UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Schedule 14(a) of the

Securities and Exchange Act of 1934

(Amendment No.                        )

Filed by the Registrant    ☒                             Filed by a Party other than the Registrant    ☐

Check the appropriate box:

Janus Investment Fund

(Exact Name of Registrant as Specified in Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

,January 20, 2017

Dear Shareholder:

Recently, Janus Capital Group Inc. (“Janus”), the parent company of Janus Capital Management LLC (“Janus Capital”), your fund’s investment adviser, and Henderson Group plc (“Henderson”) entered into an Agreement and Plan of Merger pursuant to which Janus and Henderson have agreed to effect anall-stock merger of equals strategic combination of their respective businesses, with Janus Capital surviving the merger as a direct wholly-owned subsidiary of Henderson (the “Transaction”). Subject to certain conditions, the Transaction is currently expected to close byduring the second quarter of 2017. The closing may be deemed to cause an “assignment” of the current advisory agreements between Janus Capital and the Janus mutual funds, and anysub-advisory agreements entered into by Janus Capital, which would cause such agreements to terminate.

In order to provide continuity of advisory services for your fund after the closing of the Transaction, the Board of Trustees for your fund is requesting that you vote on proposals (i) to approve a new investment advisory agreement between Janus Capital and your fund to permit Janus Capital to continue to serve as investment adviser to the fund following the Transaction; and (ii) to the extent applicable to your fund, to approve a new investmentsub-advisory agreement between Janus Capital and your fund’s currentsub-adviser to permit suchsub-adviser to continue to manage the fund following the Transaction.

In addition, for Janus Asia Equity Fund and Janus Global Real Estate Fund, the Board of Trustees is requesting that you vote on a proposal to approve a newsub-advisory agreement between Janus Capital and Henderson Investment Management Limited, a subsidiary of Henderson, to become effective upon the closing of the Transaction.

The Board of Trustees is also requesting that you vote on a proposal to elect an additional trustee to serve on the Board of Trustees, to take effect upon the closing of the Transaction.

Finally, the Board of Trustees is also requesting that you vote on a proposal to authorize Janus Capital to enter into and materially amendsub-advisory agreements in the future with wholly-ownedsub-advisers and unaffiliatedsub-advisers, with the approval of the Board of Trustees, of the Fund, but without obtaining additional shareholder approval. This proposal is presented for approval by those funds that do not already provide this flexibility to Janus Capital.

The proposals will be presented to shareholders at a joint Special Meeting of Shareholders to be held on April 6, 2017. The proposals are briefly summarized in the synopsis that precedes the enclosed joint proxy statement (the “Proxy Statement”). The Proxy Statement includes a detailed discussion of the proposals, which you should read carefully.

The Board of Trustees unanimously recommends that shareholders vote “FOR”FOR the proposal(s) applicable to their fund.

You can vote in one of four ways:

Your vote is important, so please read the enclosed Proxy Statement carefully and submit your vote. If you have any questions about the proposal,proposals, please call the proxy solicitor, Computershare Fund Services, at 866-492-0863.1-866-492-0863.

Thank you for your consideration of the proposals. We value you as a shareholder and look forward to our continued relationship.

Sincerely,
Sincerely,
/s/ Bruce L. Koepfgen
Bruce L. Koepfgen President and Chief Executive Officer
of Janus Investment Fund

JANUS INVESTMENT FUND

151 Detroit Street

Denver, Colorado 80206

NOTICE OF A JOINT SPECIAL MEETING OF SHAREHOLDERS

Notice is hereby given that a joint Special Meeting of Shareholders of Janus Investment Fund (the “Trust”) and the Janus funds listed above (each, a “Fund” and collectively, the “Funds”), each a series of (thethe Trust, has been called to be held at the JW Marriott Hotel, 150 Clayton Lane, Denver, Colorado 80206, on April 6, 2017 at 10:00 a.m. Mountain Time (together with any adjournments or postponements thereof, the “Meeting”). At the Meeting, shareholders of the Trust and each Fund will be asked to vote on the proposals set forth below, to the extent applicable to their Fund, and to transact such other business, if any, as may properly come before the Meeting.

Proposal 1.    For all Funds, to approve a new investment advisory agreement between the Trust, on behalf of your Fund, and Janus Capital Management LLC (“Janus Capital” or the “Adviser”).

Proposal 2.    For certain Funds, to approve a new sub-advisory agreement between the Adviser and the Fund’s current sub-adviser as follows:

Proposal 3.    For Janus Asia Equity Fund and Janus Global Real Estate Fund, to approve a new sub-advisory agreement between Janus Capital and Henderson Investment Management Limited.

Proposal 4.    For all Funds, to elect an additional trustee to the Board of Trustees of the Trust.

Proposal 5.    For certain Funds, to approve a proposal that would authorize the Adviser to enter into and materially amend sub-advisory agreements in the future with wholly-owned sub-advisers and unaffiliated sub-advisers, with the approval of the Board of Trustees of the Trust, but without obtaining additional shareholder approval.

Proposals 2, 3 and 5 apply to certain Funds, which are set forth in the enclosed joint proxy statement.

Shareholders of record of the Trust and each Fund, as of the close of business on December 29, 2016 (the “Record Date”), will receive notice of the Meeting and will be entitled to vote at the Meeting with respect to the proposal(s)Proposal(s) applicable to their Fund. The persons named as proxies will vote in their discretion on any other business that may properly come before the Meeting including any adjournment or postponement of the Meeting.

Shareholders are urged to take advantage of the Internet or telephonic voting procedures described on the enclosed proxy card(s), or complete, sign and date the enclosed proxy card(s) and return it in the enclosed addressed envelope, which needs no postage if mailed in the United States. If you wish to attend the Meeting and vote your shares in person at that time, you will still be able to do so.

By Order of the Board of Trustees,

                ,

Bruce L. Koepfgen

President and Chief Executive Officer of

Janus Investment Fund

January 20, 2017

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE JOINT

SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 6, 2017:

The enclosed Proxy Statementjoint proxy statement is available free of charge at janus.com/[fundupdate].

fundupdate. Each Fund’s most recent annual report and any more recent semiannual report

are available free of charge at janus.com/info

(or (or janus.com/reports if you hold shares directly with Janus).

INSTRUCTIONS FOR SIGNING PROXY CARDS

The following general rules for signing proxy cards may be of assistance to you and may avoid any delay involved in validating your vote if you fail to sign your proxy card(s) properly.

TABLE OF CONTENTS

SYNOPSIS

The following synopsis is a brief overview of the matters to be voted on at the joint Special Meeting of the Shareholders of the Janus funds listed in the enclosed joint proxy statement (“Proxy Statement”), or at any adjournment or postponement thereof (the “Meeting”). This synopsis is qualified in its entirety by the remainder of this Proxy Statement. The Proxy Statement contains more detailed information about each proposal, and we encourage you to read it in its entirety before voting.

Completion of the Transaction is subject to the satisfaction or waiver of certain conditions, including the receipt of certain third party consents, including approval of new investment advisory agreements by shareholders of Janus Capital-advised U.S. registered investment companies, including the Funds, representing at least 67.5% of the aggregate assets under management of the Janus Capital-advised U.S. registered investment companies. Janus and Henderson currently expect to complete the Transaction during the second quarter of 2017.

Shareholders of the Janus funds listed in the enclosed Proxy Statement (each a “Fund” and, collectively, the “Funds”) are not being asked to vote on the Transaction. Rather, shareholders of the Funds are being asked to vote on one or more proposals that are being presented to them as a result of the Transaction.

The Closing may be deemed to cause an “assignment” of each Fund’s current investment advisory agreement with Janus Capital, which would cause such agreement to terminate. Similarly, for those Funds with asub-advisory agreement with INTECH Investment Management LLC (“INTECH”), Perkins Investment Management LLC (“Perkins”) or Janus Capital Singapore Pte. Limited (“Janus Singapore”), the Closing may be deemed to cause an “assignment” of each such Fund’s existingsub-advisory agreement, which would cause such agreement to terminate. Janus Capital recommended, and the Board of Trustees (the “Board,” the “Board of Trustees,” or the “Trustees”) of Janus Investment Fund (the “Trust”) has approved, and recommends that shareholders of each Fund approve, a new investment advisory agreement between their Fund and Janus Capital, and a newsub-advisory agreement between Janus Capital and INTECH, Perkins, or Janus Singapore, as applicable, in order for Janus Capital and each currentsub-adviser to continue to provide advisory services to each Fund following the Transaction. Each of these proposed agreements will have substantially similar terms as the corresponding current agreement.

Contingent upon the closing of the Transaction, shareholders of Janus Asia Equity Fund are being asked to approve asub-advisory agreement between Janus Capital and Henderson Investment Management Limited (“HIML”), a subsidiary of Henderson. If approved, HIML would replace Janus Singapore assub-adviser to Janus Asia Equity Fund following the Closing of the Transaction. If the Closing does not occur, Janus Singapore would continue to serve assub-adviser to Janus Asia Equity Fund.

Contingent upon the closing of the Transaction, shareholders of Janus Global Real Estate Fund are being asked to approve asub-advisory agreement between Janus Capital and HIML. If approved, HIML would become thesub-adviser to Janus

i

Global Real Estate Fund and would be responsible for theday-to-day management of a portion of the investment operationsportfolio of Janus Global Real Estate Fund following the Closing of the Transaction, subject to the oversight of Janus Capital following the Closing of the Transaction.Capital. Janus Capital would continue to be responsible for theday-to-day management of the remaining portion of the investment operations of Janus Global TealReal Estate Fund. If the Closing does not occur, Janus Capital would continue to manage the entiretyentire portfolio of Janus Global Real Estate Fund.

The Board of Trustees is requesting that shareholders elect an additional Trustee, Diane L. Wallace (the “Trustee Nominee”).

Shareholders are also being asked to consider a proposal to implement a “manager-of-managers”“manager-of-managers” structure in order to provide Janus Capital with greater flexibility with respect to the appointment ofsub-advisers in the future.

Each of these proposals is discussed further below. Not all of these proposals impact all Funds. Please refer to the table at the end of this synopsis as a reference for which proposal(s) applies to you.

i

In the event the Transaction takes place, the combined company, which will be renamed Janus Henderson Global Investors plc (“Janus Henderson”), will have approximately $ billion in assets under management and a combined market capitalization of $ billion. In addition, each Fund’s name will change to reflect “Janus Henderson” as part of the Fund’s name. Janus expects that the combination of these two complementary businesses will create a leading global active asset manager with significant scale, diverse products and investment strategies, and depth and breadth in global distribution.

Proposals 1, 2 and 3: Approve New Investment Advisory andSub-advisory Agreements

ii

The Adviser has determined that it would be in the best interest of Janus Global Real Estate Fund to draw upon the resources of Janus Henderson following the closing of the Transaction. The Adviser recommended, and the Board of Trustees approved, asub-advisory agreement with HIML with respect to Janus Global Real Estate Fund, to take effect upon the Closing of the Transaction. HIML would be responsible for theday-to-day management of a portion of the investment operationsportfolio of Janus Global Real Estate Fund subject to the general oversight of Janus Capital. Janus Capital would continue to be responsible for theday-to-day management of the remaining portion of the investment operationsportfolio of Janus Global Real Estate Fund. Guy Barnard,Co-Head of HIML’s Global Property Equities Team, Tim Gibson,Co-Head of HIML’s Global Property Equities Team, and Patrick Brophy, Portfolio Manager of Janus Global Real Estate Fund for Janus Capital, would serve as portfolio managers of Janus Global Real Estate Fund. HIML is an SEC registered investment adviser and is an indirect, wholly-owned subsidiary of Henderson and serves as investmentsub-adviser to several mutual funds offered by Henderson. No changes to the investment objective, policies or restrictions of Janus Global Real Estate Fund are anticipated in connection with the appointment of HIML assub-adviser. Thesub-advisory agreement with HIML will not take effect if the Closing does not occur. In that case, Janus Capital would continue to manage the entiretyentire portfolio of Janus Global Real Estate Fund as adviser.

HIML is an SEC registered investment adviser and is an indirect, wholly-owned subsidiary of Henderson. As a global money manager, HIML and its affiliates (“Henderson Global Investors”) provide a full spectrum of investment products and services to institutions and individuals around the world. Henderson Global Investors has been managing assets for clients since 1934. Henderson Global Investors is a multi-skill, multi-asset management business with a worldwide distribution network. The business address of HIML is 201 Bishopsgate, London UK EC2M 3AE.

Proposal 4: Election of an Additional Trustee

Each current Trustee and the Trustee Nominee is an Independent Trustee, meaning that each is not an “interested person” (as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended (the “1940 Act”)) of the Trust, Janus Capital, any sub-adviser, or Henderson. Information about the Trustee Nominee, including age, principal occupations during the past five years, and other information, such as the Trustee Nominee’s experience, qualifications, attributes, or skills, is set forth in this Proxy Statement.

iii

Proposal 5: Approval of Manager of Managers Structure

Voting

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 the Funds,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 proposals 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 can continue to seek additional votes.

iv

Shareholders of each applicable Fund (with all classes of shares of a Fund voting together as a single class) will vote separately on Proposals 1, 2, 3 and 5 relating to their Fund. An unfavorable vote on any proposal by the shareholders of one Fund will not affect the implementation of such proposal by another Fund if the proposal is approved by the shareholders of that Fund. However, Proposals 1, 2 and 3 will only take effect upon the closing of the Transaction, which is conditioned upon obtaining the approval of new investment advisory agreements by shareholders of Janus funds representing a specified percentage of assets under management.

For Proposal 4, the Trustee election will be determined by the affirmative vote of a plurality (the greatest number of affirmative votes) of the shares of all funds of the Trust, including all Funds listed in this Proxy Statement and certain funds of the Trust for which votes are being solicited pursuant to separate proxy statements. Proposal 4 will only take effect upon the closing of the Transaction.

A quorum of shareholders is required to take action at the Meeting. The presence in person or by proxy of the holders of record of 30% of shares outstanding and entitled to vote at the Meeting constitutes a quorum.

v

Proposals

vi

,January 20, 2017

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, a “Fund” and collectively, the “Funds”), each a series of Janus Investment Fund (the “Trust”). Proxies for a joint Special Meeting of Shareholders of each Fund are being solicited by the Board of Trustees of the Trust (the “Board,” the “Board of Trustees,” or the “Trustees”) to approve the following proposals (each, a “Proposal”) that have already been approved by the Board:

				Perkins Mid Cap Value Fund Perkins Select Value Fund Perkins Small Cap Value Fund Perkins Value Plus Income Fund

Proposal				Applicable Funds
		c.      To approve a newsub-advisory agreement between the Adviser and Janus Capital Singapore Pte. Limited (“Janus Singapore” and together with INTECH and Perkins, each a “Sub-Adviser”“Sub-Adviser” and collectively, the “Sub-Advisers”“Sub-Advisers”).		Janus Asia Equity Fund
3.		To approve asub-advisory agreement between the Adviser and Henderson Investment Management Limited (“HIML”).		Janus Asia Equity Fund Janus Global Real Estate Fund
4.		To elect an additional Trustee to the Board of Trustees of the Trust.		All Funds
5.		To approve a proposal that would authorize the Adviser to enter into and materially amendsub-advisory agreements in the future with wholly-ownedsub-advisers and unaffiliatedsub-advisers, with the approval of the Board of Trustees of the Trust, but without obtaining additional shareholder approval (the “Manager of Managers Proposal”).		All Funds (except Janus Adaptive Global Allocation Fund and INTECH Emerging Markets Managed Volatility Fund)

The joint Special Meeting of Shareholders will be held at the JW Marriott Hotel, 150 Clayton Lane, Denver, Colorado 80206, on April 6, 2017 at 10:00 a.m. Mountain Time, or at such later time as may be necessary due to adjournments or postponements thereof (the “Meeting”). Any shareholder of record who owned shares of the Trust or a Fund as of the close of business on December 29, 2016 (the “Record Date”) will receive notice of the Meeting and will be entitled to vote at the Meeting.

At the Meeting, you will be asked to vote on each proposal applicable to each 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 866-492-0863.1-866-492-0863. This Proxy Statement, Notice of a Joint Special Meeting, and the proxy card(s) are first being mailed to shareholders and contract owners on or about ,January 20, 2017.

The Funds provide annual and semiannual reports to their shareholders that highlight relevant information, including investment results and a review of portfolio changes. Additional copies of each Fund’s most recent annual report and any more recent semiannual report are available, without charge, by calling a Janus representative at1-877-335-2687 (or1-800-525-3713 if you hold shares directly with Janus Capital), via the Internet at janus.com/info (or janus.com/reports if you hold shares directly with Janus Capital), or by sending a written request to the Secretary of the Trust at 151 Detroit Street, Denver, Colorado 80206.

INTRODUCTION

The Adviser is a direct subsidiary of Janus Capital Group Inc. (“Janus”), a publicly traded company with principal operations in financial asset management businesses and approximately $198.9 billion in assets under management as of September 30, 2016. Recently, Janus and Henderson Group plc (“Henderson”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which Janus and Henderson have agreed to effect anall-stock merger of equals strategic combination of their respective businesses, with Janus surviving the merger as a direct wholly-owned subsidiary of Henderson (the “Transaction”). Henderson is an independent global asset management business founded in 1934 with approximately $131.2 billion in assets under management, as of September 30, 2016.

The Transaction will be effected via a share exchange with each share of Janus common stock exchanged for 4.7190 newly issued ordinary shares in Henderson. Based on the current number of shares outstanding, upon closing of the Transaction, Henderson and Janus shareholders are expected to own approximately 57% and 43%, respectively, of the ordinary shares of the combined company, which will be renamed Janus Henderson Global Investors plc (“Janus Henderson”). Janus Henderson will have approximately $$326 billion in assets under management and a combined market capitalization of $$5.75 billion. The name of your Fund, and most of the mutual funds offered by the Adviser, will also be renamed to reflect “Janus Henderson” in the name. Janus expects that the combination of these two complementary businesses will create a leading global active asset manager with significant scale, diverse products and investment strategies, and depth and breadth in global distribution, resulting in an organization that will be well-positioned to provide world-class client service.

Under the terms of the Merger Agreement, as of the effective time of the Transaction, (i) Richard M. Weil, the current Chief Executive Officer of Janus, will become aco-Chief Executive Officer of Janus Henderson and (ii) Andrew J. Formica, the current Chief Executive Officer of Henderson, will become aco-Chief Executive Officer of Janus Henderson.

Janus Henderson will have a Board of Directors consisting initially of twelve directors, (i) six of whom will be persons designated by the existing Board of Directors of Henderson, and (ii) six of whom will be persons designated by the existing Board of Directors of Janus.

Completion of the Transaction is subject to the satisfaction or waiver of certain conditions, including (i) the requisite approval of the Merger Agreement by the holders of common stock of Janus; (ii) the requisite approval of the shareholders of Henderson of the Transaction and certain related matters; (iii) regulatory approvals; and (iv) receipt of certain third party consents, including approval of new investment advisory agreements by shareholders of Janus Capital-advised U.S. registered investment companies, including the Funds, representing at least 67.5% of the aggregate assets under management of the Janus Capital-advised U.S. registered investment companies.

The Merger Agreement also contains certain termination rights for each of Henderson and Janus, including in the event that (i) the Transaction is not consummated on or before September 30, 2017, (ii) the approval of the Transaction by the shareholders of Henderson or the stockholders of Janus is not obtained at the respective shareholder meetings or (iii) if any restraint that prevents, makes illegal or prohibits the consummation of the Transaction shall have become final and Henderson.non-appealable. In addition, Henderson and Janus can each terminate the Merger Agreement prior to the shareholder meeting of the other party if, among other things, the other party’s board of directors has changed its recommendation that its shareholders approve the Transaction, and adopt the Merger Agreement.

Janus and Henderson currently expect to complete the Transaction byduring the second quarter of 2017.

Shareholders of the Funds are being asked to consider Proposals1-3 (approval of advisory andsub-advisory agreements) and 4 (appointment of trustees)trustee) in connection with the Transaction. These Proposals are contingent upon the Closing of the Transaction and will take effect only if the Transaction closes. Proposal 5 (manager of managers proposals)proposal) is not related to the Transaction and will take effect whether or not the Transaction closes.

PROPOSAL 1

APPROVAL OF NEW INVESTMENT ADVISORY AGREEMENT

(All Funds)

Background

Pursuant to a separate investment advisory agreement between Janus Capital and the Trust on behalf of each Fund (each a “Current Advisory Agreement” and collectively, the “Current Advisory Agreements”), Janus Capital serves as each Fund’s investment adviser. The date of each Fund’s Current Advisory Agreement and the date on which it was last approved by shareholders and approved for continuance by the Board are provided inAppendix B to this Proxy Statement.

Each Current Advisory Agreement, as required by Section 15 of the Investment Company Act of 1940, as amended (the “1940 Act”), provides for its automatic termination in the event of its “assignment” (as defined in the 1940 Act). The consummation of the Transaction may be deemed an “assignment” of each Current Advisory Agreement which would cause the automatic termination of each Current Advisory Agreement, as required by the 1940 Act. The 1940 Act requires that a new advisory agreement be approved by the board of trustees and the shareholders of a fund in order for it to become effective.

The Proposal

With respect to each Fund, shareholders of the Fund are being asked to approve a new investment advisory agreement between the Trust, on behalf of the Fund, and the Adviser that are substantially similar to the Current Advisory Agreement to take effect immediately after the Transaction or shareholder approval, whichever is later (each, a “New Advisory Agreement” and collectively, the “New Advisory Agreements”).

At an in-person meeting of the Board on December 8, 2016, Board meeting, and for the reasons discussed below (see “Board Considerations” after Proposal 3 in this Proxy Statement), the Board, all of whom are Trustees who are not “interested persons” (as defined in Section 2(a)(19) of the 1940 Act) of the Funds, the Adviser, anysub-adviser or Henderson (the “Independent Trustees”), unanimously approved the New Advisory Agreement on behalf of each Fund and unanimously recommended approval of the New Advisory Agreement by shareholders. For additional information regarding the Board’s consideration of the New Advisory Agreements, see “Board Considerations” after Proposal 3 in this Proxy Statement. The form of the New Advisory Agreement is attached hereto asAppendix N to this Proxy Statement.

Comparison of Current Advisory Agreements and New Advisory Agreements

The terms of each New Advisory Agreement are substantially similar to those of the Current Advisory Agreement. There is no change in the fee rate payable by each Fund to the Adviser. Changes made to the New Advisory Agreement compared to the Current Advisory Agreement include the date of expiration, and, for Funds with a performance-based investment advisory fee, changes to ensure continuity of the advisory fee based on the Fund’s historical performance, as provided for under the Current Advisory Agreement. If approved by shareholders of a Fund, the New Advisory Agreement for each Fund will have an initial term throughuntil February 1, 2018 and will continue in effect from year to year if such continuance is approved at least annually in the manner required by the 1940 Act and the rules and regulations thereunder. Below is a comparison of certain terms of the Current Advisory Agreement to the terms of the New Advisory Agreement.

Investment Advisory Services. The investment advisory services to be provided by the Adviser to each Fund are the same under the Current Advisory Agreements and the New Advisory Agreements. Both the Current Advisory Agreements and New Advisory Agreements provide that the Adviser shall furnish continuous advice and recommendations to each Fund, and shall have authority to act with respect thereto, as to the acquisition, holding, or disposition of any or all of the securities or other assets which each Fund may own or contemplate acquiring from time to time. The Adviser shall give due consideration to the investment policies and restrictions and the other statements concerning each Fund in the Trust’s Amended and Restated Declaration of Trust, as then in effect, the Trust’s Amended and Restated Bylaws, as then in effect, and the registration statements of the Trust, and to provisions of the Internal Revenue Code, as applicable to each Fund as a regulated investment company. In addition,

the Adviser shall cause its officers to attend meetings and furnish oral and written reports, as each Fund may reasonably require, in order to keep the Board and appropriate officers of each Fund and the Trust fully informed as to the condition of the investment portfolio of each Fund. The investment advisory services are expected to be provided by the same personnel of the Adviser under the New Advisory Agreements as under the Current Advisory Agreements.

Janus Global Unconstrained Bond Fund and Janus Diversified Alternatives Fund each have a subsidiary to which Janus Capital provides investment advisory services (each a “Subsidiary”). Each Subsidiary has entered into a separate investment

advisory agreement with Janus Capital (each a “Subsidiary Advisory Agreement”). The consummation of the Transaction may be deemed an “assignment” of each Subsidiary Advisory Agreement, which would cause the automatic termination of each Subsidiary Advisory Agreement, as required by the 1940 Act. In order to permit Janus Capital to continue to serve as investment adviser to each Subsidiary following the Transaction, if the New Advisory Agreement is approved, Janus Capital will enter into a new investment advisory agreement with each Subsidiary, which will be substantially similar to the current Subsidiary Advisory Agreement.

Fees. Under each Current Advisory Agreement and New Advisory Agreement, the Fund pays to the Adviser an investment advisory fee which is calculated daily and paid monthly. Each Fund’s investment advisory fee rate under the New Advisory Agreement for such Fund is identical to the investment advisory fee rate under the Current Advisory Agreement. Certain Funds pay an investment advisory fee rate that may adjust up or down based on such Fund’s performance relative to the cumulative investment record of its benchmark index over a performance measurement period. For each such Fund, the terms of such performance adjustment under the New Advisory Agreement are identical to the terms of such performance adjustment under the Current Advisory Agreement.Appendix C to this Proxy Statement sets forth each Fund’sthe investment advisory fee rate.rate applicable to each Fund.Appendix G to this Proxy Statement sets forth the amount of fees paid to the Adviser during each Fund’s most recently ended fiscal year.

Payment of Expenses. Under each Current Advisory Agreement and the New Advisory Agreement, the Funds assume and pay all expenses incidental to their organization, operations and business not specifically assumed or agreed to be paid by the Adviser. These Fund expenses include custodian and transfer agency fees and expenses, brokerage commissions and dealer spreads, and other expenses in connection with the execution of portfolio transactions, legal and accounting expenses, interest, taxes, a portion of trade association or other investment company organization dues and expenses, registration fees, expenses of shareholders’ meetings, reports to shareholders, fees and expenses of Independent Trustees, and other costs of complying with applicable laws regulating the sales of Fund shares. The Funds, along with other Janus funds, also pay some or all of the salaries, fees, and expenses of certain Fund officers and employees of the Adviser (also sharing certain expenses and salaries for the Funds’ Chief Compliance Officer and other compliance-related personnel employed by the Adviser as authorized by the Trustees from time to time). For Janus Money Market Fund and Janus Government Money Market Fund, the Adviser pays for certain of these expenses pursuant to an Administration Agreement between the Adviser and these Funds.

Other Services. Under each Current Advisory Agreement and New Advisory Agreement, the Adviser is authorized, but not obligated, to perform management and administrative services necessary for the operation of each Fund. Specifically, the Adviser is authorized to conduct relations with custodians, depositories, transfer and pricing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurance company separate accounts, insurers, banks and such other persons in any such other capacity deemed by the Adviser to be necessary or desirable. The Adviser shall also generally monitor and report to the officers of the Trust regarding each Fund’s compliance with investment policies and restrictions as set forth in the currently effective prospectus and statement of additional information relating to the shares of each Fund. Additionally, the Adviser shall make reports to the Board of its performance of services upon request and furnish advice and recommendations with respect to such other aspects of the business and affairs of each Fund as it shall determine to be desirable. The Adviser is also authorized, subject to review by the Board, to furnish such other services as the Adviser shall from time to time determine to be necessary or useful to perform the services contemplated by the agreement. The Adviser also serves as administrator to the Funds pursuant to an Administration Agreement between Janus Capital and the Trust. See “Affiliated Service Providers, Affiliated Brokerage and Other Fees—Administrator” for additional information regarding these administrative services.

Limitation on Liability. The Current Advisory Agreements and New Advisory Agreements provide that the Adviser will not be liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission taken with respect to a Fund, except for willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties and except to the extent otherwise provided by law.

Continuance. The Current Advisory Agreement for each Fund continues in effect for successiveone-year periods after its initial term, if such continuance is specifically approved at least annually by (a) the vote of a majority of the Independent Trustees cast in person at a meeting called for the purpose of voting on the terms of such renewal, and (b) either the Trustees of the Trust or the affirmative vote of a majority of the outstanding voting securities of the Fund. The New Advisory Agreement for each Fund will have a an initial term until February 1, 2018, and will continue thereafter for successiveone-year periods if approved annually in the same manner required under the Current Advisory Agreement.

Termination. The Current Advisory Agreement and New Advisory Agreement for each Fund provide that the agreement may be terminated at any time, without penalty, by the Board, or by the shareholders of the Fund acting by vote of at least a

majority of its outstanding voting securities, provided in either case that sixty (60) days’ advance written notice of termination be given to the Adviser at its principal place of business. Further, the Current Advisory Agreement and the New Advisory Agreement may be terminated by the Adviser at any time, without penalty, by giving sixty (60) days’ advance written notice of termination to the Fund, addressed to its principal place of business.

Interim Advisory Agreements

In the event shareholders of a Fund do not approve the New Advisory Agreement at the Meeting prior to the closing of the Transaction, an interim investment advisory agreement between the Adviser and such Fund (each, an “Interim Advisory Agreement” and collectively, the “Interim Advisory Agreements”) will take effect upon the closing of the Transaction. At the December 8, 2016 meeting, the Board, all of whom are Independent Trustees, unanimously approved an Interim Advisory Agreement for each Fund in order to assure continuity of investment advisory services to the Funds after the Transaction. The terms of each Interim Advisory Agreement are substantially identical to those of the applicable Current Advisory Agreement and New Advisory Agreement, except for the term and escrow provisions described below. The Interim Advisory Agreement will continue in effect for a term ending on the earlier of 150 days from the closing of the Transaction (the “150-day“150-day period”) or when shareholders of the Fund approve the New Advisory Agreement. Pursuant to Rule15a-4 under the 1940 Act, compensation earned by the Adviser under an Interim Advisory Agreement will be held in an interest-bearing escrow account. If shareholders of a Fund approve the New Advisory Agreement prior to the end of the150-day period, the amount held in the escrow account under the Interim Advisory Agreement will be paid to the Adviser. If shareholders of a Fund do not approve the New Advisory Agreement prior to the end of the150-day period, the Board will take such action as it deems to be in the best interests of the Fund, and the Adviser will be paid the lesser of its costs incurred in performing its services under the Interim Advisory Agreement or the total amount in the escrow account, plus interest earned.

Other Actions Contemplated in Connection with the Transaction

Fund mergers involving certain Funds are proposed to occur at or about the time of the closing of the Transaction:

Janus Forty Fund. The Board has approved a merger of Janus Twenty Fund, a series of the Trust, into Janus Forty Fund. The merger is contingent on approval by shareholders of Janus Twenty Fund, which will be solicited pursuant to a separate proxy statement/prospectus that will contain information about the proposed merger and will be sent separately to Janus Twenty Fund shareholders. The merger does not require approval of shareholders of Janus Forty Fund and shareholders of Janus Forty Fund are not being asked to vote on the merger. Janus Forty Fund will be the surviving fund in the merger and theThe merger will not result in any changes to Janus Forty Fund’s investment strategies, policies, management or contractual advisory fee rates.

Janus Research Fund. The Board has approved a merger of Janus Fund, a series of the Trust, into Janus Research Fund. The merger is contingent on approval by shareholders of Janus Fund, which will be solicited pursuant to a separate proxy statement/prospectus that will contain information about the proposed merger and will be sent separately to Janus Fund shareholders. The merger does not require approval of shareholders of Janus Research Fund and shareholders of Janus Research Fund are not being asked to vote on the merger. Janus Research Fund will be the surviving fund in the merger and theThe merger will not result in any changes to Janus Research Fund’s investment strategies, policies, management or contractual advisory fee rates.

INTECH U.S. Managed Volatility Fund. The Board has approved a merger of INTECH U.S. Core Fund into INTECH U.S. Managed Volatility Fund. The merger is contingent on approval by shareholders of INTECH U.S. Core Fund, which will be solicited pursuant to a separate proxy statement/prospectus that will contain information about the proposed merger and will be sent separately to INTECH U.S. Core Fund shareholders. The merger does not require approval of shareholders of INTECH U.S. Managed Volatility Fund and shareholders of INTECH U.S. Managed Volatility Fund are not being asked to vote on the merger. INTECH U.S. Managed Volatility Fund will be the surviving fund in the merger and theThe merger will not result in any changes to INTECH U.S. Managed Volatility Fund’s investment strategies, policies, management or contractual advisory fee rates.

Janus Global Technology Fund. The Board has approved a merger of Henderson Global Technology Fund, a mutual fund organized as a series of Henderson Global Funds and advised by Henderson Global Investors (North America) Inc. (“HGINA”), a subsidiary of Henderson, into Janus Global Technology Fund. The merger is contingent on (i) the closing of the Transaction and (ii) approval by shareholders of Henderson Global Technology Fund. The merger does not require approval by shareholders of Janus Global Technology Fund and shareholders of Janus Global Technology Fund are not being asked to vote on the merger. Janus Global Technology Fund will be the surviving fund in the merger and theThe merger will not result in any changes to Janus Global Technology Fund’s investment strategies, policies, management or contractual advisory fee rates.

Certain Conditions under the 1940 Act

The Board has been advised that the parties to the Merger Agreement have structured the Transaction in reliance upon Section 15(f) of the 1940 Act. Section 15(f) provides in substance that when a sale of a controlling interest in an investment adviser occurs, the investment adviser or any of its affiliated persons may receive any amount or benefit in connection with the sale so long as two conditions are satisfied. The first condition of Section 15(f) is that, during the three-year period following the consummation of a transaction, at least 75% of the investment company’s board of directors must not be “interested persons” (as defined in the 1940 Act) of the investment adviser or predecessor adviser. The composition of the Board of the Trust currently meets this test and would continue to meet this test after the election of an additional trustee election pursuant to Proposal 4. Second, an “unfair burden” (as defined in the 1940 Act, including any interpretations orno-action letters of the Securities and Exchange Commission (the “SEC”) or the staff of the SEC) must not be imposed on the investment company as a result of the transaction relating to the sale of such interest, or any express or implied terms, conditions or understandings applicable thereto. The term “unfair burden” (as defined in the 1940 Act) includes any arrangement, during thetwo-year period after the transaction, whereby the investment adviser (or predecessor or successor adviser), or any “interested person” (as defined in the 1940 Act) of such an adviser, receives or is entitled to receive any compensation, directly or indirectly, from the investment company or its security holders (other than fees for bona fide investment advisory or other services) or from any person in connection with the purchase or sale of securities or other property to, from or on behalf of the investment company (other than bona fide ordinary compensation as principal underwriter for the investment company). Under the Merger Agreement, Henderson has acknowledged Janus’s reliance upon the benefits and protections provided by Section 15(f) and has agreed not to take, and to cause its affiliates not to take, any action that would have the effect, directly or indirectly, of causing the requirements of any of the provisions of Section 15(f) not to be met in respect of the Transaction.

Additional Information About the Adviser

The Adviser, a registered investment adviser, is organized as a Delaware limited liability company and is a direct subsidiary of Janus. Janus is a publicly traded company with principal operations in financial asset management businesses and approximately $198.9 billion in assets under management as of September 30, 2016. Janus offers a broad range of investment solutions, including fixed income, equity, alternative and multi-asset class strategies. Investment strategies are offered throughopen-end funds domiciled in both the U.S. and offshore, as well as through separately managed accounts, collective investment trusts and exchange-traded products. Based in Denver, Janus has offices located in 12 countries throughout North America, Europe, Asia and Australia.

The Adviser has managed primarily growth equity portfolios since 1969. The Adviser has leveraged its research-driven investment philosophy and culture to other areas of the markets, including fundamental fixed income, global macro fixed income, diversified alternatives and exchange-traded products. As of September 30, 2016, the Adviser had approximately $148.8 billion in assets under management. The business address of Janus and the Adviser is 151 Detroit Street, Denver, Colorado 80206.

Information regarding other registered investment companies or series thereof (other than the Trust and the Funds) managed by the Adviser, aSub-Adviser or Henderson that have similar investment strategies to a Fund is set forth inAppendix E to this Proxy Statement.

Certain information regarding the executive officers and directors of the Adviser andSub-Advisers is set forth inAppendix F to this Proxy Statement.

Additional Information About Henderson

Henderson is the holding company of the investment management group, Henderson Global Investors, an independent global asset management business with over 1,000 employees worldwide and approximately $131.2 billion in assets under management as of September 30, 2016. As a global money manager, Henderson provides a full spectrum of investment products and services to institutions and individuals around the world. Headquartered in London at 201 Bishopsgate, London, UK EC2M 3AE, Henderson has been managing assets for clients since 1934. Henderson is a multi-skill, multi-asset management business with a worldwide distribution network. Henderson’s U.S. subsidiary Henderson Global Investors (North America) Inc. serves as investment adviser to a family of 11 U.S. registered mutual funds with approximately $12.4 billion in assets as of September 30, 2016 (excluding liquidated funds), most of which are proposed to be integrated into the Janus fund complex upon the closing of the Transaction.

Affiliated Service Providers, Affiliated Brokerage and Other Fees

Administrator. Janus Capital also serves as administrator to the Funds 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, thenon-money market Funds (except for Janus Global Allocation Fund – Conservative, Janus Global Allocation Fund – Moderate, and Janus Global Allocation Fund – Growth (together, the “Allocation Funds”)) reimburse Janus Capital for reasonable costs incurred in performing certain administrative and clerical functions. Some examples of these reimbursable expenses include net asset value determination, fund accounting, updating of the Trust’s registration statement, and supporting the Board of Trustees. Pursuant to an Administration Agreement between Janus Capital and the Trust, on behalf of the Allocation Funds, Janus Capital bears expenses not otherwise detailed in the Current Advisory Agreement and New Advisory Agreement for the Allocation Funds, that are incurred in connection with the operation of the Allocation Funds. Janus Capital does not receive compensation as administrator of thenon-money market funds or the Allocation Funds. Pursuant to Administration Agreements between Janus Capital and each of Janus Government Money Market Fund and Janus Money Market Fund (together, the “Money Market Funds”), Janus Capital receives an annual administration fee at the rate of 0.46% of average net assets for Class D shares and 0.48% of average net assets for Class T shares of the Money Market Funds. Janus Capital uses this fee to pay for the Money Market Funds’ expenses such as, but not limited to, custody, transfer agency, and fund accounting services; shareholder servicing; provision of office facilities and personnel necessary to carry on the business of the Funds; recordkeeping; and preparation of prospectuses, statements of additional information, and required tax reports. The administration fee paid by Class T shares of the Money Market Funds to Janus Capital may also be used to compensate financial intermediaries who perform services on behalf of Class T shareholders. Janus Capital intends to continue to provide the same administrative services after implementation of the proposed New Advisory Agreements. Information regarding the amounts paid by the Money Market Funds to Janus Capital, as administrator, during the Funds’ last fiscal year is set forth inAppendix G to this Proxy Statement.

Distributor. Janus Distributors LLC (the “Distributor”), located at 151 Detroit Street, Denver, Colorado 80206, a wholly-owned subsidiary of the Adviser, serves as the distributor for the Funds’ shares. According to plans adopted pursuant to Rule12b-1 under the 1940 Act for Class R Shares, Class S Shares, Class A Shares and Class C Shares of the Funds, the Distributor receives a12b-1 fee from each such class of shares that is used to pay for distribution and/or shareholder services. Class A Shares and Class S Shares pay the Distributor a12b-1 fee at the annual rate of up to 0.25% of the average daily net assets of Class A Shares and Class S Shares. Class C Shares pay a12b-1 fee to the Distributor of up to 1.00% (0.75% distribution fee and 0.25% shareholder services fee) of the average daily net assets of Class C Shares. Class R Shares pay a12b-1 fee to Janus Distributors of up to 0.50% of the average daily net assets of Class R Shares. Payments are made to the Distributor, who may make ongoing payments to financial intermediaries and may retain amounts paid by the Funds. Payments under the plans are not tied exclusively to actual distribution and shareholder service expenses, and the payments may exceed distribution and shareholder service expenses actually incurred. The Distributor intends to continue to provide the same services after implementation of the proposed New Advisory Agreement.Agreements. Fees paid by Class A Shares, Class C Shares, Class R Shares and Class S Shares of each Fund to the Distributor, pursuant to their respective12b-1 plan, during the Fund’s last fiscal year is set forth inAppendix G to this Proxy Statement.

Transfer Agent. Janus Services LLC (“Janus Services”), located at 151 Detroit Street, Denver, Colorado 80206, a wholly-owned subsidiary of the Adviser, serves as each Fund’s transfer agent. In addition, Janus Services provides or arranges for the provision of certain other administrative services including, but not limited to, recordkeeping, accounting, order processing, and othernon-distribution related shareholder services for the Funds. Pursuant to the Transfer Agency Agreement between the Trust and Janus Services, each class of shares of each Fund

reimburses Janus Services forout-of-pocket expenses incurred by Janus Services in connection with services rendered. In addition, Janus Services receives a shareholder servicing fee paid by Class D Shares at the annual rate of 0.12% of Class D Shares’ average daily net assets, and paid by each of Class T Shares, Class S Shares and Class R Shares at the annual rate of 0.25% of the average daily net assets of such share class. Such fee compensates Janus Services for providing or arranging for the provision of certain other administrative or other shareholder services. Janus Services may pass through all or a portion of the shareholder services fee received from Class T Shares, Class R Shares and Class S Shares to financial intermediaries. Janus Services intends to continue to provide the same services after implementation of the proposed New Advisory Agreement. Fees paid by Class D Shares, Class T Shares, Class S Shares and Class R Shares of each Fund to Janus Services during the Fund’s last fiscal year is set forth inAppendix G to this Proxy Statement.

Affiliated Brokerage. No Fund paid brokerage commissions within the last fiscal year to (i) any broker that is an affiliated person of such Fund or an affiliated person of such person, or (ii) any broker an affiliated person of which is an affiliated person of such Fund, the Adviser or anySub-Adviser of such Fund.

Payments to Affiliates. During each Fund’s last fiscal year, no Fund made any material payments to the Adviser orSub-Adviser to such Fund or any affiliated person of the Adviser orSub-Adviser to such Fund for services provided to the Fund (other than pursuant to the Current Advisory Agreement, CurrentSub-Advisory Agreement, Administration Agreement, or fees paid to the Distributor or Janus Services as described herein).

Shareholder Approval

To become effective with respect to a Fund, each New Advisory Agreement requires the affirmative vote of a 1940 Act Majority (as defined herein) of such Fund, with all classes of shares voting together as a single class. For purposes of determining the approval of the New Advisory Agreement, abstentions and brokernon-votes will have the same effect as shares voted against the proposal.

An unfavorable vote on the proposal to approve the New Advisory Agreement by the shareholders of one Fund will not affect the implementation of the proposal by another Fund if the proposal is approved by the shareholders of that Fund. However, the New Advisory Agreement will only take effect upon the closing of the Transaction, which is conditioned upon obtaining the approval of new advisory agreements by shareholders of Janus funds representing a specified percentage of assets under management.

In the event that the Transaction does not, for any reason, occur, each Current Advisory Agreement will continue in effect in accordance with its terms.

The Board unanimously recommends that shareholders of each Fund vote FOR approval of the Fund’s

New Advisory Agreement.

PROPOSAL 2

APPROVAL OF NEW INVESTMENTSUB-ADVISORY AGREEMENT WITH CURRENTSUB-ADVISER

(Sub-Advised FundsFunds))

Background

For certain Funds, the Adviser has retained either a direct wholly-owned subsidiary, or an indirect wholly-owned subsidiary of Janus assub-adviser to manage the assets of the Fund.

The Adviser has entered into (i) a separate investmentsub-advisory agreement with INTECH with respect to each INTECH Fund (each a “Current INTECHSub-Advisory Agreement”), (ii) a separate investmentsub-advisory agreement with Perkins with respect to each Perkins Fund (each a “Current PerkinsSub-Advisory Agreement”), and (iii) an investmentsub-advisory agreement with Janus Singapore with respect to Janus Asia Equity Fund (the “Current Janus SingaporeSub-Advisory Agreement”). Collectively, the Current INTECHSub-Advisory Agreements, the Current PerkinsSub-Advisory Agreements and the Current Janus SingaporeSub-Advisory Agreement are referred to herein as the “CurrentSub-Advisory Agreements” and each as a “CurrentSub-Advisory Agreement.” The date of each CurrentSub-Advisory Agreement and the date it was last approved by shareholders and approved for continuance by the Board are provided inAppendix D to this Proxy Statement.

As with the Current Advisory Agreements, each CurrentSub-Advisory Agreement, as required by Section 15 of the 1940 Act, provides for its automatic termination in the event of its assignment. Each of INTECH, Perkins and Janus Singapore, is either a direct wholly-owned subsidiary of the Adviser or an indirect wholly-owned subsidiary of Janus. Therefore, the consummation of the Transaction may be deemed an “assignment” of each CurrentSub-Advisory Agreement. In addition, each CurrentSub-Advisory Agreement provides that it will terminate upon the termination of the Current Advisory Agreement with respect to such Fund. As a result, the consummation of the Transaction would result in the termination of each CurrentSub-Advisory Agreement.

The 1940 Act requires that a newsub-advisory agreement be approved by shareholders in order for it to become effective.

The Proposal

Shareholders of each INTECH Fund are being asked to approve a newsub-advisory agreement between the Adviser and INTECH (each a “New INTECHSub-Advisory Agreement”). Shareholders of each Perkins Fund are being asked to approve a newsub-advisory agreement between the Adviser and Perkins (each a “New Perkins

Sub-Advisory Sub- Advisory Agreement”). Shareholders of Janus Asia Equity Fund are being asked to approve a newsub-advisory agreement between the Adviser and Janus Singapore (the “New Janus SingaporeSub-Advisory Agreement” and, together with the New INTECHSub-Advisory Agreements and New PerkinsSub-Advisory Agreements, each a “NewSub-Advisory Agreement” and collectively, the “NewSub-Advisory Agreements”). Each NewSub-Advisory Agreement will be substantially similar to the CurrentSub-Advisory Agreement for each Fund.

At the December 8, 2016 Board meeting, and for the reasons discussed below (see “Board Considerations” after Proposal 3 in this Proxy Statement), the Board, all of whom are Independent Trustees, unanimously approved the NewSub-Advisory Agreement on behalf of each applicable Fund and unanimously recommended approval of the NewSub-Advisory Agreement by shareholders. For additional information regarding the Board’s consideration of the NewSub-Advisory Agreements, see “Board Considerations” after Proposal 3 in this Proxy Statement. The form of the New INTECHSub-Advisory Agreement is attached hereto asAppendix O to this Proxy Statement. The form of the New PerkinsSub-Advisory Agreement is attached hereto asAppendix P to this Proxy Statement. The form of the New Janus SingaporeSub-Advisory Agreement is attached hereto asAppendix Q to this Proxy Statement.

Because each NewSub-Advisory Agreement, like each CurrentSub-Advisory Agreement, is between the Adviser and theSub-Adviser, a Fund’s NewSub-Advisory Agreement will not take effect until the New Advisory Agreement for such Fund has been approved by shareholders. For Janus Asia Equity Fund, the NewSub-Advisory Agreement will not take effect if a separate proposal to appoint a newsub-adviser is approved by shareholders. See Proposal 3, beginning at page [15].14.

Comparison of CurrentSub-Advisory Agreements and NewSub-Advisory Agreements

The terms of each NewSub-Advisory Agreement are substantially similar to those of the corresponding CurrentSub-Advisory Agreement. There is no change in the fee rate payable by the Adviser to theSub-Adviser. If approved by shareholders of a Fund, the NewSub-Advisory Agreement for the Fund will have an initial term through February 1, 2018 and will continue in effect from year to year thereafter if such continuance is approved for the Fund at least annually in the manner required by the 1940 Act and the rules and regulations thereunder. Below is a comparison of certain terms of the CurrentSub-Advisory Agreements to the terms of the NewSub-Advisory Agreements.

Sub-Advisory Services. Under the terms of the agreements, thesub-advisory services provided by theSub-Adviser to each Fund under the NewSub-Advisory Agreements and to be provided under the CurrentSub-Advisory Agreements are the same. Both the CurrentSub-Advisory Agreements and NewSub-Advisory Agreements provide that theSub-Adviser shall manage the investment operation of the Fund and the composition of its investment portfolio, shall determine without prior consultation with the Trust or the Adviser, what securities and other assets of the Fund will be acquired, held, disposed of or loaned, and place orders or direct the Adviser to place orders, for the purchase or sale of such securities or other assets with brokers, dealers or others, all in conformity with the investment objectives, policies and restrictions and the other statements concerning the Fund in the Trust’s Amended and Restated Agreement and Declaration of Trust, as then in effect, the Trust’s Amended and Restated Bylaws, as then in effect, and the registration statements of the Trust, and to provisions of the Internal Revenue Code, as applicable to each Fund as a regulated investment company. TheSub-Adviser shall cause its officers to attend meetings and furnish oral and written reports, as each Fund may reasonably require, in order to keep the Trustees and appropriate officers of each Fund fully informed as to the condition of the investment portfolio of each Fund. Additionally, theSub-Adviser shall furnish reports as may be reasonably requested by the Board or the Adviser, including, but not limited to reports relating to the valuation of the Fund’s assets.

Fees. Under both the Current Sub-Advisory Agreements and New Sub-Advisory Agreements, the Adviser pays the Sub-Adviser the same sub-advisory fee rate of half of the investment advisory fee the Adviser receives from the Fund. For each INTECH Fund, Perkins International Value Fund and Perkins Value Plus IncomeJanus Asia Equity Fund pays to the Adviser pays theapplicable Sub-Adviser a sub-advisory fee which is calculated daily and paid monthly. The sub-advisory fee rate equal to 50% ofunder the investment advisory fee paid by the FundNew Sub-Advisory Agreements is identical to the Adviser (calculated after anysub-advisory fee waiversrate under the Current Sub-Advisory Agreements. Certain Perkins Funds and expense reimbursement). For Janus Asia Equity Fund Perkins Global Value Fund, Perkins Large Cap Value Fund, Perkins Mid Cap Value Fund, Perkins Select Value Fund and Perkins Small Cap Value Fund, the Adviser pays the Sub-Adviserpay a sub-advisory fee equal to 50% of the investment advisory fee paid by the Fund to the Adviser (plus or minus half of any performance fee adjustment, and net of any reimbursement of expenses incurred or fees waived by the Adviser). As a result, for these Funds, the annual fee rate

paid to the Sub-Adviser fluctuates that may adjust up or down based on the fee adjustment to the investment advisory fee rate paid by the Fund to the Adviser, which is determined based on thesuch Fund’s performance relative to the cumulative investment record of its benchmark index. Information regardingindex over a performance measurement period. For each such Fund, the terms of such performance adjustment under the New Sub-Advisory Agreement are identical to the terms of such performance adjustment under the Current Sub-Advisory Agreement.Appendix C to this Proxy Statement sets forth the sub-advisory fee rate applicable to each Fund.Appendix G to this Proxy Statement sets forth the amount of fees paid by the Adviser to the Sub-Adviser with respect to each Fund during each Fund’s lastmost recently ended fiscal year are set forth inAppendix G to this Proxy Statement.year.

Payment of Expenses. Under each CurrentSub-Advisory Agreement and NewSub-Advisory Agreement, theSub-Adviser agrees to pay its own costs and expenses incurred in rendering its services.

Limitation on Liability. The CurrentSub-Advisory Agreements and NewSub-Advisory Agreements provide that theSub-Adviser will not be liable for, and the Adviser will not take any action against theSub-Adviser to hold theSub-Adviser liable for, any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission taken with respect to the Fund except for willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of its reckless disregard of its obligations and duties under the agreement and except to the extent otherwise provided by law.

Continuance. The CurrentSub-Advisory Agreement for each Fund continues in effect for successiveone-year periods thereafter,after its initial term, if such continuance is approved in the manner required by the 1940 Act. The NewSub-Advisory Agreement for each Fund will have an initial term until February 1, 2018, and will continue thereafter for successiveone-year periods if approved annually in the same manner required under the CurrentSub-Advisory Agreements.

Termination. The Current INTECHSub-Advisory Agreements and New INTECHSub-Advisory Agreements provide that the agreement may be terminated at any time, without penalty, by the Board, or by the shareholders of the Fund acting by vote of at least a majority of its outstanding voting securities, provided in either case that sixty (60) days’ advance written notice of termination be given to INTECH at its principal place of business. Further, the Current INTECHSub-Advisory Agreements and New INTECHSub-Advisory Agreements provide that the agreement may be terminated (i) by the Adviser or by INTECH at any time, without penalty, by giving sixty (60) days’ advance written notice of termination to the other party, or (ii) by the Adviser or the Trust without advance notice if INTECH becomes unable to discharge its duties and obligations under the agreement. In addition, a Fund’s Current INTECHSub-Advisory Agreement and New INTECHSub-Advisory Agreement shall terminate, without penalty, upon termination of the Current Advisory Agreement or New Advisory Agreement, as applicable, of such Fund.

The Current PerkinsSub-Advisory Agreements and New PerkinsSub-Advisory Agreements provide that the agreement may be terminated at any time, without penalty, by the Board, or by the shareholders of a Fund acting by vote of at least a majority of its outstanding voting securities, provided in either case that ninety (90)sixty (60) days’ advance written notice of termination be given to Perkins at its principal place of business. Further, the Current PerkinsSub-Advisory Agreements and New PerkinsSub-Advisory Agreements provide that the agreement may be terminated (i) by the Adviser at any time, without penalty, by giving ninety (90)sixty (60) days’ advance written notice of termination to Perkins; (ii) by Perkins at any time, without penalty, by giving ninety (90) days’ advance notice to the Adviser and the Trust, unless the Adviser or the Trust requests additional time to find a replacement for Perkins, in which case Perkins shall allow the additional time requested by the Adviser or the Trust not to exceed ninety (90) days’ beyond the initial 90 days’ notice period unless otherwise agreed to by the Adviser, the Trust and Perkins; or (iii) by the Adviser or the Trust without advance notice if Perkins becomes unable to discharge its duties and obligations under the agreement. In addition, a Fund’s Current PerkinsSub-Advisory Agreement and New PerkinsSub-Advisory Agreement shall terminate, without penalty, upon termination of the Current Advisory Agreement or New Advisory Agreement, as applicable, of such Fund.

The Current Janus SingaporeSub-Advisory Agreement and New Janus SingaporeSub-Advisory Agreement provide that the agreement may be terminated at any time, without penalty, by the Board, or by the shareholders of the Janus Asia Equity Fund acting by vote of at least a majority of its outstanding voting securities, provided in either case that sixty (60) days’ advance written notice of termination be given to Janus Singapore at its principal place of business. Further, the Current Janus SingaporeSub-Advisory Agreement and New Janus SingaporeSub-Advisory Agreement provide that the agreement may be terminated (i) by the Adviser at any time, without penalty, by giving sixty (60) days’ advance written notice of termination to Janus Singapore; (ii) by Janus Singapore at any time, without penalty, by giving ninety (90) days’ advance notice to the Adviser and the Trust, unless the Adviser or the Trust requests additional time to find a replacement for Janus Singapore, in which case

Janus Singapore shall allow the additional time requested by the Adviser or the Trust not to exceed ninety (90) days’ beyond the initial 90 days’ notice period unless otherwise agreed to by the Adviser, the Trust and Janus Singapore; or (iii) by the Adviser or the Trust without advance notice if Janus Singapore becomes unable to discharge its duties and obligations under the agreement. In addition, the Janus Asia Equity Fund’s Current Janus SingaporeSub-Advisory Agreement and New Janus SingaporeSub-Advisory Agreement shall terminate, without penalty, upon termination of the Fund’s Current Advisory Agreement or New Advisory Agreement, as applicable.

InterimSub-Advisory Agreements

In the event shareholders of a Fund do not approve such Fund’s New Advisory Agreement and/or NewSub-Advisory Agreement at the Meeting prior to the closing of the Transaction, an interimsub-advisory agreement between the Adviser and the applicableSub-Adviser (each an “InterimSub-Advisory Agreement” and collectively, the “InterimSub-Advisory Agreements”) will take effect upon the closing of the Transaction. At the December 8, 2016 meeting, the Board, including the Independent Trustees, unanimously approved an InterimSub-Advisory Agreement for each applicable Fund in order to assure continuity ofsub-advisory services to thesub-advised Funds after the Transaction. The terms of each InterimSub-Advisory Agreement are substantially identical to those of the CurrentSub-Advisory Agreements and NewSub-Advisory Agreements, except for the term and escrow provisions described below. The InterimSub-Advisory Agreement will continue in effect for a term ending on the earlier of 150 days from the closing of the Transaction (the “150-day“150-day period”) or when shareholders of a Fund approve the New Advisory Agreement and NewSub-Advisory Agreement. Pursuant to Rule15a-4 under the 1940 Act,

compensation earned by aSub-Adviser under an InterimSub-Advisory Agreement will be held in an interest-bearing escrow account. If shareholders of a Fund approve the New Advisory Agreement and NewSub-Advisory Agreement prior to the end of the150-day period, the amount held in the escrow account under the InterimSub-Advisory Agreement will be paid to theSub-Adviser. If shareholders of a Fund do not approve the New Advisory Agreement and/or NewSub-Advisory Agreement prior to the end of the150-day period, the Board will take such action as it deems to be in the best interests of the Fund, and theSub-Adviser will be paid the lesser of its costs incurred in performing its services under the InterimSub-Advisory Agreement or the total amount in the escrow account, plus interest earned.

Information About theSub-Advisers

INTECH. INTECH serves as investmentsub-adviser to the INTECH Funds, each a series of the Trust. INTECH is organized as a Delaware limited liability company and is an independently managed direct wholly-owned subsidiary of the Adviser and an indirect subsidiary of Janus. INTECH is a global asset manager with one of the industry’s longest continuous performance records of mathematical equity investment strategies for institutional investors and $48.2 billion in assets under management as of September 30, 2016. INTECH’s global headquarters is located in West Palm Beach, Florida, with its research headquarters in Princeton, New Jersey, and an international headquarters in London. The business address of INTECH is 525 Okeechobee Blvd., Suite 1800, West Palm Beach, Florida 33401.

INTECH’s operations will be unaffected by the Transaction. INTECH’s CEO will continue to report to the Board of Directors of INTECH.

Perkins. Perkins serves as investmentsub-adviser to the Perkins Funds, each a series of the Trust. Perkins is organized as a Delaware limited liability company and is a direct wholly-owned subsidiary of the Adviser and an indirect subsidiary of Janus. Perkins is a value equity manager that uses abottom-up approach to build diversified portfolios of what it believes to be high quality, undervalued stocks with favorablereward-to-risk characteristics. As of September 30, 2016, Perkins had approximately $9.4 billion in assets under management. The business address for Perkins is 311 S. Wacker Drive, Suite 6000, Chicago, Illinois 60606.

Perkins’s operations will be unaffected by the Transaction. Perkins’s CEO will continue to report to the Board of Directors of Perkins.

Janus Singapore. Janus Singapore,#36-02 AXA Tower, 8 Shenton Way, Singapore 068811, has been in the investment advisory business since 2011. Janus Singapore is an indirect wholly-owned subsidiary of Janus.

Additional Information. Certain information regarding the executive officers and directors of eachSub-Adviser is set forth inAppendix F to this Proxy Statement.

Shareholder Approval

To become effective with respect to a Fund, the NewSub-Advisory Agreement must be approved by a 1940 Act Majority (as defined herein) of the Fund, with all classes of shares voting together as a single class. For purposes of determining the approval of each NewSub-Advisory Agreement, abstentions and brokernon-votes will have the same effect as shares voted against the proposal.

An unfavorable vote on the proposal to approve the NewSub-Advisory Agreement by the shareholders of one Fund will not affect the implementation of the proposal by another Fund if the proposal is approved by the shareholders of that Fund. However, the NewSub-Advisory Agreement for each Fund will only take effect upon the closing of the Transaction, which is conditioned upon obtaining the approval by shareholders of Janus funds representing a specified percentage of assets under management. In addition, each NewSub-Advisory Agreement will only take effect if a New Advisory Agreement for a Fund has been approved by shareholders.

In the event that the Transaction does not, for any reason, occur, each CurrentSub-Advisory Agreement will continue in effect in accordance with its terms.

The Board unanimously recommends that shareholders of each Fund vote FOR approval of the NewSub-Advisory Agreement for their Fund.

PROPOSAL 3

APPROVAL OF INVESTMENTSUB-ADVISORY AGREEMENT WITH HENDERSON

INVESTMENT MANAGEMENT LIMITED

(Janus Asia Equity Fund and Janus Global Real Estate FundFund))

Background

In connection with the Transaction, the Adviser has evaluated its capabilities, the capabilities of the existingSub-Advisers and the enhanced capabilities of Janus Henderson upon the closing of the Transaction. With respect to Janus Asia Equity Fund and Janus Global Research Fund (each, an “HIML Fund” and together, the “HIML Funds”), the Adviser determined that it would be in the best interest of the HIML Funds to draw upon the combined resources of Janus Henderson following the Transaction by appointing HIML assub-adviser to the HIML Funds. With respect to Janus Asia Equity Fund, if approved by shareholders, HIML would becomesub-adviser upon the closing of the Transaction and would replace Janus Singapore assub-adviser to such Fund. With respect to Janus Global Real Estate Fund, HIML would becomesub-adviser upon the closing of the Transaction and would be responsible for theday-to-day management of a portion of the investment operations of such Fund subject to the general oversight of Janus Capital. Janus Capital would continue to be responsible for theday-to-day management of a portion of the investment operations of Janus Global Real Estate Fund. Janus Capital believes that HIML provides seasoned resources focused on Asia equities, real estate, and expertise withnon-U.S. investments that can benefit the HIML Funds. With respect to Janus Global Real Estate Fund, Janus Capital believes that such Fund will benefit from portions of the Fund’s investment operations being managed by Janus Capital and HIML, based on similarities in investment process and philosophy of the HIML and Janus Capital investment teams and the benefits of maintaining a “multi-local presence” with investment professionals in key markets, pursuant to which the Denver-based Janus Capital investment team will augment the HIML investment team that has investment professionals based in Europe, Asia and the United States.

HIML is an SEC registered investment adviser and is an indirect, wholly-owned subsidiary of Henderson and serves as investmentsub-adviser to several mutual funds offered by Henderson. No changes to the investment objectives, policies or restrictions of the HIML Funds are anticipated in connection with the appointment of HIML assub-adviser. Following the appointment of HIML assub-adviser, each Fund may experience a higher portfolio turnover rate for a period of time, as portfolio repositioning transactions are made in the discretion of the new portfolio managers. The Funds pay transaction costs, such as brokerage commissions, when buying and selling securities. A higher portfolio turnover rate may result in higher transaction costs, which affect a Fund’s performance. Portfolio turnover may also result in higher taxes when Fund shares are held in a taxable account.

The 1940 Act requires that a newsub-advisory agreement be approved by the Fund’s shareholders in order for it to become effective.

The Proposal

With respect to each HIML Fund, shareholders of the Fund are being asked to approve a newsub-advisory agreement between the Adviser and HIML (each, a “HIMLSub-Advisory Agreement” and collectively, the “HIMLSub-Advisory Agreements”) to take effect immediately after the Closing of the Transaction or shareholder approval, whichever is later.

At the December 8, 2016 Board meeting, and for the reasons discussed below (see “Board Considerations” after this Proposal 3), the Board, all of whom are Independent Trustees, unanimously approved each HIMLSub-Advisory Agreement and recommends that shareholder of each Fund approve the HIMLSub-Advisory Agreement with respect to their Fund. With respect to Janus Asia Equity Fund, the Board approved the termination of theSub-Advisory Agreement with Janus Singapore concurrently with the effectiveness of the HIMLSub-Advisory Agreement. For additional information regarding the Board’s consideration of the HIMLSub-Advisory Agreements, see “Board Considerations” after this Proposal 3. The form of the HIMLSub-Advisory Agreement is attached hereto asAppendix R.

Summary of Terms of HIMLSub-Advisory Agreement

Each HIMLSub-Advisory Agreement will have an initial term through February 1, 20192018 and will continue in effect from year to year thereafter if such continuance is approved for such Fund at least annually in the manner required by the 1940 Act. Below is a summary of certain terms of each HIMLSub-Advisory Agreement.

Sub-Advisory Services. With respect to Janus Asia Equity Fund, the HIMLSub-Advisory Agreement provides that HIML shall manage the investment operations of the Fund and the composition of the Fund’s investment portfolio, With respect to

Janus Global Real Estate Fund, the HIMLSub-Advisory Agreement provides that HIML shall manage a portion of the investment operations and the composition of a portion of the Fund’s investment portfolio. With respect to Janus Asia Equity Fund and the portion of Janus Global Real Estate Fund managed by HIML, HIML shall determine without prior consultation with the Trust or the Adviser, what securities and other assets of the Fund will be acquired, held, disposed of or loaned, and place orders or direct the Adviser to place orders, for the purchase or sale of such securities or other assets with brokers, dealers or others, all in conformity with the investment objectives, policies and restrictions and the other statements concerning the Fund in the Trust’s Amended and Restated Agreement and Declaration of Trust, as then in effect, the Trust’s Amended and Restated Bylaws, as then in effect, and the registration statements of the Trust, and to provisions of the Internal Revenue Code, as applicable to the Fund as a regulated investment company. HIML shall cause its officers to attend meetings and furnish oral and written reports, as the Fund may reasonably require, in order to keep the Trustees and appropriate officers of the Fund fully informed as to the condition of the investment portfolio of the Fund. Additionally, HIML shall furnish reports as may be reasonably requested by the Board or the Adviser, including, but not limited to reports relating to the valuation of the Fund’s assets.

Fees. Under each HIMLSub-Advisory Agreement, the Adviser will pay HIML asub-advisory fee out of the investment advisory fee it receives from the Fund. With respect to Janus Asia Equity Fund, thesub-advisory fee will be equal to fifty percent50% of the investment advisory fee paid by Janus Asia Equity Fund to the Adviser (net of(plus or minus any performance fee adjustments,adjustment, and net of reimbursement of expenses incurred or fees waived by the Adviser)Adviser, or any recoupment of such reimbursement or fee reduction, which shall be shared equally between the Adviser and HIML) pursuant to the New Advisory Agreement which is the samesub-advisory fee rate currently paid by Janus Capital to Janus Singapore. With respect to Janus Global Real Estate Fund, thesub-advisory fee will be equal to %one third of the investment advisory fee paid by Janus Global Real Estate Fund to the Adviser (net(plus or minus any performance fee adjustments,adjustment, and net of reimbursement of expenses incurred or fees waived by the Adviser)Adviser, or any recoupment of such reimbursement or fee reduction, which shall be shared equally between the Adviser and HIML) pursuant to the New Advisory Agreement. As a result, thesub-advisory fee paid by the Adviser to HIML will adjust up or down based on the Fund’s performance relative to its benchmark index over the performance measurement period.

There will be no change to the advisory fee rate paid by your Fund to the Adviser in connection with the appointment of HIML assub-adviser. For additional information regarding the advisory fee paid by the Fund to the Adviser seeAppendix C.

Payment of Expenses. Under each HIMLSub-Advisory Agreement, HIML agrees to pay its own costs and expenses incurred in rendering its services.

Limitation on Liability. Each HIMLSub-Advisory Agreement provides that HIML will not be liable for, and the Adviser will not take any action against HIML to hold HIML liable for, any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission taken with respect to the Fund except for willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of its reckless disregard of its obligations and duties under the agreement and except to the extent otherwise provided by law.

Continuance. Each HIMLSub-Advisory Agreement will have an initial term until February 1, 2019,2018, and will continue thereafter for successiveone-year periods, if such continuance is specifically approved at least annually in the same manner required by the 1940 Act.

Termination. Each HIMLSub-Advisory Agreement provides that the agreement may be terminated at any time, without penalty, by the Board, or by the shareholders of the Fund acting by vote of at least a majority of its outstanding voting securities, provided in either case that sixty (60) days’ advance written notice of termination be given to HIML at its principal place of business. Further, each HIMLSub-Advisory Agreement provides that the agreement may be terminated (i) by the Adviser at any time, without penalty, by giving sixty (60) days’ advance written notice of termination to HIML; (ii) by HIML at any time, without penalty, by giving ninety (90) days’

advance notice to the Adviser and the Fund, unless the Adviser or the Fund requests additional time to find a replacement for HIML, in which case HIML shall allow the additional time requested by the Adviser or the Fund not to exceed ninety (90) days’ beyond the initial 90 days’ notice period unless otherwise agreed to by the Adviser, the Fund and HIML; or (iii) by the Adviser or the Fund without advance notice if HIML becomes unable to discharge its duties and obligations under the agreement. In addition, the HIMLSub-Advisory Agreement shall terminate, without penalty, upon termination of the New Advisory Agreement of the Fund.

For Janus Asia Equity Fund, the terms of the HIMLSub-Advisory Agreement are substantially similar to those of the Current Janus SingaporeSub-Advisory Agreement, including that the same rate of compensation is paid to HIML by the Adviser that the Adviser currently pays to Janus Singapore.

Information about HIML

HIML is an SEC registered investment adviser and is an indirect, wholly-owned subsidiary of Henderson. As a global money manager, HIML and its affiliates (“Henderson Global Investors”) provide a full spectrum of investment products and services to institutions and individuals around the world. Henderson Global Investors has been managing assets for clients since 1934. Henderson Global Investors is a multi-skill, multi-asset management business with a worldwide distribution network. The business address of HIML is 201 Bishopsgate, London UK EC2M 3AE.

Certain information regarding the executive officers and directors of HIML is set forth inAppendix F.

Portfolio Management

Janus Asia Equity Fund. Janus Singapore currently serves assub-adviser to Janus Asia Equity Fund pursuant to the Current Janus SingaporeSub-Advisory Agreement. If approved, HIML would replace Janus Singapore as the Fund’ssub-adviser. Upon the effectiveness of the HIMLSub-Advisory Agreement, Andrew Gillan, Head of HIML’s Asia(ex-Japan) Equities Team, and Mervyn Koh, Associate Investment Manager, would serve as Janus Asia Equity Fund’s portfolio managers.

Andrew Gillan joined Henderson in early 2014 and has over 16 years of experience in the investment industry. Prior to joining Henderson, Mr. Gillan worked for Aberdeen Asset Management (2001 to 2013) as an Asia & Emerging Markets equity fund manager and was lead manager of an Asian Investment Trust. Mr. Gillan graduated from the University of Edinburgh with a MA Joint Honours in French and European History.

Mervyn Koh joined Henderson in 2015 as an Associate Investment Manager and has almost 10 years of experience in the investment industry, having started his career as an Associate at the Government of Singapore Investment Corporation in 2006. Prior to joining Henderson, Mr. Koh worked for Franklin Templeton Investments (2010 to 2015), where he was Vice President in the Emerging Markets Group responsible for research in the Singapore and Indonesian equity market, andco-managed a South East Asia fund. Prior to joining Franklin Templeton, Mr. Koh was an Investment Analyst at Tokio Marine Asset Management International (2007 to 2010), where he was responsible for research in the India equities market and commodity-related stocks in South East Asia and Australia. Mr. Koh holds a graduate diploma in financial management from the Singapore Institute of Management and a BSc in Mechanical Engineering (Hons) from the National University of Singapore. Mr. Koh holds the Chartered Financial Analyst designation.

Janus Global Real Estate Fund. Currently, Janus Capital serves as adviser to the Fund pursuant to the Current Advisory Agreement. Janus Global Real Estate Fund does not currently have asub-adviser. Patrick Brophy serves as portfolio manager and is responsible for theday-to-day management of the Fund. IfFund.If approved, HIML would become the Fund’ssub-adviser. Upon the effectiveness of the HIMLSub-Advisory Agreement, HIML will be responsible for theday-to-day management of a portion of the investment operationsportfolio of the Fund, subject the general oversight of Janus Capital. Janus Capital would continue to be responsible for theday-to-day management of a portion of the investment operationsportfolio of Janus Global Real Estate Fund. Guy Barnard,Co-Head of HIML’s Global Property Equities Team, Tim Gibson,Co-Head of HIML’s Global Property Equities Team, and Patrick Brophy, Portfolio Manager of the Fund for Janus Capital, would serve as portfolio managers of Janus Global Real Estate Fund. In managing Janus Global Real Estate Fund, Mr. Barnard will focus on European property equities, Mr. Gibson will focus on Asia property equities, and Mr. Brophy will focus on U.S. property equities.

Guy Barnard joined Henderson in 2006 as an analyst with the Property Equities team. He became a Fund Manager in 2008, deputy head of Global Property Equities in 2012, andCo-Head of Global Property Equities in 2014. Mr. Barnard began his career within the Financial Control function at UBS where he spent three years. Mr. Barnard holds a First Class BSc (Hons) degree in Mathematics and Management from Loughborough University and holds the Chartered Financial Analyst designation.

Tim Gibson joined Henderson in 2011 asCo-Head of Global Property Equities. Before joining Henderson, Mr. Gibson was a European fund manager at AMP Capital Brookfield, responsible for portfolio construction and execution of an indirect real estate fund. Prior to this, Mr. Gibson was an analyst for Morgan Stanley in their European Real Estate Investment Team, in London and Amsterdam. Mr. Gibson holds an MA (Hons) in Economics from St Andrews University, Scotland, and received the Robert Trent Jones Scholarship to the University of Western Ontario, Canada.

Patrick Brophy joined Janus Capital in 2005 as a Portfolio Manager. Before joining Janus, he was a principal/partner at THK Associates, Inc., a Denver-based market economics and land-planning firm. His expertise is in economic analysis, real estate valuation, and property development and acquisition strategies. Mr. Brophy has completed numerous economic and feasibility studies for a wide range of residential, industrial, office, retail and golf/resort projects nationwide. For several years prior to joining Janus, he focused on strategic consultation for his clients – acquisition/deal structuring, financial/cash flow

analysis, and financing structure and opportunities. In 2001, Mr. Brophy founded Colt Properties, LLC, a real estate investment company that remains active, focusing on acquisition and development opportunities in the retail, industrial, and multi-family sectors.

Shareholder Approval

To become effective, each HIMLSub-Advisory Agreement must be approved by a 1940 Act Majority (as defined herein) of the applicable HIML Fund, with all classes of shares voting together as a single class. For purposes of determining the approval of each HIMLSub-Advisory Agreement, abstentions and brokernon-votes will have the same effect as shares voted against the proposal.

Each HIMLSub-Advisory Agreement will only take effect upon the closing of the Transaction, which is conditioned upon obtaining the approval of new investment advisory agreements by shareholders of Janus funds representing a specified percentage of assets under management. If the HIMLSub-Advisory Agreement has not been approved prior to the Closing of the Transaction, Janus Capital will continue to manage Janus Global Real Estate Fund under a New Investment Advisory Agreement or Interim Advisory Agreement and Janus Singapore will continue to manage Janus Asia Equity Fund under a NewSub-Advisory Agreement or InterimSub-Advisory Agreement, in each case as described in Proposal 2 beginning at page [10].10.

The Board unanimously recommends that shareholders of each HIML Fund vote FOR approval of the

HIMLSub-Advisory Agreement for their Fund.

BOARD CONSIDERATIONS

New Advisory Agreements and NewSub-Advisory Agreements

On September 15, 2016, Janus advised the Board of its intent to seek a strategic combination of its advisory business with Henderson. The Board met with the Chief Executive Officer of Janus, who outlined the proposed combination and the potential benefits to Janus Capital and the Funds. Subsequent to the September 15, 2016 meeting, the Trustees identified a list of basic principles, which they believed should serve as the foundation for their review of the organizational, operational and strategic issues involved with any potential change in control of Janus Capital, the investment adviser to the Funds. These basic principles were communicated to Janus Capital on September 27, 2016, and were intended to be shared with Henderson. On October 3, 2016, Janus announced that it had entered into a definitive Agreement and Plan of Merger with Henderson pursuant to which Janus and Henderson agreed to effect anall-stock merger of equals strategic combination of their respective businesses, with Janus Capital surviving the merger as a direct wholly-owned subsidiary of Henderson (the “Transaction”).Henderson. The Board was advised that, subject to certain conditions, the Transaction is currently expected to close byduring the second quarter of 2017.

As part of its due diligence, the Board developed an initial list of questions related to the proposed transaction, which was provided to Janus Capital on October 6, 2016. At a special Board meeting held on October 19, 2016, the Board considered Janus Capital’s response to the initial information request and met with the management of Janus to discuss the impact of the Transaction on the nature, extent and quality of services Janus Capital is expected to provide to the Funds following the Transaction, addressing, among other matters, the personnel expected to provide such services, and the resources available to do so. After its October 19, 2016 meeting, the Board developed a supplemental request for additional information, which was provided to Janus Capital on October 26, 2016. At another special Board meeting held onNovember 7-8, 2016, the Board considered Janus Capital’s response to the supplemental information request and again met with the management of Janus and Henderson to discuss the impact of the Transaction on the nature, extent and quality of services Janus Capital is expected to provide to the Funds following the Transaction, and also met with various officers of the Funds and of Janus Capital, including various Fund portfolio managers. After its November7-8, 2016 meeting, the Board developed a second supplemental request for additional information, which was provided to Janus Capital on November 21, 2016. OnDecember 7-8, 2016, the Board met to consider Janus Capital’s response to the second supplemental information request and to also consider the proposed New Advisory Agreement for each Fund and the NewSub-Advisory Agreement for Funds managed by INTECH, Perkins or Janus Singapore. During each of these meetings, the Board sought additional and clarifying information as it deemed necessary or appropriate. In addition, the Board engaged its independent fee consultant to help evaluate certain of the proposals that the Board was being asked to consider. Throughout the process, the Board had the assistance of its independent legal counsel, who advised them on, among other things, its duties and obligations.

In connection with the Board’s review, Janus Capital provided, and the Board obtained, substantial information regarding the following matters: the management, financial position and business of Henderson; the history of Henderson’s business and operations; the investment performance of the investment companies advised by Henderson; the proposed structure, operations and investment processes of the combined investment management organization after the Transaction and the strategy for operating and growing the business following the Transaction; the future plans of Janus and Henderson with respect to the Funds and any proposed changes to the operations or structure of the Funds; and the future plans of Janus and Henderson with respect to the provision of services to the Funds, and the entities providing such services, including those affiliated with Janus. The Board also received information regarding the terms of the Transaction, anticipated management of the combined organization, the resources that each of Janus and Henderson bring to the combined organization and the process being followed by Janus and Henderson to integrate their organizations. The Board also received information regarding the impact of the Transaction on each of INTECH, Perkins and Janus Singapore.

In connection with the Board’s approval of New Advisory Agreements and NewSub-Advisory Agreements at its December 8, 2016 meeting, the Board also continued itson-going annual process to determine whether to continue the Current Advisory Agreements and the CurrentSub-Advisory Agreements. In this regard, the Board received and reviewed information provided by Janus and the respectiveSub-Advisers in response to requests of the Board and its independent legal counsel. The Board also received and reviewed information and analysis provided by, and in response to requests of, its independent fee consultant. The Board noted that as part of this annual process, the Board had considered and was in the process of considering, numerous factors, including the nature and

quality of services provided by Janus Capital and eachSub-Adviser, as applicable; investment performance, on an absolute basis and relative to appropriate peer groups and one or a combination of market indices; investment management fees, expense ratios and asset sizes of the Funds and peer groups; investment management fees charged to comparable investment companies, separate accounts and non-fund clients; Janus Capital’s profitability from

managing the Funds;fall-out benefits to Janus Capital from its relationship to the Funds, including revenues derived from services provided to the Funds by affiliates of Janus Capital; and the potential benefits to Janus Capital, the Funds of receiving research services from broker/dealer firms in connection with the allocation of portfolio transactions to such firms.

In determining whether to approve the New Advisory Agreement for each Fund and the NewSub-Advisory Agreement for Funds managed by INTECH, Perkins or Janus Singapore in connection with the Transaction, and whether to recommend approval to Fund shareholders, the Board received information and made inquiries into all matters as it deemed appropriate. The Board reviewed and analyzed various factors it deemed relevant, including the following factors, among others, none of which by itself was considered dispositive:

In connection with its deliberations, the Board received assurances from Janus, on behalf of itself and its affiliates (collectively, “Janus”) including the following:

the combined resources of Janus and Henderson. This is due primarily to the anticipated increase of sales related resources and expanded global presence of the combined Janus Henderson organization, which is expected to enhance visibility and brand recognition of the Janus Henderson Funds.

Janus assured the Board that it intended to comply with Section 15(f) of the 1940 Act. Section 15(f) provides anon-exclusive safe harbor for an investment adviser to an investment company or any of its affiliated persons to receive any amount or benefit in connection with a change in control of the investment adviser so long as two conditions are met. First, for a period of three years after the transaction, at least 75% of the board members of the investment company must not be Interested Persons of such investment adviser. The composition of the Board is in compliance with this provision of Section 15(f). In addition, after careful review and consideration, the Board determined that it would be in the best interests of the Funds to add to the Board an individual who currently acts as anon-interested board membersmember of the Henderson Trust. The Board believes that this change in the Board composition will provide perspective and insight relating to experience working with the Henderson organization. The Board’s Nominating and Governance Committee considered a number of candidates and recommended that the Board nominate one proposed new trustee from those candidates who currently act asnon-interested board members of the Henderson Trust. The Board approved that trustee nominee to serve on the Board, subject to election by the shareholders of the Funds and contingent on the closeclosing of the Transaction. If the new trustee is elected and serves on the Board, the Board composition would continue to satisfy the provisions of Section 15(f).

To meet the second condition of Section 15(f), an “unfair burden” must not be imposed upon the investment company as a result of such transaction or any express or implied terms, conditions or understandings applicable thereto. The term “unfair burden” is defined in Section 15(f) to include any arrangement during thetwo-year period after the transaction, whereby the investment adviser, or any interested person of such adviser, receives or is entitled to receive any compensation, directly or indirectly, from the investment company or its shareholders (other than fees for bona fide investment advisory or other services) or from any person in connection with the purchase or sale of securities or other property to, from or on behalf of the investment company (other than bona fide ordinary compensation as principal underwriter for such investment company).

Janus represented that it does not believe that an “unfair burden” will be placed on the Funds as a result of the Transaction. In furtherance thereof, Janus has undertaken to pay the costs of preparing and distributing proxy materials to, and of holding the Meetings of, the Funds’ shareholders, as well as other fees and expenses in connection with the Transaction, including the reasonable fees and expenses of legal counsel and consultants to the Funds and the Trustees. In addition, Janus has agreed, for a period of two years following the closing of the Transaction, (i) not to request any increases to advisory fees for the Funds, other than those proposed to and approved by the Board prior to the close of the Transaction, and (ii) to continue to use the current process by which expense caps are set annually for the Funds.

As a result of its review and consideration of the New Investment Advisory Agreements and NewSub-Advisory Agreements in connection with the Transaction, at a meeting on December 8, 2016, the Board voted unanimously to approve a New Investment Advisory Agreement for each Fund and a NewSub-Advisory Agreement for each Fund managed by INTECH, Perkins or Janus Singapore, and to recommend such agreements to the Funds’ shareholders for their approval.

HIMLSub-Advisory Agreements

The Adviser met with the Trustees on November7-8, 2016, and December7-8, 2016, to discuss the HIMLSub-Advisory Agreements. At the meetings, the Trustees also discussed the HIMLSub-Advisory Agreements with their independent counsel in executive session. During the course of these meetings, the Trustees requested and considered such information as they deemed relevant to their deliberations. In addition, at prior meetings and during the course of these meetings the Board also undertook a comprehensive process to evaluate the impact of the Transaction on the nature, quality and extent of services expected to be provided by the Adviser and HIML to each HIML Fund, including after the completion of the Transaction. For a fuller discussion of the Board’s consideration of the approval of a new investment advisory agreement for the HIML Funds in

connection with the Transaction, see “Board Considerations—New Advisory Agreements with the Current Adviser andSub-Advisers” above.

At a meeting of the Board of Trustees held on December 8, 2016, the Trustees considered the HIMLSub-Advisory Agreements. In determining whether to approve the HIMLSub-Advisory Agreements, and whether to recommend approval to the shareholders of each HIML Fund, the Board received information and made inquiries into all matters as it deemed appropriate. The Board reviewed and analyzed various factors it deemed relevant, including the following factors, among others, none of which by itself was considered dispositive:

As a result of its review and consideration of each HIMLSub-Advisory Agreement and related matters, on December 8, 2016, the Board voted unanimously to approve each HIMLSub-Advisory Agreement and to recommend such agreement to each HIML Fund’s shareholders for their approval.

PROPOSAL 4

TRUSTEE ELECTION

(All FundsFunds))

Introduction

At the Meeting, shareholders of all series of the Trust will be asked to elect an additional individual to the Board of Trustees. Currently, the Board has eight members, each of whom is an Independent Trustee. In connection with the Transaction, the Board has sought to increase the size of the Board to nine members and has nominated Diane L. Wallace (the “Trustee Nominee”) to stand for election as a Trustee.

Ms. Wallace was unanimously approved by the Board to stand for election, upon a recommendation from the Trust’sBoard’s Nominating and Governance Committee, a committee consisting entirely of Independent Trustees, and the nomination was approved by all of the current Independent Trustees.

Ms. Wallace currently serves as a trustee of certain mutual funds advised by HGINA and would qualify to serve as an Independent Trustee. Among other things, the Board considered Ms. Wallace’s background and experience in the financial services industry, including her experience with the Henderson funds, and determined that the addition of Ms. Wallace to the Board would provide valuable continuity and enhance the Board’s oversight of the Trust following the completion of the Transaction. The election by shareholders of the Trustee Nominee will provide the Board with flexibility going forward to replace Trustees as needed without the time and expense of unnecessary proxy solicitation.

The persons named as proxies on the enclosed proxy card(s) will vote for the election of the nominee named below unless the authority to vote for any or all of the nomineesTrustee Nominee is withheld.

If elected, the Trustee Nominee will serve as a Trustee until the next meeting of the shareholders, if any, called for the purpose of electing all Trustees or until the election and qualification of a successor. If a Trustee sooner dies, resigns, retires (currently expected at the end of the 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 the Trustee Nominee should become unavailable for election at the Meeting due to events not now known or anticipated, the persons named as proxies will vote for such other nominee or nominees as the current Independent Trustees may recommend.

The Trust is not required, and dodoes not intend, to hold annual shareholder meetings for the purpose of electing Trustees. Shareholders also have the right to call a meeting to remove a Trustee or to take other action described in the Trust’s organizational documents. Also, if at any time less than a majority of the Trustees holding office have been elected by the Trust’s shareholders, the Trustees then in office will promptly call a shareholder meeting for the purpose of electing one or more Trustees.

The Trustee Nominee and her background are shown on the following pages. This information includes each Trustee’s and the Trustee Nominee’s name, age, principal occupation(s) and other information about each Trustee and the Trustee Nominee’s professional background, including other directorships the Trustee or the Trustee Nominee holds or held, during the past five years. The address of each Trustee and the Trustee Nominee is 151 Detroit Street, Denver, Colorado 80206. Each Trustee serves, and the Trustee Nominee, if so elected will serve, as 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 December 29, 2016.

Name, Year of Birth, and Position(s) with the Trust		Length of Time Served for the Trust		Number of Funds in Fund Complex Overseen or to be Overseen  by Trustee/Nominee		Principal Occupation(s) and Other Directorships Held by Trustee/Nominee During Past Five Years
TRUSTEE NOMINEE:
Diane L. Wallace Year of Birth: 1958 Nominee		N/A		58		Retired. Independent Trustee, Henderson Global Funds (13 portfolios) (since 2015); Independent Trustee, State Farm Associates’ Funds Trust, State Farm Mutual Fund Trust and State Farm Variable Product Trust (28 portfolios) (since 2013).
INDEPENDENT TRUSTEES:
Alan A. Brown Year of Birth: 1962 Trustee		1/13-Present		58		Executive Vice President, Institutional Markets, of Dividend Capital Group (private equity real estate investment management firm) (since 2012). Formerly, Executive Vice President andCo-Head, Global Private Client Group (2007-2010), Executive Vice President, Mutual Funds (2005-2007), and Chief Marketing Officer (2001-2005) of Nuveen Investments, Inc. (asset management). Director of MotiveQuest LLC (strategic social market research company) (since 2003), and Director of WTTW (PBS affiliate) (since 2003). Formerly, Director of Nuveen Global Investors LLC (2007-2011); Director of Communities in Schools (2004-2010); and Director of Mutual Fund Education Alliance (until 2010).
William D. Cvengros Year of Birth: 1948 Trustee		1/11-Present		58		Managing Member and Chief Executive Officer of SJC Capital, LLC (a personal investment company and consulting firm) (since 2002). Formerly, Venture Partner for The Edgewater Funds (a middle market private equity firm) (2002-2004); Chief Executive Officer and President of PIMCO Advisors Holdings L.P. (a publicly traded investment management firm) (1994-2000); and Chief Investment Officer of Pacific Life Insurance Company (a mutual life insurance and annuity company) (1987-1994). Advisory Board Member, Innovate Partners Emerging Growth and Equity Fund I (early stage venture capital fund) (since 2014) and Managing Trustee of National Retirement Partners Liquidating Trust (since 2013). Formerly, Chairman, National Retirement Partners, Inc. (formerly a network of advisors to 401(k) plans) (2005-2013); Director of Prospect Acquisition Corp. (a special purpose acquisition corporation) (2007-2009); Director of RemedyTemp, Inc. (temporary help services company) (1996-2006); and Trustee of PIMCO Funds Multi-Manager Series (1990-2000) and Pacific Life Variable Life & Annuity Trusts (1987-1994).
Raudline Etienne Year of Birth: 1965 Trustee		6/16-Present		58		Senior Advisor, Albright Stonebridge Group LLC (global strategy firm) (since 2016). Formerly, Senior Vice President (2011-2015), Albright Stonebridge Group LLC; and Deputy Comptroller and Chief Investment Officer, New York State Common Retirement Fund (public pension fund)(2008-2011). Director of Brightwood Capital Advisors, LLC (since 2014).
William F. McCalpin Year of Birth: 1957 Chairman and Trustee		Chairman:     1/08-Present    Trustee: 6/02-Present		58		Managing Partner, Impact Investments, Athena Capital Advisors LLC (independent registered investment advisor) (since 2016) and Managing Director, Holos Consulting LLC (provides consulting services to foundations and other nonprofit organizations). Formerly, Chief Executive Officer, Imprint Capital (impact investment firm) (2013-2015) and Executive Vice President and Chief Operating Officer of The Rockefeller Brothers Fund (a private family foundation) (1998-2006). Chairman of the Board and Director of The Investment Fund for Foundations Investment Program (TIP) (consisting of 2 funds), and Director of the F.B. Heron Foundation (a private grant making foundation).

Name, Year of Birth, and Position(s) with the Trust		Length of Time Served for the Trust		Number of Funds in Fund Complex Overseen or to be Overseen  by Trustee/Nominee		Principal Occupation(s) and Other Directorships Held by Trustee/Nominee During Past Five Years
Gary A. Poliner Year of Birth: 1953 Trustee		6/16-Present		58		Retired. Formerly, President (2010-2013) and Executive Vice President and Chief Risk Officer (2009-2012) of Northwestern Mutual Life Insurance Company. Director of MGIC Investment Corporation (private mortgage insurance) (since 2013) and West Bend Mutual Insurance Company (property/casualty insurance) (since 2013). Formerly, Trustee of Northwestern Mutual Life Insurance Company (2010-2013); Chairman and Director of Northwestern Mutual Series Fund, Inc. (2010-2012); and Director of Frank Russell Company (global asset management firm) (2008-2013).
James T. Rothe Year of Birth: 1943 Trustee		1/97-Present		58		Co-founder and Managing Director of Roaring Fork Capital SBIC, L.P. (SBA SBIC fund focusing on private investment in public equity firms), and Professor Emeritus of Business of the University of Colorado, Colorado Springs, CO (since 2004). Formerly, Professor of Business of the University of Colorado (2002-2004), and Distinguished Visiting Professor of Business (2001-2002) of Thunderbird (American Graduate School of International Management), Glendale, AZ. Formerly, Director of Red Robin Gourmet Burgers, Inc. (RRGB) (2004-2014).
William D. Stewart Year of Birth: 1944 Trustee		6/84-Present		58		Retired. Formerly, Corporate Vice President and General Manager of MKS Instruments – HPS Products, Boulder, CO (a manufacturer of vacuum fittings and valves) and PMFC Division, Andover, MA (manufacturing pressure measurement and flow products) (1976-2012).
Linda S. Wolf Year of Birth: 1947 Trustee		11/05-Present		58		Retired. Formerly, Chairman and Chief Executive Officer of Leo Burnett (Worldwide) (advertising agency) (2001-2005). Director of Chicago Community Trust (Regional Community Foundation), Chicago Council on Global Affairs, InnerWorkings (U.S. provider of print procurement solutions to corporate clients), Lurie Children’s Hospital (Chicago, IL), Rehabilitation Institute of Chicago, Walmart, and Wrapports, LLC (digital communications company). Formerly, Director of Chicago Convention & Tourism Bureau (until 2014) and The Field Museum of Natural History (Chicago, IL) (until 2014).

General Information Regarding the Board of Trustees

The Trust is governed by the Board of Trustees, which is responsible for and oversees the management and operations of the Trust and each Fund 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’sday-to-day operations. The Trustees approve all of the agreements entered into with the Funds’ service providers, including the investment advisory agreements with Janus Capital and the Funds’sub-advisers. The Trustees are also responsible for determining or changing the Funds’ investment objectives, policies, and available investment techniques, as well as for overseeing the Trust’s Chief Compliance Officer. In carrying out these responsibilities, the Trustees are assisted by the Trust’s independent auditor (who reports directly to the Trust’s Audit Committee), independent counsel, an independent fee consultant, and other specialists as appropriate, all of whom are selected by the Trustees. The Trustees also meet regularly with and without representatives of Janus Capital or its affiliates present.

The Trustees discharge their responsibilities collectively as a Board, as well as through Board committees, each of which operates pursuant to a Board-approved charter that delineates the specific responsibilities of that committee. For example, the Board as a whole is responsible for oversight of the annual process by which the Board considers and approves each Fund’s investment advisory agreement with Janus Capital, but specific matters related to oversight of the Funds’ independent auditorsauditor have been delegated by the Board to its Audit Committee, subject to approval of the Audit Committee’s recommendations by the Board. The members and responsibilities of each Board committee are summarized below. In addition to serving on certain

committees, the Chairman of the Board (“Board Chairman”) is responsible for presiding at all meetings of the Board, and has other duties as may be assigned by the

Trustees from time to time. The Board Chairman also serves as the Board’s liaison to Janus Capital with respect to all matters related to the Funds that are not otherwise delegated to the chair of a Board committee. The Board has determined that this leadership structure is appropriate based on (1) the number of Funds overseen and the various investment objectives of those Funds; (2) the manner in which the Funds’ shares are marketed and distributed; and (3) the responsibilities entrusted to Janus Capital and its affiliates to oversee the Trust’sday-to-day operations, including the management of each Fund’s portfolio and the distribution of Fund shares. On an annual basis, the Board conducts a self-evaluation that considers, among other matters, whether the Board and its committees are functioning effectively and whether, given the size and composition of the Board and each of its committees, the Trustees are able to oversee effectively the number of Janus Funds in the complex.

There were 4 regular meetings and 4 special meetings of the Trustees held during the 12 months ended December 31, 2016. Each Trustee attended all of these meetings with few exceptions during that12-month period. Because the Trust is not required to convene annual shareholder meetings, there is no policy requiring Trustee attendance at such meetings.

Committees of the Board of Trustees

The Board of Trustees has six standing committees that perform specialized functions: an Audit Committee, a Brokerage Committee, an Investment Oversight Committee, a Legal and Regulatory Committee, a Nominating and Governance Committee, and a Pricing Committee. Each committee is comprised entirely of Independent Trustees and has a written charter that delineates its duties and powers. Each committee reviews and evaluates matters as specified in its charter and makes recommendations to the Trustees as it deems appropriate. Each committee may utilize the resources of counsel to the Independent Trustees and the Trust, independent auditors and other experts. The committees normally meet in conjunction with regular meetings of the Trustees but may convene at other times (in person or by telephone) as deemed appropriate or necessary. The membership and chairperson of each committee is appointed by the Trustees upon recommendation of the Trust’s Nominating and Governance Committee.

Audit Committee. The Audit Committee reviews the Trust’s financial reporting process, the system of internal controls over financial reporting, disclosure controls and procedures, including the review of the adequacy of relevant personnel and the review of reports related to such system of internal controls, FormN-CSR and Form N-CSRN-Q filings, and the audit process. The Committee’s review of the audit process includes, among other things, the appointment, compensation and oversight of the Trust’s independent auditor, which performs the audits of the Funds’ financial statements, regular meetings and communication with relevant personnel at Janus Capital and the independent auditor, andpre-approval of all audit andnon-audit services. The Committee also reviews any significant changes or improvements in accounting and audit processes that have been implemented. The Committee receives reports from Janus Capital’s enterprise risk management and internal audit departments. The Committee also receives annual representations from the Trust’s independent auditor as to its independence. Currently, the members of the Audit Committee are: William D. Cvengros (Chair), Gary A. Poliner and William D. Stewart. The Committee held 9 meetings during the 12 months ended December 31, 2016.

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.transactions, oversees the implementation of the policies of Janus Capital and any subadviser on behalf of the Trusts, and reviews reports provided with respect to compliance with such policies. Currently, the members of the Brokerage Committee are: Alan A. Brown (Chair), James T. Rothe, and William D. Stewart. The Committee held 3 meetings during the 12 months ended December 31, 2016.

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, investment risk characteristics, 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 the review of reports related to such operations, compliance with the Trust’s Money Market Fund Procedures and Rule2a-7 under the 1940 Act. Currently, the members of the Investment Oversight Committee are: William F. McCalpin (Chair), Alan A. Brown, William D. Cvengros, Raudline Etienne, Gary A. Poliner, James T. Rothe, William D. Stewart, and Linda S. Wolf. Mr. Cvengros serves as the Lead Trustee for money market matters. The Committee held 5 meetings during the 12 months ended December 31, 2016.

Legal and Regulatory Committee. The Legal and Regulatory Committee oversees compliance with various procedures adopted by the Trust and compliance with any conditions included in any exemptive order of the SEC or other orders and settlement agreements applicable to the Trust, reviews reports and other materials related to such compliance, reviews certain

regulatory filings made with the SEC, and oversees, among other matters, the implementation and administration of the Trust’s Proxy Voting Guidelines. The Committee also monitors the performance of legal counsel employed by the Trust, oversees administration of the Trust’s insurance program, and oversees the administration of the Trust’s securities lending program. Currently, the members of the Legal and Regulatory Committee are: Linda S. Wolf (Chair), Alan A. Brown, Gary A Poliner and William F. McCalpin. The Committee held 9 meetings during the 12 months ended December 31, 2016.

Nominating and Governance Committee. The Nominating and Governance Committee identifies and recommends individuals for Trustee membership and an Independent Trustee to serve as Board Chair, consults with Fund officers and the Board ChairmanChair in planning Trustee meetings, reviews the responsibilities of each Board committee, which includes the need for new committees and the continuation of existing committees, and oversees the administration of, and ensures compliance with, the Trust’s Governance Procedures and Guidelines adopted by the Trustees, which includes review of, and proposed changes to, Trustee compensation. In addition, the Nominating and Governance Committee leads the Trustees’ annual self-assessment process. Currently, the members of the Nominating and Governance Committee are: James T. Rothe (Chair), William F. McCalpin, and Linda S. Wolf. The Committee held 7 meetings during the 12 months ended December 31, 2016.

Pricing Committee. The Pricing Committee reviews and approves, or disapproves or ratifies, fair valuation determinations and valuation methodologies, determines thea fair value of restricted and other securities for which market quotations are not readily available, or that are deemed not to be reliable, pursuant to procedures adopted by the Trustees. The Committee also provides oversight of all types of derivative instruments used by the Trusts and the currency hedging activities of the Trusts, reviews the reasonableness of valuation procedures, management’s adherence to such procedures, the adequacy of supporting documentation, the frequency and magnitude of pricing errors, and other matters related to pricing the Janus Funds’ securities. Currently, the members of the Pricing Committee are: William D. Stewart (Chair), Raudline Etienne, James T. Rothe, and Linda S. Wolf. The Committee held 3 meetings during the 12 months ended December 31, 2016.

Process for Identifying and Evaluating Trustee Nominees and Nominee Qualifications

The Nominating and Governance Committee of the Board is responsible for identifying and nominating candidates for appointment as Trustees. As stated in the Committee’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 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 Nominating and Governance Committee, the Committee will consider Trustee nominations made by shareholders. Shareholders of a Fund may submit names of potential candidates for consideration by the Committee by submitting their recommendations to the Trust’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 L.

The Committee may use any process it deems appropriate for identifying and evaluating candidates for service as a Trustee, which may include, without limitation, personal interviews, background checks, written submissions by the candidates, third party references and the use of consultants, including professional recruiting firms, 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 Trustee Nominee identified herein. The Committee believes that if elected, the Trustee Nominee qualifies to serve as an Independent Trustee. The Trustee Nominee’s background is detailed above.

The Committee and the Trustees considered the totality of the information available to them, and took into account the specific experience, qualifications, attributes or skills discussed below to conclude that each Trustee and Trustee 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 Trustee and Trustee Nominee based on the criteria described above, and reviewed the specific experience, qualifications, attributes or skills that each Trustee and Trustee Nominee presented, none of which by itself was considered dispositive.

Independent Trustee Nominee

Diane L. Wallace: Service as Independent Trustee of Henderson Global Funds and other leading investment management firms, and as Chief Operating Officer, Senior Vice President of Operations, Treasurer and Chief Financial Officer of a leading investment management firm.

Independent Trustees

Alan A. Brown: Service as Executive Vice President and as Chief Marketing Officer of a leading investment management firm, a corporate and fund 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 major life insurance company, a corporate and fund director, and in various capacities with private investment firms, and a Fund Independent Trustee since 2011.

Raudline Etienne: Service as Deputy Controller and Chief Investment Officer of a large public pension fund, Senior Vice President and Senior Adviser to a global strategy firm, and a Fund Independent Trustee since 2016.

William F. McCalpin: Service as Chief Operating Officer of a large private family foundation, Chairman and Director of an unaffiliated fund complex, and a Fund Independent Trustee since 2002 and Independent Chairman of the Board of Trustees since 2008.

Gary A. Poliner: Service as President, and Vice President and Chief Risk Officer, of a large life insurance company, a director of private companies, service as director and Chairman and Director of unaffiliated fund complexes, and a Fund Independent Trustee since 2016.

James T. Rothe:Co-founder and Managing Director of a private investment firm, former business school professor, service as a corporate director, and a Fund Independent Trustee since 1997.

William D. Stewart: Service as a corporate vice president of a NASDAQ-listed industrial manufacturer and a Fund Independent Trustee since 1984.

Linda S. Wolf: Service as Chairman and Chief Executive Officer of a global advertising firm, service on multiple corporate and nonprofit boards, and a Fund Independent Trustee since 2005.

Board Oversight of Risk Management

Janus Capital, as part of its responsibilities for theday-to-day operations of the Funds, is responsible forday-to-day risk management.management of the Funds. The Board, as part of its overall oversight responsibilities for the Funds’ operations, oversees Janus Capital’s risk management efforts with respect to the Janus funds. In the exercise of its reasonable business judgment, the Board also separately considers potential risks that may impact the Funds. The Board discharges its oversight duties and considers potential risks in a number of different ways, including, but not limited to, receiving reports on a regular basis, either directly or through an appropriate committee, from Janus Capital and its officers. Reports received include those from, among others, Janus Capital’s (1) senior managers responsible for oversight of global risk, including, for example, those responsible for oversight of cyber risks; (2) senior managers responsible for oversight of portfolio construction and trading risk; (3) Chief Compliance Officer; and (4) Director of Internal Audit. At the time these reports are presented, the Board or the committee receiving the report will, as it deems necessary, invite the presenter to participate in an executive session to discuss matters outside the presence of any other officers or representatives of Janus Capital or its affiliates. The Board also receives reports from other entities and individuals unaffiliated with Janus Capital, including reports from the Funds’ other service providers and from independent consultants hired by the Board.

Various Board committees also will consider particular risk items as the committee addresses items and issues specific to the jurisdiction of that committee. For example, the Pricing Committee will consider valuation risk as part of its regular oversight responsibilities, and similarly, the Brokerage Committee will consider counterparty risk associated with the Funds’

portfolio transactions. The Board also may be apprised of particular risk management matters in connection with its general oversight and approval of 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 an ad hoc basis in the event that he identifies&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. For each Trustee, these investments are expected, in the aggregate and at a minimum, to equal median Trustee annual compensation with an allowance for new Trustees to reach this level of investment over time. These investments may include amounts held under a deferred compensation plan that are valued based on “shadow investments” in such funds. Such investments, including the amount and which funds, are dictated by each Trustee’s individual financial circumstances and investment goals.

The dollar range of equity securities beneficially owned by each Trustee and Trustee Nominee in each Fund and all Janus Funds overseen by the Trustee as of December 31, 2016 in the aggregate is set forth inAppendix H to this Proxy Statement. The number of shares of each Fund beneficially owned by each Trustee and Trustee Nominee and by the Trustee, Trustee Nominee and executive officers as a group as of December 31, 2016 is set forth inAppendix H to this Proxy Statement.

Compensation of Trustees

The Trust pays each Independent Trustee an annual retainer plus a fee for each regularin-person meeting of the Trustees attended, a fee forin-person meetings of committees attended if convened on a date other than that of a regularly scheduled meeting, and a fee for telephone meetings of the Trustees and committees. In addition, committee chairs/leads and the Chairman of the Board of Trustees receive an additional supplemental retainer. Each current Independent Trustee also receives fees from other Janus funds for serving as Trustee of those funds and those amounts are included below. Janus Capital pays any Trustee not considered an “independent” Trustee, for their services as a Trustee. All of the Trustees and the Trustee Nominee are “independent;” therefore, none of the Trustees are paid by Janus Capital. The Trust and other funds managed by Janus Capital pay all or a portion of the compensation and related expenses of the Fund CCO and compliance staff, as well as certain Fund officers and Janus Capital employees, as authorized from time to time by the Trustees.

The Trust’sBoard’s Nominating and Governance Committee, which consists solely of Independent Trustees, annually reviews and recommends to the Independent Trustees any changes to compensation paid by the Funds to the Independent Trustees. The Independent Trustees also meet at least annually to review their fees in connection with the recommendations of the Nominating and Governance Committee, to ensure that such fees continue to be appropriate in light of the Trustees’ responsibilities as well as in relation to fees paid to trustees of other similarly situated mutual fund complexes.

The tables set forth inAppendix I to this Proxy Statement show, for each Trustee, the compensation paid by each Fund to each Trustee for its last fiscal year, as well as the total compensation paid by all Janus Funds to each Trustee for the calendar year ended December 31, 2016.

Officers of the Trust

The officers of the Trust and their principal occupations are set forth inAppendix J to this Proxy Statement.

Shareholder Approval

Election of the Trustee Nominee will be determined by the affirmative vote of a plurality (the greatest number of affirmative votes) of the shares of all funds of the Trust, including all Funds listed in this Proxy Statement and each other series of the Trust for which votes are being solicited pursuant to separate proxy statements.

For purposes of determining the election of the Trustee Nominee, abstentions and brokernon-votes will have no effect on the outcome of the vote and, assuming the presence of a quorum, votes not cast or withheld will have no effect on the outcome of the vote.

Under a plurality voting standard the Trustee Nominee receiving the greatest number of affirmative votes will be elected. Because a single Trustee Nominee has been nominated to fill the vacancy and is unopposed, assuming the presence of a quorum, the Trustee Nominee is expected to be elected.

If elected by shareholders, and assuming consummation of the Transaction, it is expected that the Trustee Nominee will be seated as Trusteesa Trustee of the Trust prior to the first meeting of the Board of Trustees of the Trust held after the consummation of the Transaction. The election of the trustee nomineeTrustee Nominee is contingent on the closing of the Transaction. If the Transaction is not consummated, the trusteeTrustee Nominee will not join the Board of Trustees.

The Board unanimously recommends that shareholders of the Trust vote FOR the Trustee Nominee.

PROPOSAL 5

APPROVAL OF MANAGER OF MANAGERS PROPOSAL

(All Funds except Janus Adaptive Global Allocation Fund and

INTECH Emerging Markets Managed Volatility FundFund))

The Board has approved, and recommends that shareholders approve, a proposal authorizing the Adviser to enter into and materially amendsub-advisory agreements in the future with wholly-ownedsub-advisers and unaffiliatedsub-advisers, with the approval of the Board, but without obtaining additional shareholder approval (the “Manager of Managers Proposal”).

The Manager of Managers Proposal

Shareholder Approval ofSub-Advisory Agreements. Federal securities laws generally require that shareholders approve agreements with asub-adviser. Shareholder approval also is required if the terms of existingsub-advisory agreements are changed materially or if there is a change in control of thesub-adviser. In order to obtain shareholder approval, a fund must call and conduct shareholder meetings, prepare and distribute proxy materials and solicit votes from shareholders. The process can be costly and time-consuming. The Board believes that it is in the Funds’ best interests if the Board represents their interests in approving or rejecting recommendations made by the Adviser regardingsub-advisers. This approach will avoid the costs and delays associated with holding shareholder meetings to obtain approval for future changes.

SEC Exemptive Order. On July 29, 2014, the SEC granted an order exempting the Trust and the Adviser from the federal securities law requirements to obtain shareholder approval regardingsub-advisory agreements between Janus Capital and wholly-ownedsub-advisers and unaffiliatedsub-advisers (the “SEC Exemptive Order”). The SEC Exemptive Order permits the Adviser to selectsub-advisers to manage all or a portion of the assets of a Fund and enter intosub-advisory agreements withsub-advisers, and materially amendsub-advisory agreements withsub-advisers, subject to the approval of the Board, including a majority of the Independent Trustees, without obtaining shareholder approval. Before a Fund may rely on the SEC Exemptive Order, the operation of the Fund in the manner permitted by the SEC Exemptive Order must be approved by shareholders.

In accordance with the SEC Exemptive Order, the Adviser will provide general management services, including overall supervisory responsibility for the general management and investment of the Fund’s assets. Subject to review and approval of the Board, the Adviser will (a) set a Fund’s overall investment strategies, (b) evaluate, select, and recommend sub-advisers to manage all or a portion of a Fund’s assets, and (c) implement procedures reasonably designed to ensure that sub-advisers comply with a Fund’s investment objective, policies and restrictions. Subject to review by the Board, the Adviser will (a) when appropriate, allocate and reallocate a Fund’s assets among multiple sub-advisers; and (b) monitor and evaluate the performance of sub-advisers.

Under the SEC Exemptive Order, the Trust and the Adviser are subject to several conditions imposed by the SEC to ensure that the interests of the Funds’ shareholders are adequately protected. Among these conditions are that within 90 days of the hiring of a newsub-adviser, a Fund will provide shareholders with an information statement, or with a notice of the availability of such information statement, that contains substantially the same information about thesub-adviser, thesub-advisory agreement and thesub-advisory fee that the fundFund would otherwise have been required to send to shareholders in a proxy statement.

Shareholder approval of the Manager of Managers Proposal will not result in an increase or decrease in the total amount of investment advisory fees that would be paid by a Fund to the Adviser.

Board Considerations

The Board believes that it is in the best interest of each Fund to afford the Adviser the flexibility to provide investment advisory services to each Fund through one or moresub-advisers that have particular expertise in the type of investments in which a Fund invests.

As described above, without the ability to utilize the SEC Exemptive Order, in order for the Adviser to appoint a newsub-adviser or modify asub-advisory agreement materially, the Board must call and hold a shareholder meeting of that Fund, create and distribute proxy materials and solicit votes from the Fund’s shareholders. This process is time consuming and costly. Without the delay inherent in holding shareholder meetings, the Adviser would be able to act more quickly to appoint a newsub-adviser if and when the Board and the Adviser believe that the appointment would benefit the Fund. The Board believes that granting the Adviser (subject to review and approval by the Board) maximum flexibility to selectsub-advisers, without incurring the delay or expense of obtaining further shareholder approval, is in the best interest of the Funds because it will allow each Fund to operate more efficiently.

In addition, the Board believes that it is appropriate to vest the selection ofsub-advisers in the Adviser (subject to review and approval by the Board) in light of the Adviser’s investment advisory expertise and its experience in selectingsub-advisers. The Board believes that if in the future it becomes appropriate to add or change asub-adviser to your Fund, it can access this expertise and experience in ways that can add value to the Fund and its shareholders.

Although no newsub-advisory arrangements or changes to any Fund’s existingsub-advisory arrangement are being recommended in connection with the Transaction, except for Janus Asia Equity Fund and Janus Global Real Estate Fund (described further in Proposal 3), the Adviser expects to continue to evaluate these relationships, including evaluating the capabilities of the existingSub-Advisers, the capabilities of other possiblesub-advisers and the enhanced capabilities of Janus Henderson, assuming the Transaction occurs. If that evaluation results in a recommendation to implement a newsub-advisory relationship or change any existingsub-advisory relationship, either in connection with the Transaction or separately, that recommendation could not be implemented without Board approval.

Finally, the Board believes that it will retain sufficient oversight of each Fund’ssub-advisory arrangements to seek to ensure that shareholders’ interests are protected whenever the Adviser selects asub-adviser or modifies asub-advisory agreement. The Board will continue to evaluate and to approve all proposedsub-advisory agreements, as well as any proposed modifications to existingsub-advisory agreements. In doing so, the Trustees will analyze such factors that they consider to be relevant to the determination. The terms of eachsub-advisory agreement will include those required by applicable provisions of the 1940 Act, except for the specific provisions of the 1940 Act from which the SEC Exemptive Order provides relief.

Shareholder Approval

To become effective with respect to a Fund, the Manager of Managers Proposal must be approved by a 1940 Act Majority (as defined herein) of the Fund, with all classes of shares voting together as a single class. For purposes of determining the approval of the Manager of Managers Proposal, abstentions and brokernon-votes will have the same effect as shares voted against the proposal.

An unfavorable vote on the Manager of Managers Proposal by the shareholders of one Fund will not affect the implementation of the Manager of Managers Proposal by another Fund if the Manager of Manager Proposal is approved by the shareholders of that Fund.

Shareholder approval of the Manager of Managers Proposal is not being sought with respect to Janus Adaptive Global Allocation Fund and INTECH Emerging Markets Managed Volatility Fund, as such Funds have already implemented the manager of managers structure at their inception.

If shareholders of a Fund approve the Manager of Managers Proposal, the Proposal will take effect whether or not the Transaction is consummated.

The Board unanimously recommends that shareholders of each Fund vote FOR approval of the Manager of Manager’sManagers Proposal.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Based on the Audit Committee’s recommendation, the Board of Trustees, all of whom are Independent Trustees, selected PricewaterhouseCoopers LLP (“PwC”) as the Trust’s independent registered public accounting firm during the Trust’s current fiscal years.year. 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.

Audit Fees.    The.The aggregate fees billed for professional services rendered by PwC for the audit of annual financial statements or services that are normally provided by PwC in connection with statutory and regulatory filings or engagements for the fiscal years ending in 2016 and 2015 for each Fund and Janus Capital or entities controlling, controlled by, or under common control with Janus Capital that provide ongoing services to the Funds (collectively, “Fund Service Providers”), are listed in the tables set forth inAppendix K to this Proxy Statement.

Audit-Related Fees. The aggregate fees billed for assurance and related services by PwC that are reasonably related to the performance of the audit of the financial statements and are not reported under “Audit Fees” above for the fiscal years ending in 2016 and 2015 for each Fund and the Fund Service Providers are listed in the tables set forth inAppendix K to this Proxy Statement. The nature of the services comprising the fees disclosed under this category includes the review of semiannual reports to shareholders.

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 2016 and 2015 for each Fund and the Fund Service Providers are listed in the tables set forth inAppendix K to this Proxy Statement. The nature of the services comprising the fees disclosed under this category includes tax compliance, tax planning, tax advice, and corporate actions review.

All Other Fees. The aggregate fees billed for products and services provided by PwC, other than the services reported in “Audit Fees,” “Audit-Related Fees,” and “Tax Fees” above, for the fiscal years ending in 2016 and 2015 for each Fund and the Fund Service Providers are listed in the tables set forth inAppendix K to this Proxy Statement. The nature of the services comprising the fees disclosed under this category includes the review of semiannual reports to shareholders, an annual study and evaluation of internal accounting controls, training, registration statement review, and Qualified Foreign Individual Investor (“QFII”) services.

Pre-Approval of Certain Services. The Trust’s Audit Committee Charter requires the Audit Committee topre-approve any engagement of PwC (i) to provide audit ornon-audit services to the Trust or (ii) to providenon-audit services to the Fund Service Providers, if the engagement relates directly to the operations and financial reporting of the Trust, except for thosenon-audit services that were subject to thepre-approval exception under Rule2-01 of RegulationS-X (the “Pre-Approval“Pre-Approval Exception”). The Chair of the Audit Committee or, if the Chair is unavailable, another member of the Audit Committee who is an Independent Trustee, may grant thepre-approval. All such delegatedpre-approvals must be presented to the Audit Committee no later than the next Audit Committee meeting.

None of the services rendered by PwC to the Funds or to Janus Capital (not including anysub-adviser 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 2016 and 2015 werepre-approved by the Audit Committee pursuant to thePre-Approval Exception.

Non-Audit Fees. The aggregatenon-audit fees billed by PwC for services rendered to the Trust, and rendered to Janus Capital (not including anysub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any Fund Service Providers for the fiscal years ending in 2016 and 2015 are listed in the tables set forth inAppendix K to this Proxy Statement.

The Audit Committee has considered whether the provision ofnon-audit services that were rendered to Janus Capital (not including anysub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and Fund Service Providers that were notpre-approved pursuant to paragraph (c)(7)(ii) of Rule2-01 of RegulationS-X is compatible with maintaining PwC’s independence.

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 entitled to vote ofat the Meeting with respect to each Fund shall be a quorum for the transaction of business by that Fund at the Meeting. Any lesser number is sufficient for adjournments. Quorum with respect to each proposal is described in greater detail below. In the event that the necessary quorum to transact business is not present or the vote required to approve a proposal is not obtained at the Meeting with respect to each Fund, the persons named as proxies may propose one or more adjournments or postponements of the Meeting, in accordance with applicable law, to permit further solicitation of proxies with respect to the proposal. Any such adjournment or postponement as to the proposal will require the affirmative vote of the holders of a majority of the shares of the applicable Fund, present in person or by proxy at the Meeting. If a quorum is not present or the vote required to approve a proposal is not obtained, the persons named as proxies will vote thethose proxies for the Fund (excluding brokernon-votes and abstentions) in favor of such adjournment or postponement if they determine additional solicitation is warranted and in the interest of the Fund.

“Brokernon-votes” are shares held by a broker or nominee for which an executed proxy is received by a Fund, but are not voted because instructions have not been received from beneficial owners or persons entitled to vote, and the broker or nominee does not have discretionary voting power. For purposes of voting on a proposal, abstentions and “brokernon-votes” will be counted as present for purposes of determining whether a quorum is present, but do not represent votes cast in favor of an adjournment, postponement, or a proposal. Therefore, if your shares are held through a broker or other nominee, it is important for you to instruct the broker or nominee how to vote your shares.

Certain funds in the Janus fund complex are considered “fund of funds” and invest their assets in the Janus funds. Such funds of funds will vote any shares of the Funds for and against any matter in the same proportion as the votes of other shareholders of the underlying funds.

Proposal 1: Approval of New Investment Advisory Agreement. Shareholders of each Fund will vote separately on Proposal 1. To become effective with respect to a Fund, the New Advisory Agreements require the affirmative vote of a 1940 Act Majority of the applicable Fund, with all classes of shares voting together as a single class. A 1940 Act Majority means the lesser of the vote of (i) 67% or more of the shares of the Fund entitled to vote thereon present at the meeting if the holders of more than 50% of such outstanding shares are present in person or represented by proxy; or (ii) more than 50% of such outstanding shares of the Fund entitled to vote thereon. The shares of each Fund will be counted using dollar-based voting. This means that each share of a Fund will represent a number of votes equal to that share’s net asset value on the record date. For purposes of determining the approval of the New Advisory Agreements, abstentions and brokernon-votes will have the same effect as shares voted against the proposal.

An unfavorable vote on the proposal to approve the New Advisory Agreement by the shareholders of one Fund will not affect the implementation of the proposal by another Fund if the proposal is approved by the shareholders of that Fund. However, the proposal will only take effect upon the closing of the Transaction, which is conditioned upon obtaining the approval of new investment advisory agreements by shareholders of Janus funds representing a specified percentage of assets under management.

Proposal 2: Approval of New InvestmentSub-Advisory Agreement with CurrentSub-Adviser. Shareholders of each INTECH Fund, each Perkins Fund and Janus Asia Equity Fund will vote separately on Proposal 2. To become effective with respect to a Fund, the NewSub-Advisory Agreement must be approved by a 1940 Act Majority of the applicable Fund, with all classes of shares voting together as a single class. The shares of each Fund will be counted using dollar-based voting. This means that each share of a Fund will represent athe number of votes equal to that share’s net asset value on the record date. For purposes of determining the approval of each NewSub-Advisory Agreement, abstentions and brokernon-votes will have the same effect as shares voted against the proposal.

An unfavorable vote on the proposal to approve the NewSub-Advisory Agreement by the shareholders of one Fund will not affect the implementation of the proposal by another Fund if the proposal is approved by the shareholders of that Fund. However, the proposal will only take effect upon the closing of the Transaction, which is conditioned upon obtaining the approval of new investment advisory agreements by shareholders of Janus funds representing a specified percentage of assets under management.

Proposal 3: Approval of HIMLSub-Advisory Agreement. Shareholders of each HIML Fund will vote separately on Proposal 3. To become effective with respect to a Fund, the HIMLSub-Advisory Agreement must be approved by a 1940 Act Majority of the Fund, with all classes of shares voting together as a single class. The shares of each Fund will be counted using dollar-based voting. This means that each share of a Fund will represent a number of votes equal to that share’s net asset value on the record date. For purposes of determining the approval of the HIMLSub-Advisory Agreement, abstentions and brokernon-votes will have the same effect as shares voted against the proposal.

An unfavorable vote on the proposal to approve the HIMLSub-Advisory Agreement by the shareholders of one Fund will not affect the implementation of the proposal by the other Fund if the proposal is approved by the shareholders of that Fund. However, the proposal will only take effect upon the closing of the Transaction, which is conditioned upon obtaining the approval of new investment advisory agreements by shareholders of Janus funds representing a specified percentage of assets under management.

Proposal 4:Trustee Election. Election of an additional Trustee will be determined by the affirmative vote of a plurality (the greatest number of affirmative votes) of the shares with respect to each fund in the Trust. All series of the Trust, including certain funds not included in this Proxy Statement, are being solicited with respect to the election of the Trustee Nominee pursuant to separate proxy statements. The presence in person or by proxy of the holders of record of 30% of the aggregate total shares entitled to vote of all funds in the Trust constitutes a quorum at the Meeting with respect to this Proposal 4, with all classes of shares of thea fund voting together as a single class.

Proposal 5: Approval of Manager of Managers Proposal. Shareholders of each Fund (except for INTECH Emerging Markets Managed Volatility Fund and Janus Adaptive Global Allocation Fund) will vote separately on Proposal 5. To become effective with respect to a Fund, the Manager of Managers Proposal must be approved by a 1940 Act Majority of the Fund, with all classes of shares voting together as a single class. The shares of each Fund will be counted using dollar-based voting. This means that each share of a Fund will represent the number of votes equal to that share’s net asset value on the record date. For purposes of determining the approval of the Manager of Managers Proposal, abstentions and brokernon-votes will have the same effect as shares voted against the proposal.

An unfavorable vote on the Manager of Managers Proposal by the shareholders of one Fund will not affect the implementation of the Manager of Managers Proposal by another Fund if the Manager of ManagerManagers Proposal is approved by the shareholders of that Fund.

Fund Share Ownership

The number of outstanding shares and net assets of each class of each Fund, as applicable, as of the close of business on the Record Date, is included inAppendix A to this Proxy Statement.

Beneficial owners of 5% or more of the outstanding shares of each class of each Fund are provided inAppendix M to this Proxy Statement. To the best knowledge of the Trust, no person or entity beneficially owned more than 5% of the outstanding shares of any class of a Fund except as stated inAppendix M. To the best knowledge of the Trust, entities shown as owning 25% or more of a Fund, unless otherwise indicated, are not the beneficial owners of such shares.

Solicitation of Proxies

Janus Capital will pay the fees and expenses related to each proposal, including the cost of the preparation of these proxy materials and their distribution, and all other costs incurred with the solicitation of proxies, the Meeting, including any additional solicitation made by letter, telephone, or otherwise.

In addition to solicitation of proxies by mail, certain officers and representatives of the Trust, certain officers and employees of the Adviser or its affiliates, and certain financial services firms and their representatives, without extra compensation, or a solicitor, may conduct additional solicitations personally, by telephone, U.S. mail, verbal, internet, email, or by any other means available.

Janus Capital has engaged Computershare, a professional proxy solicitation firm, to assist in the solicitation of proxies for the Funds, at an estimated cost of $15,543,000 plus anyout-of-pocket expenses. Such expenses will be 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 a Fund and to obtain authorization for the execution of proxies. To the extent Janus Capital or a Fund would have directly borne the expenses for those services, Janus Capital will reimburse thosethese intermediaries for their expenses. The Board has determined that the use of this Proxy Statement is in the best interest of each Fund in light of the similar proposals being considered and voted on by the shareholders of each Fund. Certain other Janus funds, not listed in this Proxy Statement, will also hold meetings of shareholders with similar proposals. If you were also a shareholder of record of one or more of those other funds on the record date established for the meetings of shareholders of such other funds, you will receive a separate proxy statement and proxy card(s) relating to those funds.

As the Meeting date 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 each Fund. Proxies that are obtained telephonically will be recorded in accordance with the procedures described below. Janus 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 identifying information from each shareholder. Then the representative will askshareholder’s full name, address, title (if the shareholder is authorized to vote their shares by telephone,act on behalf of an entity, such as a corporation), and to confirm that the shareholder has received the Proxy Statement and proxy card(s) in the mail. If the information solicited agrees with the information provided to Computershare, then Computershare’s representative has the responsibility to explain the process, and ask for the shareholder’s instructions on the proposal(s).proposals. Although the Computershare representative is permitted to answer questions about the process, he or she is not permitted to recommend to the shareholder how to vote. The Computershare representative may read the recommendationsrecommendation set forth in this Proxy Statement. The Computershare representative will record the shareholder’s instructions. Within 72 hours, the shareholder will be sent a confirmation of his or her vote asking the shareholder to call 866-492-08631-866-492-0863 immediately if his or her instructions are not accurately reflected in the confirmation.

Telephone Touch-Tone Voting. Shareholders may provide their voting instructions through telephone touch-tone voting by following the instructions on the enclosed proxy card(s). Shareholders will have an opportunity to review their voting instructions and make any necessary changes before submitting their voting instructions and terminating their telephone call.

Internet Voting. Shareholders may provide their voting instructions through Internet voting by following the instructions on the enclosed proxy card(s). Shareholders who vote via the Internet, in addition to confirming their voting instructions prior to submission and terminating their Internet voting session, will, upon request, receive ane-mail confirming their voting instructions.

If a shareholder wishes to participate in the Meeting but does not wish to give a proxy by telephone or via the Internet, the shareholder may still submit the proxy card(s) originally sent with the Proxy Statement in the postage-paid envelope provided or otherwise mailed or provided to the shareholder, or attend the Meeting in person. Shareholders requiring additional information regarding the proxy or replacement proxy card(s) may contact Computershare at 866-492-0863.1-866-492-0863. Any proxy given by a shareholder is revocable until voted at the Meeting.

Revoking a Proxy. Any shareholder submitting a proxy has the power to revoke it at any time before it is exercised at the Meeting by submitting to the Secretary of the Trust at 151 Detroit Street, Denver, Colorado 80206, a written notice of revocation or a subsequently executed proxy or voting instruction, or by attending the Meeting and voting in person. All properly executed and unrevoked proxies received in time for the Meeting will be voted as specified in the proxy or, if no specification is made, will be voted “FOR”FOR the proposal(s), as described in this Proxy Statement.

Shares Held by Accounts of Insurance Companies. Shares of the Funds may be held by certain separate accounts of insurance companies to fund benefits payable under certain variable annuity contracts and variable life insurance policies. Your insurance company may request that you provide it with voting instructions for your beneficially held shares of any such separate account. If you do not provide voting instructions to your insurance company, it may vote all of the your beneficially held

shares held in that separate account in the same proportions as the voting actually received from its other variable contract holders for that separate account.

Attending 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 a 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 Computershare at 866-492-08631-866-492-0863 to obtain directions to the site of the Meeting.

Shareholder Proposals for Subsequent Meetings

The Funds areTrust is not required, and do 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.

Under the proxy rules of the SEC, shareholder proposals that meet certain conditions may be included in a 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 either (i) with a value of at least $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 a Fund begins to print and mail the proxy materials for that meeting. Notice of shareholder proposals to be presented at the Meeting must have been received within a reasonable time before the Funds began to mail this Proxy Statement. The timely submission of a proposal does not guarantee its inclusion in the proxy materials.

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, including financial statements of each Fund, has previously been sent to shareholders.The Funds provide annual and semiannual reports to their shareholders that highlight relevant information, including investment results and a review of portfolio changes. Additional copies of the Funds’ most recent annual report and any more recent semiannual report are available, without charge, by calling a Janus representative at1-877-335-2687 (or1-800-525-3713 if you hold shares directly with Janus Services), via the Internet at janus.com/info (or janus.com/reports if you hold shares directly with Janus Services), 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 Funds may mail only one copy of each report or this Proxy Statement to shareholders having the same last name and address on the Funds’ records. The consolidation of these mailings benefits the Funds through reduced mailing expenses. IfWith respect to Class D Shares, if a shareholder wants to receive multiple copies of these materials or to receive only one copy in the future, the shareholder should contact the Funds’ transfer

agent, Janus Services, at1-800-525-3713 or notify the Funds’ transfer agent in writing at P.O. Box 55932, Boston, Massachusetts 02205-5932.

Other Matters to Come Before the Meeting

The Board of Trustees is not aware of any matters that will be presented for action at the Meeting other than the matters described in this Proxy Statement. Should any other matter requiring a vote of shareholders arise, the proxy in the accompanying form will confer upon the person or persons entitled to vote the shares represented by such proxy the discretionary authority to vote the shares as to any other matters, in accordance with their best judgment in the interest of the Trust and/or Funds.

Please vote by Internet or telephone promptly, or complete, date, sign and return the enclosed proxy card(s). No postage is required if you mail your proxy card(s) in the United States.

By Order of the Board of Trustees,

/s/ Bruce L. Koepfgen

Bruce L. Koepfgen

President and Chief Executive Officer of

Janus Investment Fund

APPENDIX LIST

Appendix A: Shares Outstanding and Net Assets

Appendix B: Dates Relating to Current Advisory Agreements

Appendix C: Advisory Fee Rates and Sub-Advisory Fee Rates

Appendix D: Dates Relating to CurrentSub-Advisory Agreements

Appendix E: Comparable Funds

Appendix F: Information Regarding Officers and Directors of Adviser andSub-Advisers

Appendix G: Fees Paid

Appendix H: Share Ownership

Appendix I: Compensation of Trustees

Appendix J: Principal Officers of the Trust and Their Principal Occupations

Appendix K: Audit and Related Fees

Appendix L: Nominating and Governance Committee Charter

Appendix M: Principal Holders

Appendix N: Forms of New Advisory Agreement

Appendix O: Form of New INTECHSub-Advisory Agreement

Appendix P: Form of New PerkinsSub-Advisory Agreement

Appendix Q: Form of New Janus SingaporeSub-Advisory Agreement

Appendix R: Form of HIMLSub-Advisory Agreement

Appendix A

Shares Outstanding and Net Assets

The following charts show the shares outstanding and net assets of each class of each Fund as of December 29, 2016.