UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to SectionSchedule 14(a) of the
Securities and Exchange Act of 1934
(Amendment No. )
Filed by the Registrant x☒ Filed by a Party other than the Registrant ¨☐
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Preliminary Proxy Statement | ||
Confidential, | ||
Definitive Proxy Statement | ||
Definitive Additional Materials | ||
Soliciting Material Pursuant to |
Janus Investment Fund
(Exact Name of Registrant as Specified in Charter)
151 Detroit Street, Denver, Colorado 80206-4805
(AddressName of Principal Executive Offices)
303-333-3863
(Registrant’s Telephone No., including Area Code)
Stephanie Grauerholz — 151 Detroit Street, Denver, Colorado 80206-4805
(Name and Address of Agent for Service)Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | ||||
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For shareholders of Janus |
May 5, 2016[, 2019]
Dear Shareholder:
As a shareholder of one or more Janus mutual funds,Henderson Select Value Fund (the “Fund”), the Board of Trustees for your Fund is requesting that you vote on a proposal to elect eight Trustees to serve on the Board of Trustees of your Fund. The proposalthat will be presented to shareholders at a joint Special Meeting of Shareholders to be held on June 14, 2016.July 11, 2019. The proposal is briefly summarized below and in the Synopsis section that precedes the enclosed joint proxy statement (the “Proxy Statement”). The Proxy Statement includes a detailed discussion of the proposal, which you should read carefully.
At the meeting, Fund shareholders are being asked to approve an amended and restated investment advisory agreement (the “Amended Advisory Agreement”) that reflects a new benchmark index for purposes of calculating the performance-based investment advisory fee the Fund pays to Janus Capital Management LLC (“Janus Capital”), the Fund’s investment adviser. This change is being recommended in connection with changes to the investment strategies of the Fund, as described below and in greater detail in the Proxy Statement.
Janus Capital, in consultation with Perkins Investment Management LLC (“Perkins”), the Fund’ssub-adviser, has proposed, and the Board of Trustees of the Fund has approved, a change to the Fund’s principal investment strategies. Currently, the Fund invests primarily in common stocks of companies of any size whose stock prices are believed to be undervalued by the portfolio manager. Following the strategy change, the Fund will invest, under normal circumstances, at least 80% of its net assets in common stocks of companies that are small- andmid-capitalization stocks and whose stock prices are believed to be undervalued by the portfolio manager. The change in strategy is designed to create potential asset growth through increased sales for the Fund, potentially resulting in increased operational efficiencies, given current marketplace demands for the new strategy. The proposed benchmark index for purposes of calculating the performance-based investment advisory fee, the Russell 2500TM Value Index, is more closely aligned with a small- andmid-cap stock focus, and is proposed to replace the Russell 3000® Value Index, the current benchmark.Whilethe investment strategy changes do not require shareholder approval, such changes will only take effect if shareholders approve the Amended Advisory Agreement.
The Board of Trustees recommends that you vote to approve the proposal as presented.
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 Funds believeFund believes that the proposal is in the best interest of eachthe Fund and its shareholders and havehas recommended that shareholders vote “FOR” the proposal.
You can vote in one of four ways:
By telephoneby calling the toll-free number listed on your proxy card(s)card and following the recorded instructions;
By mail with the enclosed proxy card; or
In personat the Special Meeting of Shareholders on June 14, 2016.July 11, 2019.
Your vote is important, so please read the enclosed Proxy Statement carefully and submit your vote. If you have any questions about the proposal, please call the proxy solicitor, Computershare Fund Services,[], at 1-866-492-0863.[1-].
Thank you for your consideration of the proposal. We value you as a shareholder and look forward to our continued relationship.
Sincerely,
/s/ William F. McCalpinBruce L. Koepfgen
William F. McCalpinBruce L. Koepfgen
Chairman of the BoardPresident and Chief Executive Officer of
Janus Investment Fund
JANUS INVESTMENT FUND
Janus Henderson Select Value Fund
151 Detroit Street
Denver, Colorado 80206
NOTICE OF A JOINT SPECIAL MEETING OF SHAREHOLDERS
Notice is hereby given that the Board of Trustees of Janus Investment Fund (the “Trust”) has called a joint Special Meeting of Shareholders of Janus InvestmentHenderson Select Value Fund (the “Trust,” each separate“Fund”) a series thereof, a “Fund”), has been calledof the Trust, to be held at the JW Marriott Hotel, 150 Clayton Lane, Denver, Colorado 80206,[●], on June 14, 2016July 11, 2019, at 9:00 a.m.[●] Mountain Time (together with any adjournments or postponements thereof, the “Meeting”). At the Meeting, shareholders of each Fund will be asked to vote onto approve an amended and restated investment advisory agreement for the proposal set forth belowFund that changes the Fund’s benchmark index for purposes of calculating the performance-based investment advisory fee, and to transact such other business, if any, as may properly come before the Meeting.
Proposal 1. To elect eight Trustees, each of whom is considered “independent.”
Shareholders of record of eachthe Fund, as of the close of business on April 5, 2016,May 20, 2019, will receive notice of the Meeting and will be entitled to vote at the Meeting with respect to the proposal.
If you do not expect to attendMeeting. The persons named as proxies will vote in their discretion on any other business that may properly come before the Meeting, pleaseincluding any adjournment or postponement of the Meeting.
Shareholders are urged to take advantage of the Internet or telephonic voting procedures described in the enclosed proxy card, or complete, sign, and date the enclosed proxy card(s)card and return it in the enclosed addressed envelope, which needs no postage if mailed in the United States, or take advantage of the Internet or telephonic voting procedures described on the enclosed proxy card(s). Prompt return of the enclosed proxy card(s) (or voting by Internet or telephone) will help your Fund to avoid the expenses of additional solicitations.States. If you wish to attend the Meeting and vote your shares in person at that time, you will still be able to do so.
By order of the Board of Trustees,
/s/ Bruce L. Koepfgen
Bruce L. Koepfgen
President and Chief Executive Officer of
Janus Investment Fund
May 5, 2016[, 2019]
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 14, 2016:JULY 11, 2019:
The enclosed Proxy Statementproxy statement is available free of charge at janus.com/fundupdate.janushenderson.com/fund-update.
The Funds’Fund’s most recent annual report and any more recent semiannual report
are available free of charge at janus.com/janushenderson.com/info
(or janus.com/janushenderson.com/reports if you hold shares directly with Janus Capital)the Fund).
INSTRUCTIONS FOR SIGNING PROXY CARDS
The following general rules for signing proxy cards may be of assistance to you and may avoid any delay involved in validating your vote if you fail to sign your proxy card(s) properly.vote.
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 | |||
(2) Estate of John B. Smith | John B. Smith, Jr., Executor |
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The following synopsis is intended to provide an overview of the information provided in the joint proxy statement (the “Proxy Statement”) and to summarize the proposal to be considered at the joint Special Meeting of Shareholders, or at any adjournment or postponement thereof (the “Meeting”).
What is the purpose of this proxy solicitation?
The purpose of this proxy solicitation is to ask shareholders of each Fundam I being asked to vote on the election of eight members of the Board of Trustees of the Funds (the “Board”).
Who are the nominees to be elected Trustees?on?
You are being asked to elect eight Trusteesapprove an Amended and Restated Investment Advisory Agreement (the “Amended Advisory Agreement”) that reflects a new benchmark index for purposes of calculating the performance-based investment advisory fee the Fund pays 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 Linda S. Wolf. 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. Each of the current Trustees and Ms. Etienne and Mr. Poliner are considered “independent,” meaning that the Trustees and nominees are not affiliated with Janus Capital Management LLC (“Janus Capital”), the Funds’ adviser, or its related entities (an “Independent Trustee”Fund’s investment adviser. The Board of Trustees is not aware of any matters that will be presented for consideration at the Meeting other than this proposal (the “Proposal”).
Why am I being asked to elect Trustees?approve the Amended Advisory Agreement to change the Fund’s benchmark index?
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 Trustees would not have been elected by shareholders, which would be the case if Ms. Etienne and Mr. Poliner were appointed to the Board. Accordingly, youYou are being asked to elect Ms. Etienneconsider a change to the Fund’s benchmark index in connection with proposed changes to the Fund’s investment strategies. Janus Capital, in consultation with Perkins Investment Management LLC (“Perkins”), the Fund’ssub-adviser, has proposed, and the Board of Trustees of the Fund has approved, investment strategy changes related to the market capitalization focus of the Fund (the “Strategy Change”). Currently, the Fund invests in companies of any size (i.e., any market capitalization) whose stock prices are believed to be undervalued by the portfolio manager. If the Strategy Change takes effect, the Fund will invest primarily in common stocks of companies that are small- andmid-capitalization stocks and whose stock prices are believed to be undervalued by the portfolio manager. Janus Capital believes that current marketplace demands for a small- andmid-cap strategy, combined with Perkins’ experience in managing small- andmid-cap stocks, provide greater opportunity for the Fund to grow over the long-term. The Strategy Change is designed to create asset growth through the potential for increased sales for the Fund, potentially resulting in increased operational efficiencies.
Because the Fund currently invests primarily in the common stocks of companies of any market capitalization, the Fund’s current benchmark index, the Russell 3000® Value Index (the “Current Index”), is used for purposes of calculating the Fund’s performance-based advisory fee, as both the Russell 3000® Value Index and the Fund include exposure to companies of all market capitalizations. However, the proposed benchmark index, the Russell 2500TM Value Index (the “Proposed Index”), is a benchmark comprised of small- andmid-cap stocks, and is more closely aligned with the Fund’s revised investment strategies, so it is better suited for purposes of calculating the Fund’s performance-based advisory fee.
Because the Fund’s benchmark index is used in the calculation to determine the Fund’s performance-based investment advisory fee, the proposed change in the Fund’s benchmark index is considered a change to the Fund’s investment advisory fee, and
requires shareholder approval. Further, because the proposed benchmark index is aligned with the Strategy Change, the Strategy Change will only take effect if the Proposal is approved.
Will the Strategy Change result in a change in the Fund’s investment objective or portfolio manager?
The Fund’s investment objective will not change as a result of the Strategy Change, and the Strategy Change will not change the value-oriented investment approach used to manage the Fund. However, if Fund shareholders approve the Proposal, the Fund’s current portfolio manager, Alec Perkins, will be replaced with Kevin Preloger and Justin Tugman. Mr. Preloger and Mr. PolinerTugman have been managingmid-cap value and each currently serving Trusteesmall-cap value strategies for Perkins since [ ] and [ ], respectively. Additionally, if these changes are implemented, the Fund’s name will be changed to “Janus HendersonSmall-Mid Cap Value Fund.”
What impact will the Strategy Change have on the Fund’s portfolio, and will additional costs be incurred?
As a result of the Strategy Change, the Fund’s portfolio will be transitioned to a portfolio focused on small- andmid-capitalization stocks, and certain holdings will be sold and others bought. This will result in the Fund incurring transaction costs as Independent Trustees (1)well as potentially recognizing capital gains. While the exact impact of the Strategy Change cannot be predicted with certainty, based on the Fund’s portfolio and market conditions as of February 20, 2019, Janus Capital estimated that the Fund would incur costs of between 0.08% and 0.17% to returnreposition the Boardportfolio. This estimate includes trading and related costs. Janus Capital also estimated that as of February 20, 2019, the Fund would realize short-term and long-term capital gains of approximately $0.12 per share and $0.56 per share, respectively. These costs and capital gains may change based on market conditions and the Fund’s portfolio when the Strategy Change is effective, and may be higher or lower. The Fund’s operating costs (excluding advisory fees), are not expected to materially change as a result of the Strategy Change.
What effect will the benchmark index change have on the investment advisory fee rate the Fund pays to Janus Capital?
The Fund pays Janus Capital a performance-based investment advisory fee for the investment advisory services it provides to the Fund, which includes a base investment advisory fee rate that adjusts up or down based on the Fund’s performance compared to its normal size and (2) to providebenchmark index. The base fee component of the Board with flexibility going forward to replace Trustees as needed withoutinvestment advisory fee, which is an annualized rate of 0.70% of the time and expenseaverage daily net asset value of unnecessary proxy solicitations.
Information about the Trustee nominees, including age, principal occupations duringFund, will not change. Whether the past five years, and other information, such as the nominees’ experience, qualifications, attributes, or skills, is set forthchange in the benchmark index to the Russell 2500TM Value Index results in an increase or decrease in the investment advisory fee that otherwise would have been paid by the Fund depends on whether the Fund’s future performance compares more favorably with the Russell 2500TM Value Index or the Russell 3000® Value Index. As a result, it is not possible to predict the effect of the change to the performance adjustment on future advisory fees paid by the Fund to
Janus Capital, since any adjustment will depend on the future cumulative performance of the Fund relative to the approved Fund benchmark index, as well as future changes to the size of the Fund over time. However, this Proxy Statement.Statement contains information to help you evaluate the potential impact of this change.
By way of example, for the fiscal year ended June 30, 2018, the Fund’s performance adjusted investment advisory fee rate using the Current Index was 0.80%. If the Fund’s performance adjusted investment advisory fee rate had been calculated using the Proposed Index for the fiscal year ended June 30, 2018, it would have remained unchanged at 0.80%. Note that the calculation of the Fund’s performance adjusted investment advisory fee rate using the Proposed Index for the fiscal year ended June 30, 2018, is based on the Fund’s current investment strategy and does not reflect the potential impact of the Strategy Change.
Janus Capital, and not the Fund, pays Perkins for thesub-advisory services it provides to the Fund. Janus Capital pays Perkins a sub-advisory fee equal to 50% of the advisory fee payable by the Fund to Janus Capital, which includes any performance fee adjustment and reimbursement of expenses incurred or fees waived by Janus Capital. Accordingly, thesub-advisory fee paid to Perkins is directly impacted by the amount of the advisory fee paid to Janus Capital taking into account the performance fee adjustment.
Additional Information
What is the recommendation of the Board of Trustees?
Janus Capital proposed, and the Board of Trustees approved, the Amended Advisory Agreement to adopt the Russell 2500TM Value Index as the benchmark index for purposes of calculating the performance adjustment to the advisory fee. The Board of Trustees recommends that you vote “FOR” the proposal.
What will happen if shareholders of the Fund do not approve the Proposal?
1If shareholders of the Fund do not approve the Proposal, the Amended Advisory Agreement will not take effect and the Fund will continue to be managed pursuant to its existing investment strategies and existing investment advisory agreement. The Board of Trustees will take such action as it deems to be in the best interest of the Fund, including potentially soliciting additional proxies.
Who is eligible to vote?
Shareholders who owned shares of athe Fund at the close of business on April 5, 2016May 20, 2019 (the “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.Meeting.
How do I vote my shares?
You can vote in any one of four ways:
By telephoneusing by calling the toll-free number listed on your proxy card and following the recorded instructions;
By mail with the enclosed proxy card; or
In personby attending at the Special Meeting of Shareholders on June 14, 2016 (or any adjournment or postponement thereof).July 11, 2019.
Whichever method you choose, please take the time to read the full text of the Proxy Statement before you vote.
It is important that shareholders respond to ensure that there is a quorum for the Meeting. If we do not receive your response within a few weeks, you may be contacted by Computershare Fund Services (“Computershare”)[__________], the proxy solicitor engaged by Janus Capital, who will remind you to vote your shares and help you return your proxy. If we doa quorum is not receivepresent or sufficient votes to approve the proposalProposal are not received by the date of the Meeting, wethe persons designated as proxies may adjourn the Meeting to a later date so that we canto continue to seek additional votes. Submitting your vote promptly will help to save costs associated with additional solicitations.
If I send my vote in now as requested, can I change it later?
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 TrustFund 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.proxy card or vote by Internet or telephone. This will help us ensure that an adequate number of shares are present at the Meeting for consideration of the proposal.Proposal.
What is the required vote to approve the proposal?Proposal?
ElectionApproval of the Trustees will be determined byProposal requires the affirmative vote of a plurality (the greatest number“majority of affirmative votes)the outstanding voting securities” of the Fund within the meaning of the Investment Company Act of 1940, as amended (such a majority is referred to herein as a “1940 Act Majority”). A 1940 Act Majority means the lesser of the vote of (i) 67% or more of the shares of all Fundsthe Fund entitled to vote present at the Meeting, if the holders of more than 50% of the Trust votingoutstanding shares are present or represented by proxy, or (ii) more than 50% of the outstanding shares of the Fund entitled to vote.
A quorum of shareholders is required to take action at the Meeting. The presence in person or by proxy of the holders of record of 30% of shares outstanding and entitled to vote at the Meeting constitutes a quorum.
Who is paying the costs of this solicitation?
Janus Capital will pay the fees and expenses related to soliciting the Proposal, including the cost of the preparation of these proxy materials and their distribution,
and all other costs incurred with the solicitation of proxies, including any additional solicitation made by letter, telephone, or otherwise, and the Meeting.
Quorum for consideration of the proposal at the Meeting is thirty percent of the shares entitled to vote of all Funds.
WhoWhom should I call for additional information about this Proxy Statement?
Please call Computershare,[], the proxy solicitor engaged by Janus Capital, at[1-866-492-0863.1-].
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May 5, 2016, 2019
JANUS INVESTMENT FUND
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151 Detroit Street
Denver, Colorado 80206
JOINT SPECIAL MEETING OF SHAREHOLDERS
This is a joint proxy statement (“Proxy Statement”) for the Janus funds listed above (each, aHenderson Select Value Fund (the “Fund” and collectively, the “Funds”), each a series of Janus Investment Fund (the “Trust”). Proxies for a jointthe Special Meeting of Shareholders of eachthe 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 proposal (the “Proposal”) that has already been approved by the Board:
Proposal 1. For
Proposal. | To approve an amended and restated investment advisory agreement between the Trust, on behalf of the Fund, and Janus Capital Management LLC (“Janus Capital” or the “Adviser”) that changes the Fund’s benchmark index from the Russell 3000® Value Index to the Russell 2500TM Value Index for purposes of calculating the performance-based investment advisory fee. |
Unless otherwise indicated, the Trust,Special Meeting of Shareholders of the Fund (together with any adjournments or postponements thereof) is referred to elect eight Trustees, each of whom is considered “independent.herein as the “Meeting.”
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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, 2016July 11, 2019 at 9:00 a.m.[●] Mountain Time, or at such later time as may be necessary due to adjournments or postponements thereof (the “Meeting”).thereof. Any shareholder of record who owned shares of athe Fund as of the close of business on April 5, 2016May 20, 2019 (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.[1-________________]. This Proxy Statement, Notice of Special Meeting, and the proxy card(s)card are first being mailed to shareholders on or about May 5, 2016.[__________, 2019].
The Funds provideFund provides annual and semiannual reports to theirits shareholders that highlight relevant information, including investment results and a review of portfolio changes. Additional copies of eachthe Fund’s most recent annual report and any more recent semiannual report are available, without charge, by calling a Janus Henderson representative at1-877-335-2687 (or1-800-525-3713 if you hold shares directly with Janus Capital Management LLC (“Janus Capital”))the Fund), via the Internet at janus.com/janushenderson.com/info (or janus.com/janushenderson.com/reports if you hold shares directly with Janus Capital)the Fund), or by sending a written request to the Secretary of the Trust at 151 Detroit Street, Denver, Colorado 80206.
APPROVE AN AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT THAT CHANGES THE FUND’S BENCHMARK INDEX FOR PURPOSES OF CALCULATING THE PERFORMANCE-BASED INVESTMENT ADVISORY FEE
ELECTION OF TRUSTEES
(AllPursuant to an investment advisory agreement between Janus funds)
AtCapital and 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 TrusteesTrust, on behalf of the TrustFund, Janus Capital serves as the Fund’s investment adviser (the “Current Advisory Agreement”). Pursuant to asub-advisory agreement between Janus Capital and have servedPerkins Investment Management LLC (“Perkins”), Perkins manages the investment operations of the Fund and the composition of its investment portfolio (the“Sub-Advisory Agreement”), subject to Janus Capital’s oversight.
The Fund’s investment objective is to seek capital appreciation. The Fund seeks to meet this objective by investing primarily in that capacity since originally elected or appointed. Ms. Etienne and Mr. Poliner were unanimously approvedthe common stocks of companies of any size whose stock prices are believed to be undervalued by the BoardFund’s portfolio manager. The Fund’s benchmark index is currently the Russell 3000® Value Index (the “Current Index”), a benchmark that has exposure to stand for election, upon a recommendation from the Trust’s Nominatingall market capitalizations.
Janus Capital, in consultation with Perkins, has proposed, 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 soughtapproved, a change to maintainthe Fund’s principal investment strategies. Currently, the Fund invests primarily in common stocks of companies of any size whose stock prices are believed to be undervalued by the portfolio manager. Under the new strategies, the Fund will invest, under normal circumstances, at least 80% of its sizenet assets (plus any borrowings for investment purposes) in common stocks of small- andmid-sized companies whose market capitalization, at eight members, with each serving as a Trustee whothe time of initial purchase, is not an “interested” person (as defined in Section 2(a)(19)less than the12-month average of the maximum market capitalization for companies included in the Russell 2500TM Value Index (the “Strategy Change”) and whose stock prices are believed to be undervalued. Janus Capital believes that current marketplace demands for a small- andmid-cap strategy, combined with Perkins’ experience in managingmid-cap andsmall-cap stocks using a value approach, provide greater opportunity for the Fund to grow over the long-term. The Strategy Change is designed to create asset growth through increased potential for sales for the Fund, potentially resulting in increased operational efficiencies.
Because the Fund intends to shift its focus from investing primarily in the common stocks of companies of any size to investing primarily in the common stocks of small- andmid-sized companies, Janus Capital recommended, and the Board approved, a change in the Fund’s benchmark index for purposes of computing the performance adjustment fee under the Current Advisory Agreement from the Russell 3000®Value Index to the Russell 2500TM Value Index (the “Proposed Index”), a benchmark comprised of small- andmid-cap stocks that forms the “SMID” (small/mid) cap segment of the Russell 3000® Value Index. The Proposed Index is more closely aligned with an investment strategy that focuses on small- andmid-cap stocks.
Pursuant to the Current Advisory Agreement, the Fund pays Janus Capital a performance-adjusted investment advisory fee. The calculation of the performance adjustment applies as follows: Investment Advisory Fee = Base Fee Rate+/- Performance Adjustment. The performance adjustment is determined based on the Fund’s performance relative to the cumulative investment record of its benchmark index over a rolling36-month performance measurement period, with adjustments up or down to the advisory fee rate based on the amount of such underperformance or outperformance (the “Performance Adjustment”). The Fund’s benchmark index is a component of calculating the investment advisory fee rate paid to Janus Capital and therefore, the benchmark index is described in the Current Advisory Agreement.
The Investment Company Act of 1940, as amended (the “1940 Act”)) and staff of the Trust or Janus Capital,Securities and Exchange Commission (the “SEC”) require Fund shareholders to approve material amendments to an investment advisory agreement in order to become effective. Given that 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 withoutbenchmark index is a shareholder vote, under applicable laws new Trustees may not be appointed if after such appointment two-thirdscomponent 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 Trusteesinvestment advisory fee calculation 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 thanFund’s investment advisory agreement, a majoritychange to the Fund’s benchmark index is considered a material change to the Current Advisory Agreement, and requires both Trustee and shareholder approval. The Board of Trustees has approved an amended and restated investment advisory agreement between the Fund and Janus Capital (the “Amended Advisory Agreement”) to reflect the change in benchmark index and also has authorized the submission of the Trustees holding office have been electedAmended Advisory Agreement to the Fund’s shareholders for approval. The investment advisory fee rate paid by the Trust’sFund currently is adjusted up or down based upon the Fund’s performance relative to the Current Index. Under the Proposal, the fee would instead be adjusted up or down based upon the Fund’s performance relative to the Proposed Index. This means that if the Proposal is approved, the Fund’s investment strategy and benchmark index will change from a focus on companies of any size to a focus on companies with small and/ormid-sized capitalizations. Given that the proposed investment strategy changes are aligned with the Proposed Index, the investment strategy changes will only take effect if shareholders approve the Trustees then in officeAmended Advisory Agreement. Similarly, if these changes are implemented, the Fund’s name will promptly call a shareholder meetingbe changed to “Janus HendersonSmall-Mid Cap Value Fund,” to align the Fund’s name with the proposed investment strategy.
Pursuant to theSub-Advisory Agreement, Janus Capital pays Perkins for the purposesub-advisory services it provides to the Fund. Janus Capital pays Perkins for its services a fee equal to 50% of electing Trustees.the advisory fee payable by the Fund to Janus Capital, which includes any performance fee adjustment and reimbursement of expenses incurred or fees waived by Janus Capital. The Fund does not pay an advisory fee to Perkins. No changes are proposed to theSub-Advisory Agreement. However, because thesub-advisory fee paid to Perkins is directly impacted by the advisory fee payable to Janus Capital, any performance adjustment to the advisory fee will directly impact thesub-advisory fee paid to Perkins.
Fund’s Name, Principal Investment Strategies, Risks, Benchmark and Portfolio Managers
The nominees for Trusteesfollowing is intended to show the primary similarities and their backgrounds are shown ondifferences between the Fund’s current name, investment objective, portfolio managers, principal investment strategies, risks, and benchmark index, and those that would be implemented 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” personapproval of the Trust, as that term is defined in the 1940 Act.Proposal.
Name | Janus Henderson Select Value Fund | Janus HendersonSmall-Mid Cap Value Fund | ||||||
Investment Objective | Capital appreciation | Same | ||||||
Portfolio Manager(s) | Alec Perkins of | Kevin Preloger and Justin Tugman of Perkins Investment Management LLC | ||||||
Investment Strategies | Invests primarily in | The Fund pursues its investment objective by investing, under normal circumstances, at least 80% of its net assets (plus any borrowings for investment purposes) in stocks that at the time of initial purchase have a market capitalization of less than the12-month average of the maximum market capitalization for companies included in the Russell 2500TM Value Index. [The market capitalizations within the index will vary, but as of [ , 2019,] they ranged from approximately $ million to $ .] | ||||||
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The Fund’s portfolio manager generally looks for companies with: • strong balance sheets and solid recurring free cash flows • attractive relative and absolute valuation ratios or that have underperformed recently • favorable reward to risk characteristics | Same1 | |||||||
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1 | Note that the reference to |
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Investment Risks | Value Investing Risk | Value Investing Risk | ||||||
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Small- andMid-Sized Companies Risk. The Fund’s investments in securities issued by small- andmid-sized companies, which can include smaller,start-up companies offering emerging products or services, may involve greater risks than are customarily associated with larger, more established companies. Securities issued by small- andmid-sized companies tend to be more volatile and somewhat more speculative than securities issued by larger or more established companies and may underperform as compared to the securities of larger or more established companies. | ||||||||
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Foreign Exposure Risk | ||||||||
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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 directlychanges to the Trust’s Audit Committee), independent counsel, an independent fee consultant,Fund’s name, portfolio management team, and other specialists as appropriate, all of whom are selected byinvestment strategies do not require shareholder approval in order to become effective. The Board has unanimously approved the Trustees. The Trustees also meet regularly withchanges to the Fund’s name, principal investment strategies 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 specificrelated 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 recommendationsProposal.
If approved, the Amended Advisory Agreement will take effect on or about [August 1, 2019], or as soon as practicable after shareholder approval is obtained. The Amended Advisory Agreement will remain in effect through February 1, 2020, and thereafter only as long as its continuance is approved at least annually by (i) the Board. The members and responsibilitiesvote of each Board committee are summarized below. In addition to serving on certain committees, the Chairmana majority of the Board (“Board Chairman”) is responsible for presiding at all meetings of the Board, and has other duties as may be assigned by theIndependent 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 Fundsmeaning those Trustees that are not otherwise delegated to“interested persons” (as defined in Section 2(a)(19) of the chair1940 Act) 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 toTrust, Janus Capital, or Perkins (the “Independent Trustees”), and its affiliates to oversee(ii) the Trust’s day-to-day operations, including the managementvote of each Fund’s portfolio and the distribution of Fund shares. On an annual basis, the Board conductseither 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 meetingsmajority of the Trustees held duringor a 1940 Act Majority of the previous 12 months ended December 31, 2015. Each Trustee attended alloutstanding shares of these meetings with few exceptions during that 12-month period. Since the TrustFund. If the Amended Advisory Agreement is not required to convene annual shareholder meetings, thereapproved, the Current Advisory Agreement will continue in effect through February 1, 2020, and thereafter only as long as its continuance 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 requireapproved 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 mattersannually 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.described above.
Process for Identifying and Evaluating Trustee Nominees and Nominee Qualifications
The Nominating and Governance Committee ofInformation Concerning 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 asAppendix 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, 151 Detroit Street, Denver, Colorado80206-4805, serves 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 respectinvestment adviser 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, fromFund. 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 inis an executive session to discuss matters outside the presence of any other officers or representativesindirect, wholly-owned subsidiary of Janus Capital or its affiliates. The Board also receives reports from other entities and individuals unaffiliatedHenderson Group plc (“JHG”), a publicly traded company 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 ofprincipal operations in financial asset management businesses 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 riskhad $328.5 billion in assets under management matters in connection with its general oversight and approval of various Fund matters brought before the Board.
The Board has appointed a Chief Compliance Officer for the Funds (“Fund CCO”) 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 Capital or its affiliates present. The Fund CCO also provides the Board with updates on the application of the Funds’ compliance policies and procedures, including how these procedures are designed to mitigate risk and what, if any, changes have been made to enhance the procedures. The Fund CCO may also report to the Board on 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 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 Guidelines, the Trustees are expected to invest in one or more (but not necessarily all) funds advised by Janus Capital 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 December 31, 2015, the Trustees and nominees owned securities of the Funds in the dollar 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 overseen by the Trustees (58 funds as of December 31, 2015).2018. JHG owns approximately 95% of Janus
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The Trust pays each Independent Trustee an annual retainer plus a fee for each regular in-person meeting ofCapital, with the Trustees 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 otherremaining 5% held by Janus funds for serving as Trustee of those funds and those amounts are included below. Janus Capital pays persons who are directors, officers, orManagement Holdings Corporation. Certain employees of Janus Capital and/or any affiliate thereof, or any Trustee not considered an “independent” Trustee, for their servicesits affiliates serve as Trustees or officers. Allofficers of the Trustees or nominees are “independent;” therefore, noneTrust. Certain officers of the TrusteesTrust are paid by Janus Capital. The Trust and other funds managed by shareholders of JHG.
Janus Capital may pay all or(together with its predecessors and affiliates) has served as an investment adviser since 1970. As of March 31, 2019, the Janus Henderson funds that Janus Capital advises consisted of 59 portfolios offering a portionbroad range of investment objectives. Janus Capital also serves as subadviser for a number of private-label mutual funds and provides separate account advisory services for institutional accounts. Janus Capital does not act as an investment adviser to any other registered investment company that has a similar investment strategy as the Fund.
Principal Executive Officers and Directors of the compensationAdviser and related expensesSubadviser. The principal executive officers and directors 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 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 following 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 Trustee may elect to defer receipt of all,
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or a portion, of the compensation earned for services to the Funds, in lieu of receiving current payments of such compensation. Any deferred amount is treated as though an equivalent dollaramount has been invested in shares of one or more funds advised by Janus Capital (“shadow investments”).and Perkins and their principal occupations are included inAppendix A to this Proxy Statement.
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 |
Principal Executive Officers of the Trust
Trust.The officers of the Trust and their principal occupations are set forth inAppendix B to this Proxy Statement.
Information Concerning theSub-Adviser
Janus Capital has entered into theSub-Advisory Agreement with Perkins, 311 S. Wacker Drive, Suite 6000, Chicago, Illinois 60606, on behalf of the Fund. Perkins and its predecessors have been in the investment advisory business since 1984. Perkins also serves as investment adviser or subadviser to separately managed accounts and other registered investment companies. Janus Capital owns 100% of Perkins.
Comparison of the Current Advisory Agreement and Amended Advisory Agreement
The terms of the Amended Advisory Agreement are substantially similar to those of the Current Advisory Agreement, except for the benchmark index change. Changes made to the Amended Advisory Agreement compared to the Current Advisory Agreement include the date of expiration, the proposed change to the benchmark index, and the description of the period used for calculating the performance fee in order to allow for continuity of the fee based on the Fund’s historical performance over a36-month measurement period. A copy of the proposed Amended Advisory Agreement is included asAppendix C.
Investment Advisory Services. The investment advisory services to be provided by Janus Capital to the Fund are the same under the Current Advisory Agreement and the Amended Advisory Agreement.
Pursuant to both the Current Advisory Agreement and the Amended Advisory Agreement, Janus Capital shall furnish continuous advice and recommendations to the Fund, and shall have authority to act with respect thereto, as to the acquisition, holding, or disposition of any or all of the securities or other assets which the Fund owns or contemplates acquiring from time to time. Janus Capital shall give due consideration to: (i) the Trust’s Amended and Restated Agreement and Declaration of
Trust and Amended and Restated Bylaws; (ii) the investment objectives, policies and restrictions set forth in the Fund’s registration statement; (iii) the provisions of the 1940 Act and the Internal Revenue Code of 1986, as amended; and (iv) such other policies and instructions as the Trustees may from time to time determine.
Janus Capital may engage one or more subadvisers in connection with its duties and responsibilities under the Current Advisory Agreement and Amended Advisory Agreement. Janus Capital has engaged Perkins to serve assub-adviser to the Fund. Pursuant to theSub-Advisory Agreement, Perkins is responsible for theday-to-day management of the Fund’s investment portfolio, subject to the general oversight of Janus Capital.
Other Services.Under the Current Advisory Agreement and the Amended Advisory Agreement, Janus Capital is authorized, but not obligated, to perform the management and administrative services necessary for the Fund’s operation. Specifically, Janus Capital is authorized to conduct relations with custodians, depositories, transfer and pricing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurance company separate accounts, insurers, banks and such other persons in any such other capacity deemed by Janus Capital to be necessary or desirable. Janus Capital shall also 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. Additionally, Janus Capital shall make reports to the Board of its performance of services upon request and furnish advice and recommendations with respect to such other aspects of the business and affairs of the Fund as it shall determine to be desirable. Janus Capital is also authorized, subject to review by the Board, to furnish such other services as Janus Capital shall from time to time determine to be necessary or useful to perform the services contemplated by the investment advisory agreement. Janus Capital also serves as administrator to the Fund pursuant to an Administration Agreement between Janus Capital and the Trust. See “Affiliated Service Providers, Brokerage and Other Fees” for additional information regarding these administrative services.
Payment of Expenses. Under the Current Advisory Agreement and the Amended Advisory Agreement, the Fund assumes and pays all expenses incidental to its organization, operations and business not specifically assumed or agreed to be paid by Janus Capital. These expenses include custodian and transfer agency fees and expenses, brokerage commissions and dealer spreads, and other expenses in connection with the execution of portfolio transactions, legal and accounting expenses, interest, taxes, a portion of trade association or other investment company organization dues and expenses, registration fees, expenses of shareholders’ meetings, reports to shareholders, fees and expenses of Independent Trustees, and other costs of complying with applicable laws regulating the sale of Fund shares. The Fund, along with other Janus Henderson funds, also pay some or all of the salaries, fees, and expenses of certain Fund officers and employees of Janus Capital (also sharing certain expenses and salaries for the Fund’s Chief Compliance Officer and other
compliance-related personnel employed by Janus Capital as authorized by the Trustees from time to time).
Liability. The Fund’s Current Advisory Agreement and the Amended Advisory Agreement provide that Janus Capital shall not be liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission taken with respect to the Fund, except for willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties, and except to the extent otherwise provided by law.
Continuance of and Termination of the Agreement. The Amended Advisory Agreement would remain in effect through February 1, 2020, similar to the Current Advisory Agreement. Thereafter, similar to the Current Advisory Amendment, the Amended Advisory Agreement would continue in effect from year to year so long as such continuance is specifically approved annually by a majority of the Fund’s Independent Trustees, or by either a 1940 Act Majority or the Board of Trustees, cast in person at a meeting called for such purpose.
The Fund’s Current Advisory Agreement and the Amended Advisory Agreement: (i) may be terminated, 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 60 days’ advance written notice of termination be given to Janus Capital at its principal place of business; (ii) may be terminated by Janus Capital at any time, without penalty, by giving 60 days’ advance written notice of termination to the Trust; and (iii) terminates automatically in the event of its assignment.
The Fund’s Current Advisory Agreement was last approved by shareholders on April 6, 2017 in connection with the merger of Janus Capital Group Inc. and Henderson Group plc. The Current Advisory Agreement was last approved for continuance by the Board on December 6, 2018.
Compensation. Under both the Current Advisory Agreement and the Amended Advisory Agreement, the Fund pays Janus Capital an investment advisory fee at the annual rate of 0.70% of the Fund’s average daily net assets during the previous month (the “Base Fee Rate”), plus or minus the Performance Adjustment calculated by applying a variable rate of up to 0.15% (positive or negative) to the Fund’s average daily net assets over a rolling36-month performance measurement period (the “Performance Period”). The Base Fee Rate is calculated and accrued daily. The Performance Adjustment is calculated monthly in arrears and is accrued throughout the month. The investment advisory fee is paid monthly in arrears.
Under both the Current Advisory Agreement and the Amended Advisory Agreement, the Performance Adjustment may result in an increase or decrease in the investment advisory fee rate paid by the Fund, depending upon the cumulative investment performance of the Fund relative to its benchmark index over the Performance Period. No Performance Adjustment is applied unless the difference
between the Fund’s investment performance and the cumulative investment record of the Fund’s benchmark index is 0.50% or greater (positive or negative) during the Performance Period. Because the Performance Adjustment is tied to the Fund’s performance relative to its benchmark index (and not its absolute performance), the Performance Adjustment could increase Janus Capital’s fee even if the Fund’s shares lose value during the Performance Period and could decrease Janus Capital’s fee even if the Fund’s shares increase in value during the Performance Period. For purposes of computing the Base Fee Rate and the Performance Adjustment, net assets are averaged over different periods (average daily net assets during the previous month for the Base Fee Rate versus average daily net assets during the Performance Period for the Performance Adjustment). Performance of the Fund is calculated net of expenses, whereas the Fund’s benchmark index does not have any fees or expenses. Reinvestment of dividends and distributions is included in calculating both the performance of the Fund and the Fund’s benchmark index.
The application of an expense limit, if any, will have a positive effect upon the Fund’s performance and may result in an increase in the Performance Adjustment. It is possible that the cumulative dollar amount of additional compensation ultimately payable to Janus Capital may, under some circumstances, exceed the cumulative dollar amount of management fees waived by Janus Capital.
The investment performance of the Fund’s Class A Shares (waiving the upfront sales charge) (“Class A Shares”) is used for purposes of calculating the Fund’s Performance Adjustment. After Janus Capital determines whether a particular Fund’s performance was above or below its benchmark index by comparing the investment performance of the Fund’s Class A Shares against the cumulative investment record of that Fund’s benchmark index, Janus Capital applies the same Performance Adjustment (positive or negative) across each other class of shares of the Fund.
Pursuant to the Current Advisory Agreement, the investment advisory fee rate is adjusted up or down based on the Fund’s performance relative to the cumulative investment record of the Current Index. Under the Amended Advisory Agreement, the investment advisory fee rate will instead be adjusted based on the Fund’s performance relative to the cumulative investment record of the Proposed Index. See “Impact of Proposed Change to the Benchmark Index on the Investment Advisory Fee Rate” below.
Comparison of Proposed and Current Benchmark Indices
The Current Index is a market capitalization weighted-index measuring the performance of those Russell 3000® companies with lowerprice-to-book ratios and lower forecasted growth values. The Proposed Index is a market capitalization weighted-index measuring the performance of small- andmid-cap companies within the Russell 3000®Value Index. If the Proposal is approved by shareholders, the Fund will change its benchmark index from the Current Index to the Proposed Index. As of [April 30, 2019], small- andmid-sized companies constituted ___% of the Current Index and ___% of the Proposed Index.
The following chart compares the calendar year performance of both the Current Index and the Proposed Index for the past seven years. The chart shows how the two benchmarks have performed differently at times over this period.
The following chart shows how the monthly returns of the Fund’s Class A Shares, the Current Index, and the Proposed Index have performed for the period of December 15, 2011, the Fund’s inception date, through March 31, 2019.
Fund returns presented above include reinvestment of dividends, distributions, and capital gains, and are net of Fund expenses. The Fund’s portfolio may differ significantly from the securities held in the indices. The indices are not available for direct investment, therefore their performance does not reflect the expenses associated with the management of an actual portfolio. The Fund’s past performance does not necessarily indicate how it will perform in the future.
Implementation of the Change in the Benchmark Index
If the Proposal is approved, the change in the Fund’s benchmark index will be implemented on a prospective basis beginning on or about [●] or as soon as practicable following the date of shareholder approval. However, because the Performance Adjustment is based upon a rolling36-month Performance Period, comparisons to the Proposed Index will not be fully implemented until 36 months after the effective date of the benchmark index change. During the transition period, the Fund’s performance will be compared to the Current Index for the portion of the Performance Period prior to adoption of the Proposed Index, and to the performance of the Proposed Index for the remainder of the period.
For example, for the first month after the implementation of the Proposed Index, the Performance Adjustment would be calculated based on the performance of the Current Index for the past 35 months (performance which occurred before the Amended Advisory Agreement was effective) and the Proposed Index for the most recent month ended (performance that occurred after the Amended Advisory Agreement was effective). At the conclusion of the transition period, the performance of the Current Index would be eliminated from the Performance Adjustment calculation, and the calculation would include only the performance of the Proposed Index.
Impact of Proposed Change to the Benchmark Index on the Investment Advisory Fee Rate
While it is not possible to predict the effect of the Performance Adjustment on future overall compensation to Janus Capital since it will depend on the performance of the Fund relative to the investment record of its benchmark index and future changes to the size of the Fund, below is information to help you evaluate the impact of this change.
The following table shows: (i) the dollar amount of the actualinvestment advisory fee paid by the Fund, before and after application of the performance fee and any advisory fee waivers, for the fiscal years ended June 30, 2017 and June 30, 2018; (ii) the dollar amount of thepro formainvestment advisory fee that would have been paid by the Fund, before and after application of the performance fee and any advisory fee waivers, assuming the Proposed Index were in effect for the entire Performance Period; and (iii) the difference between the actual fees paid and thepro forma fees in dollars and as a percentage of the actual fees paid. Such percentage difference ispositive when the amount of thepro forma advisory fees would have beenlarger than
actual advisory fees paid, andnegative when the amount of thepro formaadvisory fees would have beensmaller than actual advisory fees paid.
Actual Advisory Fee | Pro Forma Advisory Fees based upon Proposed Index | Difference Between Actual Pro Forma Index Advisory Fees ($)/% | ||||||||||||||||||||||||||||||||||
Fiscal Year End | Advisory FeeBefore | Waiver ($) | Performance Fee ($) | Advisory FeeAfter | Advisory FeeBefore | Waiver ($) | Performance Fee ($) | Advisory FeeAfter | ||||||||||||||||||||||||||||
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June 30, 2017 | 683,321 | 108,049 | (47,942 | ) | 527,330 | 683,321 | 108,049 | 30,382 | 605,654 | 78,324/14.85% | ||||||||||||||||||||||||||
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June 30, 2018 | 763,009 | 108,613 | 112,051 | 766,447 | 763,009 | 108,613 | 108,426 | 762,822 | (3,625)/(0.47%) |
As reflected above in the table, for the fiscal year ended June 30, 2017, the Fund would have paid more to Janus Capital had the Proposed Index been in place during this same period, as compared to the Current Index during the same period. For the fiscal year ended June 30, 2018, the Fund would have paid less to Janus Capital had the Proposed Index been in place during this same period, as compared to the Current Index during the same period.
It is important to remember that under the terms of the Amended Advisory Agreement, the change in the Fund’s benchmark index will actually occur on a gradual basis over the36-month period following shareholder approval of the Amended Advisory Agreement. Please refer to “Implementation of the Change in the Benchmark Index.” In addition, if the changes to the Fund’s investment strategies, as described above, had been in effect during the Fund’s last two fiscal years, it is likely that the Fund’s performance also would have been different. Accordingly, the comparison in the table above may be of limited use in evaluating the Proposal.
Calculation of the Performance Adjustment
If the average daily net assets of the Fund remain constant during a36-month Performance Period, current net assets will be the same as average net assets over the Performance Period and the maximum Performance Adjustment will be equivalent to 0.15% of current net assets. When current net assets vary from average net assets over the36-month Performance Period, the Performance Adjustment, as a percentage of current assets, may vary significantly, including at a rate more or less than 0.15%, depending upon whether the net assets of the Fund had been increasing or decreasing (and the amount of such increase or decrease) during the Performance Period. Note that if net assets for the Fund were increasing during the Performance Period, the total performance fee paid, measured in dollars, would be more than if the Fund had not increased its net assets during the Performance Period.
The following hypothetical examples illustrate the application of the Performance Adjustment for the Fund. The examples assume that the average daily net assets of the Fund remain constant during a36-month Performance Period. The Performance Adjustment would be a smaller percentage of current assets if the net assets of the Fund were increasing during the Performance Period, and a greater percentage of current assets if the net assets of the Fund were decreasing during the Performance Period. All numbers in the examples are rounded to the nearest
hundredth percent. The net assets of the Fund as of the fiscal years ended June 30, 2017 and June 30, 2018 were $111,124,402 and $60,151,687, respectively.
The monthly maximum positive or negative Performance Adjustment of 1/12th of 0.15% of average net assets during the prior 36 months occurs if the Fund outperforms or underperforms its benchmark index by 5.00% over the same period. The Performance Adjustment is made in even increments for every 0.50% difference in the investment performance of the Fund’s Class A Shares (waiving the upfront sales charge) compared to the investment record of its benchmark index.
EXAMPLE 1: Fund Outperforms its Benchmark by 5.00%
If the Fund has outperformed its benchmark index by 5.00% during the preceding 36 months, the Fund would calculate the investment advisory fee as follows:
Base Fee Rate | Performance Adjustment Rate | Total Advisory Fee Rate | ||
1/12th of 0.70% | 1/12th of 0.15% | 1/12th of 0.85% |
EXAMPLE 2: Fund Performance Tracks its Benchmark
If the Fund has tracked the performance of its benchmark index during the preceding 36 months, the Fund would calculate the investment advisory fee as follows:
Base Fee Rate | Performance Adjustment Rate | Total Advisory Fee Rate | ||
1/12th of 0.70% | 0.00% | 1/12th of 0.70% |
EXAMPLE 3: Fund Underperforms its Benchmark by 5.00%
If the Fund has underperformed its benchmark index by 5.00% during the preceding 36 months, the Fund would calculate the investment advisory fee as follows:
Base Fee Rate | Performance Adjustment Rate | Total Advisory Fee Rate | ||
1/12th of 0.70% | 1/12th of-0.15% | 1/12th of 0.55% |
Comparison of Current andPro Forma Expenses
The following tables describe the shareholder fees and annual fund operating expenses that you may pay if you buy and hold shares of the Fund under the current fee structure applying the Current Index and thepro formafee structure applying the Proposed Index, with and without fee waivers. Each share class has different expenses, but represents an investment in the same Fund. For purposes ofpro formacalculations, it is assumed that the Proposed Index was in place during the entire36-month Performance Period. The fees and expenses shown were determined based upon net assets as of June 30, 2018. For the 36 months ended June 30, 2018, the Fund outperformed the Current Index and the June 30, 2018 daily net assets were lower than the trailing36-month average daily net assets, resulting in the management fee shown
in the Annual Fund Operating Expenses table below. For the 36 months ended June 30, 2018, the Fund outperformed the Proposed Index and the June 30, 2018 daily net assets were lower than the trailing36-month average daily net assets, resulting in thepro formamanagement fee shown in the Annual Fund Operating Expenses table below. However, the Fund’s performance was better relative to the Current Index than the Proposed Index for the 36 months ended June 30, 2018, resulting in the actual management fee rate paid by the Fund being higher than thepro forma management fee rate that would have been paid by the Fund, as shown in the Annual Fund Operating Expenses table below.
Shareholder fees are those paid directly from your investment and may include sales loads.
Annual fund operating expenses are paid out of the Fund’s assets and include fees for portfolio management and administration services, including recordkeeping, subaccounting, and other shareholder services. You do not pay these fees directly but, as the examples show, these costs are borne indirectly by all shareholders.
The Trust, on behalf of the Fund, has entered into an expense waiver agreement with Janus Capital. Pursuant to the expense waiver agreement, Janus Capital has agreed to reduce its investment advisory fee and/or reimburse certain operating expenses to the extent that total fund operating expenses exceed a specific percentage of average daily net assets, subject to certain limitations described in the expense waiver agreement. Additional details with respect to the expense waiver agreement are described in the footnotes to the Annual Fund Operating Expenses table listed below. As a result of the expense waiver agreement, the actual Total Annual Operating Expenses may be less than the amount listed in the table.
SHAREHOLDER FEES (fees paid directly from your investment) | ||||||||
Class A Shares | Fiscal Year End June 30, 2018 | Pro Forma Based on Proposed Index | ||||||
Maximum Sales Charge (load) Imposed on Purchases (as a percentage of offering price) | 5.75 | % | 5.75 | % | ||||
Maximum Deferred Sales Charge (load) (as a percentage of the lower of original purchase price or redemption proceeds) | None | None | ||||||
ANNUAL FUND OPERATING EXPENSES (expenses that you pay each year as a | ||||||||
Management Fees (may adjust up or down)(2) | 0.80 | % | 0.80 | % | ||||
Distribution/Service(12b-1) Fees(3) | 0.25 | % | 0.25 | % | ||||
Other Expenses(4) | 0.50 | % | 0.50 | % | ||||
Total Annual Fund Operating Expenses(5) | 1.55 | % | 1.55 | % | ||||
Fee Waiver(5) | 0.24 | % | 0.24 | % | ||||
Total Annual Fund Operating Expenses After Fee Waiver(5) | 1.31 | % | 1.31 | % |
Pro Forma Based on Proposed Index Maximum Sales Charge (load) Imposed on Purchases (as a percentage of offering price) Maximum Deferred Sales Charge (load) (as a percentage of the lower of original purchase price or redemption proceeds) ANNUAL FUND OPERATING EXPENSES (expenses that you pay each year as a Management Fees (may adjust up or down)(2) Distribution/Service(12b-1) Fees(3) Other Expenses(4) Total Annual Fund Operating Expenses(5) Fee Waiver(5) Total Annual Fund Operating Expenses After Fee Waiver(5) Pro Forma Based on Proposed Index Maximum Sales Charge (load) Imposed on Purchases (as a percentage of offering price) Maximum Deferred Sales Charge (load) (as a percentage of the lower of original purchase price or redemption proceeds) ANNUAL FUND OPERATING EXPENSES (expenses that you pay each year as a Management Fees (may adjust up or down)(2) Distribution/Service(12b-1) Fees(3) Other Expenses(4) Total Annual Fund Operating Expenses(5) Fee Waiver(5) Total Annual Fund Operating Expenses After Fee Waiver(5)Class C Shares Fiscal Year End
June 30, 2018 None None 1.00 % 1.00 %
percentage of the value of your investment)(1) 0.80 % 0.80 % 1.00 % 1.00 % 0.59 % 0.59 % 2.39 % 2.39 % 0.32 % 0.32 % 2.07 % 2.07 % Class D Shares Fiscal Year End
June 30, 2018 None None None None
percentage of the value of your investment)(1) 0.80 % 0.80 % None None 0.39 % 0.39 % 1.19 % 1.19 % 0.12 % 0.12 % 1.07 % 1.07 %
Pro Forma Based on Proposed Index Maximum Sales Charge (load) Imposed on Purchases (as a percentage of offering price) Maximum Deferred Sales Charge (load) (as a percentage of the lower of original purchase price or redemption proceeds) ANNUAL FUND OPERATING EXPENSES (expenses that you pay each year as a Management Fees (may adjust up or down)(2) Distribution/Service(12b-1) Fees(3) Other Expenses(4) Total Annual Fund Operating Expenses(5) Fee Waiver(5) Total Annual Fund Operating Expenses After Fee Waiver(5) Pro Forma Based on Proposed Index Maximum Sales Charge (load) Imposed on Purchases (as a percentage of offering price) Maximum Deferred Sales Charge (load) (as a percentage of the lower of original purchase price or redemption proceeds) ANNUAL FUND OPERATING EXPENSES (expenses that you pay each year as a Management Fees (may adjust up or down)(2) Distribution/Service(12b-1) Fees(3) Other Expenses(4) Total Annual Fund Operating Expenses(5) Fee Waiver(5) Total Annual Fund Operating Expenses After Fee Waiver(5)Class S Shares Fiscal Year End
June 30, 2018 None None None None
percentage of the value of your investment)(1) 0.80 % 0.80 % 0.25 % 0.25 % 1.12 % 1.12 % 2.17 % 2.17 % 0.74 % 0.74 % 1.43 % 1.43 % Class I Shares Fiscal Year End
June 30, 2018 None None None None
percentage of the value of your investment)(1) 0.80 % 0.80 % None None 0.28 % 0.28 % 1.08 % 1.08 % 0.06 % 0.06 % 1.02 % 1.02 %
Pro Forma Based on Proposed Index Maximum Sales Charge (load) Imposed on Purchases (as a percentage of offering price) Maximum Deferred Sales Charge (load) (as a percentage of the lower of original purchase price or redemption proceeds) ANNUAL FUND OPERATING EXPENSES (expenses that you pay each year as a Management Fees (may adjust up or down)(2) Distribution/Service(12b-1) Fees(3) Other Expenses(4) Total Annual Fund Operating Expenses(5) Fee Waiver(5) Total Annual Fund Operating Expenses After Fee Waiver(5) Pro Forma Based on Proposed Index Maximum Sales Charge (load) Imposed on Purchases (as a percentage of offering price) Maximum Deferred Sales Charge (load) (as a percentage of the lower of original purchase price or redemption proceeds) ANNUAL FUND OPERATING EXPENSES (expenses that you pay each year as a Management Fees (may adjust up or down)(2) Distribution/Service(12b-1) Fees(3) Other Expenses(4) Total Annual Fund Operating Expenses(5) Fee Waiver(5) Total Annual Fund Operating Expenses After Fee Waiver(5)Class N Shares Fiscal Year End
June 30, 2018 None None None None
percentage of the value of your investment)(1) 0.80 % 0.80 % None None 0.32 % 0.32 % 1.12 % 1.12 % 0.19 % 0.19 % 0.93 % 0.93 % Class T Shares Fiscal Year End
June 30, 2018 None None None None
percentage of the value of your investment)(1) 0.80 % 0.80 % None None 0.49 % 0.49 % 1.29 % 1.29 % 0.12 % 0.12 % 1.17 % 1.17 %
EXAMPLES:
The following examples are based on expenses without waivers. These examples are intended to help you compare the cost of investing in the Fund, under both the Current Advisory Agreement and the Amended Advisory Agreement, with the cost of investing in other mutual funds. The examples assume that you invest $10,000 in the Fund for the time periods indicated and reinvest all dividends and distributions. The examples also assume that your investment has a 5% return each
year and that the Fund’s operating expenses without waivers remain the same. Thepro forma calculations assume that the Performance Adjustment had been in effect for a36-month period as of June 30, 2018. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
If Shares are redeemed*: | 1 Year(6)(7)(8) | 3 Years(6)(9) | 5 Years(6)(9) | 10 Years(6)(9) | ||||||||||||
Class A Shares | ||||||||||||||||
Current | $ | 724 | $ | 1,036 | $ | 1,371 | $ | 2,314 | ||||||||
Pro Formabased on Proposed Index | 724 | 1,036 | 1,371 | 2,314 | ||||||||||||
Class C Shares | ||||||||||||||||
Current | 342 | 745 | 1,275 | 2,726 | ||||||||||||
Pro Formabased on Proposed Index | 342 | 745 | 1,275 | 2,726 | ||||||||||||
Class D Shares | ||||||||||||||||
Current | 121 | 378 | 654 | 1,443 | ||||||||||||
Pro Formabased on Proposed Index | 121 | 378 | 654 | 1,443 | ||||||||||||
Class I Shares | ||||||||||||||||
Current | 110 | 343 | 595 | 1,317 | ||||||||||||
Pro Formabased on Proposed Index | 110 | 343 | 595 | 1,317 | ||||||||||||
Class N Shares | ||||||||||||||||
Current | 114 | 356 | 617 | 1,363 | ||||||||||||
Pro Formabased on Proposed Index | 114 | 356 | 617 | 1,363 | ||||||||||||
Class S Shares | ||||||||||||||||
Current | 220 | 679 | 1,164 | 2,503 | ||||||||||||
Pro Formabased on Proposed Index | 220 | 679 | 1,164 | 2,503 | ||||||||||||
Class T Shares | ||||||||||||||||
Current | 131 | 409 | 708 | 1,556 | ||||||||||||
Pro Formabased on Proposed Index | 131 | 409 | 708 | 1,556 | ||||||||||||
If Shares are not redeemed*: | 1 Year(6)(7)(8) | 3 Years(6)(9) | 5 Years(6)(9) | 10 Years(6)(9) | ||||||||||||
Class A Shares | ||||||||||||||||
Current | $ | 724 | $ | 1,036 | $ | 1,371 | $ | 2,314 | ||||||||
Pro Formabased on Proposed Index | 724 | 1,036 | 1,371 | 2,314 | ||||||||||||
Class C Shares | ||||||||||||||||
Current | 242 | 745 | 1,275 | 2,726 | ||||||||||||
Pro Formabased on Proposed Index | 242 | 745 | 1,275 | 2,726 | ||||||||||||
Class D Shares | ||||||||||||||||
Current | 121 | 378 | 654 | 1,443 | ||||||||||||
Pro Formabased on Proposed Index | 121 | 378 | 654 | 1,443 | ||||||||||||
Class I Shares | ||||||||||||||||
Current | 110 | 343 | 595 | 1,317 | ||||||||||||
Pro Formabased on Proposed Index | 110 | 343 | 595 | 1,317 |
Current Pro Formabased on Proposed Index Current Pro Formabased on Proposed Index Current Pro Formabased on Proposed IndexIf Shares are not redeemed*: 1 Year(6)(7)(8) 3 Years(6)(9) 5 Years(6)(9) 10 Years(6)(9) Class N Shares 114 356 617 1,363 114 356 617 1,363 Class S Shares 220 679 1,164 2,503 220 679 1,164 2,503 Class T Shares 131 409 708 1,556 131 409 708 1,556
(1) | All expenses are shown without the effect of expense offset arrangements. Pursuant to such arrangements, credits realized as a result of uninvested cash balances are used to reduce custodian and transfer agent expenses. |
(2) | The “Management Fee” is the investment advisory fee rate paid by the Fund to Janus Capital. Any Performance Adjustment included in calculating the Management Fee as shown for each class of shares is based on the investment performance of the Fund’s Class A shares versus the Russell 3000® Value Index (for “Current” expenses) and the Russell 2500TM Value Index (for “Pro Forma”expenses), over the36-month period ended June 30, 2018. Once the Performance Adjustment is determined, it is applied across each other class of shares of the Fund. The annual investment advisory fee rate, prior to any Performance Adjustment, is 0.70%. The management fee shown for the Fund does not reflect any waivers by Janus Capital. These waivers, if applicable, are reflected under “Total Annual Fund Operating Expenses After Fee Waiver.” |
(3) | If applicable to the share class, because12b-1 fees are charged as an ongoing fee, over time the fee will increase the cost of your investment and may cost you more than paying other types of sales charges. Distribution/Service(12b-1) Fees include a shareholder servicing fee of up to 0.25% for Class C Shares. |
(4) | “Other Expenses” for Class A Shares, Class C Shares, and Class I Shares may include administrative fees charged by intermediaries for the provision of administrative services, including recordkeeping, subaccounting, order processing for omnibus or networked accounts, or other shareholder services provided on behalf of shareholders of the Fund. “Other Expenses” for Class S Shares and Class T Shares include an administrative services fee of 0.25% of the average daily net assets of each class to compensate Janus Services LLC (“Janus Services”), the Fund’s transfer agent, for providing, or arranging for the provision by intermediaries of, administrative services, including recordkeeping, subaccounting, order processing for omnibus or networked accounts, or other shareholder services provided on behalf of retirement plan participants, pension plan participants, or other underlying investors investing through institutional channels. “Other Expenses” for Class D Shares include an administrative services fee of 0.12% of the average daily net assets of Class D Shares for shareholder services provided by Janus Services. “Other Expenses” for all classes may include acquired fund fees and expenses, which are indirect expenses the Fund may incur as a result of investing in shares of an underlying fund. “Acquired Fund” refers to any underlying fund (including, but not limited to, exchange-traded funds) in which a fund invests or has invested during the period. To the extent that the Fund invests in Acquired Funds, the Fund’s “Total Annual Fund Operating Expenses” may not correlate to the “Ratio of gross expenses to average net assets” presented in the Financial Highlights tables because that ratio includes only the direct operating expenses incurred by the Fund, not the indirect costs of investing in Acquired Funds. Such amounts are less than 0.01%. “Other Expenses” for all classes may include reimbursement to Janus Capital of itsout-of-pocket costs for services as administrator and to Janus Services of itsout-of-pocket costs for serving as transfer agent and providing, or arranging by others the provision of, servicing to shareholders. |
(5) | Janus Capital has contractually agreed to waive its investment advisory fee and/or reimburse operating expenses to the extent that the Fund’s total annual fund operating expenses (excluding the Performance Adjustment, the fees payable pursuant to a Rule12b-1 plan, shareholder servicing fees, such as transfer |
agency fees (includingout-of-pocket costs), administrative services fees and any networking/omnibus/administrative fees payable by any share class; brokerage commissions; interest; dividends; taxes; acquired fund fees and expenses; and extraordinary expenses) exceed 0.82% until at least [June 30, 2020]. The contractual waiver may be terminated or modified prior to this date only at the discretion of the Board of Trustees. |
(6) | Application of the expense waivers and their effect on annual fund operating expenses is reflected, when applicable, under “Total Annual Fund Operating Expenses After Fee Waiver” in the table. |
(7) | Assumes the payment of the maximum initial sales charge on Class A Shares at the time of purchase for the Fund. The sales charge may be waived or reduced for certain investors, which would reduce the expenses for those investors. |
(8) | A contingent deferred sales charge of up to 1.00% may be imposed on certain redemptions of Class A Shares bought without an initial sales charge and then redeemed within 12 months of purchase. The contingent deferred sales charge is not reflected in the Examples. |
(9) | A contingent deferred sales charge of 1.00% generally applies on Class C Shares redeemed within 12 months of purchase. The contingent deferred sales charge may be waived for certain investors. |
* | ThePro Forma numbers shown for each class of shares of the Fund include apro forma management fee calculated as described in the text and related footnotes that accompany the fee table above. |
As a result of the Strategy Change, the Fund’s portfolio will be transitioned to a portfolio focused on small- andmid-capitalization stocks, and certain holdings will be sold and others bought. This will result in the Fund incurring transaction costs as well as potentially recognizing capital gains. While the exact impact of any Strategy Change cannot be predicted with certainty, based on the Fund’s portfolio and market conditions as of February 20, 2019, Janus Capital estimated that the Fund would incur costs of between 0.08% and 0.17% to reposition the portfolio. This estimate includes trading and related costs. Janus Capital also estimated that as of February 20, 2019, the Fund would realize short-term and long-term capital gains of approximately $0.12 per share and $0.56 per share, respectively. These costs and capital gains may change based on market conditions and the Fund’s portfolio when the Strategy Change is effective, and may be higher or lower. The Fund’s operating costs (excluding advisory fees), are not expected to materially change as a result of the Strategy Change.
Janus Capital met with the Trustees, all of whom are Independent Trustees, on December 5, 2018 and March 14, 2019, to discuss the Amended Advisory Agreement and other matters related to the Strategy Change. At these meetings, the Trustees discussed the Amended Advisory Agreement and the Strategy Change with their independent counsel, separately from management. During the course of the meetings, the Trustees requested and considered such information as they deemed relevant to their deliberations. At the meeting held on March 14, 2019, the Board of Trustees, upon the recommendation of Janus Capital, voted unanimously to approve the Amended Advisory Agreement for the Fund, and recommended that the Proposal be submitted to shareholders for approval. The Board of Trustees also approved matters related to the Strategy Change, effective upon approval of the Proposal by the Fund’s shareholders.
In determining whether to approve the Amended Advisory Agreement, the Trustees noted their most recent consideration of the Current Advisory Agreement as part of the Trustees’ annual review and consideration of whether to continue the investment advisory agreement andsub-advisory agreement, as applicable, for each Janus Henderson Fund, including the Fund (the “Annual Review”). The Trustees noted that in connection with the Annual Review; (i) the Trustees received and reviewed information provided by Janus Capital and eachsub-adviser, including Perkins, in response to requests of the Trustees and their independent legal counsel, and also received and reviewed information and analysis provided by, and in response to requests of, their independent fee consultant; and (ii) throughout the Annual Review, the Trustees were advised by their independent legal counsel. The Trustees also noted that based on the Trustees’ evaluation of the information provided by Janus Capital, Perkins and the independent fee consultant, as well as other information, the Trustees determined that the overall arrangements between the Fund and Janus Capital and Perkins was fair and reasonable in light of the nature, extent and quality of the services provided by Janus Capital, its affiliates and Perkins, the fees charged for those services, and other matters that the Trustees considered relevant in the exercise of their business judgment, and the Trustees unanimously approved the continuation of the Current Advisory Agreement for another year.
In considering the Amended Advisory Agreement, the Trustees reviewed and analyzed various factors that they determined were relevant, including the factors described below, none of which by itself was considered dispositive. However, the material factors and conclusions that formed the basis for the Trustees’ determination to approve the Amended Advisory Agreement are discussed separately below.
The terms of the Amended Advisory Agreement are substantially similar to those of the Current Advisory Agreement, which the Trustees recently reviewed as part of the Annual Review, and the material changes made to the Amended Advisory Agreement address the proposed change to the benchmark index and the description of the period used for calculating the performance fee in order to allow for continuity of the fee based on the Fund’s historical performance over a36-month measurement period.
• | As part of the Strategy Change, the Fund will focus its investments on common stocks of companies that are small- andmid-capitalization stocks, and the proposed benchmark index, the Russell 2500TM Value Index, is more closely aligned with a small- andmid-cap stock focus than the Fund’s current benchmark index, the Russell 3000® Value Index. |
Under the Amended Advisory Agreement, the structure of the performance fee was not changing, other than to utilize a different benchmark and performance calculation period to implement the new benchmark over time, and that this structure had been implemented initially for the Fund based on analysis provided by the independent fee consultant. The Trustees considered the information provided by Janus Capital in this regard, and
noted Janus Capital’s belief that this performance fee structure remained reasonable and appropriate for the Fund. The Trustees concluded that this performance fee structure was reasonable for the Fund as proposed, and also determined to seek further analysis from their independent fee consultant with respect to this matter. In this regard, Janus Capital agreed to consider further revisions to the proposed performance fee structure should that be needed based on the additional analysis provided. (On March 21, 2019, the independent fee consultant provided additional analysis to the Trustees with respect to the proposed performance fee structure for the Fund as repositioned, and the independent fee consultant concluded that such structure would be effective and reasonable.) |
As part of the Strategy Change, Perkins will continue to providesub-advisory services to the Fund, but will utilize new portfolio managers to implement the Fund’s focus on common stocks of companies that are small- andmid-capitalization stocks. In this regard, the Trustees noted the information provided by Janus Capital with respect to the qualifications and experience of the new portfolio managers implementing investment strategies similar to the one to be utilized by the Fund, and also noted that Perkins and the new portfolio managers providesub-advisory services to other Janus Henderson Funds the Trustees oversee.
The information provided by Janus Capital with respect to (i) the impact of the Amended Advisory Contract on the potential advisory fees to be paid by the Fund going forward; and (ii) the potential transaction costs and capital gains to be incurred by the Fund as part of the efforts to reposition the Fund’s portfolio to focus its investments on common stocks of companies that are small- andmid-capitalization stocks. In this regard, the Trustees noted that the Fund’s operating costs were not expected otherwise to materially change under the Amended Advisory Agreement.
Janus Capital’s reasons for seeking to implement the Strategy Change, including Janus Capital’s belief that current marketplace demands for a small andmid-cap strategy, combined with Perkins’ experience in managing small- andmid-cap stocks, will provide greater opportunity for the Fund to grow over the long-term, and that the Strategy Change is designed to create asset growth through increased sales for the Fund, potentially resulting in increased operational efficiencies for the Fund.
Janus Capital will pay the fees and expenses related to seeking Fund shareholder approval of the Amended Advisory Agreement, including the costs related to the preparation and distribution of proxy materials, and all other costs incurred in connection with the solicitation of proxies.
The Trustees of the Trust unanimously recommend that you vote “FOR” each nominee.approval of the Amended Advisory Agreement.
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MANAGEMENTAFFILIATED SERVICE PROVIDERS, BROKERAGE AND OTHER SERVICE PROVIDERSFEES
Investment Adviser and AdministratorAdministrator.. Janus Capital, located at 151 Detroit Street, Denver, Colorado 80206, also serves as the investment adviser and administrator to the Funds.Fund pursuant to an Administration Agreement between Janus Capital and the Trust. Janus Capital is authorized to delegate to others to perform certain administrative and other services. Pursuant to the Administration Agreement between Janus Capital and the Trust, the Fund (along with other funds of the Trust) reimburses Janus Capital for reasonable costs incurred in performing certain administrative and clerical functions. Some examples of these reimbursable expenses include net asset value determination, fund accounting, updating of the Trust’s registration statement, and supporting the Board of Trustees. Janus Capital does not receive compensation as administrator of the Fund. Janus Capital intends to continue to provide the same administrative services after implementation of the proposed Amended Advisory Agreement.
Distributor.Janus Distributors a wholly-owned subsidiary ofLLC dba Janus Capital,Henderson Distributors (the “Distributor”), located at 151 Detroit Street, Denver, Colorado 80206, a wholly-owned subsidiary of Janus Capital, serves as distributor of the Funds.Fund pursuant to an Amended and Restated Distribution Agreement between the Trust and the Distributor. According to plans adopted pursuant to Rule12b-1 under the 1940 Act for Class A Shares, Class C Shares, and Class S Shares, the Distributor receives a12b-1 fee from each such class of shares that is used to pay for distribution and/or shareholder services. Class A Shares and Class S Shares pay the Distributor a12b-1 fee at the annual rate of up to 0.25% of the average daily net assets of Class A Shares and Class S Shares. Class C Shares pay a12b-1 fee to the Distributor of up to 1.00% (0.75% distribution fee and 0.25% shareholder services fee) of the average daily net assets of Class C Shares. Payments are made to the Distributor, who may make ongoing payments to financial intermediaries and may retain amounts paid by the Fund. Payments under the plans are not tied exclusively to actual distribution and shareholder service expenses, and the payments may exceed distribution and shareholder service expenses actually incurred. The Distributor intends to continue to provide the same services after implementation of the proposed Amended Advisory Agreement.
Fees paid by Class A Shares, Class C Shares, and Class S Shares of the Fund to the Distributor, pursuant to their respective12b-1 plan, during the Fund’s fiscal year ended June 30, 2018 is shown in the table below.
Class A Shares | Class C Shares | Class S Shares | ||
$1,252 | $3,187 | $285 |
Transfer Agent.Janus Services LLC (“Janus Services”), a wholly-owned subsidiary of Janus Capital, located at 151 Detroit Street, Denver, Colorado 80206, a wholly-owned subsidiary of Janus Capital, serves as the Fund’s transfer agent pursuant to an Amended and Restated Transfer Agency Agreement (the “Transfer Agency Agreement”) between Janus Services and the Trust.
Janus Services provides or arranges for the provision of certain other administrative services including, but not limited to, recordkeeping, accounting, order processing, and other shareholder services for the Fund. Pursuant to the Funds.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Based on the Audit Committee’s recommendation, the BoardTransfer Agency Agreement, each class 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 Funds. 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 eachshares of the last two yearsFund reimburses Janus Services for Funds with both June 30 and September 30 fiscal year ends.
Audit Fees
The aggregate fees billed for professional services renderedout-of-pocket expenses incurred by PwC for the audit of the Funds’ annual financial statements or services that are normally provided by PwCJanus Services in connection with statutoryservices rendered. In addition, Janus Services receives an administrative services fee paid by Class D Shares at the annual rate of 0.12% of Class D Shares’ average daily net assets, and regulatory filingspaid by each of Class T Shares and Class S Shares at the annual rate of 0.25% of the average daily net assets of such share class. Such fee compensates Janus Services for providing or engagementsarranging 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 performanceprovision of certain other administrative or other shareholder services. Janus Services may pass through all or a portion of the auditshareholder services fee received from Class T Shares and Class S Shares to financial intermediaries. Janus Services intends to continue to provide the same services after implementation of the Funds’ financial statementsproposed Amended Advisory Agreement.
Fees paid by Class D Shares, Class S Shares, and are not reported under “Audit Fees” above forClass T Shares of the Fund to Janus Services during the fiscal years endingyear ended June 30, 2018, are shown in 2015 and 2014 were $56,396 and $87,882, respectively.the following table.
Fees Paid to Janus Services ($) | ||||
Class D Shares | Class S Shares | Class T Shares | ||
28,177 | 285 | 57,450 |
Affiliated Brokerage.The natureFund did not pay brokerage commissions within the last fiscal year to (i) any broker that is an affiliated person of the services comprising the fees disclosed under this category includes the reviewFund or an affiliated person 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.
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The naturesuch person, or (ii) any broker an affiliated person of which is an affiliated person of the services comprisingFund, Janus Capital, or Perkins.
Payments to Affiliates. During 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 thanFund’s last fiscal year, 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-approveFund did not make any engagement of PwC (i) to provide audit or non-audit services to the Trust or (ii) to provide non-audit servicesmaterial payments to Janus Capital or entities controlling, controlled by,Perkins or under common control withany affiliated person of Janus Capital that provide ongoingor Perkins for services provided 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 laterFund (other 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-auditCurrent Advisory Agreement,Sub-Advisory Agreement, Administration Agreement, or fees billed by PwC for services renderedpaid to the Trust, and rendered toDistributor or 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.Services as described herein).
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ADDITIONAL INFORMATION ABOUT 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’s name as of the Record Date. If you are not the owner of record, but your shares are instead held for your benefit by a financial intermediary such as a retirement plan service provider, broker-dealer, bank trust department, insurance company, or other financial intermediary, that financial intermediary may request that you provide instruction on how to vote the shares you beneficially own. Your financial intermediary will provide you with additional information.
Thirty percent of the outstanding shares of the Fund entitled to vote (all classes of all Fundsthe Fund voting together) shall be a quorum for the transaction of business by the 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 is not present or the vote required to approve the proposalProposal is not obtained at the Meeting, the persons named as proxies may propose one or more adjournments or postponements of the Meeting, in accordance with applicable law, to permit further solicitation of proxies with respect to the proposal.proxies. Any such adjournment or postponement as to the proposalProposal will require the affirmative vote of the holders of a majority of the shares of the Funds,Fund present in person or by proxy at the Meeting. If a quorum is not present or the vote required to approve the Proposal is not obtained, the persons named as proxies will vote thethose proxies for the FundsFund (excluding brokernon-votes and abstentions) in favor of such adjournment or postponement if they determine additional solicitation is warranted and in the interest of shareholders of the Funds.Fund.
“Brokernon-votes” are shares held by a broker or nominee for which an executed proxy is received by athe Fund, but are not voted because instructions have not been received from beneficial owners or persons entitled to vote, and the broker or nominee does not have discretionary voting power. For purposes of voting on the proposal,Proposal, abstentions and “brokernon-votes” will be counted as present for purposes of determining whether a quorum is present, but will have nodo not represent votes cast in favor of an adjournment, postponement, or the Proposal. Therefore, if your shares are held through a broker or other effect onnominee, it is important for you to instruct the proposal, for whichbroker or nominee how to vote your shares.
To become effective, the requiredAmended Advisory Agreement requires the affirmative vote isof a plurality (the greatest number) of votes cast.
Proposal 1: Election of Trustees
Shareholders1940 Act Majority of the Funds willFund in favor of the Proposal, with all classes of shares voting together as a single class. A 1940 Act Majority means the lesser of the vote together. The presenceof: (i) 67% or more of the shares of the Fund entitled to vote thereon present at the meeting if the holders of more than 50% of such outstanding shares are present in person or represented by proxyproxy; or (ii) more than 50% of such outstanding shares of the holders of record of thirty percent of the aggregate total sharesFund entitled to vote thereon. For purposes of all Funds constitutes a quorum atdetermining the Meeting with respect to thisapproval of the Amended Advisory Agreement, abstentions and brokernon-votes will have the same effect as shares voted against the Proposal.
The number of outstanding shares and net assets of each class of eachthe Fund, as applicable, as of the close of business on the Record Date, is includedattached inAppendix CD to this Proxy Statement.
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Beneficial owners of 5% or more of the outstanding shares of each class of eachthe Fund are providedshown inAppendix DE 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 athe Fund except as stated inAppendix DE. To the best knowledge of the Trust, the entities shown inAppendix E as owning 25% or more of the Fund, unless otherwise indicated, are not the beneficial owners of such shares.
[As of the Record Date, the officers and Trustees as a group owned less than 1% of the outstanding shares of the Fund.]
The cost of preparing, printing, and mailing the preparation of these proxy materialscard and their distribution,this Proxy Statement, and all other costs incurred with the solicitation of proxies, including any additional solicitation made by letter, telephone, or otherwise, will be paid by the Funds.
Janus Capital. In addition to solicitation of proxies by mail, certain officers and representatives of the Trust, certain 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, U.S. mail, verbal, internet, email, or by any other means available.
Janus Capital has engaged Computershare,[], a professional proxy solicitation firm, to assist in the solicitation of proxies for the Funds. The aggregate costs for engaging Computershare areFund, at an estimated tocost of $[], plus [anyout-of-pocket] expenses. Such expenses will be approximately $1.2 million.paid by Janus Capital. Among other things, Computershare[] 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 athe Fund and to obtain authorization for the execution of proxies. ForTo the extent that Janus Capital or the Fund would have directly borne the expenses for those services, theyJanus Capital will be reimbursed by the Fundsreimburse these intermediaries for their expenses.
As the Meeting date of the Meeting approaches, certain shareholders whose votes have not been received may receive telephone calls from a representative of Computershare.[]. Authorization to permit Computershare[] to execute proxies may be obtained by telephonic or electronically transmitted instructions from shareholders of eachthe Fund. Proxies that are obtained telephonically will be recorded in accordance with the procedures described below. The Funds believeJanus Capital believes that these procedures are reasonably designed to ensure that both the identity of the shareholder casting the vote and the voting instructions of the shareholder are accurately determined.
In all cases where a telephonic proxy is solicited, the Computershare[ ] representative is required to ask for certain identifyingeach shareholder’s full name, address and title (if 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 in the mail or electronically. If the information from each shareholder. Thensolicited agrees with the information provided to the representative, will askthen the shareholderrepresentative has the responsibility to vote their shares by telephone,explain the process, and ask for the shareholder’s instructions on the proposal(s).Proposal. Although the representative is permitted to answer questions about the process, he or she is not permitted to recommend to the shareholder how to vote. The representative may read theany recommendation set forth in this Proxy Statement. The representative will record the shareholder’s instructions. Within 72 hours, the shareholder will be sent a
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confirmation of his or her vote asking the shareholder to call 1-866-492-0863[] immediately if his or her instructions are not accurately reflected in the confirmation.
Internet Voting. Shareholders may provide their voting instructions through Internet voting by following the instructions on the enclosed proxy card. Shareholders who vote via the Internet, in addition to confirming their voting instructions prior to submission and terminating their Internet voting session, will, upon request, receive ane-mail confirming their voting instructions.
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).card. 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 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 or by telephone, the shareholder may still submit the proxy card(s)card 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)card may contact Computershare[] at 1-866-492-0863.[1-]. Any proxy given by a shareholder is revocable until voted at the Meeting.
Revoking a ProxyProxy.. Any shareholder submitting a proxy has the power to revoke it at any time before it is exercised at the Meeting by submitting to the Secretary of the Trust at 151 Detroit Street, Denver, Colorado 80206, a written notice of revocation or a subsequently executed proxy or voting instructions, 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” the proposal(s),Proposal, as described in this Proxy Statement.
Shares Held by AccountsAttending the Meeting. If you wish to attend the Meeting and vote in person, you will be able to do so. If you intend to attend the Meeting in person and you are a record holder of Insurance Companies. Sharesa Fund’s shares, in order to gain admission you may be asked to show photographic identification, such as your driver’s license. If you intend to attend the Meeting in person and you hold your shares through a broker, bank or other
intermediary, in order to gain admission you may be asked to show photographic identification, such as your driver’s license, and satisfactory proof of ownership of shares of a Fund, such as your voting instruction form (or a copy thereof) or broker’s statement indicating ownership as of a recent date. If you hold your shares in a brokerage account or through a bank or other intermediary you will not be able to vote in person at the Meeting unless you have previously requested and obtained a “legal proxy” from your broker, bank or other intermediary and present it at the Meeting. You may contact [ ] at [ ] to obtain directions to the site 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.Meeting.
Shareholder Proposals for Subsequent Meetings
The Funds areTrust is not required, and dodoes not intend, to hold annual shareholder meetings. 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.
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Under the proxy rules of the SEC, shareholder proposals that meet certain conditions may be included in athe Fund’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 eithereither: (i) with a value of at least $2,000$2,000; or (ii) in an amount representing at least 1% of the 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 Fund began to print and mail this Proxy Statement in order to be included in this Proxy Statement. A proposal submitted for inclusion in a Fund’s proxy material for the next special meeting after the meeting to which this Proxy Statement relates must be received by the Fund within a reasonable time before the Fund begins to print and mail the proxy materials for that meeting.
A shareholder wishing to submit a proposal for inclusion in a proxy statement subsequent to the 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 athe 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 FundsFund began to mail this Proxy Statement. The timely submission of a proposal does not guarantee its inclusion in the proxy materials.
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’s Secretary at the address of the Trust’s principal executive office. All such communications received by the Trust’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
The annual report to shareholders of the Funds,Fund, including financial statements of eachthe Fund, has previously been sent to shareholders.The Funds provideFund provides annual and semiannual reports to theirits shareholders that highlight relevant information,including investment results and a review of portfolio changes. Additional copies of the Funds’Fund’s most recent annual report and any more recent semiannual report are available, without charge, by calling a Janus Henderson representative at1-877-335-2687(or (or1-800-525-3713 if you hold shares directly with Janus Capital)the Fund), via the Internet at janus.com/janushenderson.com/info (or janus.com/janushenderson.com/reports if you hold shares directly with
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Janus Capital), or by sending a written request to the Secretary of the Trust at 151 Detroit Street, Denver, Colorado 80206.
To avoid sending duplicate copies of materials to households, the FundsFund may mail only one copy of each report or this Proxy Statement to shareholders having the same last name and address on the Funds’Fund’s records. The consolidation of these mailings benefits the FundsFund through reduced mailing expenses. IfWith respect to Class D Shares, if a shareholder wants to receive multiple copies of these materials or to receive only one copy in the future, the shareholder should contact the Funds’Fund’s transfer agent, Janus Services, at1-800-525-3713 or notify the Funds’Fund’s transfer agent in writing at P.O. Box 55932, Boston, Massachusetts 02205-5932.219109, Kansas City, Missouri 64121-9109. With respect to other share classes, shareholders should contact their financial intermediary.
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 matter described in this Proxy Statement. Should any other mattermatters 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.Fund.
Please vote by Internet or telephone promptly, or complete, date, sign and return the enclosed proxy card(s) or vote by Internet or telephone promptly.card. No postage is required if you mail your proxy card(s)card in the United States.
By order of the Board of Trustees,
/s/ Bruce L. Koepfgen
Bruce L. Koepfgen
President and Chief Executive Officer of
Janus Investment Fund
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APPENDIX A: | ||
APPENDIX B: | Principal Executive Officers of the Trust and Their Principal Occupations | |
APPENDIX C: | ||
APPENDIX D: | ||
APPENDIX E: | Principal Holders |
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NOMINATINGPRINCIPAL EXECUTIVE OFFICERS AND GOVERNANCE COMMITTEE CHARTER
DIRECTORS OF 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 (each a “Trust” and, together, the “Trusts” and each series thereof, a “Fund”). Its primary functions are to:
II. COMPOSITION
The Committee shall be comprised of three or more Independent Trustees, who shall be designated by a majority vote of the Trustees. Independent Trustees are those Trustees of the Trusts who are not “interested persons” of the Trusts, as defined by the Investment Company Act of 1940, as amended (the “1940 Act”), and who meet the standards for independence set forth in the Procedures and Guidelines.
The members and Chair of the Committee shall be elected by the Trustees annually and serve until their respective successors shall be duly elected and qualified.
III. MEETINGS
The Committee shall meet four times annually, or more frequently as circumstances dictate. Special meetings (including telephone meetings) may be called by the Chair or a majority of the members of the Committee upon reasonable notice to the other members of the Committee. The presence in person or by telephone of a majority of the number of Committee members shall constitute a quorum at any meeting. If a quorum is not present, the member(s) of the Committee who is/are present may select any other Independent Trustee(s) to serve on the Committee for such meeting to constitute a quorum. The Committee may ask management and representatives of the Trusts’ servicing agents to attend meetings and provide pertinent information as appropriate.
A-1
IV. RESPONSIBILITIESCAPITAL 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:PERKINS AND THEIR PRINCIPAL OCCUPATIONS
Janus Capital(1) |
Name | Janus Capital/Affiliated Entity Name | Position(s) with Janus Capital or | ||
Enrique Chang | Janus Capital Group Inc. | Chief Investment Officer | ||
Janus Capital Management LLC | Chief Investment Officer | |||
Perkins Investment Management LLC | Manager | |||
Janus Capital International Limited | Director | |||
Michael Drew Elder | Janus Capital Group Inc. | Co-Head of Global Distribution | ||
Janus Capital Management LLC | Senior Vice President andCo-Head of Global Distribution | |||
Janus Distributors LLC d/b/a Janus Henderson Distributors | President | |||
Perkins Investment Management LLC | Manager | |||
Geneva Capital Management LLC | Senior Vice President andCo-Head of Global Distribution | |||
Henderson Global Investors (North America) Inc. | Co-Head of Global Distribution | |||
Byron Hittle | Janus Capital Management LLC | Vice President | ||
Brennan A. Hughes | Janus Capital Group Inc. | Chief Accounting Officer, Senior Vice President, Director, and Treasurer | ||
Janus Capital Management LLC | Chief Accounting Officer, Senior Vice President, and Treasurer | |||
Janus Distributors LLC d/b/a Janus Henderson Distributors | Chief Accounting Officer, Senior Vice President, and Treasurer | |||
Janus Services LLC | Chief Accounting Officer, Senior Vice President, and Treasurer | |||
The | Director | |||
Janus Management Holdings Corporation | Chief Accounting Officer, Senior Vice President, and Treasurer | |||
Janus Holdings LLC | Chief Accounting Officer, Senior Vice President, and Treasurer | |||
Intech Investment Management LLC | Director and Vice President | |||
Perkins Investment Management LLC | Vice President, Controller, and Manager | |||
Geneva Capital Management LLC | Senior Vice President and Treasurer | |||
Janus International Holding LLC | Chief Accounting Officer and Senior Vice President | |||
Janus UK Holdings Corporation Limited (UK) | Director | |||
Henderson Equity Holdings LLC | Senior Vice President and Treasurer | |||
Henderson Global Investors (North America) Inc. | Senior Vice President, Director, and Treasurer | |||
VS Holdings Inc. | Chief Accounting Officer, Senior Vice President, Treasurer, and Director | |||
Janus Capital International Limited | Director | |||
Janus Capital (Switzerland) LLC | Director | |||
Henderson Global Investors Equity Planning Inc. | Director | |||
Henderson Global Investors Limited | Director | |||
Henderson International GP LLC | Senior Vice President and Treasurer | |||
Henderson International Inc. | Senior Vice President, Treasurer, and Director |
Name | Janus Capital/Affiliated Entity Name | Position(s) with Janus Capital or | ||
Bruce L. Koepfgen | Janus Capital Group Inc. | President and Director | ||
Janus Capital Management LLC | President and Head of North America | |||
Janus Distributors LLC d/b/a Janus Henderson Distributors | Executive Vice President | |||
Janus Management Holdings Corporation | President and Director | |||
Intech Investment Management LLC | Vice President and Director | |||
Perkins Investment Management LLC | Executive Vice President and Manager | |||
Geneva Capital Management LLC | President | |||
Janus International Holding LLC | Executive Vice President | |||
Janus UK Holdings Corporation Limited (UK) | Director | |||
VS Holdings Inc. | President and Director | |||
Henderson Equity Holdings LLC | President | |||
Henderson Global Investors Equity Planning Inc. | Director | |||
Henderson International GP LLC | President | |||
Henderson International Inc. | President and Director | |||
Henderson Global Investors (North America) Inc. | President and Director | |||
Janus Henderson Investors (Japan) Limited | Director | |||
Tiphani D. Krueger | Janus Capital Group Inc. | Co-Head Human Resources | ||
Janus Capital Management LLC | Co-Head Human Resources | |||
The Janus Henderson Foundation | President | |||
Janus Management Holdings Corporation | Executive Vice President | |||
Henderson Global Investors (North America) Inc. | Co-Head of Human Resources | |||
Karlene J. Lacy | Janus Capital Group Inc. | Senior Vice President | ||
Janus Capital Management LLC | Senior Vice President, Taxation and Compensation Accounting | |||
Janus Distributors LLC d/b/a Janus Henderson Distributors | Senior Vice President, Taxation and Compensation Accounting | |||
Janus Holdings LLC | President | |||
Janus International Holdings LLC | President | |||
Janus Management Holding Corporation | Senior Vice President | |||
Janus Services LLC | Senior Vice President, Taxation and Compensation Accounting | |||
Intech Investment Management LLC | Vice President | |||
Perkins Investment Management LLC | Vice President | |||
Geneva Capital Management LLC | Senior Vice President and Head of Taxation and Compensation Accounting | |||
Henderson Equity Holdings LLC | Senior Vice President and Head of Taxation and Compensation Accounting | |||
Henderson Global Investors (North America) Inc. | Senior Vice President, Taxation and Compensation Accounting and Director | |||
Henderson Global Investors Equity Planning Inc. | Director | |||
Henderson International GP LLC | Senior Vice President and Head of Taxation and Compensation Accounting | |||
Henderson International Inc. | Senior Vice President, Head of Taxation and Compensation Accounting and Director | |||
Janus UK Holdings Corporation Limited (UK) | Director | |||
VS Holdings Inc. | Senior Vice President and Director |
Name | Janus Capital/Affiliated Entity Name | Position(s) with Janus Capital or | ||
Kristin B. Mariani | Janus Capital Management LLC | Chief Compliance Officer | ||
Janus Distributors LLC d/b/a Janus Henderson Distributors | Vice President | |||
Janus Services LLC | Vice President | |||
Angela Morton | Janus Capital Management LLC | Vice President, Assistant General Counsel, Assistant Secretary | ||
Janus Services LLC | Vice President and Assistant General Counsel | |||
Michelle R. Rosenberg | Janus Capital Group Inc. | General Counsel | ||
Janus Capital Management LLC | General Counsel and Secretary | |||
Janus Distributors LLC d/b/a Janus Henderson Distributors | General Counsel and Secretary | |||
Janus Services LLC | General Counsel and Secretary | |||
Janus Holdings LLC | General Counsel and Secretary | |||
Janus International Holding LLC | General Counsel | |||
Intech Investment Management LLC | Vice President | |||
Henderson Global Investors (North America) Inc. | General Counsel, Secretary | |||
Henderson Equity Holdings LLC | General Counsel | |||
Henderson International GP LLC | General Counsel | |||
Henderson International Inc. | Secretary | |||
Kathryn Santoro | Janus Capital Management LLC | Assistant General Counsel | ||
Janus Aspen Global Unconstrained Bond Subsidiary, Ltd. | Director | |||
Janus Global Unconstrained Bond Subsidiary, Ltd. | Director | |||
Janus Diversified Alternatives Subsidiary, Ltd. | Director | |||
Amy Stefonick | Janus Capital Group Inc. | Assistant Secretary | ||
Janus Capital Management LLC | Assistant Secretary | |||
Janus Distributors LLC d/b/a Janus Henderson Distributors | Assistant Secretary | |||
Janus Holdings LLC | Assistant Secretary | |||
Janus International Holding LLC | Secretary | |||
Janus Management Holding Corporation | Secretary | |||
Janus Services LLC | Assistant Secretary | |||
Perkins Investment Management LLC | Secretary | |||
Geneva Capital Management LLC | Secretary | |||
Henderson Equity Holdings LLC | Secretary | |||
Henderson Global Investors (North America) Inc. | Assistant Secretary | |||
Henderson Global Investors Equity Planning Inc. | Assistant Secretary | |||
Henderson International GP LLC | Secretary | |||
Henderson International Inc. | Assistant Secretary | |||
VS Holdings Inc. | Secretary |
(1) | The business address for each officer and director is 151 Detroit Street, Denver, Colorado 80206. |
The following officers or Trustees of the Fund are officers, employees, directors, general partners or shareholders of the Adviser:
Name | Title with the | Title with the Adviser | ||
Bruce L. Koepfgen | President and Chief Executive Officer | President | ||
Kathryn Santoro | Vice President, Chief Legal Counsel, and Secretary | Assistant General Counsel |
Perkins(1) |
Name
Janus Capital/Affiliated Entity Name |
Position(s) with Janus Capital or |
Enrique Chang
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Michael Drew Elder
Ted Hans
Although Janus Capital, current Trustees, current shareholders of a Fund and any other person or entity that may be deemed necessary or desirable by the Committee, may submit to the Committee suggested candidates for Trustees, neither the Committee nor the Independent Trustees as a group shall consider those candidates on a preferential basis as opposed to other possible candidates. Shareholders may submit the name of a candidate for consideration by the Committee by submitting their recommendations to the Trusts’ Secretary in accordance 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 evaluating candidates, which process may include, without limitation, personal interviews, background checks, written submissions by the candidates and third party references. The Committee shall be empowered to use Trust assets to retain consultants and other professionals to assist in the process of evaluating candidates. There is no difference in the manner by which the Committee will evaluate nominees when the nominee is submitted by a shareholder.
The Committee reserves the right to make the final selection regarding the nomination of any Trustee of a Trust and to recommend such nomination to the Independent Trustees of the applicable Trust.
Brennan A. Hughes
Vice President, Controller, and Manager | ||||
Greg Kolb | Perkins Investment Management LLC | Chief Investment Officer and Manager | ||
Bruce L. Koepfgen | Perkins Investment Management LLC | Executive Vice President and Manager | ||
Karlene J. Lacy | Perkins Investment Management LLC | Vice President | ||
George Maris | Perkins Investment Management LLC | Manager | ||
Valerie Newman | Perkins Investment Management LLC | Manager | ||
Amy J. Stefonick | Perkins Investment Management LLC | Secretary | ||
Susan Wold | Perkins Investment Management LLC | Vice President | ||
Ryan G. Wolf | Perkins Investment Management LLC | Chief Information Officer |
(1) |
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B. Committee Nominations and Functions
The Committee shall:
C. Governance Oversight
The Committee shall:
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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 Trustees.
E. Other Responsibilities and Duties
The Committee shall:
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Appendix 1
JANUS INVESTMENT FUND
JANUS ASPEN SERIES
(each a “Trust,” and together, the “Trusts,” and each
series of a Trust, a “Fund”)
PROCEDURES FOR CONSIDERATION OF TRUSTEE CANDIDATES SUBMITTED BY SHAREHOLDERS
(Adopted March 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 Trusts. Shareholders of a Fund may submit names of potential candidates for nomination as Trustee of a Trust in accordance with these Procedures.
A candidate for nomination as Trustee of a Trust submitted by a shareholder will not be deemed to be properly submitted to the Committee for the Committee’s consideration unless the following qualifications have been met and procedures followed:
1. A shareholder of a Fund who wishes to nominate a candidate for election to a Trust’s Board of Trustees (“Nominating Shareholder”) must submit any such recommendation in writing via regular mail to the attention of the Secretary of the Trust, at the address of the principal executive offices of the Trust (“Shareholder Recommendation”).
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 be an “interested person” (as such term is defined in the Investment Company Act of 1940, as amended) of the Fund, Janus Capital Management LLC, or any sub-adviser to a Fund, and, if believed not to be an “interested person,” information regarding the candidate that will be sufficient for the Fund to make such determination; (iv) the written and signed consent of the candidate to be named as a nominee and to serve as a Trustee of the Trust, if elected; (v) a description of all arrangements or understandings between the Nominating
A-6
Shareholder, the candidate and/or any other person or persons (including their names) pursuant to which the Shareholder Recommendation is being made, and if none, so specify; (vi) the class or series and number of all shares of the Fund owned of record or beneficially by a candidate, as reported by the candidate; and (vii) such other information that would be helpful to the Committee in evaluating the candidate.
3. The Committee may require the Nominating Shareholder to furnish such other information as it may reasonably require or deem necessary to verify any information furnished pursuant to paragraph 2 above or to determine the qualifications and eligibility of the candidate proposed by the Nominating Shareholder to serve as a Trustee of a Trust. If the Nominating Shareholder fails to provide such other information in writing within 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 consider such candidate.
Unless otherwise specified by the Committee chair (or his designee) or by outside counsel to the independent Trustees, the Secretary of the Trust (or her designee) will promptly forward all Shareholder Recommendations to the Committee chair (or his designee) and the outside counsel to the independent Trustees of the Trust, indicating whether the Shareholder Recommendation has been properly submitted pursuant to these Procedures.
Recommendations for candidates as Trustees of a Trust will be evaluated, among other things, in light of whether the number of Trustees is expected to change and whether the Trustees expect any vacancies. When the Committee is not actively recruiting new Trustees, Shareholder Recommendations will be kept on file until active recruitment is under way.
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PRINCIPAL EXECUTIVE OFFICERS OF THE TRUST AND THEIR PRINCIPAL OCCUPATIONS
Name, Address, and Age | Positions Held with the Trust | Term of Office* and Length of Time Served | Principal Occupations
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151 Detroit Street Denver, CO 80206 DOB: | President and Chief Executive Officer | 7/14-Present | Executive Vice President, Head of North America at Janus Henderson Investors and Janus Capital Management LLC (since 2017); Executive Vice President and Director of Janus | |||||||
LLC (since 2011); Executive Vice President and Director of Perkins Investment Management LLC (since 2011); and President and Director of Janus | ||||||||||
Management Holdings Corporation (since 2011). Formerly, President of Janus Capital Group Inc. and Janus Capital Management LLC(2013-2017);Executive Vice President of Janus Services LLC (2011-2015), Janus Capital Group Inc. and Janus | ||||||||||
Chief Financial Officer of Janus | Capital Group Inc., Janus Capital Management LLC, Janus Distributors LLC, Janus Management Holdings Corporation, and Janus Services LLC(2011-2013). | |||||||||
151 Detroit Street Denver, CO 80206 DOB: |
| Head of Compliance, North America for Janus Henderson (since September 2017); Formerly, Vice President, Head of Global Corporate Compliance, and | ||||||||
151 Detroit Street Denver, CO 80206 DOB: |
Vice President, Treasurer, and
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3/05-Present
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Name, Address, and Age | Positions Held with the Trust | Term of Office* and Length of Time Served | Principal Occupations
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151 Detroit Street Denver, CO 80206 DOB: 1974 |
| 12/16-Present | Assistant General Counsel of Janus Capital (since 2016). Formerly, Vice President and |
JANUS INVESTMENT FUND
FORM OF AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
JANUS HENDERSON SELECT VALUE FUND
THIS AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT (the “Agreement”) is made this [ ]th day of [ ], 2019, 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 anopen-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”), and has registered its shares for public offering under the Securities Act of 1933, as amended (the “1933 Act”); and
WHEREAS, the Trust is authorized to create separate funds, each with its own separate investment portfolio of which the beneficial interests are represented by a separate series of shares; one of such funds created by the Trust being designated as the Janus Henderson Select Value Fund (the “Fund”); and
WHEREAS, the Trust and JCM deem it mutually advantageous that JCM should be appointed as investment adviser to the Fund.
NOW, THEREFORE, the parties agree as follows:
Janus Global Bond Fund
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Investment Advisory Services. JCM shall determine the securities or other assets to be purchased, sold or held and shall place orders for the purchase or sale of such securities or other assets with brokers, dealers or others. JCM shall furnish continuous advice and recommendations to the Fund, and have authority to act with respect thereto, as to the acquisition, holding, or disposition of any or all of the securities or other assets which the Fund may own or contemplate acquiring from time to time. JCM shall give due consideration to the investment policies and restrictions and the other statements concerning the Fund in the Amended and Restated Agreement and Declaration of Trust (“Trust Instrument”), Amended and Restated Bylaws (“Bylaws”), and registration statements under the 1940 Act and the 1933 Act, and to the provisions of the Internal Revenue Code, as amended from time to time, applicable to the Fund as a regulated investment |
company. In addition, JCM shall cause its officers to attend meetings and furnish oral or written reports, as the Trust may reasonably require, in order to keep the Trustees and appropriate officers of the Trust fully informed as to the condition of the investment portfolio of the Fund. Subject to the approval of the Trustees of the Trust and, if required, the shareholders of the Fund, JCM is authorized to engage one or more subadvisers in connection with JCM’s duties and responsibilities under this Agreement, which subadvisers may be, but are |
3. | Other Services. JCM is hereby authorized (to the extent the Trust has not otherwise contracted) but not obligated (to the extent it so notifies the Trustees at least |
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 |
(d) | to compensate JCM for its services and reimburse JCM for its expenses incurred hereunder in accordance with the provisions hereof. |
5. | Compensation. The Trust shall pay to JCM for its services a |
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 |
(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; |
(b) | Rental of offices of the Trust; and |
(c) | Fees of any subadviser engaged by JCM pursuant to the authority granted in Section 2 hereof. |
7. | Expenses Borne by the Trust. The Trust assumes and shall pay all expenses incidental to its organization, operations and business not specifically assumed or agreed to be |
B-2
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 Henderson” 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. |
10. | Term. This Agreement shall continue in effect until February 1, 2020, 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, (ii) if required by applicable law, by the affirmative vote of a majority of the outstanding voting securities of the Fund (as that phrase is defined in Section 2(a)(42) of the 1940 Act). |
12. | 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 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 supersede all prior investment advisory agreements entered into between JCM and the Trust, on behalf of the Fund.
[Remainder of page intentionally left blank]
IN WITNESS WHEREOF, the parties have caused their duly authorized officers to execute this Investment Advisory Agreement as of the date and year first above written.
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Schedule A
B-4Performance Adjustment
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NUMBER OF OUTSTANDING SHARESBeginning with the Base Fee payable for [ ] 2019 and on a monthly basis for 36 months thereafter, the Base Fee shall be adjusted monthly based upon the investment performance of theClass A Shares (waiving the upfront sales load) (the “Class”) in relation to the combined investment record of the Russell 3000® Value Index, and the Russell 2500TM Value Index as described in the next paragraph (together, the “Blended Index Record”). This monthly adjustment, referred to as the “Initial Performance Adjustment,” shall be determined over the “Performance Period,” which is defined as the 36 month period preceding the end of the month for which the fee is being calculated. The number of months remaining in the Performance Period applicable to the Initial Performance Adjustment is recalculated monthly by subtracting from 36 the number of months following the beginning of the Initial Performance Adjustment calculations.
The following table shows,Russell 3000® Value Index (the “Prior Index”) is the benchmark through [ ], 2019; and the Russell 2500TM Value Index (the “Successor Index”) is the benchmark commencing [ ], 2019. Therefore, in calculating the Performance Adjustment for any Performance Period that commences prior to [ ], 2019, the Prior Index shall be used for that portion of the period preceding that date, and, for any Performance Period that ends after [ ], 2019, the Successor Index shall be used for that portion of the period subsequent to that date.
The Initial Performance Adjustment shall be calculated by subtracting the Blended Index Record from the investment performance of the Class. If there is less than a 0.50% difference (plus or minus) between the investment performance of the Class and the Blended Index Record, the Fund pays JCM the Base Fee with no Performance Adjustment. If the difference between the investment performance of the Class and the Blended Index Record is 0.50% or greater during any Performance Period, the Base Fee will be subject to an upward or downward performance adjustment of 1/12 of 0.015% for every full 0.50% increment by which the Class outperforms or underperforms the Blended Index Record. The maximum percentage used in calculating the Initial Performance Adjustment (positive or negative) in any month is 1/12 of 0.15%. The Initial Performance Adjustment is applied against the Fund’s average daily net assets during the Performance Period.
Subsequent to the Initial Performance Adjustment period and beginning with adjustments to the Base Fee, if any, payable for [ ], 2022 and on a monthly basis thereafter, the Base Fee shall be adjusted monthly based on the investment performance of the Class in relation to the cumulative investment record of the Successor Index. This monthly adjustment, referred to as the “Performance Adjustment,” is also determined over its applicable Performance Period. The Performance Adjustment shall be calculated by subtracting the cumulative investment performance of the Successor Index from the investment performance of the Class. If there is less than a 0.50% difference (plus or minus) between the investment
performance of the Shares and the Successor Index, the Fund pays JCM the Base Fee with no adjustment. If the difference between the investment performance of the Shares and the Successor Index is 0.50% or greater during any Performance Period, the Base Fee will be subject to an upward or downward performance adjustment of 1/12 of 0.015 % for every full 0.50% increment by which the Class outperforms or underperforms the Successor Index. The maximum percentage used in calculating the Performance Adjustment (positive or negative) in any month is 1/12 of 0.15%. The Performance Adjustment is applied against the Fund’s average daily net assets during the Performance Period.
For purposes of computing the Base Fee and either the Initial Performance Adjustment or 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 either the Initial Performance Adjustment or the Performance Adjustment). The Base Fee is calculated and accrued daily. Both the Initial Performance Adjustment and the Performance Adjustment, as applicable, will be calculated monthly in arrears and is accrued daily, beginning no later than the second business day of the month, and thereafter, the amount is distributed evenly 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 Instrument, Bylaws and registration statement, each as may be amended from time to time.
The investment performance of the Class will be the sum of:
(1) the change in the Class’ net asset value (“NAV”) per share during the Performance Period; plus
(2) the value of the Class’ cash distributions per share accumulated to the end of the Performance Period; plus
(3) the value of capital gains taxes per share paid or payable on undistributed realized long-term capital gains accumulated to the end of the Performance Period; expressed as a percentage of the Class’ NAV per share at the beginning of the Performance Period. For this purpose, the value of distributions per share of realized capital gains, of dividends per share paid from investment income and of capital gains taxes per share paid or payable on undistributed realized long-term capital gains shall be treated as reinvested in shares of the Class at the NAV in effect at the close of business on April 5, 2016, the numberrecord date for the payment of such distributions and dividends and the date on which provision is made for such taxes, after giving effect to such distributions, dividends and taxes.
For purposes of the Initial Performance Adjustment, the investment record of the Blended Index Record will be the sum of:
(1) the change in the level of the Blended Index Record during the Performance Period; plus
(2) the value, computed consistently with, as applicable, the Prior Index and/or the Successor Index, of cash distributions made by companies whose securities comprise either the Prior Index or the Successor, as applicable, accumulated to the end of the Performance Period; expressed as a percentage of either the Prior Index or the Successor Index, as applicable, at the beginning of the Performance Period. For this purpose, cash distributions on the securities which comprise the Prior Index and/or the Successor Index, as applicable, shall be treated as reinvested in the applicable index at least as frequently as the end of each calendar quarter following the payment of the dividend.
Subsequent to the Initial Performance Adjustment period and for purposes of the Performance Adjustment, the investment record of the Successor Index will be the sum of:
(1) the change in the level of the Successor Index during the Performance Period; plus
(2) the value, computed consistently with the Successor Index, of cash distributions made by companies whose securities comprise the Successor Index accumulated to the end of the Performance Period; expressed as a percentage of the Successor Index level at the beginning of the Performance Period. For this purpose, cash distributions on the securities which comprise the Successor Index shall be treated as reinvested in the Successor Index at least as frequently as the end of each calendar quarter following the payment of the dividend.
The Trustees have designated the Class to be used for purposes of determining the Performance Adjustment. From time to time, the Trustees may, by vote of the Trustees of the Trust voting in person, including a majority of the Trustees who are not parties to this Agreement or “interested persons” (as defined in the 1940 Act) of any such parties, determine that a class of shares of the Fund other than the Class is the most appropriate for use in calculating the Performance Adjustment. If a different class of shares (“Successor Class”) is substituted in calculating the Performance Adjustment, the use of that Successor Class of shares for purposes of calculating the Performance Adjustment may apply to the entire Performance Period so long as such Successor Class was outstanding at the beginning of such period. If the Successor Class of shares was not outstanding for all or a portion of the Performance Period, it may only be used in calculating that portion of the Performance Adjustment attributable to the period during which such Successor Class was outstanding and any prior portion of the Performance Period shall be calculated using the class of shares previously designated.
The Trustees may, by vote of the Trustees of the Trust voting in person, including a majority of the Independent Trustees, designate an alternative appropriate index for purposes of calculating the Performance Adjustment, subject to the 1940 Act and related guidance from the Securities and Exchange Commission. Additionally, the Trustees may, by vote of a majority of the Trustees, including a majority of the Independent Trustees, implement changes to the performance fee structure where such changes do not result in a net increased compensation paid under this Agreement, subject to applicable law, and orders, exemptions and interpretations as may be issued by the Securities and Exchange Commission.
SHARES OUTSTANDING AND NET ASSETS
The following charts show the shares outstanding and net assets of each class of eachthe Fund as applicable:of [●].
Fund | Share Class | Total Number of Outstanding Shares | Net Assets | |||||||||
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PRINCIPAL HOLDERS
Except as set forth below, as of [●], the Trustees and the officers of the Fund, individually, and all Trustees and officers of the Fund, as a group, owned less than 1% of the outstanding shares of any class of the Fund.
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C-1
Fund | Share Class | Shares Owned | Percentage Owned | |||||||||||||
Janus | ||||||||||||||||
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C-2
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C-3
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C-4
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C-5
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C-6
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C-7
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C-8
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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 a 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 FundsFund 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 athe Fund, or is identified as the record owner of more than 25% of athe Fund and has voting and/or investment powers, that person or entity may be presumed to control suchthe 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, asa large redemption by a controlling shareholder could significantly reduce the asset size of March 31, 2016, Robert Perkins, co-portfolio manager of Perkins Select Valuea Fund, is deemed to controlwhich may adversely affect the Fund by virtue of owning more than 25% of the outstanding Shares of that Fund. Fund’s investment flexibility, portfolio diversification, and expense ratio.
To the extent that Janus Capital, an affiliate, or an individual, such as athe Fund’s portfolio manager(s), owns a significant portion of the Shares of any class of athe Fund or athe 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’sJanus’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. The following chart lists each shareholder or group of shareholders who
beneficially (or of record) owned more than 5% of any class of shares for the Fund as of [●]:
Fund Name and Class | Shareholder and Address of Record | Number of Shares | Percentage Ownership | |||||||
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D-2
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D-3
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D-4
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D-5
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D-6
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D-7
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D-8
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D-9
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D-10
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D-11
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D-12
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D-13
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D-14
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D-15
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D-16
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D-17
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D-18
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D-19
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D-20
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D-21
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D-22
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D-23
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D-24
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D-25
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D-26
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D-27
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D-28
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D-29
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D-30
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D-31
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D-32
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D-33
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D-34
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D-35
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D-36
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D-37
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D-38
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D-39
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D-40
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D-41
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D-42
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D-43
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D-44
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D-45
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D-46
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D-47
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D-48
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D-49
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D-50
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D-51
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D-52
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D-53
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D-54
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D-55
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D-56
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D-57
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D-58
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D-59
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D-60
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D-61
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D-62
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D-63
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D-64
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D-65
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| ||||||
| ||||||
| ||||||
D-66
Form of
EVERY SHAREHOLDER’S VOTE IS IMPORTANT
EASY VOTING OPTIONS:
| ||||||
VOTE ON THE INTERNET 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 date this Proxy Card and return in the postage-paid envelope | ||||||
VOTE IN PERSON Attend Shareholder Meeting
on |
Please detach at perforation before mailing.
FORM OF | JANUS INVESTMENT FUND | |||
JANUS HENDERSON SELECT VALUE FUND | ||||
SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON |
This Proxy is solicited on behalf of the Trustees ofJanus Investment Fund.Henderson Select Value Fund.The undersigned, revoking any previous proxies, hereby appoints Bruce Koepfgen, Stephanie Grauerholz,Jesper Nergaard, and Jesper NergaardKathryn Santoro 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 (the “Meeting”) of Janus InvestmentHenderson Select Value Fund (the “Trust,” each separate“Fund”), a series thereof, a “Fund”),of Janus Investment Fund, to be held at the JW Marriott Hotel, 150 Clayton Lane, Denver, Colorado, 80206[●], on June 14, 2016July 11, 2019 at 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.
Receipt of the Notice of a Joint Special Meeting and the accompanying Joint Proxy Statement is hereby acknowledged. The shares of Janus InvestmentHenderson Select Value Fund represented hereby will be voted as indicated or FOR the proposal if no choice is indicated.
VOTE VIA THE INTERNET: www.proxy-direct.com | ||||
VOTE VIA THE TELEPHONE: 1-800-337-3503
| ||||
| ||||
| ||||
PLEASE MARK, SIGN, DATE AND RETURN THISTHE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
JAN_30666_042319
EVERY SHAREHOLDER’S VOTE IS IMPORTANT
Important Notice Regarding the Availability of Proxy Materials for
Janus InvestmentHenderson Select Value Fund
Joint Special Meeting of Shareholders to Be Held on June 14, 2016.July 11, 2019.
The Joint Proxy Statement for this Meeting is available at:
https://www.proxy-direct.com/jan-27756jif-30666
IF YOU VOTE ON THE INTERNET OR BY TELEPHONE,
YOU NEED NOT RETURN THIS PROXY CARD
|
|
|
Please detach at perforation before mailing.
When this Proxy Card is properly executed, the shares represented hereby will be voted as specified. If no specification is made, this Proxy Card will be voted “For”“FOR” the Proposal set forth below.
TO VOTE MARK THE BOXESBLOCKS BELOW IN BLUE OR BLACK INK. Example:INK AS SHOWN IN THIS EXAMPLE: ¢☒+
A | Proposal | THE BOARD RECOMMENDS A VOTE FOR THE FOLLOWING PROPOSAL. |
FOR | AGAINST | ABSTAIN | ||||||
1. | To approve an amended and restated investment advisory agreement between Janus Investment Fund, on behalf of Janus Henderson Select Value Fund (the “Fund”), and Janus Capital Management LLC, that changes the Fund’s benchmark index from the Russell 3000® Value Index to the Russell 2500TM Value Index for purposes of calculating the performance-based investment advisory fee. | ☐ | ☐ | ☐ |
B | Authorized Signatures — This section must be completed for your vote to be counted. — Sign and Date Below |
Note: | Please sign exactly as your name(s) appear(s) on this Proxy Card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, guardian, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the full title under the signature. |
Date (mm/dd/yyyy) — Please print date below | Signature 1 — Please keep signature within the box | Signature 2 — Please keep signature within the box | ||||||
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| JAN1 30666 | ||||||||||||
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M | xxxxxxxx | + |
WE URGE YOU TO SIGN, DATE AND MAIL THIS PROXY CARD PROMPTLY
JAN_27756_042116