Janus Henderson Growth And Income Fund (JADGX)
Filed: 24 Feb 17, 12:00am
[Janus Letterhead]
February 24, 2017
VIA EDGAR
Asen Parachkevov
Lauren Hamilton
Megan Miller
Division of Investment Management
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549-0505
| Re: | Janus Investment Fund – Pre-Effective Amendments #1 to Registration Statements on Form N-14 |
Ladies and Gentlemen:
Thank you for your telephonic comments with respect to Pre-Effective Amendments No. 1 to the Registration Statements on Form N-14 (each, a “Registration Statement”) filed by Janus Investment Fund (the “Trust” or the “Registrant”) with the Securities and Exchange Commission (“SEC”) related to the reorganization of:
| 1. | INTECH U.S. Core Fund, a series of the Trust, with and into INTECH U.S. Managed Volatility Fund, a series of the Trust (File No. 333-215396), as filed with the SEC on February 15, 2017 (the “INTECH N-14”); and |
| 2. | Henderson Emerging Markets Fund, a series of Henderson Global Funds (the “Henderson Trust”), with and into Janus Emerging Markets Fund, a series of the Trust (File No. 333-215392), as filed with the SEC on February 21, 2017 (the “Emerging Markets N-14”). |
On behalf of the Trust, we have summarized your comments to the best of our understanding and provided our responses to your comments below. Changes will be reflected in the definitive Proxy Statement/Prospectus, to be filed pursuant to Rule 497 under the Securities Act of 1933. Capitalized terms used but not defined in this letter have the meanings set forth in each Registration Statement.
| 1. | Staff Comment: Please confirm that when a Fund writes credit default swaps (“CDS”) or options, it will maintain asset coverage equal to the full notional value of such CDS or option. |
Response: Registrant hereby confirms that effective upon the closing of each Merger, when the Acquiring Fund writes CDS or options, the Acquiring Fund will “cover” such positions or identify on its books liquid assets or cash in an amount equal to the full notional value of such swaps or options, as the case may be, while the positions are open, subject to future regulatory developments that would permit a different approach.
| 2. | Staff Comment: Revise disclosure to reflect that under the governing documents of the Trust the meeting may be adjourned by the chairperson of the special meeting, without a vote of proxy holders, in the event that the necessary quorum is present but the vote required to approve a proposal is not obtained without a vote of proxy holders. |
Response: Disclosure has been revised to clarify that “In the event that the necessary quorum to transact business or the vote required to approve the Plan is not obtained at the Meeting, an
authorized officer or trustee of [the Trust] serving as chairperson of the Meeting may postpone or adjourn the Meeting to permit further solicitation of proxies if the officers of [the Trust] determine that additional solicitation is warranted and in the interests of [the Target Fund].”
| 3. | Staff Comment:With respect to a portfolio repositioning resulting from the Merger, identify within thepro forma schedules of investments which securities are expected to be sold in connection with such repositioning, including securities that would be sold in order to comply with the Acquiring Fund’s investment parameters and restrictions and securities that would be sold in connection with anticipated repositioning at the discretion of the portfolio managers. |
Response:Thepro forma financial statements have been revised as requested to identify within the pro forma schedules of investments which securities are expected to be sold in connection with anticipated portfolio repositioning. Such disclosure has not been included when the portfolio repositioning in connection with a Merger is expected to bede minimis.
| 4. | Staff Comment:Provide further disclosure to clarify the process for direct shareholders of a Henderson Fund receiving Class D Shares of a Janus Fund. |
Response:The Trust has revised disclosure throughout the Emerging Markets N-14 regarding the exchange of shares received by direct shareholders of Henderson Emerging Markets Fund for Class D Shares of Janus Emerging Markets Fund. Among other changes, the Trust has added the following disclosure to the Synopsis:
Q. What class of shares will be received by direct shareholders of Henderson Emerging Markets Fund?
A. Certain shareholders of each class of shares of Henderson Emerging Markets Fund may hold shares directly with the fund and not through an intermediary. However, only Class D Shares of Janus Henderson Emerging Markets Fund are available to shareholders who hold shares directly and not through an intermediary In order to facilitate continued investment in Janus Henderson Emerging Markets Fund by direct shareholders of Henderson Emerging Markets Fund and provide such shareholders with a class of shares having shareholder policies designed for direct shareholders, as soon as practicable after the closing of the Merger the shares of Janus Henderson Emerging Markets Fund received by direct shareholders of any class of Henderson Emerging Markets Fund in the Merger will be automatically exchanged for Class D Shares of Janus Henderson Emerging Markets Fund having an aggregate net asset value equal to the shares so exchanged. As a result of the Merger and this automatic exchange, direct shareholders of Henderson Emerging Markets Fund will become holders of Class D Shares of Janus Henderson Emerging Markets Fund. See “The Merger—Direct Shareholders.”
In addition the Trust has added the following disclosure to the body of the Prospectus/Proxy Statement under the heading “The Merger”:
Direct Shareholders
Certain shareholders of each class of shares of Henderson Emerging Markets Fund may hold shares directly with the Fund and not through an intermediary. However, only Class D Shares of Janus Henderson Emerging Markets Fund are available to shareholders who
hold shares directly and not through an intermediary In order to facilitate continued investment in the Acquiring Fund by direct shareholders of the Target Fund and provide such shareholders with a class of shares having shareholder policies designed for direct shareholders, the Plan provides that Acquiring Fund shares of any class received by direct shareholders of the Target Fund will be automatically exchanged for Class D Shares of the Acquiring Fund, the share class that the Acquiring Fund currently offers for direct investors. In the Merger, shareholders who hold Class A, Class C, Class I and Class R6 Shares of the Target Fund will receive shares of the same or a substantially identical class of shares of the Acquiring Fund (Class R6 shareholders of the Target Fund will receive Class N Shares of the Acquiring Fund). However, the Plan provides that as soon as practicable after the closing of the Merger such Class A, Class C, Class I or Class N shares of the Acquiring Fund received by direct shareholders of the Target Fund will be automatically exchanged for Class D Shares of the Acquiring Fund having an aggregate net asset value equal to the shares so exchanged. As a result of the Merger and this automatic exchange, direct shareholders of the Target Fund will become holders of Class D Shares of the Acquiring Fund. Such shareholders will not recognize any gain or loss on the exchange, and will take an aggregate tax basis in the Class D Shares that equals, and a holding period that includes, their aggregate tax basis and holding period, as applicable, in the Class A, C, I or N Shares exchanged therefor.
| 5. | Staff Comment:With respect to the Emerging Markets N-14, include disclosure in the Synopsis under the heading “Will either Target Fund or the Acquiring Fund pay fees or expenses associated with the Mergers?” include disclosure regarding the expenses associated with portfolio repositioning, including potential capital gains. |
Response:The Trust has revised disclosure to clarify that “Such repositioning is expected to be less than 5% of the assets of the Janus Target and the costs of such repositioning to shareholdersand capital gains that may be realized in connection with such repositioning are expected to bede minimis.”
| 6. | Staff Comment: To the extent a Fund’s operating expenses are increasing as a result of the Mergers, please include in the Synopsis disclosure explaining what expense category is increasing and what is causing such increase. |
Response: The Trust respectfully submits that with respect to the Emerging Markets N-14 the requested disclosure was included in the Synopsis under the heading “Q. Will the Merger result in higher total expenses?”, the response to which states that “Such expense ratio increase is expected to result from higher custodian fees and additional pricing service fees incurred in connection with the anticipated portfolio of investments of the combined fund.”
With respect to the INTECH N-14, the Trust has added the following disclosure to the Synopsis under the heading “Q. Will the Merger result in higher total expenses?”:
“Thepro forma total annual expense ratio (excluding the Performance Adjustment) of INTECH U.S. Managed Volatility Fund after the Merger is completed is expected to be higher than the corresponding share class for most share classes of INTECH U.S. Core Fund because the annual operating expenses of INTECH U.S. Managed Volatility Fund currently are, and after the merger are expected to be, higher than those of INTECH U.S. Core Fund due to higher registration expenses, printing and mailing expenses, accounting system fees and audit fees.”
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Please call me at 303-394-6459 with any questions or comments.
Respectfully,
/s/ Kathryn L. Santoro
Kathryn L. Santoro
Vice President, Assistant General Counsel
| cc: | Michelle Rosenberg, Janus Capital Management, LLC |
Bruce Rosenblum, Vedder Price P.C.
Kevin Hardy, Skadden, Arps, Slate, Meagher & Flom LLP
Michael Hoffman, Skadden, Arps, Slate, Meagher & Flom LLP
Kenneth Burdon, Skadden, Arps, Slate, Meagher & Flom LLP