AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
ON APRIL 21, 2009
REGISTRATION NO. 333-158026
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-14
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
[X] PRE-EFFECTIVE AMENDMENT NO. 1 [ ] POST-EFFECTIVE AMENDMENT NO.
(Check appropriate Box or Boxes)
JANUS INVESTMENT FUND
(Exact Name of Registrant as Specified in Charter)
151 DETROIT STREET, DENVER, COLORADO 80206-4805
(Address of Principal Executive Offices)
303-333-3863
(Registrant's Telephone No., including Area Code)
STEPHANIE GRAUERHOLZ-LOFTON, ESQ.
151 DETROIT STREET
DENVER, COLORADO 80206-4805
(Name and Address of Agent for Service)
WITH COPIES TO:
GEOFFREY R.T. KENYON, ESQ. BRUCE A. ROSENBLUM, ESQ.
DECHERT LLP K&L GATES LLP
200 CLARENDON STREET, 27TH FLOOR 1615 L. STREET N.W.
BOSTON, MASSACHUSETTS 02116 WASHINGTON, D.C. 20036
APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING: As soon as practicable after
this Registration Statement becomes effective under the Securities Act of 1933.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to Section 8(a), may
determine.
No filing fee is required because an indefinite number of shares of
beneficial interest with $0.01 par value, of the Registrant have previously been
registered pursuant to Section 24(f) of the Investment Company Act of 1940, as
amended.
================================================================================
FOR SHAREHOLDERS OF (JANUS LOGO)
JANUS ADVISER BALANCED FUND
[___________], 2009
Dear Shareholder:
The Board of Trustees for Janus Adviser Balanced Fund ("JAD Balanced
Fund"), a series of Janus Adviser Series ("JAD Trust"), recently authorized
Janus Capital Management LLC ("Janus Capital") to reorganize JAD Balanced Fund
with and into Janus Balanced Fund ("JIF Balanced Fund," and together with JAD
Balanced Fund, the "Funds"), a series of Janus Investment Fund (the "JIF Trust")
(the "Reorganization"). It is expected that the Reorganization will be completed
on or about July 6, 2009 (the "Closing Date") at which time you will receive
shares of JIF Balanced Fund equivalent in dollar value to your shares in JAD
Balanced Fund as of the Closing Date.
You are not being asked to vote on, or take any other action in connection
with the Reorganization. As of the Closing Date, your assets will automatically
be invested in JIF Balanced Fund, which has the same investment objective,
strategies, policies and risks as JAD Balanced Fund, and both Funds are managed
by the same portfolio manager. Also, while the annual operating expenses of JIF
Balanced Fund are very competitive with its peers, and the two funds have
similar expenses, it is possible that immediately after the Reorganization, as
an JIF Balanced Fund shareholder you will pay higher expenses, after waivers,
because that Fund applies a different expense limit than JAD Balanced Fund.
As explained in greater detail below and in the attached materials, the
Reorganization is part of a larger effort by Janus Capital to reorganize and
simplify its mutual fund platform. Janus Capital believes that these efforts
will provide both meaningful short- and long-term benefits to Janus fund
shareholders, and will enable Janus Capital to manage and operate its mutual
fund platform more effectively and more efficiently. The following provides a
summary of the broad effort Janus Capital is undertaking, and the actions Janus
Capital will be executing in the months ahead.
Janus Capital has historically organized its retail mutual funds into two
separate and distinct corporate structures, called "trusts." The original mutual
fund trust, the JIF Trust, was designed to offer shares using only one no-load
pricing model to primarily meet the needs of the self-directed investor. In
2000, your trust, the JAD Trust, was introduced to offer multi-class pricing to
facilitate the sale of shares of Janus mutual funds through Janus Capital's
network of third-party intermediaries. The two trusts have very similar product
offerings that are managed by the same portfolio managers or investment teams
and backed by the same research teams. In response to changing market conditions
and investor movement towards advice-driven channels, Janus Capital believes
that it is in the best interests of all fund shareholders to reorganize your
trust and create one consolidated mutual fund platform with multi-share class
pricing that is designed to meet the needs of various types of investors. To
that end, Janus Capital has proposed, and the Board of Trustees of the Janus
Funds has approved, merging each fund of the JAD trust into the similarly
managed fund in the JIF trust, including the merger of JAD Balanced Fund into
JIF Balanced Fund.
The impact of the Reorganization on you and your Fund is discussed in
detail in the attached materials. As a general matter, Janus Capital's efforts
to reorganize and simplify its mutual fund platform are expected to benefit
Janus fund shareholders in the following ways:
- The mergers provide Janus fund shareholders with the opportunity to
continue to invest in a Janus mutual fund offering the same or
substantially similar investment objective, strategies, policies and
risks, and with the same portfolio management, as their current fund,
but as part of an enhanced fund platform;
- Janus Capital will have the opportunity to operate its platform more
efficiently, providing the potential to reduce fund expenses by
reducing possible inefficiencies arising from having similarly managed
mutual funds in the same fund complex;
i
- As a result of the mergers, certain Janus funds will have larger asset
bases, which may result in the elimination of duplicative expenses and
lead to lower expense ratios in the future; and
- Janus Capital's evolving distribution model will permit different
types of shareholders to invest in the same Janus fund providing
shareholders more investment options and the opportunity to invest in
funds that have a more stable asset base.
In addition, each merger, including the Reorganization, is designed to
qualify as a tax-free reorganization, so fund shareholders should not realize a
tax gain or loss as a direct result of the merger, nor will any fund shareholder
pay any costs related to the merger.
Additional details about the Reorganization are described in the enclosed
Q&A and Prospectus/Information Statement. For information about other available
options, please contact your broker-dealer, plan sponsor, or financial
intermediary or call a Janus representative at 1-800-525-0020.
We value the trust and confidence you have placed with us and look forward
to continuing our relationship with you.
Sincerely,
----------------------------------------
Robin C. Beery
President of
Janus Adviser Series
ii
PROSPECTUS/INFORMATION STATEMENT
[______________, 2009]
TABLE OF CONTENTS
INTRODUCTION............................................................. [__]
SYNOPSIS................................................................. [__]
Investment Objectives, Strategies, Restrictions and Risks............. [__]
Comparison of Fees and Expenses....................................... [__]
Comparison of Fund Performance........................................ [__]
Distribution and Purchase Procedures, Exchange Rights, and Redemption
Procedures......................................................... [__]
Calculation of Net Asset Value........................................ [__]
Dividends and Distributions........................................... [__]
Frequent Purchases and Redemptions.................................... [__]
Taxes................................................................. [__]
Distribution Arrangements............................................. [__]
THE REORGANIZATION....................................................... [__]
The Plan.............................................................. [__]
Reasons for the Reorganization........................................ [__]
Federal Income Tax Consequences....................................... [__]
Capitalization........................................................ [__]
Other Comparative Information about the Funds......................... [__]
Investment Adviser................................................. [__]
Management Expenses................................................ [__]
Administrative Services Fees....................................... [__]
Investment Personnel............................................... [__]
Charter Documents..................................................... [__]
ADDITIONAL INFORMATION................................................... [__]
Share Ownership....................................................... [__]
Trustees and Officers................................................. [__]
Independent Registered Public Accounting Firm......................... [__]
Legal Matters......................................................... [__]
Information Available Through the SEC................................. [__]
APPENDICES............................................................... [__]
Appendix A - Form of Agreement and Plan of Reorganization............. [__]
Appendix B - Other Investment Techniques and Related Risks of the
Funds.............................................................. [__]
Appendix C - Shareholder's Guide...................................... [__]
Appendix D - Legal Matters............................................ [__]
iii
PROSPECTUS/INFORMATION STATEMENT
[_______________], 2009
Relating to the acquisition of the assets of
JANUS ADVISER BALANCED FUND
a series of Janus Adviser Series
151 Detroit Street
Denver, Colorado 80206-4805
[1-800-525-0020]
by and in exchange for shares of beneficial interest of
JANUS BALANCED FUND
a series of Janus Investment Fund
151 Detroit Street
Denver, Colorado 80206-4805
[1-800-525-3713]
INTRODUCTION
This Prospectus/Information Statement is being furnished to shareholders of
Janus Adviser Balanced Fund ("JAD Balanced Fund"), a series of Janus Adviser
Series (the "JAD Trust"), in connection with an Agreement and Plan of
Reorganization (the "Plan"). Under the Plan, shareholders of JAD Balanced Fund
will receive shares of Janus Balanced Fund ("JIF Balanced Fund," and together
with JAD Balanced Fund, the "Funds"), a corresponding series of Janus Investment
Fund (the "JIF Trust") (the "Reorganization"). It is expected that the
Reorganization will be completed on or about July 6, 2009 (the "Closing Date").
As described more fully in this Prospectus/Information Statement, the
Reorganization is one of several reorganizations that will take place among
various Janus funds.
Pursuant to the Plan, all or substantially all of the assets of JAD
Balanced Fund will be transferred to JIF Balanced Fund, a Fund also managed by
Janus Capital Management LLC ("Janus Capital"), in exchange for shares of
beneficial interest of JIF Balanced Fund and the assumption by JIF Balanced Fund
of all of the liabilities of JAD Balanced Fund, as described more fully below.
As a result of the Reorganization, each shareholder of JAD Balanced Fund will
receive a number of full and fractional shares of JIF Balanced Fund equal in
value to their holdings in JAD Balanced Fund as of the closing date of the
Reorganization. After the Reorganization is completed, JAD Balanced Fund will be
liquidated.
JIF Balanced Fund is a series of the JIF Trust, an open-end, registered
management investment company organized as a Massachusetts business trust. JAD
Balanced Fund is a series of the JAD Trust, an open-end, registered management
investment company organized as a Delaware statutory trust. JAD Balanced Fund
and JIF Balanced Fund are each a diversified series within the meaning of the
Investment Company Act of 1940, as amended (the "1940 Act"). The investment
objective of both JAD Balanced Fund and JIF Balanced Fund is to seek long-term
capital growth, consistent with preservation of capital and balanced by current
income.
Janus Capital will remain the investment adviser of JIF Balanced Fund after
the Reorganization. Janus Capital is responsible for the day-to-day management
of JAD Balanced Fund's and JIF Balanced Fund's investment portfolios and
furnishes continuous advice and recommendations concerning each Fund's
investments. Janus Capital, which as of [___________], [2009], sponsored
[______] mutual funds with approximately $[_________] billion in mutual fund
assets under management, is one of the larger mutual fund sponsors in the United
States. The Reorganization will offer shareholders continuity in portfolio
management while giving them continued access to Janus Capital's experience and
resources in managing mutual funds.
This Prospectus/Information Statement, which you should read carefully and
retain for future reference, sets forth concisely the information that you
should know about JIF Balanced Fund, JAD Balanced Fund and the Reorganization.
This Prospectus/Information Statement is being mailed on or about [______,
2009].
INCORPORATION BY REFERENCE
1
For more information about the investment objectives, strategies,
restrictions and risks of JIF Balanced Fund and JAD Balanced Fund, see:
i. the Prospectus of JAD Balanced Fund, Class A and Class C Shares,
dated November 28, 2008, as supplemented (File No. 333-33978);
ii. the Prospectus of JAD Balanced Fund, Class I Shares, dated
November 28, 2008, as supplemented (File No. 333-33978);
iii. the Prospectus of JAD Balanced Fund, Class R Shares, dated
November 28, 2008, as supplemented (File No. 333-33978);
iv. the Prospectus of JAD Balanced Fund, Class S Shares, dated
November 28, 2008, as supplemented (File No. 333-33978);
v. the Statement of Additional Information of JAD Balanced Fund,
dated November 28, 2008, as supplemented (File No. 333-33978);
vi. the Annual Report of JAD Balanced Fund for the fiscal year ended
July 31, 2008 (File No. 811-09885);
vii. the unaudited Semiannual Report of JAD Balanced Fund for the
fiscal period ended January 31, [2009] (File No. 811-09885);
viii. the Statement of Additional Information of JIF Balanced Fund,
dated February 27, 2009, as supplemented (File No. 002-34393);
ix. the Annual Report of JIF Balanced Fund for the fiscal year ended
October 31, 2008 (File No. 811-01879); and
x. the unaudited Semiannual Report of JIF Balanced Fund for the
fiscal period ended [April 30, 2008] (File No. 811-01879).
These documents have been filed with the U.S. Securities and Exchange
Commission ("SEC") and are incorporated by reference herein as appropriate. The
Prospectus of the appropriate class of JAD Balanced Fund and its Annual Report
and Semiannual Report have previously been delivered to JAD Balanced Fund
shareholders.
THE FUNDS PROVIDE ANNUAL AND SEMIANNUAL REPORTS TO THEIR SHAREHOLDERS THAT
HIGHLIGHT RELEVANT INFORMATION, INCLUDING INVESTMENT RESULTS AND A REVIEW OF
PORTFOLIO CHANGES. ADDITIONAL COPIES OF EACH FUND'S MOST RECENT ANNUAL REPORT
AND ANY MORE RECENT SEMIANNUAL REPORT ARE AVAILABLE, WITHOUT CHARGE, BY
CONTACTING YOUR BROKER-DEALER, PLAN SPONSOR, OR FINANCIAL INTERMEDIARY, OR BY
CALLING A JANUS REPRESENTATIVE AT 1-877-335-2687, VIA THE INTERNET AT
WWW.JANUS.COM/INFO, OR BY SENDING A WRITTEN REQUEST TO THE SECRETARY OF THE JAD
TRUST OR THE JIF TRUST AT 151 DETROIT STREET, DENVER, COLORADO 80206-4805.
A Statement of Additional Information dated [__], 2009 relating to the
Reorganization has been filed with the SEC and is incorporated by reference into
this Prospectus/Information Statement. You can obtain a free copy of that
document by contacting your broker-dealer, plan sponsor, or financial
intermediary or by calling Janus at 1-877-335-2687.
THE SHARES OF THE FUNDS ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED
OR ENDORSED BY, ANY FINANCIAL INSTITUTION, ARE NOT INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER AGENCY,
AND INVOLVE RISK, INCLUDING THE POSSIBLE LOSS OF THE PRINCIPAL AMOUNT INVESTED.
Each Fund is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended, and the 1940 Act, and files reports, proxy
materials, and other information with the SEC. You may
2
review and copy information about the Funds at the Public Reference Room of the
SEC or get text only copies, after paying a duplicating fee, by sending an
electronic request by e-mail to publicinfo@sec.gov or by writing to or calling
the Public Reference Room, Washington, D.C. 20549-0102 (1-202-942-8090).
Information on the operation of the Public Reference Room may also be obtained
by calling this number. You may also obtain reports and other information about
the Funds from the Electronic Data Gathering Analysis and Retrieval (EDGAR)
Database on the SEC's website at http://www.sec.gov.
THIS PROSPECTUS/INFORMATION STATEMENT IS FOR INFORMATIONAL PURPOSES ONLY.
YOU DO NOT NEED TO DO ANYTHING IN RESPONSE TO THIS PROSPECTUS/ INFORMATION
STATEMENT. WE ARE NOT ASKING YOU FOR A PROXY OR WRITTEN CONSENT, AND YOU ARE
REQUESTED NOT TO SEND US A PROXY OR WRITTEN CONSENT.
SHARES OF THE FUNDS HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC NOR
HAS THE SEC PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS/INFORMATION
STATEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
3
SYNOPSIS
This Prospectus/Information Statement provides a brief overview of the key
features and other matters typically of concern to shareholders affected by a
reorganization between mutual funds. These responses are qualified in their
entirety by the remainder of this Prospectus/Information Statement, which you
should read carefully because it contains additional information and further
details regarding the Reorganization. The description of the Reorganization is
qualified by reference to the full text of the Plan, which is attached as
Appendix A.
Q. WHAT IS HAPPENING IN THE REORGANIZATION?
A. At a meeting held on [__________, 2008], the Board of Trustees of the JAD
Trust approved the Plan which authorizes the reorganization of JAD Balanced
Fund with and into JIF Balanced Fund, with JIF Balanced Fund being the
surviving entity. JAD Balanced Fund is a series of the JAD Trust and JIF
Balanced Fund is a series of the JIF Trust. Each Fund is managed by Janus
Capital. You are receiving this Prospectus/Information Statement because
you are a shareholder of JAD Balanced Fund and will be impacted by the
Reorganization.
Upon the Closing, JAD Balanced Fund investors will receive shares of JIF
Balanced Fund equivalent in dollar value to their shares in JAD Balanced
Fund at the time of the Reorganization. Specifically, all or substantially
all of the assets of JAD Balanced Fund will be transferred to JIF Balanced
Fund solely in exchange for shares of JIF Balanced Fund with a value equal
to the value of JAD Balanced Fund's assets net of liabilities, and the
assumption by JIF Balanced Fund of all liabilities of JAD Balanced Fund.
Immediately following the transfer, the shares of JIF Balanced Fund
received by JAD Balanced Fund will be distributed pro rata to the JAD
Balanced Fund shareholders of record as of the Closing Date (on or about
July 6, 2009). After the Reorganization is completed, JAD Balanced Fund
will be liquidated. The Reorganization is conditioned upon receipt of an
opinion of counsel that the Reorganization qualifies as a tax-free
reorganization, and other conditions as outlined in the Plan.
Q. WHY IS THE REORGANIZATION IN THE BEST INTERESTS OF JAD BALANCED FUND
SHAREHOLDERS?
A. The Board of Trustees of the JAD Trust concluded that the Reorganization is
in the best interests of JAD Balanced Fund's shareholders after
consideration of the following factors, among others:
- The Reorganization is part of a larger strategic repositioning of
Janus Capital's distribution model for Janus mutual funds that is
designed to offer certain potential benefits to Fund shareholders that
are not currently available, including a more diverse Fund shareholder
base, the potential for a more stable level of Fund assets, and access
to a wider-range of Janus funds with differing investment strategies.
- The current conditions and trends in the securities markets and
related trends in the investment management business, and their
current and potential impact on Janus Capital, the JAD Trust and Fund
shareholders.
- JAD Balanced Fund has the same investment objective, strategies,
policies and risks as JIF Balanced Fund, and the two Funds have been
managed by the same co-portfolio managers for the past three years.
- The two Funds have similar historical performance.
- Shareholders of each Fund will have the opportunity to invest in a
significantly larger Fund and potentially benefit from long-term
economies of scale that may result from the Reorganization.
- Fund expenses are not expected to increase materially as a result of
the Reorganization, and Janus Capital anticipates that in the future,
the elimination of some duplicative expenses and the opportunity for
economies of scale may result in lower future fund expenses (other
than management fees).
- Both Funds use the same fixed fee structure in accordance with which
the advisory fee paid by each Fund to Janus Capital is 0.55%.
4
- The expense limitation agreements applicable to each Fund which, after
giving effect to fee waivers after the Reorganization, may result in
current JAD Balanced Fund shareholders paying higher fees in the
short-term, but provides greater longer term certainty with respect to
total expense ratios.
- The benefits of the Reorganization to Janus Capital and its
affiliates, including, among other things, that Janus Capital should
derive greater efficiency, in terms of portfolio management and
operations, by managing a single fund rather than two separate funds
with substantially the same investment objective, strategies, policies
and risks.
- The Reorganization would not dilute the interests of either Fund's
current shareholders.
- The impact of the Reorganization on the ability of JIF Balanced Fund
to benefit from using a portion of the realized capital losses
generated by JAD Balanced Fund and JIF Balanced Fund, as applicable,
to offset or defer future gains on the sales of securities in certain
circumstances.
- The Reorganization, for each Fund and its shareholders, is expected to
be tax-free in nature.
- JAD Balanced Fund's shareholders will not pay any of the costs of the
Reorganization, and immediately after the Reorganization, the value of
their shares in JIF Balanced Fund will be the same as the value of
their JAD Balanced Fund holdings immediately prior to the
Reorganization.
Q. WHAT ARE THE SIMILARITIES BETWEEN THE FUNDS?
A. Both Funds have the same investment objective of seeking long-term growth
of capital, consistent with preservation of capital and balanced by current
income. Each Fund pursues its investment objective by normally investing
50-60% of its assets in equity securities selected primarily for their
growth potential and 40-50% of its assets in securities selected primarily
for their income potential. Each Fund normally invests at least 25% of its
assets in fixed-income senior securities.
Further information comparing the investment objectives, strategies and
restrictions is included below under "Investment Objectives, Strategies,
Restrictions and Risks."
Q. HOW DO THE FUNDS COMPARE IN SIZE?
A. As of October 31, 2008, JIF Balanced Fund's net assets were approximately
$2.4 billion and JAD Balanced Fund's net assets were approximately $606.9
million. The asset size of each Fund fluctuates on a daily basis and the
asset size of JIF Balanced Fund after the Reorganization may be larger or
smaller than the combined assets of the Funds as of October 31, 2008.
Q. WILL THE REORGANIZATION RESULT IN A HIGHER INVESTMENT ADVISORY FEE RATE?
A. No. The investment advisory fee rate for JAD Balanced Fund and JIF Balanced
Fund is currently the same, 0.55% per annum of average daily net assets.
Pro forma fee, expense and financial information is included in this
Prospectus/Information Statement.
Q. WILL THE REORGANIZATION RESULT IN HIGHER FUND EXPENSES?
A. Based on October 31, 2008 assets (and assuming the Reorganization occurred
on October 31, 2008), the projected total net expense ratio of JIF Balanced
Fund is slightly higher immediately following the Reorganization (although
not necessarily annualized over the next year) than the net expense ratio
for JAD Balanced Fund. JIF Balanced Fund also has a higher expense cap
(0.76%) than JAD Balanced Fund (0.57%) which, under certain circumstances,
may result in higher net fund operating expenses immediately after the
Reorganization, particularly in an environment where Fund assets are
decreasing. While the Reorganization is not expected to have a material
impact on the expenses your Fund incurs, the expenses you pay may be higher
if the JIF Balanced Fund's expense ratio after the Reorganization is higher
than JAD Balanced Fund's existing expense limitation. This possibility
exists because as part of its efforts to reorganize its mutual fund
platform, Janus Capital reviewed its approach to contractual limits (or
"caps")
5
for fund expenses. Janus Capital uses these "expense caps" in an effort to
maintain competitive expenses relative to peers by waiving certain
expenses, including all or a portion of its investment advisory fees, as
needed, to limit the expenses a Fund pays to the contractual limit. As a
result its platform-wide review of expense limits, in October 2008 Janus
Capital adopted, and the Fund's Trustees approved, a single, uniform
approach across its funds that have such limits, to be implemented going
forward, or as existing expense limits expired. The new expense limit for
JIF Balanced Fund to be implemented as of July 6, 2009 (the expected date
of the Reorganization) is higher than the older expense limit for JAD
Balanced Fund.
It is impossible to predict the impact of the higher expense limit for JIF
Balanced Fund because the actual expense ratio after the Reorganization
will depend on the level of assets of Fund assets at that time. However,
given that the current expense limit of JAD Balanced Fund expires December
1, 2009, and that such limit would not be continued at its current rate
under the new approach to setting expense limits and under that approach
could have been higher than the expense limit for JIF Balanced Fund, as a
shareholder of JIF Balanced Fund, after the Reorganization, you will
benefit from having a contractual expense limit in place at least until
November 1, 2010.
Pro forma fee, expense, and financial information are included in this
Prospectus/Information Statement.
Q. WHAT ARE THE FEDERAL INCOME TAX CONSEQUENCES OF THE REORGANIZATION?
A. The Reorganization is expected to qualify as a tax-free transaction for
federal income tax purposes and will not take place unless counsel provides
an opinion to that effect. Shareholders should not recognize any capital
gain or loss as a direct result of the Reorganization. As a result of the
Reorganization, however, JAD Balanced Fund and/or JIF Balanced Fund may
lose the ability to utilize a portion of realized capital losses that might
have been used to offset or defer gains on sales of portfolio securities
under some circumstances. If you choose to redeem or exchange your shares
before or after the Reorganization, you may realize a taxable gain or loss;
therefore, consider consulting a tax adviser before doing so. In addition,
immediately prior to the date of the Reorganization you may receive a
distribution of ordinary income or capital gains as a result of the normal
operations of JAD Balanced Fund.
Q. WILL THE SHAREHOLDER SERVICES PROVIDED BY JANUS CAPITAL CHANGE?
A. No. Janus Capital manages both JAD Balanced Fund and JIF Balanced Fund. The
custodian, transfer agent, and distributor are the same for the Funds and
will not change as a result of the Reorganization. Following the
Reorganization, shareholders of JAD Balanced Fund will have the same
purchase and redemption privileges and expanded exchange privileges given
the additional available fund offerings in the JIF Trust. Please consult
your financial intermediary for information on any services provided by
them to the Funds.
Q. ARE THERE ANY DIFFERENCES IN SHAREHOLDER RIGHTS AND PRIVILEGES OF A FUND
UNDER THE JAD TRUST VERSUS THE JIF TRUST?
A. Shareholders of the JAD Trust (your current trust) and shareholders of the
JIF Trust (the trust into which JAD Balanced Fund is reorganizing) have
similar rights and privileges under their respective trust documents and
state laws. As a result, the Reorganization is not expected to have any
substantial effect on the rights of shareholders. Several differences in
the trusts are worth noting however. Under the JAD Trust, subject to making
certain determinations, the Board of Trustees may terminate the JAD Trust
or any fund of the JAD Trust without seeking shareholder approval. Under
the JIF Trust, shareholder approval is required to terminate the JIF Trust,
but the Board of Trustees may merge, liquidate or reorganize a fund of the
JIF Trust without seeking shareholder approval, if it is in accordance with
legal requirements such as the 1940 Act requirements. The JAD Trust,
however, is subject to more restrictive requirements with respect to
mergers, liquidations and reorganizations than it is permitted under the
1940 Act. In addition, under the JAD Trust, shareholders of each Fund are
entitled to one vote for each full share held and fractional votes for
fractional shares held. Under the JIF Trust, each holder of a whole or
fractional share held in a Fund is entitled to one vote for each whole
dollar and a proportionate fractional vote for each fractional dollar of
net asset value standing in the shareholders' name.
6
Q. WILL THERE BE ANY SALES LOAD, COMMISSION OR OTHER TRANSACTIONAL FEE IN
CONNECTION WITH THE REORGANIZATION?
A. No. There will be no sales load, commission or other transactional fee in
connection with the Reorganization. The full value of shares of JAD
Balanced Fund will be exchanged for shares of JIF Balanced Fund having
equal value, without any sales load, commission or other transactional fee
being imposed.
Q. CAN I STILL ADD TO MY EXISTING JAD BALANCED FUND ACCOUNT UNTIL THE
REORGANIZATION?
A. Yes. JAD Balanced Fund shareholders may continue to make additional
investments until the date of the Reorganization (anticipated to be on or
about July 6, 2009). However, the Board of Trustees of the JAD Trust may
determine to temporarily limit future investments in JAD Balanced Fund
prior to the date of the Reorganization to ensure a smooth transition of
shareholder accounts into JIF Balanced Fund.
Q. WILL EITHER FUND PAY FOR THE COSTS ASSOCIATED WITH THE REORGANIZATION?
A. No. Janus Capital will bear those costs.
Q. WHEN WILL THE REORGANIZATION TAKE PLACE?
A. The Reorganization will occur on or about July 6, 2009. Shortly after
completion of the Reorganization, affected shareholders will receive a
confirmation statement reflecting their new Fund account number and number
of shares owned.
Q. WHAT IF I WANT TO EXCHANGE MY SHARES INTO ANOTHER JANUS FUND PRIOR TO THE
REORGANIZATION?
A. You may exchange your shares into another Janus fund before the Closing
Date (on or about July 6, 2009) in accordance with your pre-existing
exchange privileges by contacting your broker-dealer, plan sponsor, or
financial intermediary or by calling a Janus representative at
[1-800-525-0020]. If you choose to exchange your shares of JAD Balanced
Fund for another Janus fund, your request will be treated as a normal
exchange of shares and will be a taxable transaction unless your shares are
held in a tax-deferred account, such as an individual retirement account
("IRA"). Exchanges may be subject to minimum investment requirements and
redemption fees.
Please note that other Janus funds in the JAD Trust are also subject to
reorganization with and into the JIF Trust. So, if you exchange your shares
with and into another Janus fund in the JAD Trust, shareholders of that
fund may also be participating in a reorganization of that fund with and
into a similarly-managed fund in the JIF Trust.
INVESTMENT OBJECTIVES, STRATEGIES, RESTRICTIONS AND RISKS
Both Funds are designed for long-term investors who primarily seek growth
of capital and who can tolerate the greater risks associated with common stock
investments. Although the Funds may also emphasize some degree of income, they
are not designed for investors who desire a certain level of income. The Funds
have the same investment objective, principal investment strategies and risks,
which are discussed in detail below. The Funds also have the same fundamental
and non-fundamental investment policies and restrictions, a description of each
of these investment policies and restrictions is included in each Fund's
Statement of Additional Information.
INVESTMENT OBJECTIVE
Each Fund's investment objective is to seek long-term capital growth,
consistent with preservation of capital and balanced by current income. Each
Fund's Board of Trustees may change this objective or the Fund's principal
investment strategies without a shareholder vote. Each Fund will notify its
shareholders in writing at least 60 days before making any change to the
investment objective or principal investment strategies it considers
7
material. If there is a material change to your Fund's objective or principal
investment strategies, you should consider whether the Fund remains an
appropriate investment for you. There is no guarantee that a Fund will achieve
its investment objective.
PRINCIPAL INVESTMENT STRATEGIES
Each Fund pursues its investment objective by normally investing 50-60% of
its assets in equity securities selected primarily for their growth potential
and 40-50% of its assets in securities selected primarily for their income
potential. Each Fund normally invests at least 25% of its assets in fixed-income
senior securities.
The portfolio managers share day-to-day responsibility for each Fund's
investments. In choosing investments for each Fund, the portfolio managers apply
a "bottom up" approach with one portfolio manager focusing on the equity portion
of each Fund and the other portfolio manager focusing on the fixed-income
portion of each Fund. In other words, the portfolio managers look at companies
one at a time to determine if a company is an attractive investment opportunity
and if it is consistent with each Fund's investment policies. If the portfolio
managers are unable to find such investments, each Fund's uninvested assets may
be held in cash or similar investments, subject to the Fund's specific
investment policies.
Within the parameters of its specific investment policies, each Fund may
invest in foreign equity and debt securities, which may include investments in
emerging markets.
Within the parameters of its specific investment policies, each Fund may
invest its assets in derivatives. The Funds may use derivatives for different
purposes, including hedging (to offset risks associated with an investment,
currency exposure, or market conditions) and to earn income and enhance returns.
For more information on the Funds' investment techniques and related risks,
please see Appendix B.
PRINCIPAL RISK FACTORS OF INVESTING IN THE FUNDS
Each Fund may invest in various types of securities or use certain
investment techniques to achieve its investment objective of long-term capital
growth, consistent with preservation of capital and balanced by current income.
The following is a summary of the principal risks associated with such
securities and investment techniques. Each Fund has the same investment
objective, policies and strategies, so the principal risks are the same for each
Fund. Additional information about these risks is included in each Fund's
Prospectus. As with any security, an investment in either Fund involves certain
risks, including loss of principal. The fact that a particular risk is not
identified does not indicate that a Fund does not invest its assets in, or is
precluded from investing its assets in, securities that give rise to that risk.
Information about additional investment techniques that the Funds may utilize
and related risks is included in Appendix B.
RISK FACTORS OF THE FUNDS
The biggest risk for each Fund is that the Fund's returns may vary, and you
could lose money. Each Fund is designed for long-term investors interested in a
balanced portfolio, including common stocks and bonds. Common stocks tend to be
more volatile than many other investment choices.
Market Risk. The value of each Fund's portfolio may decrease if the value
of an individual company or multiple companies in the portfolio decreases or if
the portfolio managers' belief about a company's intrinsic worth is incorrect.
Regardless of how well individual companies perform, the value of each Fund's
portfolio could also decrease if there are deteriorating economic or market
conditions, including, but not limited to, a general decline in prices on the
stock markets, a general decline in real estate markets, a decline in
commodities prices, or if the market favors different types of securities than
the types of securities in which the Fund invests. If the value of a Fund's
portfolio decreases, the Fund's net asset value ("NAV") will also decrease,
which means if you sell your shares in the Fund you may lose money.
Growth Securities Risk. Each Fund often invests in companies after
accessing their growth potential. Securities of growth companies may be more
volatile than other stocks. If the portfolio managers' perception of a
8
company's growth potential is not realized, the securities purchased may not
perform as expected, reducing the Fund's return. In addition, because different
types of stocks tend to shift in and out of favor depending on market and
economic conditions, "growth" stocks may perform differently from the market as
a whole and other types of securities.
Fixed-Income Securities Risk. The income component of each Fund's holdings
includes fixed-income securities. Typically, the values of fixed-income
securities change inversely with interest rates. Therefore, a fundamental risk
of fixed-income securities is that their value will generally decline as
interest rates rise which may cause the Fund's NAV to likewise decrease, and
vice versa. How specific fixed-income securities may react to changes in
interest rates will depend on the specific characteristics of each security. For
example, while securities with longer maturities tend to produce higher yields,
they also tend to be more sensitive to changes in interest rates and are
therefore more volatile than shorter-term securities and are subject to greater
market fluctuations as a result of changes in interest rates. Fixed-income
securities are also subject to credit risk, which is the risk that the credit
strength of an issuer of a fixed-income security will weaken and/or the issuer
will be unable to make timely principal and interest payments and that the
security may go into default. In addition, there is the risk that during periods
of falling interest rates, certain fixed-income securities with higher interest
rates, such as mortgage- and asset-backed securities, may be prepaid by the
issuer thereby reducing the amount of interest payments and may result in a Fund
having to reinvest its proceeds in lower yielding securities. Collateral related
to such investments also may be subject to a higher degree of credit risk,
valuation risk, and liquidity risk.
Foreign Exposure Risk. Each Fund may have significant exposure to foreign
markets, including emerging markets, which can be more volatile than the U.S.
markets. As a result, a Fund's returns and NAV may be affected to a large degree
by fluctuations in currency exchange rates or political or economic conditions
in a particular country. A market swing in one or more countries or regions
where a Fund has invested a significant amount of its assets may have a greater
effect on the Fund's performance than it would in a more geographically
diversified portfolio. Each Fund's investments in emerging market countries may
involve risks greater than, or in addition to, the risks of investing in more
developed countries.
Derivatives Risk. Derivatives can be highly volatile and involve risks in
addition to the risks of the underlying referenced securities. Gains or losses
from derivatives can be substantially greater than the derivatives' original
cost, and can therefore involve leverage. Derivatives can be complex instruments
and may involve analysis that differs from that required for other investment
types used by a Fund. If the value of a derivative does not correlate well with
the particular market or other asset class to which the derivative is intended
to provide exposure, the derivative may not have the anticipated effect.
Derivatives can also reduce the opportunity for gain or result in losses by
offsetting positive returns in other investments. Derivatives can be less liquid
than other types of investments. Derivatives entail the risk that the
counterparty will default on its payment obligations to a Fund. If the
counterparty to a derivative transaction defaults, a Fund would risk the loss of
the net amount of the payments that it contractually is entitled to receive.
An investment in each Fund is not a bank deposit and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other government
agency.
FREQUENTLY ASKED QUESTIONS ABOUT PRINCIPAL INVESTMENT STRATEGIES
The following questions and answers are designed to help you better
understand each Fund's principal investment strategies.
1. HOW ARE COMMON STOCKS SELECTED?
Unless its investment objective or policies prescribe otherwise, each Fund
may invest substantially all of its assets in common stocks if the portfolio
managers believe that common stocks will appreciate in value. The portfolio
managers generally take a "bottom up" approach to selecting companies. This
means that they seek to identify individual companies with earnings growth
potential that may not be recognized by the market at large. The portfolio
managers make this assessment by looking at companies one at a time, regardless
of size, country of organization, place of principal business activity, or other
similar selection criteria.
9
Each Fund may sell a holding if, among other things, the security reaches
the portfolio managers' price target, if the company has a deterioration of
fundamentals such as failing to meet key operating benchmarks, or if the
portfolio managers find a better investment opportunity. Each Fund may also sell
a holding to meet redemptions.
Each Fund may emphasize varying degrees of income. The portfolio managers
may consider dividend-paying characteristics to a greater degree in selecting
common stocks.
2. ARE THE SAME CRITERIA USED TO SELECT FOREIGN SECURITIES?
Generally, yes. The portfolio managers seek companies that meet the
selection criteria, regardless of where a company is located. Foreign securities
are generally selected on a stock-by-stock basis without regard to any defined
allocation among countries or geographic regions. However, certain factors such
as expected levels of inflation, government policies influencing business
conditions, the outlook for currency relationships, and prospects for economic
growth among countries, regions, or geographic areas may warrant greater
consideration in selecting foreign securities. There are no limitations on the
countries in which each Fund may invest, and each Fund may at times have
significant foreign exposure, including exposure in emerging markets.
3. HOW ARE ASSETS ALLOCATED BETWEEN THE GROWTH AND INCOME COMPONENTS OF EACH
FUND'S PORTFOLIO?
Each Fund shifts assets to varying degrees between the growth and income
components of its portfolio holdings based on the portfolio managers' analyses
of relevant market, financial, and economic conditions. If the portfolio
managers believe that growth securities will provide better returns than the
yields then available or expected on income-producing securities, each Fund will
place a greater emphasis on the growth component. Each Fund's growth component
will normally be 50-60% of its net assets. In addition, each Fund's income
component may consist of dividend-paying stocks which exhibit growth
characteristics.
4. WHAT TYPES OF SECURITIES MAKE UP THE GROWTH COMPONENT OF EACH FUND'S
PORTFOLIO?
The growth component of each Fund's portfolio is expected to consist
primarily of common stocks, but may also include preferred stocks, convertible
securities, or other securities selected primarily for their growth potential.
5. WHAT TYPES OF SECURITIES MAKE UP THE INCOME COMPONENT OF EACH FUND'S
PORTFOLIO?
Each Fund's income component will consist primarily of fixed income
securities.
6. HOW COULD INTEREST RATES AFFECT THE VALUE OF MY INVESTMENT IN EACH FUND?
Generally, a fixed-income security will increase in value when interest
rates fall and decrease in value when interest rates rise. Longer-term
securities are generally more sensitive to interest rate changes than
shorter-term securities, but they generally offer higher yields to compensate
investors for the associated risks. High-yield bond prices and floating rate
debt security prices are generally less directly responsive to interest rate
changes than investment grade issues or comparable fixed rate securities, and
may not always follow this pattern. The income component of each Fund's holdings
includes fixed-income securities.
7. WHAT IS A HIGH-YIELD/HIGH-RISK BOND?
A high-yield/high-risk bond (also called a "junk" bond) is a bond rated
below investment grade by major rating agencies (i.e., BB+ or lower by Standard
& Poor's Ratings Service ("Standard & Poor's") and Fitch, Inc. ("Fitch"), or Ba
or lower by Moody's Investors Service, Inc. ("Moody's")) or is an unrated bond
of similar quality. It presents greater risk of default (the failure to make
timely interest and principal payments) than higher quality bonds.
10
8. WHAT ARE U.S. GOVERNMENT SECURITIES?
Each Fund may invest in U.S. Government securities. U.S. Government
securities include those issued directly by the U.S. Treasury and those issued
or guaranteed by various U.S. Government agencies and instrumentalities. Some
government securities are backed by the "full faith and credit" of the United
States. Other government securities are backed only by the rights of the issuer
to borrow from the U.S. Treasury. Others are supported by the discretionary
authority of the U.S. Government to purchase the obligations. Certain other
government securities are supported only by the credit of the issuer. For
securities not backed by the full faith and credit of the United States, each
Fund must look principally to the agency or instrumentality issuing or
guaranteeing the securities for repayment and may not be able to assert a claim
against the United States if the agency or instrumentality does not meet its
commitment. Although they are high-quality, such securities may involve
increased risk of loss of principal and interest compared to government debt
securities that are backed by the full faith and credit of the United States.
RISKS
Because each Fund may invest substantially all of its assets in common
stocks, the main risk is the risk that the value of the stocks it holds might
decrease in response to the activities of an individual company or in response
to general market and/or economic conditions. If this occurs, a Fund's share
price may also decrease.
Each Fund's performance may also be significantly affected, positively or
negatively, by certain types of investments, such as foreign (non-U.S.)
securities, derivative investments, non-investment grade bonds ("junk bonds"),
initial public offerings ("IPOs"), or securities of companies with relatively
small market capitalizations. IPOs and other types of investments may have a
magnified performance impact on a fund with a small asset base. A Fund may not
experience similar performance as its assets grow.
Each Fund is an actively managed investment portfolio and is therefore
subject to the risk that the investment strategies employed for the Fund may
fail to produce the intended results.
Janus Capital manages many funds and numerous other accounts. Management of
multiple accounts may involve conflicts of interest among those accounts, and
may create potential risks, such as the risk that investment activity in one
account may adversely affect another account. For example, short sale activity
in an account could adversely affect the market value of long positions in one
or more other accounts (and vice versa). Additionally, Janus Capital is the
adviser to the Janus "funds of funds," which are funds that invest primarily in
other underlying mutual funds managed by Janus Capital. Because Janus Capital is
the adviser to the Janus "fund of funds" and the funds, it is subject to certain
potential conflicts of interest when allocating the assets of the Janus "fund of
funds" among such funds. To the extent that a Fund is an underlying fund in a
Janus "fund of funds," a potential conflict of interest arises when allocating
the assets of the Janus "fund of funds" to that Fund. Purchases and redemptions
of fund shares by a Janus "fund of funds" due to reallocations or rebalancings
may result in a fund having to sell securities or invest cash when it otherwise
would not do so. Such transactions could accelerate the realization of taxable
income if sales of securities resulted in gains and could also increase a fund's
transaction costs. Large redemptions by a Janus "fund of funds" may cause a
Fund's expense ratio to increase due to a resulting smaller asset base. A
further discussion of potential conflicts of interest and a discussion of
certain procedures intended to mitigate such potential conflicts are contained
in each Fund's Statement of Additional Information.
FREQUENTLY ASKED QUESTIONS ABOUT CERTAIN RISKS
The following questions and answers are designed to help you better
understand some of the risks of investing in each Fund.
1. HOW COULD A FUND'S INVESTMENTS IN FOREIGN SECURITIES AFFECT ITS
PERFORMANCE?
Within the parameters of its specific investment policies, each Fund may
invest in foreign debt and equity securities either indirectly (e.g., depositary
receipts, depositary shares, and passive foreign investment companies) or
directly in foreign markets, including emerging markets. Investments in foreign
securities, including those of foreign governments, may involve greater risks
than investing in domestic securities because a Fund's performance may depend on
factors other than the performance of a particular company. These factors
include:
11
- Currency Risk. As long as a Fund holds a foreign security, its value
will be affected by the value of the local currency relative to the
U.S. dollar. When a Fund sells a foreign currency denominated
security, its value may be worth less in U.S. dollars even if the
security increases in value in its home country. U.S.
dollar-denominated securities of foreign issuers may also be affected
by currency risk due to the overall impact of exposure to the issuer's
local currency.
- Political and Economic Risk. Foreign investments may be subject to
heightened political and economic risks, particularly in emerging
markets which may have relatively unstable governments, immature
economic structures, national policies restricting investments by
foreigners, different legal systems, and economies based on only a few
industries. In some countries, there is the risk that the government
may take over the assets or operations of a company or that the
government may impose taxes or limits on the removal of a Fund's
assets from that country.
- Regulatory Risk. There may be less government supervision of foreign
markets. As a result, foreign issuers may not be subject to the
uniform accounting, auditing, and financial reporting standards and
practices applicable to domestic issuers, and there may be less
publicly available information about foreign issuers.
- Foreign Market Risk. Foreign securities markets, particularly those of
emerging market countries, may be less liquid and more volatile than
domestic markets. Certain markets may require payment for securities
before delivery, and delays may be encountered in settling securities
transactions. In some foreign markets, there may not be protection
against failure by other parties to complete transactions. Such
factors may hinder a Fund's ability to buy and sell emerging market
securities in a timely manner, affecting the Fund's investment
strategies and potentially affecting the value of the Fund.
- Transaction Costs. Costs of buying, selling, and holding foreign
securities, including brokerage, tax, and custody costs, may be higher
than those involved in domestic transactions.
2. A FUND MAY INVEST IN SMALLER OR NEWER COMPANIES. DOES THIS CREATE ANY
SPECIAL RISKS?
Many attractive investment opportunities may be in smaller, start-up
companies offering emerging products or services. Smaller or newer companies may
suffer more significant losses as well as realize more substantial growth than
larger or more established issuers because they may lack depth of management, be
unable to generate funds necessary for growth or potential development, or be
developing or marketing new products or services for which markets are not yet
established and may never become established. In addition, such companies may be
insignificant factors in their industries and may become subject to intense
competition from larger or more established companies. Securities of smaller or
newer companies may have more limited trading markets than the markets for
securities of larger or more established issuers, or may not be publicly traded
at all, and may be subject to wide price fluctuations. Investments in such
companies tend to be more volatile and somewhat more speculative.
3. WHAT IS "INDUSTRY RISK"?
Industry risk is the possibility that a group of related securities will
decline in price due to industry-specific developments. Companies in the same or
similar industries may share common characteristics and are more likely to react
similarly to industry-specific market or economic developments. A Fund's
investments, if any, in multiple companies in a particular industry increase the
Fund's exposure to industry risk.
4. ARE THERE SPECIAL RISKS ASSOCIATED WITH INVESTMENTS IN HIGH-YIELD/HIGH-RISK
BONDS?
High-yield/high-risk bonds (or "junk" bonds) are bonds rated below
investment grade by the primary rating agencies such as Standard & Poor's,
Fitch, and Moody's or are unrated bonds of similar quality. The value of lower
quality bonds generally is more dependent on credit risk and default risk than
investment grade bonds. Issuers of high-yield/high-risk bonds may not be as
strong financially as those issuing bonds with higher credit ratings and are
more vulnerable to real or perceived economic changes, political changes, or
adverse developments specific to the issuer. In addition, the junk bond market
can experience sudden and sharp price swings.
12
The secondary market on which high-yield securities are traded may be less
liquid than the market for investment grade securities. The lack of a liquid
secondary market may have an adverse impact on the market price of the security.
Secondary markets for high-yield securities are less liquid than the market for
investment grade securities; therefore, it may be more difficult to value the
securities because valuation may require more research, and elements of judgment
may play a larger role in the valuation because there is less reliable,
objective data available.
Please refer to the "Explanation of Rating Categories" section of the JAD
Balanced Fund's Prospectus for a description of bond rating categories.
5. WHAT IS MEANT BY "CREDIT QUALITY" AND WHAT ARE THE RISKS ASSOCIATED WITH
IT?
Credit quality measures the likelihood that the issuer or borrower will
meet its obligations on a bond. One of the fundamental risks is credit risk,
which is the risk that an issuer will be unable to make principal and interest
payments when due, or default on its obligations. This may negatively impact a
Fund's returns. U.S. Government securities are generally considered to be the
safest type of investment in terms of credit risk. Municipal obligations
generally rank between U.S. Government securities and corporate debt securities
in terms of credit safety. Corporate debt securities, particularly those rated
below investment grade, present the highest credit risk.
6. HOW DO THE FUNDS TRY TO REDUCE RISK?
Each Fund may use short sales, futures, options, swap agreements
(including, but not limited to, equity, interest rate, credit default, and total
return swaps), and other derivative instruments individually or in combination
to "hedge" or protect its portfolio from adverse movements in securities prices
and interest rates. The Funds may also use a variety of currency hedging
techniques, including the use of forward currency contracts, to manage currency
risk. There is no guarantee that derivative investments will benefit a Fund. A
Fund's performance could be worse than if the Fund had not used such
instruments.
GENERAL PORTFOLIO POLICIES
Unless otherwise stated, the following general policies apply to each Fund.
Except for a Fund's policies with respect to investments in illiquid securities,
the percentage limitations included in these policies and elsewhere in this
Prospectus/Information Statement and/or the Fund's Statement of Additional
Information normally apply only at the time of purchase of a security. So, for
example, if a Fund exceeds a limit as a result of market fluctuations or the
sale of other securities, it will not be required to dispose of any securities.
CASH POSITION
The Funds may not always stay fully invested. For example, when the
portfolio managers believe that market conditions are unfavorable for profitable
investing, or when they are otherwise unable to locate attractive investment
opportunities, a Fund's cash or similar investments may increase. In other
words, cash or similar investments generally are a residual - they represent the
assets that remain after a Fund has committed available assets to desirable
investment opportunities. When a Fund's investments in cash or similar
investments increase, it may not participate in market advances or declines to
the same extent that it would if a Fund remained more fully invested. To the
extent a Fund invests its uninvested cash through a sweep program, it is subject
to the risks of the account or fund into which it is investing, including
liquidity issues that may delay the Fund from accessing its cash.
In addition, a Fund may temporarily increase its cash position under
certain unusual circumstances, such as to protect its assets or maintain
liquidity in certain circumstances, for example, to meet unusually large
redemptions. A Fund's cash position may also increase temporarily due to
unusually large cash inflows. Under unusual circumstances such as these, a Fund
may invest up to 100% of its assets in cash or similar investments. In this
case, the Fund may take positions that are inconsistent with its investment
objective. As a result, the Fund may not achieve its investment objective.
13
PORTFOLIO TURNOVER
In general, each Fund intends to purchase securities for long-term
investment, although, to a limited extent, each Fund may purchase securities in
anticipation of relatively short-term price gains. Short-term transactions may
also result from liquidity needs, securities having reached a price or yield
objective, changes in interest rates or the credit standing of an issuer, or by
reason of economic or other developments not foreseen at the time of the
investment decision. A Fund may also sell one security and simultaneously
purchase the same or a comparable security to take advantage of short-term
differentials in bond yields or securities prices. Portfolio turnover is
affected by market conditions, changes in the size of a Fund, the nature of a
Fund's investments, and the investment style of the portfolio managers. Changes
are normally made in a Fund's portfolio whenever the portfolio managers believe
such changes are desirable. Portfolio turnover rates are generally not a factor
in making buy and sell decisions.
Increased portfolio turnover may result in higher costs for brokerage
commissions, dealer mark-ups, and other transaction costs, and may also result
in taxable capital gains. Higher costs associated with increased portfolio
turnover may offset gains in a Fund's performance.
COUNTERPARTIES
Fund transactions involving a counterparty are subject to the risk that the
counterparty or third party will not fulfill its obligation to a Fund
("counterparty risk"). Counterparty risk may arise because of the counterparty's
financial condition (i.e., financial difficulties, bankruptcy, or insolvency),
market activities and developments, or other reasons, whether foreseen or not. A
counterparty's inability to fulfill its obligation may result in significant
financial loss to the Fund. A Fund may not recover its investment or may obtain
a limited recovery, and/or recovery may be delayed.
Each Fund may be exposed to counterparty risk through participation in
various programs including, but not limited to, lending its securities to third
parties, cash sweep arrangements whereby a Fund's cash balance is invested in
one or more money market funds, as well as investments in, but not limited to,
repurchase agreements, debt securities, and derivatives, including various types
of swaps, futures, and options. Each Fund intends to enter into financial
transactions with counterparties that Janus Capital believes to be creditworthy
at the time of the transaction. There is always the risk that Janus Capital's
analysis of creditworthiness is incorrect or may change due to market
conditions. To the extent that a Fund focuses its transactions with a limited
number of counterparties, it will be more susceptible to the risks associated
with one or more counterparties.
OTHER TYPES OF INVESTMENTS
Unless otherwise stated within its specific investment policies, each Fund
may also invest in other types of domestic and foreign securities and use other
investment strategies, as described in Appendix B. These securities and
strategies are not principal investment strategies of a Fund. If successful,
they may benefit a Fund by earning a return on the Fund's assets or reducing
risk; however, they may not achieve the Fund's investment objective. These
securities and strategies may include:
- debt securities
- exchange-traded funds
- indexed/structured securities
- high-yield/high-risk bonds (35% or less of a Fund's net assets)
- various derivative transactions (which could comprise a significant
percentage of a Fund's portfolio) including, but not limited to,
options, futures, forwards, swap agreements (such as equity, interest
rate, credit default, and total return swaps), participatory notes,
structured notes, and other types of derivatives individually or in
combination for hedging purposes or for nonhedging purposes such as
seeking to enhance return, to protect unrealized gains, or to avoid
realizing losses; such techniques may also be used to gain exposure to
the market pending investment of cash balances or to meet liquidity
needs
- short sales (no more than 10% of a Fund's net assets may be invested
in short sales other than against the box)
- securities purchased on a when-issued, delayed delivery, or forward
commitment basis
- bank loans, which may be acquired through loan participations and
assignments (no more than 20% of each Fund's total assets)
14
- entering into transactions to manage a Fund's realization of capital
gains and to offset such realization of capital gains with capital
losses where the portfolio managers believe it is appropriate; such
techniques may result in increased transaction costs paid by each Fund
and may be limited under the Internal Revenue Code and related
regulations
SHORT SALES
To a limited extent, each Fund may engage in short sales. A short sale is
subject to the risk that if the price of the security sold short increases in
value, a Fund will incur a loss because it will have to replace the security
sold short by purchasing it at a higher price. In addition, a Fund may not
always be able to close out a short position at a particular time or at an
acceptable price. A Fund's losses are potentially unlimited in a short sale
transaction. A lender may request, or market conditions may dictate, that the
securities sold short be returned to the lender on short notice, and a Fund may
have to buy the securities sold short at an unfavorable price. If this occurs at
a time that other short sellers of the same security also want to close out
their positions, it is more likely that a Fund will have to cover its short sale
at an unfavorable price and potentially reduce or eliminate any gain, or cause a
loss, as a result of the short sale.
Due to certain foreign countries' restrictions, a Fund will not be able to
engage in short sales in certain foreign countries where it may maintain long
positions. As a result, a Fund's ability to fully implement a short selling
strategy that could otherwise help the Fund pursue its investment goals may be
limited.
Although Janus Capital believes that its rigorous "bottom up" approach will
be effective in selecting short positions, there is no assurance that Janus
Capital will be successful in applying this approach when engaging in short
sales.
SWAP AGREEMENTS
Each Fund may utilize swap agreements as a means to gain exposure to
certain common stocks and/or to "hedge" or protect its portfolio from adverse
movements in securities prices and interest rates. Swap agreements are two-party
contracts to exchange one set of cash flows for another. Swap agreements entail
the risk that a party will default on its payment obligations to a Fund. If the
other party to a swap defaults, a Fund would risk the loss of the net amount of
the payments that it contractually is entitled to receive. If a Fund utilizes a
swap at the wrong time or judges market conditions incorrectly, the swap may
result in a loss to the Fund and reduce the Fund's total return. Various types
of swaps such as credit default, equity, interest rate, and total return swaps
are described in Appendix B.
SECURITIES LENDING
A Fund may seek to earn additional income through lending its securities to
certain qualified broker-dealers and institutions. Each Fund may lend portfolio
securities on a short-term or long-term basis, up to one-third of its total
assets as determined at the time of the loan. When a Fund lends its securities,
it receives collateral (including cash collateral), at least equal to the value
of securities loaned. There is the risk that when portfolio securities are lent,
the securities may not be returned on a timely basis, and the Fund may
experience delays and costs in recovering the security or gaining access to the
collateral. If the Fund is unable to recover a security on loan, the Fund may
use the collateral to purchase replacement securities in the market. There is a
risk that the value of the collateral could decrease below the cost of the
replacement security by the time the replacement investment is made, resulting
in a loss to the Fund.
ILLIQUID INVESTMENTS
Each Fund may invest up to 15% of its net assets in illiquid investments.
An illiquid investment is a security or other position that cannot be disposed
of quickly in the normal course of business. For example, some securities are
not registered under U.S. securities laws and cannot be sold to the U.S. public
because of SEC regulations (these are known as "restricted securities"). Under
procedures adopted by each Fund's Board of Trustees, certain restricted
securities may be deemed liquid and will not be counted toward this 15% limit.
15
SPECIAL SITUATIONS
Each Fund may invest in companies that demonstrate special situations or
turnarounds, meaning companies that have experienced significant business
problems but are believed to have favorable prospects for recovery. For example,
a special situation or turnaround may arise when, in the opinion of a Fund's
portfolio managers, the securities of a particular issuer will be recognized by
the market and appreciate in value due to a specific development with respect to
that issuer. Special situations may include significant changes in a company's
allocation of its existing capital, a restructuring of assets, or a redirection
of free cash flow. For example, issuers undergoing significant capital changes
may include companies involved in spin-offs, sales of divisions, mergers or
acquisitions, companies emerging from bankruptcy, or companies initiating large
changes in their debt to equity ratio. Companies that are redirecting cash flows
may be reducing debt, repurchasing shares, or paying dividends. Special
situations may also result from: (i) significant changes in industry structure
through regulatory developments or shifts in competition; (ii) a new or improved
product, service, operation, or technological advance; (iii) changes in senior
management or other extraordinary corporate event; (iv) differences in market
supply of and demand for the security; or (v) significant changes in cost
structure. A Fund's performance could suffer from its investments in "special
situations."
COMPARISON OF FEES AND EXPENSES
Currently, the Funds have substantially similar investment advisory
agreements and pay the same advisory fee at a fixed annual rate of 0.55% of
average daily net assets.
CURRENT AND PRO FORMA FEES AND EXPENSES
The following tables compare the fees and expenses you may bear directly or
indirectly as an investor in JAD Balanced Fund versus JIF Balanced Fund, and
show the projected ("pro forma") estimated fees and expenses of JIF Balanced
Fund, assuming consummation of the Reorganization as of October 31, 2008. Fees
and expenses shown for JAD Balanced Fund were determined based on the Fund's net
assets as of its fiscal year ended July 31, 2008. The pro forma fees and
expenses shown for JIF Balanced Fund were determined based on the Fund's net
assets as of its fiscal year ended October 31, 2008. The pro forma fees and
expenses are estimated in good faith and are hypothetical. THE FUNDS WILL NOT
BEAR ANY COSTS IN CONNECTION WITH THE REORGANIZATION.
SHAREHOLDER FEES
Shareholder fees are those paid directly from your investment, such as
sales loads and redemption fees. Class A, C, I, R and S Shares of JIF Balanced
Fund will have substantially the same class characteristics as the Class A, C,
I, R and S Shares of JAD Balanced Fund, respectively. JIF Balanced Fund
currently does not offer Class A, C, I, R and S Shares. Upon consummation of the
Reorganization, shares of these classes of JIF Balanced Fund will be established
to correspond with the shares of JAD Balanced Fund.
SHAREHOLDER FEES(1)(2) (PAID DIRECTLY FROM YOUR INVESTMENT)
CLASS A CLASS C CLASS I CLASS R CLASS S
------- ------- ------- ------- -------
JAD BALANCED FUND /
JIF BALANCED FUND (PRO FORMA)
Maximum Sales Charge (load) Imposed
on Purchases (as a % of offering
price) .......................... 5.75%(3) N/A N/A N/A N/A
Maximum Deferred Sales Charge (load)
(as a % of the lower of original
purchase price or redemption
proceeds) ....................... None(4) 1.00%(5) N/A N/A N/A
----------
(1) JIF Balanced Fund currently does not offer Class A, Class C, Class I, Class
R and Class S Shares. Upon the consummation of the Reorganization, shares
of these classes of JIF Balanced Fund will be established to correspond
with shares of JAD Balanced Fund.
(2) Your financial intermediary may charge you a separate or additional fee for
processing purchases and redemptions of shares.
(3) Sales charge may be waived for certain investors, as described in the
Shareholder's Guide (attached hereto as Appendix C).
(4) A contingent deferred sales charge of up to 1.00% may be imposed on certain
redemptions of Class A Shares bought without an initial sales charge and
then redeemed within 12 months of purchase. The contingent deferred sales
charge is not reflected in the example.
(5) A contingent deferred sales charge of 1.00% applies on Class C Shares
redeemed within 12 months of purchase. The contingent deferred sales charge
may be waived for certain investors, as described in the Shareholder's
Guide (attached hereto as Appendix C).
16
ANNUAL FUND OPERATING EXPENSES
Annual fund operating expenses are paid out of a Fund's assets and include
fees for portfolio management, maintenance of shareholder accounts, shareholder
servicing, accounting, and other services. You do not pay these fees directly,
but as the examples below show, these costs are borne indirectly by all
shareholders.
The Annual Fund Operating Expenses shown below represent annualized
expenses for the fiscal year ended July 31, 2008 for JAD Balanced Fund and those
projected for JIF Balanced Fund on a pro forma basis for the fiscal year ended
October 31, 2008 assuming consummation of the Reorganization. The pro forma
expenses include estimated costs of the larger JIF Balanced Fund, which may
result in higher costs that over the long-term are anticipated to decline. The
Annual Fund Operating Expenses do not show current expenses for JIF Balanced
Fund since, as noted above, the Fund does not currently offer any Class A, C, I,
R and S Shares. The pro forma information below assumes that JIF Balanced Fund
post-Reorganization has an annual fixed-rate advisory fee of 0.55% of average
net assets. Neither the current nor pro forma Annual Fund Operating Expenses
include the effect of recent market volatility which may increase those expenses
to the extent there has been a decline in either Fund's asset levels.
EXPENSE LIMITATIONS
Total annual fund operating expenses shown in the table below do not
include any expense limitations agreed to by Janus Capital. Currently, through
December 1, 2009, pursuant to a contract between Janus Capital and JAD Balanced
Fund, Janus Capital reduces its investment advisory fee rate paid by JAD
Balanced Fund by the amount by which the total operating expenses allocated to
any class of the Fund exceed 0.57% of average daily net assets for the fiscal
year. For purposes of this waiver, operating expenses do not include fees
payable pursuant to Rule 12b-1 under the 1940 Act, administrative services fees
(applicable to Class R Shares and Class S Shares), or items not normally
considered operating expenses, such as interest, dividends, taxes, brokerage
commissions and extraordinary expenses (including, but not limited to, legal
claims and liabilities and litigation costs, acquired fund fees and expenses and
any indemnification related thereto). Janus Capital currently does not have a
similar expense limitation agreement for JIF Balanced Fund but, assuming
consummation of the Reorganization, Janus Capital has contractually agreed to
reduce its investment advisory fee paid by JIF Balanced Fund by the amount, if
any, by which the total operating expenses allocated to any class exceed 0.76%
of average daily net assets for the fiscal year until at least November 1, 2010.
(Please note that JIF Balanced Fund will have a higher expense limitation than
that of JAD Balanced Fund which may result in higher net fund annual fund
operating expenses.)
Based on expenses and asset levels of JIF Balanced Fund as of October 31,
2008, assuming consummation of the Reorganization, the estimated pro forma
expense ratio of JIF Balanced Fund shows that no fees are being waived. Changes
to expenses and asset levels of both JAD Balanced Fund and JIF Balanced Fund at
the time of the Reorganization could trigger application of JIF Balanced Fund's
anticipated expense limit of 0.76% (with certain expenses excluded from the
waiver as noted above), resulting in a possible reduction of the investment
advisory fee payable to Janus Capital by JIF Balanced Fund.
ANNUAL FUND OPERATING EXPENSES (DEDUCTED FROM FUND ASSETS)(1)
TOTAL ANNUAL
DISTRIBUTION / ACQUIRED FUND
MANAGEMENT SERVICE OTHER FUND(5) FEES OPERATING
FEE(2) (12B-1) FEES(3) EXPENSES(4) AND EXPENSES EXPENSES(6)
---------- --------------- ------------ ------------ --------------
JAD BALANCED FUND /
JIF BALANCED FUND (PRO FORMA ASSUMING CONSUMMATION OF THE REORGANIZATION ONLY)
17
Class A Shares
CURRENT 0.55% 0.25% 0.08% 0.00% 0.88%
Pro Forma 0.55% 0.25% 0.06% 0.00% 0.86%
Class C Shares
CURRENT 0.55% 1.00% 0.08% 0.00% 1.63%
Pro Forma 0.55% 1.00% 0.07% 0.00% 1.62%
Class I Shares
CURRENT 0.55% N/A 0.05% 0.00% 0.60%
Pro Forma 0.55% N/A 0.04% 0.00% 0.59%
Class R Shares
CURRENT 0.55% 0.50% 0.31% 0.00% 1.36%
Pro Forma 0.55% 0.50% 0.29% 0.00% 1.34%
Class S Shares
CURRENT 0.55% 0.25% 0.29% 0.00% 1.09%
Pro Forma 0.55% 0.25% 0.29% 0.00% 1.09%
----------
(1) All expenses are shown without the effect of expense offset arrangements.
Pursuant to such arrangements, credits realized as a result of uninvested
cash balances are used to reduce custodian and transfer agent expenses.
(2) The "Management Fee" is the investment advisory fee rate paid by the Fund
to Janus Capital.
(3) Includes a shareholder servicing fee of up to 0.25% for Class C Shares.
Because the 12b-1 fee is charged as an ongoing fee, over time the fee will
increase the cost of your investment and may cost you more than paying
other types of sales charges.
(4) For Class A Shares, Class C Shares, and Class I Shares, Other Expenses may
include administrative, networking, or omnibus positioning fees charged by
intermediaries with respect to processing orders in Fund shares. For Class
R Shares and Class S Shares, Other Expenses include an administrative
services fee of 0.25% of the average daily net assets of each class to
compensate Janus Services LLC for providing, or arranging for the provision
of, recordkeeping, subaccounting, and administrative services to retirement
plan participants, pension plan participants, or other underlying investors
investing through institutional channels.
(5) "Acquired Fund" means any underlying fund (including, but not limited to,
exchange-traded funds) in which a Fund invests or has invested during the
period. A Fund's "ratio of gross expenses to average net assets" appearing
in the Financial Highlights tables in the Fund's current prospectus does
not include Acquired Fund Fees and Expenses and may not correlate to the
Total Annual Fund Operating Expenses shown in the table above. Amounts less
than 0.01%, if applicable, are included in Other Expenses.
(6) Total Annual Fund Operating Expenses do not reflect the application of
contractual expense waivers by Janus Capital. Janus Capital has
contractually agreed to waive the total operating expenses of (i) JAD
Balanced Fund and (ii) assuming the consummation of the Reorganization, JIF
Balanced Fund post-Reorganization (excluding the distribution and
shareholder servicing fees (applicable to Class A Shares, Class C Shares,
Class R Shares, and Class S Shares), administrative services fees
(applicable to Class R Shares and Class S Shares), brokerage commissions,
interest, dividends, taxes, and extraordinary expenses including, but not
limited to, acquired fund fees and expenses) to the extent such operating
expenses exceed 0.57% and 0.76%, respectively, of average daily net assets
on the fiscal year ending date in which the agreement is in effect. The
agreement to contractually waive expenses of JIF Balanced Fund
post-Reorganization will be in effect, unless terminated, revised, or
extended, until at least November 1, 2010. Refer to "Expense Limitations"
in this Prospectus/Information Statement for the Funds' expense limit. With
the waiver, Net Annual Fund Operating Expenses for each Fund are as
follows:
JAD BALANCED FUND JIF BALANCED FUND (PRO FORMA)
----------------- -----------------------------
Class A 0.82% 0.86%
Class C 1.57% 1.62%
Class I 0.57% 0.59%
Class R 1.33% 1.34%
Class S 1.07% 1.09%
EXAMPLES:
THE FOLLOWING EXAMPLES ARE BASED ON EXPENSES WITHOUT WAIVERS AS DISCUSSED ABOVE
UNDER "EXPENSE LIMITATIONS." These examples are intended to help you compare the
cost of investing in the Funds, under both the current fee structure and the
proposed fee structure, with the cost of investing in other mutual funds. The
examples assume that you invest $10,000 in the Funds for the time periods
indicated and reinvest all dividends and distributions without a sales charge.
The examples also assume that your investment has a 5% return each year and that
the Funds' operating expenses without waivers remain the same. The first example
assumes that you redeem all of your Shares at the end of each period. The second
example assumes that you keep your Shares. Although your actual costs may be
higher or lower, based upon these assumptions your costs would be as follows:
18
IF YOU REDEEM YOUR SHARES: *
1 YEAR(1)(2)(3) 3 YEARS(1)(4) 5 YEARS(1)(4) 10 YEARS(1)(4)
--------------- ------------- ------------- --------------
JAD BALANCED FUND /
JIF BALANCED FUND (PRO FORMA ASSUMING CONSUMMATION OF THE REORGANIZATION ONLY)
Class A Shares
CURRENT $660 $840 $1,035 $1,597
Pro Forma $658 $834 $1,024 $1,575
Class C Shares
CURRENT $266 $514 $ 887 $1,933
Pro Forma $265 $511 $ 881 $1,922
Class I Shares
CURRENT $ 61 $192 $ 335 $ 750
Pro Forma $ 60 $189 $ 329 $ 738
Class R Shares
CURRENT $138 $431 $ 745 $1,635
Pro Forma $136 $425 $ 734 $1,613
Class S Shares
CURRENT $111 $347 $ 601 $1,329
Pro Forma $111 $347 $ 601 $1,329
IF YOU DO NOT REDEEM YOUR SHARES: *
1 YEAR (1) 3 YEARS(1) 5 YEARS(1) 10 YEARS(1)
---------- ---------- ---------- -----------
JAD BALANCED FUND /
JIF BALANCED FUND (PRO FORMA ASSUMING CONSUMMATION OF THE REORGANIZATION
ONLY)
Class A Shares
CURRENT $660 $840 $1,035 $1,597
Pro Forma $658 $834 $1,024 $1,575
Class C Shares
CURRENT $166 $514 $ 887 $1,933
Pro Forma $165 $511 $ 881 $1,922
Class I Shares
CURRENT $ 61 $192 $ 335 $ 750
Pro Forma $ 60 $189 $ 329 $ 738
Class R Shares
CURRENT $138 $431 $ 745 $1,635
Pro Forma $136 $425 $ 734 $1,613
Class S Shares
CURRENT $111 $347 $ 601 $1,329
Pro Forma $111 $347 $ 601 $1,329
(1) Assumes the payment of the maximum initial sales charge on Class A Shares
at the time of purchase for the Funds. The sales charge may be waived or
reduced for certain investors, which would reduce the expenses for those
investors.
(2) A contingent deferred sales charge of up to 1.00% may be imposed on certain
redemptions of Class A Shares bought without an initial sales charge and
then redeemed within 12 months of purchase. The contingent deferred sales
charge is not reflected in the example.
(3) A contingent deferred sales charge of 1.00% applies on Class C Shares
redeemed within 12 months of purchase. The contingent deferred sales charge
may be waived for certain investors, as described in the Shareholder's
Guide (attached hereto as Appendix C).
(4) Contingent deferred sales charge is not applicable.
* The pro forma numbers shown for each class of shares of the Fund include a
pro forma management fee calculated as described in the text and related
footnotes that accompany the fee table above.
COMPARISON OF FUND PERFORMANCE
The following information provides some indication of the risks of
investing in the Funds by showing how each Fund's actual performance has varied
over time. The bar charts depict the change in performance from year to year
during the periods indicated. The bar chart figures do not include any
applicable sales charges that an investor may pay when they buy or sell shares
of a Fund. If sales charges were included, the returns would be lower. The table
following the charts shows how the performance of each Fund compares to
broad-based market indices (which, unlike the Funds, do not have any fees or
expenses). Each Fund's performance is compared to the S&P 500(R) Index,
19
Barclays Capital U.S. Government/Credit Bond Index (formerly named Lehman
Brothers U.S. Government/Credit Index and the Balanced Index. After the
Reorganization, it is expected that JIF Balanced Fund will continue to compare
its performance to the S&P 500(R) Index, Barclays Capital U.S. Government/Credit
Bond Index (formerly named Lehman Brothers U.S. Government/Credit Bond Index)
and the Balanced Index. The indices are not actively managed and are not
available for direct investment. All figures assume reinvestment of dividends
and distributions. For certain periods, the Funds' performance may reflect the
effect of expense waivers. Without the effect of these waivers, the performance
shown would have been lower. The performance of the Funds and the indices varies
over time. Of course, a Fund's past performance (before and after taxes) is not
necessarily an indication of future performance.
JAD BALANCED FUND - CLASS S
Annual returns for periods ended 12/31
33.59% 26.13% (2.17)% (4.84)% (6.57)% 14.01% 8.42% 7.67% 10.40% 9.85% (14.82)%
1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008
Best Quarter: _________________ Worst Quarter: _______________
The Fund's year-to-date return as of the calendar quarter ended [___________].
JIF BALANCED FUND
Annual returns for periods ended 12/31
23.51% (2.16)% (5.04)% (6.56)% 13.74% 8.71% 7.75% 10.56% 10.15% (15.22)%
1999 2000 2001 2002 2003 2004 2005 2006 2007 2008
Best Quarter: _________________ Worst Quarter: _______________
The Fund's year-to-date return as of the calendar quarter ended [___________].
AVERAGE ANNUAL TOTAL RETURNS (%) AS OF 12/31/08
1 Year(1) 5 Years 10 Years Since Inception(2)
--------- ------- -------- ------------------
JAD BALANCED FUND
Class S Shares(3)
Return Before Taxes (14.82)% 3.81% 4.19% 8.99%
Return After Taxes on Distributions (15.85)% 2.64% 3.01% 7.86%
Return After Taxes on Distributions and
Sale of Fund Shares(4) (8.78)% 3.08% 3.19% 7.56%
Class A Shares(5)
Return Before Taxes(6) (19.46)% 2.82% 3.70% 8.86%
Class C Shares(7)
Return Before Taxes (16.03)% 3.29% 3.61% 8.51%
Class I Shares(8)
Return Before Taxes (14.40)% 3.81% 4.19% 8.99%
Class R Shares(5)
Return Before Taxes (15.00)% 3.57% 3.95% 8.93%
S&P 500(R) Index(9)
(reflects no deduction for expenses, fees,
or taxes) (37.00)% (2.19)% (1.38)% 6.45%
Barclays Capital U.S. Government/Credit Bond
Index (10)
(reflects no deduction for expenses, fees,
or taxes) 5.70% 4.64% 5.64% 6.00%
Balanced Index(11)
(reflects no deduction for expenses, fees,
or taxes) (19.84)% 1.07% 2.06% 6.56%
JIF BALANCED FUND
Return Before Taxes (15.22)% 3.88% 3.96% 9.35%
Return After Taxes on Distributions (16.44)% 3.01% 2.91% 7.73%
Return After Taxes on Distributions and
Sale of Fund Shares(4) (9.00)% 3.05% 2.91% 7.40%
S&P 500(R) Index(9)
(reflects no deduction for expenses, fees,
or taxes) (37.00)% (2.19)% (1.38)% 6.91%
Barclays Capital U.S. Government/Credit Bond
Index (10)
(reflects no deduction for expenses, fees,
or taxes) 5.70% 4.64% 5.64% 6.43%
Balanced Index(11)
(reflects no deduction for expenses, fees,
or taxes) (19.84)% 1.07% 2.06% 6.99%
----------
(1) Calculated to include contingent deferred sales charge applicable to Class
C Shares.
(2) The inception date for JAD Balanced Fund is September 13, 1993 and the
inception date for JIF Balanced Fund is September 1, 1992.
20
(3) Class S Shares (formerly named Class I Shares) of the Fund commenced
operations on August 1, 2000, after the reorganization of the Retirement
Shares of Janus Aspen Series - Balanced Portfolio (the "predecessor fund")
into the Fund. The returns for the Fund reflect the performance of the
Retirement Shares of the predecessor fund prior to the reorganization. The
performance of the Retirement Shares prior to May 1, 1997 reflects the
performance of the initial class of shares of the predecessor fund. The
performance shown for certain periods prior to the Fund's commencement of
Class S Shares was calculated using the fees and expenses of Class S
Shares, without the effect of any fee and expense limitations or waivers.
The performance shown for periods following the Fund's commencement of
Class S Shares reflects the fees and expenses of Class S Shares, net of any
fee and expense limitations or waivers.
(4) If a Fund incurs a loss, which generates a tax benefit, the Return After
Taxes on Distributions and Sale of Fund shares may exceed the Fund's other
return figures.
(5) Class A and Class R Shares of the Fund commenced operations on September
30, 2004. The performance shown for Class A and Class R Shares reflect the
performance of each class from September 30, 2004 to December 31, 2008, the
performance of the Fund's Class S Shares from August 1, 2000 to September
30, 2004, and the historical performance of other classes of shares and the
predecessor fund for periods prior to August 1, 2000. The performance shown
for certain periods prior to the Fund's commencement of Class A and Class R
Shares was calculated using the fees and expenses of Class A and Class R
Shares, respectively, without the effect of any fee and expense limitations
or waivers. The performance shown for periods following the Fund's
commencement of Class A and Class R Shares reflects the fees and expenses
of Class A and Class R Shares, respectively, net of any fee and expense
limitations or waivers.
(6) Calculated assuming maximum permitted sales loads.
(7) Class C Shares of the Fund commenced operations on September 30, 2002. The
performance shown for Class C Shares reflects the performance of the Fund's
Class C Shares from September 30, 2002 to December 31, 2008, the
performance of the Fund's Class S Shares from August 1, 2000 to September
30, 2002, and the historical performance of other classes of shares and the
predecessor fund for periods prior to August 1, 2000. The performance shown
for certain periods prior to the Fund's commencement of Class C Shares was
calculated using the fees and expenses of Class C Shares, without the
effect of any fee and expense limitations or waivers. The performance shown
for periods following the Fund's commencement of Class C Shares reflects
the fees and expenses of Class C Shares, net of any fee and expense
limitations or waivers.
(8) Class I Shares of the Fund commenced operations on November 28, 2005. The
performance shown for Class I Shares reflects the performance of the Fund's
Class I Shares from November 28, 2005 to December 31, 2008, the performance
of the Fund's Class S Shares from August 1, 2000 to November 28, 2005, and
the historical performance of other classes of shares and the predecessor
fund for periods prior to August 1, 2000. The performance shown for certain
periods prior to the Fund's commencement of Class I Shares was calculated
using the fees and expenses of Class I Shares, without the effect of any
fee and expense limitations or waivers. The performance shown for periods
following the Fund's commencement of Class I Shares reflects the fees and
expenses of Class I Shares, net of any fee and expense limitations or
waivers.
(9) The Standard & Poor's ("S&P") 500(R) Index is a commonly recognized,
market-capitalization weighted index of 500 widely held equity securities,
designed to measure broad U.S. equity performance.
(10) The Barclays Capital U.S. Government/Credit Bond Index (formerly named
Lehman Brothers U.S. Government/Credit Bond Index) is composed of all bonds
that are of investment grade with at least one year until maturity.
Pursuant to an acquisition, the Lehman Brothers indices were acquired by
Barclays Capital.
(11) The Balanced Index is a hypothetical combination of unmanaged indices. This
internally calculated index combines the total returns from the S&P 500(R)
Index (55%) and the Barclays Capital U.S. Government/Credit Bond Index
(formerly named Lehman Brothers U.S. Government/Credit Bond Index) (45%).
Pursuant to an acquisition, the Lehman Brothers indices were acquired by
Barclays Capital.
After-tax returns are calculated using the historically highest individual
federal marginal income tax rates and do not reflect the impact of state and
local taxes. Actual after-tax returns depend on your individual tax situation
and may differ from those shown in the preceding table. The after-tax return
information shown above does not apply to Fund shares held through a
tax-deferred account, such as a 401(k) plan or IRA.
Current performance may be higher or lower than the performance data shown
above. For more recent performance information, visit Janus' website at
www.janus.com/info.
DISTRIBUTION AND PURCHASE PROCEDURES, EXCHANGE RIGHTS, AND REDEMPTION PROCEDURES
Class A, C, I, R and S Shares of JIF Balanced Fund will have substantially
similar class characteristics as the Class A, C, I, R and S Shares of JAD
Balanced Fund, respectively. JIF Balanced Fund currently does not offer Class A,
C, I, R and S Shares. Upon consummation of the Reorganization, shares of these
classes of JIF Balanced Fund will be established to correspond with shares of
JAD Balanced Fund. For additional information about purchase procedures,
exchange rights and redemption procedures, please refer to the Shareholder's
Guide, attached as Appendix C.
Janus Capital manages both JAD Balanced Fund and JIF Balanced Fund, and
Janus Distributors LLC ("Janus Distributors") is the distributor of each Fund.
In addition, the custodian, State Street Bank and Trust Company, and transfer
agent, Janus Services LLC, are the same for both Funds. After the
Reorganization, JIF Balanced Fund will have purchase, exchange, and redemption
procedures for Class A, C, I, R and S Shares that are the same or similar to
those of the corresponding share classes in JAD Balanced Fund. Prior to the
Reorganization, the JIF Trust will adopt a new plan pursuant to Rule 18f-3 under
the 1940 Act which will make the share class characteristics of the JIF Trust
substantially similar to the share class characteristics of the JAD Trust.
Therefore, it
21
is expected that shareholders of JAD Balanced Fund will continue to be subject
to the same procedures and receive the same services as shareholders of JIF
Balanced Fund, as they currently do as shareholders of JAD Balanced Fund.
CALCULATION OF NET ASSET VALUE
The Funds each calculate their respective net asset value per share ("NAV")
once each business day at the close of the regular trading session of the New
York Stock Exchange (normally 4:00 p.m. Eastern time). For additional
information about calculation of NAV, please refer to the Shareholder's Guide,
attached as Appendix C.
DIVIDENDS AND DISTRIBUTIONS
A detailed description of each Fund's policy with respect to dividends and
distributions is available in the "Distributions" section of JAD Balanced Fund's
Prospectus, which is incorporated by reference herein, and in Appendix C.
FREQUENT PURCHASES AND REDEMPTIONS
A detailed description of the Funds' policies with respect to frequent
trading of Fund shares is available in the "Excessive Trading" section of JAD
Balanced Fund's Prospectus, which is incorporated by reference herein, and in
Appendix C.
TAXES
A detailed description of the tax consequences of buying, holding,
exchanging and selling the Funds' shares is available in the "Taxes" section of
JAD Balanced Fund's Prospectus, which is incorporated by reference herein, and
in Appendix C.
DISTRIBUTION ARRANGEMENTS
A detailed description of the Funds' distribution arrangements is available
in the "Distribution, Servicing, and Administrative Fees" section of JAD
Balanced Fund's Prospectus, which is incorporated by reference herein, and in
Appendix C.
THE REORGANIZATION
THE PLAN
The Plan sets forth the terms and conditions under which the Reorganization
will be implemented. Significant provisions of the Plan are summarized below;
however, this summary is qualified in its entirety by reference to the Plan,
which is attached hereto as Appendix A.
The Plan contemplates: (i) JIF Balanced Fund's acquisition of all or
substantially all of the assets of JAD Balanced Fund in exchange solely for
shares of JIF Balanced Fund and the assumption by JIF Balanced Fund of all of
JAD Balanced Fund's liabilities, if any, as of the Closing Date; (ii) the
distribution on the Closing Date of those shares to the shareholders of JAD
Balanced Fund; and (iii) the complete liquidation of JAD Balanced Fund.
The value of JAD Balanced Fund's assets to be acquired and the amount of
its liabilities to be assumed by JIF Balanced Fund and the NAV of a share of JAD
Balanced Fund will be determined as of the close of regular trading on the New
York Stock Exchange ("NYSE") on the Closing Date, after the declaration by JAD
Balanced Fund of distributions, if any on the Closing Date, and will be
determined in accordance with the valuation methodologies described in JAD
Balanced Fund's currently effective Prospectuses and Statement of Additional
Information. The Plan provides that Janus Capital will bear all costs and
expenses of the Reorganization, including the costs and expenses incurred in the
preparation and mailing of this Prospectus/Information Statement. The Closing
Date is expected to be on or about July 6, 2009.
22
As soon as practicable after the Closing Date, JAD Balanced Fund will
distribute pro rata to its shareholders of record the shares of JIF Balanced
Fund it receives in the Reorganization, so that each shareholder of JAD Balanced
Fund will receive a number of full and fractional shares of JIF Balanced Fund
equal in value to his or her holdings in JAD Balanced Fund, and JAD Balanced
Fund will be liquidated.
Such distribution will be accomplished by opening accounts on the books of
JIF Balanced Fund in the names of JAD Balanced Fund shareholders and by
transferring thereto the shares of JIF Balanced Fund previously credited to the
account of JAD Balanced Fund on those books. Each shareholder account shall be
credited with the pro rata number of JIF Balanced Fund's shares due to that
shareholder. All issued and outstanding shares of JAD Balanced Fund will
simultaneously be canceled on the books of the JAD Trust. Accordingly,
immediately after the Reorganization, each former shareholder of JAD Balanced
Fund will own shares of JIF Balanced Fund that will be equal to the value of
that shareholder's shares of JAD Balanced Fund as of the Closing Date. Any
special options will automatically transfer to the new fund accounts.
The implementation of the Reorganization is subject to a number of
conditions set forth in the Plan. The Plan also requires receipt of a tax
opinion indicating that, for federal income tax purposes, the Reorganization
qualifies as a tax-free reorganization. The Plan may be terminated and the
Reorganization abandoned at any time prior to the Closing Date by the Boards of
Trustees if the Trustees determine that the Reorganization is not in the best
interests of the Funds. Please review the Plan carefully.
REASONS FOR THE REORGANIZATION
The Reorganization is part of some significant enhancements Janus Capital
has recently undertaken to reorganize and simplify its mutual fund offerings.
Janus Capital believes that these enhancements will provide both meaningful
short- and long-term benefits to fund shareholders. Janus Capital has
historically organized its retail mutual funds into two separate and distinct
trusts with different distribution models and pricing structures. Over time, the
funds offered under these two trusts have been substantially similar. Given
Janus Capital's evolving distribution model focused on servicing the
intermediary and advisor marketplace and the overlapping similarity of fund
offerings in the two trusts, Janus Capital believes that it is in the best
interests of all fund shareholders to merge funds of the two trusts that have
the same or substantially similar investment objectives, strategies, policies
and risks. These reorganizations will create one mutual fund platform with
multi-share class pricing intended to meet the needs of all investor types.
Through the reorganizations, shareholders are expected to benefit from the
following:
- The reorganizations provide Janus fund shareholders with the
opportunity to continue to invest in a Janus mutual fund offering the
same or substantially similar investment objectives, strategies,
policies and risks, and with the same portfolio management, as their
current fund, but as part of an enhanced fund platform;
- Janus Capital will have the opportunity to operate its platform more
efficiently, providing the potential to reduce possible inefficiencies
arising from having similarly managed mutual funds in the same fund
complex;
- As a result of the reorganizations, certain Janus funds will have
larger asset bases, which may result in the elimination of duplicative
expenses and lead to lower expense ratios in the future; and
- Janus Capital's evolving distribution model will permit difference
types of shareholders to invest in the same Janus fund providing
shareholders more investment options and the opportunity to invest in
funds that have a more stable asset base.
It is also noteworthy that the Reorganization is designed to qualify as a
tax-free reorganization, so shareholders of JAD Balanced Fund should not realize
a tax gain or loss as a direct result of the Reorganization.
Janus Capital met with the Trustees, all of whom are not "interested
persons" (as defined in the 1940 Act ("Independent Trustees"), counsel to the
Funds and counsel to the Independent Trustees on September 5, 2008,
23
October 2, 2008, February 25, 2009 and March 11-12, 2009 to discuss Janus
Capital's proposal to reorganize the Funds. At each meeting, the Independent
Trustees also discussed this proposal and the Plan with their independent
counsel in executive session. During the course of these meetings, the Trustees
requested and considered such information as they deemed relevant to their
deliberations.
At the joint meeting of the Boards of Trustees of the JIF Trust and the JAD
Trust held on March 12, 2009, the Trustees determined that (1) the
Reorganization is in the best interests of the shareholders of JAD Balanced Fund
and JIF Balanced Fund and (2) the Plan should be approved by the Trustees. In
making these determinations, the Trustees considered the following factors,
among others:
(1) The Reorganization is part of a larger strategic repositioning of
Janus Capital's distribution model for Janus mutual funds that is
designed to offer certain potential benefits to Fund shareholders that
are not currently available, including a more diverse Fund shareholder
base, the potential for a more stable level of Fund assets, and access
to a wider-range of Janus funds with differing investment strategies.
(2) The current conditions and trends in the securities markets and
related trends in the investment management business, and their
current and potential impact on Janus Capital, the JAD Trust and Fund
shareholders.
(3) JAD Balanced Fund has the same investment objective, strategies,
policies and risks as JIF Balanced Fund, and the two Funds have been
managed by the same co-portfolio managers for the past three years.
(4) The two Funds have similar historical performance.
(5) Shareholders of each Fund will have the opportunity to invest in a
significantly larger Fund and potentially benefit from long-term
economies of scale that may result from the Reorganization.
(6) Fund expenses are not expected to increase materially as a result of
the Reorganization, and Janus Capital anticipates that in the future,
the elimination of some duplicative expenses and the opportunity for
economies of scale may result in lower future fund expenses (other
than management fees).
(7) Both Funds use the same fixed fee structure in accordance with which
the advisory fee paid by each Fund to Janus Capital is 0.55%.
(8) The expense limitation agreements applicable to each Fund which, after
giving effect to fee waivers after the Reorganization, may result in
current JAD Balanced Fund shareholders paying higher fees in the
short-term, but provides greater longer term certainty with respect to
total expense ratios.
(9) The benefits of the Reorganization to Janus Capital and its
affiliates, including, among other things, that Janus Capital should
derive greater efficiency, in terms of portfolio management and
operations, by managing a single fund rather than two separate funds
with substantially the same investment objective, strategies, policies
and risks.
(10) The Reorganization would not dilute the interests of either Fund's
current shareholders.
(11) The impact of the Reorganization on the ability of JIF Balanced Fund
to benefit from using a portion of the realized capital losses
generated by JAD Balanced Fund and JIF Balanced Fund, as applicable,
to offset or defer future gains on the sales of securities in certain
circumstances.
(12) The Reorganization, for each Fund and its shareholders, is expected to
be tax-free in nature.
(13) JAD Balanced Fund's shareholders will not pay any of the costs of the
Reorganization, and immediately after the Reorganization, the value of
their shares in JIF Balanced Fund will be the same as the value of
their JAD Balanced Fund holdings immediately prior to the
Reorganization.
Based on these considerations, among others, the Boards of Trustees of the
JAD Trust and JIF Trust concluded that: (1) the Reorganization is in the best
interests of JAD Balanced Fund and JIF Balanced Fund and their respective
shareholders; and (2) the interests of the existing shareholders of each Fund
will not be diluted as a result of the Reorganization. Accordingly, the Trustees
approved the Plan.
24
FEDERAL INCOME TAX CONSEQUENCES
As a condition to the Reorganization, the JAD Trust and the JIF Trust will
receive a legal opinion from Dechert LLP, special counsel to Janus Capital,
substantially to the effect that, subject to customary assumptions and
representations, on the basis of the existing provisions of the Internal Revenue
Code of 1986, as amended (the "Code"), the Treasury Regulations promulgated
thereunder and current administrative and judicial interpretations thereof, for
federal income tax purposes:
- the transfer of all or substantially all of the assets of JAD Balanced
Fund solely in exchange for shares of JIF Balanced Fund and the
assumption by JIF Balanced Fund of all liabilities of JAD Balanced
Fund, and the distribution of such shares to the shareholders of JAD
Balanced Fund, will constitute a "reorganization" within the meaning
of Section 368(a) of the Code;
- no gain or loss will be recognized by JAD Balanced Fund on the
transfer of the assets of JAD Balanced Fund to JIF Balanced Fund in
exchange for JIF Balanced Fund shares and the assumption by JIF
Balanced Fund of all liabilities of JAD Balanced Fund or upon the
distribution of JIF Balanced Fund shares to JAD Balanced Fund
shareholders in exchange for their shares of JAD Balanced Fund;
- the tax basis of JAD Balanced Fund's assets acquired by JIF Balanced
Fund will be the same to JIF Balanced Fund as the tax basis of such
assets to JAD Balanced Fund immediately prior to the Reorganization,
and the holding period of the assets of JAD Balanced Fund in the hands
of JIF Balanced Fund will include the period during which those assets
were held by JAD Balanced Fund;
- no gain or loss will be recognized by JIF Balanced Fund upon the
receipt of the assets of JAD Balanced Fund solely in exchange for JIF
Balanced Fund shares and the assumption by JIF Balanced Fund of all
liabilities of JAD Balanced Fund;
- no gain or loss will be recognized by shareholders of JAD Balanced
Fund upon the receipt of JIF Balanced Fund shares by such
shareholders, provided such shareholders receive solely JIF Balanced
Fund shares (including fractional shares) in exchange for their JAD
Balanced Fund shares; and
- the aggregate tax basis of JIF Balanced Fund shares, including any
fractional shares, received by each shareholder of JAD Balanced Fund
pursuant to the Reorganization will be the same as the aggregate tax
basis of JAD Balanced Fund shares held by such shareholder immediately
prior to the Reorganization, and the holding period of JIF Balanced
Fund shares, including fractional shares, to be received by each
shareholder of JAD Balanced Fund will include the period during which
JAD Balanced Fund shares exchanged therefor were held by such
shareholder (provided that JAD Balanced Fund shares were held as a
capital asset on the date of the Reorganization).
The receipt of such an opinion is a condition to the consummation of the
Reorganization. The JAD Trust has not obtained an Internal Revenue Service
("IRS") private letter ruling regarding the federal income tax consequences of
the Reorganization, and the IRS is not bound by advice of counsel. If the
transfer of the assets of JAD Balanced Fund in exchange for JIF Balanced Fund
shares and the assumption by JIF Balanced Fund of all liabilities of JAD
Balanced Fund does not constitute a tax-free reorganization, each JAD Balanced
Fund shareholder generally will recognize a gain or loss equal to the difference
between the value of JIF Balanced Fund shares such shareholder acquires and the
tax basis of such shareholder's JAD Balanced Fund shares.
Prior to the Closing Date, JAD Balanced Fund may pay to its shareholders a
cash distribution consisting of any undistributed investment company taxable
income and/or any undistributed realized net capital gains, including any gains
realized from any sales of assets prior to the Closing Date, which may be
attributable to portfolio transitioning. This distribution would be taxable to
shareholders that are subject to tax.
Shareholders of JAD Balanced Fund should consult their tax advisers
regarding the effect, if any, of the Reorganization in light of their individual
circumstances. Since the foregoing discussion relates only to the federal income
tax consequences of the Reorganization, shareholders of JAD Balanced Fund should
also consult tax advisers as to state and local tax consequences, if any, of the
Reorganization.
25
As of July 31, 2008, JAD Balanced Fund did not have any accumulated capital
loss carryforwards. As of October 31, 2008, JIF Balanced Fund had accumulated
capital loss carryforwards of $4,346,992, to offset its capital gains. The final
amount of the accumulated capital loss carryforwards for JAD Balanced Fund and
JIF Balanced Fund is subject to change and will not be determined until the time
of the Reorganization. After and as a result of the Reorganization, these
accumulated capital loss carryforwards may in part be subject to limitations
under applicable tax laws. As a result, JIF Balanced Fund may not be able to use
some or all of these losses, if any, as quickly as each Fund may have used these
losses in the absence of the Reorganization, and part of these losses may not be
useable at all. The Boards of Trustees of the JAD Trust and JIF Trust took this
factor into account in concluding that the Reorganization would be in the best
interests of the Funds and their shareholders.
CAPITALIZATION
The following table shows, on an unaudited basis, the capitalization as of
October 31, 2008 for JAD Balanced Fund and JIF Balanced Fund, as well as pro
forma capitalization giving effect to the Reorganization:
JIF Balanced Fund
JAD Balanced JIF Balanced (pro forma after
Fund(1) Fund(2) Adjustments Reorganization)(2)
------------ ------------ ----------- ------------------
CLASS A
Net Assets N/A
Net Asset Value Per Share N/A
Shares Outstanding N/A
CLASS C
Net Assets N/A
Net Asset Value Per Share N/A
Shares Outstanding N/A
CLASS I
Net Assets N/A
Net Asset Value Per Share N/A
Shares Outstanding N/A
CLASS R
Net Assets N/A
Net Asset Value Per Share N/A
Shares Outstanding N/A
CLASS S
Net Assets N/A
Net Asset Value Per Share N/A
Shares Outstanding N/A
JIF BALANCED FUND
Net Assets N/A
Net Asset Value Per Share N/A
Shares Outstanding N/A
----------
(1) JAD Balanced Fund currently offers Class A, C, I, R and S Shares.
(2) JIF Balanced Fund currently does not designate separate share classes. Upon
the consummation of the Reorganization, Class A, C, I, R and S Shares of
JIF Balanced Fund will be established with substantially the same class
characteristics as the Class A, C, I, R and S Shares of JAD Balanced Fund,
respectively.
OTHER COMPARATIVE INFORMATION ABOUT THE FUNDS
INVESTMENT ADVISER
Janus Capital, 151 Detroit Street, Denver, Colorado 80206-4805, is the
investment adviser to each Fund. Janus Capital is responsible for the day-to-day
management of each Fund's investment portfolio and furnishes continuous advice
and recommendations concerning each Fund's investments. Janus Capital also
provides certain administrative and other services and is responsible for other
business affairs of each Fund.
26
Janus Capital (together with its predecessors) has served as investment
adviser to Janus mutual funds since 1970 and currently serves as investment
adviser to all of the Janus funds, acts as subadviser for a number of
private-label mutual funds, and provides separate account advisory services for
institutional accounts.
Janus Capital furnishes certain administrative, compliance, and accounting
services for the Funds, and may be reimbursed by the Funds for its costs in
providing those services. In addition, employees of Janus Capital and/or its
affiliates serve as officers of the JIF Trust and the JAD Trust, and Janus
Capital provides office space for the Funds and pays all or a portion of the
salaries, fees, and expenses of all Fund officers (with some shared expenses
with the Funds of compensation payable to the Funds' Chief Compliance Officer
and compliance staff) and those Trustees who are considered interested persons
of Janus Capital. As of the date of this Prospectus/Information Statement, none
of the members of the Board of Trustees are "affiliated persons" of Janus
Capital as that term is defined by the Investment Company Act of 1940, as
amended.
From its own assets, Janus Capital or its affiliates may pay fees to
selected brokerage firms or other financial intermediaries that sell shares of
the Janus funds for distribution, marketing, promotional, or related services.
Such payments may be based on gross sales, assets under management, or
transactional charges, or on a combination of these factors. The amount of these
payments is determined from time to time by Janus Capital, may be substantial,
and may differ for different financial intermediaries. Payments based primarily
on sales create an incentive to make new sales of shares, while payments based
on assets create an incentive to retain previously sold shares. Sales- and
asset-based payments currently range up to 25 basis points on sales and up to 20
basis points on average annual net assets of shares held through the
intermediary and are subject to change. Payments based on transactional charges
may include the payment or reimbursement of all or a portion of "ticket
charges." Ticket charges are fees charged to salespersons purchasing through a
financial intermediary firm in connection with mutual fund purchases,
redemptions, or exchanges. The payment or reimbursement of ticket charges
creates an incentive for salespersons of an intermediary to sell shares of Janus
funds over shares of funds for which there is lesser or no payment or
reimbursement of any applicable ticket charge. Janus Capital and its affiliates
consider a number of factors in making payments to financial intermediaries,
including the distribution capabilities of the intermediary, the overall quality
of the relationship, expected gross and/or net sales generated by the
relationship, redemption and retention rates of assets held through the
intermediary, the willingness of the intermediary to cooperate with Janus
Capital's marketing efforts, access to sales personnel, and the anticipated
profitability of sales through the institutional relationship. These factors may
change from time to time. Currently, these payments are limited to the top 100
distributors (measured by sales or expected sales of shares of the Janus funds).
For all share classes of the Janus funds, Janus Capital, Janus
Distributors, or their affiliates may pay fees, from their own assets, to
brokerage firms, banks, financial advisors, retirement plan service providers,
and other financial intermediaries for providing other marketing or
distribution-related services, as well as recordkeeping, subaccounting,
transaction processing, and other shareholder or administrative services
(including payments for processing transactions via National Securities Clearing
Corporation ("NSCC") or other means) in connection with investments in the Janus
funds. These fees are in addition to any fees that may be paid by the Janus
funds for these types of services or other services.
In addition, Janus Capital or its affiliates may also share certain
marketing expenses with intermediaries, or pay for or sponsor informational
meetings, seminars, client awareness events, support for marketing materials, or
business building programs for such intermediaries, to raise awareness of the
Janus funds. Such payments may be in addition to, or in lieu of, sales-based,
asset-based, and transaction-based payments. These payments are intended to
promote the sales of Janus funds and to reimburse financial intermediaries,
directly or indirectly, for the costs that they or their salespersons incur in
connection with educational seminars, meetings, and training efforts about the
Janus funds to enable the intermediaries and their salespersons to make suitable
recommendations, provide useful services, and maintain the necessary
infrastructure to make the Janus funds available to their customers.
The receipt of (or prospect of receiving) sales-, asset-, and/or
transaction-based payments or reimbursements and other forms of compensation
described above may provide a financial intermediary and its salespersons with
an incentive to favor sales of Janus funds' shares over sales of other mutual
funds (or non-mutual fund investments) or to favor sales of one class of Janus
funds' shares over sales of another Janus funds' share class with respect to
which the financial intermediary does not receive such payments or receives them
in a lower amount. The receipt of these payments may cause certain financial
intermediaries to elevate the prominence of the Janus
27
funds within such financial intermediary's organization by, for example,
placement on a list of preferred or recommended funds and/or the provision of
preferential or enhanced opportunities to promote the Janus funds in various
ways within such financial intermediary's organization.
The payment arrangements described above will not change the price an
investor pays for shares nor the amount that a Janus fund receives to invest on
behalf of the investor. You should consider whether such arrangements exist when
evaluating any recommendations from an intermediary to purchase or sell shares
of the Funds and when considering which share class of a Fund is most
appropriate for you. Please contact your financial intermediary or plan sponsor
for details on such arrangements.
MANAGEMENT EXPENSES
Each Fund currently pays Janus Capital a fixed investment advisory fee
which is calculated daily and paid monthly at the annual rate of 0.55% of the
Fund's average daily net assets. Each Fund's investment advisory agreement
details the investment advisory fee and other expenses that the Funds pay. Each
Fund incurs expenses not assumed by Janus Capital, including any distribution
and shareholder servicing fees (12b-1 fee), transfer agent and custodian fees
and expenses, legal and auditing fees, printing and mailing costs of sending
reports and other information to existing shareholders, and Independent
Trustees' fees and expenses.
INVESTMENT ADVISORY FEE ACTUAL INVESTMENT ADVISORY FEE
----------------------- ------------------------------
JAD BALANCED FUND 0.55% 0.55%(1)(2)
JIF BALANCED FUND 0.55% 0.55%(3)
----------
(1) For the fiscal year ended July 31, 2008.
(2) Janus Capital has agreed to limit the Fund's total operating expenses
(excluding the distribution and shareholder servicing fees (applicable to
Class A, Class C, Class R and Class S Shares), administrative services fee
(applicable to Class R and Class S Shares) and brokerage commissions,
interest, dividends, taxes, and extraordinary expenses including, but not
limited to, acquired fund fees and expenses) to a certain level until at
least December 1, 2009. Application of the expense waiver and its effect on
annual fund operating expenses is reflected, when applicable, in the Annual
Fund Operating Expenses table in the "Fees and Expenses" section of this
Prospectus/Information Statement, and additional information is included
under "Expense Limitations." The waiver is not reflected in the contractual
fee rate shown.
(3) For the fiscal year ended October 31, 2008.
The basis for the Trustees' approval of the current investment advisory
agreement for JIF Balanced Fund is contained in JIF Balanced Fund's unaudited
Semiannual Report to shareholders dated April 30, 2008. The basis for the
Trustees' approval of the current investment advisory agreement for JAD Balanced
Fund is contained in JAD Balanced Fund's unaudited Semiannual Report to
shareholders dated January 31, 2009.
ADMINISTRATIVE SERVICES FEES
As noted above, upon the consummation of the Reorganization, Class A, C, I,
R and S Shares of JIF Balanced Fund will be established with substantially the
same class characteristics as the Class A, C, I, R and S Shares of JAD Balanced
Fund, respectively. There will be no change in the terms of administrative
services fees paid by shareholders of Class A, C, I, R and S Shares after the
Reorganization.
Janus Services LLC, the transfer agent of the JAD Trust and the JIF Trust,
receives an administrative services fee at an annual rate of up to 0.25% of the
average daily net assets of Class R and Class S Shares of each Fund for
providing, or arranging for the provision of, recordkeeping, subaccounting, and
other administrative services to investors. Janus Services LLC expects to use
all or a significant portion of this fee to compensate retirement plan service
providers, broker-dealers, bank trust departments, financial advisers, and other
financial intermediaries for providing these services to their customers who
invest in the Funds.
With respect to transactions in or for administrative services provided to
Class A, Class C and Class I Shares of the Funds, certain intermediaries may
charge networking, omnibus account, or other administrative fees. Transactions
may be processed through the NSCC or similar systems or processed on a manual
basis with Janus. These fees are paid by Class A, Class C and Class I Shares of
each Fund to Janus Services LLC, which uses such fees to reimburse
intermediaries. In the event an intermediary receiving payments from Janus
Services LLC on
28
behalf of a Fund converts from a networking structure to an omnibus account
structure or otherwise experiences increased costs, fees borne by the shares may
increase.
INVESTMENT PERSONNEL
Marc Pinto and Gibson Smith jointly share responsibility for the day-to-day
management of the Funds, with no limitation on the authority of one co-portfolio
manager in relation to the other. Mr. Pinto focuses on the equity portion of the
Fund. Mr. Smith focuses on the fixed-income portion of the Fund.
MARC PINTO, CFA, is Executive Vice President and Co-Portfolio Manager of
JAD Balanced Fund and JIF Balanced Fund, which he has co-managed since May 2005.
Mr. Pinto is also Portfolio Manager of other Janus accounts. Mr. Pinto joined
Janus Capital in 1994 as an analyst. Mr. Pinto holds a Bachelor's degree in
History from Yale University and a Master's degree in Business Administration
from Harvard University. He holds the Chartered Financial Analyst designation.
GIBSON SMITH is Co-Chief Investment Officer of Janus Capital. He is
Executive Vice President and Co-Portfolio Manager of JAD Balanced Fund and JIF
Balanced Fund, which he has co-managed since May 2005. Mr. Smith is also
Portfolio Manager of other Janus accounts. He joined Janus Capital in 2001 as a
fixed-income analyst. Mr. Smith holds a Bachelor's degree in Economics from the
University of Colorado.
JIF Balanced Fund's Statement of Additional Information dated February 27,
2009 and JAD Balanced Fund's Statement of Additional Information dated November
28, 2008, both of which are incorporated by reference herein, provide
information about the structure and method of Mr. Smith's and Mr. Pinto's
compensation, as well as their management of other accounts and ownership of
Fund securities.
CHARTER DOCUMENTS
JIF Balanced Fund is a series of the JIF Trust, a Massachusetts business
trust governed by Massachusetts law. JIF Balanced Fund is governed by an Amended
and Restated Agreement and Declaration of Trust dated March 18, 2003, as amended
from time to time ("JIF Trust Instrument"). The following is a summary of
certain provisions of the JIF Trust Instrument and is qualified in its entirety
by reference to the JIF Trust Instrument.
Voting. A shareholder is entitled to one vote for each dollar of net asset
value standing in such shareholder's name on the books of the JIF Trust (and a
fractional vote for each fractional dollar). Generally, all funds and classes
vote together as a single group, except where a separate vote of one or more
funds or classes is required by law or where the interests of one or more funds
or classes are affected differently from other funds or classes. Shares of all
series of the JIF Trust have noncumulative voting rights, which means that the
holders of more than 50% of the value of shares of all series of the JIF Trust
voting for the election of Trustees can elect 100% of the Trustees if they
choose to do so. In such event, the holders of the remaining value of shares
will not be able to elect any Trustees.
All shares of a fund participate equally in dividends and other
distributions by the shares of the same class of that fund, and in residual
assets of that class of that fund in the event of liquidation. Shares of each
fund have no preemptive, conversion, or appraisal rights. Shares of each fund
may be transferred by endorsement or stock power as is customary, but a fund is
not bound to recognize any transfer until it is recorded on its books. The funds
have the right to redeem, at the then current NAV, the shares of any shareholder
whose account does not meet certain minimum requirements as described in the
funds' prospectus(es).
Shareholder Meetings. The JIF Trust is not required, and does not intend,
to hold annual shareholder meetings unless otherwise required by the JIF Trust
Instrument, the 1940 Act or in compliance with any regulatory order. Under the
terms of a settlement reached between Janus and the SEC in August 2004,
commencing in 2005 and not less than every fifth calendar year thereafter, the
JIF Trust will hold a meeting of shareholders to elect Trustees. Special
meetings may be called for a specific fund or for the JIF Trust for purposes
such as election of Trustees, when required by the JIF Trust Instrument or to
comply with the 1940 Act or a regulatory order. Under
29
the JIF Trust Instrument, special meetings of shareholders of the JIF Trust or
of any fund shall be called upon written request of shareholders holding not
less than 10% of the shares then outstanding.
Shareholder Liability. Under Massachusetts law, shareholders of a
Massachusetts business trust could, under certain circumstances, be held liable
for the obligations of their fund. However, the JIF Trust Instrument disclaims
shareholder liability for acts or obligations of the funds and requires that
notice of this disclaimer be given in each agreement, obligation, or instrument
entered into or executed by the funds or the Trustees. The JIF Trust Instrument
also provides for indemnification from the assets of the funds for all losses
and expenses of any Fund shareholder held liable for the obligations of their
fund.
The Trustees intend to conduct the operations of the funds to avoid, to the
extent possible, liability of shareholders for liabilities of their fund.
Trustee Liability. A Trustee shall be liable for such Trustee's own willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of the office of Trustee, and shall not be liable for
errors of judgment or mistakes of fact or law. All persons extending credit to,
contracting with or having any claim against the JIF Trust shall look only to
the assets of a fund with which such person dealt for payment under such credit,
contract, or claim.
Liquidation or Dissolution. In the event of the liquidation or dissolution
of the Trust, shareholders of the funds are entitled to receive, when and as
declared by the Trustees, the excess of the assets belonging to their fund, or
in the case of a class, belonging to that fund and allocable to that class, over
the liabilities belonging to that fund or class. The assets shall be distributed
to shareholders in proportion to the relative NAV of the shares of that fund or
class held by them and recorded on the books of the JIF Trust. The liquidation
of any particular fund or class thereof may be authorized at any time by vote of
a majority of the Trustees then in office. Shareholders will receive prior
notice of any liquidation effecting their fund or class.
KEY DIFFERENCES IN THE RIGHTS OF JAD BALANCED FUND AND JIF BALANCED FUND
SHAREHOLDERS
JAD Balanced Fund is organized as a separate series of the JAD Trust, a
Delaware statutory trust, and is governed by an Amended and Restated Trust
Instrument ("JAD Trust Instrument") and JAD Bylaws. JIF Balanced Fund is
organized as a separate series of the JIF Trust, a Massachusetts business trust,
and is governed by the JIF Trust Instrument and JIF Bylaws. Key differences
affecting the rights of shareholders under the JAD Trust Instrument, JAD Bylaws
and Delaware Law and the JIF Trust Instrument and JIF Bylaws and Massachusetts
law are presented below, and are qualified in their entirety by reference to the
JAD Trust Instrument and the JIF Trust Instrument.
JAD BALANCED FUND JIF BALANCED FUND
----------------- -----------------
Any Trustee may be removed at any meeting of the Any Trustee may be removed by a vote of at least
shareholders by a vote of at least two-thirds of the two-thirds of the shareholders of the JIF Trust at a
outstanding shares of the JAD Trust. meeting called for the purpose, or by a written
declaration signed by at least two-thirds of the
shareholders and filed with the Trust's custodian.
No requirement exists that shareholders receive Shareholders of the relevant series or class thereof
notification of the liquidation of any particular must be notified prior to giving effect to any
series or class thereof. authorization for the liquidation of any particular
series or class.
No shareholder shall be personally bound and no As previously noted, under Massachusetts law,
payment demand made on any shareholder except as shareholders of a Massachusetts business trust could,
agreed to by the shareholder. Shareholders shall have under certain circumstances, be held liable for the
the same limitation of personal liability as is obligations of their fund. However, the JIF Trust
extended to shareholders of a private corporation for Instrument provides that no shareholder shall be
profit incorporated in the State of Delaware. personally bound and no payment demand made
30
on any shareholder except as agreed to by the
shareholder.
The Trustees may not change outstanding shares in a No provision prevents the Trustees from changing
manner materially adverse to the shareholders. outstanding shares in a manner materially adverse to
the shareholders.
There is no provision related to dividends or Any dividend or distribution paid in shares will be
distributions paid in shares. paid at the net asset value of the shares.
Shareholders do not have the power to vote on whether Shareholders have the power to vote to the same extent
or not a court action, proceeding or claim should or as shareholders of a Massachusetts business
should not be brought or maintained derivatively or as corporation as to whether a court action, proceeding
a class action on behalf of the Trust or any series or claim should be brought or maintained derivatively
thereof or the shareholders. or as a class action on behalf of the Trust or any
series thereof.
A shareholder is entitled to one vote for each whole A shareholder is entitled to one vote for each dollar
share held (and fractional votes for fractional shares of net asset value standing in such shareholder's name
held) in such shareholder's name on the books of the on the books of the JIF Trust (and a fractional vote
JAD Trust. for each fractional dollar).
Shareholders shall be entitled to at least fifteen Shareholders shall be entitled to at least seven days'
days' notice of any shareholder meetings. notice of any shareholder meetings.
The Trustees are required to call a special meeting The Trustees are required to promptly call a special
upon the written request of shareholders owning at meeting upon the written request of shareholders
least two-thirds of the outstanding shares of such holding not less than 10% of the shares then
series or class entitled to vote. outstanding for the purpose of voting on the removal
of any Trustee. Additionally, if the Trustees fail to
call meeting by 30 days after a request by the holders
of 10% of the shares then outstanding, the
shareholders may call and give notice of such
meeting.
Quorum for the transaction of business at shareholder Quorum for the transaction of business at shareholder
meetings is set at one-third of the outstanding shares meetings is set at thirty percent of the outstanding
or of the Shares entitled to vote either in person or shares or of the shares entitled to vote either in
by proxy, unless otherwise required by applicable law, person or by proxy, unless otherwise required by
the Bylaws or the Trust Instrument. applicable law, the Bylaws or the Trust Instrument.
The Trust, on behalf of the affected series, shall, In case any shareholder (or former shareholder) of any
upon request by such shareholder, assume the defense series of the Trust shall be charged or held to be
of any such claim made against such shareholder for personally liable for any obligation or liability of
any act or obligation of the series and satisfy any the Trust solely by reason of being or having been a
judgment thereon from the assets of the series. shareholder and not because of such shareholder's acts
or omissions or for some other reason, said series
(upon proper and timely request by the shareholder)
shall assume the defense against such charge and
satisfy any judgment thereon, and the shareholder or
former shareholder (or such shareholder's heirs,
executors, administrators or other legal
representatives or in the case of a corporation or
other entity, its corporate or other general
successor) shall be entitled out of the assets
31
of said series estate to be held harmless from and
indemnified against all loss and expense arising from
such liability.
Subject to making certain determinations, the Trustees A shareholder vote is necessary to terminate the
may terminate the Trust or any series without Trust. However, the Trustees may merge, liquidate or
obtaining a shareholder vote. reorganize any series without seeking shareholder
approval if in accordance with legal requirements such
as the 1940 Act requirements.
No provision is made for shareholder communications. Subject to meeting certain stated criteria,
shareholders may communicate directly with other
shareholders for the purpose of obtaining signatures
to request a shareholder meeting.
There is no requirement that shareholders receive Prior to giving effect to any such authorization of
prior notice of any consolidation, merger or consolidation, merger or transfer, shareholders of the
transfer. relevant series or class must be notified.
ADDITIONAL INFORMATION
SHARE OWNERSHIP
The following table shows, as of the close of business on the Record Date,
the number of outstanding shares and net assets of each class of JAD Balanced
Fund:
FUND TOTAL NUMBER OF SHARES OUTSTANDING NET ASSETS
---- ---------------------------------- ----------
JAD Balanced Fund
- Class A Shares
- Class C Shares
- Class I Shares
- Class R Shares
- Class S Shares
TOTAL
[To the knowledge of Janus Capital, as of [__________, 2009], the officers
and Trustees beneficially owned, as a group, less than 1% of any class of each
Fund.]
Beneficial owners of 5% or more of the outstanding shares of JAD Balanced
Fund as of [________, 2009] are shown below. To the best knowledge of the Trust,
no person beneficially owned more than 5% of the outstanding shares of JAD
Balanced Fund except as shown below, and such owners may not be the beneficial
owner of all or a portion of the shares.
Name and Address of Beneficial
Owner Number of Shares Percent of Fund
------------------------------ ---------------- ---------------
TRUSTEES AND OFFICERS
The following individuals comprise the Boards of Trustees of the JIF and
JAD Trusts: Jerome S. Contro, William F. McCalpin, John W. McCarter, Jr., Dennis
B. Mullen, James T. Rothe, William D. Stewart, Martin H.
32
Waldinger and Linda S. Wolf. Each of the Trustees is not an "interested" person
of Janus, the JIF Trust or the JAD Trust, as that term is defined under the 1940
Act. The officers of each Trust are disclosed in each Fund's Statement of
Additional Information.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
[_____] Independent Registered Public Accounting Firm for the Funds, audits
the Funds' annual financial statements and reviews their tax returns.
LEGAL MATTERS
Information regarding material pending legal proceedings involving Janus
Capital and/or the Funds is attached as Appendix D to this
Prospectus/Information Statement.
INFORMATION AVAILABLE THROUGH THE SEC
JAD Balanced Fund and JIF Balanced Fund are each subject to the information
requirements of the Securities Exchange Act of 1934, as amended, and the 1940
Act. In accordance therewith, each files reports and other information with the
SEC. Reports, proxy statements, information statements, registration statements,
and other information may be inspected without charge and copied at the Public
Reference Room maintained by the SEC at: 100 F Street, NE, Room 1580,
Washington, DC 20549 and at the following regional offices of the SEC: 3 World
Financial Center, Room 4300, New York, NY 10281; 801 Brickell Ave., Suite 1800,
Miami, FL 33131; 175 W. Jackson Boulevard, Suite 900, Chicago, IL 60604; 1801
California Street, Suite 1500 Denver, CO 80202-2656; and 5670 Wilshire
Boulevard, 11th Floor, Los Angeles, CA 90036-3648. Copies of such materials also
may be obtained from the Public Reference Branch, Office of Consumer Affairs and
Information Services, Securities and Exchange Commission, Washington, D.C. 20549
at prescribed rates.
You can get text only copies, after paying a duplicating fee, by sending an
electronic request by e-mail to publicinfo@sec.gov or by writing to or calling
the Public Reference Room, Washington, D.C. 20549-0102 (1-202-942-8090).
Information on the operation of the Public Reference Room may also be
obtained by calling this number. You may also obtain reports and other
information about the Funds from the Electronic Data Gathering Analysis and
Retrieval (EDGAR) Database on the SEC's website at http://www.sec.gov.
By order of the Board of Trustees,
----------------------------------------
Robin C. Beery
Chief Executive Officer and President of
Janus Adviser Series
33
APPENDIX A
FORM OF AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") is made as of this
[___ ] day of [___], 200_, by and among Janus Adviser Series, a Delaware
statutory trust (the "JAD Trust"), on behalf of Janus Adviser [_____] Fund, a
series of the JAD Trust (the "Predecessor Fund"), Janus Investment Fund (the
"JIF Trust"), a Massachusetts business trust, on behalf of Janus [_____] Fund a
series of the JIF Trust (the "Successor Fund"), and Janus Capital Management
LLC, a Delaware limited liability company ("JCM").
All references in this Agreement to action taken by the Predecessor Fund or the
Successor Fund shall be deemed to refer to action taken by the JIF Trust or JAD
Trust on behalf of the respective portfolio series.
This Agreement is intended to be and is adopted as a plan of reorganization and
liquidation within the meaning of Section 368(a) of the United States Internal
Revenue Code of 1986, as amended (the "Code"). The reorganization (the
"Reorganization") will consist of the transfer by the Predecessor Fund of all or
substantially all of its assets to the Successor Fund, in exchange solely for
[Class A, Class C, Class I, Class R and Class S] voting shares of beneficial
interest in the Successor Fund (the "Successor Fund Shares") having an aggregate
net asset value equal to the aggregate net asset value of the same class of
shares of the Predecessor Fund, the assumption by the Successor Fund of all the
liabilities of the Predecessor Fund, and the distribution of the [Class A, Class
C, Class I, Class R and Class S] Successor Fund Shares to the shareholders of
the Predecessor Fund in complete liquidation of the Predecessor Fund as provided
herein, all upon the terms and conditions hereinafter set forth in this
Agreement.
WHEREAS, the Board of Trustees of each of the JAD Trust and the JIF Trust has
determined that it is in the best interest of the Predecessor Fund and the
Successor Fund, respectively, that the assets of the Predecessor Fund be
acquired by the Successor Fund pursuant to this Agreement and in accordance with
the applicable statutes of the Commonwealth of Massachusetts and the State of
Delaware, and that the interests of existing shareholders will not be diluted as
a result of this transaction;
WHEREAS, concurrently herewith, the Board of Trustees of each of the JAD Trust
and the JIF Trust are entering into separate Plans of Reorganization which
contemplate the reorganization of certain series of the JAD Trust into existing
series of the JIF Trust (each a "Preexisting Fund Reorganization"); and
WHEREAS, concurrently herewith, the Board of Trustees of each of the JAD Trust
and the JIF Trust are entering into separate Plans of Reorganization which
contemplate the reorganization of certain series of the JAD Trust into newly
created series of the JIF Trust (each a "Shell Reorganization").
NOW, THEREFORE, in consideration of the premises and of the covenants and
agreements hereinafter set forth, the parties hereto covenant and agree as
follows:
1. PLAN OF REORGANIZATION
1.1 Subject to the terms and conditions herein set forth, the JAD Trust shall
(i) transfer all or substantially all of the assets of the Predecessor Fund, as
set forth in paragraph 1.2, to the Successor Fund, (ii) the JIF Trust shall
cause the Successor Fund to deliver to the JAD Trust full and fractional [Class
A, Class C, Class I, Class R and Class S] Successor Fund Shares having an
aggregate net asset value equal to the value of the aggregate net assets of the
same class of shares of the Predecessor Fund as of the close of regular session
trading on the New York Stock Exchange on the Closing Date, as set forth in
paragraph 2.1 (the "Closing Date") and (iii) the JIF Trust shall cause the
Successor Fund to assume all liabilities of the Predecessor Fund, as set forth
in paragraph 1.2. Such transactions shall take place at the closing provided for
in paragraph 2.1 (the "Closing").
1.2 The assets of the Predecessor Fund to be acquired by the Successor Fund
shall consist of all property, including, without limitation, all cash,
securities, commodities and futures interests, and dividends or interest
receivable which are owned by the Predecessor Fund and any deferred or prepaid
expenses shown as an asset on the books of the Predecessor Fund on the Closing
Date. The Successor Fund will assume all of the liabilities, expenses, costs,
charges and reserves of the Predecessor Fund of any kind, whether absolute,
accrued, contingent or otherwise in
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existence on the Closing Date.
1.3 The Predecessor Fund will distribute pro rata to its shareholders of record
of the applicable classes, determined as of immediately after the close of
business on the Closing Date (the "Current Shareholders"), the [Class A, Class
C, Class I, Class R and Class S] Successor Fund Shares received by the JAD Trust
pursuant to paragraph 1.1. Such distribution and liquidation will be
accomplished by the transfer of the [Class A, Class C, Class I, Class R and
Class S] Successor Fund Shares then credited to the accounts of the Predecessor
Fund on the books of the Successor Fund to open accounts on the share records of
the Successor Fund in the names of the Current Shareholders and representing the
respective pro rata number of the [Class A, Class C, Class I, Class R and Class
S] Successor Fund Shares due to such shareholders. All issued and outstanding
shares of the Predecessor Fund will simultaneously be canceled on the books of
the JAD Trust. The Successor Fund shall not issue certificates representing the
[Class A, Class C, Class I, Class R and Class S] Successor Fund Shares in
connection with such exchange. Ownership of [Class A, Class C, Class I, Class R
and Class S] Successor Fund Shares will be shown on the books of the JIF Trust's
transfer agent. As soon as practicable after the Closing, the JAD Trust shall
take all steps necessary to effect a complete liquidation of the Predecessor
Fund.
2. CLOSING AND CLOSING DATE
2.1 The Closing Date shall be July 6, 2009, or such other date as the parties
may agree to in writing. All acts taking place at the Closing shall be deemed to
take place simultaneously as of immediately after the close of business on the
Closing Date unless otherwise agreed to by the parties. The close of business on
the Closing Date shall be as of 4:00 p.m. New York Time. The Closing shall be
held at the offices of JCM, 151 Detroit Street, Denver, Colorado 80206-4805, or
at such other time and/or place as the parties may agree.
2.2 The JAD Trust shall cause Janus Services LLC (the "Transfer Agent"),
transfer agent of the Predecessor Fund, to deliver at the Closing a certificate
of an authorized officer stating that its records contain the names and
addresses of the Current Shareholders and the number, class, and percentage
ownership of outstanding shares of the Predecessor Fund owned by each such
shareholder immediately prior to the Closing. The Successor Fund shall issue and
deliver a confirmation evidencing the [Class A, Class C, Class I, Class R and
Class S] Successor Fund Shares to be credited on the Closing Date to the
Secretary of the JAD Trust or provide evidence satisfactory to the JAD Trust
that such [Class A, Class C, Class I, Class R and Class S] Successor Fund Shares
have been credited to the accounts of the Predecessor Fund on the books of the
Successor Fund. At the Closing, each party shall deliver to the other such bills
of sales, checks, assignments, share certificates, if any, receipts or other
documents as such other party or its counsel may reasonably request.
3. REPRESENTATIONS AND WARRANTIES
3.1 The JAD Trust, on behalf of the Predecessor Fund, hereby represents and
warrants to the Successor Fund as follows:
(i) the JAD Trust is a trust duly organized, validly existing and in good
standing under the laws of the State of Delaware and has full power
and authority to conduct its business as presently conducted;
(ii) the JAD Trust has full power and authority to execute, deliver and
carry out the terms of this Agreement on behalf of the Predecessor
Fund;
(iii) the execution and delivery of this Agreement on behalf of the
Predecessor Fund and the consummation of the transactions contemplated
hereby are duly authorized and no other proceedings on the part of the
JAD Trust or the shareholders of the Predecessor Fund are necessary to
authorize this Agreement and the transactions contemplated hereby;
(iv) this Agreement has been duly executed by the JAD Trust on behalf of
the Predecessor Fund and constitutes its valid and binding obligation,
enforceable in accordance with its terms, subject to applicable
bankruptcy, reorganization, insolvency, moratorium and other rights
affecting creditors' rights generally, and general equitable
principles;
A-2
(v) neither the execution and delivery of this Agreement by the JAD Trust
on behalf of the Predecessor Fund, nor the consummation by the JAD
Trust on behalf of the Predecessor Fund of the transactions
contemplated hereby, will conflict with, result in a breach or
violation of or constitute (or with notice, lapse of time or both) a
breach of or default under, the JAD Trust's Amended and Restated Trust
Instrument ("JAD Trust Instrument") or Bylaws of the JAD Trust, as
each may be amended, or any statute, regulation, order, judgment or
decree, or any instrument, contract or other agreement to which the
JAD Trust is a party or by which the JAD Trust or any of its assets is
subject or bound;
(vi) the unaudited statement of assets and liabilities of the Predecessor
Fund as of the Closing Date, determined in accordance with generally
accepted accounting principles consistently applied from the prior
audited period, accurately reflects all liabilities of the Predecessor
Fund as of the Closing Date;
(vii) no authorization, consent or approval of any governmental or other
public body or authority or any other party is necessary for the
execution and delivery of this Agreement by the JAD Trust on behalf of
the Predecessor Fund or the consummation of any transactions
contemplated hereby by the JAD Trust, other than as shall be obtained
at or prior to the Closing;
(viii) On the Closing Date, all Federal and other tax returns, dividend
reporting forms, and other tax-related reports of the Predecessor Fund
required by law to have been filed by such date (including any
extensions) shall have been filed and are or will be correct in all
material respects, and all Federal and other taxes shown as due or
required to be shown as due on said returns and reports shall have
been paid or provision shall have been made for the payment thereof;
and
(ix) For each taxable year of its operation (including the taxable year
which ends on the Closing Date), the Predecessor Fund has met (or will
meet) the requirements of Subchapter M of the Internal Revenue Code of
1986, as amended (the "Code") for qualification as a regulated
investment company, has been (or will be) eligible to and has computed
(or will compute) its federal income tax under Section 852 of the
Code, and will have distributed all of its investment company taxable
income and net capital gain (as defined in the Code) that has accrued
through the Closing Date.
3.2 The JIF Trust, on behalf of the Successor Fund, hereby represents and
warrants to the Predecessor Fund as follows:
(i) the JIF Trust is duly organized and existing under its Amended and
Restated Declaration of Trust (the "JIF Declaration of Trust") and the
laws of the Commonwealth of Massachusetts as a voluntary association
with transferable shares of beneficial interest commonly referred to
as a "Massachusetts business trust";
(ii) the JIF Trust has full power and authority to execute, deliver and
carry out the terms of this Agreement on behalf of the Successor Fund;
(iii) the execution and delivery of this Agreement on behalf of the
Successor Fund and the consummation of the transactions contemplated
hereby are duly authorized and no other proceedings on the part of the
JIF Trust or the shareholders of the Successor Fund are necessary to
authorize this Agreement and the transactions contemplated hereby;
(iv) this Agreement has been duly executed by the JIF Trust on behalf of
the Successor Fund and constitutes its valid and binding obligation,
enforceable in accordance with its terms, subject to applicable
bankruptcy, reorganization, insolvency, moratorium and other rights
affecting creditors' rights generally, and general equitable
principles;
(v) neither the execution and delivery of this Agreement by the JIF Trust
on behalf of the Successor Fund, nor the consummation by the JIF Trust
on behalf of the Successor Fund of the transactions contemplated
hereby, will conflict with, result in a breach or violation of or
constitute (or with
A-3
notice, lapse of time or both constitute) a breach of or default
under, the JIF Declaration of Trust or the Amended and Restated Bylaws
of the JIF Trust, as each may be amended, or any statute, regulation,
order, judgment or decree, or any instrument, contract or other
agreement to which the JIF Trust is a party or by which the JIF Trust
or any of its assets is subject or bound;
(vi) the net asset value per share of a [Class A, Class C, Class I, Class R
and Class S] Successor Fund Share as of the close of regular session
trading on the New York Stock Exchange on the Closing Date reflects
all liabilities of the Successor Fund as of that time and date;
(vii) no authorization, consent or approval of any governmental or other
public body or authority or any other party is necessary for the
execution and delivery of this Agreement by the JIF Trust on behalf of
the Successor Fund or the consummation of any transactions
contemplated hereby by the JIF Trust, other than as shall be obtained
at or prior to the Closing;
(viii) On the Closing Date, all Federal and other tax returns, dividend
reporting forms, and other tax-related reports of the Successor Fund
required by law to have been filed by such date (including any
extensions) shall have been filed and are or will be correct in all
material respects, and all Federal and other taxes shown as due or
required to be shown as due on said returns and reports shall have
been paid or provision shall have been made for the payment thereof;
and
(ix) For each taxable year of its operation (including the taxable year
which includes the Closing Date), the Successor Fund has met (or will
meet) the requirements of Subchapter M of the Code for qualification
as a regulated investment company, has been (or will be) eligible to
and has computed (or will compute) its federal income tax under
Section 852 of the Code, and has distributed all of its investment
company taxable income and net capital gain (as defined in the Code)
for periods ending prior to the Closing Date.
4. CONDITIONS PRECEDENT
4.1 The obligations of the JAD Trust on behalf of each Predecessor Fund and the
JIF Trust on behalf of each Successor Fund to effectuate the Reorganization
shall be subject to the satisfaction of the following conditions with respect to
such Reorganization:
(i) The JIF Trust shall have filed with the Securities and Exchange
Commission (the "Commission") a registration statement on Form N-14
under the Securities Act of 1933, as amended (the "Securities Act")
and such amendment or amendments thereto as are determined by the
Board of Trustees of the JIF Trust and/or JCM to be necessary and
appropriate to effect the registration of the [Class A, Class C, Class
I, Class R and Class S] Successor Fund Shares (the "Registration
Statement"), and the Registration Statement shall have become
effective, and no stop-order suspending the effectiveness of the
Registration Statement shall have been issued, and no proceeding for
that purpose shall have been initiated or threatened by the Commission
(and not withdrawn or terminated);
(ii) The applicable [Class A, Class C, Class I, Class R and Class S]
Successor Fund Shares shall have been duly qualified for offering to
the public in all states in which such qualification is required for
consummation of the transactions contemplated hereunder;
(iii) All representations and warranties of the JAD Trust on behalf of the
Predecessor Fund contained in this Agreement shall be true and correct
in all material respects as of the date hereof and as of the Closing,
with the same force and effect as if then made, and the JIF Trust on
behalf of the Successor Fund shall have received a certificate of an
officer of the JAD Trust acting on behalf of the Predecessor Fund to
that effect in form and substance reasonably satisfactory to the JIF
Trust on behalf of the Successor Fund;
(iv) All representations and warranties of the JIF Trust on behalf of the
Successor Fund contained in this Agreement shall be true and correct
in all material respects as of the date hereof and as of the
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Closing, with the same force and effect as if then made, and the JAD
Trust on behalf of the Predecessor Fund shall have received a
certificate of an officer of the JIF Trust acting on behalf of the
Successor Fund to that effect in form and substance reasonably
satisfactory to the JAD Trust on behalf of the Predecessor Fund;
(v) The JIF Trust and the JAD Trust shall have received the opinion of
Dechert LLP addressed to each of them substantially to the effect
that, based upon certain facts, assumptions, and representations, the
transaction contemplated by this Agreement shall constitute a tax-free
reorganization for Federal income tax purposes. The delivery of such
opinion is conditioned upon receipt by Dechert LLP of representations
it shall request of JCM, the JIF Trust and the JAD Trust.
Notwithstanding anything herein to the contrary, neither the JIF Trust
nor the JAD Trust may waive the condition set forth in this paragraph;
(vi) Unless otherwise determined by the officers of the Predecessor Fund,
the Predecessor Fund shall have declared and paid a distribution or
distributions prior to the Closing that, together with all previous
distributions, shall have the effect of distributing to its
shareholders (i) all of its investment company taxable income and all
of its net realized capital gains, if any, for the period from the
close of its last fiscal year to 4:00 p.m. New York Time on the
Closing; and (ii) any undistributed investment company taxable income
and net realized capital gains from any period to the extent not
otherwise already distributed; and
(vii) The conditions precedent to (A) each of the Preexisting Fund
Reorganizations and (B) each of the Shell Reorganizations shall have
been satisfied, unless the Board of Trustees of the JAD Trust and/or
the JIF Trust shall have waived this condition and deemed it to be in
the best interests of Shareholders of the Predecessor Fund that the
Reorganization should proceed.
5. EXPENSES
All of the expenses and costs of the Reorganization and the transactions
contemplated thereby shall be borne by JCM.
6. ENTIRE AGREEMENT
The JAD Trust agrees on behalf of the Predecessor Fund and the JIF Trust agrees
on behalf of the Successor Fund that this Agreement constitutes the entire
agreement between the parties.
7. TERMINATION
This Agreement and the transactions contemplated hereby may be terminated and
abandoned by resolution of the Board of Trustees of the JIF Trust or the Board
of Trustees of the JAD Trust, at any time prior to the Closing Date, if
circumstances should develop that, in the opinion of the Board of Trustees of
the JIF Trust or the Board of Trustees of the JAD Trust, make proceeding with
the Agreement inadvisable.
8. AMENDMENTS
This agreement may be amended, modified or supplemented in such manner as may be
mutually agreed upon in writing by the parties.
9. NOTICES
Any notice, report, statement or demand required or permitted by any provisions
of this Agreement shall be in writing and shall be given by prepaid telegraph,
telecopy or certified mail addressed to the parties hereto at their principal
place of business.
10. HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT; LIMITATION OF LIABILITY
A-5
10.1 The Article and paragraph headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
10.2 This Agreement may be executed in any number of counterparts each of which
shall be deemed an original.
10.3 This Agreement shall be governed by and construed in accordance with the
laws of the Commonwealth of Massachusetts.
10.4 This Agreement shall bind and inure to the benefit of the parties hereto
and their respective successors and assigns, but no assignment or transfer
hereof or of any rights or obligations hereunder shall be made by any party
without the written consent of the other party. Nothing herein expressed or
implied is intended or shall be construed to confer upon or give any person,
firm or corporation, other than the parties hereto and their respective
successors and assigns, any rights or remedies under or by reason of this
Agreement.
10.5 It is expressly agreed that the obligations of each of the JIF Trust and
JAD Trust hereunder shall not be binding upon any of the Trustees, shareholders,
nominees, officers, agents or employees of each trust personally, but shall bind
only the trust property of the trusts, as provided in the JAD Trust Instrument
and the JIF Declaration of Trust, respectively, of each trust. The execution and
delivery by such officers of the Trusts shall not be deemed to have been made by
any of them individually or to impose any liability on any of them personally,
but shall bind only the trust property of each Trust as provided in the JAD
Trust Instrument and the JIF Declaration of Trust, respectively. The JAD Trust
is a series company with multiple series and has entered into this Agreement on
behalf of the Predecessor Fund. The JIF Trust is a series company with multiple
series and has entered into this Agreement on behalf of the Successor Fund.
10.6 The sole remedy of a party hereto for a breach of any representation or
warranty made in this Agreement by the other party shall be an election by the
non-breaching party not to complete the transactions contemplated herein.
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IN WITNESS WHEREOF, the undersigned has caused this Agreement to be executed as
of the date set forth above.
ATTEST JANUS ADVISER SERIES
For and on behalf of the Predecessor
Fund
Name: By:
------------------------------- ------------------------------------
Name:
Title:
ATTEST JANUS INVESTMENT FUND
For and on behalf of the Successor Fund
Name: By:
------------------------------- ------------------------------------
Name:
Title:
ATTEST JANUS CAPITAL MANAGEMENT LLC
Name: By:
------------------------------- ------------------------------------
Name:
Title:
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APPENDIX B
OTHER INVESTMENT TECHNIQUES AND RELATED RISKS OF THE FUNDS
Unless otherwise stated within its specific investment policies, each Fund
may also invest in other types of domestic and foreign securities and use other
investment strategies as described below. These securities and strategies are
not principal investment strategies of the Funds. If successful, they may
benefit the Funds by earning a return on the Funds' assets or reducing risk;
however, they may not achieve the Funds' objective. Additional information
regarding these investment techniques and risks is included in each Fund's
Statement of Additional Information. These securities and strategies may
include:
EQUITY AND DEBT SECURITIES
BANK LOANS include institutionally-traded floating and fixed-rate debt
securities generally acquired as a participation interest in or assignment of a
loan originated by a lender or financial institution. Assignments and
participations involve credit, interest rate, and liquidity risk. Interest rates
on floating rate securities adjust with interest rate changes and/or issuer
credit quality. If a Fund purchases a participation interest, it may only be
able to enforce its rights through the lender and may assume the credit risk of
both the borrower and the lender. Additional risks are involved in purchasing
assignments. If a loan is foreclosed, a Fund may become part owner of any
collateral securing the loan and may bear the costs and liabilities associated
with owning and disposing of any collateral. The Fund could be held liable as a
co-lender. In addition, there is no assurance that the liquidation of any
collateral from a secured loan would satisfy a borrower's obligations or that
any collateral could be liquidated. A Fund may have difficulty trading
assignments and participations to third parties or selling such securities in
secondary markets, which in turn may affect the Fund's NAV.
BONDS are debt securities issued by a company, municipality, government, or
government agency. The issuer of a bond is required to pay the holder the amount
of the loan (or par value of the bond) at a specified maturity and to make
scheduled interest payments.
CERTIFICATES OF PARTICIPATION ("COPS") are certificates representing an interest
in a pool of securities. Holders are entitled to a proportionate interest in the
underlying securities. Municipal lease obligations are often sold in the form of
COPs. Refer to "Municipal lease obligations" below.
COMMERCIAL PAPER is a short-term debt obligation with a maturity ranging from 1
to 270 days issued by banks, corporations, and other borrowers to investors
seeking to invest idle cash. A Fund may purchase commercial paper issued in
private placements under Section 4(2) of the Securities Act of 1933, as amended
(the "1933 Act").
COMMON STOCKS are equity securities representing shares of ownership in a
company and usually carry voting rights and earn dividends. Unlike preferred
stock, dividends on common stock are not fixed but are declared at the
discretion of the issuer's board of directors.
CONVERTIBLE SECURITIES are preferred stocks or bonds that pay a fixed dividend
or interest payment and are convertible into common stock at a specified price
or conversion ratio.
DEBT SECURITIES are securities representing money borrowed that must be repaid
at a later date. Such securities have specific maturities and usually a specific
rate of interest or an original purchase discount.
DEPOSITARY RECEIPTS are receipts for shares of a foreign-based corporation that
entitle the holder to dividends and capital gains on the underlying security.
Receipts include those issued by domestic banks (American Depositary Receipts),
foreign banks (Global or European Depositary Receipts), and broker-dealers
(depositary shares).
EQUITY SECURITIES generally include domestic and foreign common stocks;
preferred stocks; securities convertible into common stocks or preferred stocks;
warrants to purchase common or preferred stocks; and other securities with
equity characteristics.
B-1
EXCHANGE-TRADED FUNDS are index-based investment companies which hold
substantially all of their assets in securities with equity characteristics. As
a shareholder of another investment company, a Fund would bear its pro rata
portion of the other investment company's expenses, including advisory fees, in
addition to the expenses the Fund bears directly in connection with its own
operations.
FIXED-INCOME SECURITIES are securities that pay a specified rate of return. The
term generally includes short- and long-term government, corporate, and
municipal obligations that pay a specified rate of interest, dividends, or
coupons for a specified period of time. Coupon and dividend rates may be fixed
for the life of the issue or, in the case of adjustable and floating rate
securities, for a shorter period.
HIGH-YIELD/HIGH-RISK BONDS are bonds that are rated below investment grade by
the primary rating agencies (i.e., BB+ or lower by Standard & Poor's and Fitch,
or Ba or lower by Moody's). Other terms commonly used to describe such bonds
include "lower rated bonds," "non-investment grade bonds," and "junk bonds."
INDUSTRIAL DEVELOPMENT BONDS are revenue bonds that are issued by a public
authority but which may be backed only by the credit and security of a private
issuer and may involve greater credit risk. Refer to "Municipal securities"
below.
MORTGAGE- AND ASSET-BACKED SECURITIES are shares in a pool of mortgages or other
debt instruments. These securities are generally pass-through securities, which
means that principal and interest payments on the underlying securities (less
servicing fees) are passed through to shareholders on a pro rata basis. These
securities involve prepayment risk, which is the risk that the underlying
mortgages or other debt may be refinanced or paid off prior to their maturities
during periods of declining interest rates. In that case, a Fund may have to
reinvest the proceeds from the securities at a lower rate. Potential market
gains on a security subject to prepayment risk may be more limited than
potential market gains on a comparable security that is not subject to
prepayment risk.
MORTGAGE DOLLAR ROLLS are transactions in which a Fund sells a mortgage-related
security, such as a security issued by GNMA, to a dealer and simultaneously
agrees to purchase a similar security (but not the same security) in the future
at a predetermined price. A "dollar roll" can be viewed as a collateralized
borrowing in which a Fund pledges a mortgage-related security to a dealer to
obtain cash.
MUNICIPAL LEASE OBLIGATIONS are revenue bonds backed by leases or installment
purchase contracts for property or equipment. Lease obligations may not be
backed by the issuing municipality's credit and may involve risks not normally
associated with general obligation bonds and other revenue bonds. For example,
their interest may become taxable if the lease is assigned and the holders may
incur losses if the issuer does not appropriate funds for the lease payments on
an annual basis, which may result in termination of the lease and possible
default.
MUNICIPAL SECURITIES are bonds or notes issued by a U.S. state or political
subdivision. A municipal security may be a general obligation backed by the full
faith and credit (i.e., the borrowing and taxing power) of a municipality or a
revenue obligation paid out of the revenues of a designated project, facility,
or revenue source.
PASS-THROUGH SECURITIES are shares or certificates of interest in a pool of debt
obligations that have been repackaged by an intermediary, such as a bank or
broker-dealer.
PASSIVE FOREIGN INVESTMENT COMPANIES (PFICS) are any foreign corporations which
generate certain amounts of passive income or hold certain amounts of assets for
the production of passive income. Passive income includes dividends, interest,
royalties, rents, and annuities. To avoid taxes and interest that a Fund must
pay if these investments are profitable, the Funds may make various elections
permitted by the tax laws. These elections could require that a Fund recognize
taxable income, which in turn must be distributed, before the securities are
sold and before cash is received to pay the distributions.
PAY-IN-KIND BONDS are debt securities that normally give the issuer an option to
pay cash at a coupon payment date or give the holder of the security a similar
bond with the same coupon rate and a face value equal to the amount of the
coupon payment that would have been made.
B-2
PREFERRED STOCKS are equity securities that generally pay dividends at a
specified rate and have preference over common stock in the payment of dividends
and liquidation. Preferred stock generally does not carry voting rights.
REAL ESTATE INVESTMENT TRUST (REIT) is an investment trust that operates through
the pooled capital of many investors who buy its shares. Investments are in
direct ownership of either income property or mortgage loans.
RULE 144A SECURITIES are securities that are not registered for sale to the
general public under the 1933Act, but that may be resold to certain
institutional investors.
STANDBY COMMITMENT is a right to sell a specified underlying security or
securities within a specified period of time and at an exercise price equal to
the amortized cost of the underlying security or securities plus accrued
interest, if any, at the time of exercise, that may be sold, transferred, or
assigned only with the underlying security or securities. A standby commitment
entitles the holder to receive same day settlement, and will be considered to be
from the party to whom the investment company will look for payment of the
exercise price.
STEP COUPON BONDS are high-quality issues with above-market interest rates and a
coupon that increases over the life of the bond. They may pay monthly,
semiannual, or annual interest payments. On the date of each coupon payment, the
issuer decides whether to call the bond at par, or whether to extend it until
the next payment date at the new coupon rate.
STRIP BONDS are debt securities that are stripped of their interest (usually by
a financial intermediary) after the securities are issued. The market value of
these securities generally fluctuates more in response to changes in interest
rates than interest-paying securities of comparable maturity.
TENDER OPTION BONDS are relatively long-term bonds that are coupled with the
option to tender the securities to a bank, broker-dealer, or other financial
institution at periodic intervals and receive the face value of the bond. This
investment structure is commonly used as a means of enhancing a security's
liquidity.
U.S. GOVERNMENT SECURITIES include direct obligations of the U.S. Government
that are supported by its full faith and credit. Treasury bills have initial
maturities of less than one year, Treasury notes have initial maturities of one
to ten years, and Treasury bonds may be issued with any maturity but generally
have maturities of at least ten years. U.S. Government securities also include
indirect obligations of the U.S. Government that are issued by federal agencies
and government sponsored entities. Unlike Treasury securities, agency securities
generally are not backed by the full faith and credit of the U.S. Government.
Some agency securities are supported by the right of the issuer to borrow from
the Treasury, others are supported by the discretionary authority of the U.S.
Government to purchase the agency's obligations, and others are supported only
by the credit of the sponsoring agency.
VARIABLE AND FLOATING RATE SECURITIES have variable or floating rates of
interest and, under certain limited circumstances, may have varying principal
amounts. Variable and floating rate securities pay interest at rates that are
adjusted periodically according to a specified formula, usually with reference
to some interest rate index or market interest rate (the "underlying index").
The floating rate tends to decrease the security's price sensitivity to changes
in interest rates.
WARRANTS are securities, typically issued with preferred stock or bonds, which
give the holder the right to buy a proportionate amount of common stock at a
specified price. The specified price is usually higher than the market price at
the time of issuance of the warrant. The right may last for a period of years or
indefinitely.
ZERO COUPON BONDS are debt securities that do not pay regular interest at
regular intervals, but are issued at a discount from face value. The discount
approximates the total amount of interest the security will accrue from the date
of issuance to maturity. The market value of these securities generally
fluctuates more in response to changes in interest rates than interest-paying
securities.
B-3
FUTURES, OPTIONS, AND OTHER DERIVATIVES
CREDIT DEFAULT SWAPS are a specific kind of counterparty agreement that allows
the transfer of third party credit risk from one party to the other. One party
in the swap is a lender and faces credit risk from a third party, and the
counterparty in the credit default swap agrees to insure this risk in exchange
for regular periodic payments.
EQUITY-LINKED STRUCTURED NOTES are derivative securities which are specially
designed to combine the characteristics of one or more underlying securities and
their equity derivatives in a single note form. The return and/or yield or
income component may be based on the performance of the underlying equity
securities, an equity index, and/or option positions. Equity-linked structured
notes are typically offered in limited transactions by financial institutions in
either registered or non-registered form. An investment in equity-linked notes
creates exposure to the credit risk of the issuing financial institution, as
well as to the market risk of the underlying securities. There is no guaranteed
return of principal with these securities, and the appreciation potential of
these securities may be limited by a maximum payment or call right. In certain
cases, equity-linked notes may be more volatile and less liquid than less
complex securities or other types of fixed-income securities. Such securities
may exhibit price behavior that does not correlate with other fixed-income
securities.
EQUITY SWAPS involve the exchange by two parties of future cash flow (e.g., one
cash flow based on a referenced interest rate and the other based on the
performance of stock or a stock index).
FORWARD CONTRACTS are contracts to purchase or sell a specified amount of a
financial instrument for an agreed upon price at a specified time. Forward
contracts are not currently exchange-traded and are typically negotiated on an
individual basis. A Fund may enter into forward currency contracts for
investment purposes or to hedge against declines in the value of securities
denominated in, or whose value is tied to, a currency other than the U.S. dollar
or to reduce the impact of currency appreciation on purchases of such
securities. It may also enter into forward contracts to purchase or sell
securities or other financial indices.
FUTURES CONTRACTS are contracts that obligate the buyer to receive and the
seller to deliver an instrument or money at a specified price on a specified
date. A Fund may buy and sell futures contracts on foreign currencies,
securities, and financial indices including indices of U.S. Government, foreign
government, equity, or fixed-income securities. A Fund may also buy options on
futures contracts. An option on a futures contract gives the buyer the right,
but not the obligation, to buy or sell a futures contract at a specified price
on or before a specified date. Futures contracts and options on futures are
standardized and traded on designated exchanges.
INDEXED/STRUCTURED SECURITIES are typically short- to intermediate-term debt
securities whose value at maturity or interest rate is linked to currencies,
interest rates, equity securities, indices, commodity prices, or other financial
indicators. Such securities may be positively or negatively indexed (e.g., their
value may increase or decrease if the reference index or instrument
appreciates). Indexed/structured securities may have return characteristics
similar to direct investments in the underlying instruments and may be more
volatile than the underlying instruments. A Fund bears the market risk of an
investment in the underlying instruments, as well as the credit risk of the
issuer.
INTEREST RATE SWAPS involve the exchange by two parties of their respective
commitments to pay or receive interest (e.g., an exchange of floating rate
payments for fixed rate payments).
INVERSE FLOATERS are debt instruments whose interest rate bears an inverse
relationship to the interest rate on another instrument or index. For example,
upon reset, the interest rate payable on the inverse floater may go down when
the underlying index has risen. Certain inverse floaters may have an interest
rate reset mechanism that multiplies the effects of change in the underlying
index. Such mechanism may increase the volatility of the security's market
value.
OPTIONS are the right, but not the obligation, to buy or sell a specified amount
of securities or other assets on or before a fixed date at a predetermined
price. A Fund may purchase and write put and call options on securities,
securities indices, and foreign currencies. A Fund may purchase or write such
options individually or in combination.
B-4
PARTICIPATORY NOTES are derivative securities which are linked to the
performance of an underlying Indian security and which allow investors to gain
market exposure to Indian securities without trading directly in the local
Indian market.
TOTAL RETURN SWAPS involve an exchange by two parties in which one party makes
payments based on a set rate, either fixed or variable, while the other party
makes payments based on the return of an underlying asset, which includes both
the income it generates and any capital gains over the payment period.
OTHER INVESTMENTS, STRATEGIES, AND/OR TECHNIQUES
CASH SWEEP PROGRAM is an arrangement in which a Fund's uninvested cash balance
is used to purchase shares of affiliated or non-affiliated money market funds or
cash management pooled investment vehicles at the end of each day.
INDUSTRY CONCENTRATION for purposes under the 1940 Act is the investment of more
than 25% of a Fund's total assets in an industry or group of industries.
MARKET CAPITALIZATION is the most commonly used measure of the size and value of
a company. It is computed by multiplying the current market price of a share of
the company's stock by the total number of its shares outstanding. Market
capitalization is an important investment criterion for certain funds, while
others do not emphasize investments in companies of any particular size.
NONDIVERSIFICATION is a classification given to a fund under the 1940 Act. Funds
are classified as either "diversified" or "nondiversified." To be classified as
"diversified" under the 1940 Act, a fund may not, with respect to 75% of its
total assets, invest more than 5% of its total assets in any issuer and may not
own more than 10% of the outstanding voting securities of an issuer. A fund that
is classified under the 1940 Act as "nondiversified," on the other hand, is not
subject to the same restrictions and therefore has the flexibility to take
larger positions in a smaller number of issuers than a fund that is classified
as "diversified." This gives a "nondiversified" fund more flexibility to focus
its investments in companies that the portfolio managers and/or investment
personnel have identified as the most attractive for the investment objective
and strategy of a fund but also may increase the risk of a fund.
REPURCHASE AGREEMENTS involve the purchase of a security by a Fund and a
simultaneous agreement by the seller (generally a bank or dealer) to repurchase
the security from the Fund at a specified date or upon demand. This technique
offers a method of earning income on idle cash. These securities involve the
risk that the seller will fail to repurchase the security, as agreed. In that
case, a Fund will bear the risk of market value fluctuations until the security
can be sold and may encounter delays and incur costs in liquidating the
security.
REVERSE REPURCHASE AGREEMENTS involve the sale of a security by a Fund to
another party (generally a bank or dealer) in return for cash and an agreement
by the Fund to buy the security back at a specified price and time. This
technique will be used primarily to provide cash to satisfy unusually high
redemption requests, or for other temporary or emergency purposes.
SHORT SALES in which a Fund may engage may be either "short sales against the
box" or other short sales. Short sales against the box involve selling short a
security that a Fund owns, or the Fund has the right to obtain the amount of the
security sold short at a specified date in the future. A Fund may also enter
into a short sale to hedge against anticipated declines in the market price of a
security or to reduce portfolio volatility. If the value of a security sold
short increases prior to the scheduled delivery date, the Fund loses the
opportunity to participate in the gain. For short sales, the Fund will incur a
loss if the value of a security increases during this period because it will be
paying more for the security than it has received from the purchaser in the
short sale. If the price declines during this period, a Fund will realize a
short-term capital gain. Although a Fund's potential for gain as a result of a
short sale is limited to the price at which it sold the security short less the
cost of borrowing the security, its potential for loss is theoretically
unlimited because there is no limit to the cost of replacing the borrowed
security.
WHEN-ISSUED, DELAYED DELIVERY, AND FORWARD COMMITMENT TRANSACTIONS generally
involve the purchase of a security with payment and delivery at some time in the
future - i.e., beyond normal settlement. A Fund does not earn interest on such
securities until settlement and bears the risk of market value fluctuations in
between the purchase and settlement dates. New issues of stocks and bonds,
private placements, and U.S. Government securities may be sold in this manner.
B-5
APPENDIX C
SHAREHOLDER'S GUIDE
This Prospectus/Information Statement relates to five separate classes of shares
("Shares"): Class A, Class C, Class I, Class R and Class S of Janus Balanced
Fund (the "JIF Balanced Fund"), a series of Janus Investment Fund (the "Trust").
JIF Balanced Fund currently does not offer shares of any of these classes.
However, upon consummation of the reorganization of Janus Adviser Balanced Fund
with and into JIF Balanced Fund (the "Reorganization"), JIF Balanced Fund will
complete the registration of Shares of these classes pursuant to the Securities
Act of 1933, as amended, and the Investment Company Act of 1940, as amended, and
start offering these shares. JIF Balanced Fund currently only offers one class
of shares (the "Initial Class") which is not offered in this
Prospectus/Information Statement. Please refer to JIF Balanced Fund's prospectus
dated February 27, 2009 (the "JIF Balanced Fund Prospectus") for information
about shares of this Initial Class. You can obtain a free copy of that document
by contacting your broker-dealer, plan sponsor, or financial intermediary or by
calling a Janus representative at [1-877-335-2687]. The information below
relates to classes of JIF Balanced Fund as of the date they are created.
PURCHASE PROCEDURES, EXCHANGE RIGHTS, AND REDEMPTION PROCEDURES
Investors may not purchase, exchange, or redeem Class A, Class C, Class R and
Class S Shares of JIF Balanced Fund directly. Shares may be purchased,
exchanged, or redeemed only through retirement plans, broker-dealers, bank trust
departments, financial advisers, or other financial intermediaries. Class A and
Class C Shares made available through full service broker-dealers are primarily
available only through wrap accounts under which such broker-dealers impose
additional fees for services connected to the wrap account. Class S Shares are
only available to broker-dealers in connection with their customers' investment
in the Shares through (1) retirement plans and (2) asset allocation, wrap fee,
fee-in-lieu of commission, or other discretionary or nondiscretionary investment
advisory programs under which such broker-dealers charge asset-based fees. This
restriction on Class S Shares does not apply to broker-dealers that had existing
agreements to purchase the Shares on behalf of their customers prior to
September 30, 2004. Not all financial intermediaries offer all classes of
shares. CONTACT YOUR FINANCIAL INTERMEDIARY OR REFER TO YOUR PLAN DOCUMENTS FOR
INSTRUCTIONS ON HOW TO PURCHASE, EXCHANGE, OR REDEEM SHARES.
Class I Shares may generally be purchased, exchanged, or redeemed only through
the following types of financial intermediaries and by certain institutional
investors. Class I Shares are offered through financial intermediaries
(including, but not limited to, broker-dealers, retirement plans, bank trust
departments, and financial advisors) who do not require payment from JIF
Balanced Fund or its service providers for the provision of distribution or
shareholder retention services, except for administrative (networking, omnibus
positioning) fees. Administrative (networking, omnibus positioning) fees may be
paid by JIF Balanced Fund to financial intermediaries for Class I Shares
processed through certain securities clearing systems. Institutional investors
may include, but are not limited to, corporations, retirement plans, public
plans, and foundations/endowments. Class I Shares are not offered directly to
individual investors. Not all financial intermediaries offer all classes of
shares. FOR INSTRUCTIONS ON HOW TO PURCHASE, EXCHANGE, OR REDEEM SHARES, CONTACT
YOUR FINANCIAL INTERMEDIARY, A JANUS REPRESENTATIVE AT [1-800-333-1181], OR
REFER TO YOUR PLAN DOCUMENTS.
With certain limited exceptions, JIF Balanced Fund is available only to U.S.
citizens or residents.
PRICING OF JIF BALANCED FUND SHARES
The per share net asset value ("NAV") for each class is computed by dividing the
total value of assets allocated to the class, less liabilities allocated to that
class, by the total number of outstanding shares of the class. JIF Balanced
Fund's NAV is calculated as of the close of the regular trading session of the
New York Stock Exchange ("NYSE") (normally 4:00 p.m. New York time) each day
that the NYSE is open ("business day"). However, the NAV may be calculated
earlier if trading on the NYSE is restricted, or as permitted by the SEC.
Because foreign securities markets may operate on days that are not business
days in the United States, the value of JIF Balanced Fund's
C-1
holdings may change on days that are not business days in the United States and
on which you will not be able to purchase or redeem JIF Balanced Fund's Shares.
The price you pay for purchases of Class A Shares and Class C Shares is the
public offering price, which is the NAV next determined after your order is
received in good order by JIF Balanced Fund or its agent, plus, for Class A
Shares, any applicable initial sales charge. The price you pay to sell Class A
Shares and Class C Shares is also the NAV, although a contingent deferred sales
charge may be taken out of the proceeds. All purchases and redemptions of Class
I Shares, Class R Shares and Class S Shares will be duly processed at the NAV
next calculated after your request is received in good order by JIF Balanced
Fund or its agent. Your financial intermediary may charge you a separate or
additional fee for processing purchases and redemptions of Shares. In order to
receive a day's price, your order must be received in good order by JIF Balanced
Fund or its agent by the close of the regular trading session of the NYSE.
Securities held by JIF Balanced Fund are generally valued at market value.
Certain short-term instruments maturing within 60 days or less are valued at
amortized cost, which approximates market value. If a market quotation for a
security is not readily available or is deemed unreliable, or if an event that
is expected to affect the value of the security occurs after the close of the
principal exchange or market on which the security is traded, and before the
close of the NYSE, a fair value of the security (except for short-term
instruments maturing within 60 days or less) will be determined in good faith
under policies and procedures established by and under the supervision of JIF
Balanced Fund's Board of Trustees. Such events include, but are not limited to:
(i) a significant event that may affect the securities of a single issuer, such
as a merger, bankruptcy, or significant issuer-specific development; (ii) an
event that may affect an entire market, such as a natural disaster or
significant governmental action; and (iii) a non-significant event such as a
market closing early or not opening, or a security trading halt. JIF Balanced
Fund may use a systematic fair valuation model provided by an independent
pricing service to value foreign equity securities in order to adjust for stale
pricing, which may occur between the close of certain foreign exchanges and the
close of the NYSE. While fair value pricing may be more commonly used with
foreign equity securities, it may also be used with, among other things,
thinly-traded domestic securities or fixed-income securities.
Due to the subjective nature of fair value pricing, JIF Balanced Fund's value
for a particular security may be different from the last quoted market price.
Fair value pricing may reduce arbitrage activity involving the frequent buying
and selling of mutual fund shares by investors seeking to take advantage of a
perceived lag between a change in the value of JIF Balanced Fund's portfolio
securities and the reflection of such change in JIF Balanced Fund's NAV, as
further described in the "Excessive Trading" section in this Appendix C. While
funds that invest in foreign securities may be at a greater risk for arbitrage
activity, such activity may also arise in funds which do not invest in foreign
securities, for example, when trading in a security held by a fund is halted and
does not resume prior to the time the fund calculates its NAV (referred to as
"stale pricing"). Funds that hold thinly-traded securities, such as certain
small-capitalization securities, may be subject to attempted use of arbitrage
techniques. To the extent that JIF Balanced Fund's valuation of a security is
different from the security's market value, short-term arbitrage traders may
dilute the NAV of JIF Balanced Fund, which negatively impacts long-term
shareholders. JIF Balanced Fund's fair value pricing and excessive trading
policies and procedures may not completely eliminate short-term trading in
certain omnibus accounts and other accounts traded through intermediaries.
The value of the securities of other open-end funds held by JIF Balanced Fund,
if any, will be calculated using the NAV of such underlying funds, and the
prospectuses for such open-end funds explain the circumstances under which they
use fair value pricing and the effects of using fair value pricing.
If you hold Class I Shares in an account through a financial intermediary or
plan sponsor or if you hold Shares of Class A, Class C, Class R or Class S, all
purchases, exchanges, redemptions, or other account activity must be processed
through your financial intermediary or plan sponsor. Your financial intermediary
or plan sponsor is responsible for promptly transmitting purchase, redemption,
and other requests to JIF Balanced Fund under the arrangements made between your
financial intermediary or plan sponsor and its customers. JIF Balanced Fund is
not responsible for the failure of any financial intermediary or plan sponsor to
carry out its obligations to its customers.
C-2
CHOOSING A SHARE CLASS
As noted above, upon the closing of the Reorganization, and subject to certain
contingencies, JIF Balanced Fund will start offering shares of Class A, Class C,
Class I, Class R and Class S. Each class represents an interest in the same
portfolio of investments, but has different charges and expenses, allowing you
to choose the class that best meets your needs. When choosing a share class, you
should consider:
- how much you plan to invest;
- how long you expect to own the shares;
- the expenses paid by each class; and
- whether you qualify for any reduction or waiver of any sales charges.
You should also consult your financial intermediary about which class is most
suitable for you. The following table summarizes some of the factors you should
consider with respect to each class of shares.*
CLASS A CLASS C CLASS I CLASS R CLASS S
--------------------- --------------------- ------------------- --------- ---------------------
Initial sales charge on Up to 5.75%(1)(2) None None None None
purchases
Deferred sales charge None except on 1.00% on Shares None None None
(CDSC) certain redemptions redeemed within 12
of Shares purchased months of purchase(2)
without an initial
sales charge(2)
Redemption fee None None None None None
Exchange fee None None None None None
Minimum initial $2,500 for $2,500 for $1 million for $2,500(3) $2,500 for
investment non-retirement non-retirement institutional non-retirement
account; $500 for account; $500 for investors; $500 for account; $500 for
certain tax-deferred certain tax-deferred tax-deferred certain tax-deferred
or UGMA/UTMA accounts or UGMA/UTMA accounts accounts and $2,500 or UGMA/UTMA accounts
for other accounts
Maximum purchase None $500,000 per a None None None
single purchase
Minimum aggregate None None None None None
account balance
12b-1 fee 0.25% 1.00%(4) None 0.50% 0.25%
----------
* Information in this table is qualified in its entirety by reference to more
detailed description in the sections below. Your financial intermediary may
charge you a separate or additional fee for purchases and redemptions of
Shares.
(1) The initial sales charge is reduced for purchases of $50,000 or more and is
waived for purchases of $1 million or more.
(2) May also be waived under certain circumstances.
C-3
(3) Investors in a defined contribution plan through a third party
administrator should refer to their plan document or contact their plan
administrator for information regarding account minimums.
(4) Up to 0.75% distribution fee and up to 0.25% shareholder servicing fee.
DISTRIBUTION, SERVICING, AND ADMINISTRATIVE FEES
DISTRIBUTION AND SHAREHOLDER SERVICING PLANS
Under distribution and shareholder servicing plans adopted in accordance with
Rule 12b-1 under the 1940 Act for Class A Shares and Class C Shares (the "Class
A Plan" and "Class C Plan," respectively), JIF Balanced Fund may pay Janus
Distributors LLC, the Trust's distributor ("Janus Distributors"), a fee for the
sale and distribution of Class A Shares and Class C Shares at an annual rate up
to 0.25% and 1.00% of the average daily net assets of Class A Shares and Class C
Shares of JIF Balanced Fund, respectively. Under the Class A and the Class C
Plans, Janus Distributors may pay all or a portion of 12b-1 fees to retirement
plan service providers, broker-dealers, bank trust departments, financial
advisors, and other financial intermediaries, as compensation for distribution
and shareholder account services performed by such entities for their customers
who are investors in JIF Balanced Fund.
Under a distribution and shareholder servicing plan adopted in accordance with
Rule 12b-1 under the 1940 Act for Class R Shares and Class S Shares (the "Class
R Plan" and "Class S Plan," respectively), JIF Balanced Fund may pay Janus
Distributors a fee for the sale and distribution of Class R Shares and Class S
Shares at an annual rate of up to 0.50% and 0.25% of the average daily net
assets of Class R Shares and Class S Shares of JIF Balanced Fund, respectively.
Under the terms of the Class R and Class S Plans, the Trust is authorized to
make payments to Janus Distributors for remittance to retirement plan service
providers, broker-dealers, bank trust departments, financial advisors, and other
financial intermediaries, as compensation for distribution and shareholder
account services performed by such entities for their customers who are
investors in JIF Balanced Fund.
Financial intermediaries may from time to time be required to meet certain
criteria in order to receive 12b-1 fees. Janus Distributors is entitled to
retain all fees paid under the Class C Plan for the first 12 months on any
investment in Class C Shares to recoup its expenses with respect to the payment
of commissions on sales of Class C Shares. Financial intermediaries will become
eligible for compensation under the Class C Plan beginning in the 13th month
following the purchase of Class C Shares, although Janus Distributors may,
pursuant to a written agreement between Janus Distributors and a particular
financial intermediary, pay such financial intermediary 12b-1 fees prior to the
13th month following the purchase of Class C Shares. Janus Distributors is
entitled to retain some or all fees payable under the Class A, Class C, Class R
and Class S Plans in certain circumstances, including when there is no broker of
record or when certain qualification standards have not been met by the broker
of record. Because 12b-1 fees are paid out of JIF Balanced Fund's assets on an
ongoing basis, over time they will increase the cost of your investment and may
cost you more than paying other types of sales charges.
ADMINISTRATIVE FEES - CLASS A, CLASS C AND CLASS I SHARES
Certain intermediaries may charge fees for administrative services, including
recordkeeping, subaccounting, order processing for omnibus or networked
accounts, or other shareholder services provided by intermediaries on behalf of
the shareholders of JIF Balanced Fund. Order processing includes the submission
of transactions through the National Securities Clearing Corporation (NSCC) or
similar systems, or those processed on a manual basis with Janus. These
administrative fees are paid by the Shares of JIF Balanced Fund to Janus
Services LLC ("Janus Services"), which uses such fees to reimburse
intermediaries. Because the form and amount charged varies by intermediary, the
amount of the administrative fee borne by each shareholder of the class is an
average of all fees charged by intermediaries. In the event an intermediary
receiving payments from Janus Services on behalf of JIF Balanced Fund converts
from a networking structure to an omnibus account structure, or otherwise
experiences increased costs, fees borne by the Shares may increase.
ADMINISTRATIVE SERVICES FEE - CLASS R AND CLASS S SHARES
Janus Services, the Trust's transfer agent, receives an administrative services
fee at an annual rate of up to 0.25% of the average daily net assets of Class R
Shares and Class S Shares of JIF Balanced Fund for providing, or arranging for
the provision of, recordkeeping, subaccounting, and other administrative
services to investors. Janus Services
C-4
expects to use all or a significant portion of this fee to compensate retirement
plan service providers, broker-dealers, bank trust departments, financial
advisors, and other financial intermediaries for providing these services to
their customers who invest in JIF Balanced Fund.
PURCHASES
Purchases of Class A, Class C, Class R or Class S Shares may generally be made
only through institutional channels such as retirement plans, broker-dealers,
and other financial intermediaries. Contact your financial intermediary or refer
to your plan documents for information on how to invest in JIF Balanced Fund,
including additional information on minimum initial or subsequent investment
requirements.
Purchases of Class I Shares may generally be made only through financial
intermediaries and by certain institutional investors. Contact your financial
intermediary, a Janus representative [1-800-333-1181], or refer to your plan
documents for information on how to invest in JIF Balanced Fund, including
additional information on minimum initial or subsequent investment requirements.
Your financial intermediary may charge you a separate or additional fee for
purchases of Shares. Only certain financial intermediaries are authorized to
receive purchase orders on JIF Balanced Fund's behalf. As discussed under the
section titled "The Reorganization - Other Comparative Information about the
Fund - Investment Adviser" in this Prospectus/Information Statement, Janus
Capital Management LLC ("Janus Capital"), JIF Balanced Fund's investment
adviser, and its affiliates may make payments to brokerage firms or other
financial intermediaries that were instrumental in the acquisition or retention
of shareholders for JIF Balanced Fund or that provide services in connection
with investments in JIF Balanced Fund. You should consider such arrangements
when evaluating any recommendation of JIF Balanced Fund.
JIF Balanced Fund reserves the right to reject any purchase order, including
exchange purchases, for any reason. JIF Balanced Fund is not intended for
excessive trading. For more information about JIF Balanced Fund's policy on
excessive trading, refer to the "Excessive Trading" section in this Appendix C.
In compliance with the Uniting and Strengthening America by Providing
Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 ("USA
PATRIOT Act"), your financial intermediary is required to verify certain
information on your account application as part of its Anti-Money Laundering
Program. You will be required to provide your full name, date of birth, social
security number, and permanent street address to assist in verifying your
identity. You may also be asked to provide documents that may help to establish
your identity. Until verification of your identity is made, your financial
intermediary may temporarily limit additional share purchases. In addition, your
financial intermediary may close an account if they are unable to verify a
shareholder's identity. Please contact your financial intermediary if you need
additional assistance when completing your application or additional information
about the intermediary's Anti-Money Laundering Program.
MINIMUM AND MAXIMUM INVESTMENT REQUIREMENTS
The minimum investment for Class A Shares, Class C Shares and Class S Shares is
$2,500 per JIF Balanced Fund account for non-retirement accounts and $500 per
JIF Balanced Fund account for certain tax-deferred accounts or UGMA/UTMA
accounts. Investors in a defined contribution plan through a third party
administrator should refer to their plan document or contact their plan
administrator for additional information. In addition, accounts held through
certain wrap programs may not be subject to these minimums. Investors should
refer to their intermediary for additional information.
The minimum investment for Class I Shares is $1 million for institutional
investors. Institutional investors generally may meet the minimum investment
amount by aggregating multiple accounts within JIF Balanced Fund. Accounts
offered through an intermediary institution must meet the minimum investment
requirements of $500 for tax-deferred accounts and $2,500 for other account
types. Directors, officers, and employees of Janus Capital Group Inc. ("JCGI")
and its affiliates, as well as Trustees and officers of JIF Balanced Fund, may
purchase Class I Shares through certain financial intermediaries' institutional
platforms. For more information about this program and eligibility requirements,
please contact a Janus representative at [1-800-333-1181]. Exceptions to these
minimums
C-5
may apply for certain tax-deferred, tax-qualified and retirement plans, and
accounts held through certain wrap programs. For additional information, contact
your intermediary, plan sponsor, administrator, or a Janus representative, as
applicable.
With respect to Class R Shares, investors in a defined contribution plan through
a third party administrator should refer to their plan document or contact their
plan administrator for information regarding account minimums. For all other
account types, the minimum investment is $2,500.
JIF Balanced Fund reserves the right to annually request that intermediaries
close JIF Balanced Fund accounts that are valued at less than $100, other than
as a result solely of depreciation in share value. Certain accounts held through
intermediaries may not be subject to closure due to the policies of the
intermediaries. You may receive written notice from your intermediary to
increase your account balance to the required minimum to avoid having your
account closed. If you hold Class I Shares directly with JIF Balanced Fund, you
may receive written notice prior to the closure of your JIF Balanced Fund
account so that you may increase your account balance to the required minimum.
Please note that you may incur a tax liability as a result of a redemption.
The maximum purchase in Class C Shares is $500,000 for any single purchase.
There is no limitation on maximum purchase of Class A, Class I, Class R and
Class S Shares.
JIF Balanced Fund reserves the right to change the amount of these minimums or
maximums from time to time or to waive them in whole or in part.
SYSTEMATIC PURCHASE PLAN
You may arrange for periodic purchases by authorizing your financial
intermediary (or a Janus representative, if you are a holder of Class I Shares
and you hold Class I Shares directly with JIF Balanced Fund) to withdraw the
amount of your investment from your bank account on a day or days you specify.
Not all financial intermediaries offer this plan. Contact your financial
intermediary for details.
CLASS A SHARES SALES CHARGE
An initial sales charge may apply to your purchase of Class A Shares of JIF
Balanced Fund based on the amount invested, as set forth in the table below. The
sales charge is allocated between Janus Distributors and your financial
intermediary. Sales charges, as expressed as a percentage of offering price and
as a percentage of your net investment, are shown in the table. The dollar
amount of your initial sales charge is calculated as the difference between the
public offering price and the net asset value of those shares. Since the
offering price is calculated to two decimal places using standard rounding
criteria, the number of shares purchased and the dollar amount of your sales
charge as a percentage of the offering price and of your net investment may be
higher or lower than the amounts set forth in the table depending on whether
there was a downward or upward rounding.
Class A Shares Sales Charge as a
Percentage of
------------------------------------------
Amount of Purchase at Offering Price Offering Price(1) Net Amount Invested(1)
------------------------------------ ----------------- ----------------------
Under $50,000 5.75% 6.10%
$50,000 but under $100,000 4.50% 4.71%
$100,000 but under $250,000 3.50% 3.63%
$250,000 but under $500,000 2.50% 2.56%
$500,000 but under $1,000,000(2) 2.00% 2.04%
$1,000,000 and above None(3) None
----------
(1) Offering price includes the initial sales charge.
(2) Compared to Class C Shares, the sales charge and expense structure of Class
A Shares may be more advantageous for investors purchasing more than
$500,000 of JIF Balanced Fund shares.
(3) A deferred sales charge of 1.00% may apply to Class A Shares purchased
without an initial sales charge if redeemed within 12 months of purchase.
C-6
Janus Distributors may pay financial intermediaries commissions on purchases of
Class A Shares as follows:
- 1.00% on amounts from $1,000,000 to $4,000,000;
- plus 0.50% on amounts greater than $4,000,000 to $10,000,000;
- plus 0.25% on amounts over $10,000,000.
The purchase totals eligible for these commissions are aggregated on a rolling
one year basis so that the rate payable resets to the highest rate annually.
QUALIFYING FOR A REDUCTION OR WAIVER OF CLASS A SHARES SALES CHARGE
You may be able to lower your Class A Shares sales charge under certain
circumstances. For example, you can combine Class A Shares and Class C Shares
you already own (either in this JIF Balanced Fund or certain other Janus funds)
with your current purchase of Class A Shares of JIF Balanced Fund and certain
other Janus funds (including Class C Shares of those funds) to take advantage of
the breakpoints in the sales charge schedule as set forth above. Certain
circumstances under which you may combine such ownership of Shares and purchases
are described below. Contact your financial intermediary for more information.
Class A Shares of JIF Balanced Fund may be purchased without an initial sales
charge by the following persons (and their spouses and children under 21 years
of age): (i) registered representatives and other employees of intermediaries
that have selling agreements with Janus Distributors to sell Class A Shares;
(ii) directors, officers, and employees of JCGI and its affiliates; and (iii)
trustees and officers of the Trust. In addition, the initial sales charge may be
waived on purchases of Class A Shares through financial intermediaries that have
entered into an agreement with Janus Distributors that allows the waiver of the
sales charge.
In order to obtain a sales charge discount, you should inform your financial
intermediary of other accounts in which there are JIF Balanced Fund holdings
eligible to be aggregated to meet a sales charge breakpoint. These other
accounts may include the accounts described under "Aggregating Accounts" below.
You may need to provide documents such as account statements or confirmation
statements to prove that the accounts are eligible for aggregation. The Letter
of Intent described below requires historical cost information in certain
circumstances. You should retain records necessary to show the price you paid to
purchase JIF Balanced Fund shares, as JIF Balanced Fund, its agents, or your
financial intermediary may not retain this information.
RIGHT OF ACCUMULATION. You may purchase Class A Shares of JIF Balanced Fund at a
reduced sales charge determined by aggregating the dollar amount of the new
purchase (measured by the offering price) and the total prior day's net asset
value (net amount invested) of all Class A Shares of JIF Balanced Fund and of
certain other classes (Class A Shares and Class C Shares of the Trust) of Janus
funds then held by you, or held in accounts identified under "Aggregating
Accounts" below, and applying the sales charge applicable to such aggregate
amount. In order for your purchases and holdings to be aggregated for purposes
of qualifying for such discount, they must have been made through one financial
intermediary and you must provide sufficient information to your financial
intermediary at the time of purchase to permit verification that the purchase
qualifies for the reduced sales charge. The right of accumulation is subject to
modification or discontinuance at any time with respect to all shares purchased
thereafter.
C-7
LETTER OF INTENT. You may obtain a reduced sales charge on Class A Shares by
signing a Letter of Intent indicating your intention to purchase $50,000 or more
of Class A Shares (including Class A Shares in other series of the Trust) over a
13-month period. The term of the Letter of Intent will commence upon the date
you sign the Letter of Intent. You must refer to such Letter when placing
orders. With regard to a Letter of Intent, the amount of investment for purposes
of applying the sales load schedule includes (i) the historical cost (what you
actually paid for the shares at the time of purchase, including any sales
charges) of all Class A Shares acquired during the term of the Letter of Intent,
minus (ii) the value of any redemptions of Class A Shares made during the term
of the Letter of Intent. Each investment made during the period receives the
reduced sales charge applicable to the total amount of the investment goal. A
portion of shares purchased may be held in escrow to pay for any sales charge
that may be applicable. If the goal is not achieved within the period, you must
pay the difference between the sales charges applicable to the purchases made
and the charges previously paid, or an appropriate number of escrowed shares
will be redeemed. Please contact your financial intermediary to obtain a Letter
of Intent application.
AGGREGATING ACCOUNTS. To take advantage of lower Class A Shares sales charges on
large purchases or through the exercise of a Letter of Intent or right of
accumulation, investments made by you, your spouse, and your children under age
21 may be aggregated if made for your own account(s) and/or certain other
accounts such as:
- trust accounts established by the above individuals (or the accounts
of the primary beneficiary of the trust if the person who established
the trust is deceased);
- solely controlled business accounts; and
- single participant retirement plans.
To receive a reduced sales charge under rights of accumulation or a Letter of
Intent, you must notify your financial intermediary of any eligible accounts
that you, your spouse, and your children under age 21 have at the time of your
purchase.
You may access information regarding sales loads, breakpoint discounts, and
purchases of JIF Balanced Fund's shares, free of charge, and in a clear and
prominent format, at www.janus.com/breakpoints, and by following the appropriate
hyperlinks to the specific information.
COMMISSION ON CLASS C SHARES
Janus Distributors may compensate your financial intermediary at the time of
sale at a commission rate of 1.00% of the net asset value of the Class C Shares
purchased. Service providers to qualified plans will not receive this amount if
they receive 12b-1 fees from the time of initial investment of qualified plan
assets in Class C Shares.
EXCHANGES
Contact your financial intermediary or consult your plan documents to exchange
into other funds in the Trust. Be sure to read the prospectus of the fund into
which you are exchanging. An exchange is generally a taxable transaction (except
for certain tax-deferred accounts).
- You may generally exchange shares of JIF Balanced Fund for shares of
the same class of any other fund in the Trust offered through your
financial intermediary or qualified plan.
- You must meet the minimum investment amount for each fund.
- JIF Balanced Fund reserves the right to reject any exchange request
and to modify or terminate the exchange privilege at any time.
- The exchange privilege is not intended as a vehicle for short-term or
excessive trading. JIF Balanced Fund may suspend or terminate your
exchange privilege if you engage in an excessive pattern of exchanges.
- With respect to exchange of Class I Shares, accounts holding Class I
Shares directly with JIF Balanced Fund may make up to four round trips
in JIF Balanced Fund in a 12-month period, although JIF Balanced Fund
at all times reserves the right to reject any exchange purchase for
any reason without prior notice. Generally, a "round trip" is a
redemption out of JIF Balanced Fund (by any means) followed by a
purchase back into JIF Balanced Fund (by any means). JIF Balanced Fund
will work with intermediaries
C-8
to apply JIF Balanced Fund's exchange limit. However, JIF Balanced
Fund may not always have the ability to monitor or enforce the trading
activity in such accounts.
- For more information about JIF Balanced Fund's policy on excessive
trading, refer to the "Excessive Trading" section in this Appendix C.
WAIVER OF SALES CHARGES
Class A Shares received through an exchange of Class A Shares of another fund of
the Trust will not be subject to any initial sales charge of JIF Balanced Fund's
Class A Shares. Class A Shares or Class C Shares received through an exchange of
Class A Shares or Class C Shares, respectively, of another fund of the Trust
will not be subject to any applicable contingent deferred sales charge ("CDSC")
at the time of the exchange. Any CDSC applicable to redemptions of Class A
Shares or Class C Shares will continue to be measured on the Shares received by
exchange from the date of your original purchase. For more information about the
CDSC, please refer to "Redemptions." While Class C Shares do not have any
front-end sales charges, their higher annual operating expenses mean that over
time, you could end up paying more than the equivalent of the maximum allowable
front-end sales charge.
REDEMPTIONS
Redemptions, like purchases, of Class A, Class C, Class R and Class S Shares may
generally be effected only through retirement plans, broker-dealers, and
financial intermediaries. Please contact your financial intermediary or refer to
the appropriate plan documents for details.
Redemptions, like purchases, of Class I Shares may generally be effected only
through financial intermediaries and by certain institutional investors. Please
contact your financial intermediary, a Janus representative (1-800-333-1181), or
refer to the appropriate plan documents for details.
Your financial intermediary may charge a processing or service fee in connection
with the redemption of Shares.
Shares of JIF Balanced Fund may be redeemed on any business day on which JIF
Balanced Fund's NAV is calculated. Redemptions are duly processed at the NAV
next calculated after your redemption order is received in good order by JIF
Balanced Fund or its agent. Redemption proceeds, less any applicable CDSC for
Class A Shares and Class C Shares will normally be sent the business day
following receipt of the redemption order, but in no event later than seven days
after receipt of such order.
If you hold Class A, Class C, Class I or Class S Shares, you should note that
JIF Balanced Fund reserves the right to annually request that intermediaries
close JIF Balanced Fund accounts that are valued at less than $100, other than
as a result solely of depreciation in share value. Certain accounts held through
intermediaries may not be subject to closure due to the policies of the
intermediaries. You may receive written notice from your intermediary to
increase your account balance to the required minimum to avoid having your
account closed. In addition, if you hold Class I Shares directly with JIF
Balanced Fund, you may receive written notice prior to the closure of your JIF
Balanced Fund account so that you may increase your account balance to the
required minimum. Please note that you may incur a tax liability as a result of
a redemption.
REDEMPTIONS IN-KIND
Shares normally will be redeemed for cash, although JIF Balanced Fund retains
the right to redeem some or all of its shares in-kind under unusual
circumstances, in order to protect the interests of remaining shareholders or to
accommodate a request by a particular shareholder that does not adversely affect
the interest of the remaining shareholders, by delivery of securities selected
from its assets at its discretion. However, JIF Balanced Fund is required to
redeem shares solely for cash up to the lesser of $250,000 or 1% of the NAV of
JIF Balanced Fund during any 90-day period for any one shareholder. Should
redemptions by any shareholder exceed such limitation, JIF Balanced Fund will
have the option of redeeming the excess in cash or in-kind. In-kind payment
means payment will be made in portfolio securities rather than cash. If this
occurs, the redeeming shareholder might incur brokerage or other transaction
costs to convert the securities to cash.
C-9
SYSTEMATIC WITHDRAWAL PLAN
You may arrange for periodic redemptions of Class A Shares or Class C Shares by
authorizing your financial intermediary to redeem a specified amount from your
account on a day or days you specify. Any resulting CDSC may be waived through
financial intermediaries that have entered into an agreement with Janus
Distributors. The maximum annual rate at which shares subject to a CDSC may be
redeemed, pursuant to a systematic withdrawal plan, without paying a CDSC, is
12% of the net asset value of the account. Certain other terms and minimums may
apply. Not all financial intermediaries offer this plan. Contact your financial
intermediary for details.
You may arrange for periodic redemptions of Class I Shares by authorizing your
financial intermediary (or a Janus representative, if you hold Shares directly
with JIF Balanced Fund) to redeem a specified amount from your account on a day
or days you specify. Not all financial intermediaries offer this plan. Contact
your financial intermediary or a Janus representative for details.
You may arrange for periodic redemptions of Class R Shares or Class S Shares by
authorizing your financial intermediary to redeem a specified amount from your
account on a day or days you specify. Not all financial intermediaries offer
this plan. Contact your financial intermediary for details.
CLASS A SHARES AND CLASS C SHARES CDSC
A 1.00% CDSC may be deducted with respect to Class A Shares purchased without an
initial sales charge if redeemed within 12 months of purchase, unless any of the
CDSC waivers listed below apply. A 1.00% CDSC will be deducted with respect to
Class C Shares redeemed within 12 months of purchase, unless a CDSC waiver
applies. The CDSC will be based on the lower of the original purchase price or
the value of the redemption of the Class A Shares or Class C Shares redeemed, as
applicable.
CDSC WAIVERS
There are certain cases in which you may be exempt from a CDSC charged to Class
A Shares and Class C Shares. Among others, these include:
- Upon the death or disability of an account owner;
- Retirement plans and certain other accounts held through a financial
intermediary that has entered into an agreement with Janus
Distributors to waive CDSCs for such accounts;
- Retirement plan shareholders taking required minimum distributions;
- The redemption of Class A Shares or Class C Shares acquired through
reinvestment of JIF Balanced Fund dividends or distributions;
- The portion of the redemption representing appreciation as a result of
an increase in NAV above the total amount of payments for Class A
Shares or Class C Shares during the period during which the CDSC
applied; or
- If JIF Balanced Fund chooses to liquidate or involuntarily redeem
shares in your account.
To keep the CDSC as low as possible, Class A Shares or Class C Shares not
subject to any CDSC will be redeemed first, followed by shares held longest.
REINSTATEMENT PRIVILEGE - CLASS A SHARES
After you have redeemed Class A Shares, you have a one-time right to reinvest
the proceeds within 90 days of the redemption date at the current NAV (without
an initial sales charge). You will not be reimbursed for any CDSC paid on your
redemption of Class A Shares.
EXCESSIVE TRADING
EXCESSIVE TRADING POLICIES AND PROCEDURES
C-10
The Board of Trustees of JIF Balanced Fund has adopted policies and procedures
with respect to short-term and excessive trading of Fund shares ("excessive
trading"). JIF Balanced Fund is intended for long-term investment purposes only,
and the Fund will take reasonable steps to attempt to detect and deter excessive
trading. Transactions placed in violation of JIF Balanced Fund's excessive
trading policies may be cancelled or revoked by the Fund by the next business
day following receipt by the Fund. The trading history of accounts determined to
be under common ownership or control within any of the Janus funds may be
considered in enforcing these policies and procedures. As described below,
however, JIF Balanced Fund may not be able to identify all instances of
excessive trading or completely eliminate the possibility of excessive trading.
In particular, it may be difficult to identify excessive trading in certain
omnibus accounts and other accounts traded through intermediaries. By their
nature, omnibus accounts, in which purchases and redemptions of JIF Balanced
Fund's shares by multiple investors are aggregated by the intermediary and
presented to the Fund on a net basis, may effectively conceal the identity of
individual investors and their transactions from the Fund and its agents. This
makes the elimination of excessive trading in the accounts impractical without
the assistance of the intermediary.
JIF Balanced Fund attempts to deter excessive trading through at least the
following methods:
- exchange limitations as described under "Exchanges;"
- redemption fees (where applicable on certain classes of certain
funds); and
- fair valuation of securities as described under "Pricing of Fund
Shares."
JIF Balanced Fund monitors Fund share transactions, subject to the limitations
described below. Generally, a purchase of JIF Balanced Fund's shares followed by
the redemption of JIF Balanced Fund's shares within a 90-day period may result
in enforcement of JIF Balanced Fund's excessive trading policies and procedures
with respect to future purchase orders, provided that the Fund reserves the
right to reject any purchase request as explained above.
If JIF Balanced Fund detects excessive trading, the Fund may suspend or
permanently terminate the exchange privilege (if permitted by your financial
intermediary) of the account and may bar future purchases into the Fund and any
of the other Janus funds by such investor. JIF Balanced Fund's excessive trading
policies generally do not apply to a (i) money market fund, although money
market funds at all times reserve the right to reject any purchase request
(including exchange purchases) for any reason without prior notice; and (ii)
transactions in the Janus funds by a Janus "fund of funds," which is a fund that
primarily invests in other Janus mutual funds.
JIF Balanced Fund's Board of Trustees may approve from time to time a redemption
fee to be imposed by any Janus fund, subject to 60 days' notice to shareholders
of that fund.
Investors who place transactions through the same financial intermediary on an
omnibus basis may be deemed part of a group for the purpose of JIF Balanced
Fund's excessive trading policies and procedures and may be rejected in whole or
in part by the Fund. JIF Balanced Fund, however, cannot always identify or
reasonably detect excessive trading that may be facilitated by financial
intermediaries or made difficult to identify through the use of omnibus accounts
by those intermediaries that transmit purchase, exchange, and redemption orders
to JIF Balanced Fund, and thus the Fund may have difficulty curtailing such
activity. Transactions accepted by a financial intermediary in violation of JIF
Balanced Fund's excessive trading policies may be cancelled or revoked by the
Fund by the next business day following receipt by the Fund.
In an attempt to detect and deter excessive trading in omnibus accounts, JIF
Balanced Fund or its agents may require intermediaries to impose restrictions on
the trading activity of accounts traded through those intermediaries. Such
restrictions may include, but are not limited to, requiring that trades be
placed by U.S. mail, prohibiting purchases for a designated period of time
(typically 30 to 90 days) by investors who have recently redeemed Fund shares,
requiring intermediaries to report information about customers who purchase and
redeem large amounts, and similar restrictions. JIF Balanced Fund's ability to
impose such restrictions with respect to accounts traded through particular
intermediaries may vary depending on the systems capabilities, applicable
contractual and legal restrictions, and cooperation of those intermediaries.
Certain transactions in Fund shares, such as periodic rebalancing (no more
frequently than quarterly) or those which are made pursuant to systematic
purchase, exchange, or redemption programs generally do not raise excessive
C-11
trading concerns and normally do not require application of JIF Balanced Fund's
methods to detect and deter excessive trading.
JIF Balanced Fund also reserves the right to reject any purchase request
(including exchange purchases) by any investor or group of investors for any
reason without prior notice, including, in particular, if the trading activity
in the account(s) is deemed to be disruptive to the Fund. For example, JIF
Balanced Fund may refuse a purchase order if the Fund's portfolio managers
believe they would be unable to invest the money effectively in accordance with
the Fund's investment policies or the Fund would otherwise be adversely affected
due to the size of the transaction, frequency of trading, or other factors.
JIF Balanced Fund's policies and procedures regarding excessive trading may be
modified at any time by the Fund's Board of Trustees.
EXCESSIVE TRADING RISKS
Excessive trading may present risks to JIF Balanced Fund's long-term
shareholders. Excessive trading into and out of JIF Balanced Fund may disrupt
portfolio investment strategies, may create taxable gains to remaining Fund
shareholders, and may increase Fund expenses, all of which may negatively impact
investment returns for all remaining shareholders, including long-term
shareholders.
Funds that invest in foreign securities may be at a greater risk for excessive
trading. Investors may attempt to take advantage of anticipated price movements
in securities held by a fund based on events occurring after the close of a
foreign market that may not be reflected in JIF Balanced Fund's NAV (referred to
as "price arbitrage"). Such arbitrage opportunities may also arise in funds
which do not invest in foreign securities, for example, when trading in a
security held by a fund is halted and does not resume prior to the time JIF
Balanced Fund calculates its NAV (referred to as "stale pricing"). Funds that
hold thinly-traded securities, such as certain small-capitalization securities,
may be subject to attempted use of arbitrage techniques. To the extent that JIF
Balanced Fund's valuation of a security differs from the security's market
value, short-term arbitrage traders may dilute the NAV of JIF Balanced Fund,
which negatively impacts long-term shareholders. Although JIF Balanced Fund has
adopted fair valuation policies and procedures intended to reduce the Fund's
exposure to price arbitrage, stale pricing, and other potential pricing
inefficiencies, under such circumstances there is potential for short-term
arbitrage trades to dilute the value of Fund shares.
Although JIF Balanced Fund takes steps to detect and deter excessive trading
pursuant to the policies and procedures described in this Appendix C and
approved by the Board of Trustees, there is no assurance that these policies and
procedures will be effective in limiting excessive trading in all circumstances.
For example, JIF Balanced Fund may be unable to completely eliminate the
possibility of excessive trading in certain omnibus accounts and other accounts
traded through intermediaries. Omnibus accounts may effectively conceal the
identity of individual investors and their transactions from JIF Balanced Fund
and its agents. This makes JIF Balanced Fund's identification of excessive
trading transactions in the Fund through an omnibus account difficult and makes
the elimination of excessive trading in the account impractical without the
assistance of the intermediary. Although JIF Balanced Fund encourages
intermediaries to take necessary actions to detect and deter excessive trading,
some intermediaries may be unable or unwilling to do so, and accordingly, the
Fund cannot eliminate completely the possibility of excessive trading.
Shareholders that invest through an omnibus account should be aware that they
may be subject to the policies and procedures of their financial intermediary
with respect to excessive trading in JIF Balanced Fund.
AVAILABILITY OF PORTFOLIO HOLDINGS INFORMATION
The Mutual Fund Holdings Disclosure Policies and Procedures adopted by Janus
Capital and all mutual funds managed within the Janus fund complex are designed
to be in the best interests of the funds and to protect the confidentiality of
the funds' portfolio holdings. The following describes policies and procedures
with respect to disclosure of portfolio holdings of JIF Balanced Fund.
C-12
- FULL HOLDINGS. JIF Balanced Fund is required to disclose its complete
holdings in the quarterly holdings report on Form N-Q within 60 days
of the end of each fiscal quarter, and in the annual report and
semiannual report to fund shareholders. These reports (i) are
available on the SEC's website at http://www.sec.gov; (ii) may be
reviewed and copied at the SEC's Public Reference Room in Washington,
D.C. (information on the Public Reference Room may be obtained by
calling 1-800-SEC-0330); and (iii) are available without charge, upon
request, by calling a Janus representative at 1-877-335-2687 (toll
free). Holdings are generally posted under the Characteristics tab at
www.janus.com/info approximately two business days after the end of
the following period: portfolio holdings (excluding cash investments,
derivatives, short positions, and other investment positions),
consisting of at least the names of the holdings, are generally
available on a calendar quarter-end basis with a 30-day lag.
- TOP HOLDINGS. JIF Balanced Fund's top portfolio holdings, in order of
position size and as a percentage of the Fund's total portfolio, are
available monthly with a 15-day lag and on a calendar quarter-end
basis with a 15-day lag. Most funds disclose their top ten portfolio
holdings. However, certain funds disclose only their top five
portfolio holdings.
- OTHER INFORMATION. JIF Balanced Fund may occasionally provide security
breakdowns (e.g., industry, sector, regional, market capitalization,
and asset allocation), top performance contributors/detractors, and
specific portfolio level performance attribution information and
statistics monthly with a 30-day lag and on a calendar quarter-end
basis with a 15-day lag.
Full portfolio holdings will remain available on the Janus websites at least
until a Form N-CSR or Form N-Q is filed with the SEC for the period that
includes the date as of which the website information is current. JIF Balanced
Fund discloses its short positions, if applicable, only to the extent required
in regulatory reports. Janus Capital may exclude from publication all or any
portion of portfolio holdings or change the time periods of disclosure as deemed
necessary to protect the interests of JIF Balanced Fund, including under
extraordinary circumstances exceptions to the Mutual Fund Holdings Disclosure
Policies and Procedures made by Janus Capital's Chief Investment Officer(s) or
their delegates. Such exceptions may be made without prior notice to
shareholders. A summary of JIF Balanced Fund's portfolio holdings disclosure
policies and procedures, which includes a discussion of any exceptions, is
contained in the Fund's SAI.
DISTRIBUTION OF JIF BALANCED FUND
JIF Balanced Fund is distributed by Janus Distributors LLC, which is a member of
the Financial Industry Regulatory Authority, Inc. ("FINRA"). To obtain
information about FINRA member firms and their associated persons, you may
contact FINRA at www.finra.org, or at 1-800-289-9999.
DISTRIBUTIONS AND TAXES
DISTRIBUTIONS
To avoid taxation of JIF Balanced Fund, the Internal Revenue Code requires the
Fund to distribute all or substantially all of its net investment income and any
net capital gains realized on its investments at least annually. JIF Balanced
Fund's income from certain dividends, interest, and any net realized short-term
capital gains are paid to shareholders as ordinary income dividends. Certain
dividend income may be reported to shareholders as "qualified dividend income,"
which is generally subject to reduced rates of taxation. Net realized long-term
capital gains are paid to shareholders as capital gains distributions,
regardless of how long Shares of the Fund have been held. Distributions are made
at the class level, so they may vary from class to class within a single fund.
DISTRIBUTION SCHEDULE
Dividends from net investment income for JIF Balanced Fund are normally declared
and distributed in March, June, September and December. For investors investing
through intermediaries, the date you receive your dividend may vary depending on
how your intermediary processes trades. Please consult your intermediary for
details.
C-13
Distributions of capital gains are normally declared and distributed in
December. If necessary, dividends and net capital gains may be distributed at
other times as well.
HOW DISTRIBUTIONS AFFECT JIF BALANCED FUND'S NAV
Distributions are paid to shareholders as of the record date of a distribution
of JIF Balanced Fund, regardless of how long the shares have been held.
Undistributed dividends and net capital gains are included in JIF Balanced
Fund's daily NAV. The share price of JIF Balanced Fund drops by the amount of
the distribution, net of any subsequent market fluctuations. For example, assume
that on December 31, JIF Balanced Fund declared a dividend in the amount of
$0.25 per share. If JIF Balanced Fund's share price was $10.00 on December 30,
JIF Balanced Fund's share price on December 31 would be $9.75, barring market
fluctuations. You should be aware that distributions from a taxable mutual fund
do not increase the value of your investment and may create income tax
obligations.
"BUYING A DIVIDEND"
If you purchase shares of JIF Balanced Fund just before a distribution, you will
pay the full price for the shares and receive a portion of the purchase price
back as a taxable distribution. This is referred to as "buying a dividend." In
the above example, if you bought shares on December 30, you would have paid
$10.00 per share. On December 31, JIF Balanced Fund would pay you $0.25 per
share as a dividend and your shares would now be worth $9.75 per share. Unless
your account is set up as a tax-deferred account, dividends paid to you would be
included in your gross income for tax purposes, even though you may not have
participated in the increase in NAV of JIF Balanced Fund, whether or not you
reinvested the dividends. Before buying shares of JIF Balanced Fund close to
year-end, you should consult with your financial intermediary or tax adviser as
to potential tax consequences of any distributions that may be paid shortly
after purchase.
For your convenience, JIF Balanced Fund's distributions of net investment income
and net capital gains are automatically reinvested in JIF Balanced Fund. To
receive distributions in cash, contact your financial intermediary or a Janus
representative at 1-800-525-0020. Whether reinvested or paid in cash, the
distributions may be subject to taxes, unless your shares are held in a
qualified tax-deferred plan or account.
TAXES
As with any investment, you should consider the tax consequences of investing in
JIF Balanced Fund. Any time you sell or exchange shares of a fund in a taxable
account, it is considered a taxable event. For federal income tax purposes, an
exchange is treated the same as a sale. Depending on the purchase price and the
sale price, you may have a gain or loss on the transaction; whether the gain or
loss is long-term or short-term depends on how long you owned the shares. Any
tax liabilities generated by your transactions are your responsibility.
The following discussion does not apply to qualified tax-deferred accounts or
other non-taxable entities, nor is it a complete analysis of the federal income
tax implications of investing in JIF Balanced Fund. You should consult your tax
adviser if you have any questions. Additionally, state or local taxes may apply
to your investment, depending upon the laws of your state of residence.
TAXES ON DISTRIBUTIONS
Distributions by JIF Balanced Fund are subject to federal income tax, regardless
of whether the distribution is made in cash or reinvested in additional shares
of JIF Balanced Fund. When gains from the sale of a security held by JIF
Balanced Fund are paid to shareholders, the rate at which the gain will be taxed
to shareholders depends on the length of time JIF Balanced Fund held the
security. In certain states, a portion of the distributions (depending on the
sources of JIF Balanced Fund's income) may be exempt from state and local taxes.
JIF Balanced Fund's net investment income and capital gains are distributed to
(and may be taxable to) those persons who are shareholders of JIF Balanced Fund
at the record date of such payments. Although JIF Balanced Fund's total net
income and net realized gain are the results of its operations, the per share
amount distributed or taxable to shareholders is affected by the number of Fund
shares outstanding at the record date. Generally, account tax information will
be made
C-14
available to shareholders on or before January 31st of each year. Information
regarding distributions may also be reported to the Internal Revenue Service.
Distributions made by JIF Balanced Fund with respect to Shares purchased through
a qualified retirement plan will generally be exempt from current taxation if
left to accumulate within the qualified plan.
Generally, withdrawals from qualified plans may be subject to ordinary income
tax and, if made before age 59 1/2, a 10% penalty tax may be imposed. The tax
status of your investment depends on the features of your qualified plan. For
further information, please contact your plan sponsor.
JIF Balanced Fund may be required to withhold U.S. federal income tax on all
distributions and redemptions payable to shareholders who fail to provide their
correct taxpayer identification number, fail to make certain required
certifications, or who have been notified by the Internal Revenue Service that
they are subject to backup withholding. The current backup withholding rate is
applied.
TAXATION OF JIF BALANCED FUND
Dividends, interest, and some capital gains received by JIF Balanced Fund on
foreign securities may be subject to foreign tax withholding or other foreign
taxes. If JIF Balanced Fund is eligible, it may from year to year make the
election permitted under Section 853 of the Internal Revenue Code to pass
through such taxes to shareholders as a foreign tax credit. If such an election
is not made, any foreign taxes paid or accrued will represent an expense to JIF
Balanced Fund. JIF Balanced Fund's transactions may involve short sales,
futures, options, swap agreements, hedged investments, and other similar
transactions, and may be subject to special provisions of the Internal Revenue
Code that, among other things, can potentially affect the character, amount,
timing of distributions to shareholders, and utilization of capital loss
carryforwards. JIF Balanced Fund will monitor its transactions and may make
certain tax elections and use certain investment strategies where applicable in
order to mitigate the effect of these tax provisions, if possible.
JIF Balanced Fund does not expect to pay any federal income or excise taxes
because it intends to meet certain requirements of the Internal Revenue Code. It
is important that JIF Balanced Fund meet these requirements so that any earnings
on your investment will not be subject to federal income taxes twice. If JIF
Balanced Fund invests in partnerships, it may be subject to state tax
liabilities.
C-15
APPENDIX D
LEGAL MATTERS
In the fall of 2003, the Securities and Exchange Commission ("SEC"), the Office
of the New York State Attorney General ("NYAG"), the Colorado Attorney General
("COAG"), and the Colorado Division of Securities ("CDS") announced that they
were investigating alleged frequent trading practices in the mutual fund
industry. On August 18, 2004, Janus Capital announced that it had reached final
settlements with the SEC, the NYAG, the COAG, and the CDS related to such
regulators' investigations into Janus Capital's frequent trading arrangements.
A number of civil lawsuits were brought against Janus Capital and certain of its
affiliates, the Janus funds, and related entities and individuals based on
allegations similar to those announced by the above regulators and were filed in
several state and federal jurisdictions. Such lawsuits alleged a variety of
theories for recovery including, but not limited to, the federal securities
laws, other federal statutes (including ERISA), and various common law
doctrines. The Judicial Panel on Multidistrict Litigation transferred these
actions to the U.S. District Court for the District of Maryland (the "Court")
for coordinated proceedings. On September 29, 2004, five consolidated amended
complaints were filed with the Court that generally include: (i) claims by a
putative class of investors in certain Janus funds asserting claims on behalf of
the investor class (Marini, et al. v. Janus Investment Fund, et al., U.S.
District Court, District of Maryland, Case No. 04-CV-00497); (ii) derivative
claims by investors in certain Janus funds ostensibly on behalf of such funds
(Steinberg et al. v. Janus Capital Management, LLC et al., U.S. District Court,
District of Maryland, Case No. 04-CV-00518); (iii) claims on behalf of
participants in the Janus 401(k) plan (Wangberger v. Janus Capital Group Inc.,
401(k) Advisory Committee, et al., U.S. District Court, District of Maryland,
Case No. JFM-05-2711); (iv) claims brought on behalf of shareholders of Janus
Capital Group Inc. ("JCGI") on a derivative basis against the Board of Directors
of JCGI (Chasen v. Whiston, et al., U.S. District Court, District of Maryland,
Case No. 04-MD-00855); and (v) claims by a putative class of shareholders of
JCGI asserting claims on behalf of the shareholders (Wiggins, et al. v. Janus
Capital Group, Inc., et al., U.S. District Court, District of Maryland, Case No.
04-CV-00818). Each of the five complaints initially named JCGI and/or Janus
Capital as a defendant. In addition, the following were also named as defendants
in one or more of the actions: Janus Investment Fund ("JIF"), Janus Aspen Series
("JAS"), Janus Adviser Series ("JAD"), Janus Distributors LLC, INTECH Investment
Management LLC ("INTECH") (formerly named Enhanced Investment Technologies,
LLC), Bay Isle Financial LLC ("Bay Isle"), Perkins Investment Management LLC
("Perkins") (formerly named Perkins, Wolf, McDonnell and Company, LLC), the
Advisory Committee of the Janus 401(k) plan, and the current or former directors
of JCGI.
On August 25, 2005, the Court entered orders dismissing most of the claims
asserted against Janus Capital and its affiliates by fund investors in the
Marini and Steinberg cases (actions (i) and (ii) above) except certain claims
under Section 10(b) of the Securities Exchange Act of 1934 and under Section
36(b) of the Investment Company Act of 1940, as amended (the "1940 Act"). On
December 30, 2008, the court granted partial summary judgment in Janus Capital's
favor with respect to Plaintiffs' damage demand as it relates to what was
categorized as "approved" market timing based on the court's finding that there
was no evidence that investors suffered damages that exceed the $50 million they
are entitled to receive under the regulatory settlement. The court did not grant
summary judgment on the remaining causes of action and requested the parties to
submit additional briefing with respect to what was categorized as "unapproved"
market timing. On August 15, 2006, the Wangberger complaint in the 401(k) plan
class action (action (iii) above) was dismissed by the Court with prejudice. The
plaintiff appealed that dismissal decision to the United States Court of Appeals
for the Fourth Circuit, which remanded the case back to the Court for further
proceedings. The Court also dismissed the Chasen lawsuit (action (iv) above)
against JCGI's Board of Directors without leave to amend. Finally, a Motion to
Dismiss the Wiggins suit (action (v) above) was granted and the matter was
dismissed in May 2007. Plaintiffs appealed that dismissal to the United States
Court of Appeals for the Fourth Circuit where the appeal is pending.
In addition to the lawsuits described above, the Auditor of the State of West
Virginia ("Auditor"), in his capacity as securities commissioner, has initiated
administrative proceedings against many of the defendants in the market timing
cases (including JCGI and Janus Capital) and, as a part of its relief, is
seeking disgorgement and other monetary relief based on similar market timing
allegations (In the Matter of Janus Capital Group Inc. et al., Before the
Securities Commissioner, State of West Virginia, Summary Order No. 05-1320). In
September 2006, JCGI and
D-1
Janus Capital filed their answer to the Auditor's summary order instituting
proceedings as well as a Motion to Discharge Order to Show Cause. This action is
pending.
During 2007, two lawsuits were filed against Janus Management Holdings
Corporation ("Janus Holdings"), an affiliate of JCGI, by former Janus portfolio
managers, alleging that Janus Holdings unilaterally implemented certain changes
to compensation in violation of prior agreements (Edward Keely v. Janus
Holdings, Denver District Court, Case No. 2007CV7366; Tom Malley v. Janus
Holdings, Denver District Court, Case No. 2007CV10719). These complaints allege
some or all of the following claims: (1) breach of contract; (2) willful and
wanton breach of contract; (3) breach of good faith and fair dealing; and (4)
estoppel. Janus Holdings filed Answers to these complaints denying any liability
for these claims and intends to vigorously defend against the allegations.
Additional lawsuits may be filed against certain of the Janus funds, Janus
Capital, and related parties in the future. Janus Capital does not currently
believe that these pending actions will materially affect its ability to
continue providing services it has agreed to provide to the Janus funds.
D-2
JANUS INVESTMENT FUND
STATEMENT OF ADDITIONAL INFORMATION
[APRIL , 2009]
RELATING TO THE ACQUISITION OF THE ASSETS OF
JANUS ADVISER BALANCED FUND
A SERIES OF JANUS ADVISER SERIES
151 DETROIT STREET
DENVER, COLORADO 80206-4805
1-800-525-0200
BY AND IN EXCHANGE FOR SHARES OF BENEFICIAL INTEREST OF
JANUS BALANCED FUND
A SERIES OF JANUS INVESTMENT FUND
151 DETROIT STREET
DENVER, COLORADO 80206-4805
1-800-525-3713
This Statement of Additional Information (the "SAI") expands upon and
supplements the information contained in the combined prospectus and information
statement (the "Prospectus/Information Statement") dated [April , 2009]. The
Prospectus/Information Statement is being furnished to shareholders of Janus
Adviser Balanced Fund, a series of Janus Adviser Series ("JAD Balanced Fund"),
in connection with the reorganization of JAD Balanced Fund with and into Janus
Balanced Fund, a series of Janus Investment Fund ("JIF Balanced Fund"), pursuant
to which all of the assets and liabilities of JAD Balanced Fund would be
transferred to JIF Balanced Fund in exchange for shares of beneficial interest
of JIF Balanced Fund (the "Reorganization").
This SAI is not a prospectus and should be read in conjunction with the
Prospectus/Information Statement. A copy of the Prospectus/Information Statement
may be obtained without charge by contacting Janus Capital Management LLC
("Janus Capital") at 151 Detroit Street, Denver, Colorado 80206 or by
telephoning Janus toll-free at 1-800-525-0200.
This SAI consists of: (i) this cover page; (ii) Additional Information
about Class A, Class C, Class I, Class R and Class S shares of JIF Balanced
Fund, (iii) the accompanying Pro Forma Financial Statements, and (iv) the
following documents, each of which was filed electronically with the U.S.
Securities and Exchange Commission (the "SEC") and is incorporated by reference
herein:
1. The SAI for JAD Balanced Fund, dated November 28, 2008, as supplemented
(File No: 333-33978), and the SAI for JIF Balanced Fund, dated February
27, 2009, as supplemented (File No: 002-34393).
2. The Financial Statements of JAD Balanced Fund are included in the annual
report, dated July 31, 2008, as filed on September 29, 2008, and the
semi-annual report, dated January 31, 2009, as filed on March 31, 2009
(File No: 811-09885), and the Financial Statements of JIF Balanced Fund
are included in the annual report, dated October 31, 2008, as filed on
December 29,
2008, and the semi-annual report, dated April 30, 2008, as filed on June
27, 2008 (File No: 811-01879).
As described in the Prospectus/Information Statement, upon the closing of
the Reorganization, each owner of Class A, Class C, Class I, Class R and Class S
shares of JAD Balanced Fund would become a shareholder of the corresponding
class of shares of JIF Balanced Fund. JIF Balanced Fund does not currently offer
Class A, Class C, Class I, Class R and Class S shares. However, upon
consummation of the Reorganization, JIF Balanced Fund will establish Class A,
Class C, Class I, Class R and Class S shares pursuant to the Securities Act of
1933, as amended, and the Investment Company Act of 1940, as amended.
Information about JIF Balanced Fund and its Class A, Class C, Class I, Class R
and Class S shares provided in the Prospectus/Information Statement and other
general information about JIF Balanced Fund in its SAI dated February 27, 2009
(File No. 002-34393), is incorporated herein by reference. Only certain
information specific to JIF Balanced Fund's Class A, Class C, Class I, Class R
and Class S shares is provided herein.
ADDITIONAL INFORMATION ABOUT
CLASS A, CLASS C, CLASS I, CLASS R AND CLASS S SHARES OF
JIF BALANCED FUND
TRANSFER AGENCY AND OTHER SERVICES
Janus Services LLC ("Janus Services"), P.O. Box 173375, Denver, Colorado
80217-3375, a wholly-owned subsidiary of Janus Capital, is JIF Balanced Fund's
transfer agent. In addition, Janus Services provides certain other
administrative, recordkeeping, and shareholder relations services for JIF
Balanced Fund. Janus Services receives an administrative services fee at an
annual rate of up to 0.25% of the average daily net assets of Class R shares and
Class S shares of JIF Balanced Fund for providing or procuring recordkeeping,
subaccounting, and other administrative services to investors in Class R shares
and Class S shares of JIF Balanced Fund. Janus Services expects to use a
significant portion of this fee to compensate retirement plan service providers,
broker-dealers, bank trust departments, financial advisors, and other financial
intermediaries for providing these services. Services provided by these
financial intermediaries may include but are not limited to recordkeeping,
processing and aggregating purchase and redemption transactions, providing
periodic statements, forwarding prospectuses, shareholder reports, and other
materials to existing customers, and other administrative services.
Janus Services is not compensated for its services related to Class A
shares, Class C shares, and Class I shares, except for out-of-pocket expenses.
Included in out-of-pocket expenses are the networking and/or omnibus account
fees which certain intermediaries charge with respect to transactions in JIF
Balanced Fund that are processed through the National Securities Clearing
Corporation or similar systems.
PURCHASES OF CLASS A SHARES
The price you pay for Class A shares is the public offering price, which is
the NAV next determined after JIF Balanced Fund or its agent receives in good
order your order plus an initial sales charge, if applicable, based on the
amount invested as set forth in the table. JIF Balanced Fund receives the NAV.
The sales charge is allocated between your financial intermediary and Janus
Distributors, the Trust's distributor, as shown in the table, except where Janus
Distributors, in its discretion, allocates up to the entire amount to your
financial intermediary. Sales charges, as expressed as a percentage of offering
price, a percentage of your net investment, and as a percentage of the sales
charge reallowed to financial intermediaries, are shown in the table. The dollar
amount of your initial sales charge is calculated as the difference between the
public offering price and the NAV of those shares. Since the offering price is
calculated to two decimal places using standard rounding criteria, the number of
shares purchased and the dollar amount of your sales charge as a percentage of
the offering price and of your net investment may be higher or lower than the
amounts set forth in the table depending on whether there was a downward or
upward rounding. Although you pay no initial sales charge on purchases of
$1,000,000 or more, Janus Distributors may pay, from its own resources, a
commission to your financial intermediary on such investments.
<Table>
<Caption>
AMOUNT OF SALES
CHARGE REALLOWED
TO FINANCIAL
SALES CHARGE AS A SALES CHARGE AS A INTERMEDIARIES AS
PERCENTAGE OF PERCENTAGE OF NET A PERCENTAGE OF
OFFERING PRICE* AMOUNT INVESTED OFFERING PRICE
----------------- ----------------- -----------------
Under $50,000.................. 5.75% 6.10% 5.00%
$50,000 but under $100,000..... 4.50% 4.71% 3.75%
$100,000 but under $250,000.... 3.50% 3.63% 2.75%
$250,000 but under $500,000.... 2.50% 2.56% 2.00%
$500,000 but under $1,000,000.. 2.00% 2.04% 1.60%
$1,000,000 and above........... None** None None
</Table>
--------
* Offering Price includes the initial sales charge.
** A contingent deferred sales charge of 1.00% may apply to Class A shares
purchased without an initial sales charge if redeemed within 12 months of
purchase.
DISTRIBUTION AND SHAREHOLDER SERVICING PLANS
CLASS A SHARES, CLASS R SHARES, AND CLASS S SHARES
As described in the Prospectus/Information Statement, Class A shares, Class
R shares, and Class S shares will each adopt distribution and shareholder
servicing plans (the "Class A Plan," "Class R Plan," and "Class S Plan,"
respectively) in accordance with Rule 12b-1 under the 1940 Act. The Plans are
compensation type plans and permit the payment at an annual rate of up to 0.25%
of the average daily net assets of Class A shares and Class S shares and at an
annual rate of up to 0.50% of the average daily net assets of Class R shares of
a Fund for activities that are primarily intended to result in sales of Class A
shares, Class R shares, or Class S shares of such Fund, including but not
limited to preparing, printing, and distributing prospectuses, SAIs, shareholder
reports, and
educational materials to prospective and existing investors; responding to
inquiries by investors; receiving and answering correspondence and similar
activities. Payments under the Plans are not tied exclusively to actual
distribution and service expenses, and the payments may exceed distribution and
service expenses actually incurred. Payments are made to Janus Distributors LLC,
JIF Balanced Fund's distributor ("Janus Distributors"), who may make ongoing
payments to financial intermediaries based on the value of Fund shares held by
such intermediaries' customers.
CLASS C SHARES
As described in the Prospectus/Information Statement, Class C shares will
adopt a distribution and shareholder servicing plan (the "Class C Plan") in
accordance with Rule 12b-1 under the 1940 Act. The Class C Plan is a
compensation type plan and permits the payment at an annual rate of up to 0.75%
of the average daily net assets of Class C shares of JIF Balanced Fund for
activities which are primarily intended to result in sales of Class C shares of
JIF Balanced Fund. In addition, the Plan permits the payment of up to 0.25% of
the average daily net assets of Class C shares of JIF Balanced Fund for
shareholder servicing activities such as providing facilities to answer
questions from existing investors about JIF Balanced Fund; receiving and
answering correspondence; assisting investors in changing dividend and other
account options and any other activities for which "service fees" may be paid
under Rule 2830 of the Financial Industry Regulatory Authority, Inc. Conduct
Rules. Payments under the Class C Plan are not tied exclusively to actual
distribution and service expenses, and the payments may exceed distribution and
service expenses actually incurred.
The Plans and any Rule 12b-1 related agreement to be entered into by JIF
Balanced Fund or Janus Distributors in connection with the Plans will continue
in effect for a period of more than one year only so long as continuance is
specifically approved at least annually by a vote of a majority of the Trustees,
and of a majority of the Trustees who are not interested persons (as defined in
the 1940 Act) of the Trust and who have no direct or indirect financial interest
in the operation of the Plans or any related agreements ("12b-1 Trustees"). All
material amendments to any Plan must be approved by a majority vote of the
Trustees, including a majority of the 12b-1 Trustees, at a meeting called for
that purpose. In addition, any Plan may be terminated as to JIF Balanced Fund at
any time, without penalty, by vote of a majority of the outstanding shares of
that Class of JIF Balanced Fund or by vote of a majority of the 12b-1 Trustees.
Janus Distributors is entitled to retain all fees paid under the Class C
Plan for the first 12 months on any investment in Class C shares to recoup its
expenses with respect to the payment of commissions on sales of Class C shares.
Financial intermediaries will become eligible for compensation under the Class C
Plan beginning in the 13th month following the purchase of Class C shares,
although Janus Distributors may, pursuant to a written agreement between Janus
Distributors and a particular financial intermediary, pay such financial
intermediary 12b-1 fees prior to the 13th month following the purchase of Class
C shares.
PRO FORMA FINANCIAL STATEMENTS
In connection with a proposed transaction whereby all of the assets and
liabilities of JAD Balanced Fund will be transferred to JIF Balanced Fund (each,
a "Fund" and collectively, the "Funds"), in exchange for shares of JIF Balanced
Fund, shown below are financial statements for each Fund and Pro Forma Financial
Statements for the combined Fund, assuming the Reorganization is consummated, as
of October 31, 2008. The first table presents Statements of Assets and
Liabilities for each Fund and estimated pro forma figures for the combined Fund.
The second table presents Statements of Operations for each Fund and estimated
pro forma figures for the combined Fund. The third table presents Schedule of
Investments for each Fund and estimated pro forma figures for the combined Fund.
The tables are followed by the Notes to the Pro Forma Financial Statements.
JANUS BALANCED FUND
PRO FORMA SCHEDULE OF INVESTMENTS (UNAUDITED)
<Table>
<Caption>
PRO FORMA PRO FORMA
JANUS JANUS ADVISER JANUS JANUS JANUS ADVISER JANUS
BALANCED BALANCED BALANCED BALANCED BALANCED BALANCED
FUND FUND FUND FUND FUND FUND
------------ ------------- ------------ -------------- ------------- --------------
SHARES OR SHARES OR SHARES OR
PRINCIPAL PRINCIPAL PRINCIPAL
AS OF OCTOBER 31, 2008 AMOUNT AMOUNT AMOUNT VALUE VALUE VALUE
---------------------- ------------ ------------- ------------ -------------- ------------- --------------
COMMON STOCK -- 41.7%
ADVERTISING SALES -- 0.1%
Lamar Advertising Co. -- Class A*... 220,935 56,760 277,695 $ 3,351,584 $ 861,049 $ 4,212,633
AEROSPACE AND DEFENSE -- 1.0%
BAE Systems PLC**................... 1,290,270 271,580 1,561,850 7,247,223 1,525,418 8,772,641
Boeing Co. ......................... 147,295 37,335 184,630 7,699,110 1,951,500 9,650,610
Embraer-Empresa Brasileira de
Aeronautica S.A. (ADR)........... 390,970 93,665 484,635 8,179,092 1,959,472 10,138,564
23,125,425 5,436,390 28,561,815
AGRICULTURAL CHEMICALS -- 1.7%
Monsanto Co. ....................... 77,775 19,315 97,090 6,920,420 1,718,649 8,639,069
Potash Corporation of Saskatchewan,
Inc. (U.S. Shares)............... 110,670 28,430 139,100 9,435,724 2,423,942 11,859,666
Syngenta A.G. (ADR)**............... 669,515 156,300 825,815 25,026,470 5,842,494 30,868,964
41,382,614 9,985,085 51,367,699
APPAREL MANUFACTURERS -- 0.5%
Esprit Holdings, Ltd. .............. 2,347,480 546,875 2,894,355 13,179,007 3,070,216 16,249,223
APPLICATIONS SOFTWARE -- 0.6%
Citrix Systems, Inc.*............... 129,635 33,145 162,780 3,340,694 854,147 4,194,841
Microsoft Corp. .................... 513,915 126,425 640,340 11,475,722 2,823,070 14,298,792
14,816,416 3,677,217 18,493,633
ATHLETIC FOOTWEAR -- 0.6%
NIKE, Inc. -- Class B............... 258,555 61,800 320,355 14,900,525 3,561,534 18,462,059
AUTOMOTIVE -- CARS AND LIGHT
TRUCKS -- 0.1%
BMW A.G.**.......................... 134,429 32,371 166,800 3,483,664 838,879 4,322,543
BEVERAGES -- NON-ALCOHOLIC -- 0.3%
Coca-Cola Co. ...................... 179,380 42,530 221,910 7,903,483 1,873,872 9,777,355
BREWERY -- 1.3%
InBev N.V.**........................ 788,090 196,091 984,181 31,770,504 7,905,074 39,675,578
BUILDING PRODUCTS -- AIR AND
HEATING -- 0.3%
Daikin Industries, Ltd.**........... 303,535 63,700 367,235 6,823,223 1,431,925 8,255,148
CABLE TELEVISION -- 0.1%
DIRECTV Group, Inc.*................ 81,879 21,035 102,914 1,792,331 460,456 2,252,787
CASINO HOTELS -- 0.8%
Crown, Ltd. ........................ 1,209,201 253,413 1,462,614 5,407,249 1,133,201 6,540,450
MGM Mirage*......................... 535,804 136,985 672,789 8,819,334 2,254,773 11,074,107
Wynn Resorts, Ltd.*................. 81,080 18,295 99,375 4,897,232 1,105,018 6,002,250
19,123,815 4,492,992 23,616,807
COMMERCIAL SERVICES -- FINANCE -- 0.5%
Visa, Inc. A-Shares................. 154,380 36,785 191,165 8,544,933 2,036,050 10,580,983
Western Union Co. .................. 249,370 64,385 313,755 3,805,386 982,515 4,787,901
12,350,319 3,018,565 15,368,884
</Table>
<Table>
<Caption>
PRO FORMA PRO FORMA
JANUS JANUS ADVISER JANUS JANUS JANUS ADVISER JANUS
BALANCED BALANCED BALANCED BALANCED BALANCED BALANCED
FUND FUND FUND FUND FUND FUND
------------ ------------- ------------ -------------- ------------- --------------
SHARES OR SHARES OR SHARES OR
PRINCIPAL PRINCIPAL PRINCIPAL
AS OF OCTOBER 31, 2008 AMOUNT AMOUNT AMOUNT VALUE VALUE VALUE
---------------------- ------------ ------------- ------------ -------------- ------------- --------------
COMPUTERS -- 1.3%
Apple, Inc.*........................ 207,455 49,880 257,335 22,320,084 5,366,589 27,686,673
Research In Motion, Ltd. (U.S.
Shares)*......................... 156,975 38,385 195,360 7,916,249 1,935,756 9,852,005
30,236,333 7,302,345 37,538,678
COMPUTERS -- MEMORY DEVICES -- 1.0%
EMC Corp.*.......................... 1,942,900 492,840 2,435,740 22,887,362 5,805,655 28,693,017
COSMETICS AND TOILETRIES -- 1.4%
Avon Products, Inc. ................ 715,780 172,880 888,660 17,772,818 4,292,610 22,065,428
Colgate-Palmolive Co. .............. 256,715 63,550 320,265 16,111,433 3,988,398 20,099,831
33,884,251 8,281,008 42,165,259
DIVERSIFIED OPERATIONS -- 1.6%
China Merchants Holdings
International Company, Ltd. ..... 2,141,580 443,565 2,585,145 5,064,023 1,048,863 6,112,886
Danaher Corp. ...................... 369,904 91,035 460,939 21,913,112 5,392,914 27,306,026
Melco International Development,
Ltd. ............................ 4,063,815 835,595 4,899,410 721,045 148,260 869,305
Siemens A.G.**...................... 157,745 36,790 194,535 9,639,804 2,248,238 11,888,042
37,337,984 8,838,275 46,176,259
E-COMMERCE/SERVICES -- 0.2%
eBay, Inc.*......................... 249,405 50,745 300,150 3,808,414 774,876 4,583,290
Liberty Media
Corp. -- Interactive -- Class
A*............................... 219,795 56,465 276,260 1,072,600 275,549 1,348,149
4,881,014 1,050,425 5,931,439
ELECTRIC
PRODUCTS -- MISCELLANEOUS -- 0.3%
Emerson Electric Co. ............... 233,315 55,715 289,030 7,636,400 1,823,552 9,459,952
ELECTRONIC CONNECTORS -- 0.2%
Amphenol Corp. -- Class A........... 129,635 33,145 162,780 3,714,043 949,604 4,663,647
ENTERPRISE SOFTWARE/SERVICES -- 1.6%
Oracle Corp.*....................... 2,025,720 498,050 2,523,770 37,050,419 9,109,335 46,159,754
FINANCE -- INVESTMENT
BANKERS/BROKERS -- 0.6%
Credit Suisse Group (ADR)**......... 64,870 16,655 81,525 2,426,138 622,897 3,049,035
Goldman Sachs Group, Inc. .......... 51,895 13,325 65,220 4,800,288 1,232,563 6,032,851
Morgan Stanley Co. ................. 354,045 90,765 444,810 6,185,166 1,585,664 7,770,830
13,411,592 3,441,124 16,852,716
FOOD -- MISCELLANEOUS/DIVERSI-
FIED -- 1.9%
Nestle S.A.**....................... 1,167,185 288,944 1,456,129 45,511,939 11,266,767 56,778,706
HOTELS AND MOTELS -- 0.5%
Starwood Hotels & Resorts Worldwide,
Inc. ............................ 555,225 131,195 686,420 12,514,772 2,957,135 15,471,907
INDUSTRIAL GASES -- 0.2%
Praxair, Inc. ...................... 90,735 22,535 113,270 5,911,385 1,468,155 7,379,540
MACHINERY -- GENERAL
INDUSTRIAL -- 0.2%
Shanghai Electric Group Company,
Ltd.*............................ 14,483,170 3,037,095 17,520,265 4,273,208 896,084 5,169,292
MEDICAL -- BIOMEDICAL AND
GENETIC -- 1.6%
Celgene Corp.*...................... 179,100 44,735 223,835 11,508,966 2,874,671 14,383,637
Gilead Sciences, Inc.*.............. 584,220 136,255 720,475 26,786,487 6,247,292 33,033,779
38,295,453 9,121,963 47,417,416
</Table>
<Table>
<Caption>
PRO FORMA PRO FORMA
JANUS JANUS ADVISER JANUS JANUS JANUS ADVISER JANUS
BALANCED BALANCED BALANCED BALANCED BALANCED BALANCED
FUND FUND FUND FUND FUND FUND
------------ ------------- ------------ -------------- ------------- --------------
SHARES OR SHARES OR SHARES OR
PRINCIPAL PRINCIPAL PRINCIPAL
AS OF OCTOBER 31, 2008 AMOUNT AMOUNT AMOUNT VALUE VALUE VALUE
---------------------- ------------ ------------- ------------ -------------- ------------- --------------
MEDICAL -- DRUGS -- 4.6%
Allergan, Inc. ..................... 287,155 67,140 354,295 11,391,439 2,663,444 14,054,883
Bristol-Myers Squibb Co. ........... 652,640 153,475 806,115 13,411,752 3,153,911 16,565,663
Merck & Company, Inc. .............. 512,225 129,935 642,160 15,853,364 4,021,488 19,874,852
Roche Holding A.G.**................ 404,643 94,962 499,605 61,958,365 14,540,447 76,498,812
Roche Holdings, Ltd. (ADR)**........ 24,710 -- 24,710 1,873,018 -- 1,873,018
Wyeth............................... 173,845 44,435 218,280 5,594,332 1,429,918 7,024,250
110,082,270 25,809,208 135,891,478
MEDICAL -- HMO -- 1.0%
Coventry Health Care, Inc.*......... 124,685 25,410 150,095 1,644,595 335,158 1,979,753
UnitedHealth Group, Inc. ........... 885,255 222,905 1,108,160 21,007,101 5,289,536 26,296,637
22,651,696 5,624,694 28,276,390
MEDICAL INSTRUMENTS -- 0.2%
Medtronic, Inc. .................... 105,250 26,700 131,950 4,244,733 1,076,811 5,321,544
MEDICAL PRODUCTS -- 0.2%
Covidien, Ltd.**.................... 129,735 33,310 163,045 5,745,963 1,475,300 7,221,263
NETWORKING PRODUCTS -- 0.4%
Cisco Systems, Inc.*................ 503,560 117,440 621,000 8,948,261 2,086,909 11,035,170
OIL COMPANIES -- EXPLORATION AND
PRODUCTION -- 1.2%
EnCana Corp. (U.S. Shares).......... 582,025 135,955 717,980 29,630,893 6,921,469 36,552,362
OIL COMPANIES -- INTEGRATED -- 3.0%
ConocoPhillips...................... 833,215 202,085 1,035,300 43,343,843 10,512,461 53,856,304
Hess Corp. ......................... 479,875 121,495 601,370 28,893,274 7,315,214 36,208,488
72,237,117 17,827,675 90,064,792
OPTICAL SUPPLIES -- 0.2%
Alcon, Inc. (U.S. Shares)**......... 44,800 11,365 56,165 3,947,776 1,001,484 4,949,260
POWER CONVERTERS AND POWER SUPPLY
EQUIPMENT -- 0.2%
Suntech Power Holdings Company, Ltd.
(ADR)*........................... 310,003 72,185 382,188 5,425,053 1,263,238 6,688,291
RETAIL -- APPAREL AND SHOE -- 0.2%
Nordstrom, Inc. .................... 249,370 50,825 300,195 4,511,103 919,424 5,430,527
RETAIL -- CONSUMER ELECTRONICS -- 0.4%
Yamada Denki Company, Ltd.**........ 167,395 39,405 206,800 9,072,925 2,135,778 11,208,703
RETAIL -- DRUG STORE -- 1.6%
CVS/Caremark Corp. ................. 1,217,832 293,675 1,511,507 37,326,551 9,001,139 46,327,690
RETAIL -- JEWELRY -- 0.1%
Tiffany & Co. ...................... 96,135 23,020 119,155 2,638,906 631,899 3,270,805
RETAIL -- RESTAURANTS -- 0.4%
McDonald's Corp. ................... 151,990 36,905 188,895 8,804,781 2,137,907 10,942,688
SOAP AND CLEANING PREPARATIONS -- 1.7%
Reckitt Benckiser PLC**............. 994,295 237,368 1,231,663 41,782,690 9,974,780 51,757,470
TELECOMMUNICATION EQUIPMENT -- 0%
Nortel Networks Corp. (U.S.
Shares)*......................... 1,038 -- 1,038 1,298 -- 1,298
</Table>
<Table>
<Caption>
PRO FORMA PRO FORMA
JANUS JANUS ADVISER JANUS JANUS JANUS ADVISER JANUS
BALANCED BALANCED BALANCED BALANCED BALANCED BALANCED
FUND FUND FUND FUND FUND FUND
------------ ------------- ------------ -------------- ------------- --------------
SHARES OR SHARES OR SHARES OR
PRINCIPAL PRINCIPAL PRINCIPAL
AS OF OCTOBER 31, 2008 AMOUNT AMOUNT AMOUNT VALUE VALUE VALUE
---------------------- ------------ ------------- ------------ -------------- ------------- --------------
TELECOMMUNICATION EQUIPMENT -- FIBER
OPTICS -- 0.6%
Corning, Inc. ...................... 1,433,190 334,250 1,767,440 15,521,448 3,619,928 19,141,376
TOBACCO -- 3.0%
Altria Group, Inc. ................. 1,798,295 423,135 2,221,430 34,509,281 8,119,960 42,629,241
Philip Morris International, Inc. .. 841,930 199,640 1,041,570 36,598,696 8,678,350 45,277,046
71,107,977 16,798,310 87,906,287
TRANSPORTATION -- RAILROAD -- 1.5%
Canadian National Railway Co. (U.S.
Shares).......................... 501,394 132,249 633,643 21,690,304 5,721,092 27,411,396
Union Pacific Corp. ................ 188,480 49,970 238,450 12,584,810 3,336,497 15,921,307
34,275,114 9,057,589 43,332,703
WEB PORTALS/INTERNET SERVICE
PROVIDERS -- 0.2%
Google, Inc. -- Class A*............ 12,980 3,190 16,170 4,664,493 1,146,358 5,810,851
WIRELESS EQUIPMENT -- 0.5%
QUALCOMM, Inc. ..................... 336,405 81,780 418,185 12,870,855 3,128,903 15,999,758
TOTAL COMMON STOCK (COST
$1,148,532,688, COST $279,592,923,
COMBINED COST $1,428,125,611)....... 997,040,968 240,563,484 1,237,604,452
PREFERRED STOCK -- 0.2%
FOOD -- MISCELLANEOUS/DIVERSI-
FIED -- 0.1%
Heinz (H.J.) Finance Co.,
8.0000% (144A)................... 16 3 19 1,581,000 296,438 1,877,438
METAL -- DIVERSIFIED -- 0.1%
Freeport-McMoRan Copper & Gold,
Inc., convertible, 6.7500%....... 50,375 12,940 63,315 2,457,293 631,213 3,088,506
TOTAL PREFERRED STOCK (COST
$3,986,768, COST $913,097, COMBINED
COST $4,899,865) ................... 4,038,293 927,651 4,965,944
CORPORATE BONDS -- 13.1%
AGRICULTURAL CHEMICALS -- 0%
Mosaic Co.,
7.6250%, due 12/1/16 (144A)...... $ 990,000 $ 205,000 $ 1,195,000 864,538 179,021 1,043,559
BEVERAGES -- NON-ALCOHOLIC -- 0.5%
Dr. Pepper Snapple Group,
6.1200%, due 5/1/13 (144A)....... 2,592,000 1,320,000 3,912,000 2,734,591 1,238,756 3,973,347
Dr. Pepper Snapple Group,
6.8200%, due 5/1/18 (144A)....... 6,441,000 480,000 6,921,000 6,044,563 420,253 6,464,816
Dr. Pepper Snapple Group,
7.4500%, due 5/1/38 (144A)....... 2,359,000 590,000 2,949,000 2,065,368 477,705 2,543,073
PepsiCo, Inc.,
7.9000%, 11/1/18................. 2,872,000 660,000 3,532,000 2,325,372 696,308 3,021,680
13,169,894 2,833,022 16,002,916
CABLE TELEVISION -- 0.8%
Comcast Corp.,
6.3000%, due 11/15/17............ 2,684,000 540,000 3,224,000 2,319,464 466,658 2,786,122
Comcast Corp.,
5.7000%, due 5/15/18............. 2,332,000 600,000 2,932,000 1,926,873 495,765 2,422,638
Comcast Corp.,
6.4000%, due 5/15/38............. 2,332,000 600,000 2,932,000 1,783,609 458,905 2,242,514
</Table>
<Table>
<Caption>
PRO FORMA PRO FORMA
JANUS JANUS ADVISER JANUS JANUS JANUS ADVISER JANUS
BALANCED BALANCED BALANCED BALANCED BALANCED BALANCED
FUND FUND FUND FUND FUND FUND
------------ ------------- ------------ -------------- ------------- --------------
SHARES OR SHARES OR SHARES OR
PRINCIPAL PRINCIPAL PRINCIPAL
AS OF OCTOBER 31, 2008 AMOUNT AMOUNT AMOUNT VALUE VALUE VALUE
---------------------- ------------ ------------- ------------ -------------- ------------- --------------
Cox Communications, Inc.,
6.9500%, due 6/1/38 (144A)....... 1,161,000 235,000 1,396,000 872,868 176,679 1,049,547
Time Warner Cable, Inc.,
6.7500%, due 7/1/18.............. 5,190,000 1,330,000 6,520,000 4,451,318 1,140,704 5,592,022
Time Warner Cable, Inc.,
7.3000%, due 7/1/38.............. 8,048,000 2,060,000 10,108,000 6,733,625 1,723,566 8,457,191
18,087,757 4,462,277 22,550,034
CELLULAR TELECOMMUNICATIONS -- 0.2%
Rogers Communications,
6.3750%, due 3/1/14.............. 5,670,000 1,181,000 6,851,000 5,062,998 1,054,568 6,117,566
CHEMICALS -- DIVERSIFIED -- 0.1%
E.I. DU Pont De Nemours,
5.0000%, due 7/15/13............. 2,795,000 600,000 3,395,000 2,668,736 572,895 3,241,631
COAL -- 0.1%
Arch Western Finance,
6.7500%, due 7/1/13.............. 2,857,000 595,000 3,452,000 2,399,880 499,800 2,899,680
COMMERCIAL BANKS -- 0.7%
Credit Suisse New York,
5.0000%, due 5/15/13**........... 11,434,000 2,470,000 13,904,000 10,311,764 2,227,572 12,539,336
U.S. Bank,
5.7000%, due 12/15/08............ 6,090,000 1,195,000 7,285,000 6,107,856 1,198,504 7,306,360
16,419,620 3,426,076 19,845,696
COMPUTER SERVICES -- 0.1%
SunGard Data Systems, Inc.,
9.1250%, due 8/15/13............. 1,158,000 256,000 1,414,000 961,140 212,480 1,173,620
SunGard Data Systems, Inc.,
10.2500%, due 8/15/15............ 1,158,000 256,000 1,414,000 810,600 179,200 989,800
1,771,740 391,680 2,163,420
CONSUMER
PRODUCTS -- MISCELLANEOUS -- 0.2%
Kimberly-Clark Corp.,
7.5000%, due 11/1/18............. 777,000 200,000 977,000 788,991 203,087 992,078
Clorox Co.,
5.0000%, due 3/1/13.............. 1,391,000 280,000 1,671,000 1,275,516 256,754 1,532,270
Clorox Co.,
5.9500%, due 10/15/17............ 2,988,000 610,000 3,598,000 2,661,329 543,309 3,204,638
4,725,836 1,003,150 5,728,986
COSMETICS AND TOILETRIES -- 0.1%
Estee Lauder Companies, Inc.,
7.7500%, due 11/1/13............. 1,816,000 465,000 2,281,000 1,844,379 472,267 2,316,646
DATA PROCESSING AND MANAGEMENT -- 0.2%
Fiserv, Inc.,
6.1250%, due 11/20/12............ 2,517,000 495,000 3,012,000 2,216,450 435,893 2,652,343
Fiserv, Inc.,
6.8000%, due 11/20/17............ 2,517,000 495,000 3,012,000 1,923,142 378,210 2,301,352
4,139,592 814,103 4,953,695
DIVERSIFIED OPERATIONS -- 0.8%
Morgan Stanley,
6.7500%, due 4/15/11............. 2,333,000 600,000 2,933,000 2,176,971 559,873 2,736,844
3M Company,
4.3750%, due 8/15/13............. 10,798,000 2,454,000 13,252,000 10,640,425 2,418,189 13,058,614
</Table>
<Table>
<Caption>
PRO FORMA PRO FORMA
JANUS JANUS ADVISER JANUS JANUS JANUS ADVISER JANUS
BALANCED BALANCED BALANCED BALANCED BALANCED BALANCED
FUND FUND FUND FUND FUND FUND
------------ ------------- ------------ -------------- ------------- --------------
SHARES OR SHARES OR SHARES OR
PRINCIPAL PRINCIPAL PRINCIPAL
AS OF OCTOBER 31, 2008 AMOUNT AMOUNT AMOUNT VALUE VALUE VALUE
---------------------- ------------ ------------- ------------ -------------- ------------- --------------
Dover Corp.,
5.4500%, due 3/15/18............. 3,383,000 670,000 4,053,000 3,074,579 608,917 3,683,496
Dover Corp.,
6.6000%, due 3/15/38............. 1,691,000 335,000 2,026,000 1,537,099 304,511 1,841,610
Eaton Corp.,
4.9000%, due 5/15/13............. 2,453,000 510,000 2,963,000 2,276,607 473,326 2,749,933
19,705,681 4,364,816 24,070,497
ELECTRIC -- DISTRIBUTION -- 0.1%
Midamerican Energy Holdings,
5.9500%, due 5/15/37............. 2,597,000 665,000 3,262,000 1,857,221 475,569 2,332,790
ELECTRIC -- GENERATION -- 0.1%
Allegheny Energy Supply,
8.2500%, due 4/15/12 (144A)...... 2,845,000 570,000 3,415,000 2,603,175 521,550 3,124,725
Edison Mission Energy,
7.0000%, due 5/15/17............. 1,232,000 255,000 1,487,000 974,820 201,769 1,176,589
3,577,995 723,319 4,301,314
ELECTRIC -- INTEGRATED -- 2.0%
Centerpoint Energy, Inc.,
6.5000%, due 5/1/18.............. 2,596,000 285,000 2,881,000 2,004,860 215,666 2,220,526
CMS Energy Corp.,
6.3000%, due 2/1/12.............. 5,183,000 1,140,000 6,323,000 5,276,350 1,017,756 6,294,106
Consumers Energy Co.,
5.6500%, due 9/15/18............. 1,376,000 335,000 1,711,000 1,041,252 264,781 1,306,033
Duke Energy Carolinas,
5.1000%, due 4/15/18............. 5,689,000 270,000 5,959,000 5,078,957 235,256 5,314,213
Duke Energy Carolinas,
6.0500%, due 4/15/38............. 1,688,000 375,000 2,063,000 1,334,178 316,298 1,650,476
Midamerican Energy Holdings,
6.5000%, due 9/15/37............. 1,337,000 670,000 2,007,000 1,164,955 517,433 1,682,388
Oncor Electric Delivery,
5.9500%, due 9/1/13 (144A)....... 1,874,000 1,010,000 2,884,000 1,580,646 925,785 2,506,431
Oncor Electric Delivery,
6.8000%, due 9/1/18 (144A)....... 4,280,000 1,055,000 5,335,000 3,923,129 891,366 4,814,495
Oncor Electric Delivery,
7.5000%, due 9/1/38 (144A)....... 4,512,000 420,000 4,932,000 3,812,175 328,430 4,140,605
Pacific Gas and Electric Co.,
3.6000%, due 3/1/09.............. 1,807,000 215,000 2,022,000 1,413,031 213,103 1,626,134
Pacific Gas and Electric Co.,
4.2000%, due 3/1/11.............. 770,000 745,000 1,515,000 763,208 709,814 1,473,022
Pacific Gas and Electric Co.,
8.2500%, due 10/15/18............ 2,767,000 1,315,000 4,082,000 2,636,315 1,338,683 3,974,998
Pacificorp,
6.2500%, due 10/15/37............ 941,000 195,000 1,136,000 766,446 158,828 925,274
Public Service Colorado,
5.8000%, due 8/1/18.............. 855,000 190,000 1,045,000 778,649 173,033 951,682
Tampa Electric,
6.1000%, due 5/15/18............. 5,644,000 1,170,000 6,814,000 4,539,063 940,947 5,480,010
TXU Energy Co. LLC,
10.2500%, due 11/1/15 (144A)..... 3,155,000 810,000 3,965,000 2,405,688 617,625 3,023,313
Virginia Electric & Power Co.,
5.1000%, due 11/30/12............ 5,772,000 1,165,000 6,937,000 5,261,795 1,062,022 6,323,817
</Table>
<Table>
<Caption>
PRO FORMA PRO FORMA
JANUS JANUS ADVISER JANUS JANUS JANUS ADVISER JANUS
BALANCED BALANCED BALANCED BALANCED BALANCED BALANCED
FUND FUND FUND FUND FUND FUND
------------ ------------- ------------ -------------- ------------- --------------
SHARES OR SHARES OR SHARES OR
PRINCIPAL PRINCIPAL PRINCIPAL
AS OF OCTOBER 31, 2008 AMOUNT AMOUNT AMOUNT VALUE VALUE VALUE
---------------------- ------------ ------------- ------------ -------------- ------------- --------------
West Penn Power Co.,
5.9500%, due 12/15/17 (144A)..... 6,003,000 1,190,000 7,193,000 4,853,450 962,120 5,815,570
48,634,147 10,888,946 59,523,093
ENTERPRISE SOFTWARE/SERVICES -- 0.2%
BMC Software, Inc.,
7.2500%, due 6/1/18.............. 5,917,000 1,230,000 7,147,000 5,098,064 1,059,763 6,157,827
FIDUCIARY BANKS -- 0.1%
Bank of America Corp.,
4.5000%, due 4/1/13.............. 2,615,000 525,000 3,140,000 2,453,500 492,577 2,946,077
FINANCE -- INVESTMENT
BANKERS/BROKERS -- 0.6%
Citigroup, Inc.,
6.1250%, due 11/21/17............ 5,979,000 1,290,000 7,269,000 5,140,391 1,109,066 6,249,457
JP Morgan Chase & Co,
6.0000%, due 1/15/18............. 11,354,000 2,455,000 13,809,000 10,185,469 2,202,336 12,387,805
15,325,860 3,311,402 18,637,262
FOOD -- MISCELLANEOUS/DIVERSI-
FIED -- 0.3%
General Mills, Inc.,
5.2500%, due 8/15/13............. 3,173,000 691,000 3,864,000 3,003,195 654,021 3,657,216
General Mills, Inc.,
5.2000%, due 3/17/15............. 1,774,000 355,000 2,129,000 1,535,911 307,355 1,843,266
Kellogg Company,
4.2500%, due 3/6/13.............. 2,599,000 255,000 2,854,000 2,226,805 235,687 2,462,492
Kraft Foods, Inc.,
6.1250%, due 2/1/18.............. 1,288,000 665,000 1,953,000 1,190,449 569,767 1,760,216
7,956,360 1,766,830 9,723,190
FOOD -- RETAIL -- 0.5%
Kroger Co.,
6.4000%, due 8/15/17............. 3,481,000 705,000 4,186,000 3,028,742 613,405 3,642,147
Kroger Co.,
6.1500%, due 1/15/20............. 1,406,000 280,000 1,686,000 1,154,273 229,869 1,384,142
Stater Brothers Holdings, Inc.,
7.7500%, due 4/15/15............. 1,054,000 220,000 1,274,000 864,280 180,400 1,044,680
Supervalu, Inc.,
7.5000%, due 11/15/14............ 8,255,000 1,709,000 9,964,000 6,769,099 1,401,380 8,170,479
11,816,394 2,425,054 14,241,448
INDEPENDENT POWER PRODUCER -- 0.3%
NRG Energy, Inc.,
7.3750%, due 2/1/16.............. 2,860,000 595,000 3,455,000 2,466,750 513,188 2,979,938
Reliant Energy, Inc.,
7.6250%, due 6/15/14............. 5,783,000 1,185,000 6,968,000 4,452,910 912,450 5,365,360
Reliant Energy, Inc.,
7.8750%, due 6/15/17............. 850,000 170,000 1,020,000 650,250 130,050 780,300
7,569,910 1,555,688 9,125,598
MACHINERY -- CONSTRUCTION AND
MINING -- 0.1%
Atlas Copco A.B., 5.6000%, due
5/22/17sec....................... 1,455,000 310,000 1,765,000 1,305,411 278,129 1,583,540
</Table>
<Table>
<Caption>
PRO FORMA PRO FORMA
JANUS JANUS ADVISER JANUS JANUS JANUS ADVISER JANUS
BALANCED BALANCED BALANCED BALANCED BALANCED BALANCED
FUND FUND FUND FUND FUND FUND
------------ ------------- ------------ -------------- ------------- --------------
SHARES OR SHARES OR SHARES OR
PRINCIPAL PRINCIPAL PRINCIPAL
AS OF OCTOBER 31, 2008 AMOUNT AMOUNT AMOUNT VALUE VALUE VALUE
---------------------- ------------ ------------- ------------ -------------- ------------- --------------
MEDICAL -- HOSPITALS -- 0.2%
HCA, Inc.,
6.5000%, due 2/15/16............. 2,847,000 570,000 3,417,000 1,672,613 334,875 2,007,488
HCA, Inc.,
9.2500%, due 11/15/16............ 4,475,000 880,000 5,355,000 3,803,750 748,000 4,551,750
5,476,363 1,082,875 6,559,238
MEDICAL PRODUCTS -- 0.6%
Covidien, Ltd.,
6.5500%, due 10/15/37**.......... 1,817,000 465,000 2,282,000 1,436,375 367,592 1,803,967
Covidien International,
5.4500%, due 10/15/12**.......... 7,697,000 1,815,000 9,512,000 7,427,674 1,751,491 9,179,165
Covidien International,
6.0000%, due 10/15/17**.......... 5,713,000 1,380,000 7,093,000 4,981,616 1,203,331 6,184,947
13,845,665 3,322,414 17,168,079
MULTIMEDIA -- 0%
Viacom, Inc.,
6.1250%, due 10/5/17............. 1,488,000 305,000 1,793,000 1,154,042 236,548 1,390,590
OFFICE AUTOMATION AND
EQUIPMENT -- 0.2%
Xerox Corp.,
3.6263%, due 12/18/09............ 908,000 235,000 1,143,000 828,343 214,384 1,042,727
Xerox Corp,
5.6500%, due 5/15/13............. 1,877,000 385,000 2,262,000 1,481,439 303,865 1,785,304
Xerox Corp,
6.3500%, due 5/15/18............. 4,118,000 1,055,000 5,173,000 3,017,671 773,104 3,790,775
5,327,453 1,291,353 6,618,806
OIL COMPANIES -- EXPLORATION AND
PRODUCTION -- 0.0%
Forest Oil Corp.,
8.0000%, due 12/15/11 (144A)..... 463,000 95,000 558,000 412,070 84,550 496,620
PIPELINES -- 0.7%
El Paso Corporation,
7.0000%, due 6/15/17............. 4,392,000 885,000 5,277,000 3,351,992 675,436 4,027,428
Kinder Morgan Energy Partners L.P.,
6.0000%, due 2/1/17.............. 1,208,000 255,000 1,463,000 965,179 203,742 1,168,921
Kinder Morgan Energy Partners L.P.,
6.5000%, due 2/1/37.............. 732,000 155,000 887,000 508,051 107,579 615,630
Kinder Morgan Energy Partners N.T.,
5.9500%, due 2/15/18............. 935,000 185,000 1,120,000 731,676 144,770 876,446
Kinder Morgan Energy Partners N.T.,
6.9500%, due 1/15/38............. 2,756,000 660,000 3,416,000 2,021,267 484,048 2,505,315
Kinder Morgan Finance Co.,
5.7000%, due 1/5/16.............. 8,746,000 1,740,000 10,486,000 6,778,150 1,348,500 8,126,650
Plains All American Pipeline,
6.5000%, due 5/1/18 (144A)....... 1,320,000 265,000 1,585,000 976,718 196,084 1,172,802
Southern Natural Gas Co.,
5.9000%, due 4/1/17 (144A)....... 984,000 205,000 1,189,000 758,896 158,103 916,999
16,091,929 3,318,262 19,410,191
REINSURANCE -- 0.2%
Berkshire Hathaway, Inc.,
5.0000%, due 8/15/13 (144A)...... 5,709,000 1,245,000 6,954,000 5,436,418 1,185,556 6,621,974
</Table>
<Table>
<Caption>
PRO FORMA PRO FORMA
JANUS JANUS ADVISER JANUS JANUS JANUS ADVISER JANUS
BALANCED BALANCED BALANCED BALANCED BALANCED BALANCED
FUND FUND FUND FUND FUND FUND
------------ ------------- ------------ -------------- ------------- --------------
SHARES OR SHARES OR SHARES OR
PRINCIPAL PRINCIPAL PRINCIPAL
AS OF OCTOBER 31, 2008 AMOUNT AMOUNT AMOUNT VALUE VALUE VALUE
---------------------- ------------ ------------- ------------ -------------- ------------- --------------
RETAIL -- DISCOUNT -- 0.1%
Wal-Mart Stores, Inc.,
4.2500%, due 4/15/13............. 1,873,000 375,000 2,248,000 1,820,225 364,433 2,184,658
Wal-Mart Stores, Inc.,
6.2000%, due 4/15/38............. 1,873,000 375,000 2,248,000 1,616,826 323,711 1,940,537
3,437,051 688,144 4,125,195
RETAIL -- REGIONAL DEPARTMENT
STORES -- 0.2%
May Department Stores Co.,
4.8000%, due 7/15/09............. 4,950,000 1,030,000 5,980,000 4,683,220 974,488 5,657,708
SPECIAL PURPOSE ENTITY -- 0.1%
Petroplus Finance, Ltd.,
6.7500%, due 5/1/14 (144A)....... 2,180,000 450,000 2,630,000 1,460,600 301,500 1,762,100
Petroplus Finance, Ltd.,
7.0000%, due 5/1/17 (144A)....... 562,000 112,000 674,000 368,110 73,360 441,470
1,828,710 374,860 2,203,570
STEEL -- PRODUCERS -- 0.1%
Steel Dynamics, Inc.,
7.7500%, due 4/15/16 (144A)...... 5,648,000 1,152,000 6,800,000 3,741,800 763,200 4,505,000
SUPER-REGIONAL BANKS -- 0.9%
Bank of America,
8.0000%, due 1/30/18............. 5,740,000 1,560,000 7,300,000 5,309,529 1,167,988 6,477,517
Bank of America Corp.,
4.9000%, due 5/1/13.............. 6,069,000 1,240,000 7,309,000 4,543,921 1,147,006 5,690,927
Wells Fargo Capital,
9.7500%, due 9/26/13............. 6,833,000 1,155,000 7,988,000 6,028,011 1,120,350 7,148,361
Wells Fargo Co.,
5.6250%, due 12/11/17............ 4,878,000 1,730,000 6,608,000 4,731,660 1,526,190 6,257,850
20,613,121 4,961,534 25,574,655
TELEPHONE -- INTEGRATED -- 0.9%
AT&T, Inc.,
4.9500%, due 1/15/13............. 7,697,000 1,595,000 9,292,000 7,126,414 1,476,760 8,603,174
AT&T, Inc.,
5.5000%, due 2/1/18.............. 1,763,000 350,000 2,113,000 1,497,933 297,378 1,795,311
AT&T, Inc.,
5.6000%, due 5/15/18............. 5,313,000 1,355,000 6,668,000 4,533,014 1,156,077 5,689,091
AT&T, Inc.,
6.4000%, due 5/15/38............. 3,112,000 795,000 3,907,000 2,490,437 636,214 3,126,651
Verizon Communications, Inc.,
8.7500%, due 11/1/18............. 3,891,000 1,000,000 4,891,000 3,973,100 1,021,100 4,994,200
Verizon Communications, Inc.,
8.9500%, due 3/1/39.............. 2,076,000 530,000 2,606,000 2,101,701 536,561 2,638,262
21,722,599 5,124,090 26,846,689
TRANSPORTATION -- RAILROAD -- 0.5%
CSX Corp.,
8.3750%, due 10/15/14............ 2,328,000 595,000 2,923,000 2,336,730 597,231 2,933,961
Burlington North Santa Fe,
5.7500%, due 3/15/18............. 3,047,000 605,000 3,652,000 2,668,365 529,820 3,198,185
Canadian National Railways,
4.2500%, due 8/1/09.............. 1,910,000 515,000 2,425,000 1,895,753 511,159 2,406,912
</Table>
<Table>
<Caption>
PRO FORMA PRO FORMA
JANUS JANUS ADVISER JANUS JANUS JANUS ADVISER JANUS
BALANCED BALANCED BALANCED BALANCED BALANCED BALANCED
FUND FUND FUND FUND FUND FUND
------------ ------------- ------------ -------------- ------------- --------------
SHARES OR SHARES OR SHARES OR
PRINCIPAL PRINCIPAL PRINCIPAL
AS OF OCTOBER 31, 2008 AMOUNT AMOUNT AMOUNT VALUE VALUE VALUE
---------------------- ------------ ------------- ------------ -------------- ------------- --------------
Union Pacific Corp.,
5.7000%, due 8/15/18............. 5,573,000 1,115,000 6,688,000 4,687,316 937,799 5,625,115
11,588,164 2,576,009 14,164,173
WIRELESS EQUIPMENT -- 0.3%
Rogers Communications, Inc.,
6.8000%, due 8/15/18............. 5,719,000 1,245,000 6,964,000 5,004,314 1,089,416 6,093,730
Rogers Communications, Inc.,
7.5000%, due 8/15/38............. 1,430,000 315,000 1,745,000 1,201,457 264,657 1,466,114
6,205,771 1,354,073 7,559,844
TOTAL CORPORATE BONDS (COST
$358,012,712, COST $78,658,108,
COMBINED COST $436,670,820)......... 318,019,889 70,388,908 388,408,797
MORTGAGE BACKED SECURITIES -- 18.4%
FANNIE MAE:
5.5000%, 11/13/08C.................. 4,670,000 6,200,000 10,870,000 4,562,006 6,196,125 10,758,131
6.0000%, 11/13/08 C................. 4,670,000 6,200,000 10,870,000 4,667,081 6,056,625 10,723,706
4.5000%, 11/18/08 C................. 9,585,000 2,435,000 12,020,000 9,120,722 2,317,053 11,437,775
5.0000%, 11/18/08C.................. -- 5,000,000 5,000,000 -- 4,735,940 4,735,940
5.0000%, 2/1/23..................... 13,062,000 3,135,001 16,197,001 12,777,114 3,066,625 15,843,739
5.5000%, 3/1/23..................... 32,604,928 6,944,200 39,549,128 32,534,405 6,929,180 39,463,585
4.5000%, 6/1/23..................... 6,726,816 1,374,902 8,101,718 6,405,625 1,309,253 7,714,878
5.5000%, 8/1/23..................... 13,915,899 2,998,253 16,914,152 13,884,408 2,991,468 16,875,876
5.0000%, 9/1/23..................... 10,817,165 2,493,441 13,310,606 10,581,239 2,439,059 13,020,298
6.0000%, 11/1/23.................... 6,529,000 1,570,000 8,099,000 6,581,028 1,582,511 8,163,539
6.0000%, 4/1/37..................... 11,249,628 2,385,687 13,635,315 11,250,167 2,385,801 13,635,968
5.5000%, 6/1/37..................... 5,415,298 1,083,253 6,498,551 5,293,714 1,058,932 6,352,646
6.5000%, 10/1/37.................... 15,890,209 3,408,793 19,299,002 16,117,141 3,457,475 19,574,616
5.0000%, 3/1/38..................... 18,109,194 7,014,608 25,123,802 17,161,102 6,647,364 23,808,466
6.0000%, 3/1/38..................... 5,432,971 1,110,938 6,543,909 5,433,232 1,110,991 6,544,223
5.5000%, 4/1/38..................... 25,297,510 5,844,009 31,141,519 24,726,998 5,712,215 30,439,213
5.0000%, 5/1/38..................... 5,523,297 6,069,094 11,592,391 5,234,129 5,751,352 10,985,481
5.0000%, 5/1/38..................... 27,935,539 1,129,408 29,064,947 26,472,998 1,070,279 27,543,277
5.5000%, 5/1/38..................... 11,116,023 2,270,994 13,387,017 10,865,333 2,219,778 13,085,111
5.5000%, 6/1/38..................... 5,574,697 1,142,843 6,717,540 5,448,976 1,117,069 6,566,045
5.5000%, 6/1/38..................... 27,975,064 6,078,678 34,053,742 27,344,169 5,941,591 33,285,760
5.5000%, 6/1/38..................... 5,562,890 1,152,165 6,715,055 5,437,435 1,126,181 6,563,616
6.0000%, 6/1/38..................... 21,800,792 4,697,094 26,497,886 21,799,657 4,696,850 26,496,507
5.5000%, 7/1/38..................... 5,577,195 481,635 6,058,830 5,451,417 470,773 5,922,190
5.5000%, 7/1/38..................... 2,267,157 1,156,151 3,423,308 2,216,028 1,130,078 3,346,106
6.0000%, 7/1/38..................... 11,333,177 2,549,568 13,882,745 11,332,586 2,549,435 13,882,021
302,698,710 84,070,003 386,768,713
FREDDIE MAC:
4.5000%, 4/1/23..................... 5,431,173 1,109,585 6,540,758 5,159,966 1,054,178 6,214,144
6.0000%, 8/1/23..................... 5,402,000 1,316,000 6,718,000 5,438,516 1,324,896 6,763,412
5.5000%, 2/1/38..................... 2,580,475 520,488 3,100,963 2,517,952 507,877 3,025,829
6.0000%, 2/1/38..................... 15,754,000 3,840,000 19,594,000 15,735,291 3,835,440 19,570,731
4.5000%, 5/1/38..................... 5,082,271 881,247 5,963,518 4,811,429 799,658 5,611,087
</Table>
<Table>
<Caption>
PRO FORMA PRO FORMA
JANUS JANUS ADVISER JANUS JANUS JANUS ADVISER JANUS
BALANCED BALANCED BALANCED BALANCED BALANCED BALANCED
FUND FUND FUND FUND FUND FUND
------------ ------------- ------------ -------------- ------------- --------------
SHARES OR SHARES OR SHARES OR
PRINCIPAL PRINCIPAL PRINCIPAL
AS OF OCTOBER 31, 2008 AMOUNT AMOUNT AMOUNT VALUE VALUE VALUE
---------------------- ------------ ------------- ------------ -------------- ------------- --------------
5.5000%, 5/1/38..................... 4,309,679 2,350,000 6,659,679 3,910,674 2,293,062 6,203,736
5.0000%, 4/1/38..................... 1,276,305 1,045,184 2,321,489 1,158,141 989,485 2,147,626
4.5000%, 5/1/38..................... 5,563,186 260,980 5,824,166 5,266,715 236,817 5,503,532
5.0000%, 5/1/38..................... 9,795,001 1,135,546 10,930,547 9,557,676 1,075,030 10,632,706
5.5000%, 6/1/38..................... 16,891,246 5,277,515 22,168,761 16,481,984 5,149,646 21,631,630
6.0000%, 6/1/38..................... 8,243,613 1,903,826 10,147,439 8,233,824 1,901,565 10,135,389
5.0000%, 8/1/38..................... 16,324,001 3,920,000 20,244,001 15,454,068 3,711,097 19,165,165
6.0000%, 8/1/38..................... 11,401,277 2,564,888 13,966,165 11,387,738 2,561,842 13,949,580
5.5000%, 9/1/38..................... 3,304,651 763,303 4,067,954 3,224,582 744,808 3,969,390
6.5000%, 9/1/38..................... 6,524,002 680,000 7,204,002 6,616,154 689,605 7,305,759
6.5000%, 9/1/38..................... 2,702,000 1,570,002 4,272,002 2,740,166 1,592,178 4,332,344
6.5000%, 9/1/38..................... 8,802,490 3,421,081 12,223,571 8,926,826 3,469,404 12,396,230
126,621,702 31,936,588 158,558,290
TOTAL MORTGAGE BACKED SECURITIES (COST
$434,757,147, COST $117,686,742,
COMBINED COST $552,443,889)......... 429,320,412 116,006,591 545,327,003
U.S. GOVERNMENT AGENCY NOTES -- 4.3%
FANNIE MAE:
5.2500%, 1/15/09.................... 4,310,000 1,000,000 5,310,000 4,332,459 1,005,211 5,337,670
6.3750%, 6/15/09.................... 880,000 465,000 1,345,000 899,716 475,418 1,375,134
2.8750%, 10/12/10................... 13,182,000 7,740,000 20,922,000 13,135,519 7,712,708 20,848,227
3.6250%, 8/15/11.................... 10,109,000 2,500,000 12,609,000 10,210,181 2,525,023 12,735,204
3.8750%, 7/12/13.................... 11,154,000 2,365,000 13,519,000 11,021,290 2,336,861 13,358,151
5.3750%, 6/12/17.................... 5,589,000 1,185,000 6,774,000 5,649,624 1,197,854 6,847,478
6.6250%, 11/15/30................... 6,950,000 1,785,000 8,735,000 7,854,709 2,017,361 9,872,070
53,103,498 17,270,436 70,373,934
FREDDIE MAC:
5.7500%, 3/15/09.................... 2,155,000 520,000 2,675,000 2,179,261 525,854 2,705,115
3.1250%, 10/25/10................... 10,849,000 2,645,000 13,494,000 10,873,454 2,650,962 13,524,416
2.8750%, 11/23/10................... 2,333,000 5,095,000 7,428,000 2,324,142 5,075,655 7,399,797
3.8750%, 6/29/11.................... 10,125,000 2,500,000 12,625,000 10,305,529 2,544,575 12,850,104
3.7500%, 6/28/13.................... 11,165,000 2,365,000 13,530,000 10,949,838 2,319,424 13,269,262
4.8800%, 6/13/18.................... 5,585,000 1,190,000 6,775,000 5,462,728 1,163,947 6,626,675
42,094,952 14,280,417 56,375,369
TOTAL U.S. GOVERNMENT AGENCY NOTES
(COST $96,027,218, COST $31,717,098,
COMBINED COST $127,744,316)......... 95,198,450 31,550,853 126,749,303
U.S. TREASURY NOTES/BONDS -- 19.4%
U.S. TREASURY NOTES/BONDS:
4.3750%, 11/15/08................... -- 4,859,000 4,859,000 -- 4,864,695 4,864,695
4.7500%, 12/31/08................... 1,720,000 423,000 2,143,000 1,731,018 425,710 2,156,728
4.8750%, 1/31/09.................... 27,706,000 6,767,000 34,473,000 27,985,221 6,835,198 34,820,419
4.5000%, 2/15/09**.................. 27,483,000 6,714,000 34,197,000 27,770,720 6,784,289 34,555,009
3.1250%, 4/15/09.................... 18,631,000 4,551,000 23,182,000 18,805,666 4,593,666 23,399,332
4.8750%, 5/15/09.................... 2,635,000 641,000 3,276,000 2,686,053 653,419 3,339,472
4.8750%, 5/31/09.................... 17,855,000 4,362,000 22,217,000 18,226,045 4,452,647 22,678,692
6.0000%, 8/15/09.................... 23,072,000 5,633,000 28,705,000 23,901,162 5,835,439 29,736,601
</Table>
<Table>
<Caption>
PRO FORMA PRO FORMA
JANUS JANUS ADVISER JANUS JANUS JANUS ADVISER JANUS
BALANCED BALANCED BALANCED BALANCED BALANCED BALANCED
FUND FUND FUND FUND FUND FUND
------------ ------------- ------------ -------------- ------------- --------------
SHARES OR SHARES OR SHARES OR
PRINCIPAL PRINCIPAL PRINCIPAL
AS OF OCTOBER 31, 2008 AMOUNT AMOUNT AMOUNT VALUE VALUE VALUE
---------------------- ------------ ------------- ------------ -------------- ------------- --------------
4.6250%, 11/15/09................... 14,784,000 3,612,000 18,396,000 15,258,699 3,727,978 18,986,677
3.2500%, 12/31/09................... -- 4,698,000 4,698,000 -- 4,791,960 4,791,960
4.0000%, 4/15/10.................... 14,051,000 3,434,000 17,485,000 14,563,637 3,559,286 18,122,923
4.5000%, 5/15/10.................... 3,033,000 1,138,000 4,171,000 3,177,304 1,192,144 4,369,448
2.6250%, 5/31/10.................... 8,826,000 2,155,000 10,981,000 8,985,971 2,194,059 11,180,030
3.6250%, 6/15/10.................... 649,000 78,000 727,000 672,678 80,846 753,524
2.8750%, 6/30/10.................... 2,702,000 574,000 3,276,000 2,763,851 587,139 3,350,990
2.7500%, 7/31/10.................... 8,400,000 1,997,000 10,397,000 8,592,940 2,042,869 10,635,809
2.3750%, 8/31/10.................... 264,000 15,000 279,000 268,125 15,234 283,359
4.5000%, 11/15/10**................. 22,440,000 6,627,000 29,067,000 23,837,249 7,039,637 30,876,886
4.5000%, 2/28/11**.................. 26,559,000 6,807,000 33,366,000 28,430,586 7,286,682 35,717,268
4.8750%, 5/31/11.................... 2,897,000 705,000 3,602,000 3,137,813 763,603 3,901,416
4.8750%, 7/31/11.................... 5,699,000 1,395,000 7,094,000 6,181,187 1,513,030 7,694,217
4.5000%, 9/30/11**.................. 27,100,000 7,475,000 34,575,000 29,168,489 8,045,552 37,214,041
2.5000%, 3/31/13.................... 2,342,000 569,000 2,911,000 2,341,084 568,778 2,909,862
3.1250%, 4/30/13.................... 1,409,000 346,000 1,755,000 1,444,335 354,677 1,799,012
3.3750%, 6/30/13.................... 75,000 2,277,000 2,352,000 77,244 2,345,132 2,422,376
3.1250%, 8/31/13.................... 8,867,000 2,075,000 10,942,000 9,022,864 2,111,474 11,134,338
3.1250%, 9/30/13.................... 73,656,000 19,750,000 93,406,000 74,852,909 20,070,937 94,923,846
4.5000%, 5/15/17.................... 7,076,000 1,727,000 8,803,000 7,372,308 1,799,318 9,171,626
4.2500%, 11/15/17................... 8,854,000 2,127,000 10,981,000 9,106,481 2,187,654 11,294,135
4.0000%, 8/15/18.................... 46,573,000 12,077,000 58,650,000 46,634,848 12,093,037 58,727,885
7.8750%, 2/15/21.................... 4,084,000 722,000 4,806,000 5,227,839 924,216 6,152,055
6.0000%, 2/15/26.................... 6,723,000 1,720,000 8,443,000 7,663,696 1,960,666 9,624,362
4.7500%, 2/15/37.................... 4,106,000 1,004,000 5,110,000 4,353,321 1,064,475 5,417,796
4.5000%, 5/15/38.................... 15,122,000 4,218,000 19,340,000 15,456,332 4,311,256 19,767,588
TOTAL U.S. TREASURY NOTES/BONDS (COST
$442,523,893, COST $125,570,271,
COMBINED COST $568,094,164)......... 449,697,675 127,076,702 576,774,377
MONEY MARKETS -- 5.6%
Janus Institutional Cash Management
Fund -- Institutional Shares,
1.46%............................ 17,785,328 21,031,172 38,816,500 17,785,328 21,031,172 38,816,500
Janus Institutional Money Market
Fund -- Institutional Shares,
1.09%............................ 101,572,000 24,250,523 125,822,523 101,572,000 24,250,523 125,822,523
TOTAL MONEY MARKETS (COST
$119,357,328, COST $45,281,695,
COMBINED COST $164,639,023)......... 119,357,328 45,281,695 164,639,023
OTHER SECURITIES -- 0%
Cash Collateral+.................... 13,987 -- 13,987 13,987 -- 13,987
Repurchase Agreements+.............. 432,413 -- 432,413 432,413 -- 432,413
TOTAL OTHER SECURITIES (COST
$446,400)........................... 446,400 -- 446,400
TOTAL INVESTMENTS (COST
$2,603,644,154, COST $679,419,934,
COMBINED TOTAL COST
$3,283,064,088) -- 102.6%........... 2,413,119,415 631,795,884 3,044,915,299
LIABILITIES, NET OF CASH, RECEIVABLES
AND OTHER ASSETS -- (2.6%).......... (51,582,422) (24,891,732) (76,474,154)
NET ASSETS -- 100%.................... 2,361,536,993 606,904,152 2,968,441,145
</Table>
NOTES TO SCHEDULE OF INVESTMENTS (UNAUDITED)
<Table>
144A............................. Securities sold under Rule 144A of the
Securities Act of 1933 and are subject
to legal and/or contractual restrictions
on resale and may not be publicly sold
without registration under the 1933 Act.
ADR.............................. American Depositary Receipt
PLC.............................. Public Limited Company
U.S. Shares...................... Securities of foreign companies trading
on an American Stock Exchange.
</Table>
--------
* Non-income-producing security.
** A portion of this security has been segregated by the custodian to cover
margin or segregation requirements on open futures contracts, forward
currency contracts, option contracts, short sales and/or securities with
extended settlement dates.
Rate is subject to change. Rate shown reflects current rate.
C Security is traded on a "to-be-announced" basis.
Aggregate collateral segregated to cover margin or segregation requirements
on open futures contracts, forward currency contracts, option contracts, short
sales and/or securities with extended settlement dates as of October 31, 2008 is
noted below.
<Table>
<Caption>
FUND AGGREGATE VALUE
---- ---------------
Janus Balanced Fund............................... $285,484,450
Janus Adviser Balanced Fund....................... 84,614,973
Pro Forma Janus Balanced Fund..................... $370,099,423
</Table>
PRO FORMA SUMMARY OF INVESTMENTS BY COUNTRY -- (LONG POSITIONS)
AS OF OCTOBER 31, 2008
<Table>
<Caption>
JANUS JANUS ADVISER PRO FORMA PRO FORMA
BALANCED BALANCED JANUS BALANCED JANUS BALANCED
FUND FUND FUND FUND
-------------- ------------- -------------- ---------------
% OF INVESTMENT
COUNTRY VALUE SECURITIES
------- ----------------------------------------------- ---------------
Australia............. $ 5,407,249 $ 1,133,200 $ 6,540,449 0.2%
Belgium............... 31,770,504 7,905,074 39,675,578 1.3%
Bermuda............... 20,753,680 4,920,375 25,674,055 0.9%
Brazil................ 8,179,092 1,959,472 10,138,564 0.3%
Canada................ 88,617,141 21,270,558 109,887,699 3.6%
Cayman Islands........ 5,425,053 1,263,237 6,688,290 0.2%
China................. 4,273,208 896,084 5,169,292 0.2%
Germany............... 13,123,468 3,087,118 16,210,586 0.5%
Hong Kong............. 5,785,068 1,197,123 6,982,191 0.2%
Japan................. 15,896,148 3,567,703 19,463,851 0.6%
Luxembourg............ 13,845,665 3,322,414 17,168,079 0.6%
Sweden................ 1,305,411 278,129 1,583,540 0.1%
Switzerland........... 151,055,472 35,501,662 186,557,134 6.1%
United Kingdom........ 49,029,913 11,500,198 60,530,111 2.0%
United States......... 1,998,652,343 533,993,537 2,532,645,880 83.2%
-------------- ------------ -------------- ------
Total................. $2,413,119,415 $631,795,884 $3,044,915,299 100.0%
============== ============ ============== ======
</Table>
PRO FORMA FORWARD CURRENCY CONTRACTS, OPEN AS OF OCTOBER 31, 2008
<Table>
<Caption>
JANUS JANUS ADVISER PRO FORMA
BALANCED BALANCED JANUS BALANCED
FUND FUND FUND
-------------- -------------- --------------
CURRENCY UNITS CURRENCY UNITS CURRENCY UNITS
CURRENCY SOLD AND SETTLEMENT DATE SOLD SOLD SOLD
--------------------------------- -------------- -------------- --------------
British Pound 11/12/08................ 6,725,000 2,140,000 8,865,000
British Pound 12/19/08................ 7,875,000 1,275,000 9,150,000
Euro 11/12/08......................... 6,500,000 1,900,000 8,400,000
Euro 12/19/08......................... 10,700,000 2,330,000 13,030,000
Japanese Yen 11/12/08................. 345,000,000 78,000,000 423,000,000
Swiss Franc 11/12/08.................. 39,600,000 9,300,000 48,900,000
----------- ---------- -----------
</Table>
<Table>
<Caption>
JANUS JANUS ADVISER PRO FORMA
BALANCED BALANCED JANUS BALANCED
FUND FUND FUND
-------------- -------------- --------------
CURRENCY VALUE CURRENCY VALUE CURRENCY VALUE
CURRENCY SOLD AND SETTLEMENT DATE IN U.S. $ IN U.S. $ IN U.S. $
--------------------------------- -------------- -------------- --------------
British Pound 11/12/08................ $10,816,107 $ 3,441,854 $ 14,257,961
British Pound 12/19/08................ 12,633,563 2,045,434 14,678,997
Euro 11/12/08......................... 8,281,435 2,420,727 10,702,162
Euro 12/19/08......................... 13,616,073 2,964,995 16,581,068
Japanese Yen 11/12/08................. 3,503,812 792,166 4,295,978
Swiss Franc 11/12/08.................. 34,162,844 8,023,092 42,185,936
----------- ----------- ------------
Total................................. $83,013,834 $19,688,268 $102,702,102
</Table>
<Table>
<Caption>
JANUS JANUS ADVISER PRO FORMA
BALANCED BALANCED JANUS BALANCED
FUND FUND FUND
----------- ------------- --------------
UNREALIZED UNREALIZED UNREALIZED
CURRENCY SOLD AND SETTLEMENT DATE GAIN/(LOSS) GAIN/(LOSS) GAIN/(LOSS)
--------------------------------- ----------- ------------- --------------
British Pound 11/12/08................ $1,370,256 $ 443,885 $1,814,141
British Pound 12/19/08................ 706,688 114,416 821,104
Euro 11/12/08......................... 709,430 207,372 916,802
Euro 12/19/08......................... 410,017 87,591 497,608
Japanese Yen 11/12/08................. (204,429) (46,219) (250,648)
Swiss Franc 11/12/08.................. 3,711,464 784,963 4,496,427
---------- ---------- ----------
Total................................. $6,703,426 $1,592,008 $8,295,434
</Table>
PRO FORMA SCHEDULE OF RESTRICTED AND ILLIQUID SECURITIES AS OF OCTOBER 31, 2008
<Table>
<Caption>
JANUS JANUS ADVISER PRO FORMA JANUS
BALANCED BALANCED BALANCED
FUND FUND FUND
----------- ------------- ---------------
ACQUISITION ACQUISITION ACQUISITION
SECURITY DATE DATE DATE
-------- ----------- ------------- ---------------
Atlas Copco A.B., 5.6000%, due 5/22/17....... 5/15/2007 5/15/2007 5/15/2007
</Table>
<Table>
<Caption>
JANUS JANUS ADVISER PRO FORMA JANUS
BALANCED BALANCED BALANCED
FUND FUND FUND
----------- ------------- ---------------
ACQUISITION ACQUISITION ACQUISITION
SECURITY COST COST COST
-------- ----------- ------------- ---------------
Atlas Copco A.B., 5.6000%, due 5/22/17....... $1,454,345 $309,861 $1,764,206
</Table>
<Table>
<Caption>
JANUS JANUS ADVISER PRO FORMA JANUS PRO FORMA JANUS
BALANCED BALANCED BALANCED BALANCED
FUND FUND FUND FUND
---------- ------------- --------------- ---------------
VALUE AS A % OF
SECURITY VALUE VALUE VALUE NET ASSETS
-------- ---------- ------------- --------------- ---------------
Atlas Copco A.B., 5.6000%,
due 5/22/17............... $1,305,411 $278,129 $1,583,540 0.1%
</Table>
The Funds have registration rights for certain restricted securities held
as of October 31, 2008. The issuer incurs all registration costs.
STATEMENTS OF ASSETS AND LIABILITIES (UNAUDITED)
<Table>
<Caption>
JANUS JANUS ADVISER PRO FORMA JANUS
BALANCED BALANCED PRO FORMA BALANCED
AS OF OCTOBER 31, 2008 FUND FUND ADJUSTMENTS FUND
---------------------- ---------- ------------- ----------- ---------------
(ALL NUMBERS IN THOUSANDS EXCEPT NET ASSET VALUE PER SHARE)
ASSETS:
Investments at cost(1)........ $2,603,644 $679,420 $3,283,064
Unaffiliated investments at
value(1)................... $2,293,762 $586,514 $2,880,276
Affiliated money market
investments................ $ 119,357 $ 45,282 $ 164,639
Cash.......................... -- 1,534 1,534
Receivables:
Investments sold......... 13,486 5,956 19,442
Fund shares sold......... 4,149 407 4,556
Dividends................ 1,630 429 2,059
Interest................. 14,055 3,745 17,800
Non-interested Trustees'
Deferred Compensation.... 15 8 23
Other assets............... 14 24 38
Forward currency
contracts................ 6,908 1,638 8,546
Total Assets.................... 2,453,376 645,537 3,098,913
LIABILITIES:
Payables:..................... --
Collateral for securities
loaned................... 446 -- 446
Due to Custodian........... 1,285 -- 1,285
Investments purchased...... 85,387 37,969 123,356
Fund shares repurchased.... 2,693 -- 2,693
Dividends and
distributions............ 39 4 43
Advisory fees.............. 1,109 288 1,397
Transfer agent fees and
expenses................. 612 4 616
Administrative
fees -- R Shares........... N/A 2 2
Administrative
fees -- S Shares........... N/A 100 100
Distribution
fees -- A Shares........... N/A 17 17
Distribution
fees -- C Shares........... N/A 53 53
Distribution
fees -- R Shares........... N/A 4 4
Distribution
fees -- S Shares........... N/A 100 100
Networking fees -- A Shares... N/A 6 6
Networking fees -- C Shares... N/A 2 2
Networking fees -- I Shares... N/A -- --
Non-interested Trustees' fees
and expenses............... -- 7 7
Non-interested Trustees'
deferred compensation
fees....................... 15 8 23
Accrued expenses.............. 48 23 71
Forward currency contracts.... 205 46 251
Total Liabilities............... 91,839 38,633 130,472
Net Assets...................... $2,361,537 $606,904 $2,968,441
Net Assets Consist of:
Capital (par value and paid-
in-surplus)*............... $2,481,101 $638,305 $3,119,406
Undistributed net investment
income/(loss)*............. 9,787 2,587 12,370
Undistributed net realized
gain/(loss) from
investments and foreign
currency transactions*..... 54,495 12,049 66,544
Unrealized
appreciation/(depreciation)
of investments and foreign
currency translations...... (183,846) (46,037) (229,883)
Total Net Assets................ $2,361,537 $606,904 $2,968,437
</Table>
<Table>
<Caption>
JANUS JANUS ADVISER PRO FORMA JANUS
BALANCED BALANCED PRO FORMA BALANCED
AS OF OCTOBER 31, 2008 FUND FUND ADJUSTMENTS FUND
---------------------- ---------- ------------- ----------- ---------------
(ALL NUMBERS IN THOUSANDS EXCEPT NET ASSET VALUE PER SHARE)
Net Assets...................... $2,361,537 N/A $2,361,537
Shares Outstanding, $0.01 Par
Value (unlimited shares
authorized)................ 114,741 N/A 114,741
Net Asset Value Per Share....... $ 20.58 N/A $ 20.58
Net Assets -- A Shares.......... N/A $ 79,970 $ 79,970
Shares Outstanding, $0.01 Par
Value (unlimited shares
authorized)................ N/A 3,772 114 3,886
Net Asset Value Per
Share(2)(3)................ N/A $ 21.20 $(0.62) $ 20.58
Maximum Offering Price Per
Share(4)................... N/A $ 22.49 $(0.65) $ 21.84
Net Assets -- C Shares.......... N/A $ 61,829 $ 61,829
Shares Outstanding, $0.01 Par
Value (unlimited shares
authorized)................ N/A 2,848 156 3,004
Net Asset Value Per Share(2).... N/A $ 21.71 $(1.13) $ 20.58
Net Assets -- I Shares.......... N/A $ 20,134 $ 20,134
Shares Outstanding, $0.01 Par
Value (unlimited shares
authorized)................ N/A 955 23 978
Net Asset Value Per Share(2).... N/A $ 21.08 $(0.50) $ 20.58
Net Assets -- R Shares.......... N/A $ 8,607 $ 8,607
Shares Outstanding, $0.01 Par
Value (unlimited shares
authorized)................ N/A 405 13 418
Net Asset Value Per Share(2).... N/A $ 21.26 $(0.68) $ 20.58
Net Assets -- S Shares.......... N/A $436,364 $ 436,364
Shares Outstanding, $0.01 Par
Value (unlimited shares
authorized)................ N/A 20,363 840 21,203
Net Asset Value Per Share(2).... N/A $ 21.43 $(0.85) $ 20.58
</Table>
--------
(1) Investments at cost and value include $426,033 of securities loaned for
Janus Balanced Fund.
(2) Janus Adviser Balanced Fund -- Class A Shares will be exchanged for Janus
Balanced Fund -- Class A Shares.
Janus Adviser Balanced Fund -- Class C Shares will be exchanged for Janus
Balanced Fund -- Class C Shares.
Janus Adviser Balanced Fund -- Class I Shares will be exchanged for Janus
Balanced Fund -- Class I Shares.
Janus Adviser Balanced Fund -- Class R Shares will be exchanged for Janus
Balanced Fund -- Class R Shares.
Janus Adviser Balanced Fund -- Class S Shares will be exchanged for Janus
Balanced Fund -- Class S Shares.
(3) Redemption price per share may be reduced for any applicable contingent
deferred sales charge.
(4) Maximum offering price is computed at 100/94.25 of net asset value.
STATEMENTS OF OPERATIONS (UNAUDITED)
<Table>
<Caption>
JANUS JANUS ADVISER PRO FORMA JANUS
FOR THE TWELVE-MONTH PERIOD ENDED BALANCED BALANCED PRO FORMA BALANCED
OCTOBER 31, 2008 FUND FUND ADJUSTMENTS(2) FUND
--------------------------------- --------- ------------- -------------- ---------------
(ALL NUMBERS IN THOUSANDS)
INVESTMENT INCOME:
INCOME:
Interest...................... $ 56,564 $ 12,009 $ -- $ 68,573
Securities lending income..... 2,837 534 -- 3,371
Dividends..................... 26,135 5,472 -- 31,607
Dividends from affiliates..... 3,581 770 -- 4,351
Foreign tax withheld.......... (1,354) (265) -- (1,619)
TOTAL INVESTMENT INCOME.......... 87,763 18,520 -- 106,283
EXPENSES:
Advisory fees................. 14,918 3,191 -- 18,109
Transfer agent expenses....... 5,991 16 -- 6,007
Registration fees............. 110 71 (42) 139
Custodian fees................ 115 25 (1) 139
Audit Fees.................... 29 22 (19) 32
Postage Fees.................. 207 2 209
Non-interested Trustees' fees
and expenses................ 45 23 (2) 66
Printing Expenses............. 140 60 (21) 179
Distribution
fees -- A Shares............ N/A 111 -- 111
Distribution
fees -- C Shares............ N/A 330 -- 330
Distribution
fees -- R Shares............ N/A 15 -- 15
Distribution
fees -- S Shares............ N/A 1,220 -- 1,220
Administrative
fees -- R Shares............ N/A 8 -- 8
Administrative
fees -- S Shares............ N/A 1,220 -- 1,220
Networking fees -- A Shares... N/A 21 -- 21
Networking fees -- C Shares... N/A 2 -- 2
Networking fees -- I Shares... N/A -- -- --
Other expenses................ 105 57 (46) 116
Non-recurring costs*............... 2 -- -- 2
Cost assumed by Janus Capital
Management LLC*.................. (2) -- -- (2)
TOTAL EXPENSES................... 21,660 6,394 (131) 27,923
EXPENSE AND FEE OFFSET........... (86) (13) -- (99)
NET EXPENSES..................... 21,574 6,381 (131) 27,824
LESS: EXCESS EXPENSE
REIMBURSEMENT(1).............. -- (141) 141 --
NET EXPENSES AFTER EXPENSE
REIMBURSEMENT................. 21,574 6,240 10 27,824
NET INVESTMENT INCOME/(LOSS)....... 66,189 12,280 (10) 78,459
NET REALIZED AND UNREALIZED
GAIN/(LOSS) ON INVESTMENTS:
Net realized gain/(loss) from
investment transactions and
foreign currency
transactions.................. 64,562 12,937 -- 77,499
Change in unrealized net
appreciation/(depreciation) of
investments, foreign currency
translations and non-
interested trustees deferred
compensation.................. (703,988) (156,288) -- (860,276)
NET GAIN/(LOSS) ON INVESTMENTS..... (639,426) (143,351) -- (782,777)
NET INCREASE/(DECREASE) IN NET
ASSETS RESULTING FROM
OPERATIONS....................... $(573,237) $(131,071) $ (10) $(704,318)
</Table>
--------
(1) Pro Forma adjustment assumes termination of Janus Adviser International
Growth Fund expense limit agreement.
(2) Reflects adjustments in expenses due to elimination of duplicative services.
* For the fiscal year ended October 31, 2008, Janus Capital assumed $59,332 of
legal, consulting and Trustee costs and fees incurred by the funds in Janus
Investment Fund, Janus Aspen Series and Janus Adviser Series (the
"Portfolios") in connection with regulatory and civil litigation matters.
These non-recurring costs were allocated to all Portfolios based on the
Portfolios' respective net assets as of July 31, 2004. No fees were
allocated to the Portfolios that commenced operations after July 31, 2004.
Additionally, all future non-recurring costs will be allocated to the
Portfolios based on the Portfolios' respective net assets on July 31, 2004.
NOTES TO PRO FORMA FINANCIAL STATEMENTS (UNAUDITED)
The following section describes the organization and significant accounting
policies and provides more detailed information about the schedules and tables
that appear throughout this report. In addition, the Notes to Financial
Statements explain the methods used in preparing and presenting this report.
1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Janus Balanced Fund ("Acquiring Fund") is a series fund. The Acquiring Fund
is a part of the Janus Investment Fund (the "JIF Trust"), which is organized as
a Massachusetts business trust and is registered under the Investment Company
Act of 1940, as amended (the "1940 Act"), as an open-end management investment
company. The JIF Trust has twenty-eight funds. The Funds invest primarily in
equity securities. The Acquiring Fund is diversified as defined in the 1940 Act.
The Acquiring Fund is a no-load investment.
The accompanying pro forma financial statements are presented to show the
effect of the proposed acquisition of Janus Adviser Balanced Fund ("Target
Fund"), a series fund. The Target Fund is a part of Janus Adviser Series (the
"JAD Trust"), which is organized as a Delaware statutory trust and is registered
under the 1940 Act, as an open-end management investment company. The JAD Trust
offers thirty funds, which include multiple series of shares with differing
investment objectives and policies. The Target Fund invests primarily in equity
securities and is classified as diversified as defined in the 1940 Act.
The Target Fund offers Class A Shares, Class C Shares, Class I Shares,
Class R Shares, and Class S Shares. Each class represents an interest in the
same portfolio of investments. Certain financial intermediaries may not offer
all classes of shares.
Class A Shares and Class C Shares are available in connection with
investments through retirement plans, broker-dealers, bank trust departments,
financial advisers, and other financial intermediaries. Class C Shares have a
minimum initial investment requirement.
Class I Shares are offered only through certain types of financial
intermediaries and to certain institutional investors. Class I Shares are
offered through financial intermediaries (including, but not limited to, broker-
dealers, retirement plans, bank trust departments, and financial advisers) who
do not require payment from a Fund or its service providers for the provision of
distribution, administrative or shareholder retention services, except for
networking and/or omnibus account fees. Networking and/or
omnibus account fees may be paid by the Funds to financial intermediaries for
Class I Shares processed through certain securities clearing systems.
Institutional investors may include, but are not limited to, corporations,
retirement plans, public plans, and foundations/endowments. Class I Shares are
not offered directly to individual investors. Class I Shares have an aggregate
account balance requirement.
Class R Shares are available in connection with investments through
retirement plans, broker-dealers, bank trust departments, financial advisers,
and other financial intermediaries.
Class S Shares are available in connection with investments through
retirement plans, broker-dealers (primarily in connection with wrap accounts),
bank trust departments, financial advisers, and other financial intermediaries.
Effective September 30, 2004, two additional classes were added to the
Trust and designated as Class A Shares and Class R Shares. Effective November
28, 2005, the existing Class I Shares were renamed Class S Shares and a new
Class I Shares was added to the Trust.
The accompanying pro forma financial statements are presented to show the
effect of the proposed acquisition of the Target Fund, as if such acquisition
had taken place as of October 31, 2008.
Under the terms of the Plan of Reorganization the combination of Target
Fund and Acquiring Fund will be accounted for by the method of accounting for
tax-free mergers of investment companies. The acquisition would be accomplished
by an acquisition of the net assets of Target Fund in exchange for shares of
Acquiring Fund at net asset value. The statement of assets and liabilities and
the related statement of operation of Target Fund and Acquiring Fund have been
combined as of and for the twelve months ended October 31, 2008. Following the
acquisition, the Acquiring Fund will be the accounting survivor. In accordance
with accounting principles generally accepted in the United States of America,
the historical cost of investment securities will be carried forward to the
surviving fund and the results of operations for pre-combination periods of the
surviving fund will not be restated.
The accompanying pro forma financial statements should be read in
conjunction with the financial statements of the Acquiring Fund and Target Fund
included in their respective annual reports dated October 31, 2008 and July 31,
2008, respectively.
The following notes refer to the accompanying pro forma financial
statements as if the above-mentioned acquisition of Target Fund by Acquiring
Fund had taken place as of October 31, 2008. The following accounting policies
have been consistently followed by the Funds and are in conformity with
accounting principles generally accepted in the United States of America in the
investment company industry.
INVESTMENT VALUATION
Securities are valued at the last sales price or the official closing price
for securities traded on a principal securities exchange (U.S. or foreign) and
on the NASDAQ National Market. Securities traded on over-the-counter markets and
listed securities for which no sales are reported are valued at the latest bid
price (or yield equivalent thereof) obtained
from one or more dealers transacting in a market for such securities or by a
pricing service approved by the Funds' Trustees. Short-term securities with
maturities of 60 days or less may be valued at amortized cost, which
approximates market value. Debt securities with a remaining maturity of greater
than 60 days are valued in accordance with the evaluated bid price supplied by
the pricing service. The evaluated bid price supplied by the pricing service is
an evaluation that reflects such factors as security prices, yields, maturities
and ratings. Short positions shall be valued in accordance with the same
methodologies, except that in the event that a last sale price is not available,
the latest ask price shall be used instead of a bid price. Foreign securities
and currencies are converted to U.S. dollars using the applicable exchange rate
in effect as of the daily close of the New York Stock Exchange ("NYSE"). When
market quotations are not readily available or deemed unreliable, or events or
circumstances that may affect the value of portfolio securities held by the
Funds are identified between the closing of their principal markets and the time
the net asset value ("NAV") is determined, securities may be valued at fair
value as determined in good faith under procedures established by and under the
supervision of the Funds' Trustees. Circumstances in which fair value pricing
may be utilized include, but are not limited to: (i) when significant events
occur which may affect the securities of a single issuer, such as mergers,
bankruptcies, or significant issuer-specific developments; (ii) when significant
events occur which may affect an entire market, such as natural disasters or
significant governmental actions; and (iii) when non-significant events occur
such as markets closing early or not opening, security trading halts, or pricing
of non-valued securities and restricted or non-public securities. The Funds may
use a systematic fair valuation model provided by an independent third party to
value international equity securities in order to adjust for stale pricing,
which may occur between the close of certain foreign exchanges and the NYSE.
Restricted and illiquid securities are valued in accordance with procedures
established by the Funds' Trustees.
CAPITAL SHARES
The pro forma net asset value per share assumes the issuance of shares of
Acquiring Fund that would have been issued at October 31, 2008, in connection
with the proposed reorganization. The number of shares assumed to be issued is
equal to the net asset value of shares of Target Fund, as of October 31, 2008
divided by the net asset value per share of the shares of Acquiring Fund as of
October 31, 2008. The pro forma number of shares outstanding, by class, for the
combined fund consists of the following at October 31, 2008:
<Table>
<Caption>
SHARES OF ADDITIONAL SHARES TOTAL OUTSTANDING
ACQUIRING FUND ASSUMED ISSUED IN SHARES
CLASS OF SHARES PRE-COMBINATION REORGANIZATION POST-COMBINATION
--------------- --------------- ----------------- -----------------
Class A Shares............ 3,885,796 3,885,796
Class C Shares............ 3,004,307 3,004,307
Class I Shares............ 978,320 978,320
Class R Shares............ 418,204 418,204
Class S Shares............ 21,203,317 21,203,317
Initial Shares............ 114,741,322 114,741,322
</Table>
FEDERAL INCOME TAXES
Each fund has elected to be taxed as a "regulated investment company" under
the Internal Revenue Code. After the acquisition, the Acquiring Fund intends to
continue to qualify as a regulated investment company by complying with the
provisions available to certain investment companies, as defined in applicable
sections of the Internal Revenue Code, and to make distributions of taxable
income sufficient to relieve it from all, or substantially all, Federal income
taxes. The identified cost of investments for the funds is substantially the
same for both financial accounting and Federal income tax purposes. The tax cost
of investments will remain unchanged for the combined fund.
Accumulated capital losses, noted below, represent net capital loss
carryovers, as of October 31, 2008, that may be available to offset future
realized capital gains and thereby reduce future taxable gains distributions.
The Target Fund has no capital loss carryover as of July 31, 2008. The following
table shows the expiration dates of the carryovers.
CAPITAL LOSS CARRYOVER EXPIRATION SCHEDULE
FOR THE YEAR ENDED OCTOBER 31, 2008
<Table>
<Caption>
OCTOBER 31, OCTOBER 31, ACCUMULATED
FUND 2009 2010 CAPITAL LOSSES
---- ----------- ----------- --------------
Janus Balanced Fund.............. $2,173,496 $2,173,496 $4,346,992
</Table>
PART C - OTHER INFORMATION
ITEM 15. Indemnification
Article VI of Janus Investment Fund's Amended and Restated Agreement and
Declaration of Trust provides for indemnification of certain persons acting on
behalf of the Funds. In general, Trustees, officers and Advisory Board members
will be indemnified against liability and against all expenses of litigation
incurred by them in connection with any claim, action, suit or proceeding (or
settlement of the same) in which they become involved by virtue of their
connection with the Funds, unless their conduct is determined to constitute
willful misfeasance, bad faith, gross negligence or reckless disregard of their
duties. A determination that a person covered by the indemnification provisions
is entitled to indemnification may be made by the court or other body before
which the proceeding is brought, or by either a vote of a majority of a quorum
of Trustees who are neither "interested persons" of the Trust nor parties to the
proceeding or by an independent legal counsel in a written opinion. The Funds
also may advance money for these expenses, provided that the Trustee or officer
undertakes to repay the Funds if his or her conduct is later determined to
preclude indemnification, and that either he or she provide security for the
undertaking, the Trust be insured against losses resulting from lawful advances
or a majority of a quorum of disinterested Trustees, or independent counsel in a
written opinion, determines that he or she ultimately will be found to be
entitled to indemnification. The Trust also maintains a liability insurance
policy covering its Trustees, officers and any Advisory Board members.
ITEM 16. Exhibits
Exhibit 1 (a) Agreement and Declaration of Trust dated February 11,
1986, is incorporated herein by reference to Exhibit
1(a) to Post-Effective Amendment No. 79, filed on
December 18, 1996 (File No. 2-34393).
(b) Certificate of Designation for Janus Growth and Income
Fund is incorporated herein by reference to Exhibit 1(b)
to Post-Effective Amendment No. 79, filed on December
18, 1996 (File No. 2-34393).
(c) Certificate of Designation for Janus Worldwide Fund is
incorporated herein by reference to Exhibit 1(c) to
Post-Effective Amendment No. 79, filed on December 18,
1996 (File No. 2-34393).
(d) Certificate of Designation for Janus Twenty Fund is
incorporated herein by reference to Exhibit 1(d) to
Post-Effective Amendment No. 80, filed on February 14,
1997 (File No. 2-34393).
(e) Certificate of Designation for Janus Flexible Income
Fund is incorporated herein by reference to Exhibit 1(e)
to Post-Effective Amendment No. 80, filed on February
14, 1997 (File No. 2-34393).
(f) Certificate of Designation for Janus Intermediate
Government Securities Fund filed as Exhibit 1(f) to
Post-Effective Amendment No. 46, filed on June 18, 1992
(File No. 2-34393), has been withdrawn.
(g) Certificate of Designation for Janus Venture Fund is
incorporated herein by reference to Exhibit 1(g) to
Post-Effective Amendment No. 80, filed on February 14,
1997 (File No. 2-34393).
(h) Certificate of Designation for Janus Enterprise Fund is
incorporated herein by reference to Exhibit 1(h) to
Post-Effective Amendment No. 80, filed on February 14,
1997 (File No. 2-34393).
(i) Certificate of Designation for Janus Balanced Fund is
incorporated herein by reference to Exhibit 1(i) to
Post-Effective Amendment No. 80, filed on February 14,
1997 (File No. 2-34393).
(j) Certificate of Designation for Janus Short-Term Bond
Fund is incorporated herein by reference to Exhibit 1(j)
to Post-Effective Amendment No. 80, filed on February
14, 1997 (File No. 2-34393).
(k) Certificate of Designation for Janus Federal Tax-Exempt
Fund is incorporated herein by reference to Exhibit 1(k)
to Post-Effective Amendment No. 81, filed on June 26,
1997 (File No. 2-34393).
(l) Certificate of Designation for Janus Mercury Fund is
incorporated herein by reference to Exhibit 1(l) to
Post-Effective Amendment No. 81, filed on June 26, 1997
(File No. 2-34393).
(m) Certificate of Designation for Janus Overseas Fund is
incorporated herein by reference to Exhibit 1(m) to
Post-Effective Amendment No. 81, filed on June 26, 1997
(File No. 2-34393).
(n) Form of Amendment to the Registrant's Agreement and
Declaration of Trust is incorporated herein by reference
to Exhibit 1(n) to Post-Effective Amendment No. 81,
filed on June 26, 1997 (File No. 2-34393).
(o) Form of Certificate of Designation for Janus Money
Market Fund, Janus Government Money Market Fund and
Janus Tax-Exempt Money Market Fund is incorporated
herein by reference to Exhibit 1(o) to Post-Effective
Amendment No. 81, filed on June 26, 1997 (File No.
2-34393).
(p) Form of Certificate of Designation for Janus High-Yield
Fund and Janus Olympus Fund is incorporated herein by
reference to Exhibit 1(p) to Post-Effective Amendment
No. 68, filed on September 14, 1995 (File No. 2-34393).
(q) Certificate of Designation for Janus Equity Income Fund
is incorporated herein by reference to Exhibit 1(q) to
Post-Effective Amendment No. 72, filed on March 15, 1996
(File No. 2-34393).
(r) Form of Certificate of Establishment and Designation for
Janus Special Situations Fund filed as Exhibit 1(r) to
Post-Effective Amendment No. 75, filed on September 11,
1996 (File No. 2-34393), has been withdrawn.
(s) Form of Amendment to Registrant's Agreement and
Declaration of Trust is incorporated herein by reference
to Exhibit 1(s) to Post-Effective Amendment No. 75,
filed on September 11, 1996 (File No. 2-34393).
(t) Certificate of Establishment and Designation for Janus
Global Life Sciences Fund filed as Exhibit 1(t) to
Post-Effective Amendment No. 82, filed on September 16,
1997 (File No. 2-34393), has been withdrawn.
(u) Certificate of Establishment and Designation for Janus
Global Life Sciences Fund is incorporated herein by
reference to Exhibit 1(u) to Post-Effective Amendment
No. 85, filed on September 10, 1998 (File No. 2-34393).
(v) Form of Certificate of Establishment and Designation for
Janus Global Technology Fund is incorporated herein by
referenced to Exhibit 1(v) to Post-Effective Amendment
No. 85, filed on September 10, 1998 (File No. 2-34393).
(w) Certificate of Establishment and Designation for Janus
Strategic Value Fund is incorporated herein by reference
to Exhibit 1(w) to Post-Effective Amendment No. 88,
filed on November 15, 1999 (File No. 2-34393).
(x) Form of Certificate of Establishment and Designation for
Janus
Orion Fund is incorporated herein by reference to
Exhibit 1(x) to Post-Effective Amendment No. 92, filed
on March 17, 2000 (File No. 2-34393).
(y) Certificate of Establishment and Designation for Janus
Fund 2 filed as Exhibit 1(y) to Post-Effective Amendment
No. 95, filed on September 13, 2000 (File No. 2-34393),
has been withdrawn.
(z) Certificate of Establishment and Designation for Janus
Global Value Fund is incorporated herein by reference to
Exhibit 1(z) to Post-Effective Amendment No. 98, filed
on March 15, 2001 (File No. 2-34393).
(aa) Form of Instrument dated July 31, 2001 amending the
Certificate of Designation for Janus Equity Income Fund
is incorporated herein by reference to Exhibit 1(aa) to
Post-Effective Amendment No. 99, filed on June 1, 2001
(File No. 2-34393).
(bb) Amendment to Registrant's Agreement and Declaration of
Trust, dated October 18, 2001, is incorporated herein by
reference to Exhibit 1(bb) to Post-Effective Amendment
No. 102, filed on December 21, 2001 (File No. 2-34393).
(cc) Amended and Restated Agreement and Declaration of Trust,
dated January 31, 2002, is incorporated herein by
reference to Exhibit 1(cc) to Post-Effective Amendment
No. 103, filed on February 22, 2002 (File No. 2-34393).
(dd) Certificate of Establishment and Designation for Janus
Institutional Cash Reserves Fund is incorporated herein
by reference to Exhibit 1(dd) to Post-Effective
Amendment No. 104, filed on February 28, 2002 (File No.
2-34393).
(ee) Certificate of Establishment and Designation for Janus
Risk-Managed Stock Fund is incorporated herein by
reference to Exhibit 1(ee) to Post-Effective Amendment
No. 105, filed on December 13, 2002 (File No. 2-34393).
(ff) Form of Certificate of Establishment and Designation for
Janus Small Cap Value Fund is incorporated herein by
reference to Exhibit 1(ff) to Post-Effective Amendment
No. 106, filed on January 3, 2003 (File No. 2-34393).
(gg) Certificate of Establishment and Designation for Janus
Mid Cap Value Fund is incorporated herein by reference
to Exhibit 1(gg) to Post-Effective Amendment No. 106,
filed on January 3, 2003 (File No. 2-34393).
(hh) Certificate of Re-Designation of Janus Strategic Value
Fund is incorporated herein by reference to Exhibit
1(hh) to Post-Effective Amendment No. 107, filed on
February 28, 2003 (File No. 2-34393).
(ii) Amended and Restated Agreement and Declaration of Trust,
dated March 18, 2003, is incorporated herein by
reference to Exhibit 1(ii) to Post-Effective Amendment
No. 109, filed on April 17, 2003 (File No. 2-34393).
(jj) Certificate of Amendment Establishing and Designating
Series, dated September 16, 2003, is incorporated herein
by reference to Exhibit 1(jj) to Post-Effective
Amendment No. 110, filed on December 23, 2003 (File No.
2-34393).
(kk) Form of Certificate of Establishment and Designation for
Janus Research Fund and Janus Explorer Fund is
incorporated herein by reference to Exhibit 1(kk) to
Post-Effective Amendment No. 112, filed on December 10,
2004 (File No. 2-34393).
(ll) Certificate Redesignating Janus Explorer Fund is
incorporated herein by reference to Exhibit 1(ll) to
Post-Effective Amendment No. 113, filed on February 24,
2005 (File No. 2-34393).
(mm) Certificate Redesignating Janus Flexible Income Fund is
incorporated herein by reference to Exhibit 1(mm) to
Post-Effective Amendment No. 114, filed on October 14,
2005 (File No. 2-34393).
(nn) Form of Certificate of Establishment and Designation of
Janus Smart Portfolios is incorporated herein by
reference to Exhibit 1(nn) to Post-Effective Amendment
No. 114, filed on October 14, 2005 (File No. 2-34393).
(oo) Form of Certificate Redesignating Janus Risk-Managed
Stock Fund is incorporated herein by reference to
Exhibit 1(oo) to Post-Effective Amendment No. 117, filed
on February 27, 2006 (File No. 2-34393).
(pp) Certificate of Amendment of the Amended and Restated
Agreement and Declaration of Trust is incorporated
herein by
reference to Exhibit 1(a) to N-14/A Pre-Effective
Amendment No. 1, filed on August 8, 2006 (File No.
2-34393).
(qq) Certificate of Amendment of the Amended and Restated
Agreement and Declaration of Trust is incorporated
herein by reference to Exhibit 1(b) to N-14/A
Pre-Effective Amendment No. 1, filed on August 8, 2006
(File No. 2-34393).
(rr) Certificate Redesignating Janus Core Equity Fund is
incorporated herein by reference to Exhibit 1(pp) to
Post-Effective Amendment No. 119, filed on December 19,
2006 (File No. 2-34393).
(ss) Certificate of Amendment of the Amended and Restated
Agreement and Declaration of Trust is incorporated
herein by reference to Exhibit 1(qq) to Post-Effective
Amendment No. 119, filed on December 19, 2006 (File No.
2-34393).
(tt) Certificate Redesignating Janus Mercury Fund is
incorporated herein by reference to Exhibit 1(tt) to
Post-Effective Amendment No. 120, filed on February 28,
2007 (File No. 2-34393).
(uu) Certificate Redesignating Janus Research Fund is
incorporated herein by reference to Exhibit 1(uu) to
Post-Effective Amendment No. 120, filed on February 28,
2007 (File No. 2-34393).
(vv) Certificate Redesignating Janus Mid Cap Value Fund,
dated December 23, 2008, is incorporated herein by
reference to Exhibit 1(vv) to Post-Effective Amendment
No. 123, filed on February 27, 2009 (File No. 2-34393).
(ww) Certificate Redesignating Janus Small Cap Value Fund,
dated December 23, 2008, is incorporated herein by
reference to Exhibit 1(ww) to Post-Effective Amendment
No. 123, filed on February 27, 2009 (File No. 2-34393).
(xx) Amendment to Certificate Redesignating Janus Mid Cap
Value Fund, dated December 30, 2008, is incorporated
herein by reference to Exhibit 1(xx) to Post-Effective
Amendment No. 123, filed on February 27, 2009 (File No.
2-34393).
(yy) Amendment to Certificate Redesignating Janus Small Cap
Value Fund, dated December 30, 2008, is incorporated
herein by reference to Exhibit 1(yy) to Post-Effective
Amendment No. 123, filed on February 27, 2009 (File No.
2-34393).
(zz) Certificate Redesignating INTECH Risk-Managed Stock
Fund,
dated February 24, 2009, is incorporated herein by
reference to Exhibit 1(zz) to Post-Effective Amendment
No. 123, filed on February 27, 2009 (File No. 2-34393).
(aaa) Certificate Redesignating Janus Fundamental Equity Fund,
dated February 24, 2009, is incorporated herein by
reference to Exhibit 1(aaa) to Post-Effective Amendment
No. 123, filed on February 27, 2009 (File No. 2-34393).
Exhibit 2 (a) Restated Bylaws are incorporated herein by reference to
Exhibit 2(a) Post-Effective Amendment No. 71, filed on
December 20, 1995 (File No. 2-34393).
(b) First Amendment to the Bylaws is incorporated herein by
reference to Exhibit 2(b) to Post-Effective Amendment
No. 71, filed on December 20, 1995 (File No. 2-34393).
(c) Second Amendment to the Bylaws is incorporated herein by
Reference to Exhibit 2(c) to Post-Effective Amendment
No. 96, filed on December 18, 2000 (File No. 2-34393).
(d) Third Amendment to the Bylaws is incorporated herein by
reference to Exhibit 2(d) to Post-Effective Amendment
No. 105, filed on December 13, 2002 (File No. 2-34393).
(e) Amended and Restated Bylaws are incorporated herein by
reference to Exhibit 2(e) to Post-Effective Amendment
No. 112, filed on December 10, 2004 (File No. 2-34393).
(f) First Amendment to the Amended and Restated Bylaws is
incorporated herein by reference to Exhibit 2(f) to
Post-Effective Amendment No. 114, filed on October 14,
2005 (File No. 2-34393).
(g) Second Amendment to the Amended and Restated Bylaws is
incorporated herein by reference to Exhibit 2(g) to
Post-Effective Amendment No. 114, filed on October 14,
2005 (File No. 2-34393).
Exhibit 3 Not Applicable.
Exhibit 4 Form of Agreement and Plan of Reorganization among Janus
Adviser Series (on behalf of certain series), Janus
Investment Fund (on behalf of certain series) and Janus
Capital Management LLC (included as Appendix A to the
Prospectus /Information Statement of this Registration
Statement) is incorporated herein by reference to
Exhibit 4 to Form N-14, filed on March 17, 2009 (File
No. 333-158026).
Exhibit 5 (a) Instruments Defining Rights of Security Holders, see
Exhibits 1 and 2.
(b) Specimen Stock Certificate for Janus Fund(1) is
incorporated herein by reference to Exhibit 4(a) to
Post-Effective Amendment No. 79, filed on December 18,
1996 (File No. 2-34393).
(c) Specimen Stock Certificate for Janus Growth and Income
Fund is incorporated herein by reference to Exhibit 4(b)
to Post-Effective Amendment No. 79, filed on December
18, 1996 (File No. 2-34393).
(d) Specimen Stock Certificate for Janus Worldwide Fund is
incorporated herein by reference to Exhibit 4(c) to
Post-Effective Amendment No. 79, filed on December 18,
1996 (File No. 2-34393).
(e) Specimen Stock Certificate for Janus Twenty Fund(1) is
incorporated herein by reference to Exhibit 4(d) to
Post-Effective Amendment No. 80, filed on February 14,
1997 (File No. 2-34393).
(f) Specimen Stock Certificate for Janus Flexible Income
Fund(1) is incorporated herein by reference to Exhibit
4(e) to Post-Effective Amendment No. 80, filed on
February 14, 1997 (File No. 2-34393).
(g) Specimen Stock Certificate for Janus Intermediate
Government Securities Fund(1) filed as Exhibit 4(f) to
Post-Effective Amendment No. 46, filed on June 18, 1992
(File No. 2-34393), has been withdrawn.
(h) Specimen Stock Certificate for Janus Venture Fund(2) is
incorporated herein by reference to Exhibit 4(g) to
Post-Effective Amendment No. 80, filed on February 14,
1997 (File No. 2-34393).
(i) Specimen Stock Certificate for Janus Enterprise Fund is
incorporated herein by reference to Exhibit 4(h) to
Post-Effective
----------
(1) Outstanding certificates representing shares of predecessor entity to this
series of the Trust are deemed to represent shares of this series.
(2) Outstanding certificates representing shares of predecessor entity to this
series of the Trust are deemed to represent shares of this series.
Amendment No. 80, filed on February 14, 1997 (File No.
2-34393).
(j) Specimen Stock Certificate for Janus Balanced Fund is
incorporated herein by reference to Exhibit 4(i) to
Post-Effective Amendment No. 80, filed on February 14,
1997 (File No. 2-34393).
(k) Specimen Stock Certificate for Janus Short-Term Bond
Fund is incorporated herein by reference to Exhibit 4(j)
to Post-Effective Amendment No. 80, filed on February
14, 1997 (File No. 2-34393).
(l) Specimen Stock Certificate for Janus Federal Tax-Exempt
Fund is incorporated herein by reference to Exhibit 4(k)
to Post-Effective Amendment No. 81, filed on June 26,
1997 (File No. 2-34393).
(m) Specimen Stock Certificate for Janus Mercury Fund is
incorporated herein by reference to Exhibit 4(l) to
Post-Effective Amendment No. 81, filed on June 26, 1997
(File No. 2-34393).
(n) Specimen Stock Certificate for Janus Overseas Fund is
incorporated herein by reference to Exhibit 4(m) to
Post-Effective Amendment No. 81, filed on June 26, 1997
(File No. 2-34393).
(o) Revised Specimen Stock Certificates for Janus High-Yield
Fund and Janus Olympus Fund are incorporated herein by
reference to Exhibit 4(n) to Post-Effective Amendment
No. 79, filed on December 18, 1996 (File No. 2-34393).
(p) Revised Specimen Stock Certificate for Janus Equity
Income Fund is incorporated herein by reference to
Exhibit 4(o) to Post-Effective Amendment No. 79, filed
on December 18, 1996 (File No. 2-34393).
(q) Revised Specimen Stock Certificate for Janus Special
Situations Fund filed as Exhibit 4(p) to Post-Effective
Amendment No. 79, filed on December 18, 1996 (File No.
2-34393), has been withdrawn.
(r) Specimen Stock Certificate for Janus Global Life
Sciences Fund filed as Exhibit 4(q) to Post-Effective
Amendment No. 82, filed on September 16, 1997 (File No.
2-34393), has been withdrawn.
(s) Form of Specimen Stock Certificate for Janus Global Life
Sciences Fund is incorporated herein by reference to
Exhibit 3(r)
to Post-Effective Amendment No. 85, filed on September
10, 1998 (File No. 2-34393).
(t) Form of Specimen Stock Certificate for Janus Global
Technology Fund is incorporated herein by reference to
Exhibit 3(s) to Post-Effective Amendment No. 85, filed
on September 10, 1998 (File No. 2-34393).
Exhibit 6 (a) Investment Advisory Agreement for Janus Fund dated July
1, 1997, is incorporated herein by reference to Exhibit
5(a) to Post-Effective Amendment No. 83, filed on
December 15, 1997 (File No. 2-34393).
(b) Investment Advisory Agreements for Janus Growth and
Income Fund and Janus Worldwide Fund dated July 1, 1997,
are incorporated herein by reference to Exhibit 5(b) to
Post-Effective Amendment No. 83, filed on December 15,
1997 (File No. 2-34393).
(c) Investment Advisory Agreements for Janus Twenty Fund and
Janus Venture Fund dated July 1, 1997, are incorporated
herein by reference to Exhibit 5(c) to Post-Effective
Amendment No. 83, filed on December 15, 1997 (File No.
2-34393).
(d) Investment Advisory Agreement for Janus Flexible Income
Fund dated July 1, 1997, is incorporated herein by
reference to Exhibit 5(d) to Post-Effective Amendment
No. 83, filed on December 15, 1997 (File No. 2-34393).
(e) Investment Advisory Agreements for Janus Enterprise
Fund, Janus Balanced Fund, and Janus Short-Term Bond
Fund dated July 1, 1997, are incorporated herein by
reference to Exhibit 5(e) to Post-Effective Amendment
No. 83, filed on December 15, 1997 (File No. 2-34393).
(f) Investment Advisory Agreements for Janus Federal
Tax-Exempt Fund and Janus Mercury Fund dated July 1,
1997, are incorporated herein by reference to Exhibit
5(f) to Post-Effective Amendment No. 83, filed on
December 15, 1997 (File No. 2-34393).
(g) Investment Advisory Agreement for Janus Overseas Fund
dated July 1, 1997, is incorporated herein by reference
to Exhibit 5(g) to Post-Effective Amendment No. 83,
filed on December 15, 1997 (File No. 2-34393).
(h) Investment Advisory Agreements for Janus Money Market
Fund,
Janus Government Money Market Fund, and Janus Tax-Exempt
Money Market Fund dated July 1, 1997, are incorporated
herein by reference to Exhibit 5(h) to Post-Effective
Amendment No. 83, filed on December 15, 1997 (File No.
2-34393).
(i) Investment Advisory Agreement for Janus High-Yield Fund
dated July 1, 1997, is incorporated herein by reference
to Exhibit 5(i) to Post-Effective Amendment No. 83,
filed on December 15, 1997 (File No. 2-34393).
(j) Investment Advisory Agreement for Janus Olympus Fund
dated July 1, 1997, is incorporated herein by reference
to Exhibit 5(j) to Post-Effective Amendment No. 83,
filed on December 15, 1997 (File No. 2-34393).
(k) Investment Advisory Agreement for Janus Equity Income
Fund dated July 1, 1997, is incorporated herein by
reference to Exhibit 5(k) to Post-Effective Amendment
No. 83, filed on December 15, 1997 (File No. 2-34393).
(l) Investment Advisory Agreement for Janus Special
Situations Fund dated July 1, 1997, filed as Exhibit
5(l) to Post-Effective Amendment No. 83, filed on
December 15, 1997 (File No. 2-34393), has been
withdrawn.
(m) Investment Advisory Agreement for Janus Global Life
Sciences Fund filed as Exhibit 5(m) to Post-Effective
Amendment No. 82, filed on September 16, 1997 (File No.
2-34393), has been withdrawn.
(n) Form of Investment Advisory Agreement for Janus Global
Life Sciences Fund is incorporated herein by reference
to Exhibit 4(n) to Post-Effective Amendment No. 85,
filed on September 10, 1998 (File No. 2-34393).
(o) Form of Investment Advisory Agreement for Janus Global
Technology Fund is incorporated herein by reference to
Exhibit 4(o) to Post-Effective Amendment No. 85, filed
on September 10, 1998 (File No. 2-34393).
(p) Investment Advisory Agreement for Janus Strategic Value
Fund is incorporated herein by reference to Exhibit 4(p)
to Post-Effective Amendment No. 88, filed on November
15, 1999 (File No. 2-34393).
(q) Amendment dated January 31, 2000 to the Investment
Advisory
Agreement for Janus Fund dated July 1, 1997, is
incorporated herein by reference to Exhibit 4(q) to
Post-Effective Amendment No. 90, filed on January 31,
2000 (File No. 2-34393).
(r) Amendment dated January 31, 2000 to the Investment
Advisory Agreement for Janus Growth and Income Fund
dated July 1, 1997, is incorporated herein by reference
to Exhibit 4(r) to Post-Effective Amendment No. 90,
filed on January 31, 2000 (File No. 2-34393).
(s) Amendment dated January 31, 2000 to the Investment
Advisory Agreement for Janus Twenty Fund dated July 1,
1997, is incorporated herein by reference to Exhibit
4(s) to Post-Effective Amendment No. 90, filed on
January 31, 2000 (File No. 2-34393).
(t) Amendment dated January 31, 2000 to the Investment
Advisory Agreement for Janus Enterprise Fund dated July
1, 1997, is incorporated herein by reference to Exhibit
4(t) to Post-Effective Amendment No. 90, filed on
January 31, 2000 (File No. 2-34393).
(u) Amendment dated January 31, 2000 to the Investment
Advisory Agreement for Janus Balanced Fund dated July 1,
1997, is incorporated herein by reference to Exhibit
4(u) to Post-Effective Amendment No. 90, filed on
January 31, 2000 (File No. 2-34393).
(v) Amendment dated January 31, 2000 to the Investment
Advisory Agreement for Janus Overseas Fund dated July 1,
1997, is incorporated herein by reference to Exhibit
4(v) to Post-Effective Amendment No. 90, filed on
January 31, 2000 (File No. 2-34393).
(w) Amendment dated January 31, 2000 to the Investment
Advisory Agreement for Janus Equity Income Fund dated
July 1, 1997, is incorporated herein by reference to
Exhibit 4(w) to Post-Effective Amendment No. 90, filed
on January 31, 2000 (File No. 2-34393).
(x) Amendment dated January 31, 2000 to the Investment
Advisory Agreement for Janus Global Life Sciences Fund
dated September 14, 1998, is incorporated herein by
reference to Exhibit 4(x) to Post-Effective Amendment
No. 90, filed on January 31, 2000 (File No. 2-34393).
(y) Amendment dated January 31, 2000 to the Investment
Advisory Agreement for Janus Global Technology Fund
dated September 14, 1998, is incorporated herein by
reference to Exhibit 4(y) to Post-Effective Amendment
No. 90, filed on January 31, 2000 (File No. 2-34393).
(z) Amendment dated January 31, 2000 to the Investment
Advisory Agreement for Janus Mercury Fund dated July 1,
1997, is incorporated herein by reference to Exhibit
4(z) of Post-Effective Amendment No. 90, filed on
January 31, 2000 (File No. 2-34393).
(aa) Amendment dated January 31, 2000 to the Investment
Advisory Agreement for Janus Olympus Fund dated July 1,
1997, is incorporated herein by reference to Exhibit
4(aa) to Post-Effective Amendment No. 90, filed on
January 31, 2000 (File No. 2-34393).
(bb) Amendment dated January 31, 2000 to the Investment
Advisory Agreement for Janus Special Situations Fund
dated July 1, 1997, filed as Exhibit 4(bb) to
Post-Effective Amendment No. 90, filed on January 31,
2000 (File No. 2-34393), has been withdrawn.
(cc) Amendment dated January 31, 2000 to the Investment
Advisory Agreement for Janus Strategic Value Fund dated
September 14, 1999, is incorporated herein by reference
to Exhibit 4(cc) to Post-Effective Amendment No. 90,
filed on January 31, 2000 (File No. 2-34393).
(dd) Amendment dated January 31, 2000 to the Investment
Advisory Agreement for Janus Venture Fund dated July 1,
1997, is incorporated herein by reference to Exhibit
4(dd) to Post-Effective Amendment No. 90, filed on
January 31, 2000 (File No. 2-34393).
(ee) Amendment dated January 31, 2000 to the Investment
Advisory Agreement for Janus Worldwide Fund dated July
1, 1997, is incorporated herein by reference to Exhibit
4(ee) to Post-Effective Amendment No. 90, filed on
January 31, 2000 (File No. 2-34393).
(ff) Form of Investment Advisory Agreement for Janus Orion
Fund is incorporated herein by reference to Exhibit
4(ff) to Post-Effective Amendment No. 92, filed on March
17, 2000 (File No. 2-34393).
(gg) Form of Investment Advisory Agreement for Janus Fund 2
filed as Exhibit 4(gg) to Post-Effective Amendment No.
95, filed on September 13, 2000 (File No. 2-34393), has
been withdrawn.
(hh) Form of Investment Advisory Agreement for Janus Global
Value Fund is incorporated herein by reference to
Exhibit 4(hh) to Post-Effective Amendment No. 98, filed
on March 15, 2001 (File No. 2-34393).
(ii) Form of Amendment dated July 31, 2001 to the Investment
Advisory Agreement for Janus Equity Income Fund dated
July 1, 1997, as amended January 31, 2000, is
incorporated herein by reference to Exhibit 4(ii) to
Post-Effective Amendment No. 99, filed on June 1, 2001
(File No. 2-34393).
(jj) Form of Investment Advisory Agreement for Janus
Institutional Cash Reserves Fund is incorporated herein
by reference to Exhibit 4(jj) to Post-Effective
Amendment No. 104, filed on February 28, 2002 (File No.
2-34393).
(kk) Form of Investment Advisory Agreement for Janus
Risk-Managed Stock Fund is incorporated herein by
reference to Exhibit 4(kk) to Post-Effective Amendment
No. 105, filed on December 13, 2002 (File No. 2-34393).
(ll) Form of Sub-Advisory Agreement for Janus Risk-Managed
Stock Fund is incorporated herein by reference to
Exhibit 4(ll) to Post-Effective Amendment No. 105, filed
on December 13, 2002 (File No. 2-34393).
(mm) Form of Investment Advisory Agreement for Janus Small
Cap Value Fund is incorporated herein by reference to
Exhibit 4(mm) to Post-Effective Amendment No. 106, filed
on January 3, 2003 (File No. 2-34393).
(nn) Form of Sub-Advisory Agreement for Janus Small Cap Value
Fund (pre-acquisition version) is incorporated herein by
reference to Exhibit 4(nn) to Post-Effective Amendment
No. 106, filed on January 3, 2003 (File No. 2-34393).
(oo) Form of Sub-Advisory Agreement for Janus Small Cap Value
Fund (post-acquisition version) is incorporated herein
by reference to Exhibit 4(oo) to Post-Effective
Amendment No. 106, filed on January 3, 2003 (File No.
2-34393).
(pp) Form of Investment Advisory Agreement for Janus Mid Cap
Value Fund is incorporated herein by reference to
Exhibit 4(pp) to Post-Effective Amendment No. 106, filed
on January 3, 2003 (File No. 2-34393).
(qq) Form of Sub-Advisory Agreement for Mid Cap Value Fund
(pre-acquisition version) is incorporated herein by
reference to Exhibit 4(qq) to Post-Effective Amendment
No. 106, filed on January 3, 2003 (File No. 2-34393).
(rr) Form of Sub-Advisory Agreement for Mid Cap Value Fund
(post-
acquisition version) is incorporated herein by reference
to Exhibit 4(rr) to Post-Effective Amendment No. 106,
filed on January 3, 2003 (File No. 2-34393).
(ss) Amendment to Investment Advisory Agreement for Janus
Global Value Fund is incorporated herein by reference to
Exhibit 4(ss) to Post-Effective Amendment No. 110, filed
on December 23, 2003 (File No. 2-34393).
(tt) Investment Advisory Agreement for Janus Balanced Fund
dated July 1, 2004 is incorporated herein by reference
to Exhibit 4(tt) to Post-Effective Amendment No. 112,
filed on December 10, 2004 (File No. 2-34393).
(uu) Investment Advisory Agreement for Janus Core Equity Fund
dated July 1, 2004 is incorporated herein by reference
to Exhibit 4(uu) to Post-Effective Amendment No. 112,
filed on December 10, 2004 (File No. 2-34393).
(vv) Investment Advisory Agreement for Janus Enterprise Fund
dated July 1, 2004 is incorporated herein by reference
to Exhibit 4(vv) to Post-Effective Amendment No. 112,
filed on December 10, 2004 (File No. 2-34393).
(ww) Investment Advisory Agreement for Janus Federal
Tax-Exempt Fund dated July 1, 2004 is incorporated
herein by reference to Exhibit 4(ww) to Post-Effective
Amendment No. 112, filed on December 10, 2004 (File No.
2-34393).
(xx) Investment Advisory Agreement for Janus Flexible Income
Fund dated July 1, 2004 is incorporated herein by
reference to Exhibit 4(xx) to Post-Effective Amendment
No. 112, filed on December 10, 2004 (File No. 2-34393).
(yy) Investment Advisory Agreement for Janus Global Life
Sciences Fund dated July 1, 2004 is incorporated herein
by reference to Exhibit 4(yy) to Post-Effective
Amendment No. 112, filed on December 10, 2004 (File No.
2-34393).
(zz) Investment Advisory Agreement for Janus Global
Opportunities Fund dated July 1, 2004 is incorporated
herein by reference to Exhibit 4(zz) to Post-Effective
Amendment No. 112, filed on December 10, 2004 (File No.
2-34393).
(aaa) Investment Advisory Agreement for Janus Global
Technology Fund dated July 1, 2004 is incorporated
herein by reference to
Exhibit 4(aaa) to Post-Effective Amendment No. 112,
filed on December 10, 2004 (File No. 2-34393).
(bbb) Investment Advisory Agreement for Janus Growth and
Income Fund dated July 1, 2004 is incorporated herein by
reference to Exhibit 4(bbb) to Post-Effective Amendment
No. 112, filed on December 10, 2004 (File No. 2-34393).
(ccc) Investment Advisory Agreement for Janus High-Yield Fund
dated July 1, 2004 is filed incorporated herein by
reference to Exhibit 4(ccc) to Post-Effective Amendment
No. 112, filed on December 10, 2004 (File No. 2-34393).
(ddd) Investment Advisory Agreement for Janus Fund dated July
1, 2004 is incorporated herein by reference to Exhibit
4(ddd) to Post-Effective Amendment No. 112, filed on
December 10, 2004 (File No. 2-34393).
(eee) Investment Advisory Agreement for Janus Mercury Fund
dated July 1, 2004 is incorporated herein by reference
to Exhibit 4(eee) to Post-Effective Amendment No. 112,
filed on December 10, 2004 (File No. 2-34393).
(fff) Investment Advisory Agreement for Janus Mid Cap Value
Fund dated July 1, 2004 is incorporated herein by
reference to Exhibit 4(fff) to Post-Effective Amendment
No. 112, filed on December 10, 2004 (File No. 2-34393).
(ggg) Investment Advisory Agreement for Janus Olympus Fund
dated July 1, 2004 is incorporated herein by reference
to Exhibit 4(ggg) to Post-Effective Amendment No. 112,
filed on December 10, 2004 (File No. 2-34393).
(hhh) Investment Advisory Agreement for Janus Orion Fund dated
July 1, 2004 is incorporated herein by reference to
Exhibit 4(hhh) to Post-Effective Amendment No. 112,
filed on December 10, 2004 (File No. 2-34393).
(iii) Investment Advisory Agreement for Janus Overseas Fund
dated July 1, 2004 is incorporated herein by reference
to Exhibit 4(iii) to Post-Effective Amendment No. 112,
filed on December 10, 2004 (File No. 2-34393).
(jjj) Investment Advisory Agreement for Janus Risk-Managed
Stock Fund dated July 1, 2004 is incorporated herein by
reference to Exhibit 4(jjj) to Post-Effective Amendment
No. 112, filed on December 10, 2004 (File No. 2-34393).
(kkk) Investment Advisory Agreement for Janus Short-Term Bond
Fund dated July 1, 2004 is incorporated herein by
reference to Exhibit 4(kkk) to Post-Effective Amendment
No. 112, filed on December 10, 2004 (File No. 2-34393).
(lll) Investment Advisory Agreement for Janus Small Cap Value
Fund dated July 1, 2004 is incorporated herein by
reference to Exhibit 4(lll) to Post-Effective Amendment
No. 112, filed on December 10, 2004 (File No. 2-34393).
(mmm) Investment Advisory Agreement for Janus Special Equity
Fund dated July 1, 2004 is incorporated herein by
reference to Exhibit 4(mmm) to Post-Effective Amendment
No. 112, filed on December 10, 2004 (File No. 2-34393).
(nnn) Investment Advisory Agreement for Janus Twenty Fund
dated July 1, 2004 is incorporated herein by reference
to Exhibit 4(nnn) to Post-Effective Amendment No. 112,
filed on December 10, 2004 (File No. 2-34393).
(ooo) Investment Advisory Agreement for Janus Venture Fund
dated July 1, 2004 is incorporated herein by reference
to Exhibit 4(ooo) to Post-Effective Amendment No. 112,
filed on December 10, 2004 (File No. 2-34393).
(ppp) Investment Advisory Agreement for Janus Worldwide Fund
dated July 1, 2004 is incorporated herein by reference
to Exhibit 4(ppp) to Post-Effective Amendment No. 112,
filed on December 10, 2004 (File No. 2-34393).
(qqq) Amendment to Investment Advisory Agreement for Janus
Special Equity Fund dated September 30, 2004 is
incorporated herein by reference to Exhibit 4(qqq) to
Post-Effective Amendment No. 112, filed on December 10,
2004 (File No. 2-34393).
(rrr) Investment Advisory Agreement for Janus Explorer Fund
dated December 2, 2004 is incorporated herein by
reference to Exhibit 4(rrr) to Post-Effective Amendment
No. 112, filed on December 10, 2004 (File No. 2-34393).
(sss) Investment Advisory Agreement for Janus Research Fund
dated
December 2, 2004 is incorporated herein by reference to
Exhibit 4(sss) to Post-Effective Amendment No. 112,
filed on December 10, 2004 (File No. 2-34393).
(ttt) Amendment to Investment Advisory Agreement for Janus
Explorer Fund is incorporated herein by reference to
Exhibit 4(ttt) to Post-Effective Amendment No. 113,
filed on February 24, 2005 (File No. 2-34393).
(uuu) Amendment to Investment Advisory Agreement for Janus
Flexible Income Fund dated February 28, 2005 is
incorporated herein by reference to Exhibit 4(uuu) to
Post-Effective Amendment No. 114, filed on October 14,
2005 (File No. 2-34393).
(vvv) Form of Investment Advisory Agreement for Janus Smart
Portfolio - Growth is incorporated herein by reference
to Exhibit 4(vvv) to Post-Effective Amendment No. 114,
filed on October 14, 2005 (File No. 2-34393).
(www) Form of Investment Advisory Agreement for Janus Smart
Portfolio - Moderate is incorporated herein by reference
to Exhibit 4(www) to Post-Effective Amendment No. 114,
filed on October 14, 2005 (File No. 2-34393).
(xxx) Form of Investment Advisory Agreement for Janus Smart
Portfolio - Conservative is incorporated herein by
reference to Exhibit 4(xxx) to Post-Effective Amendment
No. 114, filed on October 14, 2005 (File No. 2-34393).
(yyy) Investment Advisory Agreement for Janus Fund dated July
1, 2004, as amended February 1, 2006, is incorporated
herein by reference to Exhibit 4(yyy) to Post-Effective
Amendment No. 117, filed on February 27, 2006 (File No.
2-34393).
(zzz) Investment Advisory Agreement for Janus Enterprise Fund
dated July 1, 2004, as amended February 1, 2006, is
incorporated herein by reference to Exhibit 4(zzz) to
Post-Effective Amendment No. 117, filed on February 27,
2006 (File No. 2-34393).
(aaaa) Investment Advisory Agreement for Janus Mercury Fund
dated July 1, 2004, as amended February 1, 2006, is
incorporated herein by reference to Exhibit 4(aaaa) to
Post-Effective Amendment No. 117, filed on February 27,
2006 (File No. 2-34393).
(bbbb) Investment Advisory Agreement for Janus Olympus Fund
dated July 1, 2004, as amended February 1, 2006, is
incorporated herein
by reference to Exhibit 4(bbbb) to Post-Effective
Amendment No. 117, filed on February 27, 2006 (File No.
2-34393).
(cccc) Investment Advisory Agreement for Janus Orion Fund dated
July 1, 2004, as amended February 1, 2006, is
incorporated herein by reference to Exhibit 4(cccc) to
Post-Effective Amendment No. 117, filed on February 27,
2006 (File No. 2-34393).
(dddd) Investment Advisory Agreement for Janus Triton Fund
dated December 2, 2004, as amended February 1, 2006, is
incorporated herein by reference to Exhibit 4(dddd) to
Post-Effective Amendment No. 117, filed on February 27,
2006 (File No. 2-34393).
(eeee) Investment Advisory Agreement for Janus Twenty Fund
dated July 1, 2004, as amended February 1, 2006, is
incorporated herein by reference to Exhibit 4(eeee) to
Post-Effective Amendment No. 117, filed on February 27,
2006 (File No. 2-34393).
(ffff) Investment Advisory Agreement for Janus Venture Fund
dated July 1, 2004, as amended February 1, 2006, is
incorporated herein by reference to Exhibit 4(ffff) to
Post-Effective Amendment No. 117, filed on February 27,
2006 (File No. 2-34393).
(gggg) Investment Advisory Agreement for Janus Global Life
Sciences Fund dated July 1, 2004, as amended February 1,
2006, is incorporated herein by reference to Exhibit
4(gggg) to Post-Effective Amendment No. 117, filed on
February 27, 2006 (File No. 2-34393).
(hhhh) Investment Advisory Agreement for Janus Global
Technology Fund dated July 1, 2004, as amended February
1, 2006, is incorporated herein by reference to Exhibit
4(hhhh) to Post-Effective Amendment No. 117, filed on
February 27, 2006 (File No. 2-34393).
(iiii) Investment Advisory Agreement for Janus Balanced Fund
dated July 1, 2004, as amended February 1, 2006, is
incorporated herein by reference to Exhibit 4(iiii) to
Post-Effective Amendment No. 117, filed on February 27,
2006 (File No. 2-34393).
(jjjj) Investment Advisory Agreement for Janus Contrarian Fund
dated July 1, 2004, as amended February 1, 2006, is
incorporated herein by reference to Exhibit 4(jjjj) to
Post-Effective Amendment No. 117, filed on February 27,
2006 (File No. 2-34393).
(kkkk) Investment Advisory Agreement for Janus Core Equity Fund
dated July 1, 2004, as amended February 1, 2006, is
incorporated herein by reference to Exhibit 4(kkkk) to
Post-Effective Amendment No. 117, filed on February 27,
2006 (File No. 2-34393).
(llll) Investment Advisory Agreement for Janus Growth and
Income Fund dated July 1, 2004, as amended February 1,
2006, is incorporated herein by reference to Exhibit
4(llll) to Post-Effective Amendment No. 117, filed on
February 27, 2006 (File No. 2-34393).
(mmmm) Investment Advisory Agreement for Janus Research Fund
dated December 2, 2004, as amended January 1, 2006, is
incorporated herein by reference to Exhibit 4(mmmm) to
Post-Effective Amendment No. 117, filed on February 27,
2006 (File No. 2-34393).
(nnnn) Investment Advisory Agreement for Janus Risk-Managed
Stock Fund dated July 1, 2004, as amended January 1,
2006, is incorporated herein by reference to Exhibit
4(nnnn) to Post-Effective Amendment No. 117, filed on
February 27, 2006 (File No. 2-34393).
(oooo) Investment Advisory Agreement for Janus Mid Cap Value
Fund dated July 1, 2004, as amended February 1, 2006, is
incorporated herein by reference to Exhibit 4(oooo) to
Post-Effective Amendment No. 117, filed on February 27,
2006 (File No. 2-34393).
(pppp) Investment Advisory Agreement for Janus Global
Opportunities Fund dated July 1, 2004, as amended
February 1, 2006, is incorporated herein by reference to
Exhibit 4(pppp) to Post-Effective Amendment No. 117,
filed on February 27, 2006 (File No. 2-34393).
(qqqq) Investment Advisory Agreement for Janus Overseas Fund
dated July 1, 2004, as amended February 1, 2006, is
incorporated herein by reference to Exhibit 4(qqqq) to
Post-Effective Amendment No. 117, filed on February 27,
2006 (File No. 2-34393).
(rrrr) Investment Advisory Agreement for Janus Worldwide Fund
dated July 1, 2004, as amended February 1, 2006, is
incorporated herein by reference to Exhibit 4(rrrr) to
Post-Effective Amendment No. 117, filed on February 27,
2006 (File No. 2-34393).
(ssss) Investment Advisory Agreement for Janus Flexible Bond
Fund
dated July 1, 2004, as amended February 1, 2006, is
incorporated herein by reference to Exhibit 4(ssss) to
Post-Effective Amendment No. 117, filed on February 27,
2006 (File No. 2-34393).
(tttt) Investment Advisory Agreement for Janus High-Yield Fund
dated July 1, 2004, as amended February 1, 2006, is
incorporated herein by reference to Exhibit 4(tttt) to
Post-Effective Amendment No. 117, filed on February 27,
2006 (File No. 2-34393).
(uuuu) Investment Advisory Agreement for Janus Short-Term Bond
Fund dated July 1, 2004, as amended February 1, 2006, is
incorporated herein by reference to Exhibit 4(uuuu) to
Post-Effective Amendment No. 117, filed on February 27,
2006 (File No. 2-34393).
(vvvv) Investment Advisory Agreement for Janus Federal
Tax-Exempt Fund dated July 1, 2004, as amended February
1, 2006, is incorporated herein by reference to Exhibit
4(vvvv) to Post-Effective Amendment No. 117, filed on
February 27, 2006 (File No. 2-34393).
(wwww) Investment Advisory Agreement for Janus Money Market
Fund dated April 3, 2002, as amended February 1, 2006,
is incorporated herein by reference to Exhibit 4(wwww)
to Post-Effective Amendment No. 117, filed on February
27, 2006 (File No. 2-34393).
(xxxx) Investment Advisory Agreement for Janus Government Money
Market Fund dated April 3, 2002, as amended February 1,
2006, is incorporated herein by reference to Exhibit
4(xxxx) to Post-Effective Amendment No. 117, filed on
February 27, 2006 (File No. 2-34393).
(yyyy) Investment Advisory Agreement for Janus Tax-Exempt Money
Market Fund dated April 3, 2002, as amended February 1,
2006, is incorporated herein by reference to Exhibit
4(yyyy) to Post-Effective Amendment No. 117, filed on
February 27, 2006 (File No. 2-34393).
(zzzz) Investment Advisory Agreement for Janus Institutional
Cash Reserves Fund dated April 3, 2002, as amended
February 1, 2006, is incorporated herein by reference to
Exhibit 4(zzzz) to Post-Effective Amendment No. 117,
filed on February 27, 2006 (File No. 2-34393).
(aaaaa) Sub-Advisory Agreement for Janus Risk-Managed Stock Fund
dated July 1, 2004, as amended January 1, 2006, is
incorporated herein by reference to Exhibit 4(aaaaa) to
Post-Effective Amendment No. 117, filed on February 27,
2006 (File No. 2-34393).
(bbbbb) Form of Amendment to Investment Advisory Agreement for
Janus Risk-Managed Stock Fund is incorporated herein by
reference to Exhibit 4(bbbbb) to Post-Effective
Amendment No. 117, filed on February 27, 2006 (File No.
2-34393).
(ccccc) Form of Amendment to Sub-Advisory Agreement for Janus
Risk-Managed Stock Fund is incorporated herein by
reference to Exhibit 4(ccccc) to Post-Effective
Amendment No. 117, filed on February 27, 2006 (File No.
2-34393).
(ddddd) Amendment to Investment Advisory Agreement for Janus
Balanced Fund dated June 14, 2006 is incorporated herein
by reference to Exhibit 4(ddddd) to Post-Effective
Amendment No. 119, filed on December 19, 2006 (File No.
2-34393).
(eeeee) Amendment to Investment Advisory Agreement for Janus
Contrarian Fund dated June 14, 2006 is incorporated
herein by reference to Exhibit 4(eeeee) to
Post-Effective Amendment No. 119, filed on December 19,
2006 (File No. 2-34393).
(fffff) Amendment to Investment Advisory Agreement for Janus
Core Equity Fund dated June 14, 2006 is incorporated
herein by reference to Exhibit 4(fffff) to
Post-Effective Amendment No. 119, filed on December 19,
2006 (File No. 2-34393).
(ggggg) Amendment to Investment Advisory Agreement for Janus
Enterprise Fund dated June 14, 2006 is incorporated
herein by reference to Exhibit 4(ggggg) to
Post-Effective Amendment No. 119, filed on December 19,
2006 (File No. 2-34393).
(hhhhh) Amendment to Investment Advisory Agreement for Janus
Federal Tax-Exempt Fund dated June 14, 2006 is
incorporated herein by reference to Exhibit 4(hhhhh) to
Post-Effective Amendment No. 119, filed on December 19,
2006 (File No. 2-34393).
(iiiii) Amendment to Investment Advisory Agreement for Janus
Flexible Bond Fund dated June 14, 2006 is incorporated
herein by reference to Exhibit 4(iiiii) to
Post-Effective Amendment No. 119, filed on December 19,
2006 (File No. 2-34393).
(jjjjj) Amendment to Investment Advisory Agreement for Janus
Fund dated June 14, 2006 is incorporated herein by
reference to Exhibit 4(jjjjj) to Post-Effective
Amendment No. 119, filed on December 19, 2006 (File No.
2-34393).
(kkkkk) Amendment to Investment Advisory Agreement for Janus
Global Life Sciences Fund dated June 14, 2006 is
incorporated herein by reference to Exhibit 4(kkkkk) to
Post-Effective Amendment No. 119, filed on December 19,
2006 (File No. 2-34393).
(lllll) Amendment to Investment Advisory Agreement for Janus
Global Opportunities Fund dated June 14, 2006 is
incorporated herein by reference to Exhibit 4(lllll) to
Post-Effective Amendment No. 119, filed on December 19,
2006 (File No. 2-34393).
(mmmmm) Amendment to Investment Advisory Agreement for Janus
Global Technology Fund dated June 14, 2006 is
incorporated herein by reference to Exhibit 4(mmmmm) to
Post-Effective Amendment No. 119, filed on December 19,
2006 (File No. 2-34393).
(nnnnn) Amendment to Investment Advisory Agreement for Janus
Growth and Income Fund dated June 14, 2006 is
incorporated herein by reference to Exhibit 4(nnnnn) to
Post-Effective Amendment No. 119, filed on December 19,
2006 (File No. 2-34393).
(ooooo) Amendment to Investment Advisory Agreement for Janus
High-Yield Fund dated June 14, 2006 is incorporated
herein by reference to Exhibit 4(ooooo) to
Post-Effective Amendment No. 119, filed on December 19,
2006 (File No. 2-34393).
(ppppp) Amendment to Investment Advisory Agreement for Janus
Mercury Fund dated June 14, 2006 is incorporated herein
by reference to Exhibit 4(ppppp) to Post-Effective
Amendment No. 119, filed on December 19, 2006 (File No.
2-34393).
(qqqqq) Amendment to Investment Advisory Agreement for Janus Mid
Cap Value Fund dated June 14, 2006 is incorporated
herein by reference to Exhibit 4(qqqqq) to
Post-Effective Amendment No. 119, filed on December 19,
2006 (File No. 2-34393).
(rrrrr) Amendment to Investment Advisory Agreement for Janus
Orion Fund dated June 14, 2006 is incorporated herein by
reference to Exhibit 4(rrrrr) to Post-Effective
Amendment No. 119, filed on December 19, 2006 (File No.
2-34393).
(sssss) Amendment to Investment Advisory Agreement for Janus
Overseas Fund dated June 14, 2006 is incorporated herein
by reference to Exhibit 4(sssss) to Post-Effective
Amendment No. 119, filed on December 19, 2006 (File No.
2-34393).
(ttttt) Amendment to Investment Advisory Agreement for Janus
Research Fund dated June 14, 2006 is incorporated herein
by reference to Exhibit 4(ttttt) to Post-Effective
Amendment No. 119, filed on December 19, 2006 (File No.
2-34393).
(uuuuu) Amendment to Investment Advisory Agreement for INTECH
Risk-Managed Stock Fund dated June 14, 2006 is
incorporated herein by reference to Exhibit 4(uuuuu) to
Post-Effective Amendment No. 119, filed on December 19,
2006 (File No. 2-34393).
(vvvvv) Amendment to Investment Advisory Agreement for Janus
Short-Term Bond Fund dated June 14, 2006 is incorporated
herein by reference to Exhibit 4(vvvvv) to
Post-Effective Amendment No. 119, filed on December 19,
2006 (File No. 2-34393).
(wwwww) Amendment to Investment Advisory Agreement for Janus
Small Cap Value Fund dated June 14, 2006 is incorporated
herein by reference to Exhibit 4(wwwww) to
Post-Effective Amendment No. 119, filed on December 19,
2006 (File No. 2-34393).
(xxxxx) Amendment to Investment Advisory Agreement for Janus
Smart Portfolio - Conservative dated June 14, 2006 is
inorporated herein by reference to Exhibit 4(xxxxx) to
Post-Effective Amendment No. 119, filed on December 19,
2006 (File No. 2-34393).
(yyyyy) Amendment to Investment Advisory Agreement for Janus
Smart Portfolio - Growth dated June 14, 2006 is
incorporated herein by reference to Exhibit 4(yyyyy) to
Post-Effective Amendment No. 119, filed on December 19,
2006 (File No. 2-34393).
(zzzzz) Amendment to Investment Advisory Agreement for Janus
Smart Portfolio - Moderate dated June 14, 2006 is
incorporated herein by reference to Exhibit 4(zzzzz) to
Post-Effective Amendment No. 119, filed on December 19,
2006 (File No. 2-34393).
(aaaaaa) Amendment to Investment Advisory Agreement for Janus
Triton Fund dated June 14, 2006 is incorporated herein
by reference to Exhibit 4(aaaaaa) to Post-Effective
Amendment No. 119, filed on December 19, 2006 (File No.
2-34393).
(bbbbbb) Amendment to Investment Advisory Agreement for Janus
Twenty Fund dated June 14, 2006 is incorporated herein
by reference to Exhibit 4(bbbbbb) to Post-Effective
Amendment No. 119, filed on December 19, 2006 (File No.
2-34393).
(cccccc) Amendment to Investment Advisory Agreement for Janus
Venture Fund dated June 14, 2006 is incorporated herein
by reference to Exhibit 4(cccccc) to Post-Effective
Amendment No. 119, filed on December 19, 2006 (File No.
2-34393).
(dddddd) Amendment to Investment Advisory Agreement for Janus
Worldwide Fund dated June 14, 2006 is incorporated
herein by reference to Exhibit 4(dddddd) to
Post-Effective Amendment No. 119, filed on December 19,
2006 (File No. 2-34393).
(eeeeee) Amendment to Sub-Advisory Agreement for Janus Mid Cap
Value Fund dated June 14, 2006 is incorporated herein by
reference to Exhibit 4(eeeeee) to Post-Effective
Amendment No. 119, filed on December 19, 2006 (File No.
2-34393).
(ffffff) Amendment to Sub-Advisory Agreement for Janus Small Cap
Value Fund dated June 14, 2006 is incorporated herein by
reference to Exhibit 4(ffffff) to Post-Effective
Amendment No. 119, filed on December 19, 2006 (File No.
2-34393).
(gggggg) Amendment to Investment Advisory Agreement for Janus
Core Equity Fund dated June 30, 2006 is incorporated
herein by reference to Exhibit 4(gggggg) to
Post-Effective Amendment No. 119, filed on December 19,
2006 (File No. 2-34393).
(hhhhhh) Form of Agreement and Plan of Reorganization is
incorporated herein by reference to Exhibit 4 to N-14/A
Pre-Effective Amendment No. 1, filed on August 8, 2006
(File No. 2-34393).
(iiiiii) Amendment to Investment Advisory Agreement for Janus
Mercury Fund dated December 31, 2006 is incorporated
herein by reference to Exhibit 4(iiiiii) to
Post-Effective Amendment No. 120, filed on February 28,
2007 (File No. 2-34393).
(jjjjjj) Amendment to Investment Advisory Agreement for Janus
Research Fund dated December 31, 2006 is incorporated
herein by reference to Exhibit 4(jjjjjj) to
Post-Effective Amendment No. 120, filed on February 28,
2007 (File No. 2-34393).
(kkkkkk) Amendment to Sub-Advisory Agreement for INTECH
Risk-Managed Stock Fund dated January 1, 2008 is
incorporated herein
by reference to Exhibit 4(kkkkkk) to Post-Effective
Amendment No. 122, filed on February 28, 2008 (File No.
2-34393).
(llllll) Amended and Restated Investment Advisory Agreement for
Perkins Mid Cap Value Fund dated December 31, 2008 is
incorporated herein by reference to Exhibit 4(llllll) to
Post-Effective Amendment No. 123, filed on February 27,
2009 (File No. 2-34393).
(mmmmmm) Amended and Restated Investment Advisory Agreement for
Perkins Small Cap Value Fund dated December 31, 2008 is
incorporated herein by reference to Exhibit 4(mmmmmm) to
Post-Effective Amendment No. 123, filed on February 27,
2009 (File No. 2-34393).
(nnnnnn) Sub-Advisory Agreement for Perkins Mid Cap Value Fund
dated December 31, 2008 is incorporated herein by
reference to Exhibit 4(nnnnnn) to Post-Effective
Amendment No. 123, filed on February 27, 2009 (File No.
2-34393).
(oooooo) Sub-Advisory Agreement for Perkins Small Cap Value Fund
dated December 31, 2008 is incorporated herein by
reference to Exhibit 4(oooooo) to Post-Effective
Amendment No. 123, filed on February 27, 2009 (File No.
2-34393).
(pppppp) Form of Investment Advisory Agreement is incorporated
herein by reference to Exhibit 6(pppppp) to Form N-14,
filed on March 17, 2009 (File No. 333-158026).
Exhibit 7 (a) Distribution Agreement between Janus Investment Fund and
Janus Distributors, Inc., dated July 1, 1997, is
incorporated herein by reference to Exhibit 6 to
Post-Effective Amendment No. 83, filed on December 15,
1997 (File No. 2-34393).
(b) Distribution Agreement between Janus Investment Fund and
Janus Distributors LLC, dated June 18, 2002, is
incorporated herein by reference to Exhibit 5(b) to
Post-Effective Amendment No. 105, filed on December 13,
2002 (File No. 2-34393).
(c) Amendment to Amended and Restated Distribution Agreement
between Janus Investment Fund and Janus Distributors
LLC, dated June 14, 2006, is incorporated herein by
reference to Exhibit 5(c) to Post-Effective Amendment
No. 119, filed on December 19, 2006 (File No. 2-34393).
(d) Amendment to Amended and Restated Distribution Agreement
between Janus Investment Fund and Janus Distributors
LLC, dated
January 1, 2008, is incorporated herein by reference to
Exhibit 5(d) to Post-Effective Amendment No. 122, filed
on February 28, 2008 (File No. 2-34393).
Exhibit 8 Not Applicable.
Exhibit 9 (a) Custodian Contract between Janus Investment Fund and
State Street Bank and Trust Company is incorporated
herein by reference to Exhibit 8(a) to Post-Effective
Amendment No. 79, filed on December 18, 1996 (File No.
2-34393).
(b) Amendment dated April 25, 1990, of State Street
Custodian Contract is incorporated herein by reference
to Exhibit 8(b) to Post-Effective Amendment No. 79,
filed on December 18, 1996 (File No. 2-34393).
(c) Letter Agreement dated February 1, 1991, regarding State
Street Custodian Contract is incorporated herein by
reference to Exhibit 8(c) to Post-Effective Amendment
No. 79, filed on December 18, 1996 (File No. 2-34393).
(d) Custodian Contract between Janus Investment Fund and
Investors Fiduciary Trust Company filed as Exhibit 8(d)
to Post-Effective Amendment No. 79, filed on December
18, 1996 (File No. 2-34393), has been withdrawn.
(e) Letter Agreement dated October 9, 1992, regarding State
Street Custodian Agreement is incorporated herein by
reference to Exhibit 8(e) to Post-Effective Amendment
No. 81, filed on June 26, 1997 (File No. 2-34393).
(f) Letter Agreement dated April 28, 1993, regarding State
Street Custodian Agreement is incorporated herein by
reference to Exhibit 8(f) to Post-Effective Amendment
No. 81, filed on June 26, 1997 (File No. 2-34393).
(g) Letter Agreement dated April 4, 1994, regarding State
Street Custodian Agreement is incorporated herein by
reference to Exhibit 8(g) to Post-Effective Amendment
No. 81, filed on June 26, 1997 (File No. 2-34393).
(h) Form of Custody Agreement between Janus Investment Fund,
on behalf of Janus Money Market Fund, Janus Government
Money Market Fund and Janus Tax-Exempt Money Market
Fund, and United Missouri Bank, N.A. filed as Exhibit
8(h) to Post-Effective Amendment No. 81, filed on June
26, 1997 (File No. 2-34393), has been withdrawn.
(i) Letter Agreement dated December 12, 1995, regarding
State Street Custodian Contract is incorporated herein
by reference to Exhibit 8(i) to Post-Effective Amendment
No. 72, filed on March 15, 1996 (File No. 2-34393).
(j) Amendment dated October 11, 1995, of State Street
Custodian Contract is incorporated herein by reference
to Exhibit 8(j) to Post-Effective Amendment No. 71,
filed on December 20, 1995 (File No. 2-34393).
(k) Form of Amendment dated September 10, 1996, of State
Street Custodian Contract is incorporated herein by
reference to Exhibit 8(k) to Post-Effective Amendment
No. 75, filed on September 11, 1996 (File No. 2-34393).
(l) Letter Agreement dated September 10, 1996, regarding
State Street Custodian Contract is incorporated herein
by reference to Exhibit 8(l) to Post-Effective Amendment
No. 75, filed on September 11, 1996 (File No. 2-34393).
(m) Form of Subcustodian Contract between United Missouri
Bank, N.A., and State Street Bank and Trust Company is
incorporated herein by reference to Exhibit 8(m) to
Post-Effective Amendment No. 75, filed on September 11,
1996 (File No. 2-34393).
(n) Form of Letter Agreement dated September 9, 1997,
regarding State Street Custodian Contract is
incorporated herein by reference to Exhibit 8(n) to
Post-Effective Amendment No. 82, filed on September 16,
1997 (File No. 2-34393).
(o) Form of Letter Agreement dated September 14, 1998,
regarding State Street Custodian Contract is
incorporated herein by reference to Exhibit 7(o) to
Post-Effective Amendment No. 85, filed on September 10,
1998 (File No. 2-34393).
(p) Letter Agreement dated September 14, 1999, regarding
State Street Custodian Contract is incorporated herein
by reference to Exhibit 7(p) to Post-Effective Amendment
No. 88, filed on November 15, 1999 (File No. 2-34393).
(q) Global Custody Services Agreement between Janus
Investment Fund, on behalf of Janus Money Market Fund,
Janus Government Money Market Fund and Janus Tax-Exempt
Money Market Fund, and Citibank, N.A. dated March 15,
1999 is incorporated herein by reference to Exhibit 7(q)
to Post-Effective Amendment No. 88, filed on November
15, 1999 (File No. 2-34393).
(r) Form of Letter Agreement dated April 3, 2000, regarding
State Street Custodian Contract is incorporated herein
by reference to Exhibit 7(r) to Post-Effective Amendment
No. 92, filed on March 17, 2000 (File No. 2-34393).
(s) Form of Letter Agreement dated September 26, 2000,
regarding State Street Custodian Contract filed as
Exhibit 7(s) to Post-Effective Amendment No. 95, filed
on September 13, 2000 (File No. 2-34393), has been
withdrawn.
(t) Amendment to State Street Bank and Trust Company
Custodian Contract dated April 10, 2000 is incorporated
herein by reference to Exhibit 7(t) to Post-Effective
Amendment No. 96, filed on December 18, 2000 (File No.
2-34393).
(u) Foreign Custody Amendment to State Street Bank and Trust
Company Custodian Contract dated December 5, 2000 is
incorporated herein by reference to Exhibit 7(u) to
Post-Effective Amendment No. 96, filed on December 18,
2000 (File No. 2-34393).
(v) Foreign Custody Manager Addendum to Global Custodial
Services Agreement dated December 5, 2000 is
incorporated herein by reference to Exhibit 7(v) to
Post-Effective Amendment No. 96, filed on December 18,
2000 (File No. 2-34393).
(w) Form of Amendment to State Street Bank and Trust Company
Custodian Contract dated December 5, 2000 is
incorporated herein by reference to Exhibit 7(w) to
Post-Effective Amendment No. 96, filed on December 18,
2000 (File No. 2-34393).
(x) Form of Amendment to State Street Bank and Trust Company
Custodian Contract dated December 5, 2000 is
incorporated herein by reference to Exhibit 7(x) to
Post-Effective Amendment No. 96, filed on December 18,
2000 (File No. 2-34393).
(y) Form of Letter Agreement dated June 29, 2001, regarding
State Street Bank and Trust Custodian Contract is
incorporated herein
by reference to Exhibit 7(y) to Post-Effective Amendment
No. 98, filed on March 15, 2001 (File No. 2-34393).
(z) Form of Letter Agreement dated July 31, 2001 regarding
State Street Bank and Trust Custodian Contract is
incorporated herein by reference to Exhibit 7(z) to
Post-Effective Amendment No. 99, filed on June 1, 2001
(File No. 2-34393).
(aa) Amendment to State Street Bank and Trust Company
Custodian Contract dated June 15, 2001 is incorporated
herein by reference to Exhibit 7(aa) to Post-Effective
Amendment No. 100, filed on July 31, 2001 (File No.
2-34393).
(bb) Amendment to State Street Bank and Trust Company
Custodian Contract dated June 21, 1988 is incorporated
herein by reference to Exhibit 7(bb) to Post-Effective
Amendment No. 103, filed on February 22, 2002 (File No.
2-34393).
(cc) Form of Letter Agreement regarding Citibank, N.A.
Custodian Contract is incorporated herein by reference
to Exhibit 7(cc) to Post-Effective Amendment No. 104,
filed on February 28, 2002 (File No. 2-34393).
(dd) Form of Amendment to Subcustodian Contract between
Citibank, N.A. and State Street Bank and Trust Company
is incorporated herein by reference to Exhibit 7(dd) to
Post-Effective Amendment No. 104, filed on February 28,
2002 (File No. 2-34393).
(ee) Form of Letter Agreement dated February 28, 2003,
regarding State Street Bank and Trust Company Custodian
Contract is incorporated herein by reference as Exhibit
7(ee) to Post-Effective Amendment No. 105, filed on
December 13, 2002 (File No. 2-34393).
(ff) Form of Letter Agreement dated March 21, 2003, regarding
State Street Bank and Trust Company Custodian Contract
is incorporated herein by reference to Exhibit 7(ff) to
Post-Effective Amendment No. 106, filed on January 3,
2003 (File No. 2-34393).
(gg) Form of Letter Agreement dated December 5, 2003, with
regard to Janus Global Opportunities Fund, with State
Street Bank and Trust Company, is incorporated herein by
reference to Exhibit 7(gg) to Post-Effective Amendment
No. 110, filed on December 23, 2003 (File No. 2-34393).
(hh) Form of Letter Agreement dated February 25, 2005,
regarding
State Street Bank and Trust Company Custodian Contract
is incorporated herein by reference to Exhibit 7(hh) to
Post-Effective Amendment No. 112, filed on December 10,
2004 (File No. 2-34393).
(ii) Amendment to Custodian Contract dated January 21, 2005,
between Janus Investment Fund, on behalf of its
Portfolios, and State Street Bank and Trust Company is
incorporated herein by reference to Exhibit 7(ii) to
Post-Effective Amendment No. 113, filed on February 24,
2005 (File No. 2-34393).
(jj) Amendment to Global Custodial Services Agreement dated
January 14, 2005, between Janus Investment Fund, on
behalf of Janus Money Market Fund, Janus Government
Money Market Fund and Janus Tax-Exempt Money Market
Fund, and Citibank, N.A. is incorporated herein by
reference to Exhibit 7(jj) to Post-Effective Amendment
No. 113, filed on February 24, 2005 (File No. 2-34393).
(kk) Form of Letter Agreement in regards to Janus Explorer
Fund, with State Street Bank and Trust Company is
incorporated herein by reference to Exhibit 7(kk) to
Post-Effective Amendment No. 113, filed on February 24,
2005 (File No. 2-34393).
(ll) Letter Agreement in regards to Janus Flexible Income
Fund, with State Street Bank and Trust Company is
incorporated herein by reference to Exhibit 7(ll) to
Post-Effective Amendment No. 114, filed on October 14,
2005 (File No. 2-34393).
(mm) Amended and Restated Custodian Contract dated August 1,
2005, between Janus Investment Fund and State Street
Bank and Trust Company is incorporated herein by
reference to Exhibit 7(mm) to Post-Effective Amendment
No. 114, filed on October 14, 2005 (File No. 2-34393).
(nn) Form of Letter Agreement in regards to Janus Smart
Portfolio - Growth, Janus Smart Portfolio - Moderate and
Janus Smart Portfolio - Conservative, with State Street
Bank and Trust Company is incorporated herein by
reference to Exhibit 7(nn) to Post-Effective Amendment
No. 114, filed on October 14, 2005 (File No. 2-34393).
(oo) Form of Letter Agreement with State Street Bank and
Trust Company regarding Janus Risk-Managed Stock Fund is
incorporated herein by reference to Exhibit 7(oo) to
Post-Effective Amendment No. 117, filed on February 27,
2006 (File No. 2-34393).
(pp) Letter Agreement in regards to Janus Core Equity Fund,
with State Street Bank and Trust Company is incorporated
herein by reference to Exhibit 7(pp) to Post-Effective
Amendment No. 119, filed on December 19, 2006 (File No.
2-34393).
Exhibit 10 (a) Form of plan for Janus Money Market Fund, Janus
Government Money Market Fund and Janus Tax-Exempt Money
Market Fund pursuant to Rule 18f-3 setting forth the
separate arrangement and expense allocation of each
class of such Funds filed as Exhibit 18 to
Post-Effective Amendment No. 66, filed on April 13, 1995
(File No. 2-34393), has been withdrawn.
(b) Restated form of Rule 18f-3 Plan for Janus Money Market
Fund, Janus Government Money Market Fund and Janus
Tax-Exempt Money Market Fund is incorporated herein by
reference to Exhibit 18(b) to Post-Effective Amendment
No. 69, filed on September 28, 1995 (File No. 2-34393).
(c) Amended and Restated form of Rule 18f-3 Plan for Janus
Money Market Fund, Janus Government Money Market Fund,
and Janus Tax-Exempt Money Market Fund is incorporated
herein by reference to Exhibit 18(c) to Post-Effective
Amendment No. 78, filed on December 16, 1996 (File No.
2-34393).
(d) Form of Amended and Restated Rule 18f-3 Plan for Janus
Money Market Fund, Janus Government Money Market Fund,
and Janus Tax-Exempt Money Market Fund dated June 12,
2001 is incorporated herein by reference to Exhibit
14(d) to Post-Effective Amendment No. 99, filed on June
1, 2001 (File No. 2-34393).
(e) Rule 18f-3 Plan for Janus Investment Fund with respect
to Janus Mid Cap Value Fund and Janus Small Cap Value
Fund is incorporated herein by reference to Exhibit
14(e) to Post-Effective Amendment No. 106, filed on
January 3, 2003 (File No. 2-34393).
(f) Form of Amended Rule 18f-3 Plan is incorporated herein
by reference to Exhibit 10(f) to Form N-14, filed on
March 17, 2009 (File No. 333-158026).
Exhibit 11 (a) Opinion and Consent of Messrs. Davis, Graham & Stubbs
with respect to shares of Janus Fund is incorporated
herein by reference to Exhibit 10(a) to Post-Effective
Amendment No. 79, filed on December 18, 1996 (File No.
2-34393).
(b) Opinion and Consent of Counsel with respect to shares of
Janus Growth and Income Fund and Janus Worldwide Fund is
incorporated herein by reference to Exhibit 10(b) to
Post-Effective Amendment No. 79, filed on December 18,
1996 (File No. 2-34393).
(c) Opinion and Consent of Counsel with respect to shares of
Janus Enterprise Fund, Janus Balanced Fund and Janus
Short-Term Bond Fund is incorporated herein by reference
to Exhibit 10(c) to Post-Effective Amendment No. 80,
filed on February 14, 1997 (File No. 2-34393).
(d) Opinion and Consent of Messrs. Sullivan and Worcester
with respect to shares of Janus Twenty Fund is
incorporated herein by reference to Exhibit 10(d) to
Post-Effective Amendment No. 81, filed on June 26, 1997
(File No. 2-34393).
(e) Opinion and Consent of Messrs. Sullivan and Worcester
with respect to shares of Janus Venture Fund is
incorporated herein by reference to Exhibit 10(e) to
Post-Effective Amendment No. 81, filed on June 26, 1997
(File No. 2-34393).
(f) Opinion and Consent of Messrs. Sullivan and Worcester
with respect to shares of Janus Flexible Income Fund is
incorporated herein by reference to Exhibit 10(f) to
Post-Effective Amendment No. 81, filed on June 26, 1997
(File No. 2-34393).
(g) Opinion and Consent of Messrs. Sullivan and Worcester
with respect to shares of Janus Intermediate Government
Securities Fund filed as Exhibit 10(g) to Post-Effective
Amendment No. 46, filed on June 18, 1992 (File No.
2-34393), has been withdrawn.
(h) Opinion and Consent of Counsel with respect to shares of
Janus Federal Tax-Exempt Fund and Janus Mercury Fund is
incorporated herein by reference to Exhibit 10(h) to
Post-Effective Amendment No. 81, filed on June 26, 1997
(File No. 2-34393).
(i) Opinion and Consent of Counsel with respect to shares of
Janus Overseas Fund is incorporated herein by reference
to Exhibit 10(i) to Post-Effective Amendment No. 81,
filed on June 26, 1997 (File No. 2-34393).
(j) Opinion and Consent of Counsel with respect to shares of
Janus Money Market Fund, Janus Government Money Market
Fund and Janus Tax-Exempt Money Market Fund is
incorporated herein by reference to Exhibit 10(j) to
Post-Effective Amendment No. 81, filed on June 26, 1997
(File No. 2-34393).
(k) Opinion and Consent of Counsel with respect to
Institutional Shares of Janus Money Market Fund, Janus
Government Money Market Fund and Janus Tax-Exempt Money
Market Fund is incorporated herein by reference to
Exhibit 10(k) to Post-Effective Amendment No. 81, filed
on June 26, 1997 (File No. 2-34393).
(l) Opinion and Consent of Counsel with respect to shares of
Janus High-Yield Fund and Janus Olympus Fund is
incorporated herein by reference to Exhibit 10(l) to
Post-Effective Amendment No. 68, filed on September 14,
1995 (File No. 2-34393).
(m) Opinion and Consent of Counsel with respect to shares of
Janus Equity Income Fund is incorporated herein by
reference to Exhibit 10(m) to Post-Effective Amendment
No. 72, filed on March 15, 1996 (File No. 2-34393).
(n) Opinion and Consent of Counsel with respect to shares of
Janus Special Situations Fund filed as Exhibit 10(n) to
Post-Effective Amendment No. 75, filed on September 11,
1996 (File No. 2-34393), has been withdrawn.
(o) Opinion and Consent of Counsel with respect to shares of
Janus Money Market Fund, Janus Government Money Market
Fund, and Janus Tax-Exempt Money Market Fund is
incorporated herein by reference to Exhibit 10(o) to
Post-Effective Amendment No. 76, filed on September 23,
1996 (File No. 2-34393).
(p) Opinion and Consent of Counsel with respect to shares of
Janus Global Life Sciences Fund filed as Exhibit 10(p)
to Post-Effective Amendment No. 82, filed on September
16, 1997 (File No. 2-34393), has been withdrawn.
(q) Opinion and Consent of Counsel with respect to shares of
Janus Global Life Sciences Fund and Janus Global
Technology Fund is incorporated herein by reference to
Exhibit 9(q) to Post-Effective Amendment No. 85, filed
on September 10, 1998 (File No. 2-34393).
(r) Opinion and Consent of Counsel with respect to shares of
Janus
Strategic Value Fund is incorporated herein by reference
to Exhibit 9(r) to Post-Effective Amendment No. 88,
filed on November 15, 1999 (File No. 2-34393).
(s) Opinion and Consent of Counsel with respect to shares of
Janus Orion Fund is incorporated herein by reference to
Exhibit 9(s) to Post-Effective Amendment No. 92, filed
on March 17, 2000 (File No. 2-34393).
(t) Opinion and Consent of Counsel with respect to shares of
Janus Fund 2 filed as Exhibit 9(t) to Post-Effective
Amendment No. 95, filed on September 13, 2000 (File No.
2-34393), has been withdrawn.
(u) Opinion and Consent of Counsel with respect to Janus
Global Value Fund is incorporated herein by reference to
Exhibit 9(u) to Post-Effective Amendment No. 98, filed
on March 15, 2001 (File No. 2-34393).
(v) Opinion and Consent of Counsel with respect to Janus
Institutional Cash Reserves Fund is incorporated herein
by reference to Exhibit 9(v) to Post-Effective Amendment
No. 104, filed on February 28, 2002 (File No. 2-34393).
(w) Opinion and Consent of Counsel with respect to Janus
Risk-Managed Stock Fund is incorporated herein by
reference to Exhibit 9(w) to Post-Effective Amendment
No. 105, filed on December 13, 2002 (File No. 2-34393).
(x) Opinion and Consent of Counsel with respect to Janus Mid
Cap Value Fund and Janus Small Cap Value Fund dated
April 17, 2003, is incorporated herein by reference to
Exhibit 9(x) to Post-Effective Amendment No. 109, filed
on April 17, 2003 (File No. 2-34393).
(y) Opinion and Consent of Counsel with respect to Janus
Explorer Fund and Janus Research Fund is incorporated
herein by reference to Exhibit 9(y) to Post-Effective
Amendment No. 112, filed on December 10, 2004 (File No.
2-34393).
(z) Opinion and Consent of Counsel with respect to Janus
Smart Portfolio - Growth, Janus Smart Portfolio -
Moderate and Janus Smart Portfolio - Conservative is
incorporated herein by reference to Exhibit 9(z) to
Post-Effective Amendment No. 116, filed on December 30,
2005 (File No. 2-34393).
(aa) Opinion and Consent of Counsel as to legality of shares
being registered to be filed by Amendment.
Exhibit 12 Tax Opinion of Dechert LLP, counsel for the Registrant
to be filed by Amendment.
Exhibit 13 (a) Transfer Agency Agreement with Investors Fiduciary Trust
Company filed as Exhibit 9(a) to Post-Effective
Amendment No. 79, filed on December 18, 1996 (File No.
2-34393), has been withdrawn.
(b) Subagency Agreement between Janus Service Corporation
and Investors Fiduciary Trust Company filed as Exhibit
9(b) to Post-Effective Amendment No. 79, filed on
December 18, 1996 (File No. 2-34393), has been
withdrawn.
(c) Form of Administration Agreement with Janus Capital
Corporation for Janus Money Market Fund, Janus
Government Money Market Fund and Janus Tax-Exempt Money
Market Fund is incorporated herein by reference to
Exhibit 9(c) to Post-Effective Amendment No. 81, filed
on June 26, 1997 (File No. 2-34393).
(d) Transfer Agency Agreement dated December 9, 1994, with
Janus Service Corporation for Janus Money Market Fund,
Janus Government Money Market Fund and Janus Tax-Exempt
Money Market Fund filed as Exhibit 9(d) to
Post-Effective Amendment No. 64, filed on February 8,
1995 (File No. 2-34393), has been withdrawn.
(e) Transfer Agency Agreement dated September 27, 1995, with
Janus Service Corporation for Janus Money Market Fund,
Janus Government Money Market Fund, Janus Tax-Exempt
Money Market Fund, Janus High-Yield Fund and Janus
Olympus Fund is incorporated herein by reference to
Exhibit 9(e) to Post-Effective Amendment No. 70, filed
on November 28, 1995 (File No. 2-34393).
(f) Letter Agreement dated December 21, 1995, regarding
Janus Service Corporation Transfer Agency Agreement is
incorporated herein by reference to Exhibit 9(f) to
Post-Effective Amendment No. 72, filed on March 15, 1996
(File No. 2-34393).
(g) Letter Agreement dated May 21, 1996, regarding Janus
Service Corporation Transfer Agency Agreement is
incorporated by reference to Exhibit 9(g) to
Post-Effective Amendment No. 73, filed on May 28, 1996
(File No. 2-34393).
(h) Form of Amended Administration Agreement with Janus
Capital Corporation for Janus Money Market Fund, Janus
Government Money Market Fund, and Janus Tax-Exempt Money
Market Fund is incorporated by reference to Exhibit 9(h)
to Post-Effective Amendment No. 77, filed on November
21, 1996 (File No. 2-34393).
(i) Letter Agreement dated September 10, 1996, regarding
Janus Service Corporation Transfer Agency Agreement
filed as Exhibit 9(i) to Post-Effective Amendment No.
76, filed on September 23, 1996 (File No. 2-34393), has
been withdrawn.
(j) Letter Agreement dated September 9, 1997, regarding
Janus Service Corporation Transfer Agency Agreement is
incorporated herein by reference to Exhibit 9(j) to
Post-Effective Amendment No. 82, filed on September 16,
1997 (File No. 2-34393).
(k) Form of Letter Agreement dated September 14, 1998,
regarding Janus Service Corporation Transfer Agency
Agreement is incorporated herein by reference to Exhibit
8(k) to Post-Effective Amendment No. 85, filed on
September 10, 1998 (File No. 2-34393).
(l) Letter Agreement dated September 14, 1999, regarding
Janus Service Corporation Transfer Agency Agreement is
incorporated herein by reference to Exhibit 8(l) to
Post-Effective Amendment No. 88, filed on November 15,
1999 (File No. 2-34393).
(m) Form of Letter Agreement dated April 3, 2000, regarding
Janus Service Corporation Transfer Agency Agreement is
incorporated herein by reference to Exhibit 8(m) to
Post-Effective Amendment No. 92, filed on March 17, 2000
(File No. 2-34393).
(n) Form of Letter Agreement dated September 26, 2000,
regarding Janus Service Corporation Transfer Agency
Agreement filed as Exhibit 8(n) to Post-Effective
Amendment No. 95, filed on September 13, 2000 (File No.
2-34393), has been withdrawn.
(o) Form of Letter Agreement dated September 26, 2000,
regarding Janus Service Corporation Transfer Agency
Agreement is incorporated herein by reference to Exhibit
8(o) to Post-Effective
Amendment No. 96, filed on December 18, 2000 (File No.
2-34393).
(p) Letter Agreement dated March 13, 2001, regarding Janus
Service Corporation Transfer Agency Agreement is
incorporated herein by reference to Exhibit 8(p) to
Post-Effective Amendment No. 98, filed on March 15, 2001
(File No. 2-34393).
(q) Form of Letter Agreement dated July 1, 2001 regarding
Janus Service Corporation Transfer Agency Agreement is
incorporated herein by reference to Exhibit 8(q) to
Post-Effective Amendment No. 99, filed on June 1, 2001
(File No. 2-34393).
(r) Form of Letter Agreement dated July 31, 2001 regarding
Janus Service Corporation Transfer Agency Agreement is
incorporated herein by reference to Exhibit 8(r) to
Post-Effective Amendment No. 99, filed on June 1, 2001
(File No. 2-34393).
(s) Form of Letter Agreement regarding Janus Service
Corporation Transfer Agency Agreement is incorporated
herein by reference to Exhibit 8(s) to Post-Effective
Amendment No. 104, filed on February 28, 2002 (File No.
2-34393).
(t) Form of Administration Agreement with Janus Capital
Corporation for Janus Institutional Cash Reserves Fund
is incorporated herein by reference to Exhibit 8(t) to
Post-Effective Amendment No. 104, filed on February 28,
2002 (File No. 2-34393).
(u) Amended and Restated Transfer Agency Agreement dated
June 18, 2002, between Janus Investment Fund and Janus
Services LLC is incorporated herein by reference to
Exhibit 8(u) to Post-Effective Amendment No. 105, filed
on December 13, 2002 (File No. 2-34393).
(v) Form of Letter Agreement regarding Janus Services LLC
Transfer Agency Agreement is incorporated herein by
reference to Exhibit 8(v) to Post-Effective Amendment
No. 105, filed on December 13, 2002 (File No. 2-34393).
(w) Form of Letter Agreement regarding Janus Services LLC
Transfer Agency Agreement is incorporated herein by
reference to Exhibit 8(w) to Post-Effective Amendment
No. 106, filed on January 3, 2003 (File No. 2-34393).
(x) Form of Agreement and Plan of Reorganization by and
among
Janus Investment Fund and Berger Omni Investment Trust
is incorporated herein by reference to Exhibit 8(x) to
Post-Effective Amendment No. 106, filed on January 3,
2003 (File No. 2-34393).
(y) Form of Agreement and Plan of Reorganization by and
among Janus Investment Fund and Berger Investment
Portfolio Trust is incorporated herein by reference to
Exhibit 8(y) to Post-Effective Amendment No. 106, filed
on January 3, 2003 (File No. 2-34393).
(z) Form of Agreement regarding Administrative Services
between Janus Capital Management LLC and Janus
Investment Fund with respect to Janus Mid Cap Value Fund
is incorporated herein by reference to Exhibit 8(z) to
Post-Effective Amendment No. 106, filed on January 3,
2003 (File No. 2-34393).
(aa) Form of Agreement regarding Administrative Services
between Janus Capital Management LLC and Janus
Investment Fund with respect to Janus Small Cap Value
Fund is incorporated herein by reference to Exhibit
8(aa) to Post-Effective Amendment No. 106, filed on
January 3, 2003 (File No. 2-34393).
(bb) Letter Agreement dated September 17, 2003 regarding
Janus Services LLC Amended and Restated Transfer Agency
Agreement and Janus Overseas Fund is incorporated herein
by reference to Exhibit 8(bb) to Post-Effective
Amendment No. 110, filed on December 23, 2003 (File No.
2-34393).
(cc) Expense Limitation Agreement between Janus Capital
Management LLC and Janus Federal Tax-Exempt Fund dated
July 1, 2003 is incorporated herein by reference to
Exhibit 8(cc) to Post-Effective Amendment No. 110, filed
on December 23, 2003 (File No. 2-34393).
(dd) Expense Limitation Agreement between Janus Capital
Management LLC and Janus Flexible Income Fund dated July
1, 2003 is incorporated herein by reference to Exhibit
8(dd) to Post-Effective Amendment No. 110, filed on
December 23, 2003 (File No. 2-34393).
(ee) Expense Limitation Agreement between Janus Capital
Management LLC and Janus Government Money Market Fund
dated July 1, 2003 is incorporated herein by reference
to Exhibit 8(ee) to Post-Effective Amendment No. 110,
filed on December 23, 2003 (File No. 2-34393).
(ff) Expense Limitation Agreement between Janus Capital
Management LLC and Janus High-Yield Fund dated July 1,
2003 is incorporated herein by reference to Exhibit
8(ff) to Post-Effective Amendment No. 110, filed on
December 23, 2003 (File No. 2-34393).
(gg) Expense Limitation Agreement between Janus Capital
Management LLC and Janus Institutional Cash Reserves
Fund dated July 1, 2003 is incorporated herein by
reference to Exhibit 8(gg) to Post-Effective Amendment
No. 110, filed on December 23, 2003 (File No. 2-34393).
(hh) Expense Limitation Agreement between Janus Capital
Management LLC and Janus Money Market Fund dated July 1,
2003 is incorporated herein by reference to Exhibit
8(hh) to Post-Effective Amendment No. 110, filed on
December 23, 2003 (File No. 2-34393).
(ii) Expense Limitation Agreement between Janus Capital
Management LLC and Janus Short-Term Bond Fund dated July
1, 2003 is incorporated herein by reference to Exhibit
8(ii) to Post-Effective Amendment No. 110, filed on
December 23, 2003 (File No. 2-34393).
(jj) Expense Limitation Agreement between Janus Capital
Management LLC and Janus Tax-Exempt Money Market Fund
dated July 1, 2003 is incorporated herein by reference
to Exhibit 8(jj) to Post-Effective Amendment No. 110,
filed on December 23, 2003 (File No. 2-34393).
(kk) Expense Limitation Agreement between Janus Capital
Management LLC and Janus Institutional Cash Reserves
Fund dated July 1, 2004 is incorporated herein by
reference to Exhibit 8(kk) to Post-Effective Amendment
No. 112, filed on December 10, 2004 (File No. 2-34393).
(ll) Expense Limitation Agreement between Janus Capital
Management LLC and Janus Federal Tax-Exempt Fund dated
July 1, 2004 is incorporated herein by reference to
Exhibit 8(ll) to Post-Effective Amendment No. 112, filed
on December 10, 2004 (File No. 2-34393).
(mm) Expense Limitation Agreement between Janus Capital
Management LLC and Janus Flexible Income Fund dated July
1, 2004 is incorporated herein by reference to Exhibit
8(mm) to Post-Effective Amendment No. 112, filed on
December 10, 2004 (File No. 2-34393).
(nn) Expense Limitation Agreement between Janus Capital
Management LLC and Janus Government Money Market Fund
dated July 1, 2004 is incorporated herein by reference
to Exhibit 8(nn) to Post-Effective Amendment No. 112,
filed on December 10, 2004 (File No. 2-34393).
(oo) Expense Limitation Agreement between Janus Capital
Management LLC and Janus High-Yield Fund dated July 1,
2004 is incorporated herein by reference to Exhibit
8(oo) to Post-Effective Amendment No. 112, filed on
December 10, 2004 (File No. 2-34393).
(pp) Expense Limitation Agreement between Janus Capital
Management LLC and Janus Money Market Fund dated July 1,
2004 is incorporated herein by reference to Exhibit
8(pp) to Post-Effective Amendment No. 112, filed on
December 10, 2004 (File No. 2-34393).
(qq) Expense Limitation Agreement between Janus Capital
Management LLC and Janus Short-Term Bond Fund dated July
1, 2004 is incorporated herein by reference to Exhibit
8(qq) to Post-Effective Amendment No. 112, filed on
December 10, 2004 (File No. 2-34393).
(rr) Expense Limitation Agreement between Janus Capital
Management LLC and Janus Tax-Exempt Money Market Fund
dated July 1, 2004 is incorporated herein by reference
to Exhibit 8(rr) to Post-Effective Amendment No. 112,
filed on December 10, 2004 (File No. 2-34393).
(ss) Expense Limitation Agreement between Janus Capital
Management LLC and Janus Explorer Fund dated December 2,
2004 is incorporated herein by reference to Exhibit
8(ss) to Post-Effective Amendment No. 112, filed on
December 10, 2004 (File No. 2-34393).
(tt) Expense Limitation Agreement between Janus Capital
Management LLC and Janus Research Fund dated December 2,
2004 is incorporated herein by reference to Exhibit
8(tt) to Post-Effective Amendment No. 112, filed on
December 10, 2004 (File No. 2-34393).
(uu) Form of Letter Agreement regarding Janus Services LLC
Amended and Restated Transfer Agency Agreement is
incorporated herein by reference to Exhibit 8(uu) to
Post-Effective
Amendment No. 112, filed on December 10, 2004 (File No.
2-34393).
(vv) Letter Agreement between Janus Capital Management LLC
and Janus Investment Fund regarding Janus Explorer Fund
is incorporated herein by reference to Exhibit 8(vv) to
Post-Effective Amendment No. 113, filed on February 24,
2005 (File No. 2-34393).
(ww) Letter Agreement regarding Janus Services LLC Amended
and Restated Transfer Agency Agreement is incorporated
herein by reference to Exhibit 8(ww) to Post-Effective
Amendment No. 113, filed on February 24, 2005 (File No.
2-34393).
(xx) Letter Agreement dated February 9, 2005, regarding Janus
Services LLC Amended and Restated Transfer Agency
Agreement is incorporated herein by reference to Exhibit
8(xx) to Post-Effective Amendment No. 114, filed on
October 14, 2005 (File No. 2-34393).
(yy) Letter Agreement between Janus Capital Management LLC
and Janus Investment Fund regarding Janus Flexible
Income Fund is incorporated herein by reference to
Exhbit 8(yy) to Post-Effective Amendment No. 114, filed
on October 14, 2005 (File No. 2-34393).
(zz) Expense Limitation Agreement between Janus Capital
Management LLC and Janus Federal Tax-Exempt Fund dated
July 1, 2005 is incorporated herein by reference to
Exhibit 8(zz) to Post-Effective Amendment No. 114, filed
on October 14, 2005 (File No. 2-34393).
(aaa) Expense Limitation Agreement between Janus Capital
Management LLC and Janus Flexible Bond Fund dated July
1, 2005 is incorporated herein by reference to Exhibit
8(aaa) to Post-Effective Amendment No. 114, filed on
October 14, 2005 (File No. 2-34393).
(bbb) Expense Limitation Agreement between Janus Capital
Management LLC and Janus High-Yield Fund dated July 1,
2005 is incorporated herein by reference to Exhibit
8(bbb) to Post-Effective Amendment No. 114, filed on
October 14, 2005 (File No. 2-34393).
(ccc) Expense Limitation Agreement between Janus Capital
Management LLC and Janus Short-Term Bond Fund dated
July 1,
2005 is incorporated herein by reference to Exhibit
8(ccc) to Post-Effective Amendment No. 114, filed on
October 14, 2005 (File No. 2-34393).
(ddd) Expense Limitation Agreement between Janus Capital
Management LLC and Janus Research Fund dated July 1,
2005 is incorporated herein by reference to Exhibit
8(ddd) to Post-Effective Amendment No. 114, filed on
October 14, 2005 (File No. 2-34393).
(eee) Expense Limitation Agreement between Janus Capital
Management LLC and Janus Triton Fund dated July 1, 2005
is incorporated herein by reference to Exhibit 8(eee) to
Post-Effective Amendment No. 114, filed on October 14,
2005 (File No. 2-34393).
(fff) Form of Administration Agreement between Janus
Investment Fund, on behalf of Janus Smart Portfolio -
Growth, Janus Smart Portfolio - Moderate and Janus Smart
Portfolio - Conservative, and Janus Capital Management
LLC is incorporated herein by reference to Exhibit
8(fff) to Post-Effective Amendment No. 114, filed on
October 14, 2005 (File No. 2-34393).
(ggg) Form of Letter Agreement regarding Janus Services LLC
Amended and Restated Transfer Agency is incorporated
herein by reference to Exhibit 8(ggg) to Post-Effective
Amendment No. 114, filed on October 14, 2005 (File No.
2-34393).
(hhh) Form of Expense Limitation Agreement between Janus
Capital Management LLC and Janus Investment Fund, on
behalf of Janus Smart Portfolio-Growth is incorporated
herein by reference to Exhibit 8(hhh) to Post-Effective
Amendment No. 116, filed on December 30, 2005 (File No.
2-34393).
(iii) Form of Expense Limitation Agreement between Janus
Capital Management LLC and Janus Investment Fund, on
behalf of Janus Smart Portfolio-Moderate is incorporated
herein by reference to Exhibit 8(iii) to Post-Effective
Amendment No. 116, filed on December 30, 2005 (File No.
2-34393).
(jjj) Form of Expense Limitation Agreement between Janus
Capital Management LLC and Janus Investment Fund, on
behalf of Janus Smart Portfolio-Conservative is
incorporated herein by reference to Exhibit 8(jjj) to
Post-Effective Amendment No. 116, filed on December 30,
2005 (File No. 2-34393).
(kkk) Form of Letter Agreement regarding Amended and Restated
Transfer Agency Agreement is incorporated herein by
reference to Exhibit 8(kkk) to Post-Effective Amendment
No. 117, filed on February 27, 2006 (File No. 2-34393).
(lll) Letter Agreement dated April 18, 2006 regarding Janus
Services LLC Amended and Restated Transfer Agency
Agreement is incorporated herein by reference to Exhibit
8(lll) to Post-Effective Amendment No. 119, filed on
December 19, 2006 (File No. 2-34393).
(mmm) Amendment dated June 14, 2006 to Administration
Agreement between Janus Investment Fund, on behalf of
Janus Government Money Market Fund, and Janus Capital
Management LLC is incorporated herein by reference to
Exhibit 8(mmm) to Post-Effective Amendment No. 119,
filed on December 19, 2006 (File No. 2-34393).
(nnn) Amendment dated June 14, 2006 to Administration
Agreement between Janus Investment Fund, on behalf of
Janus Institutional Cash Reserves Fund, and Janus
Capital Management LLC is incorporated herein by
reference to Exhibit 8(nnn) to Post-Effective Amendment
No. 119, filed on December 19, 2006 (File No. 2-34393).
(ooo) Amendment dated June 14, 2006 to Administration
Agreement between Janus Investment Fund, on behalf of
Janus Money Market Fund, and Janus Capital Management
LLC is incorporated herein by reference to Exhibit
8(ooo) to Post-Effective Amendment No. 119, filed on
December 19, 2006 (File No. 2-34393).
(ppp) Amendment dated June 14, 2006 to Administration
Agreement between Janus Investment Fund, on behalf of
Janus Smart Portfolio - Growth, Janus Smart Portfolio -
Moderate, Janus Smart Portfolio - Conservative, and
Janus Capital Management LLC is incorporated herein by
reference to Exhibit 8(ppp) to Post-Effective Amendment
No. 119, filed on December 19, 2006 (File No. 2-34393).
(qqq) Amendment dated June 14, 2006 to Administration
Agreement between Janus Investment Fund, on behalf of
Janus Tax-Exempt Money Market Fund, and Janus Capital
Management LLC is incorporated herein by reference to
Exhibit 8(qqq) to Post-Effective Amendment No. 119,
filed on December 19, 2006 (File No. 2-34393).
(rrr) Expense Limitation Agreement between Janus Capital
Management LLC and Janus Investment Fund, on behalf of
Janus Worldwide Fund, is incorporated herein by
reference to Exhibit 8(rrr) to Post-Effective Amendment
No. 119, filed on December 19, 2006 (File No. 2-34393).
(sss) Letter Agreement dated November 1, 2006 regarding Janus
Services LLC Amended and Restated Transfer Agency
Agreement is incorporated herein by reference to Exhibit
8(sss) to Post-Effective Amendment No. 119, filed on
December 19, 2006 (File No. 2-34393).
(ttt) Letter Agreement dated December 14, 2006 regarding Janus
Services LLC Amended and Restated Transfer Agency
Agreement is incorporated herein by reference to Exhibit
8(ttt) to Post-Effective Amendment No. 119, filed on
December 19, 2006 (File No. 2-34393).
(uuu) Letter Agreement dated December 20, 2006 regarding Janus
Services LLC Amended and Restated Transfer Agency
Agreement is incorporated herein by reference to Exhibit
8(uuu) to Post-Effective Amendment No. 120, filed on
February 28, 2007 (File No. 2-34393).
(vvv) Agreement and Plan of Reorganization by and among Janus
Investment Fund and Janus Adviser Series dated February
23, 2007 is incorporated herein by reference to Exhibit
8(vvv) to Post-Effective Amendment No. 120, filed on
February 28, 2007 (File No. 2-34393).
(www) Agreement and Plan of Reorganization by and among Janus
Investment Fund and Janus Capital Management LLC dated
February 23, 2007 is incorporated herein by reference to
Exhibit 8(www) to Post-Effective Amendment No. 120,
filed on February 28, 2007 (File No. 2-34393).
(xxx) Letter Agreement dated February 23, 2007 regarding Janus
Services LLC Amended and Restated Transfer Agency
Agreement is incorporated herein by reference to Exhibit
8(xxx) to Post-Effective Amendment No. 120, filed on
February 28, 2007 (File No. 2-34393).
(yyy) First Amendment dated December 14, 2007 to the Amended
and Restated Transfer Agency Agreement, between Janus
Investment Fund and Janus Services LLC is incorporated
herein by reference to Exhibit 8(yyy) to Post-Effective
Amendment No. 122, filed on February 28, 2008 (File No.
2-34393).
(zzz) Letter Agreement dated December 21, 2007 regarding Janus
Services LLC Amended and Restated Transfer Agency
Agreement is incorporated herein by reference to Exhibit
8(zzz) to Post-Effective Amendment No. 122, filed on
February 28, 2008 (File No. 2-34393).
(aaaa) Letter Agreement dated February 26, 2008 regarding Janus
Services LLC Amended and Restated Transfer Agency
Agreement is incorporated herein by reference to Exhibit
8(aaaa) to Post-Effective Amendment No. 122, filed on
February 28, 2008 (File No. 2-34393).
(bbbb) Letter Agreement dated August 29, 2008 regarding Janus
Services LLC Amended and Restated Transfer Agency
Agreement is incorporated herein by reference to Exhibit
8(bbbb) to Post-Effective Amendment No. 123, filed on
February 27, 2009 (File No. 2-34393).
(cccc) Second Amendment dated October 2, 2008 to the Amended
and Restated Transfer Agency Agreement, between Janus
Investment Fund and Janus Services LLC is incorporated
herein by reference to Exhibit 8(cccc) to Post-Effective
Amendment No. 123, filed on February 27, 2009 (File No.
2-34393).
(dddd) Letter Agreement dated October 2, 2008 regarding Janus
Services LLC Amended and Restated Transfer Agency
Agreement is incorporated herein by reference to Exhibit
8(dddd) to Post-Effective Amendment No. 123, filed on
February 27, 2009 (File No. 2-34393).
(eeee) Letter Agreement dated December 29, 2008 regarding Janus
Services LLC Amended and Restated Transfer Agency
Agreement is incorporated herein by reference to Exhibit
8(eeee) to Post-Effective Amendment No. 123, filed on
February 27, 2009 (File No. 2-34393).
(ffff) Form of Expense Limitation Agreement between Janus
Capital Management LLC and Janus Investment Fund to be
filed by Amendment.
Exhibit 14 Consent of PricewaterhouseCoopers LLP to be filed by
Amendment.
Exhibit 15 Not applicable.
Exhibit 16 (a) Powers of Attorney dated as of January 1, 2006 are
incorporated herein by reference to Exhibit 15(a) to
Post-Effective Amendment No. 117, filed on February 27,
2006 (File No. 2-34393).
(b) Powers of Attorney dated as of March 16, 2007 are
incorporated herein by reference to Exhibit 15(b) to
Post-Effective Amendment No. 121, filed on December 14,
2007 (File No. 2-34393).
(c) Powers of Attorney dated as of April 11, 2008, are
incorporated herein by reference to Exhibit 15(c) to
Post-Effective Amendment No. 123, filed on February 27,
2009 (File No. 2-34393).
Exhibit 17 (a) Janus Ethics Rules filed as Exhibit 15 to Post-Effective
Amendment No. 95, filed on September 13, 2000 (File No.
2-34393), have been withdrawn.
(b) Amended Janus Ethics Rules filed as Exhibit 15(b) to
Post-Effective Amendment No. 98, filed on March 15, 2001
(File No. 2-34393), have been withdrawn.
(c) Amended Janus Ethics Rules filed as Exhibit 15(c) to
Post-Effective Amendment No. 100, filed on July 31, 2001
(File No. 2-34393), have been withdrawn.
(d) Amended Janus Ethics Rules filed as Exhibit 15(d) to
Post-Effective Amendment No. 105, filed on December 13,
2002 (File No. 2-34393), have been withdrawn.
(e) Code of Ethics and Statement of Personal Trading
Policies for Enhanced Investment Technologies, LLC filed
as Exhibit 15(e) to Post-Effective Amendment No. 105,
filed on December 13, 2002 (File No. 2-34393), have been
withdrawn.
(f) Code of Ethics and Statement of Personal Trading
Policies for Perkins, Wolf, McDonnell and Company filed
as Exhibit 15(f) to Post-Effective Amendment No. 106,
filed on January 3, 2003 (File No. 2-34393), have been
withdrawn.
(g) Amended Janus Ethics Rules filed as Exhibit 15(g) to
Post-Effective Amendment No 107, filed on February 28,
2003 (File No. 2-32393), have been withdrawn.
(h) Amended Janus Ethics Rules filed as Exhibit 15(h) to
Post-Effective Amendment No. 109, filed on April 17,
2003 (File No. 2-32393), have been withdrawn.
(i) Amended Janus Ethics Rules filed as Exhibit 15(i) to
Post-Effective Amendment No. 110, filed on December 23,
2003 (File No. 2-34393), have been withdrawn.
(j) Amended Janus Ethics Rules filed as Exhibit 15(j) to
Post-Effective Amendment No. 111, filed on February 27,
2004 (File No. 2-34393), have been withdrawn.
(k) Amended Janus Ethics Rules filed as Exhibit 16(k) to
Post-Effective Amendment No. 112, filed on December 10,
2004 (File No. 2-34393), have been withdrawn.
(l) Code of Ethics of Perkins, Wolf, McDonnell and Company,
LLC revised July 7, 2004 filed as Exhibit 16(l) to
Post-Effective Amendment 113, filed on February 24, 2005
(File No. 2-34393), have been withdrawn.
(m) Amended Janus Ethics Rules filed as Exhibit 16(m) to
Post-Effective Amendment 113, filed on February 24, 2005
(File No. 2-34393), have been withdrawn.
(n) Amended Janus Ethics Rules dated September 20, 2005 are
filed as Exhibit 16(n) to Post-Effective Amendment No.
114, filed on October 14, 2005 (File No. 2-34393), have
been withdrawn.
(o) Code of Ethics of Perkins, Wolf, McDonnell and Company,
LLC revised April 27, 2005 is incorporated herein by
reference to Exhibit 16(o) to Post-Effective Amendment
No. 115, filed on December 16, 2005 (File No. 2-34393).
(p) Amended Janus Ethics Rules dated December 6, 2005 are
incorporated herein by reference to Exhibit 16(p) to
Post-Effective Amendment No. 115, filed on December 16,
2005 (File No. 2-34393).
(q) Amended Janus Ethics Rules dated July 12, 2006 are
incorporated herein by reference to Exhibit 17 to N-14/A
Pre-Effective Amendment No. 1, filed on August 8, 2006
(File No. 2-234393).
(r) Code of Ethics for Perkins, Wolf, McDonnell and Company,
LLC revised October 11, 2006, is incorporated herein by
reference to
Exhibit 16(r) to Post-Effective Amendment No. 119, filed
on December 19, 2006 (File No. 2-34393).
(s) Amended Janus Ethics Rules dated November 21, 2006 are
incorporated herein by reference to Exhibit 16(s) to
Post-Effective Amendment No. 119, filed on December 19,
2006 (File No. 2-34393).
(t) Amended Janus Ethics Rules dated January 26, 2007 are
incorporated herein by reference to Exhibit 16(t) to
Post-Effective Amendment No. 120, filed on February 28,
2007 (File No. 2-34393).
(u) Amended Janus Ethics Rules dated August 22, 2007 are
incorporated herein by reference to Exhibit 16(u) to
Post-Effective Amendment No. 121, filed on December 14,
2007 (File No. 2-34393).
(v) Code of Ethics for Perkins, Wolf, McDonnell and Company,
LLC revised June 1, 2007 is incorporated herein by
reference to Exhibit 16(v) to Post-Effective Amendment
No. 121, filed on December 14, 2007 (File No. 2-34393).
(w) Amended Janus Ethics Rules dated February 19, 2008 are
incorporated herein by reference to Exhibit 16(w) to
Post-Effective Amendment No. 122, filed on February 28,
2008 (File No. 2-34393).
(x) Janus Ethics Rules, revised February 18, 2009, are
incorporated herein by reference to Exhibit 16(x) to
Post-Effective Amendment No. 123, filed on February 27,
2009 (File No. 2-34393).
ITEM 17. Undertakings
(1) The undersigned registrant agrees that prior to any public reoffering of the
securities registered through the use of a prospectus which is a part of this
registration statement by any person or party who is deemed to be an underwriter
within the meaning of Rule 145(c) of the Securities Act, the reoffering
prospectus will contain the information called for by the applicable
registration form for by the applicable registration form for the reofferings by
persons who may be deemed underwriters, in addition to the information called
for by the other items of the applicable form.
(2) The undersigned registrant agrees that every prospectus that is filed under
paragraph (1) above will be filed as a part of an amendment to the registration
statement and will not be used until the amendment is effective, and that, in
determining any liability under the 1933 Act, each post-effective amendment
shall be deemed to be a new registration statement for the securities
offered therein, and the offering of the securities at that time shall be deemed
to be the initial bona fide offering of them.
SIGNATURES
As required by the Securities Act of 1933, as amended, the Registrant has
duly caused this Registration Statement on Form N-14 to be signed on its behalf
by the undersigned, thereto duly authorized, in the City of Denver, and State of
Colorado, on the 21st day of April, 2009.
JANUS INVESTMENT FUND
By: /s/ Robin C. Beery
------------------------------------
Robin C. Beery, President and
Chief Executive Officer
As required by the Securities Act of 1933, as amended, this Registration
Statement on Form N-14 has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Robin C. Beery President and Chief Executive Officer April 21, 2009
------------------------------------- (Principal Executive Officer)
Robin C. Beery
/s/ Jesper Nergaard Vice President, Chief Financial Officer, April 21, 2009
------------------------------------- Treasurer and Principal Accounting Officer
Jesper Nergaard (Principal Financial Officer and
Principal Accounting Officer)
William F. McCalpin* Chairman and Trustee April 21, 2009
-------------------------------------
William F. McCalpin
Jerome S. Contro* Trustee April 21, 2009
-------------------------------------
Jerome S. Contro
John W. McCarter, Jr.* Trustee April 21, 2009
-------------------------------------
John W. McCarter, Jr.
Dennis B. Mullen* Trustee April 21, 2009
-------------------------------------
Dennis B. Mullen
Signature Title Date
--------- ----- ----
James T. Rothe* Trustee April 21, 2009
-------------------------------------
James T. Rothe
William D. Stewart* Trustee April 21, 2009
-------------------------------------
William D. Stewart
Martin H. Waldinger* Trustee April 21, 2009
-------------------------------------
Martin H. Waldinger
Linda S. Wolf* Trustee April 21, 2009
-------------------------------------
Linda S. Wolf
/s/ Stephanie Grauerholz-Lofton
-------------------------------------
*By: Stephanie Grauerholz-Lofton
Attorney-in-Fact
Pursuant to Powers of Attorney dated April 11, 2008, incorporated by
reference to Exhibit 15(c) to Post-Effective Amendment No. 123, filed on
February 27, 2009 (File No. 2-34393).