTED, CANsend my vote in now as requested, can I CHANGE IT LATER?
change it later?
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 at 151 Detroit Street, Denver, Colorado 80206; (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. This will help us ensure that an adequate number of shares are present at the Meeting for consideration of the proposals.
WHAT IS THE REQUIRED VOTE TO APPROVE THE PROPOSALS FOR EACH FUND?
Approvalproposal.
What is the required vote to approve the proposal?
Election of each applicable proposalthe Trustees will be determined by a Fund will require the affirmative vote of a "majorityplurality (the greatest number of the outstanding voting securities" of that Fund within
the meaning of the 1940 Act. A "majority of the outstanding voting securities"
means the lesser of (i) 67% or moreaffirmative votes) of the shares of all Funds of the Fund presentTrust voting in person or by proxy at the Meeting.
Quorum for consideration of the proposal 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"). Thirtyis thirty percent of the shares entitled to vote shall
constituteof all Funds.
Who should I call for additional information about this Proxy Statement?
Please call Computershare, the proxy solicitor engaged by Janus Capital, at1-866-492-0863.
2
May 5, 2016
JANUS INVESTMENT FUND
Janus Adaptive Global Allocation Fund Janus Asia Equity Fund Janus Balanced Fund Janus Contrarian Fund Janus Diversified Alternatives Fund Janus Emerging Markets Fund Janus Enterprise Fund Janus Flexible Bond Fund Janus Forty Fund Janus 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 International Equity 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 Twenty Fund Janus Venture Fund INTECH Emerging Markets Managed Volatility Fund INTECH Global Income Managed Volatility Fund INTECH International Managed Volatility Fund INTECH U.S. Core 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, Colorado 80206
JOINT SPECIAL MEETING OF SHAREHOLDERS
This is a quorum.
Additionally, implementationjoint proxy statement (“Proxy Statement”) for the Janus funds listed above (each, a “Fund” and collectively, the “Funds”), each a series of Janus Investment Fund (the “Trust”). Proxies for a joint Special Meeting of Shareholders of each Fund are being solicited by the Board of Trustees of the New Subadvisory AgreementsTrust (the “Board,” the “Board of Trustees,” or the “Trustees”) to approve the following proposal that has already been approved by the Board:
Proposal 1. For the Trust, to elect eight Trustees, each of whom is considered “independent.”
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The joint Special Meeting of Shareholders will be held at the JW Marriott Hotel, 150 Clayton Lane, Denver, Colorado 80206, on June 14, 2016 at 9:00 a.m. Mountain Time, or at such later time as may be necessary due to adjournments or postponements thereof (the “Meeting”). Any shareholder of record who owned shares of a Fund as of the close of business on April 5, 2016 (the “Record Date”), will receive notice of the Meeting and will be entitled to vote at the Meeting.
At the Meeting, you will be asked to vote on the proposal applicable to the 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, Computershare Fund Services (“Computershare”), at 1-866-492-0863. This Proxy Statement, Notice of Special Meeting, and the Amended Advisory Agreementsproxy card(s) are first being mailed to shareholders on or about May 5, 2016.
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 1-877-335-2687 (or 1-800-525-3713 if you hold shares directly with Janus Capital Management LLC (“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 at 151 Detroit Street, Denver, Colorado 80206.
ELECTION OF TRUSTEES
(All Janus funds)
At the Meeting, shareholders of all Funds will be asked to elect eight individuals to constitute the Trust’s Board of Trustees. All nominees, other than Raudline Etienne and Gary A. Poliner, are currently Trustees of the Trust and have served in that capacity since originally elected or appointed. Ms. Etienne and Mr. Poliner were unanimously approved by the Board to stand for election, upon a recommendation from the Trust’s Nominating and Governance Committee.
The Funds are not required to hold annual meetings or to elect Trustees annually. Since the last Trustee election in 2010, the Board has sought to maintain its size at eight members, with each serving as a Trustee who is contingent uponnot an “interested” person (as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended (the “1940 Act”)) of the Trust or Janus Capital, the Funds’ investment adviser, (an “Independent Trustee”). Currently, the Board only has six members, all of whom are Independent Trustees. While the Board ordinarily can fill vacancies without a shareholder vote, under applicable laws new Trustees may not be appointed if after such appointment two-thirds of the Trustees would not have been elected by shareholders, which would be the case if Ms. Etienne and Mr. Poliner were appointed
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to the Board. Accordingly, you are being asked to elect Ms. Etienne and Mr. Poliner and each currently serving Trustees as Independent Trustees (1) to return the Board to its normal size and (2) to provide the Board with flexibility going forward to replace Trustees as needed without the time and expense of unnecessary proxy solicitations.
The eight nominees for election as Trustees who receive the greatest number of votes from shareholders voting in person or by proxy at the Meeting will be elected as Trustees of the Trust. These eight nominees were selected after careful consideration by the Trust’s Nominating and Governance Committee, a committee consisting entirely of Independent Trustees, and the nominations were approved by all of the current Independent Trustees. Six of the eight nominees currently serve as Trustees of the Trust. Each nominee has consented to serve as a Trustee and to being named in this Proxy Statement. The persons named as proxies on the enclosed proxy card(s) will vote for the election of the nominees named below unless authority to vote for any or all of the nominees is withheld.
If elected, each Trustee will serve as a Trustee until the next meeting of the shareholders, if any, called for the purpose of electing Trustees or until the election and qualification of a successor. If a Trustee sooner dies, resigns, retires (required at end of calendar year in which the Trustee turns age 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 nominees 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 are not required, and do not intend, to hold annual shareholder meetings for the purpose of electing Trustees. Shareholders also have the right to call a meeting to remove a Trustee or to take other action described in the Trust’s organizational documents. Also, if at any time less than a majority of the Trustees holding office have been elected by the Trust’s shareholders, the Trustees then in office will promptly call a shareholder meeting for the purpose of electing Trustees.
The nominees for Trustees and their backgrounds are shown on the following pages. This information includes each nominee’s name, age, principal occupation(s) and other information about the nominee’s professional background, including other directorships the nominee holds or held, during the past five years. The address of each nominee is 151 Detroit Street, Denver, Colorado 80206. Each nominee, other than Raudline Etienne and Gary A. Poliner, is currently a trustee of Janus Aspen Series (“JAS”), another registered investment company advised by Janus Capital (JAS and the Trust, are collectively referred to herein as the “Janus Funds”). Collectively, the Janus Funds consist of 58 series as of March 31, 2016.
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Each Trustee or nominee is not an “interested” person of the Trust, as that term is defined in the 1940 Act.
| Name, Age, 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 Nominee | Principal Occupation(s) and Other Directorships Held by Nominee During Past Five Years | |||||
Alan A. Brown DOB: 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, Executive Vice President and Co-Head, Global Private Client Group (2007-2010), Executive Vice President, Mutual Funds (2005-2007), and Chief Marketing Officer (2001-2005) of Nuveen Investments, Inc. (asset management). Director of MotiveQuest LLC (strategic social market research company) (since 2003), and Director of WTTW (PBS affiliate) (since 2003). Formerly, Director of Nuveen Global Investors LLC(2007-2011); Director of Communities in Schools (2004-2010); and Director of Mutual Fund Education Alliance (until 2010). | |||||
William D. Cvengros DOB: 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. (formerly a network of advisors to 401(k) plans) (2005-2013); Director of Prospect Acquisition Corp. (a special purpose acquisition corporation) (2007-2009); Director of RemedyTemp, Inc. (temporary help services company) (1996-2006); and Trustee of PIMCO Funds Multi-Manager Series (1990-2000) and Pacific Life Variable Life & Annuity Trusts (1987-1994). | |||||
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| Name, Age, 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 Nominee | Principal Occupation(s) and Other Directorships Held by Nominee During Past Five Years | |||||
Raudline Etienne DOB: 1965 Nominee | N/A | 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 Officer, New York State Common Retirement Fund (public pension fund) (2008-2011). Director of Brightwood Capital Advisors, LLC (since 2014). | |||||
William F. McCalpin DOB: 1957 Chairman Trustee | 1/08-Present 6/02-Present | 58 | Managing Director, Holos Consulting LLC (provides consulting services to foundations and other nonprofit organizations). Formerly, Chief Executive Officer, Imprint Capital (impact investment firm) (2013-2015) and Executive Vice President and Chief Operating Officer of The Rockefeller Brothers Fund (a private family foundation) (1998-2006). Chairman of the Board and Director of The Investment Fund for Foundations Investment Program (TIP) (consisting of 2 funds), and Director of the F.B. Heron Foundation (a private grant making foundation). | |||||
Gary A. Poliner DOB: 1953 Nominee | N/A | 58 | Retired. Formerly, President (2010-2013) and Executive Vice President and Chief Risk Officer (2009-2012) of Northwestern Mutual Life Insurance Company. Director of MGIC Investment Corporation (private mortgage insurance) (since 2013) and West Bend Mutual Insurance Company (property/casualty insurance) (since 2013). Formerly, Trustee of Northwestern Mutual Life Insurance Company(2010-2013); Chairman and Director of Northwestern Mutual Series Fund, Inc. (2010-2012); and Director of Frank Russell Company (global asset management firm) (2008-2013). | |||||
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| Name, Age, 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 Nominee | Principal Occupation(s) and Other Directorships Held by Nominee During Past Five Years | |||||
James T. Rothe DOB: 1943 Trustee | 1/97-Present | 58 | Co-founder and Managing Director of Roaring Fork Capital SBIC, L.P. (SBA SBIC fund focusing on private investment in public equity firms), and Professor Emeritus of Business of the University of Colorado, Colorado Springs, CO (since 2004). Formerly, Professor of Business of the University of Colorado (2002-2004), and Distinguished Visiting Professor of Business (2001-2002) of Thunderbird (American Graduate School of International Management), Glendale, AZ. Formerly, Director of Red Robin Gourmet Burgers, Inc. (RRGB)(2004-2014). | |||||
William D. Stewart DOB: 1944 Trustee | 6/84-Present | 58 | Retired. Formerly, Corporate Vice President and General Manager of MKS Instruments – HPS Products, Boulder, CO (a manufacturer of vacuum fittings and valves) and PMFC Division, Andover, MA (manufacturing pressure measurement and flow products)(1976-2012). | |||||
Linda S. Wolf DOB: 1947 Trustee | 11/05-Present | 58 | Retired. Formerly, Chairman and Chief Executive Officer of Leo Burnett (Worldwide) (advertising agency)(2001-2005). Director of Chicago Community Trust (Regional Community Foundation), Chicago Council on Global Affairs, InnerWorkings (U.S. provider of print procurement solutions to corporate clients), Lurie Children’s Hospital (Chicago, IL), Rehabilitation Institute of Chicago, Walmart, and Wrapports, LLC (digital communications company). Formerly, Director of Chicago Convention & Tourism Bureau (until 2014) and The Field Museum of Natural History (Chicago, IL) (until 2014). | |||||
General Information Regarding the Board of 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 Funds on behalf of Fund shareholders. Each member of the Board is an Independent Trustee, including the Board’s Chairman. The Board’s responsibilities include, but are not limited to, oversight of the Funds’ officers and service providers, including Janus Capital, which is responsible for the Trust’s day-to-day operations. The Trustees approve all of the agreements entered into with the Funds’ service providers, including the investment management agreements with Janus Capital and the Funds’ subadvisers. The Trustees
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are also responsible for determining or changing the Funds’ investment objectives, policies, and available investment techniques, as well as for overseeing the Funds’ Chief Compliance Officer. In carrying out these responsibilities, the Trustees are assisted by the Trust’s independent auditor (who reports directly to the Trust’s Audit Committee), independent counsel, an independent fee consultant, and other specialists 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-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’s investment advisory agreement with Janus Capital, but specific matters related to oversight of the Funds’ independent auditors have been delegated by the Board to its Audit Committee, subject to approval of the Audit Committee’s recommendations by the Board. The members and responsibilities of each Proposal withinBoard committee are summarized below. In addition to serving on certain committees, the Chairman of the Board (“Board 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’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’ shares are marketed and distributed; and (3) the responsibilities entrusted to Janus Capital and its affiliates to oversee the Trust’s day-to-day operations, including the management of each Fund’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 six regular meetings and four special meetings of the Trustees held during the previous 12 months ended December 31, 2015. Each Trustee attended all of these meetings with few exceptions during that 12-month period. Since the Trust is not required to convene annual shareholder meetings, there is no policy requiring Trustee attendance at such meetings.
The Board of Trustees proposed for election at the Meeting will be comprised of eight trustees. The Securities and Exchange Commission (“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% of the Board of Trustees will continue to be “independent.”
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Committees of the Board of Trustees
The Board of Trustees has six standing committees that perform specialized functions: an Audit Committee, a Brokerage Committee, an Investment Oversight Committee, a Legal and Regulatory 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’s Nominating and Governance Committee.
Audit Committee. The Audit Committee reviews the Trust’s financial reporting process, the system of internal controls over financial reporting, disclosure controls and procedures, Form N-CSR filings, and the audit process. The Committee’s review of the audit process includes, among other things, the recommendation of the appointment and compensation of the Trust’s independent auditor, which performs the audits of the Funds’ financial statements, oversight of the independent auditor, and pre-approval of all audit and non-audit services. The Committee receives annual representations from the Trust’s independent auditor as to its independence. Currently, the members of the Audit Committee are: William D. Cvengros (Chairman) and William D. Stewart. The Committee held six meetings during the 12 months ended December 31, 2015.
Brokerage Committee. The Brokerage Committee reviews and makes recommendations regarding matters related to the Trust’s use of brokerage commissions and placement of Fund portfolio transactions, including policies regarding the allocation of brokerage commissions, directed brokerage, “step-out” arrangements and client commission arrangements. Currently, the members of the Brokerage Committee are: Alan A. Brown (Chairman), James T. Rothe, and William D. Stewart. The Committee held four meetings during the 12 months ended December 31, 2015.
Investment Oversight Committee. The Investment Oversight Committee oversees the investment activities of the Funds. The Committee meets regularly with investment personnel at Janus Capital and any subadviser to a Fund to review the investment performance and strategies of the Funds in light of their stated investment objectives and policies. The 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 Investment Oversight Committee are: William F. McCalpin (Chairman), Alan A. Brown, William D. Cvengros, James T. Rothe, William D. Stewart, and Linda S. Wolf. Mr. Cvengros serves as the Lead Trustee for money
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market matters. The Committee held five meetings during the 12 months ended December 31, 2015.
Legal and Regulatory Committee. The Legal and Regulatory Committee oversees compliance with various procedures adopted by the Trust, reviews certain regulatory filings made with the SEC, and oversees, among other matters, the implementation and administration of the Trust’s Proxy Voting Guidelines. Currently, the members of the Legal and Regulatory Committee are: Linda S. Wolf (Chairman), Alan A. Brown, and William F. McCalpin. The Committee held eight meetings during the 12 months ended December 31, 2015.
Nominating and Governance Committee. The Nominating and Governance Committee identifies and recommends individuals for Trustee membership, consults with Fund management and the Board Chairman in planning Trustee meetings, and oversees the administration of, and ensures compliance with, the 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: James T. Rothe (Chairman), William F. McCalpin, and Linda S. Wolf. The Committee held eight meetings during the 12 months ended December 31, 2015.
Pricing Committee. The Pricing Committee determines the 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 reviews other matters related to pricing the Funds’ securities. Currently, the members of the Pricing Committee are: William D. Stewart (Chairman), James T. Rothe, and Linda S. Wolf. The Committee held five meetings during the 12 months ended December 31, 2015.
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’s charter, (1) the principal criterion for selection of candidates for the Board is the candidate’s ability to contribute to the overall functioning of the Board and to carry out the responsibilities of a Trustee, and (2) the Trustees should, collectively, represent a broad cross section of backgrounds, functional disciplines, and experience. In considering a potential candidate’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
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independence criteria established by the 1940 Act and the Governance Procedures and Guidelines adopted by the Trustees.
Consistent with the Trust’s organizational documents and procedures adopted by the 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’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 as wellAppendix A.
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, 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 eight nominees identified below. The Committee believes that if elected, each of the nominees qualifies to serve as an Independent Trustee. Each 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 nominee should serve as a Trustee, in light of the Trust’s business and structure. In reaching these conclusions, the Committee and the Trustees, in the exercise of their reasonable business judgment, evaluated each nominee based on the criteria described above, and reviewed the specific experience, qualifications, attributes or skills that each nominee presented, none of which by itself was considered dispositive.
Alan A. Brown: Service as Executive Vice President and as Chief Marketing Officer of a leading investment management firm, a corporate and fund director, and as an executive with a private equity real estate investment management firm, and a Fund Independent Trustee since 2013.
William D. Cvengros: Service as Chief Executive Officer and President of a leading publicly traded investment management firm, Chief Investment Officer of a
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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 and Senior Vice President and Senior Adviser to a global strategy firm.
William F. McCalpin: Service as Chief Executive Officer of an impact investment firm, 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.
Gary A. Poliner: Service as President, and Vice President and Chief Risk Officer, of a large life insurance company, a director of private companies, and service as director and Chairman and Director of unaffiliated fund complexes.
James T. 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: Service as a corporate vice president of a NASDAQ-listed industrial manufacturer and a Fund Independent Trustee since 1984.
Linda S. Wolf: Service as Chairman and Chief Executive Officer of a global advertising firm, service on multiple corporate and nonprofit boards, and a Fund Independent Trustee since 2005.
Board Oversight of Risk Management
Janus Capital, as part of its responsibilities for the day-to-day operations of the Funds, is responsible for day-to-day risk management for the Funds. The Board, as part of its overall oversight responsibilities for the Funds’ operations, oversees Janus Capital’s risk management efforts with respect to the 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’s (1) senior managers responsible for oversight of global risk; (2) senior managers responsible for oversight of portfolio construction and trading risk; (3) Chief Compliance Officer; and (4) Director of Internal Audit. At the time these reports are presented, the Board or the committee receiving the report will, as it deems necessary, invite the presenter to participate in an executive session to discuss matters outside the presence of any other officers or representatives of Janus Capital or its affiliates. The Board also receives reports from other entities and individuals unaffiliated with Janus Capital, including reports from the Funds’ other service providers and from independent consultants hired by the Board.
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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’ portfolio transactions. The Board also may be apprised of particular risk management matters in connection with its general oversight and approval of similar proposals by shareholdersvarious Fund matters brought before the Board.
The Board has appointed a Chief Compliance Officer for the Funds (“Fund CCO”) who (1) reports directly to the Board and (2) provides a comprehensive written report annually and presents quarterly at the Board’s regular meetings. The Fund CCO, who also serves as Janus Capital’s Chief Compliance Officer, discusses relevant risk issues that may impact the Funds and/or Janus Capital’s services to the Funds, and routinely meets with the Board in private without representatives of Janus Adviser Mid Cap ValueCapital or its affiliates present. The Fund CCO also provides the Board with updates on the application of the Funds’ compliance policies and Mid Cap Value Portfolio, whichprocedures, including how these procedures are series, respectively,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 anad hocbasis in the event that he identifies issues associated with the Funds’ compliance policies and procedures that could expose the Funds to additional risk or adversely impact the ability of Janus Adviser Series ("JAD")Capital to provide services to the Funds.
The Board believes that its leadership structure permits it to effectively discharge its oversight responsibilities with respect to the Funds’ risk management process.
Under the Trust’s Governance Procedures and Janus Aspen Series
("JAS"), other registered investment companiesGuidelines, the Trustees are expected to invest in one or more (but not necessarily all) funds advised by Janus Capital. EachCapital for which they serve as Trustee, to the extent they are directly eligible to do so. 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 and which funds, are dictated by each Trustee’s individual financial circumstances and investment goals.
As of those separate proposals is described in other proxy statements. In addition,
implementation of each Proposal is contingent uponDecember 31, 2015, the closingTrustees and nominees owned securities of the Pending
Acquisition and other conditions as describedFunds in the Purchase Agreement or
otherwise agreed todollar range shown in the following table. The last column of the table reflects each Trustee’s and nominee’s aggregate dollar range of securities of all
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mutual funds advised by Janus Capital and PWM.
WHO SHOULD I CALL FOR ADDITIONAL INFORMATION ABOUT THIS PROXY STATEMENT?
Please call D.F. King & Co., Inc.,overseen by the proxy solicitorTrustees (58 funds as of December 31, 2015).
| Name of Trustee/Nominee | Dollar Range of Equity Securities in the Funds | Aggregate Dollar Range of Equity Securities in All Registered Investment Companies Overseen by Trustee in Janus Funds | ||||||||
| Independent Trustees | ||||||||||
William F. McCalpin | Janus Asia Equity Fund Janus Balanced Fund Janus Enterprise Fund Janus Global Allocation Fund – Growth Janus Global Life Sciences Fund Janus Global Real Estate Fund Janus Global Research Fund Janus Global Technology Fund Janus International Equity Fund Janus Money Market Fund Janus Overseas Fund Janus Short-Term Bond Fund Perkins Value Plus Income Fund | $10,001-$50,000 $10,001-$50,000 $10,001-$50,000 $10,001-$50,000 $1-$10,000 $10,001-$50,000 $50,001-$100,000 $1-$10,000 $10,001-$50,000 Over $100,000 $10,001-$50,000 $10,001-$50,000 $10,001-$50,000 | Over $100,000 | (1) | ||||||
Alan A. Brown | Janus Overseas Fund Janus Triton Fund | $10,001-$50,000 $50,001-$100,000 | Over $100,000 | |||||||
William D. Cvengros | Janus Enterprise Fund Janus Global Allocation Fund – Growth Janus Global Life Sciences Fund Janus Global Real Estate Fund Janus Research Fund Janus Triton Fund Janus Venture Fund | Over $100,000 $10,001-$50,000 Over $100,000 Over $100,000 $1-$10,000 Over $100,000 Over $100,000 | Over $100,000 | |||||||
James T. Rothe | Janus Balanced Fund Janus Enterprise Fund Janus Flexible Bond Fund Janus Global Allocation Fund – Conservative Janus Global Life Sciences Fund Janus Global Research Fund Janus Money Market Fund Janus Research Fund Janus Triton Fund | Over $100,000 Over $100,000 Over $100,000 Over $100,000 $50,001-$100,000 Over $100,000 Over $100,000 $50,001-$100,000 $10,001-$50,000 | Over $100,000 | (1) | ||||||
William D. Stewart | INTECH U.S. Core Fund Janus Contrarian Fund Janus Flexible Bond Fund Janus Global Life Sciences Fund Janus Global Research Fund Janus Growth and Income Fund Janus Money Market Fund Janus Triton Fund | $10,001-$50,000 Over $100,000 $1-$10,000 Over $100,000 $1-$10,000 $50,001-$100,000 Over $100,000 $50,001-$100,000 | Over $100,000 | |||||||
Linda S. Wolf | Janus Contrarian Fund Janus Flexible Bond Fund Janus Global Life Sciences Fund Janus Global Research Fund Janus Triton Fund | Over $100,000 Over $100,000 Over $100,000 Over $100,000 Over $100,000 | Over $100,000 | (1) | ||||||
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| Name of Trustee/Nominee | Dollar Range of Equity Securities in the Funds | Aggregate Dollar Range of Equity Securities in All Registered Investment Companies Overseen by Trustee in Janus Funds | ||||||||
| Trustee Nominees | ||||||||||
Raudline Etienne | Janus Global Allocation Fund – Moderate Janus Global Real Estate Fund Janus Research Fund | $10,001-$50,000 $1-$10,000 $1-$10,000 | $10,001-$50,000 | |||||||
Gary A. Poliner | None | None | ||||||||
| (1) | Ownership shown includes amounts held under a deferred compensation plan that are valued based on “shadow investments” in one or more funds. |
The Trust pays each Independent Trustee an annual retainer plus a fee for each regular in-person meeting of the Funds, at
1-800-628-8528.
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PROPOSAL 1 AND PROPOSAL 2
APPROVE A NEW SUBADVISORY AGREEMENT BETWEEN
JANUS CAPITAL AND PWM
INTRODUCTION
PWM currently servesTrustees attended, a fee for in-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 chairs 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 subadviser to each Fund pursuant to a separate
subadvisory agreement between PWMTrustee of those funds and those amounts are included below. Janus Capital each dated July 1, 2004
(each, together with any amendments thereto, a "Current Subadvisory Agreement"pays persons who are directors, officers, or "Agreement").
In 2003,employees of Janus Capital acquired 30%or any affiliate thereof, or any Trustee not considered an “independent” Trustee, for their services as Trustees or officers. All of the outstanding ownership interests
of PWM, and also obtained the right to purchase certain additional blocksTrustees or nominees are “independent;” therefore, none of the outstanding ownership interests of PWM.Trustees are paid by Janus Capital. The 70% of PWM that is not currently
ownedTrust and other funds managed by Janus Capital is beneficially owned by several affiliates of PWM,
including certain employees of PWM and members of their respective families.
On July 7, 2008, Janus Capital and the Sellers entered into a Purchase
Agreement, pursuant to which Janus Capital will acquire an additional 50% of PWM
(as previously defined, the "Pending Acquisition"), pending shareholder approval
of various proposals. In connection with the consummation of the Pending
Acquisition, PWM will change its name to "Perkins Investment Management LLC."
Under the Purchase Agreement, certain current owners of PWM have retained a 20%
beneficial interest in PWM. Janus Capital, however, has the right to acquiremay pay all or a portion of the compensation and related expenses of the Funds’ Chief Compliance Officer and compliance staff, as authorized from time to time by the Trustees.
The Trust’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 retained interest under certain circumstances.
such fees continue to be appropriate in light of the Trustees’ responsibilities as well as in relation to fees paid to trustees of other similarly situated mutual fund complexes.
The 1940 Act requires that an agreementfollowing table shows the aggregate compensation paid to each current Independent Trustee by the Trust for the fiscal years ended June 30, 2015 and September 30, 2015, as well as the total compensation paid by all of the Janus Funds during the calendar year 2015. 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 registered investment
adviser serves as the subadviserTrustee may elect to an investment company must provide for the
automatic terminationdefer receipt of all,
16
or a portion, of the agreementcompensation earned for services to the Funds, in the eventlieu of its "assignment" (as
definedreceiving current payments of such compensation. Any deferred amount is treated as though an equivalent dollaramount has been invested in the 1940 Act). A saleshares of a "controlling block" of an investment
adviser's voting securities generally is deemed to result in an assignmentone or more funds advised by Janus Capital (“shadow investments”).
| Name of Person, Position | Aggregate Compensation | Total Compensation from the Janus Funds for December 31, 2015(2)(3) | ||||||
| Independent Trustees | ||||||||
William F. McCalpin, Chairman and Trustee(4)(5) | $ | 373,339 | $ | 382,000 | ||||
Alan A. Brown, Trustee(5) | $ | 263,913 | $ | 269,000 | ||||
William D. Cvengros, Trustee(5) | $ | 267,139 | $ | 272,000 | ||||
James T. Rothe, Trustee(5) | $ | 267,803 | $ | 279,000 | ||||
William D. Stewart, Trustee(5) | $ | 259,017 | $ | 267,000 | ||||
Linda S. Wolf, Trustee(5) | $ | 272,798 | $ | 282,000 | ||||
| Trustee Nominees | ||||||||
Raudline Etienne* | N/A | N/A | ||||||
Gary A. Poliner† | N/A | N/A | ||||||
| * | Raudline Etienne was appointed consultant to the Trustees effective June 2, 2014. During the calendar year ended December 31, 2015, Ms. Etienne received total compensation of $264,000 from the Janus Funds for serving as an independent consultant to the Trustees. |
| † | Gary A. Poliner was appointed consultant to the Trustees effective January 1, 2016 and did not receive compensation from the Janus Funds during the calendar year ended December 31, 2015. |
| (1) | Includes compensation for service on behalf of 47 Funds. |
| (2) | For all Trustees, includes compensation for service on the boards of two Janus trusts comprised of 58 portfolios. |
| (3) | 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 $38,200 and James T. Rothe $279,000. |
| (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, or as Lead Trustee for, one or more committees of the Board of Trustees during certain periods. |
Officers of the investment adviser's advisory agreements. Because the Pending Acquisition
may be deemed to be the sale of a "controlling block" of PWM's voting
securities, the consummation of that transaction could result in the assignment
and automatic terminationTrust
The officers of the Current Subadvisory Agreements. Accordingly,
the New Subadvisory Agreements between PWMTrust and Janus Capital, on behalf of each
Fund,their principal occupations are being proposed for approval by shareholders of each Fund. A form of
the proposed New Subadvisory Agreement is attachedset forth inAppendix B to this Proxy Statement as
Exhibit A. Statement.
The terms of each New Subadvisory Agreement are substantially similar
in all material respects to the termsIndependent Trustees of the corresponding Current Subadvisory
AgreementTrust unanimously recommend that you vote “FOR” each nominee.
17
MANAGEMENT AND OTHER SERVICE PROVIDERS
Investment Adviser and are described in this Proxy Statement. The Board of Trustees has
authorized the submission of the New Subadvisory Agreements to shareholders for
approval with respect to their applicable Fund.
Shareholders of Janus Mid Cap Value Fund will vote on Proposal 1 and
shareholders of Janus Small Cap Value Fund will vote on Proposal 2.
8
INFORMATION CONCERNING THE SUBADVISER
PWM, to be renamed "Perkins Investment Management LLC" following the
consummation of the Pending Acquisition, is principally located at 311 S. Wacker
Drive, Suite 6000, Chicago, Illinois 60606. PWM is a subsidiary of Janus Capital
and is registered as an investment adviser with the Securities and Exchange
Commission (the "SEC")AdministratorPWM and its predecessor have been in the investment
management business since 1984. PWM also serves as investment adviser or
subadviser to separately managed accounts and other registered investment
companies. Janus Capital currently has a 30% ownership stake in PWM. As of March
31, 2008, PWM had $10 billion in assets under management. It is expected that,
immediately following the Pending Acquisition, the same investment and senior
management personnel will remain responsible for the day-to-day operations of
PWM.
Assuming the closing of the Pending Acquisition, PWM will be 80% owned by
Janus Capital, located at 151 Detroit Street, Denver, Colorado 80206, and 20%
owned by a newly formed limited liability company called "Omni Investment
Holdings LLC," which in turn will be owned by certain principal employees of
PWM, among others.
PWM actsserves as the investment adviser or subadviser to other investment companies
with investment objectives and strategies similar to those of the Funds.
Information on those similar investment companies is set forth in Exhibit C to
this Proxy Statement.
PRINCIPAL EXECUTIVE OFFICERS AND DIRECTORS OF THE SUBADVISER. Information
regarding the principal executive officers and directors of PWM is set forth
below. Unless otherwise noted, the principal address for each person listed
below, as it relates to his duties with PWM, is the same as that of PWM.
Distributor. Janus Distributors, a wholly-owned subsidiary of Janus Capital, located at 151 Detroit Street, Denver, Colorado 80206, serves as distributor of the Funds pursuant to an Amended and Restated Distribution
Agreement between the Trust and Janus Distributors. Janus Distributors does not
receive compensation from the Trust or the Funds for services rendered. Janus
Distributors intends to continue to provide the same services after
implementation of the proposed New Subadvisory Agreements and the proposed
Amended Advisory Agreements.
34
Transfer Agent. Janus Services P.O. Box 173375, Denver, Colorado 80207-
3375,LLC (“Janus Services”), a wholly-owned subsidiary of Janus Capital, located at 151 Detroit Street, Denver, Colorado 80206, serves as the Funds' transfer agent pursuant to an Amended and Restated Transfer Agency Agreement ("Transfer
Agency Agreement") between Janus Services and the Trust. Pursuant to the Transfer Agency Agreement, each class of shares of the Funds reimburses Janus
Services for out-of-pocket expenses incurred by Janus Services in connection
with services rendered. In addition, for services provided, including, but not
limited to, establishing and maintaining shareholder accounts, recording
ownership of sharesFunds.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Based on the Trust's books, mailing shareholder reports, recording
reinvestment of dividends and distributions, and coordinating with banks,
broker-dealers and other financial intermediaries who represent Fund
shareholders, Janus Services receives from each Fund an asset-weighted average
annual fee based upon the proportion of the Fund's net assets sold directly and
the proportion of the Fund's net assets sold through financial intermediaries.
The applicable annual fee rates are 0.16% of the daily closing net asset value
of Fund shares sold directly to shareholders and 0.21% of the daily closing net
asset value of Fund shares sold through financial intermediaries. In addition,
Investor Shares of Janus Mid Cap Value Fund pay Janus Services a monthly fee
calculated at an annual rate of $4.00 per open shareholder account. Janus
Services has contractually agreed to waive until at least March 1, 2009, the fee
it receives from Janus Mid Cap Value Fund -- Institutional Shares and Janus
Small Cap Value Fund -- Institutional Shares, to the extent that the annual
normal operating expenses paid by that class for each Fund exceed 0.77% and
0.79%, respectively, of the class' average daily net asset value. Janus Services
intends to continue to provide the same services after implementation of the
proposed New Subadvisory Agreements and the proposed Amended Advisory
Agreements.
Janus Mid Cap Value Fund and Janus Small Cap Value Fund paid $13,629,015
and $3,546,521, respectively, to Janus Services for the fiscal year ended
October 31, 2007.
ADDITIONAL INFORMATION ABOUT THE TRUST
TRUSTEES AND PRINCIPAL EXECUTIVE OFFICERS OF THE FUNDS
The Trustees and principal executive officers of the Funds and their
principal occupations, including any positions with Janus Capital, are set forth
in Exhibit E to this Proxy Statement.
OTHER LEGAL REQUIREMENTS UNDER THE 1940 ACT
Section 15(f) of the 1940 Act provides that, when a change in control of an
investment adviser (or subadviser) occurs, the investment adviser or any of its
affiliated persons may receive any amount or benefit in connection with the
change in control, as long as two conditions are satisfied. The first condition
specifies that, during the three-year period immediately following consummation
of the transaction, at least 75% of the Funds' Board must be Independent
Trustees. Currently, the
35
Board of Trustees of the Trust meets this 75% requirement, as 100% of the Board
is Independent.
The second condition specifies that no "unfair burden" may be imposed on
the Funds as a result of the transaction relating to the change of control, or
any express or implied terms, conditions or understandings. The term "unfair
burden," as defined in the 1940 Act, includes any arrangement during the
two-year period after the change in control whereby the investment adviser (or
predecessor or successor adviser), or any interested person of any such adviser,
receives or is entitled to receive any compensation, directly or indirectly,
from a Fund 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 a Fund (other
than fees for bona fide principal underwriting services). Janus Capital and PWM
have represented toAudit Committee’s recommendation, the Board of Trustees, all of whom are Independent Trustees, selected PricewaterhouseCoopers LLP (“PwC”) as the Trust’s independent registered public accounting firm during the Trust’s current fiscal years. In accordance with Independence Standards Board Standard No. 1 (“ISB No. 1”), PwC has confirmed to the Trust’s Audit Committee that it is an independent registered accounting firm with respect to the changeFunds. Representatives of PwC will be available at the Meeting to answer appropriate questions concerning the Trust’s financial statements and will have an opportunity to make a statement if they so choose.
The Funds have differing fiscal year ends (June 30 and September 30). The figures below are the aggregate fees billed in control transaction
will not cause the imposition of an unfair burden, as that term is defined in
Section 15(f)each of the 1940 Act, onlast two years for Funds with both June 30 and September 30 fiscal year ends.
Audit Fees
The aggregate fees billed for professional services rendered by PwC for the Funds.
audit of the Funds’ annual financial statements or services that are normally provided by PwC in connection with statutory and regulatory filings or engagements for the fiscal years ending in 2015 and 2014 were $2,571,376 and $1,706,787, respectively.
Audit-Related Fees
The aggregate fees billed for assurance and related services by PwC that are reasonably related to the performance of the audit of the Funds’ financial statements and are not reported under “Audit Fees” above for the fiscal years ending in 2015 and 2014 were $56,396 and $87,882, respectively.
The nature of the services comprising the fees disclosed under this category includes the review of semiannual reports to shareholders.
Tax Fees
The aggregate fees billed for professional services rendered by PwC for tax compliance, tax advice, and tax planning for the fiscal years ending in 2015 and 2014 were $746,667 and $529,584, respectively.
18
The nature of the services comprising the fees disclosed under this category includes tax compliance, tax planning, tax advice, and corporate actions review.
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 2015 and 2014 were $261,047 and $0, respectively.
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 to pre-approve any engagement of PwC (i) to provide audit or non-audit services to the Trust or (ii) to provide non-audit services to Janus Capital or entities controlling, controlled by, or under common control with Janus Capital that provide ongoing services to the Funds (collectively, “Fund Service Providers”), if the engagement relates directly to the operations and financial reporting of the Trust, except for those non-audit services that were subject to the pre-approval exception under Rule 2-01 of Regulation S-X (the “Pre-Approval Exception”). The Chairman of the Audit Committee or, if the Chairman is unavailable, another member of the Audit Committee who is an Independent Trustee, may grant the pre-approval. All such delegated pre-approvals must be presented to the Audit Committee no later than the next Audit Committee meeting.
None of the services rendered by PwC to the Funds or to Janus Capital (not including any subadviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser) or any Fund Service Providers for the fiscal years ending in 2015 and 2014 were pre-approved by the Audit Committee pursuant to the Pre-Approval Exception.
Non-Audit Fees
The aggregate non-audit fees billed by PwC for services rendered to the Trust, and rendered to Janus Capital (not including any subadviser 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 ending in 2015 and 2014 were $685,341 and $472,648, respectively.
The Audit Committee has considered whether the provision of non-audit services that were rendered to Janus Capital (not including any subadviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and Fund Service Providers that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining PwC’s independence.
19
ADDITIONAL INFORMATION ABOUT THE MEETING
QUORUM AND VOTING
Shareholders of each class of a Fund will vote together at the 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 shares entitled to vote at the Meeting for each Fundof all Funds 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 the proposal is described in greater detail below. In the event that the necessary quorum to transact business or the vote required to approve athe proposal is not obtained at the Meeting, the persons named as proxies may propose one or more adjournments of the Meeting, in accordance with applicable law, to permit further solicitation of proxies.proxies with respect to the proposal. Any such adjournment as to athe proposal will require the affirmative vote of the holders of a majority of the shares of a
Fund,the Funds, present in person or by proxy at the Meeting. TheIf a quorum is not present, the persons named as proxies will vote the proxies for a Fund (includingthe Funds (excluding broker non-votes and abstentions) in favor of adjournment if they determine additional solicitation is warranted and in the interest of shareholders of the Fund.
"Broker non-votes"Funds.
“Broker non-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 36
AbstentionsFor purposes of voting on the proposal, abstentions and "broker
non-votes" are“broker non-votes” will be counted as shares eligible to vote at the Meeting inpresent for purposes of determining whether a quorum is present, but do not representwill have no other effect on the proposal, for which the required vote is a plurality (the greatest number) of votes castcast.
Proposal 1: Election of Trustees
Shareholders of the Funds will vote together. The presence in person or by proxy of the holders of record of thirty percent of the aggregate total shares entitled to vote of all Funds constitutes a quorum at the Meeting with respect to adjournment or a proposal. Accordingly, assuming the presencethis Proposal.
The number of a quorum,
abstentions and "broker non-votes" will have the effect of a vote against a
proposal. Therefore, if youroutstanding 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.
Approval of each Proposal will require the affirmative vote of a 1940 Act
Majority of a Fund's shareholders eligible to vote at the Meeting. In addition
to the Proposals outlined in this Proxy Statement, shareholders of other funds
within the Janus fund complex are receiving similar proxy statements seeking
approval for new subadvisory agreements with PWM and amended and restated
investment advisory agreements with Janus Capital. Implementation of the
agreement referred to in each Proposal in this Proxy Statement is contingent
upon the approval by shareholders of all four Proposals described in this Proxy
Statement, as well as approval of similar proposals by shareholders of Janus
Adviser Mid Cap Value Fund and Mid Cap Value Portfolio, which are series of JAD
and JAS, respectively, as described in separate proxy statements. In addition,
implementationclass of each Proposal is contingent upon consummation of the Pending
Acquisition and certain other conditions that may be outlined in the Purchase
Agreement or otherwise agreed to by Janus Capital and PWM.
SHARE OWNERSHIP
The following table shows,Fund, as applicable, as of the close of business on the Record Date, the number of outstanding shares and net assets of each class of each Fund:
20
Beneficial owners of 5% or more of the outstanding shares of each class of each Fund as of the Record Date are shown below.provided inAppendix D 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 eacha Fund except as shown below. To the best knowledgestated inAppendix D.
Solicitation of the
Trust, entities shown as owning 25% or more of a class of a Fund, unless
otherwise indicated, are not the beneficial owners of such shares.
37
NAME AND ADDRESS NUMBER OF PERCENTAGE
NAME OF FUND AND CLASS OF BENEFICIAL OWNER SHARES OF CLASS
---------------------- ----------------------------------- ----------- ----------
Janus Mid Cap Value Fund Prudential Investment 29,972,246 88.06%(1)
-- Institutional Management Service
Shares.................... FBO Mutual Fund Clients
Newark, NJ 07102
Janus Mid Cap Value Fund National Financial Services Corp. 110,839,855 36.10%(2)
-- Investor Shares....... For the Exclusive Benefit of Our
Customers
New York, NY 10281
Charles Schwab & Co., Inc. 67,762,669 22.07%
Reinvest Account
San Francisco, CA 94104
Janus Small Cap Value Fund Vanguard Fiduciary Trust Company 7,188,129 23.83%
-- Institutional Valley Forge, PA 19482
Shares....................
JP Morgan Chase Bank Cust. 6,651,765 22.05%
Super Saver Capital Accumulation
Plan for EE of Participating AMR
Co. Subsidiaries
New York, NY 10004
National Financial Services Corp. 5,282,986 17.51%
For the Exclusive Benefit of Our
Customers
New York, NY 10281
Janus Small Cap Value Fund Northern Trust Company 7,195,721 24.54%
-- Investor Shares....... FBO Triad Hospitals Inc.
Chicago, IL 60675
National Financial Services Corp. 4,392,868 14.98%
For the Exclusive Benefit of Our
Customers
New York, NY 10281
Charles Schwab & Co., Inc. 2,120,375 7.23%
Reinvest Account
San Francisco, CA 94104
Reliance Trust Company 1,770,274 6.04%
FBO Copeland Retirement Trust
Account
Defined Contribution Plan 401k
Somerset, NJ 08873
---------------
(1) This entity could be deemed to be a "control person" and may have the power
to control any of the shares of the Fund.
(2) 5% or more of the outstanding shares of the Fund may be held for the
exclusive benefit of an individual shareholder.
As of the Record Date, the officers and Trustees as a group owned less than
1% of the outstanding shares of each Fund.
38
SOLICITATION OF PROXIES
Proxies
The cost of preparing, printing,the preparation of these proxy materials and mailing the proxy card(s) and this
Proxy Statement,their distribution, and all other costs incurred with the solicitation of proxies, including any additional solicitation made by letter, telephone, or otherwise, will be sharedpaid by Janus Capital and PWM. the Funds.
In addition to solicitation by mail, officers and representatives of the Trust, officers and employees of Janus Capital or its affiliates, and certain financial services firms and their representatives, without extra compensation, or a solicitor, may conduct additional solicitations personally, by telephone, 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 at anfor the Funds. The aggregate costs for engaging Computershare are estimated cost of $750,000, plus expenses. Such expenses willto be shared by
Janus Capital and PWM, with Janus Capital assuming 75% of the expenses and
Perkins assuming 25% of the expenses up to $2,500,000 after which Janus Capital
will assume 100% of the expenses.approximately $1.2 million. 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 by Janus
Capital and/or PWMthe Funds for their expenses, to the extent that Janus Capital or the
Fund would have directly borne those expenses.
As the date of the Meeting date 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 believe 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's full name, address and
title (ifshareholder. Then the representative will ask the shareholder is authorized to 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 D.F. King, then the D.F. King representative
has the responsibility to explain the process, read the proposals listed on the
proxy card,vote their shares by telephone, and ask for the shareholder'sshareholder’s instructions on each proposal.the proposal(s). Although the D.F. King representative is permitted to answer questions about the process, he or she is not permitted to recommend to the shareholder how to vote. The D.F. King representative may read anythe recommendation set forth in this Proxy Statement. The D.F. King representative will record the 39
shareholder'sshareholder’s instructions. Within 72 hours, the shareholder will be sent a
21
confirmation of his or her vote asking the shareholder to call D.F. King1-866-492-0863 immediately if his or her instructions are not accurately reflected in the confirmation.
Telephone Touch-Tone 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. 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 submission and terminating their Internet session, will, upon request, receive an e-mail confirming their voting instructions.
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 1-800-628-8528.1-866-492-0863. 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 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 proposals,proposal(s), as described in this Proxy Statement.
Shares Held by Accounts of Insurance 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 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.
PORTFOLIO TRANSACTIONS
All orders
Shareholder Proposals for the purchase or sale of a Fund's portfolio securities are
placed on behalf of the Fund by Janus Capital or its agent. Janus Capital places
portfolio transactions for the Funds solely upon PWM's direction. The Funds do
not allocate portfolio transactions to broker-dealers on the basis of the sale
of Fund shares,
40
although brokerage firms whose customers purchase shares of a Fund may execute
transactions for the Fund and receive brokerage commissions.
During the most recent fiscal year, neither Fund paid any commissions to
affiliated broker-dealers.
LEGAL MATTERS
Information regarding material pending legal proceedings involving Janus
Capital, PWM, or the Trust is attached as Exhibit F to this Proxy Statement.
SHAREHOLDER PROPOSALS FOR SUBSEQUENT MEETINGS
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 will 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.
22
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 a Fund'sthe Fund’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 FundsFund 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 athe 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 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 Meeting 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.
41
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 distribution, as deemed appropriate by such persons. The Trustees may further develop and refine this process as deemed necessary or desirable.
REPORTS TO SHAREHOLDERS AND FINANCIAL STATEMENTS
Reports to Shareholders and Financial Statements
The annual report to shareholders of the Funds, including financial statements of the Funds,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 ATThe 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 1-877-335-2687(or 1-800-525-3713 VIA THE INTERNET AT WWW.JANUS.COM, OR BY
SENDING A WRITTEN REQUEST TO THE SECRETARY OF THE TRUST ATif you hold shares directly with Janus Capital), via the Internet at janus.com/info (or janus.com/reports if you hold shares directly with
23
Janus Capital), or 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. 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 MEETING
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 Meeting other than the mattersmatter 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.
42
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.
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 of the Board of Trustees,
/s/ Robin C. Beery
Robin C. Beery
/s/ Bruce L. Koepfgen
Bruce L. Koepfgen
President and Chief Executive Officer of
Janus Investment Fund
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APPENDIX A: | Nominating and Governance Committee Charter | |
APPENDIX B: | Principal Officers of the Trust and Their Principal Occupations | |
APPENDIX C: | Number of Outstanding Shares | |
APPENDIX D: | 5% Beneficial Owners of Outstanding Shares |
25
NOMINATING AND GOVERNANCE COMMITTEE CHARTER
JANUS ASPEN SERIES
JANUS INVESTMENT FUND
(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; June 24, 2010; June 23, 2011; June 21, 2012)
I. PURPOSE
The Nominating and Governance Committee (the “Committee��) is a committee of the Board of Trustees (“Board” or “Trustees”) of each of Janus Aspen Series and Janus Investment Fund 43
INDEX OF EXHIBITS
EXHIBIT A: Form of Subadvisory Agreement
EXHIBIT B: Form of Amended and Restated Investment Advisory
Agreement
EXHIBIT C: Other Funds Managed by Janus Capital and PWM with
Similar Investment Objectives
EXHIBIT D: Principal Executive Officers and Directors of Janus
Capital and Their Principal Occupations
EXHIBIT E: Trustees and Principal Executive Officers of the Funds
and Their Principal Occupations
EXHIBIT F: Legal Matters
44
EXHIBIT A
FORM OF SUB-ADVISORY AGREEMENT
[JANUS][PERKINS][ ] FUND
(A SERIES OF JANUS INVESTMENT FUND)
This SUB-ADVISORY AGREEMENT (the "Agreement") is entered into effective as
of [the 1st day of July 2004], by(each a “Trust” and, between JANUS CAPITAL MANAGEMENT
LLC,together, the “Trusts” and each series thereof, a Delaware limited liability company ("Janus") and PERKINS[ ][, WOLF,
MCDONNELL AND COMPANY][INVESTMENT MANAGEMENT][,] LLC a Delaware limited
liability company ("[PWM][Perkins]"“Fund”). WHEREAS, Janus has entered into an Investment Advisory AgreementIts primary functions are to:
II. COMPOSITION
The Committee shall be comprised of three or more Independent Trustees, who shall be designated by a Massachusetts business trust
(the "Trust") and an open-end, management investment company registered undermajority vote of the Trustees. Independent Trustees are those Trustees of the Trusts who are not “interested persons” of the Trusts, as defined by the Investment Company Act of 1940, as amended (the "1940 Act"“1940 Act”), with respect to
[the Janus ][Perkins ][ ] Fund, a seriesand who meet the standards for independence set forth in the Procedures and Guidelines.
The members and Chair of the Trust (the "Fund") pursuant to
which Janus has agreed to provide investment advisory services with respect to
the Fund; and
WHEREAS, [Perkins][PWM] 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, Janus desires to retain [Perkins][PWM] to furnish investment
advisory services with respect to the Fund, and [Perkins][PWM] 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][PWM]. Janus hereby engages the services of
[Perkins][PWM] as subadviser in furtherance of the Advisory Agreement.
[Perkins][PWM] agrees to perform the following duties, subject to the
oversight of Janus and to the overall control of the officers and the Board
of Trustees (the "Trustees") of the Trust:
(a) [Perkins][PWM]Committee shall manage the investment operations of the
Fund and the composition of its investment portfolio, shall determine
without prior consultation with the Trust or Janus, what securities and
other assets of the Fund will be acquired, held, disposed of or loaned,
and shall direct Janus 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
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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][PWM] shall cause its officers to attend meetings and
furnish oral or written reports, as the Trust or Janus may reasonably
require, in order to keep Janus, 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][PWM], and
the investment considerations which have given rise to those decisions;
(c) [Perkins][PWM] shall maintain all books and records required to
be maintained by [Perkins][PWM] 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 Janus with such periodic
and special reports as the Trustees or Janus reasonably may request.
[Perkins][PWM] 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][PWM] 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][PWM] shall provide Janus with such assistance and
advice as Janus 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 toelected by the Trustees annually and serve until their respective successors shall be duly elected and qualified.
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 Trust, so that Janus may exercise such rights,
or, inmembers of 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 asCommittee upon reasonable notice to the manner in which such rights should be
exercised;
(f) At such times as shall be reasonably requested by the Trustees
or Janus, [Perkins][PWM] shall provide the Trustees and Janus with
economic, operational and investment data and reports, including without
limitation all information and materials reasonably requested by or
requested to be
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delivered to the Trusteesother members of the Trust pursuant to Section 15(c) of the
1940 Act, and shall make available to the Trustees and Janus any
economic, statistical and investment services normally available to
similar investment company clients of [Perkins][PWM]; and
(g) [Perkins][PWM] will provide to Janus for regulatory filings and
other appropriate uses materially accurate and complete information
relating to [Perkins][PWM] as may be reasonably requestedCommittee. The presence in person or by Janus from
time to time and, notwithstanding anything herein to the contrary,
[Perkins][PWM] shall be liable to Janus for all damages, costs and
expenses, including without limitation reasonable attorney's fees
(hereinafter referred to collectively as "Damages"), incurred by Janus
as a result of any material inaccuracies or omissions in such
information provided by [Perkins][PWM] to Janus, provided, however, that
[Perkins][PWM] shall not be liable to the extent that any Damages are
based upon inaccuracies or omissions made in reliance upon information
furnished to [Perkins][PWM] by Janus.
2. Further Obligations. In all matters relating to the performance of
this Agreement, [Perkins][PWM] 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 Janus 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. Janus agrees to provide
to [Perkins][PWM] copies of the Trust's Trust Instrument, bylaws,
Registration Statement, written policies, procedures and guidelines and
written instructions and directions of the Trustees and Janus, and any
amendments or supplements to any of them at, or, if practicable, before the
time such materials become effective.
3. Obligations of Janus. Janus shall have the following obligations
under this Agreement:
(a) To keep [Perkins][PWM] continuously and fully informed (or
cause the custodian of the Fund's assets to keep [Perkins][PWM] 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][PWM] 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; [and]
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(c) To furnish [Perkins][PWM] with any further materials or
information which [Perkins][PWM] 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 PWM's][Janus shall pay Perkins for its]
services under this Agreement[, the Fund shall pay to PWM ]a fee equal to
50% of the advisory fee payable[ to Janus from the Fund ][before reduction
of the Janus fee by the amount of the fee payable to PWM ](net of any
[performance fee adjustment, ]reimbursement of expenses incurred or fees
waived by Janus). [Such fee] [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[ and shall be paid at
the same time and in the same amount as the fees payable to Janus]. 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 th[is][e] Agreement is effective.
5. Expenses. [Perkins][PWM] shall pay all its own costs and expenses
incurred in rendering its service under this Agreement.
6. Representations of [Perkins][PWM]. [Perkins][PWM] hereby
represents, warrants and covenants to Janus as follows:
(a) [Perkins][PWM]: (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 Janus of
the occurrence of any event that would disqualify [Perkins][PWM] 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][PWM]
that could have a material adverse effect upon [Perkins][PWM's] ability
to fulfill its obligations under this Agreement.
(b) [Perkins][PWM] has adopted a written code of ethics complying
with the requirements of Rule 17j-1 under the 1940 Act and will provide
Janus with a copy of such code of ethics, together with evidence of its
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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][PWM] shall
certify to Janus that [Perkins][PWM] has complied with the requirements
of Rule 17j-1 during the previous year and that there has been no
violation of [Perkins][PWM'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, [Perkins][PWM] shall
permit Janus, its employees or its agents to examine the reports
required to be made to [Perkins][PWM] by Rule 17j-1(c)(1) and all other
records relevant to [Perkins][PWM's] code of ethics.
(c) [Perkins][PWM] has provided Janus 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 Janus.
[(d) PWM will notify Janus of any change in the identity or control
of its shareholders owning a 10% or greater interest in PWM, or any
change that would constitute a change in control of PWM under the 1940
Act, prior to any such change if PWM is aware, or should be aware, of
any such change, but in any event as soon as any such change becomes
known to PWM.]
7. Term. This Agreement shall become effective as of the date first
set forth above and shall continue in effect until February 1,
[2007][2009], 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 votetelephone of a majority of the Trusteesnumber of Committee members shall constitute a quorum at any meeting. If a quorum is not present, the member(s) of the TrustCommittee who is/are not parties hereto or
interested personspresent 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
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’ 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
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, 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; |
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| (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 any sub-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 [Perkins][PWM], castentity 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’ Secretary in person at
a meeting calledaccordance with the Procedures for Consideration of Trustee Candidates Submitted by Shareholders (“Shareholder Nomination Procedures”) attached as Appendix 1. The Trusts’ Secretary will forward all such recommendations to the Chair 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 voting onevaluating candidates, which process may include, without limitation, personal interviews, background checks, written submissions by the approvalcandidates 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 termsmanner 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 renewal, and (b) eithernomination 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 |
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| 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
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 Chair of the Trustees, as described in each Trust’s Declaration of Trust or Trust Instrument, or by-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. |
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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 affirmative
voteTrustees.
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 or to advise the Committee. Janus Capital will report any 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 Trustees deem necessary or appropriate. |
| 5. | 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. |
| 6. | Maintain minutes of its meetings. |
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Appendix 1
JANUS INVESTMENT FUND
JANUS ASPEN SERIES
(each a “Trust,” and together, the “Trusts,” and each
series of a majorityTrust, a “Fund”)
PROCEDURES FOR CONSIDERATION OF TRUSTEE CANDIDATES SUBMITTED BY SHAREHOLDERS
(Adopted March 16, 2004; Revised July 6, 2009; Revised June 24, 2010; June 23, 2011)
The Trusts’ Nominating and Governance Committee (“Committee”) is responsible for identifying and nominating candidates for appointment as Trustees of the outstanding voting securitiesTrusts. Shareholders of the Fund. The
annual approvals provideda Fund may submit names of potential candidates for herein shall be effective to continue this
Agreement from year to year if given withinnomination as Trustee of a period beginning not more
than ninety (90) days prior to February 1Trust in accordance with these Procedures.
A candidate for nomination as Trustee 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 [6][9]0 days' advance written notice of termination be
given to [Perkins][PWM] at its principal place of business. This Agreement
may [also ]be terminated [(i)] by Janus [or the Trust: (i) by giving][at
any time, without penalty by giving] [6][9]0 days' advance written notice
of termination to [Perkins; (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
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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 Janus or the Trust without advance notice if
Perkins] [PWM; (ii) upon a material breach by PWM of any of the
representations and warranties set forth in Section 6 of this Agreement, if
such breach shall not have been cured within a 20-day period after notice
of such breach; or (iii) if PWM ]becomes unable to discharge its duties and
obligations under this Agreement. [This Agreement may be terminated by PWM
at any time, without penalty upon a material breach by Janus of any of the
obligations set forth in Section 3 of this Agreement, if such breach shall
not have been cured within a 20-day period after notice of such breach.
This Agreement may be terminated by PWM after April 30, 2005 upon three
years' written notice. ]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)submitted 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, [Perkins][PWM] 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][PWM]. Janusshareholder will not seek to
hold [Perkins][PWM], and [Perkins][PWM] 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, "[Perkins][PWM]" shall include any affiliate of
[Perkins][PWM] performing services for the Fund contemplated hereunder and
directors, officers and employees of [Perkins][PWM] and such affiliates.
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13. Activities of [Perkins][PWM]. The services of [Perkins][PWM]
hereunder are not to be deemed to be exclusive, and [Perkins][PWM] 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][PWM] to engage in any other
business or to devote his or her time and attention in partproperly submitted to the management or other aspects of any other business, whetherCommittee for the Committee’s consideration unless the following qualifications have been met and procedures followed:
1. A shareholder of a similar orFund who wishes to nominate a dissimilar nature. It is understood thatcandidate for election to a Trust’s Board of Trustees officers and
shareholders(“Nominating Shareholder”) must submit any such recommendation in writing via regular mail to the attention of the Secretary of the Trust, areat the address of the principal executive offices of the Trust (“Shareholder 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’s education, experience (including knowledge of the investment company industry, any professional licenses, designations or certifications currently or previously held, any non-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 become interestedbe an “interested person” (as such term is defined in [Perkins][PWM] as
directors, officers and shareholders of [Perkins][PWM], that directors,
officers, employees and shareholders of [Perkins][PWM] are or may become
similarly interested in the Trust, and that [Perkins][PWM] 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 [Perkins][PWM
]by Janus, the Trust or the Fund shall not diminish or relieve in any way
the liability of [Perkins][PWM] 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 Janus at:
Janus Capital Management LLC
151 Detroit Street
Denver, Colorado 80206
Attention: General Counsel
Phone: (303) 333-3863
Fax: (303) 316-5728
(b) To [Perkins][PWM] at:
Perkins[, Wolf, McDonnell and Company,] [Investment
Management] LLC
[310 South Michigan Avenue][311 South Wacker Drive, Suite
6000]
Chicago, Illinois 6060[6][4]
Attention: President
Phone: (312) 922-0355
Fax: (312) 922-0418
A-7
(c) To the Trust at:
Janus Investment Fund
151 Detroit Street
Denver, Colorado 80206
Attention: [General ][Chief Legal] Counsel
16. 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.
17. 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.
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 CAPITAL MANAGEMENT LLC
By:
----------------------------------
Name:
Title:
[Loren M. Starr
Chief Financial Officer and
Senior Vice President]
PERKINS[, WOLF, MCDONNELL AND COMPANY]
[INVESTMENT MANAGEMENT LLC]
By:
----------------------------------
Name:
Title:
A-8
[ACKNOWLEDGEMENT:
The undersigned acknowledges that it
is obligated to compensate PWM for its
services in accordance with the
provisions of Section 4 of this
Agreement.
JANUS INVESTMENT FUND on behalf of
[Janus Mid Cap Value Fund] [Janus
Small Cap Value Fund]
By:
Girard C. Miller
President and Chief Executive Officer]
A-9
EXHIBIT B
JANUS INVESTMENT FUND
FORM OF [AMENDED AND RESTATED]
INVESTMENT ADVISORY AGREEMENT
[JANUS ][PERKINS ][ ] FUND
THIS INVESTMENT ADVISORY AGREEMENT (the "Agreement") is made this [1st day
of July, 2004, as amended this 1st day of February, 2006, ][ day of
, 2008,] between JANUS INVESTMENT FUND, a Massachusetts business trust
(the "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 an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act"),amended) of the Fund, Janus Capital Management LLC, or any sub-adviser to a Fund, and, has registered its sharesif believed not to be an “interested person,” information regarding the candidate that will be sufficient for public offering under the Securities ActFund to make such determination; (iv) the written and signed consent of 1933,the candidate to be named as amended (the "1933 Act");a nominee and WHEREAS,to serve as a Trustee of the Trust, is authorizedif elected; (v) a description of all arrangements or understandings between the Nominating
A-6
Shareholder, the candidate and/or any other person or persons (including their names) pursuant to create separate funds, each with its
own separate investment portfolio of which the beneficial interests are
representedShareholder 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 a separate series of shares; one of such funds createdcandidate, as reported by the Trust being designated as the [Janus ][Perkins ][ ] Fund (the "Fund");candidate; and WHEREAS, the Trust and JCM deem it mutually advantageous(vii) such other information that JCM shouldwould be appointed as investment adviserhelpful to the Fund.
NOW, THEREFORE,Committee in evaluating the parties agreecandidate.
3. The Committee may require the Nominating Shareholder to furnish such other information as follows:
1. Appointment. The Trust hereby appoints JCM as investment adviser
and manager with respect to the Fund for 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 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 policies and restrictions and the other statements concerning
the Fund in the Declaration of Trust, 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, JCM shall cause its officers to
attend meetings and furnish oral or written reports, as
B-1
the Trustit 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 orderwriting within fourteen 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 keepconsider such candidate.
Unless otherwise specified by the Committee chair (or his designee) or by outside counsel to the independent Trustees, and
appropriate officersthe Secretary of the Trust fully informed as(or her designee) will promptly forward all Shareholder Recommendations to the condition of the
investment portfolio of the Fund, the investment recommendations of JCM,Committee chair (or his designee) and the investment considerations which have given rise to those
recommendations. Subjectoutside counsel to the approval of theindependent 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 if required, the shareholders of 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 extent the Trust
has not otherwise contracted) but not obligated (to the extent it so
notifieswhether the Trustees at least 60 days in advance), to perform (or arrange
forexpect any vacancies. When the performance by affiliates of or duly appointed subadvisers or
affiliates of) the management and administrative services necessary for the
operation of the Fund. JCMCommittee 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 JCM to be
necessary or desirable. JCM shall generally monitor and report to Fund
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 the 1933 Act. JCM
shall make reports to thenot actively recruiting new 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. JCM is also authorized, subject to review by the
Trustees, to furnish such other services as JCM shall from time to time
determine to be necessary or useful to perform the services contemplated by
this Agreement.
4. Obligations of 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]
B-2
(d) to compensate JCM for its services and reimburse JCM for its
expenses incurred hereunder in accordance with the provisions hereof.[;
and]
[(e) to compensate any subadviser engaged by JCM pursuant to the
authority granted in Section 2 hereof.]
5. Compensation.
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, adjusted by a performance fee as set forth in Schedule A[, provided
that any amounts due pursuant to Section 4(e) above shall be paid directly to
such subadviser by the Fund and shall reduce the amount payable to Janus
hereunder. ]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.
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][, calculated and payable for each day that this
Agreement is in effect, of 1/365] of 0.72% of the [average ]daily closing net
asset value of the Fund[, adjusted by a performance fee as set forth in Schedule
A. ][(1/366 of 0.72% of the daily closing net asset value of the Fund in a leap
year) provided that any amounts due pursuant to Section 4(e) above shall be paid
directly to such subadviser by the Fund and shall reduce the amount payable to
Janus hereunder.][ 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. 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.]
B-3
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 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 commissions and all other expenses in connection with
execution of portfolio transactions (including any appropriate commissions
paid 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); 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. 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. This Agreement shall terminate automatically in the
event of any assignment of this Agreement.
B-4
10. Term. This Agreement shall continue in effect until February 1,
[2007][2009], 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. 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, 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 to the Fund) between the Fund and the other series of
the Trust.
13. 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
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. JCM 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" shall include any
affiliate of JCM performing services for the Trust contemplated hereunder
and directors, officers and employees of JCM and such affiliates.
15. Activities of JCM. The services of JCM to the Trust hereunder are
not to be deemed to be exclusive, and JCM and its affiliates are free to
render
B-5
services to other parties. It is understood that trustees, officers and
shareholders of the Trust are or may become interested in JCM as directors,
officers and shareholders of JCM, that directors, officers, employees and
shareholders of JCM are or may become similarly interested in the Trust,
and that JCM may become interested in the Trust as a shareholder or
otherwise.
16. 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.
17. 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.
This Agreement shall supercede all prior investment advisory agreements
entered into between JCM and the Trust, on behalf of the Fund.
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:
--------------------------------------
JANUS INVESTMENT FUND
By:
--------------------------------------
B-6
SCHEDULE A
PERFORMANCE ADJUSTMENT
PERKINS MID CAP VALUE FUND
[Beginning with the Base Fee payable for February 2006 and in month 13 from
the amended date of this Agreement, t][T]he Base Fee shall be adjusted monthly
based upon the investment performance of the Fund's Investor Shares in relation
to the cumulative investment record of the Fund's benchmark, the Russell Midcap
Value Index (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 [February 1, 2006][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[ (beginning February 1, 2006).]
The Performance Adjustment shall be calculated by subtracting the
investment record of the Index from the investment performance of the Fund's
Investor Shares. If there is less than a 0.50% difference (plus or minus)
between the investment performance of the Fund's Investor Shares 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 Fund's
Investor Shares and the investment record of the Index is 0.50% or greater
during any Performance Period, the Base FeeShareholder Recommendations will be subject to an upward or
downward performance adjustment of 1/12 of 0.01875% for every full 0.50%
increment by which the Fund's Investor Shares outperform or underperform the
Index. The maximum percentage used in calculating the Performance Adjustment
(positive or negative) in any monthkept on file until active recruitment is 1/12 of 0.15%. The Performance Adjustment
is applied against the Fund's average daily net assets during the Performance
Period.
PERKINS SMALL CAP VALUE FUND
[Beginning with the Base Fee payable for 2008 and in month 13
from the date of this Agreement, the Base Fee shall be adjusted monthly based
upon the investment performance of the Fund's Investor Shares in relation to the
cumulative investment record of the Fund's benchmark, the Russell 2000(R) Value
Index (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.]
[The Performance Adjustment shall be calculated by subtracting the
investment record of the Index from the investment performance of the Fund's
Investor Shares. If there is less than a 0.50% difference (plus or minus)
between the investment performance of the Fund's Investor Shares and the
investment record of the Index, the Fund pays JCM the Base Fee with no
adjustment. If the difference between the
B-7
investment performance of the Fund's Investor Shares 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
0.01364% for every full 0.50% increment by which the Fund's Investor Shares
outperform or underperform 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.]
PERKINS MID CAP VALUE FUND AND PERKINS SMALL CAP VALUE FUND
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 Amended and Restated
Agreement and Declaration of Trust, Amended and Restated Bylaws and registration
statement, each as may be amended from time to time.
The investment performance of the Fund's Investor Shares will be the sum
of:
(1) the change in Investor Shares' net asset value ("NAV") per share
during the Performance Period; plus
(2) the value of the Investor Shares' 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 Investor 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 Investor 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.
The investment record of the Index will be the sum of:
(1) the change in the level of the Index during the Performance
Period; plus
B-8
(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.
The Trustees have initially designated Investor Shares 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 Investor Shares 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.
B-9
EXHIBIT C
OTHER FUNDS MANAGED BY JANUS CAPITAL AND PWM
WITH SIMILAR INVESTMENT OBJECTIVES
The following table lists certain information regarding funds with similar
investment objectives for which Janus Capital and PWM provide investment
advisory or subadvisory services. The table shows such fund's asset size as of
March 31, 2008, the rate of compensation paid by that fund, and whether Janus
Capital has contractually agreed to waive or reduce compensation received from
that fund.
ASSET SIZE ANNUAL RATE OF FEE WAIVERS OR
FUND OBJECTIVE (IN $ MILLIONS) COMPENSATION REDUCTIONS
---- --------- --------------- ------------------------ --------------
Janus Adviser High-
Yield Fund......... Seeks to obtain 3.5 First $300 Million 0.65% 0.90%(1)
high current Over $300 Million 0.55%
income. Capital
appreciation is a
secondary
investment
objective when
consistent with
its primary
investment
objective.
Janus Adviser Mid Cap
Value Fund(2)...... Seeks capital 841.5 0.64%(3) 0.74%(1)
appreciation.
Janus Adviser Small
Company Value
Fund............... Seeks capital 45.2 0.74% 1.00%(1)
appreciation.
Mid Cap Value
Portfolio(2)....... Seeks capital 71.6 0.64%(4) 1.24%(5)
appreciation.
Small Company Value
Portfolio.......... Seeks capital 17.8 0.74% 1.34%(5)
appreciation.
Janus High-Yield
Fund............... Seeks to obtain 503.5 First $300 Million 0.65% 0.90%(6)
high current Over $300 Million 0.55%
income. Capital
appreciation is a
secondary
investment
objective when
consistent with
its primary
investment
objective.
Janus Venture Fund... Seeks capital 1,226.6 0.64% N/A
appreciation.
C-1
ASSET SIZE ANNUAL RATE OF FEE WAIVERS OR
FUND OBJECTIVE (IN $ MILLIONS) COMPENSATION REDUCTIONS
---- --------- --------------- ------------------------ --------------
ING Janus Contrarian
Portfolio.......... Seeks capital 822.9 First $100 Million 0.45% N/A
appreciation. Next $100 Million 0.40%
Next $200 Million 0.35%
Next $500 Million 0.325%
Over $900 Million 0.30%
Ohio National
Small Cap Growth
Portfolio.......... Seeks long-term 20.4 First $50 Million 0.65% N/A
capital Next $100 Million 0.60%
appreciation. Over $150 Million 0.50%
SEI Small/Mid Cap
Equity Fund........ Seeks long-term 145.4 0.50% N/A
capital
appreciation.
SEI Small
Cap Fund........... Seeks capital 73.5 0.50% N/A
appreciation.
SEI Small Cap Growth
Fund............... Seeks long-term 67.6 0.50% N/A
capital
appreciation.
---------------
(1) Janus Capital has contractually agreed to waive the Fund's total operating
expenses (excluding the distribution and shareholder servicing fees
(applicable to Class A Shares, Class C Shares, Class R Shares, and Class S
Shares), administrative services fee (applicable to Class R Shares and
Class S Shares), brokerage commissions, interest, dividends, taxes, and
extraordinary expenses including, but not limited to, acquired fund fees
and expenses) to the limit shown until at least December 1, 2009. The
expense limit is described in the respective Statement of Additional
Information.
(2) Subadvised by PWC.
(3) 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
measuring period. This fee rate, as of July 31, 2007, was 0.59%.
(4) The Portfolio pays an investment advisory fee rate that adjusts up or down
based upon the Portfolio's performance relative to its benchmark index
during a measuring period. This fee rate, as of December 31, 2007, was
0.60%.
(5) Janus Capital has contractually agreed to waive the Portfolio's total
operating expenses (excluding the distribution and shareholder servicing
fee, administrative services fee (applicable to Service Shares), brokerage
commissions, interest, dividends, taxes, and extraordinary expenses
including, but not limited to, acquired fund fees and expenses) to the
limit shown until at least May 1, 2009. The expense limit is described in
the respective Statement of Additional Information.
(6) Janus Capital has contractually agreed to waive the Fund's total operating
expenses (excluding brokerage commissions, interest, dividends, taxes, and
extraordinary expenses including, but not limited to, acquired fund fees
and expenses) to the limit shown until at least March 1, 2009. The expense
waiver is described in the respective Statement of Additional Information.
C-2
EXHIBIT D
under way.
A-7
PRINCIPAL EXECUTIVE OFFICERS AND DIRECTORS OF JANUS CAPITALTHE TRUST AND THEIR PRINCIPAL OCCUPATIONS
Name, Address, and Age | Positions Held with the Trust | Term of Office* and Length of Time Served | Principal Occupations During the Past Five Years | |||
Ashwin Alankar 151 Detroit Street Denver, CO 80206 DOB: 1974 | Executive Vice President and Co-Portfolio Manager Janus | 9/14-Present | Senior Vice President and | |||
Executive Vice President and Janus | 9/14-Present | |||||
Executive Vice President and Janus Global Allocation Fund – Growth | 9/14-Present | |||||
Executive Vice President and Co-Portfolio Manager Janus Adaptive Global Allocation Fund | 6/15-Present | |||||
Andrew Acker 151 Detroit Street Denver, CO 80206 DOB: 1972 | Executive Vice President and Co-Portfolio Manager Janus Global Life Sciences Fund | 5/07-Present | Vice President and Research Analyst of | |||
Jean Barnard 151 Detroit Street Denver, CO 80206 DOB: 1970 | Executive Vice President and Co-Portfolio Manager Janus Fund | 1/16-Present | Portfolio Manager for other Janus accounts and Research Analyst for Janus Capital. | |||
Patrick Brophy 151 Detroit Street Denver, CO 80206 DOB: 1965 | Executive Vice President and Portfolio Manager Janus Global Real Estate Fund | 11/07-Present | Portfolio Manager for other Janus accounts. | |||
Jeremiah Buckley 151 Detroit Street Denver, CO 80206 DOB: 1976 | Executive Vice President and Co-Portfolio Manager Janus Growth and Income Fund | 7/14-Present | Portfolio Manager for other Janus accounts and Research Analyst for Janus Capital. | |||
Executive Vice President and Co-Portfolio Manager Janus Balanced Fund | 12/15-Present | |||||
| * | Officers are elected at least annually by the Trustees for a one-year term and may also be elected from time to time by the Trustees for an interim period. |
B-1
Name, Address, and Age | Positions Held with the Trust | Term of Office* and Length of Time Served | Principal Occupations During the Past Five Years | |||
Enrique Chang 151 Detroit Street Denver, CO 80206 DOB: 1962 | Executive Vice President and Co-Portfolio Manager Janus Global Allocation Fund – Conservative | 1/14-Present | President, Head of Investments for Janus Capital (since 2016) and Portfolio Manager for other Janus accounts. Formerly, Chief Investment Officer Equities and Asset Allocation for Janus Capital(2013-2016). During the five years prior to 2013, Mr. Chang was Chief Investment Officer and Executive Vice President |
Executive Vice President and Janus | 1/14-Present | |||||
Executive Vice President and Janus | 1/14-Present | |||||
Executive Vice President and Co-Portfolio Manager Janus | 6/15-Present | |||||
Jonathan D. Coleman 151 Detroit Street Denver, CO 80206 DOB: 1971 | Executive Vice President and Portfolio Manager Janus | |||||
| 5/13-Present | Executive Vice President of Janus | |||||
Executive Vice President and Portfolio Manager Janus Venture Fund | 5/13-Present | |||||
Brian Demain 151 Detroit Street Denver, CO 80206 DOB: 1977 | Executive Vice President and Portfolio Manager Janus Enterprise Fund | 11/07-Present | Vice President of Janus Capital and Portfolio Manager for other Janus accounts. | |||
Christopher H. Diaz 151 Detroit Street Denver, CO 80206 DOB: 1974 | Executive Vice President and Co-Portfolio Manager Janus Global Bond Fund | 5/11-Present | Portfolio Manager for other Janus accounts. Formerly, Portfolio Manager for ING (2000-2011). | |||
Denny Fish 151 Detroit Street Denver, CO 80206 DOB: 1971 | Executive Vice President and Co-Portfolio Manager Janus Global Technology Fund | 1/16-Present | Portfolio Manager for other Janus accounts and Research Analyst for Janus Capital. | |||
John S. Fujiwara 151 Detroit Street Denver, CO 80206 DOB: 1960 | Executive Vice President and Co-Portfolio Manager Janus Diversified Alternatives Fund | 12/12-Present | Portfolio Manager for other Janus accounts. Formerly, Senior Principal at Absolute Plus Management, LLC(2006-2012). | |||
William H. Gross 151 Detroit Street Denver, CO 80206 DOB: 1944 | Executive Vice President and Lead Portfolio Manager Janus | 10/14-Present | Portfolio Manager for other Janus accounts. Formerly, Managing Director, Chief Investment Officer, and | |||
| * | Officers are elected at least annually by the Trustees for a one-year term and may also be elected from time to time by the Trustees for an interim period. |
B-2
Name, Address, and Age | Positions Held with the Trust | Term of Office* and Length of Time Served | Principal Occupations During the Past Five Years | |||
Brinton Johns 151 Detroit Street Denver, CO 80206 DOB: 1973 | Executive Vice President and Co-Portfolio Manager Janus Global Technology Fund | 1/14-Present | Portfolio Manager for other Janus accounts and Research Analyst for Janus Capital. | |||
Michael Keough 151 Detroit Street Denver, CO 80206 DOB: 1978 | Executive Vice President and Co-Portfolio Manager Janus Flexible Bond Fund | 12/15-Present | Portfolio Manager for other Janus accounts and Research Analyst for Janus Capital. | |||
John Kerschner 151 Detroit Street Denver, CO 80206 DOB: 1967 | Executive Vice President and Co-Portfolio Manager Janus Multi-Sector Income Fund | 2/14-Present | Research Analyst for Janus Capital. | |||
Daniel Kozlowski 151 Detroit Street Denver, CO 80206 DOB: 1971 | Executive Vice President and Portfolio Manager Janus Contrarian Fund | 7/11-Present | Portfolio Manager for other Janus accounts. Formerly, Portfolio Manager of Plaisance Capital LLC (2008-2011). | |||
John Lloyd 151 Detroit Street Denver, CO 80206 DOB: 1975 | Executive Vice President and Co-Portfolio Manager Janus Multi-Sector Income Fund | 2/14-Present | Research Analyst for Janus Capital. | |||
Ethan Lovell 151 Detroit Street Denver, CO 80206 DOB: 1967 | Executive Vice President and Co-Portfolio Manager Janus Global Life Sciences Fund | 1/16-Present | Portfolio Manager for other Janus accounts and Research Analyst for Janus Capital. | |||
George P. Maris 151 Detroit Street Denver, CO 80206 DOB: 1968 | Executive Vice President and Portfolio Manager Janus Global Select Fund Executive Vice President and Portfolio Manager Janus Overseas Fund | 8/12-Present 1/16-Present | Vice President of Janus Capital and Portfolio Manager for other Janus accounts. Formerly, Portfolio Manager for Northern Trust (2008-2011). | |||
Julian McManus 151 Detroit Street Denver, CO 80206 DOB: 1970 | Executive Vice President and Co-Portfolio Manager Janus International Equity Fund | 6/10-Present | Portfolio Manager for other Janus accounts and Research Analyst for Janus Capital. | |||
Seth Meyer 151 Detroit Street Denver, CO 80206 DOB: 1976 | Executive Vice President and Co-Portfolio Manager Janus Multi-Sector Income Fund | 2/14-Present | Portfolio Manager of other Janus accounts and Research Analyst for Janus Capital. | |||
Executive Vice President and Co-Portfolio Manager Janus High-Yield Fund | 12/15-Present | |||||
Ryan Myerberg 151 Detroit Street Denver, CO 80206 DOB: 1979 | Executive Vice President and Co-Portfolio Manager Janus Global Bond Fund | 12/15-Present | Portfolio Manager for other Janus accounts and Research Analyst for Janus Capital. | |||
| * | Officers are elected at least annually by the Trustees for a one-year term and may also be elected from time to time by the Trustees for an interim period. |
B-3
Name, Address, and Age | Positions Held with the Trust | Term of Office* and Length of Time Served | Principal Occupations During the Past Five Years | |||
Marc Pinto 151 Detroit Street Denver, CO 80206 DOB: 1961 | Executive Vice President and Co-Portfolio Manager Janus Balanced Fund | 5/05-Present | Vice President of Janus Capital and Portfolio Manager for other Janus accounts. | |||
Executive Vice President and Co-Portfolio Manager Janus Growth and Income Fund | 11/07-Present | |||||
Executive Vice President and Portfolio Manager Janus Twenty Fund | 5/13-Present | |||||
A. Douglas Rao 151 Detroit Street Denver, CO 80206 DOB: 1974 | Executive Vice President and Co-Portfolio Manager Janus Forty Fund | 6/13-Present | Portfolio Manager for other Janus accounts. Formerly, Partner and Portfolio Manager for Chautauqua Capital Management (2012-2013) and Portfolio Manager for Marsico Capital Management, LLC(2007-2012). | |||
Mayur Saigal 151 Detroit Street Denver, CO 80206 DOB: 1975 | Executive Vice President and Co-Portfolio Manager Janus Real Return Fund | 10/13-Present | Portfolio Manager for other Janus accounts and Research Analyst for Janus Capital. | |||
Executive Vice President and Co-Portfolio Manager Janus Balanced Fund | 12/15-Present | |||||
Executive Vice President and Co-Portfolio Manager Janus Flexible Bond Fund | 12/15-Present | |||||
Executive Vice President and Co-Portfolio Manager Janus Short-Term Bond Fund | 12/15-Present | |||||
Nick Schommer 151 Detroit Street Denver, CO 80206 DOB: 1978 | Executive Vice President and Co-Portfolio Manager Janus Forty Fund | 1/16-Present | Portfolio Manager for other Janus accounts and Research Analyst for Janus Capital. | |||
Guy Scott 151 Detroit Street Denver, CO 80206 DOB: 1966 | Executive Vice President and Co-Portfolio Manager Janus International Equity Fund | 6/10-Present | Portfolio Manager for other Janus accounts and Research Analyst for Janus Capital. | |||
J. Bradley Slingerlend 151 Detroit Street Denver, CO 80206 DOB: 1978 | Executive Vice President and Co-Portfolio Manager Janus Global Technology Fund | 5/11-Present | Portfolio Manager for other Janus accounts. | |||
J. Eric Thorderson 151 Detroit Street Denver, CO 80206 DOB: 1961 | Executive Vice President and Portfolio Manager Janus Government Money Market Fund | 2/99-Present | Vice President of Janus Capital and Portfolio Manager for other Janus accounts. | |||
Executive Vice President and Portfolio Manager Janus Money Market Fund | 2/04-Present | |||||
| * | Officers are elected at least annually by the Trustees for a one-year term and may also be elected from time to time by the Trustees for an interim period. |
B-4
Name, Address, and Age | Positions Held with the Trust | Term of Office* and Length of Time Served | Principal Occupations During the Past Five Years | |||
Darrell Watters 151 Detroit Street Denver, CO 80206 DOB: 1963 | Executive Vice President and Co-Portfolio Manager Janus Flexible Bond Fund | 5/07-Present | Vice President of Janus Capital and Portfolio Manager for other Janus accounts. | |||
Executive Vice President and Co-Portfolio Manager Janus Short-Term Bond Fund | 5/07-Present | |||||
Executive Vice President and Co-Portfolio Manager Janus High-Yield Fund | 7/08-Present | |||||
Executive Vice President and Co-Portfolio Manager Perkins Value Plus Income Fund | 7/10-Present | |||||
Executive Vice President and Co-Portfolio Manager Janus Real Return Fund | 10/12-Present | |||||
Executive Vice President and Co-Portfolio Manager Janus Balanced Fund | 12/15-Present | |||||
Andrew B. Weisman 151 Detroit Street Denver, CO 80206 DOB: 1959 | Executive Vice President and Co-Portfolio Manager Janus Diversified Alternatives Fund | 12/12-Present | Chief Investment Officer Liquid Alternatives Group and Senior Vice President of Janus Capital; Director of | |||
Carmel Wellso 151 Detroit Street Denver, CO 80206 DOB: 1964 | Executive Vice President Janus International Equity Fund | 6/10-Present | Vice President and Director | |||
Executive Vice President Janus Global Research Fund | 12/14-Present | |||||
Executive Vice President Janus Research Fund | 12/14-Present | |||||
Burton H. Wilson 151 Detroit Street Denver, CO 80206 DOB: 1963 | Executive Vice President and Co-Portfolio Manager Janus Fund | 5/11-Present | Vice President of Janus Capital and Portfolio Manager for other Janus accounts. Formerly, Assistant Director of Equity Research (2009-2014), and Portfolio Manager (2006-2011) for Janus Global Technology Fund. | |||
| * | Officers are elected at least annually by the Trustees for a one-year term and may also be elected from time to time by the Trustees for an interim period. |
B-5
Name, Address, and Age | Positions Held with the Trust | Term of Office* and Length of Time Served | Principal Occupations During the Past Five Years | |||
Hiroshi Yoh #36-02 AXA Tower 8 Shenton Way Singapore 068811 DOB: 1963 | Executive Vice President and Portfolio Manager Janus Asia Equity Fund | 7/11-Present | Director of Janus Capital Singapore Pte. Limited and Portfolio Manager for other Janus accounts. Formerly, Chief Investment Officer and a portfolio manager with Tokio Marine Asset Management International Pte. Ltd., a Singapore-based asset management firm (1999-2011). | |||
Executive Vice President and Portfolio Manager Janus Emerging Markets Fund | 8/12-Present | |||||
Stephanie Grauerholz 151 Detroit Street Denver, CO 80206 DOB: 1970 | Chief Legal Counsel and Secretary Vice President | 1/06-Present 3/06-Present | Senior Vice President and Chief | |||
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, | |||
| * | Officers are elected at least annually by the Trustees for a one-year term and may also be elected from time to time by the Trustees for an interim period. |
B-6
Name, Address, and Age | Positions Held with the Trust | Term of | Principal Occupations During the Past Five Years | |||
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 | |||
| * | Officers are elected at least annually by the Trustees for a one-year term and |
B-7
NUMBER OF OUTSTANDING SHARES
The following table shows, as of the close of business on April 5, 2016, the number of outstanding shares of each class of each Fund, as applicable:
Fund | Share Class | Total Number of Outstanding Shares | ||||
Janus Adaptive Global Allocation Fund | ||||||
| Class A Shares | 60,193.680 | |||||
| Class C Shares | 110,788.476 | |||||
| Class D Shares | 127,901.851 | |||||
| Class I Shares | 114,578.140 | |||||
| Class N Shares | 5,205,610.079 | |||||
| Class S Shares | 111,452.772 | |||||
| Class T Shares | 113,926.345 | |||||
Janus Asia Equity Fund | ||||||
| Class A Shares | 37,394.678 | |||||
| Class C Shares | 46,451.084 | |||||
| Class D Shares | 568,508.905 | |||||
| Class I Shares | 305,142.091 | |||||
| Class S Shares | 39,023.758 | |||||
| Class T Shares | 28,343.937 | |||||
Janus Balanced Fund | ||||||
| Class A Shares | 37,352,587.330 | |||||
| Class C Shares | 50,616,018.170 | |||||
| Class D Shares | 49,583,423.650 | |||||
| Class I Shares | 59,547,921.730 | |||||
| Class N Shares | 63,875,969.626 | |||||
| Class R Shares | 10,127,777.875 | |||||
| Class S Shares | 24,583,854.866 | |||||
| Class T Shares | 171,947,322.632 | |||||
Janus Contrarian Fund | ||||||
| Class A Shares | 4,103,725.148 | |||||
| Class C Shares | 3,353,976.669 | |||||
| Class D Shares | 104,153,964.853 | |||||
| Class I Shares | 7,698,401.287 | |||||
| Class R Shares | 65,728.297 | |||||
| Class S Shares | 238,032.335 | |||||
| Class T Shares | 45,239,501.813 | |||||
C-1
Fund | Share Class | Total Number of Outstanding Shares | ||||
Janus Diversified Alternatives Fund | ||||||
| Class A Shares | 281,965.480 | |||||
| Class C Shares | 179,951.212 | |||||
| Class D Shares | 491,116.044 | |||||
| Class I Shares | 271,474.647 | |||||
| Class N Shares | 4,853,183.747 | |||||
| Class S Shares | 139,654.519 | |||||
| Class T Shares | 155,297.041 | |||||
Janus Emerging Markets Fund | ||||||
| Class A Shares | 35,457.011 | |||||
| Class C Shares | 37,356.113 | |||||
| Class D Shares | 1,057,771.474 | |||||
| Class I Shares | 5,320,868.149 | |||||
| Class S Shares | 149,037.325 | |||||
| Class T Shares | 573,790.090 | |||||
Janus Enterprise Fund | ||||||
| Class A Shares | 4,262,438.407 | |||||
| Class C Shares | 1,399,802.626 | |||||
| Class D Shares | 14,697,014.986 | |||||
| Class I Shares | 20,103,973.075 | |||||
| Class N Shares | 10,760,567.108 | |||||
| Class R Shares | 1,357,228.508 | |||||
| Class S Shares | 4,497,467.745 | |||||
| Class T Shares | 27,041,137.762 | |||||
Janus Flexible Bond Fund | ||||||
| Class A Shares | 69,187,428.665 | |||||
| Class C Shares | 34,996,806.013 | |||||
| Class D Shares | 62,131,561.232 | |||||
| Class I Shares | 506,824,288.545 | |||||
| Class N Shares | 58,865,519.663 | |||||
| Class R Shares | 4,535,963.838 | |||||
| Class S Shares | 6,767,385.624 | |||||
| Class T Shares | 148,687,805.921 | |||||
Janus Forty Fund | ||||||
| Class A Shares | 8,322,230.708 | |||||
| Class C Shares | 10,536,492.000 | |||||
| Class I Shares | 27,659,620.912 | |||||
| Class N Shares | 4,254,004.174 | |||||
| Class R Shares | 4,485,629.601 | |||||
| Class S Shares | 20,472,377.213 | |||||
| Class T Shares | 3,342,097.777 | |||||
C-2
Fund | Share Class | Total Number of Outstanding Shares | ||||
Janus Fund | ||||||
| Class A Shares | 541,405.901 | |||||
| Class C Shares | 208,019.005 | |||||
| Class D Shares | 167,892,011.113 | |||||
| Class I Shares | 2,575,294.431 | |||||
| Class N Shares | 1,515,688.075 | |||||
| Class R Shares | 151,676.710 | |||||
| Class S Shares | 674,863.275 | |||||
| Class T Shares | 47,641,095.136 | |||||
Janus Global Allocation Fund – Conservative | ||||||
| Class A Shares | 956,288.561 | |||||
| Class C Shares | 1,817,147.588 | |||||
| Class D Shares | 16,171,336.218 | |||||
| Class I Shares | 234,255.122 | |||||
| Class S Shares | 164,691.872 | |||||
| Class T Shares | 2,458,245.380 | |||||
Janus Global Allocation Fund – Growth | ||||||
| Class A Shares | 347,832.521 | |||||
| Class C Shares | 418,554.064 | |||||
| Class D Shares | 16,465,606.137 | |||||
| Class I Shares | 363,154.013 | |||||
| Class S Shares | 281,411.705 | |||||
| Class T Shares | 1,349,996.715 | |||||
Janus Global Allocation Fund – Moderate | ||||||
| Class A Shares | 1,074,647.505 | |||||
| Class C Shares | 869,057.490 | |||||
| Class D Shares | 18,455,746.570 | |||||
| Class I Shares | 320,843.468 | |||||
| Class S Shares | 260,855.164 | |||||
| Class T Shares | 1,875,800.241 | |||||
Janus Global Bond Fund | ||||||
| Class A Shares | 1,539,639.836 | |||||
| Class C Shares | 556,203.211 | |||||
| Class D Shares | 1,026,428.034 | |||||
| Class I Shares | 2,966,315.224 | |||||
| Class N Shares | 21,628,699.825 | |||||
| Class S Shares | 16,034.817 | |||||
| Class T Shares | 1,062,766.653 | |||||
C-3
Fund | Share Class | Total Number of Outstanding Shares | ||||
Janus Global Life Sciences Fund | ||||||
| Class A Shares | 6,709,294.791 | |||||
| Class C Shares | 4,687,545.372 | |||||
| Class D Shares | 30,792,389.295 | |||||
| Class I Shares | 8,040,862.472 | |||||
| Class S Shares | 322,446.612 | |||||
| Class T Shares | 33,447,697.336 | |||||
Janus Global Real Estate Fund | ||||||
| Class A Shares | 1,700,857.462 | |||||
| Class C Shares | 790,418.132 | |||||
| Class D Shares | 3,650,186.051 | |||||
| Class I Shares | 10,485,160.013 | |||||
| Class S Shares | 346,517.774 | |||||
| Class T Shares | 6,965,775.098 | |||||
Janus Global Research Fund | ||||||
| Class A Shares | 342,338.060 | |||||
| Class C Shares | 179,225.534 | |||||
| Class D Shares | 21,537,457.066 | |||||
| Class I Shares | 2,283,861.634 | |||||
| Class R Shares | 86,574.374 | |||||
| Class S Shares | 1,210,800.990 | |||||
| Class T Shares | 15,129,970.463 | |||||
Janus Global Select Fund | ||||||
| Class A Shares | 377,158.313 | |||||
| Class C Shares | 268,188.287 | |||||
| Class D Shares | 109,502,943.969 | |||||
| Class I Shares | 1,857,068.104 | |||||
| Class R Shares | 25,538.190 | |||||
| Class S Shares | 26,618.013 | |||||
| Class T Shares | 37,828,633.864 | |||||
Janus Global Technology Fund | ||||||
| Class A Shares | 529,206.067 | |||||
| Class C Shares | 279,116.185 | |||||
| Class D Shares | 33,426,320.131 | |||||
| Class I Shares | 1,352,124.569 | |||||
| Class S Shares | 213,684.856 | |||||
| Class T Shares | 15,961,302.106 | |||||
C-4
Fund | Share Class | Total Number of Outstanding Shares | ||||
Janus Global Unconstrained Bond Fund | ||||||
| Class A Shares | 8,204,298.001 | |||||
| Class C Shares | 4,279,989.039 | |||||
| Class D Shares | 1,355,065.841 | |||||
| Class I Shares | 102,622,869.988 | |||||
| Class N Shares | 328,996.437 | |||||
| Class R Shares | 23,851.337 | |||||
| Class S Shares | 47,737.133 | |||||
| Class T Shares | 15,399,464.082 | |||||
Janus Government Money Market Fund | ||||||
| Class D Shares | 155,815,616.467 | |||||
| Class T Shares | 3,614,192.552 | |||||
Janus Growth and | ||||||
| Class A Shares | 581,830.085 | |||||
| Class C Shares | 410,623.586 | |||||
| Class D Shares | 58,213,099.841 | |||||
| Class I Shares | 1,254,490.058 | |||||
| Class R Shares | 54,475.320 | |||||
| Class S Shares | 543,679.311 | |||||
| Class T Shares | 31,005,334.239 | |||||
Janus High-Yield Fund | ||||||
| Class A Shares | 17,168,293.072 | |||||
| Class C Shares | 6,297,194.255 | |||||
| Class D Shares | 39,580,136.422 | |||||
| Class I Shares | 26,669,049.249 | |||||
| Class N Shares | 2,313,750.778 | |||||
| Class R Shares | 191,988.267 | |||||
| Class S Shares | 272,020.457 | |||||
| Class T Shares | 144,604,397.757 | |||||
Janus International Equity Fund | ||||||
| Class A Shares | 2,272,800.747 | |||||
| Class C Shares | 1,006,421.367 | |||||
| Class D Shares | 1,478,300.429 | |||||
| Class I Shares | 4,301,238.126 | |||||
| Class N Shares | 8,093,508.226 | |||||
| Class R Shares | 349,186.959 | |||||
| Class S Shares | 902,303.021 | |||||
| Class T Shares | 610,415.024 | |||||
Janus Money Market Fund | ||||||
| Class D Shares | 940,697,434.191 | |||||
| Class T Shares | 205,775,200.351 | |||||
C-5
Fund | Share Class | Total Number of Outstanding Shares | ||||
Janus | ||||||
| Class A Shares | 1,023,750.465 | |||||
| Class C Shares | 350,405.446 | |||||
| Class D Shares | 1,032,519.782 | |||||
| Class I Shares | 790,782.862 | |||||
| Class N Shares | 263,069.943 | |||||
| Class S Shares | 189,272.335 | |||||
| Class T Shares | 2,395,607.184 | |||||
Janus Overseas Fund | ||||||
| Class A Shares | 1,095,471.567 | |||||
| Class C Shares | 884,212.220 | |||||
| Class D Shares | 27,255,591.413 | |||||
| Class I Shares | 3,629,039.731 | |||||
| Class N Shares | 2,391,285.920 | |||||
| Class R Shares | 1,560,718.401 | |||||
| Class S Shares | 6,906,021.486 | |||||
| Class T Shares | 25,421,977.148 | |||||
Janus Real Return Fund | ||||||
| Class A Shares | 526,216.362 | |||||
| Class C Shares | 252,931.616 | |||||
| Class D Shares | 735,409.186 | |||||
| Class I Shares | 287,215.094 | |||||
| Class S Shares | 87,658.032 | |||||
| Class T Shares | 336,338.082 | |||||
Janus Research Fund | ||||||
| Class A Shares | 831,972.016 | |||||
| Class C Shares | 509,511.136 | |||||
| Class D Shares | 62,265,175.915 | |||||
| Class I Shares | 6,098,521.041 | |||||
| Class N Shares | 4,205,023.022 | |||||
| Class S Shares | 76,340.305 | |||||
| Class T Shares | 37,089,478.819 | |||||
Janus Short-Term Bond Fund | ||||||
| Class A Shares | 46,507,923.892 | |||||
| Class C Shares | 18,298,029.679 | |||||
| Class D Shares | 62,444,679.426 | |||||
| Class I Shares | 161,566,150.919 | |||||
| Class N Shares | 11,863,592.816 | |||||
| Class S Shares | 896,481.135 | |||||
| Class T Shares | 511,608,530.680 | |||||
C-6
Fund | Share Class | Total Number of Outstanding Shares | ||||
Janus Triton Fund | ||||||
| Class A Shares | 26,911,353.085 | |||||
| Class C Shares | 11,105,166.032 | |||||
| Class D Shares | 39,274,267.950 | |||||
| Class I Shares | 58,810,071.586 | |||||
| Class N Shares | 29,651,686.903 | |||||
| Class R Shares | 10,342,260.063 | |||||
| Class S Shares | 16,484,160.213 | |||||
| Class T Shares | 110,706,030.801 | |||||
Janus Twenty Fund | ||||||
| Class D Shares | 108,633,512.375 | |||||
| Class T Shares | 53,987,109.219 | |||||
Janus Venture Fund | ||||||
| Class A Shares | 597,327.414 | |||||
| Class C Shares | 297,014.487 | |||||
| Class D Shares | 22,034,350.384 | |||||
| Class I Shares | 4,000,559.959 | |||||
| Class N Shares | 859,031.661 | |||||
| Class S Shares | 512,704.528 | |||||
| Class T Shares | 14,910,700.931 | |||||
INTECH Emerging Markets Managed Volatility Fund | ||||||
| Class A Shares | 15,260.078 | |||||
| Class C Shares | 5,044.957 | |||||
| Class D Shares | 129,981.840 | |||||
| Class I Shares | 56,691.232 | |||||
| Class S Shares | 5,077.307 | |||||
| Class T Shares | 16,175.430 | |||||
INTECH Global Income Managed Volatility Fund | ||||||
| Class A Shares | 973,125.824 | |||||
| Class C Shares | 590,113.213 | |||||
| Class D Shares | 2,750,261.217 | |||||
| Class I Shares | 1,168,202.002 | |||||
| Class S Shares | 22,144.045 | |||||
| Class T Shares | 1,313,989.893 | |||||
INTECH International Managed Volatility Fund | ||||||
| Class A Shares | 334,766.877 | |||||
| Class C Shares | 141,531.095 | |||||
| Class D Shares | 214,621.819 | |||||
| Class I Shares | 8,156,077.314 | |||||
| Class S Shares | 8,019.974 | |||||
| Class T Shares | 1,305,895.134 | |||||
C-7
Fund | Share Class | Total Number of Outstanding Shares | ||||
INTECH U.S. Core Fund | ||||||
| Class A Shares | 1,309,461.319 | |||||
| Class C Shares | 1,015,580.306 | |||||
| Class D Shares | 16,010,158.107 | |||||
| Class I Shares | 6,805,167.436 | |||||
| Class N Shares | 3,074.651 | |||||
| Class S Shares | 1,979,182.977 | |||||
| Class T Shares | 7,111,187.857 | |||||
INTECH U.S. Managed Volatility Fund | ||||||
| Class A Shares | 2,456,474.705 | |||||
| Class C Shares | 1,592,325.253 | |||||
| Class D Shares | 1,099,996.093 | |||||
| Class I Shares | 12,994,787.164 | |||||
| Class N Shares | 7,790,246.613 | |||||
| Class S Shares | 469,805.401 | |||||
| Class T Shares | 12,434,632.035 | |||||
Perkins Global Value Fund | ||||||
| Class A Shares | 1,541,842.613 | |||||
| Class C Shares | 866,704.107 | |||||
| Class D Shares | 6,667,712.404 | |||||
| Class I Shares | 3,360,444.375 | |||||
| Class N Shares | 221,981.884 | |||||
| Class S Shares | 9,173.744 | |||||
| Class T Shares | 4,805,812.418 | |||||
Perkins International Value Fund | ||||||
| Class A Shares | 29,238.193 | |||||
| Class C Shares | 25,346.547 | |||||
| Class D Shares | 247,037.000 | |||||
| Class I Shares | 610,820.427 | |||||
| Class N Shares | 137,563.716 | |||||
| Class S Shares | 22,005.123 | |||||
| Class T Shares | 77,367.722 | |||||
Perkins Large Cap Value Fund | ||||||
| Class A Shares | 193,009.440 | |||||
| Class C Shares | 139,851.707 | |||||
| Class D Shares | 2,387,710.313 | |||||
| Class I Shares | 2,500,189.334 | |||||
| Class N Shares | 4,770,700.550 | |||||
| Class S Shares | 16,479.946 | |||||
| Class T Shares | 349,588.460 | |||||
C-8
Fund | Share Class | Total Number of Outstanding Shares | ||||
Perkins Mid Cap Value Fund | ||||||
| Class A Shares | 8,858,607.021 | |||||
| Class C Shares | 5,515,808.971 | |||||
| Class D Shares | 48,012,911.887 | |||||
| Class I Shares | 61,018,776.201 | |||||
| Class L Shares | 632,037.454 | |||||
| Class N Shares | 6,676,112.926 | |||||
| Class R Shares | 4,602,741.318 | |||||
| Class S Shares | 10,770,719.303 | |||||
| Class T Shares | 109,774,778.349 | |||||
Perkins Select Value Fund | ||||||
| Class A Shares | 7,694.664 | |||||
| Class C Shares | 9,851.364 | |||||
| Class D Shares | 597,337.821 | |||||
| Class I Shares | 5,800,976.490 | |||||
| Class S Shares | 4,420.715 | |||||
| Class T Shares | 172,065.616 | |||||
Perkins Small Cap Value Fund | ||||||
| Class A Shares | 1,910,497.915 | |||||
| Class C Shares | 636,695.197 | |||||
| Class D Shares | 3,992,059.306 | |||||
| Class I Shares | 16,676,803.181 | |||||
| Class L Shares | 9,831,614.217 | |||||
| Class N Shares | 10,021,211.805 | |||||
| Class R Shares | 897,197.475 | |||||
| Class S Shares | 2,713,321.415 | |||||
| Class T Shares | 27,163,368.689 | |||||
Perkins Value Plus Income Fund | ||||||
| Class A Shares | 558,559.205 | |||||
| Class C Shares | 590,196.352 | |||||
| Class D Shares | 2,516,854.390 | |||||
| Class I Shares | 336,309.069 | |||||
| Class S Shares | 190,920.971 | |||||
| Class T Shares | 147,410.618 | |||||
C-9
5% BENEFICIAL OWNERS OF OUTSTANDING SHARES
As of March 31, 2016, the officers and Trustee nominees as a group owned approximately 3.2% of Class D Shares of INTECH Emerging Markets Managed Volatility Fund, 8.8% of Class D Shares of INTECH International Managed Volatility Fund, 2.0% of Class T Shares of INTECH International Managed Volatility Fund, 1.6% of Class D Shares of INTECH U.S. Managed Volatility Fund, 1.2% of Class D Shares of Janus Adaptive Global Allocation Fund, 18.3% of Class D Shares of Janus Diversified Alternatives Fund, 1.9% of Class I Shares of Janus Global Allocation Fund – Conservative, 2.6% of Class I Shares of Janus Global Allocation Fund – Growth, 4.9% of Class I Shares of Janus Global Allocation Fund – Moderate, 1.4% of Class I Shares of Janus Global Technology Fund, 74.0% of Class I Shares of Janus Global Unconstrained Bond Fund, 13.6% of Class A Shares of Janus Growth and Income Fund, 1.2% of Class I Shares of Janus Growth and Income Fund, 8.1% of Class D Shares of Janus International Equity Fund, 19.7% of Class T Shares of Janus International Equity Fund, 4.3% of Class D Shares of Janus Multi-Sector Income Fund, 1.3% of Class T Shares of Janus Multi-Sector Income Fund, 4.4% of Class D Shares of Janus Real Return Fund, 12.6% of Class N Shares of Perkins Global Value Fund, 1.2% of Class T Shares of Perkins Global Value Fund, 16.5% of Class D Shares of Perkins International Value Fund, 23.3% of Class N Shares of Perkins International Value Fund, 47.8% of Class T Shares of Perkins International Value Fund, 14.6% of Class D Shares of Perkins Large Cap Value Fund, 10.5% of Class I Shares of Perkins Large Cap Value Fund, 4.6% of Class D Shares of Perkins Select Value Fund, 72.5% of Class I Shares of Perkins Select Value Fund, 6.1% of Class D Shares of Perkins Value Plus Income Fund, 5.5% of Class I Shares of Perkins Value Plus Income Fund, and less than 1% of the outstanding Shares of any other class of each of the other Funds in this proxy statement. In addition, an investment by Janus Capital’s funds of funds may comprise a significant percentage of a share class or Fund. As of March 31, 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.
To the best knowledge of the Trust, as of March 31, 2016, no other person or entity owned beneficially 5% or more (or beneficially owned more than 25%) of the outstanding Shares of any class of the Funds, except as shown. As of March 31, 2016, William H. Gross, portfolio manager of Janus Global Unconstrained Bond Fund, is
D-1
deemed to control the Fund by virtue of owning more than 25% of the outstanding Shares of that Fund. In addition, as of March 31, 2016, Robert Perkins, co-portfolio manager of Perkins Select Value Fund, is deemed to control the Fund by virtue of owning more than 25% of the outstanding Shares of that 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 the Fund’s other shareholders in deciding whether to redeem its Shares. In certain circumstances, Janus Capital’s or JCGI’s ownership may not represent beneficial ownership. To the best 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.
| Fund Name | Shareholder and | Percentage Ownership | ||||
INTECH Emerging Markets | Janus Capital Group Inc. Denver, CO | 100 | %* | |||
INTECH Global Income Managed Volatility Fund | American Enterprise Investment Svc | 41.37 | % | |||
| Raymond James | 40.76 | % | ||||
| House Acct Firm #92500015 | ||||||
| Omnibus for Mutual Funds | ||||||
St. Petersburg, FL | ||||||
| Pershing LLC | 10.27 | % | ||||
| Jersey City, NJ | ||||||
INTECH International Managed Volatility Fund | American Enterprise Investment Svc | 53.87 | % | |||
| Pershing LLC | 36.20 | % | ||||
| Jersey City, NJ | ||||||
INTECH U.S. Core Fund | American Enterprise Investment Svc | 51.16 | % | |||
| Raymond James | 12.18 | % | ||||
| House Acct Firm #92500015 | ||||||
| Omnibus for Mutual Funds | ||||||
St. Petersburg, FL | ||||||
| Pershing LLC | 9.29 | % | ||||
| Jersey City, NJ | ||||||
| * | This beneficial ownership represents seed capital that Janus Capital |
D-2
| Fund Name | Shareholder and | Percentage Ownership | ||||
INTECH U.S. Managed Volatility Fund | American Enterprise Investment Svc | 41.57 | % | |||
| Raymond James | 14.22 | % | ||||
| House Acct Firm #92500015 | ||||||
| Omnibus for Mutual Funds | ||||||
St. Petersburg, FL | ||||||
| Merrill Lynch Pierce Fenner & Smith, Inc. | 13.70 | % | ||||
| For the Sole Benefit of Customers | ||||||
Jacksonville, FL | ||||||
| Pershing LLC | 9.72 | % | ||||
Jersey City, NJ | ||||||
| National Financial Services LLC | 9.16 | % | ||||
| For the Exclusive Benefit of Our Customers | ||||||
| Jersey City, NJ | ||||||
Janus Adaptive Global Allocation Fund | Janus Capital | 83.25 | %* | |||
| Pershing LLC | 16.75 | % | ||||
| Jersey City, NJ | ||||||
Janus Asia Equity Fund | First Clearing LLC | 30.01 | % | |||
| Janus Capital Group Inc. | 25.29 | %* | ||||
Denver, CO | ||||||
| American Enterprise Investment Svc | 17.65 | % | ||||
| FBO 41999970 | ||||||
Minneapolis, MN | ||||||
| Pershing LLC | 14.86 | % | ||||
| Jersey City, NJ | ||||||
Janus Balanced Fund | American Enterprise Investment Svc | 33.40 | % | |||
| Merrill Lynch Pierce Fenner & Smith, Inc. | 13.95 | % | ||||
| For the Sole Benefit of Customers | ||||||
Jacksonville, FL | ||||||
| Raymond James | 11.59 | % | ||||
| House Acct Firm #92500015 | ||||||
| Omnibus for Mutual Funds | ||||||
St. Petersburg, FL | ||||||
| National Financial Services LLC | 9.12 | % | ||||
| For the Exclusive Benefit of Our Customers | ||||||
Jersey City, NJ | ||||||
| Pershing LLC | 6.97 | % | ||||
| Jersey City, NJ | ||||||
| * | This beneficial ownership represents seed capital that Janus Capital or an affiliate provided for the Fund. |
D-3
| Fund Name | Shareholder and Address of Record | Percentage Ownership | ||||
Janus Contrarian Fund | American Enterprise Investment Svc | 51.52 | % | |||
| Merrill Lynch Pierce Fenner & Smith, Inc. | 9.71 | % | ||||
| For the Sole Benefit of Customers | ||||||
Jacksonville, FL | ||||||
| Pershing LLC | 7.52 | % | ||||
Jersey City, NJ | ||||||
| Charles Schwab & Co Inc. | 7.31 | % | ||||
| Special Custody Acct | ||||||
| FBO Customers | ||||||
San Francisco, CA | ||||||
| Raymond James | 6.93 | % | ||||
| House Acct Firm #92500015 | ||||||
| Omnibus for Mutual Funds | ||||||
| St. Petersburg, FL | ||||||
Janus Diversified Alternatives | Janus Capital Group Inc. | 38.60 | %* | |||
| UBS WM USA | 34.53 | % | ||||
| 0O0 11011 6100 | ||||||
| Omni Account M/F | ||||||
Jersey City, NJ | ||||||
| American Enterprise Investment Svc | 24.63 | % | ||||
| FBO 41999970 | ||||||
| Minneapolis, MN | ||||||
Janus Emerging Markets Fund | American Enterprise Investment Svc | 68.49 | % | |||
| Morgan Stanley & Co | 16.54 | % | ||||
Jersey City, NJ | ||||||
| Pershing LLC | 9.58 | % | ||||
| Jersey City, NJ | ||||||
Janus Enterprise Fund | Merrill Lynch Pierce Fenner & Smith, Inc. | 25.93 | % | |||
| National Financial Services LLC | 13.69 | % | ||||
| For the Exclusive Benefit of Our Customers | ||||||
Jersey City, NJ | ||||||
| American Enterprise Investment Svc | 13.46 | % | ||||
| FBO 41999970 | ||||||
Minneapolis, MN | ||||||
| DCGT Trustee &/or Custodian | 8.82 | % | ||||
| FBO PLIC Various Retirement Plans Omnibus | ||||||
Des Moines, IA | ||||||
| Transamerica Advisors Life Ins Co | 7.43 | % | ||||
| ML Life Variable Annuity Sep Acct D | ||||||
Cedar Rapids, IA | ||||||
| Pershing LLC | 6.54 | % | ||||
| Jersey City, NJ | ||||||
| * | This beneficial ownership represents seed capital that Janus Capital or an affiliate provided for the Fund. |
D-4
| Fund Name | Shareholder and Address of Record | Percentage Ownership | ||||
Janus Flexible Bond Fund | American Enterprise Investment Svc | 41.51 | % | |||
| Raymond James | 19.43 | % | ||||
| House Acct Firm #92500015 | ||||||
| Omnibus for Mutual Funds | ||||||
St. Petersburg, FL | ||||||
| Merrill Lynch Pierce Fenner & Smith, Inc. | 14.82 | % | ||||
| For the Sole Benefit of Customers | ||||||
Jacksonville, FL | ||||||
| Pershing LLC | 8.90 | % | ||||
| Jersey City, NJ | ||||||
Janus Forty Fund | American Enterprise Investment Svc | 25.22 | % | |||
| Merrill Lynch Pierce Fenner & Smith, Inc. | 20.28 | % | ||||
| For the Sole Benefit of Customers | ||||||
Jacksonville, FL | ||||||
| Morgan Stanley & Co | 10.70 | % | ||||
Jersey City, NJ | ||||||
| Raymond James | 7.54 | % | ||||
| House Acct Firm #92500015 | ||||||
| Omnibus for Mutual Funds | ||||||
St. Petersburg, FL | ||||||
| Pershing LLC | 5.93 | % | ||||
Jersey City, NJ | ||||||
| National Financial Services LLC | 5.24 | % | ||||
| For the Exclusive Benefit of Our Customers | ||||||
| Jersey City, NJ | ||||||
Janus Fund | American Enterprise Investment Svc | 20.63 | % | |||
| Raymond James | 18.57 | % | ||||
| House Acct Firm #92500015 | ||||||
| Omnibus for Mutual Funds | ||||||
St. Petersburg, FL | ||||||
| Pershing LLC | 13.18 | % | ||||
Jersey City, NJ | ||||||
| National Financial Services LLC | 13.09 | % | ||||
| For the Exclusive Benefit of Our Customers | ||||||
Jersey City, NJ | ||||||
| Merrill Lynch Pierce Fenner & Smith, Inc. | 11.18 | % | ||||
| For the Sole Benefit of Customers | ||||||
| Jacksonville, FL | ||||||
D-5
| Fund Name | Shareholder and Address of Record | Percentage Ownership | ||||
Janus Global Allocation Fund – Conservative | Pershing LLC | 58.93 | % | |||
| American Enterprise Investment Svc | 14.68 | % | ||||
| FBO 41999970 | ||||||
Minneapolis, MN | ||||||
| First Clearing LLC | 7.07 | % | ||||
| Special Custody Acct | ||||||
| For the Exclusive Benefit of Customer | ||||||
St. Louis, MO | ||||||
| National Financial Services LLC | 5.69 | % | ||||
| For the Exclusive Benefit of Our Customers | ||||||
| Jersey City, NJ | ||||||
Janus Global Allocation Fund – Growth | Pershing LLC | 31.99 | % | |||
| American Enterprise Investment Svc | 22.15 | % | ||||
| FBO 41999970 | ||||||
Minneapolis, MN | ||||||
| Robert W Baird & Co Inc. | 12.50 | % | ||||
| Account XXXX-XXXX | ||||||
Milwaukee, WI | ||||||
| Ascensus Trust Company | 6.54 | % | ||||
| FBO ZaZa Energy, LLC Retirement Plan XXXXX | ||||||
Fargo, ND | ||||||
| First Clearing LLC | 5.64 | % | ||||
| Special Custody Acct | ||||||
| For the Exclusive Benefit of Customer | ||||||
| St. Louis, MO | ||||||
Janus Global Allocation Fund – | Pershing LLC | 49.91 | % | |||
| Merrill Lynch Pierce Fenner & Smith, Inc. | 14.98 | % | ||||
| For the Sole Benefit of Customers | ||||||
Jacksonville, FL | ||||||
| American Enterprise Investment Svc | 14.84 | % | ||||
| FBO 41999970 | ||||||
| Minneapolis, MN | ||||||
Janus Global Bond Fund | American Enterprise Investment Svc | 67.11 | % | |||
| Morgan Stanley & Co | 8.33 | % | ||||
Jersey City, NJ | ||||||
| Charles Schwab & Co Inc. | 6.21 | % | ||||
| Special Custody Account | ||||||
| FBO Institutional Client Accounts | ||||||
San Francisco, CA | ||||||
| Pershing LLC | 5.58 | % | ||||
Jersey City, NJ | ||||||
| Raymond James | 5.27 | % | ||||
| House Acct Firm #92500015 | ||||||
| Omnibus for Mutual Funds | ||||||
| St. Petersburg, FL | ||||||
D-6
| Fund Name | Shareholder and Address of Record | Percentage Ownership | ||||
Janus Global Life Sciences Fund | American Enterprise Investment Svc | 34.11 | % | |||
| Pershing LLC | 14.29 | % | ||||
Jersey City, NJ | ||||||
| Merrill Lynch Pierce Fenner & Smith, Inc. | 9.91 | % | ||||
| For the Sole Benefit of Customers | ||||||
Jacksonville, FL | ||||||
| Morgan Stanley & Co | 6.54 | % | ||||
Jersey City, NJ | ||||||
| First Clearing LLC | 6.46 | % | ||||
| Special Custody Acct | ||||||
| For the Exclusive Benefit of Customer | ||||||
St. Louis, MO | ||||||
| National Financial Services LLC | 5.65 | % | ||||
| For the Exclusive Benefit of Our Customers | ||||||
Jersey City, NJ | ||||||
| Raymond James | 5.57 | % | ||||
| House Acct Firm #92500015 | ||||||
| Omnibus for Mutual Funds | ||||||
| St. Petersburg, FL | ||||||
Janus Global Real Estate Fund | American Enterprise Investment Svc Minneapolis, MN | 57.63 | % | |||
| Raymond James | 19.50 | % | ||||
| House Acct Firm #92500015 | ||||||
| Omnibus for Mutual Funds | ||||||
| St. Petersburg, FL | ||||||
Janus Global Research Fund | American Enterprise Investment Svc | 35.43 | % | |||
| Merrill Lynch Pierce Fenner & Smith, Inc. | 18.34 | % | ||||
| For the Sole Benefit of Customers | ||||||
Jacksonville, FL | ||||||
| Pershing LLC | 12.07 | % | ||||
Jersey City, NJ | ||||||
| Raymond James | 11.14 | % | ||||
| House Acct Firm #92500015 | ||||||
| Omnibus for Mutual Funds | ||||||
St. Petersburg, FL | ||||||
| UBS WM USA | 5.56 | % | ||||
| 0O0 11011 6100 | ||||||
| Omni Account M/F | ||||||
| Jersey City, NJ | ||||||
D-7
| Fund Name | Shareholder and Address of Record | Percentage Ownership | ||||
Janus Global Select Fund | Pershing LLC | 27.89 | % | |||
| American Enterprise Investment Svc | 26.16 | % | ||||
| FBO 41999970 | ||||||
Minneapolis, MN | ||||||
| Raymond James | 14.17 | % | ||||
| House Acct Firm #92500015 | ||||||
| Omnibus for Mutual Funds | ||||||
St. Petersburg, FL | ||||||
| National Financial Services LLC | 7.09 | % | ||||
| For the Exclusive Benefit of Our Customers | ||||||
Jersey City, NJ | ||||||
| Reliance Trust Company | 5.60 | % | ||||
| FBO MassMutual DMF | ||||||
| Atlanta, GA | ||||||
Janus Global Technology Fund Class A Shares | American Enterprise Investment Svc | 29.97 | % | |||
| VRSCO | 11.22 | % | ||||
| FBO AIGFSB Custodian Trustee | ||||||
| FBO MCG Health 403B | ||||||
Houston, TX | ||||||
| Pershing LLC | 10.23 | % | ||||
Jersey City, NJ | ||||||
| Raymond James | 9.90 | % | ||||
| House Acct Firm #92500015 | ||||||
| Omnibus for Mutual Funds | ||||||
St. Petersburg, FL | ||||||
| Merrill Lynch Pierce Fenner & Smith, Inc. | 9.63 | % | ||||
| For the Sole Benefit of Customers | ||||||
Jacksonville, FL | ||||||
| VRSCO | 8.07 | % | ||||
| FBO AIGFSB Custodian Trustee | ||||||
| FBO MCG Health 401A Ret Plan Savings | ||||||
| Houston, TX | ||||||
Janus Global Unconstrained Bond Fund | Janus Capital Group Inc. | 25.16 | %* | |||
| Morgan Stanley & Co | 23.19 | % | ||||
Jersey City, NJ | ||||||
| First Clearing LLC | 13.42 | % | ||||
| Special Custody Acct | ||||||
| For the Exclusive Benefit of Customer | ||||||
St. Louis, MO | ||||||
| Merrill Lynch Pierce Fenner & Smith, Inc. | 8.20 | % | ||||
| For the Sole Benefit of Customers | ||||||
Jacksonville, FL | ||||||
| Pershing LLC | 7.98 | % | ||||
| Jersey City, NJ | ||||||
| * | This beneficial ownership represents seed capital that Janus Capital or an affiliate provided for the Fund. |
D-8
| Fund Name | Shareholder and Address of Record | Percentage Ownership | ||||
Janus Growth and Income Fund | Raymond James | 27.06 | % | |||
| American Enterprise Investment Svc | 24.74 | % | ||||
| FBO 41999970 | ||||||
Minneapolis, MN | ||||||
| Morgan Stanley & Co | 24.19 | % | ||||
Jersey City, NJ | ||||||
| First Clearing LLC | 6.35 | % | ||||
| Special Custody Acct | ||||||
| For the Exclusive Benefit of Customer | ||||||
| St. Louis, MO | ||||||
Janus High-Yield Fund | American Enterprise Investment Svc | 73.77 | % | |||
| Pershing LLC | 6.04 | % | ||||
| Jersey City, NJ | ||||||
Janus International Equity Fund | American Enterprise Investment Svc | 64.20 | % | |||
| Reliance Trust Company | 7.73 | % | ||||
| FBO MassMutual DMF | ||||||
| Atlanta, GA | ||||||
Janus Multi-Sector Income Fund | Janus Capital Group Inc. | 70.66 | %* | |||
| National Financial Services LLC | 17.48 | % | ||||
| For the Exclusive Benefit of Our Customers | ||||||
Jersey City, NJ | ||||||
| American Enterprise Investment Svc | 10.04 | % | ||||
| FBO 41999970 | ||||||
| Minneapolis, MN | ||||||
Janus Overseas Fund | Merrill Lynch Pierce Fenner & Smith, Inc. | 24.38 | % | |||
| American Enterprise Investment Svc | 21.52 | % | ||||
| FBO 41999970 | ||||||
Minneapolis, MN | ||||||
| Pershing LLC | 6.87 | % | ||||
Jersey City, NJ | ||||||
| Morgan Stanley & Co | 5.97 | % | ||||
Jersey City, NJ | ||||||
| Reliance Trust Company | 5.95 | % | ||||
| FBO MassMutual DMF | ||||||
| Atlanta, GA | ||||||
| * | This beneficial ownership represents seed capital that Janus Capital or an affiliate provided for the Fund. |
D-9
| Fund Name | Shareholder and Address of Record | Percentage Ownership | ||||
Janus Real Return Fund | American Enterprise Investment Svc | 39.26 | % | |||
| Janus Capital Group Inc. | �� | 37.55 | %* | |||
Denver, CO | ||||||
| Raymond James | 20.40 | % | ||||
| House Acct Firm #92500015 | ||||||
| Omnibus for Mutual Funds | ||||||
| St. Petersburg, FL | ||||||
Janus Research Fund | American Enterprise Investment Svc | 35.45 | % | |||
| Pershing LLC | 24.92 | % | ||||
Jersey City, NJ | ||||||
| Raymond James | 12.06 | % | ||||
| House Acct Firm #92500015 | ||||||
| Omnibus for Mutual Funds | ||||||
St. Petersburg, FL | ||||||
| Morgan Stanley & Co | 6.51 | % | ||||
| Jersey City, NJ | ||||||
Janus Short-Term Bond Fund | American Enterprise Investment Svc Minneapolis, MN | 34.41 | % | |||
| Merrill Lynch Pierce Fenner & Smith, Inc. | 14.10 | % | ||||
| For the Sole Benefit of Customers | ||||||
Jacksonville, FL | ||||||
| Pershing LLC | 9.55 | % | ||||
Jersey City, NJ | ||||||
| Raymond James | 8.15 | % | ||||
| House Acct Firm #92500015 | ||||||
| Omnibus for Mutual Funds | ||||||
St. Petersburg, FL | ||||||
| Morgan Stanley & Co | 7.14 | % | ||||
Jersey City, NJ | ||||||
| National Financial Services LLC | 6.18 | % | ||||
| For the Exclusive Benefit of Our Customers | ||||||
| Jersey City, NJ | ||||||
Janus Triton Fund | American Enterprise Investment Svc | 32.88 | % | |||
| Merrill Lynch Pierce Fenner & Smith, Inc. | 19.86 | % | ||||
| For the Sole Benefit of Customers | ||||||
Jacksonville, FL | ||||||
| Pershing LLC | 8.00 | % | ||||
Jersey City, NJ | ||||||
| Raymond James | 6.55 | % | ||||
| House Acct Firm #92500015 | ||||||
| Omnibus for Mutual Funds | ||||||
| St. Petersburg, FL | ||||||
| * | This beneficial ownership represents seed capital that Janus Capital or an affiliate provided for the Fund. |
D-10
| Fund Name | Shareholder and Address of Record | Percentage Ownership | ||||
Janus Venture Fund | American Enterprise Investment Svc | 28.47 | % | |||
| Raymond James | 22.85 | % | ||||
| House Acct Firm #92500015 | ||||||
| Omnibus for Mutual Funds | ||||||
St. Petersburg, FL | ||||||
| National Financial Services LLC | 11.75 | % | ||||
| For the Exclusive Benefit of Our Customers | ||||||
Jersey City, NJ | ||||||
| Morgan Stanley & Co | 10.84 | % | ||||
Jersey City, NJ | ||||||
| Pershing LLC | 7.73 | % | ||||
| Jersey City, NJ | ||||||
Perkins Global Value Fund | American Enterprise Investment Svc | 62.88 | % | |||
| Counsel Trust DBA MATC | 8.12 | % | ||||
| FBO Olympic Steel Inc. EE’s 401K | ||||||
Pittsburgh, PA | ||||||
| Raymond James | 5.60 | % | ||||
| House Acct Firm #92500015 | ||||||
| Omnibus for Mutual Funds | ||||||
| St. Petersburg, FL | ||||||
Perkins International Value Fund | Janus Capital Group Inc. | 61.50 | %* | |||
| American Enterprise Investment Svc | 25.17 | % | ||||
| FBO 41999970 | ||||||
Minneapolis, MN | ||||||
| National Financial Services LLC | 11.71 | % | ||||
| For the Exclusive Benefit of Our Customers | ||||||
| Jersey City, NJ | ||||||
Perkins Large Cap Value Fund | American Enterprise Investment Svc | 35.58 | % | |||
| LPL Financial | 19.14 | % | ||||
| Omnibus Customer Account | ||||||
San Diego, CA | ||||||
| Raymond James | 11.28 | % | ||||
| House Acct Firm #92500015 | ||||||
| Omnibus for Mutual Funds | ||||||
St. Petersburg, FL | ||||||
| First Clearing LLC | 9.00 | % | ||||
| Special Custody Acct | ||||||
| For the Exclusive Benefit of Customer | ||||||
St. Louis, MO | ||||||
| Merrill Lynch Pierce Fenner & Smith, Inc. | 6.06 | % | ||||
| For the Sole Benefit of Customers | ||||||
Jacksonville, FL | ||||||
| Charles Schwab & Co Inc. | 5.16 | % | ||||
| Special Custody Account | ||||||
| FBO Institutional Client Accounts | ||||||
| San Francisco, CA | ||||||
| * | This beneficial ownership represents seed capital that Janus Capital or an affiliate provided for the Fund. |
D-11
| Fund Name | Shareholder and Address of Record | Percentage Ownership | ||||
Perkins Mid Cap Value Fund | Merrill Lynch Pierce Fenner & Smith, Inc. | 19.80 | % | |||
| Raymond James | 19.43 | % | ||||
| House Acct Firm #92500015 | ||||||
| Omnibus for Mutual Funds | ||||||
St. Petersburg, FL | ||||||
| American Enterprise Investment Svc | 18.96 | % | ||||
| FBO 41999970 | ||||||
Minneapolis, MN | ||||||
| Pershing LLC | 8.62 | % | ||||
| Jersey City, NJ | ||||||
Perkins Select Value Fund | Pershing LLC | 35.55 | % | |||
| LPL Financial | 33.23 | % | ||||
| A/C 1000-0005 | ||||||
San Diego, CA | ||||||
| National Financial Services LLC | 21.77 | % | ||||
| For the Exclusive Benefit of Our Customers | ||||||
Jersey City, NJ | ||||||
| American Enterprise Investment Svc | 9.45 | % | ||||
| FBO 41999970 | ||||||
| Minneapolis, MN | ||||||
Perkins Small Cap Value Fund | Merrill Lynch Pierce Fenner & Smith, Inc. | 23.04 | % | |||
| Pershing LLC | 20.96 | % | ||||
Jersey City, NJ | ||||||
| American Enterprise Investment Svc | 14.46 | % | ||||
| FBO 41999970 | ||||||
Minneapolis, MN | ||||||
| Fifth Third Bank Ttee | 5.15 | % | ||||
| Various FASCore LLC Recordkept Plan | ||||||
| c/o FASCore LLC | ||||||
| Greenwood Village, CO | ||||||
Perkins Value Plus Income Fund | Janus Capital Group Inc. Denver, CO | 85.73 | %* | |||
INTECH Emerging Markets | Janus Capital Group Inc. | 100 | %* | |||
INTECH Global Income Managed Volatility Fund | Pershing LLC | 20.90 | % | |||
| Raymond James | 15.57 | % | ||||
| House Acct Firm #92500015 | ||||||
| Omnibus for Mutual Funds | ||||||
St. Petersburg, FL | ||||||
| LPL Financial | 9.16 | % | ||||
| Omnibus Customer Account | ||||||
San Diego, CA | ||||||
| American Enterprise Investment Svc | 8.16 | % | ||||
| FBO 41999970 | ||||||
| Minneapolis, MN | ||||||
| * | This beneficial ownership represents seed capital that Janus Capital or an affiliate provided for the Fund. |
D-12
| Fund Name | Shareholder and Address of Record | Percentage Ownership | ||||
INTECH International Managed Volatility Fund | Pershing LLC | 36.48 | % | |||
| Merrill Lynch Pierce Fenner & Smith, Inc. | 34.23 | % | ||||
| For the Sole Benefit of Customers | ||||||
Jacksonville, FL | ||||||
| National Financial Services LLC | 8.40 | % | ||||
| For the Exclusive Benefit of Our Customers | ||||||
Jersey City, NJ | ||||||
| American Enterprise Investment Svc | 5.92 | % | ||||
| FBO 41999970 | ||||||
| Minneapolis, MN | ||||||
INTECH U.S. Core Fund | Merrill Lynch Pierce Fenner & Smith, Inc. | 31.78 | % | |||
| First Clearing LLC | 28.62 | % | ||||
| Special Custody Acct | ||||||
| For the Exclusive Benefit of Customer | ||||||
St. Louis, MO | ||||||
| American Enterprise Investment Svc | 14.69 | % | ||||
| FBO 41999970 | ||||||
Minneapolis, MN | ||||||
| Morgan Stanley & Co | 8.68 | % | ||||
Jersey City, NJ | ||||||
| Pershing LLC | 6.53 | % | ||||
| Jersey City, NJ | ||||||
INTECH U.S. Managed Volatility | Merrill Lynch Pierce Fenner & Smith, Inc. | 15.89 | % | |||
| LPL Financial | 13.82 | % | ||||
| Omnibus Customer Account | ||||||
San Diego, CA | ||||||
| American Enterprise Investment Svc | 13.30 | % | ||||
| FBO 41999970 | ||||||
Minneapolis, MN | ||||||
| First Clearing LLC | 10.59 | % | ||||
| Special Custody Acct | ||||||
| For the Exclusive Benefit of Customer | ||||||
St. Louis, MO | ||||||
| UBS WM USA | 9.80 | % | ||||
| 0O0 11011 6100 | ||||||
| Omni Account M/F | ||||||
Jersey City, NJ | ||||||
| Morgan Stanley & Co | 6.77 | % | ||||
| Jersey City, NJ | ||||||
Janus Adaptive Global Allocation | Janus Capital Group Inc. Denver, CO | 100 | %* | |||
| * | This beneficial ownership represents seed capital that Janus Capital or an affiliate provided for the Fund. |
D-13
| Fund Name | Shareholder and Address of Record | Percentage Ownership | ||||
Janus Asia Equity Fund | Janus Capital Group Inc. | 76.45 | %* | |||
| American Enterprise Investment Svc | 6.67 | % | ||||
| FBO 41999970 | ||||||
Minneapolis, MN | ||||||
| LPL Financial | 6.06 | % | ||||
| A/C 1000-0005 | ||||||
| San Diego, CA | ||||||
Janus Balanced Fund | Merrill Lynch Pierce Fenner & Smith, Inc. | 18.88 | % | |||
| American Enterprise Investment Svc | 17.57 | % | ||||
| FBO 41999970 | ||||||
Minneapolis, MN | ||||||
| Morgan Stanley & Co | 13.32 | % | ||||
Jersey City, NJ | ||||||
| First Clearing LLC | 13.21 | % | ||||
| Special Custody Acct | ||||||
| For the Exclusive Benefit of Customer | ||||||
St. Louis, MO | ||||||
| Raymond James | 6.92 | % | ||||
| House Acct Firm #92500015 | ||||||
| Omnibus for Mutual Funds | ||||||
St. Petersburg, FL | ||||||
| Charles Schwab & Co Inc. | 5.61 | % | ||||
| Special Custody Acct | ||||||
| FBO Customers | ||||||
San Francisco, CA | ||||||
| National Financial Services LLC | 5.41 | % | ||||
| For the Exclusive Benefit of Our Customers | ||||||
Jersey City, NJ | ||||||
| Pershing LLC | 5.31 | % | ||||
| Jersey City, NJ | ||||||
Janus Contrarian Fund | Merrill Lynch Pierce Fenner & Smith, Inc. | 25.25 | % | |||
| Morgan Stanley & Co | 24.05 | % | ||||
Jersey City, NJ | ||||||
| American Enterprise Investment Svc | 10.32 | % | ||||
| FBO 41999970 | ||||||
Minneapolis, MN | ||||||
| First Clearing LLC | 8.35 | % | ||||
| Special Custody Acct | ||||||
| For the Exclusive Benefit of Customer | ||||||
St. Louis, MO | ||||||
| UBS WM USA | 8.06 | % | ||||
| 0O0 11011 6100 | ||||||
| Omni Account M/F | ||||||
| Jersey City, NJ | ||||||
| * | This beneficial ownership represents seed capital that Janus Capital or an affiliate provided for the Fund. |
D-14
| Fund Name | Shareholder and Address of Record | Percentage Ownership | ||||
Janus Diversified Alternatives | Janus Capital Group Inc. | 76.93 | %* | |||
| American Enterprise Investment Svc | 22.78 | % | ||||
| FBO 41999970 | ||||||
| Minneapolis, MN | ||||||
Janus Emerging Markets Fund | American Enterprise Investment Svc | 28.57 | % | |||
| Pershing LLC | 17.17 | % | ||||
Jersey City, NJ | ||||||
| RAR Trustee | 13.07 | % | ||||
| FBO R Trust | ||||||
| UA DTD 12/8/99 | ||||||
Santa Rosa, CA | ||||||
| National Financial Services LLC | 11.60 | % | ||||
| For the Exclusive Benefit of Our Customers | ||||||
Jersey City, NJ | ||||||
| Morgan Stanley & Co | 8.78 | % | ||||
| Jersey City, NJ | ||||||
Janus Enterprise Fund | Morgan Stanley & Co | 20.60 | % | |||
| Raymond James | 13.88 | % | ||||
| House Acct Firm #92500015 | ||||||
| Omnibus for Mutual Funds | ||||||
St. Petersburg, FL | ||||||
| Merrill Lynch Pierce Fenner & Smith, Inc. | 11.89 | % | ||||
| For the Sole Benefit of Customers | ||||||
Jacksonville, FL | ||||||
| First Clearing LLC | 10.30 | % | ||||
| Special Custody Acct | ||||||
| For the Exclusive Benefit of Customer | ||||||
St. Louis, MO | ||||||
| American Enterprise Investment Svc | 8.85 | % | ||||
| FBO 41999970 | ||||||
Minneapolis, MN | ||||||
| National Financial Services LLC | 6.57 | % | ||||
| For the Exclusive Benefit of Our Customers | ||||||
Jersey City, NJ | ||||||
| Pershing LLC | 6.27 | % | ||||
| Jersey City, NJ | ||||||
| * | This beneficial ownership represents seed capital that Janus Capital or an affiliate provided for the Fund. |
D-15
| Fund Name | Shareholder and Address of Record | Percentage Ownership | ||||
Janus Flexible Bond Fund | Merrill Lynch Pierce Fenner & Smith, Inc. | 23.18 | % | |||
| Morgan Stanley & Co | 18.72 | % | ||||
Jersey City, NJ | ||||||
| First Clearing LLC | 13.77 | % | ||||
| Special Custody Acct | ||||||
| For the Exclusive Benefit of Customer | ||||||
St. Louis, MO | ||||||
| American Enterprise Investment Svc | 11.44 | % | ||||
| FBO 41999970 | ||||||
Minneapolis, MN | ||||||
| Pershing LLC | 5.49 | % | ||||
Jersey City, NJ | ||||||
| UBS WM USA | 5.25 | % | ||||
| 0O0 11011 6100 | ||||||
| Omni Account M/F | ||||||
Jersey City, NJ | ||||||
| Raymond James | 5.05 | % | ||||
| House Acct Firm #92500015 | ||||||
| Omnibus for Mutual Funds | ||||||
| St. Petersburg, FL | ||||||
Janus Forty Fund | Merrill Lynch Pierce Fenner & Smith, Inc. | 35.95 | % | |||
| Morgan Stanley & Co | 23.53 | % | ||||
Jersey City, NJ | ||||||
| First Clearing LLC | 7.87 | % | ||||
| Special Custody Acct | ||||||
| For the Exclusive Benefit of Customer | ||||||
| St. Louis, MO | ||||||
Janus Fund | Merrill Lynch Pierce Fenner & Smith, Inc. | 32.60 | % | |||
| Morgan Stanley & Co | 15.60 | % | ||||
Jersey City, NJ | ||||||
| LPL Financial | 11.60 | % | ||||
| Omnibus Customer Account | ||||||
San Diego, CA | ||||||
| RBC Capital Markets LLC | 9.57 | % | ||||
| Mutual Fund Omnibus | ||||||
Minneapolis, MN | ||||||
| UBS WM USA | 7.27 | % | ||||
| 0O0 11011 6100 | ||||||
| Omni Account M/F | ||||||
Jersey City, NJ | ||||||
| Pershing LLC | 7.09 | % | ||||
Jersey City, NJ | ||||||
| First Clearing LLC | 5.03 | % | ||||
| Special Custody Acct | ||||||
| For the Exclusive Benefit of Customer | ||||||
| St. Louis, MO | ||||||
D-16
| Fund Name | Shareholder and Address of Record | Percentage Ownership | ||||
Janus Global Allocation Fund – Conservative | First Clearing LLC | 19.82 | % | |||
| American Enterprise Investment Svc | 17.52 | % | ||||
| FBO 41999970 | ||||||
Minneapolis, MN | ||||||
| Morgan Stanley & Co | 13.44 | % | ||||
Jersey City, NJ | ||||||
| Merrill Lynch Pierce Fenner & Smith, Inc. | 10.71 | % | ||||
| For the Sole Benefit of Customers | ||||||
Jacksonville, FL | ||||||
| Pershing LLC | 9.59 | % | ||||
Jersey City, NJ | ||||||
| National Financial Services LLC | 9.02 | % | ||||
| For the Exclusive Benefit of Our Customers | ||||||
Jersey City, NJ | ||||||
| Raymond James | 7.54 | % | ||||
| House Acct Firm #92500015 | ||||||
| Omnibus for Mutual Funds | ||||||
St. Petersburg, FL | ||||||
| LPL Financial | 5.72 | % | ||||
| Omnibus Customer Account | ||||||
| San Diego, CA | ||||||
Janus Global Allocation Fund – Growth | First Clearing LLC | 28.56 | % | |||
| American Enterprise Investment Svc | 20.88 | % | ||||
| FBO 41999970 | ||||||
Minneapolis, MN | ||||||
| LPL Financial | 10.78 | % | ||||
| Omnibus Customer Account | ||||||
San Diego, CA | ||||||
| Merrill Lynch Pierce Fenner & Smith, Inc. | 8.79 | % | ||||
| For the Sole Benefit of Customers | ||||||
Jacksonville, FL | ||||||
| National Financial Services LLC | 6.88 | % | ||||
| For the Exclusive Benefit of Our Customers | ||||||
Jersey City, NJ | ||||||
| Pershing LLC | 5.50 | % | ||||
Jersey City, NJ | ||||||
| Raymond James | 5.35 | % | ||||
| House Acct Firm #92500015 | ||||||
| Omnibus for Mutual Funds | ||||||
| St. Petersburg, FL | ||||||
D-17
| Fund Name | Shareholder and Address of Record | Percentage Ownership | ||||
Janus Global Allocation Fund – Moderate | American Enterprise Investment Svc | 25.45 | % | |||
| First Clearing LLC | 22.52 | % | ||||
| Special Custody Acct | ||||||
| For the Exclusive Benefit of Customer | ||||||
St. Louis, MO | ||||||
| Merrill Lynch Pierce Fenner & Smith, Inc. | 10.93 | % | ||||
| For the Sole Benefit of Customers | ||||||
Jacksonville, FL | ||||||
| National Financial Services LLC | 8.85 | % | ||||
| For the Exclusive Benefit of Our Customers | ||||||
Jersey City, NJ | ||||||
| Pershing LLC | 8.31 | % | ||||
| Jersey City, NJ | ||||||
Janus Global Bond Fund | RBC Capital Markets LLC | 21.17 | % | |||
| American Enterprise Investment Svc | 17.60 | % | ||||
| FBO 41999970 | ||||||
Minneapolis, MN | ||||||
| Merrill Lynch Pierce Fenner & Smith, Inc. | 17.42 | % | ||||
| For the Sole Benefit of Customers | ||||||
Jacksonville, FL | ||||||
| Morgan Stanley & Co | 9.88 | % | ||||
Jersey City, NJ | ||||||
| First Clearing LLC | 9.73 | % | ||||
| Special Custody Acct | ||||||
| For the Exclusive Benefit of Customer | ||||||
St. Louis, MO | ||||||
| LPL Financial | 7.74 | % | ||||
| Omnibus Customer Account | ||||||
San Diego, CA | ||||||
| UBS WM USA | 5.96 | % | ||||
| 0O0 11011 6100 | ||||||
| Omni Account M/F | ||||||
| Jersey City, NJ | ||||||
D-18
| Fund Name | Shareholder and Address of Record | Percentage Ownership | ||||
Janus Global Life Sciences Fund | Merrill Lynch Pierce Fenner & Smith, Inc. | 18.02 | % | |||
| First Clearing LLC | 13.81 | % | ||||
| Special Custody Acct | ||||||
| For the Exclusive Benefit of Customer | ||||||
St. Louis, MO | ||||||
| American Enterprise Investment Svc | 13.69 | % | ||||
| FBO 41999970 | ||||||
Minneapolis, MN | ||||||
| Morgan Stanley & Co | 13.10 | % | ||||
Jersey City, NJ | ||||||
| Pershing LLC | 10.67 | % | ||||
Jersey City, NJ | ||||||
| Raymond James | 5.28 | % | ||||
| House Acct Firm #92500015 | ||||||
| Omnibus for Mutual Funds | ||||||
| St. Petersburg, FL | ||||||
Janus Global Real Estate Fund | Merrill Lynch Pierce Fenner & Smith, Inc. | 18.52 | % | |||
| Charles Schwab & Co Inc. | 17.00 | % | ||||
| Special Custody Acct | ||||||
| FBO Customers | ||||||
San Francisco, CA | ||||||
| National Financial Services LLC | 15.72 | % | ||||
| For the Exclusive Benefit of Our Customers | ||||||
Jersey City, NJ | ||||||
| American Enterprise Investment Svc | 13.95 | % | ||||
| FBO 41999970 | ||||||
Minneapolis, MN | ||||||
| Morgan Stanley & Co | 11.56 | % | ||||
Jersey City, NJ | ||||||
| Pershing LLC | 9.39 | % | ||||
| Jersey City, NJ | ||||||
Janus Global Research Fund | Morgan Stanley & Co | 25.43 | % | |||
| Merrill Lynch Pierce Fenner & Smith, Inc. | 21.51 | % | ||||
| For the Sole Benefit of Customers | ||||||
Jacksonville, FL | ||||||
| American Enterprise Investment Svc | 12.91 | % | ||||
| FBO 41999970 | ||||||
Minneapolis, MN | ||||||
| First Clearing LLC | 8.48 | % | ||||
| Special Custody Acct | ||||||
| For the Exclusive Benefit of Customer | ||||||
St. Louis, MO | ||||||
| Pershing LLC | 8.24 | % | ||||
Jersey City, NJ | ||||||
| UBS WM USA | 7.28 | % | ||||
| 0O0 11011 6100 | ||||||
| Omni Account M/F | ||||||
| Jersey City, NJ | ||||||
D-19
| Fund Name | Shareholder and Address of Record | Percentage Ownership | ||||
Janus Global Select Fund | Merrill Lynch Pierce Fenner & Smith, Inc. | 26.49 | % | |||
| Morgan Stanley & Co | 18.26 | % | ||||
Jersey City, NJ | ||||||
| First Clearing LLC | 11.08 | % | ||||
| Special Custody Acct | ||||||
| For the Exclusive Benefit of Customer | ||||||
St. Louis, MO | ||||||
| American Enterprise Investment Svc | 10.75 | % | ||||
| FBO 41999970 | ||||||
Minneapolis, MN | ||||||
| Pershing LLC | 8.64 | % | ||||
Jersey City, NJ | ||||||
| Raymond James | 6.24 | % | ||||
| House Acct Firm #92500015 | ||||||
| Omnibus for Mutual Funds | ||||||
| St. Petersburg, FL | ||||||
Janus Global Technology Fund | RBC Capital Markets LLC | 16.95 | % | |||
| Merrill Lynch Pierce Fenner & Smith, Inc. | 15.50 | % | ||||
| For the Sole Benefit of Customers | ||||||
Jacksonville, FL | ||||||
| American Enterprise Investment Svc | 13.29 | % | ||||
| FBO 41999970 | ||||||
Minneapolis, MN | ||||||
| National Financial Services LLC | 13.27 | % | ||||
| For the Exclusive Benefit of Our Customers | ||||||
Jersey City, NJ | ||||||
| Morgan Stanley & Co | 12.21 | % | ||||
Jersey City, NJ | ||||||
| First Clearing LLC | 8.25 | % | ||||
| Special Custody Acct | ||||||
| For the Exclusive Benefit of Customer | ||||||
St. Louis, MO | ||||||
| Pershing LLC | 8.07 | % | ||||
Jersey City, NJ | ||||||
| Raymond James | 5.10 | % | ||||
| House Acct Firm #92500015 | ||||||
| Omnibus for Mutual Funds | ||||||
| St. Petersburg, FL | ||||||
D-20
| Fund Name | Shareholder and Address of Record | Percentage Ownership | ||||
Janus Global Unconstrained Bond Fund | Morgan Stanley & Co | 25.38 | % | |||
| Merrill Lynch Pierce Fenner & Smith, Inc. | 21.57 | % | ||||
| For the Sole Benefit of Customers | ||||||
Jacksonville, FL | ||||||
| First Clearing LLC | 14.09 | % | ||||
| Special Custody Acct | ||||||
| For the Exclusive Benefit of Customer | ||||||
St. Louis, MO | ||||||
| Pershing LLC | 12.21 | % | ||||
Jersey City, NJ | ||||||
| National Financial Services LLC | 6.78 | % | ||||
| For the Exclusive Benefit of Our Customers | ||||||
Jersey City, NJ | ||||||
| RBC Capital Markets LLC | 5.06 | % | ||||
| Mutual Fund Omnibus | ||||||
| Minneapolis, MN | ||||||
Janus Growth and Income Fund | Morgan Stanley & Co | 46.07 | % | |||
| First Clearing LLC | 9.90 | % | ||||
| Special Custody Acct | ||||||
| For the Exclusive Benefit of Customer | ||||||
St. Louis, MO | ||||||
| Merrill Lynch Pierce Fenner & Smith, Inc. | 9.86 | % | ||||
| For the Sole Benefit of Customers | ||||||
Jacksonville, FL | ||||||
| Raymond James | 7.16 | % | ||||
| House Acct Firm #92500015 | ||||||
| Omnibus for Mutual Funds | ||||||
St. Petersburg, FL | ||||||
| UBS WM USA | 6.72 | % | ||||
| 0O0 11011 6100 | ||||||
| Omni Account M/F | ||||||
| Jersey City, NJ | ||||||
Janus High-Yield Fund | Morgan Stanley & Co | 32.93 | % | |||
| American Enterprise Investment Svc | 14.31 | % | ||||
| FBO 41999970 | ||||||
Minneapolis, MN | ||||||
| Merrill Lynch Pierce Fenner & Smith, Inc. | 11.20 | % | ||||
| For the Sole Benefit of Customers | ||||||
Jacksonville, FL | ||||||
| Pershing LLC | 8.68 | % | ||||
Jersey City, NJ | ||||||
| First Clearing LLC | 8.63 | % | ||||
| Special Custody Acct | ||||||
| For the Exclusive Benefit of Customer | ||||||
St. Louis, MO | ||||||
| UBS WM USA | 5.70 | % | ||||
| 0O0 11011 6100 | ||||||
| Omni Account M/F | ||||||
| Jersey City, NJ | ||||||
D-21
| Fund Name | Shareholder and Address of Record | Percentage Ownership | ||||
Janus International Equity Fund | Merrill Lynch Pierce Fenner & Smith, Inc. | 27.71 | % | |||
| American Enterprise Investment Svc | 25.07 | % | ||||
| FBO 41999970 | ||||||
Minneapolis, MN | ||||||
| Morgan Stanley & Co | 15.78 | % | ||||
Jersey City, NJ | ||||||
| UBS WM USA | 5.60 | % | ||||
| 0O0 11011 6100 | ||||||
| Omni Account M/F | ||||||
| Jersey City, NJ | ||||||
Janus Multi-Sector Income Fund | Janus Capital Group Inc. | 53.14 | %* | |||
| Pershing LLC | 22.21 | % | ||||
Jersey City, NJ | ||||||
| American Enterprise Investment Svc | 12.60 | % | ||||
| FBO 41999970 | ||||||
Minneapolis, MN | ||||||
| LPL Financial | 7.10 | % | ||||
| Omnibus Customer Account | ||||||
| San Diego, CA | ||||||
Janus Overseas Fund | Morgan Stanley & Co | 26.51 | % | |||
| Merrill Lynch Pierce Fenner & Smith, Inc. | 20.73 | % | ||||
| For the Sole Benefit of Customers | ||||||
Jacksonville, FL | ||||||
| First Clearing LLC | 10.81 | % | ||||
| Special Custody Acct | ||||||
| For the Exclusive Benefit of Customer | ||||||
St. Louis, MO | ||||||
| American Enterprise Investment Svc | 5.91 | % | ||||
| FBO 41999970 | ||||||
Minneapolis, MN | ||||||
| UBS WM USA | 5.63 | % | ||||
| 0O0 11011 6100 | ||||||
| Omni Account M/F | ||||||
| Jersey City, NJ | ||||||
Janus Real Return Fund | Janus Capital Group Inc. Denver, CO | 82.95 | %* | |||
| * | This beneficial ownership represents seed capital that Janus Capital or an affiliate provided for the Fund. |
D-22
| Fund Name | Shareholder and Address of Record | Percentage Ownership | ||||
Janus Research Fund | Morgan Stanley & Co | 28.73 | % | |||
| First Clearing LLC | 18.91 | % | ||||
| Special Custody Acct | ||||||
| For the Exclusive Benefit of Customer | ||||||
St. Louis, MO | ||||||
| LPL Financial | 14.23 | % | ||||
| Omnibus Customer Account | ||||||
San Diego, CA | ||||||
| Merrill Lynch Pierce Fenner & Smith, Inc. | 10.51 | % | ||||
| For the Sole Benefit of Customers | ||||||
Jacksonville, FL | ||||||
| Pershing LLC | 7.51 | % | ||||
Jersey City, NJ | ||||||
| American Enterprise Investment Svc | 5.68 | % | ||||
| FBO 41999970 | ||||||
Minneapolis, MN | ||||||
| Raymond James | 5.01 | % | ||||
| House Acct Firm #92500015 | ||||||
| Omnibus for Mutual Funds | ||||||
| St. Petersburg, FL | ||||||
Janus Short-Term Bond Fund | Morgan Stanley & Co | 20.77 | % | |||
| Merrill Lynch Pierce Fenner & Smith, Inc. | 20.23 | % | ||||
| For the Sole Benefit of Customers | ||||||
Jacksonville, FL | ||||||
| American Enterprise Investment Svc | 12.05 | % | ||||
| FBO 41999970 | ||||||
Minneapolis, MN | ||||||
| First Clearing LLC | 9.59 | % | ||||
| Special Custody Acct | ||||||
| For the Exclusive Benefit of Customer | ||||||
St. Louis, MO | ||||||
| National Financial Services LLC | 7.76 | % | ||||
| For the Exclusive Benefit of Our Customers | ||||||
Jersey City, NJ | ||||||
| Raymond James | 5.48 | % | ||||
| House Acct Firm #92500015 | ||||||
| Omnibus for Mutual Funds | ||||||
| St. Petersburg, FL | ||||||
D-23
| Fund Name | Shareholder and Address of Record | Percentage Ownership | ||||
Janus Triton Fund | Merrill Lynch Pierce Fenner & Smith, Inc. | 15.70 | % | |||
| American Enterprise Investment Svc | 12.22 | % | ||||
| FBO 41999970 | ||||||
Minneapolis, MN | ||||||
| First Clearing LLC | 11.72 | % | ||||
| Special Custody Acct | ||||||
| For the Exclusive Benefit of Customer | ||||||
St. Louis, MO | ||||||
| Charles Schwab & Co Inc. | 10.75 | % | ||||
| Special Custody Acct | ||||||
| FBO Customers | ||||||
San Francisco, CA | ||||||
| Morgan Stanley & Co | 8.96 | % | ||||
Jersey City, NJ | ||||||
| Pershing LLC | 7.94 | % | ||||
Jersey City, NJ | ||||||
| National Financial Services LLC | 6.95 | % | ||||
| For the Exclusive Benefit of Our Customers | ||||||
Jersey City, NJ | ||||||
| UBS WM USA | 6.06 | % | ||||
| 0O0 11011 6100 | ||||||
| Omni Account M/F | ||||||
Jersey City, NJ | ||||||
| LPL Financial | 5.41 | % | ||||
| Omnibus Customer Account | ||||||
| San Diego, CA | ||||||
Janus Venture Fund | Morgan Stanley & Co | 38.41 | % | |||
| Raymond James | 10.52 | % | ||||
| House Acct Firm #92500015 | ||||||
| Omnibus for Mutual Funds | ||||||
St. Petersburg, FL | ||||||
| Pershing LLC | 8.67 | % | ||||
Jersey City, NJ | ||||||
| First Clearing LLC | 8.60 | % | ||||
| Special Custody Acct | ||||||
| For the Exclusive Benefit of Customer | ||||||
St. Louis, MO | ||||||
| RBC Capital Markets LLC | 6.69 | % | ||||
| Mutual Fund Omnibus | ||||||
Minneapolis, MN | ||||||
| American Enterprise Investment Svc | 6.10 | % | ||||
| FBO 41999970 | ||||||
Minneapolis, MN | ||||||
| LPL Financial | 5.91 | % | ||||
| Omnibus Customer Account | ||||||
| San Diego, CA | ||||||
D-24
| Fund Name | Shareholder and Address of Record | Percentage Ownership | ||||
Perkins Global Value Fund | Merrill Lynch Pierce Fenner & Smith, Inc. | 28.46 | % | |||
| American Enterprise Investment Svc | 17.34 | % | ||||
| FBO 41999970 | ||||||
Minneapolis, MN | ||||||
| First Clearing LLC | 7.92 | % | ||||
| Special Custody Acct | ||||||
| For the Exclusive Benefit of Customer | ||||||
St. Louis, MO | ||||||
| Morgan Stanley & Co | 7.88 | % | ||||
Jersey City, NJ | ||||||
| LPL Financial | 7.64 | % | ||||
| Omnibus Customer Account | ||||||
San Diego, CA | ||||||
| Pershing LLC | 7.33 | % | ||||
Jersey City, NJ | ||||||
| RBC Capital Markets LLC | 5.20 | % | ||||
| Mutual Fund Omnibus | ||||||
| Minneapolis, MN | ||||||
Perkins International Value Fund | Janus Capital Group Inc. | 77.79 | %* | |||
| First Clearing LLC | 15.22 | % | ||||
| Special Custody Acct | ||||||
| For the Exclusive Benefit of Customer | ||||||
St. Louis, MO | ||||||
| American Enterprise Investment Svc | 6.99 | % | ||||
| FBO 41999970 | ||||||
| Minneapolis, MN | ||||||
Perkins Large Cap Value Fund | American Enterprise Investment Svc | 24.32 | % | |||
| Merrill Lynch Pierce Fenner & Smith, Inc. | 24.01 | % | ||||
| For the Sole Benefit of Customers | ||||||
Jacksonville, FL | ||||||
| First Clearing LLC | 15.89 | % | ||||
| Special Custody Acct | ||||||
| For the Exclusive Benefit of Customer | ||||||
St. Louis, MO | ||||||
| LPL Financial | 11.33 | % | ||||
| Omnibus Customer Account | ||||||
San Diego, CA | ||||||
| Raymond James | 8.92 | % | ||||
| House Acct Firm #92500015 | ||||||
| Omnibus for Mutual Funds | ||||||
St. Petersburg, FL | ||||||
| Pershing LLC | 8.09 | % | ||||
Jersey City, NJ | ||||||
| UBS WM USA | 5.72 | % | ||||
| 0O0 11011 6100 | ||||||
| Omni Account M/F | ||||||
| Jersey City, NJ | ||||||
| * | This beneficial ownership represents seed capital that Janus Capital or an affiliate provided for the Fund. |
D-25
| Fund Name | Shareholder and Address of Record | Percentage Ownership | ||||
Perkins Mid Cap Value Fund | Merrill Lynch Pierce Fenner & Smith, Inc. | 19.42 | % | |||
| Morgan Stanley & Co | 13.17 | % | ||||
Jersey City, NJ | ||||||
| Raymond James | 12.70 | % | ||||
| House Acct Firm #92500015 | ||||||
| Omnibus for Mutual Funds | ||||||
St. Petersburg, FL | ||||||
| First Clearing LLC | 9.79 | % | ||||
| Special Custody Acct | ||||||
| For the Exclusive Benefit of Customer | ||||||
St. Louis, MO | ||||||
| Pershing LLC | 6.99 | % | ||||
Jersey City, NJ | ||||||
| National Financial Services LLC | 6.49 | % | ||||
| For the Exclusive Benefit of Our Customers | ||||||
Jersey City, NJ | ||||||
| American Enterprise Investment Svc | 5.90 | % | ||||
| FBO 41999970 | ||||||
| Minneapolis, MN | ||||||
Perkins Select Value Fund | LPL Financial | 60.43 | % | |||
| National Financial Services LLC | 18.70 | % | ||||
| For the Exclusive Benefit of Our Customers | ||||||
Jersey City, NJ | ||||||
| Pershing LLC | 12.31 | % | ||||
Jersey City, NJ | ||||||
| American Enterprise Investment Svc | 8.56 | % | ||||
| FBO 41999970 | ||||||
| Minneapolis, MN | ||||||
Perkins Small Cap Value Fund | First Clearing LLC | 20.05 | % | |||
| Morgan Stanley & Co | 13.31 | % | ||||
Jersey City, NJ | ||||||
| Merrill Lynch Pierce Fenner & Smith, Inc. | 12.54 | % | ||||
| For the Sole Benefit of Customers | ||||||
Jacksonville, FL | ||||||
| Pershing LLC | 10.71 | % | ||||
Jersey City, NJ | ||||||
| National Financial Services LLC | 8.39 | % | ||||
| For the Exclusive Benefit of Our Customers | ||||||
Jersey City, NJ | ||||||
| UBS WM USA | 7.78 | % | ||||
| 0O0 11011 6100 | ||||||
| Omni Account M/F | ||||||
Jersey City, NJ | ||||||
| American Enterprise Investment Svc | 6.59 | % | ||||
| FBO 41999970 | ||||||
| Minneapolis, MN | ||||||
D-26
| Fund Name | Shareholder and Address of Record | Percentage Ownership | ||||
Perkins Value Plus Income Fund | Janus Capital Group Inc. | 78.23 | %* | |||
| National Financial Services LLC | 9.17 | % | ||||
| For the Exclusive Benefit of Our Customers | ||||||
| Jersey City, NJ | ||||||
INTECH Emerging Markets | Janus Capital Group Inc. | 39.05 | %* | |||
| State St. Bank Cust | 6.02 | % | ||||
| IRA A/C TSS | ||||||
Stuart, FL | ||||||
| State St. Bank Cust | 5.95 | % | ||||
| IRA A/C AB | ||||||
| Brooklyn, NY | ||||||
INTECH International Managed Volatility Fund | MSD & SD JTWROS | 11.60 | % | |||
| Vassilios Papathanakos | 8.76 | % | ||||
West Palm Beach, FL | ||||||
| MDE | 6.27 | % | ||||
| Denver, CO | ||||||
Janus Adaptive Global Allocation Fund | Janus Capital Group Inc. Denver, CO | 88.64 | %* | |||
Janus Diversified Alternatives | John S. Fujiwara | 9.42 | % | |||
| State St. Bank Cust | 7.31 | % | ||||
| IRA A/C Andrew B. Weisman | ||||||
| Denver, CO | ||||||
Janus International Equity Fund | RS | 6.36 | % | |||
| Guy A. Scott | 5.32 | % | ||||
| Denver, CO | ||||||
Janus Multi-Sector Income Fund | Janus Capital Group Inc. Denver, CO | 18.28 | %* | |||
Perkins International Value Fund | Gregory R. Kolb | 16.39 | % | |||
| DWM | 7.93 | % | ||||
Lake Ariel, PA | ||||||
| EPA & CA JTWROS | 5.86 | % | ||||
| Wayne, NJ | ||||||
Perkins Large Cap Value Fund | Thomas M. Perkins & JSP TR Perkins Rev Trust U/A 10/02/1991 San Francisco, CA | 11.49 | % | |||
Perkins Select Value Fund | State St. Bank Cust IRA JAF Racine, WI | 6.34 | % | |||
Perkins Value Plus Income Fund | JRK & JJK JTWROS Naperville, IL | 5.38 | % | |||
| * | This beneficial ownership represents seed capital that Janus Capital or an affiliate provided for the Fund. |
D-27
| Fund Name | Shareholder and Address of Record | Percentage Ownership | ||||
INTECH Emerging Markets | National Financial Services Co | 80.77 | % | |||
| Janus Capital Group Inc. | 18.04 | %* | ||||
| Denver, CO | ||||||
INTECH Global Income Managed Volatility Fund | Pershing LLC | 29.23 | % | |||
| Charles Schwab & Co Inc. | 28.97 | % | ||||
| Exclusive Benefit of Our Customers | ||||||
| Reinvest Account | ||||||
San Francisco, CA | ||||||
| National Financial Services LLC | 28.35 | % | ||||
| For the Exclusive Benefit of Our Customers | ||||||
Jersey City, NJ | ||||||
| RBC Capital Markets LLC | 8.98 | % | ||||
| Mutual Fund Omnibus | ||||||
| Minneapolis, MN | ||||||
INTECH International Managed Volatility Fund | Janus Global Allocation Fund – Growth | 37.34 | % | |||
| Janus Global Allocation Fund – Moderate | 32.58 | % | ||||
| INTECH International Mgd Volatility | ||||||
Denver, CO | ||||||
| Janus Global Allocation Fund – Conservative | 17.65 | % | ||||
| INTECH International Mgd Volatility | ||||||
| Denver, CO | ||||||
INTECH U.S. Core Fund | National Financial Services LLC | 54.02 | % | |||
| Charles Schwab & Co Inc. | 18.80 | % | ||||
| Exclusive Benefit of Our Customers | ||||||
| Reinvest Account | ||||||
San Francisco, CA | ||||||
| PIMS/Prudential Ret Plan | 8.48 | % | ||||
| Nominee Trustee Custodian | ||||||
| Irving, TX | ||||||
| * | This beneficial ownership represents seed capital that Janus Capital or an affiliate provided for the Fund. |
D-28
| Fund Name | Shareholder and Address of Record | Percentage Ownership | ||||
INTECH U.S. Managed | Merrill Lynch Pierce Fenner & Smith, Inc. For the Sole Benefit of Customers | 24.93 | % | |||
| UBS WM USA | 15.96 | % | ||||
| 0O0 11011 6100 | ||||||
| Omni Account M/F | ||||||
Jersey City, NJ | ||||||
| National Financial Services LLC | 13.67 | % | ||||
| For the Exclusive Benefit of Our Customers | ||||||
Jersey City, NJ | ||||||
| Charles Schwab & Co Inc. | 9.92 | % | ||||
| Exclusive Benefit of Our Customers | ||||||
| Reinvest Account | ||||||
San Francisco, CA | ||||||
| First Clearing LLC | 7.09 | % | ||||
| Special Custody Acct | ||||||
| For the Exclusive Benefit of Customer | ||||||
St. Louis, MO | ||||||
| American Enterprise Investment Svc | 6.94 | % | ||||
| FBO 41999970 | ||||||
| Minneapolis, MN | ||||||
Janus Adaptive Global Allocation Fund | Janus Capital Group Inc. Denver, CO | 98.93 | %* | |||
Janus Asia Equity Fund | Janus Global Allocation Fund – Growth | 47.52 | % | |||
| Janus Global Allocation Fund – Moderate | 26.20 | % | ||||
| Asia Equity Omnibus Account | ||||||
Denver, CO | ||||||
| National Financial Services LLC | 23.68 | % | ||||
| For the Exclusive Benefit of Our Customers | ||||||
| Jersey City, NJ | ||||||
Janus Balanced Fund | Merrill Lynch Pierce Fenner & Smith, Inc. | 19.66 | % | |||
| First Clearing LLC | 12.95 | % | ||||
| Special Custody Acct | ||||||
| For the Exclusive Benefit of Customer | ||||||
St. Louis, MO | ||||||
| National Financial Services LLC | 12.85 | % | ||||
| For the Exclusive Benefit of Our Customers | ||||||
Jersey City, NJ | ||||||
| Morgan Stanley & Co | 9.62 | % | ||||
Jersey City, NJ | ||||||
| Charles Schwab & Co Inc. | 8.37 | % | ||||
| Exclusive Benefit of Our Customers | ||||||
| Reinvest Account | ||||||
San Francisco, CA | ||||||
| UBS WM USA | 7.29 | % | ||||
| 0O0 11011 6100 | ||||||
| Omni Account M/F | ||||||
| Jersey City, NJ | ||||||
| * | This beneficial ownership represents seed capital that Janus Capital or an affiliate provided for the Fund. |
D-29
| Fund Name | Shareholder and Address of Record | Percentage Ownership | ||||
Janus Contrarian Fund | Merrill Lynch Pierce Fenner & Smith, Inc. | 20.56 | % | |||
| First Clearing LLC | 14.54 | % | ||||
| Special Custody Acct | ||||||
| For the Exclusive Benefit of Customer | ||||||
St. Louis, MO | ||||||
| MAC & Co | 14.42 | % | ||||
| A/C XXXXXXXXXXX | ||||||
Pittsburgh, PA | ||||||
| Morgan Stanley & Co | 13.40 | % | ||||
Jersey City, NJ | ||||||
| National Financial Services LLC | 10.15 | % | ||||
| For the Exclusive Benefit of Our Customers | ||||||
Jersey City, NJ | ||||||
| UBS WM USA | 7.76 | % | ||||
| 0O0 11011 6100 | ||||||
| Omni Account M/F | ||||||
| Jersey City, NJ | ||||||
Janus Diversified Alternatives | National Financial Services LLC | 76.03 | % | |||
| American Enterprise Investment Svc | 22.95 | % | ||||
| FBO 41999970 | ||||||
| Minneapolis, MN | ||||||
Janus Emerging Markets Fund | Charles Schwab & Co Inc. | 56.17 | % | |||
| Janus Global Allocation Fund – Growth | 20.78 | % | ||||
| Janus Emerging Markets Omnibus Acct | ||||||
Denver, CO | ||||||
| Janus Global Allocation Fund – Moderate | 14.60 | % | ||||
| Janus Emerging Markets Omnibus Acct | ||||||
Denver, CO | ||||||
| National Financial Services LLC | 7.53 | % | ||||
| For the Exclusive Benefit of Our Customers | ||||||
| Jersey City, NJ | ||||||
Janus Enterprise Fund | National Financial Services LLC For the Exclusive Benefit of Our Customers | 30.78 | % | |||
Jersey City, NJ | ||||||
| Merrill Lynch Pierce Fenner & Smith, Inc. | 23.23 | % | ||||
| For the Sole Benefit of Customers | ||||||
Jacksonville, FL | ||||||
| Charles Schwab & Co Inc. | 9.94 | % | ||||
| Exclusive Benefit of Our Customers | ||||||
| Reinvest Account | ||||||
| San Francisco, CA | ||||||
D-30
| Fund Name | Shareholder and Address of Record | Percentage Ownership | ||||
Janus Flexible Bond Fund | First Clearing LLC | 28.96 | % | |||
| Edward D Jones & Co | 19.71 | % | ||||
| For the Benefit of Customers | ||||||
St. Louis, MO | ||||||
| National Financial Services LLC | 10.87 | % | ||||
| For the Exclusive Benefit of Our Customers | ||||||
Jersey City, NJ | ||||||
| Merrill Lynch Pierce Fenner & Smith, Inc. | 9.38 | % | ||||
| For the Sole Benefit of Customers | ||||||
Jacksonville, FL | ||||||
| UBS WM USA | 6.37 | % | ||||
| 0O0 11011 6100 | ||||||
| Omni Account M/F | ||||||
Jersey City, NJ | ||||||
| Morgan Stanley & Co | 5.10 | % | ||||
| Jersey City, NJ | ||||||
Janus Forty Fund | Morgan Stanley & Co | 41.84 | % | |||
| Merrill Lynch Pierce Fenner & Smith, Inc. | 16.49 | % | ||||
| For the Sole Benefit of Customers | ||||||
Jacksonville, FL | ||||||
| Pershing LLC | 9.01 | % | ||||
Jersey City, NJ | ||||||
| UBS WM USA | 8.03 | % | ||||
| 0O0 11011 6100 | ||||||
| Omni Account M/F | ||||||
Jersey City, NJ | ||||||
| First Clearing LLC | 6.38 | % | ||||
| Special Custody Acct | ||||||
| For the Exclusive Benefit of Customer | ||||||
| St. Louis, MO | ||||||
Janus Fund | Charles Schwab & Co Inc. | 30.00 | % | |||
| National Financial Services LLC | 21.55 | % | ||||
| For the Exclusive Benefit of Our Customers | ||||||
Jersey City, NJ | ||||||
| Wells Fargo Bank | 12.35 | % | ||||
| FBO Various Retirement Plans | ||||||
| 9888888836 | ||||||
Charlotte, NC | ||||||
| First Clearing LLC | 8.87 | % | ||||
| Special Custody Acct | ||||||
| For the Exclusive Benefit of Customer | ||||||
St. Louis, MO | ||||||
| Merrill Lynch Pierce Fenner & Smith, Inc. | 8.30 | % | ||||
| For the Sole Benefit of Customers | ||||||
Jacksonville, FL | ||||||
| Morgan Stanley & Co | 6.97 | % | ||||
| Jersey City, NJ | ||||||
D-31
| Fund Name | Shareholder and Address of Record | Percentage Ownership | ||||
Janus Global Allocation Fund – Conservative | National Financial Services LLC | 38.71 | % | |||
| Charles Schwab & Co Inc. | 16.54 | % | ||||
| Exclusive Benefit of Our Customers | ||||||
| Reinvest Account | ||||||
San Francisco, CA | ||||||
| Mid Atlantic Trust Company | 16.44 | % | ||||
| FBO Bay City Television, Inc. | ||||||
| 401(K) Profit Sharing Plan & Trust | ||||||
Pittsburgh, PA | ||||||
| Merrill Lynch Pierce Fenner & Smith, Inc. | 7.83 | % | ||||
| For the Sole Benefit of Customers | ||||||
| Jacksonville, FL | ||||||
Janus Global Allocation Fund – | National Financial Services LLC | 44.82 | % | |||
| Sentry Life Insurance Co Group | 17.63 | % | ||||
Stevens Point, WI | ||||||
| First Clearing LLC | 10.40 | % | ||||
| Special Custody Acct | ||||||
| For the Exclusive Benefit of Customer | ||||||
St. Louis, MO | ||||||
| Charles Schwab & Co Inc. | 7.41 | % | ||||
| Exclusive Benefit of Our Customers | ||||||
| Reinvest Account | �� | |||||
| San Francisco, CA | ||||||
Janus Global Allocation Fund – Moderate | National Financial Services LLC | 28.47 | % | |||
| Charles Schwab & Co Inc. | 19.36 | % | ||||
| Exclusive Benefit of Our Customers | ||||||
| Reinvest Account | ||||||
San Francisco, CA | ||||||
| First Clearing LLC | 18.79 | % | ||||
| Special Custody Acct | ||||||
| For the Exclusive Benefit of Customer | ||||||
St. Louis, MO | ||||||
| MG Trust Company Cust. | 6.77 | % | ||||
| FBO America’s 401(K) | ||||||
Denver, CO | ||||||
| Morgan Stanley & Co | 6.74 | % | ||||
| Jersey City, NJ | ||||||
D-32
| Fund Name | Shareholder and Address of Record | Percentage Ownership | ||||
Janus Global Bond Fund | Morgan Stanley & Co | 36.47 | % | |||
| Merrill Lynch Pierce Fenner & Smith, Inc. | 34.34 | % | ||||
| For the Sole Benefit of Customers | ||||||
Jacksonville, FL | ||||||
| First Clearing LLC | 11.73 | % | ||||
| Special Custody Acct | ||||||
| For the Exclusive Benefit of Customer | ||||||
St. Louis, MO | ||||||
| UBS WM USA | 8.69 | % | ||||
| 0O0 11011 6100 | ||||||
| Omni Account M/F | ||||||
| Jersey City, NJ | ||||||
Janus Global Life Sciences Fund | Merrill Lynch Pierce Fenner & Smith, Inc. | 16.30 | % | |||
| First Clearing LLC | 13.33 | % | ||||
| Special Custody Acct | ||||||
| For the Exclusive Benefit of Customer | ||||||
St. Louis, MO | ||||||
| National Financial Services LLC | 12.04 | % | ||||
| For the Exclusive Benefit of Our Customers | ||||||
Jersey City, NJ | ||||||
| Morgan Stanley & Co | 9.67 | % | ||||
Jersey City, NJ | ||||||
| Standard Insurance Co | 9.31 | % | ||||
Portland, OR | ||||||
| Pershing LLC | 7.63 | % | ||||
Jersey City, NJ | ||||||
| UBS WM USA | 6.82 | % | ||||
| 0O0 11011 6100 | ||||||
| Omni Account M/F | ||||||
| Jersey City, NJ | ||||||
Janus Global Real Estate Fund | Charles Schwab & Co Inc. | 51.32 | % | |||
| Janus Global Allocation Fund – Growth | 10.19 | % | ||||
| Global Real Estate Omnibus Account | ||||||
Denver, CO | ||||||
| Janus Global Allocation Fund – Moderate | 7.17 | % | ||||
| Global Real Estate Omnibus Account | ||||||
Denver, CO | ||||||
| Merrill Lynch Pierce Fenner & Smith, Inc. | 6.16 | % | ||||
| For the Sole Benefit of Customers | ||||||
| Jacksonville, FL | ||||||
D-33
| Fund Name | Shareholder and Address of Record | Percentage Ownership | ||||
Janus Global Research Fund | National Financial Services LLC | 23.10 | % | |||
| Charles Schwab & Co Inc. | 14.77 | % | ||||
| Exclusive Benefit of Our Customers | ||||||
| Reinvest Account | ||||||
San Francisco, CA | ||||||
| MAC & Co | 10.62 | % | ||||
| A/C XXXXXXXXXXX | ||||||
Pittsburgh, PA | ||||||
| First Clearing LLC | 6.73 | % | ||||
| Special Custody Acct | ||||||
| For the Exclusive Benefit of Customer | ||||||
St. Louis, MO | ||||||
| Merrill Lynch Pierce Fenner & Smith, Inc. | 6.29 | % | ||||
| For the Sole Benefit of Customers | ||||||
Jacksonville, FL | ||||||
| Saxon & Co | 5.83 | % | ||||
| FBO 20100023002681 | ||||||
| Philadelphia, PA | ||||||
Janus Global Select Fund | Janus Global Allocation Fund – Growth | 17.70 | % | |||
| National Financial Services LLC | 14.47 | % | ||||
| For the Exclusive Benefit of Our Customers | ||||||
Jersey City, NJ | ||||||
| Merrill Lynch Pierce Fenner & Smith, Inc. | 12.12 | % | ||||
| For the Sole Benefit of Customers | ||||||
Jacksonville, FL | ||||||
| Janus Global Allocation Fund – Conservative | 11.86 | % | ||||
| Global Select Fund Omnibus Account | ||||||
Denver, CO | ||||||
| Janus Global Allocation Fund – Moderate | 10.90 | % | ||||
| Global Select Fund Omnibus Account | ||||||
Denver, CO | ||||||
| First Clearing LLC | 7.16 | % | ||||
| Special Custody Acct | ||||||
| For the Exclusive Benefit of Customer | ||||||
St. Louis, MO | ||||||
| UBS WM USA | 7.15 | % | ||||
| 0O0 11011 6100 | ||||||
| Omni Account M/F | ||||||
Jersey City, NJ | ||||||
| Morgan Stanley & Co | 5.23 | % | ||||
| Jersey City, NJ | ||||||
D-34
| Fund Name | Shareholder and Address of Record | Percentage Ownership | ||||
Janus Global Technology Fund | National Financial Services LLC | 19.82 | % | |||
Class I Shares | For the Exclusive Benefit of Our Customers | |||||
Jersey City, NJ | ||||||
| Morgan Stanley & Co | 19.18 | % | ||||
Jersey City, NJ | ||||||
| UBS WM USA | 14.37 | % | ||||
| 0O0 11011 6100 | ||||||
| Omni Account M/F | ||||||
Jersey City, NJ | ||||||
| Merrill Lynch Pierce Fenner & Smith, Inc. | 10.41 | % | ||||
| For the Sole Benefit of Customers | ||||||
Jacksonville, FL | ||||||
| Charles Schwab & Co Inc. | 6.37 | % | ||||
| Exclusive Benefit of Our Customers | ||||||
| Reinvest Account | ||||||
San Francisco, CA | ||||||
| TD Ameritrade Trust | 5.40 | % | ||||
| House Acct | ||||||
| Denver, CO | ||||||
Janus Global Unconstrained Bond Fund | Morgan Stanley & Co | 75.01 | %** | |||
| Charles Schwab & Co Inc. | 8.82 | %** | ||||
| Exclusive Benefit of Our Customers | ||||||
| Reinvest Account | ||||||
| San Francisco, CA | ||||||
Janus Growth and Income Fund | TIAA-CREF Trust Co Custodian Trustee | 17.51 | % | |||
| Morgan Stanley & Co | 15.16 | % | ||||
Jersey City, NJ | ||||||
| First Clearing LLC | 13.59 | % | ||||
| Special Custody Acct | ||||||
| For the Exclusive Benefit of Customer | ||||||
St. Louis, MO | ||||||
| Merrill Lynch Pierce Fenner & Smith, Inc. | 13.32 | % | ||||
| For the Sole Benefit of Customers | ||||||
Jacksonville, FL | ||||||
| National Financial Services LLC | 12.71 | % | ||||
| For the Exclusive Benefit of Our Customers | ||||||
Jersey City, NJ | ||||||
| UBS WM USA | 10.45 | % | ||||
| 0O0 11011 6100 | ||||||
| Omni Account M/F | ||||||
| Jersey City, NJ | ||||||
| ** | Shares are held of record on behalf of customers. With respect to Morgan Stanley & Co. and Charles Schwab & Co. Inc., 74.0% represents outstanding Class I Shares held beneficially by William H. Gross (including his family), 520 Newport Center Drive, Suite 1420, Newport Beach, California 92660. Mr. Gross (including his family) beneficially owns 57.5% of the outstanding Shares of the Fund. |
D-35
| Fund Name | Shareholder and Address of Record | Percentage Ownership | ||||
Janus High-Yield Fund | National Financial Services LLC | 24.36 | % | |||
| Merrill Lynch Pierce Fenner & Smith, Inc. | 14.52 | % | ||||
| For the Sole Benefit of Customers | ||||||
Jacksonville, FL | ||||||
| JP Morgan Clearing Co | 14.08 | % | ||||
| Omnibus Acct | ||||||
| For Exclusive Benefit of Customers | ||||||
Brooklyn, NY | ||||||
| Charles Schwab & Co Inc. | 10.33 | % | ||||
| Exclusive Benefit of Our Customers | ||||||
| Reinvest Account | ||||||
San Francisco, CA | ||||||
| Morgan Stanley & Co | 9.67 | % | ||||
Jersey City, NJ | ||||||
| UBS WM USA | 7.94 | % | ||||
| 0O0 11011 6100 | ||||||
| Omni Account M/F | ||||||
Jersey City, NJ | ||||||
| Capinco | 6.29 | % | ||||
| c/o US Bank NA | ||||||
| Milwaukee, WI | ||||||
Janus International Equity Fund | National Financial Services LLC | 21.97 | % | |||
| Merrill Lynch Pierce Fenner & Smith, Inc. | 17.85 | % | ||||
| For the Sole Benefit of Customers | ||||||
Jacksonville, FL | ||||||
| Northern Trust As Trustee | 14.82 | % | ||||
| FBO Grief A/C# XX-XXXXX | ||||||
Chicago, IL | ||||||
| UBS WM USA | 9.06 | % | ||||
| 0O0 11011 6100 | ||||||
| Omni Account M/F | ||||||
Jersey City, NJ | ||||||
| Pershing LLC | 8.09 | % | ||||
Jersey City, NJ | ||||||
| First Clearing LLC | 6.27 | % | ||||
| Special Custody Acct | ||||||
| For the Exclusive Benefit of Customer | ||||||
| St. Louis, MO | ||||||
Janus Multi-Sector Income Fund | Janus Capital Group Inc. | 91.64 | %* | |||
| National Financial Services LLC | 5.59 | % | ||||
| For the Exclusive Benefit of Our Customers | ||||||
| Jersey City, NJ | ||||||
| * | This beneficial ownership represents seed capital that Janus Capital or an affiliate provided for the Fund. |
D-36
| Fund Name | Shareholder and Address of Record | Percentage Ownership | ||||
Janus Overseas Fund | Morgan Stanley & Co | 27.99 | % | |||
| National Financial Services LLC | 22.81 | % | ||||
| For the Exclusive Benefit of Our Customers | ||||||
Jersey City, NJ | ||||||
| Vanguard Fiduciary Trust Company | 9.10 | % | ||||
Valley Forge, PA | ||||||
| Pershing LLC | 7.79 | % | ||||
Jersey City, NJ | ||||||
| First Clearing LLC | 7.58 | % | ||||
| Special Custody Acct | ||||||
| For the Exclusive Benefit of Customer | ||||||
St. Louis, MO | ||||||
| UBS WM USA | 6.65 | % | ||||
| 0O0 11011 6100 | ||||||
| Omni Account M/F | ||||||
| Jersey City, NJ | ||||||
Janus Real Return Fund | Janus Capital Group Inc. | 80.93 | %* | |||
| National Financial Services LLC | 9.79 | % | ||||
| For the Exclusive Benefit of Our Customers | ||||||
Jersey City, NJ | ||||||
| American Enterprise Investment Svc | 7.56 | % | ||||
| FBO 41999970 | ||||||
| Minneapolis, MN | ||||||
Janus Research Fund | Morgan Stanley & Co | 25.30 | % | |||
| Merrill Lynch Pierce Fenner & Smith, Inc. | 15.93 | % | ||||
| For the Sole Benefit of Customers | ||||||
Jacksonville, FL | ||||||
| Charles Schwab & Co Inc. | 9.39 | % | ||||
| Exclusive Benefit of Our Customers | ||||||
| Reinvest Account | ||||||
San Francisco, CA | ||||||
| National Financial Services LLC | 9.37 | % | ||||
| For the Exclusive Benefit of Our Customers | ||||||
Jersey City, NJ | ||||||
| Mendocino County Employees Retirement Association | 9.25 | % | ||||
Ukiah, CA | ||||||
| Wells Fargo Bank | 7.37 | % | ||||
| FBO Various Retirement Plans | ||||||
| 9888888836 NC-1151 | ||||||
Charlotte, NC | ||||||
| First Clearing LLC | 5.75 | % | ||||
| Special Custody Acct | ||||||
| For the Exclusive Benefit of Customer | ||||||
| St. Louis, MO | ||||||
| * | This beneficial ownership represents seed capital that Janus Capital or an affiliate provided for the Fund. |
D-37
| Fund Name | Shareholder and Address of Record | Percentage Ownership | ||||
Janus Short-Term Bond Fund | National Financial Services LLC | 28.05 | % | |||
| Merrill Lynch Pierce Fenner & Smith, Inc. | 17.86 | % | ||||
| For the Sole Benefit of Customers | ||||||
Jacksonville, FL | ||||||
| UBS WM USA | 13.90 | % | ||||
| 0O0 11011 6100 | ||||||
| Omni Account M/F | ||||||
Jersey City, NJ | ||||||
| First Clearing LLC | 8.22 | % | ||||
| Special Custody Acct | ||||||
| For the Exclusive Benefit of Customer | ||||||
St. Louis, MO | ||||||
| Morgan Stanley & Co | 7.92 | % | ||||
Jersey City, NJ | ||||||
| Charles Schwab & Co Inc. | 5.50 | % | ||||
| Exclusive Benefit of Our Customers | ||||||
| Reinvest Account | ||||||
| San Francisco, CA | ||||||
Janus Triton Fund | National Financial Services LLC | 26.98 | % | |||
| Merrill Lynch Pierce Fenner & Smith, Inc. | 8.31 | % | ||||
| For the Sole Benefit of Customers | ||||||
Jacksonville, FL | ||||||
| Charles Schwab & Co Inc. | 7.89 | % | ||||
| Exclusive Benefit of Our Customers | ||||||
| Reinvest Account | ||||||
San Francisco, CA | ||||||
| First Clearing LLC | 7.51 | % | ||||
| Special Custody Acct | ||||||
| For the Exclusive Benefit of Customer | ||||||
| St. Louis, MO | ||||||
Janus Venture Fund | National Financial Services LLC | 35.78 | % | |||
| Morgan Stanley & Co | 32.02 | % | ||||
Jersey City, NJ | ||||||
| First Clearing LLC | 5.87 | % | ||||
| Special Custody Acct | ||||||
| For the Exclusive Benefit of Customer | ||||||
| St. Louis, MO | ||||||
D-38
| Fund Name | Shareholder and Address of Record | Percentage Ownership | ||||
Perkins Global Value Fund | UBS WM USA | 33.81 | % | |||
| Morgan Stanley & Co | 18.32 | % | ||||
Jersey City, NJ | ||||||
| Charles Schwab & Co Inc. | 15.14 | % | ||||
| Exclusive Benefit of Our Customers | ||||||
| Reinvest Account | ||||||
San Francisco, CA | ||||||
| First Clearing LLC | 9.23 | % | ||||
| Special Custody Acct | ||||||
| For the Exclusive Benefit of Customer | ||||||
St. Louis, MO | ||||||
| National Financial Services LLC | 8.79 | % | ||||
| For the Exclusive Benefit of Our Customers | ||||||
Jersey City, NJ | ||||||
| Pershing LLC | 5.52 | % | ||||
Jersey City, NJ | ||||||
| Merrill Lynch Pierce Fenner & Smith, Inc. | 5.30 | % | ||||
| For the Sole Benefit of Customers | ||||||
| Jacksonville, FL | ||||||
Perkins International Value Fund | Charles Schwab & Co Inc. | 84.66 | % | |||
| Strafe & Co | 14.82 | % | ||||
| FBO PQT | ||||||
| HXXXXXXXX | ||||||
| Newark, DE | ||||||
Perkins Large Cap Value Fund | Charles Schwab & Co Inc. Exclusive Benefit of Our Customers Reinvest Account San Francisco, CA | 89.94 | % | |||
Perkins Mid Cap Value Fund | Edward D Jones & Co | 55.79 | % | |||
| First Clearing LLC | 9.45 | % | ||||
| Special Custody Acct | ||||||
| For the Exclusive Benefit of Customer | ||||||
St. Louis, MO | ||||||
| National Financial Services LLC | 7.26 | % | ||||
| For the Exclusive Benefit of Our Customers | ||||||
| Jersey City, NJ | ||||||
Perkins Select Value Fund | Charles Schwab & Co Inc. Exclusive Benefit of Our Customers Reinvest Account San Francisco, CA | 98.62 | %*** | |||
| *** | Shares are held of record on behalf of customers. With respect to Charles Schwab & Co. Inc., 72.5% represents outstanding Class I Shares held beneficially by Robert Perkins (including his family), Perkins Investment Management LLC, 311 S. Wacker Drive, Suite 6000, Chicago, Illinois 60606. Mr. Perkins (including his family) beneficially owns 63.7% of the outstanding Shares of the Fund. |
D-39
| Fund Name | Shareholder and Address of Record | Percentage Ownership | ||||
Perkins Small Cap Value Fund | National Financial Services LLC | 15.00 | % | |||
| Merrill Lynch Pierce Fenner & Smith, Inc. | 10.81 | % | ||||
| For the Sole Benefit of Customers | ||||||
Jacksonville, FL | ||||||
| Charles Schwab & Co Inc. | 9.10 | % | ||||
| Exclusive Benefit of Our Customers | ||||||
| Reinvest Account | ||||||
San Francisco, CA | ||||||
| First Clearing LLC | 6.73 | % | ||||
| Special Custody Acct | ||||||
| For the Exclusive Benefit of Customer | ||||||
St. Louis, MO | ||||||
| Associated Trust Company | 5.47 | % | ||||
| FBO Associated Banc-Corp P/S & Ret | ||||||
Green Bay, WI | ||||||
| Associated Trust Company | 5.30 | % | ||||
| Green Bay, WI | ||||||
Perkins Value Plus Income Fund | Charles Schwab & Co Inc. | 59.17 | % | |||
| National Financial Services LLC | 34.54 | % | ||||
| For the Exclusive Benefit of Our Customers | ||||||
| Jersey City, NJ | ||||||
Perkins Mid Cap Value Fund | First Clearing LLC | 22.14 | % | |||
| Pershing LLC | 14.52 | % | ||||
Jersey City, NJ | ||||||
| Charles Schwab & Co Inc. | 13.94 | % | ||||
| Reinvest Account | ||||||
San Francisco, CA | ||||||
| National Financial Svcs Corp | 11.13 | % | ||||
| For the Exclusive Benefit of Our Customers | ||||||
Jersey City, NJ | ||||||
| Raymond James | 8.30 | % | ||||
| House Acct Firm #92500015 | ||||||
| Omnibus for Mutual Funds | ||||||
St. Petersburg, FL | ||||||
| Morgan Stanley & Co | 5.96 | % | ||||
| Jersey City, NJ | ||||||
Perkins Small Cap Value Fund | Charles Schwab & Co Inc. | 22.01 | % | |||
| Vanguard Fiduciary Trust Co | 19.47 | % | ||||
Valley Forge, PA | ||||||
| National Financial Svcs Corp | 18.87 | % | ||||
| For the Exclusive Benefit of Our Customers | ||||||
| Jersey City, NJ | ||||||
D-40
| Fund Name | Shareholder and Address of Record | Percentage Ownership | ||||
INTECH U.S. Core Fund | Janus Capital Group Inc. Denver, CO | 100 | %* | |||
INTECH U.S. Managed Volatility Fund | Janus Global Allocation Fund – Growth | 34.30 | % | |||
| Janus Global Allocation Fund – Moderate | 34.13 | % | ||||
| INTECH U.S. Managed Volatility | ||||||
Denver, CO | ||||||
| Janus Global Allocation Fund – Conservative | 24.72 | % | ||||
| INTECH U.S. Managed Volatility | ||||||
Denver, CO | ||||||
| National Financial Services LLC | 5.56 | % | ||||
| For the Exclusive Benefit of Our Customers | ||||||
| Jersey City, NJ | ||||||
Janus Adaptive Global Allocation Fund | Janus Global Allocation Fund – Moderate | 28.61 | % | |||
| Janus Global Allocation Fund – Conservative | 26.35 | % | ||||
| Adaptive Global Allocation Omnibus | ||||||
Denver, CO | ||||||
| Janus Global Allocation Fund – Growth | 25.54 | % | ||||
| Adaptive Global Allocation Omnibus | ||||||
Denver, CO | ||||||
| Janus Capital Group Inc. | 17.92 | %* | ||||
| Denver, CO | ||||||
Janus Balanced Fund | National Financial Services LLC For the Exclusive Benefit of Our Customers Jersey City, NJ | 85.64 | % | |||
Janus Diversified Alternatives | Janus Global Allocation Fund – Moderate | 45.39 | % | |||
| Janus Global Allocation Fund – Growth | 26.61 | % | ||||
| Diversified Alternatives Omnibus | ||||||
Denver, CO | ||||||
| Janus Global Allocation Fund – Conservative | 24.42 | % | ||||
| Diversified Alternatives Omnibus | ||||||
| Denver, CO | ||||||
Janus Enterprise Fund | National Financial Services LLC For the Exclusive Benefit of Our Customers | 59.92 | % | |||
| Wells Fargo Bank | 5.60 | % | ||||
| FBO Various Retirement Plans | ||||||
| 9888888836 | ||||||
| Charlotte, NC | ||||||
| * | This beneficial ownership represents seed capital that Janus Capital or an affiliate provided for the Fund. |
D-41
| Fund Name | Shareholder and Address of Record | Percentage Ownership | ||||
Janus Flexible Bond Fund | National Financial Services LLC | 31.72 | % | |||
| JPMorgan Chase Bank, N.A. As Custodian | 8.30 | % | ||||
| FBO P XXXXX | ||||||
Brooklyn, NY | ||||||
| Charles Schwab & Co Inc. | 7.58 | % | ||||
| Special Custody A/C | ||||||
| FBO Customers | ||||||
San Francisco, CA | ||||||
| Voya Retirement Insurance and Annuity Company | 7.49 | % | ||||
Windsor, CT | ||||||
| Wells Fargo Bank NA Trustee | 6.47 | % | ||||
| City of Tallahassee Matched Annuity | ||||||
| c/o FASCore LLC | ||||||
| Greenwood Village, CO | ||||||
Janus Forty Fund | Charles Schwab & Co Inc. | 29.69 | % | |||
| Saxon & Co | 21.80 | % | ||||
| FBO 20-01-302-9912426 | ||||||
Philadelphia, PA | ||||||
| Sentry Life Insurance Co Group | 17.93 | % | ||||
Stevens Point, WI | ||||||
| National Financial Services LLC | 6.88 | % | ||||
| For the Exclusive Benefit of Our Customers | ||||||
Jersey City, NJ | ||||||
| Janus Global Allocation Fund – Growth | 5.81 | % | ||||
| Janus Forty Omnibus Account | ||||||
| Denver, CO | ||||||
Janus Fund | Sentry Life Insurance Co Group | 53.44 | % | |||
| National Financial Services LLC | 15.47 | % | ||||
| For the Exclusive Benefit of Our Customers | . | |||||
Jersey City, NJ | ||||||
| Janus Global Allocation Fund – Moderate | 9.65 | % | ||||
| Janus Fund Omnibus Account | ||||||
Denver, CO | ||||||
| Janus Global Allocation Fund – Conservative | 7.96 | % | ||||
| Janus Fund Omnibus Account | ||||||
Denver, CO | ||||||
| Great-West Trust Company LLC | 5.20 | % | ||||
| Trust/Retirement Plans | ||||||
| Greenwood Village, CO | ||||||
Janus Global Unconstrained Bond Fund | National Financial Services LLC For the Exclusive Benefit of Our Customers Jersey City, NJ | 88.13 | % | |||
D-42
| Fund Name | Shareholder and Address of Record | Percentage Ownership | ||||
Janus High-Yield Fund | Sentry Life Insurance Co Group | 53.19 | % | |||
| National Financial Services LLC | 24.47 | % | ||||
| For the Exclusive Benefit of Our Customers | ||||||
Jersey City, NJ | ||||||
| Great West Life & Annuity | 12.54 | % | ||||
| FBO Variable Annuity 5 | ||||||
| Greenwood Village, CO | ||||||
Janus International Equity Fund | Janus Global Allocation Fund – Growth | 39.10 | % | |||
| Janus Global Allocation Fund – Moderate | 33.96 | % | ||||
| International Equity Omnibus Acct | ||||||
Denver, CO | ||||||
| Janus Global Allocation Fund – Conservative | 22.61 | % | ||||
| International Equity Omnibus Acct | ||||||
| Denver, CO | ||||||
Janus Multi-Sector Income Fund | Janus Capital Group Inc. | 72.36 | %* | |||
| National Financial Services LLC | 27.64 | % | ||||
| For the Exclusive Benefit of Our Customers | ||||||
| Jersey City, NJ | ||||||
Janus Overseas Fund | Sentry Life Insurance Co Group | 36.53 | % | |||
| Janus Global Allocation Fund – Growth | 15.45 | % | ||||
| Overseas Fund Omnibus Account | ||||||
Denver, CO | ||||||
| Wells Fargo Bank | 13.61 | % | ||||
| FBO Various Retirement Plans | ||||||
| 9888888836 | ||||||
Charlotte, NC | ||||||
| National Financial Services LLC | 13.43 | % | ||||
| For the Exclusive Benefit of Our Customers | ||||||
Jersey City, NJ | ||||||
| Janus Global Allocation Fund – Moderate | 12.48 | % | ||||
| Overseas Fund Omnibus Account | ||||||
Denver, CO | ||||||
| Janus Global Allocation Fund – Conservative | 6.41 | % | ||||
| Overseas Fund Omnibus Account | ||||||
| Denver, CO | ||||||
Janus Research Fund | National Financial Services LLC | 46.86 | % | |||
| Sentry Life Insurance Co Group | 42.31 | % | ||||
| Stevens Point, WI | ||||||
| * | This beneficial ownership represents seed capital that Janus Capital or an affiliate provided for the Fund. |
D-43
| Fund Name | Shareholder and Address of Record | Percentage Ownership | ||||
Janus Short-Term Bond Fund | Janus Global Allocation Fund – Conservative | 49.62 | % | |||
| Janus Global Allocation Fund – Moderate | 33.36 | % | ||||
| Short Term Bond Omnibus Account | ||||||
Denver, CO | ||||||
| National Financial Services LLC | 11.20 | % | ||||
| For the Exclusive Benefit of Our Customers | ||||||
| Jersey City, NJ | ||||||
Janus Triton Fund | National Financial Services LLC | 39.56 | % | |||
| Great-West Trust Company LLC | 12.19 | % | ||||
Greenwood Village, CO | ||||||
| Minnesota Life Insurance Company | 10.36 | % | ||||
| St. Paul, MN | ||||||
Janus Venture Fund | Taynik & Co | 46.88 | % | |||
| National Financial Services LLC | 10.03 | % | ||||
| For the Exclusive Benefit of Our Customers | ||||||
Jersey City, NJ | ||||||
| Great-West Trust Company LLC Ttee | 9.50 | % | ||||
| Employee Benefits Clients 401K | ||||||
Greenwood Village, CO | ||||||
| State Street Bank & Trust As Cust | 9.36 | % | ||||
| FBO ADP Access Product | ||||||
Boston, MA | ||||||
| Wells Fargo Bank NA Trustee | 6.42 | % | ||||
| Kern County Deferred Comp Plan | ||||||
| c/o FASCore LLC | ||||||
| Greenwood Village, CO | ||||||
Perkins Global Value Fund | National Financial Services LLC For the Exclusive Benefit of Our Customers Jersey City, NJ | 100 | % | |||
Perkins International Value Fund | National Financial Services LLC | 65.47 | % | |||
| Janus Capital Group Inc. | 34.53 | %* | ||||
| Denver, CO | ||||||
| * | This beneficial ownership represents seed capital that Janus Capital or an affiliate provided for the Fund. |
D-44
| Fund Name | Shareholder and Address of Record | Percentage Ownership | ||||
Perkins Large Cap Value Fund | Janus Global Allocation Fund – Moderate | 35.36 | % | |||
| Janus Global Allocation Fund – Growth | 33.44 | % | ||||
| Perkins Large Cap Value Omnibus | ||||||
Denver, CO | ||||||
| Janus Global Allocation Fund – Conservative | 26.30 | % | ||||
| Perkins Large Cap Value Omnibus | ||||||
| Denver, CO | ||||||
Perkins Mid Cap Value Fund | National Financial Services LLC | 60.63 | % | |||
| Minnesota Life Insurance Company | 24.75 | % | ||||
| St. Paul, MN | ||||||
Perkins Small Cap Value Fund | National Financial Services LLC | 51.11 | % | |||
| State of Louisiana Trustee | 12.19 | % | ||||
| FBO Louisiana Public Employees DCP | ||||||
Greenwood Village, CO | ||||||
| Wells Fargo Bank | 8.03 | % | ||||
| FBO Various Retirement Plans | ||||||
| 9888888836 | ||||||
Charlotte, NC | ||||||
| SEI Private Trust Company | 6.52 | % | ||||
| c/o Wood Trust Bank ID 485 TPA | ||||||
| Oaks, PA | ||||||
Janus Balanced Fund | Hartford Life Insurance Co | 26.44 | % | |||
| State Street Bank & Trust As Cust | 16.16 | % | ||||
| FBO ADP Access Product | ||||||
Boston, MA | ||||||
| Merrill Lynch | 10.44 | % | ||||
Jacksonville, FL | ||||||
| Voya Institutional Trust Company | 8.17 | % | ||||
| Windsor, CT | ||||||
Janus Contrarian Fund | Reliance Trust Company | 58.79 | % | |||
| Ascensus Trust Company | 9.47 | % | ||||
| FBO Caruso & McGovern Construction Inc. XXXXXX | ||||||
Fargo, ND | ||||||
| Ascensus Trust Company | 5.49 | % | ||||
| FBO Surgical Consultants, PLLC 401(K) XXXXXX | ||||||
| Fargo, ND | ||||||
D-45
| Fund Name | Shareholder and Address of Record | Percentage Ownership | ||||
Janus Enterprise Fund | Hartford Life Insurance Co | 14.26 | % | |||
| State Street Bank & Trust As Cust | 12.44 | % | ||||
| FBO ADP Access Product | ||||||
Boston, MA | ||||||
| Merrill Lynch | 10.82 | % | ||||
Jacksonville, FL | ||||||
| DCGT Trustee &/or Custodian | 8.54 | % | ||||
| FBO PLIC Various Retirement Plans Omnibus | ||||||
| Des Moines, IA | ||||||
Janus Flexible Bond Fund | Merrill Lynch | 26.38 | % | |||
| Taynik & Co | 14.53 | % | ||||
| c/o Investors Bank & Trust | ||||||
Boston, MA | ||||||
| Voya Institutional Trust Company | 8.82 | % | ||||
Windsor, CT | ||||||
| Sammons Financial Network LLC | 5.05 | % | ||||
| West Des Moines, IA | ||||||
Janus Forty Fund | Hartford Life Insurance Co | 41.66 | % | |||
| Merrill Lynch | 15.90 | % | ||||
Jacksonville, FL | ||||||
| State Street Bank & Trust As Cust | 11.22 | % | ||||
| FBO ADP Access Product | ||||||
Boston, MA | ||||||
| American United Life Ins Co | 6.81 | % | ||||
| AUL American Group Ret Annuity | ||||||
| Indianapolis, IN | ||||||
Janus Fund | Sammons Financial Network LLC | 49.70 | % | |||
| State Street Bank & Trust As Cust | 22.78 | % | ||||
| FBO ADP Access Product | ||||||
Boston, MA | ||||||
| DCGT Trustee &/or Custodian | 8.45 | % | ||||
| FBO PLIC Various Retirement Plans Omnibus | ||||||
Des Moines, IA | ||||||
| Merrill Lynch | 6.25 | % | ||||
| Jacksonville, FL | ||||||
D-46
| Fund Name | Shareholder and Address of Record | Percentage Ownership | ||||
Janus Global Research Fund | Sammons Financial Network LLC | 55.74 | % | |||
| Merrill Lynch | 13.27 | % | ||||
Jacksonville, FL | ||||||
| DCGT Trustee &/or Custodian | 8.67 | % | ||||
| FBO PLIC Various Retirement Plans Omnibus | ||||||
Des Moines, IA | ||||||
| TLK Ttee | 7.48 | % | ||||
| FBO Wagner Die Supply Inc. 401K PSP | ||||||
| c/o FASCore LLC | ||||||
| Greenwood Village, CO | ||||||
Janus Global Select Fund | Capital Bank & Trust Company Ttee CQM Inc. 401K Savings Plan | 39.99 | % | |||
Greenwood Village, CO | ||||||
| Reliance Trust Company | 15.84 | % | ||||
| FBO MassMutual DMF | ||||||
Atlanta, GA | ||||||
| JP Morgan Clearing Co | 12.44 | % | ||||
| Omnibus Acct | ||||||
| For Exclusive Benefit of Customers | ||||||
Brooklyn, NY | ||||||
| Intl Sourcing & Marketing Ltd Ttee | 7.82 | % | ||||
| Intl Sourcing & Marketing Ltd 401K | ||||||
| c/o FASCore LLC | ||||||
Greenwood Village, CO | ||||||
| Mid Atlantic Trust Company | 5.77 | % | ||||
| FBO Poliquin & Degrave LLP 401(K) Profit | ||||||
| Pittsburgh, PA | ||||||
Janus Global Unconstrained Bond Fund | Sammons Financial Network LLC West Des Moines, IA | 78.07 | % | |||
| Janus Capital Group Inc. | 21.93 | %* | ||||
| Denver, CO | ||||||
Janus Growth and Income Fund | American United Life Ins Co AUL American Unit Trust Indianapolis, IN | 34.66 | % | |||
| Fifth Third Bank Ttee | 19.63 | % | ||||
| FBO Rollover Shareholder Svcs LLC | ||||||
| A/C #XX-X-XXXXXXX | ||||||
Cincinnati, OH | ||||||
| TLK Ttee | 14.80 | % | ||||
| FBO Wagner Die Supply Inc. 401K PSP | ||||||
| c/o FASCore LLC | ||||||
Greenwood Village, CO | ||||||
| Jahnke & Jahnke Associates Inc. Ttee | 8.36 | % | ||||
| Jahnke & Jahnke Associates Inc. 401K | ||||||
| c/o FASCore LLC | ||||||
Greenwood Village, CO | ||||||
| American United Life Ins Co | 5.83 | % | ||||
| AUL American Group Ret Annuity | ||||||
| Indianapolis, IN | ||||||
| * | This beneficial ownership represents seed capital that Janus Capital or an affiliate provided for the Fund. |
D-47
| Fund Name | Shareholder and Address of Record | Percentage Ownership | ||||
Janus High-Yield Fund | Merrill Lynch Jacksonville, FL | 28.29 | % | |||
| HY & Company Inc. Ttee | 14.34 | % | ||||
| HY & Company Inc. 401K | ||||||
| c/o FASCore LLC | ||||||
Greenwood Village, CO | ||||||
| Ascensus Trust Company | 13.02 | % | ||||
| FBO Spring Manufacturing Corporation PS XXXXXX | ||||||
Fargo, ND | ||||||
| MG Trust Company Cust. | 9.19 | % | ||||
| FBO Creative Times, Inc. 401(K) Plan | ||||||
Denver, CO | ||||||
| Graycliff Partners Trustee | 5.45 | % | ||||
| FBO Graycliff Partners LP 401K PSP | ||||||
| Greenwood Village, CO | ||||||
Janus International Equity Fund | State Street Bank & Trust As Cust FBO ADP Access Product Boston, MA | 33.93 | % | |||
| FIIOC | 25.01 | % | ||||
| FBO CSS International Inc. 401K Plan | ||||||
Covington, KY | ||||||
| MO & RS Ttee | 8.87 | % | ||||
| Dakota Milestones Inc. 401K | ||||||
| c/o FASCore LLC | ||||||
| Greenwood Village, CO | ||||||
Janus Overseas Fund | Hartford Life Insurance Co Separate Account DC IV Hartford, CT | 39.04 | % | |||
| State Street Bank & Trust As Cust | 20.82 | % | ||||
| FBO ADP Access Product | ||||||
Boston, MA | ||||||
| Merrill Lynch | 7.78 | % | ||||
Jacksonville, FL | ||||||
| Sammons Financial Network LLC | 6.68 | % | ||||
| West Des Moines, IA | ||||||
D-48
| Fund Name | Shareholder and Address of Record | Percentage Ownership | ||||
Janus Triton Fund | Merrill Lynch Jacksonville, FL | 16.37 | % | |||
| Charles Schwab & Co Inc. | 11.03 | % | ||||
| Special Custody Account | ||||||
| FBO Institutional Client Accounts | ||||||
San Francisco, CA | ||||||
| DCGT Trustee &/or Custodian | 10.16 | % | ||||
| FBO PLIC Various Retirement Plans Omnibus | ||||||
Des Moines, IA | ||||||
| State Street Bank & Trust As Cust | 9.81 | % | ||||
| FBO ADP Access Product | ||||||
Boston, MA | ||||||
| National Financial Services LLC | 7.16 | % | ||||
| For the Exclusive Benefit of Our Customers | ||||||
Jersey City, NJ | ||||||
| Sammons Financial Network LLC | 6.29 | % | ||||
| West Des Moines, IA | ||||||
Perkins Mid Cap Value Fund | Sammons Financial Network LLC West Des Moines, IA | 14.84 | % | |||
| Hartford Life Insurance Co | 13.19 | % | ||||
| Separate Account DC IV | ||||||
Hartford, CT | ||||||
| State Street Bank & Trust As Cust | 8.69 | % | ||||
| FBO ADP Access Product | ||||||
Boston, MA | ||||||
| Merrill Lynch | 7.79 | % | ||||
| Jacksonville, FL | ||||||
Perkins Small Cap Value Fund | State Street Bank & Trust As Cust FBO ADP Access Product Boston, MA | 22.52 | % | |||
| PIMS/Prudential Retirement | 14.88 | % | ||||
| As Nominee for the Ttee/Cust PL XXX | ||||||
| Melaleuca, Inc. 401(K) Savings | ||||||
Idaho Falls, ID | ||||||
| Merrill Lynch | 10.87 | % | ||||
Jacksonville, FL | ||||||
| Capital Bank & Trust Company Ttee | 5.59 | % | ||||
| LJR Inc. 401K | ||||||
| Greenwood Village, CO | ||||||
INTECH Emerging Markets Managed Volatility Fund | Janus Capital Group Inc. Denver, CO | 100 | %* | |||
INTECH Global Income Managed Volatility Fund | Janus Capital Group Inc. Denver, CO | 56.75 | %* | |||
| National Financial Services LLC | 33.50 | % | ||||
| For Exclusive Benefit of Our Cust | ||||||
Jersey City, NJ | ||||||
| Pershing LLC | 9.75 | % | ||||
| Jersey City, NJ | ||||||
| * | This beneficial ownership represents seed capital that Janus Capital or an affiliate provided for the Fund. |
D-49
| Fund Name | Shareholder and Address of Record | Percentage Ownership | ||||
INTECH International Managed Volatility Fund | Janus Capital Group Inc. Denver, CO | 99.99 | %* | |||
INTECH U.S. Core Fund Class S Shares | UMB Bank NA FBO Fiduciary for Tax Deferred Accounts Topeka, KS | 49.20 | % | |||
| UMB Bank NA | 14.34 | % | ||||
| FBO Fiduciary for Tax Deferred Accounts | ||||||
Topeka, KS | ||||||
| Security Benefit Life Insurance Co | 13.03 | % | ||||
| FBO SBL Variable Annuity Acct XIV | ||||||
| Topeka, KS | ||||||
INTECH U.S. Managed Volatility Fund | Ascensus Trust Company FBO Transwood Employees’ Ret Plan XXXXXX Fargo, ND | 25.76 | % | |||
| American United Life Ins Co | 24.87 | % | ||||
| Group Retirement Annuity | ||||||
Indianapolis, IN | ||||||
| Charles Schwab & Co Inc. | 17.54 | % | ||||
| Special Custody Account | ||||||
| FBO Institutional Client Accounts | ||||||
San Francisco, CA | ||||||
| Pershing LLC | 8.49 | % | ||||
Jersey City, NJ | ||||||
| Nationwide Trust Company FSB | 7.17 | % | ||||
Columbus, OH | ||||||
| American United Life Ins Co | 5.76 | % | ||||
| Unit Investment Trust | ||||||
| Indianapolis, IN | ||||||
Janus Adaptive Global Allocation Fund | Janus Capital Group Inc. Denver, CO | 99.43 | %* | |||
Janus Asia Equity Fund | Janus Capital Group Inc. Denver, CO | 100 | %* | |||
Janus Balanced Fund | National Financial Services LLC For Exclusive Benefit of Our Cust Jersey City, NJ | 20.07 | % | |||
| State Street Bank & Trust As Cust | 10.16 | % | ||||
| FBO ADP Access Product | ||||||
Boston, MA | ||||||
| Guardian Insurance & Annuity Co | 8.20 | % | ||||
| Sep-Acct L | ||||||
| Allentown, PA | ||||||
| * | This beneficial ownership represents seed capital that Janus Capital or an affiliate provided for the Fund. |
D-50
| Fund Name | Shareholder and Address of Record | Percentage Ownership | ||||
Janus Contrarian Fund | Wells Fargo Bank FBO Various Retirement Plans 9888888836 NC-1151 Charlotte, NC | 62.07 | % | |||
| FIIOC | 8.31 | % | ||||
| FBO PF Changs Bistro Inc. | ||||||
Covington, KY | ||||||
| MG Trust Company Cust. | 5.02 | % | ||||
| FBO Visionary Communications, Inc. 401(K) | ||||||
| Denver, CO | ||||||
Janus Diversified Alternatives Fund | Janus Capital Group Inc. Denver, CO | 100 | %* | |||
Janus Emerging Markets Fund | National Financial Services LLC For Exclusive Benefit of Our Cust Jersey City, NJ | 83.06 | % | |||
| Janus Capital Group Inc. | 8.48 | %* | ||||
| Denver, CO | ||||||
Janus Enterprise Fund | State Street Bank & Trust As Cust FBO ADP Access Product Boston, MA | 11.64 | % | |||
| DCGT Trustee &/or Custodian | 7.09 | % | ||||
| FBO PLIC Various Retirement Plans Omnibus | ||||||
Des Moines, IA | ||||||
| National Financial Services LLC | 7.01 | % | ||||
| For Exclusive Benefit of Our Cust | ||||||
| Jersey City, NJ | ||||||
Janus Flexible Bond Fund | Saxon & Co FBO 91 Vested Interest Omnibus Asset A/C #20-01-302-9912426 Philadelphia, PA | 15.92 | % | |||
| Nationwide Trust Co Trust FSB | 7.82 | % | ||||
| Columbus, OH | ||||||
Janus Forty Fund | State Street Bank & Trust As Cust FBO ADP Access Product Boston, MA | 17.23 | % | |||
| Nationwide Trust Company FSB | 10.77 | % | ||||
Columbus, OH | ||||||
| Hartford Life Insurance Co | 9.33 | % | ||||
| Separate Account DC IV | ||||||
Hartford, CT | ||||||
| National Financial Services LLC TR | 8.73 | % | ||||
| For Exclusive Benefit of Our Cust | ||||||
Jersey City, NJ | ||||||
| Voya Retirement Insurance and Annuity Company | 7.69 | % | ||||
| Windsor, CT | ||||||
| * | This beneficial ownership represents seed capital that Janus Capital or an affiliate provided for the Fund. |
D-51
| Fund Name | Shareholder and Address of Record | Percentage Ownership | ||||
Janus Fund | Ohio National Life Insurance Co FBO Its Separate Accounts Cincinnati, OH | 17.63 | % | |||
| Reliance Trust Company | 13.51 | % | ||||
| FBO Retirement Plans Serviced by MetLife | ||||||
| c/o FASCore LLC | ||||||
Greenwood Village, CO | ||||||
| Saxon & Co | 13.20 | % | ||||
| FBO 91 Vested Interest Omnibus Asset | ||||||
| A/C #20-01-302-9912426 | ||||||
Philadelphia, PA | ||||||
| ICMA Retirement Corporation | 7.03 | % | ||||
| WTRISC Co IRA Omnibus Acct | ||||||
Washington, DC | ||||||
| Guardian Insurance & Annuity Co | 6.07 | % | ||||
| Sep-Acct L | ||||||
Allentown, PA | ||||||
| Nationwide Trust Company FSB | 5.89 | % | ||||
Columbus, OH | ||||||
| Wells Fargo Bank | 5.08 | % | ||||
| FBO Various Retirement Plans | ||||||
| Charlotte, NC | ||||||
Janus Global Allocation Fund – Conservative | FIIOC FBO IMX 401K Profit Sharing Plan Covington, KY | 29.43 | % | |||
| Equitable Life | 27.18 | % | ||||
| For Separate A/C #65 | ||||||
| On Behalf of Various 401(K) Expediter Plans | ||||||
Secaucus, NJ | ||||||
| State Street Bank & Trust As Cust | 20.59 | % | ||||
| FBO ADP Access Product | ||||||
Boston, MA | ||||||
| MG Trust Company Cust. | 6.86 | % | ||||
| FBO Zubatkin Associates, Inc. 401(K) | ||||||
Denver, CO | ||||||
| FIIOC | 5.77 | % | ||||
| FBO All Access Staging & Productions Inc. 401K Plan | ||||||
| Covington, KY | ||||||
Janus Global Allocation Fund – | Equitable Life For Separate A/C #65 On Behalf of Various 401(K) Expediter Plans Secaucus, NJ | 38.02 | % | |||
| State Street Bank & Trust As Cust | 28.69 | % | ||||
| FBO ADP Access Product | ||||||
Boston, MA | ||||||
| Great-West Trust Company LLC Ttee | 14.46 | % | ||||
| Employee Benefits Clients 401K | ||||||
Greenwood Village, CO | ||||||
| FIIOC | 11.69 | % | ||||
| FBO BWG MD Inc. 401(K) Plan and Trust | ||||||
| Covington, KY | ||||||
D-52
| Fund Name | Shareholder and Address of Record | Percentage Ownership | ||||
Janus Global Allocation Fund – Moderate | Equitable Life For Separate A/C #65 On Behalf of Various 401(K) Expediter Plans Secaucus, NJ | 31.79 | % | |||
| FIIOC | 31.69 | % | ||||
| FBO IMX 401K Profit Sharing Plan | ||||||
Covington, KY | ||||||
| State Street Bank & Trust As Cust | 20.19 | % | ||||
| FBO ADP Access Product | ||||||
Boston, MA | ||||||
| FIIOC | 8.88 | % | ||||
| FBO BWG MD Inc. 401(K) Plan and Trust | ||||||
| Covington, KY | ||||||
Janus Global Bond Fund | Janus Capital Group Inc. Denver, CO | 98.97 | %* | |||
Janus Global Life Sciences Fund | UMB Bank NA FBO Fiduciary for Various Retirement Programs Topeka, KS | 15.72 | % | |||
| JP Morgan Clearing Co | 8.98 | % | ||||
| Omnibus Acct | ||||||
| For Exclusive Benefit of Customers | ||||||
Brooklyn, NY | ||||||
| Taynik & Co | 8.30 | % | ||||
| c/o Investors Bank & Trust | ||||||
Boston, MA | ||||||
| Ascensus Trust Company | 8.18 | % | ||||
| FBO Meadowbrook, Inc. 401(K) Profit Sha XXXXXX | ||||||
Fargo, ND | ||||||
| National Financial Services LLC TR | 5.04 | % | ||||
| For Exclusive Benefit of Our Cust | ||||||
| Jersey City, NJ | ||||||
Janus Global Real Estate Fund | Cornerstone Government Affairs Ttee Cornerstone Government Affairs 401K c/o FASCore LLC Greenwood Village, CO | 8.50 | % | |||
| Ascensus Trust Company | 8.14 | % | ||||
| FBO Integrated Design, Inc. 401(K) Plan XXXXXX | ||||||
Fargo, ND | ||||||
| Capital Bank & Trust Co Ttee | 5.49 | % | ||||
| FBO Huen Electric Inc. 401K | ||||||
| c/o FASCore LLC | ||||||
| Greenwood Village, CO | ||||||
| * | This beneficial ownership represents seed capital that Janus Capital or an affiliate provided for the Fund. |
D-53
| Fund Name | Shareholder and Address of Record | Percentage Ownership | ||||
Janus Global Research Fund | UMB Bank NA FBO Fiduciary for Various Retirement Programs Topeka, KS | 53.16 | % | |||
| Guardian Insurance & Annuity Co | 5.28 | % | ||||
| Sep-Acct L | ||||||
Allentown, PA | ||||||
| Nationwide Trust Company FSB | 5.16 | % | ||||
| Columbus, OH | ||||||
Janus Global Select Fund | Capital Bank & Trust Company Ttee McCook Clinic Retirement 401K Greenwood Village, CO | 19.93 | % | |||
| DCGT Trustee &/or Custodian | 19.44 | % | ||||
| FBO PLIC Various Retirement Plans Omnibus | ||||||
Des Moines, IA | ||||||
| National Financial Services LLC TR | 16.61 | % | ||||
| For Exclusive Benefit of Our Cust | ||||||
Jersey City, NJ | ||||||
| Pershing LLC | 10.12 | % | ||||
Jersey City, NJ | ||||||
| LPL Financial | 8.08 | % | ||||
| Omnibus Customer Account | ||||||
San Diego, CA | ||||||
| MG Trust Company Cust. | 7.75 | % | ||||
| FBO ZeaChem Inc. 401(K) Plan | ||||||
Denver, CO | ||||||
| JF & JF | 5.48 | % | ||||
| c/o Fern Electric & Control Co PSP | ||||||
| South San Francisco, CA | ||||||
Janus Global Technology Fund | FIIOC FBO Santander Consumer USA Inc. Covington, KY | 42.32 | % | |||
| FIIOC | 13.19 | % | ||||
| FBO Bandwidth.com 401K Profit Sharing & Trust | ||||||
Covington, KY | ||||||
| State Street Bank & Trust As Cust | 9.61 | % | ||||
| FBO ADP Access Product | ||||||
Boston, MA | ||||||
| Guardian Insurance & Annuity Co Inc. | 8.88 | % | ||||
| Separate Account T | ||||||
Allentown, PA | ||||||
| Saxon & Co | 6.14 | % | ||||
| FBO 20-01-302-9912426 | ||||||
Philadelphia, PA | ||||||
| Guardian Insurance & Annuity Co | 5.51 | % | ||||
| Sep-Acct L | ||||||
| Allentown, PA | ||||||
D-54
| Fund Name | Shareholder and Address of Record | Percentage Ownership | ||||
Janus Global Unconstrained Bond Fund | National Financial Services LLC TR For Exclusive Benefit of Our Cust Jersey City, NJ | 77.87 | % | |||
| Janus Capital Group Inc. | 10.73 | %* | ||||
Denver, CO | ||||||
| Pershing LLC | 5.47 | % | ||||
| Jersey City, NJ | ||||||
Janus Growth and Income Fund | Saxon & Co FBO 91 Vested Interest Omnibus Asset A/C #20-01-302-9912426 Philadelphia, PA | 20.34 | % | |||
| Nationwide Trust Company FSB | 17.74 | % | ||||
Columbus, OH | ||||||
| TD Ameritrade Trust Company | 11.77 | % | ||||
| XXXXX | ||||||
Denver, CO | ||||||
| National Financial Services LLC TR | 6.03 | % | ||||
| For Exclusive Benefit of Our Cust | ||||||
| Jersey City, NJ | ||||||
Janus High-Yield Fund | LPL Financial Omnibus Customer Account San Diego, CA | 32.56 | % | |||
| FIIOC | 10.87 | % | ||||
| FBO Pyromation Inc. | ||||||
Covington, KY | ||||||
| Wells Fargo Bank | 9.67 | % | ||||
| FBO Various Retirement Plans | ||||||
| 9888888836 NC-1151 | ||||||
Charlotte, NC | ||||||
| National Financial Services LLC TR | 9.12 | % | ||||
| For Exclusive Benefit of Our Cust | ||||||
Jersey City, NJ | ||||||
| FIIOC | 8.10 | % | ||||
| FBO Hobbs Inc. 401K Profit Sharing Plan | ||||||
| Covington, KY | ||||||
Janus International Equity Fund | State Street Bank & Trust As Cust FBO ADP Access Product Boston, MA | 41.03 | % | |||
| LPL Financial | 7.95 | % | ||||
| Omnibus Customer Account | ||||||
| San Diego, CA | ||||||
Janus Multi-Sector Income Fund | Janus Capital Group Inc. Denver, CO | 99.63 | %* | |||
| * | This beneficial ownership represents seed capital that Janus Capital or an affiliate provided for the Fund. |
D-55
| Fund Name | Shareholder and Address of Record | Percentage Ownership | ||||
Janus Overseas Fund | State Street Bank & Trust As Cust FBO ADP Access Product Boston, MA | 28.94 | % | |||
| Hartford Life Insurance Co | 21.51 | % | ||||
| Separate Account DC IV | ||||||
Hartford, CT | ||||||
| UMB Bank NA | 6.46 | % | ||||
| FBO Fiduciary for Tax Deferred Accounts | ||||||
Topeka, KS | ||||||
| Nationwide Trust Company FSB | 5.93 | % | ||||
| Columbus, OH | ||||||
Janus Real Return Fund | Janus Capital Group Inc. Denver, CO | 99.43 | %* | |||
Janus Research Fund | UMB Bank NA FBO Fiduciary for Various Retirement Programs Topeka, KS | 31.44 | % | |||
| DCGT Trustee &/or Custodian | 23.50 | % | ||||
| FBO PLIC Various Retirement Plans Omnibus | ||||||
Des Moines, IA | ||||||
| Great-West Trust Company LLC Ttee | 20.05 | % | ||||
| Employee Benefits Clients 401K | ||||||
Greenwood Village, CO | ||||||
| American United Life Ins Co | 11.16 | % | ||||
| AUL American Group Ret Annuity | ||||||
| Indianapolis, IN | ||||||
Janus Short-Term Bond Fund | National Financial Services LLC For Exclusive Benefit of Our Customers Jersey City, NJ | 56.71 | % | |||
| Ascensus Trust Company | 16.42 | % | ||||
| FBO Kirst Construction 401K Plan XXXXX | ||||||
Fargo, ND | ||||||
| Charles Schwab & Co Inc. | 6.56 | % | ||||
| Special Custody Account | ||||||
| FBO Institutional Client Accounts | ||||||
| San Francisco, CA | ||||||
Janus Triton Fund | State Street Bank & Trust As Cust FBO ADP Access Product Boston, MA | 16.59 | % | |||
| DCGT Trustee &/or Custodian | 7.98 | % | ||||
| FBO PLIC Various Retirement Plans Omnibus | ||||||
Des Moines, IA | ||||||
| SunTrust Bank | 7.84 | % | ||||
| FBO Various SunTrust Omnibus Accounts | ||||||
Greenwood Village, CO | ||||||
| Great-West Trust Company LLC Ttee | 6.47 | % | ||||
| Employee Benefits Clients 401K | ||||||
| Greenwood Village, CO | ||||||
| * | This beneficial ownership represents seed capital that Janus Capital or an affiliate provided for the Fund. |
D-56
| Fund Name | Shareholder and Address of Record | Percentage Ownership | ||||
Janus Venture Fund | Great-West Trust Company LLC Ttee Employee Benefits Clients 401K Greenwood Village, CO | 24.00 | % | |||
| Great-West Trust Company LLC Ttee | 19.34 | % | ||||
| FBO Great West IRA Advantage | ||||||
| c/o FASCore LLC | ||||||
Greenwood Village, CO | ||||||
| Taynik & Co | 7.91 | % | ||||
| c/o Investors Bank & Trust | ||||||
Boston, MA | ||||||
| Great-West Life & Annuity | 7.02 | % | ||||
| FBO Future Funds II | ||||||
| Greenwood Village, CO | ||||||
Perkins Global Value Fund | LPL Financial Omnibus Customer Account San Diego, CA | 62.74 | % | |||
| TD Ameritrade | 20.63 | % | ||||
| FBO The B Family Trust | ||||||
| UA Nov 01, 2001 | ||||||
| D or DB TRs | ||||||
Shrewsbury, MA | ||||||
| TD Ameritrade | 8.03 | % | ||||
| FBO TH IRA | ||||||
| TD Ameritrade Clearing Custodian | ||||||
| Ventura, CA | ||||||
Perkins International Value Fund | Janus Capital Group Inc. Denver, CO | 90.99 | %* | |||
| National Financial Services LLC TR | 9.01 | % | ||||
| For Exclusive Benefit of Our Cust | ||||||
| Jersey City, NJ | ||||||
Perkins Large Cap Value Fund | Janus Capital Group Inc. Denver, CO | 100 | %* | |||
Perkins Mid Cap Value Fund | Great-West Trust Company LLC Ttee FBO Great West IRA Advantage c/o FASCore LLC Greenwood Village, CO | 19.51 | % | |||
| Massachusetts Mutual Life Insurance Company | 12.81 | % | ||||
Springfield, MA | ||||||
| Great-West Trust Company LLC Ttee | 8.18 | % | ||||
| Employee Benefits Clients 401K | ||||||
Greenwood Village, CO | ||||||
| Great West Life & Annuity | 7.46 | % | ||||
Greenwood Village, CO | ||||||
| UMB Bank NA | 6.54 | % | ||||
| FBO Fiduciary for Tax Deferred Acct | ||||||
| Topeka, KS | ||||||
| * | This beneficial ownership represents seed capital that Janus Capital or an affiliate provided for the Fund. |
D-57
| Fund Name | Shareholder and Address of Record | Percentage Ownership | ||||
Perkins Select Value Fund | Janus Capital Group Inc. Denver, CO | 100 | %* | |||
Perkins Small Cap Value Fund | VRSCO FBO AIGFSB Custodian Trustee FBO State Univ System of Florida 403B Houston, TX | 36.19 | % | |||
| State Street Bank & Trust As Cust | 16.22 | % | ||||
| FBO ADP Access Product | ||||||
Boston, MA | ||||||
| National Financial Svcs Corp | 6.68 | % | ||||
| For the Exclusive Benefit of Our Customers | ||||||
Jersey City, NJ | ||||||
| American United Life Insurance Co | 5.19 | % | ||||
| Group Retirement Annuity | ||||||
| Indianapolis, IN | ||||||
Perkins Value Plus Income Fund | Janus Capital Group Inc. Denver, CO | 99.93 | %* | |||
INTECH Emerging Markets Managed Volatility Fund | Janus Capital Group Inc. Denver, CO | 94.42 | %* | |||
INTECH Global Income Managed Volatility Fund | National Financial Services LLC For Exclusive Benefit of Our Cust Jersey City, NJ | 61.86 | % | |||
| LPL Financial | 23.93 | % | ||||
| Omnibus Customer Account | ||||||
San Diego, CA | ||||||
| Charles Schwab & Co Inc. | 8.74 | % | ||||
| Exclusive Benefit of Our Customers | ||||||
| Reinvest Account | ||||||
| San Francisco, CA | ||||||
INTECH International Managed | Charles Schwab & Co Inc. Exclusive Benefit of Our Customers Reinvest Account San Francisco, CA | 81.43 | % | |||
| LPL Financial | 13.81 | % | ||||
| Omnibus Customer Account | ||||||
| San Diego, CA | ||||||
INTECH U.S. Core Fund | Charles Schwab & Co Inc. Exclusive Benefit of Our Customers Reinvest Account San Francisco, CA | 47.12 | % | |||
| National Financial Services Co | 33.84 | % | ||||
| For the Exclusive Benefit of Our Customers | ||||||
| Jersey City, NJ | ||||||
INTECH U.S. Managed Volatility Fund | Charles Schwab & Co Inc. Exclusive Benefit of Our Customers Reinvest Account San Francisco, CA | 69.08 | % | |||
| LPL Financial | 16.55 | % | ||||
| Omnibus Customer Account | ||||||
San Diego, CA | ||||||
| National Financial Services Co | 11.48 | % | ||||
| For the Exclusive Benefit of Our Customers | ||||||
| Jersey City, NJ | ||||||
| * | This beneficial ownership represents seed capital that Janus Capital or an affiliate provided for the Fund. |
D-58
| Fund Name | Shareholder and Address of Record | Percentage Ownership | ||||
Janus Adaptive Global Allocation Fund | Janus Capital Group Inc. Denver, CO | 99.53 | %* | |||
Janus Asia Equity Fund | Charles Schwab & Co Inc. Exclusive Benefit of Our Customers Reinvest Account San Francisco, CA | 49.49 | % | |||
| TD Ameritrade Inc. | 23.06 | % | ||||
| For the Exclusive Benefit of Our Clients | ||||||
Omaha, NE | ||||||
| Pershing LLC | 8.84 | % | ||||
Jersey City, NJ | ||||||
| Pershing LLC | 7.65 | % | ||||
| Jersey City, NJ | ||||||
Janus Balanced Fund | Charles Schwab & Co Inc. Exclusive Benefit of Our Customers Reinvest Account San Francisco, CA | 44.48 | % | |||
| National Financial Services LLC | 29.90 | % | ||||
| For the Exclusive Benefit of Our Customers | ||||||
| Jersey City, NJ | ||||||
Janus Contrarian Fund | Charles Schwab & Co Inc. Exclusive Benefit of Our Customers Reinvest Account San Francisco, CA | 37.08 | % | |||
| National Financial Services LLC | 36.22 | % | ||||
| For the Exclusive Benefit of Our Customers | ||||||
Jersey City, NJ | ||||||
| TD Ameritrade Inc. | 5.31 | % | ||||
| For the Exclusive Benefit of Our Clients | ||||||
| Omaha, NE | ||||||
Janus Diversified Alternatives Fund | Janus Capital Group Inc. Denver, CO | 80.08 | %* | |||
| TD Ameritrade Inc. | 7.10 | % | ||||
| For the Exclusive Benefit of Our Clients | ||||||
Omaha, NE | ||||||
| LPL Financial | 6.86 | % | ||||
| Omnibus Customer Account | ||||||
| San Diego, CA | ||||||
Janus Emerging Markets Fund | Charles Schwab & Co Inc. Exclusive Benefit of Our Customers Reinvest Account San Francisco, CA | 52.43 | % | |||
| National Financial Services LLC | 39.80 | % | ||||
| For Exclusive Benefit of Our Cust | ||||||
| Jersey City, NJ | ||||||
Janus Enterprise Fund | National Financial Services LLC For the Exclusive Benefit of Our Customers Jersey City, NJ | 48.49 | % | |||
| Charles Schwab & Co Inc. | 29.34 | % | ||||
| Exclusive Benefit of Our Customers | ||||||
| Reinvest Account | ||||||
| San Francisco, CA | ||||||
| * | This beneficial ownership represents seed capital that Janus Capital or an affiliate provided for the Fund. |
D-59
| Fund Name | Shareholder and Address of Record | Percentage Ownership | ||||
Janus Flexible Bond Fund | National Financial Services Co For the Exclusive Benefit of Our Customers Jersey City, NJ | 38.22 | % | |||
| Charles Schwab & Co Inc. | 22.71 | % | ||||
| Exclusive Benefit of Our Customers | ||||||
| Reinvest Account | ||||||
San Francisco, CA | ||||||
| TD Ameritrade Inc. | 11.14 | % | ||||
| For the Exclusive Benefit of Our Clients | ||||||
Omaha, NE | ||||||
| LPL Financial | 8.52 | % | ||||
| Omnibus Customer Account | ||||||
| San Diego, CA | ||||||
Janus Forty Fund | Charles Schwab & Co Inc. Exclusive Benefit of Our Customers Reinvest Account San Francisco, CA | 44.16 | % | |||
| National Financial Services Co | 19.43 | % | ||||
| For the Exclusive Benefit of Our Customers | ||||||
Jersey City, NJ | ||||||
| Great-West Trust Company LLC | 10.73 | % | ||||
| Trust/Retirement Plans | ||||||
Greenwood Village, CO | ||||||
| LPL Financial | 9.95 | % | ||||
| Omnibus Customer Account | ||||||
| San Diego, CA | ||||||
Janus Fund | Charles Schwab & Co Inc. Exclusive Benefit of Our Customers Reinvest Account San Francisco, CA | 43.57 | % | |||
| National Financial Services LLC | 25.28 | % | ||||
| For Exclusive Benefit of Our Customers | ||||||
| Jersey City, NJ | ||||||
Janus Global Allocation Fund – Conservative | Charles Schwab & Co Inc. Exclusive Benefit of Our Customers Reinvest Account San Francisco, CA | 55.47 | % | |||
| National Financial Services Co | 17.09 | % | ||||
| For the Exclusive Benefit of Our Customers | ||||||
Jersey City, NJ | ||||||
| Pershing LLC | 6.33 | % | ||||
Jersey City, NJ | ||||||
| TD Ameritrade Inc. | 5.61 | % | ||||
| For the Exclusive Benefit of Our Clients | ||||||
| Omaha, NE | ||||||
D-60
| Fund Name | Shareholder and Address of Record | Percentage Ownership | ||||
Janus Global Allocation Fund – | Charles Schwab & Co Inc. Exclusive Benefit of Our Customers Reinvest Account San Francisco, CA | 28.44 | % | |||
| National Financial Services Co | 25.01 | % | ||||
| For the Exclusive Benefit of Our Customers | ||||||
Jersey City, NJ | ||||||
| TD Ameritrade Inc. | 8.27 | % | ||||
| For the Exclusive Benefit of Our Clients | ||||||
Omaha, NE | ||||||
| State Street Bank & Trust As Cust | 5.80 | % | ||||
| FBO ADP Access Product | ||||||
Boston, MA | ||||||
| Pershing LLC | 5.19 | % | ||||
| Jersey City, NJ | ||||||
Janus Global Allocation Fund – | National Financial Services Co For the Exclusive Benefit of Our Customers Jersey City, NJ | 37.70 | % | |||
| Charles Schwab & Co Inc. | 19.16 | % | ||||
| Exclusive Benefit of Our Customers | ||||||
| Reinvest Account | ||||||
San Francisco, CA | ||||||
| LPL Financial | 12.76 | % | ||||
| Omnibus Customer Account | ||||||
San Diego, CA | ||||||
| TD Ameritrade Inc. | 6.68 | % | ||||
| For the Exclusive Benefit of Our Clients | ||||||
| Omaha, NE | ||||||
Janus Global Bond Fund | LPL Financial Omnibus Customer Account San Diego, CA | 55.73 | % | |||
| National Financial Services LLC | 19.56 | % | ||||
| For Exclusive Benefit of Our Cust | ||||||
Jersey City, NJ | ||||||
| Charles Schwab & Co Inc. | 12.12 | % | ||||
| Exclusive Benefit of Our Customers | ||||||
| Reinvest Account | ||||||
| San Francisco, CA | ||||||
Janus Global Life Sciences Fund | Charles Schwab & Co Inc. Exclusive Benefit of Our Customers Reinvest Account San Francisco, CA | 49.69 | % | |||
| National Financial Services LLC | 31.36 | % | ||||
| For the Exclusive Benefit of Our Customers | ||||||
Jersey City, NJ | ||||||
| TD Ameritrade Inc. | 5.06 | % | ||||
| For the Exclusive Benefit of Our Clients | ||||||
| Omaha, NE | ||||||
D-61
| Fund Name | Shareholder and Address of Record | Percentage Ownership | ||||
Janus Global Real Estate Fund | Charles Schwab & Co Inc. Exclusive Benefit of Our Customers Reinvest Account San Francisco, CA | 80.01 | % | |||
| National Financial Services Co | 11.40 | % | ||||
| For the Exclusive Benefit of Our Customers | ||||||
| Jersey City, NJ | ||||||
Janus Global Research Fund | Charles Schwab & Co Inc. Exclusive Benefit of Our Customers Reinvest Account San Francisco, CA | 41.74 | % | |||
| National Financial Services LLC | 29.91 | % | ||||
| For Exclusive Benefit of Our Customers | ||||||
| Jersey City, NJ | ||||||
Janus Global Select Fund | Charles Schwab & Co Inc. Exclusive Benefit of Our Customers Reinvest Account San Francisco, CA | 40.43 | % | |||
| National Financial Services Co | 32.15 | % | ||||
| For the Exclusive Benefit of Our Customers | ||||||
Jersey City, NJ | ||||||
| TD Ameritrade Inc. | 7.58 | % | ||||
| For the Exclusive Benefit of Our Clients | ||||||
| Omaha, NE | ||||||
Janus Global Technology Fund | Charles Schwab & Co Inc. Exclusive Benefit of Our Customers Reinvest Account San Francisco, CA | 49.79 | % | |||
| National Financial Services LLC | 24.68 | % | ||||
| For the Exclusive Benefit of Our Customers | ||||||
Jersey City, NJ | ||||||
| TD Ameritrade Inc. | 6.37 | % | ||||
| For the Exclusive Benefit of Our Clients | ||||||
| Omaha, NE | ||||||
Janus Global Unconstrained Bond Fund | National Financial Svcs Corp For the Exclusive Benefit of Our Customers Jersey City, NJ | 30.84 | % | |||
| Charles Schwab & Co Inc. | 27.20 | % | ||||
| Reinvest Account | ||||||
San Francisco, CA | ||||||
| Janus Capital Group Inc. | 13.46 | %* | ||||
Denver, CO | ||||||
| LPL Financial | 11.97 | % | ||||
| Omnibus Customer Account | ||||||
San Diego, CA | ||||||
| TD Ameritrade Inc. | 9.73 | % | ||||
| For the Exclusive Benefit of Our Clients | ||||||
| Omaha, NE | ||||||
| * | This beneficial ownership represents seed capital that Janus Capital or an affiliate provided for the Fund. |
D-62
| Fund Name | Shareholder and Address of Record | Percentage Ownership | ||||
Janus Government Money Market Fund | National Financial Services LLC For the Exclusive Benefit of Our Customers Jersey City, NJ | 48.76 | % | |||
| TD Ameritrade Inc. | 14.01 | % | ||||
| For the Exclusive Benefit of Our Clients | ||||||
Omaha, NE | ||||||
| UBS WM USA | 12.52 | % | ||||
| 0O0 11011 6100 | ||||||
| Omni Account M/F | ||||||
Jersey City, NJ | ||||||
| Pershing LLC | 7.19 | % | ||||
| Jersey City, NJ | ||||||
Janus Growth and Income Fund | Charles Schwab & Co Inc. Exclusive Benefit of Our Customers Reinvest Account San Francisco, CA | 47.91 | % | |||
| National Financial Services LLC | 28.32 | % | ||||
| For Exclusive Benefit of Our Customers | ||||||
| Jersey City, NJ | ||||||
Janus High-Yield Fund | National Financial Services LLC For the Exclusive Benefit of Our Customers Jersey City, NJ | 60.70 | % | |||
| Charles Schwab & Co Inc. | 24.42 | % | ||||
| Exclusive Benefit of Our Customers | ||||||
| Reinvest Account | ||||||
San Francisco, CA | ||||||
| TD Ameritrade Inc. | 6.72 | % | ||||
| For the Exclusive Benefit of Our Clients | ||||||
| Omaha, NE | ||||||
Janus International Equity Fund | Charles Schwab & Co Inc. Exclusive Benefit of Our Customers Reinvest Account San Francisco, CA | 50.35 | % | |||
| National Financial Services Co | 20.55 | % | ||||
| For the Exclusive Benefit of Our Customers | ||||||
Jersey City, NJ | ||||||
| LPL Financial | 8.28 | % | ||||
| Omnibus Customer Account | ||||||
San Diego, CA | ||||||
| FIIOC | 5.31 | % | ||||
| FBO Allsup Inc. Retirement Savings Plan | ||||||
| Covington, KY | ||||||
Janus Money Market Fund | BNYM IS Trust Co FBO Wrap Clients King of Prussia, PA | 43.11 | % | |||
| Bank of New York As Cust | 23.40 | % | ||||
| For Mass Mutual Life Insurance Co | ||||||
New York, NY | ||||||
| Bank of New York Mellon Cust | 23.40 | % | ||||
| For NY Life Ins Co As Depositor | ||||||
New York, NY | ||||||
| National Financial Services LLC | 5.23 | % | ||||
| For the Exclusive Benefit of Our Customers | ||||||
| Jersey City, NJ | ||||||
D-63
| Fund Name | Shareholder and Address of Record | Percentage Ownership | ||||
Janus Multi-Sector Income Fund | National Financial Svcs Corp For the Exclusive Benefit of Our Customers Jersey City, NJ | 87.01 | % | |||
| Janus Capital Group Inc. | 7.87 | %* | ||||
| Denver, CO | ||||||
Janus Overseas Fund | Charles Schwab & Co Inc. Exclusive Benefit of Our Customers Reinvest Account San Francisco, CA | 41.73 | % | |||
| National Financial Services LLC | 35.36 | % | ||||
| For the Exclusive Benefit of Our Customers | ||||||
| Jersey City, NJ | ||||||
Janus Real Return Fund | Janus Capital Group Inc. Denver, CO | 68.16 | %* | |||
| Charles Schwab & Co Inc. | 11.74 | % | ||||
| Exclusive Benefit of Our Customers | ||||||
| Reinvest Account | ||||||
San Francisco, CA | ||||||
| National Financial Services LLC | 8.42 | % | ||||
| For the Exclusive Benefit of Our Customers | ||||||
Jersey City, NJ | ||||||
| LPL Financial | 8.26 | % | ||||
| Omnibus Customer Account | ||||||
| San Diego, CA | ||||||
Janus Research Fund | Charles Schwab & Co Inc. Exclusive Benefit of Our Customers Reinvest Account San Francisco, CA | 45.22 | % | |||
| National Financial Services LLC | 31.05 | % | ||||
| For the Exclusive Benefit of Our Customers | ||||||
| Jersey City, NJ | ||||||
Janus Short-Term Bond Fund | National Financial Services LLC For the Exclusive Benefit of Our Customers Jersey City, NJ | 58.86 | % | |||
| Charles Schwab & Co Inc. | 25.42 | % | ||||
| Exclusive Benefit of Our Customers | ||||||
| Reinvest Account | ||||||
San Francisco, CA | ||||||
| TD Ameritrade Inc. | 6.95 | % | ||||
| For the Exclusive Benefit of Our Clients | ||||||
| Omaha, NE | ||||||
Janus Triton Fund | National Financial Services Co For the Exclusive Benefit of Our Customers Jersey City, NJ | 51.74 | % | |||
| Charles Schwab & Co Inc. | 27.05 | % | ||||
| Exclusive Benefit of Our Customers | ||||||
| Reinvest Account | ||||||
| San Francisco, CA | ||||||
| * | This beneficial ownership represents seed capital that Janus Capital or an affiliate provided for the Fund. |
D-64
| Fund Name | Shareholder and Address of Record | Percentage Ownership | ||||
Janus Twenty Fund | Charles Schwab & Co Inc. Exclusive Benefit of Our Customers Reinvest Account San Francisco, CA | 24.21 | % | |||
| National Financial Services Co | 20.49 | % | ||||
| For the Exclusive Benefit of Our Customers | ||||||
Jersey City, NJ | ||||||
| Minnesota State Retirement System | 18.42 | % | ||||
| Defined Contribution Plans | ||||||
| St. Paul, MN | ||||||
Janus Venture Fund | Charles Schwab & Co Inc. Exclusive Benefit of Our Customers Reinvest Account San Francisco, CA | 50.45 | % | |||
| National Financial Services Co | 31.78 | % | ||||
| For the Exclusive Benefit of Our Customers | ||||||
| Jersey City, NJ | ||||||
Perkins Global Value Fund | Charles Schwab & Co Inc. Exclusive Benefit of Our Customers Reinvest Account San Francisco, CA | 53.55 | % | |||
| LPL Financial | 21.00 | % | ||||
| Omnibus Customer Account | ||||||
San Diego, CA | ||||||
| National Financial Services Co | 9.91 | % | ||||
| For the Exclusive Benefit of Our Customers | ||||||
Jersey City, NJ | ||||||
| TD Ameritrade Inc. | 7.70 | % | ||||
| For the Exclusive Benefit of Our Clients | ||||||
| Omaha, NE | ||||||
Perkins International Value Fund | Charles Schwab & Co Inc. Reinvest Account San Francisco, CA | 47.83 | % | |||
| LPL Financial | 25.93 | % | ||||
| Omnibus Customer Account | ||||||
San Diego, CA | ||||||
| National Financial Services Co | 17.01 | % | ||||
| For the Exclusive Benefit of Our Customers | ||||||
Jersey City, NJ | ||||||
| Vanguard Brokerage Services | 8.90 | % | ||||
| Account XXXX-XXXX | ||||||
| Valley Forge, PA | ||||||
Perkins Large Cap Value Fund | LPL Financial Omnibus Customer Account San Diego, CA | 48.05 | % | |||
| National Financial Services Co | 25.31 | % | ||||
| For the Exclusive Benefit of Our Customers | ||||||
Jersey City, NJ | ||||||
| Charles Schwab & Co Inc. | 15.14 | % | ||||
| Exclusive Benefit of Our Customers | ||||||
| Reinvest Account | ||||||
| San Francisco, CA | ||||||
D-65
| Fund Name | Shareholder and Address of Record | Percentage Ownership | ||||
Perkins Mid Cap Value Fund | Charles Schwab & Co Inc. Reinvest Account San Francisco, CA | 39.70 | % | |||
| National Financial Svcs Corp | 39.08 | % | ||||
| For the Exclusive Benefit of Our Customers | ||||||
| Jersey City, NJ | ||||||
Perkins Select Value Fund | Charles Schwab & Co Inc. Exclusive Benefit of Our Customers Reinvest Account San Francisco, CA | 59.73 | % | |||
| National Financial Services LLC | 30.71 | % | ||||
| For Exclusive Benefit of Our Cust | ||||||
| Jersey City, NJ | ||||||
Perkins Small Cap Value Fund | National Financial Services Co For the Exclusive Benefit of Our Customers Jersey City, NJ | 34.34 | % | |||
| Charles Schwab & Co Inc. | 26.76 | % | ||||
| Reinvest Account | ||||||
San Francisco, CA | ||||||
| Wells Fargo Bank | 8.08 | % | ||||
| FBO Various Retirement Plans | ||||||
| 9888888836 NC-1151 | ||||||
Charlotte, NC | ||||||
| OK Pub Emp Ret Sys Brd of Trustees | 5.49 | % | ||||
| FBO OK St Emp DCP SoonerSave 457 | ||||||
| c/o FASCore LLC | ||||||
| Greenwood Village, CO | ||||||
Perkins Value Plus Income Fund | National Financial Services LLC For Exclusive Benefit of Our Cust Jersey City, NJ | 34.57 | % | |||
| Charles Schwab & Co Inc. | 19.91 | % | ||||
| Exclusive Benefit of Our Customers | ||||||
| Reinvest Account | ||||||
San Francisco, CA | ||||||
| Pershing LLC | 9.62 | % | ||||
Jersey City, NJ | ||||||
| TD Ameritrade Inc. | 9.49 | % | ||||
| For the Exclusive Benefit of Our Clients | ||||||
Omaha, NE | ||||||
| RBC Capital Markets LLC | 7.68 | % | ||||
| Mutual Fund Omnibus | ||||||
| Minneapolis, MN | ||||||
D-66
Form of
EVERY SHAREHOLDER’S VOTE IS IMPORTANT
EASY VOTING OPTIONS: | ||||
| VOTE ON THE Log on to: www.proxy-direct.com or scan the QR code Follow the on-screen instructions available 24 hours | |||
| VOTE BY PHONE Call 1-800-337-3503 Follow the recorded instructions available 24 hours | |||
| VOTE BY MAIL Vote, sign and Card and return in the postage-paid envelope | |||
| VOTE IN PERSON Attend Shareholder Meeting 150 Clayton Lane Denver, CO 80206 on June 14, 2016 | |||
Please detach at least annually by the Trustees for a one-year term
and may also be elected from time to time by the Trustees for an interim
period.
** Mr. Iseman resigned his positions with Janus Capital Group Inc. and its
subsidiaries effective April 2008.
E-4
EXHIBIT F
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 that generally include: (i) claims by a
putative class of investors in certain Janus funds asserting claimsperforation before mailing.
| JANUS INVESTMENT FUND | PROXY | |||
| JOINT SPECIAL MEETING OF SHAREHOLDERS | ||||
| TO BE HELD ON JUNE 14, 2016 |
This Proxy is solicited on behalf of the investor class (Marini, et al. v.Trustees of Janus Investment Fund, et al., U.S.
District Court, District of Maryland, Case No. 04-CV-00497); (ii) derivative
claims by investors in certain Janus funds ostensibly on behalf of such funds
(Steinberg et al. v. Janus Capital Management, LLC et al., U.S. District Court,
District of Maryland, Case No. 04-CV-00518); (iii) claims on behalf of
participants in the Janus 401(k) plan (Wangberger v. Janus Capital Group Inc.,
401(k) Advisory Committee, et al., U.S. District Court, District of Maryland,
Case No. JFM-05-2711); (iv) claims brought on behalf of shareholders of Janus
Capital Group Inc. ("JCGI") on a derivative basis against the Board of Directors
of JCGI (Chasen v. Whiston, et al., U.S. District Court, District of Maryland,
Case No. 04-MD-00855); and (v) claims by a putative class of shareholders of
JCGI asserting claims on behalf of the shareholders (Wiggins, et al. v. Janus
Capital Group, Inc., et al., U.S. District Court, District of Maryland, Case No.
04-CV-00818). Each of the five complaints initially named JCGI and/or Janus
Capital as a defendant. In addition, the following were also named as defendants
in one or more of the actions: Janus Investment Fund ("JIF"), Janus Aspen Series
("JAS"), Janus Adviser Series ("JAD"), Janus Distributors LLC, Enhanced
Investment Technologies, LLC ("INTECH"), Bay Isle Financial LLC ("Bay Isle"),
Perkins, Wolf, McDonnell and Company, LLC ("Perkins"), the Advisory Committee of
the Janus 401(k) plan, and the current or former directors of JCGI.
On August 25, 2005, the Court entered orders dismissing most of the claims
asserted against Janus Capital and its affiliates by fund investors in the
Marini and Steinberg cases (actions (i) and (ii) above) except certain claims
under Sec-
F-1
tion 10(b) of the Securities Exchange Act of 1934 and under Section 36(b) of the
Investment Company Act of 1940, as amended (the "1940 Act"). A currently pending
Motion for Summary Judgment is seeking dismissal of the remaining claims. On
August 15, 2006, the Wangberger complaint in the 401(k) plan class action
(action (iii) above) was dismissed by the Court with prejudice. The plaintiff
appealed that dismissal decision to the United States Court of Appeals for the
Fourth Circuit, which recently remanded the case back to the Court for further
proceedings. The Court also dismissed the Chasen lawsuit (action (iv) above)
against JCGI's Board of Directors without leave to amend. Finally, a Motion to
Dismiss the Wiggins suit (action (v) above) was granted and the matter was
dismissed in May 2007. However, in June 2007, Plaintiffs appealed that dismissal
to the United States Court of Appeals for the Fourth Circuit. That appeal is
currently pending.
In addition to the lawsuits described above, the Auditor of the State of
West Virginia ("Auditor"), in his capacity as securities commissioner, has
initiated administrative proceedings against many of the defendants in the
market timing cases (including JCGI and Janus Capital) and, as a part of its
relief, is seeking disgorgement and other monetary relief based on similar
market timing allegations (In the Matter of Janus Capital Group Inc. et al.,
Before the Securities Commissioner, State of West Virginia, Summary Order No.
05-1320). The respondents in these proceedings collectively sought a Writ of
Prohibition in state court, which was denied. Their subsequent Petition for
Appeal was also denied. Consequently, in September 2006, JCGI and Janus Capital
filed their answer to the Auditor's summary order instituting proceedings and
requested a hearing. A status conference was held on June 28, 2007, during which
the parties were ordered to submit their proposed scheduling order. To date, no
scheduling order has been entered in the case. In addition to the pending Motion
to Discharge Order to Show Cause, JCGI and Janus Capital, as well as other
similarly situated defendants, continue to challenge the statutory authority of
the Auditor to bring such an action.
During 2007, two lawsuits were filed against Janus Management Holdings
Corporation ("Janus Holdings"), an affiliate of JCGI, by former Janus portfolio
managers, alleging that Janus Holdings unilaterally implemented certain changes
to compensation in violation of prior agreements (Edward Keely v. Janus
Holdings, Denver District Court, Case No. 2007CV7366; Tom Malley v. Janus
Holdings, Denver District Court, Case No. 2007CV10719). These complaints allege
some or all of the following claims: (1) breach of contract; (2) willful and
wanton breach of contract; (3) breach of good faith and fair dealing; and (4)
estoppel. Janus Holdings filed Answers to these complaints denying any liability
for these claims and intends to vigorously defend against the allegations.
Additional lawsuits may be filed against certain of the Janus funds, Janus
Capital, and related parties in the future. Janus Capital does not currently
believe that these pending actions will materially affect its ability to
continue providing services it has agreed to provide to the Janus funds.
F-2
FORM OF PROXY CARD
PROXY TABULATOR
P.O. BOX 859232 EVERY SHAREHOLDER'S VOTE IS IMPORTANT
BRAINTREE, MA 02185-9232 *** 3 EASY WAYS TO VOTE YOUR PROXIES ***
VOTE VIA THE TELEPHONE VOTE VIA THE INTERNET VOTE BY MAIL
1) Read the Proxy 1) Read the Proxy 1) Read the Proxy
Statement and have Statement and have Statement
this card at hand this card at hand 2) Mark the appropriate
2) Call toll-free at 2) Log on to boxes on this proxy
1-800-966-8932 and WWW.2VOTEFUNDPROXY.COM card
follow the recorded and follow the 3) Sign and date this
instructions on-screen proxy card
3) If you vote via the instructions 4) Mail your completed
telephone, you do not 3) If you vote via the proxy card in the
need to mail this Internet, you do not enclosed envelope
proxy card need to mail this
proxy card
PROXY JANUS MID CAP VALUE FUND PROXY
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD OCTOBER 30, 2008
THIS PROXY IS SOLICITED ON BEHALF OF THE TRUSTEES OF JANUS INVESTMENT FUND. Fund.Robin C. Beery,Bruce Koepfgen, Stephanie Grauerholz, and 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 Joint Special Meeting of Shareholders ("Meeting"(the “Meeting”) of Janus Mid Cap ValueInvestment Fund (the “Trust,” each separate series thereof, a “Fund”), to be held at the JW Marriott Hotel, 150 Clayton Lane, Denver, COColorado, 80206 on October 30, 2008June 14, 2016 at 10:9:00 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. The undersigned hereby acknowledges receipt
Receipt of the Notice of a Joint Special Meeting and the accompanying Joint Proxy Statement and Noticeis hereby acknowledged. The shares of Special Meeting.
NOTE: Please sign exactlyJanus Investment Fund represented hereby will be voted as your name(s)
appears onindicated or FOR the Proxy.proposal if no choice is indicated.
| VOTE VIA THE INTERNET: www.proxy-direct.com | ||||
VOTE VIA THE TELEPHONE: 1-800-337-3503 | ||||
Note: Please sign exactly as your name(s) appears on the Proxy Card. If you are signing this Proxy Card 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 and Title, if applicable | ||||
| Signature (if held jointly) | ||||
| Date | JAN_27756_042116 | |||
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD USING THE ENCLOSED ENVELOPE.
EVERY SHAREHOLDER’S VOTE IS IMPORTANT
Important Notice Regarding the Availability of Proxy Materials for
Janus Investment Fund
Joint Special Meeting of Shareholders to Be Held on June 14, 2016.
The Joint Proxy Statement for this Meeting is available at:
https://www.proxy-direct.com/jan-27756
| FUNDS | FUNDS | FUNDS | ||
Janus Adaptive Global Allocation Fund Janus Contrarian Fund Janus Enterprise Fund Janus Fund Janus Global Allocation Fund – Moderate Janus Global Real Estate Fund Janus Global Technology Fund Janus Growth and Income Fund Janus Money Market Fund Janus Real Return Fund Janus Triton Fund INTECH Emerging Markets Managed Volatility Fund INTECH U.S. Core Fund Perkins International Value Fund Perkins Select Value Fund | Janus Asia Equity Fund Janus Diversified Alternatives Fund Janus Flexible Bond Fund Janus Global Allocation Fund – Conservative Janus Global Bond Fund Janus Global Research Fund Janus Global Unconstrained Bond Fund Janus High-Yield Fund Janus Multi-Sector Income Fund Janus Research Fund Janus Twenty Fund INTECH Global Income Managed Volatility Fund INTECH U.S. Managed Volatility Fund Perkins Large Cap Value Fund Perkins Small Cap Value Fund | Janus Balanced Fund Janus Emerging Markets Fund Janus Forty Fund Janus Global Allocation Fund – Growth Janus Global Life Sciences Fund Janus Global Select Fund Janus Government Money Market Fund Janus International Equity Fund Janus Overseas Fund Janus Short-Term Bond Fund Janus Venture Fund INTECH International Managed Volatility Fund Perkins Global Value Fund Perkins Mid Cap Value Fund Perkins Value Plus Income Fund |
Please detach at perforation before mailing.
When this Proxy for a corporation, estate, trust
or in other fiduciary capacity, for example,Card is properly executed, the shares represented hereby will be voted as a trustee, please state that capacity or
title along with your signature.
------------------------ -----------------
Signature Date
------------------------ -----------------
Signature (Joint Owners) Date
JIF-MCV-PXC
WHEN THIS PROXY IS PROPERLY EXECUTED,specified. If no specification is made, this Proxy Card will be voted “For” the Proposal set forth below.
TO VOTE, MARK THE SHARES REPRESENTED HEREBY WILL BE
VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED FOR
THE PROPOSALS SET FORTH BELOW.
PLEASE MARK A BOXBOXES BELOW IN BLUE OR BLACK INK AS FOLLOWS. EXAMPLE: [X]
FOR AGAINST ABSTAIN
1. Approve a new subadvisory agreement between
Janus Capital Management LLC and Perkins,
Wolf, McDonnell and Company, LLC, with respect [ ] [ ] [ ]
to Janus Mid Cap Value Fund, so that Perkins,
Wolf, McDonnell and Company, LLC can continue
to serve as Janus Mid Cap Value Fund's
subadviser.
2. NOT APPLICABLE
3. Approve an amended and restated investment
advisory agreement between Janus Capital
Management LLC and Janus Investment Fund, on [ ] [ ] [ ]
behalf of Janus Mid Cap Value Fund, to
reallocate the obligation to compensate any
subadviser engaged by Janus Capital.
4. NOT APPLICABLE
YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARESINK. Example: ¢
1. | To elect eight Trustees: | FOR | WITHHOLD | FOR ALL | ||||||||||
| ALL | ALL | EXCEPT | ||||||||||||
| 01. Alan A. Brown | 02. William D. Cvengros | 03. Raudline Etienne | ¨ | ¨ | ¨ | |||||||||
| 04. William F. McCalpin | 05. Gary A. Poliner | 06. James T. Rothe | ||||||||||||
| 07. William D. Stewart | 08. Linda S. Wolf | |||||||||||||
INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), mark the box “FOR ALL EXCEPT” and write the nominee’s number on the line provided below. | ||||||||||||||
WE URGE YOU OWN. IF YOU ARE NOT VOTING
BY TELEPHONE OR INTERNET, PLEASETO SIGN, DATE AND DATEMAIL THIS PROXY CARD ON THE REVERSE
SIDE AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE.
PLEASE SIGN ON THE REVERSE SIDE OF THIS CARD
JIF-MCV-PXC
FORM OF PROXY CARD
PROXY TABULATOR
P.O. BOX 859232 EVERY SHAREHOLDER'S VOTE IS IMPORTANT
BRAINTREE, MA 02185-9232 *** 3 EASY WAYS TO VOTE YOUR PROXIES ***
VOTE VIA THE TELEPHONE VOTE VIA THE INTERNET VOTE BY MAIL
1) Read the Proxy 1) Read the Proxy 1) Read the Proxy
Statement and have Statement and have Statement
this card at hand this card at hand 2) Mark the appropriate
2) Call toll-free at 2) Log on to boxes on this proxy
1-800-966-8932 and WWW.2VOTEFUNDPROXY.COM card
follow the recorded and follow the 3) Sign and date this
instructions on-screen proxy card
3) If you vote via the instructions 4) Mail your completed
telephone, you do not 3) If you vote via the proxy card in the
need to mail this Internet, you do not enclosed envelope
proxy card need to mail this
proxy card
PROXY JANUS SMALL CAP VALUE FUND PROXY
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD OCTOBER 30, 2008
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 Meeting of Shareholders
("Meeting") of Janus Small Cap Value Fund to be held at the JW Marriott Hotel,
150 Clayton Lane, Denver, CO on October 30, 2008 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. The undersigned hereby acknowledges receipt of the accompanying Proxy
Statement and Notice of Special Meeting.
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.
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Signature Date
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Signature (Joint Owners) Date
JIF-SCV-PXC
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 PROPOSALS SET FORTH BELOW.
PLEASE MARK A BOX BELOW IN BLUE OR BLACK INK AS FOLLOWS. EXAMPLE: [X]
FOR AGAINST ABSTAIN
1. NOT APPLICABLE
2. Approve a new subadvisory agreement between
Janus Capital Management LLC and Perkins,
Wolf, McDonnell and Company, LLC, with respect [ ] [ ] [ ]
to Janus Small Cap Value Fund, so that
Perkins, Wolf, McDonnell and Company, LLC can
continue to serve as Janus Small Cap Value
Fund's subadviser.
3. NOT APPLICABLE
4. Approve an amended and restated investment
advisory agreement between Janus Capital
Management LLC and Janus Investment Fund, on
behalf of Janus Small Cap Value Fund, to
reallocate the obligation to compensate any [ ] [ ] [ ]
subadviser engaged by Janus Capital, and 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, the Russell 2000(R) Value
Index.
YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN. IF YOU ARE NOT VOTING
BY TELEPHONE OR INTERNET, PLEASE SIGN AND DATE THIS PROXY CARD ON THE REVERSE
SIDE AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE.
PLEASE SIGN ON THE REVERSE SIDE OF THIS CARD
JIF-SCV-PXC