UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment(Amendment No.
______________)Filed by the Registrant
[X]x Filed by a Party other than the Registrant[ ]¨Check the appropriate box:
[X] Preliminary Proxy Statement [ ] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) [ ] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material Pursuant to Section 240.14a-12 JANUS INVESTMENT FUND --------------------- (Exact
¨ 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 § 240.14a-12 Janus Investment Fund
(Exact Name of Registrant as Specified in Charter)
151 Detroit Street, Denver, Colorado 80206-4805
----------------------------------------------- (Address(Address of Principal Executive Offices)
303-333-3863
------------ (Registrant's(Registrant’s Telephone No., including Area Code)
Stephanie
Grauerholz-Lofton --Grauerholz — 151 Detroit Street, Denver, Colorado 80206-4805------------------------------------------------------------------------------ (Name(Name and Address of Agent for Service)
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(check(Check the appropriate box):[X] No fee required. [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. 1) Title of each class of securities to which transaction applies: -------------------------------------------------------------------------------- 2) Aggregate number of securities to which transaction applies: -------------------------------------------------------------------------------- 3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): -------------------------------------------------------------------------------- 4) Proposed maximum aggregate value of transaction: -------------------------------------------------------------------------------- 5) Total fee paid: -------------------------------------------------------------------------------- [ ] Fee paid previously with preliminary materials. [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. 1) Amount Previously Paid: -------------------------------------------------------------------------------- 2) Form, Schedule or Registration Statement No.: -------------------------------------------------------------------------------- 3) Filing Party: -------------------------------------------------------------------------------- 4) Date Filed: -------------------------------------------------------------------------------- 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) [ , 2010]
x No fee required. ¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies:
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For shareholders of
Janus Investment Fund
(the “Trust”)May 5, 2016
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 morea proposal to elect eight Trustees to serve on the Board ofthe five proposals thatTrustees of your Fund. The proposal will be presented to shareholders attwoa joint SpecialMeetingsMeeting of Shareholders to be held on[ , 2010].June 14, 2016. Thevarious proposals areproposal is briefly summarized below and in the Synopsis section that precedes the enclosed joint proxy statement (the"Proxy Statement"“Proxy Statement”). The Proxy Statement includes a detailed discussion ofeach oftheproposals,proposal, which you should read carefully. The Board of Trustees recommends that you vote to approveall oftheapplicable proposals presentedproposal as presented.The proposal for your
consideration. The first special meeting will occur at [9:30 a.m.] and relatesconsideration applies toPROPOSAL 1 WHICH APPLIES TO ALL JANUS FUNDS. Proposal 1all Janus funds,and asks that shareholders electteneight Trustees to serve on the Board of Trustees.EightSix of the individuals you are being asked to consider for election currently serve on theFunds'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,"“independent,” meaning that the nominee is not affiliated with theFunds'Funds’ adviser or its related entities, and if elected would serve as an"independent“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 ofIndependent Trusteeshas 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 interestsof theFund's manager with thoseFunds believe that the proposal is in the best interest ofthe 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 theeach Fund andas a result, would be more appropriate to compare againstits shareholders and have recommended that shareholders vote “FOR” theFund'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 sub-advisory 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 sub-advisory 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.proposal.You can vote in one of four ways:
- BY MAILBy mailwith the enclosed proxy card(s);- BY INTERNETBy Internetthrough the website listed in the proxy voting instructions;- BY TELEPHONEBy telephoneby calling the toll-free number listed on your proxy card(s) and following the recorded instructions; or- IN PERSONIn personat the SpecialMeetingsMeeting of Shareholders on[ , 2010].June 14, 2016.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),proposal, please call the proxy solicitor,[ ],Computershare Fund Services, at[1- ].1-866-492-0863.Thank you for your consideration of the
proposal(s).proposal. We value you as a shareholder and look forward to our continued relationship.Sincerely,
/s//s/ William F. McCalpin
William F. McCalpin
Chairman of the Board of
Janus Investment Fund
(JANUS LOGO)JANUS INVESTMENT FUND
151
DETROIT STREET DENVER, COLORADODetroit StreetDenver, Colorado 80206
NOTICE OF A JOINT SPECIAL
MEETINGSMEETING OF SHAREHOLDERSNotice is hereby given that a joint Special Meeting of Shareholders of Janus Investment Fund (the
"Trust,"“Trust,” each separate series thereof, a"Fund"“Fund”), has been called to be held at the JW Marriott Hotel, 150 Clayton Lane, Denver, Colorado 80206, on[ , 2010],June 14, 2016 at[9:309:00 a.m.]MountainTime.Time (together with any adjournments or postponements thereof, the “Meeting”). At themeeting,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 themeeting.Meeting.Proposal 1. To elect
teneight 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 [ , 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 amendment to the Fund's investment advisory agreement, which changes 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."“independent.”Shareholders of record of each Fund, as of the close of business on
[ , 2010],April 5, 2016, will receive notice of theMeetingsMeeting and will be entitled to vote at theMeetingsMeeting with respect toproposals applicablethe proposal.If you do not expect 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)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.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/s/ Bruce L. Koepfgen
Bruce L. Koepfgen
President and Chief Executive Officer of
Janus Investment Fund
[ , 2010]May 5, 2016
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON
[ , 2010]: THE ENCLOSED PROXY STATEMENT, ALONG WITH THE FUNDS' MOST RECENT ANNUAL REPORT AND ANY MORE RECENT SEMIANNUAL REPORT, ARE AVAILABLE FEE OF CHARGE AT [WWW. .COM]JUNE 14, 2016: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
(or janus.com/reports if you hold shares directly with Janus Capital).
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:
REGISTRATION VALID SIGNATURE1. 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:
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, Jr. UGMA
John B. Smith Jr. UGMA(2) Estate of John B. Smith
John B. Smith, Jr., Executor TABLE OF CONTENTS
SYNOPSIS................................................SYNOPSIS
1 JOINT PROXY
STATEMENT................................... 10STATEMENT3 Proposal 1
-– Election ofTrustees..................... 12 Introduction....................................... 12Trustees4 Introduction
4 General Information Regarding the Board of
Trustees......................................... 15Trustees8 Committees of the Board of
Trustees................ 16Trustees10 Process for Identifying and Evaluating Trustee Nominees and Nominee
Qualifications.............. 18Qualifications11 Board Oversight of Risk
Management................. 20Management13 Trustee Share
Ownership.................................... 21Ownership14 Compensation of
Trustees........................... 21Trustees16 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 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................... 45 Proposal 2.c. - Janus Global Opportunities Fund.... 48 Hypothetical Example............................. 48 Comparison of Current and Pro Forma Expenses..... 49 Shareholder Fees................................. 50 Annual Fund Operating Expenses................... 51 Proposal 2.d. - Janus Overseas Fund................ 54 Hypothetical Example............................. 54i
Comparison of Current and Pro Forma Expenses..... 55 Shareholder Fees................................. 56 Annual Fund Operating Expenses................... 56 Proposal 2.e. - Janus Twenty Fund.................. 60 Hypothetical Example............................. 60 Comparison of Current and Pro Forma Expenses..... 61 Shareholder Fees................................. 61 Annual Fund Operating Expenses................... 62 Required Vote...................................... 63 Proposal 3 - Approve an Amendment to an Investment Advisory Agreement which Changes the Benchmark Index for Purposes of Calculating the Performance Based Investment Advisory Fee.................. 64 Introduction....................................... 64 Board Consideration, Approval and Recommendation... 65 Information Concerning the Adviser................. 66 Comparison of the Current Advisory Agreement and Amended Advisory Agreement....................... 67 Impact of Proposed Change to the Benchmark Index on the Investment Advisory Fee Rate................. 71 Comparison of Proposed and Current Benchmark Indices.......................................... 72 Implementation of the Change in the Benchmark Index............................................ 72 Calculation of the Performance Adjustment.......... 73 Comparison of Current and Pro Forma Expenses....... 74 Shareholder Fees................................... 75 Annual Fund Operating Expenses..................... 76 Required Vote...................................... 80 Proposals 4 and 5 - General Information............... 81 Introduction....................................... 81 Board Consideration, Approval and Recommendation... 83 Proposal 4 - Approve an Amended and Restated Investment Advisory Agreement Between theTrustand Janus Capital.................. 86 Information Concerning the Adviser................. 86 Summary of the Current Advisory Agreement and the Proposed Amended Advisory Agreement.............. 86 Description of the Current Advisory Agreement.... 86 Description of the Proposed Amended Advisory Agreement..................................... 88 Required Vote...................................... 88 Proposal 5 - Approve a Subadvisory Agreement Between the Janus Capital and Perkins............ 89 Information Concerning the Subadviser.............. 89ii
Summary of the Current Advisory Agreement and the Proposed Subadvisory Agreement................... 89 Description of the Current Advisory Agreement.... 90 Description of the Proposed Subadvisory Agreement..................................... 90 Required Vote...................................... 92 Fund Services Providers............................... 93 Independent Registered Public Accounting Firm......... 9917 MANAGEMENT AND OTHER SERVICE PROVIDERS
18 INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
18 ADDITIONAL INFORMATION ABOUT THE
MEETING................ 103MEETING20 Quorum and
Voting..................................... 103Voting20 Fund Share
Ownership....................................... 104Ownership20 Solicitation of
Proxies............................... 105 Fund Transactions..................................... 107 Legal Matters......................................... 107Proxies21 Shareholder Proposals for Subsequent
Meetings......... 107Meetings22 Shareholder
Communications............................ 108Communications23 Reports to Shareholders and Financial
Statements...... 108Statements23 Other Matters to Come Before the
Meeting.............. 108 APPENDICES.............................................. 110Meeting24 APPENDICES
Appendix A
-– Nominating and Governance CommitteeCharter............................................CharterA-1 Appendix B
- Nominee Share Ownership.................. B-2 Appendix C -– PrincipalExecutiveOfficers of the Trust and Their PrincipalOccupations.................... C-1OccupationsB-1 Appendix
D - Form of Proposed Amended and Restated 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 Their Principal Occupations........................................ F-1 Appendix G - Form of Proposed Amended Advisory Agreement (Benchmark Change)....................... G-1 Appendix H - Form of Proposed Subadvisory Agreement... H-1 Appendix I - Form of Proposed Amended Advisory Agreement (Engaging a Sub-Adviser)................. I-1 Appendix J - Other Funds Managed by Perkins with Similar Investment Objectives...................... J-1 Appendix K - Principal Executive Officers and Directors of Perkins and Their Principal Occupations........................................ K-1 Appendix L -C – Number of Outstanding Sharesand Net Assets............................................. L-1C-1 Appendix
M -D – 5% Beneficial Owners of OutstandingShares............................................. M-1 Appendix N - Legal Matters............................ N-1SharesD-1 iiii
The following synopsis is intended to provide an overview of the information provided in the joint proxy statement (the
"Proxy Statement"“Proxy Statement”) and to summarize theproposalsproposal to be considered at thetwojoint SpecialMeetingsMeeting of Shareholders, or at any adjournment or postponement thereof(each a "Meeting," and together,(the “Meeting”).What is the
"Meetings"purpose of this proxy solicitation?The purpose of this proxy solicitation is to ask shareholders of each Fund to vote on the election of eight members of the Board of Trustees of the Funds (the “Board”).
WHAT PROPOSALS AM I BEING ASKED TO VOTE ON? ThereWho are
several proposals thatthe nominees to be elected Trustees?You are being
votedasked to elect eight Trustees to serve onattheMeetings. 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.
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 (AMENDMENT 5 1 BASED PRIMARY TO ADVISORY (SUBADVISORY FUND (ELECT TRUSTEES) 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 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 - Conservative............. X Janus Smart Portfolio - Growth................... X Janus Smart Portfolio - Moderate................. X Janus Triton Fund............ X Janus Twenty Fund............ X X Janus Venture Fund........... X Janus Worldwide Fund......... X INTECH Risk-Managed Core Fund....................... X INTECH Risk-Managed Growth Fund....................... X1
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 (AMENDMENT 5 1 BASED PRIMARY TO ADVISORY (SUBADVISORY FUND (ELECT TRUSTEES) ADVISORY FEE BENCHMARK) AGREEMENT) AGREEMENT) ---- ---------------- ------------------ ---------- ----------- ------------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....................... XPROPOSAL 1: ELECTION OF TRUSTEES WHY AM I BEING ASKED TO ELECT TRUSTEES? TheBoard: Alan A. Brown, William D. Cvengros, Raudline Etienne, William F. McCalpin, Gary A. Poliner, James T. Rothe, William D. Stewart, and Linda S. Wolf. All nominees, other than Raudline Etienne and Gary A. Poliner, are currently Trusteesoversee the management and operations of your Fund on your behalf. Certain regulations require that a majorityof the Trust and have served in that capacity since originally elected or appointed. Ms. Etienne and Mr. Poliner were unanimously approved by the Board to stand for election, upon a recommendation from the Trust’s Nominating and Governance Committee. Each of the current Trusteesbe elected by shareholdersandwhileMs. Etienne and Mr. Poliner are considered “independent,” meaning that the Trustees and nominees are not affiliated with Janus Capital Management LLC (“Janus Capital”), the Funds’ adviser, or its related entities (an “Independent Trustee”).Why am I being asked to elect Trustees?
The Funds are not required
and do not intend,to hold annualshareholdermeetingsfor 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 meetingor to elect Trusteesoccurredannually. Since the last Trustee election in2005. The2010, the Boardof Trustees of your Fund (the "Board") is currently comprised ofhas sought to maintain its size at eightTrustees,members, with each serving as an Independent Trustee. Currently, the Board only has six members, all of whom areindependent. TwoIndependent Trustees. While the Board ordinarily can fill vacancies without a shareholder vote, under applicable laws new Trusteeswill 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 membersmay not be appointed if after such appointment two-thirds of thecurrent BoardTrustees would not have been elected by shareholders, which would be the case if Ms. Etienne andtwo 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. PROPOSAL 2: APPROVAL OF AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENTS - 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. 2Janus 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 relativeMr. Poliner were appointed to theapproved 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: APPROVAL OF AMENDED 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 performance. As of December 31, 2009, [ %] 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 3of 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 the same amount regardless of which 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. PROPOSAL 4: APPROVAL OF 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 4investment advisory fee, payable by the Fund to Janus Capital, as described above and in Proposal 2.c.Board. 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: APPROVAL OF 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 toapprove a subadvisory agreement between Janus Capital, on behalfelect Ms. Etienne and Mr. Poliner and each currently serving Trustee as Independent Trustees (1) to return the Board to its normal size and (2) to provide the Board with flexibility going forward to replace Trustees as needed without the time and expense of unnecessary proxy solicitations.Information about the Trustee nominees, including age, principal occupations during the past five years, and other information, such as the nominees’ experience, qualifications, attributes, or skills, is set forth in the Proxy Statement.
Additional Information
What is the recommendation of the
Fund, and Perkins. 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 resultBoard ofadding 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. 5HOW 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 to capital appreciation. 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 "non-diversified" 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, such as additional trading costs. The Fund will also change its name to "Perkins Global Value Fund." The Fund will continue to be managed against the MSCI World Index (as the primary benchmark) and the MSCI All Country World Index (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. 6A comparison of the Fund currently and as proposed to be changed, is provided below:
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 No change Secondary.. MSCI All Country World No change Index Holdings Range.......... 25-40 70-100 Diversification Classification (under the 1940 Act)......... Non-diversified DiversifiedADDITIONAL INFORMATION WHAT IS THE RECOMMENDATION OF THE BOARD OF TRUSTEES?Trustees?The Board of Trustees recommends that you vote
"FOR"“FOR” theproposal(s) applicableproposal.1
Who is eligible to
your Fund. 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 the Fund, the Fund will continue to be managed pursuant to the terms of the investment advisory currently in place for the Fund and Board of Trustees will take such action as it deems to be in the best interest of the Fund, including potentially soliciting additional proxies. 7WHO IS ELIGIBLE TO VOTE?vote?Shareholders who owned shares of a Fund at the close of business on
[ , 2010]April 5, 2016 (the"Record Date"“Record Date”) will be entitled to be present and vote at theMeetings.Meeting. Those shareholders are entitled to one vote for each whole dollar (and a proportionate fractional vote for each fractional dollar) of net asset value owned on all matters presented at theMeetingsMeeting regarding their respective Fund.HOW DOHow do I
VOTE MY SHARES?vote my shares?You can vote in any one of four ways:
- BY MAIL,By mail,by sending the enclosed proxy card(s) (signed and dated) in the enclosed envelope;- BY INTERNET,By Internet,by going to the website listed on your proxy card;- BY TELEPHONE,By telephone,using the toll-free number listed on your proxy card; or- IN PERSON,In person,by attending the Meeting on[ ], 2010June 14, 2016 (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
eachthe Meeting. If we do not receive your response within a few weeks, you may be contacted by[ ],Computershare Fund Services (“Computershare”), the proxy solicitor engaged by Janus Capital, who will remind you to vote your shares and help you return your proxy. If we do not receive sufficient votes to approveathe proposal by the date ofeitherthe Meeting, we may adjourn the Meetingwith respect to that proposalto 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.IFIf I
SEND MY VOTE IN NOW AS REQUESTED, CANsend my vote in now as requested, can ICHANGE IT LATER?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
FundTrust 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.WHAT IS THE REQUIRED VOTE TO APPROVE EACH PROPOSAL?What is the required vote to approve the 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 the Fund (voting separately) within the meaning of the 1940 Act. A "majority of the outstanding voting 8securities" 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
athe proposal ateachthe Meeting is thirty percent of theoutstandingshares entitled to vote of(i)allFunds (Proposal 1), and (ii) the applicable FundFunds.Who should I call 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 withinadditional information about this ProxyStatement. WHO SHOULD I CALL FOR ADDITIONAL INFORMATION ABOUT THIS PROXY STATEMENT?Statement?Please call
[ ],Computershare, the proxy solicitorfor the Funds,engaged by Janus Capital, at[1- ]. 9_________, 20101-866-492-0863.2
May 5, 2016
JANUS INVESTMENT FUND
Janus Adaptive Global Allocation Fund
Janus Asia Equity Fund
Janus Balanced Fund
Janus Orion FundJanus Contrarian Fund
Janus
OverseasDiversified Alternatives FundJanus Emerging Markets Fund
Janus Enterprise Fund
Janus Research Core FundJanus Flexible Bond Fund
Janus Research FundJanus Forty Fund
Janus
Short-TermFundJanus Global Allocation Fund – Conservative
Janus Global Allocation Fund – Growth
Janus Global Allocation Fund – Moderate
Janus Global Bond Fund
Janus Fund Janus Smart Portfolio -- ConservativeJanus Global Life Sciences Fund
Janus Smart Portfolio -- Growth Janus Global Opportunities Fund Janus Smart Portfolio -- ModerateJanus Global Real Estate Fund
Janus Triton FundJanus Global Research Fund
Janus
TwentyGlobal Select FundJanus Global Technology Fund
Janus
VentureGlobal Unconstrained Bond FundJanus Government Money Market Fund
Janus Worldwide FundJanus Growth and Income Fund
INTECH Risk-Managed Core FundJanus High-Yield Fund
INTECH Risk-Managed Growth FundJanus International Equity Fund
Janus Money Market Fund
Janus Multi-Sector Income Fund
Janus Overseas Fund
Janus Real Return Fund
Janus Research Fund
Janus Short-Term Bond Fund
Janus Triton Fund
Janus Twenty Fund
Janus Venture Fund
INTECH
Risk-ManagedEmerging Markets ManagedVolatility Fund
INTECH Global Income Managed
Volatility Fund
INTECH International Managed
Volatility Fund
Janus International Forty FundINTECH
Risk-ManagedU.S. Core FundINTECH U.S. Managed Volatility Fund
Perkins Global Value Fund
Janus Long/ShortPerkins International Value Fund
Perkins Large Cap Value Fund
Janus Modular Portfolio Construction FundPerkins Mid Cap Value Fund
Janus Money MarketPerkins Select Value Fund
Perkins Small Cap Value Fund
Perkins Value Plus Income Fund
151
DETROIT STREET DENVER, COLORADODetroit StreetDenver, Colorado 80206
JOINT SPECIAL
MEETINGSMEETING OF SHAREHOLDERSThis is a joint proxy statement
("(“ProxyStatement"Statement”) for the Janus funds listed above (each, a"Fund"“Fund” and collectively, the"Funds"“Funds”), each a series of Janus Investment Fund (the"Trust"“Trust”). Proxies fortwoa joint SpecialMeetingsMeeting of Shareholders of each Fund are being solicited by the Board of Trustees of the Trust (the"Board,"“Board,” the"Board“Board of Trustees,"” or the"Trustees"“Trustees”) to approve the followingproposals, as applicable,proposal thathavehas already been approved by the Board:FIRST SPECIAL MEETINGProposal 1. For the Trust, to elect
teneight Trustees, each of whom is considered"independent." 10SECOND 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 amendment to the Fund's investment advisory agreement, which changes 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“independent.”3
The 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 firstSpecial Meeting of Shareholders will be held at the JW Marriott Hotel, 150 Clayton Lane, Denver, Colorado 80206, on[ , 2010]June 14, 2016 at[9:309:00 a.m.]Mountain Time, or at such later time as may be necessary due to adjournments or postponementsthereof. The second Special Meeting of Shareholders will be also held at the JW Marriott Hotel on [ , 2010] at [10:00 a.m.] Mountain Time, or at such later time as may be necessary due to adjournments or postponements thereof.thereof (the “Meeting”). Any shareholder of record who owned shares of a Fund as of the close of business on[ , 2010]April 5, 2016 (the"Record Date"“Record Date”), will receive notice of theMeetingsMeeting and will be entitled to vote at theMeetings.Meeting.At
eachthe Meeting, you will be asked to vote on theproposalsproposal applicable to the Fund of which you held shares as of the Record Date. You should read the entire Proxy Statement before voting. If you have any questions, please call our proxy solicitor,[ ],Computershare Fund Services (“Computershare”), at[1- ].1-866-492-0863. This Proxy Statement, Notice of SpecialMeetings,Meeting, and11the proxy card(s) are first being mailed to shareholders and contract ownerson or about[May 5, 2016.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 Management LLC (“Janus Capital”)),
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 [1-800-525-3713]via the Internet at janus.com/info (or janus.com/reports if you hold shares directly with Janus Capital),VIA THE INTERNET AT [JANUS.COM], OR BY SENDING A WRITTEN REQUEST TO THE SECRETARY OF THE TRUST ATor by sending a written request to the Secretary of the Trust at 151DETROIT STREET, DENVER, COLORADODetroit Street, Denver, Colorado 80206.ELECTION OF TRUSTEES
(All(All Janus funds)
INTRODUCTIONAt the Meeting, shareholders of all Funds will be asked to elect
teneight individuals to constitute theTrust'sTrust’s Board of Trustees. All nominees, other than Raudline Etienne and Gary A. Poliner, are currently Trustees of the Trust and have served in that capacity since originally elected or appointed. Ms. Etienne and Mr. Poliner were unanimously approved by the Board to stand for election, upon a recommendation from the Trust’s Nominating and Governance Committee.The
tenFunds are not required to hold annual meetings or to elect Trustees annually. Since the last Trustee election in 2010, the Board has sought to maintain its size at eight members, with each serving as a Trustee who is not an “interested” person (as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended (the “1940 Act”)) of the Trust or Janus Capital, the Funds’ investment adviser, (an “Independent Trustee”). Currently, the Board only has six members, all of whom are Independent Trustees. While the Board ordinarily can fill vacancies without a shareholder vote, under applicable laws new Trustees may not be appointed if after such appointment two-thirds of the Trustees would not have been elected by shareholders, which would be the case if Ms. Etienne and Mr. Poliner were appointed4
to the Board. Accordingly, you are being asked to elect Ms. Etienne and Mr. Poliner and each currently serving Trustees as Independent Trustees (1) to return the Board to its normal size and (2) to provide the Board with flexibility going forward to replace Trustees as needed without the time and expense of unnecessary proxy solicitations.
The eight nominees for election as Trustees who receive the greatest number of votes from shareholders voting in person or by proxy at the Meeting will be elected as Trustees of the Trust. These
teneight nominees were selected after careful consideration by theTrust'sTrust’s Nominating and Governance Committee, a committee consisting entirely of Independent 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.EightSix of theteneight nominees currently serve as Trustees of the Trust. Each nominee has consented to serve as a Trustee and to being named in this Proxy Statement. The persons named as proxies on the enclosed proxy card(s) will vote for the election of the nominees named below unless authority to vote for any or all of the nominees is withheld.If elected, each Trustee will serve as a Trustee until the next meeting of the shareholders, if any, called for the purpose of electing Trustees or until the election and qualification of a successor. If a Trustee sooner dies, resigns, retires (required at end of calendar year in which the Trustee turns age
72)75), or is removed as provided in the organizational documents of the Trust, the Board may, in its discretion and subject to the 1940 Act, select another person to fill the vacant position. If any or all of the nominees should become unavailable for election at the Meeting due to events not now known or anticipated, thepersonpersons 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 "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. 12Shareholders also have the right to call a meeting to remove a Trustee or to take other action described in the Trust'sTrust’s organizational documents. Also, if at any time less than a majority of the Trustees holding officehashave been elected by theTrust'sTrust’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'snominee’s name, age, principal occupation(s) and other information about thenominee'snominee’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, eachEach nominee, other thanJohn H. CammackRaudline Etienne andJohn P. McGonigle,Gary A. Poliner, is currently a trustee of Janus Aspen Series("JAS"(“JAS”), another registered investment company advised by Janus Capital (JAS and the Trust, are collectively referred to herein as the"Janus funds"“Janus Funds”). Collectively, the JanusfundsFunds consist of5258 series as ofDecemberMarch 31,2009.2016.5
Each Trustee or nominee is not an
"interested"“interested” person of the Trust, as that term is defined in the 1940 Act.
NUMBER OF FUNDS IN FUND COMPLEX PRINCIPAL OCCUPATION(S) AND NAME, AGE AND LENGTH OF OVERSEEN OR OTHER DIRECTORSHIPS HELD POSITIONS(S) WITH TIME SERVED TO BE OVERSEEN BY NOMINEE DURING PAST THE TRUST FOR THE TRUST BY NOMINEE FIVE YEARS ----------------- --------------- --------------- -----------------------------John H. Cammack N/A 52 Managing partnerName, Age, and
Position(s) with the
TrustLength of CammackTime
Served for the
TrustNumber of Funds in
Fund Complex Overseen
or to be Overseen by
NomineePrincipal Occupation(s) and Other
Directorships Held by Nominee During
Past Five YearsAlan A. Brown
DOB:
1952 Associates LLC, a consulting Nominee firm1962Trustee
1/13-Present
58 Executive Vice President, Institutional Markets, of Dividend Capital Group (private equity real estate investment management firm) (since 2009)2012). Formerly,HeadExecutive Vice President and Co-Head, Global Private Client Group (2007-2010), Executive Vice President, Mutual Funds (2005-2007), and Chief Marketing Officer (2001-2005) ofThird Party Distribution divisionNuveen Investments, Inc. (asset management). Director ofT. Rowe Price (1991-2009). Jerome S. Contro 11/05 - Present 52 General partnerMotiveQuest LLC (strategic social market research company) (since 2003), and Director ofCrosslink DOB: 1956 Capital, a private investment Trustee firmWTTW (PBS affiliate) (since2008). Formerly, partner of Tango Group, a private investment firm (1999-2008)2003). Formerly, Director ofEnvysion, Inc. (internet technology), Lijit Networks, Inc. (internet technology), and LogRhythm Inc. (software solutions)Nuveen Global Investors LLC(2007-2011);Trustee and ChairmanDirector ofRS Investment Trust; Director, IZZE Beverages;Communities in Schools (2004-2010); and DirectorAncestory.com,of Mutual Fund Education Alliance (until 2010).William D. Cvengros
DOB: 1948
Trustee
1/11-Present
58 Managing Member and Chief Executive Officer of SJC Capital, LLC (a personal investment company and consulting firm) (since 2002). Formerly, Venture Partner for The Edgewater Funds (a middle market private equity firm) (2002-2004); Chief Executive Officer and President of PIMCO Advisors Holdings L.P. (a publicly traded investment management firm) (1994-2000); and Chief Investment Officer of Pacific Life Insurance Company (a mutual life insurance and annuity company) (1987-1994). Advisory Board Member, Innovate Partners Emerging Growth and Equity Fund I (early stage venture capital fund) (since 2014) and Managing Trustee of National Retirement Partners Liquidating Trust (since 2013). Formerly, Chairman, National Retirement Partners, Inc. (genealogical research website)(formerly a network of advisors to 401(k) plans) (2005-2013); Director of Prospect Acquisition Corp. (a special purpose acquisition corporation) (2007-2009); Director of RemedyTemp, Inc. (temporary help services company) (1996-2006); and Trustee of PIMCO Funds Multi-Manager Series (1990-2000) and Pacific Life Variable Life & Annuity Trusts (1987-1994).6
Name, Age, and
Position(s) with the
TrustLength of Time
Served for the
TrustNumber of Funds in
Fund Complex Overseen
or to be Overseen by
NomineePrincipal Occupation(s) and Other
Directorships Held by Nominee During
Past Five YearsRaudline Etienne
DOB: 1965
Nominee
N/A
58 Senior Advisor, Albright Stonebridge Group LLC (global strategy firm) (since 2016). Formerly, Senior Vice President (2011-2015), Albright Stonebridge Group LLC; and Deputy Comptroller and Chief Investment Officer, New York State Common Retirement Fund (public pension fund) (2008-2011). Director of Brightwood Capital Advisors, LLC (since 2014). William F. McCalpin
DOB: 1957
Chairman
Trustee
1/
08 - Present 5208-Present6/02-Present
58 Managing Director, Holos DOB: 1957 6/02 - PresentConsulting LLC (providesChairman Trusteeconsulting services to foundations and other nonprofit organizations). Formerly, Chief Executive Officer, Imprint Capital (impact investment firm) (2013-2015) and Executive Vice President and Chief Operating Officer of The Rockefeller Brothers Fund (a private family foundation)(1998- 2006)(1998-2006). Chairman of the Board and Director of The Investment Fund for Foundations Investment Program (TIP) (consisting of42 funds);, and Director of the F.B. Heron Foundation (a privategrantmakinggrant making foundation).13
NUMBER OF FUNDS IN FUND COMPLEX PRINCIPAL OCCUPATION(S) AND NAME, AGE AND LENGTH OF OVERSEEN OR OTHER DIRECTORSHIPS HELD POSITIONS(S) WITH TIME SERVED TO BE OVERSEEN BY NOMINEE DURING PAST THE TRUST FOR THE TRUST BY NOMINEE FIVE YEARS ----------------- --------------- --------------- -----------------------------John W. McCarter, Jr. 6/02 - Present 52Gary A. Poliner
DOB: 1953
Nominee
N/A
58 Retired. Formerly, President (2010-2013) and Executive Vice President and Chief Executive DOB: 1938Risk Officer (2009-2012) ofThe Field MuseumNorthwestern Mutual Life Insurance Company. Director of MGIC Investment Corporation (private mortgage insurance) (since 2013) and West Bend Mutual Insurance Company (property/casualty insurance) (since 2013). Formerly, Trustee ofNatural History (Chicago, IL) (since 1996).Northwestern Mutual Life Insurance Company(2010-2013); Chairmanof the Boardand Director ofDivergenceNorthwestern Mutual Series Fund, 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 N/A 52 Formerly, Vice President, DOB: 1955 Senior Vice President and Nominee 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 2/71 - Present 52* Chief Executive Officer of DOB: 1943 Red Robin Gourmet Burgers, Trustee Inc. (since 2005). Formerly, private investor. Chairman of the Board (since 2005) and Director of Red Robin Gourmet Burgers, Inc. (RRGB)(2010-2012); and Director ofJanus CapitalFrank Russell Company (global asset management firm) (2008-2013).7
Name, Age, and
Position(s) with the
TrustLength of Time
Served for the
TrustNumber of Funds Plc (Dublin-based, non- U.S. funds).in
Fund Complex Overseen
or to be Overseen by
NomineePrincipal Occupation(s) and Other
Directorships Held by Nominee During
Past Five YearsJames T. Rothe
DOB: 1943
Trustee
1/
97 - Present 5297-Present58 Co-founder and Managing DOB: 1943Director of Roaring ForkTrusteeCapital SBIC,LPL.P. (SBA SBIC fund focusing on private investment in public equity firms);, and Professor Emeritus of Business of the University of Colorado, Colorado Springs, CO (since 2004). Formerly, Professor of Business of the University of Colorado (2002-2004);, and Distinguished Visiting Professor of Business(2001- 2002)(2001-2002) of Thunderbird (American Graduate School of International Management), Glendale, AZ. Formerly, Director of Red Robin Gourmet Burgers, Inc. (RRGB)(2004-2014).William D. Stewart
DOB: 1944
Trustee
6/
84 - Present 5284-Present58 Retired. Formerly, Corporate Vice President and DOB: 1944General Manager of MKSTrusteeInstruments-– HPS Products, Boulder, CO (a manufacturer of vacuum fittings and valves) and PMFC Division, Andover, MA (manufacturing pressure measurement and flow products)(1976-2012).Martin H. Waldinger 8/69 - Present 52 Private investor and DOB: 1938 Consultant to California Trustee Planned Unit Developments (since 1994). Formerly, CEO and President of Marwal, Inc. (homeowner association management company).14
NUMBER OF FUNDS IN FUND COMPLEX PRINCIPAL OCCUPATION(S) AND NAME, AGE AND LENGTH OF OVERSEEN OR OTHER DIRECTORSHIPS HELD POSITIONS(S) WITH TIME SERVED TO BE OVERSEEN BY NOMINEE DURING PAST THE TRUST FOR THE TRUST BY NOMINEE FIVE YEARS ----------------- --------------- --------------- -----------------------------Linda S. Wolf
DOB: 1947
Trustee
11/
05 - Present 5205-Present58 Retired. Formerly, Chairman DOB: 1947and Chief Executive OfficerTrusteeof Leo Burnett (Worldwide) (advertising agency)(2001- 2005)(2001-2005). Director ofWal-Mart, The Field Museum of Natural History (Chicago, IL), Children's Memorial Hospital (Chicago, IL)Chicago Community Trust (Regional Community Foundation), Chicago Council on Global Affairs,andInnerWorkings (U.S. provider of print procurement solutions to corporate clients), Lurie Children’s Hospital (Chicago, IL), Rehabilitation Institute of Chicago, Walmart, and Wrapports, LLC (digital communications company). Formerly, Director of Chicago Convention & Tourism Bureau (until 2014) and The Field Museum of Natural History (Chicago, IL) (until 2014).-------- * Mr. Mullen also serves as directorGeneral Information Regarding the Board 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. GENERAL INFORMATION REGARDING THE BOARD OF TRUSTEESTrusteesThe 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'sBoard’s Chairman. TheBoard'sBoard’s responsibilities include, but are not limited to, oversight of theFunds'Funds’ officers and service providers, including Janus Capital, which is responsible for theTrust'sTrust’s day-to-day operations. The Trustees approve all of the agreements entered into with theFunds'Funds’ service providers, including the investment management agreements with Janus Capital and theFunds' sub-advisors.Funds’ subadvisers. The Trustees8
are also responsible for determining or changing the
Funds'Funds’ investment objectives, policies, and available investment techniques, as well as for overseeing theFunds'Funds’ Chief Compliance Officer. In carrying out these responsibilities, the Trustees are assisted by theTrust'sTrust’s independent auditor (who reports directly to theTrust'sTrust’s Audit Committee), independent counsel, an independent fee consultant, and otherexpertsspecialists as appropriate, all of whom are selected by the Trustees. The Trustees also meet regularly with and without representatives of Janus Capital or its affiliates present.The Trustees discharge their responsibilities collectively as a Board, as well as through Board committees, each of which operates pursuant to a
Board- approvedBoard-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 eachFund'sFund’s investment advisory agreement with Janus Capital, but specific matters related to oversight of theFund'sFunds’ independent auditors have been delegated by the Board to its Audit Committee, subject to approval of the AuditCommittee'sCommittee’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("(“BoardChairman"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 theBoard'sBoard’s liaison to Janus Capital with respect to all matters related to the Funds that are not otherwise delegated to the chair of15a 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,Funds; (2) the manner in which theFunds'Funds’ shares are marketed anddistributeddistributed; and (3) the responsibilities entrusted to Janus Capital and its affiliates to oversee theTrust'sTrust’s day-to-day operations, including the management of eachFund'sFund’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 eachifof its committees, the Trustees are able to oversee effectively the number of Janus Funds in the complex.There were six regular meetings and
fourteenfour special meetings of the Trustees held during theTrust'sprevious12-months12 months ended December 31,2009.2015. Each Trustee attendedmost if notall ofthethese meetings with few exceptions during that 12-month period. Since the Trust is not 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
teneight trustees. TheSECSecurities and Exchange Commission (“SEC”) has adopted rules that require at least 75% of the board members of a fund to be"independent"“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“independent.”9
Committees of the Board of Trustees
The Board of Trustees has
sevensix standing committees that perform specialized functions: an Audit Committee, a Brokerage Committee, an Investment Oversight Committee, a Legal and RegulatoryCommittee, a Money MarketCommittee, 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 theTrust'sTrust’s Nominating and Governance Committee.Audit Committee. The Audit Committee reviews the
Trust'sTrust’s financial reporting process, the system of internal controls over financial reporting, disclosure controls and procedures, Form N-CSR filings, and the audit process. TheCommittee'sCommittee’s review of the audit process includes, among other things, the recommendation of the appointment and compensation of theTrust'sTrust’s independent auditor, which performs the audits of theFunds'Funds’ financial statements, oversight of the independent auditor, and pre-approval of all audit and non-audit services. The Committee receives annual representations from theTrust'sTrust’s independent auditor as to its independence. Currently, the members of the16Audit Committee are: Jerome S. ControWilliam D. Cvengros (Chairman), John W. McCarter, Jr.andDennis B. Mullen.William D. Stewart. The Committee heldfoursix meetings during the12-months12 months ended December 31,2009.2015.Brokerage Committee. The Brokerage Committee reviews and makes recommendations regarding matters related to the
Trust'sTrust’s use of brokerage commissions and placement of Fund portfolio transactions, including policies regarding the allocation of brokerage commissions, directed brokerage,"step- out"“step-out” arrangements and client commission arrangements. Currently, the members of the Brokerage Committee are: Alan A. Brown (Chairman), James T. Rothe,(Chairman), Jerome S. ControandMartin H. Waldinger.William D. Stewart. The Committee held four meetings during the12-months12 months ended December 31,2009.2015.Investment Oversight Committee. The Investment Oversight Committee oversees the investment activities of the Funds. The Committee meets regularly with investment personnel at Janus Capital and any
sub-advisersubadviser to a Fund to review the investment performance and strategies of the Funds in light of their stated investment objectives and policies. The Committee reviews various matters related to the operations of the Trust’s money market funds, including compliance with the Trust’s Money Market Fund Procedures and Rule 2a-7 under the 1940 Act. Currently, the members of the Investment Oversight Committee are:Dennis B. Mullen (Chairman), Jerome S. Contro,William F. McCalpinJohn W. McCarter, Jr.(Chairman), Alan A. Brown, William D. Cvengros, James T. Rothe, William D. Stewart,Martin H. Waldingerand Linda S. Wolf. Mr. Cvengros serves as the Lead Trustee for money10
market matters. The Committee held five meetings during the
12-months12 months ended December 31,2009.2015.Legal and Regulatory Committee. The Legal and Regulatory Committee oversees compliance with various procedures adopted by the Trust, reviews certain regulatory filings made with the SEC, and oversees, among other matters, the implementation and administration of the
Trust'sTrust’s Proxy Voting Guidelines. Currently, the members of the Legal and Regulatory Committee are: Linda S. Wolf (Chairman), Alan A. Brown, and William F.McCalpin and William D. Stewart.McCalpin. The Committee held eight meetings during the12-months12 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, 2009.2015.Nominating and Governance Committee. The Nominating and Governance Committee identifies and recommends individuals for Trustee membership, consults with Fund management and the Board Chairman in planning Trustee meetings, and oversees the administration of, and ensures compliance with, the Governance Procedures and Guidelines adopted by the Trustees, which includes review of, and proposed changes to, Trustee compensation. In addition, the Nominating and Governance Committee leads the Trustees’ annual self-assessment process. Currently, the members of the Nominating and Governance Committee are:
John W. McCarter, Jr.James T. Rothe (Chairman), William F. McCalpin, andDennis B Mullen.Linda S. Wolf. The Committee heldseveneight meetings during the12-months12 months ended December 31,2009.2015.Pricing Committee. The Pricing Committee determines the fair value of restricted and other securities for which market quotations are not readily available,
17or 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'Funds’ securities. Currently, the members of the Pricing Committee are: William D. Stewart (Chairman), James T. Rothe, and Linda S. Wolf. The Committee heldtwenty- onefive meetings during the12-months12 months ended December 31,2009. PROCESS FOR IDENTIFYING AND EVALUATING TRUSTEE NOMINEES AND NOMINEE QUALIFICATIONS2015.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'sCommittee’s charter, (1) the principal criterion for selection of candidates for the Board is thecandidate'scandidate’s ability to contribute to the overall functioning of the Board and to carry out the responsibilities of aTrustee.Trustee, and (2) the Trustees should, collectively, represent a broad cross section of backgrounds, functional disciplines, and experience. In considering a potentialcandidate'scandidate’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 companyindustry,industry; (ii) relevantexperience,experience; (iii) educationalbackground,background; (iv) reputation for high ethical standards and personal and professionalintegrity,integrity; (v) financial, technical or otherexpertise,expertise; (vi) time commitment to the performance of duties of aTrustee,Trustee; (vii) stature commensurate with the responsibility of representing Fundshareholders,shareholders; and (viii) if a candidate is nominated for an Independent Trustee position, that the person meets the11
independence criteria established by the 1940 Act and the Governance Procedures and Guidelines adopted by the Trustees.
Consistent with the
Trust'sTrust’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 theTrust'sTrust’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 asAppendixA.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.firms, which the Committee utilized to assist its efforts to identify and evaluate potential nominees during its most recent search. The Committee will evaluate nominees for a particular vacancy using the same process regardless of whether the nominee is submitted by a Fund shareholder or identified by some other means. On an annual basis, the Board conducts a self-evaluation that considers, among other matters, the contributions of individual Trustees, whether the Board has an appropriate size and the right mix of characteristics, experiences and skills, and whether the age distribution and diversity among the Trustees is appropriate.After completion of its process to identify and evaluate Trustee nominees, and after giving due consideration to all factors it deemed appropriate, the Committee approved for nomination, and recommended that the Trustees approve for nomination, the
ten 18eight nominees identified below. The Committee believes that if elected, each of the nominees qualifies to serve as an Independent Trustee. Each nominee'snominee’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 theTrust'sTrust’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.John H. Cammack: serviceAlan A. Brown: Service as
HeadExecutive Vice President and as Chief Marketing Officer ofThird Party Distributiona leading investment management firm, a corporate andmember of the Operating Steering Committee forfund director, and as an executive with alarge mutual fund complex, service on two not-for-profit boards and chairman of the Mutual Fund Education Alliance. Jerome S. Contro: General Partner inprivate equity real estate investmentfirms, service on multiple corporate boards,management firm, and a Fund Independent Trustee since2005.2013.William D. Cvengros: Service as Chief Executive Officer and President of a leading publicly traded investment management firm, Chief Investment Officer of a
12
major life insurance company, a corporate and fund director, and in various capacities with private investment firms, and a Fund Independent Trustee since 2011.
Raudline Etienne: Service as Deputy Controller and Chief Investment Officer of a large public pension fund and Senior Vice President and Senior Adviser to a global strategy firm.
William F. McCalpin:
serviceService as Chief Executive Officer of an impact investment firm, Chief Operating Officer of a large private family foundation, Chairman and Director of an unaffiliated fund complex, and a Fund Independent Trustee since 2002 and Independent Chairman of the Board of Trustees since 2008.John P. McGonigle: service in multiple capacities with a leading financial services firm, includingGary A. Poliner: Service as
Head of Mutual FundsPresident, andAsset Management,Vice President andas an independent trusteeChief Risk Officer, of amoney market fund. John W. McCarter, Jr.: President and CEO oflargenon-profit organization, service on multiple corporate and non-profit boards, andlife insurance company, aFund Independent Trustee since 2002. Dennis B. Mullen: Chairman of the Board and CEO of NASDAQ-listed company,director ofoff-shoreprivate companies, and service as director and Chairman and Director of unaffiliated fundcomplex, and a Fund Independent Trustee since 1971 and Independent Chairman of the Board of Trustees from 2004 to 2007.complexes.James T. Rothe: Co-founder and Managing Director of a private investment firm, former business school professor, service as a corporate director, and a Fund Independent Trustee since 1997.
William D. Stewart:
Corporate vice-presidentService as a 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:
serviceService as Chairman andCEOChief Executive Officer of a global advertising firm, service on multiple corporate andnon-profitnonprofit boards, and a Fund Independent Trustee since 2005.19BOARD OVERSIGHT OF RISK MANAGEMENTBoard 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
Fund'sFunds’ operations, oversees JanusCapital'sCapital’s risk management efforts with respect to the Funds.The Board, inIn the exercise of its reasonable business judgment, the Board also separately considers potential risks that may impact the Funds. The Board discharges its oversight duties and considers potential risks in a number of different ways, including, but not limited to, receiving reports on a regular basis, either directly or through an appropriate committee, from Janus Capital and its officers. Reports received include those from, among others, JanusCapital'sCapital’s (1) senior managers responsible for oversight of global risk; (2) senior managers responsible for oversight of portfolio construction and trading risk; (3) Chief ComplianceOfficer,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 theFunds'Funds’ other service providers and from independent consultants hired by the Board.13
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
counter-partycounterparty risk associated with theFunds'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
("(“FundCCO"CCO”) who (1) reports directly to the Board and (2) provides a comprehensive written report annually and presents quarterly at theBoard'sBoard’s regular meetings. The Fund CCO, who also serves as JanusCapital'sCapital’s Chief Compliance Officer, discusses relevant risk issues that may impact the Funds and/or JanusCapital'sCapital’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 theFunds'Funds’ compliance policies and procedures, including how these procedures are designed to mitigate risk and what, if any, changes have been made to enhance the procedures. The Fund CCO may also report to the Board on anad hocbasis in the event that he identifies issues associated with theFunds'Funds’ compliance policies and procedures that could expose theFunds'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
therespect to theFunds'Funds’ risk management process.20SHARE OWNERSHIP TheUnder the Trust’s Governance Procedures and Guidelines, the Trustees
believe that each Trustee shouldare expected to invest in one or moreJanus funds(but not necessarily all) funds advised by Janus Capital for whichhe or she servesthey serve as Trustee, to the extentthe Trustee isthey are directly eligible to do so.TheThese investments may include amounts held under a deferred compensation plan that are valued based on “shadow investments” in such funds. Such investments, including the amountof such investment,andthe Janus fund(s) inwhicha Trustee determines to invest, isfunds, are dictated bythe Trustee'seach Trustee’s individual financial circumstances and investment goals.Appendix B to this Proxy Statement sets forthAs of December 31, 2015, the
numberTrustees and nominees owned securities ofsharesthe Funds in the dollar range shown in the following table. The last column of the table reflects each Trustee’s and nominee’s aggregate dollar range ofequitysecurities ofeach Fund owned directly or beneficiallyall14
mutual funds advised by Janus Capital and overseen by the Trustees (58 funds as of
, 2009 by each Trustee and the nominees for election at the Meeting. [In addition, asDecember 31, 2015).
Name of
Trustee/NomineeDollar Range of Equity Securities in the Funds Aggregate Dollar
Range of Equity
Securities in
All Registered
Investment
Companies
Overseen by
Trustee in
Janus FundsIndependent Trustees William F. McCalpin
Janus Asia Equity Fund
Janus Balanced Fund
Janus Enterprise Fund
Janus Global Allocation Fund – Growth
Janus Global Life Sciences Fund
Janus Global Real Estate Fund
Janus Global Research Fund
Janus Global Technology Fund
Janus International Equity Fund
Janus Money Market Fund
Janus Overseas Fund
Janus Short-Term Bond Fund
Perkins Value Plus Income Fund
$10,001-$50,000 $10,001-$50,000
$10,001-$50,000
$10,001-$50,000
$1-$10,000
$10,001-$50,000
$50,001-$100,000
$1-$10,000
$10,001-$50,000
Over $100,000
$10,001-$50,000
$10,001-$50,000
$10,001-$50,000
Over $100,000 (1) Alan A. Brown
Janus Overseas Fund
Janus Triton Fund
$10,001-$50,000 $50,001-$100,000
Over $100,000 William D. Cvengros
Janus Enterprise Fund
Janus Global Allocation Fund – Growth
Janus Global Life Sciences Fund
Janus Global Real Estate Fund
Janus Research Fund
Janus Triton Fund
Janus Venture Fund
Over $100,000 $10,001-$50,000
Over $100,000
Over $100,000
$1-$10,000
Over $100,000
Over $100,000
Over $100,000 James T. Rothe
Janus Balanced Fund
Janus Enterprise Fund
Janus Flexible Bond Fund
Janus Global Allocation Fund – Conservative
Janus Global Life Sciences Fund
Janus Global Research Fund
Janus Money Market Fund
Janus Research Fund
Janus Triton Fund
Over $100,000 Over $100,000
Over $100,000
Over $100,000
$50,001-$100,000
Over $100,000
Over $100,000
$50,001-$100,000
$10,001-$50,000
Over $100,000 (1) William D. Stewart
INTECH U.S. Core Fund
Janus Contrarian Fund
Janus Flexible Bond Fund
Janus Global Life Sciences Fund
Janus Global Research Fund
Janus Growth and Income Fund
Janus Money Market Fund
Janus Triton Fund
$10,001-$50,000 Over $100,000
$1-$10,000
Over $100,000
$1-$10,000
$50,001-$100,000
Over $100,000
$50,001-$100,000
Over $100,000 Linda S. Wolf
Janus Contrarian Fund
Janus Flexible Bond Fund
Janus Global Life Sciences Fund
Janus Global Research Fund
Janus Triton Fund
Over $100,000 Over $100,000
Over $100,000
Over $100,000
Over $100,000
Over $100,000 (1) 15
Name of
Trustee/NomineeDollar Range of Equity Securities in the Funds Aggregate Dollar
Range of Equity
Securities in
All Registered
Investment
Companies
Overseen by
Trustee in
Janus FundsTrustee Nominees Raudline Etienne
Janus Global Allocation Fund – Moderate
Janus Global Real Estate Fund
Janus Research Fund
$10,001-$50,000 $1-$10,000
$1-$10,000
$10,001-$50,000 Gary A. Poliner
None None
(1) Ownership shown includes amounts held under a deferred compensation plan that are valued based on “shadow investments” in one or more funds. Compensation of
[ ], the nominees,Trusteesand executive officers of the Funds, individually and collectively as a group, owned less than 1% of the outstanding shares of each Fund. In addition, as of [ ], the nominees, Trustees and executive officers of the Funds, individually and collectively as a group, owned less than 1% of the outstanding shares of each Fund. COMPENSATION OF TRUSTEESThe 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"“independent” Trustee, for their services as Trustees or officers. All of the Trustees or nominees are"independent."“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 theFunds'Funds’ Chief Compliance Officer and compliance staff, as authorized from time to time by the Trustees.The
Trust'sTrust’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 theTrustees'Trustees’ responsibilities as well as in relation to fees paid to trustees of other similarly situated mutual fund complexes.The following table shows the aggregate compensation paid to each current Independent Trustee by the Trust for the fiscal years ended June 30, 2015 and September 30, 2015, as well as the total compensation paid by all of the Janus Funds during the calendar year
2009.2015. None of the Trustees receives any pension or retirement benefits from the Funds or the Janus Funds. The Trustees have established a deferred compensation plan under whichthe Trusteesa Trustee may elect to defer receipt of all,16
or a portion, of the compensation
they earnearned fortheirservices to the Funds, in lieu of receiving current payments of such compensation. Any21deferred amount is treated as though an equivalent dollar amountdollaramount has been invested in shares of one or more funds advised by Janus Capital("Shadow Investments"(“shadow investments”).
Name of Person, Position Aggregate Compensation
From the Trust(1)Total Compensation from
the Janus Funds for
calendar year endedDecember 31, 2015(2)(3)
Independent Trustees William F. McCalpin, Chairman and Trustee(4)(5)
$ 373,339 $ 382,000 Alan A. Brown, Trustee(5)
$ 263,913 $ 269,000 William D. Cvengros, Trustee(5)
$ 267,139 $ 272,000 James T. Rothe, Trustee(5)
$ 267,803 $ 279,000 William D. Stewart, Trustee(5)
$ 259,017 $ 267,000 Linda S. Wolf, Trustee(5)
$ 272,798 $ 282,000 Trustee Nominees Raudline Etienne*
N/A N/A Gary A. Poliner†
N/A N/A
TOTAL COMPENSATION FROM AGGREGATE COMPENSATION THE TRUST AND THE JANUS NAME OF INDEPENDENT TRUSTEE FROM THE TRUST(1) FUND COMPLEX(2)* Raudline Etienne was appointed consultant to the Trustees effective June 2, 2014. During the calendar year ended December 31, 2015, Ms. Etienne received total compensation of $264,000 from the Janus Funds for serving as an independent consultant to the Trustees.
† Gary A. Poliner was appointed consultant to the Trustees effective January 1, 2016 and did not receive compensation from the Janus Funds during the calendar year ended December 31, 2015.
(1) Includes compensation for service on behalf of 47 Funds.
(2) For all Trustees, includes compensation for service on the boards of two Janus trusts comprised of 58 portfolios.
(3) --------------------------- ---------------------- -----------------------Total Compensation received from the Janus Funds includes any amounts deferred under the deferred compensation plan. The deferred compensation amounts for the year are as follows: William F. McCalpin(4)........ $376,000 Jerome S. Contro(5)........... $305,500 John W. McCarter, Jr.(5)...... $300,750 Dennis B. Mullen(5)........... $328,661McCalpin $38,200 and James T.Rothe(5)............. $312,750 William D. Stewart(5)......... $296,750 Martin H. Waldinger........... $267,000 Linda S. Wolf(5).............. $273,750Rothe $279,000.-------- (1) Includes compensation for service on behalf of 38
(4) Aggregate Compensation received from the Funds and Total Compensation received from all Janus 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 $152,250; 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 fundsincludes 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, or as Lead Trustee for, one or more committees of the Board of Trustees during certain periods. Officers 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 TRUSTTrustThe officers of the Trust and their principal occupations are set forth inAppendix
CB to this Proxy Statement.THE INDEPENDENT TRUSTEES OF THE TRUST UNANIMOUSLY RECOMMEND THAT YOU VOTE "FOR" EACH NOMINEE. 22PROPOSAL 2 APPROVE 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 On December 11, 2009, 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. 23The 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 areIndependent Trusteesmeaning he or she is not an "interested person" (as defined by the 1940 Act)of the Trust("Independent Trustees"), votedunanimouslyto approverecommend that you vote “FOR” eachProposed Amended Advisory Agreementnominee.17
MANAGEMENT AND OTHER SERVICE PROVIDERS
Investment Adviser and
authorized the submission of each Proposed Amended Advisory Agreement to each Fund's shareholders for approval. 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 withAdministrator. 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. The Trustees also reviewed the structure of performance fees applied by other Janus funds. 24As 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 forlocated atleast the first 12 months and up to 18 months 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 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, 252009, 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 charged by other advisers for managing comparable mutual funds with similar strategies, and (2) the impact of the performance-based fee structure, as applicable. 26PERFORMANCE 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 the Funds 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 Trustees, 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, Colorado80206-4805,80206, serves as the investment adviserto the Funds pursuant to a separate investment advisory agreement between the Trust, on behalf of each Fund,andJanus 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 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, 272009. 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 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 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 other business affairs of each Fund. Janus Capital is authorized to delegate to others to perform certain administrative and other services. 28Each 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 29Trustees, the date when it was last approved by the shareholders of each Fund, and the reason it was last submitted for shareholder approval are set forth below:
DATE LAST DATE LAST DATE OF CURRENT CONSIDERED BY SUBMITTED FUND AGREEMENT TRUSTEES TO SHAREHOLDERS REASON ---- ----------------- ----------------- ----------------- -----------------Janus Forty July 6, 2009 December 11, 2009 Fund........... Janus Fund....... July 1, 2004 as December 11, 2009 amended February 1, 2006 and June 14, 2006 Janus Global July 1, 2004 as December 11, 2009 Opportunities amended February Fund........... 1, 2006 and June 14, 2006 Janus Overseas July 1, 2004 as December 11, 2009 Fund........... amended February 1, 2006 and June 14, 2006 Janus Twenty July 1, 2004 as December 11, 2009 Fund........... amended February 1, 2006 and June 14, 2006The 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 30Shares, and Class S Shares, the administrative fees 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), exceed the annual rate shown below:
FUND EXPENSE LIMIT (%) ---- -----------------Janus Forty Fund................................ 0.78% Janus Fund...................................... 0.78% Janus Overseas Fund............................. 0.92%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 rate paid by a 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 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 performance measurement period. For purposes of computing the Base Fee Rate and the Performance Adjustment, net assets 31are 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. For Janus Twenty Fund, the investment performance of the Fund's Class T Shares (formerly 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 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 32the 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. 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 33$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 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 the 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 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. 34The 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:
BASE FEE RATE FUND BENCHMARK INDEX (ANNUAL FEE RATE) ---- ---------------------------- -----------------Janus Forty Fund............ Russell 1000(R) Growth Index(1) 0.64% Janus Fund.................. Russell 1000(R) Growth Index(1) 0.64% Janus Global Opportunities Fund...................... MSCI World IndexSM (2) 0.64% Janus Overseas Fund......... MSCI All Country World ex-U.S. Index(SM) (3) 0.64% Janus Twenty Fund........... Russell 1000(R) Growth Index(1) 0.64%-------- (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 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. (3) 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 the Fund. 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 (July 31, 2009 for Janus Forty Fund) 35and 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.
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 31,658 1,561 30,097 13.40% Janus Fund............ 46,943 2 46,941 47,293 2 47,291 0.75% Janus Global Opportunities Fund.. 543 N/A 543 604 N/A 604 11.30% Janus Overseas Fund... 38,344 43 38,301 47,295 43 47,252 23.37% Janus Twenty Fund..... 49,894 N/A 49,894 61,377 N/A 61,377 23.01%-------- * 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 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 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 36had 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 performance of the Fund's Class A Shares (waiving the upfront sales load) compared to the 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:
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%37EXAMPLE 2: Fund Performance Tracks its Benchmark If the Fund 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:
PERFORMANCE ADJUSTMENT TOTAL ADVISORY FEE RATE BASE FEE RATE RATE FOR THAT MONTH ------------------------ ------------------------ ------------------------1/12(th) of 0.64% .00% 1/12(th) of 0.64%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:
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%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, 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. 38As a result of the expense waiver agreement, the Annual Total 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)
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 NoneANNUAL FUND OPERATING EXPENSES (DEDUCTED FROM FUND ASSETS)(5)
ACQUIRED DISTRIBUTION/ FUND(9) TOTAL ANNUAL MANAGEMENT SERVICE OTHER FEES AND 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......... 0.71% 0.25% 0.14% 0.02% 1.12% Class C Shares Current........... 0.64% 1.00% 0.17% 0.02% 1.83% Pro Forma......... 0.71% 1.00% 0.17% 0.02% 1.90% Class I Shares Current........... 0.64% N/A 0.03% 0.02% 0.69% Pro Forma......... 0.71% N/A 0.03% 0.02% 0.76% Class R Shares Current........... 0.64% 0.50% 0.27% 0.02% 1.43% Pro Forma......... 0.71% 0.50% 0.27% 0.02% 1.50% Class S Shares Current........... 0.64% 0.25% 0.26% 0.02% 1.17% Pro Forma......... 0.71% 0.25% 0.26% 0.02% 1.24% Class T Shares Current........... 0.64% N/A 0.27% 0.02% 0.93% Pro Forma......... 0.71% N/A 0.27% 0.02% 1.00%39EXAMPLES: 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:*
1 YEAR 3 YEARS 5 YEARS 10 YEARS ------ ------- ------- --------JANUS FORTY FUND Class A Shares Current............................ $676 $890 $1,121 $1,784 Pro Forma.......................... 683 911 1,156 1,860 Class C Shares Current............................ 286 576 990 2,148 Pro Forma.......................... 293 597 1,026 2,222 Class I Shares Current............................ 70 221 384 859 Pro Forma.......................... 78 243 422 942 Class R Shares Current............................ 146 452 782 1,713 Pro Forma.......................... 153 474 818 1,791 Class S Shares Current............................ 119 372 644 1,420 Pro Forma.......................... 126 393 681 1,500 Class T Shares Current............................ 95 296 515 1,143 Pro Forma.......................... 102 318 552 1,22540IF YOU DO NOT REDEEM YOUR SHARES:*
1 YEAR 3 YEARS 5 YEARS 10 YEARS ------ ------- ------- --------JANUS FORTY FUND Class A Shares Current........................... $676 $890 $1,121 $1,784 Pro Forma......................... 683 911 1,156 1,860 Class C Shares Current........................... 186 576 990 2,148 Pro Forma......................... 193 597 1,026 2,222 Class I Shares Current........................... 70 221 384 859 Pro Forma......................... 78 243 422 942 Class R Shares Current........................... 146 452 782 1,713 Pro Forma......................... 153 474 818 1,791 Class S Shares Current........................... 119 372 644 1,420 Pro Forma......................... 126 393 681 1,500 Class T Shares Current........................... 95 296 515 1,143 Pro Forma......................... 102 318 552 1,225-------- (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 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 41provided on behalf of shareholders of the Funds. For Class R Shares, Class S Shares and Class T Shares, Other Expenses include an annual administrative 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, 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 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 - 1.12%); Class C Shares - 1.80% (pro forma - 1.87%); Class I Shares - 0.69%; (pro forma - 0.76%) Class R Shares - 1.43% (pro forma - 1.50%); Class S Shares - 1.17% (pro forma - 1.24%); and Class T Shares - 0.93% (pro forma - 1.00%). * 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 4.00% over the same period. The Performance Adjustment is made in even increments for every 0.50% difference in the investment 42performance of the Fund's Class A Shares (waiving the upfront sales load) compared to the investment record of the Russell 1000(R) Growth Index. EXAMPLE 1: Fund Outperforms its Benchmark by 4.00% If the Fund has outperformed the Russell 1000(R) Growth Index by 4.00% during the preceding 36 months, the Fund would calculate the investment advisory fee as follows:
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%EXAMPLE 2: Fund Performance Tracks its Benchmark If the Fund 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:
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%EXAMPLE 3: Fund Underperforms its Benchmark by 4.00% If the Fund has underperformed the Russell 1000(R) Growth Index by 4.00% during the preceding 36 months, the Fund would calculate the investment advisory fee as follows:
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%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 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. 43Annual 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 Annual Total 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)
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 None44ANNUAL FUND OPERATING EXPENSES (DEDUCTED FROM FUND ASSETS) (5)
ACQUIRED DISTRIBUTION/ FUND(9) TOTAL ANNUAL MANAGEMENT SERVICE (12B-1) OTHER FEES AND 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........ 0.64% 0.25% 0.18% 0.01% 1.08% Class C Shares Current.......... 0.64% 1.00% 0.25% 0.01% 1.90% Pro Forma........ 0.64% 1.00% 0.25% 0.01% 1.90% Class D Shares(11) Current.......... 0.64% N/A 0.18% 0.01% 0.83% Pro Forma........ 0.64% N/A 0.18% 0.01% 0.83% Class I Shares Current.......... 0.64% N/A 0.09% 0.01% 0.74% Pro Forma........ 0.64% N/A 0.09% 0.01% 0.74% Class R Shares Current.......... 0.64% 0.50% 0.31% 0.01% 1.46% Pro Forma........ 0.64% 0.50% 0.31% 0.01% 1.46% Class S Shares Current.......... 0.64% 0.25% 0.31% 0.01% 1.21% Pro Forma........ 0.64% 0.25% 0.31% 0.01% 1.21% Class T Shares(12) Current.......... 0.64% N/A 0.31% 0.01% 0.96% Pro Forma........ 0.64% N/A 0.31% 0.01% 0.96%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 4536-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:*
1 YEAR 3 YEARS 5 YEARS 10 YEARS ------ ------- ------- --------JANUS FUND Class A Shares Current........................... $679 $899 $1,136 $1,816 Pro Forma......................... 679 899 1,136 1,816 Class C Shares Current........................... 293 597 1,026 2,222 Pro Forma......................... 293 597 1,026 2,222 Class D Shares Current........................... 85 265 460 1,025 Pro Forma......................... 85 265 460 1,025 Class I Shares Current........................... 76 237 411 918 Pro Forma......................... 76 237 411 918 Class R Shares Current........................... 149 462 797 1,746 Pro Forma......................... 149 462 797 1,746 Class S Shares Current........................... 123 384 665 1,466 Pro Forma......................... 123 384 665 1,466 Class T Shares Current........................... 98 306 531 1,178 Pro Forma......................... 98 306 531 1,17846IF YOU DO NOT REDEEM YOUR SHARES:*
1 YEAR 3 YEARS 5 YEARS 10 YEARS ------ ------- ------- --------JANUS FUND Class A Shares Current........................... $679 $899 $1,136 $1,816 Pro Forma......................... 679 899 1,136 1,816 Class C Shares Current........................... 193 597 1,026 2,222 Pro Forma......................... 193 597 1,026 2,222 Class D Shares Current........................... 85 265 460 1,025 Pro Forma......................... 85 265 460 1,025 Class I Shares Current........................... 76 237 411 918 Pro Forma......................... 76 237 411 918 Class R Shares Current........................... 149 462 797 1,746 Pro Forma......................... 149 462 797 1,746 Class S Shares Current........................... 123 384 665 1,466 Pro Forma......................... 123 384 665 1,466 Class T Shares Current........................... 98 306 531 1,178 Pro Forma......................... 98 306 531 1,178-------- (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 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. 47(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 Funds. For Class R Shares, Class S Shares, and Class T Shares, Other Expenses include an annual administrative 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 - 1.04%); Class C - Shares 1.79% (pro forma - 1.79%); Class D Shares - 0.83% (pro forma - 0.83%); Class I Shares - 0.74% (pro forma - 0.74%); Class R Shares - 1.46% (pro forma - 1.46%); Class S Shares - 1.21% (pro forma - 1.21%); and Class T Shares - 0.96% (pro forma - 0.96%). (11) Class D Shares launched on February 16, 2010. The fees and expenses shown are estimated based on the Fund's assets as of 10/31/2009. (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 48assets 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 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:
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%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:
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%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:
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%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 49calculated 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 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)
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)50ANNUAL FUND OPERATING EXPENSES (DEDUCTED FROM FUND ASSETS)(7)
DISTRIBUTION/ ACQUIRED TOTAL SERVICE FUND(11) ANNUAL MANAGEMENT (12B-1) OTHER FEES AND 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.......... 0.71% 0.25% 0.49% 0.01% 1.46% Class C Shares Current............ 0.64% 1.00% 0.49% 0.01% 2.14% Pro Forma.......... 0.71% 1.00% 0.49% 0.01% 2.21% Class D Shares(12) Current............ 0.64% N/A 0.61% 0.01% 1.26% Pro Forma.......... 0.71% N/A 0.61% 0.01% 1.33% Class I Shares Current............ 0.64% N/A 0.49% 0.01% 1.14% Pro Forma.......... 0.71% N/A 0.49% 0.01% 1.21% Class S Shares Current............ 0.64% 0.25% 0.74% 0.01% 1.64% Pro Forma.......... 0.71% 0.25% 0.74% 0.01% 1.71% Class T Shares(13) Current............ 0.64% N/A 0.74% 0.01% 1.39% Pro Forma.......... 0.71% N/A 0.74% 0.01% 1.46%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 51the 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:*
1 YEAR 3 YEARS 5 YEARS 10 YEARS ------ ------- ------- --------JANUS GLOBAL OPPORTUNITIES FUND Class A Shares Current............................ $708 $ 990 $1,292 $2,148 Pro Forma.......................... 715 1,010 1,327 2,221 Class C Shares Current............................ 317 670 1,149 2,472 Pro Forma.......................... 324 691 1,185 2,544 Class D Shares Current............................ 128 400 692 1,523 Pro Forma.......................... 135 421 729 1,601 Class I Shares Current............................ 116 362 628 1,386 Pro Forma.......................... 123 384 665 1,466 Class S Shares Current............................ 167 517 892 1,944 Pro Forma.......................... 174 539 928 2,019 Class T Shares Current............................ 142 440 761 1,669 Pro Forma.......................... 149 462 797 1,746IF YOU DO NOT REDEEM YOUR SHARES:*
1 YEAR 3 YEARS 5 YEARS 10 YEARS ------ ------- ------- --------JANUS GLOBAL OPPORTUNITIES FUND Class A Shares Current........................... $708 $ 990 $1,292 $2,148 Pro Forma......................... 715 1,010 1,327 2,221 Class C Shares Current........................... 217 670 1,149 2,472 Pro Forma......................... 224 691 1,185 2,544 Class D Shares Current........................... 128 400 692 1,523 Pro Forma......................... 135 421 729 1,60152
1 YEAR 3 YEARS 5 YEARS 10 YEARS ------ ------- ------- --------Class I Shares Current........................... 116 362 628 1,386 Pro Forma......................... 123 384 665 1,466 Class S Shares Current........................... 167 517 892 1,944 Pro Forma......................... 174 539 928 2,019 Class T Shares Current........................... 142 440 761 1,669 Pro Forma......................... 149 462 797 1,746-------- (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 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 Funds. For Class S Shares and Class T Shares, Other Expenses include an annual administrative 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. 53(12) Class D Shares launched on February 16, 2010. The fees and expenses shown are estimated based on the Fund's assets as of 10/31/2009. (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 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 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:
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%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:
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%54EXAMPLE 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:
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%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. 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. 55As a result of the expense waiver agreement, the Annual Total 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)
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)ANNUAL FUND OPERATING EXPENSES (DEDUCTED FROM FUND ASSETS) (7)
DISTRIBUTION/ TOTAL SERVICE ANNUAL MANAGEMENT (12B-1) OTHER OPERATING FEE(8) FEES(9) EXPENSES(10) EXPENSES(12) ---------- ------------- ------------ ------------JANUS OVERSEAS FUND Class A Shares Current.................. 0.64% 0.25% 0.11% 1.00% Pro Forma................ 0.79% 0.25% 0.11% 1.15% Class C Shares Current.................. 0.64% 1.00% 0.37% 2.01% Pro Forma................ 0.79% 1.00% 0.37% 2.16% Class D Shares(11) Current.................. 0.64% N/A 0.18% 0.82% Pro Forma................ 0.79% N/A 0.18% 0.97% Class I Shares Current.................. 0.64% N/A 0.06% 0.70% Pro Forma................ 0.79% N/A 0.06% 0.85%56
DISTRIBUTION/ TOTAL SERVICE ANNUAL MANAGEMENT (12B-1) OTHER OPERATING FEE(8) FEES(9) EXPENSES(10) EXPENSES(12) ---------- ------------- ------------ ------------Class R Shares Current.................. 0.64% 0.50% 0.30% 1.44% Pro Forma................ 0.79% 0.50% 0.30% 1.59% Class S Shares Current.................. 0.64% 0.25% 0.30% 1.19% Pro Forma................ 0.79% 0.25% 0.30% 1.34% Class T Shares(12) Current.................. 0.64% N/A 0.31% 0.95% Pro Forma................ 0.79% N/A 0.31% 1.10%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:*
1 YEAR 3 YEARS 5 YEARS 10 YEARS ------ ------- ------- --------JANUS OVERSEAS FUND Class A Shares Current............................ $671 $875 $1,096 $1,729 Pro Forma.......................... 685 919 1,172 1,892 Class C Shares Current............................ 304 630 1,083 2,338 Pro Forma.......................... 319 676 1,159 2,493 Class D Shares Current............................ 85 265 460 1,025 Pro Forma.......................... 99 309 536 1,190 Class I Shares Current............................ 72 224 390 871 Pro Forma.......................... 87 271 471 1,04957
1 YEAR 3 YEARS 5 YEARS 10 YEARS ------ ------- ------- --------Class R Shares Current............................ 147 456 787 1,724 Pro Forma.......................... 162 502 866 1,889 Class S Shares Current............................ 121 378 654 1,443 Pro Forma.......................... 136 425 734 1,613 Class T Shares Current............................ 97 303 525 1,166 Pro Forma.......................... 112 350 606 1,340IF YOU DO NOT REDEEM YOUR SHARES:*
1 YEAR 3 YEARS 5 YEARS 10 YEARS ------ ------- ------- --------JANUS OVERSEAS FUND Class A Shares Current........................... $671 $875 $1,096 $1,729 Pro Forma......................... 685 919 1,172 1,892 Class C Shares Current........................... 204 630 1,083 2,338 Pro Forma......................... 219 676 1,159 2,493 Class D Shares Current........................... 85 265 460 1,025 Pro Forma......................... 99 309 536 1,190 Class I Shares Current........................... 72 224 390 871 Pro Forma......................... 87 271 471 1,049 Class R Shares Current........................... 147 456 787 1,724 Pro Forma......................... 162 502 866 1,889 Class S Shares Current........................... 121 378 654 1,443 Pro Forma......................... 136 425 734 1,613 Class T Shares Current........................... 97 303 525 1,166 Pro Forma......................... 112 350 606 1,340-------- (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. 58(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 Funds. For Class R Shares, Class S Shares, and Class T Shares, Other Expenses include an annual administrative 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 forma - 1.15%); Class C Shares - 1.92% (pro forma - 2.07%); Class D Shares - 0.82% (pro forma - 0.97%); Class I Shares - 0.70% (pro forma - 0.85%); Class R Shares - 1.44% (pro forma - 1.59%); Class S Shares - 1.19% (pro forma - 1.34%); and Class T Shares - 0.95% (pro forma - 1.10%). 59(12) Class D Shares launched on February 16, 2010. The fees and expenses shown are estimated based on the Fund's assets as of 10/31/2009. (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 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:
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%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:
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%60EXAMPLE 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:
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%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)
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 None61ANNUAL FUND OPERATING EXPENSES (DEDUCTED FROM FUND ASSETS) (2)
TOTAL ACQUIRED FUND ANNUAL MANAGEMENT OTHER (5) FEES AND 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................ 0.78% 0.16% 0.01% 0.95% Class T Shares(7) Current.................. 0.64% 0.29% 0.01% 0.94% Pro Forma................ 0.78% 0.29% 0.01% 1.08%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:*
1 YEAR 3 YEARS 5 YEARS 10 YEARS ------ ------- ------- --------JANUS TWENTY FUND Class D Shares Current............................ $ 83 $259 $450 $1,002 Pro Forma.......................... 97 303 525 1,166 Class T Shares Current............................ 96 300 520 1,155 Pro Forma.......................... 110 343 595 1,31762IF YOU DO NOT REDEEM YOUR SHARES:*
1 YEAR 3 YEARS 5 YEARS 10 YEARS ------ ------- ------- --------JANUS TWENTY FUND Class D Shares Current............................ $ 83 $259 $450 $1,002 Pro Forma.......................... 97 303 525 1,166 Class T Shares Current............................ 96 300 520 1,155 Pro Forma.......................... 110 343 595 1,317-------- (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 the 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 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. (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 10/31/2009. (7) Formerly named Class J Shares. * The Pro Forma numbers shown for 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 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. 63THE INDEPENDENT TRUSTEES OF THE TRUST UNANIMOUSLY RECOMMEND THAT YOU VOTE "FOR" APPROVAL OF THE PROPOSED AMENDED ADVISORY AGREEMENT FOR YOUR FUND. PROPOSAL 3 APPROVE AN AMENDMENT TO AN INVESTMENT ADVISORY AGREEMENT WHICH CHANGES 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 down or up based upon the Fund's performance relative to the 64Developed 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 American, European, 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, [ %] 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 65Index 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 dollar amount of the pro forma advisory fee that would have been paid by the Fund, before and after all applicable waivers, for the period using either the Developed Index or the Global Index as the benchmark index and based upon a Performance Period beginning on ; (2) this comparative pro forma advisory fee data shown net of any applicable fee waivers; (3) a chart that compared the returns of the Developed Index and Global Indexes from the Fund's inception through , which showed that the returns of the Fund have corresponded more closely to those of the Global Index over the period; (4) a chart that compared the calendar year performance of both the Developed Index and the Global Index for the past five years, which showed that the two benchmarks have performed differently at times over that period; and (5) 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 the Funds. 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 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. 66Principal Executive 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. 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 "Additional Information About the Fund - Other 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 "Additional Information About the Fund - Other 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 67negligence 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 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 initially approved by the Trustees, including all of the Independent Trustees, on [ , 200 ]. The Current Advisory Agreement was last submitted to a vote of shareholders on in connection with the launch of the Fund. 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 Propose Advisory Agreement, the Fund pays Janus Capital an investment advisory fee that consists of two components: (i) a base management fee at the annual rate of 0.75% of 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 will be the previous 36 months, although no Performance Adjustment is made for at least 12 months following commencement of operations of the Fund. 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 68of 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. 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 69different 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. 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. 70For 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.) 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).
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 43,815 43,815 0 0 0.00%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 71Advisory 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 American real estate markets including both developed and emerging markets. As of December 31, 2009, emerging markets constituted % 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, the Developed Index, and the Global Index have performed for the period of December 1, 2007, inception date, through January 31, 2010. [INSERT PERFORMANCE CHART] 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. 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. [INSERT BAR CHART] 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 72effective 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, 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 $6.69 million and $11.25 million, 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 investment record of its benchmark index. 73EXAMPLE 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:
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%EXAMPLE 2: Fund Performance Tracks its Benchmark If the Fund has tracked the performance of its benchmark index during the preceding 36 months, the Fund would calculate the investment advisory fee as follows:
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%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:
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%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 higher 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 December 28, 2007 to July 31, 2009 period, the Fund underperformed the Global Index and the July 31, 2009 daily net assets were higher 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, 74accounting 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 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)
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 None 2.00%(5)(6) 2.00%(5)(6) 2.00%(5)(6) Exchange Fee............ None None None None(6) None(6) None(6)75ANNUAL FUND OPERATING EXPENSES (DEDUCTED FROM FUND ASSETS)(7)
ACQUIRED TOTAL ANNUAL MANAGEMENT DISTRIBUTION OTHER FUND(11) FEES OPERATING FEE(8) (12B-1) FEES(9) EXPENSES(10) AND 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................... 0.74% 0.25% 5.13% 0.01% 6.13% Class C Shares Current.................... 0.83% 1.00% 5.02% 0.01% 6.86% Pro Forma based on Proposed Index................... 0.74% 1.00% 5.02% 0.01% 6.77% Class D Shares Current.................... 0.83% N/A 4.97% 0.01% 5.81% Pro Forma based on Proposed Index................... 0.74% N/A 4.97% 0.01% 5.72% Class I Shares Current.................... 0.83% N/A 4.85% 0.01% 5.69% Pro Forma based on Proposed Index................... 0.74% N/A 4.85% 0.01% 5.60% Class S Shares Current.................... 0.83% 0.25% 5.26% 0.01% 6.35% Pro Forma based on Proposed Index................... 0.74% 0.25% 5.26% 0.01% 6.26% Class T Shares Current.................... 0.83% N/A 5.10% 0.01% 5.94% Pro Forma based on Proposed Index................... 0.74% N/A 5.10% 0.01% 5.85%76EXAMPLES: 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 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:*
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......................... 1,149 2,279 3,383 6,036 Class C Shares Current.......................... 680 2,001 3,274 6,255 Pro Forma based on Proposed Index......................... 771 1,978 3,238 6,200 Class D Shares Current.......................... 579 1,722 2,847 5,580 Pro Forma based on Proposed Index......................... 570 1,698 2,809 5,518 Class I Shares Current.......................... 567 1,689 2,796 5,498 Pro Forma based on Proposed Index......................... 558 1,665 2,758 5,435 Class S Shares Current.......................... 631 1,867 3,070 5,937 Pro Forma based on Proposed Index......................... 622 1,843 3,033 5,879 Class T Shares Current.......................... 591 1,757 2,901 5,668 Pro Forma based on Proposed Index......................... 583 1,733 2,863 5,60777IF YOU DO NOT REDEEM YOUR SHARES:*
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......................... 1,149 2,279 3,383 6,036 Class C Shares Current.......................... 780 2,001 3,274 6,255 Pro Forma based on Proposed Index......................... 671 1,978 3,238 6,200 Class D Shares Current.......................... 579 1,722 2,847 5,580 Pro Forma based on Proposed Index......................... 570 1,698 2,809 5,518 Class I Shares Current.......................... 567 1,689 2,796 5,498 Pro Forma based on Proposed Index......................... 558 1,665 2,758 5,435 Class S Shares Current.......................... 631 1,867 3,070 5,937 Pro Forma based on Proposed Index......................... 622 1,843 3,033 5,879 Class T Shares Current.......................... 591 1,757 2,901 5,668 Pro Forma based on Proposed Index......................... 583 1,733 2,863 5,607-------- (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. 78(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 (waving 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 Funds. For Class S Shares and Class T Shares, Other Expenses include an annual administrative 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. 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 79as 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. * 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 of the Fund. If shareholders of the Fund do not approve the Proposal, the Current Advisory Agreement will continue 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. 80PROPOSALS 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 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 81terms 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 Fund's portfolio manager, Greg 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 holding could increase the expenses of the Fund. The Fund will also be reclassified from a non-diversified Fund to a diversified Fund, as defined in the 1940 Act. The Fund will change its name to "Perkins Global Value Fund." Pending 82shareholder 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. 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. 83NATURE, 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 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 84mutual 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 Funds. 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. 85PROPOSAL 4 APPROVE AN AMENDMENT TO THE 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 16, 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 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. 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 86investment 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. 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 87vote 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 a 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 16, 2006, was last submitted for shareholder approval on . 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 and other terms of the Current Advisory Agreement. The 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 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 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 88Agreement 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 $ 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 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 K 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. 89DESCRIPTION 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 even 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 a 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). 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 90(calculated after any applicable performance fee adjustments, fee waiver, and expense reimbursements). 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 fee waivers, expense reimbursements or 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 (net of waivers) 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 Perkins would have received had the proposed performance-based fee arrangement been in effect during the period.
AVERAGE NET ASSETS PRO FORMA % INCREASE (+) (000'S) SUBADVISORY FEES OR DECREASE (-) ------------------ ---------------- ---------------$84,969,130 $302,190 11.30%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. 91Termination 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. REQUIRED VOTE Approval of the Proposed Subadvisory Agreement requires the affirmative vote of a 1940 Act Majority 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. 92FUND SERVICE PROVIDERS [TO BE UPDATED] ADMINISTRATOR. Janus Capital serves asadministrator to theFunds, performing internal accounting, recordkeeping, blue sky monitoring and registration functions. Janus Capital may be reimbursed by the Funds for certain administrative and clerical functions Janus Capital provides to the Funds, as well as for reasonable costs it incurs in performing certain functions. 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.Funds.Distributor. Janus Distributors, a wholly-owned subsidiary of Janus Capital, located at 151 Detroit Street, Denver, Colorado 80206, serves as distributor of the
Fund 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, C, R and 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.
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 38893
FEES PAID TO JANUS DISTRIBUTORS ($) (000'S) ------------------------------------- CLASS A CLASS C CLASS R CLASS S FUND SHARES SHARES SHARES SHARES ---- ------- ------- ------- -------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) 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(R) 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-------- (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.Funds.Transfer Agent. Janus Services
P.O. Box 173375, Denver, Colorado 80207- 3375,LLC (“Janus Services”), a wholly-owned subsidiary of Janus Capital, located at 151 Detroit Street, Denver, Colorado 80206, serves as theFund'stransfer94agent pursuant to an Amended and Restated Transfer Agency Agreement ("Transfer Agency Agreement") between Janus Services and the Trust. Pursuantto theTransfer Agency Agreement, each class of shares of the Fund 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 procuring administrative services to investors in Class R Shares and Class S Shares of theFunds.Janus Services expects to use a significant portion of this fee to compensate retirement plan service providers, broker-dealers, bank trust departments, financial advisors, and other financial intermediaries for providing these services. Services provided by these financial intermediaries may include, but are not limited to, recordkeeping, subaccounting, processing and aggregating purchase 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. Class T Shares of the Funds pay an annual administrative fee of 0.25% of net assets of Class T Shares for administrative services, including recordkeeping, subaccounting, or other shareholder services provided by intermediaries on behalf of the shareholders of the Funds. These administrative fees are paid by Class T Shares of the Funds to Janus Services LLC, which uses such fees to reimburse intermediaries. Janus Services or its affiliates may also pay administrative fees 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 average annual fee based upon the proportion of the Fund's net assets sold directly and the proportion of the Fund's net assets sold through financial intermediaries. The applicable annual fee rates are 0.12% of the daily closing net asset value of Class L shares sold directly to shareholders and 0.25% of the daily closing net asset value 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). 95Fees paid by Class R Shares, Class S Shares, and Class T Shares of the Funds 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.
FEES PAID TO JANUS SERVICES FUND NAME* ($) (000'S) ---------- --------------INTECH Risk-Managed Core Fund(1) Class S Shares..................................... 4 INTECH Risk-Managed Growth Fund(2) Class S Shares..................................... 100 Class T Shares..................................... --(3) INTECH Risk-Managed International Fund(2) Class S Shares..................................... 4 Class T Shares................................... --(3) INTECH Risk-Managed Value Fund(2) Class S Shares................................... --(4) Class T Shares................................... --(3) Janus Balanced Fund(1) Class R Shares................................... 32 Class S Shares................................... 388 Janus Contrarian Fund(1) Class R Shares................................... 2 Class S Shares................................... 4 Janus Enterprise Fund(1) Class R Shares................................... 34 Class S Shares................................... 174 Janus Flexible Bond Fund(1) Class R Shares................................... 2 Class S Shares................................... 55 Janus Forty Fund(2) Class R Shares................................... 246 Class S Shares................................... 5,958 Class T Shares................................... --(3) Janus Fund(1) Class R Shares................................... --(4) Class S Shares................................... 69 Janus Global Life Sciences Fund(1) Class S Shares................................... --(4) Janus Global Opportunities Fund(1) Class S Shares................................... --(4)96
FEES PAID TO JANUS SERVICES FUND NAME* ($) (000'S) ---------- --------------Janus Global Real Estate Fund(2) Class S Shares................................... --(4) Class T Shares................................... --(3) Janus Global Research Fund(1) Class S Shares................................... --(4) Janus Global Technology Fund(1) Class S Shares................................... --(4) Janus Growth and Income Fund(1) Class R Shares................................... 1 Class S Shares................................... 54 Janus High-Yield Fund(1) Class R Shares................................... --(4) Class S Shares................................... 4 Janus International Equity Fund(2) Class R Shares................................... 1 Class S Shares................................... 7 Class T Shares................................... --(3) Janus International Equity Fund(2) Class S Shares................................... --(4) Class T Shares................................... --(3) Janus Long/Short Fund(2) Class R Shares................................... --(4) Class S Shares................................... 1 Class T Shares................................... --(3) Janus Modular Portfolio Construction Fund(2) Class S Shares................................... --(5) Class T Shares................................... --(3) Janus Orion Fund(1) Class R Shares................................... 1 Class S Shares................................... 8 Janus Overseas Fund(1) Class R Shares................................... 77 Class S Shares................................... 1,087 Janus Research Core Fund(1) Class R Shares................................... 1 Class S Shares................................... 20 Janus Research Fund(1) Class S Shares................................... --(4)97
FEES PAID TO JANUS SERVICES FUND NAME* ($) (000'S) ---------- --------------Janus Short-Term Bond Fund(1) Class S Shares................................... 2 Janus Smart Portfolio - Conservative(1) Class S Shares................................... --(4) Janus Smart Portfolio - Growth(1) Class S Shares................................... --(4) Janus Smart Portfolio - Moderate(1) Class S Shares................................... --(4) Janus Triton Fund(1) Class R Shares................................... --(4) Class S Shares................................... 2 Janus Worldwide Fund(1) Class R Shares................................... --(4) Class S Shares................................... 50 Perkins Large Cap Value Fund(2) Class S Shares................................... --(6) Class T Shares................................... --(3) Perkins Mid Cap Value Fund(1) Class R Shares................................... 52 Class S Shares................................... 321 Perkins Small Cap Value Fund(1) Class R Shares................................... 3 Class S Shares................................... 20-------- (1) For the period July 6, 2009 to October 31, 2009. As of October 31, 2009, Janus Services did not receive any administrative fees from Class D Shares or Class T Shares of the Fund. (2) For fiscal year ended July 31, 2009. (3) Class T Shares commenced operations on July 6, 2009. Amount is less than $1,000. (4) Amount is less than $1,000. (5) September 3, 2008 (effective date) to July 31, 2009. (6) December 31, 2008 (effective date) to July 31, 2009. * Certain Funds do not offer Class R Shares. 98INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Based on the Audit
Committee'sCommittee’s recommendation, the Board of Trustees, all of whom are Independent Trustees, selected PricewaterhouseCoopers LLP("PWC"(“PwC”) as theTrust'sTrust’s independent registered public accounting firm during theTrust'sTrust’s current fiscal years. In accordance with Independence Standards Board Standard No. 1("(“ISB No.1"1”),PWCPwC has confirmed to theTrust'sTrust’s Audit Committee that it is an independent registered accounting firm with respect to the Funds. Representatives ofPWCPwC will be available at the Meeting to answer appropriate questions concerning theTrust'sTrust’s financial statements and will have an opportunity to make a statement if they so choose.AsThe Funds have differing fiscal year ends (June 30 and September 30). The figures below are the
independent registered public accounting firmaggregate fees billed in each of the last two years forthe Trust, PWC performs auditFunds with both June 30 and September 30 fiscal year ends.Audit Fees
The aggregate fees billed for professional services rendered by PwC for
the Trust, includingthe audit of theTrust'sFunds’ annual financial statementsreviewsor services that are normally provided by PwC in connection with statutory and regulatory filings or engagements for the fiscal years ending in 2015 and 2014 were $2,571,376 and $1,706,787, respectively.Audit-Related Fees
The aggregate fees billed for assurance and related services by PwC that are reasonably related to the performance of the
Trust's annual reports,audit of the Funds’ financial statements and are not reported under “Audit Fees” above for the fiscal years ending in 2015 and 2014 were $56,396 and $87,882, respectively.The nature of the services comprising the fees disclosed under this category includes the review of semiannual reports
quarterly portfolio holdingsto shareholders.Tax Fees
The aggregate fees billed for professional services rendered by PwC for tax compliance, tax advice, and tax planning for the fiscal years ending in 2015 and 2014 were $746,667 and $529,584, respectively.
18
The nature of the services comprising the fees disclosed under this category includes tax compliance, tax planning, tax advice, and corporate actions review.
All Other Fees
The aggregate fees billed for products and services provided by PwC, other than the services reported in “Audit Fees,” “Audit-Related Fees,” and “Tax Fees” above, for the fiscal years ending in 2015 and 2014 were $261,047 and $0, respectively.
The nature of the services comprising the fees disclosed under this category includes the review of semiannual reports to shareholders, an annual study and evaluation of internal accounting controls, training, registration statement
amendments. PWC may alsoreview, and Qualified Foreign Individual Investor (“QFII”) services.Pre-Approval of Certain Services
The Trust’s Audit Committee Charter requires the Audit Committee to pre-approve any engagement of PwC (i) to provide
other audit-related,audit or non-auditand tax-relatedservices to theFunds. The Trust's Audit Committee must pre-approve all audit andTrust or (ii) to provide non-audit servicesprovided 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 PWCto Janus Capitalandor entities controlling, controlled by, or under common control with Janus Capital that provide ongoing services to the Funds (collectively,"Fund“Fund ServiceProviders"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. 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, if the engagementas 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 Provides 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 99relate 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.
2009(A) 2008(A) ------- --------$890,255 $503,825-------- (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 Audit or review of the Funds' financial statements, but not reported as Audit Fees, are shown in the table below.
2009(A) 2008(A) ------- --------$158,971 $299,768-------- (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. 100Tax 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.
2009(A) 2008(A) ------- --------$130,240 $275,440-------- (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 relaterelates directly to the operations and financial reporting of theFunds are shown in the table below.
2009(A) 2008(A) ------- -------$0 $0-------- (A) Aggregate amounts may reflect rounding. Fees included in the Tax Fees category consist of allTrust, except for those non-audit servicesperformed by professional staff of PWC's tax division, except those services relatedthat were subject to theaudit. Typically, this category includes feespre-approval exception under Rule 2-01 of Regulation S-X (the “Pre-Approval Exception”). The Chairman of the Audit Committee or, if the Chairman is unavailable, another member of the Audit Committee who is an Independent Trustee, may grant the pre-approval. All such delegated pre-approvals must be presented to the Audit Committee no later than the next Audit Committee meeting.None of the services rendered by PwC to the Funds or to Janus Capital (not including any subadviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser) or any Fund Service Providers for
tax compliance, tax planning,the fiscal years ending in 2015 andtax advice. Tax fees include amounts for tax advice related to mergers and acquisitions and requests for ruling or technical advice from taxing authorities. No amounts2014 wereapprovedpre-approved by the Audit Committee pursuant to thede minimis exceptionPre-Approval Exception.Non-Audit Fees
The aggregate non-audit fees billed by PwC for services rendered to the Trust, and rendered to Janus Capital (not including any subadviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any Fund Service Providers for the fiscal years
ended October 31, 2009ending in 2015 andOctober 31, 2008 for2014 were $685,341 and $472,648, respectively.The Audit Committee has considered whether the
Trust. There were no amountsprovision of non-audit services that wererequiredrendered tobe approvedJanus Capital (not including any subadviser whose role is primarily portfolio management and is subcontracted with or overseen bythe Audit Committee pursuant to the de minimis exception for the fiscal years ended October 31, 2009another investment adviser), andOctober 31, 2008 for the Trust, on behalf of theFund Service Providers thatrelate 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, therewereno 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 Committeenot pre-approved pursuant tothe 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 behalfparagraph (c)(7)(ii) ofthe Fund Service Providers that relate directly to the operations and financial reportingRule 2-01 ofeach Fund. 101For 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.
2009(A) 2008(A) ---------------------------------------- ---------------------------------------- COVERED SERVICES NON-COVERED SERVICES COVERED SERVICES NON-COVERED SERVICES ---------------- -------------------- ---------------- --------------------$0 $0 $0 $0-------- (A) Aggregate amounts may reflect rounding. 102Regulation S-X is compatible with maintaining PwC’s independence. 19
ADDITIONAL INFORMATION ABOUT THE
MEETINGS QUORUM AND VOTINGMEETINGEach 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'sshareholder’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 businessby that Fundat the Meeting. Any lesser number is sufficient for adjournments. Quorum with respect to the proposal is described in greater detail below. In the event that the necessary quorum to transact business or the vote required to approveathe proposal is not obtained atathe Meeting, the persons named as proxies may propose one or more adjournments of the Meeting, in accordance with applicable law, to permit further solicitation ofproxies.proxies with respect to the proposal. Any such adjournment as toathe proposal will require the affirmative vote of the holders of a majority of the shares ofa Fund,the Funds, present in person or by proxy at the Meeting.TheIf a quorum is not present, the persons named as proxies will vote the proxies fora Fundthe Funds (excluding brokernon- votesnon-votes and abstentions) in favor of adjournment if they determine additional solicitation is warranted and in the interest of shareholders of theFund. "Broker non-votes"Funds.“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.
AbstentionsFor purposes of voting on the proposal, abstentions and"broker non-votes" are“broker non-votes” will be counted asshares eligible to vote at each Meeting inpresent for purposes of determining whether a quorum is present, butdo 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, butwill have no other effect onProposal 1,the proposal, for which the required vote is a plurality (the greatest number) of votes cast.For all other Proposals, and assuming the presenceProposal 1: Election 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 TRUSTEESTrusteesShareholders of
each Fundthe Funds will vote together. The presence in person or by proxy of the holders of record of30%thirty percent of theFunds'aggregate total sharesoutstanding andentitled to vote of all Funds constitutes a quorum at the Meeting with respect to this Proposal.103PROPOSAL 2: APPROVAL OF AMENDED INVESTMENT ADVISORY AGREEMENTS - PERFORMANCE FEE Shareholders of Janus FortyFund
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: APPROVAL OF AMENDED 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 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: APPROVAL OF AMENDMENT TO 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 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 5: APPROVAL OF 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 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. SHARE OWNERSHIPShare OwnershipThe number of outstanding shares
and net assetsof each class of each Fund, as applicable, as of the close of business on the Record Date, isattachedincluded inAppendixLC to this Proxy Statement.20
Beneficial owners of 5% or more of the outstanding shares of each class of each Fund are
shownprovided inAppendixMD to this Proxy Statement. To the best knowledge of the Trust, no person or entity beneficially owned more than 5% of the outstanding shares of any class of a Fund104except as stated inAppendix M. To the best knowledgeD.Solicitation of
the Trust, the entities shown in Appendix M, 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 PROXIESProxiesThe cost of
preparing, printing,the preparation of these proxy materials andmailing the proxy card(s) and this Proxy Statement,their distribution, and all other costs incurred with the solicitation of proxies, including any additional solicitation made by letter, telephone, or otherwise, will beallocated between Janus Capital andpaid by 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 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
[ ],Computershare, a professional proxy solicitation firm, to assist in the solicitation of proxiesat anfor the Funds. The aggregate costs for engaging Computershare are estimatedcost of $[ ], plus [an out-of-pocket] expenses.to be approximately $1.2 million. Among other things,[ ]Computershare will be: (i) required to maintain the confidentiality of all shareholder information; (ii) prohibited from selling or otherwise disclosing shareholder information to any third party; and (iii) required to comply with applicable telemarketing laws.Brokers, banks, and other fiduciaries may be required to forward soliciting material to their principals on behalf of a Fund and to obtain authorization for the execution of proxies. For those services, they will be reimbursed by
[Janus Capital ortheFunds]Funds for theirexpenses, to the extent that [Janus Capital or the Funds] would have directly borne thoseexpenses.As the date of the
MeetingsMeeting approaches, certain shareholders whose votes have not been received may receive telephone calls from a representative of[ ].Computershare. Authorization to permit[ ]Computershare to execute proxies may be obtained by telephonic or electronically transmitted instructions from shareholders of each Fund. Proxies that are obtained telephonically will be recorded in accordance with the procedures described below. 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 Computershare representative is required to ask for certain identifying information from each
shareholder's full name, address and title (ifshareholder. Then the representative will ask the shareholderis authorizedtoact on behalf of an entity, such as a corporation), and to confirm that the shareholder has received the Proxy Statement or notice of proxy and proxy card(s) in the mail or electronically. If the information solicited agrees with the information provided to the representative, then the representative has the responsibility to explain the process, read 105the proposal listed on the proxy card,vote their shares by telephone, and ask for theshareholder'sshareholder’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 readanythe recommendation set forth in this Proxy Statement. The representative will record theshareholder'sshareholder’s instructions. Within 72 hours, the shareholder will be sent a21
confirmation of his or her vote asking the shareholder to call
[ ]1-866-492-0863 immediately if his or her instructions are not accurately reflected in the confirmation.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 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
[ ]Computershare at[1- ].1-866-492-0863. Any proxy given by a shareholder is revocable until voted at the Meeting.Revoking a
Proxy.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"“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.
106FUND TRANSACTIONS All ordersShareholder Proposals 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. 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. LEGAL MATTERS Information regarding material pending legal proceedings involving Janus Capital or the Trust is attached as Appendix N to this Proxy Statement. SHAREHOLDER PROPOSALS FOR SUBSEQUENT MEETINGSSubsequent MeetingsThe 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.22
Under the proxy rules of the SEC, shareholder proposals that meet certain conditions may be included in a
Fund'sFund’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 theFund'sFund’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 aFund'sFund’s proxy material for the next special meeting after the meeting to which this Proxy Statement relates must be received byathe 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,Meeting, if any, should send the written proposal to the Secretary of the Trust at 151 Detroit Street, Denver, Colorado 80206, within a reasonable time before107a Fund begins to print and mail the proxy materials for that meeting. Notice of shareholder proposals to be presented at the MeetingsMeeting 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 COMMUNICATIONSThe 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'sTrust’s Secretary at the address of theTrust'sTrust’s principal executive office. All such communications received by theTrust'sTrust’s Secretary shall be promptly forwarded to the individual Trustee to whom they are addressed or to the full Board of Trustees, as applicable. If a communication does not indicate a specific Trustee, it will be sent to the Chairperson of the Nominating and Governance Committee and the independent counsel to the Trustees for further distribution, as deemed appropriate by such persons. The Trustees may further develop and refine this process as deemed necessary or desirable.REPORTS TO SHAREHOLDERS AND FINANCIAL STATEMENTSReports 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 [1-800-525-3713]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]via the Internet at janus.com/info (or janus.com/reports if you hold shares directly with23
Janus Capital),
OR BY SENDING A WRITTEN REQUEST TO THE SECRETARY OF THE TRUST ATor by sending a written request to the Secretary of the Trust at 151DETROIT STREET, DENVER, COLORADODetroit 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'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 theFunds'Funds’ transfer agent, Janus Services, at1-800-525-3713 or notify theFunds'Funds’ transfer agent in writing at P.O. Box173375, Denver, Colorado 80207-3375. OTHER MATTERS TO COME BEFORE THE MEETINGS55932, Boston, Massachusetts 02205-5932.Other Matters to Come Before the Meeting
The Board of Trustees is not aware of any matters that will be presented for action at the
MeetingsMeeting other than themattersmatter described in this Proxy Statement. Should any othermattersmatter 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.108PLEASE 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.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/s/ Bruce L. Koepfgen
Bruce L. Koepfgen
President and Chief Executive Officer of
Janus Investment Fund
10924
LIST OF APPENDICES
APPENDIX A: Nominating and Governance Committee Charter APPENDIX B: Nominee Ownership APPENDIX C: Principal Executive Officers of the Trust and Their Principal Occupations APPENDIX D: Form of Proposed Amended 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 Their Principal Occupations APPENDIX G: Form of Proposed Amended Advisory Agreement (Benchmark Change) APPENDIX H: Form of Proposed Subadvisory Agreement APPENDIX I: Form of Proposed Amended Advisory Agreement (Engaging a Sub-Adviser) APPENDIX J: Other Funds Managed by Perkins with Similar Investment Objectives APPENDIX K: Principal Executive Officers and Directors of Perkins and Their Principal Occupations APPENDIX L: Number of Outstanding Shares and Net Assets APPENDIX M: 5% Beneficial Owners of Outstanding Shares APPENDIX N: Legal Matters 110
APPENDIX A:
Nominating and Governance Committee Charter APPENDIX B:
Principal Officers of the Trust and Their Principal Occupations APPENDIX C:
Number of Outstanding Shares APPENDIX D:
5% Beneficial Owners of Outstanding Shares 25
NOMINATING AND GOVERNANCE COMMITTEE CHARTER
JANUS ASPEN SERIES
JANUS INVESTMENT FUND
(Adopted(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)2009; June 24, 2010; June 23, 2011; June 21, 2012)I. PURPOSE
The Nominating and Governance Committee (the
"Committee"“Committee��) is a committee of the Board of Trustees("Trustees"(“Board” or “Trustees”) of each of Janus Aspen Series and Janus Investment Fund (each a"Trust"“Trust” and, together, the"Trusts"“Trusts” and each series thereof, a “Fund”). Its primary functions are to:-identify and recommend individuals for Trustee membership,-consult with management and theChairmanChair of the Trustees in planning Trustee meetings, and-oversee the administration of, and ensure compliance with, the Governance Procedures and Guidelines (the"Procedures“Procedures andGuidelines"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"“interested persons” of the Trusts, as defined by the Investment Company Act of 1940, as amended (the"1940 Act"“1940 Act”), and who meet the standards for independence set forth in the Procedures and Guidelines.The members and Chair of the Committee shall be elected by the Trustees annually and serve until their respective successors shall be duly elected and qualified.
III. MEETINGS
The Committee shall meet four times annually, or more frequently as circumstances dictate. Special meetings (including telephone meetings) may be called by the Chair or a majority of the members of the Committee upon reasonable notice to the other members of the Committee. The presence in person or by telephone of a majority of the number of Committee members shall constitute a quorum at any meeting. If a quorum is not present, the member(s) of the Committee who is/are present may select any other Independent Trustee(s) to serve on the Committee for such meeting to constitute a quorum. The Committee may ask management and representatives of the Trusts’ servicing agents to attend meetings and provide pertinent information as appropriate.
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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'Trusts’ separation of duties and responsibilities among the investment adviser, sub-adviser(s), if any, custodian, transfer agent, fund accounting function and principal accounting officer, and the risks associated with such responsibilities. The duties and responsibilities of a Committee member shall be in addition to his or her duties as a Trustee and include responsibility to prepare for, attend to the extent possible, and actively participate in Committee meetings. Members may pursue training related to their responsibilities.A. Trustee Nominations, Elections, and Training
The Committee shall:
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;
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, any professional licenses, designations, or certifications currently or previously held;
(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; 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.
(g) The candidate must exhibit stature commensurate with the responsibility of representing Fund shareholders;
(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 or Janus Distributors LLC, 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'Trusts’ Secretary in accordance with the Procedures for Consideration of Trustee Candidates Submitted by Shareholders("(“Shareholder NominationProcedures"Procedures”) attached as Appendix 1. TheTrusts'Trusts’ Secretary will forward all such recommendations to theChairmanChair 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.
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
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of the performance of the Independent Trustees in accordance with the Procedures and Guidelines. 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.
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.
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 Chair of the Trustees, as described in each Trust’s Declaration of Trust or Trust Instrument, or by-laws. The Chair 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. A-4
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-4E. 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.
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 or to advise the Committee. Janus Capital will report any 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 Trustees deem necessary or appropriate.
5. Report its significant activities to the Trustees and make such recommendations with respect to the foregoing matters as the Committee may consider necessary or appropriate.
6. Maintain minutes of its meetings. A-5
APPENDIXAppendix 1
JANUS INVESTMENT FUND
JANUS ASPEN SERIES
(EACH A "TRUST," AND TOGETHER, THE "TRUSTS," AND EACH SERIES OF A TRUST, A "FUND"(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(Adopted March 16, 2004;
REVISED JULYRevised July 6,2009)2009; Revised June 24, 2010; June 23, 2011)The
Trusts'Trusts’ Nominating and Governance Committee("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'sCommittee’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'sTrust’s Board of Trustees("(“NominatingShareholder"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("(“ShareholderRecommendation"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'scandidate’s education, experience (including knowledge of the investment company industry, any professional licenses, designations or certifications currently or previously held, any non-profit activities relevant to board services, experience as a director or senior officer of public or private companies, and directorships on other boards or 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"“interested person” (as such term is defined in the Investment Company Act of 1940, as amended) of the Fund, Janus Capital Management LLC, or anysub- advisersub-adviser to a Fund, and, if believed not to be an"interested“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 NominatingA-6
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
thea candidate,A-6as 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
sevenfourteen 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
chairmanchair (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 Committeechairmanchair (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).
AGGREGATE DOLLAR RANGEPRINCIPAL OFFICERS OF
EQUITY SECURITIES IN ALL REGISTERED INVESTMENT COMPANIES OVERSEEN BY TRUSTEE IN JANUS NAME OF TRUSTEE DOLLAR RANGE OF EQUITY SECURITIES INTHEFUNDS 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 $100,000B-1
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 $50,001-$100,000 Janus Triton Fund $1-$10,000 John P. McGonigle........ Janus Overseas Fund Over $100,000 Over $100,000-------- (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-2APPENDIX CTRUSTOFFICERSAND THEIR PRINCIPAL OCCUPATIONS
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.......Name, Address, and Age
Positions Held with the Trust
Term of
Office* and
Length of
Time ServedPrincipal Occupations
During the Past Five Years
Ashwin Alankar
151 Detroit Street
Denver, CO 80206
DOB: 1974
Executive
Vice 5/07-PresentVice President andResearch 151 Detroit StreetCo-Portfolio ManagerJanus Global Allocation Fund – Conservative
9/14-Present Senior Vice President and AnalystGlobal Head of Asset Allocation and Risk Management of Janus Capital andDenver, 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 80206Portfolio Manager for other Janus accounts. Formerly, Co-Chief Investment Officer of AllianceBernstein’s Tail Risk Parity (2010-2014) and Partner and Portfolio Manager for Platinum Grove Asset Management(2003-2010).Executive Vice President and Co-Portfolio Manager
Janus Global Allocation Fund – Moderate
9/14-Present Executive Vice President and Co-Portfolio Manager
Janus Global Allocation Fund – Growth
9/14-Present Executive Vice President and Co-Portfolio Manager
Janus Adaptive Global Allocation Fund
6/15-Present Andrew Acker
151 Detroit Street
Denver, CO 80206
DOB:
19681972Executive Vice President and Co-Portfolio Manager
Janus Global Life Sciences Fund
5/07-Present Vice President and Research Analyst of Janus Capital, and Portfolio Manager for other Janus accounts. Jean Barnard
151 Detroit Street
Denver, CO 80206
DOB: 1970
Executive Vice President and Co-Portfolio Manager
Janus Fund
1/16-Present Portfolio Manager for other Janus accounts and Research Analyst for Janus Capital. Patrick Brophy
151 Detroit Street
Denver, CO 80206
DOB: 1965
Executive Vice President and Portfolio Manager
Janus Global Real Estate Fund
11/07-Present Portfolio Manager for other Janus accounts. Jeremiah Buckley
151 Detroit Street
Denver, CO 80206
DOB: 1976
Executive Vice President and Co-Portfolio Manager
Janus Growth and Income Fund
7/14-Present Portfolio Manager for other Janus accounts and Research Analyst for Janus Capital. Executive Vice President and Co-Portfolio Manager
Janus Balanced Fund
12/15-Present
* 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. B-1
Name, Address, and Age
Positions Held with the Trust
Term of
Office* and
Length of
Time ServedPrincipal Occupations
During the Past Five Years
Enrique Chang
151 Detroit Street
Denver, CO 80206
DOB: 1962
Executive Vice President and Co-Portfolio Manager
Janus Global Allocation Fund – Conservative
1/14-Present President, Head of Investments for Janus Capital (since 2016) and Portfolio Manager for other Janus accounts. Formerly, Chief Investment Officer Equities and Asset Allocation for Janus Capital(2013-2016). During the five years prior to 2013, Mr. Chang was Chief Investment Officer and Executive Vice President for American Century Investments. Executive Vice President and Co-Portfolio Manager
Janus Global Allocation Fund – Moderate
1/14-Present Executive Vice President and Co-Portfolio Manager
Janus Global Allocation Fund – Growth
1/14-Present Executive Vice President and Co-Portfolio Manager
Janus Adaptive Global Allocation Fund
6/15-Present Jonathan D. Coleman
151 Detroit Street
Denver, CO 80206
DOB: 1971
Executive Vice President and Portfolio Manager
Janus Triton Fund
5/13-Present Executive Vice President of Janus Capital and Portfolio Manager for other Janus accounts. Formerly, Co-Chief Investment Officer of Janus Capital (2006-2013). Executive Vice President and Portfolio Manager
Janus Venture Fund
Robin C. Beery.....5/13-Present Brian Demain
151 Detroit Street
Denver, CO 80206
DOB: 1977
Executive Vice President and Portfolio Manager
Janus Enterprise Fund
11/07-Present Vice President of Janus Capital and Portfolio Manager for other Janus accounts. Christopher H. Diaz
151 Detroit Street
Denver, CO 80206
DOB: 1974
Executive Vice President and Co-Portfolio Manager
Janus Global Bond Fund
5/11-Present Portfolio Manager for other Janus accounts. Formerly, Portfolio Manager for ING (2000-2011). Denny Fish
151 Detroit Street
Denver, CO 80206
DOB: 1971
Executive Vice President and Co-Portfolio Manager
Janus Global Technology Fund
1/16-Present Portfolio Manager for other Janus accounts and Research Analyst for Janus Capital. John S. Fujiwara
151 Detroit Street
Denver, CO 80206
DOB: 1960
Executive Vice President and Co-Portfolio Manager
Janus Diversified Alternatives Fund
12/12-Present Portfolio Manager for other Janus accounts. Formerly, Senior Principal at Absolute Plus Management, LLC(2006-2012). William H. Gross
151 Detroit Street
Denver, CO 80206
DOB: 1944
Executive Vice President and Lead Portfolio Manager
Janus Global Unconstrained Bond Fund
10/14-Present Portfolio Manager for other Janus accounts. Formerly, Managing Director, Chief Investment Officer, and a founding partner of Pacific Investment Management Company LLC (“PIMCO”) (1971-2014).
* 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. B-2
Name, Address, and Age
Positions Held with the Trust
Term of
Office* and
Length of
Time ServedPrincipal Occupations
During the Past Five Years
Brinton Johns
151 Detroit Street
Denver, CO 80206
DOB: 1973
Executive Vice President and Co-Portfolio Manager
Janus Global Technology Fund
1/14-Present Portfolio Manager for other Janus accounts and Research Analyst for Janus Capital. Michael Keough
151 Detroit Street
Denver, CO 80206
DOB: 1978
Executive Vice President and Co-Portfolio Manager
Janus Flexible Bond Fund
12/15-Present Portfolio Manager for other Janus accounts and Research Analyst for Janus Capital. John Kerschner
151 Detroit Street
Denver, CO 80206
DOB: 1967
Executive Vice President and Co-Portfolio Manager
Janus Multi-Sector Income Fund
2/14-Present Research Analyst for Janus Capital. Daniel Kozlowski
151 Detroit Street
Denver, CO 80206
DOB: 1971
Executive Vice President and Portfolio Manager
Janus Contrarian Fund
7/11-Present Portfolio Manager for other Janus accounts. Formerly, Portfolio Manager of Plaisance Capital LLC (2008-2011). John Lloyd
151 Detroit Street
Denver, CO 80206
DOB: 1975
Executive Vice President and Co-Portfolio Manager
Janus Multi-Sector Income Fund
2/14-Present Research Analyst for Janus Capital. Ethan Lovell
151 Detroit Street
Denver, CO 80206
DOB: 1967
Executive Vice President and Co-Portfolio Manager
Janus Global Life Sciences Fund
1/16-Present Portfolio Manager for other Janus accounts and Research Analyst for Janus Capital. George P. Maris
151 Detroit Street
Denver, CO 80206
DOB: 1968
Executive Vice President and Portfolio Manager
Janus Global Select Fund
Executive Vice President and Portfolio Manager
Janus Overseas Fund
8/12-Present 1/16-Present
Vice President of Janus Capital and Portfolio Manager for other Janus accounts. Formerly, Portfolio Manager for Northern Trust (2008-2011). Julian McManus
151 Detroit Street
Denver, CO 80206
DOB: 1970
Executive Vice President and Co-Portfolio Manager
Janus International Equity Fund
6/10-Present Portfolio Manager for other Janus accounts and Research Analyst for Janus Capital. Seth Meyer
151 Detroit Street
Denver, CO 80206
DOB: 1976
Executive Vice President and Co-Portfolio Manager
Janus Multi-Sector Income Fund
2/14-Present Portfolio Manager of other Janus accounts and Research Analyst for Janus Capital. Executive Vice President and Co-Portfolio Manager
Janus High-Yield Fund
12/15-Present Ryan Myerberg
151 Detroit Street
Denver, CO 80206
DOB: 1979
Executive Vice President and Co-Portfolio Manager
Janus Global Bond Fund
12/15-Present Portfolio Manager for other Janus accounts and Research Analyst for Janus Capital.
* 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. B-3
Name, Address, and Age
Positions Held with the Trust
Term of
Office* and
Length of
Time ServedPrincipal Occupations
During the Past Five Years
Marc Pinto
151 Detroit Street
Denver, CO 80206
DOB: 1961
Executive Vice President and Co-Portfolio Manager
Janus Balanced Fund
5/05-Present Vice President of Janus Capital and Portfolio Manager for other Janus accounts. Executive Vice President and Co-Portfolio Manager
Janus Growth and Income Fund
11/07-Present Executive Vice President and Portfolio Manager
Janus Twenty Fund
5/13-Present A. Douglas Rao
151 Detroit Street
Denver, CO 80206
DOB: 1974
Executive Vice President and Co-Portfolio Manager
Janus Forty Fund
6/13-Present Portfolio Manager for other Janus accounts. Formerly, Partner and Portfolio Manager for Chautauqua Capital Management (2012-2013) and Portfolio Manager for Marsico Capital Management, LLC(2007-2012). Mayur Saigal
151 Detroit Street
Denver, CO 80206
DOB: 1975
Executive Vice President and Co-Portfolio Manager
Janus Real Return Fund
10/13-Present Portfolio Manager for other Janus accounts and Research Analyst for Janus Capital. Executive Vice President and Co-Portfolio Manager
Janus Balanced Fund
12/15-Present Executive Vice President and Co-Portfolio Manager
Janus Flexible Bond Fund
12/15-Present Executive Vice President and Co-Portfolio Manager
Janus Short-Term Bond Fund
12/15-Present Nick Schommer
151 Detroit Street
Denver, CO 80206
DOB: 1978
Executive Vice President and Co-Portfolio Manager
Janus Forty Fund
1/16-Present Portfolio Manager for other Janus accounts and Research Analyst for Janus Capital. Guy Scott
151 Detroit Street
Denver, CO 80206
DOB: 1966
Executive Vice President and Co-Portfolio Manager
Janus International Equity Fund
6/10-Present Portfolio Manager for other Janus accounts and Research Analyst for Janus Capital. J. Bradley Slingerlend
151 Detroit Street
Denver, CO 80206
DOB: 1978
Executive Vice President and Co-Portfolio Manager
Janus Global Technology Fund
5/11-Present Portfolio Manager for other Janus accounts. J. Eric Thorderson
151 Detroit Street
Denver, CO 80206
DOB: 1961
Executive Vice President and Portfolio Manager
Janus Government Money Market Fund
2/99-Present Vice President of Janus Capital and Portfolio Manager for other Janus accounts. Executive Vice President and Portfolio Manager
Janus Money Market Fund
2/04-Present
* 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. B-4
Name, Address, and Age
Positions Held with the Trust
Term of
Office* and
Length of
Time ServedPrincipal Occupations
During the Past Five Years
Darrell Watters
151 Detroit Street
Denver, CO 80206
DOB: 1963
Executive Vice President and Co-Portfolio Manager
Janus Flexible Bond Fund
5/07-Present Vice President of Janus Capital and Portfolio Manager for other Janus accounts. Executive Vice President and Co-Portfolio Manager
Janus Short-Term Bond Fund
5/07-Present Executive Vice President and Co-Portfolio Manager
Janus High-Yield Fund
7/08-Present Executive Vice President and Co-Portfolio Manager
Perkins Value Plus Income Fund
7/10-Present Executive Vice President and Co-Portfolio Manager
Janus Real Return Fund
10/12-Present Executive Vice President and Co-Portfolio Manager
Janus Balanced Fund
12/15-Present Andrew B. Weisman
151 Detroit Street
Denver, CO 80206
DOB: 1959
Executive Vice President and Co-Portfolio Manager
Janus Diversified Alternatives Fund
12/12-Present Chief Investment Officer Liquid Alternatives Group and Senior Vice President of Janus Capital; Director of the Janus Global Diversified Risk Premia Master Fund Ltd; and Portfolio Manager for other Janus accounts. Formerly, Chief Executive Officer of WR Managed Accounts LLC(2008-2012). Carmel Wellso
151 Detroit Street
Denver, CO 80206
DOB: 1964
Executive Vice President and Co-Portfolio Manager
Janus International Equity Fund
6/10-Present Vice President and Director of Research of Janus Capital; and Portfolio Manager for other Janus accounts. Formerly, Research Analyst for Janus Capital(2008-2014). Executive Vice President
Janus Global Research Fund
12/14-Present Executive Vice President
Janus Research Fund
12/14-Present Burton H. Wilson
151 Detroit Street
Denver, CO 80206
DOB: 1963
Executive Vice President and Co-Portfolio Manager
Janus Fund
5/11-Present Vice President of Janus Capital and Portfolio Manager for other Janus accounts. Formerly, Assistant Director of Equity Research (2009-2014), and Portfolio Manager (2006-2011) for Janus Global Technology Fund.
* 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. B-5
Name, Address, and Age
Positions Held with the Trust
Term of
Office* and
Length of
Time ServedPrincipal Occupations
During the Past Five Years
Hiroshi Yoh
#36-02 AXA Tower
8 Shenton Way
Singapore 068811
DOB: 1963
Executive Vice President and Portfolio Manager
Janus Asia Equity Fund
7/11-Present Director of Janus Capital Singapore Pte. Limited and Portfolio Manager for other Janus accounts. Formerly, Chief Investment Officer and a portfolio manager with Tokio Marine Asset Management International Pte. Ltd., a Singapore-based asset management firm (1999-2011). Executive Vice President and Portfolio Manager
Janus Emerging Markets Fund
8/12-Present Stephanie Grauerholz
151 Detroit Street
Denver, CO 80206
DOB: 1970
Chief Legal Counsel and Secretary
Vice President
1/06-Present 3/06-Present
Senior Vice President and Chief 4/08-Present ExecutiveLegal Counsel of Janus Capital and Senior Vice President of Janus Services LLC (since 2015). Formerly, Vice President and Assistant General Counsel of Janus Capital, Vice President and Assistant Secretary of Janus Distributors LLC, and Vice President of Janus Services LLC (2007-2015).Bruce L. Koepfgen
151 Detroit Street
Executive Officer Chief Marketing Officer, andDenver, CO 80206
Head of IntermediaryDOB:
1967 Distribution, Global Marketing1952President and ProductChief Executive Officer7/14-Present President of Janus Capital Group Inc. and Janus Capital;Capital Management LLC (since 2013); Executive Vice President andHeadDirector ofIntermediary Distribution, Global MarketingJanus International Holding LLC (since 2011); Executive Vice President of Janus Distributors LLC (since 2011); Executive Vice President andProductWorking Director of INTECH Investment Management LLC (since 2011); Executive Vice President and Director of Perkins Investment Management LLC (since 2011); and Executive Vice President and Director of Janus Management Holdings Corporation (since 2011). Formerly, Executive Vice President of Janus Services LLC(2011-2015), Janus Capital Group Inc. and Janus Capital Management LLC (2011- 2013) and Chief Financial Officer of Janus Capital Group Inc., Janus Capital Management LLC, Janus Distributors LLC, Janus Management Holdings Corporation, and Janus Services LLC (2011- 2013).
* 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. B-6
Name, Address, and Age
Positions Held with the Trust
Term of
Office* and
Length of
Time ServedPrincipal Occupations
During the Past Five Years
David R. Kowalski
151 Detroit Street
Denver, CO 80206
DOB: 1957
Vice President, Chief Compliance Officer, and Anti-Money Laundering Officer 6/02-Present Senior Vice President and Chief Compliance Officer of Janus Capital, 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. 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. Executive Vice 11/07-Present Co-Chief Investment Officer Coleman............ President and Co- and Executive Vice President 151 Detroit Street Portfolio Manager of Janus Capital, and Denver, CO 80206 Janus Fund Portfolio Manager for other DOB: 1971 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 FundC-1
TERM OF OFFICE* NAME, ADDRESS, POSITIONS HELD AND LENGTH OF PRINCIPAL OCCUPATIONS AND AGE WITH THE TRUST TIME SERVED DURING THE PAST FIVE YEARS -------------- ------------------- --------------- -----------------------------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. 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 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). 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. 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; andVice President of INTECH Investment Management LLC and Perkins Investment ManagementLLC. Formerly,LLC; and Director of The Janus Foundation.Jesper Nergaard
151 Detroit Street
Denver, CO 80206
DOB: 1962
Chief
ComplianceFinancial Officerof Bay Isle Financial LLC (2003- 2008)Vice President, Treasurer, and
INTECH Investment Management LLC (2003-2005);Principal Accounting Officer3/05-Present
2/05-Present
Vice President of Janus Capital (2000-2005)and Janus ServicesLLC (2004-2005).LLC.C-2
TERM OF OFFICE* NAME, ADDRESS, POSITIONS HELD AND LENGTH OF PRINCIPAL OCCUPATIONS AND AGE WITH THE TRUST TIME SERVED DURING THE PAST FIVE YEARS -------------- ------------------- --------------- -----------------------------Brent A. Lynn...... Executive Vice 1/01-Present Vice President of Janus 151 Detroit Street President* Officers are elected at least annually by the Trustees for a one-year term 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 Jesper Nergaard.... Chief Financial 3/05-Present Vice President of Janus 151 Detroit Street Officer Capital. Formerly, Director Denver, CO 80206 of Financial Reportingmay also be elected from time to time by the Trustees forDOB: 1962 Oppenheimer Funds, Inc. (2004-2005). Vice President, 2/05-Present Treasurer, and Principal Accounting Officer 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 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 Fundan interim period.C-3
TERM OF OFFICE* NAME, ADDRESS, POSITIONS HELD AND LENGTH OF PRINCIPAL OCCUPATIONS AND AGE WITH THE TRUST TIME SERVED DURING THE PAST FIVE YEARS -------------- ------------------- --------------- -----------------------------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 12/05-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 Smart accounts. Formerly, Vice Portfolio - Conser- President and Director of vative, Risk and Trading for Janus Janus Smart Capital (2006), and Senior Portfolio - Growth, Quantitative Analyst and Janus Smart Portfolio Manager (2001-2005) Portfolio - Moder- for MFS Investment ate Management. Gibson Smith....... Executive Vice 5/05-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 Balanced Fund Vice President of Janus Distributors LLC and Janus Services LLC; and Portfolio Manager for other Janus accounts. Formerly, Vice President (2003-2006) of Janus Capital. 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 FundC-4
TERM OF OFFICE* NAME, ADDRESS, POSITIONS HELD AND LENGTH OF PRINCIPAL OCCUPATIONS AND AGE WITH THE TRUST TIME SERVED DURING THE PAST FIVE YEARS -------------- ------------------- --------------- -----------------------------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 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 Portfolio Manager Capital, and Portfolio DOB: 1963 Janus Global Manager for other Janus Technology Fund accounts. Formerly, Research Analyst (2004-2009) for Janus Capital.-------- * 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-5B-7
APPENDIX
D JANUS INVESTMENT FUND FORMCNUMBER 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.OUTSTANDING SHARESThe
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-1reasonably 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 thefollowingobligations 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-26. 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-3Trust, 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-415. 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 Agreementtable shows, as ofthe 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 FORTY FUND, JANUS FUND, AND JANUS TWENTY FUND - RUSSELL 1000(R) GROWTH INDEX (THE "INDEX")] [JANUS GLOBAL OPPORTUNITIES FUND - MORGAN STANLEY CAPITAL INTERNATIONAL WORLD INDEX(SM) (THE "INDEX")] [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.] [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 0.01875%] [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.] [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] D-6[(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 atthe close of business on April 5, 2016, therecord date for the paymentnumber ofsuch 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) the change in the level of the Index during the Performance Period; plus] [(2) the value, computed consistently with the Index, of cash distributions made by companies whose securities comprise the 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 endoutstanding shares of eachcalendar 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 aclass ofshares of theeach 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 longassuch 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-7APPENDIX E OTHER FUNDS MANAGED BY JANUS CAPITAL WITH SIMILAR INVESTMENT OBJECTIVES The following table lists certain information regarding funds with similar investment objectives for whichapplicable: