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.

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

151 Detroit Street

Denver, Colorado 80206

JOINT SPECIAL MEETING OF SHAREHOLDERS

JOINT PROXY STATEMENT

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

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.

PROPOSAL

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

PROPOSAL 1Background

ELECTION OF TRUSTEES

(AllPursuant to an investment advisory agreement between Janus funds)

Introduction

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 2500^TM 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 2500^TM 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.

Performance Fee Structure

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.

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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.

Amended Advisory Agreement

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.

Trustee Share Ownership

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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Compensation of Trustees

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,

16

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.

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.

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 1/12^th of 0.15% of average net assets during the prior 36 months occurs if the Fund outperforms or underperforms its benchmark index by 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:

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:

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:

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.

Class C 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)			None				None
Maximum Deferred Sales Charge (load) (as a percentage of the lower of original purchase price or redemption proceeds)			1.00	%			1.00	%
ANNUAL FUND OPERATING EXPENSES (expenses that you pay each year as a percentage of the value of your investment)(1)
Management Fees (may adjust up or down)(2)			0.80	%			0.80	%
Distribution/Service(12b-1) Fees(3)			1.00	%			1.00	%
Other Expenses(4)			0.59	%			0.59	%
Total Annual Fund Operating Expenses(5)			2.39	%			2.39	%
Fee Waiver(5)			0.32	%			0.32	%
Total Annual Fund Operating Expenses After Fee Waiver(5)			2.07	%			2.07	%
Class D 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)			None				None
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 percentage of the value of your investment)(1)
Management Fees (may adjust up or down)(2)			0.80	%			0.80	%
Distribution/Service(12b-1) Fees(3)			None				None
Other Expenses(4)			0.39	%			0.39	%
Total Annual Fund Operating Expenses(5)			1.19	%			1.19	%
Fee Waiver(5)			0.12	%			0.12	%
Total Annual Fund Operating Expenses After Fee Waiver(5)			1.07	%			1.07	%

Class S 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)			None				None
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 percentage of the value of your investment)(1)
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)			1.12	%			1.12	%
Total Annual Fund Operating Expenses(5)			2.17	%			2.17	%
Fee Waiver(5)			0.74	%			0.74	%
Total Annual Fund Operating Expenses After Fee Waiver(5)			1.43	%			1.43	%
Class I 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)			None				None
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 percentage of the value of your investment)(1)
Management Fees (may adjust up or down)(2)			0.80	%			0.80	%
Distribution/Service(12b-1) Fees(3)			None				None
Other Expenses(4)			0.28	%			0.28	%
Total Annual Fund Operating Expenses(5)			1.08	%			1.08	%
Fee Waiver(5)			0.06	%			0.06	%
Total Annual Fund Operating Expenses After Fee Waiver(5)			1.02	%			1.02	%

Class N 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)			None				None
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 percentage of the value of your investment)(1)
Management Fees (may adjust up or down)(2)			0.80	%			0.80	%
Distribution/Service(12b-1) Fees(3)			None				None
Other Expenses(4)			0.32	%			0.32	%
Total Annual Fund Operating Expenses(5)			1.12	%			1.12	%
Fee Waiver(5)			0.19	%			0.19	%
Total Annual Fund Operating Expenses After Fee Waiver(5)			0.93	%			0.93	%
Class T 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)			None				None
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 percentage of the value of your investment)(1)
Management Fees (may adjust up or down)(2)			0.80	%			0.80	%
Distribution/Service(12b-1) Fees(3)			None				None
Other Expenses(4)			0.49	%			0.49	%
Total Annual Fund Operating Expenses(5)			1.29	%			1.29	%
Fee Waiver(5)			0.12	%			0.12	%
Total Annual Fund Operating Expenses After Fee Waiver(5)			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 not redeemed*:		1 Year(6)(7)(8)				3 Years(6)(9)				5 Years(6)(9)				10 Years(6)(9)
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

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.

Other Costs

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.

Board Considerations

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.

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.)

The Trustees of the Trust unanimously recommend that you vote “FOR” each nominee.approval of the Amended Advisory Agreement.

17

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.

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.

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

Quorum and Voting

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.

Shareholder Approval

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.

Fund Share Ownership

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.]

Solicitation of Proxies

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

21

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.

Shareholder Communications

The Trustees provide for shareholders to send written communications to the Trustees via regular mail. Written communications to the Trustees, or to an individual Trustee, should be sent to the attention of the Trust’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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LIST OF APPENDICES

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APPENDIX A

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

Name		Janus Capital/Affiliated Entity Name		Position(s) with Janus Capital or Affiliated Entity
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 Affiliated Entity
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

Enrique Chang

A-2

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