AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 21, 2003
SECURITIES ACT FILE NO. 333-101854
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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
[X] Pre-Effective Amendment No. 1 [ ] Post-Effective Amendment
No. ____________
JANUS INVESTMENT FUND
(Exact Name of Registrant as Specified in Charter)
100 FILLMORE STREET, DENVER, COLORADO 80206-4928
(Address of Principal Executive Offices)
303-333-3863
(Registrant's Telephone Number, Including Area Code and Telephone Number)
KELLEY ABBOTT HOWES
JANUS INVESTMENT FUND
100 FILLMORE STREET, DENVER, COLORADO 80206-4928
(Name and Address of Agent for Service)
COPY TO: GEOFFREY R.T. KENYON, ESQ., GOODWIN PROCTER LLP
Exchange Place, Boston, Massachusetts 02109
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Approximate Date of Proposed Public Offering:
As soon as practicable after this Registration Statement becomes effective.
No filing fee is required because an indefinite number of shares of
beneficial interest, $.01 par value, of the Registrant have previously been
registered pursuant to Section 24(f) of the Investment Company Act of 1940, as
amended.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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JANUS INVESTMENT FUND
CONTENTS OF REGISTRATION STATEMENT ON FORM N-14
This Registration Statement consists of the following papers and documents:
Cover Sheet
Table of Contents
Janus Fund
Part A -- Prospectus/Information Statement
Part B -- Statement of Additional Information
Part C -- Other Information
Signature Page
Exhibits
[JANUS LOGO]
January 16, 2003
Dear Shareholder:
This letter is a follow-up to my note to you dated December 13, 2002. At
that time, I informed you that your funds' trustees approved the combination of
Janus Fund 2 with Janus Fund. With the reopening of Janus Fund to new investors,
we feel it is in shareholders' best interests to eliminate redundancy in our
fund lineup and focus our resources on one fund, instead of two with very
similar investment objectives.
At the close of business on February 27, 2003, Janus Fund 2 will transfer
its assets to Janus Fund. Each Janus Fund 2 shareholder will receive the number
of shares of Janus Fund equal in value to his or her shares of Janus Fund 2 as
of the date of the transaction. We have enclosed a Prospectus/Information
Statement which describes the transaction in detail.
As a shareholder of Janus Fund, you will be investing in a fund with
objectives that are comparable to Janus Fund 2. We also expect that the combined
fund will provide you with the benefits of lower fund operating expenses.
THE TRANSACTION WILL NOT REQUIRE ANY ACTION ON YOUR PART. Your assets will
automatically be invested in Janus Fund as of the closing date. We believe Janus
Fund will continue to play an important role in your investment portfolio.
However, if you do not want to have your assets transferred to Janus Fund,
please contact Janus to discuss alternatives no later than February 26, 2003.
(If we do not service your account directly, contact your financial
institution.) You are a valued investor and, above all, we want you to be
comfortable with your investment options.
Thank you for your investment and your continued trust.
Sincerely,
MARK WHISTON
Chief Executive Officer
JANUS INVESTMENT FUND
100 FILLMORE STREET, DENVER, COLORADO 80206-4928
PROSPECTUS/INFORMATION STATEMENT
This Prospectus/Information Statement is being furnished to shareholders of
Janus Fund 2 in connection with an Agreement and Plan of Reorganization (the
"Plan"). Under the Plan, shareholders of Janus Fund 2 will receive shares of
Janus Fund equal in total value to their holdings in Janus Fund 2 as of the
closing date of the reorganization (the "Reorganization"). After the
Reorganization is complete, Janus Fund 2 will be dissolved. The Reorganization
is expected to be effective on or about February 27, 2003.
The Board of Trustees of Janus Investment Fund (the "Trust") determined
that the shareholders of Janus Fund 2 will benefit by becoming shareholders of
Janus Fund because the funds share similar objectives and investment strategies
and the larger combined fund should have lower operating expenses than Janus
Fund 2 would have if it continued to operate as a stand-alone fund. The Board of
Trustees was also advised by legal counsel that the Reorganization will be
treated as a tax-free transaction for Janus Fund 2 and its shareholders.
Shareholders of Janus Fund 2 are not being asked to vote on the Plan or approve
the reorganization.
Janus Fund and Janus Fund 2 are series of the Trust, a Massachusetts
business trust registered as an open-end, diversified management investment
company consisting of 26 separate series. Janus Capital Management LLC ("Janus")
serves as the investment adviser to both of the funds. The investment objective
of both Janus Fund and Janus Fund 2 is to seek long-term growth of capital in a
manner consistent with the preservation of capital.
This Prospectus/Information Statement, which you should read carefully and
retain for future reference, sets forth concisely the information that you
should know about Janus Fund, Janus Fund 2, and the transactions contemplated by
the Plan. Copies of the Prospectus for Janus Fund, dated February 25, 2002, and
Janus Fund's most recent Annual Report to Shareholders are included with this
Prospectus/Information Statement and are incorporated by reference.
A Statement of Additional Information, dated January , 2003 relating to
the proposed transactions described in this Prospectus/Information Statement has
been filed with the SEC and is incorporated by reference in this
Prospectus/Information Statement. Additional information relating to the funds
and the Trust is contained in the Trust's Statement of Additional Information
with respect to several of its closed funds, including Janus Fund, dated
February 25, 2002, the Trust's Statement of Additional Information with respect
to several of its open funds, including Janus Fund 2, dated February 25, 2002,
Janus Fund 2's Prospectus dated February 25, 2002 and Janus Fund 2's Annual
Report to Shareholders dated October 31, 2002, each of which has been filed with
the Securities and Exchange Commission ("SEC"). You can obtain a free copy of
these documents by calling Janus at 1-800-525-3713.
The SEC maintains a web site (http://www.sec.gov) that contains the
Statement of Additional Information dated January , 2003 and other material
incorporated by reference, together with other information regarding Janus Fund
and Janus Fund 2.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A
PROXY. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus/Information Statement is January , 2003.
TABLE OF CONTENTS
<Table>
<Caption>
PAGE
----
SYNOPSIS.................................................... 1
The Reorganization........................................ 1
Investment Objectives And Policies........................ 1
Fees And Expenses......................................... 2
Purchases/Redemptions/Exchanges........................... 2
Dividends And Other Distributions......................... 2
PRINCIPAL RISK FACTORS...................................... 3
THE REORGANIZATION.......................................... 4
The Plan.................................................. 4
Reasons for the Reorganization............................ 5
Federal Income Tax Consequences........................... 5
Description of the Securities to be Issued................ 6
Capitalization............................................ 7
SHARE OWNERSHIP............................................. 7
Five Percent Holders...................................... 7
Shares Held by Officers and Trustees...................... 7
Appendix A Agreement and Plan of Reorganization............ A-1
PART B STATEMENT OF ADDITIONAL INFORMATION.................. B-1
PART C OTHER INFORMATION.................................... C-1
ITEM 15. INDEMNIFICATION.................................. C-1
ITEM 16. EXHIBITS......................................... C-1
ITEM 17. UNDERTAKINGS..................................... C-5
SIGNATURES.................................................. C-7
</Table>
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JANUS FUND
100 FILLMORE STREET, DENVER, COLORADO 80206-4928
PROSPECTUS/INFORMATION STATEMENT
DATED JANUARY , 2003
SYNOPSIS
THE REORGANIZATION
At a meeting held on December 10, 2002, the Board of Trustees of the Trust
unanimously approved the Plan. The Board of Trustees concluded that the
Reorganization is in the best interests of the shareholders of both Janus Fund 2
and Janus Fund, and that interests of shareholders of the two funds will not be
diluted as a result of the transaction.
Under the Plan, Janus Fund 2 will transfer substantially all of its assets
to Janus Fund, and shareholders in Janus Fund 2 will receive shares of Janus
Fund in exchange for their shares of Janus Fund 2. Each Janus Fund 2 shareholder
will receive full and fractional shares of Janus Fund equal in value to the
total value of his or her shares of Janus Fund 2 as of the closing date of the
Reorganization, which is expected to be February 27, 2003.
According to the specific terms of the Plan, Janus Fund 2 will transfer all
of its assets to Janus Fund in exchange for shares of Janus Fund and Janus
Fund's assumption of all known liabilities of Janus Fund 2. Janus Fund 2 will
then distribute these shares of Janus Fund to its shareholders in exchange for
their shares of Janus Fund 2, and Janus Fund 2 will be dissolved. Immediately
after the Reorganization, each person who held shares in Janus Fund 2 will hold
shares in Janus Fund with exactly the same total value. The Plan provides that
Janus will bear all costs and expenses of the Reorganization, including the
costs and expenses incurred in the preparation and mailing of this
Prospectus/Information Statement.
The implementation of the Reorganization is subject to a number of
conditions set forth in the Plan. Among the significant conditions (which may
not be waived) are the receipt by each fund of an opinion of counsel to the
effect that the Reorganization will be treated as a tax-free transaction to
Janus Fund 2 and its shareholders.
This description of the Reorganization is qualified by reference to the
full text of the Plan, which is attached as Appendix A.
INVESTMENT OBJECTIVES AND POLICIES
The investment objective of both Janus Fund and Janus Fund 2 is to seek
long-term growth of capital in a manner consistent with the preservation of
capital. Both funds apply a "bottom up" approach in choosing investments. In
other words, their portfolio managers look at companies one at a time to
determine if a company is an attractive investment opportunity and consistent
with the fund's investment policies. If the portfolio manager is unable to find
such investments, a significant portion of the fund's assets may be in cash or
similar investments. Both funds invest primarily in common stocks selected for
their growth potential. Although Janus Fund can invest in companies of any size,
it generally invests in larger, more established companies. Janus Fund 2 may
also invest in companies of any size, from larger, well-established companies to
smaller, emerging growth companies.
Both funds have identical investment restrictions. For example, each fund
will limit its investment in high-yield/high-risk bonds, also known as junk
bonds, to less than 35% of its net assets.
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FEES AND EXPENSES
This table discloses the fees and expenses that you may pay if you buy and
hold shares of either fund. As shown by this table, there are no transaction
charges when you buy or sell shares of either fund, nor will there be any such
charges following the Reorganization. THERE WILL NOT BE ANY FEE PAYABLE IN
CONNECTION WITH THE REORGANIZATION.
SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)
<Table>
Sales Charge Imposed on Purchases........................... None
Sales Charge Imposed on Reinvested Dividends................ None
Deferred Sales Charges...................................... None
Redemption Fees............................................. None
Exchange Fees............................................... None
Maximum Account Fee......................................... None
</Table>
Set forth below is a comparison of each fund's operating expenses for the
fiscal year ended October 31, 2002. The ratios also are shown on a pro forma
(estimated) combined basis, giving effect to the Reorganization.
ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)
<Table>
<Caption>
MANAGEMENT 12B-1 OTHER TOTAL OPERATING
JANUS INVESTMENT FUND FEES FEES EXPENSES EXPENSES
- --------------------- ---------- ----- -------- ---------------
Janus Fund................................ .65% None .20% .85%
Janus Fund 2.............................. .65% None .46% 1.11%
Pro Forma Combined (Janus Fund)........... .65% None .20% .85%
</Table>
Total Operating Expenses for each fund include management fees and
administrative costs such as shareholder record keeping and reports, custodian
and pricing services and registration fees.
EXAMPLE
To illustrate the effect of Operating Expenses, assume that each fund's
annual return is 5% and that it had Total Operating Expenses described in the
table above. For every $10,000 invested in each fund, the following amounts of
total expenses would have been paid if an investor closed his or her account at
the end of each of the following time periods:
<Table>
<Caption>
JANUS INVESTMENT FUND 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- --------------------- ------ ------- ------- --------
Janus Fund.......................................... $ 87 $271 $471 $1,049
Janus Fund 2........................................ $113 $353 $612 $1,352
Pro Forma Combined (Janus Fund)..................... $ 87 $271 $471 $1,049
</Table>
The purpose of these tables is to assist an investor in understanding the
various types of costs and expenses that an investor in the combined fund will
bear, whether directly or indirectly. The assumption in this example of a 5%
annual return is required by regulations of the SEC applicable to all mutual
funds. THE INFORMATION IN THE PREVIOUS TABLES SHOULD NOT BE CONSIDERED A
REPRESENTATION OF PAST OR FUTURE EXPENSES OR RATES OF RETURN. ACTUAL EXPENSES OR
RETURNS MAY BE GREATER OR LESS THAN THOSE SHOWN AND MAY CHANGE.
PURCHASES/REDEMPTIONS/EXCHANGES
Procedures to purchase, redeem and exchange shares of each of Janus Fund
and Janus Fund 2 are identical.
DIVIDENDS AND OTHER DISTRIBUTIONS
Janus Fund and Janus Fund 2 each pays net investment income dividends
annually. Each fund will make additional payments to shareholders, if necessary,
to avoid the imposition of any federal income or excise tax on the funds.
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PRINCIPAL RISK FACTORS
Janus Fund has substantially the same risk factors as Janus Fund 2. These
risk factors are summarized below.
Stock Market Risk. Each fund may invest substantially all of its assets in
common stocks, the main risk is the risk that the value of the stocks they hold
might decrease in response to the activities of an individual company or in
response to general market and/or economic conditions. If this occurs, the share
price of the funds may also decrease. Performance may also be affected by risks
specific to certain types of investments, such as foreign securities, derivative
investments, non-investment grade bonds, initial public offerings (IPOs) or
companies with relatively small market capitalizations.
Industry Risk. Industry risk is the possibility that a group of related
stocks will decline in price due to industry-specific developments. Companies in
the same or similar industries may share common characteristics and are more
likely to react similarly to industry-specific market or economic developments.
Each fund may have significant exposure to multiple companies in a particular
industry.
Foreign Investing Risk. Each fund may invest without limit in foreign
securities either indirectly (e.g., depositary receipts) or directly in foreign
markets. Investments in foreign securities, including those of foreign
governments, may involve greater risks than investing in domestic securities
because the fund's performance may depend on issues other than the performance
of a particular company. These issues include:
- Currency Risk. As long as a fund holds a foreign security, its value
will be affected by the value of the local currency relative to the U.S.
dollar. When a fund sells a foreign denominated security, its value may
be worth less in U.S. dollars even if the security increases in value in
its home country. U.S. dollar denominated securities of foreign issuers
may also be affected by currency risk.
- Political and Economic Risk. Foreign investments may be subject to
heightened political and economic risks, particularly in emerging markets
which may have relatively unstable governments, immature economic
structures, national policies restricting investments by foreigners,
different legal systems, and economies based on only a few industries. In
some countries, there is the risk that the government may take over the
assets or operations of a company or that the government may impose taxes
or limits on the removal of a fund's assets from that country.
- Regulatory Risk. There may be less government supervision of foreign
markets. As a result, foreign issuers may not be subject to the uniform
accounting, auditing and financial reporting standards and practices
applicable to domestic issuers and there may be less publicly available
information about foreign issuers.
- Market Risk. Foreign securities markets, particularly those of emerging
market countries, may be less liquid and more volatile than domestic
markets. Certain markets may require payment for securities before
delivery and delays may be encountered in settling securities
transactions. In some foreign markets there may not be protection against
failure by other parties to complete transactions.
- Transaction Costs. Costs of buying, selling and holding foreign
securities, including brokerage, tax and custody costs, may be higher
than those involved in domestic transactions.
Bond Risk. Each fund may invest in high-yield/high-risk bonds (or "junk"
bonds), which are bonds rated below investment grade by the primary rating
agencies such as Standard & Poor's and Moody's. The value of lower quality bonds
generally is more dependent on credit risk, or the ability of the issuer to meet
interest and principal payments, than investment grade bonds. Issuers of
high-yield bonds may not be as strong financially as those issuing bonds with
higher credit ratings and are more vulnerable to real or perceived economic
changes, political changes or adverse developments specific to the issuer.
Hedging Risk. Each fund may use futures, options, swaps and other
derivative instruments to "hedge" or protect their portfolios from adverse
movements in securities prices and interest rates. Each fund may also use a
variety of currency hedging techniques, including forward currency contracts, to
manage exchange rate risk. Each
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fund's performance could be worse than if the fund had not used such instruments
if the portfolio manager's judgment proves incorrect.
Emerging Companies Risk. Many attractive investment opportunities may be
smaller, start-up companies offering emerging products or services. Smaller or
newer companies may suffer more significant losses as well as realize more
substantial growth than larger or more established issuers because they may lack
depth of management, be unable to generate funds necessary for growth or
potential development, or be developing or marketing new products or services
for which markets are not yet established and may never become established. In
addition, such companies may be insignificant factors in their industries and
may become subject to intense competition from larger or more established
companies. Securities of smaller or newer companies may have more limited
trading markets than the markets for securities of larger or more established
issuers, or may not be publicly traded at all, and may be subject to wide price
fluctuations. Investments in such companies tend to be more volatile and
somewhat more speculative.
THE REORGANIZATION
THE PLAN
The terms and conditions under which the Reorganization will be implemented
are set forth in the Plan. Significant provisions of the Plan are summarized
below; however, this summary is qualified in its entirety by reference to the
Plan, which is attached as Appendix A to this Prospectus/Information Statement.
The Plan contemplates (i) Janus Fund's acquiring substantially all of the
assets of Janus Fund 2 in exchange solely for shares of Janus Fund and the
assumption by Janus Fund of all of Janus Fund 2's known liabilities, if any, as
of the closing date, and (ii) the distribution on the closing date of such
shares to the shareholders of Janus Fund 2.
The value of Janus Fund 2's assets to be acquired and the amount of its
liabilities to be assumed by Janus Fund and the net asset value of a share of
Janus Fund 2 will be determined as of the close of regular trading on the NYSE
on the closing date and will be determined in accordance with the valuation
procedures described in the then-current Janus Fund Prospectus and SAI. When
market quotations are not readily available, or events or circumstances that may
effect the value of portfolio securities are identified between the closing of
their principal markets and the time the net asset value (NAV) is determined,
securities are valued at their fair value as determined in good faith under
procedures established by and under the supervision of the funds' Trustees. The
Plan provides that Janus will bear all costs and expenses of the Reorganization,
including the costs and expenses incurred in the preparation and mailing of this
Prospectus/Information Statement. The closing date is expected to be on or about
February 27, 2003.
As soon as practicable after the closing date, Janus Fund 2 will distribute
pro rata to its shareholders of record the shares of Janus Fund it receives in
the Reorganization, so that each shareholder of Janus Fund 2 will receive a
number of full and fractional shares of Janus Fund equal in value to his or her
holdings in Janus Fund 2. Janus Fund 2 will be dissolved soon thereafter. Such
distribution will be accomplished by opening accounts on the books of Janus Fund
in the names of Janus Fund 2 shareholders and by transferring thereto the shares
of Janus Fund previously credited to the account of Janus Fund 2 on those books.
Each shareholder account shall be credited with the pro rata number of Janus
Fund's shares due to that shareholder. Accordingly, immediately after the
Reorganization, each former shareholder of Janus Fund 2 will own shares of Janus
Fund that will be equal to the value of that shareholder's shares of Janus Fund
2 immediately prior to the Reorganization. Any special options (for example,
automatic investment, automatic withdrawal and systematic exchange plans on
current Janus Fund 2 shareholder accounts) will automatically transfer to the
new accounts.
The implementation of the Reorganization is subject to a number of
conditions set forth in the Plan. For instance, the Plan may be terminated and
the Reorganization abandoned at any time prior to the closing date by the
Trust's Board of Trustees if it determines that the Reorganization would
disadvantage either fund. The Trust's officers may change or postpone the
closing date.
4
REASONS FOR THE REORGANIZATION
On September 11, 2000, the Board of Trustees of the Trust voted to close
Janus Fund to new shareholders. At that time, Janus Fund had been experiencing
an extraordinary level of net subscriptions and the Trustees concluded that
continued growth at a comparable rate would not be in the interests of existing
shareholders of Janus Fund. On September 11, 2000, the Trustees created Janus
Fund 2 to offer a fund with comparable investment characteristics to investors
who were precluded from investing in Janus Fund. Not long after the creation of
Janus Fund 2, market conditions changed and Janus 2 has remained a relatively
small fund. Although Janus Fund 2 has the same management fee as Janus Fund and
neither charges a 12b-1 fee, Janus Fund's total expense ratio has been lower
than Janus Fund 2's because its fixed costs were spread over a much larger asset
base. For example, during the fiscal year ended October 31, 2002 Janus Fund's
total expense ratio was .85% as compared with 1.11% for Janus Fund 2.
At a meeting held on December 10, 2002, the Board of Trustees of the Trust
unanimously determined that the Reorganization is in the best interests of the
shareholders of Janus Fund 2 and Janus Fund, and that the interests of
shareholders of Janus Fund 2 and Janus Fund, respectively, will not be diluted
as a result of the Reorganization.
In approving the Reorganization, the Board of Trustees of the Trust
considered a number of factors, including the following:
(1) Janus Fund and Janus Fund 2 have identical investment restrictions
and share similar objectives and investment strategies;
(2) the historical expense ratio of Janus Fund 2 is higher than the
historical expense ratio of Janus Fund;
(3) the Reorganization will permit fixed costs to be spread over a
larger asset base, which over time may result in a slight decrease in the
operating expenses of Janus Fund; and
(4) the Reorganization will be treated as a tax-free transaction to
Janus Fund 2 and its shareholders.
The Board of Trustees also considered alternatives to the Reorganization,
such as liquidating Janus Fund 2 or maintaining the status quo, and concluded
that the Reorganization will produce a better result for all parties. In this
regard, the Boards of Trustees recognized that Janus will also benefit from the
Reorganization as a result of a reduction in its costs associated with operating
Janus Fund 2.
FEDERAL INCOME TAX CONSEQUENCES
As a condition to the Reorganization, the Trust will receive a legal
opinion from Goodwin Procter LLP, to the effect that, subject to customary
assumptions and representations, on the basis of the existing provisions of the
Internal Revenue Code of 1986, as amended (the "Code"), the Treasury Regulations
promulgated thereunder and current administrative and judicial interpretations
thereof, for federal income tax purposes:
- the transfer of all or substantially all of the assets of Janus Fund 2
solely in exchange for Janus Fund shares and the assumption by Janus Fund
of all known liabilities of Janus Fund 2, and the distribution of such
shares to the shareholders of Janus Fund 2, will constitute a
"reorganization" within the meaning of Section 368(a) of the Code; Janus
Fund and Janus Fund 2 will each be a "party to a reorganization" within
the meaning of Section 368(b) of the Code;
- no gain or loss will be recognized by Janus Fund 2 on the transfer of the
assets of Janus Fund 2 to Janus Fund in exchange for Janus Fund shares
and the assumption by Janus Fund of all known liabilities of Janus Fund 2
or upon the distribution of Janus Fund shares to Janus Fund 2
shareholders in exchange for their shares of Janus Fund 2;
- the tax basis of Janus Fund 2's assets acquired by Janus Fund will be the
same to Janus Fund as the tax basis of such assets to Janus Fund 2
immediately prior to the reorganization, and the holding period of the
assets of Janus Fund 2 in the hands of Janus Fund will include the period
during which those assets were held by Janus Fund 2;
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- no gain or loss will be recognized by Janus Fund upon the receipt of the
assets of Janus Fund 2 solely in exchange for Janus Fund shares and the
assumption by Janus Fund of all known liabilities of Janus Fund 2;
- no gain or loss will be recognized by shareholders of Janus Fund 2 upon
the receipt of Janus Fund shares by such shareholders, provided such
shareholders receive solely Janus Fund shares (including fractional
shares) in exchange for their Janus Fund 2 shares; and
- the aggregate tax basis of Janus Fund shares, including any fractional
shares, received by each shareholder of Janus Fund 2 pursuant to the
reorganization will be the same as the aggregate tax basis of Janus Fund
2 shares held by such shareholder immediately prior to the
reorganization, and the holding period of Janus Fund shares, including
fractional shares, to be received by each shareholder of Janus Fund 2
will include the period during which Janus Fund 2 shares exchanged
therefor were held by such shareholder (provided that Janus Fund 2 shares
were held as a capital asset on the date of the reorganization).
The receipt of such an opinion is a condition to the consummation of the
Reorganization. The Trust has not obtained an Internal Revenue Service ("IRS")
private letter ruling regarding the federal income tax consequences of the
Reorganization, and the IRS is not bound by advice of counsel. If the transfer
of the assets of Janus Fund 2 in exchange for Janus Fund shares and the
assumption by Janus Fund of all known liabilities of Janus Fund 2 do not
constitute a tax-free reorganization, each Janus Fund 2 shareholder generally
will recognize gain or loss equal to the difference between the value of Janus
Fund shares such shareholder acquires and the tax basis of such shareholder's
Janus Fund 2 shares.
Shareholders of the funds should consult their tax advisers regarding the
effect, if any, of the proposed Reorganization in light of their individual
circumstances. Since the foregoing discussion relates only to the federal income
tax consequences of the Reorganization, shareholders of the funds should also
consult tax advisers as to state and local tax consequences, if any, of the
Reorganization.
As of October 31, 2002, Janus Fund 2 and Janus Fund had unutilized capital
loss carryovers of approximately $270 million and $9,671 million, respectively.
The final amount of unutilized capital loss carryovers for each fund is subject
to change and will not be determined until the time of the Reorganization. After
and as a result of the Reorganization, these capital loss carryovers may in part
be subject to limitations under applicable tax laws on the rate at which they
may be used in the future to offset capital gains of Janus Fund. As a result,
some or all of the capital loss carryovers may expire unutilized. The Trustees
of the Trust took the tax treatment of the transaction into account in
concluding that the proposed Reorganization would be in the best interests of
the Funds and their shareholders.
JANUS FUND 2 MAY SELL SECURITIES BEFORE THE REORGANIZATION, WHETHER IN THE
ORDINARY COURSE OF BUSINESS OR IN ANTICIPATION OF THE REORGANIZATION. AFTER THE
CLOSING, JANUS FUND MAY DISPOSE OF CERTAIN SECURITIES RECEIVED BY IT FROM JANUS
FUND 2. SUCH SALES MAY RESULT IN TRANSACTION COSTS AND CAPITAL GAINS (OR
LOSSES). THE FUNDS EXPECT CAPITAL GAINS (IF ANY) TO BE INSIGNIFICANT.
SHAREHOLDERS SHOULD CONSULT THEIR OWN TAX ADVISERS CONCERNING THE POTENTIAL TAX
CONSEQUENCES OF THE REORGANIZATION TO THEM, INCLUDING FOREIGN, STATE AND LOCAL
TAX CONSEQUENCES.
DESCRIPTION OF THE SECURITIES TO BE ISSUED
The Trust is registered with the SEC as an open-end management investment
company. The Trust is authorized to issue shares of beneficial interest in
separate portfolios. Each share of Janus Fund represent an equal proportionate
interest in Janus Fund with every other share and is entitled to such dividends
and distributions out of the net income and capital gains belonging to Janus
Fund when declared by the Trustees. In the event Janus Fund were to be
liquidated in the future, shareholders would be entitled to share pro rata in
the net assets belonging to Janus Fund available for distribution. Shares of
Janus Fund have identical voting, dividend, redemption, liquidation, and other
rights. When issued, each share is fully paid and nonassessable by the Trust,
has no preemptive or subscription rights, and is fully transferable. There are
no conversion rights.
The Board of Trustees of the Trust does not intend to hold annual meetings
of shareholders of the funds. However, special meetings may be called for a
specific fund or for the Trust as a whole for purposes such as
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electing or removing Trustees, terminating or reorganizing the Trust, changing
fundamental policies, or for any other purpose requiring a shareholder vote
under the 1940 Act. Separate votes are taken by each fund only if a matter
affects or requires the vote of only that fund or that fund's interest in the
matter differs from the interest of other portfolios of the Trust. Shareholders
are entitled to one vote for each share owned.
Under Massachusetts law, shareholders of the funds could, under certain
circumstances, be held liable for the obligations of their fund. However, the
Trust's Declaration of Trust disclaims shareholder liability for acts or
obligations of the funds and requires that notice of this disclaimer be given in
each agreement, obligation or instrument entered into or executed by the funds
or the Trustees. The Declaration of Trust also provides for indemnification from
the assets of the funds for all losses and expenses of any fund shareholder held
liable for the obligations of their fund. Thus, the risk of a shareholder
incurring a financial loss on account of its liability as a shareholder of one
of the funds is limited to circumstances in which their fund would be unable to
meet its obligations. The possibility that these circumstances would occur is
remote. The Trustees intend to conduct the operations of the funds to avoid, to
the extent possible, liability of shareholders for liabilities of their fund.
CAPITALIZATION
The following table shows the capitalization of Janus Fund 2 and Janus Fund
as of October 31, 2002, and the pro forma combined capitalization of both funds
as if the Reorganization had occurred on that date.
<Table>
<Caption>
PRO FORMA JANUS
COMBINED JANUS FUND FUND 2
----------- ----------- --------
Net Assets (000)................................ $16,540,547 $16,320,421 $220,126
Net Asset Value per share....................... $ 18.39 $ 18.39 $ 4.97
Shares Outstanding (000)........................ 899,367 887,397 44,297
</Table>
Information about Janus Fund is incorporated by reference to the prospectus
of Janus Fund, dated February 25, 2002 and its Statement of Additional
Information, dated February 25, 2002. Information about Janus Fund 2 is
incorporated by reference to the prospectus of Janus Fund, dated February 25,
2002 and its Statement of Additional Information, dated February 25, 2002.
SHARE OWNERSHIP
FIVE PERCENT HOLDERS
Except as set forth in the table below, at January 9, 2003, there was no
person who was known by the Trust to own beneficially or of record 5% or more of
either fund's outstanding shares.
<Table>
<Caption>
JANUS FUND JANUS FUND 2
---------- ------------
Charles Schwab & Co. Inc. .................................. 12.74% 21.78%
</Table>
SHARES HELD BY OFFICERS AND TRUSTEES
At January 9, 2003, the Trustees and officers of the Trust, as a group,
owned beneficially or of record less than 1% of the outstanding shares of each
fund.
7
APPENDIX A
AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") is made as of
this 10th day of December, 2002, by and between Janus Investment Fund, a
Massachusetts business trust (the "Trust"), on behalf of the Janus Fund 2 series
of the Trust (the "Predecessor Fund"), and the Janus Fund series of the Trust
(the "Successor Fund").
All references in this Agreement to action taken by the Predecessor Fund or
the Successor Fund shall be deemed to refer to action taken by the Trust on
behalf of the respective portfolio series.
This Agreement is intended to be and is adopted as a plan of reorganization
and liquidation within the meaning of Section 368(a) of the United States
Internal Revenue Code of 1986, as amended (the "Code"). The reorganization (the
"Reorganization") will consist of the transfer by the Predecessor Fund of all or
substantially all of its assets to the Successor Fund, in exchange solely for
shares of beneficial interest in the Successor Fund ("New Shares") having a net
asset value equal to the net asset value of the Predecessor Fund, the assumption
by the Successor Fund of all the liabilities of the Predecessor Fund, and the
distribution of the New Shares to the shareholders of the Predecessor Fund in
complete liquidation of the Predecessor Fund as provided herein, all upon the
terms and conditions hereinafter set forth in this Agreement.
WHEREAS, the Board of Trustees of the Trust has determined that it is in
the best interest of the Predecessor Fund and the Successor Fund, respectively,
that the assets of the Predecessor Fund be acquired by the Successor Fund
pursuant to this Agreement and in accordance with the applicable statutes of the
Commonwealth of Massachusetts and that the interests of existing shareholders
will not be diluted as a result of this transaction;
NOW, THEREFORE, in consideration of the premises and of the covenants and
agreements hereinafter set forth, the parties hereto covenant and agree as
follows:
1. Plan of Reorganization
1.1 Subject to the terms and conditions herein set forth and on the basis
of the representations and warranties contained herein, the Trust shall (i)
transfer all or substantially all of the assets of the Predecessor Fund, as set
forth in paragraph 1.2, to the Successor Fund, (ii) cause the Successor Fund to
deliver to the Trust a number of full and fractional New Shares of the Successor
Fund equal to the number of shares of the Predecessor Fund as of the time and
date set forth in Article 2 and (iii) assume all the liabilities of the
Predecessor Fund, as set forth in paragraph 1.2. Such transactions shall take
place at the closing provided for in paragraph 2.1 (the "Closing").
1.2 The assets of the Predecessor Fund to be acquired by the Successor
Fund shall consist of all property, including, without limitation, all cash,
securities, commodities and futures interests, and dividends or interest
receivable which are owned by the Predecessor Fund and any deferred or prepaid
expenses shown as an asset on the books of the Predecessor Fund on the closing
date provided in paragraph 2.1 (the "Closing Date"). All liabilities, expenses,
costs, charges and reserves of the Predecessor Fund, to the extent that they
exist at or after the Closing, shall after the Closing attach to the Successor
Fund and may be enforced against the Successor Fund to the same extent as if the
same had been incurred by the Successor Fund.
1.3 The Predecessor Fund will distribute pro rata to its shareholders of
record, determined as of immediately after the close of business on the Closing
Date (the "Current Shareholders"), the corresponding New Shares received by the
Trust pursuant to paragraph 1.1. Such distribution and liquidation will be
accomplished by the transfer of the New Shares then credited to the accounts of
the Predecessor Fund on the books of the Successor Fund to open accounts on the
share records of the Successor Fund in the names of the Current Shareholders and
representing the respective pro rata number of the New Shares of the
corresponding class due such shareholders. All issued and outstanding shares of
the Predecessor Fund will simultaneously be canceled on the books of the Trust.
The Successor Fund shall not issue certificates representing the New Shares in
connection with such exchange. Ownership of New Shares will be shown on the
books of the Trust's transfer
A-1
agent. As soon as practicable after the Closing, the Trust shall take all steps
necessary to effect a complete liquidation of the Predecessor Fund.
2. Closing and Closing Date
2.1 The Closing Date shall be February 27, 2003, or such later date as the
parties may agree to in writing. All acts taking place at the Closing shall be
deemed to take place simultaneously as of immediately after the close of
business on the Closing Date unless otherwise agreed to by the parties. The
close of business on the Closing Date shall be as of 4:00 p.m. New York Time.
The Closing shall be held at the offices of Janus Capital Management LLC ("Janus
Capital"), 100 Fillmore Street, Denver, Colorado 80206-4928, or at such other
time and/or place as the parties may agree.
2.2 The Trust shall cause Janus Services LLC (the "Transfer Agent"),
transfer agent of the Predecessor Fund, to deliver at the Closing a certificate
of an authorized officer stating that its records contain the names and
addresses of the Current Shareholders and the number and percentage ownership of
outstanding shares of the Predecessor Fund owned by each such shareholder
immediately prior to the Closing. The Successor Fund shall issue and deliver a
confirmation evidencing the New Shares to be credited on the Closing Date to the
Secretary of the Trust or provide evidence satisfactory to the Trust that such
New Shares have been credited to the accounts of the Predecessor Fund on the
books of the Successor Fund. At the Closing, each party shall deliver to the
other such bills of sales, checks, assignments, share certificates, if any,
receipts or other documents as such other party or its counsel may reasonably
request.
3. Representations and Warranties
3.1 The Trust, on behalf of the Predecessor Fund, hereby represents and
warrants to the Successor Fund as follows:
(i) the Trust is duly organized, validly existing and in good standing
under the laws of the Commonwealth of Massachusetts and has full power and
authority to conduct its business as presently conducted;
(ii) the Trust has full power and authority to execute, deliver and
carry out the terms of this Agreement on behalf of the Predecessor Fund;
(iii) the execution and delivery of this Agreement on behalf of the
Predecessor Fund and the consummation of the transactions contemplated
hereby are duly authorized and no other proceedings on the part of the
Trust or the shareholders of the Predecessor Fund (other than as
contemplated in paragraph 4.1(vi)) are necessary to authorize this
Agreement and the transactions contemplated hereby;
(iv) this Agreement has been duly executed by the Trust on behalf of
the Predecessor Fund and constitutes its valid and binding obligation,
enforceable in accordance with its terms, subject to applicable bankruptcy,
reorganization, insolvency, moratorium and other rights affecting
creditors' rights generally, and general equitable principles;
(v) neither the execution and delivery of this Agreement by the Trust
on behalf of the Predecessor Fund, nor the consummation by the Trust on
behalf of the Predecessor Fund of the transactions contemplated hereby will
conflict with, result in a breach or violation of or constitute (or with
notice, lapse of time or both) a breach of or default under, the
Declaration of Trust or By-Laws of the Trust, as each may be amended, or
any statute, regulation, order, judgment or decree, or any instrument,
contract or other agreement to which the Trust is a party or by which the
Trust or any of its assets is subject or bound; and
(vi) no authorization, consent or approval of any governmental or
other public body or authority or any other party is necessary for the
execution and delivery of this Agreement by the Trust on behalf of the
Predecessor Fund or the consummation of any transactions contemplated
hereby by the Trust, other than as shall be obtained at or prior to the
Closing.
A-2
3.2 The Trust, on behalf of the Successor Fund, hereby represents and
warrants to the Predecessor Fund as follows:
(i) The Trust is duly organized, validly existing and in good standing
under the laws of the Commonwealth of Massachusetts and has full power and
authority to conduct its business as presently conducted;
(ii) the Trust has full power and authority to execute, deliver and
carry out the terms of this Agreement on behalf of the Successor Fund;
(iii) the execution and delivery of this Agreement on behalf of the
Successor Fund and the consummation of the transactions contemplated hereby
are duly authorized and no other proceedings on the part of the Trust or
the shareholders of the Successor Fund are necessary to authorize this
Agreement and the transactions contemplated hereby;
(iv) this Agreement has been duly executed by the Trust on behalf of
the Successor Fund and constitutes its valid and binding obligation,
enforceable in accordance with its terms, subject to applicable bankruptcy,
reorganization, insolvency, moratorium and other rights affecting
creditors' rights generally, and general equitable principles;
(v) neither the execution and delivery of this Agreement by the Trust
on behalf of the Successor Fund, nor the consummation by the Trust on
behalf of the Successor Fund of the transactions contemplated hereby will
conflict with, result in a breach or violation of or constitute (or with
notice, lapse of time or both constitute) a breach of or default under, the
Declaration of Trust or By-Laws of the Trust, as each may be amended, or
any statute, regulation, order, judgment or decree, or any instrument,
contract or other agreement to which the Trust is a party or by which the
Trust or any of its assets is subject or bound; and
(vi) no authorization, consent or approval of any governmental or
other public body or authority or any other party is necessary for the
execution and delivery of this Agreement by the Trust on behalf of the
Successor Fund or the consummation of any transactions contemplated hereby
by the Trust, other than as shall be obtained at or prior to the Closing.
4. Conditions Precedent
4.1 The obligations of the Trust on behalf of each of the Predecessor Fund
and the Successor Fund to effectuate the Reorganization shall be subject to the
satisfaction of the following conditions:
(i) The Trust shall have filed with the Securities and Exchange
Commission (the "Commission") a registration statement on Form N-14 under
the Securities Act of 1933, as amended (the "Securities Act") and such
amendment or amendments thereto as are determined by the Board of Trustees
of the Trust to be necessary and appropriate to effect the registration of
the New Shares (the "Registration Statement"), and the Registration
Statement shall have become effective, and no stop-order suspending the
effectiveness of the Registration Statement shall have been issued, and no
proceeding for that purpose shall have been initiated or threatened by the
Commission (and not withdrawn or terminated);
(ii) The applicable New Shares shall have been duly qualified for
offering to the public in all states in which such qualification is
required for consummation of the transactions contemplated hereunder;
(iii) All representations and warranties of the Trust on behalf of the
Predecessor Fund contained in this Agreement shall be true and correct in
all material respects as of the date hereof and as of the Closing, with the
same force and effect as if then made, and the Trust on behalf of the
Successor Fund shall have received a certificate of an officer of the Trust
acting on behalf of the Predecessor Fund to that effect in form and
substance reasonably satisfactory to the Trust on behalf of the Successor
Fund;
(iv) All representations and warranties of the Trust on behalf of the
Successor Fund contained in this Agreement shall be true and correct in all
material respects as of the date hereof and as of the Closing, with the
same force and effect as if then made, and the Trust on behalf of the
Predecessor Fund shall have received a certificate of an officer of the
Trust acting on behalf of the Successor Fund to that effect in form and
substance reasonably satisfactory to the Trust on behalf of the Predecessor
Fund;
A-3
(v) The Trust on behalf of each of the Predecessor Fund and the
Successor Fund shall have received an opinion from Goodwin Procter LLP
regarding certain tax matters in connection with the Reorganization.
5. Expenses
All of the expenses and costs of the Reorganization and the transactions
contemplated thereby shall be borne by Janus Capital.
6. Entire Agreement
The Trust agrees on behalf of each of the Predecessor Fund and the
Successor Fund that this Agreement constitutes the entire agreement between the
parties.
7. Termination
This Agreement and the transactions contemplated hereby may be terminated
and abandoned by resolution of the Board of Trustees of the Trust, at any time
prior to the Closing Date, if circumstances should develop that, in the opinion
of the Board, make proceeding with the Agreement inadvisable.
8. Amendments
This agreement may be amended, modified or supplemented in such manner as
may be mutually agreed upon in writing by the parties.
9. Notices
Any notice, report, statement or demand required or permitted by any
provisions of this Agreement shall be in writing and shall be given by prepaid
telegraph, telecopy or certified mail addressed to the parties hereto at their
principal place of business.
10. Headings; Counterparts; Governing Law; Assignment; Limitation of Liability
10.1 The Article and paragraph headings contained in this Agreement are
for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
10.2 This Agreement may be executed in any number of counterparts each of
which shall be deemed an original.
10.3 This Agreement shall be governed by and construed in accordance with
the laws of the Commonwealth of Massachusetts.
10.4 This Agreement shall bind and inure to the benefit of the parties
hereto and their respective successors and assigns, but no assignment or
transfer hereof or of any rights or obligations hereunder shall be made by any
party without the written consent of the other party. Nothing herein expressed
or implied is intended or shall be construed to confer upon or give any person,
firm or corporation, other than the parties hereto and their respective
successors and assigns, any rights or remedies under or by reason of this
Agreement.
10.5 It is expressly agreed that the obligations of the Trust hereunder
shall not be binding upon any of the trustees, shareholders, nominees, officers,
agents or employees of the Trust personally, but shall bind only the trust
property of the Trust, as provided in the Declaration of Trust of the Trust. The
execution and delivery by such officers of the Trust shall not be deemed to have
been made by any of them individually or to impose any liability on any of them
personally, but shall bind only the trust property of the Trust as provided in
the Declaration of Trust of the Trust. The Trust is a series company with
twenty-six series and has entered into this Agreement on behalf of the
Predecessor Fund and the Successor Fund.
10.6 The sole remedy of a party hereto for a breach of any representation
or warranty made in this Agreement by the other party shall be an election by
the non-breaching party not to complete the transactions contemplated herein.
A-4
IN WITNESS WHEREOF, the undersigned has caused this Agreement to be
executed as of the date set forth above.
<Table>
ATTEST JANUS INVESTMENT FUND, on behalf of its
separate series, Janus Fund
For and on behalf of Janus Fund
Name: By:
- -------------------------------------------- --------------------------------------------
Secretary Name:
Title:
ATTEST JANUS INVESTMENT FUND, on behalf of its
separate series, Janus Fund 2
For and on behalf of Janus Fund 2
Name: By:
- -------------------------------------------- --------------------------------------------
Secretary Name:
Title:
</Table>
A-5
PART B
STATEMENT OF ADDITIONAL INFORMATION
Acquisition of the Assets of
JANUS FUND 2
a series of
Janus Investment Fund
100 Fillmore Street
Denver, Colorado 80206-4928
By and in Exchange for Shares of
JANUS FUND
a series of
Janus Investment Fund
100 Fillmore Street
Denver, Colorado 80206-4928
This Statement of Additional Information, relating specifically to the
proposed transfer of all or substantially all of the assets and all the
liabilities of Janus Fund 2, a series of Janus Investment Fund, to Janus Fund, a
series of Janus Investment Fund, in exchange for shares of Janus Fund, consists
of this cover page and the following described documents, each of which is
attached hereto and incorporated by reference herein:
(1) the Statement of Additional Information of Janus Investment Fund
with respect to several of its closed funds, including Janus Fund, dated
February 25, 2002;
(2) the Statement of Additional Information of Janus Investment Fund
with respect to several of its open funds, including Janus Fund 2, dated
February 25, 2002;
(3) the Annual Report of Janus Fund for the year ended October 31,
2002; and
(4) the Annual Report of Janus Fund 2 for the year ended October 31,
2002.
This Statement of Additional Information, which is not a prospectus,
supplements and should be read in conjunction with the Prospectus/Information
Statement dated January , 2003. A copy of the Prospectus/ Information
Statement may be obtained without charge by contacting Janus Capital Management
LLC ("Janus"), at 100 Fillmore Street, Denver, Colorado 80206-4928 or by
telephoning Janus toll free at 1-800-525-3713.
The date of this Statement of Additional Information is January , 2003.
B-1
STATEMENT OF ADDITIONAL INFORMATION
TABLE OF CONTENTS
<Table>
<Caption>
PAGE
----
Additional Information About Janus Fund and Janus Fund 2.... B-2
Financial Statements........................................ B-2
</Table>
ADDITIONAL INFORMATION ABOUT JANUS FUND AND JANUS FUND 2
This Statement of Additional Information is accompanied by the following
documents which contain additional information about Janus Fund and Janus Fund 2
and which are incorporated by reference herein:
1. The Statement of Additional Information dated February 25, 2002 of
Janus Investment Fund with respect to several of its closed funds,
including Janus Fund, as filed with the Securities and Exchange Commission
on February 25, 2002 (Registration No. 002-34393, EDGAR accession number
0000277751-02-000049);
2. The Statement of Additional Information dated February 25, 2002 of
Janus Investment Fund with respect to several of its open funds, including
Janus Fund 2, as filed with the Securities and Exchange Commission on
February 25, 2002 (Registration No. 002-34393, EDGAR accession number
0000277751-02-000050);
3. The Supplement, dated April 3, 2002, to the Statement of Additional
Information dated February 25, 2002 of Janus Investment Fund, as filed with
the Securities and Exchange Commission on April 3, 2002 (Registration No.
002-34393, EDGAR accession number 0000277751-02-000070); and
4. The Supplement, dated May 13, 2002, to the Statement of Additional
Information dated February 25, 2002 of Janus Investment Fund, as filed with
the Securities and Exchange Commission on May 13, 2002 (Registration No.
002-34393, EDGAR accession number 0000277751-02-000083).
FINANCIAL STATEMENTS
Historical financial information regarding Janus Fund and Janus Fund 2 is
included in the following documents which accompany this Statement of Additional
Information and which are incorporated by reference herein:
1. The Statement of Additional Information dated February 25, 2002 of
Janus Investment Fund, as filed with the Securities and Exchange Commission
on February 25, 2002 (Registration No. 002-34393, EDGAR accession number
0000277751-02-000049); and
2. The Statement of Additional Information dated February 25, 2002 of
Janus Investment Fund, as filed with the Securities and Exchange Commission
on February 25, 2002 (Registration No. 002-34393, EDGAR accession number
0000277751-02-000050).
No pro forma combined financial statements have been included because as of
December 12, 2002, the net asset value of Janus Fund 2 was less than ten percent
of the net asset value of Janus Fund.
MISCELLANEOUS
AVAILABLE INFORMATION
The Trust and each series thereof are subject to the informational
requirements of the Securities Exchange Act of 1934 and the Investment Company
Act of 1940 and in accordance therewith files reports, proxy material and other
information with the SEC. Such reports, proxy material and other information can
be inspected and copied at the Public Reference Facilities maintained by the SEC
at 450 Fifth Street, N.W., Washington, D.C.
B-2
20549. Copies of such material also can be obtained at prescribed rates from the
Public Reference Branch, Office of Consumer Affairs and Information Services,
Securities and Exchange Commission, 450 Fifth Street, N.W., Washington, D.C.
20549.
LEGAL MATTERS
Certain legal matters in connection with the issuance of Janus Fund shares
as part of the Reorganization will be passed upon by Goodwin Procter LLP,
counsel to the Trust.
EXPERTS
The audited financial statements of Janus Fund and Janus Fund 2,
incorporated by reference in the Statement of Additional Information, have been
audited by PricewaterhouseCoopers LLP, independent accountants, to the extent
indicated in their reports thereon which are included in the Annual Reports to
shareholders of Janus Fund and Janus Fund 2 for the fiscal year ended October
31, 2002. The financial statements of Janus Fund and Janus Fund 2 audited by
PricewaterhouseCoopers LLP have been incorporated by reference in the Statement
of Additional Information in reliance on their reports given on their authority
as experts in auditing and accounting.
B-3
PART C
OTHER INFORMATION
ITEM 15. INDEMNIFICATION
Article VI of Janus Investment Fund's Amended and Restated Agreement and
Declaration of Trust provides for indemnification of certain persons acting on
behalf of the Funds. In general, Trustees and officers will be indemnified
against liability and against all expenses of litigation incurred by them in
connection with any claim, action, suit or proceeding (or settlement of the
same) in which they become involved by virtue of their Fund office, unless their
conduct is determined to constitute willful misfeasance, bad faith, gross
negligence or reckless disregard of their duties. A determination that a person
covered by the indemnification provisions is entitled to indemnification may be
made by the court or other body before which the proceeding is brought, or by
either a vote of a majority of a quorum of Trustees who are neither "interested
persons" of the Trust nor parties to the proceeding or by an independent legal
counsel in a written opinion. The Funds also may advance money for these
expenses, provided that the Trustee or officer undertakes to repay the Funds if
his conduct is later determined to preclude indemnification, and that either he
provide security for the undertaking, the Trust be insured against losses
resulting from lawful advances or a majority of a quorum of disinterested
Trustees, or independent counsel in a written opinion, determines that he
ultimately will be found to be entitled to indemnification. The Trust also
maintains a liability insurance policy covering its Trustees and officers.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to trustees, officers and controlling persons of the
Registrant pursuant to the Registrant's Agreement and Declaration of the Trust
or otherwise, the Registrant has been advised that, in the opinion of the
Securities and Exchange Commission, such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a trustee, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such trustee, officer or controlling person
in connection with the securities being registered, then the Registrant will,
unless in the opinion of its counsel the matter has been settled by a
controlling precedent, submit to a court of appropriate jurisdiction the
question of whether indemnification by it is against public policy as expressed
in the Act and will be governed by the final adjudication of such issue.
ITEM 16. EXHIBITS
<Table>
<Caption>
EXHIBIT
NUMBER EXHIBIT TITLE
- ------- -------------
1(a) Agreement and Declaration of Trust dated February 11, 1986,
is incorporated herein by reference to Exhibit 1(a) to
Post-Effective Amendment No. 79 to the Registration
Statement on Form N-1A, filed on December 18, 1996 (File No.
2-34393).
1(b) Form of Amendment to Registrant's Agreement and Declaration
of Trust is incorporated herein by reference to Exhibit 1(s)
to Post-Effective Amendment No. 75 to the Registration
Statement on Form N-1A, filed on September 11, 1996 (File
No. 2-34393).
1(c) Form of Amendment to the Registrant's Agreement and
Declaration of Trust is incorporated herein by reference to
Exhibit 1(n) to Post-Effective Amendment No. 81 to the
Registration Statement on Form N-1A, filed on June 26, 1997
(File No. 2-34393).
1(d) Amendment to Registrant's Agreement and Declaration of
Trust, dated October 18, 2001, is incorporated herein by
reference to Exhibit 1(bb) to Post-Effective Amendment No.
102 to the Registration Statement on Form N-1A, filed on
December 21, 2001 (File No. 2-34393).
1(e) Amended and Restated Agreement and Declaration of Trust,
dated January 31, 2002, is incorporated herein by reference
to Exhibit 1(cc) to Post Effective Amendment No. 103 to the
Registration Statement on Form N-1A, filed on February 22,
2002 (File No. 2-34293).
</Table>
C-1
<Table>
<Caption>
EXHIBIT
NUMBER EXHIBIT TITLE
- ------- -------------
1(f) Certificate of Establishment and Designation for Janus Fund
2 is incorporated herein by reference to Exhibit 1(y) to
Post-Effective Amendment No. 95 to the Registration
Statement on Form N-1A, filed on September 13, 2000 (File
No. 2-34393).
2(a) Restated Bylaws are incorporated herein by reference to
Exhibit 2(a) to Post-Effective Amendment No. 71 to the
Registration Statement on Form N-1A, filed on December 20,
1995 (File No. 2-34393).
2(b) First Amendment to the Bylaws is incorporated herein by
reference to Exhibit 2(b) to Post-Effective Amendment No. 71
to the Registration Statement on Form N-1A, filed on
December 20, 1995 (File No. 2-34393).
2(c) Second Amendment to the Bylaws is incorporated herein by
Reference to Exhibit 2(c) to Post-Effective Amendment No. 96
to the Registration Statement on Form N-1A, filed on
December 18, 2000 (File No. 2-34393).
3 Not applicable.
4 Agreement and Plan of Reorganization, dated December 10,
2002.*
5 Not applicable.
6(a) Investment Advisory Agreement for Janus Fund dated July 1,
1997, is incorporated herein by reference to Exhibit 5(a) to
Post-Effective Amendment No. 83 to the Registration
Statement on Form N-1A, filed on December 15, 1997 (File No.
2-34393).
6(b) Amendment dated January 31, 2000 to the Investment Advisory
Agreement for Janus Fund dated July 1, 1997, is incorporated
herein by reference to Exhibit 4(q) to Post-Effective
Amendment No. 90 to the Registration Statement on Form N-1A,
filed on January 31, 2000 (File No. 2-34393).
6(c) Form of Investment Advisory Agreement for Janus Fund 2 is
incorporated herein by reference to Exhibit 4(gg) to
Post-Effective Amendment No. 95 to the Registration
Statement on Form N-1A, filed on September 13, 2000 (File
No. 2-34393).
7(a) Distribution Agreement between Janus Investment Fund and
Janus Distributors LLC, dated June 18, 2002, is incorporated
herein by reference to Exhibit 5(b) to Post-Effective
Amendment No. 105, filed on December 13, 2002 (File No.
2-34393).
7(b) Distribution Agreement between Janus Investment Fund and
Janus Distributors, Inc., dated July 1, 1997, is
incorporated herein by reference to Exhibit 6 to
Post-Effective Amendment No. 83 to the Registration
Statement on Form N-1A, filed on December 15, 1997 (File No.
2-34393).
8 Not applicable.
9(a) Custodian Contract between Janus Investment Fund and State
Street Bank and Trust Company is incorporated herein by
reference to Exhibit 8(a) to Post-Effective Amendment No. 79
to the Registration Statement on Form N-1A, filed on
December 18, 1996 (File No. 2-34393).
9(b) Amendment dated April 25, 1990, of State Street Bank and
Trust Company Custodian Contract is incorporated herein by
reference to Exhibit 8(b) to Post-Effective Amendment No. 79
to the Registration Statement on Form N-1A, filed on
December 18, 1996 (File No. 2-34393).
9(c) Letter Agreement dated February 1, 1991, regarding State
Street Bank and Trust Company Custodian Contract is
incorporated herein by reference to Exhibit 8(c) to
Post-Effective Amendment No. 79 to the Registration
Statement on Form N-1A, filed on December 18, 1996 (File No.
2-34393)
9(d) Letter Agreement dated October 9, 1992, regarding State
Street Bank and Trust Company Custodian Agreement is
incorporated herein by reference to Exhibit 8(e) to
Post-Effective Amendment No. 81 to the Registration
Statement on Form N-1A, filed on June 26, 1997 (File No.
2-34393).
9(e) Letter Agreement dated April 28, 1993, regarding State
Street Bank and Trust Company Custodian Agreement is
incorporated herein by reference to Exhibit 8(f) to
Post-Effective Amendment No. 81 to the Registration
Statement on Form N-1A, filed on June 26, 1997 (File No.
2-34393).
</Table>
C-2
<Table>
<Caption>
EXHIBIT
NUMBER EXHIBIT TITLE
- ------- -------------
9(f) Letter Agreement dated April 4, 1994, regarding State Street
Bank and Trust Company Custodian Agreement is incorporated
herein by reference to Exhibit 8(g) to Post-Effective
Amendment No. 81 to the Registration Statement on Form N-1A,
filed on June 26, 1997 (File No. 2-34393).
9(g) Letter Agreement dated December 12, 1995, regarding State
Street Bank and Trust Company Custodian is incorporated
herein by reference to Exhibit 8(i) to Post-Effective
Amendment No. 72 to the Registration Statement on Form N-1A,
filed on March 15, 1996 (File No. 2-34393).
9(h) Amendment dated October 11, 1995, of State Street Bank and
Trust Company Custodian is incorporated herein by reference
to Exhibit 8(j) to Post-Effective Amendment No. 71 to the
Registration Statement on Form N-1A, filed on December 20,
1995 (File No. 2-34393).
9(i) Form of Amendment dated September 10, 1996, of State Street
Bank and Trust Company Custodian is incorporated herein by
reference to Exhibit 8(k) to Post-Effective Amendment No. 75
to the Registration Statement on Form N-1A, filed on
September 11, 1996 (File No. 2-34393).
9(j) Letter Agreement dated September 10, 1996, regarding State
Street Bank and Trust Company Custodian is incorporated
herein by reference to Exhibit 8(l) to Post-Effective
Amendment No. 75 to the Registration Statement on Form N-1A,
filed on September 11, 1996 (File No. 2-34393).
9(k) Form of Subcustodian Contract between United Missouri Bank,
N.A., and State Street Bank and Trust Company is
incorporated herein by reference to Exhibit 8(m) to
Post-Effective Amendment No. 75 to the Registration
Statement on Form N-1A, filed on September 11, 1996 (File
No. 2-34393).
9(l) Form of Letter Agreement dated September 9, 1997, regarding
State Street Bank and Trust Company Custodian Contract is
incorporated herein by reference to Exhibit 8(n) to
Post-Effective Amendment No. 82 to the Registration
Statement on Form N-1A, filed on September 16, 1997 (File
No. 2-34393).
9(m) Form of Letter Agreement dated September 14, 1998, regarding
State Street Bank and Trust Company Custodian is
incorporated herein by reference to Exhibit 7(o) to
Post-Effective Amendment No. 85 to the Registration
Statement on Form N-1A, filed on September 10, 1998 (File
No. 2-34393).
9(n) Letter Agreement dated September 14, 1999, regarding State
Street Custodian Contract is incorporated herein by
reference to Exhibit 7(p) to Post-Effective Amendment No. 88
to the Registration Statement on Form N-1A, filed on
November 15, 1999 (File No. 2-34393).
9(o) Form of Letter Agreement dated April 3, 2000, regarding
State Street Custodian Contract is incorporated herein by
reference to Exhibit 7(r) to Post-Effective Amendment No. 92
to the Registration Statement on Form N-1A, filed on March
17, 2000 (File No. 2-34393).
9(p) Form of Letter Agreement dated September 26, 2000, regarding
State Street Custodian Contract is incorporated herein by
reference to Exhibit 7(s) to Post-Effective Amendment No. 95
to the Registration Statement on Form N-1A, filed on
September 13, 2000 (File No. 2-34393).
9(q) Amendment to State Street Bank and Trust Company Custodian
Contract dated April 10, 2000 is incorporated herein by
reference to Exhibit 7(t) to Post-Effective Amendment No. 96
to the Registration Statement on Form N-1A, filed on
December 18, 2000 (File No. 2-34393).
9(r) Foreign Custody Amendment to State Street Bank and Trust
Company Custodian Contract dated December 5, 2000 is
incorporated herein by reference to Exhibit 7(u) to
Post-Effective Amendment No. 96 to the Registration
Statement on Form N-1A, filed on December 18, 2000 (File No.
2-34393).
9(s) Foreign Custody Manager Addendum to Global Custodial
Services Agreement dated December 5, 2000 is incorporated
herein by reference to Exhibit 7(v) to Post-Effective
Amendment No. 96 to the Registration Statement on Form N-1A,
filed on December 18, 2000 (File No. 2-34393).
9(t) Form of Amendment to State Street Bank and Trust Company
Custodian Contract dated December 5, 2000 is incorporated
herein by reference to Exhibit 7(w) to Post-Effective
Amendment No. 96 to the Registration Statement on Form N-1A,
filed on December 18, 2000 (File No. 2-34393).
</Table>
C-3
<Table>
<Caption>
EXHIBIT
NUMBER EXHIBIT TITLE
- ------- -------------
9(u) Form of Amendment to State Street Bank and Trust Company
Custodian Contract dated December 5, 2000 is incorporated
herein by reference to Exhibit 7(x) to Post-Effective
Amendment No. 96 to the Registration Statement on Form N-1A,
filed on December 18, 2000 (File No. 2-34393).
9(v) Form of Letter Agreement dated June 29, 2001, regarding
State Street Bank and Trust Custodian Contract is
incorporated herein by reference to Exhibit 7(y) to
Post-Effective Amendment No. 98 to the Registration
Statement on Form N-1A, filed on March 15, 2001 (File No.
2-34393).
9(w) Form of Letter Agreement dated July 31, 2001 regarding State
Street Bank and Trust Custodian Contract is incorporated
herein by reference to Exhibit 7(z) to Post-Effective
Amendment No. 99 to the Registration Statement on Form N-1A,
filed on June 1, 2001 (File No. 2-34393).
9(x) Amendment to State Street Bank and Trust Company Custodian
Contract dated June 15, 2001 is incorporated herein by
reference to Exhibit 7(aa) to Post-Effective Amendment No.
100 to the Registration Statement on Form N-1A, filed on
July 31, 2001 (File No. 2-34393).
9(y) Amendment to State Street Bank and Trust Company Custodian
Contract dated June 21, 1988 is incorporated herein by
reference to Exhibit 7(bb) to Post-Effective Amendment No.
103, filed on February 22, 2002 (File No. 2-34393).
9(z) Form of Letter Agreement regarding Citibank, N.A. Custodian
Contract is incorporated herein by reference to Exhibit
7(cc) to Post-Effective Amendment No. 104, filed on February
28, 2002 (File No. 2-34393).
9(aa) Form of Amendment to Subcustodian Contract between Citibank,
N.A. and State Street Bank and Trust Company is incorporated
herein by reference to Exhibit 7(dd) to Post-Effective
Amendment No. 104, filed on February 28, 2002 (File No.
2-34393).
9(bb) Form of Letter Agreement dated February 28, 2003, regarding
State Street Bank and Trust Company Custodian Contract is
incorporated herein by reference to Exhibit 7(ee) to
Post-Effective Amendment No. 105, filed on December 13, 2002
(File No. 2-34393).
9(cc) Form of Letter Agreement dated March 21, 2003, regarding
State Street Bank and Trust Company Custodian Contract is
incorporated herein by reference to Exhibit 7(ff) to
Post-Effective Amendment No. 106, filed on January 3, 2003
(File No. 2-34393).
10 Not applicable.
11 Opinion of Goodwin Procter LLP with respect to shares of
Janus Fund is filed herewith as Exhibit 11.
12 Opinion of Goodwin Procter LLP with respect to tax matters
is filed herewith as Exhibit 12.
13(a) Letter Agreement dated December 21, 1995, regarding Janus
Service Corporation Transfer Agency Agreement is
incorporated herein by reference to Exhibit 9(f) to
Post-Effective Amendment No. 72 to the Registration
Statement on Form N-1A, filed on March 15, 1996 (File No.
2-34393).
13(b) Letter Agreement dated May 21, 1996, regarding Janus Service
Corporation Transfer Agency Agreement is incorporated by
reference to Exhibit 9(g) to Post-Effective Amendment No. 73
to the Registration Statement on Form N-1A, filed on May 28,
1996 (File No. 2-34393).
13(c) Letter Agreement dated September 10, 1996, regarding Janus
Service Corporation Transfer Agency Agreement is
incorporated herein by reference to Exhibit 9(i) to
Post-Effective Amendment No. 76 to the Registration
Statement on Form N-1A, filed on September 23, 1996 (File
No. 2-34393).
13(d) Letter Agreement dated September 9, 1997, regarding Janus
Service Corporation Transfer Agency Agreement is
incorporated herein by reference to Exhibit 9(j) to
Post-Effective Amendment No. 82 to the Registration
Statement on Form N-1A, filed on September 16, 1997 (File
No. 2-34393).
13(e) Form of Letter Agreement dated September 14, 1998, regarding
Janus Service Corporation Transfer Agency Agreement is
incorporated herein by reference to Exhibit 8(k) to
Post-Effective Amendment No. 85 to the Registration
Statement on Form N-1A, filed on September 10, 1998 (File
No. 2-34393).
</Table>
C-4
<Table>
<Caption>
EXHIBIT
NUMBER EXHIBIT TITLE
- ------- -------------
13(f) Letter Agreement dated September 14, 1999, regarding Janus
Service Corporation Transfer Agency Agreement is
incorporated herein by reference to Exhibit 8(l) to
Post-Effective Amendment No. 88 to the Registration
Statement on Form N-1A, filed on November 15, 1999 (File No.
2-34393).
13(g) Form of Letter Agreement dated April 3, 2000, regarding
Janus Service Corporation Transfer Agency Agreement is
incorporated herein by reference to Exhibit 8(m) to
Post-Effective Amendment No. 92 to the Registration
Statement on Form N-1A, filed on March 17, 2000 (File No.
2-34393).
13(h) Form of Letter Agreement dated September 26, 2000, regarding
Janus Service Corporation Transfer Agency Agreement is
incorporated herein by reference to Exhibit 8(o) to
Post-Effective Amendment No. 96 to the Registration
Statement on Form N-1A, filed on December 18, 2000 (File No.
2-34393).
13(i) Letter Agreement dated March 13, 2001, regarding Janus
Service Corporation Transfer Agency Agreement is
incorporated herein by reference to Exhibit 8(p) to
Post-Effective Amendment No. 98 to the Registration
Statement on Form N-1A, filed on March 15, 2001 (File No.
2-34393).
13(j) Form of Letter Agreement dated July 1, 2001 regarding Janus
Service Corporation Transfer Agency Agreement is
incorporated herein by reference to Exhibit 8(q) to
Post-Effective Amendment No. 99 to the Registration
Statement on Form N-1A, filed on June 1, 2001 (File No.
2-34393).
13(k) Form of Letter Agreement dated July 31, 2001 regarding Janus
Service Corporation Transfer Agency Agreement is
incorporated herein by reference to Exhibit 8(r) to
Post-Effective Amendment No. 99, filed on June 1, 2001 (File
No. 2-34393).
13(l) Form of Letter Agreement regarding Janus Service Corporation
Transfer Agency Agreement is incorporated herein by
reference to Exhibit 8(s) to Post-Effective Amendment No.
104, filed on February 28, 2002 (File No. 2-34393).
13(m) Amended and Restated Transfer Agency Agreement dated June
18, 2002, between Janus Investment Fund and Janus Services
LLC is incorporated herein by reference to Exhibit 8(u) to
Post-Effective Amendment No. 105, filed on December 13, 2002
(File No. 2-34393).
13(n) Form of Letter Agreement regarding Janus Services LLC
Transfer Agency Agreement is incorporated herein by
reference to Exhibit 8(v) to Post-Effective Amendment No.
105, filed on December 13, 2002 (File No. 2-34393).
13(o) Form of Letter Agreement regarding Janus Services LLC
Transfer Agency Agreement is incorporated herein by
reference to Exhibit 8(w) to Post-Effective Amendment No.
106, filed on January 3, 2003 (File No. 2-34393).
14 Consent of PricewaterhouseCoopers LLP, independent
accountants, is filed herewith as Exhibit 14.
15 Not applicable.
16 Powers of Attorney for Thomas H. Bailey, William F.
McCalpin, John W. McCarter, Jr., Dennis B. Mullen, James T.
Rothe, William D. Stewart and Martin H. Waldinger.*
17 Not applicable.
</Table>
- ---------------
* Previously filed
ITEM 17. UNDERTAKINGS
(1) The undersigned registrant agrees that prior to any public reoffering
of the securities registered through the use of a prospectus which is a part of
this registration statement by any person or party who is deemed to be an
underwriter within the meaning of Rule 145(c) of the Securities Act, the
reoffering prospectus will contain the information called for by the applicable
registration form for reofferings by persons who may be deemed underwriters, in
addition to the information called for by the other items of the applicable
form.
C-5
(2) The undersigned registrant agrees that every prospectus that is filed
under paragraph (1) above will be filed as a part of an amendment to the
registration statement and will not be used until the amendment is effective,
and that, in determining any liability under the 1933 Act, each post-effective
amendment shall be deemed to be a new registration statement for the securities
offered therein, and the offering of the securities at that time shall be deemed
to be the initial bona fide offering of them.
C-6
SIGNATURES
As required by the Securities Act of 1933, this registration statement has
been signed on behalf of the registrant, in the City of Denver and State of
Colorado, on the 21st day of January, 2003.
JANUS INVESTMENT FUND
By: /s/ LOREN M. STARR
------------------------------------
Name: Loren M. Starr
Title: President and Chief
Executive Officer
Janus Investment Fund is organized under an Amended and Restated Agreement
and Declaration of Trust dated January 31, 2002, a copy of which is on file with
the Secretary of State of The Commonwealth of Massachusetts. The obligations of
the Registrant hereunder are not binding upon any of the Trustees, shareholders,
nominees, officers, agents or employees of the Registrant personally, but bind
only the trust property of the Registrant, as provided in the Agreement and
Declaration of Trust of the Registrant. The execution of this Amendment to the
Registration Statement has been authorized by the Trustees of the Registrant and
this Amendment to the Registration Statement has been signed by an authorized
officer of the Registrant, acting as such, and neither such authorization by
such Trustees nor such execution by such officer shall be deemed to have been
made by any of them personally, but shall bind only the trust property of the
Registrant as provided in its Declaration of Trust.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the date indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
/s/ LOREN M. STARR President and Chief Executive January 21, 2003
------------------------------------------------ Officer (Principal Executive
Loren M. Starr Officer)
/s/ ANITA E. FALICIA Vice President and Chief January 21, 2003
------------------------------------------------ Financial Officer (Principal
Anita E. Falicia Accounting Officer)
* Chairman and Trustee January 21, 2003
------------------------------------------------
Thomas H. Bailey
* Trustee January 21, 2003
------------------------------------------------
William F. McCalpin
* Trustee January 21, 2003
------------------------------------------------
John W. McCarter, Jr.
* Trustee January 21, 2003
------------------------------------------------
Dennis B. Mullen
* Trustee January 21, 2003
------------------------------------------------
James T. Rothe
</Table>
C-7
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* Trustee January 21, 2003
------------------------------------------------
William D. Stewart
* Trustee January 21, 2003
------------------------------------------------
Martin H. Waldinger
*By: /s/ THOMAS A. EARLY
-----------------------------------------
Thomas A. Early
Attorney-in-Fact
</Table>
C-8
INDEX TO EXHIBITS
<Table>
<Caption>
EXHIBIT
NUMBER EXHIBIT TITLE
- ------- -------------
4 Agreement and Plan of Reorganization, dated December 10,
2002.*
11 Opinion of Goodwin Procter LLP with respect to shares of
Janus Fund.
12 Opinion of Goodwin Procter LLP with respect to tax matters.
14 Consent of PricewaterhouseCoopers LLP, independent
accountants.
16 Powers of Attorney for Thomas H. Bailey, William F.
McCalpin, John W. McCarter, Jr., Dennis B. Mullen, James T.
Rothe, William D. Stewart and Martin H. Waldinger.*
</Table>
- ---------------
* Previously filed.