AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
ON MAY 7, 2009
REGISTRATION NO. 333-158035
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-14
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
[X] PRE-EFFECTIVE AMENDMENT NO. 2 [ ] 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 1601 K. STREET N.W.
BOSTON, MASSACHUSETTS 02116 WASHINGTON, D.C. 20006
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 ADVISER MID CAP GROWTH FUND
(JANUS LOGO)
May 11, 2009
Dear Shareholder:
The Board of Trustees for Janus Adviser Mid Cap Growth Fund ("Mid Cap
Growth Fund"), a series of Janus Adviser Series ("JAD Trust"), recently
authorized Janus Capital Management LLC ("Janus Capital") to reorganize Mid Cap
Growth Fund with and into Janus Enterprise Fund ("Enterprise Fund," and together
with Mid Cap Growth Fund, the "Funds" and each, a "Fund"), a series of Janus
Investment Fund (the "JIF Trust") (the "Reorganization"). It is expected that
the Reorganization will be completed on or about July 2, 2009 (the "Closing
Date") at which time you will receive shares of Enterprise Fund approximately
equivalent in dollar value to your shares in Mid Cap Growth Fund as of the
Closing Date.
You are not being asked to vote on, or take any other action in connection
with the Reorganization. Immediately after the Closing Date, your assets will
automatically be invested in Enterprise Fund, which has the same investment
objective and substantially similar strategies, policies and risks as Mid Cap
Growth Fund, and both Funds are managed by the same portfolio manager. Also,
while the annual fund operating expenses of Enterprise Fund are competitive with
its peers, and the two funds have similar expenses, it is possible that
immediately after the Reorganization, as an Enterprise Fund shareholder you will
pay higher expenses, after waivers, because that Fund applies a different
expense limit than Mid Cap Growth 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 combined 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 Mid Cap Growth Fund into Enterprise 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 reorganizations 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 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 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 fees 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,
/s/ Robin C. Beery
Robin C. Beery
Chief Executive Officer and President of
Janus Adviser Series
PROSPECTUS/INFORMATION STATEMENT
MAY 11, 2009
TABLE OF CONTENTS
<Table>
INTRODUCTION............................................ 1
SYNOPSIS................................................ 4
Investment Objectives, Strategies, Restrictions and
Risks.............................................. 9
Comparison of Fees and Expenses....................... 20
Comparison of Fund Performance........................ 26
Distribution and Purchase Procedures, Exchange Rights,
and Redemption Procedures.......................... 29
Calculation of Net Asset Value........................ 30
Dividends and Distributions........................... 30
Frequent Purchases and Redemptions.................... 30
Taxes................................................. 30
Distribution Arrangements............................. 31
THE REORGANIZATION...................................... 31
The Plan.............................................. 31
Reasons for the Reorganization........................ 32
Federal Income Tax Consequences....................... 34
Capitalization........................................ 36
Other Comparative Information about the Funds......... 37
Investment Adviser................................. 37
Management Expenses................................ 39
Administrative Services Fees....................... 40
Investment Personnel............................... 40
Securities to Be Issued, Key Differences in
Shareholder Rights................................. 41
ADDITIONAL INFORMATION.................................. 44
Share Ownership....................................... 44
Trustees and Officers................................. 45
Independent Registered Public Accounting Firm......... 46
Legal Matters......................................... 46
Information Available Through the SEC................. 46
APPENDICES
Appendix A - Form of Agreement and Plan of
Reorganization..................................... A-1
Appendix B - Other Investment Techniques and Related
Risks of the Funds................................. B-1
Appendix C - Shareholder's Guide...................... C-1
Appendix D - Legal Matters............................ D-1
</Table>
i
PROSPECTUS/INFORMATION STATEMENT
MAY 11, 2009
RELATING TO THE ACQUISITION OF THE ASSETS OF
JANUS ADVISER MID CAP GROWTH 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 ENTERPRISE 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 Mid Cap Growth Fund ("Mid Cap Growth 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 Mid Cap Growth Fund
will receive shares of Janus Enterprise Fund ("Enterprise Fund," and together
with Mid Cap Growth Fund, the "Funds" and each, a "Fund"), 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 2, 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 Mid Cap
Growth Fund will be transferred to Enterprise Fund, a Fund also managed by Janus
Capital Management LLC ("Janus Capital"), in exchange for shares of beneficial
interest of Enterprise Fund and the assumption by Enterprise Fund of all of the
liabilities of Mid Cap Growth Fund, as described more fully below. As a result
of the Reorganization, each shareholder of Mid Cap Growth Fund will receive a
number of full and fractional shares of Enterprise Fund approximately equal in
value to their holdings in Mid Cap Growth Fund as of the Closing Date. After the
Reorganization is completed, Mid Cap Growth Fund will be liquidated.
Enterprise Fund is a series of the JIF Trust, an open-end, registered
management investment company organized as a Massachusetts business trust. Mid
Cap Growth Fund is a series of the JAD Trust, an open-end, registered management
investment company organized as a Delaware statutory trust. Mid Cap Growth Fund
and Enterprise Fund are each classified as a diversified series within the
meaning of the Investment Company Act of 1940, as amended (the "1940 Act"). The
investment objective of both Mid Cap Growth Fund and Enterprise Fund is to seek
long-term growth of capital.
1
Janus Capital will remain the investment adviser of Enterprise Fund after
the Reorganization. Janus Capital is responsible for the day-to-day management
of Mid Cap Growth Fund's and Enterprise Fund's investment portfolios and
furnishes continuous advice and recommendations concerning each Fund's
investments. As one of the larger mutual fund sponsors in the United States,
Janus Capital sponsored 73 mutual funds and had approximately $110.9 billion in
assets under management as of March 31, 2009. 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 Enterprise Fund, Mid Cap Growth Fund and the Reorganization.
This Prospectus/Information Statement is being mailed on or about May 15, 2009.
INCORPORATION BY REFERENCE
For more information about the investment objectives, strategies,
restrictions and risks of Enterprise Fund and Mid Cap Growth Fund, see:
i. the Prospectus of Mid Cap Growth Fund, Class A and Class C Shares,
dated November 28, 2008, as supplemented (File No. 333-33978);
ii. the Prospectus of Mid Cap Growth Fund, Class I Shares, dated November
28, 2008, as supplemented (File No. 333-33978);
iii. the Prospectus of Mid Cap Growth Fund, Class R Shares, dated November
28, 2008, as supplemented (File No. 333-33978);
iv. the Prospectus of Mid Cap Growth Fund, Class S Shares, dated November
28, 2008, as supplemented (File No. 333-33978);
v. the Statement of Additional Information of Mid Cap Growth Fund, dated
November 28, 2008, as supplemented (File No. 333-33978);
vi. the Annual Report of Mid Cap Growth Fund for the fiscal year ended
July 31, 2008 (File No. 811-09885);
vii. the unaudited Semiannual Report of Mid Cap Growth Fund for the fiscal
period ended January 31, 2009 (File No. 811-09885);
viii. the Statement of Additional Information of Enterprise Fund, dated
February 27, 2009, as supplemented (File No. 002-34393);
ix. the Annual Report of Enterprise Fund for the fiscal year ended October
31, 2008 (File No. 811-01879); and
x. the unaudited Semiannual Report of Enterprise Fund for the fiscal
period ended April 30, 2008 (File No. 811-01879).
2
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 Mid Cap Growth Fund and its Annual Report
and Semiannual Report have previously been delivered to Mid Cap Growth 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
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 May 11, 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 OR THE U.S. GOVERNMENT, ARE NOT
INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD
OR ANY OTHER GOVERNMENT 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 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 March 12, 2009, the Board of Trustees of the JAD Trust
approved the Plan which authorizes the reorganization of Mid Cap Growth
Fund with and into Enterprise Fund, with Enterprise Fund being the
surviving entity. Mid Cap Growth Fund is a series of the JAD Trust and
Enterprise Fund is a series of the JIF Trust. Each Fund is advised by Janus
Capital. You are receiving this Prospectus/Information Statement because
you are a shareholder of Mid Cap Growth Fund and will be impacted by the
Reorganization.
Immediately after the Closing Date, Mid Cap Growth Fund investors will own
a number of full and fractional shares of Enterprise Fund approximately
equivalent in dollar value to their shares in Mid Cap Growth Fund at the
time of the Reorganization. Specifically, all or substantially all of the
assets of Mid Cap Growth Fund will be transferred to Enterprise Fund solely
in exchange for shares of Enterprise Fund with a value approximately equal
to the value of Mid Cap Growth Fund's assets net of liabilities, and the
assumption by Enterprise Fund of all liabilities of Mid Cap Growth Fund.
Immediately following the transfer, the shares of Enterprise Fund received
by Mid Cap Growth Fund will be distributed pro rata to Mid Cap Growth Fund
shareholders of record as of the Closing Date (on or about July 2, 2009).
After the Reorganization is completed, Mid Cap Growth 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. WHAT DID THE BOARD OF TRUSTEES CONSIDER IN DETERMINING THAT THE
REORGANIZATION IS IN THE BEST INTERESTS OF MID CAP GROWTH FUND?
A. The Board of Trustees of the JAD Trust concluded that the Reorganization is
in the best interests of Mid Cap Growth Fund 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.
4
- 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.
- Mid Cap Growth Fund has the same investment objective and substantially
similar strategies, policies and risks as Enterprise Fund, and the two
Funds are managed by the same portfolio manager.
- The two Funds have similar historical performance.
- Shareholders of each Fund will have the opportunity to invest in a 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 have the same contractual investment advisory fee rate
(excluding any fee waivers).
- The expense limitation agreements applicable to each Fund which, after
giving effect to fee waivers after the Reorganization, may result in
current Mid Cap Growth 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 Enterprise Fund to
benefit from using a portion of any realized capital losses generated by
Mid Cap Growth Fund and Enterprise Fund.
- The Reorganization, for each Fund and its shareholders, is expected to be
tax-free in nature.
- Mid Cap Growth Fund's shareholders will not pay any fees of the
Reorganization, and immediately after the Reorganization, the full and
fractional value of their shares in Enterprise Fund will be equal to the
full and fractional value of their Mid Cap Growth 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. Each Fund has substantially similar investment strategies and
the same investment risks. Mid Cap Growth Fund pursues its investment
objective by investing, under normal circumstances, at least 80% of its net
assets in equity securities of mid-sized companies whose market
capitalization falls, at the time of purchase, in the 12-month average of
the capitalization range of the Russell Midcap(R) Growth Index. Enterprise
Fund pursues its investment objective by
5
investing primarily in common stocks selected for their growth potential,
and normally invests at least 50% of its equity assets in medium-sized
companies. Medium-sized companies are those whose market capitalization
falls within the range of companies in the Russell Midcap(R) Growth Index.
Market capitalization is a commonly used measure of the size and value of a
company. The market capitalizations within the index will vary, but as of
March 31, 2009, they ranged from approximately $43.0 million to $15.5
billion.
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, Enterprise Fund's net assets were approximately
$1.4 billion and Mid Cap Growth Fund's net assets were approximately $474.8
million. The asset size of each Fund fluctuates on a daily basis and the
asset size of Enterprise Fund after the Reorganization may be larger or
smaller than the combined assets of the Funds as of October 31, 2008. More
current total net asset information is available on janus.com/info.
Q. WILL THE REORGANIZATION RESULT IN A HIGHER INVESTMENT ADVISORY FEE RATE
UNDER THE ADVISORY AGREEMENT?
A. No. The investment advisory fee rate payable under the advisory agreements
for Mid Cap Growth Fund and Enterprise Fund is currently the same, 0.64%
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 Enterprise
Fund is higher immediately following the Reorganization (although not
necessarily annualized over the next year) than the net expense ratio for
Mid Cap Growth Fund. Enterprise Fund also has a higher expense cap (0.90%)
than Mid Cap Growth Fund (0.65%) 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 Enterprise Fund's expense ratio after the Reorganization is higher
than Mid Cap Growth 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") 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 certain operating expenses a Fund pays to the
contractual limit. As a result of its platform-wide review of expense
limits, in October 2008
6
Janus Capital adopted, and the Funds' 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
Enterprise Fund to be implemented as of July 6, 2009 is higher than the
older expense limit for Mid Cap Growth Fund.
It is impossible to predict the impact of the higher expense limit for
Enterprise Fund because the actual expense ratio after the Reorganization
will depend on the level of Fund assets at that time. However, given that
the current expense limit of Mid Cap Growth Fund expires December 1, 2009,
and that such limit would not continue 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 Enterprise Fund, as a shareholder of
Enterprise 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 is 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, Mid Cap Growth Fund and/or Enterprise 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,
prior to the Closing Date you may receive a distribution of ordinary income
or capital gains of Mid Cap Growth Fund.
Q. WILL THE SHAREHOLDER SERVICES PROVIDED BY JANUS CAPITAL CHANGE?
A. No. Janus Capital manages both Mid Cap Growth Fund and Enterprise Fund. The
administrator, 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 Mid Cap Growth 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 Mid Cap Growth 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
7
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.
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 and fractional value of shares
of Mid Cap Growth Fund will be exchanged for full and fractional shares of
Enterprise Fund having approximately equal value, without any sales load,
commission or other transactional fee being imposed.
Q. CAN I STILL ADD TO MY EXISTING MID CAP GROWTH FUND ACCOUNT UNTIL THE
REORGANIZATION?
A. Yes. Mid Cap Growth Fund shareholders may continue to make additional
investments until the Closing Date (anticipated to be on or about July 2,
2009). However, the Board of Trustees of the JAD Trust may determine to
temporarily limit future investments in Mid Cap Growth Fund prior to the
Closing Date to ensure a smooth transition of shareholder accounts into
Enterprise Fund.
Q. WILL EITHER FUND PAY FEES ASSOCIATED WITH THE REORGANIZATION?
A. No. Janus Capital will pay those fees, including legal fees and costs
associated with mailing of this Prospectus/Information Statement.
Q. WHEN WILL THE REORGANIZATION TAKE PLACE?
A. The Reorganization will occur on or about July 2, 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.
8
Q. WHAT IF I WANT TO EXCHANGE MY SHARES INTO ANOTHER FUND IN THE JAD TRUST PRIOR
TO THE REORGANIZATION?
A. You may exchange your shares into another fund in the JAD Trust before the
Closing Date (on or about July 2, 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 Mid Cap Growth 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 all other funds in the JAD Trust are also subject to
reorganization with and into the JIF Trust or will be liquidated. So, if you
exchange your shares with and into another fund in the JAD Trust, as a
shareholder of that fund, you will also be participating in a reorganization
of that fund with and into a similarly-managed fund in the JIF Trust or your
shares will be liquidated. In addition, if you purchase shares of a fund in
the JAD Trust just before a distribution, which is expected to occur prior to
the Reorganization for each of those funds, you will pay the full price for
the shares and receive a portion of the purchase price back as a taxable
distribution (unless your shares are held in a qualified tax-deferred plan or
account). This is referred to as "buying a dividend."
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. The Funds have the same investment objective and substantially
similar 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 growth of capital.
Each Fund's Board of Trustees may change this objective or the Fund's principal
investment strategies without a shareholder vote. As described below, Mid Cap
Growth Fund has a policy of investing at least 80% of its net assets, measured
at the time of purchase, in the type of securities suggested by its name. Mid
Cap Growth Fund will notify its shareholders in writing at least 60 days before
making any changes to this policy. Enterprise 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 material. If there is a material
change to a 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.
9
PRINCIPAL INVESTMENT STRATEGIES
Mid Cap Growth Fund pursues its investment objective by investing, under
normal circumstances, at least 80% of its net assets in equity securities of
medium-sized companies. The Enterprise Fund pursues its investment objective by
investing primarily in common stocks selected for their growth potential and
normally invests at least 50% of its equity assets in medium-sized companies.
Medium-sized companies are those whose market capitalization falls within the
range of companies in the Russell Midcap(R) Growth Index. Market capitalization
is a commonly used measure of the size and value of a company. The market
capitalizations within the index will vary, but as of March 31, 2009, they
ranged from approximately $43.0 million to $15.5 billion.
The portfolio manager, who is the same for each Fund, applies a "bottom up"
approach in choosing investments. In other words, the portfolio manager looks 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 manager is 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 (by taking long and/or short positions). Each
Fund 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 growth of
capital. The following is a summary of the principal risks associated with such
securities and investment techniques. Each Fund has the same investment
objective and substantially similar strategies and policies, so the principal
risks are the same or substantially similar 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 mean that
a Fund, as part of its overall investment strategy, does not invest or is
precluded from investing 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.
10
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 seeking an
equity portfolio, including common stocks. 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 manager's 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.
It is also important to note that recent events in the equity and fixed-
income markets have resulted, and may continue to result, in an unusually high
degree of volatility in the markets, both domestic and international. These
events and the resulting market upheavals may have an adverse effect on each
Fund such as a decline in the value and liquidity of many securities held by the
Fund, unusually high and unanticipated levels of redemptions, an increase in
portfolio turnover, a decrease in NAV, and an increase in Fund expenses. Because
the situation is unprecedented and widespread, it may also be unusually
difficult to identify both investment risks and opportunities and could limit or
preclude a Fund's ability to achieve its investment objective. The market's
behavior is unpredictable and it is impossible to predict whether or for how
long these conditions will continue. Therefore, it is important to understand
that the value of your investment may fall, sometimes sharply, and you could
lose money.
MID-SIZED COMPANIES RISK. Due to each Fund's investments in securities
issued by mid-sized companies, each Fund's NAV may fluctuate more than that of a
fund investing primarily in large companies. Mid-sized companies' securities may
pose greater market, liquidity, and information risks because of their narrow
product lines, limited operating history, greater exposure to competitive
threats, limited financial resources, limited trading markets, and the potential
lack of management depth. Securities issued by mid-sized companies tend to be
more volatile than securities issued by larger or more established companies.
These holdings tend to be less liquid than stocks of larger companies and could
have a significant adverse effect on a Fund's returns, especially as market
conditions change.
GROWTH SECURITIES RISK. Each Fund invests in companies after accessing
their growth potential. Securities of growth companies may be more volatile than
other stocks. If the portfolio manager's perception of a 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
11
depending on market and economic conditions, "growth" stocks may perform
differently from the market as a whole and other types of securities.
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 a derivative can be substantially greater than the derivative's 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. To
the extent each Fund enters into short derivative positions, the Fund may be
exposed to risks similar to those associated with short sales, including the
risk that the Fund's losses are theoretically unlimited.
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. The portfolio
manager generally takes a "bottom up" approach to selecting companies. This
means that he seeks to identify individual companies with earnings growth
potential that may not be recognized by the market at large. The portfolio
manager makes 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. Each Fund may sell a holding if, among other things,
the security reaches the portfolio manager's price target, if the
12
company has a deterioration of fundamentals such as failing to meet key
operating benchmarks, or if the portfolio manager finds a better investment
opportunity. Each Fund may also sell a holding to meet redemptions.
2. ARE THE SAME CRITERIA USED TO SELECT FOREIGN SECURITIES?
Yes. The portfolio manager seeks 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. WHAT DOES "MARKET CAPITALIZATION" MEAN?
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. As
noted previously, market capitalization is an important investment criterion for
each Fund.
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 a Fund 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 mutual funds managed by Janus Capital.
13
Because Janus Capital is the adviser to the Janus "funds of funds" and the
funds, it is subject to certain potential conflicts of interest when allocating
the assets of a 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:
- 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,
14
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. 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
15
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. Use of such investments may instead increase
risk to the Fund, rather than reduce risk.
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
and borrowing, 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 manager believes that market conditions are unfavorable for profitable
investing, or when he is 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 the 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.
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
16
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 manager. Changes
are normally made in a Fund's portfolio whenever the portfolio manager believes
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 a 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 be unable to recover its investment from
the counterparty 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 a counterparty's 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 have greater exposure 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
17
- high-yield/high-risk bonds (20% or less of Mid Cap Growth Fund's net
assets and 35% or less of Enterprise 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
- 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 manager believes it is appropriate; such techniques
may result in increased transaction costs paid by a 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
generally a transaction in which a Fund sells a security it does not own or have
the right to acquire (or that it owns but does not wish to deliver) in
anticipation that the market price of that security will decline. To complete
the transaction, a Fund must borrow the security to make delivery to the buyer.
The Fund is then obligated to replace the security borrowed by purchasing the
security at the market price at the time of replacement. 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
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. Because there is no upper limit to the price a
borrowed security may reach prior to closing a short position, a Fund's losses
are potentially unlimited in a short sale transaction. A Fund's gains and losses
will also be decreased or increased, as the case may be, by the amount of any
dividends, interest, or expenses, including transaction costs and borrowing
fees, the Fund may be required to pay in connection with a short sale. Such
payments may result in a Fund having higher expenses than a fund that does not
engage in short sales and may negatively affect the Fund's performance.
18
A Fund may also enter into short positions through derivative instruments
such as option contracts, futures contract and swap agreements which may expose
the Fund to similar risks. To the extent that a Fund enters into short
derivative positions, the Fund may be exposed to risks similar to those
associated with short sales, including the risk that the Fund's losses are
theoretically unlimited.
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, in an amount equal to up to one-
third of its total assets as determined at the time of the loan origination.
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
19
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 that are
determined to be liquid will not be counted toward this 15% limit.
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 manager, 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
The types of expenses currently paid by each class of shares of Mid Cap
Growth Fund are the same types of expenses to be paid by the corresponding share
classes of Enterprise Fund. Currently, the Funds have substantially similar
investment advisory agreements and are subject to the same annual advisory fee
rate of 0.64% 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 Mid Cap Growth Fund versus Enterprise Fund, and
show the projected ("pro forma") estimated fees and expenses of Enterprise Fund,
assuming consummation of the Reorganization as of October 31, 2008. Fees and
expenses shown for Mid Cap Growth Fund were determined based on the Fund's
average net assets as of its fiscal year ended July 31, 2008. The pro forma fees
and expenses shown for Enterprise Fund were determined based on the Fund's
average 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, and do not
reflect any change in expense ratios resulting from
20
a change in assets under management since July 31, 2008 for Mid Cap Growth Fund
and October 31, 2008 for Enterprise Fund. Total net assets as of these dates are
shown in a footnote to the table. More current total net asset information is
available on janus.com/info. It is important for you to know that a decline in a
Fund's average net assets during the current fiscal year and after the
Reorganization, as a result of market volatility or other factors, could cause
the Fund's expense ratio to be higher than the fees and expenses shown, which
means you could pay more if you buy or hold shares of the Funds. Significant
declines in a Fund's net assets will increase your Fund's total expense ratio,
likely significantly. The Funds will not pay any fees of the Reorganization.
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 in the table below show, these costs are borne indirectly by
all shareholders.
The Annual Fund Operating Expenses shown in the table below represent
annualized expenses for the fiscal year ended July 31, 2008 for Mid Cap Growth
Fund and those projected for Enterprise 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 Enterprise 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 Enterprise Fund
since the Fund does not currently offer any Class A, Class C, Class I, Class R
and Class S Shares. The pro forma information in the "Annual Fund Operating
Expenses" table below assumes that Enterprise Fund post-Reorganization has an
annual fixed-rate advisory fee of 0.64% of average daily 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 Mid Cap
Growth Fund, Janus Capital reduces its investment advisory fee rate paid by Mid
Cap Growth Fund by the amount by which the total annual fund operating expenses
allocated to any class of the Fund exceed 0.65% 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 Enterprise Fund but, assuming
consummation of the
21
Reorganization, Janus Capital has contractually agreed that until at least
November 1, 2010, it would reduce its annual investment advisory fee rate paid
by Enterprise Fund by the amount, if any, the total annual fund operating
expenses allocated to any class exceed 0.90% of average daily net assets for the
fiscal year. (Please note that Enterprise Fund will have a higher expense
limitation than that of Mid Cap Growth Fund which may result in higher net
annual fund operating expenses.) See the footnote to Total Annual Fund Operating
Expenses in the table below that provides further detail regarding the total net
expense ratio.
The estimated pro forma expense ratio of Enterprise Fund, as shown in the
fee table, does not include any fee waivers. Changes to expenses and asset
levels of both Mid Cap Growth Fund and Enterprise Fund at the time of the
Reorganization could trigger application of Enterprise Fund's expense limit of
0.90% (with certain expenses excluded from the waiver as noted above), resulting
in a possible reduction of other expenses for a class and the investment
advisory fee rate payable to Janus Capital by Enterprise Fund.
SHAREHOLDER FEES
Shareholder fees are those paid directly from your investment, such as
sales loads and redemption fees. As noted above, Enterprise Fund currently does
not offer Class A, Class C, Class I, Class R and Class S Shares. Upon
consummation of the Reorganization, shares of these classes of Enterprise Fund
will be established to correspond with shares of Mid Cap Growth Fund. Class A,
Class C, Class I, Class R and Class S Shares of Enterprise Fund will have
substantially the same class characteristics as the Class A, Class C, Class I,
Class R and Class S Shares of Mid Cap Growth Fund, respectively.
SHAREHOLDER FEES(1)(2) (PAID DIRECTLY FROM YOUR INVESTMENT)
<Table>
<Caption>
CLASS A CLASS C CLASS I CLASS R CLASS S
------- ------- ------- ------- -------
MID CAP GROWTH FUND /
ENTERPRISE 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
</Table>
--------
(1) Enterprise 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 Enterprise Fund will be established to correspond with
shares of Mid Cap Growth 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).
22
ANNUAL FUND OPERATING EXPENSES (DEDUCTED FROM FUND ASSETS)*(1)
<Table>
<Caption>
TOTAL
DISTRIBUTION / ACQUIRED ANNUAL
SERVICE FUND(5) FUND
MANAGEMENT (12B-1) OTHER FEES AND OPERATING
FEE(2) FEES(3) EXPENSES(4) EXPENSES EXPENSES(6)
---------- -------------- ----------- -------- -----------
MID CAP GROWTH FUND /
ENTERPRISE FUND (PRO FORMA ASSUMING CONSUMMATION OF THE REORGANIZATION)
Class A Shares
Current............ 0.64% 0.25% 0.15% 0.01% 1.05%
Pro Forma.......... 0.64% 0.25% 0.13% 0.01% 1.03%
Class C Shares
Current............ 0.64% 1.00% 0.22% 0.01% 1.87%
Pro Forma.......... 0.64% 1.00% 0.20% 0.01% 1.85%
Class I Shares
Current............ 0.64% N/A 0.08% 0.01% 0.73%
Pro Forma.......... 0.64% N/A 0.07% 0.01% 0.72%
Class R Shares
Current............ 0.64% 0.50% 0.35% 0.01% 1.50%
Pro Forma.......... 0.64% 0.50% 0.32% 0.01% 1.47%
Class S Shares
Current............ 0.64% 0.25% 0.34% 0.01% 1.24%
Pro Forma.......... 0.64% 0.25% 0.32% 0.01% 1.22%
</Table>
--------
* As of July 31, 2008, total net assets (rounded to millions) were $585.1 for
Mid Cap Growth Fund. As of October 31, 2008, total net assets (rounded to
millions) were $1,397.5 for Enterprise Fund.
(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.
(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 annual fund operating expenses of
(i) Mid Cap Growth Fund and (ii) assuming the consummation of the
Reorganization, Enterprise 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
23
expenses including, but not limited to, acquired fund fees and expenses) to
the extent such operating expenses exceed 0.65% and 0.90%, 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
Enterprise Fund post-Reorganization will be in effect until at least
November 1, 2010 unless terminated, revised, or extended. Refer to "Expense
Limitations" in this Prospectus/Information Statement for the Funds' expense
limit. Based on information in the table above, with the waiver, assuming
Net Annual Fund Operating Expenses would have been included in the table
above, those expenses for each Fund are as follows:
<Table>
<Caption>
MID CAP GROWTH FUND ENTERPRISE FUND (PRO FORMA)
------------------- ---------------------------
Class A................... 0.91% 1.03%
Class C................... 1.66% 1.85%
Class I................... 0.66% 0.72%
Class R................... 1.41% 1.47%
Class S................... 1.16% 1.22%
</Table>
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 Mid Cap Growth Fund and in Enterprise Fund
after the Reorganization with the cost of investing in other mutual funds. The
examples assume that you invest $10,000 in Mid Cap Growth Fund and in Enterprise
Fund after the Reorganization 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
24
your actual costs may be higher or lower, based upon these assumptions your
costs would be as follows:
IF YOU REDEEM YOUR SHARES:
<Table>
<Caption>
1 YEAR(1)(2)(3) 3 YEARS(1)(4) 5 YEARS(1)(4) 10 YEARS(1)(4)
--------------- ------------- ------------- --------------
MID CAP GROWTH FUND /
ENTERPRISE FUND (PRO FORMA ASSUMING CONSUMMATION OF THE REORGANIZATION)
Class A Shares
Current.................. $676 $890 $1,121 $1,784
Pro Forma................ $674 $884 $1,111 $1,762
Class C Shares
Current.................. $290 $588 $1,011 $2,190
Pro Forma................ $288 $582 $1,001 $2,169
Class I Shares
Current.................. $ 75 $233 $ 406 $ 906
Pro Forma................ $ 74 $230 $ 401 $ 894
Class R Shares
Current.................. $153 $474 $ 818 $1,791
Pro Forma................ $150 $465 $ 803 $1,757
Class S Shares
Current.................. $126 $393 $ 681 $1,500
Pro Forma................ $124 $387 $ 670 $1,477
</Table>
IF YOU DO NOT REDEEM YOUR SHARES:
<Table>
<Caption>
1 YEAR(1) 3 YEARS(1) 5 YEARS(1) 10 YEARS(1)
----------- ------------ ------------ -------------
MID CAP GROWTH FUND /
ENTERPRISE FUND (PRO FORMA ASSUMING CONSUMMATION OF THE REORGANIZATION)
Class A Shares
Current.................. $676 $890 $1,121 $1,784
Pro Forma................ $674 $884 $1,111 $1,762
Class C Shares
Current.................. $190 $588 $1,011 $2,190
Pro Forma................ $188 $582 $1,001 $2,169
Class I Shares
Current.................. $ 75 $233 $ 406 $ 906
Pro Forma................ $ 74 $230 $ 401 $ 894
Class R Shares
Current.................. $153 $474 $ 818 $1,791
Pro Forma................ $150 $465 $ 803 $1,757
Class S Shares
Current.................. $126 $393 $ 681 $1,500
Pro Forma................ $124 $387 $ 670 $1,477
</Table>
25
--------
(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.
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. Since
Enterprise Fund does not currently have Class A, Class C, Class I, Class R and
Class S Shares, information shown for Enterprise Fund is based on a share class
that has different fees and expenses than share classes of Mid Cap Growth Fund
and does not represent the performance of your current share class. 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 Russell Midcap(R) Growth
Index, with the S&P MidCap 400 Index as the Fund's secondary benchmark. After
the Reorganization, it is expected that Enterprise Fund will continue to compare
its performance to the Russell Midcap(R) Growth Index, with the S&P MidCap 400
Index as the Fund's secondary benchmark. 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
26
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.
MID CAP GROWTH FUND - CLASS S
<Table>
Annual returns for periods ended 12/31
124.34% (32.99)% (39.02)% (27.72)% 34.41% 20.41% 11.93% 12.97% 21.10% (41.03)%
1999 2000 2001 2002 2003 2004 2005 2006 2007 2008
Best Quarter: 4th-1999 59.17% Worst Quarter: 4th-2000 (32.53)%
</Table>
The Fund's year-to-date return as of the calendar quarter ended March 31, 2009
was (6.14)%.
ENTERPRISE FUND
<Table>
Annual returns for periods ended 12/31
121.90% (30.52)% (39.93)% (28.28)% 35.82% 20.63% 11.40% 13.22% 21.81% (43.13)%
1999 2000 2001 2002 2003 2004 2005 2006 2007 2008
Best Quarter: 4th-1999 57.93% Worst Quarter: 1st-2001 (32.66)%
</Table>
The Fund's year-to-date return as of the calendar quarter ended March 31, 2009
was (6.42)%.
27
AVERAGE ANNUAL TOTAL RETURNS (%) AS OF 12/31/08
<Table>
<Caption>
SINCE
1 YEAR(1) 5 YEARS 10 YEARS INCEPTION(2)
--------- ------- -------- ------------
MID CAP GROWTH FUND
Class S Shares(3)
Return Before Taxes.......... (41.03)% 1.69% (0.32)% 6.62%
Return After Taxes on
Distributions.............. (41.03)% 1.69% (0.76)% 6.22%
Return After Taxes on
Distributions and Sale of
Fund Shares(4)............. (26.67)% 1.44% (0.32)% 5.82%
Class A Shares(5)
Return Before Taxes(6)....... (44.25)% 0.73% (0.79)% 6.50%
Class C Shares(7)
Return Before Taxes.......... (41.90)% 1.19% (0.32)% 6.08%
Class I Shares(8)
Return Before Taxes.......... (40.71)% 1.69% (0.16)% 6.62%
Class R Shares(5)
Return Before Taxes.......... (41.15)% 1.46% (0.32)% 6.47%
Russell Midcap(R) Growth
Index(9)
(reflects no deduction for
expenses, fees, or taxes).... (44.32)% (2.33)% (0.19)% 5.54%
S&P MidCap 400 Index(10)
(reflects no deduction for
expenses, fees, or taxes).... (36.23)% (0.08)% 4.46% 9.20%
ENTERPRISE FUND
Return Before Taxes............. (43.13)% 1.07% (0.50)% 7.53%
Return After Taxes on
Distributions................ (43.13)% 1.07% (0.65)% 6.80%
Return After Taxes on
Distributions and Sale of
Fund Shares(4)............... (28.04)% 0.91% (0.45)% 6.41%
Russell Midcap(R) Growth
Index(9)
(reflects no deduction for
expenses, fees, or taxes).... (44.32)% (2.33)% (0.19)% 6.43%
S&P MidCap 400 Index(10)
(reflects no deduction for
expenses, fees, or taxes).... (36.23)% (0.08)% 4.46% 9.96%
</Table>
--------
(1) Calculated to include contingent deferred sales charge applicable to Class
C Shares.
(2) The inception date for Mid Cap Growth Fund is August 1, 2000 and the
inception date for Enterprise Fund is September 1, 1992. The inception date
of the predecessor fund (see footnote below) for Mid Cap Growth Fund is
September 13, 1993.
(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 - Mid Cap Growth Portfolio (formerly named
Aggressive Growth 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.
28
(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 Russell Midcap(R) Growth Index measures the performance of those
Russell Midcap(R) companies with higher price-to-book ratios and higher
forecasted growth values. The stocks are also members of the Russell
1000(R) Growth Index.
(10) The Standard & Poor's ("S&P") MidCap 400 Index is an unmanaged group of 400
domestic stocks chosen for their market size, liquidity, and industry group
representation.
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
janus.com/info.
DISTRIBUTION AND PURCHASE PROCEDURES, EXCHANGE RIGHTS, AND REDEMPTION PROCEDURES
Class A, Class C, Class I, Class R and Class S Shares of Enterprise Fund
will have substantially similar class characteristics as the Class A, Class C,
Class I, Class R and Class S Shares of Mid Cap Growth Fund, respectively.
Enterprise Fund currently does not offer Class A, Class C, Class I, Class R and
Class S Shares. Upon consummation of
29
the Reorganization, shares of these classes of Enterprise Fund will be
established to correspond with shares of Mid Cap Growth 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 is the investment adviser and administrator to both Mid Cap
Growth Fund and Enterprise 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, Enterprise Fund will have
purchase, exchange, and redemption procedures for Class A, Class C, Class I,
Class R and Class S Shares that are the same or similar to those of the
corresponding share classes in Mid Cap Growth 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 is
expected that shareholders of Mid Cap Growth Fund will continue to be subject to
the same procedures and receive the same services as shareholders of Enterprise
Fund, as they currently do as shareholders of Mid Cap Growth 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 ("NYSE") (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 Mid Cap Growth
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 Mid
Cap Growth 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
Mid Cap Growth Fund's Prospectus, which is incorporated by reference herein, and
in Appendix C.
30
DISTRIBUTION ARRANGEMENTS
A detailed description of the Funds' distribution arrangements is available
in the "Distribution, Servicing, and Administrative Fees" section of Mid Cap
Growth 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) Enterprise Fund's acquisition of all or
substantially all of the assets of Mid Cap Growth Fund in exchange solely for
shares of Enterprise Fund and the assumption by Enterprise Fund of all of Mid
Cap Growth Fund's liabilities, if any, as of the Closing Date; (ii) the
distribution on the Closing Date of those shares to the shareholders of Mid Cap
Growth Fund; and (iii) the complete liquidation of Mid Cap Growth Fund.
The value of Mid Cap Growth Fund's assets to be acquired and the amount of
its liabilities to be assumed by Enterprise Fund and the NAV of a share of Mid
Cap Growth Fund will be determined as of the close of regular trading on the
NYSE on the Closing Date, after the declaration by Mid Cap Growth Fund of
distributions, if any on the Closing Date, and will be determined in accordance
with the valuation methodologies described in Mid Cap Growth Fund's currently
effective Prospectuses and Statement of Additional Information. The Plan
provides that Janus Capital will pay all fees 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 2, 2009.
As soon as practicable after the Closing Date, Mid Cap Growth Fund will
distribute pro rata to its shareholders of record the shares of Enterprise Fund
it receives in the Reorganization, so that each shareholder of Mid Cap Growth
Fund will receive a number of full and fractional shares of Enterprise Fund
approximately equal in value to his or her holdings in Mid Cap Growth Fund, and
Mid Cap Growth Fund will be liquidated.
Such distribution will be accomplished by opening accounts on the books of
Enterprise Fund in the names of Mid Cap Growth Fund shareholders and by
transferring thereto the shares of Enterprise Fund previously credited to the
account of Mid Cap Growth Fund on those books. Each shareholder account shall be
credited with the pro rata number of Enterprise Fund's shares due to that
shareholder. All issued and outstanding shares of Mid Cap Growth Fund will
simultaneously be canceled on the books of the JAD Trust. Accordingly,
immediately after the Reorganization, each former shareholder of Mid Cap Growth
Fund will own shares of Enterprise Fund that will be
31
approximately equal to the value of that shareholder's shares of Mid Cap Growth
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 platform.
Janus Capital believes that these efforts 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 investors. 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 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.
It is also noteworthy that the Reorganization is designed to qualify as a
tax-free reorganization, so shareholders of Mid Cap Growth Fund should not
realize a tax gain or loss as a direct result of the Reorganization.
32
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, 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 Mid Cap Growth Fund and Enterprise
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) Mid Cap Growth Fund has the same investment objective and
substantially similar strategies, policies and risks as Enterprise
Fund, and the two Funds are managed by the same portfolio manager.
(4) The two Funds have similar historical performance.
(5) Shareholders of each Fund will have the opportunity to invest in a
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 have the same contractual investment advisory fee rate
(excluding any fee waivers).
(8) The expense limitation agreements applicable to each Fund which, after
giving effect to fee waivers after the Reorganization, may result in
current Mid Cap Growth 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.
33
(10) The Reorganization would not dilute the interests of either Fund's
current shareholders.
(11) The impact of the Reorganization on the ability of Enterprise Fund to
benefit from using a portion of any realized capital losses generated
by Mid Cap Growth Fund and Enterprise Fund.
(12) The Reorganization, for each Fund and its shareholders, is expected to
be tax-free in nature.
(13) Mid Cap Growth Fund's shareholders will not pay any fees of the
Reorganization, and immediately after the Reorganization, the full and
fractional value of their shares in Enterprise Fund will be equal to
the full and fractional value of their Mid Cap Growth 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 Mid Cap Growth Fund and Enterprise Fund; 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.
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 Mid Cap Growth
Fund solely in exchange for shares of Enterprise Fund and the assumption
by Enterprise Fund of all liabilities of Mid Cap Growth Fund, and the
distribution of such shares to the shareholders of Mid Cap Growth Fund,
will constitute a "reorganization" within the meaning of Section 368(a)
of the Code;
- no gain or loss will be recognized by Mid Cap Growth Fund on the transfer
of the assets of Mid Cap Growth Fund to Enterprise Fund in exchange for
Enterprise Fund shares or the assumption by Enterprise Fund of all
liabilities of Mid Cap Growth Fund or upon the distribution of Enterprise
Fund shares to Mid Cap Growth Fund shareholders in exchange for their
shares of Mid Cap Growth Fund;
- the tax basis of Mid Cap Growth Fund's assets acquired by Enterprise Fund
will be the same to Enterprise Fund as the tax basis of such assets to
Mid Cap Growth Fund immediately prior to the Reorganization, and the
holding period of the assets of Mid Cap Growth Fund in the hands of
Enterprise Fund will include the period during which those assets were
held by Mid Cap Growth Fund;
- no gain or loss will be recognized by Enterprise Fund upon the receipt of
the assets of Mid Cap Growth Fund solely in exchange for Enterprise Fund
shares and the assumption by Enterprise Fund of all liabilities of Mid
Cap Growth Fund;
34
- no gain or loss will be recognized by shareholders of Mid Cap Growth Fund
upon the receipt of Enterprise Fund shares by such shareholders, provided
such shareholders receive solely Enterprise Fund shares (including
fractional shares) in exchange for their Mid Cap Growth Fund shares; and
- the aggregate tax basis of Enterprise Fund shares, including any
fractional shares, received by each shareholder of Mid Cap Growth Fund
pursuant to the Reorganization will be the same as the aggregate tax
basis of Mid Cap Growth Fund shares held by such shareholder immediately
prior to the Reorganization, and the holding period of Enterprise Fund
shares, including fractional shares, to be received by each shareholder
of Mid Cap Growth Fund will include the period during which Mid Cap
Growth Fund shares exchanged were held by such shareholder (provided that
Mid Cap Growth Fund shares were held as a capital asset on the Closing
Date).
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 Mid Cap Growth Fund in exchange for Enterprise Fund
shares and the assumption by Enterprise Fund of all liabilities of Mid Cap
Growth Fund does not constitute a tax-free reorganization, each Mid Cap Growth
Fund shareholder generally will recognize a gain or loss approximately equal to
the difference between the value of Enterprise Fund shares such shareholder
acquires and the tax basis of such shareholder's Mid Cap Growth Fund shares.
Prior to the Closing Date, Mid Cap Growth 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 Mid Cap Growth 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 Mid Cap Growth Fund
should also consult tax advisers as to state and local tax consequences, if any,
of the Reorganization.
As of July 31, 2008, Mid Cap Growth Fund had accumulated capital loss
carryforwards of $46,179,081. After the Reorganization, these losses may be
available to Enterprise Fund, which had accumulated capital loss carryforwards
of $3,604,018,104 as of October 31, 2008. The final amount of the accumulated
capital loss carryforwards for Mid Cap Growth Fund and Enterprise 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, Enterprise 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.
35
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.
CAPITALIZATION
The following table shows, on an unaudited basis, the capitalization as of
October 31, 2008 for Mid Cap Growth Fund and Enterprise Fund, as well as pro
forma capitalization giving effect to the Reorganization:
<Table>
<Caption>
ENTERPRISE FUND
MID CAP ENTERPRISE (PRO FORMA AFTER
GROWTH FUND(1) FUND(2) ADJUSTMENTS REORGANIZATION)(2)
-------------- -------------- ----------- ------------------
CLASS A
Net Assets.................... $ 54,837,878 N/A $ -- $ 54,837,878
Net Asset Value Per Share..... $ 24.59 N/A $ 11.12 $ 35.71
Shares Outstanding............ 2,230,105 N/A (694,460) 1,535,645
CLASS C
Net Assets.................... $ 15,284,771 N/A $ -- $ 15,284,771
Net Asset Value Per Share..... $ 23.79 N/A $ 11.92 $ 35.71
Shares Outstanding............ 642,357 N/A (214,332) 428,025
CLASS I
Net Assets.................... $223,539,624 N/A $ -- $ 223,539,624
Net Asset Value Per Share..... $ 24.69 N/A $ 11.02 $ 35.71
Shares Outstanding............ 9,055,163 N/A (2,795,302) 6,259,861
CLASS R
Net Assets.................... $ 16,671,323 N/A $ -- $ 16,671,323
Net Asset Value Per Share..... $ 24.09 N/A $ 11.62 $ 35.71
Shares Outstanding............ 692,017 N/A (225,164) 466,853
CLASS S
Net Assets.................... $164,485,327 N/A $ -- $ 164,485,327
Net Asset Value Per Share..... $ 24.32 N/A $ 11.39 $ 35.71
Shares Outstanding............ 6,762,115 N/A (2,155,973) 4,606,142
ENTERPRISE FUND
Net Assets.................... N/A $1,397,515,926 $ -- $1,397,515,926
Net Asset Value Per Share..... N/A $ 35.71 $ -- $ 35.71
Shares Outstanding............ N/A 39,134,388 39,134,388
</Table>
--------
(1) Mid Cap Growth Fund currently offers Class A, Class C, Class I, Class R and
Class S Shares.
(2) Enterprise Fund currently does not designate separate share classes. Upon
the consummation of the Reorganization, Class A, Class C, Class I, Class R
and Class S Shares of Enterprise Fund will be established with substantially
the same class characteristics as the Class A, Class C, Class I, Class R and
Class S Shares of Mid Cap Growth Fund, respectively.
36
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.
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 1940 Act.
PAYMENTS TO FINANCIAL INTERMEDIARIES BY JANUS CAPITAL OR ITS AFFILIATES
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
37
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 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
38
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 an annual fixed investment advisory
fee rate that is calculated daily and paid monthly at the annual rate of 0.64%
of the Fund's average daily net assets. Each Fund's investment advisory
agreement details the investment advisory fee and other expenses that each Fund
must pay. Each Fund incurs expenses not assumed by Janus Capital, including any
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. Mid Cap Growth Fund
incurs additional expenses not assumed by Janus Capital, including distribution
and shareholder servicing fees (12b-1 fee) (applicable to Class A, Class C,
Class R and Class S Shares) and administrative services fees (applicable to
Class R and Class S Shares). The following table reflects each Fund's
contractual annual investment advisory fee rate and the actual annual investment
advisory fee rate paid by each Fund to Janus Capital (gross and net of fee
waivers, if applicable).
<Table>
<Caption>
CONTRACTUAL INVESTMENT ACTUAL INVESTMENT
ADVISORY FEE ADVISORY FEE
---------------------- -----------------
MID CAP GROWTH FUND.............. 0.64% 0.54%(1)(2)(3)
ENTERPRISE FUND.................. 0.64% 0.64%(4)
</Table>
--------
(1) For the fiscal year ended July 31, 2008.
(2) Janus Capital has agreed to limit the Fund's total annual fund 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 the
extent such operating expenses exceed 0.65% until at least December 1, 2009.
Application of the expense waiver and its effect on annual fund operating
expenses is reflected, when applicable, in a footnote to the Annual Fund
Operating Expenses table in the "Comparison of 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) In addition to other expense waivers, the actual management fee paid
reflects credits to the Fund in an amount equal to investment advisory fees
paid by the Fund to a Janus money market fund for cash invested in that
money market fund under the Fund's money fund sweep program.
(4) For the fiscal year ended October 31, 2008.
The basis for the Trustees' approval of the current investment advisory
agreement for Mid Cap Growth Fund is included in Mid Cap Growth Fund's unaudited
Semiannual Report to shareholders dated January 31, 2009. The basis for the
Trustees' approval of the current investment advisory agreement for Enterprise
Fund is currently not available to shareholders, but will be included in
Enterprise Fund's unaudited Semiannual Report to shareholders dated April 30,
2009. For a discussion regarding the basis for the Trustees' approval of the
prior investment advisory agreement for Enterprise Fund, please refer to
Enterprise Fund's unaudited Semiannual Report to shareholders dated April 30,
2008.
39
ADMINISTRATIVE SERVICES FEES
As noted above, upon the consummation of the Reorganization, Class A, Class
C, Class I, Class R and Class S Shares of Enterprise Fund will be established
with substantially the same class characteristics as the Class A, Class C, Class
I, Class R and Class S Shares of Mid Cap Growth Fund, respectively. There will
be no change in the terms of administrative services fees paid by shareholders
of Class A, Class C, Class I, Class R and Class 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, administrative services, including
recordkeeping, subaccounting, order processing for omnibus or networked
accounts, or other shareholder services provided on behalf of investors. Order
processing includes the submission of transactions through the NSCC or similar
systems, or those processed on a manual basis with Janus Services LLC. Janus
Services LLC expects to use all or a significant portion of this fee to
compensate retirement plan service providers 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 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 the Funds.
Order processing includes the submission of transactions through the NSCC or
similar systems or processed on a manual basis with Janus Services LLC. These
administrative 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. Because
the form and amount charged varies by intermediary, the amount of the
administrative fee borne by the class is an average of all fees charged by
intermediaries. In the event an intermediary receiving payments from Janus
Services LLC on 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
BRIAN DEMAIN, CFA, is Executive Vice President and Portfolio Manager of
Enterprise Fund and Mid Cap Growth Fund, each of which he has managed since
November 2007. He served as Assistant Portfolio Manager of the Fund from
September 2004 to October 2007. Mr. Demain joined Janus Capital in 1999 as a
securities analyst. He holds a Bachelor's degree in Economics from Princeton
University, where he graduated summa cum laude and was a recipient of the Daniel
L. Rubinfeld '67 Prize in Empirical Economics for his senior thesis. Mr. Demain
holds the Chartered Financial Analyst designation.
40
Enterprise Fund's Statement of Additional Information dated February 27,
2009, and Mid Cap Growth 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. Demain's compensation, as well
as his management of other accounts and ownership of Fund securities.
SECURITIES TO BE ISSUED, KEY DIFFERENCES IN SHAREHOLDER RIGHTS
Mid Cap Growth 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. Enterprise Fund is organized
as a separate series of the JIF Trust, a Massachusetts business trust, and 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") and JIF
Bylaws.
All shares of a JIF 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 all funds in
the JIF Trust have noncumulative voting rights, which means that the holders of
more than 50% of the value of shares of all funds of the JIF Trust voting for
the election of Trustees can elect 100% of the Trustees if they choose to do so.
Shares of a JIF 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).
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.
<Table>
<Caption>
MID CAP GROWTH FUND ENTERPRISE FUND
------------------- ---------------
A shareholder is entitled to one vote for each whole share A shareholder is entitled to one vote for each dollar of net
held (and fractional votes for fractional shares held) in asset value standing in such shareholder's name on the books
such shareholder's name on the books of the JAD Trust. of the JIF Trust (and a fractional vote for each fractional
dollar).
Any Trustee may be removed at any meeting of the Any Trustee may be removed by a vote of at least two-thirds
shareholders by a vote of at least two-thirds of the of the shareholders of the JIF Trust at a meeting called for
outstanding shares of the JAD Trust. the purpose, or by a written declaration signed by at least
two-thirds of the shareholders and filed with the Trust's
custodian.
Shareholders do not have the power to vote on whether or not Shareholders have the power to vote to the same extent as
a court action, proceeding or claim should or should not be shareholders of a Massachusetts business corporation as to
brought or maintained derivatively or as whether a court action, proceeding or
</Table>
41
<Table>
<Caption>
MID CAP GROWTH FUND ENTERPRISE FUND
------------------- ---------------
a class action on behalf of the Trust or any series thereof claim should be brought or maintained derivatively or as a
or the shareholders. class action on behalf of the Trust or any series thereof.
There is no provision related to dividends or distributions Any dividend or distribution paid in shares will be paid at
paid in shares. the net asset value of the shares.
Shareholders shall be entitled to at least fifteen days' Shareholders shall be entitled to at least seven days'
notice of any shareholder meetings. notice of any shareholder meetings.
The Trustees are required to call a special meeting upon the The Trustees are required to promptly call a special meeting
written request of shareholders owning at least two-thirds upon the written request of shareholders holding not less
of the outstanding shares of such series or class entitled than 10% of the shares then outstanding for the purpose of
to vote. 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 or of meetings is set at thirty percent of the outstanding shares
the shares entitled to vote either in person or by proxy, or of the shares entitled to vote either in person or by
unless otherwise required by applicable law, the Bylaws or proxy, unless otherwise required by applicable law, the
the Trust Instrument. Bylaws or the Trust Instrument.
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.
The Trustees may not change outstanding shares in a manner No provision prevents the Trustees from changing outstanding
materially adverse to the shareholders. shares in a manner materially adverse to the shareholders.
No shareholder shall be personally bound and no payment Under Massachusetts law, shareholders of a Massachusetts
demand made on any shareholder except as agreed to by the business trust could, under certain circumstances, be held
shareholder. Shareholders shall have the same limitation of liable for the obligations of their fund. However, the JIF
personal liability as is extended to shareholders of a Trust Instrument provides that no shareholder shall be
private corporation for profit incorporated in the State of personally bound and no payment demand made on any
Delaware. shareholder except as agreed to by the shareholder.
The Trust, on behalf of the affected series, shall, upon In case any shareholder (or former shareholder) of any
request by such shareholder, series of the Trust shall be
</Table>
42
<Table>
<Caption>
MID CAP GROWTH FUND ENTERPRISE FUND
------------------- ---------------
assume the defense of any such claim made against such charged or held to be personally liable for any obligation
shareholder for any act or obligation of the series and or liability of the Trust solely by reason of being or
satisfy any judgment thereon from the assets of the series. having been a 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 of
said series estate to be held harmless from and indemnified
against all loss and expense arising from such liability.
No requirement exists that shareholders receive notification Shareholders of the relevant series or class thereof must be
of the liquidation of any particular series or class notified prior to giving effect to any authorization for the
thereof. liquidation of any particular series or class.
Subject to making certain determinations, the Trustees may A shareholder vote is necessary to terminate the Trust.
terminate the Trust or any series without obtaining a However, the Trustees may merge, liquidate or reorganize any
shareholder vote. Absent such determinations, terminating a series without seeking shareholder approval if in accordance
Trust or series requires a shareholder vote. with legal requirements such as the 1940 Act requirements.
There is no requirement that shareholders receive prior Prior to giving effect to any such authorization of
notice of any consolidation, merger or transfer. consolidation, merger or transfer, shareholders of the
relevant series or class must be notified.
</Table>
43
ADDITIONAL INFORMATION
SHARE OWNERSHIP
The following table shows, as of the close of business on March 31, 2009,
the number of outstanding shares and net assets of each class of Mid Cap Growth
Fund and the initial share class of Enterprise Fund:
<Table>
<Caption>
TOTAL NUMBER
OF SHARES
FUND OUTSTANDING NET ASSETS
---- ------------ --------------
Mid Cap Growth Fund
- Class A Shares.................. 2,407,594 $ 51,715,109
- Class C Shares.................. 699,021 $ 14,504,693
- Class I Shares.................. 11,440,025 $ 246,418,139
- Class R Shares.................. 1,229,747 $ 25,861,581
- Class S Shares.................. 7,106,680 $ 151,016,955
TOTAL............................. 22,883,067 $ 489,516,477
Enterprise Fund................... 37,456,225 $1,152,153,492
</Table>
To the knowledge of Janus Capital, as of March 31, 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 each Fund as
of March 31, 2009, are shown below. To the best knowledge of the JAD Trust and
the JIF Trust, no person beneficially owned more than 5% of the outstanding
shares of each Fund except as shown below, and such owners may not be the
beneficial owner of all or a portion of the shares.
<Table>
<Caption>
NAME OF FUND NAME AND ADDRESS OF NUMBER OF PERCENT OF
AND CLASS BENEFICIAL OWNER SHARES FUND
------------ --------------------------------------------- ---------- ----------
Mid Cap Growth Fund
- Class A Shares........... Merrill Lynch Pierce Fenner & Smith Inc. For 678,161 28.17%
The Sole Benefit Of Customers Jacksonville,
FL
Charles Schwab & Co. Inc. 539,958 22.43%
Special Custody Account
FBO Institutional Client Accounts San
Francisco, CA
Mitra & Co. 171,770 7.13%
C/O M&I TR Co. NA
FBO 98
Milwaukee, WI
Mid Cap Growth Fund
- Class C Shares........... Merrill Lynch Pierce Fenner & Smith Inc. For 162,215 23.21%
The Sole Benefit Of Customers Jacksonville,
FL
Citigroup Global Markets 153,280 21.93%
House Account
Owings Mills, MD
</Table>
44
<Table>
<Caption>
NAME OF FUND NAME AND ADDRESS OF NUMBER OF PERCENT OF
AND CLASS BENEFICIAL OWNER SHARES FUND
------------ --------------------------------------------- ---------- ----------
Mid Cap Growth Fund
- Class I Shares........... Cardinal Bank 1,122,183 9.81%
FBO Its Clients
McLean, VA
NFS LLC 823,946 7.20%
FEBO Bank Of America NA
Dallas, TX
Mid Cap Growth Fund
- Class R Shares........... Hartford Life Insurance Co. 300,254 24.42%
Separate Account DC IV
Hartford, CT
Merrill Lynch Pierce Fenner & Smith Inc. 197,408 16.05%
Jacksonville, FL
Mid Cap Growth Fund
- Class S Shares........... National Financial Services LLC TR 1,180,003 16.60%
For Exclusive Benefit Of Our Customers New
York, NY
Benefit Trust Co. 761,921 10.72%
FBO PHH Investments LLC
Overland Park, KS
Nationwide Trust Company FSB 625,920 8.81%
C/O IPO Portfolio Accounting
Columbus, OH
Charles Schwab & Co., Inc. 426,964 6.01%
Special Custody Account
FBO Institutional Client Accounts
San Francisco, CA
Enterprise Fund.............. National Financial Services Corp. 8,224,089 21.96%
For the Exclusive Benefit of Our Customers
New York, NY
Charles Schwab & Co., Inc. 6,014,089 16.06%
Exclusive Benefit of Our Customers Reinvest
Account
San Francisco, CA
</Table>
To the best knowledge of the Trusts, the percentage of each applicable
class of Enterprise Fund that would be owned by the above named shareholders
upon consummation of the Reorganization is expected to be approximately the
same.
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. Waldinger and Linda S.
Wolf. Each of the Trustees is not an "interested" person of Janus Capital, 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.
45
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
PricewaterhouseCoopers LLP, 1670 Broadway, Suite 1000, Denver, Colorado,
80202, the Independent Registered Public Accounting Firm for the Funds, audits
the Funds' annual financial statements and compiles 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
Mid Cap Growth Fund and Enterprise 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,
-s- Robin C. Beery
Robin C. Beery
Chief Executive Officer and President of
Janus Adviser Series
46
APPENDIX A
FORM OF AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") is made as of
this [ ] day of [ ], 2009, 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").
A-1
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 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 2, 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
A-2
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;
(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-3
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
A-4
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 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.
A-5
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 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;
A-6
(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 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.
A-7
10. HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT; LIMITATION OF LIABILITY
10.1 The Article and paragraph headings contained in this Agreement are
for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
10.2 This Agreement may be executed in any number of counterparts each of
which shall be deemed an original.
10.3 This Agreement shall be governed by and construed in accordance with
the laws of the Commonwealth of Massachusetts.
10.4 This Agreement shall bind and inure to the benefit of the parties
hereto and their respective successors and assigns, but no assignment or
transfer hereof or of any rights or obligations hereunder shall be made by any
party without the written consent of the other party. Nothing herein expressed
or implied is intended or shall be construed to confer upon or give any person,
firm or corporation, other than the parties hereto and their respective
successors and assigns, any rights or remedies under or by reason of this
Agreement.
10.5 It is expressly agreed that the obligations of 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.
A-8
IN WITNESS WHEREOF, the undersigned has caused this Agreement to be
executed as of the date set forth above.
<Table>
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:
</Table>
A-9
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").
B-1
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.
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
B-2
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.
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.
B-3
RULE 144A SECURITIES are securities that are not registered for sale to the
general public under the 1933 Act, 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.
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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.
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
B-5
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.
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
B-6
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.
B-7
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-8
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
Enterprise Fund (the "Enterprise Fund"), a series of Janus Investment Fund (the
"Trust"). Enterprise Fund currently does not offer shares of any of these
classes. However, upon consummation of the reorganization of Janus Adviser Mid
Cap Growth Fund with and into Enterprise Fund (the "Reorganization"), Enterprise
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. Enterprise Fund currently only offers
one class of shares (the "Initial Class"), which is not offered in this
Prospectus/Information Statement. Please refer to Enterprise Fund's prospectus
dated February 27, 2009 (the "Enterprise Fund's 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 Enterprise 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 Enterprise 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
Enterprise 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
C-1
be paid by Enterprise 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, Enterprise Fund is available only to U.S.
citizens or residents.
PRICING OF ENTERPRISE 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.
Enterprise 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 Enterprise Fund's 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 Enterprise 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 Enterprise 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 Enterprise 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 Enterprise
Fund or its agent by the close of the regular trading session of the NYSE.
Securities held by Enterprise 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
Enterprise 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
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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.
Enterprise 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, Enterprise 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 Enterprise Fund's portfolio
securities and the reflection of such change in Enterprise 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 Enterprise Fund's valuation of a security is
different from the security's market value, short-term arbitrage traders may
dilute the NAV of Enterprise Fund, which negatively impacts long-term
shareholders. Enterprise 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 Enterprise
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 Enterprise Fund under the arrangements made
between your financial intermediary or plan sponsor and its customers.
Enterprise Fund is not responsible for the failure of any financial intermediary
or plan sponsor to carry out its obligations to its customers.
CHOOSING A SHARE CLASS
As noted above, upon the closing of the Reorganization, and subject to
certain contingencies, Enterprise 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
C-3
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.*
<Table>
<Caption>
CLASS A CLASS C CLASS I CLASS R CLASS S
----------------- ----------------- ----------------- --------- -----------------
Initial sales Up to 5.75%(1)(2) None None None None
charge on
purchases
Deferred sales None except on 1.00% on Shares None None None
charge (CDSC) certain redeemed within
redemptions of 12 months of
Shares purchased 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 non- $2,500 for non- $1 million for $2,500(3) $2,500 for non-
investment retirement retirement institutional retirement
account; $500 for account; $500 for investors; $500 account; $500 for
certain tax- certain tax- for tax-deferred certain tax-
deferred or deferred or accounts and deferred or
UGMA/UTMA UGMA/UTMA $2,500 for other UGMA/UTMA
accounts accounts accounts 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%
</Table>
--------
* 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.
(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), Enterprise Fund may pay Janus
Distributors LLC, the Trust's distributor ("Janus Distributors"), a fee for the
sale and distribution of
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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 Enterprise
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
Enterprise 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), Enterprise 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 Enterprise 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 Enterprise 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 Enterprise 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 Enterprise 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 Enterprise Fund to Janus
Services LLC ("Janus Services"), which uses such fees to reimburse
intermediaries. Because the form and amount charged varies by intermediary,
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the amount of the administrative fee borne by the class is an average of all
fees charged by intermediaries. In the event an intermediary receiving payments
from Janus Services on behalf of Enterprise 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 Enterprise Fund for providing, or arranging
for the provision of, administrative services, including recordkeeping,
subaccounting, order processing for omnibus or networked accounts, or other
shareholder services provided on behalf of investors. Order processing includes
the submission of transactions through the NSCC or similar systems, or those
processed on a manual basis with Janus. Janus Services expects to use all or a
significant portion of this fee to compensate retirement plan service providers
and other financial intermediaries for providing these services to their
customers who invest in Enterprise 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 Enterprise
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 Enterprise 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 Enterprise Fund's behalf. As discussed under the
section titled "The Reorganization - Other Comparative Information about the
Funds" in this Prospectus/Information Statement, Janus Capital Management LLC
("Janus Capital"), Enterprise 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 Enterprise Fund
or that provide services in connection with investments in Enterprise Fund. You
should consider such arrangements when evaluating any recommendation of
Enterprise Fund.
Enterprise Fund reserves the right to reject any purchase order, including
exchange purchases, for any reason. Enterprise Fund is not intended for
excessive trading. For
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more information about Enterprise 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 Enterprise Fund account for non-retirement accounts and
$500 per Enterprise 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 Enterprise 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 Enterprise 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 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.
Enterprise Fund reserves the right to annually request that intermediaries
close Enterprise 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
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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 Enterprise Fund, you may receive written notice prior to the
closure of your Enterprise 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.
Enterprise 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 Enterprise 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
Enterprise 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.
<Table>
<Caption>
CLASS A SHARES SALES CHARGE AS
A PERCENTAGE OF
-------------------------------
NET AMOUNT
AMOUNT OF PURCHASE AT OFFERING PRICE OFFERING PRICE(1) 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
</Table>
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--------
(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 Enterprise 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.
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 Enterprise Fund or certain other Janus funds)
with your current purchase of Class A Shares of Enterprise 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 Enterprise 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 Enterprise 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 Enterprise Fund shares, as Enterprise Fund, its agents, or your
financial intermediary may not retain this information.
C-9
RIGHT OF ACCUMULATION. You may purchase Class A Shares of Enterprise 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 Enterprise 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.
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.
C-10
You may access information regarding sales loads, breakpoint discounts, and
purchases of Enterprise Fund's shares, free of charge, and in a clear and
prominent format, at 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 Enterprise 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.
- Enterprise 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. Enterprise 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 Enterprise Fund may make up to four round trips in
Enterprise Fund in a 12-month period, although Enterprise 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
Enterprise Fund (by any means) followed by a purchase back into
Enterprise Fund (by any means). Enterprise Fund will work with
intermediaries to apply Enterprise Fund's exchange limit. However,
Enterprise Fund may not always have the ability to monitor or enforce the
trading activity in such accounts.
- For more information about Enterprise 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 Enterprise
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.
C-11
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 fund 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 Enterprise Fund may be redeemed on any business day on which
Enterprise Fund's NAV is calculated. Redemptions are duly processed at the NAV
next calculated after your redemption order is received in good order by
Enterprise 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.
If you hold Class A, Class C, Class I or Class S Shares, you should note
that Enterprise Fund reserves the right to annually request that intermediaries
close Enterprise 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 Enterprise
Fund, you may receive written notice prior to the closure of your Enterprise
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 Enterprise 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, to
accommodate a request by a particular shareholder that does not adversely affect
the interest of the remaining shareholders, or in connection with the
liquidation of a fund, by delivery of securities selected from its assets at its
discretion. However, Enterprise Fund is required to redeem shares solely for
C-12
cash up to the lesser of $250,000 or 1% of the NAV of Enterprise Fund during any
90-day period for any one shareholder. Should redemptions by any shareholder
exceed such limitation, Enterprise 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.
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 Enterprise 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;
C-13
- The redemption of Class A Shares or Class C Shares acquired through
reinvestment of Enterprise 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 Enterprise 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
The Board of Trustees of Enterprise Fund has adopted policies and
procedures with respect to short-term and excessive trading of Fund shares
("excessive trading"). Enterprise Fund is intended for long-term investment
purposes only, and the Fund will take reasonable steps to attempt to detect and
deter short-term and excessive trading. Transactions placed in violation of
Enterprise 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, Enterprise 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 Enterprise 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. Enterprise Fund
attempts to deter excessive trading through at least the following methods:
- trade monitoring;
- fair valuation of securities as described under "Pricing of Fund Shares;"
and
- redemption fees (where applicable on certain classes of certain funds).
Generally, a purchase and redemption of shares from Enterprise Fund within
90 calendar days (i.e., "round trip") may result in enforcement of Enterprise
Fund's excessive trading policies and procedures with respect to future purchase
orders,
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provided that the Fund reserves the right to reject any purchase request as
explained above.
Enterprise Fund monitors for patterns of shareholder frequent trading and
may suspend or permanently terminate the exchange privilege of any investor who
makes more than one round trip in Enterprise Fund over a 90-day period and may
bar future purchases into the Fund and any of the other Janus funds by such
investor. Enterprise 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.
Enterprise 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 Enterprise
Fund's excessive trading policies and procedures and may be rejected in whole or
in part by the Fund. Enterprise 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 Enterprise Fund, and thus the Fund may have difficulty curtailing such
activity. Transactions accepted by a financial intermediary in violation of
Enterprise 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,
Enterprise 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 future purchases by investors who have recently
redeemed Fund shares, requiring intermediaries to report information about
customers who purchase and redeem large amounts, and similar restrictions.
Enterprise 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
trading concerns and normally do not require application of Enterprise Fund's
methods to detect and deter excessive trading.
Enterprise 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
C-15
disruptive to the Fund. For example, Enterprise Fund may refuse a purchase order
if the Fund's portfolio manager believes he 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.
Enterprise 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 Enterprise Fund's long-term
shareholders. Excessive trading into and out of Enterprise 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 Enterprise 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
Enterprise 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
Enterprise Fund's valuation of a security differs from the security's market
value, short-term arbitrage traders may dilute the NAV of Enterprise Fund, which
negatively impacts long-term shareholders. Although Enterprise 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 Enterprise 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, Enterprise 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 Enterprise Fund and
its agents. This makes Enterprise 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 Enterprise 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.
C-16
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 Enterprise 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
Enterprise Fund.
- FULL HOLDINGS. Enterprise 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 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. Enterprise 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. Enterprise 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. Enterprise
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 Enterprise Fund, including under
extraordinary circumstances exceptions to the Mutual Fund Holdings Disclosure
Policies and Procedures made by Janus Capital's Chief Investment Officer(s)
C-17
or their delegates. Such exceptions may be made without prior notice to
shareholders. A summary of Enterprise Fund's portfolio holdings disclosure
policies and procedures, which includes a discussion of any exceptions, is
contained in the Fund's SAI.
DISTRIBUTION OF ENTERPRISE FUND
Enterprise 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 Enterprise 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. Enterprise
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 and distributions of capital gains for
Enterprise Fund are normally declared and distributed in December but, if
necessary, may be distributed at other times as well. For investors investing
through intermediaries, the date you receive your distribution may vary
depending on how your intermediary processes trades. Please consult your
intermediary for details.
HOW DISTRIBUTIONS AFFECT ENTERPRISE FUND'S NAV
Distributions are paid to shareholders as of the record date of a
distribution of Enterprise Fund, regardless of how long the shares have been
held. Undistributed dividends and net capital gains are included in Enterprise
Fund's daily NAV. The share price of Enterprise Fund drops by the amount of the
distribution, net of any subsequent market fluctuations. For example, assume
that on December 31, Enterprise Fund declared a dividend in the amount of $0.25
per share. If Enterprise Fund's share price was $10.00 on December 30,
Enterprise 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.
C-18
"BUYING A DIVIDEND"
If you purchase shares of Enterprise 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, Enterprise 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 Enterprise Fund, whether or not you
reinvested the dividends. Before buying shares of Enterprise 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, Enterprise Fund's distributions of net investment
income and net capital gains are automatically reinvested in Enterprise 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 Enterprise 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 Enterprise 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 Enterprise Fund are subject to federal income tax,
regardless of whether the distribution is made in cash or reinvested in
additional shares of Enterprise Fund. When gains from the sale of a security
held by Enterprise Fund are paid to shareholders, the rate at which the gain
will be taxed to shareholders depends on the length of time Enterprise Fund held
the security. In certain states, a portion of the distributions (depending on
the sources of Enterprise Fund's income) may be exempt from state and local
taxes. Enterprise Fund's net investment income and capital gains are distributed
to (and may be taxable to) those persons who are shareholders of Enterprise
C-19
Fund at the record date of such payments. Although Enterprise 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 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 Enterprise 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.
Enterprise 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 ENTERPRISE FUND
Dividends, interest, and some capital gains received by Enterprise Fund on
foreign securities may be subject to foreign tax withholding or other foreign
taxes. If Enterprise 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
Enterprise Fund. Enterprise 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. Enterprise 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.
Enterprise 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 Enterprise Fund meet these requirements so that any earnings
on your investment will not be subject to federal income taxes twice. If
Enterprise Fund invests in partnerships, it may be subject to state tax
liabilities.
C-20
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, four of which still remain: (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); and (iv) claims by a putative class of shareholders of
Janus Capital Group Inc. ("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
D-1
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. Having completed the supplemental briefing, the parties are awaiting a
ruling from the Court. 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. Finally, a Motion to Dismiss the Wiggins suit
(action (iv) 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 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 in addition to other allegations: (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
MAY 11, 2009
RELATING TO THE ACQUISITION OF THE ASSETS OF
JANUS ADVISER MID CAP GROWTH 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 ENTERPRISE 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 May 11, 2009. The
Prospectus/Information Statement is being furnished to shareholders of Janus
Adviser Mid Cap Growth Fund, a series of Janus Adviser Series ("Mid Cap Growth
Fund"), in connection with the reorganization of Mid Cap Growth Fund with and
into Janus Enterprise Fund, a series of Janus Investment Fund ("Enterprise
Fund"), pursuant to which all of the assets and liabilities of Mid Cap Growth
Fund would be transferred to Enterprise Fund in exchange for shares of
beneficial interest of Enterprise 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 Enterprise 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 Mid Cap Growth Fund, dated November 28, 2008, as
supplemented (File No: 333-33978), and the SAI for Enterprise Fund,
dated February 27, 2009, as supplemented (File No: 002-34393).
2. The Financial Statements of Mid Cap Growth 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 Enterprise 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 Mid Cap Growth Fund would become a shareholder of the corresponding
class of shares of Enterprise Fund. Enterprise Fund does not currently offer
Class A, Class C, Class I, Class R and Class S shares. However, upon
consummation of the Reorganization, Enterprise 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 Enterprise 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 Enterprise Fund in its SAI dated February 27, 2009
(File No. 002-34393), is incorporated herein by reference. Only certain
information specific to Enterprise 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
ENTERPRISE 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 Enterprise Fund's
transfer agent. In addition, Janus Services provides certain other
administrative, recordkeeping, and shareholder relations services for Enterprise
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 Enterprise Fund for providing or procuring recordkeeping,
subaccounting, and other administrative services to investors in Class R shares
and Class S shares of Enterprise 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 fees charged by certain
intermediaries for administrative services including, but not limited to,
recordkeeping, subaccounting, order processing for omnibus or networking
accounts, or other shareholders services provided by intermediaries on behalf of
the shareholders of the Funds. Order processing includes the
2
submission of transactions through the National Securities Clearing Corporation
or similar systems or those processed on a manual basis by Janus Services.
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 Enterprise 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. Enterprise Fund receives the NAV. The
sales charge is allocated between your financial intermediary and Janus
Distributors LLC ("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
3
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
service-related and/or 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/or service expenses, and the payments may exceed distribution
and service expenses actually incurred. Payments are made to Janus Distributors,
Enterprise Fund's distributor, 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 Enterprise Fund for
activities which are primarily intended to result in sales of Class C shares of
Enterprise Fund. In addition, the Plan permits the payment of up to 0.25% of the
average daily net assets of Class C shares of Enterprise Fund for shareholder
servicing activities such as providing facilities to answer questions from
existing investors about Enterprise 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
Enterprise 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 Enterprise Fund at
any time, without penalty, by vote of a majority of the outstanding shares of
that Class of Enterprise 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
4
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.
5
PRO FORMA FINANCIAL STATEMENTS
In connection with a proposed transaction whereby all of the assets and
liabilities of Mid Cap Growth Fund will be transferred to Enterprise Fund (each,
a "Fund" and collectively, the "Funds"), in exchange for shares of Enterprise
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.
6
ENTERPRISE FUND
PRO FORMA SCHEDULE OF INVESTMENTS (UNAUDITED)
<Table>
<Caption>
MID CAP PRO FORMA MID CAP PRO FORMA
ENTERPRISE GROWTH ENTERPRISE ENTERPRISE GROWTH ENTERPRISE
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 - 98.0%
ADVERTISING SALES - 1.7%
Lamar Advertising
Co. - Class A*................... 1,559,340 484,887 2,044,227 $ 23,655,188 $ 7,355,736 $ 31,010,924
AEROSPACE AND DEFENSE - 1.1%
Embraer-Empresa Brasileira de
Aeronautica S.A. (ADR)........... 800,545 227,380 1,027,925 16,747,401 4,756,790 21,504,191
AEROSPACE AND DEFENSE -
EQUIPMENT - 1.8%D
Alliant Techsystems, Inc.*.......... 313,705 106,165 419,870 25,849,292 8,747,996 34,597,288
AGRICULTURAL OPERATIONS - 0.4%
Chaoda Modern Agriculture, Holdings,
Ltd. ............................ 8,070,000 1,988,000 10,058,000 5,516,550 1,358,972 6,875,522
AIRLINES - 1.7%
Ryanair Holdings PLC (ADR) *,**..... 1,054,741 382,675 1,437,416 23,489,082 8,522,172 32,011,254
APPAREL MANUFACTURERS - 2.2%
Esprit Holdings, Ltd. .............. 2,845,700 887,200 3,732,900 15,976,068 4,980,836 20,956,904
VF Corp. ........................... 281,520 89,435 370,955 15,511,752 4,927,869 20,439,621
31,487,820 9,908,705 41,396,525
APPLICATIONS SOFTWARE - 1.0%
Citrix Systems, Inc.*............... 509,320 184,525 693,845 13,125,176 4,755,209 17,880,385
BATTERIES AND BATTERY SYSTEMS - 1.6%
Energizer Holdings, Inc.*........... 476,940 146,035 622,975 23,303,288 7,135,270 30,438,558
CASINO HOTELS - 0.5%
Crown, Ltd. **...................... 1,634,945 248,574 1,883,519 7,311,072 1,111,562 8,422,634
Melco PBL Entertainment (Macau),
Ltd. (ADR)*...................... -- 388,435 388,435 -- 1,592,583 1,592,583
7,311,072 2,704,145 10,015,217
CELLULAR TELECOMMUNICATIONS - 1.2%
Leap Wireless International, Inc.*.. 642,630 191,190 833,820 18,019,345 5,360,968 23,380,313
CHEMICALS - DIVERSIFIED - 1.1%
K+S A.G. **......................... 386,221 132,496 518,717 15,400,587 5,283,287 20,683,874
COMMERCIAL SERVICES - 3.0%
CoStar Group, Inc.*................. -- 55,140 55,140 -- 1,986,143 1,986,143
Iron Mountain, Inc.*................ 1,708,447 520,555 2,229,002 41,481,093 12,639,075 54,120,168
41,481,093 14,625,218 56,106,311
COMMERCIAL SERVICES - FINANCE - 2.1%
Equifax, Inc. ...................... 297,380 113,810 411,190 7,755,670 2,968,165 10,723,835
Global Payments, Inc. .............. 293,187 83,450 376,637 11,877,006 3,380,560 15,257,566
Paychex, Inc. ...................... 348,961 125,272 474,233 9,959,347 3,575,262 13,534,609
29,592,023 9,923,987 39,516,010
COMPUTER AIDED DESIGN - 0.6%
Logitech International*............. 588,030 199,640 787,670 8,696,964 2,952,676 11,649,640
COMPUTER SERVICES - 0.5%
IHS, Inc. - Class A*................ 198,820 54,540 253,360 7,036,240 1,930,171 8,966,411
</Table>
7
<Table>
<Caption>
MID CAP PRO FORMA MID CAP PRO FORMA
ENTERPRISE GROWTH ENTERPRISE ENTERPRISE GROWTH ENTERPRISE
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 - 1.0%
Apple, Inc.*........................ 137,707 27,803 165,510 14,815,896 2,991,325 17,807,221
CONSULTING SERVICES - 0.8%
Gartner Group, Inc.*................ 614,330 172,430 786,760 11,303,672 3,172,712 14,476,384
CONTAINERS - METAL AND GLASS - 2.7%
Ball Corp. ......................... 627,365 206,125 833,490 21,455,883 7,049,475 28,505,358
Owens-Illinois, Inc.*............... 716,615 252,830 969,445 16,396,151 5,784,750 22,180,901
37,852,034 12,834,225 50,686,259
DECISION SUPPORT SOFTWARE - 1.3%
MSCI, Inc.*......................... 1,007,819 354,113 1,361,932 17,374,800 6,104,908 23,479,708
DISTRIBUTION/WHOLESALE - 1.3%
Li & Fung, Ltd. .................... 9,352,720 2,565,975 11,918,695 18,806,561 5,159,693 23,966,254
DIVERSIFIED OPERATIONS - 0.9%
Cooper Industries, Ltd. - Class A... 375,675 130,890 506,565 11,627,141 4,051,045 15,678,186
Polytec Asset Holdings, Ltd. ....... 35,394,279 2,469,140 37,863,419 1,550,191 108,143 1,658,334
13,177,332 4,159,188 17,336,520
ELECTRIC PRODUCTS -
MISCELLANEOUS - 1.1%
AMETEK, Inc. ....................... 514,892 130,307 645,199 17,120,159 4,332,708 21,452,867
ELECTRONIC
COMPONENTS - SEMICONDUCTORS - 1.7%
Microsemi Corp.*.................... 1,087,495 355,130 1,442,625 23,642,141 7,720,526 31,362,667
ELECTRONIC CONNECTORS - 1.4%
Amphenol Corp. - Class A............ 646,035 255,285 901,320 18,508,903 7,313,915 25,822,818
ELECTRONIC MEASURING
INSTRUMENTS - 1.2%
Trimble Navigation, Ltd.*........... 836,900 223,361 1,060,261 17,215,033 4,594,536 21,809,569
ENTERTAINMENT SOFTWARE - 0.6%
Electronic Arts, Inc.*.............. 346,125 108,555 454,680 7,884,728 2,472,883 10,357,611
FIDUCIARY BANKS - 0.8%
Northern Trust Corp. ............... 226,295 54,030 280,325 12,742,671 3,042,429 15,785,100
FILTRATION AND SEPARATIONS
PRODUCTS - 0.7%
Pall Corp. ......................... 368,350 127,330 495,680 9,728,124 3,362,785 13,090,909
FINANCE - CONSUMER LOANS - 1.1%
Nelnet, Inc. - Class A*............. 1,090,844 338,535 1,429,379 15,959,048 4,952,767 20,911,815
FINANCE - OTHER SERVICES - 1.0%
CME Group, Inc. .................... 52,350 16,160 68,510 14,770,553 4,559,544 19,330,097
INDEPENDENT POWER PRODUCER - 1.4%
NRG Energy, Inc.*................... 810,020 310,110 1,120,130 18,832,965 7,210,058 26,043,023
INSTRUMENTS - CONTROLS - 0.8%
Mettler-Toledo International,
Inc.*............................ 155,350 49,015 204,365 11,890,489 3,751,608 15,642,097
INSTRUMENTS - SCIENTIFIC - 1.7%
Thermo Fisher Scientific, Inc.*..... 576,144 193,977 770,121 23,391,446 7,875,466 31,266,912
INTERNET CONNECTIVITY SERVICES - 0.2%
NDS Group PLC (ADR)*................ -- 82,917 82,917 -- 3,954,312 3,954,312
</Table>
8
<Table>
<Caption>
MID CAP PRO FORMA MID CAP PRO FORMA
ENTERPRISE GROWTH ENTERPRISE ENTERPRISE GROWTH ENTERPRISE
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
---------------------- ---------- ---------- ---------- -------------- ------------ --------------
INVESTMENT MANAGEMENT AND ADVISORY
SERVICES - 2.0%
National Financial Partners Corp. .. 1,181,805 364,425 1,546,230 7,870,821 2,427,071 10,297,892
T. Rowe Price Group, Inc. .......... 527,855 160,005 687,860 20,871,387 6,326,597 27,197,984
28,742,208 8,753,668 37,495,876
MACHINERY - GENERAL INDUSTRIAL - 2.1%
Roper Industries, Inc. ............. 651,120 199,075 850,195 29,528,292 9,028,051 38,556,343
MACHINERY - PUMPS - 0.9%
Graco, Inc. ........................ 496,605 187,355 683,960 12,281,042 4,633,289 16,914,331
MEDICAL - BIOMEDICAL AND
GENETIC - 5.9%
Celgene Corp.*...................... 796,103 257,695 1,053,798 51,157,578 16,559,480 67,717,058
Genzyme Corp.*...................... 71,910 24,170 96,080 5,240,801 1,761,510 7,002,311
Gilead Sciences, Inc.*.............. 411,697 137,995 549,692 18,876,307 6,327,071 25,203,378
Millipore Corp.*.................... 163,390 57,275 220,665 8,478,307 2,972,000 11,450,307
83,752,993 27,620,061 111,373,054
MEDICAL - DRUGS - 0.9%
Shire PLC (ADR)..................... 298,495 114,890 413,385 11,775,628 4,532,411 16,308,039
MEDICAL - HMO - 1.0%
Coventry Health Care, Inc.*......... 826,913 107,365 934,278 10,906,982 1,416,144 12,323,126
UnitedHealth Group, Inc. ........... -- 277,735 277,735 -- 6,590,652 6,590,652
10,906,982 8,006,796 18,913,778
METAL PROCESSORS AND
FABRICATORS - 1.1%
Precision Castparts Corp. .......... 254,450 74,415 328,865 16,490,905 4,822,836 21,313,741
OIL COMPANIES - EXPLORATION AND
PRODUCTION - 5.5%
EOG Resources, Inc. ................ 255,355 104,390 359,745 20,663,327 8,447,239 29,110,566
Forest Oil Corp.*................... 841,320 321,595 1,162,915 24,574,956 9,393,789 33,968,745
Sandridge Energy, Inc.*............. 1,462,667 511,443 1,974,110 15,650,537 5,472,440 21,122,977
Whitting Petroleum Corp.*........... 279,244 85,775 365,019 14,517,896 4,459,442 18,977,338
75,406,716 27,772,910 103,179,626
OIL COMPANIES - INTEGRATED - 1.0%
Hess Corp. ......................... 240,540 79,930 320,470 14,482,913 4,812,585 19,295,498
OIL FIELD MACHINERY AND
EQUIPMENT - 0.6%
FMC Technologies, Inc.*............. 241,410 73,155 314,565 8,446,936 2,559,693 11,006,629
PHYSICAL PRACTICE MANAGEMENT - 1.3%
Pediatrix Medical Group, Inc.*...... 475,134 163,800 638,934 18,363,929 6,330,870 24,694,799
PIPELINES - 1.3%
Kinder Morgan Management LLC*....... 378,149 121,035 499,184 18,888,543 6,045,698 24,934,241
REAL ESTATE MANAGEMENT/
SERVICES - 1.4%
CB Richard Ellis Group, Inc. - Class
A*............................... 931,150 311,870 1,243,020 6,527,362 2,186,209 8,713,571
Jones Lang LaSalle, Inc. ........... 403,630 137,273 540,903 13,287,499 4,519,027 17,806,526
19,814,861 6,705,236 26,520,097
</Table>
9
<Table>
<Caption>
MID CAP PRO FORMA MID CAP PRO FORMA
ENTERPRISE GROWTH ENTERPRISE ENTERPRISE GROWTH ENTERPRISE
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
---------------------- ---------- ---------- ---------- -------------- ------------ --------------
REAL ESTATE OPERATING/
DEVELOPMENT - 2.5%
CapitaLand, Ltd. ................... 3,736,000 1,208,000 4,944,000 7,381,577 2,386,763 9,768,340
Hang Lung Properties, Ltd. ......... 5,783,000 1,574,000 7,357,000 13,973,782 3,803,343 17,777,125
St. Joe Co.*........................ 482,495 146,275 628,770 14,918,746 4,522,823 19,441,569
36,274,105 10,712,929 46,987,034
REINSURANCE - 2.4%
Berkshire Hathaway, Inc. - Class
B*............................... 9,154 2,479 11,633 35,151,360 9,519,360 44,670,720
REIT - DIVERSIFIED - 1.5%
CapitalSource, Inc. ................ 2,953,661 851,597 3,805,258 21,857,091 6,301,818 28,158,909
RETAIL - APPAREL AND SHOE - 1.0%
Nordstrom, Inc. .................... 809,665 250,825 1,060,490 14,646,840 4,537,424 19,184,264
RETAIL - OFFICE SUPPLIES - 1.1%
Staples, Inc. ...................... 808,875 211,162 1,020,037 15,716,441 4,102,878 19,819,319
SEMICONDUCTOR COMPONENTS/INTEGRATED
CIRCUITS - 4.4%
Atmel Corp.*........................ 9,277,410 2,755,920 12,033,330 38,501,251 11,437,069 49,938,320
Cypress Semiconductor Corp.*........ 2,435,590 716,144 3,151,734 12,202,306 3,587,881 15,790,187
Sunpower Corp. - Class B*........... 423,249 109,645 532,894 12,532,403 3,246,588 15,778,991
63,235,960 18,271,538 81,507,498
SEMICONDUCTOR EQUIPMENT - 1.5%
KLA-Tencor Corp. ................... 912,900 289,975 1,202,875 21,224,925 6,741,919 27,966,844
TELECOMMUNICATION EQUIPMENT - 1.3%
CommScope, Inc.*.................... 1,231,255 452,005 1,683,260 18,111,761 6,648,994 24,760,755
TELECOMMUNICATION SERVICES - 3.5%
Amdocs, Ltd. (U.S. Shares)*......... 1,095,395 350,290 1,445,685 24,712,111 7,902,542 32,614,653
SAVVIS, Inc.*....................... 1,087,765 187,935 1,275,700 9,354,779 1,616,241 10,971,020
Time Warner Telecom, Inc. - Class
A*............................... 2,256,020 881,450 3,137,470 15,972,622 6,240,666 22,213,288
50,039,512 15,759,449 65,798,961
TOYS - 2.2%
Mattel, Inc. ....................... 2,027,958 719,796 2,747,754 30,459,929 10,811,336 41,271,265
TRANSPORTATION - RAILROAD - 1.1%
Canadian National Railway Co. (U.S.
Shares).......................... 330,770 131,000 461,770 14,309,110 5,667,060 19,976,170
TRANSPORTATION - SERVICES - 2.0%
C.H. Robinson Worldwide, Inc. ...... 296,830 148,475 445,305 15,369,858 7,688,035 23,057,893
Expeditors International of,
Washington, Inc. ................ 364,505 56,150 420,655 11,901,088 1,833,298 13,734,386
27,270,946 9,521,333 36,792,279
TRANSPORTATION - TRUCK - 1.6%
Con-Way, Inc. ...................... 332,640 110,450 443,090 11,323,066 3,759,718 15,082,784
Landstar System, Inc. .............. 333,140 36,590 369,730 12,855,872 1,412,008 14,267,880
24,178,938 5,171,726 29,350,664
WEB HOSTING/DESIGN - 2.0%
Equinix, Inc.*...................... 456,406 143,895 600,301 28,488,863 8,981,926 37,470,789
</Table>
10
<Table>
<Caption>
MID CAP PRO FORMA MID CAP PRO FORMA
ENTERPRISE GROWTH ENTERPRISE ENTERPRISE GROWTH ENTERPRISE
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
---------------------- ---------- ---------- ---------- -------------- ------------ --------------
WIRELESS EQUIPMENT - 2.7%
Crown Castle International Corp.*... 1,749,780 626,828 2,376,608 37,042,843 13,269,949 50,312,792
TOTAL COMMON STOCK
(COST $1,783,838,368,
COST $648,123,737; COMBINED
COST $2,431,962,105)................ 1,382,618,248 452,530,633 1,835,148,881
MONEY MARKETS - 1.7%
Janus Institutional Cash Management
Fund - Institutional Shares,
1.46%............................ -- 17,507,903 17,507,903 -- 17,507,903 17,507,903
Janus Institutional Money Market
Fund - Institutional Shares,
1.09%............................ 10,006,000 3,270,000 13,276,000 10,006,000 3,270,000 13,276,000
TOTAL MONEY MARKETS
(COST $10,006,000,
COST $20,777,903; COMBINED
COST $30,783,903)................... 10,006,000 20,777,903 30,783,903
TOTAL INVESTMENTS
(COST $1,793,844,368,
COST $668,901,640; COMBINED
COST $2,462,746,008) - 99.7%........ 1,392,624,248 473,308,536 1,865,932,784
CASH, RECEIVABLES AND OTHER
ASSETS, NET OF LIABILITIES - 0.3%... 4,891,678 1,510,387 6,402,065
NET ASSETS - 100%..................... 1,397,515,926 474,818,923 1,872,334,849
</Table>
NOTES TO SCHEDULE OF INVESTMENTS (UNAUDITED)
<Table>
ADR.......... American Depositary Receipt
PLC.......... Public Limited Company
REIT......... Real Estate Investment Trust
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.
Aggregate collateral segregated to cover margin or segregation requirements
on open futures contracts, forward currency contracts, options contracts, short
sales and/or securities with extended settlement dates as of October 31, 2008 is
noted below.
<Table>
<Caption>
FUND AGGREGATE VALUE
---- ---------------
Enterprise Fund................................... $46,200,741
Mid Cap Growth Fund............................... 14,917,021
Pro Forma Enterprise Fund......................... $61,117,762
</Table>
11
PRO FORMA SUMMARY OF INVESTMENTS BY COUNTRY - (LONG POSITIONS)
AS OF OCTOBER 31, 2008
<Table>
<Caption>
MID CAP PRO FORMA PRO FORMA
ENTERPRISE GROWTH ENTERPRISE ENTERPRISE
FUND FUND FUND FUND
-------------- ------------ -------------- ---------------
% OF INVESTMENT
COUNTRY VALUE SECURITIES
------- ---------------------------------------------- ---------------
Australia........... $ 7,311,072 $ 1,111,562 $ 8,422,634 0.5%
Bermuda............. 46,409,770 14,191,575 60,601,345 3.2%
Brazil.............. 16,747,401 4,756,790 21,504,191 1.2%
Canada.............. 14,309,110 5,667,060 19,976,170 1.1%
Cayman Islands...... 7,066,740 3,056,698 10,123,438 0.5%
Germany............. 15,400,588 5,283,287 20,683,875 1.1%
Guernsey............ 24,712,111 7,902,542 32,614,653 1.7%
Hong Kong........... 13,973,782 3,803,343 17,777,125 1.0%
Ireland............. 23,489,082 8,522,172 32,011,254 1.7%
Singapore........... 7,381,578 2,389,763 9,771,341 0.5%
United Kingdom...... 11,775,628 8,486,722 20,262,350 1.1%
United States....... 1,204,047,386 408,137,022 1,612,184,408 86.4%
-------------- ------------ -------------- ------
Total............... $1,392,624,248 $473,308,536 $1,865,932,784 100.0%
============== ============ ============== ======
</Table>
PRO FORMA FORWARD CURRENCY CONTRACTS, OPEN AS OF OCTOBER 31, 2008
<Table>
<Caption>
PRO FORMA
ENTERPRISE MID CAP ENTERPRISE
FUND GROWTH FUND FUND
-------------- -------------- --------------
CURRENCY UNITS CURRENCY UNITS CURRENCY UNITS
CURRENCY SOLD AND SETTLEMENT DATE SOLD SOLD SOLD
--------------------------------- -------------- -------------- --------------
Australian Dollar 12/12/08............ 9,890,000 1,502,000 11,392,000
Euro 11/12/08......................... 20,396,365 6,814,885 27,211,250
---------- --------- ----------
</Table>
<Table>
<Caption>
PRO FORMA
ENTERPRISE MID CAP ENTERPRISE
FUND GROWTH FUND FUND
-------------- -------------- --------------
CURRENCY VALUE CURRENCY VALUE CURRENCY VALUE
CURRENCY SOLD AND SETTLEMENT DATE IN U.S. $ IN U.S. $ IN U.S. $
--------------------------------- -------------- -------------- --------------
Australian Dollar 12/12/08............ $ 6,543,387 $ 993,748 $ 7,537,135
Euro 11/12/08......................... 25,986,334 8,682,620 34,668,954
----------- ---------- -----------
Total................................. $32,529,721 $9,676,368 $42,206,089
</Table>
<Table>
<Caption>
PRO FORMA
ENTERPRISE MID CAP ENTERPRISE
FUND GROWTH FUND FUND
----------- ----------- -----------
UNREALIZED UNREALIZED UNREALIZED
CURRENCY SOLD AND SETTLEMENT DATE GAIN/(LOSS) GAIN/(LOSS) GAIN/(LOSS)
--------------------------------- ----------- ----------- -----------
Australian Dollar 12/12/08............ $ 520,051 $ 78,980 $ 599,031
Euro 11/12/08......................... 3,609,270 1,279,238 4,888,508
---------- ---------- ----------
Total................................. $4,129,321 $1,358,218 $5,487,539
</Table>
12
STATEMENTS OF ASSETS AND LIABILITIES (UNAUDITED)
<Table>
<Caption>
MID CAP PRO FORMA
ENTERPRISE GROWTH PRO FORMA ENTERPRISE
AS OF OCTOBER 31, 2008 FUND FUND ADJUSTMENTS FUND
---------------------- ----------- --------- ----------- -----------
(ALL NUMBERS IN THOUSANDS EXCEPT NET ASSET VALUE PER SHARE)
ASSETS:
Investments at cost............. $ 1,793,844 $ 668,902 $ -- $ 2,462,746
Unaffiliated investments at
value........................ $ 1,382,618 $ 452,531 -- $ 1,835,149
Affiliated money market
investments.................. $ 10,006 $ 20,778 -- $ 30,784
Cash............................ 326 1,183 -- 1,509
Receivables:
Investments sold........... 2,269 439 -- 2,708
Fund shares sold........... 1,379 705 -- 2,084
Dividends.................. 711 317 -- 1,028
Interest................... 34 -- -- 34
Non-interested Trustees'
deferred compensation...... 5 3 -- 8
Other assets................. 22 65 -- 87
Forward currency contracts... 4,129 1,358 5,487
Total Assets...................... 1,401,499 477,379 -- 1,878,878
LIABILITIES:
Payables:
Investments purchased........ 1,370 1,337 -- 2,707
Fund shares repurchased...... 1,276 824 -- 2,100
Advisory Fees................ 786 228 -- 1,014
Transfer agent fees and
expenses................... 493 -- -- 493
Administrative fees - R Shares.. N/A 4 -- 4
Administrative fees - S Shares.. N/A 38 -- 38
Distribution fees - A Shares.... N/A 13 -- 13
Distribution fees - C Shares.... N/A 14 -- 14
Distribution fees - R Shares.... N/A 7 -- 7
Distribution fees - S Shares.... N/A 39 -- 39
Networking fees - A Shares...... N/A 20 -- 20
Networking fees - C Shares...... N/A 8 -- 8
Networking fees - I Shares...... N/A -- -- --
Non-interested Trustees' fees
and expenses................. 1 -- -- 1
Non-interested Trustees'
deferred compensation fees... 5 3 -- 8
Accrued expenses................ 52 25 -- 77
Total Liabilities................. 3,983 2,560 -- 6,543
Net Assets........................ $ 1,397,516 $ 474,819 $ -- $ 1,872,335
Net Assets Consist of:
Capital (par value and paid-in-
surplus)*.................... $ 5,405,486 $ 748,739 $ -- $ 6,154,225
Undistributed net investment
income/(loss)*............... (25) (51) -- (76)
Undistributed net realized
gain/(loss) from investments
and foreign currency
transactions*................ (3,610,848) (79,634) -- (3,690,482)
Unrealized
appreciation/(depreciation)
of investments and foreign
currency translations........ (397,097) (194,235) -- (591,332)
Total Net Assets.................. $ 1,397,516 $ 474,819 $ -- $ 1,872,335
Net Assets........................ $ 1,397,516 N/A -- $ 1,397,516
Shares Outstanding, $0.01 Par
Value (unlimited shares
authorized).................. 39,134 N/A -- 39,134
Net Asset Value Per Share......... $ 35.71 N/A -- $ 35.71
</Table>
13
<Table>
<Caption>
MID CAP PRO FORMA
ENTERPRISE GROWTH PRO FORMA ENTERPRISE
AS OF OCTOBER 31, 2008 FUND FUND ADJUSTMENTS FUND
---------------------- ----------- --------- ----------- -----------
(ALL NUMBERS IN THOUSANDS EXCEPT NET ASSET VALUE PER SHARE)
Net Assets - A Shares............. N/A $ 54,838 $ -- $ 54,838
Shares Outstanding, $0.01 Par
Value (unlimited shares
authorized).................. N/A 2,230 (694) 1,536
Net Asset Value Per
Share(1)(2).................. N/A $ 24.59 $ 11.12 $ 35.71
Maximum Offering Price Per
Share(3)..................... N/A $ 26.09 $ 11.80 $ 37.89
Net Assets - C Shares............. N/A $ 15,285 $ -- $ 15,285
Shares Outstanding, $0.01 Par
Value (unlimited shares
authorized).................. N/A 642 (214) 428
Net Asset Value Per Share(1)...... N/A $ 23.79 $ 11.92 $ 35.71
Net Assets - I Shares............. N/A $ 223,540 $ -- $ 223,540
Shares Outstanding, $0.01 Par
Value (unlimited shares
authorized).................. N/A 9,055 (2,795) 6,260
Net Asset Value Per Share(1)...... N/A $ 24.69 $ 11.02 $ 35.71
Net Assets - R Shares............. N/A $ 16,671 $ -- $ 16,671
Shares Outstanding, $0.01 Par
Value (unlimited shares
authorized).................. N/A 692 (225) 467
Net Asset Value Per Share(1)...... N/A $ 24.09 $ 11.62 $ 35.71
Net Assets - S Shares............. N/A $ 164,485 $ -- $ 164,485
Shares Outstanding, $0.01 Par
Value (unlimited shares
authorized).................. N/A 6,762 (2,156) 4,606
Net Asset Value Per Share(1)...... N/A $ 24.32 $ 11.39 $ 35.71
</Table>
--------
(1) Mid Cap Growth Fund - Class A Shares will be exchanged for Enterprise
Fund - Class A Shares.
Mid Cap Growth Fund - Class C Shares will be exchanged for Enterprise
Fund - Class C Shares.
Mid Cap Growth Fund - Class I Shares will be exchanged for Enterprise
Fund - Class I Shares.
Mid Cap Growth Fund - Class R Shares will be exchanged for Enterprise
Fund - Class R Shares.
Mid Cap Growth Fund - Class S Shares will be exchanged for Enterprise
Fund - Class S Shares.
(2) Redemption price per share may be reduced for any applicable contingent
deferred sales charge.
(3) Maximum offering price is computed at 100/94.25 of net asset value.
14
STATEMENTS OF OPERATIONS (UNAUDITED)
<Table>
<Caption>
MID CAP PRO FORMA
FOR THE TWELVE-MONTH PERIOD ENDED ENTERPRISE GROWTH PRO FORMA ENTERPRISE
OCTOBER 31, 2008 FUND FUND ADJUSTMENTS(2) FUND
--------------------------------- ----------- --------- -------------- -----------
(ALL NUMBERS IN THOUSANDS)
INVESTMENT INCOME:
INCOME:
Interest...................... $ 95 $ 2 $ -- $ 97
Securities lending income..... 1,212 208 -- 1,420
Dividends..................... 15,842 2,743 -- 18,585
Dividends from affiliates..... 2,566 964 -- 3,530
Foreign tax withheld.......... (369) (74) -- (443)
TOTAL INVESTMENT INCOME.......... 19,346 3,843 -- 23,189
EXPENSES:
Advisory fees................. 12,886 2,416 -- 15,302
Transfer agent expenses....... 5,017 24 (4) 5,037
Registration fees............. 93 140 (101) 132
Custodian fees................ 72 51 (25) 98
Audit Fees.................... 35 23 (20) 38
Printing Fees................. 150 54 (15) 189
Non-interested Trustees' fees
and expenses................ 36 9 -- 45
Distribution fees - A Shares.. N/A 116 -- 116
Distribution fees - C Shares.. N/A 162 -- 162
Distribution fees - R Shares.. N/A 53 -- 53
Distribution fees - S Shares.. N/A 409 -- 409
Administrative
fees - R Shares............. N/A 26 -- 26
Administrative
fees - S Shares............. N/A 409 -- 409
Networking fees - A Shares.... N/A 56 -- 56
Networking fees - C Shares.... N/A 182 -- 182
Networking fees - I Shares.... N/A 1 -- 1
Other expenses................ 422 47 (26) 443
Non-recurring costs*............... 1 -- -- 1
Cost assumed by Janus Capital
Management LLC*.................. (1) -- -- (1)
TOTAL EXPENSES................... 18,711 4,178 (191) 22,698
EXPENSE AND FEE OFFSET........... (101) (14) -- (115)
NET EXPENSES..................... 18,610 4,164 (191) 22,583
LESS: EXCESS EXPENSE
REIMBURSEMENT(1).............. -- (349) 349 --
NET EXPENSES AFTER EXPENSE
REIMBURSEMENT................. 18,610 3,815 158 22,583
NET INVESTMENT INCOME/(LOSS)....... 736 28 (158) 606
NET REALIZED AND UNREALIZED
GAIN/(LOSS) ON INVESTMENTS:
Net realized gain/(loss) from
investment transactions and
foreign currency
transactions.................. 338,257 (11,437) -- 326,820
Change in unrealized net
appreciation/(depreciation) of
investments, foreign currency
translations and non-
interested trustees deferred
comp.......................... (1,295,005) (251,506) -- (1,546,511)
NET GAIN/(LOSS) ON INVESTMENTS..... (956,748) (262,943) -- (1,219,691)
NET INCREASE/(DECREASE) IN NET
ASSETS RESULTING FROM
OPERATIONS....................... $ (956,012) $(262,915) $(158) $(1,219,085)
</Table>
--------
(1) Pro Forma adjustment assumes termination of Mid Cap 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.
15
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
Enterprise 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 classified as 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 Mid Cap Growth 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.
16
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.
17
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............ 1,535,645 1,535,645
Class C Shares............ 428,025 428,025
Class I Shares............ 6,259,861 6,259,861
Class R Shares............ 466,853 466,853
Class S Shares............ 4,606,142 4,606,142
Initial Shares............ 39,134,388 39,134,388
</Table>
18
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 for the Acquiring Fund, as of October 31, 2008, that may be available
to offset future realized capital gains and thereby reduce future taxable gains
distributions. Accumulated capital losses for the Target Fund, are as of July
31, 2008. The following table shows the expiration dates of the carryovers.
CAPITAL LOSS CARRYOVER EXPIRATION SCHEDULE
FOR THE YEAR ENDED JULY 31, 2008
<Table>
<Caption>
JULY 31, JULY 31, ACCUMULATED
FUND 2010 2011 CAPITAL LOSSES
---- ----------- ----------- --------------
Mid Cap Growth Fund............... $35,173,145 $11,005,936 $46,179,081
</Table>
CAPITAL LOSS CARRYOVER EXPIRATION SCHEDULE
FOR THE YEAR ENDED OCTOBER 31, 2008
<Table>
<Caption>
OCTOBER 31, OCTOBER 31, OCTOBER 31, ACCUMULATED
FUND 2009 2010 2011 CAPITAL LOSSES
---- -------------- -------------- ----------- --------------
Enterprise Fund.. $2,387,573,344 $1,180,687,781 $35,756,979 $3,604,018,104
</Table>
19
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) 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).
(b) 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).
(c) 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).
(d) 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).
(e) 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).
(f) 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).
(g) 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).
(h) 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).
(i) 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).
(j) 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).
(k) 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).
(l) 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).
(m) 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).
(n) 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).
(o) 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).
(p) 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).
(q) 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).
(r) 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).
(s) 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) 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).
(b) 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).
(c) 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 (a) 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. 333-158035).
(b) 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 filed herein as Exhibit 4(b).
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 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).
(f) Specimen Stock Certificate for Janus Enterprise Fund is
incorporated herein by reference to Exhibit 4(h) to
Post-Effective Amendment No. 80, filed on February 14, 1997
(File No. 2-34393).
(g) 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-
---------
(1) Outstanding certificates representing shares of predecessor entity to
this series of the Trust are deemed to represent shares of this series.
34393).
(h) 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).
(i) 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).
(j) 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).
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 incorporated
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. 333-158035).
Exhibit 7 (a) Distribution Agreement between Janus Investment Fund and
Janus Distributors LLC, dated June 18, 2002, is incorporated
herein by reference to Exhibit 5(b) to Post-Effective
Amendment No. 105, filed on December 13, 2002 (File No.
2-34393).
(b) 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).
(c) 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) 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).
(b) 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).
(c) 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).
(d) 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).
(e) 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).
(f) 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).
(g) 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).
(h) 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).
(i) 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. 333-158035).
(g) Form of Distribution and Shareholder Servicing Plan for
Class A Shares is filed herein as Exhibit 10(g).
(h) Form of Distribution and Shareholder Servicing Plan for
Class C Shares is filed herein as Exhibit 10(h).
(i) Form of Distribution and Shareholder Servicing Plan for
Class R Shares is filed herein as Exhibit 10(i).
(j) Form of Distribution and Shareholder Servicing Plan for
Class S Shares is filed herein as Exhibit 10(j).
Exhibit 11 Form of Opinion and Consent of Counsel as to legality of
shares being registered is filed herein as Exhibit 11.
Exhibit 12 Form of Tax Opinion of Dechert LLP, counsel for the
Registrant, is filed herein as Exhibit 12.
Exhibit 13 (a) 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).
(b) 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).
(c) 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).
(d) 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).
(e) 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).
(f) 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).
(g) 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).
(h) 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).
(i) 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).
(j) 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).
(k) 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).
(l) 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).
(m) 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).
(n) 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).
(o) 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).
(p) 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).
(q) 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).
(r) 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).
(s) 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).
(t) 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).
(u) 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).
(v) 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).
(w) 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).
(xxx) 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).
(y) Letter Agreement between Janus Capital Management LLC and
Janus Investment Fund regarding Janus Flexible Income Fund
is incorporated herein by reference to Exhibit 8(yy) to
Post-Effective Amendment No. 114, filed on October 14, 2005
(File No. 2-34393).
(z) 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).
(aa) 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).
(bb) 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).
(cc) 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).
(dd) 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).
(ee) 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).
(ff) 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).
(gg) 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).
(hh) 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).
(ii) 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).
(jj) 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).
(kk) 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).
(ll) 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).
(mm) 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).
(nn) 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).
(oo) 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).
(pp) 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).
(qq) 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).
(rr) 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).
(ss) 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).
(tt) 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).
(uu) 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).
(vv) 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).
(ww) 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).
(xx) 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).
(yy) 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).
(zz) 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).
(aaa) Form of Expense Limitation Agreement between Janus Capital
Management LLC and Janus Investment Fund is filed herein as
Exhibit 13(aaa).
Exhibit 14 Consent of PricewaterhouseCoopers LLP is filed herein as
Exhibit 14.
Exhibit 15 Not applicable.
Exhibit 16 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 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 7th day of May, 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 May 7, 2009
------------------------------------- Executive Officer (Principal
Robin C. Beery Executive Officer)
Jesper Nergaard Vice President, Chief May 7, 2009
------------------------------------- Financial Officer, Treasurer and
/s/ Jesper Nergaard Principal Accounting Officer
(Principal Financial Officer and
Principal Accounting Officer)
William F. McCalpin* Chairman and Trustee May 7, 2009
-------------------------------------
William F. McCalpin
Jerome S. Contro* Trustee May 7, 2009
-------------------------------------
Jerome S. Contro
John W. McCarter, Jr.* Trustee May 7, 2009
-------------------------------------
John W. McCarter, Jr.
Dennis B. Mullen* Trustee May 7, 2009
-------------------------------------
Dennis B. Mullen
Signature Title Date
------------------------------------- -------------------------------- -----------
James T. Rothe* Trustee May 7, 2009
-------------------------------------
James T. Rothe
William D. Stewart* Trustee May 7, 2009
-------------------------------------
William D. Stewart
Martin H. Waldinger* Trustee May 7, 2009
-------------------------------------
Martin H. Waldinger
Linda S. Wolf* Trustee May 7, 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).
INDEX OF EXHIBITS
Exhibit Number Exhibit Title
-------------- -------------
Exhibit 4(b) 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).
Exhibit 10(g) Form of Distribution and Shareholder Servicing Plan for Class
A Shares.
Exhibit 10(h) Form of Distribution and Shareholder Servicing Plan for Class
C Shares.
Exhibit 10(i) Form of Distribution and Shareholder Servicing Plan for Class
R Shares.
Exhibit 10(j) Form of Distribution and Shareholder Servicing Plan for Class
S Shares.
Exhibit 11 Form of Opinion and Consent of Counsel as to legality of
shares being registered.
Exhibit 12 Form of Tax Opinion of Dechert LLP, counsel for the Registrant
Exhibit 13(aaa) Form of Expense Limitation Agreement between Janus Capital
Management LLC and Janus Investment Fund.
Exhibit 14 Consent of PricewaterhouseCoopers LLP.