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):

For shareholders of Janus Henderson Select Value Fund (the “Fund”)

[, 20172019]

Dear Shareholder:

Recently, Janus Capital Group Inc. (“Janus”), the parent companyAs a shareholder of Janus Capital Management LLC (“Janus Capital”Henderson Select Value Fund (the “Fund”), 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 an all-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 by 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 any sub-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 investment sub-advisory agreement between Janus Capital and your fund’s current sub-adviser to permit such sub-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 new sub-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 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 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.July 11, 2019. The proposals areproposal is briefly summarized below and in the synopsisSynopsis section that precedes the enclosed joint proxy statement (the “Proxy Statement”). The Proxy Statement includes a detailed discussion of the proposals,proposal, which you should read carefully.

At the meeting, Fund shareholders are being asked to approve an amended and restated investment advisory agreement (the “Amended Advisory Agreement”) that reflects a new benchmark index for purposes of calculating the performance-based investment advisory fee the Fund pays to Janus Capital Management LLC (“Janus Capital”), the Fund’s investment adviser. This change is being recommended in connection with changes to the investment strategies of the Fund, as described below and in greater detail in the Proxy Statement.

Janus Capital, in consultation with Perkins Investment Management LLC (“Perkins”), the Fund’ssub-adviser, has proposed, and the Board of Trustees of the Fund has approved, a change to the Fund’s principal investment strategies. Currently, the Fund invests primarily in common stocks of companies of any size whose stock prices are believed to be undervalued by the portfolio manager. Following the strategy change, the Fund will invest, under normal circumstances, at least 80% of its net assets in common stocks of companies that are small- andmid-capitalization stocks and whose stock prices are believed to be undervalued by the portfolio manager. The change in strategy is designed to create potential asset growth through increased sales for the Fund, potentially resulting in increased operational efficiencies, given current marketplace demands for the new strategy. The proposed benchmark index for purposes of calculating the performance-based investment advisory fee, the Russell 2500^TM Value Index, is more closely aligned with a small- andmid-cap stock focus, and is proposed to replace the Russell 3000^® Value Index, the current benchmark.Whilethe investment strategy changes do not require shareholder approval, such changes will only take effect if shareholders approve the Amended Advisory Agreement.

The Board of Trustees recommendsof the Fund believes that the proposal is in the best interest of the Fund and has recommended that shareholders vote “FOR” the proposal(s) applicable to their fund.proposal.

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, please call the proxy solicitor, Computershare Fund Services,[], at 866-492-0863.[1-].

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

Sincerely,

JANUS INVESTMENT FUND

151 Detroit Street

Denver, Colorado 80206

NOTICE OF A JOINT SPECIAL MEETING OF SHAREHOLDERS

Notice is hereby given that the Board of Trustees of Janus Investment Fund (the “Trust”) has called a joint Special Meeting of Shareholders of Janus InvestmentHenderson Select Value Fund (the “Trust”“Fund”) 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, 2017July 11, 2019, 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 onto approve an amended and restated investment advisory agreement for the proposals set forth below, toFund that changes the extent applicable to their Fund,Fund’s benchmark index for purposes of calculating the performance-based investment advisory fee, and to transact such other business, if any, as may properly come before the Meeting.

Proposal 1.    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”),May 20, 2019, will receive notice of the Meeting and will be entitled to vote at the Meeting with respect to the proposal(s) applicable to their Fund.Meeting. 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 onin the enclosed proxy card(s),card, or complete, sign, and date the enclosed proxy card(s)card and return it in the enclosed addressed envelope, which needs no postage if mailed in the United States. If you wish to attend the Meeting and vote your shares in person at that time, you will still be able to do so.

By order of the Board of Trustees,

/s/ Bruce L. Koepfgen

Bruce L. Koepfgen

President and Chief Executive Officer of

Janus Investment Fund

[, 20172019]

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE JOINT

SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 6, 2017:JULY 11, 2019:

The enclosed Proxy Statementproxy statement is available free of charge at janus.com/[fundupdate].janushenderson.com/fund-update.

EachThe Fund’s most recent annual report and any more recent semiannual report

are available free of charge at janus.com/janushenderson.com/info

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

INSTRUCTIONS FOR SIGNING PROXY CARDS

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

TABLE OF CONTENTS

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Q&A / SYNOPSIS

The following synopsis is a briefintended to provide an overview of the mattersinformation provided in the proxy statement (the “Proxy Statement”) and to summarize the proposal to be voted onconsidered 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”). The Proxy Statement contains more detailed information about each proposal,

What am I being asked to vote on?

You are being asked to approve an Amended and we encourage you to read it in its entirety before voting.

The Closing may be deemed to cause an “assignment”Restated Investment Advisory Agreement (the “Amended Advisory Agreement”) that reflects a new benchmark index for purposes of each Fund’s currentcalculating the performance-based investment advisory agreement withfee the Fund pays to Janus Capital which would cause such agreement to terminate. Similarly, for those Funds with a sub-advisory agreement with INTECH Investment Management LLC (“INTECH”Janus Capital”), the Fund’s investment adviser. The Board of Trustees is not aware of any matters that will be presented for consideration at the Meeting other than this proposal (the “Proposal”).

Why am I being asked to approve the Amended Advisory Agreement to change the Fund’s benchmark index?

You are being asked to consider a change to the Fund’s benchmark index in connection with proposed changes to the Fund’s investment strategies. Janus Capital, in consultation with Perkins Investment Management LLC (“Perkins”) or Janus Capital Singapore Pte. Limited (“Janus Singapore”), the Closing may be deemed to cause an “assignment” of each such Fund’s existing sub-advisory agreement, which would cause such agreement to terminate. Janus Capital recommended,sub-adviser, has proposed, and the Board of Trustees of the Fund has approved, investment strategy changes related to the market capitalization focus of the Fund (the “Board,”“Strategy Change”). Currently, the “BoardFund invests in companies of Trustees,any size (i.e., any market capitalization) whose stock prices are believed to be undervalued by the portfolio manager. If the Strategy Change takes effect, the Fund will invest primarily in common stocks of companies that are small- andmid-capitalization stocks and whose stock prices are believed to be undervalued by the portfolio manager. Janus Capital believes that current marketplace demands for a small- andmid-cap strategy, combined with Perkins’ experience in managing small- andmid-cap stocks, provide greater opportunity for the Fund to grow over the long-term. The Strategy Change is designed to create asset growth through the potential for increased sales for the Fund, potentially resulting in increased operational efficiencies.

Because the Fund currently invests primarily in the common stocks of companies of any market capitalization, the Fund’s current benchmark index, the Russell 3000^® Value Index (the “Current Index”), is used for purposes of calculating the Fund’s performance-based advisory fee, as both the Russell 3000^® Value Index and the Fund include exposure to companies of all market capitalizations. However, the proposed benchmark index, the Russell 2500^TM Value Index (the “Proposed Index”), is a benchmark comprised of small- andmid-cap stocks, and is more closely aligned with the Fund’s revised investment strategies, so it is better suited for purposes of calculating the Fund’s performance-based advisory fee.

Because the Fund’s benchmark index is used in the calculation to determine the Fund’s performance-based investment advisory fee, the proposed change in the Fund’s benchmark index is considered a change to the Fund’s investment advisory fee, and

requires shareholder approval. Further, because the proposed benchmark index is aligned with the Strategy Change, the Strategy Change will only take effect if the Proposal is approved.

Will the Strategy Change result in a change in the Fund’s investment objective or portfolio manager?

The Fund’s investment objective will not change as a result of the Strategy Change, and the Strategy Change will not change the value-oriented investment approach used to manage the Fund. However, if Fund shareholders approve the Proposal, the Fund’s current portfolio manager, Alec Perkins, will be replaced with Kevin Preloger and Justin Tugman. Mr. Preloger and Mr. Tugman have been managingmid-cap value andsmall-cap value strategies for Perkins since [    ] and [    ], respectively. Additionally, if these changes are implemented, the Fund’s name will be changed to “Janus HendersonSmall-Mid Cap Value Fund.”

What impact will the Strategy Change have on the Fund’s portfolio, and will additional costs be incurred?

As a result of the Strategy Change, the Fund’s portfolio will be transitioned to a portfolio focused on small- andmid-capitalization stocks, and certain holdings will be sold and others bought. This will result in the Fund incurring transaction costs as well as potentially recognizing capital gains. While the exact impact of the Strategy Change cannot be predicted with certainty, based on the Fund’s portfolio and market conditions as of February 20, 2019, Janus Capital estimated that the Fund would incur costs of between 0.08% and 0.17% to reposition the portfolio. This estimate includes trading and related costs. Janus Capital also estimated that as of February 20, 2019, the Fund would realize short-term and long-term capital gains of approximately $0.12 per share and $0.56 per share, respectively. These costs and capital gains may change based on market conditions and the Fund’s portfolio when the Strategy Change is effective, and may be higher or lower. The Fund’s operating costs (excluding advisory fees), are not expected to materially change as a result of the Strategy Change.

What effect will the benchmark index change have on the investment advisory fee rate the Fund pays to Janus Capital?

The Fund pays Janus Capital a performance-based investment advisory fee for the investment advisory services it provides to the Fund, which includes a base investment advisory fee rate that adjusts up or down based on the Fund’s performance compared to its benchmark index. The base fee component of the investment advisory fee, which is an annualized rate of 0.70% of the average daily net asset value of the Fund, will not change. Whether the change in the benchmark index to the Russell 2500^TM Value Index results in an increase or decrease in the investment advisory fee that otherwise would have been paid by the Fund depends on whether the Fund’s future performance compares more favorably with the Russell 2500^TM Value Index or the “Trustees”)Russell 3000^® Value Index. As a result, it is not possible to predict the effect of the change to the performance adjustment on future advisory fees paid by the Fund to

Janus InvestmentCapital, since any adjustment will depend on the future cumulative performance of the Fund (the “Trust”) hasrelative to the approved and recommends that shareholdersFund benchmark index, as well as future changes to the size of eachthe Fund approve, a newover time. However, this Proxy Statement contains information to help you evaluate the potential impact of this change.

By way of example, for the fiscal year ended June 30, 2018, the Fund’s performance adjusted investment advisory agreement between their Fundfee rate using the Current Index was 0.80%. If the Fund’s performance adjusted investment advisory fee rate had been calculated using the Proposed Index for the fiscal year ended June 30, 2018, it would have remained unchanged at 0.80%. Note that the calculation of the Fund’s performance adjusted investment advisory fee rate using the Proposed Index for the fiscal year ended June 30, 2018, is based on the Fund’s current investment strategy and does not reflect the potential impact of the Strategy Change.

Janus Capital, and a new not the Fund, pays Perkins for thesub-advisory agreement between services it provides to the Fund. Janus Capital and INTECH,pays Perkins or Janus Singapore, as applicable, in order fora sub-advisory fee equal to 50% of the advisory fee payable by the Fund to Janus Capital, which includes any performance fee adjustment and each current sub-adviserreimbursement of expenses incurred or fees waived by Janus Capital. Accordingly, thesub-advisory fee paid to continuePerkins is directly impacted by the amount of the advisory fee paid to provide advisory servicesJanus Capital taking into account the performance fee adjustment.

Additional Information

What is the recommendation of the Board of Trustees?

Janus Capital proposed, and the Board of Trustees approved, the Amended Advisory Agreement to each Fund followingadopt the Transaction. Each of these proposed agreements will have substantially similar termsRussell 2500^TM Value Index as the corresponding current agreement.

Contingent uponbenchmark index for purposes of calculating the closing of the Transaction, shareholders of Janus Asia Equity Fund are being asked to approve a sub-advisory agreement between Janus Capital and Henderson Investment Management Limited (“HIML”), a subsidiary of Henderson. If approved, HIML would replace Janus Singapore as sub-adviser to Janus Asia Equity Fund following the Closing of the Transaction. If the Closing does not occur, Janus Singapore would continue to serve as sub-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 a sub-advisory agreement between Janus Capital and HIML. If approved, HIML would become the sub-adviser to Janus Global Real Estate Fund and would be responsible for the day-to-day management of a portion of the investment operations of Janus Global Real Estate Fund subjectperformance adjustment to the oversight of Janus Capital following the Closing of the Transaction. Janus Capital would continue to be responsible for the day-to-day management of the remaining portion of the investment operations of Janus Global Teal Estate Fund. If the Closing does not occur, Janus Capital would continue to manage the entirety of Janus Global Real Estate Fund.

advisory fee. The Board of Trustees is requestingrecommends that shareholders elect an additional Trustee, Diane L. Wallace (the “Trustee Nominee”).you vote “FOR” the Proposal.

Shareholders are also being asked to consider a proposal to implement a “manager-of-managers” structure in order to provide Janus Capital with greater flexibility with respect to the appointment of sub-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, whichWhat 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 parthappen if shareholders of the Fund’s name. Janus expects thatFund do not approve the combinationProposal?

If shareholders of these two complementary businessesthe Fund do not approve the Proposal, the Amended Advisory Agreement will create a leading global active asset manager with significant scale, diverse productsnot take effect and the Fund will continue to be managed pursuant to its existing investment strategies and depth and breadth in global distribution.

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

ii

The Adviser has determined that it would be in the best interest of Janus Global Real Estatethe Fund, including potentially soliciting additional proxies.

Who is eligible to draw upon the resources of Janus Henderson following the closingvote?

Shareholders who owned shares of the Transaction. The Adviser recommended, andFund at the Boardclose of Trustees approved, a sub-advisory agreement with HIML with respect to Janus Global Real Estate Fund, to take effect upon the Closing of the Transaction. HIML wouldbusiness on May 20, 2019 (the “Record Date”) will be responsible for the day-to-day management of a portion of the investment operations of Janus Global Real Estate Fund subject to the general oversight of Janus Capital. Janus Capital would continueentitled to be responsiblepresent and vote at the Meeting. Those shareholders are entitled to one vote for each whole dollar (and a proportionate fractional vote for each fractional dollar) of net asset value owned on all matters presented at the day-to-day management of the remaining portion of the investment operations 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 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 investment sub-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 as sub-adviser. The sub-advisory agreement with HIML will not take effect if the Closing does not occur. In that case, Janus Capital would continue to manage the entirety of Janus Global Real Estate Fund as adviser.

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, 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.Meeting.

How do I vote my shares?

iii

Proposal 5: ApprovalYou can vote in any one 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 proposalsProposal are not received by the date of the Meeting, wethe persons designated as proxies may adjourn the Meeting to a later date so that we canto continue to seek additional votes.

If I send my vote in now as requested, can I change it later?

iv

Shareholders of each 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 byare present at 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 closingMeeting for consideration of the Transaction, whichProposal.

What is conditioned upon obtaining the approvalrequired vote to approve the Proposal?

Approval of new investment advisory agreements by shareholders of Janus funds representing a specified percentage of assets under management.

Forthe Proposal 4, the Trustee election will be determined byrequires the affirmative vote of a plurality (the greatest number“majority of affirmative votes)the outstanding voting securities” of the Fund within the meaning of the Investment Company Act of 1940, as amended (such a majority is referred to herein as a “1940 Act Majority”). A 1940 Act Majority means the lesser of the vote of (i) 67% or more of the shares of all fundsthe Fund entitled to vote present at the Meeting, if the holders of more than 50% of the Trust, including all Funds listed in this Proxy Statement and certain fundsoutstanding shares are present or represented by proxy, or (ii) more than 50% of the Trust for which votes are being solicited pursuantoutstanding shares of the Fund entitled to separate proxy statements.vote.

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

Janus Capital will pay the fees and expenses related to soliciting the Proposal, including the cost of the preparation of these proxy materials and their distribution,

v

and all other costs incurred with the solicitation of proxies, including any additional solicitation made by letter, telephone, or otherwise, and the Meeting.

ProposalsWhom should I call for additional information about this Proxy Statement?

Please call [], the proxy solicitor engaged by Janus Capital, at[1-].

vi

, 20172019

JANUS INVESTMENT FUND

151 Detroit Street

Denver, Colorado 80206

JOINT SPECIAL MEETING OF SHAREHOLDERS

JOINT PROXY STATEMENT

This is a joint proxy statement (“Proxy Statement”) for the Janus funds listed above (each, aHenderson Select Value Fund (the “Fund” and collectively, the “Funds”), each a series of Janus Investment Fund (the “Trust”). Proxies for a jointthe Special Meeting of Shareholders of eachthe Fund are being solicited by the Board of Trustees of the Trust (the “Board,” the “Board of Trustees,” or the “Trustees”) to approve the following proposals (each, aproposal (the “Proposal”) that havehas already been approved by the Board:

Unless otherwise indicated, the Special Meeting of Shareholders of the Fund (together with any adjournments or postponements thereof) is referred to herein as the “Meeting.”

				Perkins Mid Cap Value Fund Perkins Select Value Fund Perkins Small Cap Value Fund Perkins Value Plus Income Fund
		c.     To approve a new sub-advisory agreement between the Adviser and Janus Capital Singapore Pte. Limited (“Janus Singapore” and together with INTECH and Perkins, each a “Sub-Adviser” and collectively, the “Sub-Advisers”).		Janus Asia Equity Fund
3.		To approve a sub-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 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 (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, 2017July 11, 2019 at 10:00 a.m.[●] Mountain Time, or at such later time as may be necessary due to adjournments or postponements thereof (the “Meeting”).thereof. Any shareholder of record who owned shares of the Trust or a Fund as of the close of business on December 29, 2016May 20, 2019 (the “Record Date”), will receive notice of the Meeting and will be entitled to vote at the Meeting.

At the Meeting, you will be asked to vote on 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-________________]. This Proxy Statement, Notice of a Joint Special Meeting, and the proxy card(s)card are first being mailed to shareholders and contract owners on or about , 2017.[__________, 2019].

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

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 an all-stock merger of equals strategic combination of their respective businesses, with Janus surviving the merger as a direct wholly-owned subsidiary of Henderson (the “Transaction”). Henderson is an independent global asset management business founded in 1934 with approximately $131.2 billion in assets under management, as of September 30, 2016.

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

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 a co-Chief Executive Officer of Janus Henderson and (ii) Andrew J. Formica, the current Chief Executive Officer of Henderson, will become a co-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 Janus and Henderson.

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

Shareholders of the Funds are being asked to consider Proposals 1-3 (approval of advisory and sub-advisory agreements) and 4 (appointment of trustees) 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) is not related to the Transaction and will take effect whether or not the Transaction closes.

PROPOSAL 1

APPROVAL OF NEWAPPROVE AN AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT

(All Funds) THAT CHANGES THE FUND’S BENCHMARK INDEX FOR PURPOSES OF CALCULATING THE PERFORMANCE-BASED INVESTMENT ADVISORY FEE

Background

Pursuant to a separatean investment advisory agreement between Janus Capital and the Trust, on behalf of eachthe Fund, (each a “Current Advisory Agreement” and collectively, the “Current Advisory Agreements”), Janus Capital serves as eachthe Fund’s investment adviser. adviser (the “Current Advisory Agreement”). Pursuant to asub-advisory agreement between Janus Capital and Perkins Investment Management LLC (“Perkins”), Perkins manages the investment operations of the Fund and the composition of its investment portfolio (the“Sub-Advisory Agreement”), subject to Janus Capital’s oversight.

The dateFund’s investment objective is to seek capital appreciation. The Fund seeks to meet this objective by investing primarily in the common stocks of eachcompanies of any size whose stock prices are believed to be undervalued by the Fund’s portfolio manager. The Fund’s benchmark index is currently the Russell 3000^® Value Index (the “Current Index”), a benchmark that has exposure to all market capitalizations.

Janus Capital, in consultation with Perkins, has proposed, and the Board has approved, a change to the Fund’s principal investment strategies. Currently, the Fund invests primarily in common stocks of companies of any size whose stock prices are believed to be undervalued by the portfolio manager. Under the new strategies, the Fund will invest, under normal circumstances, at least 80% of its net assets (plus any borrowings for investment purposes) in common stocks of small- andmid-sized companies whose market capitalization, at the time of initial purchase, is less than the12-month average of the maximum market capitalization for companies included in the Russell 2500^TM Value Index (the “Strategy Change”) and whose stock prices are believed to be undervalued. Janus Capital believes that current marketplace demands for a small- andmid-cap strategy, combined with Perkins’ experience in managingmid-cap andsmall-cap stocks using a value approach, provide greater opportunity for the Fund to grow over the long-term. The Strategy Change is designed to create asset growth through increased potential for sales for the Fund, potentially resulting in increased operational efficiencies.

Because the Fund intends to shift its focus from investing primarily in the common stocks of companies of any size to investing primarily in the common stocks of small- andmid-sized companies, Janus Capital recommended, and the Board approved, a change in the Fund’s benchmark index for purposes of computing the performance adjustment fee under the Current Advisory Agreement andfrom the dateRussell 3000^®Value Index to the Russell 2500^TM Value Index (the “Proposed Index”), a benchmark comprised of small- andmid-cap stocks that forms the “SMID” (small/mid) cap segment of the Russell 3000^® Value Index. The Proposed Index is more closely aligned with an investment strategy that focuses on which it was last approved by shareholderssmall- and approved for continuance bymid-cap stocks.

Performance Fee Structure

Pursuant to the Board are provided inAppendix B to this Proxy Statement.

Each Current Advisory Agreement, as required by Section 15the Fund pays Janus Capital a performance-adjusted investment advisory fee. The calculation of the performance adjustment applies as follows: Investment Advisory Fee = Base Fee Rate+/- Performance Adjustment. The performance adjustment is determined based on the Fund’s performance relative to the cumulative investment record of its benchmark index over a rolling36-month performance measurement period, with adjustments up or down to the advisory fee rate based on the amount of such underperformance or outperformance (the “Performance Adjustment”). The Fund’s benchmark index is a component of calculating the investment advisory fee rate paid to Janus Capital and therefore, the benchmark index is described in the Current Advisory Agreement.

The Investment Company Act of 1940, as amended (the “1940 Act”), provides for its automatic termination and staff of the Securities and Exchange Commission (the “SEC”) require Fund shareholders to approve material amendments to an investment advisory agreement in order to become effective. Given that the benchmark index is a component of the investment advisory fee calculation as described in the event of its “assignment” (as defined inFund’s investment advisory agreement, a change to the 1940 Act). The consummation ofFund’s benchmark index is considered a material change to the Transaction may be deemed an “assignment” of each Current Advisory Agreement, which would cause the automatic terminationand requires both Trustee and shareholder approval. The Board of each Current Advisory Agreement, as required by the 1940 Act. The 1940 Act requires that a new advisory agreement beTrustees has approved by the board of trusteesan amended 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 newrestated investment advisory agreement between the Trust, on behalfFund and Janus Capital (the “Amended Advisory Agreement”) to reflect the change in benchmark index and also has authorized the submission of the Amended Advisory Agreement to the Fund’s shareholders for approval. The investment advisory fee rate paid by the Fund andcurrently is adjusted up or down based upon the Adviser that are substantially similarFund’s performance relative to the Current Index. Under the Proposal, the fee would instead be adjusted up or down based upon the Fund’s performance relative to the Proposed Index. This means that if the Proposal is approved, the Fund’s investment strategy and benchmark index will change from a focus on companies of any size to a focus on companies with small and/ormid-sized capitalizations. Given that the proposed investment strategy changes are aligned with the Proposed Index, the investment strategy changes will only take effect if shareholders approve the Amended Advisory Agreement. Similarly, if these changes are implemented, the Fund’s name will be changed to “Janus HendersonSmall-Mid Cap Value Fund,” to align the Fund’s name with the proposed investment strategy.

Pursuant to theSub-Advisory Agreement, Janus Capital pays Perkins for thesub-advisory services it provides to the Fund. Janus Capital pays Perkins for its services a fee equal to 50% of the advisory fee payable by the Fund to Janus Capital, which includes any performance fee adjustment and reimbursement of expenses incurred or fees waived by Janus Capital. The Fund does not pay an advisory fee to Perkins. No changes are proposed to theSub-Advisory Agreement. However, because thesub-advisory fee paid to Perkins is directly impacted by the advisory fee payable to Janus Capital, any performance adjustment to the advisory fee will directly impact thesub-advisory fee paid to Perkins.

Fund’s Name, Principal Investment Strategies, Risks, Benchmark and Portfolio Managers

The following is intended to show the primary similarities and differences between the Fund’s current name, investment objective, portfolio managers, principal investment strategies, risks, and benchmark index, and those that would be implemented following approval of the Proposal.

		Current		Repositioned
Investment Risks		Value Investing Risk		Value Investing Risk
		Market Risk		Market Risk
		—		Small- andMid-Sized Companies Risk. The Fund’s investments in securities issued by small- andmid-sized companies, which can include smaller,start-up companies offering emerging products or services, may involve greater risks than are customarily associated with larger, more established companies. Securities issued by small- andmid-sized companies tend to be more volatile and somewhat more speculative than securities issued by larger or more established companies and may underperform as compared to the securities of larger or more established companies.
		Real Estate Securities Risk		Real Estate Securities Risk
		Foreign Exposure Risk		Foreign Exposure Risk
		Management Risk		Management Risk
Benchmark		Russell 3000® Value Index		Russell 2500TM Value Index

The changes to the Fund’s name, portfolio management team, and investment strategies do not require shareholder approval in order to become effective. The Board has unanimously approved the changes to the Fund’s name, principal investment strategies and related matters, subject to approval of the Proposal.

Amended Advisory Agreement

If approved, the Amended Advisory Agreement towill take effect immediatelyon or about [August 1, 2019], or as soon as practicable after the Transaction or shareholder approval whichever is later (each,obtained. The Amended Advisory Agreement will remain in effect through February 1, 2020, and thereafter only as long as its continuance is approved at least annually by (i) the vote of a “New Advisory Agreement” and collectively,majority of the “New Advisory Agreements”).

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 areIndependent Trustees, whomeaning those Trustees that are not “interested persons” (as defined in Section 2(a)(19) of the 1940 Act) of the Funds, the Adviser, any sub-adviserTrust, Janus Capital, or HendersonPerkins (the “Independent Trustees”), unanimously approvedand (ii) the New Advisory Agreement on behalfvote of each Fund and unanimously recommended approvaleither a majority of the New Advisory Agreement by shareholders. For additional information regarding the Board’s considerationTrustees or a 1940 Act Majority of the New Advisory Agreements, see “Board Considerations” after Proposal 3 in this Proxy Statement. The formoutstanding shares of the NewFund. If the Amended Advisory Agreement is attached heretonot approved, the Current Advisory Agreement will continue in effect through February 1, 2020, and thereafter only as long as its continuance is approved at least annually as described above.

Information Concerning the Adviser

Janus Capital, 151 Detroit Street, Denver, Colorado80206-4805, serves as investment adviser to the Fund. Janus Capital is an indirect, wholly-owned subsidiary of Janus Henderson Group plc (“JHG”), a publicly traded company with principal operations in financial asset management businesses that had $328.5 billion in assets under management as of December 31, 2018. JHG owns approximately 95% of Janus

Capital, with the remaining 5% held by Janus Management Holdings Corporation. Certain employees of Janus Capital and/or its affiliates serve as officers of the Trust. Certain officers of the Trust are shareholders of JHG.

Janus Capital (together with its predecessors and affiliates) has served as an investment adviser since 1970. As of March 31, 2019, the Janus Henderson funds that Janus Capital advises consisted of 59 portfolios offering a broad range of investment objectives. Janus Capital also serves as subadviser for a number of private-label mutual funds and provides separate account advisory services for institutional accounts. Janus Capital does not act as an investment adviser to any other registered investment company that has a similar investment strategy as the Fund.

Principal Executive Officers and Directors of the Adviser and Subadviser. The principal executive officers and directors of Janus Capital and Perkins and their principal occupations are included inAppendix NA to this Proxy Statement.

Principal Executive Officers of the Trust. The officers of the Trust and their principal occupations are set forth inAppendix B to this Proxy Statement.

Information Concerning theSub-Adviser

Janus Capital has entered into theSub-Advisory Agreement with Perkins, 311 S. Wacker Drive, Suite 6000, Chicago, Illinois 60606, on behalf of the Fund. Perkins and its predecessors have been in the investment advisory business since 1984. Perkins also serves as investment adviser or subadviser to separately managed accounts and other registered investment companies. Janus Capital owns 100% of Perkins.

Comparison of the Current Advisory AgreementsAgreement and NewAmended Advisory AgreementsAgreement

The terms of each Newthe Amended Advisory Agreement are substantially similar to those of the Current Advisory Agreement. There is no change inAgreement, except for the fee rate payable by each Fund to the Adviser.benchmark index change. Changes made to the NewAmended Advisory Agreement compared to the Current Advisory Agreement include the date of expiration, the proposed change to the benchmark index, and the description of the period used for Funds with a performance-based investment advisorycalculating the performance fee changesin order to ensureallow for continuity of the advisory fee based on the Fund’s historical performance as provided for underover a36-month measurement period. A copy of the Current Advisory Agreement. If approved by shareholders of a Fund, the Newproposed Amended Advisory Agreement for each Fund will have an initial term through 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.included asAppendix C.

InvestmentAdditional Information

What is the recommendation of the Board of Trustees?

Janus Capital proposed, and the Board of Trustees approved, the Amended Advisory Services.Agreement to adopt the Russell 2500^TM Value Index as the benchmark index for purposes of calculating the performance adjustment to the advisory fee. The Board of Trustees recommends that you vote “FOR” the Proposal.

What will happen if shareholders of the Fund do not approve the Proposal?

If shareholders of the Fund do not approve the Proposal, the Amended Advisory Agreement will not take effect and the Fund will continue to be managed pursuant to its existing investment strategies and existing investment advisory servicesagreement. The Board of Trustees will take such action as it deems to be providedin the best interest of the Fund, including potentially soliciting additional proxies.

Who is eligible to vote?

Shareholders who owned shares of the Fund at the close of business on May 20, 2019 (the “Record Date”) will be entitled to be present and vote at the Meeting. Those shareholders are entitled to one vote for each whole dollar (and a proportionate fractional vote for each fractional dollar) of net asset value owned on all matters presented at the Meeting.

How do I vote my shares?

You can vote in any one of four ways:

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 [__________], the proxy solicitor engaged by Janus Capital, who will remind you to vote your shares and help you return your proxy. If a quorum is not present or sufficient votes to approve the Proposal are not received by the Adviserdate of the Meeting, the persons designated as proxies may adjourn the Meeting to eacha later date to continue to seek additional votes.

If I send my vote in now as requested, can I change it later?

Yes. You may revoke your proxy vote at any time before it is voted at the Meeting by: (i) delivering a written revocation to the Secretary of the Fund at 151 Detroit Street, Denver, Colorado 80206; (ii) submitting a subsequently executed proxy vote; or (iii) attending the Meeting and voting in person. Even if you plan to attend the Meeting, we ask that you return your proxy card or vote by Internet or telephone. This will help us ensure that an adequate number of shares are present at the Meeting for consideration of the Proposal.

What is the required vote to approve the Proposal?

Approval of the Proposal requires the affirmative vote of a “majority of the outstanding voting securities” of the Fund within the meaning of the Investment Company Act of 1940, as amended (such a majority is referred to herein as a “1940 Act Majority”). A 1940 Act Majority means the lesser of the vote of (i) 67% or more of the shares of the Fund entitled to vote present at the Meeting, if the holders of more than 50% of the outstanding shares are present or represented by proxy, or (ii) more than 50% of the outstanding shares of the Fund entitled to vote.

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

Who is paying the costs of this solicitation?

Janus Capital will pay the fees and expenses related to soliciting the Proposal, including the cost of the preparation of these proxy materials and their distribution,

and all other costs incurred with the solicitation of proxies, including any additional solicitation made by letter, telephone, or otherwise, and the Meeting.

Whom should I call for additional information about this Proxy Statement?

Please call [], the proxy solicitor engaged by Janus Capital, at[1-].

, 2019

JANUS INVESTMENT FUND

Janus Henderson Select Value Fund

151 Detroit Street

Denver, Colorado 80206

SPECIAL MEETING OF SHAREHOLDERS

PROXY STATEMENT

This is a proxy statement (“Proxy Statement”) for Janus Henderson Select Value Fund (the “Fund”), a series of Janus Investment Fund (the “Trust”). Proxies for the Special Meeting of Shareholders of the Fund are being solicited by the sameBoard of Trustees of the Trust (the “Board,” the “Board of Trustees,” or the “Trustees”) to approve the following proposal (the “Proposal”) that has already been approved by the Board:

Unless otherwise indicated, the Special Meeting of Shareholders of the Fund (together with any adjournments or postponements thereof) is referred to herein as the “Meeting.”

The Special Meeting of Shareholders will be held at the [●], on July 11, 2019 at [●] Mountain Time, or at such later time as may be necessary due to adjournments or postponements thereof. Any shareholder of record who owned shares of the Fund as of the close of business on May 20, 2019 (the “Record Date”), will receive notice of the Meeting and will be entitled to vote at the Meeting. You should read the entire Proxy Statement before voting. If you have any questions, please call our proxy solicitor, [_______________], at[1-________________]. This Proxy Statement, Notice of Special Meeting, and the proxy card are first being mailed to shareholders on or about [__________, 2019].

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

PROPOSAL

APPROVE AN AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT THAT CHANGES THE FUND’S BENCHMARK INDEX FOR PURPOSES OF CALCULATING THE PERFORMANCE-BASED INVESTMENT ADVISORY FEE

Background

Pursuant to an investment advisory agreement between Janus Capital and the Trust, on behalf of the Fund, Janus Capital serves as the Fund’s investment adviser (the “Current Advisory Agreement”). Pursuant to asub-advisory agreement between Janus Capital and Perkins Investment Management LLC (“Perkins”), Perkins manages the investment operations of the Fund and the composition of its investment portfolio (the“Sub-Advisory Agreement”), subject to Janus Capital’s oversight.

The Fund’s investment objective is to seek capital appreciation. The Fund seeks to meet this objective by investing primarily in the common stocks of companies of any size whose stock prices are believed to be undervalued by the Fund’s portfolio manager. The Fund’s benchmark index is currently the Russell 3000^® Value Index (the “Current Index”), a benchmark that has exposure to all market capitalizations.

Janus Capital, in consultation with Perkins, has proposed, and the Board has approved, a change to the Fund’s principal investment strategies. Currently, the Fund invests primarily in common stocks of companies of any size whose stock prices are believed to be undervalued by the portfolio manager. Under the new strategies, the Fund will invest, under normal circumstances, at least 80% of its net assets (plus any borrowings for investment purposes) in common stocks of small- andmid-sized companies whose market capitalization, at the time of initial purchase, is less than the12-month average of the maximum market capitalization for companies included in the Russell 2500^TM Value Index (the “Strategy Change”) and whose stock prices are believed to be undervalued. Janus Capital believes that current marketplace demands for a small- andmid-cap strategy, combined with Perkins’ experience in managingmid-cap andsmall-cap stocks using a value approach, provide greater opportunity for the Fund to grow over the long-term. The Strategy Change is designed to create asset growth through increased potential for sales for the Fund, potentially resulting in increased operational efficiencies.

Because the Fund intends to shift its focus from investing primarily in the common stocks of companies of any size to investing primarily in the common stocks of small- andmid-sized companies, Janus Capital recommended, and the Board approved, a change in the Fund’s benchmark index for purposes of computing the performance adjustment fee under the Current Advisory AgreementsAgreement from the Russell 3000^®Value Index to the Russell 2500^TM Value Index (the “Proposed Index”), a benchmark comprised of small- andmid-cap stocks that forms the New Advisory Agreements. Both“SMID” (small/mid) cap segment of the Russell 3000^® Value Index. The Proposed Index is more closely aligned with an investment strategy that focuses on small- andmid-cap stocks.

Performance Fee Structure

Pursuant to the Current Advisory 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 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 anJanus Capital a performance-adjusted investment advisory fee whichfee. The calculation of the performance adjustment applies as follows: Investment Advisory Fee = Base Fee Rate+/- Performance Adjustment. The performance adjustment 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 downdetermined based on suchthe Fund’s performance relative to the cumulative investment record of its benchmark index over a rolling36-monthperformance measurement period. For each such Fund,period, with adjustments up or down to the termsadvisory fee rate based on the amount of such performance adjustment underunderperformance or outperformance (the “Performance Adjustment”). The Fund’s benchmark index is a component of calculating the New Advisory Agreement are identicalinvestment advisory fee rate paid to Janus Capital and therefore, the terms of such performance adjustment underbenchmark index is described in the Current Advisory Agreement.Appendix C

The Investment Company Act of 1940, as amended (the “1940 Act”) and staff of the Securities and Exchange Commission (the “SEC”) require Fund shareholders to this Proxy Statement sets forth eachapprove material amendments to an investment advisory agreement in order to become effective. Given that the benchmark index is a component of the investment advisory fee calculation as described in the Fund’s investment advisory fee rate.Appendix G to this Proxy Statement sets forth the amount of fees paidagreement, a change to the Adviser during each Fund’s most recently ended fiscal year.

Payment of Expenses.    Under eachbenchmark index is considered a material change to the Current Advisory Agreement, and requires both Trustee and shareholder approval. The Board of Trustees has approved an amended and restated investment advisory agreement between the NewFund and Janus Capital (the “Amended Advisory Agreement”) to reflect the change in benchmark index and also has authorized the submission of the Amended Advisory Agreement to the Funds assume and pay all expenses incidental to their organization, operations and business not specifically assumed or agreed to beFund’s shareholders for approval. The investment advisory fee rate paid by the Adviser. These Fund expenses include custodiancurrently is adjusted up or down based upon the Fund’s performance relative to the Current Index. Under the Proposal, the fee would instead be adjusted up or down based upon the Fund’s performance relative to the Proposed Index. This means that if the Proposal is approved, the Fund’s investment strategy and transfer agency fees and expenses, brokerage commissions and dealer spreads, and other expenses in connectionbenchmark index will change from a focus on companies of any size to a focus on companies with small and/ormid-sized capitalizations. Given that the proposed investment strategy changes are aligned with the execution of portfolio transactions, legal and accounting expenses, interest, taxes,Proposed Index, the investment strategy changes will only take effect if shareholders approve the Amended Advisory Agreement. Similarly, if these changes are implemented, the Fund’s name will be changed to “Janus HendersonSmall-Mid Cap Value Fund,” to align the Fund’s name with the proposed investment strategy.

Pursuant to theSub-Advisory Agreement, Janus Capital pays Perkins for thesub-advisory services it provides to the Fund. Janus Capital pays Perkins for its services a portion of trade association or other investment company organization dues and expenses, registration fees, expenses of shareholders’ meetings, reportsfee equal 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 all50% of the salaries,advisory fee payable by the Fund to Janus Capital, which includes any performance fee adjustment and reimbursement of expenses incurred or fees waived by Janus Capital. The Fund does not pay an advisory fee to Perkins. No changes are proposed to theSub-Advisory Agreement. However, because thesub-advisory fee paid to Perkins is directly impacted by the advisory fee payable to Janus Capital, any performance adjustment to the advisory fee will directly impact thesub-advisory fee paid to Perkins.

Fund’s Name, Principal Investment Strategies, Risks, Benchmark and expenses of certain Fund officersPortfolio Managers

The following is intended to show the primary similarities and employeesdifferences between the Fund’s current name, investment objective, portfolio managers, principal investment strategies, risks, and benchmark index, and those that would be implemented following approval of the Adviser (also sharing certain expensesProposal.

		Current		Repositioned
Investment Risks		Value Investing Risk		Value Investing Risk
		Market Risk		Market Risk
		—		Small- andMid-Sized Companies Risk. The Fund’s investments in securities issued by small- andmid-sized companies, which can include smaller,start-up companies offering emerging products or services, may involve greater risks than are customarily associated with larger, more established companies. Securities issued by small- andmid-sized companies tend to be more volatile and somewhat more speculative than securities issued by larger or more established companies and may underperform as compared to the securities of larger or more established companies.
		Real Estate Securities Risk		Real Estate Securities Risk
		Foreign Exposure Risk		Foreign Exposure Risk
		Management Risk		Management Risk
Benchmark		Russell 3000® Value Index		Russell 2500TM Value Index

The changes to the Fund’s name, portfolio management team, and salaries forinvestment strategies do not require shareholder approval in order to become effective. The Board has unanimously approved the Funds’ Chief Compliance Officerchanges to the Fund’s name, principal investment strategies and other compliance-related personnel employed byrelated matters, subject to approval of the Adviser as authorized byProposal.

Amended Advisory Agreement

If approved, 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 CurrentAmended Advisory Agreement and Newwill take effect on or about [August 1, 2019], or as soon as practicable after shareholder approval is obtained. The Amended 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 except to the extent otherwise provided by law.

Continuance.    The Current Advisory Agreement for each Fund continuesremain in effect for successive one-year periods afterthrough February 1, 2020, and thereafter only as long as its initial term, if such continuance is specifically approved at least annually by (a)(i) the vote of a majority of the Independent Trustees, castmeaning those Trustees that are not “interested persons” (as defined in person at a meeting called forSection 2(a)(19) of the purpose of voting on the terms of such renewal, and (b) either the Trustees1940 Act) of the Trust, Janus Capital, or Perkins (the “Independent Trustees”), and (ii) the affirmative vote of either a majority of the Trustees or a 1940 Act Majority of the outstanding voting securitiesshares of the Fund. The NewIf the Amended Advisory Agreement for each Fund will have a an initial term until February 1, 2018, and will continue thereafter for successive one-year periods ifis not 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 period”) or when shareholders of the Fund approve the New Advisory Agreement. Pursuant to Rule 15a-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 the 150-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 the 150-day period, the Board will take such actionthrough February 1, 2020, and thereafter only as it deems to be in the best interests of the Fund, and the Adviser will be paid the lesser oflong as its costs incurred in performing its services under the Interim Advisory Agreement or the total amount in the escrow account, plus interest earned.continuance is approved at least annually as described above.

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 the merger will not result in any changes to Janus Forty Fund’s investment strategies, policies, management or contractual advisory fee rates.

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

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

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

Certain Conditions under the 1940 Act

The Board has been advised that the parties to the Merger Agreement have structured the Transaction in reliance upon Section 15(f) of the 1940 Act. Section 15(f) provides in substance that when a sale of a controlling interest in an investment adviser occurs, the investment adviser or any of its affiliated persons may receive any amount or benefit in connection with the sale so long as two conditions are satisfied. The first condition of Section 15(f) is that, during the three-year period following the consummation of a transaction, at least 75% of the investment company’s board of directors must not be “interested persons” (as defined in the 1940 Act) of the investment adviser or predecessor adviser. The composition of the Board of the Trust currently meets this test and would continue to meet this test after the trustee election pursuant to Proposal 4. Second, an “unfair burden” (as defined in the 1940 Act, including any interpretations or no-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 the two-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 AboutConcerning the Adviser

The Adviser, a registeredJanus Capital, 151 Detroit Street, Denver, Colorado80206-4805, serves as investment adviser to the Fund. Janus Capital is organized as a Delaware limited liability company and is a directan indirect, wholly-owned subsidiary of Janus. Janus isHenderson Group plc (“JHG”), a publicly traded company with principal operations in financial asset management businesses and approximately $198.9that had $328.5 billion in assets under management as of September 30, 2016.December 31, 2018. JHG owns approximately 95% of Janus offers

Capital, with the remaining 5% held by Janus Management Holdings Corporation. Certain employees of Janus Capital and/or its affiliates serve as officers of the Trust. Certain officers of the Trust are shareholders of JHG.

Janus Capital (together with its predecessors and affiliates) has served as an investment adviser since 1970. As of March 31, 2019, the Janus Henderson funds that Janus Capital advises consisted of 59 portfolios offering a broad range of investment solutions, including fixed income, equity, alternativeobjectives. Janus Capital also serves as subadviser for a number of private-label mutual funds and multi-asset class strategies. Investment strategies are offered through open-end funds domiciled in both the U.S. and offshore,provides separate account advisory services for institutional accounts. Janus Capital does not act as well as through separately managed accounts, collectivean 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 cultureadviser 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 regardingany other registered investment companies or series thereof (other thancompany that has a similar investment strategy as the TrustFund.

Principal Executive Officers and the Funds) managed byDirectors of the Adviser a Sub-Adviser or Henderson that have similar investment strategies to a Fund is set forthand Subadviser. The principal executive officers and directors of Janus Capital and Perkins and their principal occupations are included inAppendix EA to this Proxy Statement.

Certain information regarding the executive officers and directorsPrincipal Executive Officers of the AdviserTrust. The officers of the Trust and Sub-Advisers istheir principal occupations are set forth inAppendix FB to this Proxy Statement.

Affiliated Service Providers, Affiliated Brokerage and Other FeesInformation Concerning theSub-Adviser

Administrator.    Janus Capital also serves as administrator tohas entered into the Funds pursuant to an AdministrationSub-Advisory Agreement between Janus Capital and the Trust. Janus Capital is authorized to delegate to others to perform certain administrative and other services. Pursuant to the Administration Agreement between Janus Capital and the Trust, the non-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,with Perkins, 311 S. Wacker Drive, Suite 6000, Chicago, Illinois 60606, on behalf of the Allocation Funds,Fund. Perkins and its predecessors have been in the investment advisory business since 1984. Perkins also serves as investment adviser or subadviser to separately managed accounts and other registered investment companies. Janus Capital bears expenses not otherwise detailed inowns 100% of Perkins.

Comparison of the Current Advisory Agreement and NewAmended 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 the non-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. 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 Rule 12b-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 a 12b-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 a 12b-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 a 12b-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 a 12b-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. 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 respective 12b-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 other non-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 for out-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 any Sub-Adviser of such Fund.

Payments to Affiliates.    During each Fund’s last fiscal year, no Fund made any material payments to the Adviser or Sub-Adviser to such Fund or any affiliated person of the Adviser or Sub-Adviser to such Fund for services provided to the Fund (other than pursuant to the Current Advisory Agreement, Current Sub-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 broker non-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 INVESTMENT SUB-ADVISORY AGREEMENT WITH CURRENT SUB-ADVISER

(Sub-Advised Funds)

Background

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

The Adviser has entered into (i) a separate investment sub-advisory agreement with INTECH with respect to each INTECH Fund (each a “Current INTECH Sub-Advisory Agreement”), (ii) a separate investment sub-advisory agreement with Perkins with respect to each Perkins Fund (each a “Current Perkins Sub-Advisory Agreement”), and (iii) an investment sub-advisory agreement with Janus Singapore with respect to Janus Asia Equity Fund (the “Current Janus Singapore Sub-Advisory Agreement”). Collectively, the Current INTECH Sub-Advisory Agreements, the Current Perkins Sub-Advisory Agreements and the Current Janus Singapore Sub-Advisory Agreement are referred to herein as the “Current Sub-Advisory Agreements” and each as a “Current Sub-Advisory Agreement.” The date of each Current Sub-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 Current Sub-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 Current Sub-Advisory Agreement. In addition, each Current Sub-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 Current Sub-Advisory Agreement.

The 1940 Act requires that a new sub-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 new sub-advisory agreement between the Adviser and INTECH (each a “New INTECH Sub-Advisory Agreement”). Shareholders of each Perkins Fund are being asked to approve a new sub-advisory agreement between the Adviser and Perkins (each a “New Perkins

Sub-Advisory Agreement”). Shareholders of Janus Asia Equity Fund are being asked to approve a new sub-advisory agreement between the Adviser and Janus Singapore (the “New Janus Singapore Sub-Advisory Agreement” and, together with the New INTECH Sub-Advisory Agreements and New Perkins Sub-Advisory Agreements, each a “New Sub-Advisory Agreement” and collectively, the “New Sub-Advisory Agreements”). Each New Sub-Advisory Agreement will be substantially similar to the Current Sub-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 New Sub-Advisory Agreement on behalf of each applicable Fund and unanimously recommended approval of the New Sub-Advisory Agreement by shareholders. For additional information regarding the Board’s consideration of the New Sub-Advisory Agreements, see “Board Considerations” after Proposal 3 in this Proxy Statement. The form of the New INTECH Sub-Advisory Agreement is attached hereto asAppendix O to this Proxy Statement. The form of the New Perkins Sub-Advisory Agreement is attached hereto asAppendix P to this Proxy Statement. The form of the New Janus Singapore Sub-Advisory Agreement is attached hereto asAppendix Q to this Proxy Statement.

Because each New Sub-Advisory Agreement, like each Current Sub-Advisory Agreement, is between the Adviser and the Sub-Adviser, a Fund’s New Sub-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 New Sub-Advisory Agreement will not take effect if a separate proposal to appoint a new sub-adviser is approved by shareholders. See Proposal 3, beginning at page [15].

Comparison of Current Sub-Advisory Agreements and New Sub-Advisory Agreements

The terms of each New Sub-Advisorythe Amended Advisory Agreement are substantially similar to those of the corresponding Current Sub-Advisory Agreement. There is no change inAdvisory Agreement, except for the fee rate payable by the Adviserbenchmark index change. Changes made to the Sub-Adviser. If approved by shareholdersAmended Advisory Agreement compared to the Current Advisory Agreement include the date of a Fund,expiration, the New Sub-Advisory Agreement forproposed change to 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 Actbenchmark index, and the rules and regulations thereunder. Below is a comparison of certain termsdescription of the Current Sub-Advisory Agreements toperiod used for calculating the terms of the New Sub-Advisory Agreements.

Sub-Advisory Services.    Under the terms of the agreements, the sub-advisory services provided by the Sub-Adviser to each Fund under the New Sub-Advisory Agreements and to be provided under the Current Sub-Advisory Agreements are the same. Both the Current Sub-Advisory Agreements and New Sub-Advisory Agreements provide that the Sub-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. The Sub-Adviser shall cause its officers to attend meetings and furnish oral and written reports, as each Fund may reasonably require,performance fee in order to keep the Trustees and appropriate officers of each Fund fully informed as to the conditionallow for continuity of the investment portfolio of each Fund. Additionally, the Sub-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 Income Fund, the Adviser pays the Sub-Adviser a sub-advisory fee rate equal to 50% of the investment advisory fee paid by the Fund to the Adviser (calculated after any fee waivers 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-Adviser 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 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 the Fund’s historical performance relative to its benchmark index. Information regarding the fees paid by the Adviser to the Sub-Adviser with respect to each Fund during each Fund’s last fiscal year are set forth inAppendix G to this Proxy Statement.

Payment of Expenses.    Under each Current Sub-Advisory Agreement and New Sub-Advisory Agreement, the Sub-Adviser agrees to pay its own costs and expenses incurred in rendering its services.

Limitation on Liability.    The Current Sub-Advisory Agreements and New Sub-Advisory Agreements provide that the Sub-Adviser will not be liable for, and the Adviser will not take any action against the Sub-Adviser to hold the Sub-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 Current Sub-Advisory Agreement for each Fund continues in effect for successive one-year periods thereafter, if such continuance is approved in the manner required by the 1940 Act. The New Sub-Advisory Agreement for each Fund will have an initial term until February 1, 2018, and will continue thereafter for successive one-year periods if approved annually in the same manner required under the Current Sub-Advisory Agreements.

Termination.    The Current INTECH Sub-Advisory Agreements and New INTECH Sub-Advisory Agreements provide that the agreement may be terminated at any time, without penalty, by the Board, or by the shareholdersover a36-month measurement period. A copy 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 INTECH Sub-Advisory Agreements and New INTECH Sub-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 INTECH Sub-Advisory Agreement and New INTECH Sub-Advisory Agreement shall terminate, without penalty, upon termination of the Currentproposed Amended Advisory Agreement or New Advisory Agreement,is included as applicable, of such Fund.Appendix C.

The Current Perkins Sub-Advisory Agreements and New Perkins Sub-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) days’ advance written notice of termination be given to Perkins at its principal place of business. Further, the Current Perkins Sub-Advisory Agreements and New Perkins Sub-Advisory Agreements provide that the agreement may be terminated (i) by the Adviser at any time, without penalty, by giving ninety (90) 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 Perkins Sub-Advisory Agreement and New Perkins Sub-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 Singapore Sub-Advisory Agreement and New Janus Singapore Sub-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 Singapore Sub-Advisory Agreement and New Janus Singapore Sub-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 Singapore Sub-Advisory Agreement and New Janus Singapore Sub-Advisory Agreement shall terminate, without penalty, upon termination of the Fund’s Current Advisory Agreement or New Advisory Agreement, as applicable.

Interim Sub-Advisory Agreements

In the event shareholders of a Fund do not approve such Fund’s New Advisory Agreement and/or New Sub-Advisory Agreement at the Meeting prior to the closing of the Transaction, an interim sub-advisory agreement between the Adviser and the applicable Sub-Adviser (each an “Interim Sub-Advisory Agreement” and collectively, the “Interim Sub-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 Interim Sub-Advisory Agreement for each applicable Fund in order to assure continuity of sub-advisory services to the sub-advised Funds after the Transaction. The terms of each Interim Sub-Advisory Agreement are substantially identical to those of the Current Sub-Advisory Agreements and New Sub-Advisory Agreements, except for the term and escrow provisions described below. The Interim Sub-Advisory Agreement will continue in effect for a term ending on the earlier of 150 days from the closing of the Transaction (the “150-day period”) or when shareholders of a Fund approve the New Advisory Agreement and New Sub-Advisory Agreement. Pursuant to Rule 15a-4 under the 1940 Act, compensation earned by a Sub-Adviser under an Interim Sub-Advisory Agreement will be held in an interest-bearing escrow account. If shareholders of a Fund approve the New Advisory Agreement and New Sub-Advisory Agreement prior to the end of the 150-day period, the amount held in the escrow account under the Interim Sub-Advisory Agreement will be paid to the Sub-Adviser. If shareholders of a Fund do not approve the New Advisory Agreement and/or New Sub-Advisory Agreement prior to the end of the 150-day period, the Board will take such action as it deems to be in the best interests of the Fund, and the Sub-Adviser will be paid the lesser of its costs incurred in performing its services under the Interim Sub-Advisory Agreement or the total amount in the escrow account, plus interest earned.

Information About the Sub-Advisers

INTECH.    INTECH serves as investment sub-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 investment sub-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 a bottom-up approach to build diversified portfolios of what it believes to be high quality, undervalued stocks with favorable reward-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

What is the executive officersrecommendation of the Board of Trustees?

Janus Capital proposed, and directorsthe Board of each Sub-Adviser is set forth inAppendix FTrustees approved, the Amended Advisory Agreement to this Proxy Statement.adopt the Russell 2500^TM Value Index as the benchmark index for purposes of calculating the performance adjustment to the advisory fee. The Board of Trustees recommends that you vote “FOR” the Proposal.

Shareholder Approval

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

An unfavorable vote on the proposal todo not approve the New Sub-Advisory Agreement by theProposal?

If shareholders of onethe Fund do not approve the Proposal, the Amended Advisory Agreement will not take effect and the 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 Sub-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 New Sub-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 Current Sub-Advisory Agreement will continue in effect in accordance withto be managed pursuant to its terms.

existing investment strategies and existing investment advisory agreement. The Board unanimously recommends that shareholders of each Fund vote FOR approval of the New Sub-Advisory Agreement for their Fund.

PROPOSAL 3

APPROVAL OF INVESTMENT SUB-ADVISORY AGREEMENT WITH HENDERSON

INVESTMENT MANAGEMENT LIMITED

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

Background

In connection with the Transaction, the Adviser has evaluated its capabilities, the capabilities of the existing Sub-Advisers and the enhanced capabilities of Janus Henderson upon the closing of the Transaction. With respectTrustees will take such action as it deems 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 FundsFund, including potentially soliciting additional proxies.

Who is eligible to draw uponvote?

Shareholders who owned shares of the combined resourcesFund at the close of Janus Hendersonbusiness on May 20, 2019 (the “Record Date”) will be entitled to be present and vote at the Meeting. Those shareholders are entitled to one vote for each whole dollar (and a proportionate fractional vote for each fractional dollar) of net asset value owned on all matters presented at the Meeting.

How do I vote my shares?

You can vote in any one of four ways:

Whichever method you choose, please take the time to read the HIML Funds. With respect to Janus Asia Equity Fund, if approved by shareholders, HIML would become sub-adviser upon the closingfull text of the Transaction and would replace Janus Singapore as sub-adviserProxy Statement before you vote.

It is important that shareholders respond to such Fund. With respect to Janus Global Real Estate Fund, HIML would become sub-adviser upon the closing of the Transaction and would be responsibleensure that there is a quorum for the day-to-day management ofMeeting. If we do not receive your response within a portion offew weeks, you may be contacted by [__________], the investment operations of such Fund subject to the general oversight of Janus Capital. Janus Capital would continue to be responsible for the day-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 with non-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 managedproxy solicitor engaged by Janus Capital, who will remind you to vote your shares and HIML, based on similarities in investment process and philosophyhelp you return your proxy. If a quorum is not present or sufficient votes to approve the Proposal are not received by the date of the HIMLMeeting, the persons designated as proxies may adjourn the Meeting to a later date to continue to seek additional votes.

If I send my vote in now as requested, can I change it later?

Yes. You may revoke your proxy vote at any time before it is voted at the Meeting by: (i) delivering a written revocation to the Secretary of the Fund at 151 Detroit Street, Denver, Colorado 80206; (ii) submitting a subsequently executed proxy vote; or (iii) attending the Meeting and voting in person. Even if you plan to attend the Meeting, we ask that you return your proxy card or vote by Internet or telephone. This will help us ensure that an adequate number of shares are present at the Meeting for consideration of the Proposal.

What is the required vote to approve the Proposal?

Approval of the Proposal requires the affirmative vote of a “majority of the outstanding voting securities” of the Fund within the meaning of the Investment Company Act of 1940, as amended (such a majority is referred to herein as a “1940 Act Majority”). A 1940 Act Majority means the lesser of the vote of (i) 67% or more of the shares of the Fund entitled to vote present at the Meeting, if the holders of more than 50% of the outstanding shares are present or represented by proxy, or (ii) more than 50% of the outstanding shares of the Fund entitled to vote.

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

Who is paying the costs of this solicitation?

Janus Capital investment teamswill pay the fees and expenses related to soliciting the Proposal, including the cost of the preparation of these proxy materials and their distribution,

and all other costs incurred with the solicitation of proxies, including any additional solicitation made by letter, telephone, or otherwise, and the benefits of maintaining a “multi-local presence” with investment professionals in key markets, pursuant to whichMeeting.

Whom should I call for additional information about this Proxy Statement?

Please call [], the Denver-basedproxy solicitor engaged by Janus Capital, investment team will augment the HIML investment team that has investment professionals based in Europe, Asia and the United States.at[1-].

HIML is an SEC registered investment adviser and is an indirect, wholly-owned subsidiary of

, 2019

JANUS INVESTMENT FUND

Janus Henderson and serves as investment sub-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 as sub-adviser. Following the appointment of HIML as sub-adviser, eachSelect Value 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 new sub-advisory agreement be approved by the Fund’s shareholders in order for it to become effective.151 Detroit Street

Denver, Colorado 80206

SPECIAL MEETING OF SHAREHOLDERS

The ProposalPROXY STATEMENT

With respect to each HIMLThis is a proxy statement (“Proxy Statement”) for Janus Henderson Select Value Fund shareholders(the “Fund”), a series of Janus Investment Fund (the “Trust”). Proxies for the Special Meeting of Shareholders of the Fund are being askedsolicited by the Board of Trustees of the Trust (the “Board,” the “Board of Trustees,” or the “Trustees”) to approve a new sub-advisory agreement between the Adviser and HIML (each, a “HIML Sub-Advisory Agreement” and collectively,following proposal (the “Proposal”) that has already been approved by the “HIML Sub-Advisory Agreements”) to take effect immediately afterBoard:

Unless otherwise indicated, the ClosingSpecial Meeting of Shareholders of the TransactionFund (together with any adjournments or shareholder approval, whicheverpostponements thereof) is later.referred to herein as the “Meeting.”

AtThe Special Meeting of Shareholders will be held 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 HIML Sub-Advisory Agreement and recommends thaton July 11, 2019 at [●] Mountain Time, or at such later time as may be necessary due to adjournments or postponements thereof. Any shareholder of each Fund approve the HIML Sub-Advisory Agreement with respect to their Fund. With respect to Janus Asia Equity Fund, the Board approved the terminationrecord who owned shares of the Sub-Advisory Agreement withFund as of the close of business on May 20, 2019 (the “Record Date”), will receive notice of the Meeting and will be entitled to vote at the Meeting. You should read the entire Proxy Statement before voting. If you have any questions, please call our proxy solicitor, [_______________], at[1-________________]. This Proxy Statement, Notice of Special Meeting, and the proxy card are first being mailed to shareholders on or about [__________, 2019].

The Fund provides annual and semiannual reports to its shareholders that highlight relevant information, including investment results and a review of portfolio changes. Additional copies of the Fund’s most recent annual report and any more recent semiannual report are available, without charge, by calling a Janus Singapore concurrentlyHenderson representative at1-877-335-2687 (or1-800-525-3713 if you hold shares directly with the effectivenessFund), via the Internet at janushenderson.com/info (or janushenderson.com/reports if you hold shares directly with the Fund), or by sending a written request to the Secretary of the HIML Sub-Advisory Agreement. For additional information regarding the Board’s consideration of the HIML Sub-Advisory Agreements, see “Board Considerations” after this Proposal 3. The form of the HIML Sub-Advisory Agreement is attached hereto asAppendix R.Trust at 151 Detroit Street, Denver, Colorado 80206.

SummaryPROPOSAL

APPROVE AN AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT THAT CHANGES THE FUND’S BENCHMARK INDEX FOR PURPOSES OF CALCULATING THE PERFORMANCE-BASED INVESTMENT ADVISORY FEE

Background

Pursuant to an investment advisory agreement between Janus Capital and the Trust, on behalf of Terms of HIML Sub-Advisory Agreement

Each HIML Sub-Advisory Agreement will have an initial term through February 1, 2019the Fund, Janus Capital serves as the Fund’s investment adviser (the “Current Advisory Agreement”). Pursuant to asub-advisory agreement between Janus Capital 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 HIML Sub-Advisory Agreement.

Sub-Advisory Services.    With respect to Janus Asia Equity Fund, the HIML Sub-Advisory Agreement provides that HIML shall managePerkins Investment Management LLC (“Perkins”), Perkins manages the investment operations of the Fund and the composition of its investment portfolio (the“Sub-Advisory Agreement”), subject to Janus Capital’s oversight.

The Fund’s investment objective is to seek capital appreciation. The Fund seeks to meet this objective by investing primarily in the common stocks of companies of any size whose stock prices are believed to be undervalued by the Fund’s portfolio manager. The Fund’s benchmark index is currently the Russell 3000^® Value Index (the “Current Index”), a benchmark that has exposure to all market capitalizations.

Janus Capital, in consultation with Perkins, has proposed, and the Board has approved, a change to the Fund’s principal investment strategies. Currently, the Fund invests primarily in common stocks of companies of any size whose stock prices are believed to be undervalued by the portfolio manager. Under the new strategies, the Fund will invest, under normal circumstances, at least 80% of its net assets (plus any borrowings for investment purposes) in common stocks of small- andmid-sized companies whose market capitalization, at the time of initial purchase, is less than the12-month average of the maximum market capitalization for companies included in the Russell 2500^TM Value Index (the “Strategy Change”) and whose stock prices are believed to be undervalued. Janus Capital believes that current marketplace demands for a small- andmid-cap strategy, combined with Perkins’ experience in managingmid-cap andsmall-cap stocks using a value approach, provide greater opportunity for the Fund to grow over the long-term. The Strategy Change is designed to create asset growth through increased potential for sales for the Fund, potentially resulting in increased operational efficiencies.

Because the Fund intends to shift its focus from investing primarily in the common stocks of companies of any size to investing primarily in the common stocks of small- andmid-sized companies, Janus Capital recommended, and the Board approved, a change in the Fund’s benchmark index for purposes of computing the performance adjustment fee under the Current Advisory Agreement from the Russell 3000^®Value Index to the Russell 2500^TM Value Index (the “Proposed Index”), a benchmark comprised of small- andmid-cap stocks that forms the “SMID” (small/mid) cap segment of the Russell 3000^® Value Index. The Proposed Index is more closely aligned with an investment strategy that focuses on small- andmid-cap stocks.

Performance Fee Structure

Pursuant to the Current Advisory Agreement, the Fund pays Janus Capital a performance-adjusted investment advisory fee. The calculation of the performance adjustment applies as follows: Investment Advisory Fee = Base Fee Rate+/- Performance Adjustment. The performance adjustment is determined based on the Fund’s performance relative to the cumulative investment record of its benchmark index over a rolling36-month performance measurement period, with adjustments up or down to the advisory fee rate based on the amount of such underperformance or outperformance (the “Performance Adjustment”). The Fund’s benchmark index is a component of calculating the investment advisory fee rate paid to Janus Capital and therefore, the benchmark index is described in the Current Advisory Agreement.

The Investment Company Act of 1940, as amended (the “1940 Act”) and staff of the Securities and Exchange Commission (the “SEC”) require Fund shareholders to approve material amendments to an investment advisory agreement in order to become effective. Given that the benchmark index is a component of the investment advisory fee calculation as described in the Fund’s investment portfolio, With respectadvisory agreement, a change to the Fund’s benchmark index is considered a material change to the Current Advisory Agreement, and requires both Trustee and shareholder approval. The Board of Trustees has approved an amended and restated investment advisory agreement between the Fund and Janus Global Real Estate Fund,Capital (the “Amended Advisory Agreement”) to reflect the HIML Sub-Advisory Agreement provides that HIML shall manage a portionchange in benchmark index and also has authorized the submission of the Amended Advisory Agreement to the Fund’s shareholders for approval. The investment operations andadvisory fee rate paid by the composition of a portion ofFund currently is adjusted up or down based upon the Fund’s performance relative to the Current Index. Under the Proposal, the fee would instead be adjusted up or down based upon the Fund’s performance relative to the Proposed Index. This means that if the Proposal is approved, the Fund’s investment portfolio. With respectstrategy and benchmark index will change from a focus on companies of any size to a focus on companies with small and/ormid-sized capitalizations. Given that the proposed investment strategy changes are aligned with the Proposed Index, the investment strategy changes will only take effect if shareholders approve the Amended Advisory Agreement. Similarly, if these changes are implemented, the Fund’s name will be changed to “Janus HendersonSmall-Mid Cap Value Fund,” to align the Fund’s name with the proposed investment strategy.

Pursuant to theSub-Advisory Agreement, Janus Capital pays Perkins for thesub-advisory services it provides to the Fund. Janus Capital pays Perkins for its services a fee equal to 50% of the advisory fee payable by the Fund to Janus Asia EquityCapital, which includes any performance fee adjustment and reimbursement of expenses incurred or fees waived by Janus Capital. The Fund does not pay an advisory fee to Perkins. No changes are proposed to theSub-Advisory Agreement. However, because thesub-advisory fee paid to Perkins is directly impacted by the advisory fee payable to Janus Capital, any performance adjustment to the advisory fee will directly impact thesub-advisory fee paid to Perkins.

Fund’s Name, Principal Investment Strategies, Risks, Benchmark and Portfolio Managers

The following is intended to show the primary similarities and differences between the Fund’s current name, investment objective, portfolio managers, principal investment strategies, risks, and benchmark index, and those that would be implemented following approval of the Proposal.

		Current		Repositioned
Investment Risks		Value Investing Risk		Value Investing Risk
		Market Risk		Market Risk
		—		Small- andMid-Sized Companies Risk. The Fund’s investments in securities issued by small- andmid-sized companies, which can include smaller,start-up companies offering emerging products or services, may involve greater risks than are customarily associated with larger, more established companies. Securities issued by small- andmid-sized companies tend to be more volatile and somewhat more speculative than securities issued by larger or more established companies and may underperform as compared to the securities of larger or more established companies.
		Real Estate Securities Risk		Real Estate Securities Risk
		Foreign Exposure Risk		Foreign Exposure Risk
		Management Risk		Management Risk
Benchmark		Russell 3000® Value Index		Russell 2500TM Value Index

The changes to the Fund’s name, portfolio management team, and investment strategies do not require shareholder approval in order to become effective. The Board has unanimously approved the changes to the Fund’s name, principal investment strategies and related matters, subject to approval of the Proposal.

Amended Advisory Agreement

If approved, the Amended Advisory Agreement will take effect on or about [August 1, 2019], or as soon as practicable after shareholder approval is obtained. The Amended Advisory Agreement will remain in effect through February 1, 2020, and thereafter only as long as its continuance is approved at least annually by (i) the vote of a majority of the Independent Trustees, meaning those Trustees that are not “interested persons” (as defined in Section 2(a)(19) of the 1940 Act) of the Trust, Janus Capital, or Perkins (the “Independent Trustees”), and (ii) the vote of either a majority of the Trustees or a 1940 Act Majority of the outstanding shares of the Fund. If the Amended Advisory Agreement is not approved, the Current Advisory Agreement will continue in effect through February 1, 2020, and thereafter only as long as its continuance is approved at least annually as described above.

Information Concerning the Adviser

Janus Capital, 151 Detroit Street, Denver, Colorado80206-4805, serves as investment adviser to the Fund. Janus Capital is an indirect, wholly-owned subsidiary of Janus Henderson Group plc (“JHG”), a publicly traded company with principal operations in financial asset management businesses that had $328.5 billion in assets under management as of December 31, 2018. JHG owns approximately 95% of Janus

Capital, with the remaining 5% held by Janus Management Holdings Corporation. Certain employees of Janus Capital and/or its affiliates serve as officers of the Trust. Certain officers of the Trust are shareholders of JHG.

Janus Capital (together with its predecessors and affiliates) has served as an investment adviser since 1970. As of March 31, 2019, the Janus Henderson funds that Janus Capital advises consisted of 59 portfolios offering a broad range of investment objectives. Janus Capital also serves as subadviser for a number of private-label mutual funds and provides separate account advisory services for institutional accounts. Janus Capital does not act as an investment adviser to any other registered investment company that has a similar investment strategy as the Fund.

Principal Executive Officers and Directors of the Adviser and Subadviser. The principal executive officers and directors of Janus Capital and Perkins and their principal occupations are included inAppendix A to this Proxy Statement.

Principal Executive Officers of the Trust. The officers of the Trust and their principal occupations are set forth inAppendix B to this Proxy Statement.

Information Concerning theSub-Adviser

Janus Capital has entered into theSub-Advisory Agreement with Perkins, 311 S. Wacker Drive, Suite 6000, Chicago, Illinois 60606, on behalf of the Fund. Perkins and its predecessors have been in the investment advisory business since 1984. Perkins also serves as investment adviser or subadviser to separately managed accounts and other registered investment companies. Janus Capital owns 100% of Perkins.

Comparison of the Current Advisory Agreement and Amended Advisory Agreement

The terms of the Amended Advisory Agreement are substantially similar to those of the Current Advisory Agreement, except for the benchmark index change. Changes made to the Amended Advisory Agreement compared to the Current Advisory Agreement include the date of expiration, the proposed change to the benchmark index, and the description of the period used for calculating the performance fee in order to allow for continuity of the fee based on the Fund’s historical performance over a36-month measurement period. A copy of the proposed Amended Advisory Agreement is included asAppendix C.

Investment Advisory Services. The investment advisory services to be provided by Janus Capital to the Fund are the same under the Current Advisory Agreement and the Amended Advisory Agreement.

Pursuant to both the Current Advisory Agreement and the Amended Advisory Agreement, Janus Capital shall furnish continuous advice and recommendations to the Fund, and shall have authority to act with respect thereto, as to the portionacquisition, holding, or disposition of Janus Global Real Estate Fund managed by HIML, HIML shall determine without prior consultation with the Trustany or the Adviser, what securities and other assetsall 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 concerningwhich the Fund inowns or contemplates acquiring from time to time. Janus Capital shall give due consideration to: (i) the Trust’s Amended and Restated Agreement and Declaration of

Trust as then in effect, the Trust’sand Amended and Restated Bylaws, as thenBylaws; (ii) the investment objectives, policies and restrictions set forth in effect, and the Fund’s registration statementsstatement; (iii) the provisions of the Trust,1940 Act and to provisions of the Internal Revenue Code of 1986, as applicableamended; and (iv) such other policies and instructions as the Trustees may from time to time determine.

Janus Capital may engage one or more subadvisers in connection with its duties and responsibilities under the Current Advisory Agreement and Amended Advisory Agreement. Janus Capital has engaged Perkins to serve assub-adviser to the Fund as a regulated investment company. HIML shall cause its officersFund. Pursuant to attend meetings and furnish oral and written reports, as the Fund may reasonably require, in order to keepSub-Advisory Agreement, Perkins is responsible for the Trustees and appropriate officersday-to-day management of the Fund fully informed asFund’s investment portfolio, subject to the conditiongeneral oversight of Janus Capital.

Other Services.Under the Current Advisory Agreement and the Amended Advisory Agreement, Janus Capital is authorized, but not obligated, to perform the management and administrative services necessary for the Fund’s operation. Specifically, Janus Capital is authorized to conduct relations with custodians, depositories, transfer and pricing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurance company separate accounts, insurers, banks and such other persons in any such other capacity deemed by Janus Capital to be necessary or desirable. Janus Capital shall also generally monitor and report to Fund officers the Fund’s compliance with investment portfoliopolicies and restrictions as set forth in the currently effective prospectus and statement of additional information relating to the shares of the Fund. Additionally, HIMLJanus Capital shall make reports to the Board of its performance of services upon request and furnish reportsadvice and recommendations with respect to such other aspects of the business and affairs of the Fund as mayit shall determine to be reasonably requesteddesirable. Janus Capital is also authorized, subject to review by the Board, to furnish such other services as Janus Capital shall from time to time determine to be necessary or useful to perform the Adviser, including, but not limited to reports relating to the valuation of the Fund’s assets.

Fees.    Under each HIML Sub-Advisory Agreement, the Adviser will pay HIML a sub-advisory fee out ofservices contemplated by the investment advisory fee it receives fromagreement. Janus Capital also serves as administrator to the Fund. With respectFund pursuant to an Administration Agreement between Janus Asia EquityCapital and the Trust. See “Affiliated Service Providers, Brokerage and Other Fees” for additional information regarding these administrative services.

Payment of Expenses. Under the Current Advisory Agreement and the Amended Advisory Agreement, the Fund the sub-advisory fee willassumes and pays all expenses incidental to its organization, operations and business not specifically assumed or agreed to be equal to fifty percent of the investment advisory fee paid by Janus Asia Equity Fund to the Adviser (net of any performance fee adjustments, reimbursement ofCapital. These expenses incurred orinclude custodian and transfer agency fees waived by the Adviser) pursuant to the New Advisory Agreement which is the same sub-advisory fee rate currently paid by Janus Capital to Janus Singapore. With respect to Janus Global Real Estate Fund, the sub-advisory fee will be equal to % of the investment advisory fee paid by Janus Global Real Estate Fund to the Adviser (net any performance fee adjustments, reimbursement ofand expenses, incurred or fees waived by the Adviser) pursuant to the New Advisory Agreement. As a result, the sub-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 Adviserbrokerage commissions and dealer spreads, and other expenses in connection with the appointmentexecution of HIMLportfolio transactions, legal and accounting expenses, interest, taxes, a portion of trade association or other investment company organization dues and expenses, registration fees, expenses of shareholders’ meetings, reports to shareholders, fees and expenses of Independent Trustees, and other costs of complying with applicable laws regulating the sale of Fund shares. The Fund, along with other Janus Henderson funds, also pay some or all of the salaries, fees, and expenses of certain Fund officers and employees of Janus Capital (also sharing certain expenses and salaries for the Fund’s Chief Compliance Officer and other

compliance-related personnel employed by Janus Capital as sub-adviser. For additional information regarding the advisory fee paidauthorized by the FundTrustees from time to the Adviser seeAppendix Ctime).

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

Limitation on Liability. Each HIML Sub-AdvisoryThe Fund’s Current Advisory Agreement provides that HIML will not be liable for, and the Adviser willAmended Advisory Agreement provide that Janus Capital shall not take any action against HIML to hold HIMLbe 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 of and Termination of the Agreement. Each HIML Sub-AdvisoryThe Amended Advisory Agreement will have an initial term untilwould remain in effect through February 1, 2019, and will2020, similar to the Current Advisory Agreement. Thereafter, similar to the Current Advisory Amendment, the Amended Advisory Agreement would continue thereafter for successive one-year periods, ifin effect from year to year so long as such continuance is specifically approved annually by a majority of the Fund’s Independent Trustees, or by either a 1940 Act Majority or the Board of Trustees, cast in person at least annually ina meeting called for such purpose.

The Fund’s Current Advisory Agreement and the same manner required by the 1940 Act.

Termination.    Each HIML Sub-Advisory Agreement provides that the agreementAmended Advisory Agreement: (i) may be terminated, at any time, without penalty, by the Board,Trustees of the Trust, or by the shareholders of the Fund acting by vote of at least a majority of its outstanding voting securities, provided in either case that sixty (60)60 days’ advance written notice of termination be given to HIMLJanus Capital at its principal place of business. Further, each HIML Sub-Advisory Agreement provides that the agreementbusiness; (ii) may be terminated (i) by the AdviserJanus Capital at any time, without penalty, by giving sixty (60)60 days’ advance written notice of termination to HIML; (ii)the Trust; and (iii) terminates automatically in the event of its assignment.

The Fund’s Current Advisory Agreement was last approved by HIMLshareholders on April 6, 2017 in connection with the merger of Janus Capital Group Inc. and Henderson Group plc. The Current Advisory Agreement was last approved for continuance by the Board on December 6, 2018.

Compensation. Under both the Current Advisory Agreement and the Amended Advisory Agreement, the Fund pays Janus Capital an investment advisory fee at any time, without penalty,the annual rate of 0.70% of the Fund’s average daily net assets during the previous month (the “Base Fee Rate”), plus or minus the Performance Adjustment calculated by giving ninety (90) days’applying a variable rate of up to 0.15% (positive or negative) to the Fund’s average daily net assets over a rolling36-month performance measurement period (the “Performance Period”). The Base Fee Rate is calculated and accrued daily. The Performance Adjustment is calculated monthly in arrears and is accrued throughout the month. The investment advisory fee is paid monthly in arrears.

Under both the Current Advisory Agreement and the Amended Advisory Agreement, the Performance Adjustment may result in an increase or decrease in the investment advisory fee rate paid by the Fund, depending upon the cumulative investment performance of the Fund relative to its benchmark index over the Performance Period. No Performance Adjustment is applied unless the difference

advance noticebetween the Fund’s investment performance and the cumulative investment record of the Fund’s benchmark index is 0.50% or greater (positive or negative) during the Performance Period. Because the Performance Adjustment is tied to the AdviserFund’s performance relative to its benchmark index (and not its absolute performance), the Performance Adjustment could increase Janus Capital’s fee even if the Fund’s shares lose value during the Performance Period and could decrease Janus Capital’s fee even if the Fund’s shares increase in value during the Performance Period. For purposes of computing the Base Fee Rate and the Fund, unlessPerformance Adjustment, net assets are averaged over different periods (average daily net assets during the Adviser orprevious month for the Base Fee Rate versus average daily net assets during the Performance Period for the Performance Adjustment). Performance of the Fund requests additional time to find a replacement for HIML,is calculated net of expenses, whereas the Fund’s benchmark index does not have any fees or expenses. Reinvestment of dividends and distributions is included in which case HIML shall allowcalculating both 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,performance of 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 HIML Sub-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 HIML Sub-Advisory Agreement are substantially similar to those of the Current Janus Singapore Sub-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 as sub-adviser to Janus Asia Equity Fund pursuant to the Current Janus Singapore Sub-Advisory Agreement. If approved, HIML would replace Janus Singapore as the Fund’s sub-adviser. Upon the effectiveness of the HIML Sub-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.benchmark index.

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 as an Asia & Emerging Markets equity fund manager and was lead managerThe application 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, where he was Vice President in the Emerging Markets Group responsible for research in the Singapore and Indonesian equity market, and co-managed a South East Asia fund. Prior to joining Franklin Templeton, Mr. Koh was an Investment Analyst at Tokio Marine Asset Management International, 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 currentlyexpense limit, if any, will have a sub-adviser. Patrick Brophy serves as portfolio manager and is responsible for the day-to-day management of the Fund. If approved, HIML would become the Fund’s sub-adviser. Upon the effectiveness of the HIML Sub-Advisory Agreement, HIML will be responsible for the day-to-day management of a portion of the investment operations of the Fund, subject the general oversight of Janus Capital. Janus Capital would continue to be responsible for the day-to-day management of a portion of the investment operations 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 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, and Co-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 as Co-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 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 HIML Sub-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 HIML Sub-Advisory Agreement, abstentions and broker non-votes will have the same effect as shares voted against the proposal.

Each HIML Sub-Advisory Agreement will only takepositive effect upon the closingFund’s performance and may result in an increase in the Performance Adjustment. It is possible that the cumulative dollar amount 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 HIML Sub-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 New Sub-Advisory Agreement or Interim Sub-Advisory Agreement, in each case as described in Proposal 2 beginning at page [10].

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

HIML Sub-Advisory Agreement for their Fund.

BOARD CONSIDERATIONS

New Advisory Agreements and New Sub-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 benefitsadditional compensation ultimately payable to Janus Capital andmay, under some circumstances, exceed the Funds. Subsequent to the September 15, 2016 meeting, the Trustees identified a listcumulative dollar amount of basic principles, which they believed should serve as the foundation for their reviewmanagement fees waived by Janus Capital.

The investment performance of the organizational, operational and strategic issues involved with any potential change in controlFund’s Class A Shares (waiving the upfront sales charge) (“Class A Shares”) is used for purposes of calculating the Fund’s Performance Adjustment. After Janus Capital 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 intodetermines whether a definitive Agreement and Plan of Merger with Henderson pursuant to which Janus and Henderson agreed to effect an all-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”). The Boardparticular Fund’s performance was advised that, subject to certain conditions, the Transaction is currently expected to closeabove or below its benchmark index by 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 on November 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 November 7-8, 2016 meeting, the Board developed a second supplemental request for additional information, which was provided to Janus Capital on November 21, 2016. On December 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 New Sub-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;comparing the investment performance of the Fund’s Class A Shares against the cumulative investment companies advised by Henderson;record of that Fund’s benchmark index, Janus Capital applies the proposed structure, operations and investment processessame Performance Adjustment (positive or negative) across each other class of shares of the combinedFund.

Pursuant to the Current Advisory Agreement, the investment advisory fee rate is adjusted up or down based on the Fund’s performance relative to the cumulative investment record of the Current Index. Under the Amended Advisory Agreement, the investment advisory fee rate will instead be adjusted based on the Fund’s performance relative to the cumulative investment record of the Proposed Index. See “Impact of Proposed Change to the Benchmark Index on the Investment Advisory Fee Rate” below.

Comparison of Proposed and Current Benchmark Indices

The Current Index is a market capitalization weighted-index measuring the performance of those Russell 3000^® companies with lowerprice-to-book ratios and lower forecasted growth values. The Proposed Index is a market capitalization weighted-index measuring the performance of small- andmid-cap companies within the Russell 3000^®Value Index. If the Proposal is approved by shareholders, the Fund will change its benchmark index from the Current Index to the Proposed Index. As of [April 30, 2019], small- andmid-sized companies constituted ___% of the Current Index and ___% of the Proposed Index.

The following chart compares the calendar year performance of both the Current Index and the Proposed Index for the past seven years. The chart shows how the two benchmarks have performed differently at times over this period.

The following chart shows how the monthly returns of the Fund’s Class A Shares, the Current Index, and the Proposed Index have performed for the period of December 15, 2011, the Fund’s inception date, through March 31, 2019.

Fund returns presented above include reinvestment of dividends, distributions, and capital gains, and are net of Fund expenses. The Fund’s portfolio may differ significantly from the securities held in the indices. The indices are not available for direct investment, therefore their performance does not reflect the expenses associated with the management organizationof an actual portfolio. The Fund’s past performance does not necessarily indicate how it will perform in the future.

Implementation of the Change in the Benchmark Index

If the Proposal is approved, the change in the Fund’s benchmark index will be implemented on a prospective basis beginning on or about [●] or as soon as practicable following the date of shareholder approval. However, because the Performance Adjustment is based upon a rolling36-month Performance Period, comparisons to the Proposed Index will not be fully implemented until 36 months after the Transactioneffective date of the benchmark index change. During the transition period, the Fund’s performance will be compared to the Current Index for the portion of the Performance Period prior to adoption of the Proposed Index, and to the performance of the Proposed Index for the remainder of the period.

For example, for the first month after the implementation of the Proposed Index, the Performance Adjustment would be calculated based on the performance of the Current Index for the past 35 months (performance which occurred before the Amended Advisory Agreement was effective) and the strategyProposed Index for the most recent month ended (performance that occurred after the Amended Advisory Agreement was effective). At the conclusion of the transition period, the performance of the Current Index would be eliminated from the Performance Adjustment calculation, and the calculation would include only the performance of the Proposed Index.

Impact of Proposed Change to the Benchmark Index on the Investment Advisory Fee Rate

While it is not possible to predict the effect of the Performance Adjustment on future overall compensation to Janus Capital since it will depend on the performance of the Fund relative to the investment record of its benchmark index and future changes to the size of the Fund, below is information to help you evaluate the impact of this change.

The following table shows: (i) the dollar amount of the actualinvestment advisory fee paid by the Fund, before and after application of the performance fee and any advisory fee waivers, for the fiscal years ended June 30, 2017 and June 30, 2018; (ii) the dollar amount of thepro formainvestment advisory fee that would have been paid by the Fund, before and after application of the performance fee and any advisory fee waivers, assuming the Proposed Index were in effect for the entire Performance Period; and (iii) the difference between the actual fees paid and thepro forma fees in dollars and as a percentage of the actual fees paid. Such percentage difference ispositive when the amount of thepro forma advisory fees would have beenlarger than

actual advisory fees paid, andnegative when the amount of thepro formaadvisory fees would have beensmaller than actual advisory fees paid.

As reflected above in the table, for the fiscal year ended June 30, 2017, the Fund would have paid more to Janus Capital had the Proposed Index been in place during this same period, as compared to the Current Index during the same period. For the fiscal year ended June 30, 2018, the Fund would have paid less to Janus Capital had the Proposed Index been in place during this same period, as compared to the Current Index during the same period.

It is important to remember that under the terms of the Amended Advisory Agreement, the change in the Fund’s benchmark index will actually occur on a gradual basis over the36-month period following shareholder approval of the Amended Advisory Agreement. Please refer to “Implementation of the Change in the Benchmark Index.” In addition, if the changes to the Fund’s investment strategies, as described above, had been in effect during the Fund’s last two fiscal years, it is likely that the Fund’s performance also would have been different. Accordingly, the comparison in the table above may be of limited use in evaluating the Proposal.

Calculation of the Performance Adjustment

If the average daily net assets of the Fund remain constant during a36-month Performance Period, current net assets will be the same as average net assets over the Performance Period and the maximum Performance Adjustment will be equivalent to 0.15% of current net assets. When current net assets vary from average net assets over the36-month Performance Period, the Performance Adjustment, as a percentage of current assets, may vary significantly, including at a rate more or less than 0.15%, depending upon whether the net assets of the Fund had been increasing or decreasing (and the amount of such increase or decrease) during the Performance Period. Note that if net assets for the Fund were increasing during the Performance Period, the total performance fee paid, measured in dollars, would be more than if the Fund had not increased its net assets during the Performance Period.

The following hypothetical examples illustrate the application of the Performance Adjustment for the Fund. The examples assume that the average daily net assets of the Fund remain constant during a36-month Performance Period. The Performance Adjustment would be a smaller percentage of current assets if the net assets of the Fund were increasing during the Performance Period, and a greater percentage of current assets if the net assets of the Fund were decreasing during the Performance Period. All numbers in the examples are rounded to the nearest

hundredth percent. The net assets of the Fund as of the fiscal years ended June 30, 2017 and June 30, 2018 were $111,124,402 and $60,151,687, respectively.

The monthly maximum positive or negative Performance Adjustment of 1/12^th of 0.15% of average net assets during the prior 36 months occurs if the Fund outperforms or underperforms its benchmark index by 5.00% over the same period. The Performance Adjustment is made in even increments for every 0.50% difference in the investment performance of the Fund’s Class A Shares (waiving the upfront sales charge) compared to the investment record of its benchmark index.

EXAMPLE 1: Fund Outperforms its Benchmark by 5.00%

If the Fund has outperformed its benchmark index by 5.00% during the preceding 36 months, the Fund would calculate the investment advisory fee as follows:

EXAMPLE 2: Fund Performance Tracks its Benchmark

If the Fund has tracked the performance of its benchmark index during the preceding 36 months, the Fund would calculate the investment advisory fee as follows:

EXAMPLE 3: Fund Underperforms its Benchmark by 5.00%

If the Fund has underperformed its benchmark index by 5.00% during the preceding 36 months, the Fund would calculate the investment advisory fee as follows:

Comparison of Current andPro Forma Expenses

The following tables describe the shareholder fees and annual fund operating expenses that you may pay if you buy and growinghold shares of the business followingFund under the Transaction;current fee structure applying the future plansCurrent Index and thepro formafee structure applying the Proposed Index, with and without fee waivers. Each share class has different expenses, but represents an investment in the same Fund. For purposes ofpro formacalculations, it is assumed that the Proposed Index was in place during the entire36-month Performance Period. The fees and expenses shown were determined based upon net assets as of June 30, 2018. For the 36 months ended June 30, 2018, the Fund outperformed the Current Index and the June 30, 2018 daily net assets were lower than the trailing36-month average daily net assets, resulting in the management fee shown

in the Annual Fund Operating Expenses table below. For the 36 months ended June 30, 2018, the Fund outperformed the Proposed Index and the June 30, 2018 daily net assets were lower than the trailing36-month average daily net assets, resulting in thepro formamanagement fee shown in the Annual Fund Operating Expenses table below. However, the Fund’s performance was better relative to the Current Index than the Proposed Index for the 36 months ended June 30, 2018, resulting in the actual management fee rate paid by the Fund being higher than thepro forma management fee rate that would have been paid by the Fund, as shown in the Annual Fund Operating Expenses table below.

Shareholder fees are those paid directly from your investment and may include sales loads.

Annual fund operating expenses are paid out of the Fund’s assets and include fees for portfolio management and administration services, including recordkeeping, subaccounting, and other shareholder services. You do not pay these fees directly but, as the examples show, these costs are borne indirectly by all shareholders.

The Trust, on behalf of the Fund, has entered into an expense waiver agreement with Janus and HendersonCapital. Pursuant to the expense waiver agreement, Janus Capital has agreed to reduce its investment advisory fee and/or reimburse certain operating expenses to the extent that total fund operating expenses exceed a specific percentage of average daily net assets, subject to certain limitations described in the expense waiver agreement. Additional details with respect to the Funds and any proposed changesexpense waiver agreement are described in the footnotes to the operations or structureAnnual Fund Operating Expenses table listed below. As a result of the Funds;expense waiver agreement, the actual Total Annual Operating Expenses may be less than the amount listed in the table.

Class C Shares		Fiscal Year End June 30, 2018				Pro Forma Based on Proposed Index
Maximum Sales Charge (load) Imposed on Purchases (as a percentage of offering price)			None				None
Maximum Deferred Sales Charge (load) (as a percentage of the lower of original purchase price or redemption proceeds)			1.00	%			1.00	%
ANNUAL FUND OPERATING EXPENSES (expenses that you pay each year as a percentage of the value of your investment)(1)
Management Fees (may adjust up or down)(2)			0.80	%			0.80	%
Distribution/Service(12b-1) Fees(3)			1.00	%			1.00	%
Other Expenses(4)			0.59	%			0.59	%
Total Annual Fund Operating Expenses(5)			2.39	%			2.39	%
Fee Waiver(5)			0.32	%			0.32	%
Total Annual Fund Operating Expenses After Fee Waiver(5)			2.07	%			2.07	%
Class D Shares		Fiscal Year End June 30, 2018				Pro Forma Based on Proposed Index
Maximum Sales Charge (load) Imposed on Purchases (as a percentage of offering price)			None				None
Maximum Deferred Sales Charge (load) (as a percentage of the lower of original purchase price or redemption proceeds)			None				None
ANNUAL FUND OPERATING EXPENSES (expenses that you pay each year as a percentage of the value of your investment)(1)
Management Fees (may adjust up or down)(2)			0.80	%			0.80	%
Distribution/Service(12b-1) Fees(3)			None				None
Other Expenses(4)			0.39	%			0.39	%
Total Annual Fund Operating Expenses(5)			1.19	%			1.19	%
Fee Waiver(5)			0.12	%			0.12	%
Total Annual Fund Operating Expenses After Fee Waiver(5)			1.07	%			1.07	%

Class S Shares		Fiscal Year End June 30, 2018				Pro Forma Based on Proposed Index
Maximum Sales Charge (load) Imposed on Purchases (as a percentage of offering price)			None				None
Maximum Deferred Sales Charge (load) (as a percentage of the lower of original purchase price or redemption proceeds)			None				None
ANNUAL FUND OPERATING EXPENSES (expenses that you pay each year as a percentage of the value of your investment)(1)
Management Fees (may adjust up or down)(2)			0.80	%			0.80	%
Distribution/Service(12b-1) Fees(3)			0.25	%			0.25	%
Other Expenses(4)			1.12	%			1.12	%
Total Annual Fund Operating Expenses(5)			2.17	%			2.17	%
Fee Waiver(5)			0.74	%			0.74	%
Total Annual Fund Operating Expenses After Fee Waiver(5)			1.43	%			1.43	%
Class I Shares		Fiscal Year End June 30, 2018				Pro Forma Based on Proposed Index
Maximum Sales Charge (load) Imposed on Purchases (as a percentage of offering price)			None				None
Maximum Deferred Sales Charge (load) (as a percentage of the lower of original purchase price or redemption proceeds)			None				None
ANNUAL FUND OPERATING EXPENSES (expenses that you pay each year as a percentage of the value of your investment)(1)
Management Fees (may adjust up or down)(2)			0.80	%			0.80	%
Distribution/Service(12b-1) Fees(3)			None				None
Other Expenses(4)			0.28	%			0.28	%
Total Annual Fund Operating Expenses(5)			1.08	%			1.08	%
Fee Waiver(5)			0.06	%			0.06	%
Total Annual Fund Operating Expenses After Fee Waiver(5)			1.02	%			1.02	%

Class N Shares		Fiscal Year End June 30, 2018				Pro Forma Based on Proposed Index
Maximum Sales Charge (load) Imposed on Purchases (as a percentage of offering price)			None				None
Maximum Deferred Sales Charge (load) (as a percentage of the lower of original purchase price or redemption proceeds)			None				None
ANNUAL FUND OPERATING EXPENSES (expenses that you pay each year as a percentage of the value of your investment)(1)
Management Fees (may adjust up or down)(2)			0.80	%			0.80	%
Distribution/Service(12b-1) Fees(3)			None				None
Other Expenses(4)			0.32	%			0.32	%
Total Annual Fund Operating Expenses(5)			1.12	%			1.12	%
Fee Waiver(5)			0.19	%			0.19	%
Total Annual Fund Operating Expenses After Fee Waiver(5)			0.93	%			0.93	%
Class T Shares		Fiscal Year End June 30, 2018				Pro Forma Based on Proposed Index
Maximum Sales Charge (load) Imposed on Purchases (as a percentage of offering price)			None				None
Maximum Deferred Sales Charge (load) (as a percentage of the lower of original purchase price or redemption proceeds)			None				None
ANNUAL FUND OPERATING EXPENSES (expenses that you pay each year as a percentage of the value of your investment)(1)
Management Fees (may adjust up or down)(2)			0.80	%			0.80	%
Distribution/Service(12b-1) Fees(3)			None				None
Other Expenses(4)			0.49	%			0.49	%
Total Annual Fund Operating Expenses(5)			1.29	%			1.29	%
Fee Waiver(5)			0.12	%			0.12	%
Total Annual Fund Operating Expenses After Fee Waiver(5)			1.17	%			1.17	%

EXAMPLES:

The following examples are based on expenses without waivers. These examples are intended to help you compare the cost of investing in the Fund, under both the Current Advisory Agreement and the future plansAmended Advisory Agreement, with the cost of investing in other mutual funds. The examples assume that you invest $10,000 in the Fund for the time periods indicated and reinvest all dividends and distributions. The examples also assume that your investment has a 5% return each

year and that the Fund’s operating expenses without waivers remain the same. Thepro forma calculations assume that the Performance Adjustment had been in effect for a36-month period as of June 30, 2018. Although your actual costs may be higher or lower, based on these assumptions your costs would be: