As filed with the Securities and Exchange Commission on August 30, 2018
Securities Act FileNo. 333-207814
Investment Company Act FileNo. 811-23112
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORMN-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 | ☑ | |
Pre-Effective Amendment No. | ☐ | |
Post-Effective Amendment No. 26 | ☑ | |
and/or | ||
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 | ☑ | |
Amendment No. 27 | ☑ |
(Check appropriate box or boxes.)
JANUS DETROIT STREET TRUST
(Exact Name of Registrant as Specified in Charter)
151 Detroit Street, Denver, Colorado 80206-4805
(Address of Principal Executive Offices) (Zip Code)
Registrant’s Telephone Number, including Area Code: 303-333-3863
Byron Hittle
151 Detroit Street
Denver, Colorado 80206-4805
(Name and Address of Agent for Service)
With Copies to:
Eric S. Purple
Stradley Ronon Stevens & Young, LLP
1250 Connecticut Avenue, N.W., Suite 500
Washington, District of Columbia 20036
It is proposed that this filing will become effective immediately pursuant to Rule 462(d) under the Securities Act of 1933, as amended.
JANUS DETROIT STREET TRUST
EXPLANATORY NOTE
This Post-Effective Amendment No. 26 to the Registration Statement on FormN-1A is filed pursuant to Rule 462(d) solely to add an exhibit not previously filed with such Registration Statement.
JANUS DETROIT STREET TRUST
(the “Trust”)
PART C – Other Information
ITEM 28. Exhibits
Exhibit (a) – Articles of Incorporation | ||
(a)(1) | Certificate of Trust is incorporated herein by reference as Exhibit (a)(1) toPre-Effective Amendment No. 1 to the Trust’s Registration Statement filed on FormN-1A with the Securities and Exchange Commission (the “SEC”) on February 18, 2016. | |
(a)(2) | Certificate of Amendment to the Certificate of Trust is incorporated herein by reference as Exhibit (a)(2) toPre-Effective Amendment No. 1 to the Trust’s Registration Statement filed on FormN-1A with the SEC on February 18, 2016. | |
(a)(3) | Amended and Restated Trust Instrument dated August 6, 2015 is incorporated herein by reference as Exhibit (a)(3) toPre-Effective Amendment No. 1 to the Trust’s Registration Statement filed on FormN-1A with the SEC on February 18, 2016. | |
(a)(3)(a) | Amended Schedule A dated April 18, 2016 to Amended and Restated Trust Instrument dated August 6, 2015 is incorporated herein by reference as Exhibit (a)(3)(a) to Post-Effective Amendment No. 4 to the Trust’s Registration Statement filed on FormN-1A with the SEC on June 7, 2016. | |
(a)(3)(b) | Amended Schedule A dated August 29, 2016 to Amended and Restated Trust Instrument dated August 6, 2015 is incorporated herein by reference as Exhibit (a)(3)(b) to Post-Effective Amendment No. 9 to the Trust’s Registration Statement filed on FormN-1A with the SEC on August 31, 2016. | |
(a)(3)(c) | Amended Schedule A dated June 5, 2017 to Amended and Restated Trust Instrument is incorporated herein by reference as Exhibit (a)(3)(c) to Post-Effective Amendment No. 22 to the Trust’s Registration Statement filed on FormN-1A with the SEC on December 29, 2017. | |
Exhibit (b) –By-laws | ||
(b)(1) | Amended and Restated Bylaws dated February 3, 2016 are incorporated herein by reference as Exhibit (b)(2) toPre-Effective Amendment No. 1 to the Trust’s Registration Statement filed on FormN-1A with the SEC on February 18, 2016. | |
Exhibit (c) – Instruments Defining Rights of Security Holders | ||
(c)(1) | Amended and Restated Trust Instrument dated August 6, 2015 is incorporated herein by reference as Exhibit (a)(3) toPre-Effective Amendment No. 1 to the Trust’s Registration Statement filed on FormN-1A with the SEC on February 18, 2016. | |
(c)(2) | Amended and Restated Bylaws dated February 3, 2016 are incorporated herein by reference as Exhibit (b)(2) toPre-Effective Amendment No. 1 to the Trust’s Registration Statement filed on FormN-1A with the SEC on February 18, 2016. |
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Exhibit (d) – Investment Advisory Contracts | ||
(d)(1) | Investment Advisory and Management Agreement by and between Janus Detroit Street Trust and Janus Capital Management LLC, dated May 30, 2017, is incorporated herein by reference as Exhibit (d)(1) to Post-Effective Amendment No. 22 to the Trust’s Registration Statement filed on FormN-1A with the SEC on December 29, 2017. | |
(d)(2) | Amendment to Investment Advisory and Management Agreement by and between Janus Detroit Street Trust and Janus Capital Management LLC, dated October 2, 2017, is incorporated herein by reference as Exhibit (d)(2) to Post-Effective Amendment No. 22 to the Trust’s Registration Statement filed on FormN-1A with the SEC on December 29, 2017. | |
Exhibit (e) – Underwriting Contracts | ||
(e)(1) | Distribution Agreement by and between Janus Detroit Street Trust and ALPS Distributors, Inc., dated February 10, 2016, is incorporated herein by reference as Exhibit (e)(1) to Post-Effective Amendment No. 22 to the Trust’s Registration Statement filed on FormN-1A with the SEC on December 29, 2017. | |
(e)(2) | Amendment to Distribution Agreement by and between Janus Detroit Street Trust and ALPS Distributors, Inc., dated October 24, 2016, is incorporated herein by reference as Exhibit (e)(2) to Post-Effective Amendment No. 22 to the Trust’s Registration Statement filed on FormN-1A with the SEC on December 29, 2017. | |
(e)(3) | Amendment to Distribution Agreement by and between Janus Detroit Street Trust and ALPS Distributors, Inc., dated October 2, 2017, is incorporated herein by reference as Exhibit (e)(3) to Post-Effective Amendment No. 22 to the Trust’s Registration Statement filed on FormN-1A with the SEC on December 29, 2017. | |
Exhibit (f) – Bonus or Profit Sharing Contracts (Not Applicable) | ||
Exhibit (g) – Custodian Agreements | ||
(g)(1) | Custodian Contract between Janus Detroit Street Trust and State Street Bank and Trust Company, dated February 4, 2016, is incorporated herein by reference as Exhibit (g)(1) toPre-Effective Amendment No. 1 to the Trust’s Registration Statement filed on FormN-1A with the SEC on February 18, 2016. | |
Exhibit (h) – Other Material Contracts | ||
(h)(1) | Administration Agreement between Janus Detroit Street Trust and Janus Capital Management LLC, dated February 22, 2016, is incorporated herein by reference as Exhibit (h)(1) to Post-Effective Amendment No. 23 to the Trust’s Registration Statement filed on FormN-1A with the SEC on February 28, 2018. | |
(h)(2) | Sub-Administration Agreement between State Street Bank and Trust Company and Janus Capital Management LLC, dated February 4, 2016, is incorporated herein by reference as Exhibit (h)(2) to Post-Effective Amendment No. 23 to the Trust’s Registration Statement filed on FormN-1A with the SEC on February 28, 2018. |
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(h)(3) | Transfer Agency and Service Agreement between State Street Bank and Trust Company and Janus Detroit Street Trust, dated February 4, 2016, is incorporated herein by reference as Exhibit (h)(3) toPre-Effective Amendment No. 1 to the Trust’s Registration Statement filed on FormN-1A with the SEC on February 18, 2016. | |
Exhibit (i) – Legal Opinion | ||
(i)(1) | Opinion and Consent of Fund Counsel is incorporated herein by reference as Exhibit (i)(1) toPre-Effective Amendment No. 1 to the Trust’s Registration Statement filed on FormN-1A with the SEC on February 18, 2016. | |
(i)(2) | Opinion and Consent of Fund Counsel is incorporated herein by reference as Exhibit (i)(2) to Post-Effective Amendment No. 4 to the Trust’s Registration Statement filed on FormN-1A with the SEC on June 7, 2016. | |
(i)(3) | Opinion and Consent of Fund Counsel is incorporated herein by reference as Exhibit (i)(3) to Post-Effective Amendment No. 14 to the Trust’s Registration Statement filed on FormN-1A with the SEC on November 16, 2016. | |
(i)(4) | Opinion and Consent of Fund Counsel is incorporated herein by reference as Exhibit (i)(4) to Post-Effective Amendment No. 16 to the Trust’s Registration Statement filed on FormN-1A with the SEC on December 5, 2016. | |
Exhibit (j) – Other Opinions (Not Applicable) | ||
Exhibit (k) – Omitted Financial Statements (Not Applicable) | ||
Exhibit (l) – Initial Capital Agreements (Not Applicable) | ||
Exhibit (m) –Rule 12b-1 Plan | ||
(m)(1) | Distribution and Shareholder Servicing Plan, dated February 10, 2016, is incorporated herein by reference as Exhibit (m)(1) to Post-Effective Amendment No. 23 to the Trust’s Registration Statement filed on FormN-1A with the SEC on February 28, 2018. | |
Exhibit (n) –Rule 18f-3 Plan (Not Applicable) | ||
Exhibit (o) – Reserved | ||
Exhibit (p) – Codes of Ethics | ||
(p)(1) | ALPS Distributors, Inc. Code of Ethics is incorporated herein by reference as Exhibit (p)(1) to Post-Effective Amendment No. 22 to the Trust’s Registration Statement filed on FormN-1A with the SEC on December 29, 2017. | |
(p)(2) | Janus Henderson Code of Ethics is incorporated herein by reference as Exhibit (p)(2) to Post-Effective Amendment No. 22 to the Trust’s Registration Statement filed on FormN-1A with the SEC on December 29, 2017. |
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Exhibit (q) – Power of Attorney | ||
(q)(1) | Powers of Attorney, dated August 30, 2018, are filed herewith. |
ITEM 29. Persons Controlled by or Under Common Control with Registrant
In addition to serving as the investment adviser of Janus Detroit Street Trust, Janus Capital Management LLC serves as the investment adviser of Clayton Street Trust, Janus Aspen Series, and Janus Investment Fund, three registeredopen-end investment management companies. Additionally, the officers of Clayton Street Trust, Janus Detroit Street Trust, Janus Aspen Series, and Janus Investment Fund are substantially identical. Nonetheless, Janus Detroit Street Trust takes the position that it is not under common control with such other Trusts because the power residing in the respective officers arises as a result of an official position with each respective Trust.
ITEM 30. Indemnification
A Delaware business trust may provide in its governing instrument for indemnification of its officers and trustees from and against any and all claims and demands whatsoever. Article IX, Section 2 of the Trust Instrument provides that the Registrant shall indemnify any present or former trustee, member of the Trust’s advisory board, officer or employee of the Registrant (“Covered Person”) to the fullest extent permitted by law against liability and all expenses reasonably incurred or paid by him in connection with any claim, action, suit or proceeding (“Action”) in which he becomes involved as a party or otherwise by virtue of his being or having been a Covered Person and against amounts paid or incurred by him in the settlement thereof, whether or not he is a Covered Person at the time such expenses are incurred. Indemnification will not be provided to a Covered Person adjudged by a court or other body to be liable to the Registrant or its shareholders by reason of “willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office” (“Disabling Conduct”), or not to have acted in good faith in the reasonable belief that his action was in the best interest of the Registrant. In the event of a settlement, no indemnification may be provided unless there has been a determination that such Covered Person did not engage in Disabling Conduct (i) by the court or other body approving the settlement; (ii) by at least a majority of those trustees who are neither interested persons, as that term is defined in the Investment Company Act of 1940 (“1940 Act”), of the Registrant (“Independent Trustees”), nor parties to the matter based upon a review of readily available facts (as opposed to a full trial type inquiry); or (iii) by written opinion of independent legal counsel based upon a review of readily available facts (as opposed to a full trial type inquiry).
Pursuant to Article IX, Section 3 of the Trust Instrument, if any present or former shareholder of any series (“Series”) of the Registrant shall be held personally liable solely by reason of his being or having been a shareholder and not because of his acts or omissions or for some other reason, the present or former shareholder (or his or her heirs, executors, administrators or other legal representatives or in the case of any entity, its general successor) may be entitled out of the assets belonging to the applicable Series to be held harmless from and indemnified against all loss and expense arising from such liability. The Registrant, on behalf of the affected Series, shall, upon request by such shareholder, assume the defense of any claim made against such shareholder for any act or obligation of the Series and satisfy any judgment thereon from the assets of the Series.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 (“1933 Act”) may be permitted to trustees, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and
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Exchange Commission, such indemnification is against public policy as expressed in the 1933 Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a trustee, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such trustee, officer or controlling person, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue.
ITEM 31. Business and Other Connections of Investment Adviser
The only business of Janus Capital Management LLC is to serve as the investment adviser and administrator of the Registrant and as investment adviser or subadviser to several other mutual funds, unregistered investment companies, and for individual, charitable, corporate, private, and retirement accounts. Business backgrounds of the principal executive officers and directors of the adviser that also hold positions with the Registrant are included under “Trustees and Officers” in the Statement(s) of Additional Information included in this Registration Statement. Business backgrounds of the principal executive officers of the investment adviser and their position(s) with the adviser and affiliated entities (in the last two years) are listed in Schedule A of the adviser’s Form ADV as filed with the Securities and Exchange Commission (FileNo. 801-13991, dated March 29, 2018, which information from such schedule is incorporated herein by reference.
ITEM 32. Principal Underwriters
(a) ALPS Distributors, Inc. acts as the distributor for the Registrant and the following investment companies: 1290 Funds, Acacia Trust, ALPS Series Trust, The Arbitrage Funds, AQR Funds, Barings Funds Trust, BBH Trust, Brandes Investment Trust, Broadview Funds Trust, Brown Capital Management Mutual Funds, Centre Funds, CION Ares Diversified Credit Fund, Columbia ETF Trust, Columbia ETF Trust I, Columbia ETF Trust II, Cortina Funds, Inc., CRM Mutual Fund Trust, CSOP ETF Trust, Cullen Funds Trust, DBX ETF Trust, ETFS Trust, Financial Investors Trust, Firsthand Funds, FS Credit Income Fund, FS Energy Total Return Fund, FS Series Trust, Goehring & Rozencwajg Investment Funds, Goldman Sachs ETF Trust, Griffin Institutional Access Credit Fund, Griffin Institutional Access Real Estate Fund, Hartford Funds Exchange-Traded Trust, Hartford Funds NextShares Trust, Harvest Volatility Edge Trust, Heartland Group, Inc., Henssler Funds, Inc., Holland Series Fund, Inc., Index Funds, IndexIQ Active ETF Trust, Index IQ ETF Trust, IVY NextShares Trust, James Advantage Funds, Janus Detroit Street Trust, Lattice Strategies Trust, Laudus Trust, Litman Gregory Funds Trust, Longleaf Partners Funds Trust, M3Sixty Funds Trust, Mairs & Power Funds Trust, Meridian Fund, Inc., Natixis ETF Trust, Northern Lights Fund Trust (on behalf of the 13D Activist Fund), NorthStar Real Estate Capital Income Fund, NorthStar Real Estate Capital IncomeFund-ADV, NorthStar Real Estate Capital IncomeFund-C, NorthStar Real Estate Capital IncomeFund-T, NorthStar/Townsend Institutional Real Estate Fund, Pax World Series Trust I, Pax World Funds Trust III, Principal Exchange-Traded Funds, Reality Shares ETF Trust, Resource Credit Income Fund, Resource Real Estate Diversified Income Fund, RiverNorth Funds, Segall Bryant & Hamill Trust, Sierra Total Return Fund, Smead Funds Trust, SPDR Dow Jones Industrial Average ETF Trust, SPDR S&P 500 ETF Trust, SPDR S&P MidCap 400 ETF Trust, Stadion Investment Trust, Stone Harbor Investment Funds, Stone Ridge Trust, Stone Ridge Trust II, Stone Ridge Trust III, Stone Ridge Trust IV, Stone Ridge Trust V, Total Income + Real Estate Fund, USCF ETF Trust, USCF Mutual Funds Trust, Wasatch Funds, WesMark Funds, and Wilmington Funds.
(b) To the best of Registrant’s knowledge, the directors and executive officers of ALPS Distributors, Inc., are as follows:
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Name* | Position with ALPS Distributors, Inc. | |
Edmund J. Burke | Director | |
Jeremy O. May | President, Director | |
Bradley J. Swenson | Senior Vice President, Chief Operating Officer | |
Robert J. Szydlowski | Senior Vice President, Chief Technology Officer | |
Eric T. Parsons | Vice President, Controller and Assistant Treasurer | |
Joseph J. Frank** | Secretary | |
Patrick J. Pedonti ** | Vice President, Treasurer and Assistant Secretary | |
Douglas W. Fleming** | Assistant Treasurer | |
Steven Price | Senior Vice President, Chief Compliance Officer | |
Liza Orr | Vice President, Senior Counsel | |
Jed Stahl | Vice President, Senior Counsel | |
Josh Eihausen | Vice President, Associate Senior Counsel | |
Troy A. Duran | Senior Vice President, Chief Financial Officer | |
James Stegall | Vice President | |
Gary Ross | Senior Vice President | |
Kevin Ireland | Senior Vice President | |
Mark Kiniry | Senior Vice President | |
Tison Cory | Vice President, Intermediary Operations | |
Stephen J. Kyllo | Vice President, Deputy Chief Compliance Officer | |
Hilary Quinn | Vice President | |
Jennifer Craig | Assistant Vice President |
* Except as otherwise noted, the principal business address for each of the above directors and executive officers is 1290 Broadway, Suite 1100, Denver, Colorado 80203.
** The principal business address for Messrs. Pedonti, Frank and Fleming is 333 W. 11th Street, 5th Floor, Kansas City, Missouri 64105.
(c) Not Applicable.
ITEM 33. Location of Accounts and Records
The accounts, books and other documents required to be maintained by Section 31(a) of the Investment Company Act of 1940, as amended, and the rules promulgated thereunder are maintained by Janus Capital Management LLC, 151 Detroit Street, Denver, Colorado 80206-4805, and 720 South Colorado Blvd., Denver, Colorado 80206-1929; Iron Mountain, 5151 E. 46th Avenue, Denver, Colorado 80216, 11333 E. 53rd Avenue, Denver, Colorado 80239, and 3576 Moline Street, Aurora, Colorado 80010; State Street Bank and Trust Company, P.O. Box 0351, Boston, Massachusetts 02117-0351, John Adams Building, 1776 Heritage Drive, North Quincy, Massachusetts 02171, and Josiah Quincy Building, 200 Newport Avenue, North Quincy, Massachusetts 02171; State Street Corporation, State Street Global Advisors, Inc., State Street Global Markets, LLC, State Street Financial Center, One Lincoln Street, Boston, Massachusetts 02111; State Street Kansas City, 801 Pennsylvania Avenue, Tower 1, Kansas City, Missouri 64105; and ALPS Distributors Inc., 1290 Broadway, Suite 1100, Denver, Colorado 80203.
ITEM 34. Management Services
The Registrant has no management-related service contracts that are not discussed in Part A or Part B of this form.
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ITEM 35. Undertakings
Not Applicable.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, the Registrant has duly caused this Post-Effective Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, and State of Colorado, on the 30th day of August, 2018.
JANUS DETROIT STREET TRUST
By: | /s/ Bruce L. Koepfgen | |
Bruce L. Koepfgen, President and | ||
Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following person(s) in the capacities and on the dates indicated.
Signature | Title | Date | ||
/s/ Bruce L. Koepfgen Bruce L. Koepfgen | President and Chief Executive Officer (Principal Executive Officer) | August 30, 2018 | ||
/s/ Jesper Nergaard Jesper Nergaard | Vice President, Chief Financial Officer, Treasurer and Principal Accounting Officer (Principal Financial Officer and Principal Accounting Officer) | August 30, 2018 | ||
Clifford J. Weber* Clifford J. Weber | Chairman and Trustee | August 30, 2018 | ||
Maureen T. Upton* Maureen T. Upton | Trustee | August 30, 2018 | ||
Jeffrey B. Weeden* Jeffrey B. Weeden | Trustee | August 30, 2018 | ||
Michael Drew Elder* Michael Drew Elder | Trustee | August 30, 2018 |
/s/ Jesper Nergaard
*By: Jesper Nergaard
Attorney-in-Fact
Powers of Attorney, dated August 30, 2018, filed herewith.
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EXHIBIT INDEX
Exhibit No. | Exhibit | |
(q)(1) | Power of Attorney |
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