UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. ______________ )
Filed by the Registrant [X]
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Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY
RULE 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-12
JANUS INVESTMENT FUND
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(Exact Name of Registrant as Specified in Charter)
151 Detroit Street, Denver, Colorado 80206-4805
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(Address of Principal Executive Offices)
303-333-3863
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(Registrant's Telephone No., including Area Code)
Stephanie Grauerholz-Lofton -- 151 Detroit Street, Denver, Colorado 80206-4805
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(Name and Address of Agent for Service)
Payment of Filing Fee (check the appropriate box):
[X] No fee required.
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pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee
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PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED IN THIS
FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY VALID OMB
CONTROL NUMBER.
SEC 1913 (04-05)
FOR SHAREHOLDERS OF
JANUS INVESTMENT FUND
(THE "TRUST")
(JANUS LOGO)
March 26, 2010
Dear Shareholder:
As a shareholder of one or more Janus mutual funds, the Board of Trustees
for your Fund is requesting that you vote on one or more of the five proposals
that will be presented to shareholders at two Special Meetings of Shareholders
to be held on June 10, 2010. The various proposals are briefly summarized below
and in the Synopsis section that precedes the enclosed joint proxy statement
(the "Proxy Statement"). The Proxy Statement includes a detailed discussion of
each of the proposals, which you should read carefully. The Board of Trustees
recommends that you vote to approve all of the applicable proposals presented
for your consideration.
The first special meeting will occur at 9:30 a.m. and relates to PROPOSAL
1, WHICH APPLIES TO ALL JANUS FUNDS. Proposal 1 asks that shareholders elect ten
Trustees to serve on the Board of Trustees. Eight of the individuals you are
being asked to consider for election currently serve on the Funds' Board of
Trustees and the remaining two nominees would become new Trustees upon election.
Because two Trustees will retire effective December 31, 2010 in accordance with
the retirement policy set by the Trustees, the Board is seeking to add two
independent Trustees to maintain the number of Trustees at eight following their
retirement. Each nominee is considered "independent," meaning that the nominee
is not affiliated with the Funds' adviser or its related entities, and if
elected would serve as an "Independent Trustee."
The second special meeting will occur at 10:00 a.m. and relates to
Proposals 2, 3, 4 and 5 which apply to specific Funds. PROPOSAL 2 SEEKS
SHAREHOLDER APPROVAL TO ADD "PERFORMANCE FEES" AS PART OF THE INVESTMENT
ADVISORY FEE STRUCTURE FOR FIVE FUNDS: JANUS FORTY FUND, JANUS FUND, JANUS
GLOBAL OPPORTUNITIES FUND, JANUS OVERSEAS FUND AND JANUS TWENTY FUND. By adding
a performance fee structure, the advisory fee paid to each Fund's adviser, Janus
Capital Management LLC ("Janus Capital"), would change from a fixed-rate fee to
a fee that varies based on the Fund's performance relative to its benchmark
index. The Board of Trustees has previously approved performance-based advisory
fees for a number of Janus funds, and believes that moving to a fee schedule
that moves up or down based upon a Fund's performance better aligns the
interests of the Fund's manager with those of the shareholders of the Fund.
PROPOSAL 3 APPLIES TO JANUS GLOBAL REAL ESTATE FUND ONLY, and seeks
shareholder approval to change the benchmark index currently used to calculate
the performance-based investment advisory fee the Fund pays to the Fund's
adviser. The independent third-party that created the Fund's current benchmark
index has created a new index, which the Board of Trustees believes better
reflects the investment approach of the Fund, and, as a result, would be more
appropriate to compare against the Fund's performance.
Finally, PROPOSALS 4 AND 5 APPLY TO JANUS GLOBAL OPPORTUNITIES FUND ONLY.
Proposal 4 seeks shareholder approval to amend the investment advisory agreement
between the Fund and Janus Capital, the Fund's investment adviser, to allow
Janus Capital to engage a subadviser for the Fund. Proposal 5 seeks shareholder
approval of a new subadvisory agreement between Janus Capital and Perkins
Investment Management LLC ("Perkins"), the proposed subadviser for the Fund. As
discussed in greater detail in the attached materials, these changes are part of
a larger effort to focus the Fund's investment approach primarily on value
investing. If shareholders approve the new subadvisory agreement, Perkins will
assume the day-to-day management of the Fund, and the Fund's current portfolio
manager, Gregory Kolb, will continue to manage the Fund, although as an employee
of Perkins rather than Janus Capital. Note that Janus Capital, and not the Fund,
is responsible for paying the subadviser's fee. If Fund shareholders approve a
performance-based fee for the Fund as discussed in Proposal 2, then the
subadvisory fee Janus Capital pays the Fund's subadviser would also be a
performance-based fee.
THE INDEPENDENT TRUSTEES OF THE FUNDS BELIEVE THAT EACH PROPOSAL IS IN THE
BEST INTEREST OF EACH FUND, AS APPLICABLE, AND ITS SHAREHOLDERS AND HAVE
RECOMMENDED THAT SHAREHOLDERS VOTE "FOR" THE PROPOSAL(S) APPLICABLE TO THEIR
FUND.
You can vote in one of four ways:
- BY MAIL with the enclosed proxy card(s);
- BY INTERNET through the website listed in the proxy voting instructions;
- BY TELEPHONE by calling the toll-free number listed on your proxy card(s)
and following the recorded instructions; or
- IN PERSON at the Special Meetings of Shareholders on June 10, 2010.
Your vote is important, so please read the enclosed Proxy Statement
carefully and submit your vote. If you have any questions about the proposal(s),
please call the proxy solicitor, D.F. King & Co., Inc., at 1-800-825-0898.
Thank you for your consideration of the proposal(s). We value you as a
shareholder and look forward to our continued relationship.
Sincerely,
/s/ William F. McCalpin
William F. McCalpin
Chairman of the Board of
Janus Investment Fund
(JANUS LOGO)
JANUS INVESTMENT FUND
151 DETROIT STREET
DENVER, COLORADO 80206
NOTICE OF JOINT SPECIAL MEETINGS OF SHAREHOLDERS
Notice is hereby given that a joint Special Meeting of Shareholders of
Janus Investment Fund (the "Trust," each separate series thereof, a "Fund"), has
been called to be held at the JW Marriott Hotel, 150 Clayton Lane, Denver,
Colorado 80206, on June 10, 2010, at 9:30 a.m. Mountain Time. At the meeting,
shareholders of each Fund will be asked to vote on the proposal set forth below
and to transact such other business, if any, as may properly come before the
meeting.
Proposal 1. To elect ten Trustees, each of whom is considered
"independent."
Further notice is hereby given that a separate joint Special Meeting of
Shareholders of the Trust on behalf of specific Funds as indicated below, has
been called to be held at the JW Marriott Hotel, 150 Clayton Lane, Denver,
Colorado 80206, on June 10, 2010, at 10:00 a.m. Mountain Time. At the meeting,
shareholders of each Fund noted below will be asked to vote on the proposals set
forth below, as applicable, and to transact such other business, if any, as may
properly come before the meeting.
Proposal 2. To approve an amended and restated investment advisory
agreement between the Fund and Janus Capital Management LLC
("Janus Capital") to change the investment advisory fee rate
from a fixed rate to a rate that adjusts up or down based upon
the Fund's performance relative to its benchmark index for the
following Funds:
a. Janus Forty Fund
b. Janus Fund
c. Janus Global Opportunities Fund
d. Janus Overseas Fund
e. Janus Twenty Fund
Proposal 3. For Janus Global Real Estate Fund only, to approve an amended
and restated investment advisory agreement between the Fund
and Janus Capital to change the Fund's benchmark index for
purposes of calculating the performance-based investment
advisory fee.
Proposal 4. For Janus Global Opportunities Fund only, to approve an
amended and restated investment advisory agreement between the
Fund and Janus Capital to allow Janus Capital to engage a
subadviser for the Fund.
Proposal 5. For Janus Global Opportunities Fund only, to approve a
subadvisory agreement between Janus Capital, the Fund's
investment adviser, and Perkins Investment Management LLC
("Perkins"), that appoints Perkins as subadviser to the Fund.
Unless otherwise indicated, the first joint Special Meeting of Shareholders
of the Trust and the second joint Special Meeting of Shareholders of the Trust
(together with any adjournments or postponements thereof) are each referred to
herein as the "Meeting" and together, the "Meetings."
Shareholders of record of each Fund, as of the close of business on March
17, 2010, will receive notice of the Meetings and will be entitled to vote at
the Meetings with respect to proposals applicable to their Fund.
IF YOU DO NOT EXPECT TO ATTEND THE MEETING PLEASE COMPLETE, SIGN, AND DATE
THE ENCLOSED PROXY CARD(S) AND RETURN IT IN THE ENCLOSED ADDRESSED ENVELOPE,
WHICH NEEDS NO POSTAGE IF MAILED IN THE UNITED STATES, OR TAKE ADVANTAGE OF THE
INTERNET OR TELEPHONIC VOTING PROCEDURES DESCRIBED ON THE ENCLOSED PROXY
CARD(S). PROMPT RETURN OF THE ENCLOSED PROXY CARD(S) (OR VOTING BY INTERNET OR
TELEPHONE) WILL HELP YOUR FUND TO AVOID THE EXPENSES OF ADDITIONAL
SOLICITATIONS. 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/ Robin C. Beery
Robin C. Beery
President and Chief Executive Officer of
Janus Investment Fund
March 26, 2010
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR
THE SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 10, 2010:
THE ENCLOSED PROXY STATEMENT IS AVAILABLE FREE OF CHARGE AT
JANUS.COM/FUNDUPDATE.
THE FUNDS' MOST RECENT ANNUAL REPORT AND ANY MORE RECENT SEMIANNUAL REPORT,
ARE AVAILABLE FREE OF CHARGE AT JANUS.COM/INFO.
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.
1. INDIVIDUAL ACCOUNT: Sign your name exactly as it appears in the
registration on the proxy card.
2. JOINT ACCOUNT: Either party may sign, but the name of the party signing
should conform exactly to the name shown in the registration on the
proxy card.
3. ALL OTHER ACCOUNTS: The capacity of the individual signing the proxy
card should be indicated unless it is reflected in the form of
registration. For example:
<Table>
<Caption>
REGISTRATION VALID SIGNATURE
------------ ---------------
Corporate Account
(1) ABC Corp. ABC Corp.
(2) ABC Corp. John Doe, Treasurer
(3) ABC Corp. c/o John Doe, Treasurer John Doe
(4) ABC Corp. Profit Sharing Plan John Doe, Trustee
Trust Account
(1) ABC Trust Jane B. Doe, Trustee
(2) Jane B. Doe, Trustee u/t/d 12/28/78 Jane B. Doe
Custodial or Estate Account
(1) John B. Smith, Cust. f/b/o John B. Smith
John B. Smith, Jr. UGMA
(2) Estate of John B. Smith John B. Smith, Jr., Executor
</Table>
TABLE OF CONTENTS
<Table>
SYNOPSIS................................................ 1
JOINT PROXY STATEMENT................................... 10
Proposal 1 - Election of Trustees..................... 12
Introduction....................................... 12
General Information Regarding the Board of
Trustees......................................... 15
Committees of the Board of Trustees................ 16
Process for Identifying and Evaluating Trustee
Nominees and Nominee Qualifications.............. 17
Board Oversight of Risk Management................. 19
Share Ownership.................................... 20
Compensation of Trustees........................... 21
Officers of the Trust.............................. 22
Proposal 2 - Approve an Amended and Restated
Investment Advisory Agreement Related to
Introduction of Performance Incentive Investment
Advisory Fee Structure............................. 23
Introduction....................................... 23
Board Consideration, Approval and Recommendation... 24
Information Concerning the Adviser................. 27
Comparison of the Current and Proposed Amended
Advisory Agreements.............................. 28
Comparison of Current and Pro Forma Advisory Fees
During the Previous Fiscal Year.................. 35
Proposal 2.a. - Janus Forty Fund................... 37
Hypothetical Example............................. 37
Comparison of Current and Pro Forma Expenses..... 38
Shareholder Fees................................. 39
Annual Fund Operating Expenses................... 39
Proposal 2.b. - Janus Fund......................... 42
Hypothetical Example............................. 42
Comparison of Current and Pro Forma Expenses..... 43
Shareholder Fees................................. 44
Annual Fund Operating Expenses................... 44
Proposal 2.c. - Janus Global Opportunities Fund.... 47
Hypothetical Example............................. 47
Comparison of Current and Pro Forma Expenses..... 48
Shareholder Fees................................. 49
Annual Fund Operating Expenses................... 49
Proposal 2.d. - Janus Overseas Fund................ 52
Hypothetical Example............................. 52
Comparison of Current and Pro Forma Expenses..... 53
Shareholder Fees................................. 54
</Table>
i
<Table>
Annual Fund Operating Expenses................... 54
Proposal 2.e. - Janus Twenty Fund.................. 58
Hypothetical Example............................. 58
Comparison of Current and Pro Forma Expenses..... 59
Shareholder Fees................................. 59
Annual Fund Operating Expenses................... 60
Required Vote......................................... 61
Proposal 3 - Approve an Amended and Restated
Investment Advisory Agreement to Change the Fund's
Benchmark Index for Purposes of Calculating the
Performance-Based Investment Advisory Fee.......... 62
Introduction....................................... 62
Board Consideration, Approval and Recommendation... 63
Information Concerning the Adviser................. 64
Comparison of the Current Advisory Agreement and
Proposed Advisory Agreement...................... 64
Impact of Proposed Change to the Benchmark Index on
the Investment Advisory Fee Rate................. 69
Comparison of Proposed and Current Benchmark
Indices.......................................... 69
Implementation of the Change in the Benchmark
Index............................................ 71
Calculation of the Performance Adjustment.......... 71
Comparison of Current and Pro Forma Expenses....... 73
Shareholder Fees................................... 73
Annual Fund Operating Expenses..................... 74
Required Vote......................................... 77
Proposals 4 and 5 - General Information............... 77
Introduction....................................... 77
Board Consideration, Approval and Recommendation... 79
Proposal 4 - Approve an Amended and Restated
Investment Advisory Agreement Between the Trust and
Janus Capital...................................... 82
Information Concerning the Adviser................. 82
Summary of the Current Advisory Agreement and the
Proposed Amended Advisory Agreement.............. 83
Description of the Current Advisory Agreement.... 83
Description of the Proposed Amended Advisory
Agreement..................................... 84
Required Vote......................................... 85
Proposal 5 - Approve a Subadvisory Agreement Between
Janus Capital and Perkins.......................... 85
Information Concerning the Subadviser.............. 85
Summary of the Current Advisory Agreement and the
Proposed Subadvisory Agreement................... 86
Description of the Current Advisory Agreement.... 86
Description of the Proposed Subadvisory
Agreement..................................... 87
</Table>
ii
<Table>
Required Vote......................................... 89
Fund Service Providers................................ 89
Independent Registered Public Accounting Firm......... 96
ADDITIONAL INFORMATION ABOUT THE MEETINGS............... 99
Quorum and Voting..................................... 99
Share Ownership....................................... 101
Solicitation of Proxies............................... 101
Fund Transactions..................................... 103
Legal Matters......................................... 104
Shareholder Proposals for Subsequent Meetings......... 104
Shareholder Communications............................ 104
Reports to Shareholders and Financial Statements...... 105
Other Matters to Come Before the Meetings............. 105
APPENDICES.............................................. 106
Appendix A - Nominating and Governance Committee
Charter............................................ A-1
Appendix B - Nominee Ownership........................ B-1
Appendix C - Principal Officers of the Trust and Their
Principal Occupations.............................. C-1
Appendix D - Form of Proposed Amended and Restated
Investment Advisory Agreement (Performance-Based
Fees).............................................. D-1
Appendix E - Other Funds Managed by Janus Capital with
Similar Investment Objectives...................... E-1
Appendix F - Principal Executive Officers and
Directors of Janus Capital and Perkins and Their
Principal Occupations.............................. F-1
Appendix G - Form of Proposed Amended and Restated
Investment Advisory Agreement (Benchmark Change)... G-1
Appendix H - Form of Proposed Sub-Advisory Agreement.. H-1
Appendix I - Form of Proposed Amended and Restated
Investment Advisory Agreement (Engaging a
Subadviser)........................................ I-1
Appendix J - Other Funds Managed by Perkins with
Similar Investment Objectives...................... J-1
Appendix K - Number of Outstanding Shares and Net
Assets............................................. K-1
Appendix L - 5% Beneficial Owners of Outstanding
Shares............................................. L-1
Appendix M - Legal Matters............................ M-1
</Table>
iii
SYNOPSIS
The following synopsis is intended to provide an overview of the
information provided in the joint proxy statement (the "Proxy Statement") and to
summarize the proposals to be considered at the two joint Special Meetings of
Shareholders, or at any adjournment or postponement thereof (each a "Meeting,"
and together, the "Meetings").
WHAT PROPOSALS AM I BEING ASKED TO VOTE ON?
There are several proposals that are being voted on at the Meetings. Not
all of these proposals will impact your Fund. Please refer to the following
table as a reference for which proposal(s) applies to you.
<Table>
<Caption>
PROPOSALS
------------------------------------------------------------------------------------------------------
FIRST JOINT
SPECIAL MEETING SECOND JOINT SPECIAL MEETING
------------------ --------------------------------------------------------
2
(2.A., 2.B., 2.C.,
2.D., 2.E.) 3 4
(PERFORMANCE- (CHANGE IN (AMENDED 5
1 BASED PRIMARY ADVISORY (SUBADVISORY
FUND (TRUSTEE ELECTION) ADVISORY FEE) BENCHMARK) AGREEMENT) AGREEMENT)
---- ------------------ ------------------ ---------- ---------- ------------
Janus Balanced Fund X
Janus Contrarian Fund X
Janus Enterprise Fund X
Janus Flexible Bond Fund X
Janus Forty Fund X X
Janus Fund X X
Janus Global Life
Sciences Fund X
Janus Global
Opportunities Fund X X X X
Janus Global Real Estate
Fund X X
Janus Global Research
Fund X
Janus Global Technology
Fund X
Janus Government Money
Market Fund X
Janus Growth and Income
Fund X
Janus High-Yield Fund X
Janus International
Equity Fund X
Janus International
Forty Fund X
Janus Long/Short Fund X
Janus Modular Portfolio
Construction(R)Fund X
Janus Money Market Fund X
Janus Orion Fund X
Janus Overseas Fund X X
Janus Research Core Fund X
Janus Research Fund X
Janus Short-Term Bond
Fund X
Janus Smart
Portfolio - Conserva-
tive X
Janus Smart
Portfolio - Growth X
Janus Smart
Portfolio - Moderate X
Janus Triton Fund X
Janus Twenty Fund X X
Janus Venture Fund X
</Table>
1
<Table>
<Caption>
PROPOSALS
------------------------------------------------------------------------------------------------------
FIRST JOINT
SPECIAL MEETING SECOND JOINT SPECIAL MEETING
------------------ --------------------------------------------------------
2
(2.A., 2.B., 2.C.,
2.D., 2.E.) 3 4
(PERFORMANCE- (CHANGE IN (AMENDED 5
1 BASED PRIMARY ADVISORY (SUBADVISORY
FUND (TRUSTEE ELECTION) ADVISORY FEE) BENCHMARK) AGREEMENT) AGREEMENT)
---- ------------------ ------------------ ---------- ---------- ------------
Janus Worldwide Fund X
INTECH Risk-Managed Core
Fund X
INTECH Risk-Managed
Growth Fund X
INTECH Risk-Managed
International Fund X
INTECH Risk-Managed
Value Fund X
Perkins Large Cap Value
Fund X
Perkins Mid Cap Value
Fund X
Perkins Small Cap Value
Fund X
</Table>
PROPOSAL 1: ELECTION OF TRUSTEES
WHY AM I BEING ASKED TO ELECT TRUSTEES?
The Trustees oversee the management and operations of your Fund on your
behalf. Certain regulations require that a majority of the Trustees be elected
by shareholders and while the Funds are not required, and do not intend, to hold
annual shareholder meetings for the purpose of electing Trustees, under the
terms of a settlement reached between Janus Capital Management LLC ("Janus
Capital") and the Securities and Exchange Commission in August 2004, commencing
in 2005 and not less than every fifth calendar year thereafter, the Funds are
obligated to hold a meeting of shareholders to elect Trustees. The last
shareholder meeting to elect Trustees occurred in 2005. The Board of Trustees of
your Fund (the "Board") is currently comprised of eight Trustees, all of whom
are independent. Two Trustees will retire effective December 31, 2010 in
accordance with the retirement policy set by the Trustees. The Board is seeking
to add two independent Trustees to maintain the number of Trustees at eight
going forward. All eight members of the current Board and two new members will
stand for election at the Meeting and, if approved, all ten members will serve
on the Board until two of those members retire effective December 31, 2010.
2
PROPOSAL 2: APPROVE AN AMENDED AND RESTATED INVESTMENT ADVISORY
AGREEMENT - PERFORMANCE FEE (JANUS FORTY FUND, JANUS FUND, JANUS
GLOBAL OPPORTUNITIES FUND, JANUS OVERSEAS FUND AND JANUS TWENTY
FUND ONLY)
WHY IS THE BOARD PROPOSING MOVING TO A PERFORMANCE-BASED FEE SCHEDULE FOR
CERTAIN FUNDS?
The Board believes that a fee schedule that adjusts based upon the positive
or negative performance of a Fund, relative to its benchmark index, better
aligns the interests of the portfolio manager and Janus Capital with those of
the Fund's shareholders. Currently, each Fund pays an advisory fee at a fixed
annual rate. As proposed, the rate of the investment advisory fee payable to
Janus Capital would decrease when a Fund does not perform well over a certain
time period, relative to its benchmark index, and would increase during periods
when the Fund outperforms its benchmark index. Janus Capital believes that the
proposed advisory fee structure will enable it to maintain the quality of
services it provides to each Fund and to attract and retain talented investment
personnel.
WHAT EFFECT WILL MOVING TO A PERFORMANCE-BASED FEE SCHEDULE FOR CERTAIN FUNDS
HAVE UPON THE INVESTMENT ADVISORY FEE RATE EACH FUND PAYS TO JANUS CAPITAL?
It is not possible to predict the effect of the performance adjustment on
future overall compensation paid by a Fund to Janus Capital, since any
adjustment will depend on the cumulative performance of the Fund relative to the
approved Fund benchmark index, as well as future changes to the size of the Fund
over the specified performance period. That being said, the proxy statement
contains information to help you evaluate the impact of this proposed change in
the fee structure.
PROPOSAL 3: APPROVE AN AMENDED AND RESTATED INVESTMENT ADVISORY
AGREEMENT - BENCHMARK CHANGE (JANUS GLOBAL REAL ESTATE FUND ONLY)
WHY IS JANUS CAPITAL PROPOSING TO CHANGE JANUS GLOBAL REAL ESTATE FUND'S
BENCHMARK INDEX?
At the time Janus Global Real Estate Fund was launched in 2007, the Fund's
current benchmark index, the FTSE EPRA/NAREIT Developed Index ("Developed
Index"), was the most appropriate benchmark index available for purposes of
comparative analysis of the Fund's performance, as both the Developed Index and
the Fund included exposure to global markets. The Fund, however, also included
exposure to emerging markets, but at that time, there was no comparable
benchmark index available with emerging markets exposure. Recently, FTSE Group
("FTSE") created the FTSE EPRA/NAREIT Global Index ("Global Index"), which
broadens the exposure offered by the Developed Index by including exposure to
emerging markets. Since Janus Global Real Estate Fund's strategy allows the
portfolio manager to invest in emerging market securities, and the Fund's
portfolio manager expects to continue investing in such securities, Janus
Capital proposed, and the Board of Trustees agreed, that the Global Index is a
more appropriate benchmark index for purposes of measuring the Fund's
3
performance. As of December 31, 2009, 2.9% of the Fund's investments were in
emerging markets securities. This change in benchmark index requires shareholder
approval because the benchmark index is used as part of the calculation to
determine the performance fee paid by the Fund to Janus Capital.
WILL THE CHANGE IN THE BENCHMARK INDEX FOR JANUS GLOBAL REAL ESTATE FUND RESULT
IN A CHANGE TO THE INVESTMENT OBJECTIVE OR STRATEGIES OF THE FUND?
No. The investment objective will remain the same, which is to seek total
return through a combination of capital appreciation and current income. The
Fund expects to maintain its current investment parameters of investing at least
80% of its net assets plus the amount of any borrowings for investment purposes,
in equity and debt securities of real estate-related companies, which can be
U.S. and non-U.S. real estate companies. In addition, the Fund will continue to
concentrate 25% or more of its net assets in securities of issuers in real
estate or real estate-related industries. With respect to the Fund's investments
in non-U.S. real estate companies, the Fund expects that, under normal market
conditions, it will maintain investments in issuers from several different
developed countries, including the U.S., and also will continue to be able to
invest up 15% of its net assets in emerging markets.
WHAT EFFECT WILL THE BENCHMARK INDEX CHANGE FOR JANUS GLOBAL REAL ESTATE FUND
HAVE UPON THE INVESTMENT ADVISORY FEE RATE THE FUND PAYS TO JANUS CAPITAL?
Janus Global Real Estate Fund pays Janus Capital a fee that adjusts up or
down based on the Fund's performance compared to its benchmark index,
essentially called a performance fee. The benchmark index change will not alter
the base fee component of the investment advisory fee, which is an annualized
rate of 0.75% of the average daily closing net asset value of the Fund. Whether
the change in the benchmark index to the Global Index results in an increase or
decrease in the performance fee component of the advisory fees that otherwise
would have been paid by the Fund depends on whether the Fund's future
performance compares more favorably with the Global Index or the Developed
Index. As discussed in the Proxy Statement, based on a pro forma analysis of the
Fund's past performance over comparable periods under identical assumptions,
Janus Capital would have been paid a slightly higher advisory fee if the Global
Index was used to calculate the performance fee component. While it is not
possible to predict the effect of the performance adjustment on future overall
compensation paid by the Fund to Janus Capital, since any adjustment will depend
on the future cumulative performance of the Fund relative to the approved Fund
benchmark index, as well as future changes to the size of the Fund over the
specified period of time, this proxy statement contains information to help you
evaluate the impact of this change.
4
PROPOSAL 4: APPROVE AN AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
(JANUS GLOBAL OPPORTUNITIES FUND ONLY)
WHY AM I BEING ASKED TO APPROVE AN AMENDMENT TO THE INVESTMENT ADVISORY
AGREEMENT FOR JANUS GLOBAL OPPORTUNITIES FUND?
As further explained below and in Proposal 5, Janus Capital believes it is
in the best interest of Janus Global Opportunities Fund to transition the Fund's
investment management to Perkins Investment Management LLC ("Perkins") to serve
as subadviser to the Fund. In order to do this, however, modifications must be
made to the investment advisory agreement currently in place between the Fund
and Janus Capital that will allow Janus Capital to engage Perkins, or any other
eligible entity, as the Fund's subadviser. The modifications will also set out
that the obligation to compensate Perkins, or any other subadviser, is the
responsibility of Janus Capital, not the Fund.
WILL THE AMENDMENT TO THE INVESTMENT ADVISORY AGREEMENT FOR JANUS GLOBAL
OPPORTUNITIES FUND INCREASE THE FUND'S INVESTMENT ADVISORY FEE RATE?
No. The investment advisory fee rate paid by the Fund will not increase as
a result of the amendment to the investment advisory agreement. Please keep in
mind that shareholders of the Fund are, however, being asked to approve a
performance-based investment advisory fee payable by the Fund to Janus Capital,
as described above and in Proposal 2.c. Accordingly, if shareholders of the Fund
approve the performance-based investment fee structure under Proposal 2.c.,
Janus Capital's fee rate will adjust up or down based on the Fund's future
performance.
PROPOSAL 5: APPROVE A SUBADVISORY AGREEMENT (JANUS GLOBAL OPPORTUNITIES FUND
ONLY)
WHY AM I BEING ASKED TO APPROVE A SUBADVISORY AGREEMENT FOR JANUS GLOBAL
OPPORTUNITIES FUND?
As Janus Capital continues its goal of moving toward a more cohesive
operating platform, it periodically reviews its mutual fund line-up to ensure
that all funds are being properly positioned based on their primary investment
strategies. As a result, in an effort to take advantage of the broad investment
expertise within Janus Capital and Perkins and, in particular, Perkins' value
investment capability, Janus Capital believes it is in the best interest of
Janus Global Opportunities Fund to transition the Fund's investment approach to
a more traditional value focus, and recommended to the Board of Trustees that
Perkins become the subadviser to the Fund. However, because the Fund is
registered under the Investment Company Act of 1940, as amended, (the "1940
Act"), which generally requires that any investment advisory agreement,
including a subadvisory agreement, be approved by a fund's shareholders prior to
becoming effective, you are being asked to approve a subadvisory agreement
between Janus Capital, on behalf of the Fund, and Perkins.
5
WILL ADDING PERKINS AS A SUBADVISER TO JANUS GLOBAL OPPORTUNITIES FUND INCREASE
THE FUND'S INVESTMENT ADVISORY FEE?
No. The investment advisory fee rate paid by the Fund will not increase as
a result of adding Perkins as subadviser to the Fund. Janus Capital, and not the
Fund, will pay Perkins a subadvisory fee for its services provided to the Fund.
Shareholders of the Fund are, however, being asked to approve a performance-
based investment advisory fee structure payable by the Fund to Janus Capital, as
described above and in Proposal 2.c. If shareholders of the Fund approve the
performance-based investment advisory fee under Proposal 2.c., then Perkins'
subadvisory fee rate will also adjust up or down in line with the performance
fee paid by the Fund to Janus Capital, because under the terms of the proposed
subadvisory agreement, Janus Capital will pay 50% of the advisory fee it
receives from the Fund to Perkins.
WILL ADDING PERKINS AS A SUBADVISER TO JANUS GLOBAL OPPORTUNITIES FUND AFFECT
THE MANAGEMENT OF THE FUND?
No. The Fund's current portfolio manager will continue to manage the Fund
although as an employee of Perkins rather than Janus Capital. Janus Capital will
continue to serve as investment adviser, overseeing Perkins.
HOW WILL ADDING PERKINS AS A SUBADVISER TO JANUS GLOBAL OPPORTUNITIES FUND
AFFECT THE FUND'S INVESTMENT STRATEGIES?
The engagement of Perkins as the Fund's subadviser will result in certain
changes, including changes to the Fund's investment objective and investment
strategies. In an effort to take advantage of Perkins' value investment
capabilities, the Fund will be moving from a combination growth/value
orientation to a traditional value orientation. Specifically, while the Fund
will continue to invest in common stocks of companies of any size located
throughout the world, including emerging markets, the Fund will seek to invest
in companies that are temporarily misunderstood by the investment community or
that demonstrate special situations or turnarounds. Pursuant to the "value"
strategy, the Fund's portfolio manager will generally look for companies with
(i) a low price relative to assets, earnings, and/or cash flows or business
franchise; (ii) products and services that give them a competitive advantage;
and (iii) quality balance sheets and strong management. As a part of the new
value strategy, the Fund's investment objective will change from long-term
growth of capital (the concept that a security will grow in value over a
relatively long period of time) to capital appreciation (focuses on the increase
in the principal value of an investment).
Further, in connection with moving to the traditional value investing
strategy, the portfolio manager of the Fund anticipates increasing the number of
holdings in the portfolio from a range of 25 to 40 holdings to a range of 70 to
100 holdings, thus reclassifying the Fund from "nondiversified" to "diversified"
(as defined under the 1940 Act), meaning it can invest a greater percentage of
its assets in more companies. The portfolio manager believes that expanding the
range of holdings will increase the Fund's opportunity for investments and will
align the product with Perkins' value portfolio process. Moving to a larger
range of holdings could increase the expenses of the Fund, if
6
additional trading costs are incurred. The Fund will also change its name to
"Perkins Global Value Fund." The Fund will continue to be managed against the
MSCI World Index(SM) (as the primary benchmark) and the MSCI All Country World
Index(SM) (as the secondary benchmark). Pending shareholder approval of Perkins
as the subadviser to the Fund, all changes are expected to become effective on
or about July 1, 2010.
A comparison of the Fund currently and as proposed to be changed is
provided below:
<Table>
<Caption>
CURRENT PROPOSED
------------------------ ------------------------
Fund Name............... Janus Global Perkins Global Value
Opportunities Fund Fund
Portfolio Manager....... Gregory R. Kolb No change
Investment objective.... Long-term growth of Capital appreciation
capital
Investment strategies... Invests in common stocks Invests in common stocks
of companies located of companies of any size
throughout the world, located through the
including emerging world, including
markets. Seeks emerging markets.
attractively valued Focuses on companies
companies that are that have fallen out of
improving their free favor, temporarily
cash flow or who are misunderstood by the
special situations investment community or
companies or temporarily demonstrate special
out of favor. Applies situations or
"bottom up" approach turnarounds. Seeks
companies with low price
relative to
assets/earnings/ cash
flows or business
franchise, competitive
advantage and/or quality
balance sheets and
strong management
Benchmarks: Primary..... MSCI World Index(SM) No change
Secondary.. MSCI All Country World No change
Index(SM)
Holdings Range.......... 25-40 70-100
Diversification
Classification (under
the 1940 Act)......... Nondiversified Diversified
</Table>
ADDITIONAL INFORMATION
WHAT IS THE RECOMMENDATION OF THE BOARD OF TRUSTEES?
The Board of Trustees recommends that you vote "FOR" the proposal(s)
applicable to your Fund.
7
WHAT WILL HAPPEN IF SHAREHOLDERS OF A FUND DO NOT APPROVE THE APPLICABLE
PROPOSAL TO AMEND THE INVESTMENT ADVISORY AGREEMENT FOR THEIR FUND?
If shareholders of a Fund do not approve one or more of the proposals
applicable to their Fund, the Fund will continue to be managed pursuant to the
terms of the investment advisory agreement currently in place for the Fund and
the Board of Trustees will take such action as it deems to be in the best
interest of each Fund, including potentially soliciting additional proxies.
WHO IS ELIGIBLE TO VOTE?
Shareholders who owned shares of a Fund at the close of business on March
17, 2010 (the "Record Date") will be entitled to be present and vote at the
Meetings. 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 Meetings regarding their respective Fund.
HOW DO I VOTE MY SHARES?
You can vote in any one of four ways:
- BY MAIL, by sending the enclosed proxy card(s) (signed and dated) in the
enclosed envelope;
- BY INTERNET, by going to the website listed on your proxy card;
- BY TELEPHONE, using the toll-free number listed on your proxy card; or
- IN PERSON, by attending the Meeting on June 10, 2010 (or any adjournment
or postponement thereof).
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 each Meeting. If we do not receive your response within a few weeks, you may
be contacted by D.F. King & Co., Inc., the proxy solicitor engaged by Janus
Capital, who will remind you to vote your shares and help you return your proxy.
If we do not receive sufficient votes to approve a proposal by the date of
either Meeting, we may adjourn the Meeting, with respect to that proposal, to a
later date so that we can continue to seek additional votes. Submitting your
vote promptly will help to save costs associated with additional solicitations.
IF I SEND MY VOTE IN NOW AS REQUESTED, CAN I CHANGE IT LATER?
Yes. You may revoke your proxy vote at any time before it is voted at the
Meeting by: (i) delivering a written revocation to the Secretary of the Trust 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. This will
help us ensure that an adequate number of shares are present at the Meeting for
consideration of the proposal.
8
WHAT IS THE REQUIRED VOTE TO APPROVE EACH PROPOSAL?
Election of the Trustees will be determined by the affirmative vote of a
plurality (the greatest number of affirmative votes) of the shares of all Funds
of the Trust voting in person or by proxy at the Meeting.
Approval of each remaining proposal (Proposals 2 through 5) will require
the affirmative vote of a "majority of the outstanding voting securities" of
each Fund (voting separately) within the meaning of the 1940 Act. A "majority of
the outstanding voting securities" means the lesser of (i) 67% or more of the
shares of the Fund 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 (a "1940 Act Majority").
Quorum for consideration of a proposal at each Meeting is thirty percent of
the outstanding shares entitled to vote of (i) all Funds (Proposal 1), and (ii)
the applicable Fund for (Proposals 2, 3, 4 and 5).
Additionally, for Janus Global Opportunities Fund, implementation of the
subadvisory agreement being proposed for approval in Proposal 5 will be
contingent on approval by shareholders of the Fund of both Proposals 4 and 5
within this Proxy Statement.
WHO SHOULD I CALL FOR ADDITIONAL INFORMATION ABOUT THIS PROXY STATEMENT?
Please call D.F. King & Co., Inc., the proxy solicitor for the Funds, at 1-
800-825-0898.
9
March 26, 2010
JANUS INVESTMENT FUND
<Table>
Janus Balanced Fund Janus Orion Fund
Janus Contrarian Fund Janus Overseas Fund
Janus Enterprise Fund Janus Research Core Fund
Janus Flexible Bond Fund Janus Research Fund
Janus Forty Fund Janus Short-Term Bond Fund
Janus Fund Janus Smart Portfolio - Conservative
Janus Global Life Sciences Fund Janus Smart Portfolio - Growth
Janus Global Opportunities Fund Janus Smart Portfolio - Moderate
Janus Global Real Estate Fund Janus Triton Fund
Janus Global Research Fund Janus Twenty Fund
Janus Global Technology Fund Janus Venture Fund
Janus Government Money Market Fund Janus Worldwide Fund
Janus Growth and Income Fund INTECH Risk-Managed Core Fund
Janus High-Yield Fund INTECH Risk-Managed Growth Fund
Janus International Equity Fund INTECH Risk-Managed International Fund
Janus International Forty Fund INTECH Risk-Managed Value Fund
Janus Long/Short Fund Perkins Large Cap Value Fund
Janus Modular Portfolio Construction Fund Perkins Mid Cap Value Fund
Janus Money Market Fund Perkins Small Cap Value Fund
</Table>
151 DETROIT STREET
DENVER, COLORADO 80206
JOINT SPECIAL MEETINGS OF SHAREHOLDERS
JOINT PROXY STATEMENT
This is a joint proxy statement ("Proxy Statement") for the Janus funds
listed above (each, a "Fund" and collectively, the "Funds"), each a series of
Janus Investment Fund (the "Trust"). Proxies for two Special Meetings of
Shareholders of each Fund are being solicited by the Board of Trustees of the
Trust (the "Board," the "Board of Trustees," or the "Trustees") to approve the
following proposals, as applicable, that have already been approved by the
Board:
FIRST SPECIAL MEETING
Proposal 1. For the Trust, to elect ten Trustees, each of whom is
considered "independent."
10
SECOND SPECIAL MEETING
Proposal 2. To approve an amended and restated investment advisory
agreement between the Fund and Janus Capital Management LLC
("Janus Capital") to change the investment advisory fee rate
from a fixed rate to a rate that adjusts up or down based upon
the Fund's performance relative to its benchmark index for the
following Funds:
a. Janus Forty Fund
b. Janus Fund
c. Janus Global Opportunities Fund
d. Janus Overseas Fund
e. Janus Twenty Fund
Proposal 3. For Janus Global Real Estate Fund only, to approve an amended
and restated investment advisory agreement between the Fund
and Janus Capital to change the Fund's benchmark index for
purposes of calculating the performance-based investment
advisory fee.
Proposal 4. For Janus Global Opportunities Fund only, to approve an
amended and restated investment advisory agreement between the
Fund and Janus Capital to allow Janus Capital to engage a
subadviser for the Fund.
Proposal 5. For Janus Global Opportunities Fund only, to approve a
subadvisory agreement between Janus Capital, the Fund's
investment adviser, and Perkins Investment Management LLC
("Perkins"), that appoints Perkins as subadviser to the Fund.
Unless otherwise indicated, the first Special Meeting of Shareholders of
the Trust and the second joint Special Meeting of Shareholders of the Trust
(together with any adjournments or postponements thereof) are each referred to
herein as the "Meeting" and together, the "Meetings."
The first Special Meeting of Shareholders will be held at the JW Marriott
Hotel, 150 Clayton Lane, Denver, Colorado 80206, on June 10, 2010 at 9:30 a.m.
Mountain Time, or at such later time as may be necessary due to adjournments or
postponements thereof. The second Special Meeting of Shareholders will be also
held at the JW Marriott Hotel on June 10, 2010 at 10:00 a.m. 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 a Fund as of the close of
business on March 17, 2010 (the "Record Date"), will receive notice of the
Meetings and will be entitled to vote at the Meetings.
At each Meeting, you will be asked to vote on the proposals applicable to
the Fund of which you held shares as of the Record Date. You should read the
entire Proxy Statement before voting. If you have any questions, please call our
proxy solicitor, D.F. King & Co., Inc., at 1-800-825-0898. This Proxy Statement,
Notice of Special Meetings,
11
and the proxy card(s) are first being mailed to shareholders and contract owners
on or about March 26, 2010.
THE FUNDS PROVIDE ANNUAL AND SEMIANNUAL REPORTS TO THEIR SHAREHOLDERS THAT
HIGHLIGHT RELEVANT INFORMATION, INCLUDING INVESTMENT RESULTS AND A REVIEW OF
PORTFOLIO CHANGES. ADDITIONAL COPIES OF EACH FUND'S MOST RECENT ANNUAL REPORT
AND ANY MORE RECENT SEMIANNUAL REPORT ARE AVAILABLE, WITHOUT CHARGE, BY CALLING
A JANUS REPRESENTATIVE AT 1-877-335-2687 (OR 1-800-525-3713 IF YOU HOLD SHARES
DIRECTLY WITH JANUS CAPITAL), VIA THE INTERNET AT JANUS.COM/INFO (OR
JANUS.COM/REPORTS IF YOU HOLD SHARES DIRECTLY WITH JANUS CAPITAL), OR BY SENDING
A WRITTEN REQUEST TO THE SECRETARY OF THE TRUST AT 151 DETROIT STREET, DENVER,
COLORADO 80206.
PROPOSAL 1
ELECTION OF TRUSTEES
(ALL JANUS FUNDS)
INTRODUCTION
At the Meeting, shareholders of all Funds will be asked to elect ten
individuals to constitute the Trust's Board of Trustees. The ten nominees for
election as Trustees who receive the greatest number of votes from shareholders
voting in person or by proxy at the Meeting will be elected as Trustees of the
Trust. These ten nominees were selected after careful consideration by the
Trust's Nominating and Governance Committee, a committee consisting entirely of
Trustees who are not "interested" persons (as defined in Section 2(a)(19) of the
Investment Company Act of 1940, as amended (the "1940 Act")) of the Trust or
Janus Capital (the "Independent Trustees") and the nominations were approved by
all of the current Independent Trustees. Eight of the ten nominees currently
serve as Trustees of the Trust. Each nominee has consented to serve as a Trustee
and to being named in this Proxy Statement. The persons named as proxies on the
enclosed proxy card(s) will vote for the election of the nominees named below
unless authority to vote for any or all of the nominees is withheld.
If elected, each Trustee will serve as a Trustee until the next meeting of
the shareholders, if any, called for the purpose of electing Trustees or until
the election and qualification of a successor. If a Trustee sooner dies,
resigns, retires (required at age 72) or is removed as provided in the
organizational documents of the Trust, the Board may, in its discretion and
subject to the 1940 Act, select another person to fill the vacant position. If
any or all of the nominees should become unavailable for election at the Meeting
due to events not now known or anticipated, the persons named as proxies will
vote for such other nominee or nominees as the current Independent Trustees may
recommend.
The Funds are not required, and do not intend, to hold annual shareholder
meetings for the purpose of electing Trustees. However, under the terms of a
settlement reached between Janus Capital and the Securities and Exchange
Commission (the "SEC," or the
12
"Staff") in August 2004, commencing in 2005 and not less than every fifth
calendar year thereafter, the Funds are obligated to hold a meeting of
shareholders to elect Trustees. Shareholders also have the right to call a
meeting to remove a Trustee or to take other action described in the Trust's
organizational documents. Also, if at any time less than a majority of the
Trustees holding office has been elected by the Trust's shareholders, the
Trustees then in office will promptly call a shareholder meeting for the purpose
of electing Trustees.
The nominees for Trustees and their backgrounds are shown on the following
pages. This information includes each nominee's name, age, principal
occupation(s) and other information about the nominee's professional background,
including other directorships the nominee holds or held, during the past five
years. The address of each nominee is 151 Detroit Street, Denver, Colorado
80206. All nominees listed below, other than John H. Cammack and John P.
McGonigle, are currently Trustees of the Trust and have served in that capacity
since originally elected or appointed. In addition, each nominee, other than
John H. Cammack and John P. McGonigle, is currently a trustee of Janus Aspen
Series ("JAS"), another registered investment company advised by Janus Capital
(JAS and the Trust, are collectively referred to herein as the "Janus funds").
Collectively, the Janus funds consist of 52 series as of December 31, 2009.
Each Trustee or nominee is not an "interested" person of the Trust, as that
term is defined in the 1940 Act.
<Table>
<Caption>
NUMBER OF FUNDS IN PRINCIPAL OCCUPATION(S) AND
LENGTH OF TIME FUND COMPLEX OTHER DIRECTORSHIPS
NAME, AGE AND SERVED FOR THE OVERSEEN OR TO BE HELD BY NOMINEE
POSITIONS(S) WITH THE TRUST TRUST OVERSEEN BY NOMINEE DURING PAST FIVE YEARS
--------------------------- --------------- ------------------- ----------------------------
John H. Cammack 52 Managing partner of Cammack
DOB: 1952 Associates LLC, a consulting
Nominee.................... N/A firm (since 2009). Formerly,
Head of Third Party
Distribution division of T.
Rowe Price (1991-2009).
Jerome S. Contro 52 General partner of Crosslink
DOB: 1956 Capital, a private
Trustee.................... 12/05 - Present investment firm (since
2008). Formerly, partner of
Tango Group, a private
investment firm (1999-2008).
Formerly, Director of
Envysion, Inc. (internet
technology), Lijit Networks,
Inc. (internet technology),
LogRhythm Inc. (software
solutions), IZZE Beverages,
Ancestry.com, Inc.,
(genealogical research
website), and Trustee and
Chairman of RS Investment
Trust.
William F. McCalpin 52 Managing Director, Holos
DOB: 1957 Consulting LLC (provides
Chairman................... 1/08 - Present consulting services to
Trustee.................... 6/02 - Present foundations and other
nonprofit organizations).
Formerly, Executive Vice
President and Chief
Operating Officer of The
Rockefeller Brothers Fund (a
private family foundation)
(1998-2006). Chairman of the
Board and Director of The
Investment Fund for
Foundations Investment
Program (TIP) (consisting of
4 funds); and Director of
the F.B. Heron Foundation (a
private grantmaking
foundation).
</Table>
13
<Table>
<Caption>
NUMBER OF FUNDS IN PRINCIPAL OCCUPATION(S) AND
LENGTH OF TIME FUND COMPLEX OTHER DIRECTORSHIPS
NAME, AGE AND SERVED FOR THE OVERSEEN OR TO BE HELD BY NOMINEE
POSITIONS(S) WITH THE TRUST TRUST OVERSEEN BY NOMINEE DURING PAST FIVE YEARS
--------------------------- --------------- ------------------- ----------------------------
John W. McCarter, Jr. 52 President and Chief
DOB: 1938 Executive Officer of The
Trustee.................... 6/02 - Present Field Museum of Natural
History (Chicago, IL) (since
1996). Chairman of the Board
and Director of Divergence
Inc. (biotechnology firm);
Director of W.W. Grainger,
Inc. (industrial
distributor); Trustee of
WTTW (Chicago public
television station) and the
University of Chicago;
Regent, Smithsonian
Institution; and Member of
the Board of Governors for
Argonne National Laboratory.
John P. McGonigle 52 Formerly, Vice President,
DOB: 1955 Senior Vice President and
Nominee.................... N/A Executive Vice President of
Charles Schwab & Co., Inc.
(1989-2006). Trustee of
PayPal Funds (since 2008).
Formerly, Director of
Charles Schwab International
Holdings (a brokerage
service division for joint
ventures outside the U.S.)
(1999-2006).
Dennis B. Mullen 52* Chief Executive Officer of
DOB: 1943 Red Robin Gourmet Burgers,
Trustee.................... 2/71 - Present Inc. (since 2005). Formerly,
private investor. Chairman
of the Board (since 2005)
and Director of Red Robin
Gourmet Burgers, Inc.
(RRGB); and Director of
Janus Capital Funds Plc
(Dublin-based, non-U.S.
funds).
James T. Rothe 52 Co-founder and Managing
DOB: 1943 Director of Roaring Fork
Trustee.................... 1/97 - Present Capital SBIC, LP (SBA SBIC
fund focusing on private
investment in public equity
firms), and Professor
Emeritus of Business of the
University of Colorado,
Colorado Springs, CO (since
2004). Formerly, Professor
of Business of the
University of Colorado
(2002-2004); and
Distinguished Visiting
Professor of Business (2001-
2002) of Thunderbird
(American Graduate School of
International Management),
Glendale, AZ. Director of
Red Robin Gourmet Burgers,
Inc. (RRGB).
William D. Stewart 52 Corporate Vice President and
DOB: 1944 General Manager of MKS
Trustee.................... 6/84 - Present Instruments - HPS Products,
Boulder, CO (a manufacturer
of vacuum fittings and
valves) and PMFC Division,
Andover, MA (manufacturing
pressure measurement and
flow products).
Martin H. Waldinger 52 Private investor and
DOB: 1938 Consultant to California
Trustee.................... 8/69 - Present Planned Unit Developments
(since 1994). Formerly, CEO
and President of Marwal,
Inc. (homeowner association
management company).
Linda S. Wolf 52 Retired. Formerly, Chairman
DOB: 1947 and Chief Executive Officer
Trustee.................... 12/05 - Present of Leo Burnett (Worldwide)
(advertising agency) (2001-
2005). Director of Wal-Mart,
The Field Museum of Natural
History (Chicago, IL),
Children's Memorial Hospital
(Chicago, IL), Chicago
Council on Global Affairs,
and InnerWorkings (U.S.
provider of print
procurement solutions to
corporate clients).
</Table>
--------
* Mr. Mullen also serves as director of Janus Capital Funds Plc ("JCF"), an
offshore product, consisting of 17 funds. Including JCF and the 52 funds
comprising the Janus funds, Mr. Mullen oversees 69 funds.
14
GENERAL INFORMATION REGARDING THE BOARD OF TRUSTEES
The Trust is governed by the Board of Trustees, which is responsible for
and oversees the management and operations of the Trust and each of the Funds on
behalf of Fund shareholders. Each member of the Board is an Independent Trustee,
including the Board's Chairman. The Board's responsibilities include, but are
not limited to, oversight of the Funds' officers and service providers,
including Janus Capital, which is responsible for the Trust's day-to-day
operations. The Trustees approve all of the agreements entered into with the
Funds' service providers, including the investment management agreements with
Janus Capital and the Funds' subadvisers. The Trustees are also responsible for
determining or changing the Funds' investment objectives, policies and available
investment techniques, as well as for overseeing the Funds' Chief Compliance
Officer. In carrying out these responsibilities, the Trustees are assisted by
the Trust's independent auditor (who reports directly to the Trust's Audit
Committee), independent counsel, an independent fee consultant, and other
experts as appropriate, all of whom are selected by the Trustees. The Trustees
also meet regularly without representatives of Janus Capital or its affiliates
present.
The Trustees discharge their responsibilities collectively as a Board, as
well as through Board committees, each of which operates pursuant to a Board-
approved charter that delineates the specific responsibilities of that
committee. For example, the Board as a whole is responsible for oversight of the
annual process by which the Board considers and approves each Fund's investment
advisory agreement with Janus Capital, but specific matters related to oversight
of the Funds' independent auditors have been delegated by the Board to its Audit
Committee, subject to approval of the Audit Committee's recommendations by the
Board. The members and responsibilities of each Board committee are summarized
below. In addition to serving on certain committees, the Chairman of the Board
("Board Chairman") is responsible for presiding at all meetings of the Board,
and has other duties as may be assigned by the Trustees from time to time. The
Board Chairman also serves as the Board's liaison to Janus Capital with respect
to all matters related to the Funds that are not otherwise delegated to the
chair of a Board committee. The Board has determined that this leadership
structure is appropriate based on (1) the number of Funds overseen and the
various investment objectives of those Funds; (2) the manner in which the Funds'
shares are marketed and distributed; and (3) the responsibilities entrusted to
Janus Capital and its affiliates to oversee the Trust's day-to-day operations,
including the management of each Fund's portfolio and the distribution of Fund
shares. On an annual basis, the Board conducts a self-evaluation that considers,
among other matters, whether the Board and its committees are functioning
effectively and whether, given the size and composition of the Board and each of
its committees, the Trustees are able to oversee effectively the number of Funds
in the complex.
There were six regular meetings and fourteen special meetings of the
Trustees held during the Trust's previous 12-months ended December 31, 2009.
Each Trustee attended most if not all of the meetings during that 12-month
period. Since the Trust is not
15
required to convene annual shareholder meetings, there is no policy requiring
Trustee attendance at such meetings.
The Board of Trustees proposed for election at the Meeting will be
comprised of ten trustees. The SEC has adopted rules that require at least 75%
of the board members of a fund to be "independent" in order for the fund to take
advantage of certain exemptive rules under the 1940 Act. If the slate of
nominees is approved by shareholders, 100% of the Board of Trustees will
continue to be "independent."
COMMITTEES OF THE BOARD OF TRUSTEES
The Board of Trustees has seven standing committees that perform
specialized functions: an Audit Committee, a Brokerage Committee, an Investment
Oversight Committee, a Legal and Regulatory Committee, a Money Market Committee,
a Nominating and Governance Committee, and a Pricing Committee. Each committee
is comprised entirely of Independent Trustees and has a written charter that
delineates its duties and powers. Each committee reviews and evaluates matters
as specified in its charter and makes recommendations to the Trustees as it
deems appropriate. Each committee may utilize the resources of counsel to the
Independent Trustees and the Trust, independent auditors and other experts. The
committees normally meet in conjunction with regular meetings of the Trustees
but may convene at other times (in person or by telephone) as deemed appropriate
or necessary. The membership and chairperson of each committee is appointed by
the Trustees upon recommendation of the Trust's Nominating and Governance
Committee.
Audit Committee. The Audit Committee reviews the Trust's financial
reporting process, the system of internal controls over financial reporting,
disclosure controls and procedures, Form N-CSR filings and the audit process.
The Committee's review of the audit process includes, among other things, the
recommendation of the appointment and compensation of the Trust's independent
auditor, which performs the audits of the Funds' financial statements, oversight
of the independent auditor, and pre-approval of all audit and non-audit
services. The Committee receives annual representations from the Trust's
independent auditor as to its independence. Currently, the members of the Audit
Committee are: Jerome S. Contro (Chairman), John W. McCarter, Jr. and Dennis B.
Mullen. The Committee held four meetings during the 12-months ended December 31,
2009.
Brokerage Committee. The Brokerage Committee reviews and makes
recommendations regarding matters related to the Trust's use of brokerage
commissions and placement of Fund portfolio transactions, including policies
regarding the allocation of brokerage commissions, directed brokerage, "step-
out" arrangements and client commission arrangements. Currently, the members of
the Brokerage Committee are: James T. Rothe (Chairman), Jerome S. Contro and
Martin H. Waldinger. The Committee held four meetings during the 12-months ended
December 31, 2009.
Investment Oversight Committee. The Investment Oversight Committee
oversees the investment activities of the Funds. The Committee meets regularly
with investment
16
personnel at Janus Capital and any subadviser to a Fund to review the investment
performance and strategies of the Funds in light of their stated investment
objectives and policies. Currently, the members of the Investment Oversight
Committee are: Dennis B. Mullen (Chairman), Jerome S. Contro, William F.
McCalpin, John W. McCarter, Jr., James T. Rothe, William D. Stewart, Martin H.
Waldinger and Linda S. Wolf. The Committee held five meetings during the 12-
months ended December 31, 2009.
Legal and Regulatory Committee. The Legal and Regulatory Committee
oversees compliance with various procedures adopted by the Trust, reviews
certain regulatory filings made with the SEC, and oversees the implementation
and administration of the Trust's Proxy Voting Guidelines. Currently, the
members of the Legal and Regulatory Committee are: Linda S. Wolf (Chairman),
William F. McCalpin and William D. Stewart. The Committee held eight meetings
during the 12-months ended December 31, 2009.
Money Market Committee. The Money Market Committee reviews various matters
related to the operations of the Trust's money market funds, including
compliance with the Trust's Money Market Fund Procedures and Rule 2a-7 under the
1940 Act. Currently the members of the Money Market Committee are: Jerome S.
Contro (Chairman), James T. Rothe and Martin H. Waldinger. The Committee held
five meetings during the 12-months ended December 31, 2009.
Nominating and Governance Committee. The Nominating and Governance
Committee identifies and recommends individuals for Trustee membership, consults
with Fund management and the Board Chairman in planning Trustee meetings, and
oversees the administration of, and ensures compliance with, the Governance
Procedures and Guidelines adopted by the Trustees, which includes review of, and
proposed changes to, Trustee compensation. Currently, the members of the
Nominating and Governance Committee are: John W. McCarter, Jr. (Chairman),
William F. McCalpin and Dennis B. Mullen. The Committee held seven meetings
during the 12-months ended December 31, 2009.
Pricing Committee. The Pricing Committee determines the fair value of
restricted and other securities for which market quotations are not readily
available, or that are deemed not to be reliable, pursuant to procedures adopted
by the Trustees. The Committee also reviews other matters related to pricing the
Funds' securities. Currently, the members of the Pricing Committee are: William
D. Stewart (Chairman), James T. Rothe and Linda S. Wolf. The Committee held
twenty-one meetings during the 12-months ended December 31, 2009.
PROCESS FOR IDENTIFYING AND EVALUATING TRUSTEE NOMINEES AND NOMINEE
QUALIFICATIONS
The Nominating and Governance Committee of the Board is responsible for
identifying and nominating candidates for appointment as Trustees. As stated in
the Committee's charter, (1) the principal criterion for selection of candidates
for the Board is the candidate's ability to contribute to the overall
functioning of the Board and to carry
17
out the responsibilities of a Trustee, and (2) the Trustees should,
collectively, represent a broad cross section of backgrounds, functional
disciplines, and experience. In considering a potential candidate's
qualifications to serve as a Trustee, the Committee may also take into account a
variety of other diverse criteria, including, but not limited to (i) knowledge
of the investment company industry; (ii) relevant experience; (iii) educational
background; (iv) reputation for high ethical standards and personal and
professional integrity; (v) financial, technical or other expertise; (vi) time
commitment to the performance of duties of a Trustee; (vii) stature commensurate
with the responsibility of representing Fund shareholders; and (viii) if a
candidate is for an Independent Trustee position, that the person meets the
independence criteria established by the 1940 Act and the Governance Procedures
and Guidelines adopted by the Trustees.
Consistent with the Trust's organizational documents and procedures adopted
by the Committee, the Committee will consider Trustee nominations made by
shareholders. Shareholders of a Fund may submit names of potential candidates
for consideration by the Committee by submitting their recommendations to the
Trust's Secretary, at the address of the principal executive office of the
Trust, in accordance with procedures adopted by the Committee. A copy of such
procedures is included as Appendix 1 to the Nominating and Governance Committee
Charter attached to this Proxy Statement as Appendix A.
The Committee may use any process it deems appropriate for identifying and
evaluating candidates for service as a Trustee, which may include, without
limitation, personal interviews, background checks, written submissions by the
candidates, third party references and the use of consultants, including
professional recruiting firms. The Committee will evaluate nominees for a
particular vacancy using the same process regardless of whether the nominee is
submitted by a Fund shareholder or identified by some other means. On an annual
basis, the Board conducts a self-evaluation that considers, among other matters,
the contributions of individual Trustees, whether the Board has an appropriate
size and the right mix of characteristics, experiences and skills, and whether
the age distribution and diversity among the Trustees is appropriate.
After completion of its process to identify and evaluate Trustee nominees,
and after giving due consideration to all factors it deemed appropriate, the
Committee approved for nomination, and recommended that the Trustees approve for
nomination, the ten nominees identified below. The Committee believes that if
elected, each of the nominees qualifies to serve as an Independent Trustee. Each
nominee's background is detailed above. The Committee and the Trustees
considered the totality of the information available to them, and took into
account the specific experience, qualifications, attributes or skills discussed
below to conclude that each nominee should serve as a Trustee, in light of the
Trust's business and structure. In reaching these conclusions, the Committee and
the Trustees, in the exercise of their reasonable business judgment, evaluated
each nominee based on the criteria described above, and reviewed the specific
experience, qualifications, attributes or skills that each nominee presented,
none of which by itself was considered dispositive.
18
John H. Cammack: service as Head of Third Party Distribution and member of
the Operating Steering Committee for a large mutual fund complex, service on two
not-for-profit boards, and chairman of the Mutual Fund Education Alliance.
Jerome S. Contro: General Partner in private investment firms, service on
multiple corporate boards, and a Fund Independent Trustee since 2005.
William F. McCalpin: service as Chief Operating Officer of a large private
family foundation, Chairman and Director of an unaffiliated fund complex, and a
Fund Independent Trustee since 2002 and Independent Chairman of the Board of
Trustees since 2008.
John W. McCarter, Jr.: President and CEO of large non-profit organization,
service on multiple corporate and non-profit boards, and a Fund Independent
Trustee since 2002.
John P. McGonigle: service in multiple capacities with a leading financial
services firm, including as Head of Mutual Funds and Asset Management, and as an
independent trustee of a money market fund.
Dennis B. Mullen: Chairman of the Board and CEO of NASDAQ-listed company,
director of off-shore fund complex, and a Fund Independent Trustee since 1971
and Independent Chairman of the Board of Trustees from 2004 to 2007.
James T. Rothe: Co-founder and Managing Director of a private investment
firm, former business school professor, service as a corporate director, and a
Fund Independent Trustee since 1997.
William D. Stewart: Corporate vice-president of a NASDAQ-listed industrial
manufacturer, and a Fund Independent Trustee since 1984.
Martin H. Waldinger: service as CEO of a homeowner association management
company, and a Fund Independent Trustee since 1969.
Linda S. Wolf: service as Chairman and CEO of a global advertising firm,
service on multiple corporate and non-profit boards, and a Fund Independent
Trustee since 2005.
BOARD OVERSIGHT OF RISK MANAGEMENT
Janus Capital, as part of its responsibilities for the day-to-day
operations of the Funds, is responsible for day-to-day risk management for the
Funds. The Board, as part of its overall oversight responsibilities for the
Funds' operations, oversees Janus Capital's risk management efforts with respect
to the Funds. The Board, in the exercise of its reasonable business judgment,
also separately considers potential risks that may impact the Funds. The Board
discharges its oversight duties and considers potential risks in a number of
different ways, including, but not limited to, receiving reports on a regular
basis, either directly or through an appropriate committee, from Janus Capital
and its officers. Reports received include those from, among others, Janus
Capital's (1) senior managers responsible for oversight of global risk; (2)
senior managers
19
responsible for oversight of portfolio construction and trading risk; (3) Chief
Compliance Officer; and (4) Director of Internal Audit. At the time these
reports are presented, the Board or the committee receiving the report, will, as
it deems necessary, invite the presenter to participate in an executive session
to discuss matters outside the presence of any other officers or representatives
of Janus Capital or its affiliates. The Board also receives reports from other
entities and individuals unaffiliated with Janus Capital, including reports from
the Funds' other service providers and from independent consultants hired by the
Board.
Various Board committees also will consider particular risk items as the
committee addresses items and issues specific to the jurisdiction of that
committee. For example, the Pricing Committee will consider valuation risk as
part of its regular oversight responsibilities, and similarly, the Brokerage
Committee will consider counterparty risk associated with the Funds' portfolio
transactions. The Board also may be apprised of particular risk management
matters in connection with its general oversight and approval of various Fund
matters brought before the Board.
The Board has appointed a Chief Compliance Officer for the Funds ("Fund
CCO") who (1) reports directly to the Board and (2) provides a comprehensive
written report annually and presents quarterly at the Board's regular meetings.
The Fund CCO, who also serves as Janus Capital's Chief Compliance Officer,
discusses relevant risk issues that may impact the Funds and/or Janus Capital's
services to the Funds, and routinely meets with the Board in private without
representatives of Janus Capital or its affiliates present. The Fund CCO also
provides the Board with updates on the application of the Funds' compliance
policies and procedures, including how these procedures are designed to mitigate
risk and what, if any, changes have been made to enhance the procedures. The
Fund CCO may also report to the Board on an ad hoc basis in the event that he
identifies issues associated with the Funds' compliance policies and procedures
that could expose the Funds' to additional risk or adversely impact the ability
of Janus Capital to provide services to the Funds.
The Board believes that its leadership structure permits it to effectively
discharge its oversight responsibilities with the respect to the Funds' risk
management process.
SHARE OWNERSHIP
The Trustees believe that each Trustee should invest in one or more Janus
funds (but not necessarily all) for which he or she serves as Trustee, to the
extent the Trustee is directly eligible to do so. The amount of such investment,
and the Janus fund(s) in which a Trustee determines to invest, is dictated by
the Trustee's individual financial circumstances and investment goals.
Appendix B to this Proxy Statement sets forth the number of shares and
dollar range of equity securities of each Fund owned directly or beneficially as
of December 31, 2009 by each Trustee and the nominees for election at the
Meeting. In addition, as of December 31, 2009, the nominees, Trustees, Chief
Executive Officer and Chief
20
Financial Officer of the Funds, individually and collectively as a group, owned
less than 1% of the outstanding shares of each Fund.
COMPENSATION OF TRUSTEES
The Trust pays each Independent Trustee an annual retainer plus a fee for
each regular in-person meeting of the Trustees attended, a fee for in-person
meetings of committees attended if convened on a date other than that of a
regularly scheduled meeting, and a fee for telephone meetings of the Trustees
and committees. In addition, committee chairs and the Chairman of the Board of
Trustees receive an additional supplemental retainer. Each current Independent
Trustee also receives fees from other Janus funds for serving as Trustee of
those funds and those amounts are included below. Janus Capital pays persons who
are directors, officers, or employees of Janus Capital or any affiliate thereof,
or any Trustee not considered an "independent" Trustee, for their services as
Trustees or officers. All of the Trustees or nominees are "independent;"
therefore, none of the Trustees are paid by Janus Capital. The Trust and other
funds managed by Janus Capital may pay all or a portion of the compensation and
related expenses of the Funds' Chief Compliance Officer and compliance staff, as
authorized from time to time by the Trustees.
The Trust's Nominating and Governance Committee, which consists solely of
Independent Trustees, annually reviews and recommends to the Independent
Trustees any changes to compensation paid by the Funds to the Independent
Trustees. The Independent Trustees also meet at least annually to review their
fees in connection with the recommendations of the Nominating and Governance
Committee, to ensure that such fees continue to be appropriate in light of the
Trustees' responsibilities as well as in relation to fees paid to trustees of
other similarly situated mutual fund complexes.
The following table shows the aggregate compensation paid to each current
Independent Trustee by the Trust and by all of the Janus funds during calendar
year 2009. None of the Trustees receives any pension or retirement benefits from
the Funds or the Janus funds. The Trustees have established a deferred
compensation plan under which the Trustees may elect to defer receipt of all, or
a portion, of the compensation they earn for their services to the Funds, in
lieu of receiving current payments of such compensation. Any deferred amount is
treated as though an equivalent dollar amount
21
has been invested in shares of one or more funds advised by Janus Capital
("Shadow Investments").
<Table>
<Caption>
TOTAL COMPENSATION FROM
AGGREGATE COMPENSATION THE TRUST AND THE JANUS
NAME OF INDEPENDENT TRUSTEE FROM THE TRUST(1) FUND COMPLEX(2)(3)
--------------------------- ---------------------- -----------------------
William F. McCalpin(4)........ $320,223 $376,000
Jerome S. Contro(5)........... $242,755 $305,500
John W. McCarter, Jr.(5)...... $257,261 $300,750
Dennis B. Mullen(5)........... $238,379 $328,661
James T. Rothe(5)............. $258,755 $312,750
William D. Stewart(5)......... $252,483 $296,750
Martin H. Waldinger........... $215,953 $267,000
Linda S. Wolf(5).............. $231,781 $273,750
</Table>
--------
(1) Includes compensation for service on behalf of 38 Funds (as of December 31,
2009).
(2) For all Trustees, includes compensation for service on the boards of three
Janus trusts (the Trust, Janus Aspen Series and Janus Adviser Series), for
the period January 1, 2009 to July 2, 2009, comprised of 68 portfolios, and
for two trusts (the Trust and Janus Aspen Series) from July 2, 2009 to
December 31, 2009, comprised of 52 portfolios. In addition, Mr. Mullen's
compensation includes service on the board of an additional trust, Janus
Capital Funds Plc (an offshore product) comprised of a total of 17
portfolios (as of December 31, 2009).
(3) Total Compensation received from the Janus funds includes any amounts
deferred under the deferred compensation plan. The deferred compensation
amounts for the period shown are as follows: Jerome S. Contro $152,750;
Martin H. Waldinger $66,750; and Linda S. Wolf $68,438.
(4) Aggregate Compensation received from the Funds and Total Compensation
received from all Janus funds includes additional compensation paid for
service as Independent Chairman of the Board of Trustees.
(5) Aggregate Compensation received from the Funds and Total Compensation
received from all Janus funds includes additional compensation paid for
service as chair of one or more committees of the Board of Trustees.
OFFICERS OF THE TRUST
The officers of the Trust and their principal occupations are set forth in
Appendix C to this Proxy Statement.
THE INDEPENDENT TRUSTEES OF THE TRUST UNANIMOUSLY RECOMMEND THAT YOU VOTE "FOR"
EACH NOMINEE.
22
PROPOSAL 2
APPROVE AN AMENDED AND RESTATED INVESTMENT ADVISORY
AGREEMENT RELATED TO INTRODUCTION OF PERFORMANCE INCENTIVE
INVESTMENT ADVISORY FEE STRUCTURE
(JANUS FORTY FUND, JANUS FUND, JANUS GLOBAL OPPORTUNITIES FUND,
JANUS OVERSEAS FUND AND JANUS TWENTY FUND ONLY)
INTRODUCTION
At meetings held on December 11, 2009 and March 10, 2010, the Board of
Trustees approved amendments to the investment advisory agreements between Janus
Capital and each of Janus Forty Fund, Janus Fund, Janus Global Opportunities
Fund, Janus Overseas Fund and Janus Twenty Fund (for purposes of this Proposal
2, each of Janus Forty Fund, Janus Fund, Janus Global Opportunities Fund, Janus
Overseas Fund and Janus Twenty Fund is referred to as a "Fund" and collectively,
the "Funds"). Each amendment changes the annual rate of compensation paid to
Janus Capital as your Fund's investment adviser from a fixed rate of 0.64% to a
rate that adjusts up or down based on the Fund's performance relative to its
benchmark index (the "Proposed Amended Advisory Agreement"). This change in fee
structure requires shareholder approval. The Board of Trustees authorized the
submission of the Proposed Amended Advisory Agreements to shareholders of the
Funds for their approval, as described further below. Shareholders of Janus
Forty Fund will vote on Proposal 2.a.; shareholders of Janus Fund will vote on
Proposal 2.b.; shareholders of Janus Global Opportunities Fund will vote on
Proposal 2.c.; shareholders of Janus Overseas Fund will vote on Proposal 2.d.;
and shareholders of Janus Twenty Fund will vote on Proposal 2.e. A form of a
Proposed Amended Advisory Agreement is attached to this Proxy Statement as
Appendix D.
The proposal to implement a performance-based advisory fee is designed to
more closely align Janus Capital's interests with those of the Funds'
shareholders. The premise of a performance fee is essentially that an investment
adviser should earn more if it is performing well for Fund shareholders and
should earn less if it is underperforming. To assess the performance of the
investment adviser, a Fund's performance is measured against the performance of
the Fund's primary benchmark. This means that it is the relative outperformance
or underperformance of a Fund compared to its benchmark, and not the Fund's
absolute performance, that causes the advisory fee to be adjusted up or down. As
a result, if the performance-based advisory fee is approved for your Fund, the
investment advisory fee paid by your Fund to Janus Capital will decrease when
the Fund is not performing well relative to its benchmark index and increase
during periods when the Fund outperforms its benchmark index. The section
entitled "Comparison of the Current and Proposed Amended Advisory Agreements"
below provides a detailed description of how the proposed performance-based
advisory fee would be calculated for your Fund, and also includes examples
showing the investment advisory fees your Fund would have paid if the proposed
performance fee had been in place during the Fund's most recent fiscal year.
23
The Board of Trustees has previously approved performance-based advisory
fees for a number of other Janus funds, and, for the reasons described below,
believes that moving to a fee that adjusts up or down based on a Fund's
performance better aligns the interest of Janus Capital, each Fund's investment
adviser, with those of the Fund's shareholders. At the same time, Janus Capital
believes that the proposed advisory fee structure will enable it to maintain the
quality of services to the Funds and to attract and retain talented investment
personnel.
BOARD CONSIDERATION, APPROVAL AND RECOMMENDATION
At a meeting of the Trustees held on December 11, 2009, the Trustees, each
of whom are Independent Trustees, meaning he or she is not an "interested
person" (as defined by the 1940 Act) of the Trust ("Independent Trustees"),
voted unanimously to approve each Proposed Amended Advisory Agreement and
authorized the submission of each Proposed Amended Advisory Agreement to each
Fund's shareholders for approval. In addition, at a meeting of the Trustees held
on March 10, 2010, the Independent Trustees voted unanimously to approve a
Proposed Amended Advisory Agreement for Janus Fund. If approved, the Proposed
Amended Advisory Agreements will be in effect until February 1, 2011, and may
continue in effect thereafter from year to year if such continuation is
specifically approved at least annually by either the Board of Trustees or the
affirmative vote of a 1940 Act Majority and, in either event, by the vote of a
majority of the Independent Trustees.
Over the past few years, the Independent Trustees and their independent fee
consultant, in consultation with independent legal counsel to the Independent
Trustees, have continued to explore the possibility of modifying the fee
structure for certain Janus funds to provide for a Base Fee Rate (as defined
below under "Comparison of the Current and Proposed Amended Advisory
Agreements - Proposed Performance Fee Structure") for each of those funds at the
same rate as its current advisory fee rate, and a performance-based adjustment
that would increase or decrease the fee based on whether the fund's total return
performance exceeds or lags a stated relevant benchmark index.
Working with Janus Capital to develop a performance structure that was
acceptable to Janus Capital, the Independent Trustees were seeking to provide a
closer alignment of the interests of Janus Capital with those of the Funds and
their shareholders. They believe that the fee structure proposed for the Funds
will achieve that objective. Included as part of their analysis of the overall
performance fee structure, the Trustees, in consultation with their independent
fee consultant, considered the appropriate performance range maximum and minimum
that would result in the Performance Adjustment of up to 0.15% (positive or
negative) of a Fund's average daily net assets during the applicable performance
measurement period. The Trustees reviewed information provided by Janus Capital
and prepared by their independent fee consultant with respect to an appropriate
deviation of excess/under returns relative to a Fund's benchmark index, taking
into consideration expected tracking error of the Fund, expected returns and
potential risks and economics involved for Janus Capital and the Fund's
shareholders.
24
The Trustees also reviewed the structure of performance fees applied by other
Janus funds.
As described below, the Performance Adjustment that will be added to or
subtracted from the Base Fee Rate as a result of a Fund's performance, relative
to its benchmark index, is a variable rate of up to 0.15% of average net assets
during the performance measurement period. Importantly, the performance is
computed after deducting a Fund's operating expenses (including advisory fees),
which means that, in order to receive any upward adjustment from the Base Fee
Rate, Janus Capital must deliver a total return after expenses that exceeds the
return of the benchmark index, which does not incur any expenses.
The Trustees determined that the benchmark index specified in each Proposed
Amended Advisory Agreement for purposes of computing the Performance Adjustment
is appropriate for the applicable Fund based on a number of factors, including
that each index is broad-based and is composed of securities of the types in
which the Fund may invest. The Trustees believe that divergence between a Fund's
performance and performance of the index can be attributed, in part, to the
ability of the portfolio managers in making investment decisions within the
parameters of the Fund's investment objective and investment policies and
restrictions.
The time periods to be used in determining any Performance Adjustment were
also judged to be of appropriate length to ensure proper correlation and to
prevent fee adjustments from being based upon random or insignificant
differences between the performance of a Fund and of its benchmark index. In
that regard, the Trustees concluded that it would be appropriate for there to be
no adjustment to the Base Fee Rate for at least the first 12 months for Janus
Fund and Janus Global Opportunities Fund; 15 months for Janus Overseas Fund; or
18 months for Janus Forty Fund and Janus Twenty Fund, after the effective date
of the performance-based fees structure outlined in each Proposed Amended
Advisory Agreement and that, once implemented, the Performance Adjustment should
reflect only a Fund's performance subsequent to that effective date. Moreover,
the Trustees believed that, upon reaching the thirty-sixth month after the
effective date, the performance measurement period should be fully implemented,
and that the Performance Adjustment should thereafter be based upon a 36-month
rolling performance measurement period.
In considering the Proposed Amended Advisory Agreements, and the
performance fee structure reflected in the Agreements, the Independent Trustees
met in executive session and were advised by their independent legal counsel.
The Independent Trustees received and reviewed a substantial amount of
information provided by Janus Capital in response to requests of the Independent
Trustees and their counsel. They also considered information provided by their
independent fee consultant.
In considering whether to approve the Proposed Amended Advisory Agreements,
the Board of Trustees noted that, except for the performance-based fee
structure, the Proposed Amended Advisory Agreements are substantially similar to
the Current Advisory Agreements, which were most recently approved by them at a
meeting held
25
on December 11, 2009. The Board took into account the services provided by Janus
Capital in its capacity as investment adviser to the Funds and concluded that
the services provided were acceptable. Certain of these considerations are
discussed in more detail below. Based on their evaluation of that information
and other factors, on December 11, 2009 and March 10, 2010, the Independent
Trustees approved the Proposed Amended Advisory Agreement for each Fund, subject
to shareholder approval.
NATURE, EXTENT AND QUALITY OF SERVICES
The Trustees reviewed the nature, extent and quality of the services
provided by Janus Capital, taking into account the investment objective and
strategies of each Fund and the knowledge the Trustees gained from their regular
meetings with management on at least a quarterly basis, and their ongoing review
of information related to the Funds. In addition, the Trustees reviewed the
resources and key personnel of Janus Capital, especially those who provide
investment management services to the Funds. The Trustees also considered other
services provided to the Funds by Janus Capital. Janus Capital also advised the
Board of Trustees that it expects that there will be no diminution in the scope
and quality of advisory services provided to the Funds as a result of the
Proposed Amended Advisory Agreements.
The Trustees concluded that the Proposed Amended Advisory Agreement for
each Fund was not expected to adversely affect the nature, extent or quality of
services provided to the Fund, and that the Fund would continue to benefit from
services provided under the Proposed Amended Advisory Agreement. They also
concluded that the quality of Janus Capital's services to each Fund has been
adequate. In reaching their conclusions, the Trustees considered: (i)
information provided by Janus Capital for their consideration of the Proposed
Amended Advisory Agreements; (ii) the key factors identified in materials
provided to the Trustees by their independent counsel; and (iii) the
reasonableness of the fees payable by shareholders of each Fund. They also
concluded that Janus Capital's financial condition was sound.
COSTS OF SERVICES PROVIDED
The Trustees considered the fee structure under the Proposed Amended
Advisory Agreements, as well as the overall fee structure of the Funds. The
Trustees examined the fee information and expenses for the Funds in comparison
to information for other comparable funds, as provided by Lipper.
The Trustees considered the structure by which Janus Capital would be paid
for their services, including the implementation of the new performance-based
fee structure for each Fund. The Trustees also considered the overall fees of
each Fund for services provided to the Fund.
The Trustees concluded that the estimated overall expense ratio of certain
of the Funds was comparable to or more favorable than the median expense ratio
of its peers, and that the fees that the Fund will pay to Janus Capital are
reasonable in relation to the nature and quality of the services to be provided,
taking into consideration (1) the fees
26
charged by other advisers for managing comparable mutual funds with similar
strategies, and (2) the impact of the performance-based fee structure, as
applicable.
PERFORMANCE OF THE FUNDS
The Trustees considered the performance results of the Funds over various
time periods. They reviewed information comparing each Fund's performance with
the performance of comparable funds and peer groups identified by Lipper, and
with each Fund's benchmark index. They concluded that the performance of the
Funds was acceptable under current market conditions. Although the performance
of certain Funds may have lagged benchmark indices for certain periods, the
Trustees also concluded that the manner in which Janus Capital addressed those
instances of underperformance was appropriate.
OTHER BENEFITS FROM THE RELATIONSHIP WITH JANUS CAPITAL
The Trustees also considered benefits that would accrue to the Funds from
their relationship with Janus Capital. The Trustees concluded that, other than
the services to be provided by Janus Capital pursuant to the Proposed Amended
Advisory Agreements and the fees to be paid by the Funds for such services, the
Funds and Janus Capital may potentially benefit from their relationship with one
another in other ways. They also concluded that success of the relationship
between the Funds and Janus Capital could attract other business to Janus
Capital or to other Janus funds, and that the success of Janus Capital could
enhance the firm's ability to serve the Funds. They also concluded that Janus
Capital may potentially benefit from the receipt of proprietary and third-party
research products and services to be acquired through commissions paid on
portfolio transactions of the Funds or other funds in the Janus complex, and
that the Funds may potentially benefit from Janus Capital's receipt of those
products and services, as well as research products and services acquired
through commissions paid by other clients of Janus Capital. The Trustees further
concluded that Janus Capital's use of "soft" commission dollars to obtain
proprietary and third-party research products and services was consistent with
regulatory requirements and guidelines and was likely to benefit the Funds.
After full consideration of the above factors, as well as other factors,
the Trustees concluded that approving the Proposed Amended Advisory Agreement
for each Fund was in the best interest of the Fund and its shareholders. The
Trustees, each of whom is an Independent Trustee, voted to approve the Proposed
Amended Advisory Agreements and to recommend them to shareholders for their
approval.
INFORMATION CONCERNING THE ADVISER
Janus Capital, 151 Detroit Street, Denver, Colorado 80206-4805, serves as
investment adviser to the Funds pursuant to a separate investment advisory
agreement between the Trust, on behalf of each Fund, and Janus Capital, each
dated July 1, 2004 (except the agreement on behalf of Janus Forty Fund which is
dated July 6, 2009) (each, a "Current Advisory Agreement" and collectively, the
"Current Advisory
27
Agreements"). Janus Capital is a direct subsidiary of Janus Capital Group Inc.
("JCGI"), a publicly traded company with principal operations in financial asset
management businesses that had $159.7 billion in assets under management as of
December 31, 2009. JCGI 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 JCGI.
Janus Capital (together with its predecessors) has served as an investment
adviser since 1970. As of December 31, 2009, the Janus funds that Janus Capital
advises consisted of 52 portfolios offering a broad range of investment
objectives, including those with similar investment objectives as the Funds (see
attached Appendix E for further information). Janus Capital also serves as
subadviser for a number of private-label mutual funds and provides separate
account advisory services for institutional accounts.
Principal Executive Officers and Directors of the Adviser. The principal
executive officers and directors of Janus Capital and their principal
occupations are included in Appendix F to this Proxy Statement.
COMPARISON OF THE CURRENT AND PROPOSED AMENDED ADVISORY AGREEMENTS
Except for the change in fee structure to a performance-based advisory fee
and the dates of execution, the terms of the Current Advisory Agreements and the
Proposed Amended Advisory Agreements are the same. A summary of these agreements
is provided below.
Advisory Services. The terms of the advisory services are the same under
the Current Advisory Agreements and the Proposed Amended Advisory Agreements.
Janus Capital provides each Fund with continuing investment management
services. Janus Capital is responsible for the day-to-day management of each
Fund and for providing continuous investment advice regarding the purchase and
sale of securities held by the Funds, subject to (i) the Trust's Amended and
Restated Agreement and Declaration of Trust and Amended and Restated Bylaws;
(ii) the investment objectives, policies and restrictions set forth in the
Trust's registration statement; (iii) the provisions of the 1940 Act and the
Internal Revenue Code of 1986, as amended; and (iv) such other policies and
instructions as the Trustees may from time to time determine. Shareholders of
Janus Global Opportunities Fund should refer to Proposals 4 and 5 in this Proxy
Statement regarding the proposed delegation by Janus Capital of certain
responsibilities to a subadviser.
Janus Capital provides office space for each Fund and pays the salaries,
fees, and expenses of all Fund officers (sharing certain expenses and salaries
for the Funds' Chief Compliance Officer and other compliance-related personnel
as authorized by the Trustees from time to time). Janus Capital provides certain
administrative services to each Fund as described under "Fund Service Providers"
and is responsible for the
28
other business affairs of each Fund. Janus Capital is authorized to delegate to
others to perform certain administrative and other services.
Each Fund pays all expenses incidental to its organization, operations and
business not specifically assumed by Janus Capital, including custodian and
transfer agency fees and expenses, brokerage commissions and dealer spreads, and
other expenses in connection with the execution of portfolio transactions, legal
and accounting expenses, interest, taxes, a portion of trade association or
other investment company organization dues and expenses, registration fees,
expenses of shareholders' meetings, reports to shareholders, fees and expenses
of Independent Trustees, and other costs of complying with applicable laws
regulating the sale of Fund shares. Information concerning services provided by
Janus Distributors LLC ("Janus Distributors"), the Funds' distributor, and Janus
Services LLC ("Janus Services"), the Funds' transfer agent, each a wholly-owned
subsidiary of Janus Capital, and a description of any fees paid by each Fund to
Janus Distributors and Janus Services, is included under "Fund Service
Providers" in this Proxy Statement.
Liability. Each Fund's Current Advisory Agreement and Proposed Amended
Advisory Agreement provides that Janus Capital shall not be liable for any error
of judgment or mistake of law or for any loss arising out of any investment or
for any act or omission taken with respect to the Fund, except for willful
misfeasance, bad faith or gross negligence in the performance of its duties, or
by reason of reckless disregard of its obligations and duties under the
agreement, and except to the extent otherwise provided by law.
Termination of the Agreement. Each Fund's Current Advisory Agreement and
Proposed Amended Advisory Agreement continues in effect until February 1, 2011,
and from year to year thereafter, so long as such continuance is specifically
approved at least annually by a majority of the Fund's Independent Trustees, and
by either a majority of the outstanding voting securities of the Fund or the
Board of Trustees. The "majority of outstanding voting securities" means the
lesser of (i) 67% or more of the shares of a Fund 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 (a "1940 Act Majority").
The Current Advisory Agreements and the Proposed Amended Advisory
Agreements each: (i) may be terminated, without penalty, by a Fund or Janus
Capital on 60 days' written notice; (ii) terminates automatically in the event
of its assignment; and (iii) generally, may not be amended without the approval
by vote of a majority of the Trustees, including a majority of the Independent
Trustees, and, to the extent required by the 1940 Act, the vote of a 1940 Act
Majority.
Additional Information. The date of the Current Advisory Agreement between
Janus Capital and each Fund, the date it was last considered and reviewed by the
29
Trustees, the date when it was last approved by shareholders of each Fund, and
the reason it was last submitted for shareholder approval are set forth below:
<Table>
<Caption>
DATE LAST DATE LAST
DATE OF CURRENT CONSIDERED BY SUBMITTED
FUND AGREEMENT TRUSTEES TO SHAREHOLDERS
---- --------------------- ----------------- --------------------
Janus Forty Fund..... July 6, 2009 December 11, 2009 July 2, 2009(1)
Janus Fund........... July 1, 2004 as December 11, 2009 December 29, 2005(2)
amended February 1,
2006 and June 14,
2006
Janus Global
Opportunities
Fund............... July 1, 2004 as December 11, 2009 January 9, 2006(2)
amended February 1,
2006 and June 14,
2006
Janus Overseas Fund.. July 1, 2004 as December 11, 2009 January 9, 2006(2)
amended February 1,
2006 and June 14,
2006
Janus Twenty Fund.... July 1, 2004 as December 11, 2009 December 29, 2005(2)
amended February 1,
2006 and June 14,
2006
</Table>
--------
(1) Approved by the initial shareholder in connection with the Fund's
commencement of operations.
(2) To approve certain amendments to the Fund's investment advisory agreement
with Janus Capital to conform to prevailing industry practice.
The implementation of each Proposed Amended Advisory Agreement for a Fund
is contingent upon shareholder approval of that Fund.
Compensation. Pursuant to its Current Advisory Agreement, each Fund pays
Janus Capital an investment advisory fee for its services, which is calculated
daily and paid monthly. The investment advisory fee paid by each Fund to Janus
Capital under its Current Advisory Agreement is calculated at an annual fixed
rate of 0.64% of a Fund's average daily net asset value.
Under each Fund's Proposed Amended Advisory Agreement, the advisory fee
paid would consist of an annual base fee and a performance fee adjustment. The
base fee would be the same as the current fixed rate at 0.64%, but would be
subject to an adjustment up or down based on the Fund's performance relative to
its respective benchmark index, as discussed in further detail below.
Janus Capital has contractually agreed to waive the advisory fee payable by
each Fund listed below in an amount equal to the amount, if any, that the Fund's
normal operating expenses in any fiscal year, including the investment advisory
fee, but excluding any performance adjustments to management fees, the
distribution and shareholder servicing fees, applicable to Class A Shares, Class
C Shares, Class R Shares, and Class S Shares, the administrative fees applicable
to Class D Shares, Class R
30
Shares, Class S Shares, and Class T Shares, brokerage commissions, interest,
dividends, taxes, and extraordinary expenses (including, but not limited to,
acquired fund fees and expenses), exceed the annual rate shown below:
<Table>
<Caption>
FUND EXPENSE LIMIT (%)
---- -----------------
Janus Forty Fund................................ 0.78
Janus Fund...................................... 0.78
Janus Overseas Fund............................. 0.92
</Table>
The application of an expense limit, if any, will have a positive effect
upon a Fund's performance and may result in an increase in the performance
adjustment to a Fund's investment advisory fee rate. Unless terminated, revised,
or extended, each Fund's expense limit will be in effect until February 16,
2011.
Proposed Performance Fee Structure. Under the Proposed Amended Advisory
Agreements, the proposed investment advisory fee to be paid to Janus Capital by
each Fund will consist of two components: (1) a base fee calculated by applying
the current contractual fixed-rate advisory fee rate of 0.64% to a Fund's
average daily net assets during the previous month ("Base Fee Rate"), plus or
minus (2) a performance-fee adjustment ("Performance Adjustment") calculated by
applying a variable rate of up to 0.15% (positive or negative) to the Fund's
average daily net assets during the applicable performance measurement period.
The performance measurement period generally will be the previous 36 months,
although no Performance Adjustment will be made until the applicable Proposed
Amended Advisory Agreement has been in effect for at least 12 months for Janus
Fund and Janus Global Opportunities Fund; 15 months for Janus Overseas Fund; or
18 months for Janus Forty Fund and Janus Twenty Fund. When the Proposed Amended
Advisory Agreement has been in effect for at least 12 months (15 months for
Janus Overseas Fund and 18 months for Janus Forty Fund and Janus Twenty Fund),
but less than 36 months, the performance measurement period will be equal to the
time that has elapsed since the Proposed Amended Advisory Agreement took effect.
The Base Fee Rate is calculated and accrued daily. The Performance Adjustment is
calculated monthly in arrears and is accrued evenly each day throughout the
month. The investment advisory fee is paid monthly in arrears.
The Performance Adjustment may result in an increase or decrease in the
investment advisory fee paid by a Fund, depending on the investment performance
of the Fund relative to its benchmark index over the performance measurement
period (the performance of the benchmark index applicable to Janus Fund is
calculated daily based on the performance of two separate indices, each of which
are given an equal weighting (50%/50%) in the benchmark index). No Performance
Adjustment will be applied unless the difference between a 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 applicable performance
measurement period. Because the Performance Adjustment is tied to a Fund's
performance relative to its benchmark index (and not its absolute performance),
the Performance Adjustment could increase Janus Capital's fee even if the Fund's
shares lose value during the performance measurement period and could decrease
Janus Capital's fee even if the Fund's shares increase in value during the
31
performance measurement period. For purposes of computing the Base Fee Rate and
the Performance Adjustment, net assets will be averaged over different periods
(average daily net assets during the previous month for the Base Fee Rate,
versus average daily net assets during the performance measurement period for
the Performance Adjustment). Performance of a Fund is calculated net of
expenses, whereas a Fund's benchmark index does not have any fees or expenses.
Reinvestment of dividends and distributions is included in calculating both the
performance of a Fund and the Fund's benchmark index. Under extreme
circumstances involving underperformance by a rapidly shrinking Fund, the dollar
amount of the Performance Adjustment could be more than the dollar amount of the
Base Fee Rate. In such circumstances, Janus Capital would reimburse the
applicable Fund.
With the exception of Janus Twenty Fund, the investment performance of a
Fund's Class A Shares (waiving the upfront sales load) ("Class A Shares") will
be used for purposes of calculating the Fund's Performance Adjustment. After
Janus Capital determines whether a particular Fund's performance was above or
below its benchmark index by comparing the investment performance of the Fund's
Class A Shares against the cumulative investment record of that Fund's benchmark
index, Janus Capital will apply the same Performance Adjustment (positive or
negative) across each other class of shares of the Fund.
Because Janus Twenty Fund does not offer Class A Shares, the investment
performance of the Fund's Class T Shares (formerly named Class J Shares) will be
used for purposes of calculating the Fund's Performance Adjustment. After Janus
Capital determines whether Janus Twenty Fund's performance was above or below
its benchmark index by comparing the investment performance of the Fund's Class
T Shares against the cumulative investment record of the Fund's benchmark index,
Janus Capital will apply the same Performance Adjustment (positive or negative)
across any other class of shares of Janus Twenty Fund.
The Trustees may determine that a class of shares of a Fund other than
Class A Shares (Class T Shares for Janus Twenty Fund) is the most appropriate
for use in calculating the Performance Adjustment. If a different class of
shares is substituted in calculating the Performance Adjustment, the use of that
successor class of shares may apply to the entire performance measurement period
so long as the successor class was outstanding at the beginning of such period.
If the successor class of shares was not outstanding for all or a portion of the
performance measurement period, it may only be used in calculating that portion
of the Performance Adjustment attributable to the period during which the
successor class was outstanding, and any prior portion of the performance
measurement period would be calculated using the class of shares previously
designated. Any change to the class of shares used to calculate the Performance
Adjustment is subject to applicable law. The Trustees would notify you of any
such change.
Each Fund's benchmark index is identified below. The Trustees may from time
to time determine that another securities index is a more appropriate benchmark
index for purposes of evaluating the performance of that Fund. In that event,
the Trustees will
32
approve the substitution of a successor index for the Fund's benchmark index.
However, the calculation of the Performance Adjustment for any portion of the
performance measurement period prior to the adoption of the successor index will
still be based upon the Fund's performance compared to its former benchmark
index. Any change to a Fund's benchmark index for purposes of calculating the
Performance Adjustment is subject to applicable law. It is currently the
position of the Staff of the SEC that any changes to a Fund's benchmark index
will require shareholder approval. If there is a change in the Staff's position,
the Trustees intend to notify shareholders if they determine that a change in a
Fund's benchmark index is appropriate.
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 each Fund relative to the record of its benchmark index
and future changes to the size of each Fund, below is information to help you
evaluate the potential impact of this change.
If the average daily net assets of a Fund remain constant during a 36-month
performance measurement period, current net assets will be the same as average
net assets over the performance measurement 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 the 36-month performance measurement
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 measurement period.
Note that if net assets for a Fund were increasing during the performance
measurement period, the total performance fee paid, measured in dollars, would
be more than if that Fund had not increased its net assets during the
performance measurement period.
Suppose, for example, that the Performance Adjustment was being computed
after the assets of a Fund had been shrinking. Applying the monthly Base Fee
Rate of 1/12(th) of 0.64% of average daily net assets during the previous month,
assume that average daily net assets during the 36-month performance measurement
period were $500 million, but that average daily net assets during the preceding
month were just $200 million.
The Base Fee Rate would be computed as follows:
$200 million x 0.64% / 12 = $106,667
If the Fund outperformed or underperformed its benchmark index by an amount
which triggered the maximum Performance Adjustment, the Performance Adjustment
would be computed as follows:
$500 million x 0.15% / 12 = $62,500, which is approximately 1/12th of
0.375% of $200 million.
If the Fund had outperformed its benchmark index, the advisory fee rate for
that month would be a Base Fee Rate of $106,667, plus a Performance Adjustment
of $62,500, for a total fee of $169,167, which is approximately 1/12th of 1.01%
of $200 million.
33
If the Fund had underperformed its benchmark index, the advisory fee rate
for that month would be a Base Fee Rate of $106,667, minus a Performance
Adjustment of $62,500, for a total fee of $44,167, which is approximately 1/12th
of 0.26% of $200 million.
Therefore, the total advisory fee rate for that month, as a percentage of
average net assets during the preceding month, would be approximately 1/12th of
1.01% in the case of outperformance, or approximately 1/12th of 0.26% in the
case of underperformance. Under extreme circumstances involving underperformance
by a rapidly shrinking Fund, the dollar amount of the Performance Adjustment
could be more than the dollar amount of the Base Fee Rate. In such
circumstances, Janus Capital would reimburse the applicable Fund.
By contrast, the Performance Adjustment would be a smaller percentage of
current assets if the net assets of the Fund were increasing during the
performance measurement period. Suppose, for example, that the Performance
Adjustment was being computed after the assets of a Fund had been growing.
Assume its average daily net assets during the 36-month performance measurement
period were $500 million, but that average daily net assets during the preceding
month were $800 million.
The Base Fee Rate would be computed as follows:
$800 million x 0.64% / 12 = $426,667
If the Fund outperformed or underperformed its benchmark index by an amount
which triggered the maximum Performance Adjustment, the Performance Adjustment
would be computed as follows:
$500 million x 0.15% / 12 = $62,500, which is approximately 1/12th of
0.094% of $800 million.
If the Fund had outperformed its benchmark index, the advisory fee rate for
that month would be a Base Fee Rate of $426,667, plus a Performance Adjustment
of $62,500, for a total fee of $489,167, which is approximately 1/12th of 0.73%
of $800 million.
If the Fund had underperformed its benchmark index, the advisory fee rate
for that month would be a Base Fee Rate of $426,667, minus a Performance
Adjustment of $62,500, for a total fee of $364,167, which is approximately
1/12th of 0.55% of $800 million.
Therefore, the total advisory fee rate for that month, as a percentage of
average net assets during the preceding month, would be approximately 1/12th of
0.73% in the case of outperformance, or approximately 1/12th of 0.55% in the
case of underperformance.
If approved for a Fund, the Proposed Amended Advisory Agreement, including
the performance-based advisory fee structure, described in this Proposal is
expected to become effective on or about July 1, 2010. However, as noted above,
no Performance Adjustment will be made until the Proposed Amended Advisory
Agreement has been in effect for at least 12 months in the case of Janus Fund
and Janus Global Opportunities
34
Fund; 15 months in the case of Janus Overseas Fund; or 18 months in the case of
Janus Forty Fund and Janus Twenty Fund. Until such time, only the Fund's Base
Fee Rate will apply.
The proposed Base Fee Rate for each Fund (which is the same as the current
annual investment advisory fee rate paid by each Fund to Janus Capital) and each
Fund's benchmark index are shown in the following table:
<Table>
<Caption>
BASE FEE RATE
FUND BENCHMARK INDEX (ANNUAL FEE RATE)
---- ---------------------------- -----------------
Janus Forty Fund............ Russell 1000(R) Growth
Index(1) 0.64%
Janus Fund.................. Core Growth Index(2) 0.64%
Janus Global Opportunities
Fund...................... MSCI World IndexSM(3) 0.64%
Janus Overseas Fund......... MSCI All Country World
ex-U.S. Index(SM)(4) 0.64%
Janus Twenty Fund........... Russell 1000(R) Growth
Index(1) 0.64%
</Table>
--------
(1) The Russell 1000(R) Growth Index measures the performance of those Russell
1000(R) companies with higher price-to-book ratios and higher forecasted
growth values.
(2) The Core Growth Index is an internally calculated, hypothetical combination
of unmanaged indices that combines total returns from the Russell 1000(R)
Growth Index (50%) and the Standard & Poor's ("S&P") 500(R) Index (50%).
(3) The Morgan Stanley Capital International ("MSCI") World Index(SM) is a
market capitalization weighted index composed of companies representative of
the market structure of developed market countries in North America, Europe,
and the Asia/Pacific Region. The index includes reinvestment of dividends,
net of foreign withholding taxes.
(4) The MSCI All Country World ex-U.S. Index(SM) is an unmanaged, free float-
adjusted, market capitalization weighted index composed of stocks of
companies located in countries throughout the world, excluding the United
States. It is designed to measure equity market performance in global
developed and emerging markets outside the United States. The index includes
reinvestment of dividends, net of foreign withholding taxes.
COMPARISON OF CURRENT AND PRO FORMA ADVISORY FEES DURING THE PREVIOUS FISCAL
YEAR
The following table shows: (1) the dollar amount of the actual advisory
fees paid by each Fund, before and after all applicable waivers, for the fiscal
year ended October 31, 2009 (July 31, 2009 for Janus Forty Fund); (2) the dollar
amount of the pro forma advisory fees that would have been paid by each Fund,
before and after all applicable waivers, if the proposed performance-based fee
structure had been in effect during such fiscal year; and (3) for each Fund, the
difference between (i) the amount of the pro forma advisory fees, net of
waivers, that would have been paid under the performance-based fee structure and
(ii) the amount of the actual advisory fees paid, net of waivers, expressed as a
percentage of the actual advisory fees' amount. Such percentage difference is
positive when the amount of the pro forma advisory fees would have been larger
than the amount of the actual advisory fees paid by a Fund, and negative when
the amount of the pro forma advisory fees would have been smaller than the
amount of the actual advisory fees paid by a Fund. For purposes of pro forma
calculations, it is assumed that the Performance Adjustment would have been in
effect
35
during the entire fiscal year ended October 31, 2009 (July 31, 2009 for Janus
Forty Fund) and that it would have been calculated over the full preceding 36-
month performance measurement period.
For Janus Fund and Janus Overseas Fund, any advisory fee waivers shown
reflect the period July 6, 2009 through October 31, 2009 as there was no
agreement in place to waive such fees for these Funds prior to that date.
For Janus Forty Fund, any advisory fee waivers prior to July 6, 2009
reflect fee waivers in effect for Janus Adviser Forty Fund, the predecessor Fund
to Janus Forty Fund that had a different expense limit agreement than the one
currently in effect for Janus Forty Fund. If the expense limit currently in
effect for Janus Forty Fund would have been in effect during the period July 31,
2008 to July 6, 2009, the amounts shown in the table below that include waivers
would be different. Janus Twenty Fund and Janus Global Opportunities Fund do not
have any agreements in effect for waivers of the advisory fee paid to Janus
Capital.
Note that while the table below reflects pro forma fees that are higher
than the actual fees paid, this does not mean that you will automatically pay
higher advisory fees if the performance fee structure is approved. This is
because the performance fee structure only takes into account Fund performance
after the date the structure is implemented, so that a Fund's performance prior
to the implementation date has no impact on the advisory fees to be paid after
that date. If the performance fee structure is approved, the advisory fees a
Fund pays will depend exclusively on the cumulative performance of the Fund
relative to the approved Fund benchmark index, as well as future changes to the
size of the Fund, over the specified performance period.
<Table>
<Caption>
ACTUAL ADVISORY FEES PRO FORMA ADVISORY FEES*
-------------------------------------- ------------------------------------- DIFFERENCE
ACTUAL ACTUAL PRO FORMA PRO FORMA BETWEEN PRO
ADVISORY FEE ADVISORY ADVISORY ADVISORY FORMA AND
BEFORE FEE AFTER FEE BEFORE PRO FORMA FEE AFTER ACTUAL
WAIVER WAIVER WAIVER WAIVER WAIVER WAIVER ADVISORY FEE
FUND ($) (000'S) ($) (000'S) ($) (000'S) ($) (000'S) ($) (000'S) ($) (000'S) AFTER WAIVER
---- ------------ ----------- ----------- ----------- ----------- ----------- ------------
Janus Forty Fund..... 28,103 1,561 26,542 34,193 1,561 32,632 22.95%
Janus Fund........... 46,943 2 46,941 54,084 2 54,082 15.21%
Janus Global
Opportunities
Fund............... 543 N/A 543 652 N/A 652 20.10%
Janus Overseas Fund.. 38,344 43 38,301 50,129 43 50,086 30.77%
Janus Twenty Fund.... 49,894 N/A 49,894 65,505 N/A 65,505 31.29%
</Table>
--------
* As described in this Proxy Statement, any Performance Adjustment included in
calculating the Pro Forma Advisory Fees for each Fund, except Janus Forty
Fund, is based on the investment performance of the Fund's Class T Shares
(formerly named Class J Shares), versus the Fund's benchmark index over the
36-month period ended October 31, 2009.
Any Performance Adjustment included in calculating the Pro Forma Advisory
Fees for Janus Forty Fund is based on the investment performance of the Fund's
Class A Shares versus the Fund's benchmark index over the 36-month period ended
July 31, 2009. Janus Forty Fund's Class A Shares commenced operations on July 6,
2009 after the reorganization of Class A Shares of Janus Adviser Forty Fund
("JAD predecessor fund") into Class A Shares of Janus Forty Fund. As a result,
for the applicable period
36
prior to July 6, 2009, the Performance Adjustment is based on the investment
performance of the JAD predecessor fund's Class A Shares calculated using the
fees and expenses of the JAD predecessor fund's Class A Shares, net of any fee
and expense limitations or waivers.
Although the Performance Adjustment for Janus Fund, Janus Global
Opportunities Fund and Janus Overseas Fund, when implemented, will be calculated
based on the performance of that Fund's Class A Shares (load-waived), the pro
forma numbers for these Funds in this Proxy Statement are based on the
performance of Class T Shares. This is because Class A Shares of these Funds did
not commence operations until July 6, 2009, and therefore, a pro forma
calculation could only assume that the performance fee had been in effect for
the period July 6, 2009 through October 31, 2009 (the end of the fiscal year)
rather than a three-year period ended October 31, 2009. (A rolling three-year
period is how the Fund's management fee will be calculated once it reaches three
years from implementation of the performance fee.) Class T Shares was selected
as the class to use for calculating the pro forma numbers given the similarities
in fees between Class T Shares and Class A Shares (load-waived). Although using
Class A Shares to calculate the pro forma management fee may result in a
different result than Class T Shares, the pro forma numbers provided in this
proxy statement should give you a good understanding of the impact of
performance fees on your Fund and what the management fee would have been if a
performance fee were in effect for your Fund for the three-year period ended
October 31, 2009. Regardless of whether Class A Shares or Class T Shares is used
to calculate the pro forma management fee, the management fee that will be paid
by your Fund if a performance fee is approved will depend on the performance of
the Fund compared to its benchmark for the period beginning on or about July 1,
2010. Your management fee would begin adjusting up or down beginning July 1,
2011 or later, as described in this Proxy Statement.
2.A. JANUS FORTY FUND
HYPOTHETICAL EXAMPLE
The following hypothetical examples illustrate the application of the
Performance Adjustment for Janus Forty Fund. The examples assume that the
average daily net assets of the Fund remain constant during a 36-month
performance measurement period. The Performance Adjustment would be a smaller
percentage of current assets if the net assets of the Fund were increasing
during the performance measurement period, and a greater percentage of current
assets if the net assets of the Fund were decreasing during the performance
measurement 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 July
31, 2008 and July 31, 2009 were $6,972,320,122 and $5,470,535,332, 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 8.50% over the same period.
The Performance Adjustment is made in even increments for every 0.50% difference
in the investment
37
performance of the Fund's Class A Shares (waiving the upfront sales load)
compared to the cumulative investment record of the Russell 1000(R) Growth
Index.
EXAMPLE 1: Fund Outperforms its Benchmark by 8.50%
If the Fund has outperformed the Russell 1000(R) Growth Index by 8.50%
during the preceding 36 months, the Fund would calculate the investment advisory
fee as follows:
<Table>
<Caption>
PERFORMANCE ADJUSTMENT TOTAL ADVISORY FEE RATE
BASE FEE RATE RATE FOR THAT MONTH
------------------------ ------------------------ ------------------------
1/12(th) of 0.64% 1/12(th) of 0.15% 1/12(th) of 0.79%
</Table>
EXAMPLE 2: Fund Performance Tracks its Benchmark
If the Fund's performance has tracked the performance of the Russell
1000(R) Growth Index during the preceding 36 months, the Fund would calculate
the investment advisory fee as follows:
<Table>
<Caption>
PERFORMANCE ADJUSTMENT TOTAL ADVISORY FEE RATE
BASE FEE RATE RATE FOR THAT MONTH
------------------------ ------------------------ ------------------------
1/12(th) of 0.64% 0.00% 1/12(th) of 0.64%
</Table>
EXAMPLE 3: Fund Underperforms its Benchmark by 8.50%
If the Fund has underperformed the Russell 1000(R) Growth Index by 8.50%
during the preceding 36 months, the Fund would calculate the investment advisory
fee as follows:
<Table>
<Caption>
PERFORMANCE ADJUSTMENT TOTAL ADVISORY FEE RATE
BASE FEE RATE RATE FOR THAT MONTH
------------------------ ------------------------ ------------------------
1/12(th) of 0.64% 1/12(th) of -0.15% 1/12(th) of 0.49%
</Table>
COMPARISON OF CURRENT AND PRO FORMA EXPENSES
The following tables describe the shareholder fees and annual fund
operating expenses that you may pay if you buy and hold shares of the Fund under
the current fee structure and proposed performance-based fee structure, without
giving effect to any applicable fee waivers. For purposes of pro forma
calculations, it is assumed that the Performance Adjustment would have been in
effect during the entire fiscal year ended July 31, 2009, and that it would have
been calculated over a full 36-month performance measurement period. The fees
and expenses shown were determined based upon average net assets as of the
fiscal year ended July 31, 2009. For the 36-month period ended July 31, 2009,
the Fund outperformed the Russell 1000(R) Growth Index and the fiscal year-end
average daily net assets were higher than the trailing 36-month average daily
net assets, resulting in the pro forma management fee shown in the Annual Fund
Operating Expenses table below.
Shareholder fees are those paid directly from your investment and may
include sales loads, redemption fees or exchange fees.
Annual fund operating expenses are paid out of the Fund's assets and
include fees for portfolio management, maintenance of shareholder accounts,
shareholder servicing,
38
accounting and other services. You do not pay these fees directly but, as the
examples show, these costs are borne indirectly by all shareholders.
The Fund has entered into an expense waiver agreement with Janus Capital.
In the expense waiver agreement, Janus Capital has agreed to reduce annual Fund
operating expenses to the extent that total operating expenses exceed a specific
percentage of average daily net assets, subject to certain limitations described
in the expense waiver agreement. Additional details with respect to the expense
waiver agreement are described in the footnotes to the Annual Fund Operating
Expenses table listed below. As a result of the expense waiver agreement, the
Total Annual Fund Operating Expenses may be less than the amount listed in the
table below.
SHAREHOLDER FEES (PAID DIRECTLY FROM YOUR INVESTMENT)(1)
(CURRENT AND PRO FORMA STRUCTURE)
<Table>
<Caption>
CLASS A CLASS C CLASS I CLASS R CLASS S CLASS T
------- ------- ------- ------- ------- -------
Maximum Sales Charge (load)
Imposed on Purchases (as a
% of offering price)....... 5.75%(2) None None None None None
Maximum Deferred Sales Charge
(load) (as a % of the lower
original purchase price or
redemption proceeds)....... None(3) 1.00%(4) None None None None
Redemption Fee............... None None None None None None
Exchange Fee................. None None None None None None
</Table>
ANNUAL FUND OPERATING EXPENSES (DEDUCTED FROM FUND ASSETS)(5)
<Table>
<Caption>
ACQUIRED
DISTRIBUTION/ FUND(9) TOTAL ANNUAL
MANAGEMENT SERVICE OTHER FEES AND FUND OPERATING
FEE(6) (12B-1) FEES(7) EXPENSES(8) EXPENSES EXPENSES(10)
---------- --------------- ----------- -------- --------------
JANUS FORTY FUND
Class A Shares
Current.......... 0.64% 0.25% 0.14% 0.02% 1.05%
Pro Forma........ 0.77% 0.25% 0.14% 0.02% 1.18%
Class C Shares
Current.......... 0.64% 1.00% 0.17% 0.02% 1.83%
Pro Forma........ 0.77% 1.00% 0.17% 0.02% 1.96%
Class I Shares
Current.......... 0.64% N/A 0.03% 0.02% 0.69%
Pro Forma........ 0.77% N/A 0.03% 0.02% 0.82%
Class R Shares
Current.......... 0.64% 0.50% 0.27% 0.02% 1.43%
Pro Forma........ 0.77% 0.50% 0.27% 0.02% 1.56%
</Table>
39
<Table>
<Caption>
ACQUIRED
DISTRIBUTION/ FUND(9) TOTAL ANNUAL
MANAGEMENT SERVICE OTHER FEES AND FUND OPERATING
FEE(6) (12B-1) FEES(7) EXPENSES(8) EXPENSES EXPENSES(10)
---------- --------------- ----------- -------- --------------
Class S Shares
Current.......... 0.64% 0.25% 0.26% 0.02% 1.17%
Pro Forma........ 0.77% 0.25% 0.26% 0.02% 1.30%
Class T Shares
Current.......... 0.64% N/A 0.27% 0.02% 0.93%
Pro Forma........ 0.77% N/A 0.27% 0.02% 1.06%
</Table>
EXAMPLES:
THE FOLLOWING EXAMPLES ARE BASED ON EXPENSES WITHOUT WAIVERS, AS SHOWN IN
THE TABLES ABOVE. These examples are intended to help you compare the cost of
investing in the Fund, under both the current fee structure and the proposed fee
structure, 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 without a sales charge. 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. The pro forma calculations assume that
the Performance Adjustment had been in effect for a 36-month period as of the
end of the last fiscal year (July 31, 2009). Although your actual costs may be
higher or lower, based on these assumptions your costs would be:
IF YOU REDEEM YOUR SHARES:*
<Table>
<Caption>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
JANUS FORTY FUND
Class A Shares
Current............................ $676 $890 $1,121 $1,784
Pro Forma.......................... 688 928 1,187 1,924
Class C Shares
Current............................ 286 576 990 2,148
Pro Forma.......................... 299 615 1,057 2,285
Class I Shares
Current............................ 70 221 384 859
Pro Forma.......................... 84 262 455 1,014
Class R Shares
Current............................ 146 452 782 1,713
Pro Forma.......................... 159 493 850 1,856
Class S Shares
Current............................ 119 372 644 1,420
Pro Forma.......................... 132 412 713 1,568
Class T Shares
Current............................ 95 296 515 1,143
Pro Forma.......................... 108 337 585 1,294
</Table>
40
IF YOU DO NOT REDEEM YOUR SHARES:*
<Table>
<Caption>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
JANUS FORTY FUND
Class A Shares
Current............................ $676 $890 $1,121 $1,784
Pro Forma.......................... 688 928 1,187 1,924
Class C Shares
Current............................ 186 576 990 2,148
Pro Forma.......................... 199 615 1,057 2,285
Class I Shares
Current............................ 70 221 384 859
Pro Forma.......................... 84 262 455 1,014
Class R Shares
Current............................ 146 452 782 1,713
Pro Forma.......................... 159 493 850 1,856
Class S Shares
Current............................ 119 372 644 1,420
Pro Forma.......................... 132 412 713 1,568
Class T Shares
Current............................ 95 296 515 1,143
Pro Forma.......................... 108 337 585 1,294
</Table>
--------
(1) Your financial intermediary may charge you a separate or additional fee for
purchases and redemptions of shares.
(2) Sales charge may be waived for certain investors, as described in the
Shareholder's Guide in the Fund's prospectus.
(3) A contingent deferred sales charge of up to 1.00% may be imposed on certain
redemptions of Class A Shares bought without an initial sales charge and
then redeemed within 12 months of purchase. This sales charge is not
reflected in the table or the example.
(4) A contingent deferred sales charge of 1.00% applies on Class C Shares
redeemed within 12 months of purchase. The contingent deferred sales charge
may be waived for certain investors.
(5) All expenses are shown without the effect of expense offset arrangements.
Pursuant to such arrangements, credits realized as a result of uninvested
cash balances are used to reduce custodian and transfer agent expenses.
(6) The "Management Fee" is the investment advisory fee rate paid by the Fund
to Janus Capital. Any Performance Adjustment included in calculating the
Pro Forma Management Fee as shown for each class of shares of the Fund is
based on the investment performance of the Fund's Class A Shares (waiving
the upfront sales charge) versus the Russell 1000(R) Growth Index over the
36-month period ended July 31, 2009. Once the Performance Adjustment is
determined, it is applied across each other class of shares of the Fund.
(7) Includes a shareholder servicing fee of up to 0.25% for Class C Shares.
Because the 12b-1 fee is charged as an ongoing fee, over time the fee will
increase the cost of your investment and may cost you more than paying
other types of sales charges.
(8) For Class A Shares, Class C Shares and Class I Shares, Other Expenses may
include administrative fees charged by intermediaries for the provision of
administrative services, including recordkeeping, subaccounting, order
processing for omnibus or networked accounts, or other shareholder services
provided on behalf of shareholders of the Fund. For Class R Shares, Class S
Shares and Class T Shares, Other Expenses include an annual administrative
services fee rate of 0.25% of the average daily net assets of each class to
compensate Janus Services LLC for providing, or arranging for the provision
of,
41
administrative services, including recordkeeping, subaccounting, order
processing for omnibus or networked accounts, or other shareholder services
provided on behalf of retirement plan participants, pension plan
participants, or other underlying investors investing through institutional
channels.
(9) "Acquired Fund" means any underlying fund (including, but not limited to,
exchange-traded funds) in which the Fund invests or has invested during the
period. Total Annual Fund Operating Expenses shown may not correlate to the
Fund's "ratio of gross expenses to average net assets" appearing in the
Fund's financial statements, which reflect the operating expenses of the
Fund and does not include Acquired Fund fees and expenses.
(10) Total Annual Fund Operating Expenses do not reflect the application of a
contractual expense waiver by Janus Capital. Janus Capital has
contractually agreed to waive the Fund's total annual fund operating
expenses (excluding any performance adjustments to management fees,
distribution and shareholder servicing fees (applicable to Class A Shares,
Class C Shares, Class R Shares, and Class S Shares), administrative
services fees payable pursuant to the Transfer Agency Agreement (applicable
to Class R Shares, Class S Shares, and Class T Shares), brokerage
commissions, interest, dividends, taxes, and extraordinary expenses
including, but not limited to, acquired fund fees and expenses) to the
extent such operating expenses exceed 0.78% of average daily net assets on
the fiscal year ending date in which the agreement is in effect. Because a
fee waiver will have a positive effect upon the Fund's performance, a fund
that pays a performance-based investment advisory fee may experience a
performance adjustment that is considered favorable to Janus Capital as a
result of a fee waiver that is in place during the period when the
performance adjustment applies. The current agreement will be in effect
until February 16, 2011, unless terminated, revised or extended.
Additionally, the current agreement does not contain any provisions
allowing for the recoupment of any fees waived. Based on information in the
table above, with the waiver, assuming Net Annual Fund Operating Expenses
would have been included in the table above, those expenses are as follows:
Class A Shares - 1.05% (pro forma - 1.18%); Class C Shares - 1.80% (pro
forma - 1.93%); Class I Shares - 0.69% (pro forma - 0.82%); Class R
Shares - 1.43% (pro forma - 1.56%); Class S Shares - 1.17% (pro
forma - 1.30%); and Class T Shares - 0.93% (pro forma - 1.06%).
* The Pro Forma numbers shown for each class of shares of the Fund include a
pro forma management fee calculated as described in the text and related
footnotes that accompany the fee table above.
2.B. JANUS FUND
HYPOTHETICAL EXAMPLE
The following hypothetical examples illustrate the application of the
Performance Adjustment for Janus Fund. The examples assume that the average
daily net assets of the Fund remain constant during a 36-month performance
measurement period. The Performance Adjustment would be a smaller percentage of
current assets if the net assets of the Fund were increasing during the
performance measurement period, and a greater percentage of current assets if
the net assets of the Fund were decreasing during the performance measurement
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 October 31,
2008 and October 31, 2009 were $7,528,294,073 and $8,221,025,987, 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 4.50% 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 load) compared to the cumulative investment record of the Core Growth
Index, which is calculated using an equal weighting (50%/50%) of the Russell
1000(R) Growth Index and the S&P 500(R) Index.
42
EXAMPLE 1: Fund Outperforms its Benchmark by 4.50%
If the Fund has outperformed the Core Growth Index by 4.50% during the
preceding 36 months, the Fund would calculate the investment advisory fee as
follows:
<Table>
<Caption>
PERFORMANCE ADJUSTMENT TOTAL ADVISORY FEE RATE
BASE FEE RATE RATE FOR THAT MONTH
------------------------ ------------------------ ------------------------
1/12(th) of 0.64% 1/12(th) of 0.15% 1/12(th) of 0.79%
</Table>
EXAMPLE 2: Fund Performance Tracks its Benchmark
If the Fund's performance has tracked the performance of the Core Growth
Index during the preceding 36 months, the Fund would calculate the investment
advisory fee as follows:
<Table>
<Caption>
PERFORMANCE ADJUSTMENT TOTAL ADVISORY FEE RATE
BASE FEE RATE RATE FOR THAT MONTH
------------------------ ------------------------ ------------------------
1/12(th) of 0.64% 0.00% 1/12(th) of 0.64%
</Table>
EXAMPLE 3: Fund Underperforms its Benchmark by 4.50%
If the Fund has underperformed the Core Growth Index by 4.50% during the
preceding 36 months, the Fund would calculate the investment advisory fee as
follows:
<Table>
<Caption>
PERFORMANCE ADJUSTMENT TOTAL ADVISORY FEE RATE
BASE FEE RATE RATE FOR THAT MONTH
------------------------ ------------------------ ------------------------
1/12(th) of 0.64% 1/12(th) of -0.15% 1/12(th) of 0.49%
</Table>
COMPARISON OF CURRENT AND PRO FORMA EXPENSES
The following tables describe the shareholder fees and annual fund
operating expenses that you may pay if you buy and hold shares of the Fund under
the current fee structure and proposed performance-based fee structure, without
giving effect to any applicable fee waivers. For purposes of pro forma
calculations, it is assumed that the Performance Adjustment would have been in
effect during the entire fiscal year ended October 31, 2009, and that it would
have been calculated over a full 36-month performance measurement period. The
fees and expenses shown were determined based upon average net assets as of the
fiscal year ended October 31, 2009. For the 36-month period ended October 31,
2009, the Fund outperformed the Core Growth Index and the fiscal year-end
average daily net assets were lower than the trailing 36-month average daily net
assets, resulting in the pro forma management fee shown in the Annual Fund
Operating Expenses table below.
Shareholder fees are those paid directly from your investment and may
include sales loads, redemption fees or exchange fees.
Annual fund operating expenses are paid out of the Fund's assets and
include fees for portfolio management, maintenance of shareholder accounts,
shareholder servicing, accounting and other services. You do not pay these fees
directly but, as the examples show, these costs are borne indirectly by all
shareholders.
43
The Fund has entered into an expense waiver agreement with Janus Capital.
In the expense waiver agreement, Janus Capital has agreed to reduce annual Fund
operating expenses to the extent that total operating expenses exceed a specific
percentage of average daily net assets, subject to certain limitations described
in the expense waiver agreement. Additional details with respect to the expense
waiver agreement are described in the footnotes to the Annual Fund Operating
Expenses table listed below. As a result of the expense waiver agreement, the
Total Annual Fund Operating Expenses may be less than the amount listed in the
table below.
SHAREHOLDER FEES (PAID DIRECTLY FROM YOUR INVESTMENT)(1)
(CURRENT AND PRO FORMA STRUCTURE)
<Table>
<Caption>
CLASS A CLASS C CLASS D CLASS I CLASS R CLASS S CLASS T
------- ------- ------- ------- ------- ------- -------
Maximum Sales Charge
(load) Imposed on
Purchases (as a % of
offering price)...... 5.75%(2) None None None None None None
Maximum Deferred Sales
Charge (load) (as a %
of the lower original
purchase price or
redemption
proceeds)............ None(3) 1.00%(4) None None None None None
Redemption Fee......... None None None None None None None
Exchange Fee........... None None None None None None None
</Table>
ANNUAL FUND OPERATING EXPENSES (DEDUCTED FROM FUND ASSETS)(5)
<Table>
<Caption>
ACQUIRED
DISTRIBUTION/ FUND(9) TOTAL ANNUAL
MANAGEMENT SERVICE (12B-1) OTHER FEES AND FUND OPERATING
FEE(6) FEES(7) EXPENSES(8) EXPENSES EXPENSES(10)
---------- --------------- ----------- -------- --------------
JANUS FUND
Class A Shares
Current........... 0.64% 0.25% 0.18% 0.01% 1.08%
Pro Forma......... 0.74% 0.25% 0.18% 0.01% 1.18%
Class C Shares
Current........... 0.64% 1.00% 0.25% 0.01% 1.90%
Pro Forma......... 0.74% 1.00% 0.25% 0.01% 2.00%
Class D Shares(11)
Current........... 0.64% N/A 0.18% 0.01% 0.83%
Pro Forma......... 0.74% N/A 0.18% 0.01% 0.93%
Class I Shares
Current........... 0.64% N/A 0.09% 0.01% 0.74%
Pro Forma......... 0.74% N/A 0.09% 0.01% 0.84%
Class R Shares
Current........... 0.64% 0.50% 0.31% 0.01% 1.46%
Pro Forma......... 0.74% 0.50% 0.31% 0.01% 1.56%
</Table>
44
<Table>
<Caption>
ACQUIRED
DISTRIBUTION/ FUND(9) TOTAL ANNUAL
MANAGEMENT SERVICE (12B-1) OTHER FEES AND FUND OPERATING
FEE(6) FEES(7) EXPENSES(8) EXPENSES EXPENSES(10)
---------- --------------- ----------- -------- --------------
Class S Shares
Current........... 0.64% 0.25% 0.31% 0.01% 1.21%
Pro Forma......... 0.74% 0.25% 0.31% 0.01% 1.31%
Class T Shares(12)
Current........... 0.64% N/A 0.31% 0.01% 0.96%
Pro Forma......... 0.74% N/A 0.31% 0.01% 1.06%
</Table>
EXAMPLES:
THE FOLLOWING EXAMPLES ARE BASED ON EXPENSES WITHOUT WAIVERS, AS SHOWN IN
THE TABLES ABOVE. These examples are intended to help you compare the cost of
investing in the Fund, under both the current fee structure and the proposed fee
structure, 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 without a sales charge. 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. The pro forma calculations assume that
the Performance Adjustment had been in effect for a 36-month period as of the
end of the last fiscal year (October 31, 2009). Although your actual costs may
be higher or lower, based on these assumptions your costs would be:
IF YOU REDEEM YOUR SHARES:*
<Table>
<Caption>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
JANUS FUND
Class A Shares
Current............................ $679 $899 $1,136 $1,816
Pro Forma.......................... 688 928 1,187 1,924
Class C Shares
Current............................ 293 597 1,026 2,222
Pro Forma.......................... 303 627 1,078 2,327
Class D Shares
Current............................ 85 265 460 1,025
Pro Forma.......................... 95 296 515 1,143
Class I Shares
Current............................ 76 237 411 918
Pro Forma.......................... 86 268 466 1,037
Class R Shares
Current............................ 149 462 797 1,746
Pro Forma.......................... 159 493 850 1,856
Class S Shares
Current............................ 123 384 665 1,466
Pro Forma.......................... 133 415 718 1,579
</Table>
45
<Table>
<Caption>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
Class T Shares
Current............................ $ 98 $306 $ 531 $1,178
Pro Forma.......................... 108 337 585 1,294
</Table>
IF YOU DO NOT REDEEM YOUR SHARES:*
<Table>
<Caption>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
JANUS FUND
Class A Shares
Current............................ $679 $899 $1,136 $1,816
Pro Forma.......................... 688 928 1,187 1,924
Class C Shares
Current............................ 193 597 1,026 2,222
Pro Forma.......................... 203 627 1,078 2,327
Class D Shares
Current............................ 85 265 460 1,025
Pro Forma.......................... 95 296 515 1,143
Class I Shares
Current............................ 76 237 411 918
Pro Forma.......................... 86 268 466 1,037
Class R Shares
Current............................ 149 462 797 1,746
Pro Forma.......................... 159 493 850 1,856
Class S Shares
Current............................ 123 384 665 1,466
Pro Forma.......................... 133 415 718 1,579
Class T Shares
Current............................ 98 306 531 1,178
Pro Forma.......................... 108 337 585 1,294
</Table>
--------
(1) Your financial intermediary may charge you a separate or additional fee for
purchases and redemptions of shares.
(2) Sales charge may be waived for certain investors, as described in the
Shareholder's Guide in the Fund's prospectus.
(3) A contingent deferred sales charge of up to 1.00% may be imposed on certain
redemptions of Class A Shares bought without an initial sales charge and
then redeemed within 12 months of purchase. This sales charge is not
reflected in the example.
(4) A contingent deferred sales charge of 1.00% applies on Class C Shares
redeemed within 12 months of purchase. The contingent deferred sales charge
may be waived for certain investors.
(5) All expenses are shown without the effect of expense offset arrangements.
Pursuant to such arrangements, credits realized as a result of uninvested
cash balances are used to reduce custodian and transfer agent expenses.
(6) The "Management Fee" is the investment advisory fee rate paid by the Fund
to Janus Capital. Any Performance Adjustment included in calculating the
Pro Forma Management Fee as shown for each class of shares of the Fund is
based on the investment performance of the Fund's Class T Shares versus the
Core Growth Index over the 36-month period ended October 31, 2009. Once the
Performance Adjustment is determined, it is applied across each other class
of shares of the Fund.
46
(7) Includes a shareholder servicing fee of up to 0.25% for Class C Shares.
Because the 12b-1 fee is charged as an ongoing fee, over time the fee will
increase the cost of your investment and may cost you more than paying
other types of sales charges.
(8) For Class A Shares, Class C Shares and Class I Shares, Other Expenses may
include administrative fees charged by intermediaries for the provision of
administrative services, including recordkeeping, subaccounting, order
processing for omnibus or networked accounts, or other shareholder services
provided on behalf of shareholders of the Fund. For Class R Shares, Class S
Shares, and Class T Shares, Other Expenses include an annual administrative
services fee of 0.25% of the average daily net assets of each class to
compensate Janus Services LLC for providing, or arranging for the provision
of, administrative services, including recordkeeping, subaccounting, order
processing for omnibus or networked accounts, or other shareholder services
provided on behalf of retirement plan participants, pension plan
participants, or other underlying investors investing through institutional
channels. For Class D Shares, Other Expenses include an administrative fee
of 0.12% of the average daily net assets of Class D Shares for shareholder
services provided by Janus Services LLC.
(9) "Acquired Fund" means any underlying fund (including, but not limited to,
exchange-traded funds) in which the Fund invests or has invested during the
period. Total Annual Fund Operating Expenses shown may not correlate to the
Fund's "ratio of gross expenses to average net assets" appearing in the
Fund's financial statements, which reflect the operating expenses of the
Fund and does not include Acquired Fund fees and expenses.
(10) Total Annual Fund Operating Expenses do not reflect the application of a
contractual expense waiver by Janus Capital. Effective July 6, 2009, Janus
Capital has contractually agreed to waive the Fund's total annual fund
operating expenses (excluding any performance adjustments to management
fees, distribution and shareholder servicing fees (applicable to Class A
Shares, Class C Shares, Class R Shares, and Class S Shares), administrative
fees payable pursuant to the Transfer Agency Agreement (applicable to Class
D Shares, Class R Shares, Class S Shares, and Class T Shares), brokerage
commissions, interest, dividends, taxes, and extraordinary expenses
including, but not limited to, acquired fund fees and expenses) to the
extent such operating expenses exceed 0.78% of average daily net assets on
the fiscal year ending date in which the agreement is in effect. Because a
fee waiver will have a positive effect upon the Fund's performance, a fund
that pays a performance-based investment advisory fee may experience a
performance adjustment that is considered favorable to Janus Capital as a
result of a fee waiver that is in place during the period when the
performance adjustment applies. The current agreement will be in effect
until February 16, 2011, unless terminated, revised or extended.
Additionally, the current agreement does not contain any provisions
allowing for the recoupment of any fees waived. Based on information in the
table above, with the waiver, assuming Net Annual Fund Operating Expenses
would have been included in the table above, those expenses are as follows:
Class A Shares - 1.04% (pro forma - 1.14%); Class C Shares - 1.79% (pro
forma - 1.89%); Class D Shares - 0.83% (pro forma - 0.93%); Class I
Shares - 0.74% (pro forma - 0.84%); Class R Shares - 1.46% (pro
forma - 1.56%); Class S Shares - 1.21% (pro forma - 1.31%); and Class T
Shares - 0.96% (pro forma - 1.06%).
(11) Class D Shares launched on February 16, 2010. The fees and expenses shown
are estimated based on the Fund's assets as of October 31, 2009.
(12) Formerly named Class J Shares.
* The Pro Forma numbers shown for each class of shares of the Fund include a
pro forma management fee calculated as described in the text and related
footnotes that accompany the fee table above.
2.C. JANUS GLOBAL OPPORTUNITIES FUND
HYPOTHETICAL EXAMPLE
The following hypothetical examples illustrate the application of the
Performance Adjustment for Janus Global Opportunities Fund. The examples assume
that the average daily net assets of the Fund remain constant during a 36-month
performance measurement period. The Performance Adjustment would be a smaller
percentage of current
47
assets if the net assets of the Fund were increasing during the performance
measurement period, and a greater percentage of current assets if the net assets
of the Fund were decreasing during the performance measurement 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 October 31, 2008 and October 31,
2009 were $85,624,514 and $99,017,213, 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 7.00% 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 load) compared to the cumulative investment record of the Morgan Stanley
Capital International ("MSCI") World Index(SM).
EXAMPLE 1: Fund Outperforms its Benchmark by 7.00%
If the Fund has outperformed the MSCI World Index(SM) by 7.00% during the
preceding 36 months, the Fund would calculate the investment advisory fee as
follows:
<Table>
<Caption>
PERFORMANCE ADJUSTMENT TOTAL ADVISORY FEE RATE
BASE FEE RATE RATE FOR THAT MONTH
------------------------ ------------------------ ------------------------
1/12(th) of 0.64% 1/12(th) of 0.15% 1/12(th) of 0.79%
</Table>
EXAMPLE 2: Fund Performance Tracks its Benchmark
If the Fund's performance has tracked the performance of the MSCI World
Index(SM) during the preceding 36 months, the Fund would calculate the
investment advisory fee as follows:
<Table>
<Caption>
PERFORMANCE ADJUSTMENT TOTAL ADVISORY FEE RATE
BASE FEE RATE RATE FOR THAT MONTH
------------------------ ------------------------ ------------------------
1/12(th) of 0.64% 0.00% 1/12(th) of 0.64%
</Table>
EXAMPLE 3: Fund Underperforms its Benchmark by 7.00%
If the Fund has underperformed the MSCI World Index(SM) by 7.00% during the
preceding 36 months, the Fund would calculate the investment advisory fee as
follows:
<Table>
<Caption>
PERFORMANCE ADJUSTMENT TOTAL ADVISORY FEE RATE
BASE FEE RATE RATE FOR THAT MONTH
------------------------ ------------------------ ------------------------
1/12(th) of 0.64% 1/12(th) of -0.15% 1/12(th) of 0.49%
</Table>
COMPARISON OF CURRENT AND PRO FORMA EXPENSES
The following tables describe the shareholder fees and annual fund
operating expenses that you may pay if you buy and hold shares of the Fund under
the current fee structure and proposed performance-based fee structure. For
purposes of pro forma calculations, it is assumed that the Performance
Adjustment would have been in effect during the entire fiscal year ended October
31, 2009, and that it would have been calculated over a full 36-month
performance measurement period. The fees and
48
expenses shown were determined based upon average net assets as of the fiscal
year ended October 31, 2009. For the 36-month period ended October 31, 2009, the
Fund outperformed the MSCI World Index(SM) and the fiscal year-end average daily
net assets were lower than the trailing 36-month average daily net assets,
resulting in the pro forma management fee shown in the Annual Fund Operating
Expenses table below. The performance numbers do not take into account any
changes made to the Fund's investment objective and strategies as described in
Proposal 5 in this Proxy Statement. It is not possible to predict the impact of
such changes on the Fund's management fee or total expense ratio.
Shareholder fees are those paid directly from your investment and may
include sales loads, redemption fees or exchange fees.
Annual fund operating expenses are paid out of the Fund's assets and
include fees for portfolio management, maintenance of shareholder accounts,
shareholder servicing, accounting and other services. You do not pay these fees
directly but, as the examples show, these costs are borne indirectly by all
shareholders.
SHAREHOLDER FEES (PAID DIRECTLY FROM YOUR INVESTMENT)(1)
(CURRENT AND PRO FORMA STRUCTURE)
<Table>
<Caption>
CLASS A CLASS C CLASS D CLASS I CLASS S CLASS T
------- ------- ------- ------- ------- -------
Maximum Sales Charge
(load) Imposed on
Purchases (as a % of
offering price)...... 5.75%(2) None None None None None
Maximum Deferred Sales
Charge (load) (as a %
of the lower original
purchase price or
redemption
proceeds)............ None(3) 1.00%(4) None None None None
Redemption Fee on
shares held for 90
days or less (as a %
of amount redeemed).. None None 2.00%(5)(6) 2.00%(5)(6) 2.00%(5)(6) 2.00%(5)(6)
Exchange Fee........... None None None(6) None(6) None(6) None(6)
</Table>
ANNUAL FUND OPERATING EXPENSES (DEDUCTED FROM FUND ASSETS)(7)
<Table>
<Caption>
DISTRIBUTION/ ACQUIRED TOTAL
SERVICE FUND(11) ANNUAL
MANAGEMENT (12B-1) OTHER FEES AND FUND OPERATING
FEE(8) FEES(9) EXPENSES(10) EXPENSES EXPENSES
---------- ------------- ------------ -------- --------------
JANUS GLOBAL
OPPORTUNITIES FUND
Class A Shares
Current............ 0.64% 0.25% 0.49% 0.01% 1.39%
Pro Forma.......... 0.77% 0.25% 0.49% 0.01% 1.52%
</Table>
49
<Table>
<Caption>
DISTRIBUTION/ ACQUIRED TOTAL
SERVICE FUND(11) ANNUAL
MANAGEMENT (12B-1) OTHER FEES AND FUND OPERATING
FEE(8) FEES(9) EXPENSES(10) EXPENSES EXPENSES
---------- ------------- ------------ -------- --------------
Class C Shares
Current............ 0.64% 1.00% 0.49% 0.01% 2.14%
Pro Forma.......... 0.77% 1.00% 0.49% 0.01% 2.27%
Class D Shares(12)
Current............ 0.64% N/A 0.61% 0.01% 1.26%
Pro Forma.......... 0.77% N/A 0.61% 0.01% 1.39%
Class I Shares
Current............ 0.64% N/A 0.49% 0.01% 1.14%
Pro Forma.......... 0.77% N/A 0.49% 0.01% 1.27%
Class S Shares
Current............ 0.64% 0.25% 0.74% 0.01% 1.64%
Pro Forma.......... 0.77% 0.25% 0.74% 0.01% 1.77%
Class T Shares(13)
Current............ 0.64% N/A 0.74% 0.01% 1.39%
Pro Forma.......... 0.77% N/A 0.74% 0.01% 1.52%
</Table>
EXAMPLES:
THE FOLLOWING EXAMPLES ARE BASED ON EXPENSES AS SHOWN IN THE TABLES ABOVE.
These examples are intended to help you compare the cost of investing in the
Fund, under both the current fee structure and the proposed fee structure, 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 without a sales charge. The examples also assume that your
investment has a 5% return each year and that the Fund's operating expenses
remain the same. The pro forma calculations assume that the Performance
Adjustment had been in effect for a 36-month period as of the end of the last
fiscal year (October 31, 2009). Although your actual costs may be higher or
lower, based on these assumptions your costs would be:
IF YOU REDEEM YOUR SHARES:*
<Table>
<Caption>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
JANUS GLOBAL OPPORTUNITIES FUND
Class A Shares
Current............................ $708 $ 990 $1,292 $2,148
Pro Forma.......................... 721 1,028 1,356 2,283
Class C Shares
Current............................ 317 670 1,149 2,472
Pro Forma.......................... 330 709 1,215 2,605
Class D Shares
Current............................ 128 400 692 1,523
Pro Forma.......................... 142 440 761 1,669
</Table>
50
<Table>
<Caption>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
Class I Shares
Current............................ $116 $ 362 $ 628 $1,386
Pro Forma.......................... 129 403 697 1,534
Class S Shares
Current............................ 167 517 892 1,944
Pro Forma.......................... 180 557 959 2,084
Class T Shares
Current............................ 142 440 761 1,669
Pro Forma.......................... 155 480 829 1,813
</Table>
IF YOU DO NOT REDEEM YOUR SHARES:*
<Table>
<Caption>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
JANUS GLOBAL OPPORTUNITIES FUND
Class A Shares
Current............................ $708 $ 990 $1,292 $2,148
Pro Forma.......................... 721 1,028 1,356 2,283
Class C Shares
Current............................ 217 670 1,149 2,472
Pro Forma.......................... 230 709 1,215 2,605
Class D Shares
Current............................ 128 400 692 1,523
Pro Forma.......................... 142 440 761 1,669
Class I Shares
Current............................ 116 362 628 1,386
Pro Forma.......................... 129 403 697 1,534
Class S Shares
Current............................ 167 517 892 1,944
Pro Forma.......................... 180 557 959 2,084
Class T Shares
Current............................ 142 440 761 1,669
Pro Forma.......................... 155 480 829 1,813
</Table>
--------
(1) Your financial intermediary may charge you a separate or additional fee for
purchases and redemptions of shares.
(2) Sales charge may be waived for certain investors, as described in the
Shareholder's Guide in the Fund's prospectus.
(3) A contingent deferred sales charge of up to 1.00% may be imposed on certain
redemptions of Class A Shares bought without an initial sales charge and
then redeemed within 12 months of purchase. This sales charge is not
reflected in the example.
(4) A contingent deferred sales charge of 1.00% applies on Class C Shares
redeemed within 12 months of purchase. The contingent deferred sales charge
may be waived for certain investors.
(5) The redemption fee may be waived in certain circumstances.
(6) An exchange of shares from the Fund held for 90 days or less may be subject
to the 2.00% redemption fee.
51
(7) All expenses are shown without the effect of expense offset arrangements.
Pursuant to such arrangements, credits realized as a result of uninvested
cash balances are used to reduce custodian and transfer agent expenses.
(8) The "Management Fee" is the investment advisory fee rate paid by the Fund
to Janus Capital. Any Performance Adjustment included in calculating the
Pro Forma Management Fee as shown for each class of shares of the Fund is
based on the investment performance of the Fund's Class T Shares versus the
MSCI World Index(SM) over the 36-month period ended October 31, 2009. Once
the Performance Adjustment is determined, it is applied across each other
class of shares of the Fund.
(9) Includes a shareholder servicing fee of up to 0.25% for Class C Shares.
Because the 12b-1 fee is charged as an ongoing fee, over time the fee will
increase the cost of your investment and may cost you more than paying
other types of sales charges.
(10) For Class A Shares, Class C Shares and Class I Shares, Other Expenses may
include administrative fees charged by intermediaries for the provision of
administrative services, including recordkeeping, subaccounting, order
processing for omnibus or networked accounts, or other shareholder services
provided on behalf of shareholders of the Fund. For Class S Shares and
Class T Shares, Other Expenses include an annual administrative services
fee of 0.25% of the average daily net assets of each class to compensate
Janus Services LLC for providing, or arranging for the provision of,
administrative services, including recordkeeping, subaccounting, order
processing for omnibus or networked accounts, or other shareholder services
provided on behalf of retirement plan participants, pension plan
participants, or other underlying investors investing through institutional
channels. For Class D Shares, Other Expenses include an administrative fee
of 0.12% of the average daily net assets of Class D Shares for shareholder
services provided by Janus Services LLC.
(11) "Acquired Fund" means any underlying fund (including, but not limited to,
exchange-traded funds) in which the Fund invests or has invested during the
period. Total Annual Fund Operating Expenses shown may not correlate to the
Fund's "ratio of gross expenses to average net assets" appearing in the
Fund's financial statements, which reflect the operating expenses of the
Fund and does not include Acquired Fund fees and expenses.
(12) Class D Shares launched on February 16, 2010. The fees and expenses shown
are estimated based on the Fund's assets as of October 31, 2009.
(13) Formerly named Class J Shares.
* The Pro Forma numbers shown for each class of shares of the Fund include a
pro forma management fee calculated as described in the text and related
footnotes that accompany the fee table above.
2.D. JANUS OVERSEAS FUND
HYPOTHETICAL EXAMPLE
The following hypothetical examples illustrate the application of the
Performance Adjustment for Janus Overseas Fund. The examples assume that the
average daily net assets of the Fund remain constant during a 36-month
performance measurement period. The Performance Adjustment would be a smaller
percentage of current assets if the net assets of the Fund were increasing
during the performance measurement period, and a greater percentage of current
assets if the net assets of the Fund were decreasing during the performance
measurement 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
October 31, 2008 and October 31, 2009 were $4,345,023,588 and $9,774,584,698,
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 7.00% over the same period.
The Performance
52
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
load) compared to the cumulative investment record of the MSCI All Country World
ex-U.S. Index(SM).
EXAMPLE 1: Fund Outperforms its Benchmark by 7.00%
If the Fund has outperformed the MSCI All Country World ex-U.S. Index(SM)
by 7.00% during the preceding 36 months, the Fund would calculate the investment
advisory fee as follows:
<Table>
<Caption>
PERFORMANCE ADJUSTMENT TOTAL ADVISORY FEE RATE
BASE FEE RATE RATE FOR THAT MONTH
------------------------ ------------------------ ------------------------
1/12(th) of 0.64% 1/12(th) of 0.15% 1/12(th) of 0.79%
</Table>
EXAMPLE 2: Fund Performance Tracks its Benchmark
If the Fund's performance has tracked the performance of the MSCI All
Country World ex-U.S. Index(SM) during the preceding 36 months, the Fund would
calculate the investment advisory fee as follows:
<Table>
<Caption>
PERFORMANCE ADJUSTMENT TOTAL ADVISORY FEE RATE
BASE FEE RATE RATE FOR THAT MONTH
------------------------ ------------------------ ------------------------
1/12(th) of 0.64% 0.00% 1/12(th) of 0.64%
</Table>
EXAMPLE 3: Fund Underperforms its Benchmark by 7.00%
If the Fund has underperformed the MSCI All Country World ex-U.S. Index(SM)
by 7.00% during the preceding 36 months, the Fund would calculate the investment
advisory fee as follows:
<Table>
<Caption>
PERFORMANCE ADJUSTMENT TOTAL ADVISORY FEE RATE
BASE FEE RATE RATE FOR THAT MONTH
------------------------ ------------------------ ------------------------
1/12(th) of 0.64% 1/12(th) of -0.15% 1/12(th) of 0.49%
</Table>
COMPARISON OF CURRENT AND PRO FORMA EXPENSES
The following tables describe the shareholder fees and annual fund
operating expenses that you may pay if you buy and hold shares of the Fund under
the current fee structure and proposed performance-based fee structure, without
giving effect to any applicable fee waivers. For purposes of pro forma
calculations, it is assumed that the Performance Adjustment would have been in
effect during the entire fiscal year ended October 31, 2009, and that it would
have been calculated over a full 36-month performance measurement period. The
fees and expenses shown were determined based upon average net assets as of the
fiscal year ended October 31, 2009. For the 36-month period ended October 31,
2009, the Fund outperformed the MSCI All Country World ex-U.S. Index(SM) and the
fiscal year-end average daily net assets were lower than the trailing 36-month
average daily net assets, resulting in the pro forma management fee shown in the
Annual Fund Operating Expenses table below.
Shareholder fees are those paid directly from your investment and may
include sales loads, redemption fees or exchange fees.
53
Annual fund operating expenses are paid out of the Fund's assets and
include fees for portfolio management, maintenance of shareholder accounts,
shareholder servicing, accounting and other services. You do not pay these fees
directly but, as the examples show, these costs are borne indirectly by all
shareholders.
The Fund has entered into an expense waiver agreement with Janus Capital.
In the expense waiver agreement, Janus Capital has agreed to reduce annual Fund
operating expenses to the extent that total operating expenses exceed a specific
percentage of average daily net assets, subject to certain limitations described
in the expense waiver agreement. Additional details with respect to the expense
waiver agreement are described in the footnotes to the Annual Fund Operating
Expenses table listed below. As a result of the expense waiver agreement, the
Total Annual Fund Operating Expenses may be less than the amount listed in the
table below.
SHAREHOLDER FEES (PAID DIRECTLY FROM YOUR INVESTMENT)(1)
(CURRENT AND PRO FORMA STRUCTURE)
<Table>
<Caption>
CLASS A CLASS C CLASS D CLASS I CLASS R CLASS S CLASS T
------- ------- ------------- ------------- ------------- ------------- -------------
Maximum Sales Charge
(load) Imposed on
Purchases (as a % of
offering price)..... 5.75%(2) None None None None None None
Maximum Deferred Sales
Charge (load) (as a
% of the lower
original purchase
price or redemption
proceeds)........... None(3) 1.00%(4) None None None None None
Redemption Fee on
shares held for 90
days or less (as a %
of amount
redeemed)........... None None 2.00%(5)(6) 2.00%(5)(6) 2.00%(5)(6) 2.00%(5)(6) 2.00%(5)(6)
Exchange Fee.......... None None None(6) None(6) None(6) None(6) None(6)
</Table>
ANNUAL FUND OPERATING EXPENSES (DEDUCTED FROM FUND ASSETS)(7)
<Table>
<Caption>
DISTRIBUTION/ TOTAL
SERVICE ANNUAL
MANAGEMENT (12B-1) OTHER FUND OPERATING
FEE(8) FEES(9) EXPENSES(10) EXPENSES(11)
---------- ------------- ------------ --------------
JANUS OVERSEAS FUND
Class A Shares
Current................ 0.64% 0.25% 0.11% 1.00%
Pro Forma.............. 0.84% 0.25% 0.11% 1.20%
Class C Shares
Current................ 0.64% 1.00% 0.37% 2.01%
Pro Forma.............. 0.84% 1.00% 0.37% 2.21%
</Table>
54
<Table>
<Caption>
DISTRIBUTION/ TOTAL
SERVICE ANNUAL
MANAGEMENT (12B-1) OTHER FUND OPERATING
FEE(8) FEES(9) EXPENSES(10) EXPENSES(11)
---------- ------------- ------------ --------------
Class D Shares(12)
Current................ 0.64% N/A 0.18% 0.82%
Pro Forma.............. 0.84% N/A 0.18% 1.02%
Class I Shares
Current................ 0.64% N/A 0.06% 0.70%
Pro Forma.............. 0.84% N/A 0.06% 0.90%
Class R Shares
Current................ 0.64% 0.50% 0.30% 1.44%
Pro Forma.............. 0.84% 0.50% 0.30% 1.64%
Class S Shares
Current................ 0.64% 0.25% 0.30% 1.19%
Pro Forma.............. 0.84% 0.25% 0.30% 1.39%
Class T Shares(13)
Current................ 0.64% N/A 0.31% 0.95%
Pro Forma.............. 0.84% N/A 0.31% 1.15%
</Table>
EXAMPLES:
THE FOLLOWING EXAMPLES ARE BASED ON EXPENSES WITHOUT WAIVERS, AS SHOWN IN
THE TABLES ABOVE. These examples are intended to help you compare the cost of
investing in the Fund, under both the current fee structure and the proposed fee
structure, 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 without a sales charge. 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. The pro forma calculations assume that
the Performance Adjustment had been in effect for a 36-month period as of the
end of the last fiscal year (October 31, 2009). Although your actual costs may
be higher or lower, based on these assumptions your costs would be:
IF YOU REDEEM YOUR SHARES:*
<Table>
<Caption>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
JANUS OVERSEAS FUND
Class A Shares
Current............................ $671 $875 $1,096 $1,729
Pro Forma.......................... 690 934 1,197 1,946
Class C Shares
Current............................ 304 630 1,083 2,338
Pro Forma.......................... 324 691 1,185 2,544
Class D Shares
Current............................ 85 265 460 1,025
Pro Forma.......................... 104 325 563 1,248
</Table>
55
<Table>
<Caption>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
Class I Shares
Current............................ $ 72 $224 $ 390 $ 871
Pro Forma.......................... 92 287 498 1,108
Class R Shares
Current............................ 147 456 787 1,724
Pro Forma.......................... 167 517 892 1,944
Class S Shares
Current............................ 121 378 654 1,443
Pro Forma.......................... 142 440 761 1,669
Class T Shares
Current............................ 97 303 525 1,166
Pro Forma.......................... 117 365 633 1,398
</Table>
IF YOU DO NOT REDEEM YOUR SHARES:*
<Table>
<Caption>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
JANUS OVERSEAS FUND
Class A Shares
Current............................ $671 $875 $1,096 $1,729
Pro Forma.......................... 690 934 1,197 1,946
Class C Shares
Current............................ 204 630 1,083 2,338
Pro Forma.......................... 224 691 1,185 2,544
Class D Shares
Current............................ 85 265 460 1,025
Pro Forma.......................... 104 325 563 1,248
Class I Shares
Current............................ 72 224 390 871
Pro Forma.......................... 92 287 498 1,108
Class R Shares
Current............................ 147 456 787 1,724
Pro Forma.......................... 167 517 892 1,944
Class S Shares
Current............................ 121 378 654 1,443
Pro Forma.......................... 142 440 761 1,669
Class T Shares
Current............................ 97 303 525 1,166
Pro Forma.......................... 117 365 633 1,398
</Table>
--------
(1) Your financial intermediary may charge you a separate or additional fee for
purchases and redemptions of shares.
56
(2) Sales charge may be waived for certain investors, as described in the
Shareholder's Guide in the Fund's prospectus.
(3) A contingent deferred sales charge of up to 1.00% may be imposed on certain
redemptions of Class A Shares bought without an initial sales charge and
then redeemed within 12 months of purchase. This sales charge is not
reflected in the example.
(4) A contingent deferred sales charge of 1.00% applies on Class C Shares
redeemed within 12 months of purchase. The contingent deferred sales charge
may be waived for certain investors.
(5) The redemption fee may be waived in certain circumstances.
(6) An exchange of shares from the Fund held for 90 days or less may be subject
to the 2.00% redemption fee.
(7) All expenses are shown without the effect of expense offset arrangements.
Pursuant to such arrangements, credits realized as a result of uninvested
cash balances are used to reduce custodian and transfer agent expenses.
(8) The "Management Fee" is the investment advisory fee rate paid by the Fund
to Janus Capital. Any Performance Adjustment included in calculating the
Pro Forma Management Fee as shown for each class of shares of the Fund is
based on the investment performance of the Fund's Class T Shares versus the
MSCI All Country World ex-U.S. Index(SM) over the 36-month period ended
October 31, 2009. Once the Performance Adjustment is determined, it is
applied across each other class of shares of the Fund.
(9) Includes a shareholder servicing fee of up to 0.25% for Class C Shares.
Because the 12b-1 fee is charged as an ongoing fee, over time the fee will
increase the cost of your investment and may cost you more than paying
other types of sales charges.
(10) For Class A Shares, Class C Shares and Class I Shares, Other Expenses may
include administrative fees charged by intermediaries for the provision of
administrative services, including recordkeeping, subaccounting, order
processing for omnibus or networked accounts, or other shareholder services
provided on behalf of shareholders of the Fund. For Class R Shares, Class S
Shares, and Class T Shares, Other Expenses include an annual administrative
services fee of 0.25% of the average daily net assets of each class to
compensate Janus Services LLC for providing, or arranging for the provision
of, administrative services, including recordkeeping, subaccounting, order
processing for omnibus or networked accounts, or other shareholder services
provided on behalf of retirement plan participants, pension plan
participants, or other underlying investors investing through institutional
channels. For Class D Shares, Other Expenses include an administrative fee
of 0.12% of the average daily net assets of Class D Shares for shareholder
services provided by Janus Services LLC. Other expenses also include
acquired fund fees and expenses. The amount is less than 0.01% and is
included in Other Expenses. "Acquired Fund" means any underlying fund
(including, but not limited to, exchange-traded funds) in which the Fund
invests or has invested during the period. Total Annual Fund Operating
Expenses shown may not correlate to the Fund's "ratio of gross expenses to
average net assets" appearing in the Fund's financial statements, which
reflect the operating expenses of the Fund and does not include Acquired
Fund fees and expenses.
(11) Total Annual Fund Operating Expenses do not reflect the application of a
contractual expense waiver by Janus Capital. Effective July 6, 2009, Janus
Capital has contractually agreed to waive the Fund's total annual fund
operating expenses (excluding any performance adjustments to management
fees, distribution and shareholder servicing fees (applicable to Class A
Shares, Class C Shares, Class R Shares, and Class S Shares), administrative
fees payable pursuant to the Transfer Agency Agreement (applicable to Class
D Shares, Class R Shares, Class S Shares, and Class T Shares), brokerage
commissions, interest, dividends, taxes, and extraordinary expenses
including, but not limited to, acquired fund fees and expenses) to the
extent such operating expenses exceed 0.92% of average daily net assets on
the fiscal year ending date in which the agreement is in effect. Because a
fee waiver will have a positive effect upon the Fund's performance, a fund
that pays a performance-based investment advisory fee may experience a
performance adjustment that is considered favorable to Janus Capital as a
result of a fee waiver that is in place during the period when the
performance adjustment applies. The current agreement will be in effect
until February 16, 2011, unless terminated, revised or extended.
Additionally, the current agreement does not contain any provisions
allowing for the recoupment of any fees waived. Based on information in the
table above, with the waiver, assuming Net Annual Fund Operating Expenses
would have been included in the table above, those expenses are as follows:
Class A Shares - 1.00% (pro
57
forma - 1.20%); Class C Shares - 1.92% (pro forma - 2.12%); Class D
Shares - 0.82% (pro forma - 1.02%); Class I Shares - 0.70% (pro
forma - 0.90%); Class R Shares - 1.44% (pro forma - 1.64%); Class S
Shares - 1.19% (pro forma - 1.39%); and Class T Shares - 0.95% (pro
forma - 1.15%).
(12) Class D Shares launched on February 16, 2010. The fees and expenses shown
are estimated based on the Fund's assets as of October 31, 2009.
(13) Formerly named Class J Shares.
* The Pro Forma numbers shown for each class of shares of the Fund include a
pro forma management fee calculated as described in the text and related
footnotes that accompany the fee table above.
2.E. JANUS TWENTY FUND
HYPOTHETICAL EXAMPLE
The following hypothetical examples illustrate the application of the
Performance Adjustment for Janus Twenty Fund. The examples assume that the
average daily net assets of the Fund remain constant during a 36-month
performance measurement period. The Performance Adjustment would be a smaller
percentage of current assets if the net assets of the Fund were increasing
during the performance measurement period, and a greater percentage of current
assets if the net assets of the Fund were decreasing during the performance
measurement 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
October 31, 2008 and October 31, 2009 were $7,671,238,968 and $9,016,257,486,
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 8.50% 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 T Shares compared to the
cumulative investment record of the Russell 1000(R) Growth Index.
EXAMPLE 1: Fund Outperforms its Benchmark by 8.50%
If the Fund has outperformed the Russell 1000(R) Growth Index by 8.50%
during the preceding 36 months, the Fund would calculate the investment advisory
fee as follows:
<Table>
<Caption>
PERFORMANCE ADJUSTMENT TOTAL ADVISORY FEE RATE
BASE FEE RATE RATE FOR THAT MONTH
------------------------ ------------------------ ------------------------
1/12(th) of 0.64% 1/12(th) of 0.15% 1/12(th) of 0.79%
</Table>
EXAMPLE 2: Fund Performance Tracks its Benchmark
If the Fund's performance has tracked the performance of the Russell
1000(R) Growth Index during the preceding 36 months, the Fund would calculate
the investment advisory fee as follows:
<Table>
<Caption>
PERFORMANCE ADJUSTMENT TOTAL ADVISORY FEE RATE
BASE FEE RATE RATE FOR THAT MONTH
------------------------ ------------------------ ------------------------
1/12(th) of 0.64% 0.00% 1/12(th) of 0.64%
</Table>
58
EXAMPLE 3: Fund Underperforms its Benchmark by 8.50%
If the Fund has underperformed the Russell 1000(R) Growth Index by 8.50%
during the preceding 36 months, the Fund would calculate the investment advisory
fee as follows:
<Table>
<Caption>
PERFORMANCE ADJUSTMENT TOTAL ADVISORY FEE RATE
BASE FEE RATE RATE FOR THAT MONTH
------------------------ ------------------------ ------------------------
1/12(th) of 0.64% 1/12(th) of -0.15% 1/12(th) of 0.49%
</Table>
COMPARISON OF CURRENT AND PRO FORMA EXPENSES
The following tables describe the shareholder fees and annual fund
operating expenses that you may pay if you buy and hold shares of the Fund under
the current fee structure and proposed performance-based fee structure.
For purposes of pro forma calculations, it is assumed that the Performance
Adjustment would have been in effect during the entire fiscal year ended October
31, 2009, and that it would have been calculated over a full 36-month
performance measurement period. The fees and expenses shown were determined
based upon average net assets as of the fiscal year ended October 31, 2009. For
the 36-month period ended October 31, 2009, the Fund outperformed the Russell
1000(R) Growth Index and the fiscal year-end average daily net assets were lower
than the trailing 36-month average daily net assets, resulting in the pro forma
management fee shown in the Annual Fund Operating Expenses table below.
Shareholder fees are those paid directly from your investment and may
include sales loads, redemption fees or exchange fees. The Fund is a no-load
investment, so you will generally not pay any shareholder fees when you buy or
sell shares of the Fund.
Annual fund operating expenses are paid out of the Fund's assets and
include fees for portfolio management, maintenance of shareholder accounts,
shareholder servicing, accounting and other services. You do not pay these fees
directly but, as the examples show, these costs are borne indirectly by all
shareholders.
SHAREHOLDER FEES (PAID DIRECTLY FROM YOUR INVESTMENT)(1)
(CURRENT AND PRO FORMA STRUCTURE)
<Table>
<Caption>
CLASS D CLASS T
------- -------
Maximum Sales Charge (load)
Imposed on Purchases (as a % of
offering price)................................. None None
Maximum Deferred Sales Charge
(load) (as a % of the lower
original purchase price or
redemption proceeds)............................ None None
Redemption Fee.................................... None None
Exchange Fee...................................... None None
</Table>
59
ANNUAL FUND OPERATING EXPENSES (DEDUCTED FROM FUND ASSETS)(2)
<Table>
<Caption>
TOTAL
ACQUIRED FUND(5) ANNUAL
MANAGEMENT OTHER FEES AND FUND OPERATING
FEE(3) EXPENSES(4) EXPENSES EXPENSES
---------- ----------- ---------------- --------------
JANUS TWENTY FUND
Class D Shares(6)
Current.............. 0.64% 0.16% 0.01% 0.81%
Pro Forma............ 0.83% 0.16% 0.01% 1.00%
Class T Shares(7)
Current.............. 0.64% 0.29% 0.01% 0.94%
Pro Forma............ 0.83% 0.29% 0.01% 1.13%
</Table>
EXAMPLES:
THE FOLLOWING EXAMPLES ARE BASED ON EXPENSES AS SHOWN IN THE TABLES ABOVE.
These examples are intended to help you compare the cost of investing in the
Fund, under both the current fee structure and the proposed fee structure, 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. Since no sales load applies,
the results apply whether or not you redeem your shares at the end of the
periods shown. The examples also assume that your investment has a 5% return
each year and that the Fund's operating expenses remain the same. The pro forma
calculations assume that the Performance Adjustment had been in effect for a 36-
month period as of the end of the last fiscal year (October 31, 2009). Although
your actual costs may be higher or lower, based on these assumptions your costs
would be:
IF YOU REDEEM YOUR SHARES:*
<Table>
<Caption>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
JANUS TWENTY FUND
Class D Shares
Current............................ $ 83 $259 $450 $1,002
Pro Forma.......................... 102 318 552 1,225
Class T Shares
Current............................ 96 300 520 1,155
Pro Forma.......................... 115 359 622 1,375
</Table>
60
IF YOU DO NOT REDEEM YOUR SHARES:*
<Table>
<Caption>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
JANUS TWENTY FUND
Class D Shares
Current............................ $ 83 $259 $450 $1,002
Pro Forma.......................... 102 318 552 1,225
Class T Shares
Current............................ 96 300 520 1,155
Pro Forma.......................... 115 359 622 1,375
</Table>
--------
(1) Your financial intermediary may charge you a separate or additional fee for
purchases and redemptions of shares.
(2) All expenses are shown without the effect of expense offset arrangements.
Pursuant to such arrangements, credits realized as a result of uninvested
cash balances are used to reduce custodian and transfer agent expenses.
(3) The "Management Fee" is the investment advisory fee rate paid by the Fund to
Janus Capital. Any Performance Adjustment included in calculating the Pro
Forma Management Fee as shown for each class of shares of the Fund is based
on the investment performance of the Fund's Class T Shares versus the
Russell 1000(R) Growth Index over the 36-month period ended October 31,
2009. Once the Performance Adjustment is determined, it is applied across
each other class of shares of the Fund.
(4) For Class T Shares, Other Expenses include an annual administrative services
fee of 0.25% of the average daily net assets of Class T Shares to compensate
Janus Services LLC for providing, or arranging for the provision of,
administrative services, including recordkeeping, subaccounting, order
processing for omnibus or networked accounts, or other shareholder services
provided on behalf of retirement plan participants, pension plan
participants, or other underlying investors investing through institutional
channels. For Class D Shares, Other Expenses include an administrative fee
of 0.12% of the average daily net assets of Class D Shares for shareholder
services provided by Janus Services LLC.
(5) "Acquired Fund" means any underlying fund (including, but not limited to,
exchange-traded funds) in which the Fund invests or has invested during the
period. Total Annual Fund Operating Expenses shown may not correlate to the
Fund's "ratio of gross expenses to average net assets" appearing in the
Fund's financial statements, which reflect the operating expenses of the
Fund and does not include Acquired Fund fees and expenses.
(6) Class D Shares launched on February 16, 2010. The fees and expenses shown
are estimated based on the Fund's assets as of October 31, 2009.
(7) Formerly named Class J Shares.
* The Pro Forma numbers shown for each class of shares of the Fund include a
pro forma management fee calculated as described in the text and related
footnotes that accompany the fee table above.
REQUIRED VOTE
Approval of each Proposed Amended Advisory Agreement requires the
affirmative vote of a 1940 Act Majority (as previously defined) of the Fund to
which it applies. If shareholders of a Fund do not approve the proposal
applicable to their Fund, the Current Advisory Agreement for that Fund will
remain in effect and the Board of Trustees will take such further action as it
deems to be in the best interest of the Fund and its shareholders.
THE INDEPENDENT TRUSTEES OF THE TRUST UNANIMOUSLY RECOMMEND THAT YOU VOTE "FOR"
APPROVAL OF THE PROPOSED AMENDED ADVISORY AGREEMENT FOR YOUR FUND.
61
PROPOSAL 3
APPROVE AN AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT TO CHANGE THE
FUND'S BENCHMARK INDEX
FOR PURPOSES OF CALCULATING THE PERFORMANCE-BASED INVESTMENT ADVISORY FEE
(JANUS GLOBAL REAL ESTATE FUND ONLY)
INTRODUCTION
Janus Global Real Estate Fund's investment objective is to seek total
return through a combination of capital appreciation and current income. The
Fund (for purposes of this Proposal 3, the "Fund" refers to Janus Global Real
Estate Fund) seeks to meet this objective by investing at least 80% of its net
assets, plus the amount of any borrowings for investment purposes, in equity and
debt securities of real estate-related companies which can be U.S. and non-U.S.
real estate companies. In addition, the Fund concentrates 25% or more of its net
assets in securities of issuers in real estate or real estate-related
industries. With respect to the Fund's investments in non-U.S. real estate
companies, the Fund expects that, under normal market conditions, it will
maintain investments in issuers from several different developed countries and
emerging markets, and may invest up to 15% of its net assets in emerging
markets. The risks of investing in real estate-related securities and foreign
securities, including those in emerging markets, are described in the Fund's
prospectus.
The Fund's primary benchmark index is currently the FTSE EPRA/NAREIT
Developed Index (the "Developed Index" or, the "Current Index"), a benchmark
that does not have exposure to emerging markets. Because the Fund currently
invests in emerging markets and expects to continue to do so, on December 11,
2009, the Fund's Board of Trustees approved a change in the Fund's primary
benchmark index to the FTSE EPRA/NAREIT Global Index (the "Global Index" or, the
"Proposed Index"), a recently launched benchmark that has emerging markets
exposure. Since the Fund has a performance fee structure, meaning the investment
advisory fee rate varies depending on how the Fund has performed compared to its
benchmark index, the Fund's benchmark index is described in the Fund's
investment advisory agreement ("Current Advisory Agreement") and is used to
measure the Fund's performance and calculate the advisory fee paid to Janus
Capital. Any change to the Fund's primary benchmark index is considered a
material change to the Fund's investment advisory agreement, and requires both
Trustee and shareholder approval. The Board of Trustees has approved an
amendment to the Current Advisory Agreement between the Fund and Janus Capital
(the "Proposed Advisory Agreement") to reflect the change in benchmark index and
also has authorized the submission of the Proposed Advisory Agreement to the
Fund's shareholders for approval. Essentially, the investment advisory fee rate
paid by the Fund currently is adjusted up or down based upon the Fund's
performance relative to the Developed Index. Under the proposal, the fee would
instead be adjusted based upon the Fund's performance relative to the Global
Index. This means that if the Proposal is approved, the Fund's benchmark index
will change from an index that is composed of listed real estate securities in
the developed real estate markets of North America,
62
Europe, and Asia to an index that is a global market capitalization weighted
index composed of listed real estate securities in the North American, European,
Asian, and South American real estate markets, including both developed and
emerging markets.
At the time the Fund was launched in 2007, the Developed Index was the most
appropriate globally diverse real estate index available despite lacking
exposure to emerging markets. Since that time, however, FTSE Group ("FTSE") has
expanded its Global Real Estate Series Index to offer another, the Global Index,
that includes exposure to emerging markets. As of December 31, 2009, 2.9% of the
Fund's investments were in emerging market securities. Given the longer-term
expectation of the Fund's portfolio manager to continue investing in emerging
market securities, Janus Capital proposed, and the Board of Trustees agreed,
that the Global Index, with its exposure to emerging markets, is a more
appropriate benchmark to use for purposes of calculating the performance-based
fee adjustment applied to the advisory fee paid by the Fund to Janus Capital.
If approved, the Proposed Advisory Agreement will take effect on or about
July 1, 2010, or as soon as practicable after shareholder approval is obtained.
The Proposed Advisory Agreement will remain in effect through February 1, 2011,
and thereafter, only as long as its continuance is approved at least annually by
(i) the vote of a majority of 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 Proposed Advisory Agreement is not approved, the
Current Advisory Agreement will continue in effect through February 1, 2011, and
thereafter only as long as its continuance is approved at least annually as
described above.
Except for the proposed change to the performance benchmark index, the
Proposed Advisory Agreement is substantially similar to the Current Advisory
Agreement. A copy of the Proposed Advisory Agreement is included as Appendix G.
BOARD CONSIDERATION, APPROVAL AND RECOMMENDATION
On December 11, 2009, the Board of Trustees, including all of the
Independent Trustees, upon the recommendation of Janus Capital, voted
unanimously to approve an amendment to the investment advisory agreement for the
Fund to change the benchmark index from the FTSE EPRA/NAREIT Developed Index to
the FTSE EPRA/NAREIT Global Index, subject to shareholder approval.
If the proposed amendment to the investment advisory agreement is approved
by Fund shareholders, the Developed Index would continue to be used to measure
benchmark index performance for any portion of a Performance Period through the
end of the calendar month in which shareholder approval is obtained, and the
Global Index would be used for any portion of a Performance Period commencing
after that month.
In approving the change in the benchmark index for the Fund, the Trustees
considered various information provided by Janus Capital, including, among other
information: (1) comparative data showing the one-year and since inception
63
performance of the Fund, the Developed Index and the Global Index; (2) a chart
that compared the returns of the Developed Index and Global Index from the
Fund's inception through September 30, 2009, which showed that the returns of
the Fund have corresponded more closely to those of the Global Index over the
period; (3) a chart that compared the performance of the Fund against both the
Developed Index and the Global Index for the most recent one-year period, which
showed that the two benchmarks have performed differently at times over that
period; and (4) the Fund's past and expected investment in foreign securities.
The Trustees also met in executive session with their independent legal
counsel to review and discuss the proposed change in the benchmark index, and
considered information and analysis provided by the Trustees' independent fee
consultant. Based on its consideration of all information it deemed relevant,
the Board of Trustees concluded that the Global Index, which includes exposure
to emerging markets, is a more appropriate benchmark index for evaluating the
Fund's performance.
INFORMATION CONCERNING THE ADVISER
Janus Capital, 151 Detroit Street, Denver, Colorado 80206-4805, serves as
investment adviser to Janus Global Real Estate Fund. Janus Capital is a direct
subsidiary of Janus Capital Group Inc. ("JCGI"), a publicly traded company with
principal operations in financial asset management businesses that had $159.7
billion in assets under management as of December 31, 2009. JCGI 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 JCGI.
Janus Capital (together with its predecessors) has served as an investment
adviser since 1970. As of December 31, 2009, the Janus funds that Janus Capital
advises consisted of 52 portfolios offering a broad range of investment
objectives, including those with similar investment objectives as the Fund (see
attached Appendix E for further information). Janus Capital also serves as
subadviser for a number of private-label mutual funds and provides separate
account advisory services for institutional accounts.
Principal Executive Officers and Directors of the Adviser. The principal
executive officers and directors of Janus Capital and their principal
occupations are included in Appendix F to this Proxy Statement.
Principal Officers of the Trust. The officers of the Trust and their
principal occupations are set forth in Appendix C to this Proxy Statement.
COMPARISON OF THE CURRENT ADVISORY AGREEMENT AND PROPOSED ADVISORY AGREEMENT
Other than the change to the benchmark index and date of execution, the
terms of the Current Advisory Agreement and the Proposed Advisory Agreement are
the same.
64
Advisory Services. The terms of the advisory services are the same under
the Current Advisory Agreement and the Proposed Advisory Agreement.
Janus Capital provides the Fund with continuing investment management
services. Janus Capital is responsible for the day-to-day management of the Fund
and for providing continuous investment advice regarding the purchase and sale
of securities held by the Fund, subject to (i) the Trust's Amended and Restated
Agreement and Declaration of Trust and Amended and Restated Bylaws; (ii) the
investment objectives, policies and restrictions set forth in the Fund's
registration statements; (iii) the provisions of the 1940 Act and the Internal
Revenue Code of 1986, as amended; and (iv) such other policies and instructions
as the Trustees may from time to time determine.
Janus Capital provides office space for the Fund and pays the salaries,
fees, and expenses of all Fund officers (sharing certain expenses and salaries
for the Fund's Chief Compliance Officer and other compliance-related personnel
as authorized by the Trustees from time to time). Janus Capital is also
authorized to perform or delegate to others, to perform certain administrative
and other services and is responsible for the other business affairs of the
Fund. Janus Capital also provides certain administrative services to the Fund as
described under "Fund Service Providers" in this Proxy Statement.
The Fund pays all expenses incidental to its organization, operations and
business not specifically assumed by Janus Capital, including custodian and
transfer agency fees and expenses, brokerage commissions and dealer spreads, and
other expenses in connection with the execution of portfolio transactions, legal
and accounting expenses, interest, taxes, a portion of trade association or
other investment company organization dues and expenses, registration fees,
expenses of shareholders' meetings, reports to shareholders, fees and expenses
of Independent Trustees, and other costs of complying with applicable laws
regulating sale of Fund shares. Information concerning services provided by
Janus Distributors LLC ("Janus Distributors"), the Fund's distributor, and Janus
Services LLC ("Janus Services"), the Fund's transfer agent, each a wholly-owned
subsidiary of Janus Capital, and a description of any fees paid by the Fund to
Janus Distributors and Janus Services, is included under "Fund Service
Providers" in this Proxy Statement.
Liability. The Fund's Current Advisory Agreement and Proposed Advisory
Agreement provides that Janus Capital shall not be liable for any error of
judgment or mistake of law or for any loss arising out of any investment or for
any act or omission taken with respect to the Fund, except for willful
misfeasance, bad faith or gross negligence in the performance of its duties, or
by reason of reckless disregard of its obligations and duties under the
agreement, and except to the extent otherwise provided by law.
Termination of the Agreement. The Fund's Current Advisory Agreement and
Proposed Advisory Agreement continues in effect from year to year so long as
such continuance is specifically approved annually by a majority of the Fund's
Independent Trustees, and by either a 1940 Act Majority or the Board of
Trustees, cast in person at a
65
meeting called for such purpose. A "1940 Act Majority" refers to the vote of a
"majority of the outstanding voting securities" of a Fund within the meaning of
the Investment Company Act of 1940, as amended, or in other words, the lesser of
(i) 67% or more of the shares of a Fund 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.
The Fund's Current Advisory Agreement and Proposed Advisory Agreement: (i)
may be terminated, without penalty, by the Fund or Janus Capital on 60 days'
written notice; (ii) terminates automatically in the event of its assignment;
and (iii) generally, may not be amended without the approval by vote of a
majority of the Trustees of the Fund, including a majority of the Independent
Trustees, and, to the extent required by the 1940 Act, the vote of a 1940 Act
Majority.
The Current Advisory Agreement for the Fund was last considered by the
Trustees, including all of the Independent Trustees, on December 11, 2009. The
Current Advisory Agreement was last submitted to a vote of shareholders on July
2, 2009, in connection with the Fund's commencement of operations.
The implementation of the Proposed Advisory Agreement is contingent upon
shareholder approval. The Current Advisory Agreement will be in effect until it
terminates in accordance with its terms. If approved, the Proposed Advisory
Agreement will be in effect for an initial term ending on February 1, 2011, and
may continue in effect thereafter from year to year if such continuation is
specifically approved at least annually by either the Board of Trustees or the
affirmative vote of a 1940 Act Majority and, in either event, by the vote of a
majority of the Independent Trustees.
Compensation. Under both the Current Advisory Agreement and the Proposed
Advisory Agreement, the Fund pays Janus Capital an investment advisory fee rate
that consists of two components: (i) a base fee calculated by applying the
contractual fixed rate of 0.75% to the Fund's average daily net assets during
the previous month ("Base Fee Rate"), plus or minus (ii) a performance-fee
adjustment ("Performance Adjustment") calculated by applying a variable rate of
up to 0.15% (positive or negative) to the Fund's average daily net assets during
the applicable performance measurement period. The performance measurement
period generally is the previous 36 months, although no Performance Adjustment
is made until the Fund's performance-based fee structure has been in effect for
at least 12 months. The Fund commenced operations on December 1, 2007 as a
series of another Janus trust and was merged into the Trust effective July 6,
2009. The Fund's performance measurement period started effective December 1,
2007 with the first calculation of a Performance Adjustment occurring on
December 1, 2008 for the prior 12-month performance measurement period. After
December 1, 2008 and until month 36 (or December 2010) the performance
measurement period is equal to the time that has elapsed. Effective December
2010, the performance measurement period is a rolling 36 month period. The Base
Fee Rate is calculated and accrued daily. The Performance Adjustment is
calculated monthly in arrears and is accrued evenly each day throughout the
month. The investment advisory fee is paid monthly in arrears.
66
Under both the Current Advisory Agreement and the Proposed 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 investment
performance of the Fund relative to its benchmark index over the performance
measurement period. No Performance Adjustment is applied unless the difference
between the Fund's investment performance and the cumulative investment record
of the Fund's benchmark index is 0.50% or greater (positive or negative) during
the applicable performance measurement period. Because the Performance
Adjustment is tied to the Fund's performance relative to its benchmark index
(and not its absolute performance), the Performance Adjustment could increase
Janus Capital's fee even if the Fund's shares lose value during the performance
measurement period and could decrease Janus Capital's fee even if the Fund's
shares increase in value during the performance measurement period. For purposes
of computing the Base Fee Rate and the Performance Adjustment, net assets are
averaged over different periods (average daily net assets during the previous
month for the Base Fee Rate versus average daily net assets during the
performance measurement period for the Performance Adjustment). Performance of
the Fund is calculated net of expenses, whereas the Fund's benchmark index does
not have any fees or expenses. Reinvestment of dividends and distributions is
included in calculating both the performance of the Fund and the Fund's
benchmark index. Under extreme circumstances involving underperformance by a
rapidly shrinking fund, the dollar amount of the Performance Adjustment could be
more than the dollar amount of the Base Fee Rate. In such circumstances, Janus
Capital would reimburse the Fund.
The application of an expense limit, if any, will have a positive effect
upon a Fund's performance and may result in an increase in the Performance
Adjustment. It is possible that the cumulative dollar amount of additional
compensation ultimately payable to Janus Capital may, under some circumstances,
exceed the cumulative dollar amount of management fees waived by Janus Capital.
The investment performance of the Fund's Class A Shares (waiving the
upfront sales charge) ("Class A Shares") is used for purposes of calculating the
Fund's Performance Adjustment. After Janus Capital determines whether a
particular Fund's performance was above or below its benchmark index by
comparing the investment performance of the Fund's Class A Shares against the
cumulative investment record of that Fund's benchmark index, Janus Capital
applies the same Performance Adjustment (positive or negative) across each other
class of shares of the Fund.
The Trustees may determine that a class of shares of a Fund other than
Class A Shares is the most appropriate for use in calculating the Performance
Adjustment. If a different class of shares is substituted in calculating the
Performance Adjustment, the use of that successor class of shares may apply to
the entire performance measurement period so long as the successor class was
outstanding at the beginning of such period. If the successor class of shares
was not outstanding for all or a portion of the performance measurement period,
it may only be used in calculating that portion of the Performance Adjustment
attributable to the period during which the successor class was outstanding, and
any prior portion of the performance measurement period would be calculated
using
67
the class of shares previously designated. Any change to the class of shares
used to calculate the Performance Adjustment is subject to applicable law. The
Trustees would notify you of any such change.
Pursuant to the Current Advisory Agreement, the investment advisory fee is
adjusted based on the Fund's performance relative to the Developed Index. Under
the Proposed Advisory Agreement, the investment advisory fee will instead be
adjusted based to the Fund's performance relative to the Global Index. The
Developed Index is a global market capitalization weighted index composed of
listed real estate securities in the Northern American, European, and Asian real
estate markets. The Global Index is a global market capitalization weighted
index composed of listed real estate securities in the North American, European,
Asian, and South American real estate markets including both developed and
emerging markets.
If Proposal 3 is approved, the Proposed Advisory Agreement will become
effective on or about July 1, 2010, or as soon as practicable after shareholder
approval is obtained. For performance measurement periods prior to the effective
date of the Proposed Advisory Agreement, the Developed Index will be used for
purposes of evaluating the Fund's performance and calculating the investment
advisory fee. For performance measurement periods after that date, the Global
Index will be used for that purpose, and will be implemented on a transitional
basis described under "Implementation of the Change in the Benchmark Index." If
shareholders do not approve the Proposed Advisory Agreement, the Performance
Adjustment will continue to be measured based on the Fund's performance relative
to the Developed Index in accordance with the terms of the Current Advisory
Agreement.
The Trustees may from time to time determine that another securities index
is a more appropriate benchmark index for purposes of evaluating the Fund's
performance. In that event, the Trustees will approve the substitution of a
successor index for the Fund's benchmark index. However, the calculation of the
Performance Adjustment for any portion of the performance measurement period
prior to the adoption of the successor index will still be based upon the Fund's
performance compared to its former benchmark index. Any change to the Fund's
benchmark index for purposes of calculating the Performance Adjustment is
subject to applicable law. It is currently the position of the Staff of the SEC
that any changes to the Fund's benchmark index will require shareholder
approval. If there is a change in the Staff's position, the Trustees will notify
the shareholders of such change in position at such time as the Trustees
determine to implement a change in the Fund's benchmark index.
For the fiscal year ended July 31, 2009, the Fund did not pay Janus Capital
any investment advisory fee because the fee was waived in connection with an
expense limitation agreement between Janus Capital and the Fund that limits
operating expenses of the Fund to a certain limit. (Effective August 1, 2009,
the Fund changed its fiscal year end from July 31 to September 30 and as of
September 30, Janus Capital's advisory fee continued to be waived.)
68
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 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: (1) the dollar amount of the pro forma advisory
fee that would have been paid by the Fund, before and after all applicable
waivers, for the fiscal year ended July 31, 2009 using the current Developed
Index as the benchmark index; (2) the dollar amount of the pro forma advisory
fee that would have been paid by the Fund, before and after all applicable
waivers, using the proposed Global Index as the benchmark index; and (3) the
difference between the amount of the pro forma advisory fees of each index, net
of any waivers. Such percentage difference is positive when the amount of the
pro forma Global Index advisory fees would have been larger than the amount of
the pro forma Developed Index advisory fees and negative when the amount of the
pro forma Global Index advisory fees would have been smaller than the amount of
the pro forma Developed Index advisory fees.
For purposes of pro forma calculations, it is assumed that the Performance
Adjustment would have been in effect during the entire fiscal year ended July
31, 2009 and that it would have been calculated over the preceding 20-month
performance measurement period (the time period from the Fund's commencement of
operations).
<Table>
<Caption>
DIFFERENCE DIFFERENCE
BETWEEN BETWEEN
PRO FORMA ADVISORY FEE PRO FORMA ADVISORY FEES PRO FORMA PRO FORMA
BASED UPON CURRENT INDEX BASED UPON PROPOSED INDEX CURRENT AND CURRENT AND
------------------------------------------ ------------------------------------------ PROPOSED PROPOSED
ADVISORY FEE ADVISORY FEE ADVISORY FEE ADVISORY FEE INDEX INDEX
BEFORE AFTER BEFORE AFTER ADVISORY ADVISORY
WAIVER ($) WAIVER ($) WAIVER ($) WAIVER ($) WAIVER ($) WAIVER ($) FEES ($) FEES (%)
------------ ---------- ------------ ------------ ---------- ------------ ----------- -----------
44,102 44,102 0 45,696 45,696 0 0 0.00
</Table>
As reflected above in the table, the Fund would have paid the same amount
to Janus Capital had the proposed Global Index been in place during this
hypothetical period, as compared to the current Developed Index during the same
hypothetical period.
It is important to remember that under the terms of the Proposed Advisory
Agreement, the change in the Fund's benchmark index will actually occur on a
gradual basis over the 36-month period following shareholder approval of the
Proposed Advisory Agreement. Please refer to "Implementation of the Change in
the Benchmark Index."
COMPARISON OF PROPOSED AND CURRENT BENCHMARK INDICES
If the proposal is approved by shareholders, the Fund will change its
benchmark index from the current index, the Developed Index to the proposed
index, the Global Index. The Global Index is a global market capitalization
weighted index composed of listed real estate securities in the North American,
European, Asian, and South
69
American real estate markets including both developed and emerging markets. As
of December 31, 2009, emerging markets constituted 7.77% of the Global Index.
The Developed Index is a global market capitalization weighted index composed of
listed real estate securities in the Northern American, European, and Asian real
estate markets. Janus Capital's research is global in nature and Janus Capital
has continued to find compelling investment opportunities for the Fund outside
the United States. Janus Capital believes the Global Index better reflects the
investment universe of the Fund, as the Global Index measures the performance of
global real estate-related securities with emerging markets exposure and is
therefore believed to be more appropriate for evaluating the Fund's performance.
The following chart shows how the monthly returns of the Fund's Class A
Shares, the Developed Index, and the Global Index have performed for the period
of December 1, 2007, inception date, through January 31, 2010.
(PERFORMANCE GRAPH)
<Table>
<Caption>
JANUS GLOBAL
REAL ESTATE CURRENT INDEX PROPOSED INDEX
FUND - - DEVELOPED - GLOBAL
A SHARES INDEX INDEX*
------------ ------------- --------------
12/1/07 -4.64 -5.19 -4.71
1/1/08 -3.21 -4.26 -5.03
2/1/08 -3.85 -1.82 -1.38
3/1/08 1.89 0.39 -0.58
4/1/08 7.53 6.25 6.28
5/1/08 -0.91 -2.45 -2.57
6/1/08 -10.76 -11.78 -12.08
7/1/08 -0.69 0.82 1.06
8/1/08 -1.04 -2.07 -2.45
9/1/08 -7.94 -9.26 -9.95
10/1/08 -25.38 -27.87 -28.18
11/1/08 -21.43 -14.51 -14.00
12/1/08 24.05 9.66 9.94
1/1/09 -13.89 -12.86 -12.59
2/1/09 -12.10 -16.49 -15.88
3/1/09 6.28 7.06 7.45
4/1/09 27.73 20.66 21.10
5/1/09 6.94 12.63 13.28
6/1/09 -0.83 0.00 0.05
7/1/09 9.61 10.01 10.40
8/1/09 10.00 7.65 7.36
9/1/09 4.62 5.62 5.65
10/1/09 -1.87 -1.10 -1.38
11/1/09 4.90 1.87 1.98
12/1/09 4.99 3.61 3.43
1/1/10 -4.41 -5.73 -5.92
</Table>
* Historical performance is based on back-tested data provided by FTSE.
Actual index inception date was March 23, 2009.
Fund returns presented above include reinvestment of dividends,
distributions, and capital gains, and are net of Fund expenses. The Fund's
portfolio may differ significantly from the securities held in the indices. The
indices are not available for direct investment, therefore their performance
does not reflect the expenses associated with the management of an actual
portfolio. The Fund's past performance does not necessarily indicate how it will
perform in the future.
70
The following chart compares the calendar year performance of both the
Developed Index and the Global Index for the past five years. The chart shows
how the two benchmarks have performed differently at times over this period.
(CHART)
<Table>
<Caption>
PURCHASE DATE Developed Index Global Index*
------------- --------------- -------------
2005 15.35 16.83
2006 42.35 43.72
2007 -6.96 -4.65
2008 -47.72 -48.90
2009 38.26 41.25
</Table>
* Historical performance is based on back-tested data provided by FTSE.
Actual index inception date was March 23, 2009.
** For the period February 18, 2005 (the inception date for the index) to
December 31, 2005.
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 July 1, 2010, or as
soon as practicable following the date of shareholder approval. However, because
the Performance Adjustment is based upon a rolling 36-month performance
measurement period, comparisons to the Global Index will not be fully
implemented until 36 months after the effective date of the Proposed Advisory
Agreement. During this transition period, the Fund's returns will be compared to
a blended index return that reflects the performance of the current Developed
Index for the portion of the performance measurement period prior to adoption of
the proposed Global Index, and the performance of the Global Index for the
remainder of the period. For periods following the first full 36-month
performance measuring period, the performance measurement period would reflect
one less month of the Developed Index's performance. At the conclusion of the
transition period, the performance of the Developed Index would be eliminated
from the Performance Adjustment calculation, and the calculation would include
only the performance of the Global Index.
CALCULATION OF THE PERFORMANCE ADJUSTMENT
If the average daily net assets of the Fund remain constant during a 36-
month performance measurement period, current net assets will be the same as
average net assets over the performance measurement 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 the 36-month performance
measurement period, the Performance Adjustment, as a percentage of current
assets, may vary significantly,
71
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 measurement period. Note that if
net assets for the Fund were increasing during the performance measurement
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 measurement
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 a 36-month performance measurement
period. The Performance Adjustment would be a smaller percentage of current
assets if the net assets of the Fund were increasing during the performance
measurement period, and a greater percentage of current assets if the net assets
of the Fund were decreasing during the performance measurement period. All
numbers in the examples are rounded to the nearest hundredth percent. The net
assets of the Fund as of the previous fiscal years ended July 31, 2008 and July
31, 2009 were $6,697,791 and $11,244,595, respectively.
The monthly maximum positive or negative Performance Adjustment of 1/12th
of 0.15% of average net assets during the prior 36 months occurs if the Fund
outperforms or underperforms its benchmark index by 4.00% 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 cumulative investment record of its benchmark
index.
EXAMPLE 1: Fund Outperforms its Benchmark by 4.00%
If the Fund has outperformed its benchmark index by 4.00% during the
preceding 36 months, the Fund would calculate the investment advisory fee as
follows:
<Table>
<Caption>
TOTAL ADVISORY FEE RATE
BASE FEE RATE PERFORMANCE ADJUSTMENT RATE FOR THAT MONTH
------------- --------------------------- -----------------------
1/12th of 0.75% 1/12th of 0.15% 1/12th of 0.90%
</Table>
EXAMPLE 2: Fund Performance Tracks its Benchmark
If the Fund's performance has tracked the performance of its benchmark
index during the preceding 36 months, the Fund would calculate the investment
advisory fee as follows:
<Table>
<Caption>
TOTAL ADVISORY FEE RATE
BASE FEE RATE PERFORMANCE ADJUSTMENT RATE FOR THAT MONTH
------------- --------------------------- -----------------------
1/12th of 0.75% 0.00% 1/12th of 0.75%
</Table>
EXAMPLE 3: Fund Underperforms its Benchmark by 4.00%
If the Fund has underperformed its benchmark index by 4.00% during the
preceding 36 months, the Fund would calculate the investment advisory fee as
follows:
<Table>
<Caption>
TOTAL ADVISORY FEE RATE
BASE FEE RATE PERFORMANCE ADJUSTMENT RATE FOR THAT MONTH
------------- --------------------------- -----------------------
1/12th of 0.75% 1/12th of -0.15% 1/12th of 0.60%
</Table>
72
COMPARISON OF CURRENT AND PRO FORMA EXPENSES
The following tables describe the shareholder fees and annual fund
operating expenses that you may pay if you buy and hold shares of the Fund under
the current fee structure applying the current Developed Index and the pro forma
fee structure applying the proposed Global Index, without giving effect to any
fee waivers. For purposes of pro forma calculations, it is assumed that the
Global index was in place during the entire period from November 28, 2007
(inception date) to July 31, 2009 (most recent fiscal year-end) and is based
upon an initial 20-month performance measurement period. The fees and expenses
shown were determined based upon net assets as of July 31, 2009. For the
November 28, 2007 to July 31, 2009 period, the Fund overperformed the Developed
Index and the July 31, 2009 daily net assets were lower than the trailing 20-
month average daily net assets, resulting in the management fee shown in the
Annual Fund Operating Expenses table below. For the November 28, 2007 to July
31, 2009 period, the Fund underperformed the Global Index and the July 31, 2009
daily net assets were lower than the trailing 20-month average daily net assets,
resulting in the pro forma management fee shown in the Annual Fund Operating
Expenses table below.
Shareholder fees are those paid directly from your investment and may
include sales loads, redemption fees or exchange fees.
Annual fund operating expenses are paid out of the Fund's assets and
include fees for portfolio management, maintenance of shareholder accounts,
shareholder servicing, accounting and other services. You do not pay these fees
directly but, as the examples show, these costs are borne indirectly by all
shareholders.
The Trust, on behalf of the Fund, has entered into an expense waiver
agreement with Janus Capital. In the expense waiver agreement, Janus Capital has
agreed to reduce certain annual fund operating expenses to the extent that total
operating expenses exceed a specific percentage of average daily net assets,
subject to certain limitations described in the expense waiver agreement.
Additional details with respect to the expense waiver agreement are described in
the footnotes to the Annual Fund Operating Expenses table listed below. As a
result of the expense waiver agreement, the actual Total Annual Fund Operating
Expenses may be less than the amount listed in the table.
SHAREHOLDER FEES (PAID DIRECTLY FROM YOUR INVESTMENT)(1)
(CURRENT AND PRO FORMA STRUCTURE)
<Table>
<Caption>
CLASS A CLASS C CLASS D CLASS I CLASS S CLASS T
------- ------- ------- ------- ------- -------
Maximum Sales Charge
(load) Imposed on
Purchases (as a % of
offering price)....... 5.75%(2) None None None None None
Maximum Deferred Sales
Charge (load) (as a %
of the lower original
purchase price or
redemption proceeds).. None(3) 1.00%(4) None None None None
</Table>
73
<Table>
<Caption>
CLASS A CLASS C CLASS D CLASS I CLASS S CLASS T
------- ------- ------- ------- ------- -------
Redemption Fee on shares
held for 90 days or
less (as a % of amount
redeemed)............. None None 2.00%(5)(6) 2.00%(5)(6) 2.00%(5)(6) 2.00%(5)(6)
Exchange Fee............ None None None(6) None(6) None(6) None(6)
</Table>
ANNUAL FUND OPERATING EXPENSES (DEDUCTED FROM FUND ASSETS)(7)
<Table>
<Caption>
DISTRIBUTION/ ACQUIRED
SERVICE FUND(11) TOTAL ANNUAL
MANAGEMENT (12B-1) OTHER FEES AND FUND OPERATING
FEE(8) FEES(9) EXPENSES(10) EXPENSES EXPENSES(12)
---------- ------------- ------------ -------- --------------
JANUS GLOBAL REAL
ESTATE FUND
Class A Shares
Current............. 0.83% 0.25% 5.13% 0.01% 6.22%
Pro Forma based on
Proposed Index... 0.78% 0.25% 5.13% 0.01% 6,17%
Class C Shares
Current............. 0.83% 1.00% 5.02% 0.01% 6.86%
Pro Forma based on
Proposed Index... 0.78% 1.00% 5.02% 0.01% 6.81%
Class D Shares(13)
Current............. 0.83% N/A 4.97% 0.01% 5.81%
Pro Forma based on
Proposed Index... 0.78% N/A 4.97% 0.01% 5.76%
Class I Shares
Current............. 0.83% N/A 4.85% 0.01% 5.69%
Pro Forma based on
Proposed Index... 0.78% N/A 4.85% 0.01% 5.64%
Class S Shares
Current............. 0.83% 0.25% 5.26% 0.01% 6.35%
Pro Forma based on
Proposed Index... 0.78% 0.25% 5.26% 0.01% 6.30%
Class T Shares
Current............. 0.83% N/A 5.10% 0.01% 5.94%
Pro Forma based on
Proposed Index... 0.78% N/A 5.10% 0.01% 5.89%
</Table>
EXAMPLES:
THE FOLLOWING EXAMPLES ARE BASED ON EXPENSES WITHOUT WAIVERS, AS SHOWN IN
THE TABLES ABOVE. These examples are intended to help you compare the cost of
investing in the Fund, under both the Current Advisory Agreement and the
Proposed 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 without a sales charge.
The examples also assume that your investment has a 5% return each year and that
the Fund's operating expenses without waivers
74
remain the same. The pro forma calculations assume that the Performance
Adjustment had been in effect for a 20-month period (commencement of operations
of the Fund) as of the end of the last fiscal year ended July 31, 2009. Although
your actual costs may be higher or lower, based on these assumptions your costs
would be:
IF YOU REDEEM YOUR SHARES:*
<Table>
<Caption>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
JANUS GLOBAL REAL ESTATE FUND
Class A Shares
Current............................ $1,158 $2,302 $3,418 $6,092
Pro Forma based on Proposed Index.. 1,153 2,289 3,399 6,061
Class C Shares
Current............................ 780 2,001 3,274 6,255
Pro Forma based on Proposed Index.. 775 1,988 3,254 6,224
Class D Shares
Current............................ 579 1,722 2,847 5,580
Pro Forma based on Proposed Index.. 574 1,708 2,826 5,546
Class I Shares
Current............................ 567 1,689 2,796 5,498
Pro Forma based on Proposed Index.. 562 1,676 2,775 5,463
Class S Shares
Current............................ 631 1,867 3,070 5,937
Pro Forma based on Proposed Index.. 626 1,853 3,049 5,905
Class T Shares
Current............................ 591 1,757 2,901 5,668
Pro Forma based on Proposed Index.. 586 1,744 2,880 5,634
</Table>
IF YOU DO NOT REDEEM YOUR SHARES:*
<Table>
<Caption>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
JANUS GLOBAL REAL ESTATE FUND
Class A Shares
Current............................ $1,158 $2,302 $3,418 $6,092
Pro Forma based on Proposed Index.. 1,153 2,289 3,399 6,061
Class C Shares
Current............................ 680 2,001 3,274 6,255
Pro Forma based on Proposed Index.. 675 1,988 3,254 6,224
Class D Shares
Current............................ 579 1,722 2,847 5,580
Pro Forma based on Proposed Index.. 574 1,708 2,826 5,546
Class I Shares
Current............................ 567 1,689 2,796 5,498
Pro Forma based on Proposed Index.. 562 1,676 2,775 5,463
Class S Shares
Current............................ 631 1,867 3,070 5,937
Pro Forma based on Proposed Index.. 626 1,853 3,049 5,905
</Table>
75
<Table>
<Caption>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
Class T Shares
Current............................ $ 591 $1,757 $2,901 $5,668
Pro Forma based on Proposed Index.. 586 1,744 2,880 5,634
</Table>
--------
(1) Your financial intermediary may charge you a separate or additional fee for
purchases and redemptions of shares.
(2) Sales charge may be waived for certain investors, as described in the
Shareholder's Guide in the Fund's prospectus.
(3) A contingent deferred sales charge of up to 1.00% may be imposed on certain
redemptions of Class A Shares bought without an initial sales charge and
then redeemed within 12 months of purchase. This sales charge is not
reflected in the example.
(4) A contingent deferred sales charge of 1.00% applies on Class C Shares
redeemed within 12 months of purchase. The contingent deferred sales charge
may be waived for certain investors.
(5) The redemption fee may be waived in certain circumstances.
(6) An exchange of shares from the Fund held for 90 days or less may be subject
to the 2.00% redemption fee.
(7) All expenses are shown without the effect of expense offset arrangements.
Pursuant to such arrangements, credits realized as a result of uninvested
cash balances are used to reduce custodian and transfer agent expenses.
(8) The "Management Fee" is the investment advisory fee rate paid by the Fund
to Janus Capital. Any Performance Adjustment included in calculating the
Pro Forma Management Fee as shown for each class of shares of the Fund is
based on the investment performance of the Fund's Class A Shares (waiving
the upfront sales charge) versus the FTSE EPRA/NAREIT Developed Index and
the FTSE EPRA/NAREIT Global Index, as applicable, over the 20-month period
ended July 31, 2009. Once the Performance Adjustment is determined, it is
applied across each other class of shares of the Fund.
(9) Includes a shareholder servicing fee of up to 0.25% for Class C Shares.
Because the 12b-1 fee is charged as an ongoing fee, over time the fee will
increase the cost of your investment and may cost you more than paying
other types of sales charges.
(10) For Class A Shares, Class C Shares and Class I Shares, Other Expenses may
include administrative fees charged by intermediaries for the provision of
administrative services, including recordkeeping, subaccounting, order
processing for omnibus or networked accounts, or other shareholder services
provided on behalf of shareholders of the Fund. For Class S Shares and
Class T Shares, Other Expenses include an annual administrative services
fee of 0.25% of the average daily net assets of each class to compensate
Janus Services LLC for providing, or arranging for the provision of,
administrative services, including recordkeeping, subaccounting, order
processing for omnibus or networked accounts, or other shareholder services
provided on behalf of retirement plan participants, pension plan
participants, or other underlying investors investing through institutional
channels. For Class D Shares, Other Expenses include an administrative fee
of 0.12% of the average daily net assets of Class D Shares for shareholder
services provided by Janus Services LLC.
(11) "Acquired Fund" means any underlying fund (including, but not limited to,
exchange-traded funds) in which the Fund invests or has invested during the
period. Total Annual Fund Operating Expenses shown may not correlate to the
Fund's "ratio of gross expenses to average net assets" appearing in the
Fund's financial statements, which reflect the operating expenses of the
Fund and does not include Acquired Fund fees and expenses.
(12) Total Annual Fund Operating Expenses do not reflect the application of a
contractual expense waiver by Janus Capital. Janus Capital has
contractually agreed to waive the Fund's total annual fund operating
expenses (excluding any performance adjustments to management fees,
distribution and shareholder servicing fees (applicable to Class A Shares,
Class C Shares, and Class S Shares), administrative fees payable pursuant
to the Transfer Agency Agreement (applicable to Class S Shares, Class T
Shares and Class D Shares), brokerage commissions, interest, dividends,
taxes, and extraordinary expenses including, but not limited to, acquired
fund fees and expenses) to the extent such operating expenses exceed 1.25%
of average daily net assets on the fiscal year ending date in which the
agreement is in effect.
76
Because a fee waiver will have a positive effect upon the Fund's
performance, a fund that pays a performance-based investment advisory fee
may experience a performance adjustment that is considered favorable to
Janus Capital as a result of a fee waiver that is in place during the
period when the performance adjustment applies. The current agreement will
be in effect until February 16, 2011, unless terminated, revised or
extended. Additionally, the current agreement does not contain any
provisions allowing for the recoupment of any fees waived. Based on
information in the table above, with the waiver, assuming Net Annual Fund
Operating Expenses would have been included in the table above, those
expenses are as follows: Class A Shares - 1.59% (pro forma - 1.54%); Class
C Shares - 2.34% (pro forma - 2.29%); Class D Shares - 1.46% (pro
forma - 1.41%); Class I Shares - 1.34% (pro forma - 1.29%); Class S
Shares - 1.84% (pro forma - 1.79%); and Class T Shares - 1.59% (pro
forma - 1.54%).
(13) Class D Shares launched on February 16, 2010.
* The Pro Forma numbers shown for each class of shares of the Fund include a
pro forma management fee calculated as described in the text and related
footnotes that accompany the fee table above.
REQUIRED VOTE
Approval of the Proposed Advisory Agreement requires the affirmative vote
of a 1940 Act Majority (as previously defined) of the Fund. If shareholders of
the Fund do not approve the Proposal, the Current Advisory Agreement will remain
in effect and the Board of Trustees will take such further action as it deems to
be in the best interest of the Fund and its shareholders.
THE INDEPENDENT TRUSTEES OF THE TRUST UNANIMOUSLY RECOMMEND THAT YOU VOTE "FOR"
APPROVAL OF THE PROPOSED ADVISORY AGREEMENT.
PROPOSALS 4 AND 5 - GENERAL INFORMATION
(JANUS GLOBAL OPPORTUNITIES FUND ONLY)
PROPOSAL 4 - APPROVE AN AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
BETWEEN THE TRUST AND JANUS CAPITAL
PROPOSAL 5 - APPROVE A SUBADVISORY AGREEMENT BETWEEN JANUS CAPITAL AND PERKINS
INTRODUCTION
As Janus Capital continues its goal of looking to gain efficiencies and
move toward a more cohesive operating platform, it periodically reviews its
mutual fund line up to ensure that all funds are being properly positioned based
on their primary investment strategies. As a result, in an effort to take
advantage of the broad investment expertise within Janus Capital and, in
particular, Perkins' value investment capability, Janus Capital believes it is
in the best interest of Janus Global Opportunities Fund (for purposes of
Proposals 4 and 5, the "Fund" refers to Janus Global Opportunities Fund) to
transition the Fund's investment approach to a more traditional value focus and
recommended to the Board of Trustees that Perkins become the subadviser to the
Fund.
Janus Capital discussed the matter with the Board of Trustees and presented
the Trustees with its analysis, findings, and recommendations at the Board
meetings held on November 9, 2009 and December 11, 2009. After a thorough
consideration of the
77
process undertaken by Janus Capital and the information, analysis, and
recommendations presented, the Trustees concluded that engaging Perkins to serve
as subadviser to the Fund under the terms of the proposed subadvisory agreement
("Proposed Subadvisory Agreement") was in the best interest of the Fund. The
Board approved the Proposed Subadvisory Agreement between Janus Capital and
Perkins and recommended that it be submitted to the Fund's shareholders for
approval as required under the 1940 Act (Proposal 5). If approved, the Proposed
Subadvisory Agreement will be executed and will take effect on or about July 1,
2010. Adding a subadviser to the Fund does not impact the investment advisory
fee rate paid by the Fund, as Janus Capital, and not the Fund, will have
responsibility for paying a subadviser for its services. For a detailed
description of the specific factors considered by the Board of Trustees, see the
discussion below under the caption "Board Consideration, Approval and
Recommendation." A form of the Proposed Subadvisory Agreement is attached to
this Proxy Statement as Appendix H.
In order to engage a subadviser for the Fund, the Fund's investment
advisory agreement with Janus Capital must permit Janus Capital to delegate
responsibilities to a subadviser. The Fund's current investment advisory
agreement with Janus Capital ("Current Advisory Agreement") does not provide for
this delegation and changing it to permit the delegation could be interpreted as
a material change requiring shareholder approval. As a result, you are being
asked to approve an amended and restated Investment Advisory Agreement that will
allow Janus Capital to engage a subadviser for the Fund (the "Proposed Amended
Advisory Agreement") (see Proposal 4). Under the terms of the Proposed Amended
Advisory Agreement, Janus Capital will have discretion to engage Perkins, or any
other qualified entity, as the subadviser to the Fund, pending Trustee and
shareholder approval, and Janus Capital will have the obligation to compensate
any subadviser for the Fund. The Trustees have approved the Proposed Amended
Advisory Agreement and are submitting the Proposed Amended Advisory Agreement to
you for your approval. A form of the Proposed Amended Advisory Agreement is
attached to this Proxy Statement as Appendix I. With the exception of the
changes discussed in Proposal 4, all other terms of the Current Advisory
Agreement remain the same. See Proposal 2.c. for other proposed changes to the
Current Advisory Agreement that are not contingent upon Proposals 4 or 5.
The Proposed Amended Advisory Agreement will not change the investment
advisory fee payable to Janus Capital by the Fund. You should note, however,
that if shareholders of the Fund approve the performance-based investment
advisory fee structure described under Proposal 2.c. the advisory fee rate
payable by the Fund to Janus Capital will adjust up or down based on the Fund's
performance. Similarly, the subadvisory fee paid by Janus Capital to any
subadviser would adjust up or down, as Janus Capital expects to pay any
subadviser a percentage of the advisory fee Janus Capital receives from the
Fund.
In connection with the transition of the day-to-day management of the Fund
to Perkins, pending shareholder approval, the Fund will experience additional
changes, including changes to the Fund's investment strategies and investment
objective. The
78
Fund's portfolio manager, Gregory Kolb, will continue to manage the Fund and
will become an employee of Perkins. In an effort to take advantage of Perkins'
value investment capabilities, the Fund will be moving from a combination
growth/value orientation to a traditional value orientation. Specifically, while
the Fund will continue to invest in common stocks of companies of any size
located throughout the world, including emerging markets, the Fund will seek to
invest in companies that are temporarily misunderstood by the investment
community or that demonstrate special situations or turnarounds. Pursuant to the
"value" strategy, the Fund's portfolio manager will generally look for companies
with (i) a low price relative to assets, earnings, and/or cash flows or business
franchise; (ii) products and services that give them a competitive advantage;
and (iii) quality balance sheets and strong management. As a part of the new
value strategy, the Fund's investment objective will change from long-term
growth of capital to capital appreciation.
Further, in connection with moving to a traditional value investing
strategy, the portfolio manager of the Fund anticipates increasing the number of
holdings in the portfolio from a range of 25 to 40 holdings to a range of 70 to
100 holdings. The portfolio manager believes expanding the range of holdings
will increase the Fund's opportunity for investments and will align the product
with Perkins' value portfolio process. Moving to a larger range of holdings
could increase the expenses of the Fund if additional trading costs are
incurred. The Fund will also be reclassified from a nondiversified Fund to a
diversified Fund, as defined in the 1940 Act. The Fund will change its name to
"Perkins Global Value Fund." Pending shareholder approval of Perkins as
subadviser to the Fund, these changes will become effective on or about July 1,
2010.
BOARD CONSIDERATION, APPROVAL AND RECOMMENDATION
The Trustees of the Trust, all of whom are Independent Trustees and none of
whom has ever been affiliated with Janus Capital or Perkins, considered the
Proposed Amended Advisory Agreement and the Proposed Subadvisory Agreement for
the Fund. In the course of their consideration of the Proposed Amended Advisory
Agreement and the Proposed Subadvisory Agreement, the Trustees met in executive
session and were advised by their independent legal counsel. The Trustees
received and reviewed a substantial amount of information provided by Janus
Capital and Perkins in response to requests of the Trustees and their counsel.
The Trustees also considered information provided by their independent fee
consultant. Based on their evaluation of that information and other factors, on
December 11, 2009, the Independent Trustees approved the Proposed Amended
Advisory Agreement and the Proposed Subadvisory Agreement for the Fund, subject
to shareholder approval. In considering the Proposed Amended Advisory Agreement
and the Proposed Subadvisory Agreement and reaching their conclusions, the
Trustees reviewed and analyzed various factors that they determined were
relevant, including the factors described below.
79
Among other things, the Trustees considered:
(a) the representation of Janus Capital that there is not expected to
be any diminution in the nature, extent and quality of services provided to
the Fund and its shareholders;
(b) the experience of Perkins as an asset management firm with the
capabilities, resources and personnel necessary to provide subadvisory
services to the Fund;
(c) the proposed responsibilities of Perkins and the services to be
provided by it;
(d) the experience of Perkins in managing other Janus funds, including
funds with similar investment objectives and strategies;
(e) the retention of the current portfolio manager for the day-to-day
management of the Fund;
(f) that the subadvisory fees to be paid to Perkins by Janus Capital
appear to represent reasonable compensation in light of the services to be
provided;
(g) the terms and conditions of the Proposed Amended Advisory
Agreement and the Proposed Subadvisory Agreement;
Certain of these considerations are discussed in more detail below.
NATURE, EXTENT AND QUALITY OF SERVICES
The Trustees' analysis of the nature, extent, and quality of Perkins'
proposed services to the Fund took into account the investment objective and
strategies of the Fund and the knowledge the Trustees gained from their regular
meetings with Perkins throughout prior years with respect to other Janus funds
managed by Perkins. In addition, the Trustees reviewed Perkins' resources and
key personnel, especially those who would be providing investment management
services to the Fund. The Trustees also considered other services to be provided
to the Fund by Perkins. Janus Capital advised the Board of Trustees that it
expects that there will be no diminution in the scope and quality of advisory
services provided to the Fund as a result of the implementation of the Proposed
Amended Advisory Agreement or the Proposed Subadvisory Agreement.
The Trustees concluded that the subadvisory relationship and arrangement
was not expected to adversely affect the nature, extent or quality of services
provided to the Fund, and that the Fund was likely to benefit from services
provided under the Proposed Subadvisory Agreement. They also concluded that the
quality of Perkins' services to the other Janus funds for which Perkins serves
as subadviser has been satisfactory. In reaching their conclusions, the Trustees
considered: (i) information provided by Janus Capital and Perkins in connection
with the Trustees' consideration of the Proposed Amended Advisory Agreement and
the Proposed Subadvisory Agreement; (ii) the key factors identified in materials
previously provided to the Trustees by their independent counsel; (iii) that the
current portfolio manager will continue to handle the day-to-day management
responsibilities for the Fund; and (iv) the nature of the proposed changes in
80
the overall investment strategies of the Fund. They also concluded that Perkins'
financial condition was sound.
COSTS OF SERVICES TO BE PROVIDED
The Trustees considered fee structure and the subadvisory fee rate under
the Proposed Amended Advisory Agreement and the Proposed Subadvisory Agreement,
respectively, as well as the overall fee structure of the Fund. The Trustees
examined the fee information and estimated expenses for the Fund in comparison
to information for other comparable funds, as provided by Lipper, Inc.
("Lipper"), an independent provider of investment company data.
The Trustees considered the methodology used by Perkins in determining
compensation payable to its portfolio managers and the competition for
investment management talent, and information provided by representatives of
Perkins with respect to how the implementation of performance-based fees may
impact that methodology and its ability to retain key employees. The Trustees
also considered that, other than the potential impact of performance fees, there
will be no change to the overall fees paid by the Fund or services provided to
the Fund.
The Trustees concluded that the fee to by paid by Janus Capital to Perkins
was reasonable in relation to the nature and quality of the services to be
provided, taking into account the fees charged by other advisers and subadvisers
for managing comparable mutual funds with similar strategies and the fees
Perkins charges to other Janus funds or clients with similar investment
strategies. The Trustees also concluded that the estimated overall expense ratio
for each class of shares of the Fund, taking into account any expense
limitation, was comparable to or more favorable than the median expense ratios
of its peers, and that the fees that the Fund will pay to Janus Capital (a
portion of which Janus Capital will pay to Perkins) are reasonable in relation
to the nature and quality of the services to be provided, taking into
consideration (1) the fees charged by other advisers and subadvisers for
managing comparable mutual funds with similar strategies and (2) the impact of
the performance-based fee structure.
INVESTMENT PERFORMANCE
The Trustees considered the performance results of the Fund over various
time periods. They reviewed the information comparing the Fund's performance
with the performance of comparable funds and peer groups identified by Lipper,
and with the Fund's benchmark index. They concluded that the performance of the
Fund was acceptable under current market conditions. The Trustees' also noted
Perkins' considerable investment management experience, capabilities and
resources. They also noted the past performance of other Janus mutual funds
which are managed by Perkins, and other accounts having similar investment
objectives and strategies, but were unable to predict what effect, if any, the
engagement of Perkins as subadviser would have on the future performance of the
Fund.
81
BENEFITS DERIVED FROM THE RELATIONSHIP WITH JANUS CAPITAL AND PERKINS
The Trustees also considered benefits that would accrue to the Fund from
its relationship with Janus Capital and Perkins. The Trustees concluded that,
other than the services to be provided by Janus Capital and Perkins pursuant to
the Proposed Amended Advisory Agreement and the Proposed Subadvisory Agreement,
respectively, and the fee to be paid directly and indirectly by the Fund for
such services, the Fund, and Janus Capital, and Perkins may potentially benefit
from their relationship with one another in other ways. They also concluded that
success of their relationship could attract other business to Janus Capital and
Perkins or to other Janus funds, and that the success of Janus Capital and
Perkins could enhance each firm's ability to serve the Fund.
After full consideration of the above factors, as well as other factors,
the Trustees concluded that approving the Proposed Amended Advisory Agreement
and the Proposed Subadvisory Agreement was in the best interest of the Fund and
its shareholders. The Trustees voted to approve the Proposed Amended Advisory
Agreement and the Proposed Subadvisory Agreement and to recommend each to
shareholders for their approval.
PROPOSAL 4
APPROVE AN AMENDED AND RESTATED INVESTMENT ADVISORY
AGREEMENT BETWEEN THE TRUST AND JANUS CAPITAL
INFORMATION CONCERNING THE ADVISER
Janus Capital, 151 Detroit Street, Denver, Colorado 80206-4805, serves as
investment adviser to Janus Global Opportunities Fund pursuant to the Current
Advisory Agreement dated July 1, 2004, as amended February 1, 2006 and June 14,
2006, Janus Capital is a direct subsidiary of Janus Capital Group Inc. ("JCGI"),
a publicly traded company with principal operations in financial asset
management businesses that had $159.7 billion in assets under management as of
December 31, 2009. JCGI 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 JCGI.
Janus Capital (together with its predecessors) has served as an investment
adviser since 1970. As of December 31, 2009, the Janus funds that Janus Capital
advises consisted of 52 portfolios offering a broad range of investment
objectives, including those with similar investment objectives as the Fund (see
attached Appendix E for further information). Janus Capital also serves as
subadviser for a number of private-label mutual funds and provides separate
account advisory services for institutional accounts.
Principal Executive Officers and Directors of the Adviser. The principal
executive officers and directors of Janus Capital and their principal
occupations are included in Appendix F to this Proxy Statement.
82
SUMMARY OF THE CURRENT ADVISORY AGREEMENT AND THE PROPOSED AMENDED ADVISORY
AGREEMENT
Except for the change to permit Janus Capital to engage a subadviser for
the Fund and the dates of execution, the terms of the Current Advisory Agreement
and the Proposed Amended Advisory Agreement are the same. A summary of the
Current Advisory Agreement and the Proposed Amended Advisory Agreement is
provided below. A form of the Proposed Amended Advisory Agreement is attached to
this Proxy Statement as Appendix I; the description of the Proposed Amended
Advisory Agreement is qualified in its entirety by reference to Appendix I.
Additional changes to the Current Advisory Agreement are described in Proposal
2.c.
DESCRIPTION OF THE CURRENT ADVISORY AGREEMENT
Advisory Services. Janus Capital provides the Fund with continuing
investment management services. Janus Capital is responsible for the day-to-day
management of the Fund and for providing continuous investment advice regarding
the purchase and sale of securities held by the Fund, subject to (i) the Trust's
Amended and Restated Agreement and Declaration of Trust and Amended and Restated
Bylaws; (ii) the investment objectives, policies and restrictions set forth in
the Fund's registration statements; (iii) the provisions of the 1940 Act and the
Internal Revenue Code of 1986, as amended; and (iv) such other policies and
instructions as the Trustees may from time to time determine. If Proposal 5 is
approved, certain of these responsibilities would transition to Perkins.
Janus Capital provides office space for the Fund and pays the salaries,
fees, and expenses of all Fund officers (sharing certain expenses and salaries
for the Fund's Chief Compliance Officer and other compliance-related personnel
as authorized by the Trustees from time to time). Janus Capital provides certain
administrative services to the Fund as described under "Fund Service Providers"
and is responsible for the other business affairs of the Fund. Janus Capital is
authorized to delegate to others to perform certain administrative and other
services.
The Fund pays all expenses incidental to its organization, operations and
business not specifically assumed by Janus Capital, including custodian and
transfer agency fees and expenses, brokerage commissions and dealer spreads, and
other expenses in connection with the execution of portfolio transactions, legal
and accounting expenses, interest, taxes, a portion of trade association or
other investment company organization dues and expenses, registration fees,
expenses of shareholders' meetings, reports to shareholders, fees and expenses
of Independent Trustees, and other costs of complying with applicable laws
regulating the sale of Fund shares. Information concerning services provided by
Janus Distributors LLC ("Janus Distributors"), the Fund's distributor, and Janus
Services LLC ("Janus Services"), the Fund's transfer agent, each a wholly-owned
subsidiary of Janus Capital, and a description of any fees paid by the Fund to
Janus Distributors and Janus Services, is included under "Fund Service
Providers" in this Proxy Statement.
83
Liability. The Fund's Current Advisory Agreement provides that Janus
Capital shall not be liable for any error of judgment or mistake of law or for
any loss arising out of any investment or for any act or omission taken with
respect to the Fund, except for willful misfeasance, bad faith or gross
negligence in the performance of its duties, or by reason of reckless disregard
of its obligations and duties under the agreement, and except to the extent
otherwise provided by law.
Termination of the Agreement. The Fund's Current Advisory Agreement
continues in effect until February 1, 2011, and from year to year thereafter so
long as such continuance is specifically approved at least annually by a
majority of the Fund's Independent Trustees, and by either a majority of the
outstanding voting securities of the Fund or the Board of Trustees. The
"majority of outstanding voting securities" means the lesser of (i) 67% or more
of the shares of the Fund 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 (a "1940 Act Majority").
The Current Advisory Agreement: (i) may be terminated, without penalty, by
the Fund or Janus Capital on 60 days' written notice; (ii) terminates
automatically in the event of its assignment; and (iii) generally, may not be
amended without the approval by vote of a majority of the Trustees, including a
majority of the Independent Trustees, and, to the extent required by the 1940
Act, the vote of a 1940 Act Majority.
Compensation. The Current Advisory Agreement provides that Janus Capital
is entitled to compensation for services provided thereunder at the annual rate
of 0.64% of the Fund's average daily net assets. The fee is computed daily and
paid monthly. As previously noted, as a shareholder of the Fund, you will also
be asked to approve changing this fixed-rate fee to a fee that adjusts up or
down based on the Fund's performance relative to its benchmark index, the MSCI
World Index(SM).
Additional Information. The date of the Current Advisory Agreement, dated
July 1, 2004, as amended February 1, 2006 and June 14, 2006, was last submitted
for shareholder approval on January 9, 2006, to approve certain amendments. The
Current Advisory Agreement was last re-approved by the Board of Trustees at a
meeting held on December 11, 2009. In conjunction with their approval of the
continuance of the Current Advisory Agreement, the Board noted that at the same
meeting they also approved the Proposed Subadvisory Agreement and related
Proposed Amended Advisory Agreement and that such new agreement and amendment
would not take effect unless approved by shareholders. A discussion of the
Board's considerations and recommendations concerning the Proposed Subadvisory
Agreement and the Proposed Amended Advisory Agreement at the December 11, 2009
board meeting are discussed above.
The implementation of the Proposed Amended Advisory Agreement for the Fund
is contingent upon shareholder approval.
DESCRIPTION OF THE PROPOSED AMENDED ADVISORY AGREEMENT
Other than described below, the Proposed Amended Advisory Agreement does
not change, amend, or modify any other terms of the Current Advisory Agreement.
The
84
same services will be provided under the Current Advisory Agreement; all or some
of those services would be provided by a subadviser rather than Janus Capital.
The Current Advisory Agreement does not currently contemplate permitting
Janus Capital to engage a subadviser for the Fund. Because shareholders are
being asked to consider appointing Perkins as subadviser to the Fund (please
refer to Proposal 5), it is necessary to amend the Current Advisory Agreement to
allow for the engagement of a subadviser. Under the terms of the Proposed
Amended Advisory Agreement, Janus Capital would have the authority to engage
Perkins, or any other qualified subadviser, for the Fund and would be
responsible for compensating such subadviser, subject to Trustee and shareholder
approval.
REQUIRED VOTE
Approval of the Proposed Amended Advisory Agreement requires the
affirmative vote of a 1940 Act Majority (as previously defined) of the Fund. If
shareholders of the Fund do not approve the Proposal and/or the Proposed
Subadvisory Agreement under Proposal 5, Janus Capital will continue to be the
sole adviser of the Fund under the terms of the Current Advisory Agreement and
the Board of Trustees will take such further action as it deems to be in the
best interest of the Fund and its shareholders.
THE INDEPENDENT TRUSTEES OF THE TRUST UNANIMOUSLY RECOMMEND THAT YOU VOTE "FOR"
APPROVAL OF THE PROPOSED AMENDED ADVISORY AGREEMENT.
PROPOSAL 5
APPROVE A SUBADVISORY AGREEMENT BETWEEN
JANUS CAPITAL AND PERKINS
INFORMATION CONCERNING THE SUBADVISER
Perkins is principally located at 311 S. Wacker Drive, Suite 6000, Chicago,
Illinois 60606. Perkins is a subsidiary of Janus Capital and is registered as an
investment adviser with the SEC. Perkins and its predecessor have been in the
investment management business since 1984. Perkins also serves as investment
adviser or subadviser to separately managed accounts and other registered
investment companies, and currently serves as subadviser to other Janus value
equity mutual funds. Janus Capital owns approximately 78% of Perkins. As of
December 31, 2009, Perkins had $15,115,176,956 in assets under management.
Perkins acts as investment adviser or subadviser to other investment companies
with investment objectives and strategies similar to those of the Fund.
Information on those similar investment companies is set forth in Appendix J to
this Proxy Statement.
Portfolio Manager. Gregory R. Kolb, CFA, is Executive Vice President and
Portfolio Manager of the Fund, which he has co-managed or managed since May
2005. Mr. Kolb will continue to be responsible for the day-to-day management of
the Fund under the Proposed Subadvisory Agreement with Perkins. It is
anticipated that Mr. Kolb will become an employee of Perkins if shareholders
approve the engagement of Perkins
85
as the Fund's subadviser, and will be integrated into the Perkins investment
team where he will be supported in his investment process by Perkins research
analysts. Mr. Kolb is also Portfolio Manager of other Janus accounts. Mr. Kolb
joined Janus Capital in 2001 as an equity research analyst.
Principal Executive Officers and Directors of the Subadviser. Information
regarding the principal executive officers and directors of Perkins and their
principal occupations are included in Appendix F to this Proxy Statement.
SUMMARY OF THE CURRENT ADVISORY AGREEMENT AND THE PROPOSED SUBADVISORY AGREEMENT
A form of the Proposed Subadvisory Agreement is attached to this Proxy
Statement as Appendix H. The following descriptions of the Current Advisory
Agreement and the Proposed Subadvisory Agreement are only summaries. You should
refer to Appendix H for the text of the Proposed Subadvisory Agreement; the
description of the Proposed Subadvisory Agreement is qualified in its entirety
by reference to Appendix H.
DESCRIPTION OF THE CURRENT ADVISORY AGREEMENT
Janus Capital currently serves as investment adviser to the Fund pursuant
to the terms of the Current Advisory Agreement. The Current Advisory Agreement
continues in effect from year to year so long as such continuance is
specifically approved annually by either the Board of Trustees or the
affirmative vote of a 1940 Act Majority and, in either event, by the vote of a
majority of the Independent Trustees. The Current Advisory Agreement: (i) may be
terminated, without penalty, by the Fund or Janus Capital on 60 days' written
notice; (ii) terminates automatically in the event of an assignment; and (iii)
generally, may not be amended without the approval by vote of a majority of the
Trustees, including a majority of the Independent Trustees, and, to the extent
required by the 1940 Act, the vote of a 1940 Act Majority.
The Current Advisory Agreement was last re-approved by the Board of
Trustees at a meeting held on December 11, 2009. In conjunction with their
approval of the continuance of the Current Advisory Agreement, the Board noted
that at the same meeting they also approved the Proposed Subadvisory Agreement
and that such new agreement would not take effect unless approved by
shareholders. A discussion of the Board's considerations and recommendations
concerning the Proposed Subadvisory Agreement at the December 11, 2009 board
meeting are discussed above.
The Current Advisory Agreement provides that Janus Capital is entitled to
compensation for services provided thereunder at the annual rate of 0.64% of the
Fund's average daily net assets. The fee is computed daily and paid monthly. As
previously noted, as a shareholder of the Fund, you will also be asked to
approve changing this fixed-rate fee to a fee that adjusts up or down based on
the Fund's performance relative to its benchmark index, the MSCI World
Index(SM).
86
DESCRIPTION OF THE PROPOSED SUBADVISORY AGREEMENT
Subadvisory Services. Under the terms of the Proposed Subadvisory
Agreement between Janus Capital and Perkins, subject to the direction and
control of Janus Capital and the Board of Trustees, Perkins will: (i) manage the
investment operations of the Fund; (ii) keep Janus Capital fully informed as to
the valuation of assets of the Fund, its condition, investment decisions and
consideration; (iii) maintain all books and records required under federal
securities law relating to day-to-day portfolio management of the Fund; (iv)
perform certain limited related administrative functions; and (v) provide the
Trustees and Janus Capital with economic, operational, and investment data and
reports. Additionally, Perkins will determine what securities and other assets
of the Fund will be acquired, held, disposed of or loaned, in conformity with
the investment objectives, policies, and restrictions established by the
Trustees and set forth in the Trust's registration statement.
Compensation. In return for the services to be provided under the Proposed
Subadvisory Agreement, Perkins will be entitled to receive a subadvisory fee,
paid by Janus Capital, that is accrued daily and payable monthly at an annual
rate equal to 50% of the investment advisory fee otherwise payable by the Fund
to Janus Capital (calculated after any applicable performance fee adjustments).
If the Proposed Subadvisory Agreement were currently in effect, Janus Capital
would pay Perkins an annual fee rate of 0.32% of average daily net assets (net
of any performance fee adjustments).
The engagement of Perkins as subadviser to the Fund will have no effect on
the terms of the Current Advisory Agreement, other than requiring the requested
changes to engage a subadviser (as described in Proposal 4). Perkins'
subadvisory fee will be paid directly by Janus Capital; however, shareholders of
the Fund should note that, if they approve the performance-based investment
advisory fee structure under Proposal 2.c. regarding the fee paid by the Fund to
Janus Capital, Perkins' subadvisory fee rate will also adjust up or down in line
with the performance fee, as Janus Capital will pay 50% of the advisory fee it
receives from the Fund to Perkins.
During the most recent fiscal year ended October 31, 2009, the Fund paid
$543,001 in advisory fees to Janus Capital. If the Proposed Subadvisory
Agreement had been in effect, Perkins would have received $271,500 in
subadvisory fees for that fiscal year, all paid by Janus Capital.
The following table summarizes the pro forma subadvisory fees based on the
average net assets of the Fund that would have been paid by Janus Capital to
Perkins if the Proposed Subadvisory Agreement had been in effect for the fiscal
year ended October 31, 2009. This information assumes that the Performance
Adjustment (as described further under Proposal 2.c.) would have been in effect
during the fiscal year and that it would have been calculated over the 36-month
period ended October 31, 2009. The last column indicates the percentage increase
or decrease of the fee that
87
Perkins would have received had the proposed performance-based fee arrangement
been in effect during the period.
<Table>
<Caption>
AVERAGE NET ASSETS PRO FORMA % INCREASE (+)
(000'S) SUBADVISORY FEES OR DECREASE (-)
------------------ ---------------- ---------------
$84,969 $326,075 +20.10
</Table>
Liability. The Proposed Subadvisory Agreement provides that Perkins, and
any affiliate of Perkins performing services for the Fund contemplated
thereunder (including any managers, members, owners, directors, and officers of
Perkins and such affiliates), shall not be liable for any error of judgment or
mistake of law or for any loss arising out of any investment or for any act or
omission taken with respect to the Fund, except for willful misfeasance, bad
faith or gross negligence in the performance of their respective duties, or by
reason of reckless disregard or their respective obligations and duties under
the Proposed Subadvisory Agreement, and except to the extent otherwise provided
by law.
Term of the Agreement. If approved, the Proposed Subadvisory Agreement
will be in effect for an initial term ending on February 1, 2011, and may
continue in effect thereafter from year to year if such continuance is
specifically approved at least annually by either the Board of Trustees or the
affirmative vote of a 1940 Act Majority and, in either event, by the vote of a
majority of the Independent Trustees.
Termination of the Agreement. The Proposed Subadvisory Agreement
terminates automatically in the event of its assignment or upon the termination
of the Current Advisory Agreement. The Proposed Subadvisory Agreement may be
terminated at any time, without penalty, either by the shareholders of the Fund
acting by vote of at least a majority of its outstanding voting securities, or
by the Trustees, provided in either case that 90 days' advance written notice of
termination be given to Perkins at its principal place of business. The Proposed
Subadvisory Agreement may also be terminated (i) by Janus Capital or by Perkins
at any time, without penalty, by giving 90 days' advance written notice of
termination of the other party, or (ii) by Janus Capital or the Trust, without
advance notice, if Perkins becomes unable to discharge its duties and
obligations under the Proposed Subadvisory Agreement.
88
REQUIRED VOTE
Approval of the Proposed Subadvisory Agreement requires the affirmative
vote of a 1940 Act Majority (as previously defined) of the Fund. It is also
contingent on shareholder approval of Proposal 4 in this Proxy Statement. If
shareholders of the Fund do not approve the Proposal and/or Proposal 4, Janus
Capital will continue to be the sole adviser of the Fund under the terms of the
Current Advisory Agreement and the Board of Trustees will take such further
action as it deems to be in the best interest of the Fund and its shareholders.
THE INDEPENDENT TRUSTEES OF THE TRUST UNANIMOUSLY RECOMMEND THAT YOU VOTE "FOR"
APPROVAL OF THE PROPOSED SUBADVISORY AGREEMENT.
FUND SERVICE PROVIDERS
ADMINISTRATOR. Janus Capital serves as administrator to the Funds,
performing internal accounting, recordkeeping, blue sky monitoring and
registration functions. Janus Capital may be reimbursed by the Funds for certain
administrative and clerical functions it provides to the Funds, as well as for
reasonable costs it incurs in performing certain functions.
Janus Capital also acts as administrator to each of Janus Money Market Fund
and Janus Government Money Market Fund pursuant to separate Administration
Agreements between Janus Capital and the Trust, on behalf of each such Fund.
Pursuant to such Administration Agreements, each of Janus Money Market Fund and
Janus Government Money Market Fund pay Janus Capital an administration fee
calculated at the annual rate of 0.50% of the value of the average daily net
assets. Effective February 16, 2010, Class D Shares of each Fund will compensate
Janus Capital at an annual rate of 0.46% and Class T Shares of each Fund will
compensate Janus Capital at an annual rate of 0.48%. Janus Capital may use a
portion of the administration fee to compensate financial intermediaries.
The fees paid to Janus Capital by each of Janus Money Market Fund and Janus
Government Money Market Fund for administrative services, for the fiscal year
ended October 31, 2009 are shown below. Each Fund has changed its fiscal year
end to June 30.
<Table>
<Caption>
FEES PAID TO JANUS CAPITAL
--------------------------
ADMINISTRATION FEES
FUND ($) (000'S)
---- --------------------------
Janus Money Market Fund...................... 8,922
Janus Government Money Market Fund........... 1,370
</Table>
Janus Capital intends to continue to provide the same administrative
services after implementation of the proposed amended advisory agreements
(discussed in Proposals 2, 3 and 4), and the proposed subadvisory agreement
(discussed in Proposal 5).
DISTRIBUTOR. Janus Distributors, a wholly-owned subsidiary of Janus
Capital, located at 151 Detroit Street, Denver, Colorado 80206, serves as
distributor of the
89
Funds pursuant to an Amended and Restated Distribution Agreement between the
Trust and Janus Distributors. According to plans adopted pursuant to Rule 12b-1
under the 1940 Act for Class A Shares, Class C Shares, Class R Shares and Class
S Shares, Janus Distributors receives a 12b-1 distribution fee from each such
class of shares that is used to pay for activities that are primarily intended
to result in sales of shares. Class A Shares and Class S Shares pay Janus
Distributors a 12b-1 distribution 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 distribution fee to Janus Distributors of up to 1.00% (0.75%
distribution fee and 0.25% service fee) of the average daily net assets of Class
C Shares. Class R Shares pay a 12b-1 distribution fee to Janus Distributors of
up to 0.50% of the average daily net assets of Class R Shares. Janus
Distributors may retain some or all of the fees it receives from Class A Shares,
Class C Shares, Class R Shares and Class S Shares, or may pass it through to
financial intermediaries in payment for distribution and/or administrative
services. Janus Distributors intends to continue to provide the same services
after implementation of the proposed amended advisory agreements (discussed in
Proposals 2, 3 and 4), and the proposed subadvisory agreement (discussed in
Proposal 5).
Fees paid by Class A Shares, Class C Shares, Class R Shares, and Class S
Shares of each Fund offering such shares to Janus Distributors (substantially
all of which Janus Distributors paid out as compensation to broker-dealers and
other service providers) for the fiscal year or period ended October 31, 2009 or
July 31, 2009, as applicable, are shown in the table below. Each Fund has
changed its fiscal year end to either June 30 or September 30.
<Table>
<Caption>
FEES PAID TO JANUS DISTRIBUTORS
($) (000'S)
-------------------------------------
CLASS A CLASS C CLASS R CLASS S
FUND SHARES SHARES SHARES SHARES
---- ------- ------- ------- -------
INTECH Risk-Managed Core Fund(1)..... 12 28 N/A 4
INTECH Risk-Managed Growth Fund(2)... 50 55 N/A 100
INTECH Risk-Managed International
Fund(2)............................ 5 18 N/A 5
INTECH Risk-Managed Value Fund(2).... 4 3 N/A --(3)
Janus Balanced Fund(1)............... 234 675 64 388
Janus Contrarian Fund(1)............. 62 218 4 4
Janus Enterprise Fund(1)............. 64 68 67 174
Janus Flexible Bond Fund(1).......... 177 444 4 55
Janus Forty Fund(2).................. 2,652 3,861 493 5,958
Janus Fund(1)........................ 4 17 1 69
Janus Global Life Sciences Fund(1)... --(3) --(3) N/A --(3)
Janus Global Opportunities Fund(1)... --(3) --(3) N/A --(3)
Janus Global Real Estate Fund(2)..... 1 3 N/A --(3)
Janus Global Research Fund(1)........ --(3) --(3) N/A --(3)
Janus Global Technology Fund(1)...... --(3) --(3) N/A --(3)
</Table>
90
<Table>
<Caption>
FEES PAID TO JANUS DISTRIBUTORS
($) (000'S)
-------------------------------------
CLASS A CLASS C CLASS R CLASS S
FUND SHARES SHARES SHARES SHARES
---- ------- ------- ------- -------
Janus Growth and Income Fund(1)...... 16 15 3 54
Janus High-Yield Fund(1)............. 61 165 1 4
Janus International Equity Fund(2)... 137 126 3 7
Janus International Forty Fund(2).... 2 2 N/A --(3)
Janus Long/Short Fund(2)............. 462 1,350 --(3) 32
Janus Modular Portfolio Construction
Fund(4)............................ 1 6 N/A --(3)
Janus Orion Fund(1).................. 20 30 2 8
Janus Overseas Fund(1)............... 366 552 154 1,087
Janus Research Core Fund(1).......... 5 27 2 20
Janus Research Fund(1)............... --(3) --(3) N/A --(3)
Janus Short-Term Bond Fund(1)........ 15 29 N/A 2
Janus Smart
Portfolio - Conservative(1)........ --(3) --(3) N/A --(3)
Janus Smart Portfolio - Growth(1).... --(3) --(3) N/A --(3)
Janus Smart Portfolio - Moderate(1).. --(3) --(3) N/A --(3)
Janus Triton Fund(1)................. 9 15 2 2
Janus Worldwide Fund(1).............. 2 3 --(3) 50
Perkins Large Cap Value Fund(5)...... --(3) 3 N/A --(3)
Perkins Mid Cap Value Fund(1)........ 595 347 104 321
Perkins Small Cap Value Fund(1)...... 11 12 5 20
</Table>
--------
(1) For the period July 6, 2009 to October 31, 2009.
(2) For fiscal year ended July 31, 2009.
(3) Amount is less than $1,000.
(4) September 3, 2008 (effective date) to July 31, 2009.
(5) December 31, 2008 (effective date) to July 31, 2009.
TRANSFER AGENT. Janus Services, P.O. Box 173375, Denver, Colorado 80207-
3375, a wholly-owned subsidiary of Janus Capital, serves as each Fund's transfer
agent pursuant to an Amended and Restated Transfer Agency Agreement ("Transfer
Agency Agreement") between Janus Services and the Trust. Pursuant to the
Transfer Agency Agreement, each class of shares of the Funds reimburses Janus
Services for out-of-pocket expenses incurred by Janus Services in connection
with services rendered. In addition, Janus Services may receive an
administrative services fee at an annual rate of up to 0.25% of the average
daily net assets of Class R Shares and Class S Shares of each Fund for
providing, or arranging for the provision of, administrative services to
investors in Class R Shares and Class S Shares of the Funds. Janus Services
expects to use all or a significant portion of this fee to compensate retirement
plan service providers and other financial intermediaries for providing these
services to their customers who invest in the Funds. Services provided by these
financial intermediaries may include, but are not limited to, recordkeeping,
subaccounting, processing and aggregating purchase
91
and redemption transactions, providing periodic statements, forwarding
prospectuses, shareholder reports, and other materials to existing customers,
and other administrative services.
Class D Shares of the Funds pay an annual administrative fee of 0.12% of
average daily net assets of Class D Shares to Janus Services. These
administrative fees are paid by the Class D Shares of each Fund for shareholder
services provided by Janus Services.
Janus Services receives an administrative services fee at an annual rate of
0.25% of the average daily net assets of Class T Shares of each Fund for
providing, or arranging for the provision by intermediaries of, administrative
services, including recordkeeping, subaccounting, order processing or other
shareholder services provided on behalf of the shareholders of the Funds. Janus
Services expects to use some or all of this fee to compensate intermediaries for
providing these services to their customers who invest in the Funds. Janus
Services or its affiliates may also pay fees for services provided by
intermediaries to the extent the fees charged by intermediaries exceed the 0.25%
of net assets charged to the Funds.
In addition, for services provided, including, but not limited to,
establishing and maintaining shareholder accounts, recording ownership of shares
on the Trust's books, mailing shareholder reports, recording reinvestment of
dividends and distributions, and coordinating with banks, broker-dealers and
other financial intermediaries who represent Fund shareholders, Janus Services
may receive from Class L Shares of Perkins Mid Cap Value Fund and Perkins Small
Cap Value Fund, an asset-weighted fee based upon the average proportion of each
Fund's total net assets sold directly and the average proportion of each Fund's
net assets sold through financial intermediaries on a monthly basis. The asset-
weighted fee rate is 0.12% of the average net assets of Class L Shares sold
directly to shareholders and 0.25% of the average net assets of Class L Shares
sold through financial intermediaries.
Janus Services intends to continue to provide the same services after
implementation of the proposed amended advisory agreements (discussed in
Proposals 2, 3 and 4), and the Proposed Subadvisory Agreement (discussed in
Proposal 5).
Fees paid to Janus Services (substantially all of which Janus Services paid
out as compensation to broker-dealers and service providers) for the fiscal year
or period ended October 31, 2009 or July 31, 2009, as applicable, are shown in
the following table.
<Table>
<Caption>
FEES PAID TO JANUS SERVICES
FUND NAME* ($) (000'S)
---------- ---------------------------
INTECH Risk-Managed Core Fund(1)
Class J Shares(2)......................... 359
Class S Shares............................ 4
INTECH Risk-Managed Growth Fund(3)
Class S Shares............................ 100
Class T Shares............................ --(4)
</Table>
92
<Table>
<Caption>
FEES PAID TO JANUS SERVICES
FUND NAME* ($) (000'S)
---------- ---------------------------
INTECH Risk-Managed International Fund(3)
Class S Shares............................ 4
Class T Shares............................ --(4)
INTECH Risk-Managed Value Fund(3)
Class S Shares............................ --(5)
Class T Shares............................ --(4)
Janus Balanced Fund(1)
Class J Shares(2)......................... 5,797
Class R Shares............................ 32
Class S Shares............................ 388
Janus Contrarian Fund(1)
Class J Shares(2)......................... 6,230
Class R Shares............................ 2
Class S Shares............................ 4
Janus Enterprise Fund(1)
Class J Shares(2)......................... 2,527
Class R Shares............................ 34
Class S Shares............................ 174
Janus Flexible Bond Fund(1)
Class J Shares(2)......................... 1,572
Class R Shares............................ 2
Class S Shares............................ 55
Janus Forty Fund(3)
Class R Shares............................ 246
Class S Shares............................ 5,958
Class T Shares............................ --(4)
Janus Fund(1)
Class J Shares(2)......................... 13,082
Class R Shares............................ --(5)
Class S Shares............................ 69
Janus Global Life Sciences Fund(1)
Class J Shares(2)......................... 1,037
Class S Shares............................ --(5)
Janus Global Opportunities Fund(1)
Class J Shares(2)......................... 128
Class S Shares............................ --(5)
Janus Global Real Estate Fund(3)
Class S Shares............................ --(5)
Class T Shares............................ --(4)
</Table>
93
<Table>
<Caption>
FEES PAID TO JANUS SERVICES
FUND NAME* ($) (000'S)
---------- ---------------------------
Janus Global Research Fund(1)
Class J Shares(2)......................... 302
Class S Shares............................ --(5)
Janus Global Technology Fund(1)
Class J Shares(2)......................... 941
Class S Shares............................ --(5)
Janus Growth and Income Fund(1)
Class J Shares(2)......................... 6,024
Class R Shares............................ 1
Class S Shares............................ 54
Janus High-Yield Fund(1)
Class J Shares(2)......................... 1,181
Class R Shares............................ --(5)
Class S Shares............................ 4
Janus International Equity Fund(3)
Class R Shares............................ 1
Class S Shares............................ 7
Class T Shares............................ --(4)
Janus International Forty Fund(3)
Class S Shares............................ --(5)
Class T Shares............................ --(4)
Janus Long/Short Fund(3)
Class R Shares............................ --(5)
Class S Shares............................ 32
Class T Shares............................ --(4)
Janus Modular Portfolio Construction Fund(3)
Class S Shares............................ --(6)
Class T Shares............................ --(4)
Janus Orion Fund(1)
Class J Shares(2)......................... 4,518
Class R Shares............................ 1
Class S Shares............................ 8
Janus Overseas Fund(1)
Class J Shares(2)......................... 10,852
Class R Shares............................ 77
Class S Shares............................ 1,087
Janus Research Core Fund(1)
Class J Shares(2)......................... 903
Class R Shares............................ 1
Class S Shares............................ 20
</Table>
94
<Table>
<Caption>
FEES PAID TO JANUS SERVICES
FUND NAME* ($) (000'S)
---------- ---------------------------
Janus Research Fund(1)
Class J Shares(2)......................... 4,456
Class S Shares............................ --(5)
Janus Short-Term Bond Fund(1)
Class J Shares(2)......................... 1,172
Class S Shares............................ 2
Janus Smart Portfolio - Conservative(1)
Class J Shares(2)......................... 113
Class S Shares............................ --(5)
Janus Smart Portfolio - Growth(1)
Class J Shares(2)......................... 197
Class S Shares............................ --(5)
Janus Smart Portfolio - Moderate(1)
Class J Shares(2)......................... 156
Class S Shares............................ --(5)
Janus Triton Fund(1)
Class J Shares(2)......................... 353
Class R Shares............................ --(5)
Class S Shares............................ 2
Janus Worldwide Fund(1)
Class J Shares(2)......................... 2,364
Class R Shares............................ --(5)
Class S Shares............................ 50
Perkins Large Cap Value Fund(3)
Class S Shares............................ --(7)
Class T Shares............................ --(4)
Perkins Mid Cap Value Fund(1)
Class J Shares(2)......................... 13,780
Class L Shares(8)......................... 766
Class R Shares............................ 52
Class S Shares............................ 321
Perkins Small Cap Value Fund(1)
Class J Shares(2)......................... 1,055
Class L Shares(8)......................... 1,520
Class R Shares............................ 3
Class S Shares............................ 20
</Table>
--------
* Certain Funds do not offer Class R Shares.
(1) For the period July 6, 2009 to October 31, 2009.
(2) Fees for Class J Shares as of October 31, 2009, reflect an asset-weighted
fee based upon the average proportion of the Fund's total net assets sold
directly and the average proportion of the Fund's total net assets sold
through financial intermediaries on a monthly basis. The asset-weighted fee
was calculated by
95
applying a blended annual fee rate of 0.12% on average net assets for the
proportion of assets sold directly and 0.25% on average net assets for the
proportion of assets sold through financial intermediaries. Effective
February 16, 2010, Class D Shares of the Fund commenced operations after the
restructuring of the Fund's Class J Shares, the predecessor share class.
Class J Shares were subsequently renamed Class T Shares. As of October 31,
2009, Janus Services did not receive any administrative fees from Class D
Shares or Class T Shares of the Fund.
(3) For fiscal year ended July 31, 2009.
(4) Class T Shares commenced operations on July 6, 2009. Amount is less than
$1,000.
(5) Amount is less than $1,000.
(6) September 3, 2008 (effective date) to July 31, 2009. Amount is less than
$1,000.
(7) December 31, 2008 (effective date) to July 31, 2009. Amount is less than
$1,000.
(8) Effective July 6, 2009, the Fund's Institutional Shares were renamed Class L
Shares. Janus Services has agreed to waive all or a portion of the fees
payable by Class L Shares of the Fund. Such waiver is voluntary and could
change or be terminated at any time. For the fiscal year ended October 31,
2009, the entire amount reflected was waived.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Based on the Audit Committee's recommendation, the Board of Trustees, all
of whom are Independent Trustees, selected PricewaterhouseCoopers LLP ("PWC") as
the Trust's independent registered public accounting firm during the Trust's
current fiscal years. In accordance with Independence Standards Board Standard
No. 1 ("ISB No. 1"), PWC has confirmed to the Trust's Audit Committee that it is
an independent registered accounting firm with respect to the Funds.
Representatives of PWC will be available at the Meeting to answer appropriate
questions concerning the Trust's financial statements and will have an
opportunity to make a statement if they so choose.
As the independent registered public accounting firm for the Trust, PWC
performs audit services for the Trust, including the audit of the Trust's annual
financial statements, reviews of the Trust's annual reports, semiannual reports,
quarterly portfolio holdings reports and registration statement amendments. PWC
may also provide other audit-related, non-audit and tax-related services to the
Funds.
The Trust's Audit Committee must pre-approve all audit and non-audit
services provided by PWC to the Funds. The Trust's Audit Committee has adopted
policies and procedures to, among other purposes, provide a framework for the
Audit Committee's consideration of any non-audit services provided by PWC. The
policies and procedures require that any audit and non-audit services provided
to the Funds by PWC and any non-audit service provided by PWC to Janus Capital
and entities controlling, controlled by, or under common control with Janus
Capital that provide ongoing services to the Funds (collectively, "Fund Service
Providers") that relate directly to the operations and financial reporting of a
Fund ("Covered Services") are subject to approval by the Audit Committee before
such service is provided. The Chairman of the Audit Committee (or, in his
absence, any Audit Committee member) is authorized to grant such pre-approval in
the interim between regularly scheduled meetings of the Audit Committee. In such
case, the Chairman must report the pre-approval to the Audit Committee no later
than its next meeting.
96
Pre-approval of non-audit services provided by PWC to the Trust and Fund
Service Providers is not required if: (i) the services were not recognized by
Janus Capital at the time of the engagement as non-audit services; (ii) for non-
audit services provided to the Trust, the aggregate fees paid for all such non-
audit services provided to the Trust are no more than 5% of the total fees paid
by the Trust to the independent auditor during the fiscal years in which the
non-audit services are provided; (iii) for non-audit services provided to Fund
Service Providers, the aggregate fees for all such non-audit services provided
are no more than 5% of the total fees paid by the Trust and Fund Service
Providers during the fiscal years of the Trust in which the non-audit services
are provided; and (iv) such services are promptly brought to the attention of
the Audit Committee by Janus Capital, and the Audit Committee or its delegate
approves them prior to the completion of the audit (the "de minimis exception").
In circumstances where the Trust's Audit Committee did not pre-approve
certain non-audit services that were rendered by PWC to any Fund Service
Provider that did not relate directly to the operations and financial reporting
of a Janus fund ("Non-Covered Service"), the Trust's Audit Committee will
consider whether the provision of the such non-audit service by PWC is
compatible with maintaining PWC's independence in auditing the Funds, taking
into account representations from PWC, in accordance with ISB No. 1, regarding
its independence from the Funds and their related entities. There were no non-
audit services provided to a Fund Service Provider by PWC that were not pre-
approved by the Audit Committee.
Audit Fees. In each of the fiscal years ended October 31, 2009 and October
31, 2008, the aggregate Audit Fees billed by PWC for professional services
rendered for the audits of the financial statements of each Fund, or services
that are normally provided by PWC in connection with statutory and regulatory
filings or engagements for those fiscal years for the Trust, are shown in the
table below.
<Table>
<Caption>
2009(A) 2008(A)
-------- --------
$890,255 $503,825
</Table>
--------
(A) Aggregate amounts may reflect rounding.
Audit-Related Fees. In each of the fiscal years ended October 31, 2009 and
October 31, 2008, there were no Audit-Related Fees billed by PWC for services
rendered for assurance and related services to each Fund that are reasonably
related to the performance of the audit or review of the Funds' financial
statements, but not reported as Audit Fees.
In each of the fiscal years ended October 31, 2009 and October 31, 2008,
the aggregate Audit-Related Fees that were billed by PWC that were required to
be approved by the Audit Committee for services rendered on behalf of the Fund
Service Providers for assurance and related services that relate directly to the
operations of the
97
Audit or review of the Funds' financial statements, but not reported as Audit
Fees, are shown in the table below.
<Table>
<Caption>
2009(A) 2008(A)
-------- --------
$158,971 $299,768
</Table>
--------
(A) Aggregate amounts may reflect rounding.
Fees included in the audit-related category consist of assurance and
related services (e.g., due diligence services) that are traditionally performed
by the independent registered public accounting firm. These audit-related
services include due diligence related to mergers and acquisitions and
semiannual financial statement and proxy statement disclosure review.
No amounts were approved by the Audit Committee pursuant to the de minimis
exception for the fiscal years ended October 31, 2009 and October 31, 2008 for
the Trust. There were no amounts that were required to be approved by the Audit
Committee pursuant to the de minimis exception for the fiscal years ended
October 31, 2009 and October 31, 2008 for the Trust, on behalf of the Fund
Service Providers, that relate directly to the operations and financial
reporting of each Fund.
Tax Fees. In each of the fiscal years ended October 31, 2009 and October
31, 2008, the aggregate Tax Fees billed by PWC for professional services
rendered for tax compliance, tax advice, corporate actions review, and tax
planning for the Funds are shown in the table below.
<Table>
<Caption>
2009(A) 2008(A)
-------- --------
$130,240 $275,440
</Table>
--------
(A) Aggregate amounts may reflect rounding.
In each of the fiscal years ended October 31, 2009 and October 31, 2008,
the aggregate Tax Fees billed by PWC that were required to be approved by the
Audit Committee for professional services rendered on behalf of the Fund Service
Providers for tax compliance, tax advice, and tax planning that relate directly
to the operations and financial reporting of the Funds are shown in the table
below.
<Table>
<Caption>
2009 2008
---- ----
$0 $0
</Table>
Fees included in the Tax Fees category consist of all services performed by
professional staff of PWC's tax division, except those services related to the
audit. Typically, this category includes fees for tax compliance, tax planning,
and tax advice. Tax fees include amounts for tax advice related to mergers and
acquisitions and requests for ruling or technical advice from taxing
authorities.
No amounts were approved by the Audit Committee pursuant to the de minimis
exception for the fiscal years ended October 31, 2009 and October 31, 2008 for
the Trust. There were no amounts that were required to be approved by the Audit
Committee pursuant to the de minimis exception for the fiscal years ended
October 31, 2009 and
98
October 31, 2008 for the Trust, on behalf of the Fund Service Providers, that
relate directly to the operations and financial reporting of each Fund.
All Other Fees. In each of the fiscal years ended October 31, 2009 and
October 31, 2008, there were no Other Fees billed by PWC for other non-audit
services rendered to the Funds.
In each of the fiscal years ended October 31, 2009 and October 31, 2008,
there were no Other Fees billed by PWC that were required to be approved by the
Audit Committee for other non-audit services rendered on behalf of the Fund
Service Providers that relate directly to the operations and financial reporting
of the Funds.
No amounts were approved by the Audit Committee pursuant to the de minimis
exceptions for the fiscal years ended October 31, 2009 and October 31, 2008 for
the Trust. There were no amounts that were required to be approved by the Audit
Committee pursuant to the de minimis exception for the fiscal years ended
October 31, 2009 and October 31, 2008 for the Trust, on behalf of the Fund
Service Providers that relate directly to the operations and financial reporting
of each Fund.
For the fiscal years ended October 31, 2009 and October 31, 2008 for the
Trust, the aggregate fees billed by PWC of $0 and $0, respectively, for non-
audit services rendered on behalf of the Funds, Janus Capital and Fund Service
Providers relating to Covered and Non-Covered Services are shown in the table
below.
<Table>
<Caption>
2009(A) 2008(A)
--------------------- ----------------------
COVERED NON-COVERED COVERED NON-COVERED
SERVICES SERVICES SERVICES SERVICES
-------- ----------- -------- -----------
$0 $0 $0 $0
</Table>
--------
(A) Aggregate amounts may reflect rounding.
ADDITIONAL INFORMATION ABOUT THE MEETINGS
QUORUM AND VOTING
Each holder of a whole or fractional share shall be entitled to one vote
for each whole dollar and a proportionate fractional vote for each fractional
dollar of net asset value of shares held in such shareholder's name as of the
Record Date. If you are not the owner of record, but your shares are instead
held for your benefit by a financial intermediary such as a retirement plan
service provider, broker-dealer, bank trust department, insurance company, or
other financial intermediary, that financial intermediary may request that you
provide instruction on how to vote the shares you beneficially own. Your
financial intermediary will provide you with additional information.
Thirty percent of the shares entitled to vote of (i) all Funds (Proposal
1), and (ii) the applicable Fund (all classes of a Fund voting together)
(Proposals 2, 3, 4 and 5) shall be a quorum for the transaction of business by
that Fund at the Meeting. Any lesser number is sufficient for adjournments.
Quorum with respect to each proposal is described in
99
greater detail below. In the event that the necessary quorum to transact
business or the vote required to approve a proposal is not obtained at a
Meeting, with respect to one or more Funds, the persons named as proxies may
propose one or more adjournments of the Meeting, in accordance with applicable
law, to permit further solicitation of proxies with respect to that proposal.
Any such adjournment as to a proposal will require the affirmative vote of the
holders of a majority of the shares of the applicable Fund or Funds, present in
person or by proxy at the Meeting. If quorum is not present, the persons named
as proxies will vote the proxies for a Fund (excluding broker non-votes and
abstentions) in favor of adjournment if they determine additional solicitation
is warranted and in the interest of shareholders of the Fund.
"Broker non-votes" are shares held by a broker or nominee for which an
executed proxy is received by a Fund, but are not voted because instructions
have not been received from beneficial owners or persons entitled to vote, and
the broker or nominee does not have discretionary voting power. Abstentions and
"broker non-votes" are counted as shares eligible to vote at each Meeting in
determining whether a quorum is present, but do not represent votes cast with
respect to adjournment or a proposal. For purposes of voting on a proposal,
abstentions and "broker non-votes" will not be counted in favor of, but will
have no other effect on Proposal 1, for which the required vote is a plurality
(the greatest number) of votes cast. For all other Proposals, and assuming the
presence of a quorum, abstentions and "broker non-votes" will have the effect of
a vote against the Proposal. Therefore, if your shares are held through a broker
or other nominee, it is important for you to instruct the broker or nominee how
to vote your shares.
PROPOSAL 1: ELECTION OF TRUSTEES
Shareholders of each Fund will vote together. The presence in person or by
proxy of the holders of record of 30% of the Funds' aggregate total shares
outstanding and entitled to vote constitutes a quorum at the Meeting with
respect to this Proposal.
PROPOSAL 2: APPROVE AN AMENDED AND RESTATED INVESTMENT ADVISORY
AGREEMENT - PERFORMANCE FEE
Shareholders of Janus Forty Fund, Janus Fund, Janus Global Opportunities
Fund, Janus Overseas Fund and Janus Twenty Fund will vote separately on Proposal
2 (all classes of a Fund voting together). The presence in person or by proxy of
the holders of record of 30% of each applicable Fund's shares outstanding and
entitled to vote at the Meeting constitutes a quorum with respect to this
Proposal. Approval of the Proposal will require the affirmative vote of a 1940
Act Majority of a Fund's shareholders eligible to vote at the Meeting.
PROPOSAL 3: APPROVE AN AMENDED AND RESTATED INVESTMENT ADVISORY
AGREEMENT - BENCHMARK CHANGE
Shareholders of Janus Global Real Estate Fund (all classes of the Fund
voting together) will vote on Proposal 3. The presence in person or by proxy of
the holders of
100
record of 30% of the Fund's shares outstanding and entitled to vote at the
Meeting constitutes a quorum with respect to this Proposal. Approval of the
Proposal will require the affirmative vote of a 1940 Act Majority of the Fund's
shareholders eligible to vote at the Meeting.
PROPOSAL 4: APPROVE AN AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Shareholders of Janus Global Opportunities Fund will vote on Proposal 4
(all classes of the Fund voting together). The presence in person or by proxy of
the holders of record of 30% of the Fund's shares outstanding and entitled to
vote at the Meeting constitutes a quorum with respect to this Proposal. Approval
of the Proposal will require the affirmative vote of a 1940 Act Majority of the
Fund's shareholders eligible to vote at the Meeting.
PROPOSAL 5: APPROVE A SUBADVISORY AGREEMENT
Shareholders of Janus Global Opportunities Fund will vote on Proposal 5
(all classes of the Fund voting together). The presence in person or by proxy of
the holders of record of 30% of the Fund's shares outstanding and entitled to
vote at the Meeting constitutes a quorum with respect to this Proposal. Approval
of the Proposal will require the affirmative vote of a 1940 Act Majority of the
Fund's shareholders eligible to vote at the Meeting.
SHARE OWNERSHIP
The number of outstanding shares and net assets of each class of each Fund,
as applicable, as of the close of business on the Record Date, is included in
Appendix K to this Proxy Statement.
Beneficial owners of 5% or more of the outstanding shares of each class of
each Fund are provided in Appendix L to this Proxy Statement. To the best
knowledge of the Trust, no person beneficially owned more than 5% of the
outstanding shares of any class of a Fund except as stated in Appendix L. To the
best knowledge of the Trust, entities shown as owning 25% or more of a Fund,
unless otherwise indicated, are not the beneficial owners of such shares.
As of the Record Date, the officers and Trustees as a group owned less than
1% of the outstanding shares of each Fund.
SOLICITATION OF PROXIES
The cost of preparing, printing, and mailing the proxy card(s) and this
Proxy Statement, and all other costs incurred with the solicitation of proxies,
including any additional solicitation made by letter, telephone, or otherwise,
will be allocated between Janus Capital and the Funds. Janus Capital will pay
the costs associated with engagement of the solicitor and solicitation of
proxies for Proposals 1, 3, 4 and 5. Solicitation of proxies related to Proposal
2 will be borne by those Funds voting on that Proposal, pursuant to a
methodology agreed upon by the Trustees and Janus Capital. In addition to
101
solicitation by mail, officers and representatives of the Trust, officers and
employees of Janus Capital or its affiliates, and certain financial services
firms and their representatives, without extra compensation, or a solicitor, may
conduct additional solicitations personally, by telephone, or by any other means
available.
Janus Capital has engaged D.F. King & Co., Inc. ("D.F. King"), a
professional proxy solicitation firm, to assist in the solicitation of proxies
for the Janus funds, at an estimated cost of $4.7 million, plus expenses. Among
other things, D.F. King will be: (i) required to maintain the confidentiality of
all shareholder information; (ii) prohibited from selling or otherwise
disclosing shareholder information to any third party; and (iii) required to
comply with applicable telemarketing laws.
Brokers, banks, and other fiduciaries may be required to forward soliciting
material to their principals on behalf of a Fund and to obtain authorization for
the execution of proxies. For those services, they will be reimbursed by Janus
Capital or the Funds voting on Proposal 2 for their expenses, to the extent that
Janus Capital or those Funds would have directly borne those expenses.
As the date of the Meetings approaches, certain shareholders whose votes
have not been received may receive telephone calls from a representative of D.F.
King. Authorization to permit D.F. King to execute proxies may be obtained by
telephonic or electronically transmitted instructions from shareholders of each
Fund. Proxies that are obtained telephonically will be recorded in accordance
with the procedures described below. The Funds believe that these procedures are
reasonably designed to ensure that both the identity of the shareholder casting
the vote and the voting instructions of the shareholder are accurately
determined.
In all cases where a telephonic proxy is solicited, the D.F. King
representative is required to ask for certain identifying information from each
shareholder. Then the representative will ask the shareholder to vote their
shares by telephone, and ask for the shareholder's instructions on the
proposal(s). Although the representative is permitted to answer questions about
the process, he or she is not permitted to recommend to the shareholder how to
vote. The representative may read any recommendation set forth in this Proxy
Statement. The representative will record the shareholder's instructions. Within
72 hours, the shareholder will be sent a confirmation of his or her vote asking
the shareholder to call 1-800-825-0898 immediately if his or her instructions
are not accurately reflected in the confirmation.
Telephone Touch-Tone Voting. Shareholders may provide their voting
instructions through telephone touch-tone voting by following the instructions
on the proxy card(s). Shareholders will have an opportunity to review their
voting instructions and make any necessary changes before submitting their
voting instructions and terminating their telephone call.
Internet Voting. Shareholders may provide their voting instructions
through Internet voting by following the instructions on the proxy card(s).
Shareholders who vote via the Internet, in addition to confirming their voting
instructions prior to
102
submission and terminating their Internet session, will, upon request, receive
an e-mail confirming their voting instructions.
If a shareholder wishes to participate in the Meeting but does not wish to
give a proxy by telephone or via the Internet, the shareholder may still submit
the proxy card(s) originally sent with the Proxy Statement in the postage-paid
envelope provided or otherwise mailed or provided to the shareholder, or attend
the Meeting in person. Shareholders requiring additional information regarding
the proxy or replacement proxy card(s) may contact D.F. King at 1-800-825-0898.
Any proxy given by a shareholder is revocable until voted at the Meeting.
Revoking a Proxy. Any shareholder submitting a proxy has the power to
revoke it at any time before it is exercised at the Meeting by submitting to the
Secretary of the Trust at 151 Detroit Street, Denver, Colorado 80206, a written
notice of revocation or a subsequently executed proxy, or by attending the
Meeting and voting in person. All properly executed and unrevoked proxies
received in time for the Meeting will be voted as specified in the proxy or, if
no specification is made, will be voted "FOR" the proposal(s), as described in
this Proxy Statement.
Shares Held by Accounts of Insurance Companies. Shares of the Funds may be
held by certain separate accounts of insurance companies to fund benefits
payable under certain variable annuity contracts and variable life insurance
policies. Your insurance company may request that you provide it with voting
instructions for your beneficially held shares of any such separate account. If
you do not provide voting instructions to your insurance company, it may vote
all of the shares held in that separate account in the same proportions as the
voting actually received from its other variable contract holders for that
separate account.
FUND TRANSACTIONS
All orders for the purchase or sale of a Fund's portfolio securities are
placed on behalf of the Fund by Janus Capital or its agent. INTECH Investment
Management LLC, subadviser to INTECH Risk-Managed Core Fund, INTECH Risk-Managed
Growth Fund, INTECH Risk-Managed International Fund and INTECH Risk-Managed
Value Fund, has authority to place trades on behalf of those Funds. With respect
to Perkins Large Cap Value Fund, Perkins Mid Cap Value Fund, and Perkins Small
Cap Value Fund, Janus Capital places portfolio transactions solely upon the
direction of those Funds' subadviser, Perkins Investment Management LLC. The
Funds do not allocate portfolio transactions to broker-dealers on the basis of
the sale of Fund shares, although brokerage firms whose customers purchase
shares of a Fund may execute transactions for the Fund and receive brokerage
commissions.
During the most recent fiscal year, no Fund paid any commissions to a
broker-dealer affiliated with Janus Capital.
103
LEGAL MATTERS
Information regarding material pending legal proceedings involving Janus
Capital or the Trust is attached as Appendix M to this Proxy Statement.
SHAREHOLDER PROPOSALS FOR SUBSEQUENT MEETINGS
The Funds are not required, and do not intend, to hold annual shareholder
meetings. Under the terms of a settlement reached between Janus Capital and the
SEC in August 2004, commencing in 2005 and not less than every fifth calendar
year thereafter, the Trust is obligated to hold a meeting of shareholders to
elect Trustees. Shareholder meetings may be called from time to time as
described in the Amended and Restated Agreement and Declaration of Trust and the
Amended and Restated Bylaws of the Trust.
Under the proxy rules of the SEC, shareholder proposals that meet certain
conditions may be included in a Fund's proxy statement for a particular meeting.
Those rules currently require that for future meetings, the shareholder must be
a record or beneficial owner of Fund shares either (i) with a value of at least
$2,000 or (ii) in an amount representing at least 1% of the Fund's securities to
be voted at the time the proposal is submitted and for one year prior thereto,
and must continue to own such shares through the date on which the meeting is
held. Another requirement relates to the timely receipt by a Fund of any such
proposal. Under those rules, a proposal must have been submitted within a
reasonable time before the Fund began to print and mail this Proxy Statement in
order to be included in this Proxy Statement. A proposal submitted for inclusion
in a Fund's proxy material for the next special meeting after the meeting to
which this Proxy Statement relates must be received by the Fund within a
reasonable time before the Fund begins to print and mail the proxy materials for
that meeting.
A shareholder wishing to submit a proposal for inclusion in a proxy
statement subsequent to the Meetings, if any, should send the written proposal
to the Secretary of the Trust at 151 Detroit Street, Denver, Colorado 80206,
within a reasonable time before a Fund begins to print and mail the proxy
materials for that meeting. Notice of shareholder proposals to be presented at
the Meetings must have been received within a reasonable time before the Funds
began to mail this Proxy Statement. The timely submission of a proposal does not
guarantee its inclusion in the proxy materials.
SHAREHOLDER COMMUNICATIONS
The Trustees provide for shareholders to send written communications to the
Trustees via regular mail. Written communications to the Trustees, or to an
individual Trustee, should be sent to the attention of the Trust's Secretary at
the address of the Trust's principal executive office. All such communications
received by the Trust's Secretary shall be promptly forwarded to the individual
Trustee to whom they are addressed or to the full Board of Trustees, as
applicable. If a communication does not indicate a specific Trustee, it will be
sent to the Chairperson of the Nominating and Governance Committee and the
independent counsel to the Trustees for further
104
distribution, as deemed appropriate by such persons. The Trustees may further
develop and refine this process as deemed necessary or desirable.
REPORTS TO SHAREHOLDERS AND FINANCIAL STATEMENTS
The annual report to shareholders of the Funds, including financial
statements of each Fund, has previously been sent to shareholders. THE FUNDS
PROVIDE ANNUAL AND SEMIANNUAL REPORTS TO THEIR SHAREHOLDERS THAT HIGHLIGHT
RELEVANT INFORMATION, INCLUDING INVESTMENT RESULTS AND A REVIEW OF PORTFOLIO
CHANGES. ADDITIONAL COPIES OF THE FUNDS' MOST RECENT ANNUAL REPORT AND ANY MORE
RECENT SEMIANNUAL REPORT ARE AVAILABLE, WITHOUT CHARGE, BY CALLING A JANUS
REPRESENTATIVE AT 1-877-335-2687 (OR 1-800-525-3713 IF YOU HOLD SHARES DIRECTLY
WITH JANUS CAPITAL), VIA THE INTERNET AT JANUS.COM/INFO (OR JANUS.COM/REPORTS IF
YOU HOLD SHARES DIRECTLY WITH JANUS CAPITAL), OR BY SENDING A WRITTEN REQUEST TO
THE SECRETARY OF THE TRUST AT 151 DETROIT STREET, DENVER, COLORADO 80206.
To avoid sending duplicate copies of materials to households, the Funds may
mail only one copy of each report or this Proxy Statement to shareholders having
the same last name and address on the Funds' records. The consolidation of these
mailings benefits the Funds through reduced mailing expenses. If a shareholder
wants to receive multiple copies of these materials or to receive only one copy
in the future, the shareholder should contact the Funds' transfer agent, Janus
Services, at 1-800-525-3713 or notify the Funds' transfer agent in writing at
P.O. Box 173375, Denver, Colorado 80207-3375.
OTHER MATTERS TO COME BEFORE THE MEETINGS
The Board of Trustees is not aware of any matters that will be presented
for action at the Meetings other than the matters described in this Proxy
Statement. Should any other matters requiring a vote of shareholders arise, the
proxy in the accompanying form will confer upon the person or persons entitled
to vote the shares represented by such proxy the discretionary authority to vote
the shares as to any other matters, in accordance with their best judgment in
the interest of the Trust and/or Funds.
PLEASE COMPLETE, SIGN, AND RETURN THE ENCLOSED PROXY CARD(S) OR VOTE BY
INTERNET OR TELEPHONE PROMPTLY. NO POSTAGE IS REQUIRED IF YOU MAIL YOUR PROXY
CARD(S) IN THE UNITED STATES.
By order of the Board of Trustees,
/s/ Robin C. Beery
Robin C. Beery
President and Chief Executive Officer of
Janus Investment Fund
105
LIST OF APPENDICES
<Table>
APPENDIX A: NOMINATING AND GOVERNANCE COMMITTEE CHARTER
APPENDIX B: NOMINEE OWNERSHIP
APPENDIX C: PRINCIPAL OFFICERS OF THE TRUST AND THEIR
PRINCIPAL OCCUPATIONS
APPENDIX D: FORM OF AMENDED AND RESTATED INVESTMENT ADVISORY
AGREEMENT (PERFORMANCE-BASED FEES)
APPENDIX E: OTHER FUNDS MANAGED BY JANUS CAPITAL WITH
SIMILAR INVESTMENT OBJECTIVES
APPENDIX F: PRINCIPAL EXECUTIVE OFFICERS AND DIRECTORS OF
JANUS CAPITAL AND PERKINS AND THEIR PRINCIPAL
OCCUPATIONS
APPENDIX G: FORM OF AMENDED AND RESTATED INVESTMENT ADVISORY
AGREEMENT (BENCHMARK CHANGE)
APPENDIX H: FORM OF SUB-ADVISORY AGREEMENT
APPENDIX I: FORM OF AMENDED AND RESTATED INVESTMENT ADVISORY
AGREEMENT (ENGAGING A SUBADVISER)
APPENDIX J: OTHER FUNDS MANAGED BY PERKINS WITH SIMILAR
INVESTMENT OBJECTIVES
APPENDIX K: NUMBER OF OUTSTANDING SHARES AND NET ASSETS
APPENDIX L: 5% BENEFICIAL OWNERS OF OUTSTANDING SHARES
APPENDIX M: LEGAL MATTERS
106
APPENDIX A
NOMINATING AND GOVERNANCE COMMITTEE CHARTER
JANUS ASPEN SERIES
JANUS INVESTMENT FUND
(Adopted December 5, 2000; Revised December 10, 2001; December 10, 2002;
September 16, 2003; March 16, 2004; June 15, 2004; June 14, 2005;
June 14, 2006; June 20, 2008; July 6, 2009)
I. PURPOSE
The Nominating and Governance Committee (the "Committee") is a committee of
the Board of Trustees ("Trustees") of each of Janus Aspen Series and Janus
Investment Fund (each a "Trust" and, together, the "Trusts"). Its primary
functions are to:
- identify and recommend individuals for Trustee membership,
- consult with management and the Chairman of the Trustees in planning
Trustee meetings, and
- oversee the administration of, and ensure compliance with, the Governance
Procedures and Guidelines (the "Procedures and Guidelines") adopted by
the Trusts as in effect from time to time.
II. COMPOSITION
The Committee shall be comprised of three or more Independent Trustees, who
shall be designated by a majority vote of the Trustees. Independent Trustees are
those Trustees of the Trusts who are not "interested persons" of the Trusts, as
defined by the Investment Company Act of 1940, as amended (the "1940 Act") and
who meet the standards for independence set forth in the Procedures and
Guidelines.
The members and Chair of the Committee shall be elected by the Trustees
annually and serve until their respective successors shall be duly elected and
qualified.
III. MEETINGS
The Committee shall meet four times annually, or more frequently as
circumstances dictate. Special meetings (including telephone meetings) may be
called by the Chair or a majority of the members of the Committee upon
reasonable notice to the other members of the Committee. The presence in person
or by telephone of a majority of the number of Committee members shall
constitute a quorum at any meeting. If a quorum is not present, the member(s) of
the Committee who is/are present may select any other Independent Trustee(s) to
serve on the Committee for such meeting to constitute a quorum. The Committee
may ask management and representatives of the servicing agents to attend
meetings and provide pertinent information as appropriate.
A-1
IV. RESPONSIBILITIES AND DUTIES
In performing its duties, the Committee will maintain effective working
relationships with the Trustees and management. To effectively perform his or
her role, each Committee member will obtain an understanding of the detailed
responsibilities of Committee membership. Each Committee member will also
achieve an understanding of the Trusts' separation of duties and
responsibilities among the investment adviser, custodian, transfer agent, fund
accounting function and principal accounting officer, and the risks associated
with such responsibilities. The duties and responsibilities of a Committee
member shall be in addition to his or her duties as a Trustee and include
responsibility to prepare for, attend, and actively participate in Committee
meetings. Members may pursue training related to their responsibilities.
A. Trustee Nominations, Elections, and Training
The Committee shall:
1. Identify and nominate candidates for appointment as Trustees of the
Trusts. The principal criterion for selection of candidates is their
ability to contribute to the overall functioning of the Boards and to carry
out the responsibilities of the Trustees. The Trustees, collectively,
should represent a broad cross section of backgrounds, functional
disciplines, and experience. In addition, in considering a potential
candidate's qualifications to serve as a Trustee of a Trust, the Committee
may take into account a wide variety of criteria, including, but not
limited to:
(a) The candidate's knowledge in matters related to the
investment company industry;
(b) The candidate's relevant experience, including as a director
or senior officer of public or private companies, or service as a
director/trustee of a registered investment company;
(c) The candidate's educational background;
(d) The candidate's reputation for high ethical standards and
personal and professional integrity;
(e) Any specific financial, technical or other expertise
possessed by the candidate, and the extent to which such expertise
would complement the Trustees' existing mix of skills and
qualifications;
(f) The candidate's willingness to serve, and willingness and
ability to commit the time necessary for the performance of the duties
of a Trustee, including high attendance at regular and special
meetings and participation in committee activities as needed;
(g) The candidate must exhibit stature commensurate with the
responsibility of representing Fund shareholders;
A-2
(h) If the nomination is for an "independent" trustee, the
candidate must not be considered an "interested" person of the Fund,
Janus Capital Management LLC ("Janus Capital") or any sub-adviser to a
Fund, as defined under the 1940 Act;
(i) The candidate must otherwise be qualified under applicable
laws and regulations to serve as a trustee of the applicable Trust;
and
(j) Such other criteria as the Committee determines to be
relevant in light of the existing composition of the Board, number of
Board members and any anticipated vacancies or other factors.
Although Janus Capital, current Trustees, current shareholders of a
Fund and any other person or entity that may be deemed necessary or
desirable by the Committee, may submit to the Committee suggested
candidates for Trustees, neither the Committee nor the Independent Trustees
as a group shall consider those candidates on a preferential basis as
opposed to other possible candidates. Shareholders may submit the name of a
candidate for consideration by the Committee by submitting their
recommendations to the Trusts' Secretary in accordance with the Procedures
for Consideration of Trustee Candidates Submitted by Shareholders
("Shareholder Nomination Procedures") attached as Appendix 1. The Trusts'
Secretary will forward all such recommendations to the Chairman of the
Committee (or his designee) promptly upon receipt, and, for shareholder
recommendations, in accordance with the Shareholder Nomination Procedures.
The Committee may use any process it deems appropriate for the purpose
of evaluating candidates, which process may include, without limitation,
personal interviews, background checks, written submissions by the
candidates and third party references. The Committee shall be empowered to
use Trust assets to retain consultants and other professionals to assist in
the process of evaluating candidates. There is no difference in the manner
by which the Committee will evaluate nominees when the nominee is submitted
by a shareholder.
The Committee reserves the right to make the final selection regarding
the nomination of any Trustee of a Trust and to recommend such nomination
to the Independent Trustees of the applicable Trust.
2. Review periodically the composition and size of the Board of
Trustees to determine whether it may be appropriate to add individuals with
backgrounds or skill sets different from those of the current Trustees.
3. Oversee arrangements for orientation of new Independent Trustees,
continuing education for the Independent Trustees, and an annual evaluation
of the performance of the Independent Trustees in accordance with the
Procedures and Guidelines.
A-3
B. Committee Nominations and Functions
The Committee shall:
1. Identify and recommend individuals for membership on all
committees, recommend individuals to chair committees, and review committee
assignments at least annually.
2. Review as necessary the responsibilities of each committee, whether
there is a continuing need for each committee, whether there is a need for
additional committees, and whether committees should be combined or
reorganized.
C. Governance Oversight
The Committee shall:
1. Oversee the governance processes and activities of the Trustees to
assure conformity to the Procedures and Guidelines.
2. Recommend an Independent Trustee of the Trust for appointment by
the Trustees as Chairman of the Trustees, as described in each Trust's
Declaration of Trust or Trust Instrument, or by-laws. The Chairman of the
Trustees may perform the following functions:
(a) Act as the primary contact between Janus Capital and the
Trustees, undertaking to meet or confer periodically with members of
the Janus Capital executive team regarding matters related to the
operations and performance of the Trusts;
(b) Coordinate the Trustees' use of outside resources, including
consultants or other professionals;
(c) Coordinate an annual schedule of portfolio reports to the
Trustees;
(d) Conduct the Trustee meetings;
(e) Confer with Janus Capital personnel and counsel for the
Independent Trustees in planning agendas for regular board and
committee meetings; and
(f) Perform such other duties as the Independent Trustees may
determine from time to time.
3. Review annually the Procedures and Guidelines, and recommend
changes, if any, to the Trustees.
D. Trustee Meeting Planning
The Committee shall consult with management in planning Trustee meetings
and may from time to time recommend agenda items, or request presentations from
particular service providers, consultants, or portfolio managers, either to the
Committee or the Trustees.
A-4
E. Other Responsibilities and Duties
The Committee shall:
1. Review annually the compensation of the Independent Trustees and
determine whether to recommend to the Trustees any change in the schedule
of compensation. The Committee may also recommend that the Trustees
authorize the payment of supplemental compensation to any one or more
Independent Trustees in view of special responsibilities assumed, services
rendered or any other appropriate factors.
2. Authorize and oversee investigations into any matters within the
Committee's scope of responsibilities. The Committee shall be empowered to
use Trust assets to retain independent counsel, consultants, and other
professionals to assist in the conduct of any investigation. Janus Capital
will report the use of Trust assets for such purpose quarterly to the
Trustees.
3. Review this Charter at least annually and recommend changes, if
any, to the Trustees.
4. Perform any other activities consistent with this Charter, each
Trust's Declaration of Trust or Trust Instrument, by-laws, and governing
law as the Committee or the Trustees deem necessary or appropriate.
5. Maintain minutes of its meetings and report to the Trustees.
A-5
APPENDIX 1
JANUS INVESTMENT FUND
JANUS ASPEN SERIES
(EACH A "TRUST," AND TOGETHER, THE "TRUSTS," AND EACH
SERIES OF A TRUST, A "FUND")
PROCEDURES FOR CONSIDERATION OF TRUSTEE CANDIDATES
SUBMITTED BY SHAREHOLDERS
(ADOPTED MARCH 16, 2004; REVISED JULY 6, 2009)
The Trusts' Nominating and Governance Committee ("Committee") is
responsible for identifying and nominating candidates for appointment as
Trustees of the Trusts. Shareholders of a Fund may submit names of potential
candidates for nomination as Trustee of a Trust in accordance with these
Procedures.
A candidate for nomination as Trustee of a Trust submitted by a shareholder
will not be deemed to be properly submitted to the Committee for the Committee's
consideration unless the following qualifications have been met and procedures
followed:
1. A shareholder of a Fund who wishes to nominate a candidate for
election to a Trust's Board of Trustees ("Nominating Shareholder") must
submit any such recommendation in writing via regular mail to the attention
of the Secretary of the Trust, at the address of the principal executive
offices of the Trust ("Shareholder Recommendation").
2. The Shareholder Recommendation must include: (i) the class or
series and number of all shares of the Fund owned beneficially or of record
by the Nominating Shareholder at the time the recommendation is submitted
and the dates on which such shares were acquired, specifying the number of
shares owned beneficially; (ii) a full listing of the proposed candidate's
education, experience (including knowledge of the investment company
industry, experience as a director or senior officer of public or private
companies, and directorships on other boards of other registered investment
companies), current employment, date of birth, business and residence
address, and the names and addresses of at least three professional
references; (iii) information as to whether the candidate is or may be an
"interested person" (as such term is defined in the Investment Company Act
of 1940, as amended) of the Fund, Janus Capital Management LLC, or any sub-
adviser to a Fund, and, if believed not to be an "interested person,"
information regarding the candidate that will be sufficient for the Fund to
make such determination; (iv) the written and signed consent of the
candidate to be named as a nominee and to serve as a Trustee of the Trust,
if elected; (v) a description of all arrangements or understandings between
the Nominating Shareholder, the candidate and/or any other person or
persons (including their names) pursuant to which the Shareholder
Recommendation is being made, and if none, so specify; (vi) the class or
series and number of all shares of the Fund owned of record or beneficially
by the candidate,
A-6
as reported by the candidate; and (vii) such other information that would
be helpful to the Committee in evaluating the candidate.
3. The Committee may require the Nominating Shareholder to furnish
such other information as it may reasonably require or deem necessary to
verify any information furnished pursuant to paragraph 2 above or to
determine the qualifications and eligibility of the candidate proposed by
the Nominating Shareholder to serve as a Trustee of a Trust. If the
Nominating Shareholder fails to provide such other information in writing
within seven days of receipt of written request from the Committee, the
recommendation of such candidate as a nominee will be deemed not properly
submitted for consideration, and the Committee is not required to consider
such candidate.
Unless otherwise specified by the Committee chairman (or his designee) or
by outside counsel to the independent Trustees, the Secretary of the Trust (or
her designee) will promptly forward all Shareholder Recommendations to the
Committee chairman (or his designee) and the outside counsel to the independent
Trustees of the Trust, indicating whether the Shareholder Recommendation has
been properly submitted pursuant to these Procedures.
Recommendations for candidates as Trustees of a Trust will be evaluated,
among other things, in light of whether the number of Trustees is expected to
change and whether the Trustees expect any vacancies. When the Committee is not
actively recruiting new Trustees, Shareholder Recommendations will be kept on
file until active recruitment is under way.
A-7
APPENDIX B
NOMINEE OWNERSHIP
The following table sets forth, as of December 31, 2009, the dollar range
of equity securities beneficially owned by each Trustee and nominee in the
Funds, as well as the aggregate dollar range of equity securities beneficially
owned by the Trustees and nominees in all mutual funds advised by Janus Capital
and overseen or to be overseen by the Trustees and nominees (52 funds as of
December 31, 2009).
<Table>
<Caption>
AGGREGATE DOLLAR
RANGE OF EQUITY
SECURITIES IN ALL
REGISTERED INVESTMENT
COMPANIES OVERSEEN BY
TRUSTEE IN JANUS
NAME OF TRUSTEE DOLLAR RANGE OF EQUITY SECURITIES IN THE FUNDS FUNDS
--------------- --------------------------------------------------------- ---------------------
INDEPENDENT TRUSTEES
William F. McCalpin...... INTECH Risk-Managed Core Fund $10,001-$50,000 Over $100,000
Janus Balanced Fund $10,001-$50,000
Janus Contrarian Fund $10,001-$50,000
Janus Enterprise Fund $10,001-$50,000
Janus Global Life Sciences Fund $1-$10,000
Janus Global Research Fund $10,001-$50,000
Janus Global Technology Fund $1-$10,000
Janus Money Market Fund $50,001-$100,000
Janus Overseas Fund $10,001-$50,000
Janus Smart Portfolio - Growth $10,001-$50,000
Janus Worldwide Fund $1-$10,000
Perkins Mid Cap Value Fund $10,001-$50,000
Jerome S. Contro......... Janus Flexible Bond Fund Over $100,000 Over $100,000(1)
Janus Government Money Market Fund Over $100,000
Janus High-Yield Fund Over $100,000
Janus Long/Short Fund Over $100,000
Janus Overseas Fund $50,001-$100,000
Janus Research Core Fund $50,001-$100,000
Janus Smart Over $100,000
Portfolio - Conservative
Perkins Mid Cap Value Fund $50,001-$100,000
John W. McCarter, Jr..... INTECH Risk-Managed Core Fund $10,001-$50,000 Over $100,000
Janus Contrarian Fund $10,001-$50,000
Janus Enterprise Fund $10,001-$50,000
Janus Fund $10,001-$50,000
Janus Growth and Income Fund $50,001-$100,000
Janus High-Yield Fund $50,001-$100,000
Janus Orion Fund $50,001-$100,000
Janus Overseas Fund $10,001-$50,000
Janus Research Core Fund $50,001-$100,000
Janus Research Fund $10,001-$50,000
Dennis B. Mullen......... Janus Contrarian Fund Over $100,000 Over $100,000(1)
Janus Enterprise Fund Over $100,000
Janus Forty Fund $50,001-$100,000
Janus Fund $50,001-$100,000
Janus Global Life Sciences Fund Over $100,000
Janus Global Research Fund Over $100,000
Janus Global Technology Fund Over $100,000
</Table>
B-1
<Table>
<Caption>
AGGREGATE DOLLAR
RANGE OF EQUITY
SECURITIES IN ALL
REGISTERED INVESTMENT
COMPANIES OVERSEEN BY
TRUSTEE IN JANUS
NAME OF TRUSTEE DOLLAR RANGE OF EQUITY SECURITIES IN THE FUNDS FUNDS
--------------- --------------------------------------------------------- ---------------------
Janus Orion Fund Over $100,000
Janus Overseas Fund Over $100,000
Janus Research Fund Over $100,000
Janus Triton Fund Over $100,000
Janus Twenty Fund $50,001-$100,000
Janus Worldwide Fund $50,001-$100,000
James T. Rothe........... INTECH Risk-Managed Core Fund $10,001-$50,000 Over $100,000
Janus Contrarian Fund Over $100,000
Janus Enterprise Fund $50,001-$100,000
Janus Flexible Bond Fund $10,001-$50,000
Janus Global Research Fund $50,001-$100,000
Janus Money Market Fund $50,001-$100,000
Janus Orion Fund $50,001-$100,000
Janus Smart $50,001-$100,000
Portfolio - Conservative
William D. Stewart....... INTECH Risk-Managed Core Fund $50,001-$100,000 Over $100,000
Janus Flexible Bond Fund $1-$10,000
Janus Global Research Fund $10,001-$50,000
Janus Money Market Fund Over $100,000
Janus Overseas Fund Over $100,000
Janus Smart Portfolio - Growth $1-$10,000
Janus Smart Portfolio - Moderate $10,001-$50,000
Martin H. Waldinger...... Janus Contrarian Fund Over $100,000 Over $100,000(1)
Janus Global Research Fund Over $100,000
Janus Overseas Fund Over $100,000
Janus Research Core Fund Over $100,000
Linda S. Wolf............ Janus Fund Over $100,000 Over $100,000(1)
Janus Global Research Fund Over $100,000
Janus Growth and Income Fund Over $100,000
Janus Overseas Fund Over $100,000
Janus Twenty Fund Over $100,000
TRUSTEE NOMINEES
John H. Cammack(2)....... Janus Global Life Sciences Fund $1-$10,000 Over $100,000
Janus Global Research Fund $1-$10,000
Janus Global Technology Fund $1-$10,000
Janus Short-Term Bond Fund $50,001-$100,000
Janus Triton Fund $1-$10,000
John P. McGonigle........ Janus Overseas Fund Over $100,000 Over $100,000
</Table>
--------
(1) Ownership shown includes amounts held under a deferred compensation plan
that are valued based on "shadow investments" in one or more funds.
(2) Ownership is as of February 8, 2010.
B-2
APPENDIX C
PRINCIPAL OFFICERS OF THE TRUST AND
THEIR PRINCIPAL OCCUPATIONS
<Table>
<Caption>
TERM OF OFFICE*
NAME, ADDRESS, POSITIONS HELD AND LENGTH OF PRINCIPAL OCCUPATIONS
AND AGE WITH THE TRUST TIME SERVED DURING THE PAST FIVE YEARS
-------------- ------------------- --------------- -----------------------------
Andrew Acker............. Executive Vice 5/07-Present Vice President and Research
151 Detroit Street President and Analyst of Janus Capital, and
Denver, CO 80206 Portfolio Manager Portfolio Manager for other
DOB: 1972 Janus Global Life Janus accounts.
Sciences Fund
William Bales............ Executive Vice 2/97-Present Vice President of Janus
151 Detroit Street President and Capital and Portfolio Manager
Denver, CO 80206 Portfolio Manager for other Janus accounts.
DOB: 1968 Janus Venture Fund
Patrick Brophy........... Executive Vice 11/07-Present Portfolio Manager for other
151 Detroit Street President and Janus accounts. Formerly,
Denver, CO 80206 Portfolio Manager Principal at THK Associates,
DOB: 1965 Janus Global Real Inc. (market economics and
Estate Fund land planning firm) (1990-
2005).
Jonathan D. Coleman...... Executive Vice 11/07-Present Co-Chief Investment Officer
151 Detroit Street President and Co- and Executive Vice President
Denver, CO 80206 Portfolio Manager of Janus Capital, and
DOB: 1971 Janus Fund Portfolio Manager for other
Janus accounts. Formerly,
Portfolio Manager (2002-2007)
for Janus Enterprise Fund and
Vice President (1998-2006) of
Janus Capital.
David C. Decker.......... Executive Vice 9/96-Present Vice President of Janus
151 Detroit Street President and Capital and Portfolio Manager
Denver, CO 80206 Portfolio Manager for other Janus accounts.
DOB: 1966 Janus Contrarian
Fund
Executive Vice 8/06-Present
President and Co-
Portfolio Manager
Janus Long/Short
Fund
Brian Demain............. Executive Vice 11/07-Present Vice President of Janus
151 Detroit Street President and Capital. Formerly, Assistant
Denver, CO 80206 Portfolio Manager Portfolio Manager (2004-2007)
DOB: 1977 Janus Enterprise of Janus Enterprise Fund and
Fund Analyst (1999-2007) for Janus
Capital.
John Eisinger............ Executive Vice 1/08-Present Portfolio Manager for other
151 Detroit Street President and Janus accounts. Formerly,
Denver, CO 80206 Portfolio Manager Research Analyst (2003-2007)
DOB: 1977 Janus Orion Fund for Janus Capital.
</Table>
C-1
<Table>
<Caption>
TERM OF OFFICE*
NAME, ADDRESS, POSITIONS HELD AND LENGTH OF PRINCIPAL OCCUPATIONS
AND AGE WITH THE TRUST TIME SERVED DURING THE PAST FIVE YEARS
-------------- ------------------- --------------- -----------------------------
James P. Goff............ Executive Vice 2/05-Present Vice President and Director
151 Detroit Street President of Research of Janus Capital.
Denver, CO 80206 Janus Global
DOB: 1964 Research Fund
Executive Vice 2/06-Present
President
Janus Research Fund
Executive Vice 11/07-Present
President
Janus Research Core
Fund
Jason Groom.............. Executive Vice 5/07-Present Vice President and Research
151 Detroit Street President and Co- Analyst of Janus Capital, and
Denver, CO 80206 Portfolio Manager Portfolio Manager for other
DOB: 1969 Janus Short-Term Janus accounts.
Bond Fund
Gregory R. Kolb.......... Executive Vice 5/05-Present Portfolio Manager for other
151 Detroit Street President and Janus accounts. Formerly,
Denver, CO 80206 Portfolio Manager Assistant Portfolio Manager
DOB: 1976 Janus Global (2004-2006) for Janus
Opportunities Fund Worldwide Fund and Analyst
(2001-2005) for Janus Capital
Corporation.
Brent A. Lynn............ Executive Vice 1/01-Present Vice President of Janus
151 Detroit Street President and Capital.
Denver, CO 80206 Portfolio Manager
DOB: 1964 Janus Overseas Fund
Chad Meade............... Executive Vice 7/06-Present Research Analyst of Janus
151 Detroit Street President and Co- Capital.
Denver, CO 80206 Portfolio Manager
DOB: 1977 Janus Triton Fund
Marc Pinto............... Executive Vice 5/05-Present Vice President of Janus
151 Detroit Street President and Co- Capital and Portfolio Manager
Denver, CO 80206 Portfolio Manager for other Janus accounts.
DOB: 1961 Janus Balanced Fund
Executive Vice 11/07-Present
President and
Portfolio Manager
Janus Growth and
Income Fund
Daniel Riff.............. Executive Vice 11/07-Present Portfolio Manager for other
151 Detroit Street President and Co- Janus accounts. Formerly,
Denver, CO 80206 Portfolio Manager Analyst (2003-2007) for Janus
DOB: 1972 Janus Fund Capital.
Co-Portfolio 8/06-Present
Manager
Janus Long/Short
Fund
</Table>
C-2
<Table>
<Caption>
TERM OF OFFICE*
NAME, ADDRESS, POSITIONS HELD AND LENGTH OF PRINCIPAL OCCUPATIONS
AND AGE WITH THE TRUST TIME SERVED DURING THE PAST FIVE YEARS
-------------- ------------------- --------------- -----------------------------
Ron Sachs................ Executive Vice 1/08-Present Vice President of Janus
151 Detroit Street President and Capital and Portfolio Manager
Denver, CO 80206 Portfolio Manager for other Janus accounts.
DOB: 1967 Janus Twenty Fund Formerly, Portfolio Manager
(2000-2007) for Janus Orion
Fund and Portfolio Manager
(2005-2006) for Janus Triton
Fund.
Executive Vice 1/08-Present
President and
Portfolio Manager
Janus Forty Fund
Laurent Saltiel.......... Executive Vice 11/06-Present Vice President of Janus
151 Detroit Street President and Capital and Portfolio Manager
Denver, CO 80206 Portfolio Manager for other Janus accounts.
DOB: 1969 Janus International Formerly, Research Analyst
Equity Fund (2002-2009) for Janus
Capital.
Executive Vice 5/08-Present
President and
Portfolio Manager
Janus International
Forty Fund
Executive Vice 4/09-Present
President and
Portfolio Manager
Janus Worldwide
Fund
Brian A. Schaub.......... Executive Vice 7/06-Present Portfolio Manager for other
151 Detroit Street President and Co- Janus accounts and Research
Denver, CO 80206 Portfolio Manager Analyst of Janus Capital.
DOB: 1978 Janus Triton Fund
Daniel Scherman.......... Executive Vice 9/08-Present Senior Vice President of
151 Detroit Street President and Janus Capital and Portfolio
Denver, CO 80206 Portfolio Manager Manager for other Janus
DOB: 1961 Janus Modular accounts. Formerly, Vice
Portfolio President and Director of
Construction Fund Risk and Trading for Janus
Capital (2006), and Senior
Quantitative Analyst and
Portfolio Manager (2001-2005)
for MFS Investment
Management.
Executive Vice 12/05-Present
President and
Portfolio Manager
Janus Smart
Portfolio - Conser-
vative,
Janus Smart
Portfolio - Growth,
Janus Smart
Portfolio - Moder-
ate
</Table>
C-3
<Table>
<Caption>
TERM OF OFFICE*
NAME, ADDRESS, POSITIONS HELD AND LENGTH OF PRINCIPAL OCCUPATIONS
AND AGE WITH THE TRUST TIME SERVED DURING THE PAST FIVE YEARS
-------------- ------------------- --------------- -----------------------------
Gibson Smith............. Executive Vice 12/03-Present Co-Chief Investment Officer
151 Detroit Street President and Co- and Executive Vice President
Denver, CO 80206 Portfolio Manager of Janus Capital; Executive
DOB: 1968 Janus High-Yield Vice President of Janus
Fund Distributors LLC and Janus
Services LLC; and Portfolio
Manager for other Janus
accounts. Formerly, Vice
President (2003-2006) of
Janus Capital.
Executive Vice 5/05-Present
President and Co-
Portfolio Manager
Janus Balanced Fund
Executive Vice 5/07-Present
President and Co-
Portfolio Manager
Janus Flexible Bond
Fund
David Spilsted........... Executive Vice 9/09-Present Portfolio Manager for other
151 Detroit Street President and Co- Janus accounts.
Denver, CO 80206 Portfolio Manager
DOB: 1963 Janus Government
Money Market Fund
Executive Vice
President and Co-
Portfolio Manager
Janus Money Market
Fund
J. Eric Thorderson....... Executive Vice 2/99-Present Vice President of Janus
151 Detroit Street President and Co- Capital and Portfolio Manager
Denver, CO 80206 Portfolio Manager for other Janus accounts.
DOB: 1961 Janus Government
Money Market Fund
Executive Vice 2/04-Present
President and Co-
Portfolio Manager
Janus Money Market
Fund
Darrell Watters.......... Executive Vice 5/07-Present Vice President and Research
151 Detroit Street President and Co- Analyst of Janus Capital and
Denver, CO 80206 Portfolio Manager Portfolio Manager for other
DOB: 1963 Janus Flexible Bond Janus accounts.
Fund and Janus
Short-Term Bond
Fund
Executive Vice 7/08-Present
President and Co-
Portfolio Manager
Janus High-Yield
Fund
</Table>
C-4
<Table>
<Caption>
TERM OF OFFICE*
NAME, ADDRESS, POSITIONS HELD AND LENGTH OF PRINCIPAL OCCUPATIONS
AND AGE WITH THE TRUST TIME SERVED DURING THE PAST FIVE YEARS
-------------- ------------------- --------------- -----------------------------
Burton H. Wilson......... Executive Vice 2/06-Present Vice President and Assistant
151 Detroit Street President and Director of Research of Janus
Denver, CO 80206 DOB: Portfolio Manager Capital, and Portfolio
1963 Janus Global Manager for other Janus
Technology Fund accounts. Formerly, Research
Analyst (2004-2009) for Janus
Capital.
Robin C. Beery........... President and Chief 4/08-Present Executive Vice President,
151 Detroit Street Executive Officer Chief Marketing Officer, and
Denver, CO 80206 Head of Intermediary
DOB: 1967 Distribution, Global
Marketing and Product of
Janus Capital Group Inc. and
Janus Capital; Executive Vice
President, and Head of
Intermediary Distribution,
Global Marketing and Product
of Janus Distributors LLC and
Janus Services LLC; Director
of Perkins Investment
Management LLC; and Working
Director of INTECH Investment
Management LLC. Formerly,
President (2002-2007) and
Director (2000-2007) of The
Janus Foundation; President
(2004-2006) of Janus Services
LLC; and Senior Vice
President (2003-2005) of
Janus Capital Group Inc. and
Janus Capital.
Stephanie Grauerholz-
Lofton................... Chief Legal Counsel 1/06-Present Vice President and Assistant
151 Detroit Street and Secretary General Counsel of Janus
Denver, CO 80206 Capital, and Vice President
DOB: 1970 Vice President 3/06-Present and Assistant Secretary of
Janus Distributors LLC.
Formerly, Assistant Vice
President of Janus Capital
and Janus Distributors LLC
(2006).
David R. Kowalski........ Vice President, 6/02-Present Senior Vice President and
151 Detroit Street Chief Compliance Chief Compliance Officer of
Denver, CO 80206 Officer, and Anti- Janus Capital, Janus
DOB: 1957 Money Laundering Distributors LLC, and Janus
Officer Services LLC; and Vice
President of INTECH
Investment Management LLC and
Perkins Investment Management
LLC. Formerly, Chief
Compliance Officer of Bay
Isle Financial LLC (2003-
2008) and INTECH Investment
Management LLC (2003-2005);
Vice President of Janus
Capital (2000-2005) and Janus
Services LLC (2004-2005).
Jesper Nergaard.......... Chief Financial 3/05-Present Vice President of Janus
151 Detroit Street Officer Capital. Formerly, Director
Denver, CO 80206 of Financial Reporting for
DOB: 1962 Vice President, 2/05-Present OppenheimerFunds, Inc. (2004-
Treasurer, and 2005).
Principal
Accounting Officer
</Table>
--------
* Officers are elected at least annually by the Trustees for a one-year
term and may also be elected from time to time by the Trustees for an
interim period.
C-5
APPENDIX D
JANUS INVESTMENT FUND
FORM OF [AMENDED AND RESTATED]
INVESTMENT ADVISORY AGREEMENT
JANUS [ ] FUND
THIS [AMENDED AND RESTATED] INVESTMENT ADVISORY AGREEMENT (the "Agreement")
is made this [[]1st day of [February][July], [2006][2010]], between JANUS
INVESTMENT FUND, a Massachusetts business trust (the "Trust"), and JANUS CAPITAL
MANAGEMENT LLC, a Delaware limited liability company ("JCM").
WITNESSETH:
WHEREAS, the Trust is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act"),
and has registered its shares for public offering under the Securities Act of
1933, as amended (the "1933 Act"); and
WHEREAS, the Trust is authorized to create separate funds, each with its
own separate investment portfolio of which the beneficial interests are
represented by a separate series of shares; one of such funds created by the
Trust being designated as the Janus [ ] Fund (the "Fund"); and
WHEREAS, the Trust and JCM deem it mutually advantageous that JCM should be
appointed as investment adviser to the Fund.
NOW, THEREFORE, the parties agree as follows:
1. Appointment. The Trust hereby appoints JCM as investment adviser and
manager with respect to the Fund for the period and on the terms set forth in
this Agreement. JCM hereby accepts such appointment and agrees to render the
services herein set forth, for the compensation herein provided.
2. Investment Advisory Services. JCM shall determine the securities or
other assets to be purchased, sold or held and shall place orders for the
purchase or sale of such securities or other assets with brokers, dealers or
others. JCM shall furnish continuous advice and recommendations to the Fund, and
have authority to act with respect thereto, as to the acquisition, holding, or
disposition of any or all of the securities or other assets which the Fund may
own or contemplate acquiring from time to time. JCM shall give due consideration
to the investment policies and restrictions and the other statements concerning
the Fund in the and registration statements under the 1940 Act and the 1933 Act,
and to the provisions of the Internal Revenue Code, as amended from time to
time, applicable to the Fund as a regulated investment company. In addition, JCM
shall cause its officers to attend meetings and furnish oral or written reports,
as the Trust may
D-1
reasonably require, in order to keep the Trustees and appropriate officers of
the Trust fully informed as to the condition of the investment portfolio of the
Fund.
3. Other Services. JCM is hereby authorized (to the extent the Trust has
not otherwise contracted) but not obligated (to the extent it so notifies the
Trustees at least 60 days in advance), to perform (or arrange for the
performance by affiliates of) the management and administrative services
necessary for the operation of the Fund. JCM is specifically authorized, on
behalf of the Trust, 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 JCM to be
necessary or desirable. JCM shall generally monitor and report to Fund officers
the Fund's compliance with investment policies and restrictions as set forth in
the currently effective prospectus and statement of additional information
relating to the shares of the Fund under the 1933 Act. JCM shall make reports to
the Trustees of its performance of services hereunder upon request therefor and
furnish advice and recommendations with respect to such other aspects of the
business and affairs of the Fund as it shall determine to be desirable. JCM is
also authorized, subject to review by the Trustees, to furnish such other
services as JCM shall from time to time determine to be necessary or useful to
perform the services contemplated by this Agreement.
4. Obligations of Trust. The Trust shall have the following obligations
under this Agreement:
(a) to keep JCM continuously and fully informed as to the composition of
its investment portfolio and the nature of all of its assets and
liabilities from time to time;
(b) to furnish JCM with a certified copy of any financial statement or
report prepared for it by certified or independent public
accountants and with copies of any financial statements or reports
made to its shareholders or to any governmental body or securities
exchange;
(c) to furnish JCM with any further materials or information which JCM
may reasonably request to enable it to perform its function under
this Agreement; and
(d) to compensate JCM for its services and reimburse JCM for its
expenses incurred hereunder in accordance with the provisions
hereof.
5. Compensation. The Trust shall pay to JCM for its services pursuant to
this Agreement a [monthly base] fee[, calculated and payable for each day that
this Agreement is in effect,] of [1/365][1/12] of 0.64% of the [average] daily
closing net asset value of the Fund[ ("Base Fee"), adjusted by a performance fee
as set forth in Schedule A. For any period less than a month during which this
Agreement is in effect, the Base Fee shall be prorated according to the
proportion which such period bears to a full month of 28, 29, 30, or 31 days, as
the case may be.][(1/366 of 0.64% of the daily closing net asset value of the
Fund in a leap year). The fee shall be paid monthly.]
D-2
6. Expenses Borne by JCM. In addition to the expenses which JCM may incur
in the performance of its investment advisory functions and other services under
this Agreement, and the expenses which it may expressly undertake to incur and
pay under other agreements with the Trust or otherwise, JCM shall incur and pay
the following expenses relating to the Fund's operations without reimbursement
from the Fund:
(a) Reasonable compensation, fees and related expenses of the Trust's
officers and its Trustees, except for such Trustees who are not
"interested persons," as defined in the 1940 Act, of JCM, and except
as otherwise provided in Section 7; and
(b) Rental of offices of the Trust.
7. Expenses Borne by the Trust. The Trust assumes and shall pay all
expenses incidental to its organization, operations and business not
specifically assumed or agreed to be paid by JCM pursuant to Sections 3 and 6
hereof, including, but not limited to, investment adviser fees; any
compensation, fees, or reimbursements which the Trust pays to its Trustees who
are not "interested persons," as defined in the 1940 Act, of JCM; compensation
and related expenses of the Chief Compliance Officer of the Trust and compliance
staff, as authorized from time to time by the Trustees of the Trust;
compensation of the Fund's custodian, transfer agent, registrar and dividend
disbursing agent; legal, accounting, audit and printing expenses;
administrative, clerical, recordkeeping and bookkeeping expenses; brokerage
commissions and all other expenses in connection with execution of portfolio
transactions (including any appropriate commissions paid to JCM or its
affiliates for effecting exchange listed, over-the-counter or other securities
transactions); interest; all federal, state and local taxes (including stamp,
excise, income and franchise taxes); costs of stock certificates and expenses of
delivering such certificates to purchasers thereof; expenses of local
representation in Massachusetts; expenses of shareholders' meetings and of
preparing, printing and distributing proxy statements, notices, and reports to
shareholders; expenses of preparing and filing reports and tax returns with
federal and state regulatory authorities; all expenses incurred in complying
with all federal and state laws and the laws of any foreign country applicable
to the issue, offer, or sale of shares of the Fund, including, but not limited
to, all costs involved in the registration or qualification of shares of the
Fund for sale in any jurisdiction, the costs of portfolio pricing services and
compliance systems, and all costs involved in preparing, printing and mailing
prospectuses and statements of additional information to Fund shareholders; and
all fees, dues and other expenses incurred by the Trust in connection with the
membership of the Trust in any trade association or other investment company
organization.
8. Termination. This Agreement may be terminated at any time, without
penalty, by the Trustees of the Trust, or by the shareholders of the Fund acting
by vote of at least a majority of its outstanding voting securities, provided in
either case that sixty (60) days advance written notice of termination be given
to JCM at its principal place of business. This Agreement may be terminated by
JCM at any time, without penalty, by giving sixty (60) days advance written
notice of termination to the Trust, addressed to its principal place of
business. The Trust agrees that, consistent with the terms of the Declaration of
D-3
Trust, the Trust shall cease to use the name "Janus" in connection with the Fund
as soon as reasonably practicable following any termination of this Agreement if
JCM does not continue to provide investment advice to the Fund after such
termination.
9. Assignment. This Agreement shall terminate automatically in the event
of any assignment of this Agreement.
10. Term. This Agreement shall continue in effect until February 1,
[2007][2011], unless sooner terminated in accordance with its terms, and shall
continue in effect from year to year thereafter only so long as such continuance
is specifically approved at least annually by (a) the vote of a majority of the
Trustees of the Trust who are not parties hereto or interested persons of any
such party, cast in person at a meeting called for the purpose of voting on the
approval of the terms of such renewal, and (b) either the Trustees of the Trust
or the affirmative vote of a majority of the outstanding voting securities of
the Fund. The annual approvals provided for herein shall be effective to
continue this Agreement from year to year if given within a period beginning not
more than ninety (90) days prior to February 1 of each applicable year,
notwithstanding the fact that more than three hundred sixty-five (365) days may
have elapsed since the date on which such approval was last given.
11. Amendments. This Agreement may be amended by the parties only if such
amendment is specifically approved (i) by a majority of the Trustees, including
a majority of the Trustees who are not interested persons (as that phrase is
defined in Section 2(a)(19) of the 1940 Act) of any party to this Agreement and,
if required by applicable law, (ii) by the affirmative vote of a majority of the
outstanding voting securities of the Fund (as that phrase is defined in Section
2(a)(42) of the 1940 Act).
12. Other Series. The Trustees shall determine the basis for making an
appropriate allocation of the Trust's expenses (other than those directly
attributable to the Fund) between the Fund and the other series of the Trust.
13. Limitation of Personal Liability. All the parties hereto acknowledge
and agree that all liabilities of the Trust arising, directly or indirectly,
under this Agreement, of any and every nature whatsoever, shall be satisfied
solely out of the assets of the Fund and that no Trustee, officer or holder of
shares of beneficial interest of the Trust shall be personally liable for any of
the foregoing liabilities. The Declaration of Trust describes in detail the
respective responsibilities and limitations on liability of the Trustees,
officers and holders of shares of beneficial interest of the Trust.
14. Limitation of Liability of JCM. JCM shall not be liable for any error
of judgment or mistake of law or for any loss arising out of any investment or
for any act or omission taken with respect to the Trust, except for willful
misfeasance, bad faith or gross negligence in the performance of its duties, or
by reason of reckless disregard of its obligations and duties hereunder and
except to the extent otherwise provided by law. As used in this Section 14,
"JCM" shall include any affiliate of JCM performing services for the Trust
contemplated hereunder and directors, officers and employees of JCM and such
affiliates.
D-4
15. Activities of JCM. The services of JCM to the Trust hereunder are not
to be deemed to be exclusive, and JCM and its affiliates are free to render
services to other parties. It is understood that trustees, officers and
shareholders of the Trust are or may become interested in JCM as directors,
officers and shareholders of JCM, that directors, officers, employees and
shareholders of JCM are or may become similarly interested in the Trust, and
that JCM may become interested in the Trust as a shareholder or otherwise.
16. Certain Definitions. The terms "vote of a majority of the outstanding
voting securities," "assignment" and "interested persons" when used herein,
shall have the respective meanings specified in the 1940 Act, as now in effect
or hereafter amended, and the rules and regulations thereunder, subject to such
orders, exemptions and interpretations as may be issued by the Securities and
Exchange Commission under said Act and as may be then in effect.
17. Governing Law. This Agreement shall be construed in accordance with
the laws of the State of Colorado (without giving effect to the conflicts of
laws principles thereof) and the 1940 Act. To the extent that the applicable
laws of the State of Colorado conflict with the applicable provisions of the
1940 Act, the latter shall control.
This Agreement shall supercede all prior investment advisory agreements
entered into between JCM and the Trust, on behalf of the Fund.
IN WITNESS WHEREOF, the parties have caused their duly authorized officers
to execute this Investment Advisory Agreement as of the amended date and year
first above written.
JANUS CAPITAL MANAGEMENT LLC
By:
------------------------------------
Name:
Title:
JANUS INVESTMENT FUND
By:
------------------------------------
Name:
Title:
D-5
[SCHEDULE A
PERFORMANCE ADJUSTMENT]
[Beginning with the Base Fee payable for [JULY 2010] and in [JANUS FUND AND
JANUS GLOBAL OPPORTUNITIES FUND - MONTH 13] [JANUS OVERSEAS FUND - MONTH 16]
[JANUS FORTY FUND AND JANUS TWENTY FUND - MONTH 19] thereafter, the Base Fee
shall be adjusted monthly based upon the investment performance of the Fund's
Class A Shares (waiving the upfront sales load) ("Class") in relation to the
cumulative investment record of the Fund's benchmark, the [JANUS FUND - CORE
GROWTH INDEX (AS DESCRIBED BELOW)] [JANUS FORTY FUND AND JANUS TWENTY
FUND - RUSSELL 1000(R) GROWTH INDEX] [JANUS GLOBAL OPPORTUNITIES FUND - MORGAN
STANLEY CAPITAL INTERNATIONAL WORLD INDEX(SM)] [JANUS OVERSEAS FUND - MORGAN
STANLEY CAPITAL INTERNATIONAL ALL COUNTRY WORLD EX-U.S. INDEX(SM)] (the
"Index"), over the "Performance Period" (such adjustment being referred to
herein as the "Performance Adjustment"). The "Performance Period" is defined as
the shorter of (a) the period from the date of this Agreement through the end of
the month for which the fee is being calculated, and (b) the 36 month period
preceding the end of the month for which the fee is being calculated.]
[[JANUS FUND - THE INDEX CONSISTS OF AN EQUAL WEIGHTING (BALANCED DAILY) OF
TWO BENCHMARK INDICES, THE STANDARD & POOR'S 500(R) INDEX ("S&P 500(R) INDEX")
AND THE RUSSELL 1000(R) GROWTH INDEX. THE INDEX PERFORMANCE FOR THE PERFORMANCE
PERIOD IS CALCULATED BASED ON THE EQUALLY WEIGHTED TOTAL RETURNS FROM THE
RUSSELL 1000(R) GROWTH INDEX (50%) AND THE S&P 500(R) INDEX (50%).]]
[The Performance Adjustment shall be calculated by subtracting the
investment record of the Index from the investment performance of the Fund's
Class A Shares. If there is less than a 0.50% difference (plus or minus) between
the investment performance of the Class and the investment record of the Index,
the Fund pays JCM the Base Fee with no adjustment. If the difference between the
investment performance of the Class and the investment record of the Index is
0.50% or greater during any Performance Period, the Base Fee will be subject to
an upward or downward performance adjustment of [JANUS FUND - 1/12 OF 0.016667%]
[JANUS FORTY FUND AND JANUS TWENTY FUND - 1/12 OF 0.0088235%] [JANUS GLOBAL
OPPORTUNITIES FUND AND JANUS OVERSEAS FUND - 1/12 OF 0.0107143%] for every full
0.50% increment by which the Class outperforms or underperforms the Index. The
maximum percentage used in calculating the Performance Adjustment (positive or
negative) in any month is 1/12 of 0.15%. The Performance Adjustment is applied
against the Fund's average daily net assets during the Performance Period.]
[For purposes of computing the Base Fee and the Performance Adjustment, net
assets are averaged over different periods (average daily net assets during the
relevant month for the Base Fee versus average daily net assets during the
Performance Period for the Performance Adjustment). The Base Fee is calculated
and accrued daily. The Performance Adjustment is calculated monthly in arrears
and is accrued evenly each day throughout the month. The investment advisory fee
is paid monthly in arrears.]
[The average daily net asset value of the Fund, or any class thereof, shall
be determined in the manner set forth in the Trust's Declaration of Trust,
Bylaws and registration statement, each as may be amended from time to time.]
D-6
[The investment performance of the Class will be the sum of:]
[(1) the change in the Class' net asset value ("NAV") per share during the
Performance Period; plus]
[(2) the value of the Class' cash distributions per share accumulated to
the end of the Performance Period; plus]
[(3) the value of capital gains taxes per share paid or payable on
undistributed realized long-term capital gains accumulated to the end of the
Performance Period;]
[expressed as a percentage of the Class' NAV per share at the beginning of the
Performance Period. For this purpose, the value of distributions per share of
realized capital gains, of dividends per share paid from investment income and
of capital gains taxes per share paid or payable on undistributed realized long-
term capital gains shall be treated as reinvested in shares of the Class at the
NAV in effect at the close of business on the record date for the payment of
such distributions and dividends and the date on which provision is made for
such taxes, after giving effect to such distributions, dividends and taxes.]
[The investment record of the Index will be the sum of:]
[(1) [FOR ALL FUNDS EXCEPT JANUS FUND] the change in the level of the Index
during the Performance Period; plus]
[[JANUS FUND] the change in the level of the Index during the
Performance Period, which is an equal weighting of the change in the
level of the underlying indices during the Performance Period; plus]
[(2) the value, computed consistently with the Index, of cash distributions
made by companies whose securities comprise the Index [JANUS FUND - (50% OF THE
S&P 500(R) INDEX AND 50% OF THE RUSSELL 1000(R) GROWTH INDEX)] accumulated to
the end of the Performance Period; expressed as a percentage of the Index level
at the beginning of the Performance Period. For this purpose, cash distributions
on the securities which comprise the Index shall be treated as reinvested in the
Index at least as frequently as the end of each calendar quarter following the
payment of the dividend.]
[The Trustees have initially designated the Class to be used for purposes of
determining the Performance Adjustment. From time to time, the Trustees may, by
vote of the Trustees of the Trust voting in person, including a majority of the
Trustees who are not parties to this Agreement or "interested persons" (as
defined in the 1940 Act) of any such parties, determine that a class of shares
of the Fund other than the Class is the most appropriate for use in calculating
the Performance Adjustment. If a different class of shares ("Successor Class")
is substituted in calculating the Performance Adjustment, the use of that
Successor Class of shares for purposes of calculating the Performance Adjustment
may apply to the entire Performance Period so long as such Successor Class was
outstanding at the beginning of such period. If the Successor Class of shares
was not outstanding for all or a portion of the Performance Period, it may only
be used in calculating that portion of the Performance Adjustment attributable
to the period during which such Successor Class was outstanding and any prior
portion of the Performance Period shall be calculated using the class of shares
previously designated.]
D-7
APPENDIX E
OTHER FUNDS MANAGED BY JANUS CAPITAL WITH SIMILAR
INVESTMENT OBJECTIVES
The following table lists certain information regarding funds with similar
investment objectives for which Janus Capital provides investment advisory or
subadvisory services. The table shows such fund's asset size as of December 31,
2009, the rate of compensation paid by that fund, and whether Janus Capital has
contractually agreed to waive or reduce compensation received from that fund.
<Table>
<Caption>
CONTRACTUAL
INVESTMENT
ASSET SIZE ADVISORY FEES/ FEE
(IN $ BASE FEES WAIVERS OR
FUND OBJECTIVE MILLIONS) (ANNUAL RATE) REDUCTIONS
---- ----------------------------------- ---------- -------------------------- ----------
Balanced Portfolio............ Seeks long-term capital growth, 1,686.7 0.55% N/A
consistent with preservation of
capital and balanced by current
income.
Enterprise Portfolio.......... Seeks long-term growth of capital. 593.9 0.64% N/A
Forty Portfolio............... Seeks long-term growth of capital. 1,230.3 0.64% N/A
Global Life Sciences
Portfolio*.................. Seeks long-term growth of capital. 17.7 0.64% N/A
Global Technology Portfolio... Seeks long-term growth of capital. 121.2 0.64% 0.95%(1)
Growth and Income Portfolio*.. Seeks long-term capital growth and 47.1 0.62% N/A
current income.
INTECH Risk-Managed Core
Fund(2)..................... Seeks long-term growth of capital. 309.2 0.50%(3) 0.89%(4)
INTECH Risk-Managed Growth
Fund(2)..................... Seeks long-term growth of capital. 854.5 0.50% 0.90%(4)
INTECH Risk-Managed
International Fund(2)....... Seeks long-term growth of capital. 8.3 0.55% 1.00%(4)
INTECH Risk-Managed Value
Fund(2)..................... Seeks long-term growth of capital. 76.2 0.50% 0.75%(4)
Janus Aspen Perkins Mid Cap
Value Portfolio(5).......... Seeks capital appreciation. 109.4 0.64%(3) 0.86%(1)
Janus Aspen INTECH Risk-
Managed Core Portfolio(2)*.. Seeks long-term growth of capital. 18.3 0.50%(3) 1.10%
Janus Balanced Fund........... Seeks long-term capital growth, 5,123.6 0.55% 0.76%(4)
consistent with preservation of
capital and balanced by current
income.
Janus Contrarian Fund......... Seeks long-term growth of capital. 4,236.0 0.64%(3) 0.89%(4)
Janus Enterprise Fund......... Seeks long-term growth of capital. 2,489.6 0.64% 0.90%(4)
Janus Global Life Sciences
Fund........................ Seeks long-term growth of capital. 697.7 0.64% N/A
Janus Global Real Estate
Fund........................ Seeks total return through a 18.2 0.75%(3) 1.25%(4)
combination of capital appreciation
and current income.
Janus Global Research Fund.... Seeks long-term growth of capital. 219.7 0.64%(3) 1.00%(4)
</Table>
E-1
<Table>
<Caption>
CONTRACTUAL
INVESTMENT
ASSET SIZE ADVISORY FEES/ FEE
(IN $ BASE FEES WAIVERS OR
FUND OBJECTIVE MILLIONS) (ANNUAL RATE) REDUCTIONS
---- ----------------------------------- ---------- -------------------------- ----------
Janus Global Technology Fund.. Seeks long-term growth of capital. 792.0 0.64% N/A
Janus Growth and Income Fund.. Seeks long-term capital growth and 3,937.0 0.62% 0.73%(4)
current income.
Janus High-Yield Fund......... Seeks to obtain high current 1,152.5 First $300 Million 0.65% 0.78%(4)
income. Capital appreciation is a Over $300 Million 0.55%
secondary investment objective when
consistent with its primary
investment objective.
Janus International Equity
Fund........................ Seeks long-term growth of capital. 191.5 0.68%(3) 1.25%(4)
Janus International Forty
Fund........................ Seeks long-term growth of capital. 9.0 0.73%(3) 1.25%(4)
Janus Modular Portfolio
Construction(R) Fund........ Seeks long-term growth of capital 7.1 0.07% 0.45%(4)
with a secondary emphasis on
income.
Janus Orion Fund.............. Seeks long-term growth of capital. 3,497.1 0.64% 0.90%(4)
Janus Portfolio............... Seeks long-term growth of capital. 2,490.0 0.64% N/A
Janus Research Core Fund...... Seeks long-term growth of capital. 630.9 0.60% 0.66%(4)
Janus Research Fund........... Seeks long-term growth of capital. 3,110.0 0.64%(3) N/A
Janus Smart
Portfolio - Conservative.... Seeks the highest return over time 126.4 0.05% 0.40%(6)
consistent with a primary emphasis
on income and a secondary emphasis
on growth of capital.
Janus Smart
Portfolio - Growth.......... Seeks the highest return over time 206.1 0.05% 0.45%(6)
consistent with a primary emphasis
on growth of capital and a
secondary emphasis on income.
Janus Smart
Portfolio - Moderate........ Seeks the highest return over time 179.3 0.05% 0.39%(6)
consistent with an emphasis on
growth of capital and income.
Janus Triton Fund............. Seeks long-term growth of capital. 401.3 0.64% 1.05%(4)
Janus Venture Fund............ Seeks capital appreciation. 1,020.5 0.64% N/A
Research Core Portfolio*...... Seeks long-term growth of capital. 8.1 0.60% N/A
Janus Worldwide Fund.......... Seeks long-term growth of capital 2,450.6 0.60%(3) 1.00%(4)
in a manner consistent with the
preservation of capital.
Overseas Portfolio............ Seeks long-term growth of capital. 2,327.1 0.64% N/A
Perkins Large Cap Value
Fund(5)..................... Seeks capital appreciation. 53.8 0.64%(7) 1.00%(4)
Perkins Mid Cap Value
Fund(5)..................... Seeks capital appreciation. 11,301.1 0.64%(3) 0.86%(4)
Perkins Small Cap Value
Fund(5)..................... Seeks capital appreciation. 1,903.5 0.72%(7) 0.96%(4)
Worldwide Portfolio........... Seeks long-term growth of capital 784.4 0.60%(3) N/A
in a manner consistent with the
preservation of capital.
</Table>
E-2
<Table>
<Caption>
CONTRACTUAL
INVESTMENT
ASSET SIZE ADVISORY FEES/ FEE
(IN $ BASE FEES WAIVERS OR
FUND OBJECTIVE MILLIONS) (ANNUAL RATE) REDUCTIONS
---- ----------------------------------- ---------- -------------------------- ----------
AXA Multimanager Large Cap
Core Equity Portfolio....... Seeks long-term capital growth. 88.9 First $100 Million 0.55% N/A
Next $400 Million 0.50%
Over $500 Million 0.45%
ING Janus Contrarian
Portfolio................... Seeks capital appreciation. 565.4 First $100 Million 0.45% N/A
Next $100 Million 0.40%
Next $200 Million 0.35%
Next $500 Million 0.325%
Thereafter 0.30%
Lincoln Janus Capital
Appreciation Fund........... Seeks long-term growth of capital. 384.0 First $250 Million 0.40% N/A
Next $500 Million 0.35%
Next $750 Million 0.30%
Over $1.5 Billion 0.25%
Maxim Janus Large Cap Growth
Portfolio .................. Seeks long-term growth of capital. 344.2 First $250 Million 0.50% N/A
Next $500 Million 0.45%
Next $750 Million 0.40%
Over $1.5 Billion 0.35%
Met Janus Forty Portfolio..... Seeks capital appreciation.
1,634.5 First $50 Million 0.40% N/A
Next $100 Million 0.375%
Next $600 Million 0.35%
Over $750 Million 0.325%
Northwestern Mutual Focused
Appreciation Portfolio...... Seeks long-term growth of capital. 264.8 First $100 Million 0.55% N/A
Next $400 Million 0.50%
Over $500 Million 0.45%
Northwestern Mutual
International Growth
Portfolio................... Seeks long-term growth of capital. 246.5 First $100 Million 0.50% N/A
Next $150 Million 0.43%
Over $250 Million 0.37%
Ohio National Aggressive
Growth Portfolio............ Seeks long-term growth of capital. 27.1 First $100 Million 0.55% N/A
Next $400 Million 0.50%
Over $500 Million 0.45%
Ohio National Small Cap Growth
Portfolio .................. Seeks long-term growth of capital. 22.7 First $150 Million 0.60% N/A
Over $150 Million 0.50%
Pacific Life Growth LT Fund... Seeks long-term growth of capital. 83.5 First $25 Million 0.45% N/A
Next $125 Million 0.40%
Next $850 Million 0.35%
Next $1 Billion 0.30%
Over $2 Billion 0.25%
Pacific Select Focused 30
Portfolio................... Seeks long-term growth of capital. 180.1 First $25 Million 0.45% N/A
Next $125 Million 0.40%
Next $850 Million 0.35%
Next $1 Billion 0.30%
Over $2 Billion 0.25%
</Table>
E-3
<Table>
<Caption>
CONTRACTUAL
INVESTMENT
ASSET SIZE ADVISORY FEES/ FEE
(IN $ BASE FEES WAIVERS OR
FUND OBJECTIVE MILLIONS) (ANNUAL RATE) REDUCTIONS
---- ----------------------------------- ---------- -------------------------- ----------
Pacific Select Growth LT
Portfolio................... Seeks long-term growth of capital. 1,605.1 First $25 Million 0.45% N/A
Next $125 Million 0.40%
Next $850 Million 0.35%
Next $1 Billion 0.30%
Over $2 Billion 0.25%
SEI Small/Mid Cap Equity
Fund........................ Seeks capital appreciation. 217.8 0.50% N/A
SEI Small Cap Fund............ Seeks capital appreciation. 136.8 0.50% N/A
SEI Small Cap Growth Fund..... Seeks capital appreciation. 79.7 0.50% N/A
SunAmerica Focused
Series - Focus Growth
Portfolio................... Seeks long-term growth of capital. 196.8 First $250 Million 0.40% N/A
Next $250 Million 0.37%
Thereafter 0.35%
Seasons Series Trust Focused
Growth Portfolio............ Seeks long-term growth of capital. 25.6 First $250 Million 0.40% N/A
Next $250 Million 0.37%
Thereafter 0.35%
Seasons Series Trust
International Equity
Portfolio................... Seeks long-term growth of capital. 95.5 First $50 Million 0.50% N/A
Next $200 Million 0.45%
Next $250 Million 0.40%
Over $500 Million 0.35%
Seasons Series Trust Large Cap
Growth Portfolio............ Seeks long-term growth of capital. 85.7 First $100 Million 0.55% N/A
Next $400 Million 0.50%
Over $500 Million 0.45%
Seasons Series Trust Multi-
Managed Growth Portfolio.... Seeks long-term growth of capital. 38.4 First $100 Million 0.55% N/A
Next $400 Million 0.50%
Over $500 Million 0.45%
Seasons Series Trust Multi-
Managed Income/Equity
Portfolio................... Seeks conservation of principal 24.5 First $100 Million 0.55% N/A
while maintaining some potential Next $400 Million 0.50%
for long-term growth of capital. Over $500 Million 0.45%
Seasons Series Trust Multi-
Managed Moderate Growth
Portfolio................... Seeks long-term growth of capital. 51.5 First $100 Million 0.55% N/A
Next $400 Million 0.50%
Over $500 Million 0.45%
</Table>
--------
(1) Janus Capital has contractually agreed to waive the Portfolio's total
annual fund operating expenses (excluding any applicable performance
adjustments to management fees, distribution and shareholder servicing fees
applicable to Service Shares and Service II Shares, the administrative
services fee applicable to Service Shares of Janus Aspen Perkins Mid Cap
Value Portfolio, brokerage commissions, interest, dividends, taxes, and
extraordinary expenses including, but not limited to, acquired fund fees
and expenses) to a certain limit until at least May 1, 2011. The
contractual waiver may be terminated or
E-4
modified at any time prior to this date at the discretion of the Board of
Trustees. The expense limit is described in the "Management Expenses"
section of the respective prospectus.
(2) Subadvised by INTECH Investment Management LLC.
(3) Each Fund listed below pays an investment advisory fee rate that adjusts up
or down based upon the Fund's performance relative to its benchmark index
during a measurement period. The table shows the actual amount of the
investment advisory fee rate (before fee waivers, if applicable) paid by
each Fund as of the end of the fiscal year.
<Table>
<Caption>
FUND AS OF DATE FEE RATE
---- ---------- --------
INTECH Risk-Managed Core Fund..................... 10/31/09 0.37%
Janus Aspen INTECH Risk-Managed Core Portfolio*... 12/31/09 0.39%
Janus Aspen Perkins Mid Cap Value Portfolio....... 12/31/09 0.77%
Janus Contrarian Fund............................. 10/31/09 0.70%
Janus Global Real Estate Fund..................... 07/31/09 0.83%
Janus Global Research Fund........................ 10/31/09 0.75%
Janus International Equity Fund................... 07/31/09 0.74%
Janus International Forty Fund.................... 07/31/09 0.73%
Janus Research Fund............................... 10/31/09 0.71%
Janus Worldwide Fund.............................. 10/31/09 0.52%
Perkins Mid Cap Value Fund........................ 10/31/09 0.78%
Worldwide Portfolio............................... 12/31/09 0.57%
</Table>
(4) Janus Capital has contractually agreed to waive the Fund's total annual
fund operating expenses (excluding any applicable performance adjustments
to management fees, distribution and shareholder servicing fees (12b-1)
applicable to Class A Shares, Class C Shares, Class R Shares, and Class S
Shares, the administrative fees payable pursuant to the Transfer Agency
Agreement applicable to Class D Shares, Class L Shares, Class R Shares,
Class S Shares, and Class T Shares, brokerage commissions, interest,
dividends, taxes, and extraordinary expenses including, but not limited to,
acquired fund fees and expenses) to a certain limit until at least February
16, 2011. The contractual waiver may be terminated or modified at any time
prior to this date at the discretion of the Board of Trustees. The expense
limit is described in the "Management Expenses" section of the respective
prospectus.
(5) Subadvised by Perkins Investment Management LLC.
(6) Janus Capital has contractually agreed to waive the Portfolio's total
annual fund operating expenses (excluding any expenses of an underlying
fund (acquired fund fees and expenses), distribution and shareholder
servicing fees (12b-1) applicable to Class A Shares, Class C Shares, and
Class S Shares, the administrative fees payable pursuant to the Transfer
Agency Agreement applicable to Class D Shares, Class S Shares, and Class T
Shares, brokerage commissions, interest, dividends, taxes, and
extraordinary expenses) to a certain limit until at least February 16,
2011. The contractual waiver may be terminated or modified at any time
prior to this date at the discretion of the Board of Trustees. The expense
limit is described in the "Management Expenses" section of the respective
prospectus.
(7) The Fund pays an investment advisory fee rate that adjusts up or down based
upon the Fund's performance relative to its benchmark index during a
measurement period. Any applicable performance adjustment began January 1,
2010 for the Fund.
* The Trustees approved a plan to liquidate and terminate the Portfolio
effective on or about April 30, 2010 or at such earlier time as may be
authorized by the Trustees.
E-5
APPENDIX F
PRINCIPAL EXECUTIVE OFFICERS AND DIRECTORS OF
JANUS CAPITAL AND PERKINS AND THEIR PRINCIPAL OCCUPATIONS
Janus Capital
<Table>
<Caption>
POSITION(S) WITH JANUS CAPITAL
NAME JANUS CAPITAL/AFFILIATED ENTITY NAME OR AFFILIATED ENTITY
---- ---------------------------------------- ----------------------------------------
Timothy K. Armour(1) Janus Capital Group Inc. Interim Chief Executive Officer and
Director
Janus Capital Management LLC Interim Chief Executive Officer
Janus Management Holdings Corp. Interim President and Interim Director
INTECH Investment Management LLC Working Director
Perkins Investment Management LLC Director
Robin C. Beery Janus Capital Group Inc. Executive Vice President and Head of
Intermediary Distribution, Global
Marketing and Product
Janus Capital Management LLC Executive Vice President and Head of
Intermediary Distribution, Global
Marketing and Product
Janus Distributors LLC Executive Vice President and Head of
Intermediary Distribution, Global
Marketing and Product
Perkins Investment Management LLC Director
INTECH Investment Management LLC Working Director
The Janus Foundation Director
Janus Services LLC Executive Vice President and Head of
Intermediary Distribution, Global
Marketing and Product
Gary D. Black(2) Janus Capital Group Inc. Chief Executive Officer and Director
Janus Capital Management LLC Chief Executive Officer
Janus Management Holdings Corp. President and Director
Janus Services LLC Executive Vice President
INTECH Investment Management LLC Working Director
Perkins Investment Management LLC Director
Daniel P. Charles(3) Janus Capital Management LLC Executive Vice President
Janus Capital Asia Limited Director
Janus Capital International Limited Director
Janus Services LLC Executive Vice President
INTECH Investment Management LLC Working Director
Janus Distributors LLC Executive Vice President
Jonathan D. Coleman Janus Capital Management LLC Co-Chief Investment Officer and
Executive Vice President
Gregory A. Frost Janus Capital Group Inc. Chief Financial Officer and Executive
Vice President
Janus Capital Management LLC Chief Financial Officer and Executive
Vice President
</Table>
F-1
<Table>
<Caption>
POSITION(S) WITH JANUS CAPITAL
NAME JANUS CAPITAL/AFFILIATED ENTITY NAME OR AFFILIATED ENTITY
---- ---------------------------------------- ----------------------------------------
Janus Capital Asia Limited Director
Janus Capital International Limited Director
Janus Capital Singapore Pte. Limited Director
The Janus Foundation Director
Janus Holdings LLC Senior Vice President, Controller, and
Director
Janus International Holding LLC Executive Vice President, Controller,
and Director
Janus Management Holdings Corp. Chief Financial Officer, Executive Vice
President, and Director
Janus Services LLC Chief Financial Officer and Executive
Vice President
Capital Group Partners, Inc. Chief Financial Officer, Executive Vice
President, and Director
INTECH Investment Management LLC Vice President and Working Director
Perkins Investment Management LLC Executive Vice President and Director
Janus Distributors LLC Chief Financial Officer and Executive
Vice President
Heidi W. Hardin Janus Capital Management LLC General Counsel and Senior Vice
President
Janus Services LLC General Counsel and Senior Vice
President
Perkins Investment Management LLC Vice President
Janus Distributors LLC General Counsel and Senior Vice
President
Kelley Abbott Howes Janus Capital Group Inc. Chief Administrative Officer, General
Counsel, and Executive Vice President
Janus Capital Management LLC Chief Administrative Officer and
Executive Vice President
Janus Management Holdings Corp. Chief Administrative Officer, General
Counsel, Executive Vice President, and
Director
Capital Group Partners, Inc. Director
INTECH Investment Management LLC Vice President
Janus Distributors LLC Chief Administrative Officer and
Executive Vice President
Dominic C. Martellaro(4) Janus Capital Group Inc. Executive Vice President
Janus Capital Management LLC Executive Vice President
Janus Capital Funds Plc Director
Janus Capital Trust Manager Limited Director
Janus Services LLC Executive Vice President
Janus Distributors LLC President
Gibson Smith Janus Capital Management LLC Co-Chief Investment Officer and
Executive Vice President
Janus Services LLC Executive Vice President
Perkins Investment Management LLC Director
</Table>
F-2
<Table>
<Caption>
POSITION(S) WITH JANUS CAPITAL
NAME JANUS CAPITAL/AFFILIATED ENTITY NAME OR AFFILIATED ENTITY
---- ---------------------------------------- ----------------------------------------
Richard M. Weil Janus Capital Group Inc. Chief Executive Officer and Director
Janus Capital Management LLC Chief Executive Officer
Janus Management Holdings Corp. President and Director
Janus Services LLC Executive Vice President
INTECH Investment Management LLC Working Director
Perkins Investment Management LLC Director
</Table>
Perkins
<Table>
<Caption>
POSITION(S) WITH JANUS CAPITAL
NAME JANUS CAPITAL/AFFILIATED ENTITY NAME OR AFFILIATED ENTITY
---- ---------------------------------------- ----------------------------------------
Timothy K. Armour(1) Perkins Investment Management LLC Director
Robin C. Beery Perkins Investment Management LLC Director
Gary D. Black(2) Perkins Investment Management LLC Director
Gregory A. Frost Perkins Investment Management LLC Executive Vice President and Director
Heidi W. Hardin Perkins Investment Management LLC Vice President
Gibson Smith Perkins Investment Management LLC Director
Richard M. Weil Perkins Investment Management LLC Director
Ted Hans Perkins Investment Management LLC Chief Operating Officer and Chief
Compliance Officer
Jeffrey R. Kautz Perkins Investment Management LLC Chief Investment Officer
Tom Perkins Perkins Investment Management LLC Director
Peter Thompson Perkins Investment Management LLC Chairman of the Board and Chief
Executive Officer
</Table>
--------
(1) Effective upon the hiring of Richard Weil, Mr. Armour resigned his positions
with Janus Capital Group Inc. and its subsidiaries effective January 31,
2010, although he continues to serve as a director of Janus Capital Group
Inc.
(2) Mr. Black resigned his positions with Janus Capital Group Inc. and its
subsidiaries effective July 13, 2009.
(3) Mr. Charles resigned his positions with Janus Capital Group Inc. and its
subsidiaries effective March 5, 2010.
(4) Mr. Martellaro resigned his positions with Janus Capital Group Inc. and its
subsidiaries effective October 31, 2009.
F-3
APPENDIX G
JANUS INVESTMENT FUND
[FORM OF AMENDED AND RESTATED]
INVESTMENT ADVISORY AGREEMENT
JANUS GLOBAL REAL ESTATE FUND
THIS [AMENDED AND RESTATED] INVESTMENT ADVISORY AGREEMENT (the "Agreement")
is made this [[][6th day of July, 2009, as amended [][1st day of July, 2010],]
between JANUS INVESTMENT FUND, a Massachusetts business trust (the "Trust"), and
JANUS CAPITAL MANAGEMENT LLC, a Delaware limited liability company ("JCM").
WITNESSETH:
WHEREAS, the Trust is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act"),
and has registered its shares for public offering under the Securities Act of
1933, as amended (the "1933 Act"); and
WHEREAS, the Trust is authorized to create separate funds, each with its
own separate investment portfolio of which the beneficial interests are
represented by a separate series of shares; one of such funds created by the
Trust being designated as the Janus Global Real Estate Fund (the "Fund"); and
WHEREAS, the Trust and JCM deem it mutually advantageous that JCM should be
appointed as investment adviser to the Fund.
NOW, THEREFORE, the parties agree as follows:
1. Appointment. The Trust hereby appoints JCM as investment adviser and
manager with respect to the Fund for the period and on the terms set forth in
this Agreement. JCM hereby accepts such appointment and agrees to render the
services herein set forth, for the compensation herein provided.
2. Investment Advisory Services. JCM shall determine the securities or
other assets to be purchased, sold or held and shall place orders for the
purchase or sale of such securities or other assets with brokers, dealers or
others. JCM shall furnish continuous advice and recommendations to the Fund, and
have authority to act with respect thereto, as to the acquisition, holding, or
disposition of any or all of the securities or other assets which the Fund may
own or contemplate acquiring from time to time. JCM shall give due consideration
to the investment policies and restrictions and the other statements concerning
the Fund in the Amended and Restated Agreement and Declaration of Trust
("Declaration of Trust"), Amended and Restated Bylaws ("Bylaws"), and
registration statements under the 1940 Act and the 1933 Act, and to the
provisions of the Internal Revenue Code, as amended from time to time,
applicable to the Fund as a regulated
G-1
investment company. In addition, JCM shall cause its officers to attend meetings
and furnish oral or written reports, as the Trust may reasonably require, in
order to keep the Trustees and appropriate officers of the Trust fully informed
as to the condition of the investment portfolio of the Fund.
3. Other Services. JCM is hereby authorized (to the extent the Trust has
not otherwise contracted) but not obligated (to the extent it so notifies the
Trustees at least 60 days in advance), to perform (or arrange for the
performance by affiliates of) the management and administrative services
necessary for the operation of the Fund. JCM is specifically authorized, on
behalf of the Trust, 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 JCM to be
necessary or desirable. JCM shall generally monitor and report to Fund officers
the Fund's compliance with investment policies and restrictions as set forth in
the currently effective prospectus and statement of additional information
relating to the shares of the Fund under the 1933 Act. JCM shall make reports to
the Trustees of its performance of services hereunder upon request therefor and
furnish advice and recommendations with respect to such other aspects of the
business and affairs of the Fund as it shall determine to be desirable. JCM is
also authorized, subject to review by the Trustees, to furnish such other
services as JCM shall from time to time determine to be necessary or useful to
perform the services contemplated by this Agreement.
4. Obligations of Trust. The Trust shall have the following obligations
under this Agreement:
(a) to keep JCM continuously and fully informed as to the composition of
its investment portfolio and the nature of all of its assets and
liabilities from time to time;
(b) to furnish JCM with a certified copy of any financial statement or
report prepared for it by certified or independent public
accountants and with copies of any financial statements or reports
made to its shareholders or to any governmental body or securities
exchange;
(c) to furnish JCM with any further materials or information which JCM
may reasonably request to enable it to perform its function under
this Agreement; and
(d) to compensate JCM for its services and reimburse JCM for its
expenses incurred hereunder in accordance with the provisions
hereof.
5. Compensation. The Trust shall pay to JCM for its services pursuant to
this Agreement a monthly base fee of 1/12 of 0.75% of the average daily closing
net asset value of the Fund ("Base Fee"), adjusted by a performance fee as set
forth in Schedule A. For any period less than a month during which this
Agreement is in effect, the Base Fee shall be prorated according to the
proportion which such period bears to a full month of 28, 29, 30 or 31 days, as
the case may be.
G-2
6. Expenses Borne by JCM. In addition to the expenses which JCM may incur
in the performance of its investment advisory functions and other services under
this Agreement, and the expenses which it may expressly undertake to incur and
pay under other agreements with the Trust or otherwise, JCM shall incur and pay
the following expenses relating to the Fund's operations without reimbursement
from the Fund:
(a) Reasonable compensation, fees and related expenses of the Trust's
officers and its Trustees, except for such Trustees who are not
"interested persons," as defined in the 1940 Act, of JCM, and except as
otherwise provided in Section 7; and
(b) Rental of offices of the Trust.
7. Expenses Borne by the Trust. The Trust assumes and shall pay all
expenses incidental to its organization, operations and business not
specifically assumed or agreed to be paid by JCM pursuant to Sections 3 and 6
hereof, including, but not limited to, investment adviser fees; any
compensation, fees, or reimbursements which the Trust pays to its Trustees who
are not "interested persons," as defined in the 1940 Act, of JCM; compensation
and related expenses of the Chief Compliance Officer of the Trust and compliance
staff, as authorized from time to time by the Trustees of the Trust;
compensation of the Fund's custodian, transfer agent, registrar and dividend
disbursing agent; legal, accounting, audit and printing expenses;
administrative, clerical, recordkeeping and bookkeeping expenses; brokerage
commissions and all other expenses in connection with execution of portfolio
transactions (including any appropriate commissions paid to JCM or its
affiliates for effecting exchange listed, over-the-counter or other securities
transactions); interest; all federal, state and local taxes (including stamp,
excise, income and franchise taxes); costs of stock certificates and expenses of
delivering such certificates to purchasers thereof; expenses of local
representation in Massachusetts; expenses of shareholders' meetings and of
preparing, printing and distributing proxy statements, notices, and reports to
shareholders; expenses of preparing and filing reports and tax returns with
federal and state regulatory authorities; all expenses incurred in complying
with all federal and state laws and the laws of any foreign country applicable
to the issue, offer, or sale of shares of the Fund, including, but not limited
to, all costs involved in the registration or qualification of shares of the
Fund for sale in any jurisdiction, the costs of portfolio pricing services and
compliance systems, and all costs involved in preparing, printing and mailing
prospectuses and statements of additional information to Fund shareholders; and
all fees, dues and other expenses incurred by the Trust in connection with the
membership of the Trust in any trade association or other investment company
organization.
8. Termination. This Agreement may be terminated at any time, without
penalty, by the Trustees of the Trust, or by the shareholders of the Fund acting
by vote of at least a majority of its outstanding voting securities, provided in
either case that sixty (60) days advance written notice of termination be given
to JCM at its principal place of business. This Agreement may be terminated by
JCM at any time, without penalty, by giving sixty (60) days advance written
notice of termination to the Trust, addressed to its principal place of
business. The Trust agrees that, consistent with the terms of the Declaration of
Trust, the Trust shall cease to use the name "Janus" in connection with the Fund
as soon
G-3
as reasonably practicable following any termination of this Agreement if JCM
does not continue to provide investment advice to the Fund after such
termination.
9. Assignment. This Agreement shall terminate automatically in the event
of any assignment of this Agreement.
10. Term. This Agreement shall continue in effect until February 1,
[2010][2011], unless sooner terminated in accordance with its terms, and shall
continue in effect from year to year thereafter only so long as such continuance
is specifically approved at least annually by (a) the vote of a majority of the
Trustees of the Trust who are not parties hereto or interested persons of any
such party, cast in person at a meeting called for the purpose of voting on the
approval of the terms of such renewal, and (b) either the Trustees of the Trust
or the affirmative vote of a majority of the outstanding voting securities of
the Fund. The annual approvals provided for herein shall be effective to
continue this Agreement from year to year if given within a period beginning not
more than ninety (90) days prior to February 1 of each applicable year,
notwithstanding the fact that more than three hundred sixty-five (365) days may
have elapsed since the date on which such approval was last given.
11. Amendments. This Agreement may be amended by the parties only if such
amendment is specifically approved (i) by a majority of the Trustees, including
a majority of the Trustees who are not interested persons (as that phrase is
defined in Section 2(a)(19) of the 1940 Act) of any party to this Agreement and,
if required by applicable law, (ii) by the affirmative vote of a majority of the
outstanding voting securities of the Fund (as that phrase is defined in Section
2(a)(42) of the 1940 Act).
12. Other Series. The Trustees shall determine the basis for making an
appropriate allocation of the Trust's expenses (other than those directly
attributable to the Fund) between the Fund and the other series of the Trust.
13. Limitation of Personal Liability. All the parties hereto acknowledge
and agree that all liabilities of the Trust arising, directly or indirectly,
under this Agreement, of any and every nature whatsoever, shall be satisfied
solely out of the assets of the Fund and that no Trustee, officer or holder of
shares of beneficial interest of the Trust shall be personally liable for any of
the foregoing liabilities. The Declaration of Trust describes in detail the
respective responsibilities and limitations on liability of the Trustees,
officers and holders of shares of beneficial interest of the Trust.
14. Limitation of Liability of JCM. JCM shall not be liable for any error
of judgment or mistake of law or for any loss arising out of any investment or
for any act or omission taken with respect to the Trust, except for willful
misfeasance, bad faith or gross negligence in the performance of its duties, or
by reason of reckless disregard of its obligations and duties hereunder and
except to the extent otherwise provided by law. As used in this Section 14,
"JCM" shall include any affiliate of JCM performing services for the Trust
contemplated hereunder and directors, officers and employees of JCM and such
affiliates.
G-4
15. Activities of JCM. The services of JCM to the Trust hereunder are not
to be deemed to be exclusive, and JCM and its affiliates are free to render
services to other parties. It is understood that trustees, officers and
shareholders of the Trust are or may become interested in JCM as directors,
officers and shareholders of JCM, that directors, officers, employees and
shareholders of JCM are or may become similarly interested in the Trust, and
that JCM may become interested in the Trust as a shareholder or otherwise.
16. Certain Definitions. The terms "vote of a majority of the outstanding
voting securities," "assignment" and "interested persons" when used herein,
shall have the respective meanings specified in the 1940 Act, as now in effect
or hereafter amended, and the rules and regulations thereunder, subject to such
orders, exemptions and interpretations as may be issued by the Securities and
Exchange Commission under said Act and as may be then in effect.
17. Governing Law. This Agreement shall be construed in accordance with
the laws of the State of Colorado (without giving effect to the conflicts of
laws principles thereof) and the 1940 Act. To the extent that the applicable
laws of the State of Colorado conflict with the applicable provisions of the
1940 Act, the latter shall control.
This Agreement shall supercede all prior investment advisory agreements
entered into between JCM and the Trust, on behalf of the Fund.
IN WITNESS WHEREOF, the parties have caused their duly authorized officers
to execute this Investment Advisory Agreement as of the [amended] date and year
first above written.
JANUS CAPITAL MANAGEMENT LLC
By:
------------------------------------
Name:
Title:
JANUS INVESTMENT FUND
By:
------------------------------------
Name:
Title:
G-5
SCHEDULE A
PERFORMANCE ADJUSTMENT
[COMMENCING WITH THE MONTHLY FEE PAYABLE FOR [JULY 2010])]
The [monthly fee shall consist of the] Base Fee [shall be][as] adjusted
[monthly ]based upon the investment performance of the Fund's Class A Shares
(waiving the upfront sales load) ("Class A Shares") and/or the investment
performance of the Janus Adviser Global Real Estate Fund's (the "Predecessor
Fund") Class A Shares (waiving the upfront sales load) (the "Predecessor Class A
Shares," and together with Class A Shares, the "Shares"), as described below, in
relation to the cumulative investment record of [the Fund's][one or more]
benchmark [indexes][the FTSE EPRA/NAREIT Global Real Estate Index (the
"Index"),] over the "Performance Period" (such adjustment being referred to
herein as the "Performance Adjustment") [as described below]. The "Performance
Period" is defined as the shorter of (a) the period from December 1, 2007
through the end of the month [preceding the month] for which the fee is being
calculated, [and][or] (b) the 36 month period preceding [the end of ]the month
for which the fee is being calculated.
The Base Fee of the Fund shall be adjusted based on the investment
performance of Class A Shares commencing on July 6, 2009. For any measurement
period prior to July 6, 2009, the Base Fee for the Fund shall be adjusted based
on the investment performance of the Predecessor Class A Shares. Therefore, in
calculating the Performance Adjustment for any Performance Period that commences
prior to July 6, 2009, the investment performance of the Predecessor Class A
Shares shall be used, and, for any Performance Period that ends after July 5,
2009, the investment performance of the Class A Shares shall be used for that
portion of the period subsequent to that date.
[The FTSE EPRA/NAREIT Developed Real Estate Index (the "Prior Index") is
the benchmark through [June 30, 2010]; and the FTSE EPRA/NAREIT Global Real
Estate Index (the "Successor Index") is the benchmark commencing [July 1, 2010].
Therefore, in calculating the Performance Adjustment for any Performance Period
that commences prior to [July 1, 2010], the Prior Index shall be used for that
portion of the period preceding that date, and, for any Performance Period that
ends after [June 30, 2010], the Successor Index shall be used for that portion
of the period subsequent to that date.]
[The Performance Adjustment shall be calculated by subtracting the
investment record of the Index from the investment performance of the Shares. If
there is less than a 0.50% difference (plus or minus) between the investment
performance of the Shares and the investment record of the Index, the Fund pays
JCM the Base Fee with no adjustment. If the difference between the investment
performance of the Shares and the investment record of the Index is 0.50% or
greater during any Performance Period, the Base Fee will be subject to an upward
or downward performance adjustment of 1/12 of 0.01875% for every full 0.50%
increment by which the Shares outperform or underperform the Index. The maximum
percentage used in calculating the Performance Adjustment (positive or negative)
in any month is 1/12 of 0.15%. The Performance Adjustment is applied against the
Fund's average daily net assets during the Performance Period.]
G-6
[The Performance Adjustment for any month commencing in [July 2010] shall
be derived from the difference between: (1) the positive or negative Total
Return of the Shares of the Fund over the Performance Period ending at the end
of the next preceding month, less (2) the positive or negative percentage change
in the benchmark index over that period (or sum of the percentage changes in the
benchmark indexes if two benchmarks are used during that period). If the
difference is less than a positive or negative 0.50%, the Fund shall pay the
Base Fee for that month, without a Performance Adjustment. If the difference is
0.50% or more, the Fund shall pay the Base Fee plus or minus a Performance
Adjustment of 1/12 of 0.01875% for each full positive or negative 0.50% of the
Performance Adjustment multiplied by the average daily net assets of the Fund
during the Performance Period, provided, however, that a Performance Adjustment
for any month shall not exceed 1/12 of 0.15% of the average net assets during
the Performance Period.]
For purposes of computing the Base Fee and [the][any] Performance
Adjustment, net assets are averaged over different periods (average daily net
assets during the relevant month for the Base Fee versus average daily net
assets during the Performance Period for the Performance Adjustment). The Base
Fee is calculated and accrued daily. The Performance Adjustment is calculated
monthly in arrears and is accrued evenly each day throughout the month. The
investment advisory fee is paid monthly in arrears.
The average daily net asset value of the Fund, or any class thereof, shall
be determined in the manner set forth in the Trust's Declaration of Trust,
Bylaws and registration statement, each as may be amended from time to time.
The [investment performance][Total Return] of the Shares will be the sum
of:
(1) the change in [Shares' ][the] net asset value [("NAV") ]per share [of
the Shares ("NAV")] during the Performance Period; plus
(2) the value of the [Shares' ][per share] [cash ]distributions [per share
]accumulated [to][on] the [end of][Shares during] the Performance Period; plus
(3) the value of capital gains taxes per share paid or payable on
undistributed realized long-term capital gains accumulated to the end of the
Performance Period;
expressed as a percentage of the Shares' NAV per share at the beginning of the
Performance Period. For this purpose, the value of distributions per share of
realized capital gains, of dividends per share paid from investment income and
of capital gains taxes per share paid or payable on undistributed realized long-
term capital gains shall be treated as reinvested in the Shares at the NAV in
effect at the close of business on the record date for the payment of such
distributions and dividends and the date on which provision is made for such
taxes, after giving effect to such distributions, dividends and taxes.
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The [investment record of the Index][change in the benchmark index or
indexes] will be the sum of:
(1) the change in the level of the [Index][index (or the blended change in
the level of the indexes, as applicable)] during the Performance Period; plus
(2) the value, computed consistently with the [Index][index], of cash
distributions made by companies whose securities comprise the [Index][index]
accumulated to the end of the Performance Period [(or, as applicable, the value
of cash distributions made by companies whose securities comprise the Prior
Index, accumulated through [June 30, 2010], plus the value of cash distributions
made by companies whose securities comprise the Successor Index, accumulated on
or after [July 1, 2010] to the end of the Performance Period, in each computed
consistently with the respective index),] expressed as a percentage of the
[Index][index] level at the beginning of the Performance Period. For this
purpose, cash distributions on the securities which comprise the [Index][index]
shall be treated as reinvested in the [Index][index] at least as frequently as
the end of each calendar quarter following the payment of the dividend.
The Trustees have designated the Shares to be used for purposes of
determining the Performance Adjustment for Performance Periods as described in
this Schedule A. From time to time, the Trustees may, by vote of the Trustees of
the Trust voting in person, including a majority of the Trustees who are not
parties to this Agreement or "interested persons" (as defined in the 1940 Act)
of any such parties, determine that a class of shares of the Fund other than the
Shares is the most appropriate for use in calculating the Performance
Adjustment. If a different class of shares ("Successor Class") is substituted in
calculating the Performance Adjustment, the use of that Successor Class of
shares for purposes of calculating the Performance Adjustment may apply to the
entire Performance Period so long as such Successor Class was outstanding at the
beginning of such period. If the Successor Class of shares was not outstanding
for all or a portion of the Performance Period, it may only be used in
calculating that portion of the Performance Adjustment attributable to the
period during which such Successor Class was outstanding and any prior portion
of the Performance Period shall be calculated using the class of shares
previously designated.
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APPENDIX H
FORM OF SUB-ADVISORY AGREEMENT
PERKINS GLOBAL VALUE FUND
(A SERIES OF JANUS INVESTMENT FUND)
This SUB-ADVISORY AGREEMENT (the "Agreement") is entered into effective as
of this [1st of July, 2010], by and between JANUS CAPITAL MANAGEMENT LLC, a
Delaware limited liability company ("Janus") and PERKINS INVESTMENT MANAGEMENT
LLC a Delaware limited liability company ("Perkins").
WHEREAS, Janus has entered into an Investment Advisory Agreement (the
"Advisory Agreement") with Janus Investment Fund, a Massachusetts business trust
(the "Trust") and an open-end, management investment company registered under
the Investment Company Act of 1940, as amended (the "1940 Act"), with respect to
Perkins Global Value Fund, a series of the Trust (the "Fund") pursuant to which
Janus has agreed to provide investment advisory services with respect to the
Fund; and
WHEREAS, Perkins is engaged in the business of rendering investment
advisory services and is registered as an investment adviser under the
Investment Advisers Act of 1940, as amended (the "Advisers Act"); and
WHEREAS, Janus desires to retain Perkins to furnish investment advisory
services with respect to the Fund, and Perkins is willing to furnish such
services;
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Duties of Perkins. Janus hereby engages the services of Perkins as
subadviser in furtherance of the Advisory Agreement. Perkins agrees to perform
the following duties, subject to the oversight of Janus and to the overall
control of the officers and the Board of Trustees (the "Trustees") of the Trust:
(a) Perkins shall manage the investment operations of the Fund and the
composition of its investment portfolio, shall determine without prior
consultation with the Trust or Janus, what securities and other assets
of the Fund will be acquired, held, disposed of or loaned, and shall
direct Janus with respect to the execution of trades in connection with
such determinations, in conformity with the investment objectives,
policies and restrictions and the other statements concerning the Fund
in the Trust's trust instrument, as amended from time to time (the
"Trust Instrument"), bylaws and registration statements under the 1940
Act and the Securities Act of 1933, as amended (the "1933 Act"), the
Advisers Act, the rules thereunder and all other applicable federal and
state laws and regulations, and the provisions of the Internal Revenue
Code of 1986, as amended (the "Code"), applicable to the Trust, on
behalf of the Fund, as a regulated investment company;
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(b) Perkins shall cause its officers to attend meetings and furnish oral or
written reports, as the Trust or Janus may reasonably require, in order
to keep Janus, the Trustees and appropriate officers of the Trust fully
informed as to the condition of the investment portfolio of the Fund,
the investment decisions of Perkins, and the investment considerations
which have given rise to those decisions;
(c) Perkins shall maintain all books and records required to be maintained
by Perkins pursuant to the 1940 Act, the Advisers Act, and the rules
and regulations promulgated thereunder, as the same may be amended from
time to time, with respect to transactions on behalf of the Fund, and
shall furnish the Trustees and Janus with such periodic and special
reports as the Trustees or Janus reasonably may request. Perkins hereby
agrees that all records which it maintains for the Fund or the Trust
are the property of the Trust, agrees to permit the reasonable
inspection thereof by the Trust or its designees and agrees to preserve
for the periods prescribed under the 1940 Act and the Advisers Act any
records which it maintains for the Trust and which are required to be
maintained under the 1940 Act and the Advisers Act, and further agrees
to surrender promptly to the Trust or its designees any records which
it maintains for the Trust upon request by the Trust;
(d) Perkins shall submit such reports relating to the valuation of the
Fund's assets and to otherwise assist in the calculation of the net
asset value of shares of the Fund as may reasonably be requested;
(e) Perkins shall provide Janus with such assistance and advice as Janus
may reasonably request as to the manner in which to exercise, on behalf
of the Fund, such voting rights, subscription rights, rights to consent
to corporate action and any other rights pertaining to the Fund's
assets that may be exercised, in accordance with any policy pertaining
to the same that may be adopted or agreed to by the Trustees of the
Trust, so that Janus may exercise such rights, or, in the event that
the Trust retains the right to exercise such voting and other rights,
to furnish the Trust with advice as may reasonably be requested as to
the manner in which such rights should be exercised;
(f) At such times as shall be reasonably requested by the Trustees or
Janus, Perkins shall provide the Trustees and Janus with economic,
operational and investment data and reports, including without
limitation all information and materials reasonably requested by or
requested to be delivered to the Trustees of the Trust pursuant to
Section 15(c) of the 1940 Act, and shall make available to the Trustees
and Janus any economic, statistical and investment services normally
available to similar investment company clients of Perkins; and
(g) Perkins will provide to Janus for regulatory filings and other
appropriate uses materially accurate and complete information relating
to Perkins as may be reasonably requested by Janus from time to time
and, notwithstanding anything herein to the contrary, Perkins shall be
liable to Janus for all damages,
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costs and expenses, including without limitation reasonable attorney's
fees (hereinafter referred to collectively as "Damages"), incurred by
Janus as a result of any material inaccuracies or omissions in such
information provided by Perkins to Janus, provided, however, that
Perkins shall not be liable to the extent that any Damages are based
upon inaccuracies or omissions made in reliance upon information
furnished to Perkins by Janus.
2. Further Obligations. In all matters relating to the performance of this
Agreement, Perkins shall act in conformity with the Trust's Trust Instrument,
bylaws and currently effective registration statements under the 1940 Act and
the 1933 Act and any amendments or supplements thereto (the "Registration
Statements") and with the written policies, procedures and guidelines of the
Fund, and written instructions and directions of the Trustees and Janus and
shall comply with the requirements of the 1940 Act, the Advisers Act, the rules
thereunder, and all other applicable federal and state laws and regulations.
Janus agrees to provide to Perkins copies of the Trust's Trust Instrument,
bylaws, Registration Statement, written policies, procedures and guidelines and
written instructions and directions of the Trustees and Janus, and any
amendments or supplements to any of them at, or, if practicable, before the time
such materials become effective.
3. Obligations of Janus. Janus shall have the following obligations under
this Agreement:
(a) To keep Perkins continuously and fully informed (or cause the custodian
of the Fund's assets to keep Perkins so informed) as to the composition
of the investment portfolio of the Fund and the nature of all of the
Fund's assets and liabilities from time to time;
(b) To furnish Perkins with a certified copy of any financial statement or
report prepared for the Fund by certified or independent public
accountants and with copies of any financial statements or reports made
to the Fund's shareholders or to any governmental body or securities
exchange;
(c) To furnish Perkins with any further materials or information which
Perkins may reasonably request to enable it to perform its function
under this Agreement; and
(d) To compensate Perkins for its services in accordance with the
provisions of Section 4 hereof.
4. Compensation. Janus shall pay to Perkins for its services under this
Agreement a fee equal to 50% of the advisory fee payable to Janus from the Fund
(net of any performance fee adjustment, reimbursement of expenses incurred or
fees waived by Janus). Fees paid to Perkins shall be computed and accrued daily
and payable monthly as of the last day of each month during which or part of
which this Agreement is in effect. For the month during which this Agreement
becomes effective and the month during which it terminates, however, there shall
be an appropriate proration of the fee payable for such month based on the
number of calendar days of such month during which this Agreement is effective.
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5. Expenses. Perkins shall pay all its own costs and expenses incurred in
rendering its service under this Agreement.
6. Representations of Perkins. Perkins hereby represents, warrants and
covenants to Janus as follows:
(a) Perkins: (i) is registered as an investment adviser under the Advisers
Act and will continue to be so registered for so long as this Agreement
remains in effect; (ii) is not prohibited by the 1940 Act or the
Advisers Act from performing the services contemplated by this
Agreement; (iii) has met, and will continue to meet for so long as this
Agreement remains in effect, any other applicable federal or state
requirements, or the applicable requirements of any regulatory or
industry self-regulatory organization necessary to be met in order to
perform the services contemplated by this Agreement; (iv) has the legal
and corporate authority to enter into and perform the services
contemplated by this Agreement; and (v) will immediately notify Janus
of the occurrence of any event that would disqualify Perkins from
serving as an investment adviser of an investment company pursuant to
Section 9(a) of the 1940 Act or otherwise, and of the institution of
any administrative, regulatory or judicial proceeding against Perkins
that could have a material adverse effect upon Perkins' ability to
fulfill its obligations under this Agreement.
(b) Perkins has adopted a written code of ethics complying with the
requirements of Rule 17j-1 under the 1940 Act and, to the extent it is
a separate Code of Ethics from that of Janus, will provide Janus with a
copy of such code of ethics, together with evidence of its adoption,
and any material changes thereto. Within 45 days after the end of the
last calendar quarter of each year that this Agreement is in effect,
the president or a vice president of Perkins shall certify to Janus
that Perkins has complied with the requirements of Rule 17j-1 during
the previous year and that there has been no violation of Perkins' code
of ethics or, if such a violation has occurred, that appropriate action
was taken in response to such violation. Upon the written request of
Janus, Perkins shall permit Janus, its employees or its agents to
examine the reports required to be made to Perkins by Rule 17j-1(c)(1)
and all other records relevant to Perkins' code of ethics.
(c) Perkins has provided Janus with a copy of its Form ADV as most recently
filed with the U.S. Securities and Exchange Commission ("SEC") and
will, promptly after filing any amendment to its Form ADV with the SEC,
furnish a copy of such amendment to Janus.
7. Term. This Agreement shall become effective as of the date first set
forth above and shall continue in effect until February 1, 2012, unless sooner
terminated in accordance with its terms, and shall continue in effect from year
to year thereafter only so long as such continuance is specifically approved at
least annually by (a) the vote of a majority of the Trustees of the Trust who
are not parties hereto or interested persons of the Trust, Janus or Perkins,
cast in person at a meeting called for the purpose of voting on
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the approval of the terms of such renewal, and (b) either the Trustees of the
Trust or the affirmative vote of a majority of the outstanding voting securities
of the Fund. The annual approvals provided for herein shall be effective to
continue this Agreement from year to year if given within a period beginning not
more than ninety (90) days prior to February 1 of each applicable year,
notwithstanding the fact that more than three hundred sixty-five (365) days may
have elapsed since the date on which such approval was last given.
8. Termination. This Agreement may be terminated at any time, without
penalty, by the Trustees or by the shareholders of the Fund acting by vote of at
least a majority of its outstanding voting securities, provided in any such case
that 90 days' advance written notice of termination be given to Perkins at its
principal place of business. This Agreement may be terminated (i) by Janus at
any time, without penalty by giving 90 days' advance written notice of
termination to Perkins; (ii) by Perkins at any time, without penalty by giving
90 days' advance notice to Janus and the Trust, unless Janus or the Trust
requests additional time to find a replacement for Perkins, in which case
Perkins shall allow the additional time requested by Janus or the Trust not to
exceed 90 days' beyond the initial 90 days' notice period unless otherwise
agreed to by Janus, the Trust and Perkins; or (iii) by Janus or the Trust
without advance notice if Perkins becomes unable to discharge its duties and
obligations under this Agreement. In addition, this Agreement shall terminate,
without penalty, upon the termination of the Advisory Agreement.
9. Assignment. This Agreement shall automatically terminate in the event
of its assignment.
10. Amendments. This Agreement may be amended by the parties only in a
written instrument signed by the parties to this Agreement and only if such
amendment is specifically approved (i) by a majority of the Trustees, including
a majority of the Trustees who are not interested persons (as that phrase is
defined in Section 2(a)(19) of the 1940 Act) of the Trust or Janus, Perkins or
their affiliates, and (ii) if required by applicable law, by the affirmative
vote of a majority of the outstanding voting securities of the Fund (as that
phrase is defined in Section 2(a)(42) of the 1940 Act).
11. Limitation on Personal Liability. All parties to this Agreement
acknowledge and agree that the Trust is a series trust and all debts,
liabilities, obligations and expenses incurred, contracted for or otherwise
existing with respect to a particular series shall be enforceable against the
assets held with respect to such series only, and not against the assets of the
Trust generally or against the assets held with respect to any other series and
further that no Trustee, officer or holder of shares of beneficial interest of
the Trust shall be personally liable for any of the foregoing.
12. Limitation of Liability of Perkins. Janus will not seek to hold
Perkins, and Perkins shall not be, liable for any error of judgment or mistake
of law or for any loss arising out of any investment or for any act or omission
taken with respect to the Fund, except for willful misfeasance, bad faith or
gross negligence in the performance of its duties, or by reason of reckless
disregard of its obligations and duties hereunder and
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except to the extent otherwise provided by law. As used in this section,
"Perkins" shall include any affiliate of Perkins performing services for the
Fund contemplated hereunder and directors, officers and employees of Perkins and
such affiliates.
13. Activities of Perkins. The services of Perkins hereunder are not to be
deemed to be exclusive, and Perkins is free to render services to other parties,
so long as its services under this Agreement are not materially adversely
affected or otherwise impaired thereby. Nothing in this Agreement shall limit or
restrict the right of any director, officer or employee of Perkins to engage in
any other business or to devote his or her time and attention in part to the
management or other aspects of any other business, whether of a similar or a
dissimilar nature. It is understood that Trustees, officers and shareholders of
the Trust are or may become interested in Perkins as directors, officers and
shareholders of Perkins, that directors, officers, employees and shareholders of
Perkins are or may become similarly interested in the Trust, and that Perkins
may become interested in the Trust as a shareholder or otherwise.
14. Third Party Beneficiary. The parties expressly acknowledge and agree
that the Trust is a third party beneficiary of this Agreement and that the Trust
shall have the full right to sue upon and enforce this Agreement in accordance
with its terms as if it were a signatory hereto. Any oversight, monitoring or
evaluation of the activities of Perkins by Janus, the Trust or the Fund shall
not diminish or relieve in any way the liability of Perkins for any of its
duties and responsibilities under this Agreement.
15. Notices. Any notice or other communication required to be given
pursuant to this Agreement shall be deemed duly given if delivered personally or
by overnight delivery service or mailed by certified or registered mail, return
receipt requested and postage prepaid, or sent by facsimile addressed to the
parties at their respective addresses set forth below, or at such other address
as shall be designated by any party in a written notice to the other party.
(a) To Janus at:
Janus Capital Management LLC
151 Detroit Street
Denver, Colorado 80206
Attention: General Counsel
Phone: (303) 333-3863
Fax: (303) 316-5728
(b) To Perkins at:
Perkins Investment Management LLC
311 South Wacker Drive, Suite 6000
Chicago, Illinois 60606
Attention: President
Phone: (312) 922-0355
Fax: (312) 922-0418
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(c) To the Trust at:
Janus Investment Fund
151 Detroit Street
Denver, Colorado 80206
Attention: Chief Legal Counsel
Phone: (303) 333-3863
Fax: (303) 316-5728
Certain Definitions. The terms "vote of a majority of the outstanding
voting securities," "assignment," "approved at least annually," and
"interested persons" shall have the respective meanings specified in
the 1940 Act, as now in effect or hereafter amended, and the rules and
regulations thereunder, subject to such orders, exemptions and
interpretations as may be issued by the SEC under the 1940 Act and as
may be then in effect.
16. Governing Law. This Agreement shall be construed in accordance with
the laws of the State of Colorado (without giving effect to the conflicts of
laws principles thereof) and the 1940 Act. To the extent that the applicable
laws of the State of Colorado conflict with the applicable provisions of the
1940 Act, the latter shall control.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
by their duly authorized officers designated below as of the day and year first
above written.
JANUS CAPITAL MANAGEMENT LLC
By:
------------------------------------
Name:
Title:
PERKINS INVESTMENT
MANAGEMENT LLC
By:
------------------------------------
Name:
Title:
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APPENDIX I
JANUS INVESTMENT FUND
[FORM OF AMENDED AND RESTATED]
INVESTMENT ADVISORY AGREEMENT
JANUS GLOBAL OPPORTUNITIES FUND
THIS [AMENDED AND RESTATED] INVESTMENT ADVISORY AGREEMENT (the "Agreement")
is made this [[]1(st)day of July, [2004][2010]], [as amended this 1(st) day of
February 2006], between JANUS INVESTMENT FUND, a Massachusetts business trust
(the "Trust"), and JANUS CAPITAL MANAGEMENT LLC, a Delaware limited liability
company ("JCM").
W I T N E S S E T H:
WHEREAS, the Trust is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act"),
and has registered its shares for public offering under the Securities Act of
1933, as amended (the "1933 Act"); and
WHEREAS, the Trust is authorized to create separate funds, each with its
own separate investment portfolio of which the beneficial interests are
represented by a separate series of shares; one of such funds created by the
Trust being designated as the Janus Global Opportunities Fund (the "Fund"); and
WHEREAS, the Trust and JCM deem it mutually advantageous that JCM should be
appointed as investment adviser to the Fund.
NOW, THEREFORE, the parties agree as follows:
1. Appointment. The Trust hereby appoints JCM as investment adviser
and manager with respect to the Fund for the period and on the terms set
forth in this Agreement. JCM hereby accepts such appointment and agrees to
render the services herein set forth, for the compensation herein provided.
2. Investment Advisory Services. JCM shall determine the securities or
other assets to be purchased, sold or held and shall place orders for the
purchase or sale of such securities or other assets with brokers, dealers
or others. JCM shall furnish continuous advice and recommendations to the
Fund, and have authority to act with respect thereto, as to the
acquisition, holding, or disposition of any or all of the securities or
other assets which the Fund may own or contemplate acquiring from time to
time. JCM shall give due consideration to the investment policies and
restrictions and the other statements concerning the Fund in the Trust
Instrument, bylaws, and registration statements under the 1940 Act and the
1933 Act, and to the provisions of the Internal Revenue Code, as amended
from time to time, applicable to the Fund as a regulated investment
company. In addition, JCM shall cause its
I-1
officers to attend meetings and furnish oral or written reports, as the
Trust may reasonably require, in order to keep the Trustees and appropriate
officers of the Trust fully informed as to the condition of the investment
portfolio of the Fund[, the investment recommendations of JCM, and the
investment considerations which have given rise to those recommendations.
Subject to the approval of the Trustees of the Trust and, if required, the
shareholders of the Fund, JCM is authorized to engage one or more
subadvisers in connection with JCM's duties and responsibilities under this
Agreement, which subadvisers may be affiliates of JCM].
3. Other Services. JCM is hereby authorized (to the extent the Trust
has not otherwise contracted) but not obligated (to the extent it so
notifies the Trustees at least 60 days in advance), to perform (or arrange
for the performance by affiliates of [or duly appointed subadvisers or
affiliates of]) the management and administrative services necessary for
the operation of the Fund. JCM is specifically authorized, on behalf of the
Trust, 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 JCM to be
necessary or desirable. JCM shall generally monitor and report to the
Fund's officers the Fund's compliance with investment policies and
restrictions as set forth in the currently effective prospectus and
statement of additional information relating to the shares of the Fund
under 1933 Act. JCM shall make reports to the Trustees of its performance
of services hereunder upon request therefor and furnish advice and
recommendations with respect to such other aspects of the business and
affairs of the Fund as it shall determine to be desirable. JCM is also
authorized, subject to review by the Trustees, to furnish such other
services as JCM shall from time to time determine to be necessary or useful
to perform the services contemplated by this Agreement.
4. Obligations of Trust. The Trust shall have the following
obligations under this Agreement:
(a) to keep JCM continuously and fully informed as to the
composition of its investment portfolio and the nature of all of its
assets and liabilities from time to time;
(b) to furnish JCM with a certified copy of any financial
statement or report prepared for it by certified or independent public
accountants and with copies of any financial statements or reports
made to its shareholders or to any governmental body or securities
exchange;
(c) to furnish JCM with any further materials or information
which JCM may reasonably request to enable it to perform its function
under this Agreement; and
(d) to compensate JCM for its services and reimburse JCM for its
expenses incurred hereunder in accordance with the provisions hereof.
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5. Compensation. The Trust shall pay to JCM for its services pursuant
to this Agreement a fee, calculated and payable for each day that this
Agreement is in effect, of 1/365 of 0.64% of the daily closing net asset
value of the Fund (1/366 of 0.64% of the daily closing net asset value of
the Fund in a leap year). The fee shall be paid monthly.
6. Expenses Borne by JCM. In addition to the expenses which JCM may
incur in the performance of its investment advisory functions and other
services under this Agreement, and the expenses which it may expressly
undertake to incur and pay under other agreements with the Trust or
otherwise, JCM shall incur and pay the following expenses relating to the
Fund's operations without reimbursement from the Fund:
(a) Reasonable compensation, fees and related expenses of the
Trust's officers and its Trustees, except for such Trustees who are
not "interested persons," as defined in the 1940 Act, of JCM, and
except as otherwise provided in Section 7; [and]
(b) Rental of offices of the Trust[; and]
[(c) Fees of any subadviser engaged by JCM pursuant to the
authority granted in Section 2 hereof].
7. Expenses Borne by the Trust. The Trust assumes and shall pay all
expenses incidental to its organization, operations and business not
specifically assumed or agreed to be paid by JCM pursuant to Sections 3 and
6 hereof, including, but not limited to, investment adviser fees; any
compensation, fees, or reimbursements which the Trust pays to its Trustees
who are not "interested persons," as defined in the 1940 Act, of JCM;
compensation and related expenses of the Chief Compliance Officer of the
Trust and compliance staff, as authorized from time to time by the Trustees
of the Trust; compensation of the Fund's custodian, transfer agent,
registrar and dividend disbursing agent; legal, accounting, audit and
printing expenses; administrative, clerical, recordkeeping and bookkeeping
expenses; brokerage commissions and all other expenses in connection with
execution of portfolio transactions (including any appropriate commissions
paid to JCM or its affiliates for effecting exchange listed, over-the-
counter or other securities transactions); interest; all federal, state and
local taxes (including stamp, excise, income and franchise taxes); costs of
stock certificates and expenses of delivering such certificates to
purchasers thereof; expenses of local representation in Massachusetts;
expenses of shareholders' meetings and of preparing, printing and
distributing proxy statements, notices, and reports to shareholders;
expenses of preparing and filing reports and tax returns with federal and
state regulatory authorities; all expenses incurred in complying with all
federal and state laws and the laws of any foreign country applicable to
the issue, offer, or sale of shares of the Fund, including, but not limited
to, all costs involved in the registration or qualification of shares of
the Fund for sale in any jurisdiction, the costs of portfolio pricing
services and compliance systems, and all costs involved in preparing,
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printing and mailing prospectuses and statements of additional information
to Fund shareholders; and all fees, dues and other expenses incurred by the
Trust in connection with the membership of the Trust in any trade
association or other investment company organization.
8. Termination. This Agreement may be terminated at any time, without
penalty, by the Trustees of the Trust, or by the shareholders of the Fund
acting by vote of at least a majority of its outstanding voting securities,
provided in either case that sixty (60) days advance written notice of
termination be given to JCM at its principal place of business. This
Agreement may be terminated by JCM at any time, without penalty, by giving
sixty (60) days advance written notice of termination to the Trust,
addressed to its principal place of business. The Trust agrees that,
consistent with the terms of the Trust Instrument, the Trust shall cease to
use the name "Janus" in connection with the Fund as soon as reasonably
practicable following any termination of this Agreement if JCM does not
continue to provide investment advice to the Fund after such termination.
9. Assignment. This Agreement shall terminate automatically in the
event of any assignment of this Agreement.
10. Term. This Agreement shall continue in effect until February 1,
[2007][2011], unless sooner terminated in accordance with its terms, and
shall continue in effect from year to year thereafter only so long as such
continuance is specifically approved at least annually by (a) the vote of a
majority of the Trustees of the Trust who are not parties hereto or
interested persons of any such party, cast in person at a meeting called
for the purpose of voting on the approval of the terms of such renewal, and
(b) either the Trustees of the Trust or the affirmative vote of a majority
of the outstanding voting securities of the Fund. The annual approvals
provided for herein shall be effective to continue this Agreement from year
to year if given within a period beginning not more than ninety (90) days
prior to February 1 of each applicable year, notwithstanding the fact that
more than three hundred sixty-five (365) days may have elapsed since the
date on which such approval was last given.
11. Amendments. This Agreement may be amended by the parties only if
such amendment is specifically approved (i) by a majority of the Trustees,
including a majority of the Trustees who are not interested persons (as
that phrase is defined in Section 2(a)(19) of the 1940 Act) of any party to
this Agreement and, if required by applicable law, (ii) by the affirmative
vote of a majority of the outstanding voting securities of the Fund (as
that phrase is defined in Section 2(a)(42) of the 1940 Act).
12. Other Series. The Trustees shall determine the basis for making an
appropriate allocation of the Trust's expenses (other than those directly
attributable to the Fund) between the Fund and the other series of the
Trust.
13. Limitation of Personal Liability. All the parties hereto
acknowledge and agree that all liabilities of the Trust arising, directly
or indirectly, under this
I-4
Agreement, of any and every nature whatsoever, shall be satisfied solely
out of the assets of the Fund and that no Trustee, officer or holder of
shares of beneficial interest of the Trust shall be personally liable for
any of the foregoing liabilities. The Trust Instrument describes in detail
the respective responsibilities and limitations on liability of the
Trustees, officers and holders of shares of beneficial interest of the
Trust.
14. Limitation of Liability of JCM. JCM shall not be liable for any
error of judgment or mistake of law or for any loss arising out of any
investment or for any act or omission taken with respect to the Trust,
except for willful misfeasance, bad faith or gross negligence in the
performance of its duties, or by reason of reckless disregard of its
obligations and duties hereunder and except to the extent otherwise
provided by law. As used in this Section 14, "JCM" shall include any
affiliate of JCM performing services for the Trust contemplated hereunder
and directors, officers and employees of JCM and such affiliates.
15. Activities of JCM. The services of JCM to the Trust hereunder are
not to be deemed to be exclusive, and JCM and its affiliates are free to
render services to other parties. It is understood that trustees, officers
and shareholders of the Trust are or may become interested in JCM as
directors, officers and shareholders of JCM, that directors, officers,
employees and shareholders of JCM are or may become similarly interested in
the Trust, and that JCM may become interested in the Trust as a shareholder
or otherwise.
16. Certain Definitions. The terms "vote of a majority of the
outstanding voting securities," "assignment" and "interested persons" when
used herein, shall have the respective meanings specified in the 1940 Act,
as now in effect or hereafter amended, and the rules and regulations
thereunder, subject to such orders, exemptions and interpretations as may
be issued by the Securities and Exchange Commission under said Act and as
may be then in effect.
17. Governing Law. This Agreement shall be construed in accordance
with the laws of the State of Colorado (without giving effect to the
conflicts of laws principles thereof) and the 1940 Act. To the extent that
the applicable laws of the State of Colorado conflict with the applicable
provisions of the 1940 Act, the latter shall control.
This Agreement shall supercede all prior investment advisory agreements
entered into between JCM and the Trust, on behalf of the Fund.
I-5
IN WITNESS WHEREOF, the parties have caused their duly authorized officers
to execute this Investment Advisory Agreement as of the amended date and year
first above written.
<Table>
JANUS CAPITAL MANAGEMENT LLC
By:
------------------------------
Name:
Title:
JANUS INVESTMENT FUND
By:
------------------------------
Name:
Title:
</Table>
I-6
APPENDIX J
OTHER FUNDS MANAGED BY PERKINS WITH SIMILAR
INVESTMENT OBJECTIVES
The following table lists certain information regarding funds with similar
investment objectives for which Perkins provides investment advisory or
subadvisory services. The table shows such fund's asset size as of December 31,
2009, the rate of compensation paid by that fund, and whether Perkins has
contractually agreed to waive or reduce compensation received from that fund.
<Table>
<Caption>
CONTRACTUAL
INVESTMENT
ASSET SIZE ADVISORY FEE
(IN $ FEES/BASE FEES WAIVERS OR
FUND OBJECTIVE MILLIONS) (ANNUAL RATE) REDUCTIONS
---- ------------------------------ ---------- -------------- ----------
Janus Aspen Perkins Mid Cap Value
Portfolio(1)..................... Seeks capital appreciation. 109.4 0.64%(2) 0.86%(3)
Perkins Large Cap Value Fund(1).... Seeks capital appreciation. 53.8 0.64%(4) 1.00%(5)
Perkins Mid Cap Value Fund(1)...... Seeks capital appreciation. 11,301.1 0.64%(6) 0.86%(5)
Perkins Small Cap Value Fund(1).... Seeks capital appreciation. 1,903.5 0.72%(4) 0.96%(5)
</Table>
--------
(1) Subadvised by Perkins Investment Management LLC.
(2) The Portfolio pays an investment advisory fee rate that adjusts up or down
based upon the Portfolio's performance relative to its benchmark index
during a measurement period. This fee rate, as of December 31, 2009, was
0.77%.
(3) Janus Capital has contractually agreed to waive the Portfolio's total annual
fund operating expenses (excluding any performance adjustments to management
fees, distribution and shareholder servicing fees applicable to Service
Shares, the administrative services fee applicable to Service Shares,
brokerage commissions, interest, dividends, taxes, and extraordinary
expenses including, but not limited to, acquired fund fees and expenses) to
a certain limit until at least May 1, 2011. The contractual waiver may be
terminated or modified at any time prior to this date at the discretion of
the Board of Trustees. The expense limit is described in the "Management
Expenses" section of the respective prospectus.
(4) The Fund pays an investment advisory fee rate that adjusts up or down based
upon the Fund's performance relative to its benchmark index during a
measurement period. Any applicable performance adjustment began January 1,
2010 for the Fund.
(5) Janus Capital has contractually agreed to waive the Fund's total annual fund
operating expenses (excluding any performance adjustments to management
fees, distribution and shareholder servicing fees (12b-1) applicable to
Class A Shares, Class C Shares, Class R Shares, and Class S Shares, the
administrative fees payable pursuant to the Transfer Agency Agreement
applicable to Class D Shares, Class L Shares, Class R Shares, Class S
Shares, and Class T Shares, brokerage commissions, interest, dividends,
taxes, and extraordinary expenses including, but not limited to, acquired
fund fees and expenses) to a certain limit until at least February 16, 2011.
The contractual waiver may be terminated or modified at any time prior to
this date at the discretion of the Board of Trustees. The expense limit is
described in the "Management Expenses" section of the respective prospectus.
(6) The Fund pays an investment advisory fee rate that adjusts up or down based
upon the Fund's performance relative to its benchmark index during a
measurement period. This fee rate, as of October 31, 2009, was 0.78%.
J-1
APPENDIX K
NUMBER OF OUTSTANDING SHARES AND NET ASSETS
The following table shows, as of the close of business on March 17, 2010,
the number of outstanding shares and net assets of each class of each Fund, as
applicable:
<Table>
<Caption>
TOTAL NUMBER
OF SHARES
FUND SHARE CLASS OUTSTANDING NET ASSETS
---- ---------------------------- ------------------ --------------
Janus Balanced Fund
Class A Shares.............. 17,332,524.3250 $ 439,726,142
Class C Shares.............. 13,576,058.7020 $ 344,153,088
Class D Shares.............. 38,870,809.6120 $ 986,152,440
Class I Shares.............. 7,703,270.6520 $ 195,354,944
Class R Shares.............. 3,253,603.5380 $ 82,478,850
Class S Shares.............. 24,163,853.1960 $ 613,036,956
Class T Shares.............. 116,849,844.4620 $2,963,312,056
Janus Contrarian Fund
Class A Shares.............. 5,445,648.5590 $ 76,729,188
Class C Shares.............. 4,983,399.1950 $ 69,817,423
Class D Shares.............. 159,463,091.7990 $2,250,024,225
Class I Shares.............. 7,142,188.3070 $ 100,776,277
Class R Shares.............. 215,420.7940 $ 3,028,816
Class S Shares.............. 602,913.0060 $ 8,495,044
Class T Shares.............. 135,499,341.1900 $1,911,895,704
Janus Enterprise Fund
Class A Shares.............. 1,619,077.9650 $ 81,261,523
Class C Shares.............. 494,449.2860 $ 24,677,964
Class D Shares.............. 16,252,179.6460 $ 816,672,027
Class I Shares.............. 10,537,636.3570 $ 530,148,485
Class R Shares.............. 1,030,192.4860 $ 51,561,134
Class S Shares.............. 4,636,643.1320 $ 232,481,287
Class T Shares.............. 17,891,519.6150 $ 899,048,861
Janus Flexible Bond Fund
Class A Shares.............. 25,394,309.9420 $ 267,656,027
Class C Shares.............. 19,107,487.8050 $ 201,583,996
Class D Shares.............. 59,331,768.2770 $ 625,356,838
Class I Shares.............. 61,047,990.4620 $ 643,445,819
Class R Shares.............. 496,974.5120 $ 5,243,081
Class S Shares.............. 5,979,628.8300 $ 63,085,084
Class T Shares.............. 56,217,721.1140 $ 592,534,781
</Table>
K-1
<Table>
<Caption>
TOTAL NUMBER
OF SHARES
FUND SHARE CLASS OUTSTANDING NET ASSETS
---- ---------------------------- ------------------ --------------
Janus Forty Fund
Class A Shares.............. 30,351,386.8600 $1,007,059,016
Class C Shares.............. 20,907,054.9010 $ 666,935,051
Class I Shares.............. 51,188,663.3230 $1,706,118,149
Class R Shares.............. 6,691,337.9520 $ 216,063,302
Class S Shares.............. 97,080,253.6760 $3,182,290,715
Class T Shares.............. 164,561.9420 $ 5,402,569
Janus Fund
Class A Shares.............. 4,721,658.6510 $ 127,815,300
Class C Shares.............. 236,977.5590 $ 6,386,545
Class D Shares.............. 182,700,001.8140 $4,947,516,049
Class I Shares.............. 4,681,005.3220 $ 126,855,244
Class R Shares.............. 45,609.9160 $ 1,231,468
Class S Shares.............. 3,087,947.7640 $ 83,559,866
Class T Shares.............. 148,389,828.4742 $4,016,912,657
Janus Global Life Sciences Fund
Class A Shares.............. 31,593.5590 $ 713,383
Class C Shares.............. 1,517.1850 $ 34,106
Class D Shares.............. 20,537,809.1100 $ 464,359,864
Class I Shares.............. 141,204.4300 $ 3,194,044
Class S Shares.............. 8,395.8310 $ 189,158
Class T Shares.............. 11,352,515.7800 $ 256,680,382
Janus Global Opportunities Fund
Class A Shares.............. 25,056.7520 $ 291,911
Class C Shares.............. 1,022.3410 $ 11,849
Class D Shares.............. 6,766,479.0480 $ 79,032,475
Class I Shares.............. 3,195.0460 $ 37,063
Class S Shares.............. 57,490.8760 $ 673,793
Class T Shares.............. 2,152,302.2900 $ 25,138,891
Janus Global Real Estate Fund
Class A Shares.............. 323,371.3170 $ 2,751,890
Class C Shares.............. 102,458.0100 $ 872,942
Class D Shares.............. 108,369.6510 $ 926,561
Class I Shares.............. 2,220,803.0290 $ 18,987,866
Class S Shares.............. 61,119.2220 $ 520,125
Class T Shares.............. 28,569.3870 $ 243,697
Janus Global Research Fund
Class A Shares.............. 11,628.7860 $ 148,500
Class C Shares.............. 16,911.0900 $ 214,602
</Table>
K-2
<Table>
<Caption>
TOTAL NUMBER
OF SHARES
FUND SHARE CLASS OUTSTANDING NET ASSETS
---- ---------------------------- ------------------ --------------
Class D Shares.............. 8,743,334.8680 $ 111,827,253
Class I Shares.............. 1,019,729.4000 $ 13,042,339
Class S Shares.............. 960.7740 $ 12,240
Class T Shares.............. 8,557,972.1530 $ 109,456,464
Janus Global Technology Fund
Class A Shares.............. 47,830.1200 $ 702,624
Class C Shares.............. 24,767.8850 $ 362,106
Class D Shares.............. 37,524,748.1970 $ 551,989,046
Class I Shares.............. 73,948.1740 $ 1,089,996
Class S Shares.............. 12,673.4070 $ 185,919
Class T Shares.............. 18,802,855.6320 $ 276,590,006
Janus Government Money Market Fund
Class D Shares.............. 210,130,340.6170 $ 210,130,341
Class T Shares.............. 4,470,828.2940 $ 4,470,828
Janus Growth and Income Fund
Class A Shares.............. 644,235.7330 $ 19,024,281
Class C Shares.............. 183,005.0690 $ 5,391,329
Class D Shares.............. 64,890,152.7190 $1,918,152,914
Class I Shares.............. 2,015,993.3180 $ 59,592,762
Class R Shares.............. 73,538.2950 $ 2,171,586
Class S Shares.............. 2,304,857.0710 $ 68,131,575
Class T Shares.............. 64,737,180.7480 $1,913,631,063
Janus High-Yield Fund
Class A Shares.............. 11,762,482.8310 $ 101,039,728
Class C Shares.............. 8,070,095.4700 $ 69,322,120
Class D Shares.............. 28,407,711.9360 $ 243,738,168
Class I Shares.............. 6,385,262.7220 $ 54,849,407
Class R Shares.............. 172,495.6370 $ 1,480,013
Class S Shares.............. 850,164.1820 $ 7,311,412
Class T Shares.............. 85,472,719.4100 $ 733,355,933
Janus International Equity Fund
Class A Shares.............. 6,821,071.1510 $ 72,166,933
Class C Shares.............. 1,941,847.3360 $ 20,195,212
Class D Shares.............. 55,294.9130 $ 583,914
Class I Shares.............. 11,009,847.9730 $ 116,153,896
Class R Shares.............. 76,969.3380 $ 807,408
Class S Shares.............. 540,742.6880 $ 5,791,354
Class T Shares.............. 62,410.8800 $ 656,562
</Table>
K-3
<Table>
<Caption>
TOTAL NUMBER
OF SHARES
FUND SHARE CLASS OUTSTANDING NET ASSETS
---- ---------------------------- ------------------ --------------
Janus International Forty Fund
Class A Shares.............. 294,549.0880 $ 2,403,521
Class C Shares.............. 158,411.3970 $ 1,284,716
Class D Shares.............. 50,834.8500 $ 417,862
Class I Shares.............. 759,781.8110 $ 6,245,406
Class S Shares.............. 79,666.3800 $ 651,671
Class T Shares.............. 67,746.7950 $ 554,169
Janus Long/Short Fund
Class A Shares.............. 2,977,378.9610 $ 29,863,111
Class C Shares.............. 5,000,671.7920 $ 49,256,617
Class I Shares.............. 3,653,365.5860 $ 36,898,992
Class R Shares.............. 20,707.0990 $ 195,268
Class S Shares.............. 189,727.3880 $ 1,923,836
Class T Shares.............. 118,967.7980 $ 1,202,764
Janus Modular Portfolio Construction Fund
Class A Shares.............. 357,805.8570 $ 3,556,590
Class C Shares.............. 272,741.6850 $ 2,700,143
Class I Shares.............. 157,232.0450 $ 1,569,176
Class S Shares.............. 31,319.2850 $ 310,687
Class T Shares.............. 3,527.5310 $ 35,169
Janus Money Market Fund
Class D Shares.............. 1,260,995,240.4560 $1,260,995,240
Class T Shares.............. 169,333,142.9180 $ 169,333,143
Janus Orion Fund
Class A Shares.............. 2,866,158.5740 $ 30,696,558
Class C Shares.............. 1,178,970.2560 $ 12,556,033
Class D Shares.............. 202,240,909.4750 $2,170,044,959
Class I Shares.............. 2,883,196.3990 $ 30,936,697
Class R Shares.............. 211,916.6940 $ 2,265,389
Class S Shares.............. 1,320,062.0390 $ 14,137,864
Class T Shares.............. 137,408,084.0130 $1,473,014,661
Janus Overseas Fund
Class A Shares.............. 13,141,950.2780 $ 609,655,073
Class C Shares.............. 5,522,474.4930 $ 255,193,546
Class D Shares.............. 53,038,846.9140 $2,462,063,274
Class I Shares.............. 17,473,617.9840 $ 811,824,292
Class R Shares.............. 2,918,169.6130 $ 135,140,435
Class S Shares.............. 37,021,807.7080 $1,716,331,005
Class T Shares.............. 137,247,184.0580 $6,369,641,812
</Table>
K-4
<Table>
<Caption>
TOTAL NUMBER
OF SHARES
FUND SHARE CLASS OUTSTANDING NET ASSETS
---- ---------------------------- ------------------ --------------
Janus Research Core Fund
Class A Shares.............. 277,541.2640 $ 5,542,499
Class C Shares.............. 435,593.6800 $ 8,668,314
Class D Shares.............. 16,072,983.6790 $ 320,334,565
Class I Shares.............. 270,292.6010 $ 5,386,932
Class R Shares.............. 69,407.4180 $ 1,383,290
Class S Shares.............. 1,159,669.5800 $ 23,135,408
Class T Shares.............. 13,301,587.5920 $ 265,100,641
Janus Research Fund
Class A Shares.............. 10,677.8710 $ 274,208
Class C Shares.............. 4,676.7970 $ 119,539
Class D Shares.............. 69,102,752.6710 $1,775,940,744
Class I Shares.............. 1,992,583.6040 $ 51,229,324
Class S Shares.............. 494.9580 $ 12,681
Class T Shares.............. 53,992,431.2610 $1,387,605,483
Janus Short-Term Bond Fund
Class A Shares.............. 29,846,516.4240 $ 91,927,271
Class C Shares.............. 14,791,274.7670 $ 45,557,126
Class D Shares.............. 71,246,636.2720 $ 220,152,106
Class I Shares.............. 39,902,359.2070 $ 122,899,266
Class S Shares.............. 1,935,212.6830 $ 5,960,455
Class T Shares.............. 543,730,408.2730 $1,680,126,962
Janus Smart Portfolio - Conservative
Class A Shares.............. 57,013.6300 $ 661,358
Class C Shares.............. 95,588.5710 $ 1,104,048
Class D Shares.............. 11,044,362.0300 $ 128,335,487
Class I Shares.............. 37,686.2970 $ 437,538
Class S Shares.............. 9,980.3110 $ 115,772
Class T Shares.............. 792,966.0740 $ 9,214,266
Janus Smart Portfolio - Growth
Class A Shares.............. 30,975.8350 $ 354,364
Class C Shares.............. 39,013.0010 $ 444,358
Class D Shares.............. 17,780,588.7790 $ 203,765,547
Class I Shares.............. 163,610.0390 $ 1,874,971
Class S Shares.............. 2,034.5210 $ 23,255
Class T Shares.............. 1,071,139.9720 $ 12,275,264
Janus Smart Portfolio - Moderate
Class A Shares.............. 161,996.9820 $ 1,885,645
Class C Shares.............. 145,388.2770 $ 1,683,596
</Table>
K-5
<Table>
<Caption>
TOTAL NUMBER
OF SHARES
FUND SHARE CLASS OUTSTANDING NET ASSETS
---- ---------------------------- ------------------ --------------
Class D Shares.............. 15,688,228.3850 $ 182,610,978
Class I Shares.............. 105,647.5990 $ 1,229,738
Class S Shares.............. 1,041.3030 $ 12,090
Class T Shares.............. 883,801.6670 $ 10,287,451
Janus Triton Fund
Class A Shares.............. 1,610,789.0410 $ 22,051,702
Class C Shares.............. 643,883.0540 $ 8,801,881
Class D Shares.............. 13,359,704.5900 $ 182,894,356
Class I Shares.............. 1,066,053.6080 $ 14,615,595
Class R Shares.............. 133,200.6470 $ 1,828,845
Class S Shares.............. 557,195.7340 $ 7,622,438
Class T Shares.............. 18,219,335.9240 $ 249,422,709
Janus Twenty Fund
Class D Shares.............. 84,148,744.0150 $5,392,251,516
Class T Shares.............. 70,451,173.0020 $4,513,806,654
Janus Venture Fund
Class D Shares.............. 18,587,874.5480 $ 881,808,769
Class T Shares.............. 4,589,219.3730 $ 217,666,675
Janus Worldwide Fund
Class A Shares.............. 52,086.6040 $ 2,225,661
Class C Shares.............. 29,924.2750 $ 1,276,270
Class D Shares.............. 29,992,899.9970 $1,283,996,049
Class I Shares.............. 966,357.8890 $ 41,360,118
Class R Shares.............. 12,822.7150 $ 547,915
Class S Shares.............. 1,542,433.8220 $ 65,954,470
Class T Shares.............. 26,429,340.8390 $1,131,440,081
INTECH Risk-Managed Core Fund
Class A Shares.............. 1,102,162.0470 $ 13,148,793
Class C Shares.............. 648,562.6110 $ 7,724,381
Class D Shares.............. 12,932,378.1900 $ 154,283,272
Class I Shares.............. 4,660,369.5790 $ 55,598,209
Class S Shares.............. 395,651.4670 $ 4,716,165
Class T Shares.............. 5,953,227.2710 $ 71,022,001
INTECH Risk-Managed Growth Fund
Class A Shares.............. 1,490,148.7100 $ 17,255,922
Class C Shares.............. 416,990.2500 $ 4,678,631
Class I Shares.............. 70,376,729.4950 $ 810,036,156
Class S Shares.............. 1,662,891.5330 $ 19,206,397
Class T Shares.............. 1,337.5450 $ 15,435
</Table>
K-6
<Table>
<Caption>
TOTAL NUMBER
OF SHARES
FUND SHARE CLASS OUTSTANDING NET ASSETS
---- ---------------------------- ------------------ --------------
INTECH Risk-Managed International Fund
Class A Shares.............. 273,230.3210 $ 1,953,597
Class C Shares.............. 265,750.6330 $ 1,902,775
Class I Shares.............. 362,059.6170 $ 2,585,106
Class S Shares.............. 266,345.0970 $ 1,904,367
Class T Shares.............. 1,598.7940 $ 11,399
INTECH Risk-Managed Value Fund
Class A Shares.............. 461,745.0510 $ 4,077,209
Class C Shares.............. 40,665.9470 $ 357,860
Class I Shares.............. 8,313,313.9440 $ 73,655,962
Class S Shares.............. 27,243.2990 $ 240,558
Class T Shares.............. 3,046.1360 $ 26,958
Perkins Large Cap Value Fund
Class A Shares.............. 175,142.7680 $ 2,273,353
Class C Shares.............. 89,292.4730 $ 1,153,659
Class D Shares.............. 49,156.7400 $ 638,546
Class I Shares.............. 5,147,858.3120 $ 66,922,158
Class S Shares.............. 50,146.9590 $ 651,409
Class T Shares.............. 14,047.7050 $ 182,339
Perkins Mid Cap Value Fund
Class A Shares.............. 49,102,083.0710 $1,033,107,828
Class C Shares.............. 7,922,725.8000 $ 166,060,333
Class D Shares.............. 42,165,619.4020 $ 887,164,632
Class I Shares.............. 82,859,103.2300 $1,744,184,123
Class L Shares.............. 19,330,394.2710 $ 409,417,751
Class R Shares.............. 4,931,367.5590 $ 103,608,032
Class S Shares.............. 28,926,071.6200 $ 608,315,286
Class T Shares.............. 357,458,442.1870 $7,520,925,624
Perkins Small Cap Value Fund
Class A Shares.............. 2,479,233.0720 $ 55,757,952
Class C Shares.............. 795,255.8600 $ 17,781,921
Class D Shares.............. 3,011,822.3100 $ 67,705,766
Class I Shares.............. 19,586,747.1080 $ 441,093,545
Class L Shares.............. 32,778,998.6030 $ 746,705,588
Class R Shares.............. 367,978.4800 $ 8,250,078
Class S Shares.............. 2,160,598.7750 $ 48,527,048
Class T Shares.............. 45,229,761.7970 $1,016,765,045
</Table>
K-7
APPENDIX L
5% BENEFICIAL OWNERS OF OUTSTANDING SHARES
As of March 17, 2010, the percentage ownership of any person or entity
owning 5% or more of the outstanding shares of any class of the Funds is listed
below. To the best knowledge of the Trust, as of March 17, 2010, no other person
or entity owned beneficially more than 5% of the outstanding shares of any class
of the Funds, except as shown. Additionally, to the best knowledge of the Trust,
except for Janus Capital's or JCGI's ownership in a Fund, no other person or
entity beneficially owned 25% or more of the outstanding shares of any class of
the Funds, except as shown. In certain circumstances, Janus Capital's or JCGI's
ownership may not represent beneficial ownership. To the best knowledge of the
Trust, other entities shown as owning more than 25% of the outstanding shares of
a class of a Fund are not the beneficial owners of such shares, unless otherwise
indicated.
<Table>
<Caption>
Name of Fund and Class Shareholder and Address of Record Percentage of Ownership
--------------------------------------------------------------------------------------------------------------------
INTECH Risk-Managed Core Fund Mercer Trust Company Tr 31.27%
Class A Shares FBO Securitas Security Services USA
Incentive Savings & Retirement Plan
Norwood, MA
Charles Schwab & Co., Inc. 31.18%
Special Custody Account
FBO Institutional Client Accounts
San Francisco, CA
Deutz Corporation Executive Income 11.02%
Norcross, GA
INTECH Risk-Managed Growth Pershing LLC 39.07%
Fund Jersey City, NJ
Class A Shares
NFS LLC 16.59%
FEBO State Street Bank Trustco
Trustee Various Retirement Plans
Purchase, NY
Charles Schwab & Co., Inc. 8.76%
Special Custody Account
FBO Institutional Client Accounts
Attn: Mutual Funds
San Francisco, CA
T Rowe Price Trust Co. 8.29%
FBO RPS Clients
Baltimore, MD
Mitra & Co. FBO 98 5.37%
C/O M&I Trust Co., NA
Milwaukee, WI
UBS Financial Services Inc. 5.14%
FBO San Jose State University
San Jose, CA
INTECH Risk-Managed Janus Capital Group Inc. 97.88%*
International Fund Denver, CO
Class A Shares
</Table>
* This ownership represents seed capital that Janus Capital or an affiliate
provided for the Fund.
L-1
<Table>
<Caption>
Name of Fund and Class Shareholder and Address of Record Percentage of Ownership
--------------------------------------------------------------------------------------------------------------------
INTECH Risk-Managed Value Fund Wilmington Trust Company 83.06%
Class A Shares Cust. FBO Blanchard Valley Health Assoc 403B
A/C 069363-001 1
Wilmington, DE
Charles Schwab & Co., Inc. 11.36%
Special Custody Account
FBO Institutional Client Accounts
Attn: Mutual Funds
San Francisco, CA
Janus Balanced Fund Charles Schwab & Co., Inc. 28.37%
Class A Shares Special Custody Account
FBO Institutional Client Accounts
San Francisco, CA
Merrill Lynch Pierce Fenner & Smith, Inc. 14.01%
For the Sole Benefit of Customers
Jacksonville, FL
American Enterprise Investment Svc. 7.46%
FBO 890000611
Minneapolis, MN
Raymond James 6.31%
House Acct. Firm #92500015
Omnibus For Mutual Funds
St. Petersburg, FL
Pershing LLC 5.14%
Jersey City, NJ
Janus Contrarian Fund Charles Schwab & Co., Inc. 59.17%
Class A Shares Special Custody Account
FBO Institutional Client Accounts
San Francisco, CA
Raymond James 6.27%
House Acct. Firm #92500015
Omnibus For Mutual Funds
St. Petersburg, FL
Janus Enterprise Fund Charles Schwab & Co., Inc. 19.66%
Class A Shares Special Custody Account
FBO Institutional Client Accounts
San Francisco, CA
Merrill Lynch Pierce Fenner & Smith, Inc. 11.50%
For the Sole Benefit of Customers
Jacksonville, FL
Merrill Lynch Life Ins. Co. 11.33%
Cedar Rapids, IA
NFS LLC 9.92%
FEBO Marshall & Ilsley Trust Co., NA
FBO Bank 98 Dly. Rcrdkpg.
Milwaukee, WI
Janus Flexible Bond Fund Charles Schwab & Co., Inc. 42.69%
Class A Shares Special Custody Account
FBO Institutional Client Accounts
San Francisco, CA
</Table>
L-2
<Table>
<Caption>
Name of Fund and Class Shareholder and Address of Record Percentage of Ownership
--------------------------------------------------------------------------------------------------------------------
Merrill Lynch Pierce Fenner & Smith, Inc. 8.94%
For the Sole Benefit of Customers
Jacksonville, FL
Raymond James 5.34%
House Acct. Firm #92500015
Omnibus For Mutual Funds
St. Petersburg, FL
Janus Forty Fund Charles Schwab & Co., Inc. 27.19%
Class A Shares Special Custody Account
FBO Institutional Client Accounts
San Francisco, CA
Merrill Lynch Pierce Fenner & Smith, Inc. 14.57%
For the Sole Benefit of Customers
Jacksonville, FL
Merrill Lynch Life Ins. Co. 6.16%
Cedar Rapids, IA
Janus Fund American Enterprise Investment Svc. 96.76%
Class A Shares FBO 890000611
Minneapolis, MN
Janus Global Life Sciences Fund Morgan Stanley & Co. 61.01%
Class A Shares Jersey City, NJ
Wells Fargo Investments LLC 5.62%
Account 7257-7562
Minneapolis, MN
Janus Global Opportunities Fund Charles Schwab & Co., Inc. 59.35%
Class A Shares Special Custody Account
FBO Institutional Client Accounts
San Francisco, CA
Morgan Stanley & Co. 19.70%
Jersey City, NJ
American Enterprise Investment Svc. 9.13%
FBO 890000611
Minneapolis, MN
Raymond James 7.10%
House Acct. Firm #92500015
Omnibus For Mutual Funds
St. Petersburg, FL
Janus Global Real Estate Fund Raymond James 34.75%
Class A Shares House Acct. Firm #92500015
Omnibus For Mutual Funds
St. Petersburg, FL
Charles Schwab & Co., Inc. 31.36%
Special Custody Account
FBO Institutional Client Accounts
San Francisco, CA
Janus Capital Group Inc. 16.80%*
Denver, CO
Pershing LLC 9.13%
Jersey City, NJ
</Table>
* This ownership represents seed capital that Janus Capital or an affiliate
provided for the Fund.
L-3
<Table>
<Caption>
Name of Fund and Class Shareholder and Address of Record Percentage of Ownership
--------------------------------------------------------------------------------------------------------------------
Janus Global Research Fund LPL Financial 28.72%
Class A Shares Account 2483-6286
San Diego, CA
LPL Financial 19.75%
Account 5468-8560
San Diego, CA
LPL Financial 14.38%
Account 3718-1018
San Diego, CA
LPL Financial 14.38%
Account 6112-7795
San Diego, CA
American Enterprise Investment Svc. 13.96%
FBO 890000611
Minneapolis, MN
LPL Financial 6.52%
Account 5604-6567
San Diego, CA
Janus Global Technology Fund Charles Schwab & Co., Inc. 25.02%
Class A Shares Special Custody Account
FBO Institutional Client Accounts
San Francisco, CA
Pershing LLC 23.27%
Jersey City, NJ
American Enterprise Investment Svc. 16.62%
FBO 890000611
Minneapolis, MN
Merrill Lynch Pierce Fenner & Smith, Inc. 7.90%
For the Sole Benefit of Customers
Jacksonville, FL
Raymond James 5.32%
House Acct. Firm #92500015
Omnibus For Mutual Funds
St. Petersburg, FL
Janus Growth and Income Fund Charles Schwab & Co., Inc. 78.17%
Class A Shares Special Custody Account
FBO Institutional Client Accounts
San Francisco, CA
American Enterprise Investment Svc. 5.31%
FBO 890000611
Minneapolis, MN
Janus High-Yield Fund Charles Schwab & Co., Inc. 35.87%
Class A Shares Special Custody Account
FBO Institutional Client Accounts
San Francisco, CA
Citigroup Global Markets 9.79%
House Account
Owings Mills, MD
Pershing LLC 6.26%
Jersey City, NJ
</Table>
L-4
<Table>
<Caption>
Name of Fund and Class Shareholder and Address of Record Percentage of Ownership
--------------------------------------------------------------------------------------------------------------------
UBS Financial Services Inc. 5.25%
FBO First Hawaiian Bank
Custodian for Hotel Industry
Pension Fund Defined Benefit
Honolulu, HI
UBS Financial Services Inc. 5.04%
FBO Steven Grossman
Janus High Yield
Smithtown, NY
Janus International Equity Fund Charles Schwab & Co., Inc. 74.09%
Class A Shares Special Custody Account
FBO Institutional Client Accounts
San Francisco, CA
Morgan Stanley & Co. 7.15%
Jersey City, NJ
Janus International Forty Fund Charles Schwab & Co., Inc. 39.76%
Class A Shares Special Custody Account
FBO Institutional Client Accounts
San Francisco, CA
Janus Capital Group Inc. 8.60%*
Denver, CO
American Enterprise Investment Svc. 7.70%
FBO 890000611
Minneapolis, MN
Pershing LLC 6.51%
Jersey City, NJ
Janus Long/Short Fund Charles Schwab & Co., Inc. 31.97%
Class A Shares Special Custody Account
FBO Institutional Client Accounts
San Francisco, CA
Citigroup Global Markets 13.67%
House Account
Owings Mills, MD
Merrill Lynch Pierce Fenner & Smith, Inc. 9.07%
For the Sole Benefit of Customers
Jacksonville, FL
Morgan Stanley & Co. 6.88%
Jersey City, NJ
American Enterprise Investment Svc. 6.18%
FBO 890000611
Minneapolis, MN
Janus Modular Portfolio Pershing LLC 26.99%
Construction Fund Jersey City, NJ
Class A Shares
American Enterprise Investment Svc. 25.74%
FBO 890000611
Minneapolis, MN
Janus Capital Group Inc. 7.17%*
Denver, CO
</Table>
* This ownership represents seed capital that Janus Capital or an affiliate
provided for the Fund.
L-5
<Table>
<Caption>
Name of Fund and Class Shareholder and Address of Record Percentage of Ownership
--------------------------------------------------------------------------------------------------------------------
Raymond James 5.25%
House Acct. Firm #92500015
Omnibus For Mutual Funds
St. Petersburg, FL
Janus Orion Fund Charles Schwab & Co., Inc. 53.67%
Class A Shares Special Custody Account
FBO Institutional Client Accounts
San Francisco, CA
Pershing LLC 9.06%
Jersey City, NJ
Raymond James 8.65%
House Acct. Firm #92500015
Omnibus For Mutual Funds
St. Petersburg, FL
Janus Overseas Fund Charles Schwab & Co., Inc. 29.51%
Class A Shares Special Custody Account
FBO Institutional Client Accounts
San Francisco, CA
Merrill Lynch Pierce Fenner & Smith, Inc. 12.17%
For the Sole Benefit of Customers
Attn: Service Team
Jacksonville, FL
Morgan Stanley & Co. 9.00%
Jersey City, NJ
Janus Research Core Fund Charles Schwab & Co., Inc. 69.63%
Class A Shares Special Custody Account
FBO Institutional Client Accounts
San Francisco, CA
Janus Research Fund American Enterprise Investment Svc. 46.90%
Class A Shares FBO 890000611
Minneapolis, MN
Charles Schwab & Co., Inc. 40.89%
Special Custody Account
FBO Institutional Client Accounts
San Francisco, CA
Raymond James 5.82%
House Acct. Firm #92500015
Omnibus For Mutual Funds
St. Petersburg, FL
Janus Short-Term Bond Fund Charles Schwab & Co., Inc. 40.64%
Class A Shares Special Custody Account
FBO Institutional Client Accounts
San Francisco, CA
Merrill Lynch Pierce Fenner & Smith, Inc. 10.91%
For the Sole Benefit of Customers
Jacksonville, FL
Raymond James 8.55%
House Acct. Firm #92500015
Omnibus For Mutual Funds
St. Petersburg, FL
Morgan Stanley & Co. 5.03%
Jersey City, NJ
</Table>
L-6
<Table>
<Caption>
Name of Fund and Class Shareholder and Address of Record Percentage of Ownership
--------------------------------------------------------------------------------------------------------------------
Janus Smart Portfolio - Conservative American Enterprise Investment Svc. 28.38%
Class A Shares FBO 890000611
Minneapolis, MN
Pershing LLC 25.17%
Jersey City, NJ 07399-0002
Ridge Clearing and Outsourcing 7.17%
FBO 421-06361-16
Jersey City, NJ
Edward D. Jones & Co, Custodian 5.46%
FBO Loretta Kramm IRA
Lometa, TX
Janus Smart Portfolio - Growth American Enterprise Investment Svc. 87.11%
Class A Shares FBO 890000611
Minneapolis, MN
NFS LLC 5.14%
FEBO Bea A. Allgood, TOD on File
Fremont, NE
Janus Smart Portfolio - Moderate Raymond James 24.51%
Class A Shares House Acct. Firm #92500015
Omnibus For Mutual Funds
St. Petersburg, FL
American Enterprise Investment Svc. 17.39%
FBO 890000611
Minneapolis, MN
Pershing LLC 15.47%
Jersey City, NJ
LPL Financial 5.01%
Account 5619-6568
San Diego, CA
Janus Triton Fund Charles Schwab & Co., Inc. 42.22%
Class A Shares Special Custody Account
FBO Institutional Client Accounts
San Francisco, CA
Wells Fargo Bank NA, Trustee 6.73%
FBO Chesterfield Cnty. DCP 457B
Greenwood Village, CO
American Enterprise Investment Svc. 5.04%
FBO 890000611
Minneapolis, MN
Janus Worldwide Fund Charles Schwab & Co., Inc. 51.23%
Class A Shares Special Custody Account
FBO Institutional Client Accounts
San Francisco, CA
Perkins Large Cap Value Fund Raymond James 53.83%
Class A Shares House Acct. Firm #92500015
Omnibus For Mutual Funds
St. Petersburg, FL
Janus Capital Group Inc. 28.73%*
Denver, CO
Pershing LLC 6.42%
Jersey City, NJ
</Table>
* This ownership represents seed capital that Janus Capital or an affiliate
provided for the Fund.
L-7
<Table>
<Caption>
Name of Fund and Class Shareholder and Address of Record Percentage of Ownership
--------------------------------------------------------------------------------------------------------------------
Charles Schwab & Co., Inc. 6.04%
Special Custody Account
FBO Institutional Client Accounts
San Francisco, CA
Perkins Mid Cap Value Fund Raymond James 37.81%
Class A Shares House Acct. Firm #92500015
Omnibus For Mutual Funds
St. Petersburg, FL
Charles Schwab & Co., Inc. 13.86%
Special Custody Account
FBO Institutional Client Accounts
San Francisco, CA
Merrill Lynch Pierce Fenner & Smith, Inc. 12.23%
For the Sole Benefit of Customers
Jacksonville, FL
Morgan Stanley & Co. 6.21%
Jersey City, NJ
Perkins Small Cap Value Fund Merrill Lynch Pierce Fenner & Smith, Inc. 23.44%
Class A Shares For the Sole Benefit of Customers
Jacksonville, FL
Charles Schwab & Co., Inc. 17.33%
Special Custody Account
FBO Institutional Client Accounts
San Francisco, CA
Vallee & Co FBO 75 8.19%
C/O Marshall & Ilsley Tr. Co., NA
Milwaukee, WI
Raymond James 7.98%
House Acct. Firm #92500015
Omnibus For Mutual Funds
St. Petersburg, FL
Morgan Stanley & Co. 7.10%
Jersey City, NJ
INTECH Risk-Managed Core Fund Merrill Lynch Pierce Fenner & Smith, Inc. 55.22%
Class C Shares For the Sole Benefit of Customers
Jacksonville, FL
Pershing LLC 10.90%
Jersey City, NJ
INTECH Risk-Managed Growth Merrill Lynch Pierce Fenner & Smith, Inc. 42.17%
Fund For the Sole Benefit of Customers
Class C Shares Jacksonville, FL
Pershing LLC 11.99%
Jersey City, NJ
INTECH Risk-Managed Janus Capital Group Inc. 99.42%*
International Fund Denver, CO
Class C Shares
INTECH Risk-Managed Value Fund Janus Capital Group Inc. 65.84%*
Class C Shares Denver, CO
Pershing LLC 12.99%
Jersey City, NJ
</Table>
* This ownership represents seed capital that Janus Capital or an affiliate
provided for the Fund.
L-8
<Table>
<Caption>
Name of Fund and Class Shareholder and Address of Record Percentage of Ownership
--------------------------------------------------------------------------------------------------------------------
Merrill Lynch Pierce Fenner & Smith, Inc. 10.70%
For the Sole Benefit of Customers
Jacksonville, FL
UBS Financial Services Inc. 6.61%
FBO Li-Fen C. Johnson Rollover IRA
Danville, CA
Janus Balanced Fund Merrill Lynch Pierce Fenner & Smith, Inc. 24.08%
Class C Shares For the Sole Benefit of Customers
Jacksonville, FL
Citigroup Global Markets 14.29%
House Account
Owings Mills, MD
American Enterprise Investment Svc. 10.23%
FBO 890000611
Minneapolis, MN
Raymond James 6.77%
House Acct. Firm #92500015
Omnibus For Mutual Funds
St. Petersburg, FL
Janus Contrarian Fund Merrill Lynch Pierce Fenner & Smith, Inc. 32.67%
Class C Shares For the Sole Benefit of Customers
Jacksonville, FL
Citigroup Global Markets 22.93%
House Account
Owings Mills, MD
American Enterprise Investment Svc. 7.12%
FBO 890000611
Minneapolis, MN
Janus Enterprise Fund Merrill Lynch Pierce Fenner & Smith, Inc. 21.28%
Class C Shares For the Sole Benefit of Customers
Jacksonville, FL
Citigroup Global Markets 19.98%
House Account
Owings Mills, MD
Janus Flexible Bond Fund Merrill Lynch Pierce Fenner & Smith, Inc. 38.55%
Class C Shares For the Sole Benefit of Customers
Jacksonville, FL
Citigroup Global Markets 14.59%
House Account
Owings Mills, MD
American Enterprise Investment Svc. 5.77%
FBO 890000611
Minneapolis, MN
Janus Forty Fund Merrill Lynch Pierce Fenner & Smith, Inc. 49.44%
Class C Shares For the Sole Benefit of Customers
Jacksonville, FL
Citigroup Global Markets 16.34%
House Account
Owings Mills, MD
Janus Fund Merrill Lynch Pierce Fenner & Smith, Inc. 47.26%
Class C Shares For the Sole Benefit of Customers
Jacksonville, FL
</Table>
L-9
<Table>
<Caption>
Name of Fund and Class Shareholder and Address of Record Percentage of Ownership
--------------------------------------------------------------------------------------------------------------------
Citigroup Global Markets 8.92%
House Account
Owings Mills, MD
Janus Global Life Sciences Fund American Enterprise Investment Svc. 66.22%
Class C Shares FBO 890000611
Minneapolis, MN
Raymond James 30.10%
House Acct. Firm #92500015
Omnibus For Mutual Funds
St. Petersburg, FL
Janus Global Opportunities Fund Janus Capital Group Inc. 100.00%*
Class C Shares Denver, CO
Janus Global Real Estate Fund Janus Capital Group Inc. 52.88%*
Class C Shares Denver, CO
Merrill Lynch Pierce Fenner & Smith, Inc. 27.16%
For the Sole Benefit of Customers
Jacksonville, FL
Pershing LLC 12.22%
Jersey City, NJ
Janus Global Research Fund NFS LLC 41.84%
Class C Shares FEBO Carole G. Howard-Crumley
Dripping Springs, TX
NFS LLC 20.92%
FEBO Carole G. Howard, Trustee
Amanda G. Howard Education Trust, UA 12/30/92
Dripping Springs, TX
NFS LLC 14.92%
NFS/FMTC Sep. IRA
FBO Carole G. Howard-Crumley
Dripping Springs, TX
Morgan Stanley & Co. 14.13%
Jersey City, NJ
NFS LLC 6.36%
NFS/FMTC Roll. IRA
FBO Marcus R. Miller
Brooklyn, NY
Janus Global Technology Fund Citigroup Global Markets 32.60%
Class C Shares House Account
Owings Mills, MD
American Enterprise Investment Svc. 19.32%
FBO 890000611
Minneapolis, MN
Pershing LLC 13.29%
Jersey City, NJ
First Clearing LLC 9.57%
A/C 4052-8277
Doria A. Trombetta
Santa Rosa, CA
</Table>
* This ownership represents seed capital that Janus Capital or an affiliate
provided for the Fund.
L-10
<Table>
<Caption>
Name of Fund and Class Shareholder and Address of Record Percentage of Ownership
--------------------------------------------------------------------------------------------------------------------
Wells Fargo Investments LLC 6.09%
Account 3002-0136
Minneapolis, MN
Janus Growth and Income Fund Citigroup Global Markets 28.08%
Class C Shares House Account
Owings Mills, MD
Merrill Lynch Pierce Fenner & Smith, Inc. 15.54%
For the Sole Benefit of Customers
Jacksonville, FL
Raymond James 9.48%
House Acct. Firm #92500015
Omnibus For Mutual Funds
St. Petersburg, FL
Charlie Prisendorf 6.26%
FBO Ever Ready Oil Co., Inc.
401K Profit Sharing Plan & Trust
Hackensack, NJ
American Enterprise Investment Svc. 5.20%
FBO 890000611
Minneapolis, MN
Janus High-Yield Fund Citigroup Global Markets 28.13%
Class C Shares House Account
Owings Mills, MD
American Enterprise Investment Svc. 9.67%
FBO 890000611
Minneapolis, MN
Merrill Lynch Pierce Fenner & Smith, Inc. 9.41%
For the Sole Benefit of Customers
Jacksonville, FL
Pershing LLC 8.54%
Jersey City, NJ
Janus International Equity Fund Merrill Lynch Pierce Fenner & Smith, Inc. 27.74%
Class C Shares For the Sole Benefit of Customers
Jacksonville, FL
Citigroup Global Markets 25.63%
House Account
Owings Mills, MD
American Enterprise Investment Svc. 16.48%
FBO 890000611
Minneapolis, MN
Morgan Stanley & Co. 9.42%
Jersey City, NJ
Janus International Forty Fund Merrill Lynch Pierce Fenner & Smith, Inc. 42.56%
Class C Shares For the Sole Benefit of Customers
Jacksonville, FL
Janus Capital Group Inc. 16.32%*
Denver, CO
Pershing LLC 8.90%
Jersey City, NJ
</Table>
* This ownership represents seed capital that Janus Capital or an affiliate
provided for the Fund.
L-11
<Table>
<Caption>
Name of Fund and Class Shareholder and Address of Record Percentage of Ownership
--------------------------------------------------------------------------------------------------------------------
American Enterprise Investment Svc. 8.00%
FBO 890000611
Minneapolis, MN
Janus Long/Short Fund Merrill Lynch Pierce Fenner & Smith, Inc. 40.95%
Class C Shares For the Sole Benefit of Customers
Jacksonville, FL
Citigroup Global Markets 21.24%
House Account
Owings Mills, MD
Janus Modular Portfolio American Enterprise Investment Svc. 53.02%
Construction Fund FBO 890000611
Class C Shares Minneapolis, MN
Pershing LLC 10.08%
Jersey City, NJ
Janus Capital Group Inc. 9.35%*
Denver, CO
Janus Orion Fund Merrill Lynch Pierce Fenner & Smith, Inc. 31.93%
Class C Shares For the Sole Benefit of Customers
Jacksonville, FL
American Enterprise Investment Svc. 12.28%
FBO 890000611
Minneapolis, MN
Citigroup Global Markets 11.70%
House Account
Owings Mills, MD
Pershing LLC 5.63%
Jersey City, NJ
Janus Overseas Fund Merrill Lynch Pierce Fenner & Smith, Inc. 30.46%
Class C Shares For the Sole Benefit of Customers
Jacksonville, FL
Citigroup Global Markets 21.83%
House Account
Owings Mills, MD
Morgan Stanley & Co. 6.07%
Jersey City, NJ
American Enterprise Investment Svc. 5.86%
FBO 890000611
Minneapolis, MN
Janus Research Core Fund Citigroup Global Markets 59.32%
Class C Shares House Account
Owings Mills, MD
Merrill Lynch Pierce Fenner & Smith, Inc. 12.44%
For the Sole Benefit of Customers
Jacksonville, FL
Janus Research Fund American Enterprise Investment Svc. 69.85%
Class C Shares FBO 890000611
Minneapolis, MN
Pershing LLC 18.07%
Jersey City, NJ
</Table>
* This ownership represents seed capital that Janus Capital or an affiliate
provided for the Fund.
L-12
<Table>
<Caption>
Name of Fund and Class Shareholder and Address of Record Percentage of Ownership
--------------------------------------------------------------------------------------------------------------------
Janus Short-Term Bond Fund Merrill Lynch Pierce Fenner & Smith, Inc. 28.21%
Class C Shares For the Sole Benefit of Customers
Jacksonville, FL
American Enterprise Investment Svc. 14.65%
FBO 890000611
Minneapolis, MN
Citigroup Global Markets 13.81%
House Account
Owings Mills, MD
Janus Smart Portfolio - Conservative American Enterprise Investment Svc. 39.53%
Class C Shares FBO 890000611
Minneapolis, MN
Pershing LLC 11.06%
Jersey City, NJ
Raymond James 9.30%
House Acct. Firm #92500015
Omnibus For Mutual Funds
St. Petersburg, FL
Merrill Lynch Pierce Fenner & Smith, Inc. 5.84%
For the Sole Benefit of Customers
Jacksonville, FL
Janus Smart Portfolio - Growth Raymond James 41.05%
Class C Shares House Acct. Firm #92500015
Omnibus For Mutual Funds
St. Petersburg, FL
American Enterprise Investment Svc. 32.00%
FBO 890000611
Minneapolis, MN
Pershing LLC 18.02%
Jersey City, NJ
Janus Smart Portfolio - Moderate Raymond James 31.42%
Class C Shares House Acct. Firm #92500015
Omnibus For Mutual Funds
St. Petersburg, FL
American Enterprise Investment Svc. 19.86%
FBO 890000611
Minneapolis, MN
Pershing LLC 15.96%
Jersey City, NJ
Janus Triton Fund Merrill Lynch Pierce Fenner & Smith, Inc. 22.97%
Class C Shares For the Sole Benefit of Customers
Jacksonville, FL
American Enterprise Investment Svc. 11.72%
FBO 890000611
Minneapolis, MN
Janus Worldwide Fund Citigroup Global Markets 24.47%
Class C Shares House Account
Owings Mills, MD
Merrill Lynch Pierce Fenner & Smith, Inc. 20.65%
For the Sole Benefit of Customers
Jacksonville, FL
</Table>
L-13
<Table>
<Caption>
Name of Fund and Class Shareholder and Address of Record Percentage of Ownership
--------------------------------------------------------------------------------------------------------------------
American Enterprise Investment Svc. 15.23%
FBO 890000611
Minneapolis, MN
Wells Fargo Investments LLC 5.73%
A/C 7054-9514
Minneapolis, MN
Perkins Large Cap Value Fund Janus Capital Group Inc. 56.09%*
Class C Shares Denver, CO
Perkins Mid Cap Value Fund Merrill Lynch Pierce Fenner & Smith, Inc. 30.45%
Class C Shares For the Sole Benefit of Customers
Jacksonville, FL
Raymond James 11.40%
House Acct. Firm #92500015
Omnibus For Mutual Funds
St. Petersburg, FL
Citigroup Global Markets 7.52%
House Account
Owings Mills, MD
Morgan Stanley & Co. 5.57%
Jersey City, NJ
Perkins Small Cap Value Fund Merrill Lynch Pierce Fenner & Smith, Inc. 25.05%
Class C Shares For the Sole Benefit of Customers
Jacksonville, FL
Citigroup Global Markets 9.48%
House Account
Owings Mills, MD
Morgan Stanley & Co. 7.57%
Jersey City, NJ
Pershing LLC 6.01%
Jersey City, NJ
Raymond James 5.71%
House Acct. Firm #92500015
Omnibus For Mutual Funds
St. Petersburg, FL
Janus Global Real Estate Fund Richard E. O'Neill 5.59%
Class D Shares Saddlebrooke, AZ
Janus International Equity Fund State St. Bank Cust. IRA 19.36%
Class D Shares Christopher S. Swenson
Greenfield, WI
Sharon R. Knitter & Richard Knitter JT WROS 9.67%
Oak Brook, IL
Karen Scott Wilson Tr. 9.02%
Karen Scott Wilson Revocable Trust
Winnetka, IL
Jess L. Hall & Kathleen L. Hall JT WROS 8.84%
Palmer, AK
Kenneth S. Foster 7.06%
McKinney, TX
</Table>
* This ownership represents seed capital that Janus Capital or an affiliate
provided for the Fund.
L-14
<Table>
<Caption>
Name of Fund and Class Shareholder and Address of Record Percentage of Ownership
--------------------------------------------------------------------------------------------------------------------
Janus International Forty Fund State Street Bank Cust. 21.49%
Class D Shares Dallas Public Schools 403B 7 Plan
A/C Karl Albert Clemons
Dallas, TX
State St. Bank Cust. IRA 14.90%
A/C George Ann Fendley
Paris, TX
State St. Bank Cust. IRA 6.21%
Cynthia M. Harms
Denver, CO
Perkins Large Cap Value Fund Richard E. O'Neill 6.38%
Class D Shares Saddlebrooke, AZ
State St. Bank Cust. IRA 5.64%
A/C Gerald T. Moore
The Hills, TX
State St. Bank Cust. IRA 5.22%
Gary D. Petitt
Hereford, AZ
State St. Bank Cust. IRA 5.20%
James R. Spadaccini
Plymouth, MN
INTECH Risk-Managed Core Fund Charles Schwab & Co., Inc. 28.19%
Class I Shares Exclusive Benefit of Our Customers
Reinvest. Account
San Francisco, CA
Minnesota Life Insurance Company 10.36%
St. Paul, MN
Chembaco 8.17%
C/O Chemical Bank & Trust
Midland, MI
Northern Trust, as Custodian 7.00%
FBO The Libra Fdn. A/C# 26-20655
Chicago, IL
NFS LLC 6.46%
FEBO Bankers Trustco.
Des Moines, IA
Women's Foundation of Minnesota 5.47%
Minneapolis, MN
Mercer Trust Company Ttee. 5.11%
FBO IBEW Local Union
No. 126 Retirement Plan
Norwood, MA
INTECH Risk-Managed Growth Charles Schwab & Co., Inc. 7.35%
Fund Exclusive Benefit of Our Customers
Class I Shares Reinvest. Account
San Francisco, CA
INTECH Risk-Managed Janus Capital Group Inc. 74.17%*
International Fund Denver, CO
Class I Shares
</Table>
* This ownership represents seed capital that Janus Capital or an affiliate
provided for the Fund.
L-15
<Table>
<Caption>
Name of Fund and Class Shareholder and Address of Record Percentage of Ownership
--------------------------------------------------------------------------------------------------------------------
Charles Schwab & Co., Inc. 17.91%
Exclusive Benefit of Our Customers
Reinvest. Account
San Francisco, CA
Janus MPC Fund 6.87%
INTECH Risk-Managed International
Denver, CO
INTECH Risk-Managed Value Fund Janus Smart Portfolio - Growth 32.80%
Class I Shares Risk-Managed Value Omnibus Account
Denver, CO
Janus Smart Portfolio - Moderate 25.77%
Risk-Managed Value Omnibus Account
Denver, CO
Janus Smart Portfolio - Conservative 14.40%
Risk-Managed Value Omnibus Account
Denver, CO
Wells Fargo Bank NA 12.89%
FBO TC Hosp. Workers Pen. -
Misc. Assets 22218705
Minneapolis, MN
Janus Balanced Fund Merrill Lynch Pierce Fenner & Smith Inc. 40.77%
Class I Shares For the Sole Benefit of Customers
Jacksonville, FL
NFS LLC 10.03%
FEBO FIIOC Agent
FBO Qualified Employee Plans 401K Finops-LC Funds
Covington, KY
Charles Schwab & Co., Inc. 9.16%
Exclusive Benefit of Our Customers
Reinvest. Account
San Francisco, CA
FIIOC 7.41%
FBO Kao America Inc.
Covington, KY
Citigroup Global Markets Inc. 6.65%
00109801250
New York, NY
Janus Contrarian Fund Merrill Lynch Pierce Fenner & Smith Inc. 32.72%
Class I Shares For the Sole Benefit of Customers
Jacksonville, FL
Charles Schwab & Co., Inc. 13.75%
Exclusive Benefit of Our Customers
Reinvest. Account
San Francisco, CA
Strafe & Co. 12.70%
FAO Everest Reinsurance Retire. Plan
A/C 6800288900
Westerville, OH
Prudential Investment Mgmt. Service 7.51%
FBO Mutual Fund Clients/Pruchoice
Newark, NJ
</Table>
L-16
<Table>
<Caption>
Name of Fund and Class Shareholder and Address of Record Percentage of Ownership
--------------------------------------------------------------------------------------------------------------------
Janus Smart Portfolio - Growth 6.54%
Contrarian Fund Omnibus Account
Denver, CO
Wachovia Bank 5.13%
Charlotte, NC
Janus Enterprise Fund NFS LLC 30.90%
Class I Shares FEBO Bank of America NA
Trustee F/B/O Our Clients
Omnibus Cash
Dallas, TX
Cardinal Bank 7.47%
FBO Its Clients
McLean, VA
Janus Flexible Bond Fund Prudential Investment Mgmt. Service 36.86%
Class I Shares FBO Mutual Fund Clients/Pruchoice
Newark, NJ
Merrill Lynch Pierce Fenner & Smith Inc. 15.05%
For the Sole Benefit of Customers
Jacksonville, FL
Janus Smart Port - Conservative 10.40%
Flexible Bond Omnibus Account
Denver, CO
Janus Smart Portfolio - Moderate 9.55%
Flexible Bond Fund Omnibus Account
Denver, CO
Citigroup Global Markets Inc. 6.35%
00109801250
New York, NY
Janus Smart Portfolio - Growth 5.31%
Flexible Bond Omnibus Account
Denver, CO
Janus Forty Fund Merrill Lynch Pierce Fenner & Smith Inc. 43.68%
Class I Shares For the Sole Benefit of Customers
Jacksonville, FL
Citigroup Global Markets Inc. 13.61%
00109801250
New York, NY
Mori & Co 8.52%
Kansas City, MO
Vanguard Fiduciary Trust Company 8.06%
Valley Forge, PA
Janus Fund JP Morgan Chase Bank, as Directed 70.58%
Class I Shares Trustee for the Super Saver
Capital Accumulation Plan
For Employees of Participating
AMR Corp. Subsidiaries
New York, NY
Janus Smart Portfolio - Growth 5.16%
Janus Fund Omnibus Account
Denver, CO
</Table>
L-17
<Table>
<Caption>
Name of Fund and Class Shareholder and Address of Record Percentage of Ownership
--------------------------------------------------------------------------------------------------------------------
Janus Global Life Sciences Fund Charles Schwab & Co., Inc. 64.71%
Class I Shares Exclusive Benefit of Our Customers
Reinvest. Account
San Francisco, CA
Merrill Lynch Pierce Fenner & Smith Inc. 22.05%
For the Sole Benefit of Customers
Jacksonville, FL
Janus MPC Fund 12.93%
Global Life Sciences Omnibus Acct.
Denver, CO
Janus Global Opportunities Fund Merrill Lynch Pierce Fenner & Smith Inc. 68.05%
Class I Shares For the Sole Benefit of Customers
Jacksonville, FL
Janus Capital Group Inc. 31.95%*
Denver, CO
Janus Global Real Estate Fund Charles Schwab & Co., Inc. 46.31%
Class I Shares Exclusive Benefit of Our Customers
Reinvest. Account
San Francisco, CA
Janus Smart Portfolio - Growth 28.24%
Global Real Estate Omnibus Acct.
Denver, CO
Janus Smart Portfolio - Moderate 17.88%
Global Real Estate Omnibus Account
Denver, CO
Janus Smart Portfolio - Conservative 6.45%
Global Real Estate Omnibus Account
Denver, CO
Janus Global Research Fund Charles Schwab & Co., Inc. 99.07%
Class I Shares Exclusive Benefit of Our Customers
Reinvest. Account
San Francisco, CA
Janus Global Technology Fund Merrill Lynch Pierce Fenner & Smith Inc. 87.37%
Class I Shares For the Sole Benefit of Customers
Jacksonville, FL
Janus Growth and Income Fund NFS LLC 30.49%
Class I Shares FEBO FIIOC Agent
FBO Qualified Employee Plans 401K Finops-LC Funds
Covington, KY
Janus Smart Portfolio - Growth 22.49%
Growth & Inc. Omnibus Account
Denver, CO
Janus Smart Portfolio - Moderate 20.53%
Growth & Inc. Fund Omnibus Account
Denver, CO
Janus Smart Portfolio - Conservative 12.30%
Growth & Inc. Omnibus Account
Denver, CO
</Table>
* This ownership represents seed capital that Janus Capital or an affiliate
provided for the Fund.
L-18
<Table>
<Caption>
Name of Fund and Class Shareholder and Address of Record Percentage of Ownership
--------------------------------------------------------------------------------------------------------------------
Merrill Lynch Pierce Fenner & Smith Inc. 8.20%
For the Sole Benefit of Customers
Jacksonville, FL
Janus High-Yield Fund Citigroup Global Markets Inc. 26.28%
Class I Shares 00109801250
New York, NY
Charles Schwab & Co., Inc. 16.75%
Exclusive Benefit of Our Customers
Reinvest. Account
San Francisco, CA
Janus Smart Portfolio - Conservative 12.95%
High-Yield Fund Omnibus Account
Denver, CO
Merrill Lynch Pierce Fenner & Smith Inc. 11.20%
For the Sole Benefit of Customers
Jacksonville, FL
Janus Smart Portfolio - Growth 10.11%
High-Yield Fund Omnibus Account
Denver, CO
Janus Smart Portfolio - Moderate 9.14%
High-Yield Fund Omnibus Account
Denver, CO
Northern Trustco Custodian 8.14%
FBO Insurance of SE Account 2364844
Chicago, IL
Janus International Equity Fund Janus Smart Portfolio - Growth 30.10%
Class I Shares International Equity Omnibus Acct.
Denver, CO
Janus Smart Portfolio - Moderate 15.62%
International Equity Omnibus Acct.
Denver, CO
Merrill Lynch Pierce Fenner & Smith Inc. 11.65%
For the Sole Benefit of Customers
Jacksonville, FL
Janus Smart Portfolio - Conservative 7.46%
International Equity Omnibus Acct.
Denver, CO
Janus International Forty Fund Charles Schwab & Co., Inc. 45.70%
Class I Shares Exclusive Benefit of Our Customers
Reinvest. Account
San Francisco, CA
Merrill Lynch Pierce Fenner & Smith Inc. 36.59%
For the Sole Benefit of Customers
Jacksonville, FL
Janus Long/Short Fund Citigroup Global Markets Inc. 25.36%
Class I Shares 00109801250
New York, NY
Charles Schwab & Co., Inc. 24.80%
Exclusive Benefit of Our Customers
Reinvest. Account
San Francisco, CA
</Table>
L-19
<Table>
<Caption>
Name of Fund and Class Shareholder and Address of Record Percentage of Ownership
--------------------------------------------------------------------------------------------------------------------
Merrill Lynch Pierce Fenner & Smith Inc. 22.50%
For the Sole Benefit of Customers
Jacksonville, FL
Janus Modular Portfolio Charles Schwab & Co., Inc. 67.53%
Construction Fund Exclusive Benefit of Our Customers
Class I Shares Reinvest. Account
San Francisco, CA
Janus Capital Group Inc. 16.33%*
Denver, CO
Janus Orion Fund Merrill Lynch Pierce Fenner & Smith Inc. 28.68%
Class I Shares For the Sole Benefit of Customers
Jacksonville, FL
Janus Smart Portfolio - Moderate 20.35%
Orion Fund Omnibus Account
Denver, CO
Charles Schwab & Co., Inc. 16.36%
Exclusive Benefit of Our Customers
Reinvest. Account
San Francisco, CA
Janus Smart Portfolio - Conservative 14.70%
Orion Fund Omnibus Account
Denver, CO
Janus Smart Portfolio - Growth 10.50%
Orion Fund Omnibus Account
Denver, CO
Janus Overseas Fund Minnesota Life Insurance Company 19.76%
Class I Shares St. Paul, MN
Merrill Lynch Pierce Fenner & Smith Inc. 15.97%
For the Sole Benefit of Customers
Jacksonville, FL
NFS LLC 11.92%
FEBO Transamerica Life Ins. Company
Los Angeles, CA
Charles Schwab & Co., Inc. 6.90%
Exclusive Benefit of Our Customers
Reinvest. Account
San Francisco, CA
NFS LLC 5.37%
FEBO FIIOC
As Agent for Qualified Employee Benefit
Plans 401K Finops-LC Funds
Covington, KY
Janus Research Core Fund Charles Schwab & Co., Inc. 51.12%
Class I Shares Exclusive Benefit of Our Customers
Reinvest. Account
San Francisco, CA
Merrill Lynch Pierce Fenner & Smith Inc. 30.63%
For the Sole Benefit of Customers
Jacksonville, FL
</Table>
* This ownership represents seed capital that Janus Capital or an affiliate
provided for the Fund.
L-20
<Table>
<Caption>
Name of Fund and Class Shareholder and Address of Record Percentage of Ownership
--------------------------------------------------------------------------------------------------------------------
Citigroup Global Markets Inc. 9.30%
00109801250
New York, NY
Janus Research Fund Janus Smart Portfolio - Growth 24.84%
Class I Shares Research Fund Omnibus Account
Denver, CO
Charles Schwab & Co., Inc. 18.90%
Exclusive Benefit of Our Customers
Reinvest. Account
San Francisco, CA
Janus Smart Portfolio - Moderate 16.67%
Research Fund Omnibus Account
Denver, CO
James M. Andersen, Tr. 16.13%
Mendocino County Employees Retirement
Ukiah, CA
Merrill Lynch Pierce Fenner & Smith Inc. 14.50%
For the Sole Benefit of Customers
Jacksonville, FL
Janus Smart Port - Conservative 8.53%
Research Fund Omnibus Account
Denver, CO
Janus Short-Term Bond Fund Merrill Lynch Pierce Fenner & Smith Inc. 68.52%
Class I Shares For the Sole Benefit of Customers
Jacksonville, FL
Janus Smart Portfolio - Conservative 6.59%
Short Term Bond Omnibus Account
Denver, CO
Janus Smart Portfolio - Moderate 6.13%
Short Term Bond Omnibus Account
Denver, CO
Prudential Investment Mgmt. Service 5.49%
FBO Mutual Fund Clients/Pruchoice
Newark, NJ
Janus Smart Portfolio - Conservative Charles Schwab & Co., Inc. 97.96%
Class I Shares Exclusive Benefit of Our Customers
Reinvest. Account
San Francisco, CA
Janus Smart Portfolio - Growth Charles Schwab & Co., Inc. 99.30%
Class I Shares Exclusive Benefit of Our Customers
Reinvest. Account
San Francisco, CA
Janus Smart Portfolio - Moderate Charles Schwab & Co., Inc. 77.34%
Class I Shares Exclusive Benefit of Our Customers
Reinvest. Account
San Francisco, CA
Pershing LLC 19.24%
Jersey City, NJ
Janus Triton Fund Charles Schwab & Co., Inc. 59.09%
Class I Shares Exclusive Benefit of Our Customers
Reinvest. Account
San Francisco, CA
</Table>
L-21
<Table>
<Caption>
Name of Fund and Class Shareholder and Address of Record Percentage of Ownership
--------------------------------------------------------------------------------------------------------------------
Merrill Lynch Pierce Fenner & Smith Inc. 18.83%
For the Sole Benefit of Customers
Jacksonville, FL
Wells Fargo Investments LLC 5.70%
Account 7943-2740
Minneapolis, MN
Janus Worldwide Fund NFS LLC 89.47%
Class I Shares FEBO FIIOC
As Agent for Qualified Employee Benefit
Plans 401K Finops-LC Funds
Covington, KY
Charles Schwab & Co., Inc. 5.06%
Exclusive Benefit of Our Customers
Reinvest. Account
San Francisco, CA
Merrill Lynch Pierce Fenner & Smith Inc. 5.04%
For the Sole Benefit of Customers
Jacksonville, FL
Perkins Large Cap Value Fund Janus Smart Portfolio - Growth 22.05%
Class I Shares Large Cap Value Omnibus Acct.
Denver, CO
Janus Smart Portfolio - Moderate 16.11%
Large Cap Value Omnibus Acct.
Denver, CO
PWMCO, LLC 10.62%
FBO 101081
Chicago, IL
Janus Smart Port - Conservative 8.99%
Large Cap Value Omnibus Acct.
Denver, CO
PWMCO, LLC 7.21%
FBO 101326
Chicago, IL
Charles Schwab & Co., Inc. 7.17%
Exclusive Benefit of Our Customers
Reinvest. Account
San Francisco, CA
Perkins Mid Cap Value Fund NFS LLC 19.05%
Class I Shares FEBO FIIOC
As Agent for Qualified Employee Benefit
Plans 401K Finops-LC Funds
Covington, KY
Edward D. Jones & Co. 13.36%
Maryland Heights, MO
Wachovia Bank NA 12.59%
Omnibus Cash/Cash
9999999980 NC-1151
Charlotte, NC
Merrill Lynch Pierce Fenner & Smith Inc. 8.75%
For the Sole Benefit of Customers
Jacksonville, FL
</Table>
L-22
<Table>
<Caption>
Name of Fund and Class Shareholder and Address of Record Percentage of Ownership
--------------------------------------------------------------------------------------------------------------------
Prudential Investment Mgmt. Service 5.27%
FBO Mutual Fund Clients/Pruchoice
Newark, NJ
Perkins Small Cap Value Fund SEI Private Trust Company 47.74%
Class I Shares C/O Suntrust Bank, ID 866
Oaks, PA
SEI Private Trust Company 14.72%
C/O Suntrust Bank, ID 866
Oaks, PA
Merrill Lynch Pierce Fenner & Smith Inc. 10.23%
For the Sole Benefit of Customers
Jacksonville, FL
SEI Private Trust Company 6.25%
C/O Suntrust Bank, ID 866
Oaks, PA
Perkins Mid Cap Value Fund Prudential Investment Mgmt. Service 84.88%
Class L Shares FBO Mutual Fund Clients
Newark, NJ
Perkins Small Cap Value Fund JP Morgan Chase Bank, Cust. 25.43%
Class L Shares Super Saver Capital Accumulation Plan for EE
Of Participating AMR Co.
For EE of Participating AMR Co. Subsidiaries
New York, NY
Vangard Fiduciary Trust Co. 23.13%
Valley Forge, PA
National Financial Svcs. Corp. 17.18%
For the Exclusive Benefit of Our Customers
New York, NY
Janus Balanced Fund JP Morgan Chase Bank, Ttee. 18.97%
Class R Shares FBO ADP Access 401K Program
New York, NY
Merrill Lynch 16.11%
Jacksonville, FL
Hartford Life Insurance Co. 12.49%
Separate Account DC IV
Hartford, CT
Janus Contrarian Fund EMJAYCO 15.72%
Class R Shares FBO Reinders Inc. 401K, #351898
Greenwood Village, CO
GPC Securities Inc. 8.54%
As Agent for Reliance Trust Company
FBO Security Packaging Inc. 401K PS Plan
Atlanta, GA
Orchard Trust Company, Ttee. 7.85%
Employee Benefits Clients
Greenwood Village, CO
GPC Securities Inc. 6.60%
As Agent for Reliance Trust Company
FBO Springdale Family Dental 401K Plan
Atlanta, GA
</Table>
L-23
<Table>
<Caption>
Name of Fund and Class Shareholder and Address of Record Percentage of Ownership
--------------------------------------------------------------------------------------------------------------------
GPC Securities Inc. 5.40%
As Agent for Reliance Trust Company
FBO Schmaid Tool & Die, Inc. 401(K) PSP
Atlanta, GA
Janus Enterprise Fund Hartford Life Insurance Co. 29.10%
Class R Shares Separate Account DC IV
Hartford, CT
Merrill Lynch 11.63%
Jacksonville, FL
Janus Flexible Bond Fund Merrill Lynch 16.71%
Class R Shares Jacksonville, FL
Orchard Trust Co., Ttee. 9.15%
Employee Benefits Clients
Greenwood Village, CO
Orchard Trust Co. LLC, Cust. 6.46%
Opp. Funds Record Pro. Ret. Pl.
Greenwood Village, CO
Frontier Trust Company 6.33%
FBO ABC School Equipment Inc. 401K Plan 209747
Fargo, ND
Counsel Trust dba MATC 5.89%
FBO Universal Space Network Inc.
401K Profit Sharing Plan & Trust
Pittsburgh, PA
Frontier Trust Company 5.32%
FBO Jacinto Medical Group PA 401K Plan 208794
Fargo, ND
Wilmington Trust RISC, as Cust. 5.00%
FBO HSW Engineering Inc. 401K Plan
Phoenix, AZ
Janus Forty Fund Hartford Life Insurance Co. 37.55%
Class R Shares Separate Account DC IV
Hartford, CT
Merrill Lynch 18.73%
Jacksonville, FL
American United Life Insurance Co. 7.54%
AUL American Group Retirement Annuity
Indianapolis, IN
JP Morgan Chase Bank, Ttee. 6.60%
FBO ADP Access 401K Program
New York, NY
Janus Fund JP Morgan Chase Bank, Ttee. 41.14%
Class R Shares FBO ADP Access 401K Program
New York, NY
The Kenrich Group LLC, Ttee. 27.13%
FBO The Kenrich Group LLC 401K
Greenwood Village, CO
Merrill Lynch 9.13%
Jacksonville, FL
</Table>
L-24
<Table>
<Caption>
Name of Fund and Class Shareholder and Address of Record Percentage of Ownership
--------------------------------------------------------------------------------------------------------------------
Chris Weddle 6.13%
FBO Weddle Industries 401K Profit Sharing Plan &
Trust
Goleta, CA
Janus Growth and Income Fund American United Life Insurance Co. 29.49%
Class R Shares AUL American Unit Trust
One American Square
Indianapolis, IN
GPC Securities Inc. 16.63%
Agent for Reliance Trust Company
FBO Rasmussen College 401K Plan
Atlanta, GA
Rolloversystems Inc. 9.95%
Charlotte, NC
Frontier Trust Company 9.57%
FBO Human Management Services Inc. 401K 207210
Fargo, ND
American United Life Insurance Co. 5.90%
AUL American Group Retirement Annuity
Indianapolis, IN
Janus High-Yield Fund Janus Capital Group Inc. 53.71%*
Class R Shares Denver, CO
Herbert Yentis & Company Inc., Ttee. 10.46%
FBO Herbert Yentis & Company Inc. 401K Plan
Greenwood Village, CO
DWS Trust Co., Ttee. 8.88%
FBO Chander Chicco Agency 401K Savings Plan
Salem, NH
Counsel Trust dba MATC 6.70%
FBO Engineering Surveys & Services 401K Plan
Pittsburgh, PA
Janus International Equity Fund Janus Capital Group Inc. 66.87%*
Class R Shares Denver, CO
Frontier Trust Company 5.20%
FBO Wingfield Scale Inc. Profit Sharing 205984
Fargo, ND
Counsel Trust dba MATC 5.05%
International Language Services Defined Benefit
Plan
Pittsburgh, PA
Janus Long/Short Fund Capital Bank & Trust Company, Ttee. 44.45%
Class R Shares Bernardin Lochmueller & Assoc., RPS
Greenwood Village, CO
Capital Bank & Trust Company, Ttee. 33.15%
Senior Market Sales Inc. 401K
Greenwood Village, CO
</Table>
* This ownership represents seed capital that Janus Capital or an affiliate
provided for the Fund.
L-25
<Table>
<Caption>
Name of Fund and Class Shareholder and Address of Record Percentage of Ownership
--------------------------------------------------------------------------------------------------------------------
Reliance Trust Co., Custodian 16.46%
FBO Molded Fiber Glass Companies
Atlanta, GA
Janus Orion Fund Capital Bank & Trust Co., Trustee 12.74%
Class R Shares FBO City Financial Corp 401(K) & Profit Sharing
Plan
Greenwood Village, CO
Mercer Trust Company, Ttee. 11.94%
FBO NY Hotel Trades Council & Hotel Assoc. of NYC
Health Ctr., Inc. EE BEN
Norwood, MA
Counsel Trust dba Mid Atlantic Trust Company 10.23%
FBO Centro Inc. 401K
Profit Sharing Plan & Trust
Pittsburgh, PA
Capital Bank & Trust Company, Ttee. 10.08%
FBO Retirement Profit Sharing Plan 401K
Greenwood Village, CO
Merrill Lynch 7.70%
Jacksonville, FL
MG Trust Company, Cust. 6.71%
FBO Pride Neon Inc. 401K P/S Plan
Denver, CO
Janus Overseas Fund Hartford Life Insurance Co. 40.65%
Class R Shares Separate Account DC IV
Hartford, CT
Merrill Lynch 25.83%
Jacksonville, FL
JP Morgan Chase Bank, Ttee. 5.92%
FBO ADP Access 401K Program
New York, NY
Janus Research Core Fund DWS Trust Co., Ttee. 37.02%
Class R Shares Seattle Metropolitan Credit Union 401K Plan
Salem, NH
MG Trust Company, Cust. 22.09%
FBO Display Supply Inc. 401K
Denver, CO
MG Trust Company, Cust. 9.46%
FBO Canlis Inc.
Denver, CO
MG Trust Company, Cust. 9.46%
FBO Deeny Construction Co., Inc.
Denver, CO
MG Trust Company, Cust. 5.71%
FBO Emerald Paving Inc.
Denver, CO
Janus Triton Fund Janus Capital Group Inc. 13.30%*
Class R Shares Denver, CO
</Table>
* This ownership represents seed capital that Janus Capital or an affiliate
provided for the Fund.
L-26
<Table>
<Caption>
Name of Fund and Class Shareholder and Address of Record Percentage of Ownership
--------------------------------------------------------------------------------------------------------------------
Capital Bank & Trust Company, Ttee. 12.23%
FBO BJK Industries 401K
Greenwood Village, CO
MG Trust Company, Cust. 7.07%
FBO R L Midgett Inc. 401K Plan
Denver, CO
Select Sales Inc., Ttee. 6.86%
FBO Select Sales Inc. & Assoc. COS EES PS
Greenwood Village, CO
Janus Worldwide Fund Capital Bank & Trust Co., Ttee. 38.55%
Class R Shares FBO Alcan Rolled Products-Ravenswood LLC
Savings Pl. for USW Represented Employees
Greenwood Village, CO
MG Trust Company, Cust. 14.50%
FBO Meyer Engineers Ltd.
Denver, CO
MG Trust Company, Cust. 12.27%
FBO Midship Marine Inc.
Denver, CO
Frontier Trust Company 9.42%
FBO Glacier Interactive Solutions 401 K 204009
Fargo, ND
Frontier Trust Company 7.47%
FBO NDP LLC 401K Plan 209674
Fargo, ND
GPC Securities Inc. 7.32%
Agent for Reliance Trust Company
FBO Alpha Solutions Corporation EE Plan
Atlanta, GA
Perkins Mid Cap Value Fund Merrill Lynch 13.92%
Class R Shares Jacksonville, FL
JP Morgan Chase Bank, Ttee. 6.60%
FBO ADP Access 401K Program
New York, NY
EMJAY Corporation, Custodian 6.35%
FBO Plans of RPSA Customers
Greenwood Village, CO
AUL Group Retirement Account 5.34%
Separate Accounts Administration
Indianapolis, IN
Perkins Small Cap Value Fund Merrill Lynch 25.69%
Class R Shares Jacksonville, FL
INTECH Risk-Managed Core Fund Nationwide Trust Company FSB 47.52%
Class S Shares C/O IPO Portfolio Accounting
Columbus, OH
Prudential Investment Mgmt. Service 10.49%
FBO Mutual Fund Clients
Newark, NJ
Saxon & Co. 7.16%
FBO 20-01-302-9912426
Philadelphia, PA
</Table>
L-27
<Table>
<Caption>
Name of Fund and Class Shareholder and Address of Record Percentage of Ownership
--------------------------------------------------------------------------------------------------------------------
UMB Bank NA 6.55%
FBO Fiduciary for Tax Deferred Accounts
Topeka, KS
UMB Bank NA 6.08%
FBO Fiduciary for Tax Deferred Accounts
Topeka, KS
INTECH Risk-Managed Growth American United Life Insurance Co. 30.48%
Fund Unit Investment Trust
Class S Shares Separate Account Administration
Indianapolis, IN
Wachovia Bank 26.26%
FBO Various Retirement Plans
9888888836 NC 1076
Charlotte, NC
Charles Schwab & Co., Inc. 22.90%
Special Custody Account
FBO Institutional Client Accounts
San Francisco, CA
New York Life Trust Company 5.81%
Parsippany, NJ
INTECH Risk-Managed Janus Capital Group Inc. 100.00%*
International Fund Denver, CO
Class S Shares
INTECH Risk-Managed Value Fund Janus Capital Group Inc. 100.00%*
Class S Shares Denver, CO
Janus Balanced Fund National Financial Services LLC, Tr. 15.22%
Class S Shares For Exclusive Benefit of Our Customers
New York, NY
Nationwide Trust Company FSB 6.51%
C/O IPO Portfolio Accounting
Columbus, OH
Nationwide Life Ins. Company QPVA 5.70%
C/O IPO Portfolio Accounting
Columbus, OH
Saxon & Co. 5.31%
FBO 91 Vested Interest
Omnibus Asset
A/C #20-01-302-9912426
Philadelphia, PA
Janus Contrarian Fund New York Life Trust Company 13.49%
Class S Shares Parsippany, NJ
Wachovia Bank 6.04%
FBO Various Retirement Plans
9888888836 NC 1076
Charlotte, NC
Janus Enterprise Fund National Financial Services LLC, Tr. 15.73%
Class S Shares For Exclusive Benefit of Our Customers
New York, NY
</Table>
* This ownership represents seed capital that Janus Capital or an affiliate
provided for the Fund.
L-28
<Table>
<Caption>
Name of Fund and Class Shareholder and Address of Record Percentage of Ownership
--------------------------------------------------------------------------------------------------------------------
Benefit Trust Co. 10.49%
FBO PHH Investments LLC
Overland Park, KS
Nationwide Trust Company FSB 6.85%
C/O IPO Portfolio Accounting
Columbus, OH
Charles Schwab & Co., Inc. 6.07%
Special Custody Account
FBO Institutional Client Accounts
San Francisco, CA
Janus Flexible Bond Fund National Financial Services LLC, Tr. 14.88%
Class S Shares For Exclusive Benefit of Our Customers
New York, NY
Hartford Life Insurance Co. 10.78%
Separate Account DC IV
Hartford, CT
Prudential Investment Mgmt. Service 9.21%
FBO Mutual Fund Clients
Newark, NJ
Saxon & Co. 8.58%
FBO 91 Vested Interest
Omnibus Asset
A/C #20-01-302-9912426
Philadelphia, PA
Reliance Trust Company 6.55%
Sisters of Mercy of The Americas 401(K)
Atlanta, GA
Janus Forty Fund Citigroup Global Markets Inc. 25.41%
Class S Shares 00109801250
New York, NY
National Financial Services LLC, Tr. 18.01%
For Exclusive Benefit of Our Customers
New York, NY
Janus Fund Citigroup Global Markets Inc. 15.05%
Class S Shares 00109801250
New York, NY
Saxon & Co. 12.00%
FBO 91 Vested Interest
Omnibus Asset
A/C #20-01-302-9912426
Philadelphia, PA
Ohio National Life Insurance Co. 8.96%
FBO Its Separate Accounts
Cincinnati, OH
Prudential Retirement-Alliance 8.35%
Separate Acct. Investment Products &
Advisory Services
Chicago, IL
Charles Schwab & Co., Inc. 8.20%
Special Custody Account
FBO Institutional Client Accounts
San Francisco, CA
</Table>
L-29
<Table>
<Caption>
Name of Fund and Class Shareholder and Address of Record Percentage of Ownership
--------------------------------------------------------------------------------------------------------------------
Nationwide Trust Company FSB 6.30%
C/O IPO Portfolio Accounting
Columbus, OH
Orchard Trust Company LLC, Trustee 5.40%
FBO Retirement Plans
Greenwood Village, CO
Janus Global Life Sciences Fund FIIOC 88.85%
Class S Shares FBO Foam Supplies Inc. Profit Sharing 401K Plan
Covington, KY
Janus Capital Group Inc. 6.65%*
Denver, CO
Janus Global Opportunities Fund LPL Financial Services 12.99%
Class S Shares A/C 4884-5690
San Diego, CA
LPL Financial 11.00%
Account 2166-9019
San Diego, CA
LPL Financial Services 9.53%
A/C 7981-7819
San Diego, CA
LPL Financial Services 8.93%
A/C 8450-2089
San Diego, CA
LPL Financial 5.97%
Account 1029-4063
San Diego, CA
LPL Financial 5.52%
Account 7007-7733
San Diego, CA
Janus Global Real Estate Fund Janus Capital Group Inc. 87.91%*
Class S Shares Denver, CO
Wells Fargo Investments LLC 8.29%
Account 2377-3750
Minneapolis, MN
Janus Global Research Fund Janus Capital Group Inc. 100.00%*
Class S Shares Denver, CO
Janus Global Technology Fund Saxon & Co. 37.81%
Class S Shares FBO 20-01-302-9912426
Philadelphia, PA
National Financial Services LLC, Tr. 11.96%
For Exclusive Benefit of Our Customers
New York, NY
LPL Financial 11.40%
Account 7052-6169
San Diego, CA
LPL Financial 10.65%
A/C 1699-2792
San Diego, CA
</Table>
* This ownership represents seed capital that Janus Capital or an affiliate
provided for the Fund.
L-30
<Table>
<Caption>
Name of Fund and Class Shareholder and Address of Record Percentage of Ownership
--------------------------------------------------------------------------------------------------------------------
Janus Growth and Income Fund Saxon & Co. 23.04%
Class S Shares FBO 91 Vested Interest
Omnibus Asset
A/C #20-01-302-9912426
Philadelphia, PA
Nationwide Trust Company FSB 17.75%
C/O IPO Portfolio Accounting
Columbus, OH
Charles Schwab & Co., Inc. 10.59%
Special Custody Account
FBO Institutional Client Accounts
San Francisco, CA
Prudential Investment Mgmt. Service 7.30%
FBO Mutual Fund Clients
Jersey City, NJ
Janus High-Yield Fund Wachovia Bank 6.59%
Class S Shares FBO Various Retirement Plans
9888888836 NC 1076
Charlotte, NC
Janus International Forty Fund Janus Capital Group Inc. 31.79%*
Class S Shares Denver, CO
Janus Long/Short Fund Orchard Trust Co. LLC/Ttee. 17.35%
Class S Shares FBO CT Charlton & Assoc., Inc. EE SP 401K
Greenwood Village, CO
FIIOC 16.02%
FBO Orthopedic Associates Inc.
Covington, KY
National Financial Services LLC, Tr. 13.71%
For Exclusive Benefit of Our Customers
New York, NY
FIIOC 9.74%
FBO McLanahan Corporation, Non-Union
Covington, KY
Janus Modular Portfolio Janus Capital Group Inc. 81.71%*
Construction Fund Denver, CO
Class S Shares
Charles Schwab & Co., Inc. 14.61%
Special Custody Account
FBO Institutional Client Accounts
San Francisco, CA
Janus Orion Fund National Financial Services LLC, Tr. 50.85%
Class S Shares For Exclusive Benefit of Our Customers
New York, NY
Capital Bank And Trust Company, Tr. 28.39%
FBO Cherokee Pharmaceuticals LLC 401K PS Plan
Greenwood Village, CO
Janus Overseas Fund National Financial Services LLC, Tr. 14.45%
Class S Shares For Exclusive Benefit of Our Customers
New York, NY
</Table>
* This ownership represents seed capital that Janus Capital or an affiliate
provided for the Fund.
L-31
<Table>
<Caption>
Name of Fund and Class Shareholder and Address of Record Percentage of Ownership
--------------------------------------------------------------------------------------------------------------------
State Street Bank & Trust 11.79%
FBO ADP Daily Valuation B 401K Product
North Quincy, MA
Hartford Life Insurance Co. 10.68%
Separate Account DC IV
Hartford, CT
Nationwide Trust Company FSB 6.71%
C/O IPO Portfolio Accounting
Columbus, OH
Janus Research Core Fund Nationwide Trust Company FSB 20.17%
Class S Shares C/O IPO Portfolio Accounting
Columbus, OH
National Financial Services LLC, Tr. 11.94%
For Exclusive Benefit of Our Customers
New York, NY
Saxon & Co. 8.02%
FBO 91 Vested Interest
Omnibus Asset
A/C #20-01-302-9912426
Philadelphia, PA
DWS Trust Company, Ttee. 5.73%
FBO Medegen 401(K) Plan
# 063144
Salem, NH
GPC Securities Inc. 5.21%
As Agent For Bank Of America
FBO Cambridge Valve & Fitting Inc. PS Plan
Atlanta, GA
Janus Research Fund Janus Capital Group Inc. 98.58%*
Class S Shares Denver, CO
Janus Short-Term Bond Fund National Financial Services LLC, Tr. 13.53%
Class S Shares For Exclusive Benefit of Our Customers
New York, NY
Pershing LLC 10.30%
Jersey City, NJ
LPL Financial 7.98%
Account 7891-5495
San Diego, CA
LPL Financial 5.88%
Account 5453-7460
San Diego, CA
Janus Smart Portfolio - Conservative Ameritrade Inc. 62.61%
Class S Shares FBO 9399171901
Omaha, NE
Ameritrade Inc. 10.20%
FBO 9029141301
Omaha, NE
Ameritrade Inc. 9.69%
FBO 9399417201
Omaha, NE
</Table>
* This ownership represents seed capital that Janus Capital or an affiliate
provided for the Fund.
L-32
<Table>
<Caption>
Name of Fund and Class Shareholder and Address of Record Percentage of Ownership
--------------------------------------------------------------------------------------------------------------------
LPL Financial 8.80%
Account 6662-6408
San Diego, CA
Ameritrade Inc. 5.87%
FBO 9349075401
Omaha, NE
Janus Smart Portfolio - Growth Janus Capital Group Inc. 52.79%*
Class S Shares Denver, CO
LPL Financial 47.21%
Account 8005-5296
San Diego, CA
Janus Smart Portfolio - Moderate Janus Capital Group Inc. 100.00%*
Class S Shares Denver, CO
Janus Worldwide Fund Nationwide Trust Company FSB 16.64%
Class S Shares C/O IPO Portfolio Accounting
Columbus, OH
Guardian Insurance & Annuity Co. 13.05%
Sep-Acct. L
C/O Paul Iannelli
Equity Acct. 3S
New York, NY
Prudential Retirement-Alliance 11.08%
Separate Acct Investment Products &
Advisory Services
Chicago, IL
Ohio National Life Insurance Co. 9.83%
FBO Its Separate Accounts
Cincinnati, OH
Nationwide Life Ins. Company QPVA 6.40%
C/O IPO Portfolio Accounting
Columbus, OH
Perkins Large Cap Value Fund Janus Capital Group Inc. 100.00%*
Class S Shares Denver, CO
Perkins Mid Cap Value Fund Massachusetts Mutual Life Insurance Company 9.11%
Class S Shares Springfield, MA
Orchard Trust Company LLC, Trustee 6.90%
FBO Employee Benefits Clients
C O Jeff Wayland
Greenwood Village, CO
Wachovia Bank 5.80%
FBO Various Retirement Plans
9888888836 NC 1076
Charlotte, NC
Taynik & Co. 5.09%
C/O Investors Bank & Trust
Boston, MA
Perkins Small Cap Value Fund ING National Trust, Trustee 13.68%
Class S Shares Core Market Retirement Plans
North Quincy, MA
</Table>
* This ownership represents seed capital that Janus Capital or an affiliate
provided for the Fund.
L-33
<Table>
<Caption>
Name of Fund and Class Shareholder and Address of Record Percentage of Ownership
--------------------------------------------------------------------------------------------------------------------
Prudential Investment Mgmt. Service 10.07%
FBO Mutual Fund Clients
Newark, NJ
Wachovia Bank 8.32%
FBO Various Retirement Plans
9888888836 NC 1151
Charlotte, NC
American United Life Insurance Co. 7.02%
Group Retirement Annuity
Indianapolis, IN
PWMCO, LLC 5.40%
FBO 101081
Chicago, IL
INTECH Risk-Managed Core Fund Charles Schwab & Co., Inc. 43.03%
Class T Shares Exclusive Benefit of Our Customers
Reinvest. Account
San Francisco, CA
National Financial Services Co. 42.07%
For the Exclusive Benefit of Our Customers
New York, NY
INTECH Risk-Managed Growth Fund Janus Capital Group Inc. 80.83%*
Class T Shares Denver, CO
Charles Schwab & Co., Inc. 19.17%
Exclusive Benefit of Our Customers
Reinvest. Account
San Francisco, CA
INTECH Risk-Managed Janus Capital Group Inc. 100.00%*
International Fund Denver, CO
Class T Shares
INTECH Risk-Managed Value Fund Charles Schwab & Co., Inc. 53.76%
Class T Shares Exclusive Benefit of Our Customers
Reinvest. Account
San Francisco, CA
Janus Capital Group Inc. 46.24%*
Denver, CO
Janus Balanced Fund Charles Schwab & Co., Inc. 39.41%
Class T Shares Exclusive Benefit of Our Customers
Reinvest. Account
San Francisco, CA
National Financial Services Co. 28.79%
For the Exclusive Benefit of Our Customers
New York, NY
Janus Contrarian Fund National Financial Services Co. 37.61%
Class T Shares For the Exclusive Benefit of Our Customers
New York, NY
Charles Schwab & Co., Inc. 36.30%
Exclusive Benefit of Our Customers
Reinvest. Account
San Francisco, CA
</Table>
* This ownership represents seed capital that Janus Capital or an affiliate
provided for the Fund.
L-34
<Table>
<Caption>
Name of Fund and Class Shareholder and Address of Record Percentage of Ownership
--------------------------------------------------------------------------------------------------------------------
Janus Enterprise Fund National Financial Services Co. 38.96%
Class T Shares For the Exclusive Benefit of Our Customers
New York, NY
Charles Schwab & Co., Inc. 33.17%
Exclusive Benefit of Our Customers
Reinvest. Account
San Francisco, CA
Janus Flexible Bond Fund National Financial Services Co. 39.14%
Class T Shares For the Exclusive Benefit of Our Customers
New York, NY
Charles Schwab & Co., Inc. 32.93%
Exclusive Benefit of Our Customers
Reinvest. Account
San Francisco, CA
Ameritrade Inc. 5.63%
FEBO Our Customers
Omaha, NE
Prudential Investment Mgmt. Service 5.40%
FBO Mutual Fund Clients
Newark, NJ
Pershing LLC 5.19%
Jersey City, NJ
Janus Forty Fund National Financial Services Co. 72.72%
Class T Shares For the Exclusive Benefit of Our Customers
New York, NY
Charles Schwab & Co., Inc. 21.45%
Exclusive Benefit of Our Customers
Reinvest. Account
San Francisco, CA
Janus Fund National Financial Services Co. 54.57%
Class T Shares For the Exclusive Benefit of Our Customers
New York, NY
Charles Schwab & Co., Inc. 18.32%
Exclusive Benefit of Our Customers
Reinvest. Account
San Francisco, CA
MAC & Co. 8.44%
A/C NYPF3002002
FBO NY State Deferred Comp. Plan
Pittsburgh, PA
Janus Global Life Sciences Fund Charles Schwab & Co., Inc. 46.18%
Class T Shares Exclusive Benefit of Our Customers
Reinvest. Account
San Francisco, CA
National Financial Services Co. 26.48%
For the Exclusive Benefit of Our Customers
New York, NY
Ameritrade Inc. 8.84%
FEBO Our Customers
Omaha, NE
</Table>
L-35
<Table>
<Caption>
Name of Fund and Class Shareholder and Address of Record Percentage of Ownership
--------------------------------------------------------------------------------------------------------------------
Janus Global Opportunities Fund Charles Schwab & Co., Inc. 64.68%
Class T Shares Exclusive Benefit of Our Customers
Reinvest. Account
San Francisco, CA
National Financial Services Co. 16.33%
For the Exclusive Benefit of Our Customers
New York, NY
Janus Global Real Estate Fund Charles Schwab & Co., Inc. 99.39%
Class T Shares Exclusive Benefit of Our Customers
Reinvest. Account
San Francisco, CA
Janus Global Research Fund Charles Schwab & Co., Inc. 61.11%
Class T Shares Exclusive Benefit of Our Customers
Reinvest. Account
San Francisco, CA
National Financial Services Co. 24.29%
For the Exclusive Benefit of Our Customers
New York, NY
Janus Global Technology Fund Charles Schwab & Co., Inc. 42.28%
Class T Shares Exclusive Benefit of Our Customers
Reinvest. Account
San Francisco, CA
National Financial Services Co. 28.42%
For the Exclusive Benefit of Our Customers
New York, NY
Ameritrade Inc. 5.81%
FEBO Our Customers
Omaha, NE
Pershing LLC 5.10%
Jersey City, NJ
Janus Government Money Market Charles Schwab & Co., Inc. 43.85%
Fund Exclusive Benefit of Our Customers
Class T Shares Reinvest. Account
San Francisco, CA
Ameritrade Inc. 12.47%
FEBO Our Customers
Omaha, NE
Janus Growth and Income Fund Charles Schwab & Co., Inc. 52.68%
Class T Shares Exclusive Benefit of Our Customers
Reinvest. Account
San Francisco, CA
National Financial Services Co. 17.43%
For the Exclusive Benefit of Our Customers
New York, NY
Janus High-Yield Fund Charles Schwab & Co., Inc. 49.77%
Class T Shares Exclusive Benefit of Our Customers
Reinvest. Account
San Francisco, CA
National Financial Services Co. 27.77%
For the Exclusive Benefit of Our Customers
New York, NY
</Table>
L-36
<Table>
<Caption>
Name of Fund and Class Shareholder and Address of Record Percentage of Ownership
--------------------------------------------------------------------------------------------------------------------
Citigroup Global Markets Inc. 7.50%
00109801250
New York, NY
Janus International Equity Fund Charles Schwab & Co., Inc. 98.89%
Class T Shares Exclusive Benefit of Our Customers
Reinvest. Account
San Francisco, CA
Janus International Forty Fund Charles Schwab & Co., Inc. 93.93%**
Class T Shares Exclusive Benefit of Our Customers
Reinvest. Account
San Francisco, CA
Janus Long/Short Fund Charles Schwab & Co., Inc. 99.04%
Class T Shares Exclusive Benefit of Our Customers
Reinvest. Account
San Francisco, CA
Janus Modular Portfolio Charles Schwab & Co., Inc. 65.43%
Construction Fund Exclusive Benefit of Our Customers
Class T Shares Reinvest. Account
San Francisco, CA
Janus Capital Group Inc. 34.57%*
Denver, CO
Janus Money Market Fund Bank of New York 29.44%
Class T Shares As Cust. For Mass Mutual Life Insurance Co.
New York, NY
Bank of New York Mellon, Cust. 29.44%
For NY Life Ins. Co., as Depositor
New York, NY
PFPC Inc., as Agent for PFPC Trust 17.08%
FBO Morningstar Wrap Program Customers
King of Prussia, PA
Charles Schwab & Co., Inc. 13.01%
Exclusive Benefit of Our Customers
Reinvest. Account
San Francisco, CA
Janus Orion Fund Charles Schwab & Co., Inc. 36.98%
Class T Shares Exclusive Benefit of Our Customers
Reinvest. Account
San Francisco, CA
National Financial Services Co. 33.33%
For the Exclusive Benefit of Our Customers
New York, NY
Ameritrade Inc. 6.26%
FEBO Our Customers
Omaha, NE
Janus Overseas Fund National Financial Services Co. 36.43%
Class T Shares For the Exclusive Benefit of Our Customers
New York, NY
Charles Schwab & Co., Inc. 34.73%
Exclusive Benefit of Our Customers
Reinvest. Account
San Francisco, CA
</Table>
* This ownership represents seed capital that Janus Capital or an affiliate
provided for the Fund.
** The Fund's portfolio manager owns approximately 81.5% of Class T Shares of
the Fund.
L-37
<Table>
<Caption>
Name of Fund and Class Shareholder and Address of Record Percentage of Ownership
--------------------------------------------------------------------------------------------------------------------
Janus Research Core Fund Charles Schwab & Co., Inc. 51.57%
Class T Shares Exclusive Benefit of Our Customers
Reinvest. Account
San Francisco, CA
National Financial Services Co. 26.50%
For the Exclusive Benefit of Our Customers
New York, NY
Janus Research Fund Charles Schwab & Co., Inc. 41.28%
Class T Shares Exclusive Benefit of Our Customers
Reinvest. Account
San Francisco, CA
National Financial Services Co. 28.03%
For the Exclusive Benefit of Our Customers
New York, NY
Janus Short-Term Bond Fund Charles Schwab & Co., Inc. 40.92%
Class T Shares Exclusive Benefit of Our Customers
Reinvest. Account
San Francisco, CA
National Financial Services Co. 40.63%
For the Exclusive Benefit of Our Customers
New York, NY
Janus Smart Portfolio - Conservative Charles Schwab & Co., Inc. 27.00%
Class T Shares Exclusive Benefit of Our Customers
Reinvest. Account
San Francisco, CA
National Financial Services Co. 20.89%
For the Exclusive Benefit of Our Customers
New York, NY
Brown Brothers, Harriman and Company 11.77%
As Custodian for 2700037
Jersey City, NJ
Ameritrade Inc. 10.71%
FEBO Our Customers
Omaha, NE
Pershing LLC 5.13%
Jersey City, NJ
Janus Smart Portfolio - Growth National Financial Services Co. 35.51%
Class T Shares For the Exclusive Benefit of Our Customers
New York, NY
Charles Schwab & Co., Inc. 30.67%
Exclusive Benefit of Our Customers
Reinvest. Account
San Francisco, CA
Ameritrade Inc. 11.65%
FEBO Our Customers
Omaha, NE
Janus Smart Portfolio - Moderate Charles Schwab & Co., Inc. 33.92%
Class T Shares Exclusive Benefit of Our Customers
Reinvest. Account
San Francisco, CA
National Financial Services Co. 28.45%
For the Exclusive Benefit of Our Customers
New York, NY
</Table>
L-38
<Table>
<Caption>
Name of Fund and Class Shareholder and Address of Record Percentage of Ownership
--------------------------------------------------------------------------------------------------------------------
Pershing LLC 11.11%
Jersey City, NJ
Ameritrade Inc. 6.97%
FEBO Our Customers
Omaha, NE
Janus Triton Fund National Financial Services Co. 47.66%
Class T Shares For the Exclusive Benefit of Our Customers
New York, NY
Charles Schwab & Co., Inc. 35.83%
Exclusive Benefit of Our Customers
Reinvest. Account
San Francisco, CA
Janus Twenty Fund National Financial Services Co. 18.96%
Class T Shares For the Exclusive Benefit of Our Customers
New York, NY
Charles Schwab & Co., Inc. 18.02%
Exclusive Benefit of Our Customers
Reinvest. Account
San Francisco, CA
Minnesota State Retirement System 9.92%
Defined Contribution Plans
St. Paul, MN
Ohio Public Employee Deferred Compensation Program 6.70%
Columbus, OH
Nationwide Life Ins. Company QPVA 5.95%
C/O IPO Portfolio Accounting
Columbus, OH
Hartford Life Insurance Company 5.34%
DC III Separate Account
Hartford, CT
Janus Venture Fund Charles Schwab & Co., Inc. 44.23%
Class T Shares Exclusive Benefit of Our Customers
Reinvest. Account
San Francisco, CA
National Financial Services Co. 25.46%
For the Exclusive Benefit of Our Customers
New York, NY
Ameritrade Inc. 5.17%
FEBO Our Customers
Omaha, NE
Janus Worldwide Fund Charles Schwab & Co., Inc. 36.82%
Class T Shares Exclusive Benefit of Our Customers
Reinvest. Account
San Francisco, CA
National Financial Services Co. 30.91%
For the Exclusive Benefit of Our Customers
New York, NY
Perkins Large Cap Value Fund Charles Schwab & Co., Inc. 87.36%
Class T Shares Exclusive Benefit of Our Customers
Reinvest. Account
San Francisco, CA
</Table>
L-39
<Table>
<Caption>
Name of Fund and Class Shareholder and Address of Record Percentage of Ownership
--------------------------------------------------------------------------------------------------------------------
Janus Capital Group Inc. 6.94%*
Denver, CO
Perkins Mid Cap Value Fund National Financial Services Corp. 40.79%
Class T Shares For the Exclusive Benefit of Our Customers
New York, NY
Charles Schwab & Co., Inc. 26.63%
Reinvest. Account
San Francisco, CA
Pershing LLC 5.66%
Jersey City, NJ
Perkins Small Cap Value Fund National Financial Services Co. 27.43%
Class T Shares For the Exclusive Benefit of Our Customers
New York, NY
Charles Schwab & Co., Inc. 26.05%
Exclusive Benefit of Our Customers
Reinvest. Account
San Francisco, CA
Prudential Investment Mgmt. Service 8.11%
FBO Mutual Fund Clients
Newark, NJ
</Table>
* This ownership represents seed capital that Janus Capital or an affiliate
provided for the Fund.
L-40
APPENDIX M
LEGAL MATTERS
In the fall of 2003, the Securities and Exchange Commission ("SEC"), the
Office of the New York State Attorney General ("NYAG"), the Colorado Attorney
General ("COAG"), and the Colorado Division of Securities ("CDS") announced that
they were investigating alleged frequent trading practices in the mutual fund
industry. On August 18, 2004, Janus Capital announced that it had reached final
settlements with the SEC, the NYAG, the COAG, and the CDS related to such
regulators' investigations into Janus Capital's frequent trading arrangements.
A number of civil lawsuits were brought against Janus Capital and certain
of its affiliates, the Janus funds, and related entities and individuals based
on allegations similar to those announced by the above regulators and were filed
in several state and federal jurisdictions. Such lawsuits alleged a variety of
theories for recovery including, but not limited to, the federal securities
laws, other federal statutes (including ERISA), and various common law
doctrines. The Judicial Panel on Multidistrict Litigation transferred these
actions to the U.S. District Court for the District of Maryland (the "Court")
for coordinated proceedings. On September 29, 2004, five consolidated amended
complaints were filed with the Court, two of which still remain: (i) claims by a
putative class of shareholders of Janus Capital Group Inc. ("JCGI") asserting
claims on behalf of the shareholders against JCGI and Janus Capital (First
Derivative Traders et al. v. Janus Capital Group Inc. et al., U.S. District
Court, District of Maryland, MDL 1586, formerly referred to as Wiggins, et al.
v. Janus Capital Group, Inc., et al., U.S. District Court, District of Maryland,
Case No. 04-CV-00818); and (ii) derivative claims by investors in certain Janus
funds ostensibly on behalf of such funds (Steinberg et al. v. Janus Capital
Management, LLC et al., U.S. District Court, District of Maryland, Case No. 04-
CV-00518).
In the First Derivative Traders case (action (i) above), a Motion to
Dismiss was previously granted and the matter was dismissed in May 2007.
Plaintiffs appealed that dismissal to the United States Court of Appeals for the
Fourth Circuit ("Fourth Circuit"). In May 2009, the Fourth Circuit reversed the
order of dismissal and remanded the case back to the Court for further
proceedings. In October 2009, JCGI and Janus Capital filed a petition for a writ
of certiorari with the United States Supreme Court to review the judgment of the
Fourth Circuit. On January 11, 2010, the Supreme Court asked the United States
Solicitor General to file a brief on the question of whether the petition should
be granted. As a result of these developments at the Supreme Court, the Court
has stayed all further proceedings until the Supreme Court rules on the petition
for a writ of certiorari. In the Steinberg case (action (ii) above), the Court
entered an order on January 20, 2010, granting Janus Capital's Motion for
Summary Judgment and dismissing the remaining claims asserted against the
company. However, on February 17, 2010, Plaintiffs filed a Notice of Appeal with
the Fourth Circuit.
M-1
In addition to the lawsuits described above, the Auditor of the State of
West Virginia ("Auditor"), in his capacity as securities commissioner, initiated
administrative proceedings against many of the defendants in the market timing
cases (including JCGI and Janus Capital) and, as a part of its relief, is
seeking disgorgement and other monetary relief based on similar market timing
allegations (In the Matter of Janus Capital Group Inc. et al., Before the
Securities Commissioner, State of West Virginia, Summary Order No. 05-1320). In
September 2006, JCGI and Janus Capital filed their answer to the Auditor's
summary order instituting proceedings as well as a Motion to Discharge Order to
Show Cause. On July 31, 2009, Janus filed a "Notice that Matter is Deemed
Concluded." At this time, no further proceedings are scheduled in this matter.
Additional lawsuits may be filed against certain of the Janus funds, Janus
Capital, and related parties in the future. Janus Capital does not currently
believe that these pending actions will materially affect its ability to
continue providing services it has agreed to provide to the Janus funds.
M-2
FORM OF PROXY CARD
[Janus Logo]
PLEASE VOTE THIS PROXY CARD TODAY!
PROXY TABULATOR YOUR PROMPT RESPONSE WILL SAVE THE EXPENSE
P.O. BOX 859232 OF ADDITIONAL MAILINGS
BRAINTREE, MA 02185-9232
VOTE VIA THE TELEPHONE VOTE VIA THE INTERNET VOTE BY MAIL
1. Read the Proxy Statement and have 1. Read the Proxy Statement and have 1. Read the Proxy Statement
this card at hand this card at hand
2. Mark the appropriate box(es) on
2. Call toll-free at 1-800-825-0898 2. Log on to WWW.KINGPROXY.COM/JANUS this proxy card
and follow the recorded and follow the on-screen
instructions instructions 3. Sign and date this proxy card
3. If you vote via the telephone, you 3. If you vote via the Internet, you 4. Mail your completed proxy card in
do not need to mail this proxy do not need to mail this proxy the enclosed envelope
card card
JANUS INVESTMENT FUND
SPECIAL MEETING OF SHAREHOLDERS
(FUND NAME PRINTS HERE) TO BE HELD JUNE 10, 2010
THIS PROXY IS SOLICITED ON BEHALF OF THE TRUSTEES OF JANUS INVESTMENT FUND. The undersigned, revoking any previous proxies, hereby
appoints Robin C. Beery, Jesper Nergaard, and Stephanie Grauerholz-Lofton or any of them, as attorneys and proxies, with full
power of substitution to each, to vote the shares which the undersigned is entitled to vote at the Special Meetings of
Shareholders ("Meetings") of the Fund listed above to be held at the JW Marriott Hotel, 150 Clayton Lane, Denver, CO on June 10,
2010 at 9:30 a.m. and 10:00 a.m. Mountain Time and at any adjournment(s) or postponement(s) of such Meetings. As to any other
matter that properly comes before the Meetings or any adjournment(s) or postponement(s) thereof, the persons appointed above may
vote in accordance with their best judgment. The undersigned hereby acknowledges receipt of the accompanying Proxy Statement and
Notice of Special Meetings.
NOTE: Please sign exactly as your name(s) appears on the Proxy. If you
are signing this Proxy for a corporation, estate, trust or in other
fiduciary capacity, for example, as a trustee, please state that
capacity or title along with your signature.
-------------------------------------------- ------------------
Signature Date
-------------------------------------------- ------------------
Signature (Joint Owners) Date
WHEN THIS PROXY IS PROPERLY EXECUTED, THE SHARES REPRESENTED HEREBY WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE,
THIS PROXY WILL BE VOTED "FOR" THE PROPOSAL(S) SET FORTH BELOW.
PLEASE MARK THE BOXES BELOW IN BLUE OR BLACK INK AS FOLLOWS. EXAMPLE: [X]
FOR all nominees listed WITHHOLD
1. Election of ten Trustees: (except as noted on the authority to vote
(all funds) line at left) for all nominees
01. Jerome S. Contro 02. William F. McCalpin 03. John W. McCarter, Jr.
04. Dennis B. Mullen 05. James T. Rothe 06. William D. Stewart [ ] [ ]
07. Martin H. Waldinger 08. Linda S. Wolf 09. John H. Cammack
10. John P. McGonigle
--------------------------------------------------------------------------------------------------------------
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE(S), WRITE THE NAME(S) OF THE NOMINEE(S)
ON THE LINE ABOVE).
2. Approve an amended and restated investment advisory agreement to change the investment advisory fee rate from a fixed
rate to a rate that adjusts up or down based upon the Fund's performance relative to its benchmark index.
FOR AGAINST ABSTAIN
(applicable fund) [ ] [ ] [ ]
3. Approve an amended and restated investment advisory agreement to change the Fund's benchmark index for purposes of
calculating the performance-based investment advisory fee.
FOR AGAINST ABSTAIN
Janus Global Real Estate Fund [ ] [ ] [ ]
4. Approve an amended and restated investment advisory agreement to allow Janus Capital to engage a subadviser for the
Fund.
FOR AGAINST ABSTAIN
Janus Global Opportunities Fund [ ] [ ] [ ]
5. Approve a subadvisory agreement between Janus Capital Management LLC and Perkins Investment Management LLC.
FOR AGAINST ABSTAIN
Janus Global Opportunities Fund [ ] [ ] [ ]
PLEASE SIGN ON THE REVERSE SIDE OF THIS CARD