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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY
RULE 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] Soliciting Material Pursuant to Section 240.14a-12
JANUS INVESTMENT FUND
File Nos. 2-34393 and 811-1879
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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PERSONS WHO POTENTIALLY ARE TO RESPOND TO THE COLLECTION OF INFORMATION
CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A
CURRENTLY VALID OMB CONTROL NUMBER.
SEC 1913 (05-05)
Subject Line: Janus Product Update
Dear [insert client name]
I want to keep you up to date on two initiatives Janus has undertaken in recent
filings with the SEC. Specifically, there are two important product enhancements
that we believe will be of interest to you and your clients.
THE BOARD OF TRUSTEES OF THE JANUS FUNDS HAS PROPOSED ADDING A PERFORMANCE-BASED
FEE TO SEVERAL FUNDS
o To further align the interests of Janus as investment adviser with those of
fund shareholders, the Trustees have proposed performance-based management
fees for thirteen mutual funds available through Janus Investment Fund,
Janus Adviser Series, and Janus Aspen Series (the "Trusts").
o The proposal would change fees from a fixed-rate to a rate that adjusts
upward or downward based on each fund's performance relative to its primary
benchmark.
o The performance-based fees have been approved by Janus' independent fund
trustees and are subject to approval by fund shareholders via an upcoming
proxy. Please see the attached Q&A for more details.
JANUS WILL SOON INTRODUCE INSTITUTIONAL SHARES WITHIN JANUS ADVISER SERIES*:
o The new share class will be priced like a true Institutional product and
will be used primarily on fee-based advisory platforms, corporate-sponsored
401k plans and by private clients, foundations and endowments.
o The new share class will be named "I Shares" to coincide with industry
practice. This will necessitate a name change of our current I Shares to "S
Shares" (Service Shares). The new share class and redesignated Class S
Shares will become effective on or about November 28, 2005 concurrent with
the Janus Adviser Series annual prospectus update. Please see the attached
memo for more details.
Janus plans to file a definitive proxy statement with the Securities and
Exchange Commission (the "SEC") on behalf of the Trusts. INVESTORS ARE ADVISED
TO READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE, BECAUSE IT WILL CONTAIN
IMPORTANT INFORMATION. Investors may obtain a free copy of the proxy statement
(when available) and other documents filed by Janus with the SEC at the SEC's
website at http://www.sec.gov. Free copies of the proxy statement, once
available, may also be obtained from Janus at www.janus.com.
Information concerning persons who may be considered participants in the
solicitation of the funds' shareholders is set forth in the Preliminary Proxy
Statement on Schedule 14A filed by the Trusts with the SEC on September 22, 2005
and available at the SEC's website at http://www.sec.gov.
If you have any questions, please call 1-877-33JANUS (52687). Thank you for your
continued support and trust in Janus.
Best Regards,
[insert sales person name]
PLEASE CONSIDER THE CHARGES, RISKS, EXPENSES AND INVESTMENT OBJECTIVES CAREFULLY
BEFORE INVESTING OR RECOMMENDING TO CLIENTS FOR INVESTMENT. FOR A PROSPECTUS
CONTAINING THIS AND OTHER INFORMATION, PLEASE CALL JANUS AT 1-877-33JANUS. READ
IT CAREFULLY BEFORE YOU OR YOUR CLIENTS INVEST OR SEND MONEY.
*The information in the prospectus is not complete and may be changed. The
securities may not be sold until the registration statement filed with the
Securities Exchange Commission is effective. The prospectus is not an offer to
sell these securities and is not soliciting an offer to buy these securities in
any state where the offer is not permitted.
FOR INSTITUTIONAL INVESTOR USE ONLY / NOT FOR PUBLIC VIEWING OR DISTRIBUTION
Funds distributed by Janus Distributors LLC (09/05)
C-0905-152 1-15-06 101-07-788 09-05
Janus plans to file a definitive proxy statement with the Securities and
Exchange Commission (the "SEC") on behalf of the Trusts. INVESTORS ARE ADVISED
TO READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE, BECAUSE IT WILL CONTAIN
IMPORTANT INFORMATION. Investors may obtain a free copy of the proxy statement
(when available) and other documents filed by Janus with the SEC at the SEC's
website at http://www.sec.gov. Free copies of the proxy statement, once
available, may also be obtained from Janus at www.janus.com.
Information concerning persons who may be considered participants in the
solicitation of the funds' shareholders is set forth in the Preliminary Proxy
Statement on Schedule 14A filed by the Trusts with the SEC on September 22, 2005
and available at the SEC's website at http://www.sec.gov.
JANUS' PERFORMANCE FEE PROPOSAL
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WHAT WE'RE
PROPOSING: An upcoming proxy will propose the addition of a
performance-based management fee to thirteen Janus
funds. Under the proposal, nearly $20B in Janus assets
under management will be subject to performance-based
fees (as of June 30, 2005).
Shareholders will have an opportunity to vote on the
proposals at or (by proxy) before the special meeting
of shareholders scheduled for November 22, 2005.
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KEY BENEFITS FOR The performance fee plan is intended to further align
SHAREHOLDERS: Janus' interests with the interests of its fund
shareholders.
For example, during strong performance periods,
shareholders may experience solid gains while Janus
may earn a slightly higher management fee for
delivering those returns. Conversely, when performance
is below the benchmark for a particular period, a
shareholder may pay lower fees than it otherwise would
have without a performance fee.
Overall, the proposal reflects our commitment to
shareholders as well as the high confidence Janus has
in its investment processes and ability to deliver
long-term performance.
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<Table>
<Caption>
FUNDS INCLUDED
IN THE PROPOSAL FUND/PORTFOLIO BENCHMARK PERFORMANCE CURRENT PROPOSED
AND OTHER INCENTIVE CAP MANAGEMENT MANAGEMENT FEE
DETAILS: FEE RANGE
-------------------------------------- ------------ ----------- ---------- --------------
Janus Worldwide Fund MSCI World +/- 600 bps 0.60% 0.45% to 0.75%
Janus Adviser Worldwide Fund
Janus Aspen Worldwide Growth Portfolio
Janus Mercury Fund Russell 1000 +/- 500 bps 0.64% 0.49% to 0.79%
Growth
Janus Contrarian Fund S&P 500 +/- 700 bps 0.64% 0.49% to 0.79%
Janus Adviser Contrarian Fund
Janus Adv. Risk-Managed Core Fund S&P 500 +/- 400bps 0.50% 0.35% to 0.65%
Janus Risk-Managed Stock Fund
Janus Aspen Risk-Managed Core Port.
Janus Mid Cap Value Fund Russell +/- 400 bps 0.64% 0.49% to 0.79%
Janus Adviser Mid Cap Value Fund MidCap Value
Janus Aspen Mid Cap Value Fund
Janus Research Fund Russell 1000 +/- 600 bps 0.64% 0.49% to 0.79%
</Table>
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PERFORMANCE FEE The performance-based management fee for each fund
CALCULATION will vary within a band of plus or minus 0.15% from
CRITERIA: its current base management fee. The extent to which
the fee varies within that range will depend upon how
the portfolio performs relative to risk and return
targets set on a fund-by-fund basis. The performance
incentive caps represent the maximum
under/outperformance that will count toward fee
adjustments.
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Performance fee plans will be tied to each funds'
primary benchmark and calculated on a cumulative
basis, commencing January 1, 2006 with the performance
adjustment effective January 1, 2007.
After the 36-month phase-in period, monthly
performance fee calculations will be based on the
prior rolling 36-month period.
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EXAMPLE The base management fee on Janus Mercury Fund is 64
SCENARIO: basis points or 0.64%. If the Janus Mercury Fund
outperforms the Russell 1000 Growth Index, its
benchmark, by a cumulative 5% (500 bps Performance
Incentive Cap) over the fee calculation period, the
management fee would be 0.79%. Conversely, if Janus
Mercury Fund underperforms the Russell 1000 Growth
Index by 5% over the three-year period, the management
fee would be 0.49%.
In the above scenario, a shareholder would have earned
approximately $500 on a hypothetical $10,000
investment, while Janus would have earned an
additional $15. If the fund underperformed by the same
amount, shareholders would still earn $500 less on his
or her investment, but would pay $15 less than he or
she otherwise would have in the absence of
performance-based fees.
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WHY DID JANUS
SELECT THESE Both Janus' trustees and Janus sought to apply the
FUNDS AND NOT ALL performance fee structure to funds from a wide variety
OF THEM? of investment styles. The funds above represent this
variety. We will continue to evaluate the performance
fee plan and whether it is appropriate for other
funds.
================================================================================
HOW DOES JANUS' Performance-based fees are relatively uncommon in the
PERFORMANCE FEE mutual fund industry. Of the few companies who have
PLAN COMPARE TO adopted them, most performance incentive fees range
OTHERS IN THE from approximately 8% to 42% of the base management
INDUSTRY? fee (average = 26.8%).
Janus' proposal calls for performance fee incentives
between 23% and 30% of its current base management
fees.
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WHEN WILL I We expect to mail complete proxy materials outlining
RECEIVE MORE this and a few other proposals during the week of
INFO? October 10, 2005. Shareholders will have until
November 22 to vote via proxy or may attend the
meeting on November 22 and vote in person.
PRELIMINARY TIMELINE:
OCTOBER 3*: Definitive proxy filed with the SEC
OCTOBER 10*: Client/Shareholder proxy notifications
printed mailed
NOVEMBER 22, 2005: Shareholder meeting (all votes in)
If approved:
January 1, 2006: Investment management contracts are
amended. Performance after this date counts toward
performance-based fee calculation.
January 1. 2007: First month in which advisory fees
will be adjusted upward/downward under the new
contract.
January 1, 2009: Full 36-month rolling period in
effect for future performance fee calculations.
*Dates are subject to change
================================================================================
Please consider the charges, risks, expenses and investment objectives carefully
before investing. For a prospectus containing this and other information, please
call Janus at 1-877-33JANUS or download the file from janus.com. Read it
carefully before you invest or send money.
The rates of return are hypothetical and do not represent the returns of any
particular investment.
A Fund's performance may be affected by risks that include those associated with
non-diversification, investments in foreign securities, non-investment grade
debt securities, undervalued companies or companies with a relatively small
market capitalization. Please see a Janus prospectus for more detailed
information.
The Fund's portfolio may differ significantly from the securities held in the
index. The index is not available for direct investment; therefore its
performance does not reflect the expenses associated with the active management
of an actual portfolio.
The Morgan Stanley Capital International World Index is a market capitalization
weighted index composed of companies representative of the market structure of
23 Developed Market countries in North America, Europe and the Asia/Pacific
Region.
The Russell 1000 Growth Index measures the performance of those Russell 1000
companies with higher price-to-book ratios and higher forecasted growth values.
The Russell Midcap Value Index measures the performance of those Russell Midcap
companies with lower price-to-book ratios and lower forecasted growth rates.
The S&P 500 Index is the Standard & Poor's composite index of 500 stocks, a
widely recognized, unmanaged index of common stock prices.
Funds distributed by Janus Distributors LLC (09/05)
C-0905-146 1-15-06 101-15-035 09-05