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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 Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-12
JANUS INVESTMENT FUND
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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)(1) 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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For shareholders of: (JANUS LOGO)
Janus Money Market Fund
Janus Government Money Market Fund
____________, 2006
Dear Shareholder:
The Board of Trustees for your Fund recently approved a reorganization
of the Institutional Shares and Services Shares of the above-referenced money
market funds (each a "Fund" and, together, the "Funds"). The purpose of this
reorganization, which requires shareholder approval, is to exchange the Funds'
Institutional Shares and Services Shares out of Janus Capital Management LLC's
("Janus Capital") retail fund investor structure and into the corresponding
series of a new fund in Janus Capital's institutional structure, which is
designed specifically for institutional investors and funds sold through
intermediaries. The reorganization is intended to maintain the status quo for
Fund shareholders so that after the reorganization you will have the same
account value, and your new fund will have the same investment objective,
policies and strategies, portfolio managers, and fee structure as your current
Fund. The reorganization is not expected to have any adverse tax consequences
for Fund shareholders, and the Funds will bear none of the costs of the
reorganization.
Janus Capital's recommendation to reorganize the Institutional and
Service Shares will allow Janus Capital to enhance distribution capabilities,
create a more efficient product line and better meet the needs of its investors.
The chart below shows the results of the proposed reorganization:
<Table>
<Caption>
SHAREHOLDER CURRENTLY OWNS: SHAREHOLDER WOULD OWN:
---------------------------------------------------- ---------------------------------------------------
Janus Money Market Fund Institutional Shares Janus Institutional Money Institutional Shares
Service Shares Market Fund Service Shares
Janus Government Money Market Institutional Shares Janus Institutional Institutional Shares
Fund Service Shares Government Money Market Fund Service Shares
</Table>
Please note that the new funds and each current Fund seek to maintain a
net asset value of $1.00 per share pursuant to Rule 2a-7 under the Investment
Company Act of 1940. Also, after the reorganization, you will have substantially
the same shareholder rights and privileges--you will be able to exchange shares
among the funds in Janus Capital's institutional/intermediary structure, and
will maintain all rights and privileges in the new funds. Additional details
about the proposed reorganizations are described in the enclosed Q&A and Proxy
Statement.
YOUR FUND'S BOARD OF TRUSTEES BELIEVES THE PROPOSED REORGANIZATIONS ARE
IN THE BEST INTEREST OF SHAREHOLDERS AND HAS RECOMMENDED THAT SHAREHOLDERS VOTE
"FOR" THEIR RESPECTIVE REORGANIZATION.
You can vote in one of four ways:
BY MAIL with the enclosed proxy card;
BY INTERNET through the website listed in the proxy voting
instructions;
BY TELEPHONE using the toll-free number listed in the proxy voting
instructions; or
IN PERSON at the special shareholder meeting on February 1, 2007.
Your vote is extremely important, so please read the enclosed Proxy
Statement carefully and submit your vote. If you have any questions about the
proposals, please call our proxy solicitor, Computershare Fund Services,
at _____________.
Thank you for your consideration of these important proposals. We value
you as a shareholder and look forward to continuing our relationship with you.
Sincerely,
/s/ Gary D. Black
Gary D. Black
Chief Executive Officer and
Chief Investment Officer of
Janus Capital Management LLC
[JANUS LOGO]
JANUS INVESTMENT FUND
151 DETROIT STREET
DENVER, COLORADO 80206
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
Notice is hereby given that a Special Meeting of Shareholders of the
Institutional Shares and Service Shares classes of Janus Money Market Fund and
Janus Government Money Market Fund (each a "Fund" and, collectively, the
"Funds"), each a series of Janus Investment Fund (the "Trust"), has been called
to be held at JW Marriott Hotel, 150 Clayton Lane, Denver, Colorado 80206, on
February 1, 2007, at 10:00 a.m. Mountain time (together with any adjournments or
postponements thereof, the "Meeting"). At the Meeting, holders of Institutional
Shares and Service Shares classes of each Fund will be asked to vote on the
proposal set forth below for their shares of each Fund and to transact such
other business, if any, as may properly come before the Meeting:
(1) (Janus Money Market Fund -- Institutional Shares) To approve
the transactions contemplated under an Agreement and Plan of
Reorganization, which would result in the transfer of the
assets relating to the Institutional Shares of Janus Money
Market Fund to Institutional Shares of Janus Institutional
Money Market Fund (a corresponding series of Janus Adviser
Series);
(2) (Janus Money Market Fund -- Service Shares) To approve the
transactions contemplated under an Agreement and Plan of
Reorganization, which would result in the transfer of the
assets relating to the Service Shares of Janus Money Market
Fund to Service Shares of Janus Institutional Money Market
Fund (a corresponding series of Janus Adviser Series);
(3) (Janus Government Money Market Fund -- Institutional Shares)
To approve the transactions contemplated under an Agreement
and Plan of Reorganization, which would result in the transfer
of the assets relating to the Institutional Shares of Janus
Government Money Market Fund to Institutional Shares of Janus
Institutional Government Money Market Fund (a corresponding
series of Janus Adviser Series); and
(4) (Janus Government Money Market Fund -- Service Shares) To
approve the transactions contemplated under an Agreement and
Plan of Reorganization, which would result in the transfer of
the assets relating to the Service Shares of Janus Government
Money Market Fund to Service Shares of Janus Institutional
Government Money Market Fund (a corresponding series of Janus
Adviser Series).
Shareholders of record of Institutional and Service Shares classes of
each Fund as of the close of business on October 20, 2006, will receive notice
of the Meeting and will be entitled to vote at the Meeting.
SHAREHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING ARE URGED TO
COMPLETE, SIGN, AND DATE THE ENCLOSED PROXY CARD(s) AND RETURN IT IN THE
ENCLOSED ADDRESSED ENVELOPE, WHICH NEEDS NO POSTAGE IF MAILED IN THE UNITED
STATES, OR TO TAKE ADVANTAGE OF THE INTERNET OR TELEPHONIC VOTING PROCEDURES
DESCRIBED ON THE ENCLOSED PROXY CARD(s). IF YOU WISH TO ATTEND THE MEETING AND
VOTE YOUR SHARES IN PERSON AT THAT TIME, YOU WILL STILL BE ABLE TO DO SO.
By order of the Board of Trustees,
/s/ Kelley Abbott Howes
Kelley Abbott Howes
President and Chief Executive Officer of
Janus Investment Fund
INSTRUCTIONS FOR SIGNING PROXY CARDS
The following general rules for signing proxy cards may be of
assistance to you and may avoid any delay involved in validating your vote if
you fail to sign your proxy card properly.
1. INDIVIDUAL ACCOUNT: Sign your name exactly as it appears in
the registration on the proxy card.
2. JOINT ACCOUNT: Either party may sign, but the name of the
party signing should conform exactly to the name shown in the
registration on the proxy card.
3. ALL OTHER ACCOUNTS: The capacity of the individual signing the
proxy card should be indicated unless it is reflected in the
form of registration. For example:
<Table>
<Caption>
REGISTRATION VALID SIGNATURE
-------------------------------------------------------------------- -------------------
Corporate Account
(1) ABC Corp.................................................... ABC Corp.
(2) ABC Corp.................................................... John Doe, Treasurer
(3) ABC Corp. c/o John Doe, Treasurer........................... John Doe
(4) ABC Corp. Profit Sharing Plan............................... John Doe, Trustee
Trust Account
(1) ABC Trust................................................... Jane B. Doe, Trustee
(2) Jane B. Doe, Trustee u/t/d 12/28/78......................... Jane B. Doe
Custodial or Estate Account.........................................
(1) John B. Smith, Cust. f/b/o John B. Smith, Jr. UGMA.......... John B. Smith
(2) Estate of John B. Smith..................................... John B. Smith, Jr., Executor
</Table>
, 2006
JANUS INVESTMENT FUND
JANUS MONEY MARKET FUND
JANUS GOVERNMENT MONEY MARKET FUND
(INSTITUTIONAL SHARES AND SERVICE SHARES)
151 DETROIT STREET
DENVER, COLORADO 80206
SPECIAL MEETING OF SHAREHOLDERS
PROXY STATEMENT
This is a Proxy Statement for Janus Money Market Fund and Janus
Government Money Market Fund (each, a "Fund" and, collectively the "Funds"),
each a series of Janus Investment Fund (the "Trust"). Proxies for a Special
Meeting of Shareholders of the Institutional Shares and Service Shares of each
Fund are being solicited by the Board of Trustees of the Trust (the "Board," the
"Board of Trustees" or the "Trustees") to approve the following proposals that
have already been approved by the Board:
(1) (Janus Money Market Fund -- Institutional Shares) To approve
the transactions contemplated under an Agreement and Plan of
Reorganization, which would result in the transfer of the
assets relating to the Institutional Shares of Janus Money
Market Fund to Institutional Shares of Janus Institutional
Money Market Fund (a corresponding series of Janus Adviser
Series);
(2) (Janus Money Market Fund -- Service Shares) To approve the
transactions contemplated under an Agreement and Plan of
Reorganization, which would result in the transfer of the
assets relating to the Service Shares of Janus Money Market
Fund to Service Shares of Janus Institutional Money Market
Fund (a corresponding series of Janus Adviser Series);
(3) (Janus Government Money Market Fund -- Institutional Shares)
To approve the transactions contemplated under an Agreement
and Plan of Reorganization, which would result in the transfer
of the assets relating to the Institutional Shares of Janus
Government Money Market Fund to Institutional Shares of Janus
Institutional Government Money Market Fund (a corresponding
series of Janus Adviser Series); and
(4) (Janus Government Money Market Fund -- Service Shares) To
approve the transactions contemplated under an Agreement and
Plan of Reorganization, which would result in the transfer of
the assets relating to the Service Shares of Janus Government
Money Market Fund to Service Shares of Janus Institutional
Government Money Market Fund (a corresponding series of Janus
Adviser Series).
Any shareholder of record who owned Institutional Shares or Service
Shares of a Fund as of the close of business on October 20, 2006 (the "Record
Date"), will receive notice of the Meeting (as defined below) and will be
entitled to vote at the Meeting.
The Meeting will be held at the JW Marriott Hotel, 150 Clayton Lane,
Denver, Colorado 80206, on February 1, 2007 at 10:00 a.m. Mountain time, or at
such later time as may be necessary due to adjournments or postponements thereof
(the "Meeting").
At the Meeting, you will be asked to vote on the proposal for your
class of each Fund. You should read the entire Proxy Statement before voting. If
you have any questions, please call ___________________. The Proxy Statement,
Notice of Special Meeting, and the proxy cards are first being mailed to
shareholders on or about [ November 6 ], 2006.
THE FUNDS PROVIDE ANNUAL AND SEMI-ANNUAL REPORTS TO THEIR SHAREHOLDERS
THAT HIGHLIGHT RELEVANT INFORMATION, INCLUDING INVESTMENT RESULTS AND A REVIEW
OF PORTFOLIO CHANGES. ADDITIONAL COPIES OF EACH FUND'S MOST RECENT ANNUAL REPORT
AND ANY MORE RECENT SEMI-ANNUAL REPORT ARE AVAILABLE, WITHOUT CHARGE, BY CALLING
A JANUS REPRESENTATIVE AT 1-800-295-2687, VIA THE INTERNET AT WWW.JANUS.COM, OR
BY SENDING A WRITTEN REQUEST TO THE SECRETARY OF THE TRUST AT 151 DETROIT
STREET, DENVER, COLORADO 80206.
2
QUESTIONS AND ANSWERS
WHAT IS BEING PROPOSED?
You are being asked to approve the transactions contemplated under an
Agreement and Plan of Reorganization for your class of each Fund. Pursuant to
the transactions, which we refer to as the "Reorganization," the Institutional
Shares and Service Shares classes of Janus Money Market Fund and Janus
Government Money Market Fund (each, a "Current Fund" and, together, the "Current
Funds") will be "spun off" to corresponding classes of Janus Institutional Money
Market Fund and Janus Institutional Government Money Market Fund, each of which
is a new series of Janus Adviser Series (each, a "New Fund" and, together, the
"New Funds"). After the Reorganization, you will own shares of a corresponding
class of a New Fund equal in number and value to the shares you owned
immediately before the Reorganization.
WHAT IS THE RECOMMENDATION OF THE BOARD OF TRUSTEES?
The Board of Trustees recommends that shareholders vote FOR the
proposal applicable to your class of each Fund.
WHY IS THE REORGANIZATION BEING PROPOSED?
The proposals are part of a program initiated by Janus Capital to
reorganize the money market funds offered by Janus Capital. Currently, the money
market funds are series of Janus Investment Fund, which is primarily designed
for retail investors. The primary purpose of the proposal is to create separate
retail money market funds and institutional money market funds, rather than the
current multiple class structure, in order to better meet the needs of
investors. Janus Capital believes the proposal will benefit institutional
investors by providing Janus Capital with more flexibility to tailor its
services and products to the demands of the institutional marketplace, and will
benefit retail investors because such investors will avoid the costs associated
with such institutional services. Janus Capital believes that the Reorganization
will result in a more efficient product line and will allow Janus Capital to
better meet the different needs of investors.
WILL THE REORGANIZATION RESULT IN A CHANGE TO THE INVESTMENT OBJECTIVE,
POLICIES, OR STRATEGIES OF THE FUNDS?
No. Each New Fund will have the investment objective, policies, and
strategies identical to those of the corresponding Current Fund. Each New Fund
and each Current Fund seek to maintain a net asset value of $1.00 per share
pursuant to Rule 2a-7 under the Investment Company Act of 1940, as amended (the
"1940 Act"). You should be aware, of course, that Janus Adviser Series will be
separate from the Trust, so the investment performance of the New Funds will not
be the same as that of the Current Funds -- it could be better or worse due to
differences in asset size, cash flows or other factors.
HOW WILL THE REORGANIZATION AFFECT FEES AND EXPENSES?
The fee structure of the New Funds will be identical to your Current
Fund; however, assets will be lower immediately following the Reorganization.
Janus Capital has agreed to
3
contractually waive a portion of the fees for advisory and administrative
services through December 1, 2008 that will be payable by the New Funds to Janus
Capital under advisory and administration agreements that will be entered into
in connection with the Reorganization. Janus Capital is waiving such fees for
the Current Funds on a voluntary basis.
In addition, Janus Capital will pay all the fees associated with the
Reorganization, including the cost of providing these materials to you. Neither
the Trust nor Janus Adviser Series -- nor you as a shareholder -- will bear
these costs.
WHAT ARE THE FEDERAL INCOME TAX CONSEQUENCES OF THE REORGANIZATION?
If shareholders of a class approve the Reorganization, all shareholders
of that class on the Reorganization date will be deemed to have requested a
redemption of their shares for federal income tax purposes (a "redemption on
demand") as of the Reorganization date. The Fund is not expected to realize any
gain or loss in connection with a redemption-on-demand transaction. Like any
other redemption, a redemption on demand will be a taxable event for
shareholders. However, you are not expected to have any capital gain or loss
because each Fund seeks to maintain a stable net asset value of $1.00 per share.
Nevertheless, you may wish to consult a tax adviser for more information on your
own tax situation.
WHAT WILL HAPPEN IF SHAREHOLDERS DO NOT APPROVE THE PROPOSALS?
If shareholders of the Institutional Shares or Service Shares classes
of a Fund do not approve the proposal applicable to their class of shares, then
the Reorganization will not take effect with respect to that class and the
Trustees would take such action as they deem to be in the best interests of that
class, including soliciting additional proxies. Additionally, if shareholders of
any class do not approve the proposal with respect to their class of shares, the
trustees of the Trust or of Janus Adviser Series may elect not to implement the
Reorganization with respect to that Fund or any of the Funds.
HOW DO I VOTE MY SHARES?
You can vote in any one of four ways:
- BY MAIL, by sending the enclosed proxy card(s) (signed and
dated) in the enclosed envelope;
- BY INTERNET through the website by going to the website listed
on your proxy card;
- BY TELEPHONE using the toll-free number listed on your proxy
card; or
- IN PERSON, by attending the Special Meeting of Shareholders on
February 1, 2007 (or any adjournment or postponement thereof).
Whichever method you choose, please take the time to read the full text of the
Proxy Statement before you vote.
4
IF I SEND MY PROXY IN NOW AS REQUESTED, CAN I CHANGE MY VOTE LATER?
Yes. You may revoke your proxy vote at any time before it is voted at
the Meeting by: (i) delivering a written revocation to the Secretary of the
Trust at 151 Detroit Street, Denver, Colorado 80206; (ii) submitting a
subsequently executed proxy; or (iii) attending the Meeting and voting in
person. Even if you plan to vote at the Meeting, we ask that you return the
enclosed proxy. This will help us ensure that an adequate number of shares are
present at the Meeting for consideration of the proposals.
WHAT IS THE REQUIRED VOTE TO APPROVE EACH PROPOSAL?
Approval of each proposal will require the affirmative vote of a
"majority of the outstanding voting securities" of each of the Institutional
Shares and Service Shares classes of each Fund within the meaning of the 1940
Act. This means the lesser of (1) 67% or more of the shares present a the
Meeting if the holders of more than 50% of the outstanding shares are present or
represented by proxy, or (2) more than 50% of the outstanding shares.
WHOM SHOULD I CALL FOR ADDITIONAL INFORMATION ABOUT THE PROXY STATEMENT?
Please call Computershare Fund Services, your Fund's proxy solicitor,
at [_____________________].
5
PROPOSAL
APPROVAL OF A PLAN OF REORGANIZATION FOR EACH FUND
INTRODUCTION
Janus Money Market Fund and Janus Government Money Market Fund (each, a
"Current Fund" and, together, the "Current Funds") are separate series of Janus
Investment Fund (the "Current Trust"), a Massachusetts business trust. Each
Current Fund offers three classes of shares: Investor Shares, Institutional
Shares, and Service Shares. Investor Shares are designed primarily for retail
investors; Institutional Shares are designed primarily for large institutional
and individual investors; and Service Shares are designed for sale primarily
through banks and other financial intermediaries.
At a meeting of the Trustees of Janus Investment Fund held on October
6, 2006, the Trustees approved an Agreement and Plan of Reorganization, which
would result in the transfer of the assets and liabilities relating to the
Institutional Shares and Service Shares classes of Janus Money Market Fund to
corresponding Institutional Shares and Service Shares classes of Janus
Institutional Money Market Fund; and the Institutional Shares and Service Shares
of Janus Government Money Market Fund to corresponding Institutional Shares and
Service Shares classes of Janus Institutional Government Money Market Fund.
Janus Institutional Money Market Fund and Janus Institutional Government Money
Market Fund (each, a "New Fund" and, together, the "New Funds") are newly
established series of Janus Adviser Series (the "New Trust"). Pursuant to the
transactions under the Agreement and Plan of Reorganization, which we refer to
as the "Reorganization," the Institutional Shares and Service Shares classes of
Janus Money Market Fund and Janus Government Money Market Fund will be "spun
off" to corresponding classes of two New Funds of the New Trust in a two-step
process described below. After the Reorganization, you will own shares of a
corresponding class of a New Fund of the New Trust equal in number and value to
the shares you owned immediately before the Reorganization. Janus Capital will
bear all costs associated with the Reorganization.
For the reasons set forth below under "Reasons for the Reorganization,"
the Trustees of the Current Trust, including the Trustees who are not
"interested persons" as that term is defined in the Investment Company Act of
1940, as amended ("1940 Act"), have unanimously determined that the
Reorganization is in the best interests of each Current Fund and that the
interests of shareholders of each Current Fund will not be diluted as a result
of the Reorganization.
You are being asked to approve the transactions contemplated under the
Agreement and Plan of Reorganization. If shareholders approve the proposal with
respect to their class of each Fund, the Trustees and officers of Janus
Investment Fund will execute and implement the Agreement and Plan of
Reorganization. If approved, we expect the Reorganization to take effect on or
about February 23, 2007, or as soon as practicable thereafter.
6
SUMMARY OF THE REORGANIZATION AGREEMENT
The important terms of the Agreement and Plan of Reorganization
(referred to as the "Agreement") are summarized below. This summary is qualified
in its entirety by reference to the Agreement itself, which is set forth in
Exhibit A to this Proxy Statement.
CREATION OF NEW FUNDS. Prior to the Closing Date, the Trustees of the
New Trust will have adopted for each New Fund investment objectives, policies,
and strategies that are identical to those of the corresponding Current Fund. In
addition, provided that shareholders have approved the Reorganization, the
Trustees of the Current Trust, as sole shareholder of the New Funds, will
approve an investment advisory agreement between each New Fund and Janus Capital
that is the same in all material respects as the current advisory agreements
between each Current Fund and Janus Capital except for the parties, the
effective date, and the initial term.
REDESIGNATION OF TRANSFERRING CLASSES. To facilitate the
Reorganization, the Trustees of the Current Trust will designate a new series of
the Current Trust that corresponds to each Current Fund (each a "Transferring
Fund") and will designate new classes of such series that correspond to the
classes participating in the Reorganization (each a "Transferring Class"). Each
Current Fund will allocate to its corresponding Transferring Fund a portion of
its assets and liabilities having a value equal to the aggregate net asset value
of all issued and outstanding Institutional Shares and Service Shares of that
Fund. The assets allocated from each Current Fund to its corresponding
Transferring Fund generally will include a pro rata share of each securities
position in the Current Fund except for (i) securities that are subject to
restrictions on resale or transfer, such as private placement securities (other
than those that have been deemed liquid), and (ii) rounding off to eliminate
fractional shares and odd lots of securities. In other words, we will generally
seek to ensure that the Current Fund retains, and the Transferring Fund
receives, full lots of securities (rather than odd lots and fractional shares).
We will generally seek to allocate restricted securities that have been deemed
liquid (which would generally include section 4(2) commercial paper) on a pro
rata basis unless precluded by law. To the extent that restrictions on transfer
preclude us from allocating to the Transferring Funds private placement
securities, we will seek to allocate securities that are comparable in terms of
maturity and yield. In addition, assets will be allocated between the Current
Fund and the Transferring Fund in a manner such that the deviation between
amortized and market value of portfolio securities will be substantially the
same before and immediately following the Reorganization with respect to each
Fund.
TRANSFER OF ASSETS AND LIABILITIES. As of the close of the regular
trading session of the New York Stock Exchange on the Closing Date (referred to
as the "Valuation Time" in the Agreement), each Transferring Fund will transfer,
convey and assign all of its assets and liabilities to its corresponding New
Fund. In exchange, each New Fund will deliver to the corresponding Transferring
Fund a number of full and fractional shares of Institutional Shares and Service
Shares, respectively, equal in number to the full and fractional shares of the
corresponding class of the Transferring Fund outstanding as of the Valuation
Time. Each Current Fund will endeavor to discharge all of its known liabilities
and obligations attributable to its Institutional Shares and Service Shares
prior to the Closing Date to the extent reasonably practicable.
7
For the New Funds, if the cash position of the New Fund is more than
one percentage point more than the cash position of the Current Fund just prior
to the Reorganization, Janus Capital will bear the cost of investing that excess
cash.
DISTRIBUTION OF NEW FUND SHARES. After the Closing, each Transferring
Fund will distribute to shareholders of record, determined as of the Valuation
Time, shares of the New Fund corresponding to Institutional Shares and Service
Shares, respectively. The distribution will be accomplished by the transfer
agent of each New Fund crediting to the account of each shareholder of record of
the corresponding Transferring Fund the same number of shares of the New Fund as
the shareholder held in the Transferring Fund as of the Valuation Time. All
issued and outstanding shares of each Transferring Fund will be canceled. For
example, if you held one hundred (100) Institutional Shares of Janus Money
Market Fund immediately prior to the Valuation Time, those shares would first be
reclassified as one hundred (100) shares of a corresponding class of the Money
Market Transferring Fund, and then those shares would be canceled and you would
receive one hundred (100) shares of the corresponding class of the New Fund.
All of these transactions would occur as of the Closing Date. The value
of your investment and the number of your shares immediately after the
Reorganization will be the same as they were immediately prior to the
Reorganization.
CLOSING DATE. The Closing Date is expected to be on or about February
23, 2007, or such other date as the parties may mutually agree. If on the
Closing Date there are certain trading restrictions or disruptions, then the
Closing Date will be postponed.
OTHER PROVISIONS. The obligations of the Current Trust and the New
Trust under the Agreement are subject to various conditions as stated in the
Agreement. Notwithstanding the approval of the Reorganization by shareholders,
the Trustees of the Current Trust or the New Trust may terminate or amend the
Agreement under certain circumstances specified in the Agreement. If
shareholders of some but not all of the Transferring Classes approve the
Reorganization, the Trustees of the Current Trust or the New Trust may terminate
the Agreement or may determine to proceed with the Reorganization with respect
to the Transferring Classes for which the shareholders approved the
Reorganization. At any time prior to the Closing Date, the Trustees of the
Current Trust or the New Trust may waive any condition if, in their judgment,
the waiver will not have a material adverse effect on the benefits intended
under the Agreement to the Funds.
COMPARISON OF CURRENT FUNDS AND NEW FUNDS
INVESTMENT ADVISER. Janus Capital will serve as investment adviser to
the New Funds under agreements that are the same in all material respects as the
current agreements for the Current Funds. The new agreements, like the current
agreements, provide that Janus Capital will furnish continuous advice and
recommendations concerning the Funds' investments, provide office space for the
Funds, and pays all or a portion of the salaries, fees, and expenses of all Fund
officers and of those Trustees who are considered interested persons of Janus
Capital. The new agreements will include the New Trust as a party rather than
the Current Trust, and the initial term of the agreements will be changed to
reflect a new effective date. The New Trust has the
8
same address as the Current Trust: 151 Detroit Street, Denver, Colorado
80206-4805. The telephone number for the New Trust is 1-800-525-0020.
The advisory fee rates in the agreements for the New Funds are
identical to the advisory fee rates included in the current agreements for the
Current Funds. Janus Capital has agreed to contractually waive one half of the
advisory fees through December 1, 2008 that will be payable by the New Funds to
Janus Capital under the new agreements. The fees are calculated daily and paid
monthly, based on average daily net assets. In addition, Janus Capital has
agreed to contractually waive a portion of the administrative services fees
through December 1, 2008 that will be payable by the New Funds to Janus Capital
under the administration agreements for the New Funds. Such waivers are
currently voluntary for the Current Funds.
Each New Fund will operate separately from its corresponding Current
Fund. That means that a New Fund's investment performance will not be identical
to the performance of the corresponding Current Fund. Investment performance
could be better or worse. While the person or persons currently serving as
portfolio manager or co-portfolio manager for each Current Fund will serve as
the initial portfolio manager or co-portfolio manager for the corresponding New
Fund, Janus Capital reserves the right to add or change portfolio managers of
the New Funds in its discretion, as it does with all mutual funds that it
manages.
CAPITALIZATION. The following tables show the capitalization of each Current
Fund as of September 30, 2006. The capitalization information for Institutional
Shares and Service Shares also constitutes pro forma capitalization information
for the New Funds, assuming that the Reorganization occurred on September 30,
2006. The actual initial capitalization of the New Funds will equal the
capitalization of the Institutional Shares and Service Shares on the effective
date of the Reorganization.
<Table>
<Caption>
NET ASSETS
--------------
CURRENT FUNDS
Janus Money Market Fund -- Institutional Shares $5,636,220,874
Janus Money Market Fund -- Service Shares 26,955,063
Janus Government Money Market Fund -- Institutional Shares 175,569,006
Janus Government Money Market Fund -- Service Shares 755,105,991
NEW FUNDS
Janus Institutional Money Market Fund -- Institutional Shares $5,636,220,874
Janus Institutional Money Market Fund -- Service Shares 26,955,063
Janus Institutional Government Money Market Fund -- Institutional Shares 175,569,006
Janus Institutional Government Money Market Fund -- Service Shares 755,105,991
</Table>
FEES AND EXPENSES. Prior to the Closing Date, the Trustees of the New
Trust shall adopt, for each class of a New Fund participating in the
Reorganization, distribution plans and administration agreements and fees and
transfer agent arrangements identical to those of the corresponding Transferring
Class of each Transferring Fund. However, the assets of the New Funds are
expected to be less than those of the Current Funds immediately following the
Reorganization. Janus Capital has agreed to contractually waive a portion of the
administrative services fees through December 1, 2008 that will be payable by
the New Funds to Janus Capital
9
under the administration agreements for the New Funds. Janus Capital currently
waives such fees for the Current Fund on a voluntary basis.
The two charts below provide additional detail about fees and expenses.
The first chart shows the fees and expenses of the Current Funds as of April 30,
2006. The second chart shows fees and expenses for the New Funds, based on the
estimated annualized expenses during their initial fiscal year.
CURRENT FUNDS
<Table>
<Caption>
TOTAL ANNUAL NET ANNUAL
FUND FUND
MANAGEMENT OTHER OPERATING EXPENSE OPERATING
FEE(1) EXPENSES(2) EXPENSES WAIVERS EXPENSES
---------- ----------- ------------- ------- -----------
Janus Money Market
Fund--Institutional Shares..... 0.20% 0.15% 0.35% N/A 0.35%
Janus Government Money Market
Fund--Institutional Shares..... 0.20% 0.16% 0.36% N/A 0.36%
Janus Money Market Fund--Service
Shares......................... 0.20% 0.40% 0.60% N/A 0.60%
Janus Government Money Market
Fund--Service Shares........... 0.20% 0.41% 0.61% N/A 0.61%
</Table>
------------------
(1) The "Management Fee" is the investment advisory fee paid by the Funds to
Janus Capital without taking into account any waivers. Janus Capital has
agreed to voluntarily waive one-half of its advisory fee. As such, the
waiver could change or be terminated at any time at the discretion of
Janus Capital.
(2) Included in Other Expenses is an administrative services fee of 0.15%
for Institutional Shares and 0.40% for Service Shares, respectively, of
the average daily net assets of the Funds to compensate Janus Capital
for providing certain administrative services including, but not limited
to, recordkeeping and registration services. Janus Capital has
voluntarily agreed to waive a portion of its administrative fee. As
such, the waiver could change or be terminated at any time at the
discretion of Janus Capital.
NEW FUNDS
<Table>
<Caption>
TOTAL ANNUAL NET ANNUAL
FUND FUND
MANAGEMENT OTHER OPERATING EXPENSE OPERATING
FEE(1) EXPENSES(2) EXPENSES WAIVERS EXPENSES
---------- ----------- ------------- ------- -----------
Janus Institutional Money Market
Fund--Institutional Shares..... 0.20% 0.15% 0.35% 0.17% 0.18%
Janus Institutional Government
Money Market Fund--
Institutional Shares..... 0.20% 0.16% 0.36% 0.20% 0.16%
Janus Institutional Money Market
Fund--Service Shares........... 0.20% 0.40% 0.60% 0.17% 0.43%
Janus Institutional Government
Money Market Fund--Service
Shares......................... 0.20% 0.41% 0.61% 0.20% 0.41%
</Table>
------------------
(1) The "Management Fee" is the investment advisory fee paid by the Funds to
Janus Capital without taking into account any waivers. Janus Capital has
contractually agreed to waive one-half of its advisory fee through
December 1, 2008.
10
(2) Included in Other Expenses is an administrative services fee of 0.15%
for Institutional Shares and 0.40% for Service Shares, respectively, of
the average daily net assets of the Funds to compensate Janus Capital
for providing certain administrative services including, but not limited
to, recordkeeping and registration services. Janus Capital has
contractually agreed to waive a portion of its administrative services
fee through December 1, 2008.
OTHER SERVICE PROVIDERS. Janus Capital or its affiliates serve as
administrator, distributor, and transfer agent of the New Funds, subject to
substantially the same terms as those applicable to the Current Funds.
SHAREHOLDER RIGHTS. Each Current Fund is a series of Janus Investment
Fund, a Massachusetts business trust. Each New Fund is a series of Janus Adviser
Series, a Delaware statutory trust. Shareholders will have similar rights before
and after the Reorganization, except with respect to voting. Shareholders of
each Current Fund are entitled to one vote for each whole dollar and a
proportionate fractional vote for each fractional dollar of net asset value of
the Fund that they own. Shareholders of each New Fund are entitled to one vote
per share (and fractional votes for fractional shares).
In addition, under Massachusetts law, shareholders of each Current Fund
could, under certain circumstances, be held liable for the obligations of their
Fund. However, the Amended and Restated Declaration of Trust disclaims
shareholder liability for acts or obligations of the Fund and provides that
shareholders shall be held harmless and shall be indemnified by Janus Investment
Fund for all losses and expenses of any Fund shareholder held liable for the
obligations of the Fund. Delaware law and the Amended and Restated Trust
Instrument of Janus Adviser Series generally provide that shareholders are not
personally liable for acts, omissions, liabilities or obligations of any kind of
Janus Adviser Series.
OFFICERS AND TRUSTEES. The Officers and Trustees of the Current Trust
and the New Trust are identical.
OTHER. The fiscal year end of each Current Fund is October 31. The
fiscal year end of each New Fund will be July 31. The independent accountants
for both the Current Funds and the New Funds are [To be updated by Amendment].
REASONS FOR THE REORGANIZATION
The Trustees of Janus Investment Fund, including the Trustees who are
not "interested persons" as that term is defined in the federal securities laws,
have unanimously determined that the Reorganization is in the best interests of
the Current Funds and that the interests of shareholders of those Funds will not
be diluted as a result of the Reorganization. Therefore, the Trustees
unanimously recommend that shareholders approve the Reorganization. We summarize
below the key factors considered by the Trustees.
As discussed above, the Reorganizations are part of a program to
reorganize the money market funds offered by Janus Capital to create a more
efficient product line and better meet the needs of retail and institutional
investors. The Board, including the Independent Trustees, considered the
Reorganization at a meeting held on October 6, 2006. The Board, including the
Independent Trustees, voted to approve the Reorganization for each Fund and
recommended that shareholders approve the proposals.
11
Among other factors, the Board considered the following factors:
- Janus Capital's belief that the proposed transaction will benefit the
Current Funds and the New Funds by creating separate funds, rather than
multiple classes, for investors with differing needs. Specifically, the
Reorganization will allow Janus Capital to offer services to
institutional investors that are not necessary or desirable for retail
investors, and will allow retail investors to avoid the costs of such
services.
- Janus Capital's belief that the proposed transaction will benefit the
holders of Institutional Shares and Service Shares by creating a
separate fund with a more diversified institutional shareholder base
which will leave such fund less vulnerable to any single shareholder's
actions, and less affected by the seasonal cash flow tendencies of
other shareholders who would have similar characteristics, which will,
in turn, allow the portfolio managers to take better advantage of
opportunities in the markets.
- The Reorganization will allow holders of Institutional Shares and
Service Shares to continue their investment in a fund with investment
objectives, policies, and restrictions identical to those of their
Current Fund. The Reorganization is not expected to have any impact on
the management of the New Funds.
- Although the estimated expenses of the New Funds are not expected to
materially increase following the Reorganization, the New Funds will
have lower assets. Janus Capital has agreed to contractually waive a
portion of the fees for advisory and administrative services through
December 1, 2008 that will be payable by the New Funds to Janus Capital
under advisory and administration agreements that will be entered into
in connection with the Reorganization. Such waivers are voluntary for
the Current Funds.
- The Reorganization is not expected to create a taxable event for the
participating Funds. While the Reorganization will create a taxable
event for shareholders, no capital gain or loss is expected to be
realized by shareholders because each Fund seeks to maintain a stable
net asset value of $1.00 per share.
- Janus Capital will bear all of the costs of the Reorganization.
FEDERAL INCOME TAX CONSEQUENCES
Each Reorganization is intended to qualify for U.S. federal income tax
purposes as a "redemption upon demand" for purposes of section 852(b)(6) of the
Internal Revenue Code of 1986, as amended (the "Code"). If it so qualifies, the
Current Funds will not recognize a taxable gain or loss as a direct result of
the Reorganization. The assets transferred to each New Fund will carry over
their tax basis from the Current Fund, and neither the Current Fund nor the New
Fund will recognize gain or loss as a result of the transactions constituting
the Reorganization. As a condition to the closing of the Reorganization, the
Current Trust will receive a tax opinion to that effect. No tax ruling from the
Internal Revenue Service regarding the Reorganization has been requested. The
tax opinion is not binding on the Internal Revenue Service or a court and does
not preclude the Internal Revenue Service from asserting or adopting a contrary
position.
12
DISTRIBUTIONS. Immediately prior to the Reorganization, each Current
Fund will distribute all undistributed ordinary income, if any.
TAX EFFECT ON SHAREHOLDERS. The transaction will be treated as a sale
of shares of the Current Fund and a purchase of shares of the New Fund.
Accordingly, the basis for the New Fund shares received by a holder of
Institutional Shares and Service Shares will be the net asset value per share of
those New Fund shares on the date of the Reorganization, and the shareholders'
holding period for those New Fund shares will begin on the following day.
Although a sale of shares and subsequent redemption is a taxable event,
shareholders are not expected to recognize a gain or loss in connection with the
Reorganization because each Fund seeks to maintain a stable net asset value of
$1.00 per share.
PERFORMANCE INFORMATION
Janus Capital expects that performance information for each New Fund
will include the performance information for the Institutional Shares and
Service Shares classes of the corresponding Current Fund prior to the
Reorganization date.
OTHER EFFECTS OF SHAREHOLDER APPROVAL
If shareholders approve the proposed Reorganization, they will also be
authorizing the approval of the investment advisory agreements for the New
Funds. Technically, this approval will be accomplished by a vote of the Current
Funds, as sole shareholders of the New Funds prior to the effective date of the
Reorganization. As noted above, the terms of the investment advisory agreements
between the New Funds and Janus Capital will be the same in all material
respects as the current agreements between Janus Capital and the Current Funds
(except that the New Trust will be a party and the effective date and term will
be different).
THE TRUSTEES OF JANUS INVESTMENT FUND UNANIMOUSLY RECOMMEND THAT YOU
VOTE "FOR" THE PROPOSED REORGANIZATION.
13
ADDITIONAL INFORMATION
QUORUM AND VOTING
Shareholders of the Institutional Shares and Service Shares of each
Fund will vote separately as classes at the Meeting. Each holder of a whole or
fractional share shall be entitled to one vote for each whole or fractional
dollar value of net asset value held in such shareholder's name. If you are not
the owner of record but your shares are instead held for your benefit by a
financial intermediary such as a retirement plan service provider,
broker-dealer, bank trust department, insurance company or other financial
intermediary, that financial intermediary may request that you provide
instruction on how to vote the shares you beneficially own. Your financial
intermediary will provide you with additional information.
Thirty percent of the outstanding shares of each of the Institutional
Shares and Service Shares classes entitled to vote at the Meeting shall be a
quorum for the transaction of business by that class at the Meeting. Any lesser
number is sufficient for adjournments. In the event that the necessary quorum to
transact business or the vote required to approve the proposal is not obtained
at the Meeting, the persons named as proxies may propose one or more
adjournments of the Meeting, in accordance with applicable law, to permit
further solicitation of proxies. Any such adjournment will require the
affirmative vote of the holders of a majority of the shares of each of the
Institutional Shares and Service Shares classes, present in person or by proxy
at the Meeting. The persons named as proxies will vote the proxies (including
broker non-votes and abstentions) in favor of adjournment if they determine
additional solicitation is warranted and in the interests of the Fund.
"Broker non-votes" are shares held by a broker or nominee for which an
executed proxy is received by the Fund, but are not voted because instructions
have not been received from beneficial owners or persons entitled to vote and
the broker or nominee does not have discretionary voting power. Abstentions and
"broker non-votes" are counted as shares eligible to vote at the Meeting in
determining whether a quorum is present but do not represent votes cast with
respect to adjournment or the proposal. Accordingly, assuming the presence of a
quorum, abstentions and "broker non-votes" will have the effect of a vote
against the respective proposal.
Approval of each proposal will require the affirmative vote of a
"majority of the outstanding voting securities" of each of the Institutional
Shares and Service Shares classes of each Fund within the meaning of the 1940
Act. This means the lesser of (1) 67% or more of the shares present a the
Meeting if the holders of more than 50% of the outstanding shares are present or
represented by proxy, or (2) more than 50% of the outstanding shares.
14
SHARE OWNERSHIP
As of the close of business on the Record Date, outstanding Institutional Shares
and Service Shares of each Fund were as follows:
<Table>
<Caption>
NUMBER OF
SHARES
---------
JANUS MONEY MARKET FUND
Institutional Shares
Service Shares
JANUS GOVERNMENT MONEY MARKET FUND
Institutional Shares
Service Shares
-----
</Table>
Beneficial owners of 5% or more of the outstanding shares of each Fund as of the
Record Date are shown [in Exhibit B]. To the best knowledge of the Trust, no
person beneficially owned more than 5% of the outstanding shares of each Fund
except as shown [in Exhibit B]. To the best knowledge of the Current Trust,
[entities shown as owning 25% or more of each Fund,] unless otherwise indicated,
are not the beneficial owners of such shares.
SOLICITATION OF PROXIES
The cost of preparing, printing, and mailing the proxy card(s) and this
Proxy Statement and all other costs incurred with the solicitation of proxies,
including any additional solicitation made by letter, telephone or otherwise,
will be paid by Janus Capital. In addition to solicitation by mail, officers and
representatives of the Trust, officers and employees of Janus Capital or its
affiliates, and certain financial services firms and their representatives,
without extra compensation, may conduct additional solicitations personally, by
telephone or by any other means available.
Janus Capital has engaged Computershare Fund Services
("Computershare"), a professional proxy solicitation firm, to assist in the
solicitation of proxies, at an estimated cost of $___________ [per Fund,] plus
expenses. Such expenses will be paid by Janus Capital. Among other things,
Computershare will be: (i) required to maintain the confidentiality of all
shareholder information; (ii) prohibited from selling or otherwise disclosing
shareholder information to any third party; and (iii) required to comply with
applicable telemarketing laws.
Brokers, banks, and other fiduciaries may be required to forward
soliciting material to their principals on behalf of a Fund and to obtain
authorization for the execution of proxies. For those services, they will be
reimbursed by Janus Capital for their expenses to the extent Janus Capital would
have directly borne those expenses.
As the Meeting date approaches, certain shareholders whose votes have
not been received, may receive telephone calls from a representative of
Computershare. Authorization to permit Computershare to execute proxies may be
obtained by telephonic or electronically transmitted instructions from
shareholders of a Fund. Proxies that are obtained telephonically will be
recorded in accordance with the procedures described below. The Funds believe
that
15
these procedures are reasonably designed to ensure that both the identity of the
shareholder casting the vote and the voting instructions of the shareholder are
accurately determined.
In all cases where a telephonic proxy is solicited, the representative
is required to ask for each shareholder's full name, address, title (if the
shareholder is authorized to act on behalf of an entity, such as a corporation),
and to confirm that the shareholder has received the Proxy Statement and proxy
card(s) in the mail. If the information solicited agrees with the information
provided to Computershare, then the Computershare representative has the
responsibility to explain the process, read the proposal listed on the proxy
card, and ask for the shareholder's instructions on the proposal. Although the
Computershare representative is permitted to answer questions about the process,
he or she is not permitted to recommend to the shareholder how to vote. The
Computershare representative may read any recommendation set forth in this Proxy
Statement. The Computershare representative will record the shareholder's
instructions. Within 72 hours, the shareholder will be sent a confirmation of
his or her vote asking the shareholder to call Computershare immediately if his
or her instructions are not accurately reflected in the confirmation.
Telephone Touch-Tone Voting. Shareholders may provide their voting
instructions through telephone touch-tone voting by following the instructions
on the enclosed proxy card(s). Shareholders will have an opportunity to review
their voting instructions and make any necessary changes before submitting their
voting instructions and terminating their telephone call.
Internet Voting. Shareholders may provide their voting instructions
through Internet voting by following the instructions on the enclosed proxy
card(s). Shareholders who vote via the Internet, in addition to confirming their
voting instructions prior to submission and terminating their Internet link,
will, upon request, receive an e-mail confirming their voting instructions. If a
shareholder wishes to participate in the Meeting but does not wish to give a
proxy by telephone or via the Internet, the shareholder may still submit the
proxy card(s) originally sent with the Proxy Statement in the postage-paid
envelope provided, or attend the Meeting in person. Shareholders requiring
additional information regarding the proxy or replacement proxy card(s), may
contact Computershare at [ TOLL-FREE NUMBER]. Any proxy given by a shareholder
is revocable until voted at the Meeting.
Revoking a Proxy. Any shareholder submitting a proxy has the power to
revoke it at any time before it is exercised by submitting to the Secretary of
the Trust at 151 Detroit Street, Denver, Colorado 80206, a written notice of
revocation or a subsequently executed proxy or by attending the Meeting and
voting in person. All properly executed and unrevoked proxies received in time
for the Meeting will be voted as specified in the proxy, or, if no specification
is made, will be voted FOR the proposal described in this Proxy Statement.
LEGAL MATTERS
Information regarding material pending legal proceedings involving
Janus Capital or the Funds is attached as [Exhibit C] to this Proxy Statement.
16
SHAREHOLDER PROPOSAL FOR SUBSEQUENT MEETINGS
The Funds are not required, and do not intend, to hold annual
shareholder meetings. Under the terms of a settlement reached between Janus
Capital and the SEC in August 2004, commencing in 2005 and not less than every
fifth calendar year thereafter the Current Trust and the New Trust will hold a
meeting of shareholders to elect Trustees. The New Trust is also subject to the
terms of the SEC settlement. Shareholder meetings may be called from time to
time as described in the Amended and Restated Agreement and Declaration of Trust
and the Amended and Restated Bylaws of the Current Trust. Under the proxy rules
of the SEC, shareholder proposals that meet certain conditions may be included
in the Fund's proxy statement for a particular meeting. Those rules currently
require that for future meetings, the shareholder must be a record or beneficial
owner of the Fund shares either (i) with a value of at least $2,000 or (ii) in
an amount representing at least 1% of the Fund's securities to be voted, at the
time the proposal is submitted and for one year prior thereto, and must continue
to own such shares through the date on which the meeting is held. Another
requirement relates to the timely receipt by the Fund of any such proposal.
Under those rules, a proposal must have been submitted within a reasonable time
before the Fund began to print and mail this Proxy Statement in order to be
included in this Proxy Statement. A proposal submitted for inclusion in the
Fund's proxy material for the next special meeting after the meeting to which
this Proxy Statement relates must be received by a Fund within a reasonable time
before the Fund begins to print and mail the proxy materials for that meeting.
Shareholders wishing to submit a proposal for inclusion in a proxy
statement subsequent to the Meeting, if any, should send their written proposal
to the Secretary of the Trust at 151 Detroit Street, Denver, Colorado 80206,
within a reasonable time before the Fund begins to print and mail the proxy
materials for that meeting. Notice of shareholder proposals to be presented at
the Meeting must have been received within a reasonable time before the Fund
began to mail this Proxy Statement. The timely submission of a proposal does not
guarantee its inclusion in the proxy materials.
SHAREHOLDER COMMUNICATIONS
The Trustees provide for shareholders to send written communications to
the Trustees via regular mail. Written communications to the Trustees, or to an
individual Trustee, should be sent to the attention of the Trust's Secretary at
the address of the Trust's principal executive office. All such communications
received by the Trust's Secretary shall be promptly forwarded to the individual
Trustee to whom they are addressed or to the full Board of Trustees, as
applicable. If a communication does not indicate a specific Trustee, it will be
sent to the Chairperson of the Nominating and Governance Committee and the
outside counsel to the Independent Trustees for further distribution as deemed
appropriate by such persons. The Trustees may further develop and refine this
process as deemed necessary or desirable.
REPORTS TO SHAREHOLDERS AND FINANCIAL STATEMENTS
The Annual Report to shareholders of the Funds, including financial
statements of the Funds, has previously been sent to shareholders. THE FUNDS
PROVIDE ANNUAL AND SEMIANNUAL REPORTS TO ITS SHAREHOLDERS THAT HIGHLIGHT
RELEVANT INFORMATION, INCLUDING INVESTMENT RESULTS AND A REVIEW OF PORTFOLIO
CHANGES. ADDITIONAL COPIES OF THE FUNDS' MOST RECENT ANNUAL
17
REPORT AND ANY MORE RECENT SEMIANNUAL REPORT ARE AVAILABLE, WITHOUT CHARGE, BY
CALLING A JANUS REPRESENTATIVE AT 1-800-295-2687, VIA THE INTERNET AT
WWW.JANUS.COM, OR BY SENDING A WRITTEN REQUEST TO THE SECRETARY OF THE TRUST AT
151 DETROIT STREET, DENVER, COLORADO 80206.
[To avoid sending duplicate copies of materials to households, the
Funds mail only one copy of each report to shareholders having the same last
name and address on the Funds' records. The consolidation of these mailings
benefits the Funds through reduced mailing expenses. If a shareholder wants to
receive multiple copies of these materials or to receive only one copy in the
future, the shareholder should contact the Funds' transfer agent, Janus
Services, at 1-800-525-3713 or notify the Funds' transfer agent in writing at
P.O. Box 173375, Denver, Colorado 80217-3375.]
OTHER MATTERS TO COME BEFORE THE MEETING
The Board of Trustees is not aware of any matters that will be
presented for action at the Meeting other than the matters described in this
Proxy Statement. Should any other matters requiring a vote of shareholders
arise, the proxy in the accompanying form will confer upon the person or persons
entitled to vote the shares represented by such proxy the discretionary
authority to vote the shares as to any other matters in accordance with their
best judgment in the interests of the Trust and/or Fund.
Please complete, sign and return the enclosed proxy card(s) or vote by
Internet or telephone promptly. No postage is required if you mail your proxy
card(s) in the United States.
18
INDEX OF EXHIBITS
<Table>
EXHIBIT A: FORM OF AGREEMENT AND PLAN OF REORGANIZATION
EXHIBIT B: BENEFICIAL OWNERS
EXHIBIT C: LEGAL MATTERS
</Table>
EXHIBIT A
FORM OF AGREEMENT AND PLAN OF REORGANIZATION
AGREEMENT AND PLAN OF REORGANIZATION dated as of _________, 2006 (the
"Agreement"), between Janus Investment Fund, a Massachusetts business trust with
offices at 151 Detroit Street, Denver, Colorado 80206 (the "Transferring
Trust"), on behalf of the Institutional Shares class and Service Shares class
(each, a Transferring Class") of its series, Janus Money Market Fund and Janus
Government Money Market Fund (each series of the Transferring Trust, a
"Transferring Fund"), and Janus Adviser Series, a Delaware statutory trust (the
"Acquiring Trust"), on behalf of the Institutional Shares class and Service
Shares class (each, an "Acquiring Class") of its series, Janus Institutional
Money Market Fund and Janus Institutional Government Money Market Fund (each
series of the Acquiring Trust, an "Acquiring Fund").
WHEREAS, each Transferring Fund is authorized to issue three classes of
shares, Investor Shares, Institutional Shares and Service Shares, and may issue
additional classes in the future;
WHEREAS, each Acquiring Fund is authorized to issue four classes of
shares, Select Shares, Primary Shares, Institutional Shares and Service Shares,
and may issue additional classes in the future;
WHEREAS, for each Transferring Class of a Transferring Fund, there is a
corresponding Acquiring Class of each Acquiring Fund (and this Agreement refers
to the Transferring Class and the corresponding Acquiring Class as
"corresponding" classes) and for each Transferring Fund, there is an Acquiring
Fund corresponding to each Transferring Fund as follows (and this Agreement
refers to the Transferring Fund and the corresponding Acquiring Fund as
"corresponding" funds):
<Table>
<Caption>
TRANSFERRING TRUST ACQUIRING TRUST
------------------ ---------------
Janus Money Market Fund Janus Institutional Money Market Fund
Janus Government Money Market Fund Janus Institutional Government Money Market Fund
</Table>
WHEREAS, the Transferring Trust and the Acquiring Trust wish to effect
a reorganization (the "Reorganization"), which will consist of designating each
Transferring Class of each Transferring Fund as a new series of the Transferring
Trust, assigning to each new series a portion of the assets and liabilities of
the Transferring Fund equal in value to the aggregate net asset value of the
Transferring Fund represented by the Transferring Classes, as applicable,
transferring the assets and liabilities of the corresponding new series to the
corresponding Acquiring Class of each Acquiring Fund in exchange for shares of
the corresponding Acquiring Class of each Acquiring Fund (the "Acquiring Fund
Shares") and the redemption of those Transferring Class shares by distribution
in kind to the holders thereof of the corresponding
A-1
Acquiring Fund Shares, such actions to occur on the closing date provided for in
paragraph 4.1 hereof (the "Closing Date"), all upon the terms and conditions
hereinafter set forth in this Agreement;
WHEREAS, as of the Closing Date, the Transferring Trust and the
Acquiring Trust are registered, open-end management investment companies, each
Transferring Class and Transferring Fund will be duly established and designated
classes and series of the Transferring Trust, and each Acquiring Class and
Acquiring Fund will be duly established and designated classes and series of the
Acquiring Trust;
WHEREAS, both the Transferring Trust and the Acquiring Trust will be
authorized as of the Closing Date to issue shares of beneficial interest in
connection with the Reorganization;
WHEREAS, the Board of Trustees of the Transferring Trust has determined
that the Reorganization is in the best interests of each Transferring Fund and
that the interests of each Transferring Fund's shareholders would not be diluted
as a result of the Reorganization;
WHEREAS, the Board of Trustees of the Acquiring Trust has determined
that the Reorganization is in the best interests of each Acquiring Fund and that
the interests of each Acquiring Fund's shareholders would not be diluted as a
result of the Reorganization; and
NOW, THEREFORE, in consideration of the premises and of the covenants
and agreements hereinafter set forth, the parties agree as follows:
1. CREATION OF ACQUIRING FUNDS
1.1 INVESTMENT OBJECTIVES, POLICIES AND PROCEDURES. Prior to the
Closing Date, the Board of Trustees of the Acquiring Trust shall adopt for each
Acquiring Fund investment objectives, policies and procedures identical to those
of the corresponding Transferring Fund.
1.2 AGREEMENTS AND PLANS. Prior to the Closing Date, the Board of
Trustees of the Acquiring Trust shall adopt for each Acquiring Class of each
Acquiring Fund investment advisory agreements, other agreements, and
distribution and administration plans and fees substantially similar to those of
the corresponding Transferring Class of the corresponding Transferring Fund.
1.3 INITIAL SHAREHOLDER APPROVALS. Prior to the valuation time provided
for in paragraph 3.1 hereof (the "Valuation Time"), each Acquiring Fund shall
issue to the corresponding Transferring Fund one nominal share of the Acquiring
Fund. No payment shall be made to the Acquiring Funds in connection with the
issuance of these nominal shares. Provided that the shareholders of one or both
Transferring Classes of a Transferring Fund have approved the Reorganization,
the Board of Trustees of the Transferring Trust, or any officer of the
Transferring Trust duly authorized by that Board, on behalf of the Transferring
Fund as sole shareholder of the corresponding Acquiring Fund, shall approve the
investment advisory agreement between the Acquiring Fund and Janus Capital
Management LLC ("Janus Capital") substantially similar to the current advisory
agreement between the corresponding Transferring Fund and Janus Capital, to take
effect the day following the Closing Date. After these approvals,
A-2
and before the Valuation Time, each Transferring Fund shall redeem its nominal
share of the Acquiring Fund.
2. REORGANIZATION
2.1 CREATION OF NEW SERIES OF THE TRANSFERRING TRUST. Subject to the
terms and conditions contained herein, the Transferring Trust agrees that, as of
immediately prior to the Valuation Time, it will designate each Transferring
Class of each Transferring Fund as a corresponding class of a separate series of
the Transferring Trust (each an "Interim Transferring Fund"), and each
Transferring Fund will allocate to the corresponding Interim Transferring Fund a
portion of the assets and liabilities of the Transferring Fund, including
securities and cash, having a value equal to the aggregate net asset value of
all Transferring Class shares of the Transferring Fund, both full and
fractional, issued and outstanding (collectively, the "Transferring Class
Assets" of that Transferring Fund), such values to be determined as set forth in
paragraph 3.1. Exhibit A to this Agreement identifies, for each Transferring
Class of each Transferring Fund, its corresponding Interim Transferring Fund and
the corresponding Acquiring Class of the corresponding Acquiring Fund. Where
appropriate due to the size of the Transferring Class Assets (either in absolute
terms or as a percentage of the entire Transferring Fund), the Transferring
Class Assets shall consist of as nearly a prorata portion as is reasonably
practical of each security or other asset held by the Transferring Fund as of
immediately prior to the Valuation Time. If, however, the size of the
Transferring Class Assets makes it impractical to apply such a prorata split to
most of the securities held by the Transferring Fund, the Transferring Class
Assets shall be selected in a manner equitable to all shareholders of the
Transferring Fund. In any case, the Transferring Class Assets shall be selected
in a manner such that the deviation between market value and amortized cost of
each Interim Transferring Fund does not materially differ from the deviation
between market value and amortized cost of the corresponding Transferring Class
of the corresponding Transferring Fund immediately prior to the Valuation Time.
If the Transferring Class Assets consist all or primarily of cash, Janus Capital
shall bear the cost of the brokerage and other expenses incurred by the
Acquiring Funds in investing the cash. The allocation of assets under this
paragraph 2.1 shall be done in accordance with the Transferring Trust's
procedures consistent with Rule 17a-7 under the Investment Company Act of 1940,
as amended (the "1940 Act"), and related no-action letters issued by the staff
of the Securities and Exchange Commission, as if the allocation of assets were a
sale of assets from each Transferring Class of a Transferring Fund to the
corresponding Interim Transferring Fund; provided, however, instead of a cash
payment, each Interim Transferring Fund will be considered to have issued its
shares to the corresponding Transferring Class of the corresponding Transferring
Fund with a value equal to the value of the corresponding Transferring Class
Assets.
2.2 TRANSFER OF ASSETS AND LIABILITIES; ISSUANCE OF SHARES.
Subject to the terms and conditions contained herein:
(a) As of the Valuation Time, the Transferring Trust will
transfer, convey and assign the Transferring Class Assets of each
Interim Transferring Fund to the corresponding Acquiring Fund.
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(b) In exchange therefor, each Acquiring Fund will (i) deliver
to the corresponding Interim Transferring Fund a number of full and
fractional Acquiring Fund Shares equal to the number of full and
fractional Transferring Class Shares of the corresponding Interim
Transferring Fund outstanding as of the Valuation Time and (ii) take
certain other actions, as set forth in paragraph 2.3. In lieu of
delivering certificates for the Acquiring Fund Shares, each Acquiring
Fund shall cause its transfer agent to credit the Acquiring Fund Shares
to the corresponding Interim Transferring Fund's account on the books
of the Acquiring Fund and shall deliver a confirmation thereof to the
corresponding Interim Transferring Fund.
2.3 LIABILITIES. Each Transferring Fund will endeavor to discharge all
of its known liabilities and obligations attributable to its Transferring
Classes prior to the Closing Date to the extent reasonably practicable. Each
Transferring Fund will transfer to the corresponding Interim Transferring Fund,
which will assume, any such liabilities and obligations which have not been
discharged prior to the Closing Date as provided for in paragraphs 2.1 and 2.2.
The Acquiring Fund will, in turn, assume all such known liabilities, debts,
obligations and duties of the Interim Transferring Fund.
2.4 DELIVERY OF TRANSFERRING CLASS ASSETS. Each Interim Transferring
Fund shall deliver the Transferring Class Assets at the closing provided for in
paragraph 4.1 (the "Closing") to the custodian for the corresponding Acquiring
Fund (each, a "Custodian"), for the account of the corresponding Acquiring Class
of the corresponding Acquiring Fund, all securities not in bearer form duly
endorsed, or accompanied by duly executed separate assignments or stock powers,
in proper form for transfer, with signatures guaranteed, and with all necessary
stock transfer stamps, sufficient to transfer good and marketable title thereto
(including all accrued interest and dividends and rights pertaining thereto) to
the Custodian for the account of the corresponding Acquiring Fund free and clear
of all liens, encumbrances, rights, restrictions and claims. All cash delivered
shall be in the form of immediately available funds payable to the order of the
Custodian for the account of the corresponding Acquiring Fund.
2.5 SUBSEQUENT DIVIDENDS OR INTEREST PAYMENTS. Each Transferring Class
of each Transferring Fund will pay or cause to be paid to the corresponding
Acquiring Class of the corresponding Acquiring Fund any dividends or interest
received on or after the Closing Date with respect to any of the Transferring
Class Assets. Each Transferring Class of the Transferring Fund will transfer to
the corresponding Acquiring Class of the corresponding Acquiring Fund any
distributions, rights or other assets received by (and attributable to the
Transferring Classes of) the Transferring Fund on or after the Closing Date as
distributions on or with respect to any of the Transferring Class Assets. Such
assets shall be deemed included in the Transferring Class Assets and shall not
be separately valued.
2.6 DISTRIBUTION OF ACQUIRING FUND SHARES. As soon after the Closing as
is conveniently possible, each Interim Transferring Fund will distribute in kind
pro rata to the holders of record the shares of the corresponding Transferring
Classes of the corresponding Transferring Fund, determined as of the Valuation
Time, in redemption of such shares of the Transferring Classes, the Acquiring
Fund Shares received by the Interim Transferring Fund pursuant to paragraph 2.2.
Such distribution will be accomplished by the transfer agent of each Acquiring
Fund transferring the Acquiring Fund Shares then credited to the account of the
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corresponding Interim Transferring Funds on the books of the Acquiring Fund to
open accounts on such books in the names of the holders of the Interim
Transferring Funds' shares and representing the respective pro rata number of
the Acquiring Fund Shares due each such shareholder. All issued and outstanding
shares of each Interim Transferring Fund will simultaneously be canceled on the
books of the Interim Transferring Fund.
2.7 TRANSFER TAXES. Any transfer taxes payable upon issuance of the
Acquiring Fund Shares in a name other than that of the registered holder of the
redeemed Interim Transferring Fund shares on the books of the Transferring Fund
shall, as a condition of such issuance and transfer, be paid by the person to
whom such Acquiring Fund Shares are to be issued and transferred.
2.8 REPORTING RESPONSIBILITIES. Any reporting responsibility of
the Transferring Funds is and shall remain the responsibility of the
Transferring Funds after the Reorganization.
2.9 EXPENSES. Janus Capital shall bear all expenses incurred in
connection with the Agreement and the transactions contemplated herein.
3. VALUATION
3.1 VALUATION OF THE TRANSFERRING CLASS ASSETS. The value of the
Transferring Class Assets of each Transferring Fund shall be their values
computed as of the close of the regular trading session on the New York Stock
Exchange (normally 4:00 p.m., New York City time) on the Closing Date (the
"Valuation Time") based on the Transferring Fund's valuation procedures set
forth in the Transferring Fund's then-current Prospectus and Statement of
Additional Information and the Transferring Fund's procedures under Rule 17a-7
under the 1940 Act. The aggregate net asset value of the shares of each
Transferring Class of each Transferring Fund, both full and fractional, issued
and outstanding, shall be equal to (a) the number of Transferring Class shares
issued and outstanding at the Valuation Time, multiplied by (b) the net asset
value per share of a Transferring Class share computed as of the Valuation Time,
based on the Transferring Fund's valuation procedures set forth in the
Transferring Fund's then-current Prospectus and Statement of Additional
Information [and the Transferring Fund's procedures under Rule 17a-7 under the
1940 Act].
3.2 NET ASSET VALUES OF THE ACQUIRING FUNDS. The net asset value of a
share of an Acquiring Class of an Acquiring Fund as of the Valuation Time shall
be the same as net asset value per share of the corresponding Transferring Class
shares of the corresponding Transferring Fund computed as of the Valuation Time
in accordance with paragraph 3.1.
4. CLOSING AND CLOSING DATE
4.1 CLOSING TIME AND PLACE. Subject to the provisions of Section 8 of
this Agreement, the Closing Date shall be February 23, 2007, or such other date
as the parties may mutually agree. All acts taking place on the Closing Date,
other than the acts called for by paragraph 1.3 hereof, shall be deemed to take
place simultaneously as of the close of the regular trading session on the New
York Stock Exchange on the Closing Date unless otherwise provided,
notwithstanding that the Closing shall be held at 4:30 p.m., Mountain time, on
the
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Closing Date at the offices of Janus Capital, 151 Detroit Street, Denver,
Colorado 80206, or at such other time and/or place as the parties may mutually
agree.
4.2 CUSTODIAN CERTIFICATE. Each Custodian shall deliver at the Closing
a certificate of an authorized officer stating that the Transferring Class
Assets for each Interim Transferring Fund have been delivered in proper form to
each Acquiring Fund.
4.3 DELAY IN VALUATION. If at the Valuation Time (a) the trading market
or markets for portfolio securities of any Interim Transferring Fund shall be
closed to trading or trading thereon shall be restricted, or (b) trading or the
reporting of trading in such market or markets shall be disrupted so that
accurate appraisal of the value of the net assets of the Transferring Class
Assets is impracticable, the Closing Date shall be postponed until the first
business day after the day when trading shall have been fully resumed and
reporting shall have been restored.
4.4 TRANSFER AGENT CERTIFICATES. The transfer agent for the
Transferring Trust shall deliver at the Closing a certificate of an authorized
officer stating that its records contain the names and addresses of all the
shareholders of each Interim Transferring Fund and the number of outstanding
shares owned by each such shareholder immediately prior to the Closing. The
transfer agent for the Acquiring Trust shall issue and deliver to the Secretary
of the Transferring Trust a confirmation, or other evidence satisfactory to the
Transferring Trust, that the shares of each Acquiring Class of each Acquiring
Fund to be transferred to the corresponding Interim Transferring Fund on the
Closing Date have been credited to the Interim Transferring Fund's account on
the books of the Acquiring Fund.
4.5 OTHER DOCUMENTS. At the Closing, each party shall deliver to the
other such bills of sale, checks, assignments, receipts or other documents as
such other party or its counsel may reasonably request.
5. REPRESENTATIONS AND WARRANTIES
5.1 REPRESENTATIONS AND WARRANTIES OF THE TRANSFERRING TRUST. The
Transferring Trust represents and warrants to the Acquiring Trust as follows:
(a) Structure and Standing. The Transferring Trust is a
business trust duly organized, validly existing and in good standing
under the laws of the Commonwealth of Massachusetts and has power to
own all of its properties and assets and to carry out this Agreement.
(b) SEC Registration. The Transferring Trust is registered
under the 1940 Act as an open-end management investment company, and
such registration has not been revoked or rescinded and is in full
force and effect.
(c) Series and Classes. Each Transferring Fund and
Transferring Class is a duly established and designated series and
class, respectively, of the Transferring Trust. On or before the
Closing Date, the Transferring Trust will designate each Interim
Transferring Fund as a duly established and designated series of the
Transferring Trust.
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(d) Prospectus. The current prospectus and statement of
additional information of the Transferring Classes of each Transferring
Fund conform in all material respects to the applicable requirements of
the Securities Act of 1933, as amended (the "1933 Act"), and the 1940
Act and the rules and regulations of the SEC thereunder and do not
include any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were
made, not misleading.
(e) Declaration of Trust. The Transferring Trust is not, and
the execution, delivery and performance of this Agreement will not
result, in material violation of the Transferring Trust's Amended and
Restated Declaration of Trust dated March 18, 2003 (the "Declaration of
Trust") or the Trust's By-Laws or of any agreement, indenture,
instrument, contract, lease or other undertaking to which the
Transferring Trust or any Transferring Fund is a party or by which it
is bound.
(f) Contracts. The Transferring Trust has no material
contracts or other commitments outstanding (other than this Agreement)
that will be terminated with liability to any Transferring Fund's
Transferring Classes on or prior to the Closing Date.
(g) Litigation. No litigation or administrative proceeding or
investigation of or before any court or governmental body is currently
pending or to its knowledge threatened against the Transferring Trust
with respect to its Transferring Funds or any of their properties or
assets that, if adversely determined, would materially and adversely
affect its financial condition or the conduct of its business. The
Transferring Trust knows of no facts that might form the basis for the
institution of such proceedings and is not a party to or subject to the
provisions of any order, decree or judgment of any court or
governmental body that materially and adversely affects its business or
its ability to consummate the transactions herein contemplated.
(h) Financial Statements. The Statements of Assets and
Liabilities of each Transferring Class of each Transferring Fund for
the fiscal years ended October 31, 2004, 2005 and 2006 have been
audited by PricewaterhouseCoopers, LLP, independent auditors; such
financial statements are in accordance with generally accepted
accounting principles, consistently applied; such statements (copies of
which have been furnished to the Acquiring Trust) fairly reflect the
financial condition of the Transferring Classes of the Transferring
Funds as of such dates; and there are no known contingent liabilities
of the Transferring Classes of the Transferring Funds as of such dates
not disclosed therein.
(i) No Material Changes. Since October 31, 2006, there has not
been any material adverse change in the Transferring Funds' financial
condition, assets, liabilities or business other than changes occurring
in the ordinary course of business, or any incurrence by any
Transferring Fund of indebtedness maturing more than one year from the
date such indebtedness was incurred.
(j) Tax Returns. At the Closing Date, all federal and other
tax returns and reports of the Transferring Funds required by law to
have been filed by such date shall have been filed, and all federal and
other taxes shall have been paid so far as due, or
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provision shall have been made for the payment thereof; and, to the
best of the Transferring Trust's knowledge, no such return is currently
under audit and no assessment has been asserted with respect to any
such return.
(k) RIC Status. For each taxable year of the Transferring
Funds ended on or prior to the Closing Date, they have met the
requirements of subchapter M of the Internal Revenue Code of 1986, as
amended (the "Code"), for qualification and treatment as a regulated
investment company, and will continue to meet all such requirements for
the taxable year that includes the Closing Date.
(l) Shares. All issued and outstanding shares of each
Transferring Class of each Transferring Fund are duly and validly
issued and outstanding, fully paid and nonassessable by the
Transferring Fund, except to the extent that under Massachusetts law
shareholders of a business trust may, under certain circumstances, be
held personally liable for its obligations. All of the issued and
outstanding shares of the Interim Transferring Funds, at the Valuation
Time, will be held by the persons and in the amounts set forth in the
records of the transfer agent as provided in paragraph 4.4. The Interim
Transferring Funds do not have outstanding any options, warrants or
other rights to subscribe for or purchase any shares of any Interim
Transferring Fund, nor is there outstanding any security convertible
into any share of any of the Interim Transferring Funds, except such as
are contemplated herein.
(m) Authority to Transfer Transferring Class Assets. On the
Closing Date, each Interim Transferring Fund will have full right,
power and authority to sell, assign, transfer and deliver the
Transferring Class Assets.
(n) Authorization. The execution, delivery and performance of
this Agreement will have been duly authorized prior to the Closing Date
by all necessary action on the part of the Transferring Trust's Board
of Trustees; and, subject to the approval of the shareholders of the
Transferring Classes of each Transferring Fund and assuming due
execution and delivery hereof by the Acquiring Trust, this Agreement
will constitute the valid and legally binding obligation of the
Transferring Trust on behalf of its series, enforceable in accordance
with its terms, subject to the effect of bankruptcy, insolvency,
reorganization, moratorium, fraudulent conveyance and other similar
laws relating to or affecting creditors' rights generally and court
decisions with respect thereto, and to general principles of equity and
the discretion of the court (regardless of whether the enforceability
is considered in a proceeding in equity or at law).
(o) Proxy Statement. The Proxy Statement (as defined in
paragraph 6.3 hereof) (other than information that relates to or has
been furnished by the Acquiring Trust) will, on the mailing date of the
Proxy Statement and on the Closing Date, not contain any untrue
statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein, in
light of the circumstances under which such statements were made, not
misleading.
5.2 REPRESENTATIONS AND WARRANTIES OF THE ACQUIRING TRUST. The
Acquiring Trust represents and warrants to the Transferring Trust as follows:
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(a) Structure and Standing. The Acquiring Trust is a statutory
trust duly organized, validly existing and in good standing under the
laws of the State of Delaware and has power to own its properties and
assets and to carry out this Agreement.
(b) SEC Registration. The Acquiring Trust is registered under
the 1940 Act as an open-end, management investment company, and, as of
the Closing Date, such registration will not have been revoked or
rescinded and will be in full force and effect.
(c) Prospectus. Each Acquiring Fund's prospectus and statement
of additional information that is or will be included in the Acquiring
Trust's registration statement will, at the time the registration
statement becomes effective, conform in all material respects to the
applicable requirements of the 1933 Act, the 1940 Act and the rules and
regulations of the SEC thereunder and will not include any untrue
statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading.
(d) Trust Instrument. The Acquiring Trust is not, and the
execution, delivery and performance of this Agreement will not result,
in material violation of its Amended and Restated Trust Instrument
dated March 18, 2003, as amended (the "Trust Instrument"), or its
By-Laws or of any agreement, indenture, instrument, contract, lease or
other undertaking to which it is a party or by which it is bound.
(e) Litigation. No litigation or administrative proceeding or
investigation of or before any court or governmental body is currently
pending or to its knowledge threatened against the Acquiring Trust or
any of its properties or assets that, if adversely determined, would
materially and adversely affect its financial condition or the conduct
of its business. The Acquiring Trust knows of no facts that might form
the basis for the institution of such proceedings and is not a party to
or subject to the provisions of any order, decree or judgment of any
court or governmental body that materially and adversely affects its
business or its ability to consummate the transactions herein
contemplated.
(f) Shares. All shares of the Acquiring Trust issued in
connection with the Reorganization will be duly and validly issued and
outstanding, fully paid and nonassessable by the Acquiring Trust,
except to the extent that under Delaware law shareholders of a
statutory trust may, under certain circumstances, be held personally
liable for its obligations. The Acquiring Trust does not have
outstanding any options, warrants or other rights to subscribe for or
purchase any shares of the Acquiring Trust, nor is there outstanding
any security convertible into any shares of the Acquiring Trust, except
such as are contemplated herein.
(g) Authorization. The execution, delivery and performance of
this Agreement will have been duly authorized prior to the Closing Date
by all necessary action, if any, on the part of the Acquiring Trust's
Board of Trustees; and, assuming due execution and delivery hereof by
the Transferring Trust, this Agreement will constitute the valid and
legally binding obligation of the Acquiring Trust on behalf of the
Acquiring
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Funds, enforceable in accordance with its terms, subject to the effect
of bankruptcy, insolvency, reorganization, moratorium, fraudulent
conveyance and other similar laws relating to or affecting creditors'
rights generally and court decisions with respect thereto, and to
general principles of equity and the discretion of the court
(regardless of whether the enforceability is considered in a proceeding
in equity or at law).
(h) Proxy Statement. The Proxy Statement (only insofar as it
relates to the Acquiring Trust and is based on information furnished by
the Acquiring Trust) will, on the mailing date of the Proxy Statement
and on the Closing Date, not contain any untrue statement of a material
fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances
under which such statements were made, not misleading.
6. COVENANTS OF THE TRANSFERRING TRUST AND THE ACQUIRING TRUST
6.1 ORDINARY COURSE. The Transferring Trust will operate its business
in the ordinary course between the date hereof and the Closing Date, it being
understood that such ordinary course of business will include the declaration
and payment of customary dividends and other distributions in the ordinary
course and on the Closing Date.
6.2 SHAREHOLDER MEETING. The Transferring Trust shall call a meeting of
its Transferring Class shareholders to consider and act upon this Agreement and
to take all other action necessary to obtain approval of the transactions
contemplated herein.
6.3 PROXY STATEMENT. The Transferring Trust and the Acquiring Trust
shall cooperate in the provision of all information reasonably necessary for the
preparation, filing and mailing of the proxy statement in connection with the
meeting of the Transferring Class shareholders to consider approval of this
Agreement and the transactions contemplated herein (the "Proxy Statement").
6.4 APPROVALS. The Acquiring Trust shall use all reasonable efforts to
obtain the approvals and authorizations required by the 1933 Act, the 1940 Act
and such of the state blue sky or securities laws as it may deem appropriate in
order to continue its operations after the Closing Date.
6.5 ADDITIONAL ACTIONS. Subject to the provisions of this Agreement,
the Transferring Trust and the Acquiring Trust will each take, or cause to be
taken, all action and do, or cause to be done, all things reasonably necessary,
proper or advisable to consummate and make effective the transactions
contemplated herein.
7. CONDITIONS PRECEDENT
7.1 CONDITIONS PRECEDENT TO OBLIGATION OF THE ACQUIRING TRUST. The
obligations of the Acquiring Trust to consummate the transactions provided for
herein shall be subject, at its election, to the performance by the Transferring
Trust of all the obligations to be performed by it hereunder on or before the
Closing Date and, in addition thereto, the following conditions:
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(a) Representation and Warranties. All representations and
warranties of the Transferring Trust contained in this Agreement shall
be true and correct in all material respects as of the date hereof and,
except as they may be affected by the transactions contemplated herein,
as of the Closing with the same force and effect as if made on the
Closing Date and as of the Closing.
(b) Certificates. The Transferring Trust shall have delivered
to the Acquiring Trust at the Closing a certificate executed in its
name by its President and a Vice President, in form and substance
reasonably satisfactory to the Acquiring Trust, to the effect that the
representations and warranties of the Transferring Trust made in this
Agreement are true and correct at and as of the Closing, except as they
may be affected by the transactions contemplated herein, and as to such
other matters as the Acquiring Trust shall reasonably request.
7.2 CONDITIONS PRECEDENT TO OBLIGATIONS OF THE TRANSFERRING TRUST. The
obligations of the Transferring Trust to consummate the transactions provided
for herein shall be subject, at its election, to the performance by the
Acquiring Trust of all the obligations to be performed by it hereunder on or
before the Closing Date and, in addition thereto, the following conditions:
(a) Representations and Warranties. All representations and
warranties of the Acquiring Trust contained in this Agreement shall be
true and correct in all material respects as of the date hereof and,
except as they may be affected by the transactions contemplated herein,
as of the Closing with the same force and effect as if made on the
Closing Date and as of the Closing.
(b) Certificate. The Acquiring Trust shall have delivered to
the Transferring Trust at the Closing a certificate executed in its
name by its President and a Vice President, in form and substance
reasonably satisfactory to the Transferring Trust, to the effect that
the representations and warranties of the Acquiring Trust made in this
Agreement are true and correct at and as of the Closing, except as they
may be affected by the transactions contemplated herein, and as to such
other matters as the Transferring Trust shall reasonably request.
7.3 FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF THE TRANSFERRING
TRUST AND THE ACQUIRING TRUST. If any of the conditions set forth below does not
exist on or before the Closing Date with respect to the Transferring Trust or
the Acquiring Trust, the other party to this Agreement, at its option, shall not
be required to consummate the transactions contemplated herein.
(a) Shareholder Approval. This Agreement and the transactions
contemplated herein shall have been approved by the requisite vote of
the holders of the outstanding shares of each Transferring Class of
each of the Transferring Funds in accordance with the provisions of the
Transferring Trust's Declaration of Trust and the 1940 Act. If the
shareholders of Transferring Classes of some but not all of the
Transferring Funds approve this Agreement and the transactions
contemplated herein, the Board of Trustees of the Transferring Trust or
of the Acquiring Trust may terminate this Agreement
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pursuant to Section 8 or may determine to proceed with the Agreement
and the transactions with respect to the Transferring Classes or
Transferring Funds for which a necessary shareholder approval was
obtained.
(b) Litigation. On the Closing Date, no action, suit or other
proceeding shall be pending before any court or governmental agency in
which it is sought to restrain or prohibit, or obtain damages or other
relief in connection with, this Agreement or the transactions
contemplated herein.
(c) Consents and Approvals. All consents of other parties and
all other consents, orders and permits of Federal, state and local
regulatory authorities (including those of the SEC and of state Blue
Sky and securities authorities) deemed necessary by the Transferring
Trust or the Acquiring Trust to permit consummation, in all material
respects, of the transactions contemplated herein shall have been
obtained, except where failure to obtain any such consent, order or
permit would not involve a risk of a material adverse effect on the
assets or properties of the Transferring Trust or the Acquiring Trust.
(d) Distribution. Each Transferring Class of each Transferring
Fund shall have declared a dividend or dividends that, together with
all previous dividends, shall have the effect of distributing to the
Transferring Fund's shareholders all of its investment company taxable
income, and net interest income excludable from gross income under
section 103(a) of the Code, for all its taxable years ended on or prior
to the Closing Date and for its current taxable year through the
Closing Date (computed without regard to any deduction for dividends
paid) and any net capital gain realized in all such taxable years
(after reduction for any capital loss carryforward).
(e) Tax Opinion. The Transferring Trust has received an
opinion from Vedder, Price, Kaufman & Kammholz, P.C. regarding the tax
effects of the Reorganization, and the Transferring Trust has taken any
actions contemplated, recommended or required by the opinion.
(f) Amortized Cost and Market Value Deviation. The net asset
value per share of the Transferring Fund calculated using market values
shall not deviate by more than .5 of 1% from the net asset value per
share calculated using amortized cost during the period from the date
hereof to the Closing.
8. TERMINATION OF AGREEMENT
8.1 TERMINATION. This Agreement and the transactions contemplated
herein may be terminated and abandoned by resolution of the Board of Trustees of
the Transferring Trust or of the Acquiring Trust, as the case may be, at any
time at or prior to the Closing Date (notwithstanding any vote of shareholders)
if: (a) circumstances should develop that, in the opinion of either such Board,
make proceeding with this Agreement inadvisable; (b) a material breach by the
other party of any representation, warranty or agreement contained therein has
occurred; (c) a condition to the obligation of the terminating party cannot
reasonably be met.
8.2 EFFECT OF TERMINATION. If this Agreement is terminated and the
Reorganization is abandoned pursuant to the provisions of this Section 8, this
Agreement shall become void and
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have no effect, without any liability on the part of either party hereto or the
Trustees, officers or shareholders of the Transferring Trust or of the Acquiring
Trust, as the case may be, in respect of this Agreement. If this Agreement is
terminated or the exchange contemplated herein is abandoned, Janus Capital shall
bear all expenses incurred in connection with this Agreement and the
transactions contemplated herein up to the time of such termination or
abandonment.
9. MISCELLANEOUS
9.1 WAIVER. At any time prior to the Closing Date, any of the
conditions set forth in Section 7 may be waived by the Board of Trustees of the
Transferring Trust or of the Acquiring Trust, as the case may be, if, in the
judgment of either, such waiver will not have a material adverse effect on the
benefits intended under this Agreement to the Transferring Trust or the
Acquiring Trust as the case may be.
9.2 CAPTIONS. The captions contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
9.3 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. None of the
representations and warranties included or provided for herein shall survive
consummation of the Reorganization.
9.4 ENTIRE AGREEMENT. This Agreement contains the entire agreement and
understanding between the parties with respect to the subject matter hereof and
merges and supersedes all prior discussions, agreements and understandings of
every kind and nature between them relating to the subject matter hereof.
Neither party shall be bound by any condition, definition, warranty or
representation other than as set forth or provided in this Agreement or as may
be, on or subsequent to the date hereof, set forth in a writing signed by the
party to be bound thereby.
9.5 AUTHORIZATIONS. All agreements, representations, actions and
obligations described herein made or to be taken or undertaken by a Transferring
Fund or an Interim Transferring Fund are made and shall be taken or undertaken
by the Transferring Trust on behalf of the Transferring Fund or the Interim
Transferring Fund. All agreements, representations, actions and obligations
described herein made or to be taken or undertaken by an Acquiring Fund are made
and shall be taken or undertaken by the Acquiring Trust on behalf of the
Acquiring Fund.
9.6 TRUST DISCLOSURE. Copies of the Declaration of Trust of the
Transferring Trust and the Trust Instrument of Acquiring Trust are on file with
the Secretaries of the Transferring Trust and the Acquiring Trust, respectively.
This Agreement is executed by the undersigned officers on behalf of the
Transferring Trust and the Acquiring Trust, respectively, and not on behalf of
such officers or the Trustees of either the Transferring Trust or the Acquiring
Trust as individuals. The respective obligations of the Transferring Trust and
the Acquiring Trust under this Agreement are not binding upon any of their
respective Trustees, officers or shareholders individually.
9.7 CHOICE OF LAW. This Agreement shall be governed and construed in
accordance with the internal laws of the [State of Delaware/Commonwealth of
Massachusetts], without giving effect to principles of conflict of laws.
A-13
9.8 COUNTERPARTS. This Agreement may be executed in counterparts, each
of which, when executed and delivered, shall be deemed to be an original.
9.9 ASSIGNMENT. 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 either 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.
IN WITNESS WHEREOF, the Transferring Trust, on behalf of the Transferring Funds,
and the Acquiring Trust, on behalf of the Acquiring Funds, have caused this
Agreement and Plan of Reorganization to be executed and attested on its behalf
by its duly authorized representatives as of the date first above written.
<Table>
JANUS INVESTMENT FUND on behalf of Janus Money Market
Fund and Janus Government Money Market Fund
ATTEST: By:
------------------------------------------ --------------------------------------------------
Secretary Vice President
JANUS ADVISER SERIES on behalf of Janus Institutional
Money Market Fund and Janus Institutional Government
Money Market Fund
ATTEST: By:
------------------------------------------ --------------------------------------------------
Secretary Vice President
</Table>
The undersigned is a party to this Agreement solely for the purpose of Sections
2.9 and 8.2.
<Table>
JANUS CAPITAL MANAGEMENT LLC
ATTEST: By:
------------------------------------------ --------------------------------------------------
Name:
---------------------------------------------
Title:
--------------------------------------------
</Table>
A-14
EXHIBIT A TO AGREEMENT AND PLAN OF REORGANIZATION
<Table>
<Caption>
(Transferring Fund/Class Interim Transferring Acquiring Fund/Class (each
(each a series of Janus Fund/Class (each a series of a series of Janus Adviser
Investment Fund) Janus Investment Fund) Series)
JANUS MONEY MARKET FUND JANUS INTERIM MONEY MARKET FUND JANUS INSTITUTIONAL MONEY MARKET FUND
Institutional Shares Institutional Shares Institutional Shares
Service Shares Service Shares Service Shares
JANUS GOVERNMENT MONEY MARKET FUND JANUS INTERIM GOVERNMENT MONEY JANUS INSTITUTIONAL GOVERNMENT MONEY
MARKET FUND MARKET FUND
Institutional Shares Institutional Shares Institutional Shares
Service Shares Service Shares Service Shares
</Table>
A-15
FORM OF PROXY CARD
JANUS MONEY MARKET FUND -- INSTITUTIONAL SHARES
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD FEBRUARY 1, 2007
THIS PROXY IS SOLICITED ON BEHALF OF THE TRUSTEES OF JANUS INVESTMENT FUND
("TRUST"). The undersigned, revoking previous proxies, hereby appoints Kelley A.
Howes, Jesper Nergaard, and Stephanie Grauerholz-Lofton or any of them, as
attorneys and proxies, with full power of substitution to each, to vote the
shares which the undersigned is entitled to vote at the Special Meeting of
Shareholders ("Meeting") of Janus Money Market Fund -- Institutional Shares, to
be held at the JW Marriott Hotel, 150 Clayton Lane, Denver, CO on February 1,
2007 at 10:00 a.m. Mountain Time and at any adjournment(s) or postponement(s) of
such Meeting. As to any other matter that properly comes before the Meeting or
any adjournment(s) or postponement(s) thereof, the persons appointed above may
vote in accordance with their best judgment. The undersigned hereby acknowledges
receipt of the accompanying Proxy Statement and Notice of Special Meeting.
VOTE VIA THE INTERNET: [ ]
VOTE VIA THE TELEPHONE:[ ]
[ ]
NOTE: Please sign exactly as your name(s)
appears on the Proxy. If you are signing this
Proxy for a corporation, estate, trust or
other fiduciary capacity, for example, as a
trustee, please state that capacity or title
along with your signature.
---------------------------- ----------------
Signature Date
---------------------------- ----------------
Signature (Joint Owners) Date
VOTING OPTIONS
READ YOUR PROXY STATEMENT AND HAVE IT AT HAND WHEN VOTING.
[COMPUTER GRAPHIC] [TELEPHONE GRAPHIC] [ENVELOPE GRAPHIC] [PERSON GRAPHIC]
VOTE ON THE INTERNET VOTE BY PHONE VOTE BY MAIL VOTE IN PERSON
LOG ON TO: CALL [ ] VOTE, SIGN AND DATE THIS PROXY ATTEND SHAREHOLDER MEETING
[ ] FOLLOW THE RECORDED CARD AND RETURN IN THE JW MARRIOTT HOTEL
FOLLOW THE ON-SCREEN INSTRUCTIONS INSTRUCTIONS POSTAGE-PAID ENVELOPE 150 CLAYTON LANE
AVAILABLE 24 HOURS AVAILABLE 24 HOURS DENVER, CO
ON FEBRUARY 1, 2007
IF YOU VOTE ON THE INTERNET OR BY TELEPHONE,
YOU NEED NOT RETURN THIS PROXY CARD.
WHEN THIS PROXY IS PROPERLY EXECUTED, THE SHARES REPRESENTED HEREBY WILL BE
VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED FOR
THE PROPOSAL SET FORTH BELOW.
PLEASE MARK A BOX BELOW IN BLUE OR BLACK INK AS FOLLOWS. EXAMPLE: [ ]
o APPROVE THE TRANSACTIONS CONTEMPLATED UNDER AN AGREEMENT AND PLAN OF
REORGANIZATION, WHICH WOULD RESULT IN THE TRANSFER OF ASSETS RELATING TO
THE INSTITUTIONAL SHARES OF JANUS MONEY MARKET FUND TO THE INSTITUTIONAL
SHARES OF JANUS INSTITUTIONAL MONEY MARKET FUND (A CORRESPONDING FUND OF
JANUS ADVISER SERIES).
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
FORM OF PROXY CARD
JANUS MONEY MARKET FUND -- SERVICE SHARES
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD FEBRUARY 1, 2007
THIS PROXY IS SOLICITED ON BEHALF OF THE TRUSTEES OF JANUS INVESTMENT FUND
("TRUST"). The undersigned, revoking previous proxies, hereby appoints Kelley A.
Howes, Jesper Nergaard, and Stephanie Grauerholz-Lofton or any of them, as
attorneys and proxies, with full power of substitution to each, to vote the
shares which the undersigned is entitled to vote at the Special Meeting of
Shareholders ("Meeting") of Janus Money Market Fund -- Service Shares, to be
held at the JW Marriott Hotel, 150 Clayton Lane, Denver, CO on February 1, 2007
at 10:00 a.m. Mountain Time and at any adjournment(s) or postponement(s) of such
Meeting. As to any other matter that properly comes before the Meeting or any
adjournment(s) or postponement(s) thereof, the persons appointed above may vote
in accordance with their best judgment. The undersigned hereby acknowledges
receipt of the accompanying Proxy Statement and Notice of Special Meeting.
VOTE VIA THE INTERNET: [ ]
VOTE VIA THE TELEPHONE:[ ]
[ ]
NOTE: Please sign exactly as your name(s)
appears on the Proxy. If you are signing this
Proxy for a corporation, estate, trust or
other fiduciary capacity, for example, as a
trustee, please state that capacity or title
along with your signature.
---------------------------- ----------------
Signature Date
---------------------------- ----------------
Signature (Joint Owners) Date
VOTING OPTIONS
READ YOUR PROXY STATEMENT AND HAVE IT AT HAND WHEN VOTING.
[COMPUTER GRAPHIC] [TELEPHONE GRAPHIC] [ENVELOPE GRAPHIC] [PERSON GRAPHIC]
VOTE ON THE INTERNET VOTE BY PHONE VOTE BY MAIL VOTE IN PERSON
LOG ON TO: CALL [ ] VOTE, SIGN AND DATE THIS PROXY ATTEND SHAREHOLDER MEETING
[ ] FOLLOW THE RECORDED CARD AND RETURN IN THE JW MARRIOTT HOTEL
FOLLOW THE ON-SCREEN INSTRUCTIONS INSTRUCTIONS POSTAGE-PAID ENVELOPE 150 CLAYTON LANE
AVAILABLE 24 HOURS AVAILABLE 24 HOURS DENVER, CO
ON FEBRUARY 1, 2007
IF YOU VOTE ON THE INTERNET OR BY TELEPHONE,
YOU NEED NOT RETURN THIS PROXY CARD.
WHEN THIS PROXY IS PROPERLY EXECUTED, THE SHARES REPRESENTED HEREBY WILL BE
VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED FOR
THE PROPOSAL SET FORTH BELOW.
PLEASE MARK A BOX BELOW IN BLUE OR BLACK INK AS FOLLOWS. EXAMPLE: [ ]
o APPROVE THE TRANSACTIONS CONTEMPLATED UNDER AN AGREEMENT AND PLAN OF
REORGANIZATION, WHICH WOULD RESULT IN THE TRANSFER OF ASSETS RELATING TO
THE SERVICE SHARES OF JANUS MONEY MARKET FUND TO THE SERVICE SHARES OF
JANUS INSTITUTIONAL MONEY MARKET FUND (A CORRESPONDING FUND OF JANUS
ADVISER SERIES).
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
FORM OF PROXY CARD
JANUS GOVERNMENT MONEY MARKET FUND -- INSTITUTIONAL SHARES
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD FEBRUARY 1, 2007
THIS PROXY IS SOLICITED ON BEHALF OF THE TRUSTEES OF JANUS INVESTMENT FUND
("TRUST"). The undersigned, revoking previous proxies, hereby appoints Kelley A.
Howes, Jesper Nergaard, and Stephanie Grauerholz-Lofton or any of them, as
attorneys and proxies, with full power of substitution to each, to vote the
shares which the undersigned is entitled to vote at the Special Meeting of
Shareholders ("Meeting") of Janus Government Money Market Fund -- Institutional
Shares, to be held at the JW Marriott Hotel, 150 Clayton Lane, Denver, CO on
February 1, 2007 at 10:00 a.m. Mountain Time and at any adjournment(s) or
postponement(s) of such Meeting. As to any other matter that properly comes
before the Meeting or any adjournment(s) or postponement(s) thereof, the persons
appointed above may vote in accordance with their best judgment. The undersigned
hereby acknowledges receipt of the accompanying Proxy Statement and Notice of
Special Meeting.
VOTE VIA THE INTERNET: [ ]
VOTE VIA THE TELEPHONE:[ ]
[ ]
NOTE: Please sign exactly as your name(s)
appears on the Proxy. If you are signing this
Proxy for a corporation, estate, trust or
other fiduciary capacity, for example, as a
trustee, please state that capacity or title
along with your signature.
---------------------------- ----------------
Signature Date
---------------------------- ----------------
Signature (Joint Owners) Date
VOTING OPTIONS
READ YOUR PROXY STATEMENT AND HAVE IT AT HAND WHEN VOTING.
[COMPUTER GRAPHIC] [TELEPHONE GRAPHIC] [ENVELOPE GRAPHIC] [PERSON GRAPHIC]
VOTE ON THE INTERNET VOTE BY PHONE VOTE BY MAIL VOTE IN PERSON
LOG ON TO: CALL [ ] VOTE, SIGN AND DATE THIS PROXY ATTEND SHAREHOLDER MEETING
[ ] FOLLOW THE RECORDED CARD AND RETURN IN THE JW MARRIOTT HOTEL
FOLLOW THE ON-SCREEN INSTRUCTIONS INSTRUCTIONS POSTAGE-PAID ENVELOPE 150 CLAYTON LANE
AVAILABLE 24 HOURS AVAILABLE 24 HOURS DENVER, CO
ON FEBRUARY 1, 2007
IF YOU VOTE ON THE INTERNET OR BY TELEPHONE,
YOU NEED NOT RETURN THIS PROXY CARD.
WHEN THIS PROXY IS PROPERLY EXECUTED, THE SHARES REPRESENTED HEREBY WILL BE
VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED FOR
THE PROPOSAL SET FORTH BELOW.
PLEASE MARK A BOX BELOW IN BLUE OR BLACK INK AS FOLLOWS. EXAMPLE: [ ]
o APPROVE THE TRANSACTIONS CONTEMPLATED UNDER AN AGREEMENT AND PLAN OF
REORGANIZATION, WHICH WOULD RESULT IN THE TRANSFER OF ASSETS RELATING TO
THE INSTITUTIONAL SHARES OF JANUS GOVERNMENT MONEY MARKET FUND TO THE
INSTITUTIONAL SHARES OF JANUS INSTITUTIONAL GOVERNMENT MONEY MARKET FUND
(A CORRESPONDING FUND OF JANUS ADVISER SERIES).
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
FORM OF PROXY CARD
JANUS GOVERNMENT MONEY MARKET FUND -- SERVICE SHARES
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD FEBRUARY 1, 2007
THIS PROXY IS SOLICITED ON BEHALF OF THE TRUSTEES OF JANUS INVESTMENT FUND
("TRUST"). The undersigned, revoking previous proxies, hereby appoints Kelley A.
Howes, Jesper Nergaard, and Stephanie Grauerholz-Lofton or any of them, as
attorneys and proxies, with full power of substitution to each, to vote the
shares which the undersigned is entitled to vote at the Special Meeting of
Shareholders ("Meeting") of Janus Government Money Market Fund -- Service
Shares, to be held at the JW Marriott Hotel, 150 Clayton Lane, Denver, CO on
February 1, 2007 at 10:00 a.m. Mountain Time and at any adjournment(s) or
postponement(s) of such Meeting. As to any other matter that properly comes
before the Meeting or any adjournment(s) or postponement(s) thereof, the persons
appointed above may vote in accordance with their best judgment. The undersigned
hereby acknowledges receipt of the accompanying Proxy Statement and Notice of
Special Meeting.
VOTE VIA THE INTERNET: [ ]
VOTE VIA THE TELEPHONE:[ ]
[ ]
NOTE: Please sign exactly as your name(s)
appears on the Proxy. If you are signing this
Proxy for a corporation, estate, trust or
other fiduciary capacity, for example, as a
trustee, please state that capacity or title
along with your signature.
---------------------------- ----------------
Signature Date
---------------------------- ----------------
Signature (Joint Owners) Date
VOTING OPTIONS
READ YOUR PROXY STATEMENT AND HAVE IT AT HAND WHEN VOTING.
[COMPUTER GRAPHIC] [TELEPHONE GRAPHIC] [ENVELOPE GRAPHIC] [PERSON GRAPHIC]
VOTE ON THE INTERNET VOTE BY PHONE VOTE BY MAIL VOTE IN PERSON
LOG ON TO: CALL [ ] VOTE, SIGN AND DATE THIS PROXY ATTEND SHAREHOLDER MEETING
[ ] FOLLOW THE RECORDED CARD AND RETURN IN THE JW MARRIOTT HOTEL
FOLLOW THE ON-SCREEN INSTRUCTIONS INSTRUCTIONS POSTAGE-PAID ENVELOPE 150 CLAYTON LANE
AVAILABLE 24 HOURS AVAILABLE 24 HOURS DENVER, CO
ON FEBRUARY 1, 2007
IF YOU VOTE ON THE INTERNET OR BY TELEPHONE,
YOU NEED NOT RETURN THIS PROXY CARD.
WHEN THIS PROXY IS PROPERLY EXECUTED, THE SHARES REPRESENTED HEREBY WILL BE
VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED FOR
THE PROPOSAL SET FORTH BELOW.
PLEASE MARK A BOX BELOW IN BLUE OR BLACK INK AS FOLLOWS. EXAMPLE: [ ]
o APPROVE THE TRANSACTIONS CONTEMPLATED UNDER AN AGREEMENT AND PLAN OF
REORGANIZATION, WHICH WOULD RESULT IN THE TRANSFER OF ASSETS RELATING TO
THE SERVICE SHARES OF JANUS GOVERNMENT MONEY MARKET FUND TO THE SERVICE
SHARES OF JANUS INSTITUTIONAL GOVERNMENT MONEY MARKET FUND (A
CORRESPONDING FUND OF JANUS ADVISER SERIES).
FOR AGAINST ABSTAIN
[ ] [ ] [ ]