AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
ON MAY 7, 2009
REGISTRATION NO. 333-158023
================================================================================
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 PERKINS MID CAP VALUE FUND
(JANUS LOGO)
May 11, 2009
Dear Shareholder:
The Board of Trustees for Janus Adviser Perkins Mid Cap Value Fund ("JAD
Perkins Mid Cap Value Fund"), a series of Janus Adviser Series ("JAD Trust"),
recently authorized Janus Capital Management LLC ("Janus Capital") to reorganize
JAD Perkins Mid Cap Value Fund with and into Perkins Mid Cap Value Fund ("JIF
Perkins Mid Cap Value Fund," and together with JAD Perkins Mid Cap Value 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 JIF Perkins Mid Cap Value Fund approximately equivalent in
dollar value to your shares in JAD Perkins Mid Cap Value 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 JIF Perkins Mid Cap Value Fund, which has the same
investment objective, strategies, policies and risks as JAD Perkins Mid Cap
Value Fund, and both Funds are managed by the same portfolio managers. Also,
while the annual fund operating expenses of JIF Perkins Mid Cap Value Fund are
competitive with its peers, and the two funds have similar expenses, it is
possible that immediately after the Reorganization, as a JIF Perkins Mid Cap
Value Fund shareholder you will pay higher expenses, after waivers, because that
Fund applies a different expense limit than JAD Perkins Mid Cap Value 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 JAD Perkins Mid Cap Value
Fund into JIF Perkins Mid Cap Value 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 (excluding the impact of a
performance adjustment to the investment advisory fee, as further
described herein); 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................................................ 5
Investment Objectives, Strategies, Restrictions and
Risks.............................................. 11
Comparison of Fees and Expenses....................... 22
Comparison of Fund Performance........................ 28
Distribution and Purchase Procedures, Exchange Rights,
and Redemption Procedures.......................... 31
Calculation of Net Asset Value........................ 32
Dividends and Distributions........................... 32
Frequent Purchases and Redemptions.................... 32
Taxes................................................. 32
Distribution Arrangements............................. 32
THE REORGANIZATION...................................... 33
The Plan.............................................. 33
Reasons for the Reorganization........................ 34
Federal Income Tax Consequences....................... 36
Capitalization........................................ 39
Other Comparative Information about the Funds......... 40
Investment Adviser................................. 40
Management Expenses................................ 42
Administrative Services Fees....................... 45
Subadviser......................................... 45
Investment Personnel............................... 46
Securities to Be Issued, Key Differences in
Shareholder Rights................................. 46
ADDITIONAL INFORMATION.................................. 49
Share Ownership....................................... 49
Trustees and Officers................................. 51
Independent Registered Public Accounting Firm......... 52
Legal Matters......................................... 52
Information Available Through the SEC................. 52
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 PERKINS MID CAP VALUE FUND
(FORMERLY NAMED JANUS ADVISER MID CAP VALUE 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
PERKINS MID CAP VALUE FUND
(FORMERLY NAMED JANUS MID CAP VALUE 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 Perkins Mid Cap Value Fund ("JAD Perkins Mid Cap Value Fund"), a
series of Janus Adviser Series (the "JAD Trust"), in connection with an
Agreement and Plan of Reorganization (the "Plan"). Under the Plan, shareholders
of JAD Perkins Mid Cap Value Fund will receive shares of Perkins Mid Cap Value
Fund ("JIF Perkins Mid Cap Value Fund," and together with JAD Perkins Mid Cap
Value 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 JAD Perkins
Mid Cap Value Fund will be transferred to JIF Perkins Mid Cap Value Fund, a Fund
also managed by Janus Capital Management LLC ("Janus Capital"), in exchange for
shares of beneficial interest of JIF Perkins Mid Cap Value Fund and the
assumption by JIF Perkins Mid Cap Value Fund of all of the liabilities of JAD
Perkins Mid Cap Value Fund, as described more fully below. As a result of the
Reorganization, each shareholder of JAD Perkins Mid Cap Value Fund will receive
a number of full and fractional shares of JIF Perkins Mid Cap Value Fund
approximately equal in value to their holdings in JAD Perkins Mid Cap Value Fund
as of the Closing Date. After the Reorganization is completed, JAD Perkins Mid
Cap Value Fund will be liquidated.
JIF Perkins Mid Cap Value Fund is a series of the JIF Trust, an open-end,
registered management investment company organized as a Massachusetts business
trust. JAD Perkins Mid Cap Value Fund is a series of the JAD Trust, an open-end,
registered
1
management investment company organized as a Delaware statutory trust. JAD
Perkins Mid Cap Value Fund and JIF Perkins Mid Cap Value 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 JAD
Perkins Mid Cap Value Fund and JIF Perkins Mid Cap Value Fund is to seek capital
appreciation.
Janus Capital will remain the investment adviser and Perkins Investment
Management LLC ("Perkins") (formerly named Perkins, Wolf, McDonnell and Company,
LLC) will remain the subadviser of JIF Perkins Mid Cap Value Fund after the
Reorganization. Perkins is responsible for the day-to-day management of JAD
Perkins Mid Cap Value Fund's and JIF Perkins Mid Cap Value Fund's investment
portfolios and furnishes continuous advice and recommendations concerning each
Fund's investments subject to the general oversight of Janus Capital. 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 and
Perkins' experience and resources in managing mutual funds.
This Prospectus/Information Statement, which you should read carefully and
retain for future reference, sets forth concisely the information that you
should know about JIF Perkins Mid Cap Value Fund, JAD Perkins Mid Cap Value 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 JIF Perkins Mid Cap Value Fund and JAD Perkins Mid Cap
Value Fund, see:
i. the Prospectus of JAD Perkins Mid Cap Value Fund, Class A and Class C
Shares, dated November 28, 2008, as supplemented (File No. 333-33978);
ii. the Prospectus of JAD Perkins Mid Cap Value Fund, Class I Shares,
dated November 28, 2008, as supplemented (File No. 333-33978);
iii. the Prospectus of JAD Perkins Mid Cap Value Fund, Class R Shares,
dated November 28, 2008, as supplemented (File No. 333-33978);
iv. the Prospectus of JAD Perkins Mid Cap Value Fund, Class S Shares,
dated November 28, 2008, as supplemented (File No. 333-33978);
v. the Statement of Additional Information of JAD Perkins Mid Cap Value
Fund, dated November 28, 2008, as supplemented (File No. 333-33978);
vi. the Annual Report of JAD Perkins Mid Cap Value Fund for the fiscal
year ended July 31, 2008 (File No. 811-09885);
vii. the unaudited Semiannual Report of JAD Perkins Mid Cap Value Fund for
the fiscal period ended January 31, 2009 (File No. 811-09885);
2
viii. the Statements of Additional Information of JIF Perkins Mid Cap Value
Fund, dated February 27, 2009, as supplemented (File No. 002-34393);
ix. the Annual Report of JIF Perkins Mid Cap Value Fund for the fiscal
year ended October 31, 2008 (File No. 811-01879); and
x. the unaudited Semiannual Report of JIF Perkins Mid Cap Value Fund for
the fiscal period ended April 30, 2008 (File No. 811-01879).
These documents have been filed with the U.S. Securities and Exchange
Commission ("SEC") and are incorporated by reference herein as appropriate. The
Prospectus of the appropriate class of JAD Perkins Mid Cap Value Fund and its
Annual Report and Semiannual Report have previously been delivered to JAD
Perkins Mid Cap Value 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.
3
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.
4
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 JAD Perkins Mid
Cap Value Fund with and into JIF Perkins Mid Cap Value Fund, with JIF
Perkins Mid Cap Value Fund being the surviving entity. JAD Perkins Mid Cap
Value Fund is a series of the JAD Trust and JIF Perkins Mid Cap Value Fund
is a series of the JIF Trust. Each Fund is advised by Janus Capital and
subadvised by Perkins. You are receiving this Prospectus/Information
Statement because you are a shareholder of JAD Perkins Mid Cap Value Fund
and will be impacted by the Reorganization.
Immediately after the Closing Date, JAD Perkins Mid Cap Value Fund
investors will own a number of full and fractional shares of JIF Perkins
Mid Cap Value Fund approximately equivalent in dollar value to their shares
in JAD Perkins Mid Cap Value Fund at the time of the Reorganization.
Specifically, all or substantially all of the assets of JAD Perkins Mid Cap
Value Fund will be transferred to JIF Perkins Mid Cap Value Fund solely in
exchange for shares of JIF Perkins Mid Cap Value Fund with a value
approximately equal to the value of JAD Perkins Mid Cap Value Fund's assets
net of liabilities, and the assumption by JIF Perkins Mid Cap Value Fund of
all liabilities of JAD Perkins Mid Cap Value Fund. Immediately following
the transfer, the shares of JIF Perkins Mid Cap Value Fund received by JAD
Perkins Mid Cap Value Fund will be distributed pro rata to JAD Perkins Mid
Cap Value Fund shareholders of record as of the Closing Date (on or about
July 2, 2009). After the Reorganization is completed, JAD Perkins Mid Cap
Value 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 JAD PERKINS MID CAP VALUE FUND?
A. The Board of Trustees of the JAD Trust concluded that the Reorganization is
in the best interests of JAD Perkins Mid Cap Value 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
5
a more diverse Fund shareholder base, the potential for a more stable
level of Fund assets, and access to a wider range of Janus funds with
differing investment strategies.
- The current conditions and trends in the securities markets and related
trends in the investment management business, and their current and
potential impact on Janus Capital, the JAD Trust and Fund shareholders.
- JAD Perkins Mid Cap Value Fund has the same investment objective,
strategies, policies and risks as JIF Perkins Mid Cap Value Fund, and the
two Funds are managed by the same portfolio managers.
- 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).
- Application of a performance fee structure in accordance with which the
advisory fee rate paid by each Fund to Janus Capital will vary up or down
depending on the Fund's performance as compared to the performance of the
Russell Midcap(R) Value Index, which is the Funds' benchmark.
- The expense limitation agreements applicable to each Fund which, after
giving effect to fee waivers after the Reorganization, may result in
current JAD Perkins Mid Cap Value Fund shareholders paying higher fees in
the short-term, but provides greater longer term certainty with respect
to total expense ratios.
- The benefits of the Reorganization to Janus Capital and its affiliates,
including, among other things, that Janus Capital should derive greater
efficiency, in terms of portfolio management and operations, by managing
a single fund rather than two separate funds with substantially the same
investment objective, strategies, policies and risks.
- The Reorganization would not dilute the interests of either Fund's
current shareholders.
- The impact of the Reorganization on the ability of JIF Perkins Mid Cap
Value Fund to benefit from using a portion of the realized capital losses
generated by JAD Perkins Mid Cap Value Fund and JIF Perkins Mid Cap Value
Fund, as applicable.
- The Reorganization, for each Fund and its shareholders, is expected to be
tax-free in nature.
- JAD Perkins Mid Cap Value 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 JIF Perkins Mid Cap Value Fund
will be equal to the full and fractional value of their JAD Perkins Mid
Cap Value Fund holdings immediately prior to the Reorganization.
6
Q. WHAT ARE THE SIMILARITIES BETWEEN THE FUNDS?
A. Both Funds have the same investment objective of seeking capital
appreciation. Each Fund has the same investment strategies and risks. Each
Fund pursues its investment objective by investing primarily in common
stocks selected for their capital appreciation potential. Each Fund
primarily invests in the common stocks of mid-sized companies whose stock
prices the portfolio managers believe to be undervalued. Each Fund invests,
under normal circumstances, at least 80% of its assets in equity securities
of companies whose market capitalization falls, at the time of purchase,
within the 12-month average of the capitalization range of the Russell
Midcap(R) Value Index. This average is updated monthly. The market
capitalizations within the index will vary, but as of March 31, 2009, they
ranged from approximately $43 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, JIF Perkins Mid Cap Value Fund's net assets were
approximately $5.5 billion and JAD Perkins Mid Cap Value Fund's net assets
were approximately $1.1 billion. The asset size of each Fund fluctuates on
a daily basis and the asset size of JIF Perkins Mid Cap Value 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 BASE FEE
RATE?
A. There are no material differences between the Funds' investment advisory
agreements. Each Fund has a performance-based investment advisory fee
structure that applies the same fixed base fee rate to the Fund's average
daily net assets during the previous month ("Base Fee"), plus or minus a
performance fee adjustment ("Performance Adjustment") calculated by
applying a variable rate of up to 0.15% (positive or negative) to the
Fund's average daily net assets during a measurement period. In addition,
each of the following factors that may impact the fee rate are the same for
the Funds: (i) the benchmark index used for measuring the Funds'
performance, (ii) the hurdle rate for determining the steps at which the
advisory fee rate may adjust up or down based on a Fund's performance
compared to its benchmark index, (iii) the implementation date for the
performance fee structure and Performance Adjustment, and (iv) the
performance measurement period. The only difference between the performance
fee structures is the share class used to measure a Fund's performance
compared to the benchmark index. JIF Perkins Mid Cap Value Fund uses
Investor Shares as the measuring share class and JAD Perkins Mid Cap Value
Fund uses Class A Shares (waiving the upfront sales charge) ("Load-Waived
Class A Shares"). Effective in connection with the Reorganization, JIF
Perkins Mid Cap Value Fund will change the share class used for measuring
the Fund's performance and calculating the Fund's performance to Load-
Waived Class A Shares. Given that the Funds are managed in parallel and
have nearly
7
identical performance (gross of fees and expenses), differences in advisory
fee rates between the Funds are attributed to fluctuations in net assets of
a Fund rather than differences in the performance fee structure. In
particular, because the Base Fee is calculated on current net assets,
whereas the Performance Adjustment is calculated based on net assets over
the measuring period, fluctuations in the current assets will have an
immediate effect on the Performance Adjustment. Therefore, it is not
possible to accurately predict the investment advisory fee rate at the time
of the Reorganization.
Pro forma fee, expense, and financial information is included in this
Prospectus/Information Statement.
Q. WILL THE REORGANIZATION RESULT IN HIGHER FUND EXPENSES?
A. Based on October 31, 2008 assets (and assuming the Reorganization occurred
on October 31, 2008), the projected total net expense ratio of JIF Perkins
Mid Cap Value Fund is slightly higher immediately following the
Reorganization (although not necessarily annualized over the next year)
than the net expense ratio for JAD Perkins Mid Cap Value Fund. JIF Perkins
Mid Cap Value Fund also has a higher expense cap (0.86%) than JAD Perkins
Mid Cap Value Fund (0.74%) which, under certain circumstances, may result
in higher net fund operating expenses immediately after the Reorganization,
particularly in an environment where Fund assets are decreasing. While the
Reorganization is not expected to have a material impact on the expenses
your Fund incurs, the expenses you pay may be higher if the JIF Perkins Mid
Cap Value Fund's expense ratio after the Reorganization is higher than JAD
Perkins Mid Cap Value 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 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 JIF Perkins Mid Cap Value Fund to be
implemented as of July 6, 2009 is higher than the older expense limit for
JAD Perkins Mid Cap Value Fund.
It is impossible to predict the impact of the higher expense limit for JIF
Perkins Mid Cap Value 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 JAD Perkins Mid Cap Value
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 JIF Perkins
Mid Cap Value Fund, as a shareholder of JIF Perkins Mid Cap Value Fund,
after the Reorganization, you will benefit from having a contractual
expense limit in place at least until November 1, 2010.
8
Pro forma fee, expense, and financial information and a description of the
performance-based investment advisory fee structure 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, JAD Perkins Mid Cap Value Fund and/or JIF Perkins
Mid Cap Value 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 JAD Perkins Mid Cap
Value Fund.
Q. WILL THE SHAREHOLDER SERVICES PROVIDED BY JANUS CAPITAL CHANGE?
A. No. Janus Capital manages both JAD Perkins Mid Cap Value Fund and JIF
Perkins Mid Cap Value Fund and Perkins is the subadviser to both Funds. 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 JAD Perkins Mid Cap Value Fund will
have the same purchase and redemption privileges and expanded exchange
privileges given the additional available fund offerings in the JIF Trust.
Please consult your financial intermediary for information on any services
provided by them to the Funds.
Q. ARE THERE ANY DIFFERENCES IN SHAREHOLDER RIGHTS AND PRIVILEGES OF A FUND
UNDER THE JAD TRUST VERSUS THE JIF TRUST?
A. Shareholders of the JAD Trust (your current trust) and shareholders of the
JIF Trust (the trust into which JAD Perkins Mid Cap Value Fund is
reorganizing) have similar rights and privileges under their respective
trust documents and state laws. As a result, the Reorganization is not
expected to have any substantial effect on the rights of shareholders.
Several differences in the trusts are worth noting however. Under the JAD
Trust, subject to making certain determinations, the Board of Trustees may
terminate the JAD Trust or any fund of the JAD Trust without seeking
shareholder approval. Under the JIF Trust, shareholder approval is required
to terminate the JIF Trust, but the Board of Trustees may merge, liquidate
or reorganize a fund of the JIF Trust without seeking shareholder approval,
if it is in accordance with legal requirements such as the 1940 Act
requirements. The JAD Trust, however, is subject to more restrictive
requirements with respect to mergers, liquidations and reorganizations than
it is permitted under the 1940 Act. In addition, under the JAD Trust,
shareholders of each Fund are entitled to one vote for each full share held
and fractional votes for fractional shares held. Under the JIF Trust, each
holder of a whole or fractional share held in a Fund is entitled to one
vote for each whole dollar
9
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 JAD Perkins Mid Cap Value Fund will be exchanged for full and fractional
shares of JIF Perkins Mid Cap Value Fund having approximately equal value,
without any sales load, commission or other transactional fee being
imposed.
Q. CAN I STILL ADD TO MY EXISTING JAD PERKINS MID CAP VALUE FUND ACCOUNT UNTIL
THE REORGANIZATION?
A. Yes. JAD Perkins Mid Cap Value 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 JAD Perkins Mid Cap
Value Fund prior to the Closing Date to ensure a smooth transition of
shareholder accounts into JIF Perkins Mid Cap Value 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.
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 JAD Perkins Mid
Cap Value 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
10
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 capital
appreciation and who can tolerate the greater risks associated with common stock
investments. The Funds have the same investment objective, principal investment
strategies and risks, which are discussed in detail below. Both Funds are
subadvised by Perkins. 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 capital appreciation. Each
Fund's Board of Trustees may change this objective or the Fund's principal
investment strategies without a shareholder vote. As described below, each 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. Each Fund will
notify its shareholders in writing at least 60 days before making any changes to
this policy. 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.
PRINCIPAL INVESTMENT STRATEGIES
Each Fund pursues its investment objective by investing primarily in common
stocks selected for their capital appreciation potential. Each Fund primarily
invests in the common stocks of mid-sized companies whose stock prices the
portfolio managers believe to be undervalued. Each Fund invests, under normal
circumstances, at least 80% of its assets in equity securities of companies
whose market capitalization falls, at the time of purchase, within the 12-month
average of the capitalization range of the Russell Midcap(R) Value Index. This
average is updated monthly. The market capitalizations within the index will
vary, but as of March 31, 2009, they ranged from approximately $43 million to
$15.5 billion.
Each Fund focuses on companies that have fallen out of favor with the
market or that appear to be temporarily misunderstood by the investment
community. To a lesser degree, each Fund also invests in companies that
demonstrate special situations or turnarounds, meaning companies that have
experienced significant business problems
11
but are believed to have favorable prospects for recovery. Each Fund's portfolio
managers generally look for companies with:
- a low price relative to their assets, earnings, cash flow, or business
franchise
- products and services that give them a competitive advantage
- quality balance sheets and strong management
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 capital
appreciation. The following is a summary of the principal risks associated with
such securities and investment techniques. Each Fund has the same investment
objective, policies and strategies, so the principal risks are the same for each
Fund. Additional information about these risks is included in each Fund's
Prospectus. As with any security, an investment in either Fund involves certain
risks, including loss of principal. The fact that a particular risk is not
identified does not 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.
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.
VALUE INVESTING RISK. Because different types of stocks tend to shift in
and out of favor depending on market and economic conditions, "value" stocks may
perform differently from the market as a whole and other types of stocks and can
continue to be undervalued by the market for long periods of time. It is also
possible that a value stock may never appreciate to the extent expected.
MARKET RISK. The value of each Fund's portfolio may decrease if the value
of an individual company or multiple companies in the portfolio decreases or if
the portfolio managers' belief about a company's intrinsic worth is incorrect.
Regardless of how well
12
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 (for example growth-oriented securities rather than
value-oriented securities). 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.
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
13
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?
Each Fund's portfolio managers focus on companies that have fallen out of
favor with the market or appear to be temporarily misunderstood by the
investment community. The portfolio managers of each Fund look for companies
with strong fundamentals and competent management. They generally look for
companies with products and services that give them a competitive advantage.
2. ARE THE SAME CRITERIA USED TO SELECT FOREIGN SECURITIES?
Yes. The portfolio managers seek companies that meet the selection
criteria, regardless of where a company is located. Foreign securities are
generally selected on a stock-by-stock basis without regard to any defined
allocation among countries or geographic regions. However, certain factors, such
as expected levels of inflation, government policies influencing business
conditions, the outlook for currency relationships, and prospects for economic
growth among countries, regions, or geographic areas, may warrant greater
consideration in selecting foreign securities. There are no limitations on the
countries in which each Fund may invest, and each Fund may at times have
significant foreign exposure, including exposure in emerging markets.
3. 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.
14
4. HOW DO THE PORTFOLIO MANAGERS DETERMINE THAT A COMPANY MAY NOT BE
APPROPRIATELY VALUED?
A company may be undervalued when, in the opinion of the portfolio
managers, shares of the company are selling for a price that is below their
intrinsic worth. A company may be undervalued due to market or economic
conditions, temporary earnings declines, unfavorable developments affecting the
company, or other factors. Such factors may provide buying opportunities at
attractive prices compared to historical or market price-earnings ratios,
price/free cash flow, book value, or return on equity. The portfolio managers
believe that buying these securities at a price that is below their intrinsic
worth may generate greater returns for each Fund than those obtained by paying
premium prices for companies currently in favor in the market.
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 and Perkins each manage 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.
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
15
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. 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.
2. 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.
3. 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
16
in U.S. dollars even if the security increases in value in its home
country. U.S. dollar-denominated securities of foreign issuers may also
be affected by currency risk due to the overall impact of exposure to the
issuer's local currency.
- Political and Economic Risk. Foreign investments may be subject to
heightened political and economic risks, particularly in emerging markets
which may have relatively unstable governments, immature economic
structures, national policies restricting investments by foreigners,
different legal systems, and economies based on only a few industries. In
some countries, there is the risk that the government may take over the
assets or operations of a company or that the government may impose taxes
or limits on the removal of a Fund's assets from that country.
- Regulatory Risk. There may be less government supervision of foreign
markets. As a result, foreign issuers may not be subject to the uniform
accounting, auditing, and financial reporting standards and practices
applicable to domestic issuers, and there may be less publicly available
information about foreign issuers.
- Foreign Market Risk. Foreign securities markets, particularly those of
emerging market countries, may be less liquid and more volatile than
domestic markets. Certain markets may require payment for securities
before delivery, and delays may be encountered in settling securities
transactions. In some foreign markets, there may not be protection
against failure by other parties to complete transactions. Such factors
may hinder a Fund's ability to buy and sell emerging market securities in
a timely manner, affecting the Fund's investment strategies and
potentially affecting the value of the Fund.
- Transaction Costs. Costs of buying, selling, and holding foreign
securities, including brokerage, tax, and custody costs, may be higher
than those involved in domestic transactions.
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 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
17
percentage limitations included in these policies and elsewhere in this
Prospectus/Information Statement and/or the Fund's Statement of Additional
Information normally apply only at the time of purchase of a security. So, for
example, if a Fund exceeds a limit as a result of market fluctuations or the
sale of other securities, it will not be required to dispose of any securities.
CASH POSITION
The Funds may not always stay fully invested. For example, when the
portfolio managers believe that market conditions are unfavorable for profitable
investing, or when they are otherwise unable to locate attractive investment
opportunities, a Fund's cash or similar investments may increase. In other
words, cash or similar investments generally are a residual - they represent the
assets that remain after a Fund has committed available assets to desirable
investment opportunities. When a Fund's investments in cash or similar
investments increase, it may not participate in market advances or declines to
the same extent that it would if 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 simultaneously
purchase the same or a comparable security to take advantage of short-term
differentials in bond yields or securities prices. Portfolio turnover is
affected by market conditions, changes in the size of a Fund, the nature of a
Fund's investments, and the investment style of the portfolio managers. Changes
are normally made in a Fund's portfolio whenever the portfolio managers believe
such changes are desirable. Portfolio turnover rates are generally not a factor
in making buy and sell decisions.
Increased portfolio turnover may result in higher costs for brokerage
commissions, dealer mark-ups, and other transaction costs, and may also result
in taxable capital gains.
18
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
- high-yield/high-risk bonds (20% or less of a Fund's net assets)
- various derivative transactions (which could comprise a significant
percentage of a Fund's portfolio) including, but not limited to, options,
futures, forwards, swap agreements (such as equity, interest rate, credit
default, and total return swaps), participatory notes, structured notes,
and other types of derivatives individually or in combination for hedging
purposes or for nonhedging purposes such as seeking to enhance return, to
protect unrealized gains, or to avoid realizing losses; such techniques
may also be used to gain exposure to the market pending investment of
cash balances or to meet liquidity needs
19
- 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 managers believe 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.
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.
20
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 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
21
turnaround may arise when, in the opinion of a Fund's portfolio managers, the
securities of a particular issuer will be recognized by the market and
appreciate in value due to a specific development with respect to that issuer.
Special situations may include significant changes in a company's allocation of
its existing capital, a restructuring of assets, or a redirection of free cash
flow. For example, issuers undergoing significant capital changes may include
companies involved in spin-offs, sales of divisions, mergers or acquisitions,
companies emerging from bankruptcy, or companies initiating large changes in
their debt to equity ratio. Companies that are redirecting cash flows may be
reducing debt, repurchasing shares, or paying dividends. Special situations may
also result from: (i) significant changes in industry structure through
regulatory developments or shifts in competition; (ii) a new or improved
product, service, operation, or technological advance; (iii) changes in senior
management or other extraordinary corporate event; (iv) differences in market
supply of and demand for the security; or (v) significant changes in cost
structure. A Fund's performance could suffer from its investments in "special
situations."
COMPARISON OF FEES AND EXPENSES
The types of expenses currently paid by each class of shares of JAD Perkins
Mid Cap Value Fund are the same types of expenses to be paid by the
corresponding share classes of JIF Perkins Mid Cap Value Fund. Currently, the
Funds have substantially similar investment advisory agreements and performance
fee structure. Each Fund pays an annual investment advisory fee rate that may
adjust up or down from 0.64% based on the Fund's performance relative to its
benchmark index, the Russell Midcap(R) Value Index. More detail is provided
under "Other Comparative Information about the Funds - Investment Adviser."
CURRENT AND PRO FORMA FEES AND EXPENSES
The following tables compare the fees and expenses you may bear directly or
indirectly as an investor in JAD Perkins Mid Cap Value Fund versus JIF Perkins
Mid Cap Value Fund, and show the projected ("pro forma") estimated fees and
expenses of JIF Perkins Mid Cap Value Fund, assuming consummation of the
Reorganization as of October 31, 2008. Fees and expenses shown for JAD Perkins
Mid Cap Value 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
JIF Perkins Mid Cap Value 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 a change in assets under management
since July 31, 2008 for JAD Perkins Mid Cap Value Fund and October 31, 2008 for
JIF Perkins Mid Cap Value 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
22
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 JAD Perkins Mid
Cap Value Fund and those projected for JIF Perkins Mid Cap Value Fund on a pro
forma basis for the fiscal year ended October 31, 2008 assuming consummation of
the Reorganization. The pro forma expenses include estimated costs of the larger
JIF Perkins Mid Cap Value Fund, which may result in higher costs that over the
long-term are anticipated to decline. The Annual Fund Operating Expenses do not
show current expenses for JIF Perkins Mid Cap Value 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 JIF Perkins Mid Cap Value Fund post-Reorganization pays an
investment advisory fee rate that may adjust up or down based on the Fund's
performance relative to the performance of its benchmark index during a
measuring period. This fee rate, prior to any performance adjustment, is 0.64%.
For more information about the performance adjustment, please refer to the
section "The Reorganization - Other Comparative Information about the
Funds - Management Expenses." Neither the current nor pro forma Annual Fund
Operating Expenses include the effect of recent market volatility which may
increase those expenses to the extent there has been a decline in either Fund's
asset levels.
EXPENSE LIMITATIONS
Total Annual Fund Operating Expenses shown in the table below do not
include any expense limitations agreed to by Janus Capital. Currently, through
December 1, 2009, pursuant to a contract between Janus Capital and JAD Perkins
Mid Cap Value Fund, Janus Capital reduces its investment advisory fee rate paid
by JAD Perkins Mid Cap Value Fund by the amount by which the total annual fund
operating expenses allocated to any class of the Fund exceed 0.74% of average
daily net assets for the fiscal year. For purposes of this waiver, operating
expenses do not include fees payable pursuant to Rule 12b-1 under the 1940 Act,
administrative services fees (applicable to Class R Shares and Class S Shares),
or items not normally considered operating expenses, such as interest,
dividends, taxes, brokerage commissions and extraordinary expenses (including,
but not limited to, legal claims and liabilities and litigation costs, acquired
fund fees and expenses and any indemnification related thereto). Janus Capital
currently does not have a similar expense limitation agreement for JIF Perkins
Mid Cap Value Fund but, assuming consummation of the Reorganization, Janus
Capital has
23
contractually agreed that until at least November 1, 2010, it would reduce its
annual investment advisory fee rate paid by JIF Perkins Mid Cap Value Fund by
the amount, if any, the total annual fund operating expenses allocated to any
class exceed 0.86% of average daily net assets for the fiscal year.
Notwithstanding the change in the expense limitation rate, the expense
limitation agreement for JIF Perkins Mid Cap Value Fund, post-Reorganization, is
similar to the expense limitation agreement currently in effect for JAD Perkins
Mid Cap Value Fund with the exception that Performance Adjustments to the
investment advisory fee are now excluded from the expense limit. (Please note
that JIF Perkins Mid Cap Value Fund has a higher expense limitation than JAD
Perkins Mid Cap Value 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 JIF Perkins Mid Cap Value Fund, as
shown in the fee table, does not include any fee waivers. Changes to expenses
and asset levels of both JAD Perkins Mid Cap Value Fund and JIF Perkins Mid Cap
Value Fund at the time of the Reorganization could trigger application of JIF
Perkins Mid Cap Value Fund's expense limit of 0.86% (with certain expenses
excluded from the waiver as noted above as well as any performance adjustments
to management fees), resulting in a possible reduction of other expenses for a
class and the investment advisory fee rate payable to Janus Capital by JIF
Perkins Mid Cap Value Fund. The current and pro forma Management Fee do not
include the impact of fluctuations in a Fund's more recent net assets that may
result in an increase or decrease in the fee rates for each Fund shown in the
table.
SHAREHOLDER FEES
Shareholder fees are those paid directly from your investment, such as
sales loads and redemption fees. As noted above, JIF Perkins Mid Cap Value 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 JIF Perkins
Mid Cap Value Fund will be established to correspond with shares of JAD Perkins
Mid Cap Value Fund. Class A, Class C, Class I, Class R and Class S Shares of JIF
Perkins Mid Cap Value Fund will have substantially the same class
characteristics as the Class A, Class C, Class I, Class R and Class S Shares of
JAD Perkins Mid Cap Value Fund, respectively.
24
SHAREHOLDER FEES(1)(2) (PAID DIRECTLY FROM YOUR INVESTMENT)
<Table>
<Caption>
CLASS A CLASS C CLASS I CLASS R CLASS S
------- ------- ------- ------- -------
JAD PERKINS MID CAP VALUE FUND /
JIF PERKINS MID CAP VALUE 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) JIF Perkins Mid Cap Value Fund currently does not offer Class A, Class C,
Class I, Class R and Class S Shares. Upon the consummation of the
Reorganization, shares of these classes of JIF Perkins Mid Cap Value Fund
will be established to correspond with shares of JAD Perkins Mid Cap Value
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).
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)
---------- -------------- ----------- -------- -----------
JAD PERKINS MID CAP VALUE FUND(7)/
JIF PERKINS MID CAP VALUE FUND(7) (PRO FORMA ASSUMING CONSUMMATION OF THE REORGANIZATION)
Class A Shares
Current............ 0.71% 0.25% 0.18% 0.00% 1.14%
Pro Forma.......... 0.76% 0.25% 0.16% 0.01% 1.18%
Class C Shares
Current............ 0.71% 1.00% 0.16% 0.00% 1.87%
Pro Forma.......... 0.76% 1.00% 0.14% 0.01% 1.91%
Class I Shares
Current............ 0.71% N/A 0.06% 0.00% 0.77%
Pro Forma.......... 0.76% N/A 0.03% 0.01% 0.80%
Class R Shares
Current............ 0.71% 0.50% 0.32% 0.00% 1.53%
Pro Forma.......... 0.76% 0.50% 0.28% 0.01% 1.55%
Class S Shares
Current............ 0.71% 0.25% 0.31% 0.00% 1.27%
Pro Forma.......... 0.76% 0.25% 0.28% 0.01% 1.30%
</Table>
25
--------
* As of July 31, 2008, total net assets (rounded to millions) were $1,081.5
for JAD Perkins Mid Cap Value Fund. As of October 31, 2008, total net assets
(rounded to millions) were $5,535.7 for JIF Perkins Mid Cap Value 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. For each Fund, this fee may go up or down monthly based on
the Fund's performance relative to its respective benchmark index. For more
information about the performance adjustment, please refer to the section
"The Reorganization - Other Comparative Information about the
Funds - Management Expenses."
(3) Includes a shareholder servicing fee of up to 0.25% for Class C Shares.
Because the 12b-1 fee is charged as an ongoing fee, over time the fee will
increase the cost of your investment and may cost you more than paying other
types of sales charges.
(4) For Class A Shares, Class C Shares, and Class I Shares, Other Expenses may
include administrative, networking, or omnibus positioning fees charged by
intermediaries with respect to processing orders in Fund shares. For Class R
Shares and Class S Shares, Other Expenses include an administrative services
fee of 0.25% of the average daily net assets of each class to compensate
Janus Services LLC for providing, or arranging for the provision of,
recordkeeping, subaccounting, and administrative services to retirement plan
participants, pension plan participants, or other underlying investors
investing through institutional channels.
(5) "Acquired Fund" means any underlying fund (including, but not limited to,
exchange-traded funds) in which a Fund invests or has invested during the
period. A Fund's "ratio of gross expenses to average net assets" appearing
in the Financial Highlights tables in the Fund's current prospectus does not
include Acquired Fund Fees and Expenses and may not correlate to the Total
Annual Fund Operating Expenses shown in the table above. Amounts less than
0.01%, if applicable, are included in Other Expenses to the extent the
amount reflected may show 0.00%.
(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) JAD Perkins Mid Cap Value Fund and (ii) assuming the consummation of the
Reorganization, JIF Perkins Mid Cap Value Fund post-Reorganization
(excluding any performance adjustments applicable to JIF Perkins Mid Cap
Value Fund post-Reorganization, the distribution and shareholder servicing
fees (applicable to Class A Shares, Class C Shares, Class R Shares and Class
S Shares), administrative services fees (applicable to Class R Shares and
Class S Shares), brokerage commissions, interest, dividends, taxes, and
extraordinary expenses including, but not limited to, acquired fund fees and
expenses) to the extent such operating expenses exceed 0.74% and 0.86%,
respectively, of average daily net assets on the fiscal year ending date in
which the agreement is in effect. The agreement to contractually waive
expenses of JIF Perkins Mid Cap Value 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>
JIF PERKINS MID CAP
JAD PERKINS MID CAP VALUE FUND
VALUE FUND (PRO FORMA)
------------------- -------------------
Class A....................... 0.99% 1.18%
Class C....................... 1.74% 1.91%
Class I....................... 0.74% 0.80%
Class R....................... 1.50% 1.55%
Class S....................... 1.24% 1.30%
</Table>
(7) Each Fund pays an investment advisory fee rate that adjusts up or down by a
variable of up to 0.15% (assuming constant assets) on a monthly basis based
upon the Fund's performance relative to its benchmark index during a
measuring period. This fee rate, prior to any performance adjustment, is
26
0.64%. Any such adjustment to this base fee rate commenced February 2007 and
may increase or decrease the Management Fee. Refer to "Management Expenses"
in JAD Perkins Mid Cap Value Fund's Prospectus and in this
Prospectus/Information Statement for additional information with further
description in the Statement of Additional Information. Each Fund has
entered into an agreement with Janus Capital to limit certain expenses
(refer to the footnote to the Total Annual Fund Operating Expenses). Because
a fee waiver will have a positive effect upon a Fund's performance, a fee
waiver that is in place during the period when the performance adjustment
applies may affect the performance adjustment in a way that is favorable to
Janus Capital. It is possible that the cumulative dollar amount of
additional compensation ultimately payable to Janus Capital may, under some
circumstances, exceed the cumulative dollar amount of management fees waived
by Janus Capital.
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 JAD Perkins Mid Cap Value Fund and in JIF
Perkins Mid Cap Value Fund after the Reorganization with the cost of investing
in other mutual funds. The examples assume that you invest $10,000 in JAD
Perkins Mid Cap Value Fund and in JIF Perkins Mid Cap Value 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 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)
--------------- ------------- ------------- --------------
JAD PERKINS MID CAP VALUE FUND /
JIF PERKINS MID CAP VALUE FUND (PRO FORMA ASSUMING CONSUMMATION OF THE REORGANIZATION)
Class A Shares
Current................... $685 $916 $1,167 $1,881
Pro Forma................. $688 $928 $1,187 $1,924
Class C Shares
Current................... $290 $588 $1,011 $2,190
Pro Forma................. $294 $600 $1,032 $2,233
Class I Shares
Current................... $ 79 $246 $ 428 $ 954
Pro Forma................. $ 82 $255 $ 444 $ 990
Class R Shares
Current................... $156 $483 $ 834 $1,824
Pro Forma................. $158 $490 $ 845 $1,845
Class S Shares
Current................... $129 $403 $ 697 $1,534
Pro Forma................. $132 $412 $ 713 $1,568
</Table>
27
IF YOU DO NOT REDEEM YOUR SHARES:
<Table>
<Caption>
1 YEAR(1) 3 YEARS(1) 5 YEARS(1) 10 YEARS(1)
--------- ---------- ---------- -----------
JAD PERKINS MID CAP VALUE FUND /
JIF PERKINS MID CAP VALUE FUND (PRO FORMA ASSUMING CONSUMMATION OF THE
REORGANIZATION)
Class A Shares
Current........................ $685 $916 $1,167 $1,881
Pro Forma...................... $688 $928 $1,187 $1,924
Class C Shares
Current........................ $190 $588 $1,011 $2,190
Pro Forma...................... $194 $600 $1,032 $2,233
Class I Shares
Current........................ $ 79 $246 $ 428 $ 954
Pro Forma...................... $ 82 $255 $ 444 $ 990
Class R Shares
Current........................ $156 $483 $ 834 $1,824
Pro Forma...................... $158 $490 $ 845 $1,845
Class S Shares
Current........................ $129 $403 $ 697 $1,534
Pro Forma...................... $132 $412 $ 713 $1,568
</Table>
--------
(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 JIF
Perkins Mid Cap Value Fund does not currently have Class A, Class C, Class I,
Class R and Class S Shares, information shown for JIF Perkins Mid Cap Value Fund
is based on a share class that has different fees and expenses than share
classes of JAD Perkins Mid Cap Value 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 a broad-based market index (which, unlike
the Funds, does not have any fees or expenses). Each Fund's performance is
compared to the Russell Midcap(R) Value Index. After the Reorganization, it is
expected that JIF Perkins Mid Cap
28
Value Fund will continue to compare its performance to the Russell Midcap(R)
Value Index. The index is not actively managed and is not available for direct
investment. All figures assume reinvestment of dividends and distributions. For
certain periods, the Funds' performance may reflect the effect of expense
waivers. Without the effect of these waivers, the performance shown would have
been lower. The performance of the Funds and the index varies over time. Of
course, a Fund's past performance (before and after taxes) is not necessarily an
indication of future performance.
JAD PERKINS MID CAP VALUE FUND - CLASS S
<Table>
Annual returns for periods ended 12/31
35.61% 17.94% 10.15% 15.45% 7.09% (27.42)%
2003 2004 2005 2006 2007 2008
Best Quarter: 2nd-2003 15.60% Worst Quarter: 4th-2008 (20.05)%
</Table>
The Fund's year-to-date return as of the calendar quarter ended March 31, 2009
was (7.03)%.
JIF PERKINS MID CAP VALUE FUND - INVESTOR SHARES
<Table>
Annual returns for periods ended 12/31
21.56% 27.34% 20.52% (13.09)% 39.33% 18.36% 10.36% 15.25% 7.43% (27.33)%
1999 2000 2001 2002 2003 2004 2005 2006 2007 2008
Best Quarter: 4th-2001 21.28% Worst Quarter: 4th-2008 (19.63)%
</Table>
The Fund's year-to-date return as of the calendar quarter ended March 31, 2009
was (7.59)%.
29
AVERAGE ANNUAL TOTAL RETURNS (%) AS OF 12/31/08
<Table>
<Caption>
SINCE
1 YEAR(1) 5 YEARS 10 YEARS INCEPTION(2)
--------- ------- -------- ------------
JAD PERKINS MID CAP VALUE FUND(3)
Class S Shares(4)
Return Before Taxes.......... (27.42)% 3.11% N/A 7.93%
Return After Taxes on
Distributions.............. (27.71)% 2.22% N/A 7.03%
Return After Taxes on
Distributions and Sale of
Fund Shares(5)............. (17.45)% 2.38% N/A 6.58%
Class A Shares(6)
Return Before Taxes(7)....... (31.43)% 2.06% N/A 7.01%
Class C Shares(8)
Return Before Taxes.......... (28.48)% 2.66% N/A 7.45%
Class I Shares(9)
Return Before Taxes.......... (27.06)% 3.11% N/A 7.93%
Class R Shares(6)
Return Before Taxes.......... (27.60)% 2.78% N/A 7.56%
Russell Midcap(R) Value
Index(10)
(reflects no deduction for
expenses, fees, or taxes).... (38.44)% 0.33% 4.44% 5.81%
JIF PERKINS MID CAP VALUE FUND(11)
Investor Shares(12)
Return Before Taxes.......... (27.33)% 3.28% 10.26% 11.29%
Return After Taxes on
Distributions.............. (28.01)% 1.56% 8.54% 9.60%
Return After Taxes on
Distributions and Sale of
Fund Shares(5)............. (16.92)% 2.60% 8.46% 9.44%
Institutional Shares(13)
Return Before Taxes.......... (27.19)% 3.45% 10.40% 11.42%
Russell Midcap(R) Value
Index(10)
(reflects no deduction for
expenses, fees, or taxes).. (38.44)% 0.33% 4.44% 4.85%
</Table>
--------
(1) Calculated to include contingent deferred sales charge applicable to Class
C Shares.
(2) The inception date for JAD Perkins Mid Cap Value Fund is December 31, 2002,
and the inception date for JIF Perkins Mid Cap Value Fund is April 21,
2003. The inception date for the predecessor fund (see footnote below) of
JIF Perkins Mid Cap Value Fund is August 12, 1998.
(3) Formerly named Janus Adviser Mid Cap Value Fund.
(4) Class S Shares (formerly named Class I Shares) of the Fund commenced
operations on December 31, 2002. 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.
(5) 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.
(6) 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 and
the performance of the Fund's Class S Shares from December 31, 2002 to
September 30, 2004. 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
30
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.
(7) Calculated assuming maximum permitted sales loads.
(8) Class C Shares of the Fund commenced operations on December 31, 2002. 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.
(9) 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 and the
performance of the Fund's Class S Shares from December 31, 2002 to November
28, 2005. 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.
(10) The Russell Midcap(R) Value Index measures the performance of those Russell
Midcap(R) companies with lower price-to-book ratios and lower forecasted
growth values. The stocks are also members of the Russell 1000(R) Value
Index.
(11) Formerly named Janus Mid Cap Value Fund.
(12) Pursuant to a tax-free reorganization on April 21, 2003, all of the assets
of Berger Mid Cap Value Fund - Investor Shares were transferred to JIF
Perkins Mid Cap Value Fund - Investor Shares. The performance information
provided for periods prior to April 21, 2003 is for Berger Mid Cap Value
Fund - Investor Shares, the predecessor to JIF Perkins Mid Cap Value
Fund - Investor Shares.
(13) Pursuant to a tax-free reorganization on April 21, 2003, all of the assets
of Berger Mid Cap Value Fund - Institutional Shares were transferred to JIF
Perkins Mid Cap Value Fund - Institutional Shares. Berger Mid Cap Value
Fund - Institutional Shares commenced operations on May 17, 2002. The
performance information shown for the periods from May 17, 2002 to April
17, 2003 is for Berger Mid Cap Value Fund - Institutional Shares. For
periods prior to May 17, 2002, the performance shown reflects the
historical performance of Berger Mid Cap Value Fund - Investor Shares.
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 JIF Perkins Mid
Cap Value Fund will have substantially similar class characteristics as the
Class A, Class C, Class I, Class R and Class S Shares of JAD Perkins Mid Cap
Value Fund, respectively. JIF Perkins Mid Cap Value 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 JIF Perkins Mid Cap Value Fund
will be established to correspond with shares of JAD Perkins Mid Cap Value Fund.
For additional information about purchase procedures, exchange rights and
redemption procedures, please refer to the Shareholder's Guide, attached as
Appendix C.
31
Janus Capital is the investment adviser and administrator and Perkins is
the subadviser to both JAD Perkins Mid Cap Value Fund and JIF Perkins Mid Cap
Value Fund, and Janus Distributors LLC ("Janus Distributors") is the distributor
of each Fund. In addition, the custodian, State Street Bank and Trust Company,
and transfer agent, Janus Services LLC, are the same for both Funds. After the
Reorganization, JIF Perkins Mid Cap Value 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 JAD
Perkins Mid Cap Value 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 JAD Perkins Mid Cap Value Fund will continue to be subject to
the same procedures and receive the same services as shareholders of JIF Perkins
Mid Cap Value Fund, as they currently do as shareholders of JAD Perkins Mid Cap
Value 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 JAD Perkins Mid Cap
Value Fund's Prospectus, which is incorporated by reference herein, and in
Appendix C.
FREQUENT PURCHASES AND REDEMPTIONS
A detailed description of the Funds' policies with respect to frequent
trading of Fund shares is available in the "Excessive Trading" section of JAD
Perkins Mid Cap Value Fund's Prospectus, which is incorporated by reference
herein, and in Appendix C.
TAXES
A detailed description of the tax consequences of buying, holding,
exchanging and selling the Funds' shares is available in the "Taxes" section of
JAD Perkins Mid Cap Value Fund's Prospectus, which is incorporated by reference
herein, and in Appendix C.
DISTRIBUTION ARRANGEMENTS
A detailed description of the Funds' distribution arrangements is available
in the "Distribution, Servicing, and Administrative Fees" section of JAD Perkins
Mid Cap Value Fund's Prospectus, which is incorporated by reference herein, and
in Appendix C.
32
THE REORGANIZATION
THE PLAN
The Plan sets forth the terms and conditions under which the Reorganization
will be implemented. Significant provisions of the Plan are summarized below;
however, this summary is qualified in its entirety by reference to the Plan,
which is attached hereto as Appendix A.
The Plan contemplates: (i) JIF Perkins Mid Cap Value Fund's acquisition of
all or substantially all of the assets of JAD Perkins Mid Cap Value Fund in
exchange solely for shares of JIF Perkins Mid Cap Value Fund and the assumption
by JIF Perkins Mid Cap Value Fund of all of JAD Perkins Mid Cap Value Fund's
liabilities, if any, as of the Closing Date; (ii) the distribution on the
Closing Date of those shares to the shareholders of JAD Perkins Mid Cap Value
Fund; and (iii) the complete liquidation of JAD Perkins Mid Cap Value Fund.
The value of JAD Perkins Mid Cap Value Fund's assets to be acquired and the
amount of its liabilities to be assumed by JIF Perkins Mid Cap Value Fund and
the NAV of a share of JAD Perkins Mid Cap Value Fund will be determined as of
the close of regular trading on the NYSE on the Closing Date, after the
declaration by JAD Perkins Mid Cap Value Fund of distributions, if any on the
Closing Date, and will be determined in accordance with the valuation
methodologies described in JAD Perkins Mid Cap Value 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, JAD Perkins Mid Cap Value
Fund will distribute pro rata to its shareholders of record the shares of JIF
Perkins Mid Cap Value Fund it receives in the Reorganization, so that each
shareholder of JAD Perkins Mid Cap Value Fund will receive a number of full and
fractional shares of JIF Perkins Mid Cap Value Fund approximately equal in value
to his or her holdings in JAD Perkins Mid Cap Value Fund, and JAD Perkins Mid
Cap Value Fund will be liquidated.
Such distribution will be accomplished by opening accounts on the books of
JIF Perkins Mid Cap Value Fund in the names of JAD Perkins Mid Cap Value Fund
shareholders and by transferring thereto the shares of JIF Perkins Mid Cap Value
Fund previously credited to the account of JAD Perkins Mid Cap Value Fund on
those books. Each shareholder account shall be credited with the pro rata number
of JIF Perkins Mid Cap Value Fund's shares due to that shareholder. All issued
and outstanding shares of JAD Perkins Mid Cap Value Fund will simultaneously be
canceled on the books of the JAD Trust. Accordingly, immediately after the
Reorganization, each former shareholder of JAD Perkins Mid Cap Value Fund will
own shares of JIF Perkins Mid Cap Value Fund that will be approximately equal to
the value of that shareholder's shares of JAD Perkins Mid Cap Value Fund as of
the Closing Date. Any special options will automatically transfer to the new
fund accounts.
33
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 (excluding the impact of a
performance adjustment to the investment advisory fee, as further
described herein); 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 JAD Perkins Mid Cap Value Fund
should not realize a tax gain or loss as a direct result of the Reorganization.
Janus Capital met with the Trustees, all of whom are not "interested
persons" (as defined in the 1940 Act) ("Independent Trustees"), counsel to the
Funds and counsel to the Independent Trustees on September 5, 2008, October 2,
2008, February 25, 2009 and March 11-12, 2009 to discuss Janus Capital's
proposal to reorganize the Funds. At each
34
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 JAD Perkins Mid Cap Value Fund and
JIF Perkins Mid Cap Value Fund; and (2) the Plan should be approved by the
Trustees. In making these determinations, the Trustees considered the following
factors, among others:
(1) The Reorganization is part of a larger strategic repositioning of
Janus Capital's distribution model for Janus mutual funds that is
designed to offer certain potential benefits to Fund shareholders that
are not currently available, including a more diverse Fund shareholder
base, the potential for a more stable level of Fund assets, and access
to a wider range of Janus funds with differing investment strategies.
(2) The current conditions and trends in the securities markets and
related trends in the investment management business, and their
current and potential impact on Janus Capital, the JAD Trust and Fund
shareholders.
(3) JAD Perkins Mid Cap Value Fund has the same investment objective,
strategies, policies and risks as JIF Perkins Mid Cap Value Fund, and
the two Funds are managed by the same portfolio managers.
(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) Application of a performance fee structure in accordance with which
the advisory fee rate paid by each Fund to Janus Capital will vary up
or down depending on the Fund's performance as compared to the
performance of the Russell Midcap(R) Value Index, which is the Funds'
benchmark.
(8) The expense limitation agreements applicable to each Fund which, after
giving effect to fee waivers after the Reorganization, may result in
current JAD Perkins Mid Cap Value 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.
35
(10) The Reorganization would not dilute the interests of either Fund's
current shareholders.
(11) The impact of the Reorganization on the ability of JIF Perkins Mid Cap
Value Fund to benefit from using a portion of the realized capital
losses generated by JAD Perkins Mid Cap Value Fund and JIF Perkins Mid
Cap Value Fund, as applicable.
(12) The Reorganization, for each Fund and its shareholders, is expected to
be tax-free in nature.
(13) JAD Perkins Mid Cap Value 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 JIF Perkins Mid Cap Value Fund
will be equal to the full and fractional value of their JAD Perkins
Mid Cap Value Fund holdings immediately prior to the Reorganization.
Based on these considerations, among others, the Boards of Trustees of the
JAD Trust and JIF Trust concluded that: (1) the Reorganization is in the best
interests of JAD Perkins Mid Cap Value Fund and JIF Perkins Mid Cap Value 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 JAD Perkins Mid
Cap Value Fund solely in exchange for shares of JIF Perkins Mid Cap Value
Fund and the assumption by JIF Perkins Mid Cap Value Fund of all
liabilities of JAD Perkins Mid Cap Value Fund, and the distribution of
such shares to the shareholders of JAD Perkins Mid Cap Value Fund, will
constitute a "reorganization" within the meaning of Section 368(a) of the
Code;
- no gain or loss will be recognized by JAD Perkins Mid Cap Value Fund on
the transfer of the assets of JAD Perkins Mid Cap Value Fund to JIF
Perkins Mid Cap Value Fund in exchange for JIF Perkins Mid Cap Value Fund
shares or the assumption by JIF Perkins Mid Cap Value Fund of all
liabilities of JAD Perkins Mid Cap Value Fund or upon the distribution of
JIF Perkins Mid Cap Value Fund shares to JAD Perkins Mid Cap Value Fund
shareholders in exchange for their shares of JAD Perkins Mid Cap Value
Fund;
- the tax basis of JAD Perkins Mid Cap Value Fund's assets acquired by JIF
Perkins Mid Cap Value Fund will be the same to JIF Perkins Mid Cap Value
Fund as the tax basis of such assets to JAD Perkins Mid Cap Value Fund
immediately prior to the Reorganization, and the holding period of the
assets of JAD Perkins Mid Cap
36
Value Fund in the hands of JIF Perkins Mid Cap Value Fund will include
the period during which those assets were held by JAD Perkins Mid Cap
Value Fund;
- no gain or loss will be recognized by JIF Perkins Mid Cap Value Fund upon
the receipt of the assets of JAD Perkins Mid Cap Value Fund solely in
exchange for JIF Perkins Mid Cap Value Fund shares and the assumption by
JIF Perkins Mid Cap Value Fund of all liabilities of JAD Perkins Mid Cap
Value Fund;
- no gain or loss will be recognized by shareholders of JAD Perkins Mid Cap
Value Fund upon the receipt of JIF Perkins Mid Cap Value Fund shares by
such shareholders, provided such shareholders receive solely JIF Perkins
Mid Cap Value Fund shares (including fractional shares) in exchange for
their JAD Perkins Mid Cap Value Fund shares; and
- the aggregate tax basis of JIF Perkins Mid Cap Value Fund shares,
including any fractional shares, received by each shareholder of JAD
Perkins Mid Cap Value Fund pursuant to the Reorganization will be the
same as the aggregate tax basis of JAD Perkins Mid Cap Value Fund shares
held by such shareholder immediately prior to the Reorganization, and the
holding period of JIF Perkins Mid Cap Value Fund shares, including
fractional shares, to be received by each shareholder of JAD Perkins Mid
Cap Value Fund will include the period during which JAD Perkins Mid Cap
Value Fund shares exchanged were held by such shareholder (provided that
JAD Perkins Mid Cap Value 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 JAD Perkins Mid Cap Value Fund in exchange for JIF
Perkins Mid Cap Value Fund shares and the assumption by JIF Perkins Mid Cap
Value Fund of all liabilities of JAD Perkins Mid Cap Value Fund does not
constitute a tax-free reorganization, each JAD Perkins Mid Cap Value Fund
shareholder generally will recognize a gain or loss approximately equal to the
difference between the value of JIF Perkins Mid Cap Value Fund shares such
shareholder acquires and the tax basis of such shareholder's JAD Perkins Mid Cap
Value Fund shares.
Prior to the Closing Date, JAD Perkins Mid Cap Value Fund may pay to its
shareholders a cash distribution consisting of any undistributed investment
company taxable income and/or any undistributed realized net capital gains,
including any gains realized from any sales of assets prior to the Closing Date,
which may be attributable to portfolio transitioning. This distribution would be
taxable to shareholders that are subject to tax.
Shareholders of JAD Perkins Mid Cap Value Fund should consult their tax
advisers regarding the effect, if any, of the Reorganization in light of their
individual circumstances. Since the foregoing discussion relates only to the
federal income tax consequences of the Reorganization, shareholders of JAD
Perkins Mid Cap Value Fund should
37
also consult tax advisers as to state and local tax consequences, if any, of the
Reorganization.
As of July 31, 2008, JAD Perkins Mid Cap Value Fund had accumulated capital
loss carryforwards of $394,201. After the Reorganization, these losses may be
available to JIF Perkins Mid Cap Value Fund, which did not have any accumulated
capital loss carryforwards, as of October 31, 2008. The final amount of the
accumulated capital loss carryforwards for JAD Perkins Mid Cap Value Fund and
JIF Perkins Mid Cap Value Fund is subject to change and will not be determined
until the time of the Reorganization. After and as a result of the
Reorganization, these accumulated capital loss carryforwards may in part be
subject to limitations under applicable tax laws. As a result, JIF Perkins Mid
Cap Value Fund may not be able to use some or all of these losses, if any, as
quickly as each Fund may have used these losses in the absence of the
Reorganization, and part of these losses may not be useable at all. The Boards
of Trustees of the JAD Trust and JIF Trust took this factor into account in
concluding that the Reorganization would be in the best interests of the Funds.
38
CAPITALIZATION
The following table shows, on an unaudited basis, the capitalization as of
October 31, 2008 for JAD Perkins Mid Cap Value Fund and JIF Perkins Mid Cap
Value Fund, as well as pro forma capitalization giving effect to the
Reorganization:
<Table>
<Caption>
JIF PERKINS
MID CAP
JAD PERKINS JIF PERKINS VALUE FUND
MID CAP MID CAP (PRO FORMA AFTER
VALUE FUND(1) VALUE FUND(2) ADJUSTMENTS REORGANIZATION)(2)
------------- -------------- ----------- ------------------
CLASS A
Net Assets.................... $453,641,672 N/A $ -- $ 453,641,672
Net Asset Value Per Share..... $ 13.58 N/A $ 3.05 $ 16.63
Shares Outstanding............ 33,401,285 N/A (6,122,772) 27,278,513
CLASS C
Net Assets.................... $ 56,466,277 N/A $ -- $ 56,466,277
Net Asset Value Per Share..... $ 13.32 N/A $ 3.31 $ 16.63
Shares Outstanding............ 4,239,820 N/A (844,373) 3,395,447
CLASS I
Net Assets.................... $365,617,252 N/A $ -- $ 365,617,252
Net Asset Value Per Share..... $ 13.56 N/A $ 3.07 $ 16.63
Shares Outstanding............ 26,956,047 N/A (4,970,644) 21,985,403
CLASS R
Net Assets.................... $ 22,278,066 N/A $ -- $ 22,278,066
Net Asset Value Per Share..... $ 13.49 N/A $ 3.14 $ 16.63
Shares Outstanding............ 1,651,823 N/A (312,192) 1,339,631
CLASS S
Net Assets.................... $162,289,374 N/A $ -- $ 162,289,374
Net Asset Value Per Share..... $ 13.54 N/A $ 3.09 $ 16.63
Shares Outstanding............ 11,982,386 N/A (2,223,554) 9,758,832
INVESTOR SHARES
Net Assets.................... N/A $5,170,227,892 $ -- $5,170,227,892
Net Asset Value Per Share..... N/A $ 16.63 $ -- $ 16.63
Shares Outstanding............ N/A 310,981,857 -- 310,981,857
INSTITUTIONAL SHARES
Net Assets.................... N/A $ 365,504,651 $ -- $ 365,504,651
Net Asset Value Per Share..... N/A $ 16.75 $ -- $ 16.75
Shares Outstanding............ N/A 21,814,796 21,814,796
</Table>
--------
(1) JAD Perkins Mid Cap Value Fund currently offers Class A, Class C, Class I,
Class R and Class S Shares.
(2) JIF Perkins Mid Cap Value Fund currently offers Institutional Shares and
Investor Shares. Upon the consummation of the Reorganization, Class A, Class
C, Class I, Class R and Class S Shares of JIF Perkins Mid Cap Value 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 JAD Perkins Mid Cap
Value Fund, respectively.
39
OTHER COMPARATIVE INFORMATION ABOUT THE FUNDS
INVESTMENT ADVISER
Janus Capital, 151 Detroit Street, Denver, Colorado 80206-4805, is the
investment adviser to each Fund. Perkins is responsible for the day-to-day
management of each Fund's investment portfolio subject to the general oversight
of Janus Capital. 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
40
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
41
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 investment advisory fee which is
paid monthly. Each Fund's investment advisory agreement details the investment
advisory fee and other expenses that each Fund must pay. Janus Capital pays
Perkins, the Funds' subadviser, a subadvisory fee from its investment advisory
fee for managing each Fund.
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. JAD Perkins Mid Cap
Value 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 investment advisory base fee rate (expressed as an annual
rate), as well as the actual investment advisory fee rate paid by each Fund to
Janus Capital (gross and net of fee waivers, if applicable). The investment
advisory fee rate is aggregated to include all investment advisory and
subadvisory fees paid by each Fund.
Each Fund pays an investment advisory fee rate that may adjust up or down
based on each Fund's performance relative to the cumulative investment record of
its benchmark index, the Russell Midcap(R) Value Index over the performance
measurement period. Any adjustment to the investment advisory fee rate was
effective February 2007 for JAD Perkins Mid Cap Value Fund and JIF Perkins Mid
Cap Value Fund. Until such time, only the base fee rate shown below applied. The
third column in the table below shows the performance hurdle for outperformance
or underperformance during the measurement period relative to each Fund's
benchmark index. The fourth column shows the performance adjusted investment
advisory fee rate, which is equal to the Fund's base fee rate plus or minus the
performance adjustment over its respective period without any fee waivers. The
fifth column shows the actual investment advisory fee rate paid by each Fund as
of the end of its respective fiscal year, which is equal to the Fund's base fee
rate plus or minus the performance adjustment over its respective measuring
period and includes any applicable fee waiver for JAD Perkins Mid Cap Value
Fund. Details discussing this performance fee are included below with further
description in each Fund's Statement of Additional Information. As an example,
if a Fund outperformed its benchmark index over the performance measurement
period by its performance hurdle rate (listed in the table below), the advisory
fee would increase by 0.15% (assuming constant assets). Conversely, if a Fund
underperformed its benchmark index over the performance measurement period by
its performance hurdle rate (listed in the table below), the advisory fee would
decrease by 0.15% (assuming constant assets). Actual performance within the full
range of the performance hurdle rate may result in positive or negative
incremental adjustments to the advisory fee of greater or less than 0.15%.
42
<Table>
<Caption>
PERFORMANCE
PERFORMANCE ADJUSTED ACTUAL
HURDLE VS. INVESTMENT INVESTMENT
BASE FEE BENCHMARK INDEX ADVISORY FEE ADVISORY FEE
-------- --------------- ------------ ------------
JAD PERKINS MID CAP
VALUE FUND............ 0.64% +/-4% 0.71%(1) 0.62%(1)(2)
JIF PERKINS MID CAP
VALUE FUND............ 0.64% +/-4% 0.78%(3) 0.78%(3)
</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 0.74% 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 and any applicable
performance adjustment are not reflected in the base fee rate shown.
(3) For the fiscal year ended October 31, 2008.
Each Fund's investment advisory fee is determined by calculating a base fee
(shown in the previous table) and applying a performance adjustment (described
in further detail below). The performance adjustment either increases or
decreases the base fee depending on how well each Fund has performed relative to
the cumulative performance of the Russell Midcap(R) Value Index. The calculation
of the performance adjustment for each Fund is applied as follows:
Investment Advisory Fee = Base Fee +/- Performance Adjustment
The investment advisory fee rate paid to Janus Capital by each Fund in the
table above consists of two components: (i) a base fee calculated by applying
the contractual fixed rate of the advisory fee to the Fund's average daily net
assets during the previous month ("Base Fee Rate"), plus or minus (ii) a
performance-fee adjustment ("Performance Adjustment") calculated by applying a
variable rate of up to 0.15% (positive or negative) to the Fund's average daily
net assets during the applicable performance measurement period. The performance
measurement period generally is the previous 36 months, although no Performance
Adjustment is made until a Fund's performance-based fee structure has been in
effect for at least 12 months. When a Fund's performance-based fee structure has
been in effect for at least 12 months, but less than 36 months, the performance
measurement period is equal to the time that has elapsed since the performance-
based fee structure took effect. Each Fund's performance fee structure became
effective February 2006.
No Performance Adjustment is applied unless the difference between the
Fund's investment performance and the cumulative investment record of the Fund's
benchmark index is 0.50% or greater (positive or negative) during the applicable
performance measurement period. Because the Performance Adjustment is tied to a
Fund's relative performance compared to its benchmark index (and not its
absolute performance), the
43
Performance Adjustment could increase Janus Capital's fee even if the Fund's
shares lose value during the performance measurement period and could decrease
Janus Capital's fee even if the Fund's shares increase in value during the
performance measurement period. For purposes of computing the Base Fee Rate and
the Performance Adjustment, net assets are averaged over different periods
(average daily net assets during the previous month for the Base Fee Rate,
versus average daily net assets during the performance measurement period for
the Performance Adjustment). Performance of a Fund is calculated net of expenses
whereas a Fund's benchmark index does not have any fees or expenses.
Reinvestment of dividends and distributions is included in calculating both the
performance of a Fund and the Fund's benchmark index. The Base Fee Rate is
calculated and accrued daily. The Performance Adjustment is calculated monthly
in arrears and is accrued evenly each day throughout the month. The investment
fee is paid monthly in arrears.
The investment performance of JAD Perkins Mid Cap Value Fund's Class A
Shares, waiving the upfront sales charge ("Load-Waived Class A Shares"), and the
investment performance of JIF Perkins Mid Cap Value Fund's Investor Shares
("Investor Shares") for the performance measurement period are used to calculate
each respective Fund's Performance Adjustment. After Janus Capital determines
whether a particular Fund's performance was above or below its benchmark index,
by comparing the investment performance of JAD Perkins Mid Cap Value Fund's
Load-Waived Class A Shares or the investment performance of JIF Perkins Mid Cap
Value Fund's Investor Shares against the cumulative investment record of that
Fund's benchmark index, Janus Capital applies the same Performance Adjustment
(positive or negative) across each other class of shares of the Fund, as
applicable. It is not possible to predict the effect of the Performance
Adjustment on future overall compensation to Janus Capital since it depends on
the performance of each Fund relative to the record of the Fund's benchmark
index and future changes to the size of each Fund.
Effective with the Reorganization, JIF Perkins Mid Cap Value Fund will
calculate its Performance Adjustment by comparing the performance of the new
Load-Waived Class A Shares against the investment record of its benchmark index.
For the period from January 1, 2009 to the Closing Date of the Reorganization,
Investor Shares will be used for comparing JIF Perkins Mid Cap Value Fund's
performance and calculating the performance fee.
The basis for the Trustees' approval of the current investment advisory
agreement for JAD Perkins Mid Cap Value Fund is included in JAD Mid Cap Value
Fund's unaudited Semiannual Report to shareholders dated January 31, 2009. The
basis for the Trustees' approval of the current investment advisory agreement
for JIF Perkins Mid Cap Value Fund is currently not available to shareholders,
but will be included in JIF Perkins Mid Cap Value 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
JIF Perkins Mid Cap Value Fund, please refer to JIF Perkins Mid Cap Value Fund's
unaudited Semiannual Report to shareholders dated April 30, 2008.
44
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 JIF Perkins Mid Cap Value 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 JAD Perkins Mid Cap Value 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.
SUBADVISER
Perkins serves as subadviser to each Fund, and has served in such capacity
since the Fund's inception. Perkins (together with its predecessors), 311 S.
Wacker Drive, Suite 6000, Chicago, Illinois 60606, has been in the investment
management business since 1984 and provides day-to-day management of each Fund's
portfolio operations, as well as other mutual funds and separate accounts. Janus
Capital owns approximately 78% of Perkins.
45
INVESTMENT PERSONNEL
Co-Portfolio Managers Thomas M. Perkins and Jeffrey R. Kautz are
responsible for the day-to-day management of each Fund, with no limitation on
the authority of one co-portfolio manager in relation to the other.
THOMAS M. PERKINS is Co-Portfolio Manager of each Fund, each of which he
has co-managed since inception. He is also Co-Portfolio Manager of other Janus
accounts. Mr. Perkins has been a portfolio manager since 1974 and joined Perkins
as a portfolio manager in 1998. Previously, he was Co-Portfolio Manager for
Berger Mid Cap Value Fund since its inception. Mr. Perkins holds a Bachelor of
Arts degree in History from Harvard University.
JEFFREY R. KAUTZ, CFA, is Co-Portfolio Manager of each Fund, each of which
he has co-managed since inception. He is also Co-Portfolio Manager of other
Janus accounts. Mr. Kautz has served as a research analyst for the value
products of Perkins since October 1997. Previously, he was Co-Portfolio Manager
for Berger Mid Cap Value Fund since 2002. Mr. Kautz holds a Bachelor of Science
degree in Mechanical Engineering from the University of Illinois and a Master of
Business Administration in Finance from the University of Chicago. Mr. Kautz
holds the Chartered Financial Analyst designation.
JIF Perkins Mid Cap Value Fund's Statement of Additional Information dated
February 27, 2009, and JAD Perkins Mid Cap Value 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. Perkins' and
Mr. Kautz's compensation, as well as their management of other accounts and
ownership of Fund securities.
SECURITIES TO BE ISSUED, KEY DIFFERENCES IN SHAREHOLDER RIGHTS
JAD Perkins Mid Cap Value Fund is organized as a separate series of the JAD
Trust, a Delaware statutory trust, and is governed by an Amended and Restated
Trust Instrument ("JAD Trust Instrument") and JAD Bylaws. JIF Perkins Mid Cap
Value 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
46
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>
JIF PERKINS MID CAP VALUE FUND JAD PERKINS MID CAP VALUE 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 a class action on whether a court action, proceeding or claim should be
behalf of the Trust or any series thereof or the brought or maintained derivatively or as a class action on
shareholders. 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 proxy, unless otherwise required by
</Table>
47
<Table>
<Caption>
JIF PERKINS MID CAP VALUE FUND JAD PERKINS MID CAP VALUE FUND
------------------------------ ------------------------------
applicable law, the Bylaws or the Trust Instrument. applicable law, the 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, assume the defense of any such series of the Trust shall be charged or held to be
claim made against such shareholder for any act or personally liable for any obligation or liability of the
obligation of the series and satisfy any judgment thereon Trust solely by reason of being or having been a shareholder
from the assets of the series. 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 However, the Trustees may
</Table>
48
<Table>
<Caption>
JIF PERKINS MID CAP VALUE FUND JAD PERKINS MID CAP VALUE FUND
------------------------------ ------------------------------
any series without obtaining a shareholder vote. Absent merge, liquidate or reorganize any series without seeking
such determinations, terminating a Trust or series requires shareholder approval if in accordance with legal
a shareholder vote. 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>
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 JAD Perkins Mid
Cap Value Fund and JIF Perkins Mid Cap Value Fund:
<Table>
<Caption>
TOTAL NUMBER
OF SHARES
FUND OUTSTANDING NET ASSETS
---- ------------ --------------
JAD Perkins Mid Cap Value Fund
- Class A Shares.................. 39,027,068 $ 471,837,249
- Class C Shares.................. 5,272,181 $ 62,422,625
- Class I Shares.................. 52,643,518 $ 634,880,833
- Class R Shares.................. 2,622,212 $ 31,414,094
- Class S Shares.................. 19,470,024 $ 234,419,093
TOTAL............................. 119,035,003 $1,434,973,894
JIF Perkins Mid Cap Value Fund
- Investor Shares................. 358,315,841 $5,059,419,676
- Institutional Shares............ 17,798,626 $ 252,918,482
TOTAL............................. 376,114,467 $5,312,338,158
</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.
49
<Table>
<Caption>
NAME OF FUND NAME AND ADDRESS OF NUMBER OF PERCENT OF
AND CLASS BENEFICIAL OWNER SHARES FUND
------------ --------------------------------------------- ----------- ----------
JAD Perkins Mid Cap Value
Fund
- Class A Shares........... Charles Schwab & Co. Inc. 4,930,706 12.63%
Special Custody Account
FBO Institutional Client Accounts
San Francisco, CA
Merrill Lynch Pierce Fenner & Smith Inc. 4,473,771 11.46%
For The Sole Benefit Of Customers
Jacksonville, FL
JAD Perkins Mid Cap Value
Fund
- Class C Shares........... Merrill Lynch Pierce Fenner & Smith Inc. 1,950,189 36.99%
For The Sole Benefit Of Customers
Jacksonville, FL
Citigroup Global Markets 421,852 8.00%
House Account
Owings Mills, MD
JAD Perkins Mid Cap Value
Fund
- Class I Shares........... NFS LLC 13,457,800 25.56%
FEBO FIIOC As Agent For Qualified
Employee Benefit Plans 401K
FINOPS-IC Funds
Covington, KY
Wachovia Bank NA 9,853,085 18.72%
Omnibus Cash/Cash
A/C 9999999980 NC-1151
Charlotte, NC
Edward D. Jones & Co. 3,951,925 7.51%
Maryland Heights, MO
Prudential Investment Management Service 3,570,752 6.78%
FBO Mutual Fund Clients/Pruchoice
Newark, NJ
JPMorgan Chase As Trustee 3,054,368 5.80%
FBO Cadence Design Systems Inc.
401K Plan
Kansas City, MO
JAD Perkins Mid Cap Value
Fund
- Class R Shares........... Merrill Lynch Pierce Fenner & Smith Inc. 539,132 20.56%
Jacksonville, FL
EMJAY Corporation Custodian 341,272 13.01%
FBO Plans Of RPSA Customers
Greenwood Vlg, CO
</Table>
50
<Table>
<Caption>
NAME OF FUND NAME AND ADDRESS OF NUMBER OF PERCENT OF
AND CLASS BENEFICIAL OWNER SHARES FUND
------------ --------------------------------------------- ----------- ----------
JAD Perkins Mid Cap Value
Fund
- Class S Shares........... Nationwide Trust Company FSB 1,564,667 8.04%
C/O IPO Portfolio Accounting
Columbus, OH
Wachovia Bank 1,560,807 8.02%
FBO Various Retirement Plans
A/C 9888888836 NC-1076
Charlotte, NC
Massachusetts Mutual Life Insurance Company 1,474,119 7.57%
Springfield, MA
National Financial Services LLC TR 1,279,861 6.57%
For Exclusive Benefit Of Our Customers
New York, NY
JIF Perkins Mid Cap Value
Fund
- Investor Shares.......... National Financial Services Corp. 132,765,020 37.05%
For the Exclusive Benefit of Our
Customers
New York, NY
Charles Schwab & Co., Inc. 80,344,821 22.42%
Reinvest Account
San Francisco, CA
JIF Perkins Mid Cap Value
Fund
- Institutional Shares..... Prudential Investment Management Service 14,891,910 83.67%
FBO Mutual Fund Clients
Newark, NJ
</Table>
To the best knowledge of the Trusts, the percentage of each applicable
class of JIF Perkins Mid Cap Value 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.
51
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
JAD Perkins Mid Cap Value Fund and JIF Perkins Mid Cap Value 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
52
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.
A-8
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.
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.
B-4
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.
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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.
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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 Perkins Mid
Cap Value Fund (the "JIF Perkins Mid Cap Value Fund"), a series of Janus
Investment Fund (the "Trust"). JIF Perkins Mid Cap Value Fund currently does not
offer shares of any of these classes. However, upon consummation of the
reorganization of Janus Adviser Perkins Mid Cap Value Fund with and into JIF
Perkins Mid Cap Value Fund (the "Reorganization"), JIF Perkins Mid Cap Value
Fund will complete the registration of Shares of these classes pursuant to the
Securities Act of 1933, as amended, and the Investment Company Act of 1940, as
amended, and start offering these shares. JIF Perkins Mid Cap Value Fund
currently only offers two classes of shares, the Institutional Class and the
Investor Class, which are not offered in this Prospectus/Information Statement.
Please refer to JIF Perkins Mid Cap Value Fund's prospectuses dated February 27,
2009 (the "JIF Perkins Mid Cap Value Fund's Prospectuses") for information about
shares of these Classes. You can obtain free copies of these documents by
contacting your broker-dealer, plan sponsor, or financial intermediary or by
calling a Janus representative at 1-877-335-2687. The information below relates
to classes of JIF Perkins Mid Cap Value Fund as of the date they are created.
PURCHASE PROCEDURES, EXCHANGE RIGHTS, AND REDEMPTION PROCEDURES
Investors may not purchase, exchange, or redeem Class A, Class C, Class R
and Class S Shares of JIF Perkins Mid Cap Value Fund directly. Shares may be
purchased, exchanged, or redeemed only through retirement plans, broker-dealers,
bank trust departments, financial advisers, or other financial intermediaries.
Class A and Class C Shares made available through full service broker-dealers
are primarily available only through wrap accounts under which such broker-
dealers impose additional fees for services connected to the wrap account. Class
S Shares are only available to broker-dealers in connection with their
customers' investment in the Shares through (1) retirement plans and (2) asset
allocation, wrap fee, fee-in-lieu of commission, or other discretionary or
nondiscretionary investment advisory programs under which such broker-dealers
charge asset-based fees. This restriction on Class S Shares does not apply to
broker-dealers that had existing agreements to purchase the Shares on behalf of
their customers prior to September 30, 2004. Not all financial intermediaries
offer all classes of shares. CONTACT YOUR FINANCIAL INTERMEDIARY OR REFER TO
YOUR PLAN DOCUMENTS FOR INSTRUCTIONS ON HOW TO PURCHASE, EXCHANGE, OR REDEEM
SHARES.
Class I Shares may generally be purchased, exchanged, or redeemed only
through the following types of financial intermediaries and by certain
institutional investors. Class I Shares are offered through financial
intermediaries (including, but not limited to, broker-dealers, retirement plans,
bank trust departments, and financial advisors) who do not require payment from
JIF Perkins Mid Cap Value Fund or its service providers for
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the provision of distribution or shareholder retention services, except for
administrative (networking, omnibus positioning) fees. Administrative
(networking, omnibus positioning) fees may be paid by JIF Perkins Mid Cap Value
Fund to financial intermediaries for Class I Shares processed through certain
securities clearing systems. Institutional investors may include, but are not
limited to, corporations, retirement plans, public plans, and
foundations/endowments. Class I Shares are not offered directly to individual
investors. Not all financial intermediaries offer all classes of shares. FOR
INSTRUCTIONS ON HOW TO PURCHASE, EXCHANGE, OR REDEEM SHARES, CONTACT YOUR
FINANCIAL INTERMEDIARY, A JANUS REPRESENTATIVE AT 1-800-333-1181, OR REFER TO
YOUR PLAN DOCUMENTS.
With certain limited exceptions, JIF Perkins Mid Cap Value Fund is
available only to U.S. citizens or residents.
PRICING OF JIF PERKINS MID CAP VALUE FUND SHARES
The per share net asset value ("NAV") for each class is computed by
dividing the total value of assets allocated to the class, less liabilities
allocated to that class, by the total number of outstanding shares of the class.
JIF Perkins Mid Cap Value Fund's NAV is calculated as of the close of the
regular trading session of the New York Stock Exchange ("NYSE") (normally 4:00
p.m. New York time) each day that the NYSE is open ("business day"). However,
the NAV may be calculated earlier if trading on the NYSE is restricted, or as
permitted by the SEC. Because foreign securities markets may operate on days
that are not business days in the United States, the value of JIF Perkins Mid
Cap Value 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 JIF
Perkins Mid Cap Value Fund's Shares.
The price you pay for purchases of Class A Shares and Class C Shares is the
public offering price, which is the NAV next determined after your order is
received in good order by JIF Perkins Mid Cap Value Fund or its agent, plus, for
Class A Shares, any applicable initial sales charge. The price you pay to sell
Class A Shares and Class C Shares is also the NAV, although a contingent
deferred sales charge may be taken out of the proceeds. All purchases and
redemptions of Class I Shares, Class R Shares and Class S Shares will be duly
processed at the NAV next calculated after your request is received in good
order by JIF Perkins Mid Cap Value Fund or its agent. Your financial
intermediary may charge you a separate or additional fee for processing
purchases and redemptions of Shares. In order to receive a day's price, your
order must be received in good order by JIF Perkins Mid Cap Value Fund or its
agent by the close of the regular trading session of the NYSE.
Securities held by JIF Perkins Mid Cap Value 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
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in good faith under policies and procedures established by and under the
supervision of JIF Perkins Mid Cap Value Fund's Board of Trustees. Such events
include, but are not limited to: (i) a significant event that may affect the
securities of a single issuer, such as a merger, bankruptcy, or significant
issuer-specific development; (ii) an event that may affect an entire market,
such as a natural disaster or significant governmental action; and (iii) a non-
significant event such as a market closing early or not opening, or a security
trading halt. JIF Perkins Mid Cap Value Fund may use a systematic fair valuation
model provided by an independent pricing service to value foreign equity
securities in order to adjust for stale pricing, which may occur between the
close of certain foreign exchanges and the close of the NYSE. While fair value
pricing may be more commonly used with foreign equity securities, it may also be
used with, among other things, thinly-traded domestic securities or fixed-income
securities.
Due to the subjective nature of fair value pricing, JIF Perkins Mid Cap
Value Fund's value for a particular security may be different from the last
quoted market price. Fair value pricing may reduce arbitrage activity involving
the frequent buying and selling of mutual fund shares by investors seeking to
take advantage of a perceived lag between a change in the value of JIF Perkins
Mid Cap Value Fund's portfolio securities and the reflection of such change in
JIF Perkins Mid Cap Value Fund's NAV, as further described in the "Excessive
Trading" section in this Appendix C. While funds that invest in foreign
securities may be at a greater risk for arbitrage activity, such activity may
also arise in funds which do not invest in foreign securities, for example, when
trading in a security held by a fund is halted and does not resume prior to the
time the fund calculates its NAV (referred to as "stale pricing"). Funds that
hold thinly-traded securities, such as certain small-capitalization securities,
may be subject to attempted use of arbitrage techniques. To the extent that JIF
Perkins Mid Cap Value Fund's valuation of a security is different from the
security's market value, short-term arbitrage traders may dilute the NAV of JIF
Perkins Mid Cap Value Fund, which negatively impacts long-term shareholders. JIF
Perkins Mid Cap Value Fund's fair value pricing and excessive trading policies
and procedures may not completely eliminate short-term trading in certain
omnibus accounts and other accounts traded through intermediaries.
The value of the securities of other open-end funds held by JIF Perkins Mid
Cap Value Fund, if any, will be calculated using the NAV of such underlying
funds, and the prospectuses for such open-end funds explain the circumstances
under which they use fair value pricing and the effects of using fair value
pricing.
If you hold Class I Shares in an account through a financial intermediary
or plan sponsor or if you hold Shares of Class A, Class C, Class R or Class S,
all purchases, exchanges, redemptions, or other account activity must be
processed through your financial intermediary or plan sponsor. Your financial
intermediary or plan sponsor is responsible for promptly transmitting purchase,
redemption, and other requests to JIF Perkins Mid Cap Value Fund under the
arrangements made between your financial intermediary or plan sponsor and its
customers. JIF Perkins Mid Cap Value Fund is not responsible for the failure of
any financial intermediary or plan sponsor to carry out its obligations to its
customers.
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CHOOSING A SHARE CLASS
As noted above, upon the closing of the Reorganization, and subject to
certain contingencies, JIF Perkins Mid Cap Value Fund will start offering shares
of Class A, Class C, Class I, Class R and Class S. Each class represents an
interest in the same portfolio of investments, but has different charges and
expenses, allowing you to choose the class that best meets your needs. When
choosing a share class, you should consider:
- how much you plan to invest;
- how long you expect to own the shares;
- the expenses paid by each class; and
- whether you qualify for any reduction or waiver of any sales charges.
You should also consult your financial intermediary about which class is
most suitable for you. The following table summarizes some of the factors you
should consider with respect to each class of shares.*
<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.
C-4
DISTRIBUTION, SERVICING, AND ADMINISTRATIVE FEES
DISTRIBUTION AND SHAREHOLDER SERVICING PLANS
Under distribution and shareholder servicing plans adopted in accordance
with Rule 12b-1 under the 1940 Act for Class A Shares and Class C Shares (the
"Class A Plan" and "Class C Plan," respectively), JIF Perkins Mid Cap Value Fund
may pay Janus Distributors LLC, the Trust's distributor ("Janus Distributors"),
a fee for the sale and distribution of Class A Shares and Class C Shares at an
annual rate up to 0.25% and 1.00% of the average daily net assets of Class A
Shares and Class C Shares of JIF Perkins Mid Cap Value Fund, respectively. Under
the Class A and the Class C Plans, Janus Distributors may pay all or a portion
of 12b-1 fees to retirement plan service providers, broker-dealers, bank trust
departments, financial advisors, and other financial intermediaries, as
compensation for distribution and shareholder account services performed by such
entities for their customers who are investors in JIF Perkins Mid Cap Value
Fund.
Under a distribution and shareholder servicing plan adopted in accordance
with Rule 12b-1 under the 1940 Act for Class R Shares and Class S Shares (the
"Class R Plan" and "Class S Plan," respectively), JIF Perkins Mid Cap Value Fund
may pay Janus Distributors a fee for the sale and distribution of Class R Shares
and Class S Shares at an annual rate of up to 0.50% and 0.25% of the average
daily net assets of Class R Shares and Class S Shares of JIF Perkins Mid Cap
Value Fund, respectively. Under the terms of the Class R and Class S Plans, the
Trust is authorized to make payments to Janus Distributors for remittance to
retirement plan service providers, broker-dealers, bank trust departments,
financial advisors, and other financial intermediaries, as compensation for
distribution and shareholder account services performed by such entities for
their customers who are investors in JIF Perkins Mid Cap Value Fund.
Financial intermediaries may from time to time be required to meet certain
criteria in order to receive 12b-1 fees. Janus Distributors is entitled to
retain all fees paid under the Class C Plan for the first 12 months on any
investment in Class C Shares to recoup its expenses with respect to the payment
of commissions on sales of Class C Shares. Financial intermediaries will become
eligible for compensation under the Class C Plan beginning in the 13th month
following the purchase of Class C Shares, although Janus Distributors may,
pursuant to a written agreement between Janus Distributors and a particular
financial intermediary, pay such financial intermediary 12b-1 fees prior to the
13th month following the purchase of Class C Shares. Janus Distributors is
entitled to retain some or all fees payable under the Class A, Class C, Class R
and Class S Plans in certain circumstances, including when there is no broker of
record or when certain qualification standards have not been met by the broker
of record. Because 12b-1 fees are paid out of JIF Perkins Mid Cap Value 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.
C-5
ADMINISTRATIVE FEES - CLASS A, CLASS C AND CLASS I SHARES
Certain intermediaries may charge fees for administrative services,
including recordkeeping, subaccounting, order processing for omnibus or
networked accounts, or other shareholder services provided by intermediaries on
behalf of the shareholders of JIF Perkins Mid Cap Value Fund. Order processing
includes the submission of transactions through the National Securities Clearing
Corporation ("NSCC") or similar systems, or those processed on a manual basis
with Janus. These administrative fees are paid by the Shares of JIF Perkins Mid
Cap Value Fund to Janus Services LLC ("Janus Services"), which uses such fees to
reimburse intermediaries. Because the form and amount charged varies by
intermediary, the amount of the administrative fee borne by the class is an
average of all fees charged by intermediaries. In the event an intermediary
receiving payments from Janus Services on behalf of JIF Perkins Mid Cap Value
Fund converts from a networking structure to an omnibus account structure, or
otherwise experiences increased costs, fees borne by the Shares may increase.
ADMINISTRATIVE SERVICES FEE - CLASS R AND CLASS S SHARES
Janus Services, the Trust's transfer agent, receives an administrative
services fee at an annual rate of up to 0.25% of the average daily net assets of
Class R Shares and Class S Shares of JIF Perkins Mid Cap Value 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 JIF Perkins Mid Cap Value Fund.
PURCHASES
Purchases of Class A, Class C, Class R or Class S Shares may generally be
made only through institutional channels such as retirement plans, broker-
dealers, and other financial intermediaries. Contact your financial intermediary
or refer to your plan documents for information on how to invest in JIF Perkins
Mid Cap Value Fund, including additional information on minimum initial or
subsequent investment requirements.
Purchases of Class I Shares may generally be made only through financial
intermediaries and by certain institutional investors. Contact your financial
intermediary, a Janus representative (1-800-333-1181), or refer to your plan
documents for information on how to invest in JIF Perkins Mid Cap Value Fund,
including additional information on minimum initial or subsequent investment
requirements.
Your financial intermediary may charge you a separate or additional fee for
purchases of Shares. Only certain financial intermediaries are authorized to
receive purchase orders on JIF Perkins Mid Cap Value Fund's behalf. As discussed
under the
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section titled "The Reorganization - Other Comparative Information about the
Fund" in this Prospectus/Information Statement, Janus Capital Management LLC
("Janus Capital"), JIF Perkins Mid Cap Value Fund's investment adviser, and its
affiliates may make payments to brokerage firms or other financial
intermediaries that were instrumental in the acquisition or retention of
shareholders for JIF Perkins Mid Cap Value Fund or that provide services in
connection with investments in JIF Perkins Mid Cap Value Fund. You should
consider such arrangements when evaluating any recommendation of JIF Perkins Mid
Cap Value Fund.
JIF Perkins Mid Cap Value Fund reserves the right to reject any purchase
order, including exchange purchases, for any reason. JIF Perkins Mid Cap Value
Fund is not intended for excessive trading. For more information about JIF
Perkins Mid Cap Value Fund's policy on excessive trading, refer to the
"Excessive Trading" section in this Appendix C.
In compliance with the Uniting and Strengthening America by Providing
Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 ("USA
PATRIOT Act"), your financial intermediary is required to verify certain
information on your account application as part of its Anti-Money Laundering
Program. You will be required to provide your full name, date of birth, social
security number, and permanent street address to assist in verifying your
identity. You may also be asked to provide documents that may help to establish
your identity. Until verification of your identity is made, your financial
intermediary may temporarily limit additional share purchases. In addition, your
financial intermediary may close an account if they are unable to verify a
shareholder's identity. Please contact your financial intermediary if you need
additional assistance when completing your application or additional information
about the intermediary's Anti-Money Laundering Program.
MINIMUM AND MAXIMUM INVESTMENT REQUIREMENTS
The minimum investment for Class A Shares, Class C Shares and Class S
Shares is $2,500 per JIF Perkins Mid Cap Value Fund account for non-retirement
accounts and $500 per JIF Perkins Mid Cap Value Fund account for certain tax-
deferred accounts or UGMA/UTMA accounts. Investors in a defined contribution
plan through a third party administrator should refer to their plan document or
contact their plan administrator for additional information. In addition,
accounts held through certain wrap programs may not be subject to these
minimums. Investors should refer to their intermediary for additional
information.
The minimum investment for Class I Shares is $1 million for institutional
investors. Institutional investors generally may meet the minimum investment
amount by aggregating multiple accounts within JIF Perkins Mid Cap Value Fund.
Accounts offered through an intermediary institution must meet the minimum
investment requirements of $500 for tax-deferred accounts and $2,500 for other
account types. Directors, officers, and employees of Janus Capital Group Inc.
("JCGI") and its affiliates, as well as Trustees and officers of JIF Perkins Mid
Cap Value Fund, may purchase Class I Shares through certain financial
intermediaries' institutional platforms. For more information
C-7
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.
JIF Perkins Mid Cap Value Fund reserves the right to annually request that
intermediaries close JIF Perkins Mid Cap Value Fund accounts that are valued at
less than $100, other than as a result solely of depreciation in share value.
Certain accounts held through intermediaries may not be subject to closure due
to the policies of the intermediaries. You may receive written notice from your
intermediary to increase your account balance to the required minimum to avoid
having your account closed. If you hold Class I Shares directly with JIF Perkins
Mid Cap Value Fund, you may receive written notice prior to the closure of your
JIF Perkins Mid Cap Value Fund account so that you may increase your account
balance to the required minimum. Please note that you may incur a tax liability
as a result of a redemption.
The maximum purchase in Class C Shares is $500,000 for any single purchase.
There is no limitation on maximum purchase of Class A, Class I, Class R and
Class S Shares.
JIF Perkins Mid Cap Value Fund reserves the right to change the amount of
these minimums or maximums from time to time or to waive them in whole or in
part.
SYSTEMATIC PURCHASE PLAN
You may arrange for periodic purchases by authorizing your financial
intermediary (or a Janus representative, if you are a holder of Class I Shares
and you hold Class I Shares directly with JIF Perkins Mid Cap Value Fund) to
withdraw the amount of your investment from your bank account on a day or days
you specify. Not all financial intermediaries offer this plan. Contact your
financial intermediary for details.
CLASS A SHARES SALES CHARGE
An initial sales charge may apply to your purchase of Class A Shares of JIF
Perkins Mid Cap Value 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
C-8
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>
--------
(1) Offering price includes the initial sales charge.
(2) Compared to Class C Shares, the sales charge and expense structure of Class
A Shares may be more advantageous for investors purchasing more than
$500,000 of JIF Perkins Mid Cap Value 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 JIF Perkins Mid Cap Value Fund or certain other
Janus funds) with your current purchase of Class A Shares of JIF Perkins Mid Cap
Value Fund and certain other Janus funds (including Class C Shares of those
funds) to take advantage of the breakpoints in the sales charge schedule as set
forth above. Certain circumstances under which you may combine such ownership of
Shares and purchases are described below. Contact your financial intermediary
for more information.
Class A Shares of JIF Perkins Mid Cap Value 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
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through financial intermediaries that have entered into an agreement with Janus
Distributors that allows the waiver of the sales charge.
In order to obtain a sales charge discount, you should inform your
financial intermediary of other accounts in which there are JIF Perkins Mid Cap
Value Fund holdings eligible to be aggregated to meet a sales charge breakpoint.
These other accounts may include the accounts described under "Aggregating
Accounts" below. You may need to provide documents such as account statements or
confirmation statements to prove that the accounts are eligible for aggregation.
The Letter of Intent described below requires historical cost information in
certain circumstances. You should retain records necessary to show the price you
paid to purchase JIF Perkins Mid Cap Value Fund shares, as JIF Perkins Mid Cap
Value Fund, its agents, or your financial intermediary may not retain this
information.
RIGHT OF ACCUMULATION. You may purchase Class A Shares of JIF Perkins Mid
Cap Value Fund at a reduced sales charge determined by aggregating the dollar
amount of the new purchase (measured by the offering price) and the total prior
day's net asset value (net amount invested) of all Class A Shares of JIF Perkins
Mid Cap Value 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
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accumulation, investments made by you, your spouse, and your children under age
21 may be aggregated if made for your own account(s) and/or certain other
accounts such as:
- trust accounts established by the above individuals (or the accounts of
the primary beneficiary of the trust if the person who established the
trust is deceased);
- solely controlled business accounts; and
- single participant retirement plans.
To receive a reduced sales charge under rights of accumulation or a Letter
of Intent, you must notify your financial intermediary of any eligible accounts
that you, your spouse, and your children under age 21 have at the time of your
purchase.
You may access information regarding sales loads, breakpoint discounts, and
purchases of JIF Perkins Mid Cap Value 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 JIF Perkins Mid Cap Value Fund for
shares of the same class of any other fund in the Trust offered through
your financial intermediary or qualified plan.
- You must meet the minimum investment amount for each fund.
- JIF Perkins Mid Cap Value Fund reserves the right to reject any exchange
request and to modify or terminate the exchange privilege at any time.
- The exchange privilege is not intended as a vehicle for short-term or
excessive trading. JIF Perkins Mid Cap Value Fund may suspend or
terminate your exchange privilege if you engage in an excessive pattern
of exchanges.
- With respect to exchange of Class I Shares, accounts holding Class I
Shares directly with JIF Perkins Mid Cap Value Fund may make up to four
round trips in JIF Perkins Mid Cap Value Fund in a 12-month period,
although JIF Perkins Mid Cap Value Fund at all times reserves the right
to reject any exchange purchase for any reason without prior notice.
Generally, a "round trip" is a redemption out of JIF Perkins Mid Cap
Value Fund (by any means) followed by a purchase back
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into JIF Perkins Mid Cap Value Fund (by any means). JIF Perkins Mid Cap
Value Fund will work with intermediaries to apply JIF Perkins Mid Cap
Value Fund's exchange limit. However, JIF Perkins Mid Cap Value Fund may
not always have the ability to monitor or enforce the trading activity in
such accounts.
- For more information about JIF Perkins Mid Cap Value Fund's policy on
excessive trading, refer to the "Excessive Trading" section in this
Appendix C.
WAIVER OF SALES CHARGES
Class A Shares received through an exchange of Class A Shares of another
fund of the Trust will not be subject to any initial sales charge of JIF Perkins
Mid Cap Value Fund's Class A Shares. Class A Shares or Class C Shares received
through an exchange of Class A Shares or Class C Shares, respectively, of
another fund of the Trust will not be subject to any applicable contingent
deferred sales charge ("CDSC") at the time of the exchange. Any CDSC applicable
to redemptions of Class A Shares or Class C Shares will continue to be measured
on the Shares received by exchange from the date of your original purchase. For
more information about the CDSC, please refer to "Redemptions." While Class C
Shares do not have any front-end sales charges, their higher annual 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 JIF Perkins Mid Cap Value Fund may be redeemed on any business
day on which JIF Perkins Mid Cap Value Fund's NAV is calculated. Redemptions are
duly processed at the NAV next calculated after your redemption order is
received in good order by JIF Perkins Mid Cap Value 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 JIF Perkins Mid Cap Value Fund reserves the right to annually request that
intermediaries close JIF Perkins Mid Cap Value 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.
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You may receive written notice from your intermediary to increase your account
balance to the required minimum to avoid having your account closed. In
addition, if you hold Class I Shares directly with JIF Perkins Mid Cap Value
Fund, you may receive written notice prior to the closure of your JIF Perkins
Mid Cap Value Fund account so that you may increase your account balance to the
required minimum. Please note that you may incur a tax liability as a result of
a redemption.
REDEMPTIONS IN-KIND
Shares normally will be redeemed for cash, although JIF Perkins Mid Cap
Value 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, JIF Perkins Mid Cap Value Fund is required to
redeem shares solely for cash up to the lesser of $250,000 or 1% of the NAV of
JIF Perkins Mid Cap Value Fund during any 90-day period for any one shareholder.
Should redemptions by any shareholder exceed such limitation, JIF Perkins Mid
Cap Value 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 JIF Perkins Mid Cap Value 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.
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CLASS A SHARES AND CLASS C SHARES CDSC
A 1.00% CDSC may be deducted with respect to Class A Shares purchased
without an initial sales charge if redeemed within 12 months of purchase, unless
any of the CDSC waivers listed below apply. A 1.00% CDSC will be deducted with
respect to Class C Shares redeemed within 12 months of purchase, unless a CDSC
waiver applies. The CDSC will be based on the lower of the original purchase
price or the value of the redemption of the Class A Shares or Class C Shares
redeemed, as applicable.
CDSC WAIVERS
There are certain cases in which you may be exempt from a CDSC charged to
Class A Shares and Class C Shares. Among others, these include:
- Upon the death or disability of an account owner;
- Retirement plans and certain other accounts held through a financial
intermediary that has entered into an agreement with Janus Distributors
to waive CDSCs for such accounts;
- Retirement plan shareholders taking required minimum distributions;
- The redemption of Class A Shares or Class C Shares acquired through
reinvestment of JIF Perkins Mid Cap Value Fund dividends or
distributions;
- The portion of the redemption representing appreciation as a result of an
increase in NAV above the total amount of payments for Class A Shares or
Class C Shares during the period during which the CDSC applied; or
- If JIF Perkins Mid Cap Value 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 JIF Perkins Mid Cap Value Fund has adopted
policies and procedures with respect to short-term and excessive trading of Fund
shares ("excessive trading"). JIF Perkins Mid Cap Value 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 JIF Perkins Mid Cap Value 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
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determined to be under common ownership or control within any of the Janus funds
may be considered in enforcing these policies and procedures. As described
below, however, JIF Perkins Mid Cap Value Fund may not be able to identify all
instances of excessive trading or completely eliminate the possibility of
excessive trading. In particular, it may be difficult to identify excessive
trading in certain omnibus accounts and other accounts traded through
intermediaries. By their nature, omnibus accounts, in which purchases and
redemptions of JIF Perkins Mid Cap Value Fund's shares by multiple investors are
aggregated by the intermediary and presented to the Fund on a net basis, may
effectively conceal the identity of individual investors and their transactions
from the Fund and its agents. This makes the elimination of excessive trading in
the accounts impractical without the assistance of the intermediary.
JIF Perkins Mid Cap Value 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 JIF Perkins Mid Cap
Value Fund within 90 calendar days (i.e., "round trip") may result in
enforcement of JIF Perkins Mid Cap Value Fund's excessive trading policies and
procedures with respect to future purchase orders, provided that the Fund
reserves the right to reject any purchase request as explained above.
JIF Perkins Mid Cap Value 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 JIF Perkins Mid Cap Value
Fund over a 90-day period and may bar future purchases into the Fund and any of
the other Janus funds by such investor. JIF Perkins Mid Cap Value Fund's
excessive trading policies generally do not apply to a (i) money market fund,
although money market funds at all times reserve the right to reject any
purchase request (including exchange purchases) for any reason without prior
notice; and (ii) transactions in the Janus funds by a Janus "fund of funds,"
which is a fund that primarily invests in other Janus mutual funds.
JIF Perkins Mid Cap Value Fund's Board of Trustees may approve from time to
time a redemption fee to be imposed by any Janus fund, subject to 60 days'
notice to shareholders of that fund.
Investors who place transactions through the same financial intermediary on
an omnibus basis may be deemed part of a group for the purpose of JIF Perkins
Mid Cap Value Fund's excessive trading policies and procedures and may be
rejected in whole or in part by the Fund. JIF Perkins Mid Cap Value Fund,
however, cannot always identify or reasonably detect excessive trading that may
be facilitated by financial intermediaries or made difficult to identify through
the use of omnibus accounts by those intermediaries that transmit purchase,
exchange, and redemption orders to JIF Perkins Mid Cap Value Fund, and thus the
Fund may have difficulty curtailing such activity. Transactions accepted by a
financial intermediary in violation of JIF Perkins Mid Cap Value Fund's
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excessive trading policies may be cancelled or revoked by the Fund by the next
business day following receipt by the Fund.
In an attempt to detect and deter excessive trading in omnibus accounts,
JIF Perkins Mid Cap Value 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. JIF Perkins Mid Cap Value 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 JIF Perkins Mid Cap
Value Fund's methods to detect and deter excessive trading.
JIF Perkins Mid Cap Value Fund also reserves the right to reject any
purchase request (including exchange purchases) by any investor or group of
investors for any reason without prior notice, including, in particular, if the
trading activity in the account(s) is deemed to be disruptive to the Fund. For
example, JIF Perkins Mid Cap Value Fund may refuse a purchase order if the
Fund's portfolio managers believe they would be unable to invest the money
effectively in accordance with the Fund's investment policies or the Fund would
otherwise be adversely affected due to the size of the transaction, frequency of
trading, or other factors.
JIF Perkins Mid Cap Value Fund's policies and procedures regarding
excessive trading may be modified at any time by the Fund's Board of Trustees.
EXCESSIVE TRADING RISKS
Excessive trading may present risks to JIF Perkins Mid Cap Value Fund's
long-term shareholders. Excessive trading into and out of JIF Perkins Mid Cap
Value Fund may disrupt portfolio investment strategies, may create taxable gains
to remaining Fund shareholders, and may increase Fund expenses, all of which may
negatively impact investment returns for all remaining shareholders, including
long-term shareholders.
Funds that invest in foreign securities may be at a greater risk for
excessive trading. Investors may attempt to take advantage of anticipated price
movements in securities held by a fund based on events occurring after the close
of a foreign market that may not be reflected in JIF Perkins Mid Cap Value
Fund's NAV (referred to as "price arbitrage"). Such arbitrage opportunities may
also arise in funds which do not invest in foreign securities, for example, when
trading in a security held by a fund is halted and does not resume prior to the
time JIF Perkins Mid Cap Value Fund calculates its NAV (referred to as "stale
pricing"). Funds that hold thinly-traded securities, such as certain small-
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capitalization securities, may be subject to attempted use of arbitrage
techniques. To the extent that JIF Perkins Mid Cap Value Fund's valuation of a
security differs from the security's market value, short-term arbitrage traders
may dilute the NAV of JIF Perkins Mid Cap Value Fund, which negatively impacts
long-term shareholders. Although JIF Perkins Mid Cap Value Fund has adopted fair
valuation policies and procedures intended to reduce the Fund's exposure to
price arbitrage, stale pricing, and other potential pricing inefficiencies,
under such circumstances there is potential for short-term arbitrage trades to
dilute the value of Fund shares.
Although JIF Perkins Mid Cap Value Fund takes steps to detect and deter
excessive trading pursuant to the policies and procedures described in this
Appendix C and approved by the Board of Trustees, there is no assurance that
these policies and procedures will be effective in limiting excessive trading in
all circumstances. For example, JIF Perkins Mid Cap Value Fund may be unable to
completely eliminate the possibility of excessive trading in certain omnibus
accounts and other accounts traded through intermediaries. Omnibus accounts may
effectively conceal the identity of individual investors and their transactions
from JIF Perkins Mid Cap Value Fund and its agents. This makes JIF Perkins Mid
Cap Value Fund's identification of excessive trading transactions in the Fund
through an omnibus account difficult and makes the elimination of excessive
trading in the account impractical without the assistance of the intermediary.
Although JIF Perkins Mid Cap Value Fund encourages intermediaries to take
necessary actions to detect and deter excessive trading, some intermediaries may
be unable or unwilling to do so, and accordingly, the Fund cannot eliminate
completely the possibility of excessive trading.
Shareholders that invest through an omnibus account should be aware that
they may be subject to the policies and procedures of their financial
intermediary with respect to excessive trading in JIF Perkins Mid Cap Value
Fund.
AVAILABILITY OF PORTFOLIO HOLDINGS INFORMATION
The Mutual Fund Holdings Disclosure Policies and Procedures adopted by
Janus Capital and all mutual funds managed within the Janus fund complex are
designed to be in the best interests of the funds and to protect the
confidentiality of the funds' portfolio holdings. The following describes
policies and procedures with respect to disclosure of portfolio holdings of JIF
Perkins Mid Cap Value Fund.
- FULL HOLDINGS. JIF Perkins Mid Cap Value 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
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period: portfolio holdings (excluding cash investments, derivatives,
short positions, and other investment positions), consisting of at least
the names of the holdings, are generally available on a calendar quarter-
end basis with a 30-day lag.
- TOP HOLDINGS. JIF Perkins Mid Cap Value Fund's top portfolio holdings,
in order of position size and as a percentage of the Fund's total
portfolio, are available monthly with a 15-day lag and on a calendar
quarter-end basis with a 15-day lag. Most funds disclose their top ten
portfolio holdings. However, certain funds disclose only their top five
portfolio holdings.
- OTHER INFORMATION. JIF Perkins Mid Cap Value Fund may occasionally
provide security breakdowns (e.g., industry, sector, regional, market
capitalization, and asset allocation), top performance
contributors/detractors, and specific portfolio level performance
attribution information and statistics monthly with a 30-day lag and on a
calendar quarter-end basis with a 15-day lag.
Full portfolio holdings will remain available on the Janus websites at
least until a Form N-CSR or Form N-Q is filed with the SEC for the period that
includes the date as of which the website information is current. JIF Perkins
Mid Cap Value Fund discloses its short positions, if applicable, only to the
extent required in regulatory reports. Janus Capital may exclude from
publication all or any portion of portfolio holdings or change the time periods
of disclosure as deemed necessary to protect the interests of JIF Perkins Mid
Cap Value Fund, including under extraordinary circumstances exceptions to the
Mutual Fund Holdings Disclosure Policies and Procedures made by Janus Capital's
Chief Investment Officer(s) or their delegates. Such exceptions may be made
without prior notice to shareholders. A summary of JIF Perkins Mid Cap Value
Fund's portfolio holdings disclosure policies and procedures, which includes a
discussion of any exceptions, is contained in the Fund's SAI.
DISTRIBUTION OF JIF PERKINS MID CAP VALUE FUND
JIF Perkins Mid Cap Value Fund is distributed by Janus Distributors LLC,
which is a member of the Financial Industry Regulatory Authority, Inc.
("FINRA"). To obtain information about FINRA member firms and their associated
persons, you may contact FINRA at www.finra.org, or at 1-800-289-9999.
DISTRIBUTIONS AND TAXES
DISTRIBUTIONS
To avoid taxation of JIF Perkins Mid Cap Value Fund, the Internal Revenue
Code requires the Fund to distribute all or substantially all of its net
investment income and any net capital gains realized on its investments at least
annually. JIF Perkins Mid Cap Value 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
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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
JIF Perkins Mid Cap Value 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 JIF PERKINS MID CAP VALUE FUND'S NAV
Distributions are paid to shareholders as of the record date of a
distribution of JIF Perkins Mid Cap Value Fund, regardless of how long the
shares have been held. Undistributed dividends and net capital gains are
included in JIF Perkins Mid Cap Value Fund's daily NAV. The share price of JIF
Perkins Mid Cap Value Fund drops by the amount of the distribution, net of any
subsequent market fluctuations. For example, assume that on December 31, JIF
Perkins Mid Cap Value Fund declared a dividend in the amount of $0.25 per share.
If JIF Perkins Mid Cap Value Fund's share price was $10.00 on December 30, JIF
Perkins Mid Cap Value Fund's share price on December 31 would be $9.75, barring
market fluctuations. You should be aware that distributions from a taxable
mutual fund do not increase the value of your investment and may create income
tax obligations.
"BUYING A DIVIDEND"
If you purchase shares of JIF Perkins Mid Cap Value Fund just before a
distribution, you will pay the full price for the shares and receive a portion
of the purchase price back as a taxable distribution. This is referred to as
"buying a dividend." In the above example, if you bought shares on December 30,
you would have paid $10.00 per share. On December 31, JIF Perkins Mid Cap Value
Fund would pay you $0.25 per share as a dividend and your shares would now be
worth $9.75 per share. Unless your account is set up as a tax-deferred account,
dividends paid to you would be included in your gross income for tax purposes,
even though you may not have participated in the increase in NAV of JIF Perkins
Mid Cap Value Fund, whether or not you reinvested the dividends. Before buying
shares of JIF Perkins Mid Cap Value Fund close to year-end, you should consult
with your financial intermediary or tax adviser as to potential tax consequences
of any distributions that may be paid shortly after purchase.
For your convenience, JIF Perkins Mid Cap Value Fund's distributions of net
investment income and net capital gains are automatically reinvested in JIF
Perkins Mid Cap Value 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.
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TAXES
As with any investment, you should consider the tax consequences of
investing in JIF Perkins Mid Cap Value Fund. Any time you sell or exchange
shares of a fund in a taxable account, it is considered a taxable event. For
federal income tax purposes, an exchange is treated the same as a sale.
Depending on the purchase price and the sale price, you may have a gain or loss
on the transaction; whether the gain or loss is long-term or short-term depends
on how long you owned the shares. Any tax liabilities generated by your
transactions are your responsibility.
The following discussion does not apply to qualified tax-deferred accounts
or other non-taxable entities, nor is it a complete analysis of the federal
income tax implications of investing in JIF Perkins Mid Cap Value Fund. You
should consult your tax adviser if you have any questions. Additionally, state
or local taxes may apply to your investment, depending upon the laws of your
state of residence.
TAXES ON DISTRIBUTIONS
Distributions by JIF Perkins Mid Cap Value Fund are subject to federal
income tax, regardless of whether the distribution is made in cash or reinvested
in additional shares of JIF Perkins Mid Cap Value Fund. When gains from the sale
of a security held by JIF Perkins Mid Cap Value Fund are paid to shareholders,
the rate at which the gain will be taxed to shareholders depends on the length
of time JIF Perkins Mid Cap Value Fund held the security. In certain states, a
portion of the distributions (depending on the sources of JIF Perkins Mid Cap
Value Fund's income) may be exempt from state and local taxes. JIF Perkins Mid
Cap Value Fund's net investment income and capital gains are distributed to (and
may be taxable to) those persons who are shareholders of JIF Perkins Mid Cap
Value Fund at the record date of such payments. Although JIF Perkins Mid Cap
Value 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 JIF Perkins Mid Cap Value Fund with respect to Shares
purchased through a qualified retirement plan will generally be exempt from
current taxation if left to accumulate within the qualified plan.
Generally, withdrawals from qualified plans may be subject to ordinary
income tax and, if made before age 59 1/2, a 10% penalty tax may be imposed. The
tax status of your investment depends on the features of your qualified plan.
For further information, please contact your plan sponsor.
JIF Perkins Mid Cap Value 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
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who have been notified by the Internal Revenue Service that they are subject to
backup withholding. The current backup withholding rate is applied.
TAXATION OF JIF PERKINS MID CAP VALUE FUND
Dividends, interest, and some capital gains received by JIF Perkins Mid Cap
Value Fund on foreign securities may be subject to foreign tax withholding or
other foreign taxes. If JIF Perkins Mid Cap Value Fund is eligible, it may from
year to year make the election permitted under Section 853 of the Internal
Revenue Code to pass through such taxes to shareholders as a foreign tax credit.
If such an election is not made, any foreign taxes paid or accrued will
represent an expense to JIF Perkins Mid Cap Value Fund. JIF Perkins Mid Cap
Value Fund's transactions may involve short sales, futures, options, swap
agreements, hedged investments, and other similar transactions, and may be
subject to special provisions of the Internal Revenue Code that, among other
things, can potentially affect the character, amount, timing of distributions to
shareholders, and utilization of capital loss carryforwards. JIF Perkins Mid Cap
Value Fund will monitor its transactions and may make certain tax elections and
use certain investment strategies where applicable in order to mitigate the
effect of these tax provisions, if possible.
JIF Perkins Mid Cap Value Fund does not expect to pay any federal income or
excise taxes because it intends to meet certain requirements of the Internal
Revenue Code. It is important that JIF Perkins Mid Cap Value Fund meet these
requirements so that any earnings on your investment will not be subject to
federal income taxes twice. If JIF Perkins Mid Cap Value Fund invests in
partnerships, it may be subject to state tax liabilities.
C-21
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 PERKINS MID CAP VALUE FUND
(FORMERLY NAMED JANUS ADVISER MID CAP VALUE 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
PERKINS MID CAP VALUE FUND
(FORMERLY NAMED JANUS MID CAP VALUE 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 Perkins Mid Cap Value Fund, a series of Janus Adviser Series ("JAD
Perkins Mid Cap Value Fund"), in connection with the reorganization of JAD
Perkins Mid Cap Value Fund with and into Perkins Mid Cap Value Fund, a series of
Janus Investment Fund ("JIF Perkins Mid Cap Value Fund"), pursuant to which all
of the assets and liabilities of JAD Perkins Mid Cap Value Fund would be
transferred to JIF Perkins Mid Cap Value Fund in exchange for shares of
beneficial interest of JIF Perkins Mid Cap Value Fund (the "Reorganization").
This SAI is not a prospectus and should be read in conjunction with the
Prospectus/Information Statement. A copy of the Prospectus/Information Statement
may be obtained without charge by contacting Janus Capital Management LLC
("Janus Capital") at 151 Detroit Street, Denver, Colorado 80206 or by
telephoning Janus toll-free at 1-800-525-0200.
This SAI consists of: (i) this cover page; (ii) Additional Information
about Class A, Class C, Class I, Class R and Class S shares of JIF Perkins Mid
Cap Value Fund; (iii) the accompanying Pro Forma Financial Statements; and (iv)
the following documents, each of which was filed electronically with the U.S.
Securities and Exchange Commission (the "SEC") and is incorporated by reference
herein:
1. The SAI for JAD Perkins Mid Cap Value Fund, dated November 28, 2008, as
supplemented (File No: 333-33978), and the SAIs for JIF Perkins Mid Cap
Value Fund, dated February 27, 2009, as supplemented (File No: 002-
34393).
2. The Financial Statements of JAD Perkins Mid Cap Value Fund are included
in the annual report, dated July 31, 2008, as filed on September 29,
2008, and the semi-annual report, dated January 31, 2009, as filed on
March 31, 2009 (File No: 811-09885), and the Financial Statements of JIF
Perkins Mid Cap Value Fund are included in the annual report, dated
October 31, 2008, as filed on December 29, 2008, and the semi-annual
report, dated April 30, 2008, as filed on June 27, 2008 (File No: 811-
01879).
As described in the Prospectus/Information Statement, upon the closing of
the Reorganization, each owner of Class A, Class C, Class I, Class R and Class S
shares of JAD Perkins Mid Cap Value Fund would become a shareholder of the
corresponding class of shares of JIF Perkins Mid Cap Value Fund. JIF Perkins Mid
Cap Value Fund does not currently offer Class A, Class C, Class I, Class R and
Class S shares. However, upon consummation of the Reorganization, JIF Perkins
Mid Cap Value Fund will establish Class A, Class C, Class I, Class R and Class S
shares pursuant to the Securities Act of 1933, as amended, and the Investment
Company Act of 1940, as amended. Information about JIF Perkins Mid Cap Value
Fund and its Class A, Class C, Class I, Class R and Class S shares provided in
the Prospectus/Information Statement and other general information about JIF
Perkins Mid Cap Value Fund in its SAI dated February 27, 2009 (File No. 002-
34393), is incorporated herein by reference. Only certain information specific
to JIF Perkins Mid Cap Value Fund's Class A, Class C, Class I, Class R and Class
S shares is provided herein.
ADDITIONAL INFORMATION ABOUT
CLASS A, CLASS C, CLASS I, CLASS R AND CLASS S SHARES OF
JIF PERKINS MID CAP VALUE FUND
TRANSFER AGENCY AND OTHER SERVICES
Janus Services LLC ("Janus Services"), P.O. Box 173375, Denver, Colorado
80217-3375, a wholly-owned subsidiary of Janus Capital, is JIF Perkins Mid Cap
Value Fund's transfer agent. In addition, Janus Services provides certain other
administrative, recordkeeping, and shareholder relations services for JIF
Perkins Mid Cap Value Fund. Janus Services receives an administrative services
fee at an annual rate of up to 0.25% of the average daily net assets of Class R
shares and Class S shares of JIF Perkins Mid Cap Value Fund for providing or
procuring recordkeeping, subaccounting, and other administrative services to
investors in Class R shares and Class S shares of JIF Perkins Mid Cap Value
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.
2
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 submission of
transactions through the National Securities Clearing Corporating 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 JIF Perkins Mid Cap Value Fund or its agent
receives in good order your order plus an initial sales charge, if applicable,
based on the amount invested as set forth in the table. JIF Perkins Mid Cap
Value 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.
3
DISTRIBUTION AND SHAREHOLDER SERVICING PLANS
CLASS A SHARES, CLASS R SHARES, AND CLASS S SHARES
As described in the Prospectus/Information Statement, Class A shares, Class
R shares, and Class S shares will each adopt distribution and shareholder
servicing plans (the "Class A Plan," "Class R Plan," and "Class S Plan,"
respectively) in accordance with Rule 12b-1 under the 1940 Act. The Plans are
compensation type plans and permit the payment at an annual rate of up to 0.25%
of the average daily net assets of Class A shares and Class S shares and at an
annual rate of up to 0.50% of the average daily net assets of Class R shares of
a Fund for activities that are 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, JIF Perkins Mid Cap Value
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 JIF Perkins Mid Cap Value
Fund for activities which are primarily intended to result in sales of Class C
shares of JIF Perkins Mid Cap Value Fund. In addition, the Plan permits the
payment of up to 0.25% of the average daily net assets of Class C shares of JIF
Perkins Mid Cap Value Fund for shareholder servicing activities such as
providing facilities to answer questions from existing investors about JIF
Perkins Mid Cap Value Fund; receiving and answering correspondence; assisting
investors in changing dividend and other account options and any other
activities for which "service fees" may be paid under Rule 2830 of the Financial
Industry Regulatory Authority, Inc. Conduct Rules. Payments under the Class C
Plan are not tied exclusively to actual distribution and service expenses, and
the payments may exceed distribution and service expenses actually incurred.
The Plans and any Rule 12b-1 related agreement to be entered into by JIF
Perkins Mid Cap Value 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
4
meeting called for that purpose. In addition, any Plan may be terminated as to
JIF Perkins Mid Cap Value Fund at any time, without penalty, by vote of a
majority of the outstanding shares of that Class of JIF Perkins Mid Cap Value
Fund or by vote of a majority of the 12b-1 Trustees.
Janus Distributors is entitled to retain all fees paid under the Class C
Plan for the first 12 months on any investment in Class C shares to recoup its
expenses with respect to the payment of commissions on sales of Class C shares.
Financial intermediaries will become eligible for compensation under the Class C
Plan beginning in the 13th month following the purchase of Class C shares,
although Janus Distributors may, pursuant to a written agreement between Janus
Distributors and a particular financial intermediary, pay such financial
intermediary 12b-1 fees prior to the 13th month following the purchase of Class
C shares.
PRO FORMA FINANCIAL STATEMENTS
In connection with a proposed transaction whereby all of the assets and
liabilities of JAD Perkins Mid Cap Value Fund will be transferred to JIF Perkins
Mid Cap Value Fund (each, a "Fund" and collectively, the "Funds"), in exchange
for shares of JIF Perkins Mid Cap Value 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.
5
JIF PERKINS MID CAP VALUE FUND
PRO FORMA SCHEDULE OF INVESTMENTS (UNAUDITED)
<Table>
<Caption>
PRO FORMA PRO FORMA
JIF PERKINS JAD PERKINS JIF PERKINS JIF PERKINS JAD PERKINS JIF PERKINS
MID CAP MID CAP MID CAP MID CAP MID CAP MID CAP
VALUE FUND VALUE FUND VALUE FUND VALUE FUND VALUE FUND VALUE FUND
------------ ----------- ------------ -------------- -------------- --------------
SHARES/ SHARES/ SHARES/
PRINCIPAL/ PRINCIPAL/ PRINCIPAL/
CONTRACT CONTRACT CONTRACT
AS OF OCTOBER 31, 2008 AMOUNTS AMOUNTS AMOUNTS VALUE VALUE VALUE
---------------------- ------------ ----------- ------------ -------------- -------------- --------------
COMMON STOCK - 90.2%
ADVERTISING AGENCIES - 0.5%
Omnicom Group, Inc. ................ 1,000,000 210,000 1,210,000 $ 29,540,000 $ 6,203,400 $ 35,743,400
AEROSPACE AND DEFENSE - 0.8%
Rockwell Collins, Inc. ............. 1,200,000 250,000 1,450,000 44,676,000 9,307,500 53,983,500
AGRICULTURAL CHEMICALS - 0.1%
Mosaic Co. ......................... 200,000 24,800 224,800 7,882,000 977,368 8,859,368
APPLICATIONS SOFTWARE - 0.5%
Intuit, Inc.*....................... 1,100,000 208,100 1,308,100 27,566,000 5,214,986 32,780,986
AUTOMOTIVE - TRUCK PARTS AND
EQUIPMENT - ORIGINAL - 0.2%
Magna International, Inc. - Class A
(U.S. Shares).................... 340,000 90,000 430,000 11,495,400 3,042,900 14,538,300
BEVERAGES - NON-ALCOHOLIC - 0.3%
PepsiCo, Inc. ...................... 300,000 67,500 367,500 17,103,000 3,848,175 20,951,175
BREWERY - 0.3%
Molson Coors Brewing Co. - Class B.. 1,150,000 203,700 1,353,700 42,964,000 7,610,232 50,574,232
BUILDING - RESIDENTIAL AND
COMMERCIAL - 0.6%
Centex Corp.*....................... 600,000 167,400 767,400 7,350,000 2,050,650 9,400,650
KB Home............................. 1,000,000 124,900 1,124,900 16,690,000 2,084,581 18,774,581
Pulte Homes, Inc. .................. 1,200,000 249,500 1,449,500 13,368,000 2,779,430 16,147,430
37,408,000 6,914,661 44,322,661
CABLE TELEVISION - 0.2%
Comcast Corp. - Class A............. 700,000 175,000 875,000 11,032,000 2,758,000 13,790,000
CHEMICALS - SPECIALTY - 1.4%
Lubrizol Corp. ..................... 2,082,800 400,000 2,482,800 78,271,624 15,032,000 93,303,624
COAL - 0.6%
Arch Coal, Inc. .................... 1,600,000 320,000 1,920,000 34,256,000 6,851,200 41,107,200
COMMERCIAL BANKS - 1.4%
BB&T Corp. ......................... 400,000 111,900 511,900 14,340,000 4,011,615 18,351,615
City National Corp. ................ 349,014 64,300 413,314 18,682,719 3,441,979 22,124,698
Synovus Financial Corp. ............ 4,300,000 1,011,500 5,311,500 44,419,000 10,448,795 54,867,795
77,441,719 17,902,389 95,344,108
COMPUTERS - INTEGRATED
SYSTEMS - 2.6%
Diebold, Inc. ...................... 2,200,000 451,000 2,651,000 65,384,000 13,403,720 78,787,720
NCR Corp.*.......................... 4,200,000 847,600 5,047,600 76,776,000 15,494,128 92,270,128
142,160,000 28,897,848 171,057,848
</Table>
6
<Table>
<Caption>
PRO FORMA PRO FORMA
JIF PERKINS JAD PERKINS JIF PERKINS JIF PERKINS JAD PERKINS JIF PERKINS
MID CAP MID CAP MID CAP MID CAP MID CAP MID CAP
VALUE FUND VALUE FUND VALUE FUND VALUE FUND VALUE FUND VALUE FUND
------------ ----------- ------------ -------------- -------------- --------------
SHARES/ SHARES/ SHARES/
PRINCIPAL/ PRINCIPAL/ PRINCIPAL/
CONTRACT CONTRACT CONTRACT
AS OF OCTOBER 31, 2008 AMOUNTS AMOUNTS AMOUNTS VALUE VALUE VALUE
---------------------- ------------ ----------- ------------ -------------- -------------- --------------
CONSUMER
PRODUCTS - MISCELLANEOUS - 0.9%
Kimberly-Clark Corp. ............... 785,000 154,100 939,100 48,112,650 9,444,789 57,557,439
CONTAINERS - METAL AND
GLASS - 1.1%
Ball Corp. ......................... 1,700,000 350,000 2,050,000 58,140,000 11,970,000 70,110,000
CONTAINERS - PAPER AND
PLASTIC - 0.9%
Pactiv Corp.*....................... 1,699,979 354,000 2,053,979 40,051,505 8,340,240 48,391,745
Temple-Inland, Inc. ................ 1,300,000 568,742 1,868,742 7,709,000 3,372,640 11,081,640
47,760,505 11,712,880 59,473,385
COSMETICS AND TOILETRIES - 0.6%
Procter & Gamble Co. ............... 515,000 67,500 582,500 33,238,100 4,356,450 37,594,550
DATA PROCESSING AND MANAGEMENT - 0.3%
Fiserv, Inc.*....................... 430,000 72,500 502,500 14,344,800 2,418,600 16,763,400
DISTRIBUTION/WHOLESALE - 1.0%
Tech Data Corp.*.................... 1,600,000 320,000 1,920,000 34,320,000 6,864,000 41,184,000
W.W. Grainger, Inc. ................ 300,100 52,900 353,000 23,578,857 4,156,353 27,735,210
57,898,857 11,020,353 68,919,210
DIVERSIFIED OPERATIONS - 1.3%
Illinois Tool Works, Inc. .......... 500,000 185,000 685,000 16,695,000 6,177,150 22,872,150
Tyco International, Ltd. ........... 2,204,967 448,200 2,653,167 55,741,566 11,330,496 67,072,062
72,436,566 17,507,646 89,944,212
E-COMMERCE/SERVICES - 0.8%
eBay, Inc.*......................... 1,500,000 285,000 1,785,000 22,905,000 4,351,950 27,256,950
IAC/InterActiveCorp*................ 1,250,000 280,000 1,530,000 20,950,000 4,692,800 25,642,800
43,855,000 9,044,750 52,899,750
ELECTRIC - INTEGRATED - 3.1%
DPL, Inc. .......................... 2,000,000 300,000 2,300,000 45,620,000 6,843,000 52,463,000
FPL Group, Inc. .................... 450,000 87,000 537,000 21,258,000 4,109,880 25,367,880
PPL Corp. .......................... 1,560,000 260,000 1,820,000 51,199,200 8,533,200 59,732,400
Public Service Enterprise Group,
Inc. ............................ 2,050,000 410,000 2,460,000 57,707,500 11,541,500 69,249,000
175,784,700 31,027,580 206,812,280
ELECTRIC
PRODUCTS - MISCELLANEOUS - 0.3%
Emerson Electric Co. ............... 478,400 91,800 570,200 15,658,032 3,004,614 18,662,646
ELECTRONIC
COMPONENTS - MISCELLANEOUS - 0.3%
Vishay Intertechnology, Inc.*....... 4,000,000 720,000 4,720,000 17,240,000 3,103,200 20,343,200
ELECTRONIC
COMPONENTS - SEMICONDUCTORS - 0.5%
Texas Instruments, Inc. ............ 1,200,000 320,000 1,520,000 23,472,000 6,259,200 29,731,200
ELECTRONIC CONNECTORS - 1.2%
Thomas & Betts Corp.*............... 2,800,000 559,700 3,359,700 66,500,000 13,292,875 79,792,875
</Table>
7
<Table>
<Caption>
PRO FORMA PRO FORMA
JIF PERKINS JAD PERKINS JIF PERKINS JIF PERKINS JAD PERKINS JIF PERKINS
MID CAP MID CAP MID CAP MID CAP MID CAP MID CAP
VALUE FUND VALUE FUND VALUE FUND VALUE FUND VALUE FUND VALUE FUND
------------ ----------- ------------ -------------- -------------- --------------
SHARES/ SHARES/ SHARES/
PRINCIPAL/ PRINCIPAL/ PRINCIPAL/
CONTRACT CONTRACT CONTRACT
AS OF OCTOBER 31, 2008 AMOUNTS AMOUNTS AMOUNTS VALUE VALUE VALUE
---------------------- ------------ ----------- ------------ -------------- -------------- --------------
ELECTRONIC MEASURING
INSTRUMENTS - 0.5%
Agilent Technologies, Inc.*......... 1,221,200 191,600 1,412,800 27,098,428 4,251,604 31,350,032
ELECTRONIC PARTS
DISTRIBUTORS - 0.4%
Avnet, Inc.*........................ 1,200,000 201,100 1,401,100 20,088,000 3,366,414 23,454,414
ENGINEERING - RESEARCH AND DEVELOPMENT
SERVICES - 2.3%
McDermott International, Inc. (U.S.
Shares)*......................... 2,046,124 386,800 2,432,924 35,050,104 6,625,884 41,675,988
URS Corp.*.......................... 3,150,000 555,000 3,705,000 92,578,500 16,311,450 108,889,950
127,628,604 22,937,334 150,565,938
FINANCE - INVESTMENT
BANKERS/BROKERS - 0.7%
Raymond James Financial, Inc. ...... 1,687,312 314,100 2,001,412 39,297,496 7,315,389 46,612,885
FOOD - MISCELLANEOUS/
DIVERSIFIED - 1.9%
Kellogg Co. ........................ 700,000 144,000 844,000 35,294,000 7,260,480 42,554,480
Kraft Foods, Inc. - Class A......... 1,150,000 160,200 1,310,200 33,511,000 4,668,228 38,179,228
Unilever PLC (ADR).................. 1,650,000 312,300 1,962,300 37,224,000 7,045,488 44,269,488
106,029,000 18,974,196 125,003,196
FORESTRY - 0.6%
Weyerhaeuser Co. ................... 800,000 161,500 961,500 30,576,000 6,172,530 36,748,530
GAS - DISTRIBUTION - 0.4%
Southern Union Co. ................. 1,400,000 189,000 1,589,000 24,108,000 3,254,580 27,362,580
GOLD MINING - 0.9%
Goldcorp, Inc. (U.S. Shares)........ 2,650,000 487,300 3,137,300 49,449,000 9,093,018 58,542,018
HOTELS AND MOTELS - 0.9%
Marriott International, Inc. - Class
A................................ 1,250,000 240,200 1,490,200 26,087,500 5,012,974 31,100,474
Starwood Hotels & Resorts Worldwide,
Inc. ............................ 1,000,000 202,100 1,202,100 22,540,000 4,555,334 27,095,334
48,627,500 9,568,308 58,195,808
HUMAN RESOURCES - 1.2%
Manpower, Inc. ..................... 700,000 175,000 875,000 21,791,000 5,447,750 27,238,750
Robert Half International, Inc. .... 2,450,000 495,000 2,945,000 46,231,500 9,340,650 55,572,150
68,022,500 14,788,400 82,810,900
INDUSTRIAL GASES - 0.7%
Air Products and Chemicals, Inc. ... 650,000 129,500 779,500 37,784,500 7,527,835 45,312,335
</Table>
8
<Table>
<Caption>
PRO FORMA PRO FORMA
JIF PERKINS JAD PERKINS JIF PERKINS JIF PERKINS JAD PERKINS JIF PERKINS
MID CAP MID CAP MID CAP MID CAP MID CAP MID CAP
VALUE FUND VALUE FUND VALUE FUND VALUE FUND VALUE FUND VALUE FUND
------------ ----------- ------------ -------------- -------------- --------------
SHARES/ SHARES/ SHARES/
PRINCIPAL/ PRINCIPAL/ PRINCIPAL/
CONTRACT CONTRACT CONTRACT
AS OF OCTOBER 31, 2008 AMOUNTS AMOUNTS AMOUNTS VALUE VALUE VALUE
---------------------- ------------ ----------- ------------ -------------- -------------- --------------
INSTRUMENTS - SCIENTIFIC - 3.3%
Applera Corp. - Applied Biosystems
Group............................ 1,100,000 181,800 1,281,800 33,913,000 5,604,894 39,517,894
PerkinElmer, Inc. .................. 2,000,000 413,700 2,413,700 35,880,000 7,421,778 43,301,778
Thermo Fisher Scientific, Inc.*..... 1,750,000 346,400 2,096,400 71,050,000 14,063,840 85,113,840
Varian, Inc.*....................... 1,121,800 206,400 1,328,200 41,338,330 7,605,840 48,944,170
182,181,330 34,696,352 216,877,682
INSURANCE BROKERS - 0.8%
Brown & Brown, Inc. ................ 2,300,000 429,000 2,729,000 47,196,000 8,803,080 55,999,080
INTERNET INFRASTRUCTURE
EQUIPMENT - 0.4%
Avocent Corp.*,L.................... 1,503,838 219,900 1,723,738 22,587,647 3,302,898 25,890,545
INTERNET TELEPHONY - 0.3%
J2 Global Communications, Inc.*..... 1,000,000 233,000 1,233,000 16,120,000 3,755,960 19,875,960
INVESTMENT MANAGEMENT AND ADVISORY
SERVICES - 3.1%
AllianceBernstein Holding L.P. ..... 2,436,100 511,000 2,947,100 57,102,184 11,977,840 69,080,024
Franklin Resources, Inc. ........... 550,000 125,000 675,000 37,400,000 8,500,000 45,900,000
Invesco, Ltd. (U.S. Shares)......... 5,229,988 944,000 6,173,988 77,979,121 14,075,040 92,054,161
Legg Mason, Inc. ................... -- 83,900 83,900 -- 1,861,741 1,861,741
172,481,305 36,414,621 208,895,926
LIFE AND HEALTH INSURANCE - 2.0%
AFLAC, Inc. ........................ 1,250,000 242,200 1,492,200 55,350,000 10,724,616 66,074,616
Lincoln National Corp. ............. 1,800,000 387,000 2,187,000 31,032,000 6,671,880 37,703,880
Protective Life Corp. .............. 2,699,580 619,800 3,319,380 22,541,493 5,175,330 27,716,823
108,923,493 22,571,826 131,495,319
MACHINERY - FARM - 0.9%
Deere & Co. ........................ 1,250,000 250,000 1,500,000 48,200,000 9,640,000 57,840,000
MEDICAL - DRUGS - 2.1%
Endo Pharmaceuticals Holdings,
Inc.*............................ 1,200,000 220,000 1,420,000 22,200,000 4,070,000 26,270,000
Forest Laboratories, Inc.*.......... 1,650,000 340,000 1,990,000 38,329,500 7,898,200 46,227,700
Wyeth............................... 1,800,000 329,000 2,129,000 57,924,000 10,587,220 68,511,220
118,453,500 22,555,420 141,008,920
MEDICAL - HMO - 0.7%
Coventry Health Care, Inc.*......... 1,100,000 207,800 1,307,800 14,509,000 2,740,882 17,249,882
Health Net, Inc.*................... 1,613,600 270,000 1,883,600 20,783,168 3,477,600 24,260,768
35,292,168 6,218,482 41,510,650
MEDICAL - WHOLESALE DRUG
DISTRIBUTORS - 1.4%
Cardinal Health, Inc. .............. 2,050,000 410,600 2,460,600 78,310,000 15,684,920 93,994,920
MEDICAL INSTRUMENTS - 0.4% --
St. Jude Medical, Inc.*............. 650,000 110,000 760,000 24,719,500 4,183,300 28,902,800
</Table>
9
<Table>
<Caption>
PRO FORMA PRO FORMA
JIF PERKINS JAD PERKINS JIF PERKINS JIF PERKINS JAD PERKINS JIF PERKINS
MID CAP MID CAP MID CAP MID CAP MID CAP MID CAP
VALUE FUND VALUE FUND VALUE FUND VALUE FUND VALUE FUND VALUE FUND
------------ ----------- ------------ -------------- -------------- --------------
SHARES/ SHARES/ SHARES/
PRINCIPAL/ PRINCIPAL/ PRINCIPAL/
CONTRACT CONTRACT CONTRACT
AS OF OCTOBER 31, 2008 AMOUNTS AMOUNTS AMOUNTS VALUE VALUE VALUE
---------------------- ------------ ----------- ------------ -------------- -------------- --------------
MEDICAL LABS AND TESTING
SERVICES - 1.5% --
Covance, Inc.*...................... 400,000 90,400 490,400 20,000,000 4,520,000 24,520,000
Laboratory Corporation of America
Holdings*........................ 950,000 200,000 1,150,000 58,415,500 12,298,000 70,713,500
78,415,500 16,818,000 95,233,500
MEDICAL PRODUCTS - 1.7%
Covidien, Ltd. ..................... 275,000 69,800 344,800 12,179,750 3,091,442 15,271,192
Hospira, Inc.*...................... 1,250,000 254,200 1,504,200 34,775,000 7,071,844 41,846,844
Zimmer Holdings, Inc.*.............. 1,064,359 235,900 1,300,259 49,418,188 10,952,837 60,371,025
96,372,938 21,116,123 117,489,061
METAL - ALUMINUM - 0.7%
Alcoa, Inc. ........................ 3,100,000 632,100 3,732,100 35,681,000 7,275,471 42,956,471
METAL - DIVERSIFIED - 0.3%
Freeport-McMoRan Copper & Gold,
Inc. - Class B................... 550,000 160,000 710,000 16,005,000 4,656,000 20,661,000
METAL PROCESSORS AND
FABRICATORS - 0.8%
Kaydon Corp. ....................... 1,375,900 258,700 1,634,600 45,968,819 8,643,167 54,611,986
MOTORCYCLE AND MOTOR SCOOTER
MANUFACTURING - 0.2%
Harley-Davidson, Inc. .............. 500,000 89,600 589,600 12,240,000 2,193,408 14,433,408
MULTI-LINE INSURANCE - 1.9%
Allstate Corp. ..................... 1,900,000 407,400 2,307,400 50,141,000 10,751,286 60,892,286
Old Republic International Corp. ... 5,800,000 1,290,000 7,090,000 53,418,000 11,880,900 65,298,900
103,559,000 22,632,186 126,191,186
MULTIMEDIA - 0.9%
McGraw-Hill Companies, Inc. ........ 600,000 116,000 716,000 16,104,000 3,113,440 19,217,440
Viacom, Inc. - Class B*............. 1,600,000 320,000 1,920,000 32,352,000 6,470,400 38,822,400
48,456,000 9,583,840 58,039,840
NETWORKING PRODUCTS - 0.3%
Polycom, Inc.*...................... 600,015 210,500 810,515 12,606,315 4,422,605 17,028,920
NON-HAZARDOUS WASTE
DISPOSAL - 0.6%
Republic Services, Inc. ............ 1,450,000 221,400 1,671,400 34,365,000 5,247,180 39,612,180
OFFICE AUTOMATION AND EQUIPMENT - 0.4%
Pitney Bowes, Inc. ................. 400,000 80,800 480,800 9,912,000 2,002,224 11,914,224
Xerox Corp. ........................ 1,400,000 398,200 1,798,200 11,228,000 3,193,564 14,421,564
21,140,000 5,195,788 26,335,788
OIL - FIELD SERVICES - 0.4%
Transocean, Inc.*................... 275,696 50,228 325,924 22,698,052 4,135,271 26,833,323
Oil and Gas Drilling
Noble Corp. ........................ 400,000 126,000 526,000 12,884,000 4,058,460 16,942,460
</Table>
10
<Table>
<Caption>
PRO FORMA PRO FORMA
JIF PERKINS JAD PERKINS JIF PERKINS JIF PERKINS JAD PERKINS JIF PERKINS
MID CAP MID CAP MID CAP MID CAP MID CAP MID CAP
VALUE FUND VALUE FUND VALUE FUND VALUE FUND VALUE FUND VALUE FUND
------------ ----------- ------------ -------------- -------------- --------------
SHARES/ SHARES/ SHARES/
PRINCIPAL/ PRINCIPAL/ PRINCIPAL/
CONTRACT CONTRACT CONTRACT
AS OF OCTOBER 31, 2008 AMOUNTS AMOUNTS AMOUNTS VALUE VALUE VALUE
---------------------- ------------ ----------- ------------ -------------- -------------- --------------
OIL COMPANIES - EXPLORATION AND
PRODUCTION - 5.5%
Anadarko Petroleum Corp. ........... 1,750,000 375,000 2,125,000 61,775,001 13,237,501 75,012,502
Bill Barrett Corp.*................. 600,000 146,000 746,000 12,240,000 2,978,400 15,218,400
Cabot Oil & Gas Corp. .............. 1,100,000 260,000 1,360,000 30,877,000 7,298,200 38,175,200
Devon Energy Corp. ................. 175,000 42,400 217,400 14,150,500 3,428,464 17,578,964
Equitable Resources, Inc. .......... 1,400,000 270,000 1,670,000 48,594,000 9,371,700 57,965,700
Forest Oil Corp.*................... 1,100,028 213,600 1,313,628 32,131,818 6,239,256 38,371,074
Newfield Exploration Co.*........... 400,000 140,000 540,000 9,192,000 3,217,200 12,409,200
Noble Energy, Inc. ................. 1,100,000 200,000 1,300,000 57,002,000 10,364,000 67,366,000
Sandridge Energy, Inc.*............. 1,450,000 278,300 1,728,300 15,515,000 2,977,810 18,492,810
Southwestern Energy Co.*............ 500,000 125,300 625,300 17,810,000 4,463,186 22,273,186
299,287,319 63,575,717 362,863,036
OIL COMPANIES - INTEGRATED - 1.7%
Hess Corp. ......................... 550,000 107,500 657,500 33,115,500 6,472,575 39,588,075
Marathon Oil Corp. ................. 2,100,000 400,000 2,500,000 61,110,000 11,640,000 72,750,000
OIL FIELD MACHINERY AND
EQUIPMENT - 0.8%
National-Oilwell Varco, Inc.*....... 1,450,000 265,500 1,715,500 43,340,500 7,935,795 51,276,295
OIL REFINING AND MARKETING - 0.8%
Frontier Oil Corp. ................. 2,600,000 557,200 3,157,200 34,346,000 7,360,612 41,706,612
Valero Energy Corp. ................ 600,000 149,700 749,700 12,348,000 3,080,826 15,428,826
46,694,000 10,441,438 57,135,438
PAPER AND RELATED PRODUCTS - 1.2%
Potlatch Corp. ..................... 900,000 101,600 1,001,600 29,889,000 3,374,136 33,263,136
Rayonier, Inc. ..................... 1,130,000 230,000 1,360,000 37,380,400 7,608,400 44,988,800
67,269,400 10,982,536 78,251,936
PIPELINES - 2.2%
Kinder Morgan Energy Partners
L.P. ............................ 850,000 169,500 1,019,500 45,942,500 9,161,475 55,103,975
Plains All American Pipeline L.P. .. 1,950,000 341,800 2,291,800 78,000,000 13,672,000 91,672,000
123,942,500 22,833,475 146,775,975
PROPERTY AND CASUALTY INSURANCE - 1.3%
Mercury General Corp. .............. 1,081,200 212,300 1,293,500 55,541,244 10,905,851 66,447,095
Progressive Corp. .................. 1,100,000 233,300 1,333,300 15,697,000 3,329,191 19,026,191
71,238,244 14,235,042 85,473,286
REAL ESTATE
OPERATING/DEVELOPMENT - 0.0%
Forestar Real Estate Group, Inc.*... 1 -- 1 9 -- 9
</Table>
11
<Table>
<Caption>
PRO FORMA PRO FORMA
JIF PERKINS JAD PERKINS JIF PERKINS JIF PERKINS JAD PERKINS JIF PERKINS
MID CAP MID CAP MID CAP MID CAP MID CAP MID CAP
VALUE FUND VALUE FUND VALUE FUND VALUE FUND VALUE FUND VALUE FUND
------------ ----------- ------------ -------------- -------------- --------------
SHARES/ SHARES/ SHARES/
PRINCIPAL/ PRINCIPAL/ PRINCIPAL/
CONTRACT CONTRACT CONTRACT
AS OF OCTOBER 31, 2008 AMOUNTS AMOUNTS AMOUNTS VALUE VALUE VALUE
---------------------- ------------ ----------- ------------ -------------- -------------- --------------
REINSURANCE - 2.3%
Berkshire Hathaway, Inc. - Class
B*............................... 30,500 3,550 34,050 117,120,000 13,632,000 130,752,000
Everest Re Group, Ltd. ............. 250,000 41,900 291,900 18,675,000 3,129,930 21,804,930
135,795,000 16,761,930 152,556,930
REIT - APARTMENTS - 0.8%
Avalonbay Communities, Inc. ........ 150,000 40,000 190,000 10,653,000 2,840,800 13,493,800
Equity Residential.................. 1,011,025 129,200 1,140,225 35,315,103 4,512,956 39,828,059
45,968,103 7,353,756 53,321,859
REIT - MORTGAGE - 0.4%
Redwood Trust, Inc. ................ 1,550,000 278,700 1,828,700 23,622,000 4,247,388 27,869,388
REIT - OFFICE PROPERTY - 0.9%
Boston Properties, Inc. ............ 350,000 84,900 434,900 24,808,000 6,017,712 30,825,712
SL Green Realty Corp. .............. 500,000 100,100 600,100 21,020,000 4,208,204 25,228,204
45,828,000 10,225,916 56,053,916
REIT - REGIONAL MALLS - 0.3%
Macerich Co. ....................... 500,000 61,700 561,700 14,710,000 1,815,214 16,525,214
REIT - WAREHOUSE/INDUSTRY - 0.4%
AMB Property Corp. ................. 986,300 204,000 1,190,300 23,700,789 4,902,120 28,602,909
RETAIL - APPAREL AND SHOE - 1.0%
American Eagle Outfitters, Inc. .... 3,700,000 651,700 4,351,700 41,144,000 7,246,904 48,390,904
Men's Wearhouse, Inc. .............. 1,000,000 162,400 1,162,400 15,290,000 2,483,096 17,773,096
56,434,000 9,730,000 66,164,000
RETAIL - AUTO PARTS - 1.0%
Advance Auto Parts, Inc. ........... 1,400,000 264,200 1,664,200 43,680,000 8,243,040 51,923,040
O'Reilly Automotive, Inc.*.......... 450,000 112,100 562,100 12,199,500 3,039,031 15,238,531
55,879,500 11,282,071 67,161,571
RETAIL - DRUG STORE - 1.3%
CVS/Caremark Corp. ................. 1,030,000 109,020 1,139,020 31,569,500 3,341,463 34,910,963
Walgreen Co. ....................... 1,800,000 276,000 2,076,000 45,828,000 7,026,960 52,854,960
77,397,500 10,368,423 87,765,923
RETAIL - MAJOR DEPARTMENT
STORES - 0.5%
J.C. Penney Company, Inc. .......... 400,000 150,400 550,400 9,568,000 3,597,568 13,165,568
TJX Companies, Inc. ................ 500,000 135,000 635,000 13,380,000 3,612,600 16,992,600
22,948,000 7,210,168 30,158,168
RETAIL - REGIONAL DEPARTMENT
STORES - 0.8%
Kohl's Corp.*....................... 700,000 150,400 850,400 24,591,000 5,283,552 29,874,552
Macy's, Inc. ....................... 1,450,000 281,500 1,731,500 17,820,500 3,459,635 21,280,135
42,411,500 8,743,187 51,154,687
RETAIL - RESTAURANTS - 0.5%
Darden Restaurants, Inc. ........... 1,250,000 175,000 1,425,000 27,712,500 3,879,750 31,592,250
</Table>
12
<Table>
<Caption>
PRO FORMA PRO FORMA
JIF PERKINS JAD PERKINS JIF PERKINS JIF PERKINS JAD PERKINS JIF PERKINS
MID CAP MID CAP MID CAP MID CAP MID CAP MID CAP
VALUE FUND VALUE FUND VALUE FUND VALUE FUND VALUE FUND VALUE FUND
------------ ----------- ------------ -------------- -------------- --------------
SHARES/ SHARES/ SHARES/
PRINCIPAL/ PRINCIPAL/ PRINCIPAL/
CONTRACT CONTRACT CONTRACT
AS OF OCTOBER 31, 2008 AMOUNTS AMOUNTS AMOUNTS VALUE VALUE VALUE
---------------------- ------------ ----------- ------------ -------------- -------------- --------------
SAVINGS/LOAN/THRIFTS - 1.7%
Guaranty Financial Group, Inc.*..... 1 -- 1 2 -- 2
People's United Financial, Inc. .... 5,400,000 950,000 6,350,000 94,500,000 16,625,000 111,125,000
94,500,002 16,625,000 111,125,002
SCHOOLS - 0.4%
Apollo Group, Inc. - Class A*....... 350,000 62,900 412,900 24,328,500 4,372,179 28,700,679
SEMICONDUCTOR COMPONENTS/ INTEGRATED
CIRCUITS - 0.8%
Analog Devices, Inc. ............... 2,100,000 400,000 2,500,000 44,856,000 8,544,000 53,400,000
SEMICONDUCTOR EQUIPMENT - 0.6%
Applied Materials, Inc. ............ 2,600,000 520,000 3,120,000 33,566,000 6,713,200 40,279,200
SUPER-REGIONAL BANKS - 1.1%
PNC Bank Corp. ..................... 300,000 53,700 353,700 20,001,000 3,580,179 23,581,179
SunTrust Banks, Inc. ............... 900,000 185,800 1,085,800 36,126,000 7,458,012 43,584,012
56,127,000 11,038,191 67,165,191
TELECOMMUNICATION
EQUIPMENT - 0.4%
Harris Corp. ....................... 600,000 110,000 710,000 21,570,000 3,954,500 25,524,500
TELECOMMUNICATION SERVICES - 0.7%
Embarq Corp. ....................... 1,327,453 260,000 1,587,453 39,823,590 7,821,000 47,644,590
TELEPHONE - INTEGRATED - 0.3%
CenturyTel, Inc. ................... 600,000 115,700 715,700 15,066,000 2,905,227 17,971,227
TOOLS - HAND HELD - 0.4%
Stanley Works....................... 650,000 140,000 790,000 21,281,000 4,583,600 25,864,600
TRANSPORTATION - RAILROAD - 1.3%
Kansas City Southern*............... 1,231,484 233,700 1,465,184 38,015,911 7,214,319 45,230,230
Norfolk Southern Corp. ............. 330,000 100,000 430,000 19,780,200 5,994,000 25,774,200
Union Pacific Corp. ................ 200,000 40,000 240,000 13,354,000 2,670,800 16,024,800
71,150,111 15,879,119 87,029,230
TRANSPORTATION - TRUCK - 0.2%
J.B. Hunt Transport Services,
Inc. ............................ 350,000 -- 350,000 9,950,500 -- 9,950,500
X-RAY EQUIPMENT - 0.4%
Hologic, Inc.*...................... 1,700,000 348,900 2,048,900 20,808,000 4,270,536 25,078,536
TOTAL COMMON STOCK
(COST $6,510,329,039;
COST $1,310,218,608; COMBINED COST
$7,820,547,647) 4,981,233,615 971,120,615 5,952,354,230
</Table>
13
<Table>
<Caption>
PRO FORMA PRO FORMA
JIF PERKINS JAD PERKINS JIF PERKINS JIF PERKINS JAD PERKINS JIF PERKINS
MID CAP MID CAP MID CAP MID CAP MID CAP MID CAP
VALUE FUND VALUE FUND VALUE FUND VALUE FUND VALUE FUND VALUE FUND
------------ ----------- ------------ -------------- -------------- --------------
SHARES/ SHARES/ SHARES/
PRINCIPAL/ PRINCIPAL/ PRINCIPAL/
CONTRACT CONTRACT CONTRACT
AS OF OCTOBER 31, 2008 AMOUNTS AMOUNTS AMOUNTS VALUE VALUE VALUE
---------------------- ------------ ----------- ------------ -------------- -------------- --------------
PURCHASED OPTIONS - PUTS - 5.3%
iShares Russell Mid-Cap Value
Index............................ -- 1,407 1,407 -- 1,519,560 1,519,560
expires October 2008
exercise price $40.96**
iShares Russell Mid-Cap Value
Index............................ -- 1,429 1,429 -- 1,769,102 1,769,102
expires October 2008
exercise price $42.55**
iShares Russell Mid-Cap Value
Index............................ -- 1,614 1,614 -- 2,409,702 2,409,702
expires October 2008
exercise price $45.10**
iShares Russell Mid-Cap Value
Index............................ 19,040 2,906 21,946 22,257,760 3,397,114 25,654,874
expires November 2008
exercise price $41.846
iShares Russell Mid-Cap Value
Index............................ 17,940 2,340 20,280 28,040,220 3,666,780 31,707,000
expires November 2008
exercise price $45.84**
iShares Russell Mid-Cap Value
Index............................ 17,682 2,385 20,067 27,707,694 3,727,755 31,435,449
expires November 2008
exercise price $45.87**
Mid-Cap SPDR Trust Series 1......... 8,138 1,372 9,510 33,968,012 5,726,728 39,694,740
expires December 2008
exercise price $144.50**
Russell Mid-Cap Value Index......... 382 52 434 2,694,933 366,850 3,061,783
expires November 2008
exercise price $750.00
Russell Mid-Cap Value Index......... 382 52 434 8,270,235 1,125,791 9,396,026
expires November 2008
exercise price $902.00**
Russell Mid-Cap Value Index......... 1,788 332 2,120 28,260,645 5,247,502 33,508,147
expires December 2008
exercise price $840.35**
Russell Mid-Cap Value Index......... 1,600 300 1,900 11,132,624 2,087,367 13,219,991
expires January 2009
exercise price $704.33**
Russell Mid-Cap Value Index......... 768 136 904 21,859,584 3,870,968 25,730,552
expires January 2009
exercise price $980.00**
S&P Mid-Cap 400(R) Index............ 1,020 148 1,168 21,077,933 3,058,367 24,136,300
expires November 2008
exercise price $773.17**
S&P Mid-Cap 400(R) Index............ 1,032 152 1,184 21,848,472 3,217,992 25,066,464
expires December 2008
exercise price $779.10**
</Table>
14
<Table>
<Caption>
PRO FORMA PRO FORMA
JIF PERKINS JAD PERKINS JIF PERKINS JIF PERKINS JAD PERKINS JIF PERKINS
MID CAP MID CAP MID CAP MID CAP MID CAP MID CAP
VALUE FUND VALUE FUND VALUE FUND VALUE FUND VALUE FUND VALUE FUND
------------ ----------- ------------ -------------- -------------- --------------
SHARES/ SHARES/ SHARES/
PRINCIPAL/ PRINCIPAL/ PRINCIPAL/
CONTRACT CONTRACT CONTRACT
AS OF OCTOBER 31, 2008 AMOUNTS AMOUNTS AMOUNTS VALUE VALUE VALUE
---------------------- ------------ ----------- ------------ -------------- -------------- --------------
S&P Mid-Cap 400(R) Index............ 972 168 1,140 21,313,608 3,683,833 24,997,441
expires December 2008
exercise price $785.76**
S&P Mid-Cap 400(R) Index............ 1,022 148 1,170 22,722,126 3,290,484 26,012,610
expires December 2008
exercise price $789.31**
S&P Mid-Cap 400(R) Index............ 478 82 560 11,278,023 1,934,724 14,568,507
expires December 2008
exercise price $801.65**
S&P Mid-Cap 400(R) Index............ 1,356 258 1,614 6,466,764 1,230,402 8,401,488
expires January 2009
exercise price $552.45
S&P Mid-Cap 400(R) Index............ 478 82 560 4,541,440 779,075 5,771,842
expires January 2009
exercise price $650.00
TOTAL PURCHASED OPTIONS - PUTS (COST
$79,187,605;
COST $13,902,374; COMBINED
COST $93,089,979) 293,440,073 52,110,096 348,061,578
REPURCHASE AGREEMENT - 8.7%
Calyon, New York, 0.3500% dated
10/31/08, maturing 11/3/08 to be
repurchased at $300,008,750
collateralized by $289,722,000 in
U.S. Treasuries
2.3750% - 7.1250%,
4/15/09 - 2/15/23 with a value of
$306,000,082..................... $300,000,000 -- $300,000,000 300,000,000 -- 300,000,000
ING Financial Markets LLC, 0.3500%
dated 10/31/08, maturing 11/3/08
to be repurchased at $199,555,820
collateralized by $197,514,687 in
U.S. Government Agencies
2.3750% - 4.2500%,
5/15/10 - 10/15/10 with a value
of $203,542,285.................. 199,550,000 75,923,000 275,473,000 199,550,000 75,923,000 275,473,000
TOTAL REPURCHASE AGREEMENTS (COST
$499,550,000;
COST $75,923,000; COMBINED
COST $575,473,000) 499,550,000 75,923,000 575,473,000
TOTAL INVESTMENTS (TOTAL
COST $7,089,066,644; TOTAL
COST $1,400,043,982; COMBINED TOTAL
COST $8,489,110,626) - 104.2% 5,774,223,688 1,099,153,711 6,873,377,399
</Table>
15
<Table>
<Caption>
PRO FORMA PRO FORMA
JIF PERKINS JAD PERKINS JIF PERKINS JIF PERKINS JAD PERKINS JIF PERKINS
MID CAP MID CAP MID CAP MID CAP MID CAP MID CAP
VALUE FUND VALUE FUND VALUE FUND VALUE FUND VALUE FUND VALUE FUND
------------ ----------- ------------ -------------- -------------- --------------
SHARES/ SHARES/ SHARES/
PRINCIPAL/ PRINCIPAL/ PRINCIPAL/
CONTRACT CONTRACT CONTRACT
AS OF OCTOBER 31, 2008 AMOUNTS AMOUNTS AMOUNTS VALUE VALUE VALUE
---------------------- ------------ ----------- ------------ -------------- -------------- --------------
LIABILITIES, NET OF CASH, RECEIVABLES
AND OTHER ASSETS - (4.2)% (238,491,144) (38,860,597) (277,351,741)
NET ASSETS - 100% $5,535,732,544 $1,060,293,114 $6,596,025,658
</Table>
NOTES TO SCHEDULE OF INVESTMENTS (UNAUDITED)
<Table>
ADR.......... American Depositary Receipt
REIT......... Real Estate Investment Trust
SPDR......... Standard & Poor's Depository Receipt
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.
L The Investment Company Act of 1940, as amended, defines affiliates as those
companies in which a fund holds 5% or more of the outstanding voting
securities at any time during the fiscal year ended October 31, 2008.
<Table>
<Caption>
PURCHASES SALES
----------------------- ----------------------- REALIZED DIVIDEND VALUE
SHARES COST SHARES COST GAIN/(LOSS) INCOME AT 10/31/08
--------- ----------- --------- ----------- ----------- -------- -----------
JIF Perkins Mid Cap
Value Fund
Avocent Corp.*........ 1,360,000 $25,537,394 1,000,000 $24,726,763 $(3,887,446) $-- $22,587,647
</Table>
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
---- ---------------
JIF Perkins Mid Cap Value Fund.................... $177,065,142
JAD Perkins Mid Cap Value Fund.................... 32,060,208
Pro Forma JIF Perkins Mid Cap Value Fund.......... $209,125,350
</Table>
16
PRO FORMA SUMMARY OF WRITTEN OPTIONS - PUTS
AS OF OCTOBER 31, 2008
<Table>
<Caption>
PRO FORMA
JIF PERKINS JAD PERKINS JIF PERKINS
MID CAP MID CAP MID CAP
VALUE FUND VALUE FUND VALUE FUND
------------- ------------ -------------
VALUE VALUE VALUE
------------- ------------ -------------
iShares Russell Mid-
Cap Value Index
expires October 2008
1,407 contracts
exercise price
$36.78........... $ - $ (931,434) $ (931,434)
iShares Russell Mid-
Cap Value Index
expires October 2008
1,429 contracts
exercise price
$38.20........... - (1,150,345) (1,150,345)
iShares Russell Mid-
Cap Value Index
expires October 2008
1,614 contracts
exercise price
$40.49........... - (1,667,262) (1,667,262)
iShares Russell Mid-
Cap Value Index
expires November
2008
17,940 contracts
exercise price
$41.16........... (19,680,180) (2,616,345) (22,296,525)
iShares Russell Mid-
Cap Value Index
expires November
2008
17,682 contracts
exercise price
$41.19........... (19,450,200) (2,574,000) (22,024,200)
Mid-Cap SPDR Trust
Series 1
expires December
2008
4,069 contracts
exercise price
$129.75.......... (11,144,991) (1,878,954) (13,023,945)
Russell Mid-Cap Value
Index
expires November
2008
382 contracts
exercise price
$810.00.......... (4,726,501) (643,398) (5,369,899)
Russell Mid-Cap Value
Index
expires December
2008
894 contracts
exercise price
$754.60.......... (7,918,659) (1,470,355) (9,389,014)
Russell Mid-Cap Value
Index
expires January 2009
800 contracts
exercise price
$632.46.......... (3,204,248) (600,797) (3,805,045)
Russell Mid-Cap Value
Index
expires January 2009
384 contracts
exercise price
$880.00.......... (7,220,352) (1,278,604) (8,498,956)
</Table>
17
<Table>
<Caption>
PRO FORMA
JIF PERKINS JAD PERKINS JIF PERKINS
MID CAP MID CAP MID CAP
VALUE FUND VALUE FUND VALUE FUND
------------- ------------ -------------
VALUE VALUE VALUE
------------- ------------ -------------
S&P Mid-Cap 400(R)
Index
expires November
2008
511 contracts
exercise price
$694.28.......... (6,703,574) (957,653) (7,661,227)
S&P Mid-Cap 400(R)
Index
expires November
2008
486 contracts
exercise price
$770.00.......... (9,672,654) (1,671,817) (11,344,471)
S&P Mid-Cap 400(R)
Index
expires December
2008
516 contracts
exercise price
$699.60.......... (7,006,764) (1,032,004) (8,038,768)
S&P Mid-Cap 400(R)
Index
expires December
2008
486 contracts
exercise price
$705.58.......... (6,984,967) (1,207,278) (8,192,245)
S&P Mid-Cap 400(R)
Index
expires December
2008
511 contracts
exercise price
$708.77.......... (7,389,060) (1,070,040) (8,459,100)
S&P Mid-Cap 400(R)
Index
expires December
2008
478 contracts
exercise price
$719.84.......... (7,477,416) (1,282,737) (8,760,153)
S&P Mid-Cap 400(R)
Index
expires January 2009
678 contracts
exercise price
$496.07.......... (1,911,282) (363,651) (2,274,933)
------------- ------------ -------------
Total................. $(120,490,848) $(22,396,674) $(142,887,522)
Premiums Received..... $ 28,210,279 $ 5,029,557 $ 33,239,836
</Table>
18
PRO FORMA SUMMARY OF INVESTMENTS BY COUNTRY - (LONG POSITIONS)
AS OF OCTOBER 31, 2008
<Table>
<Caption>
PRO FORMA PRO FORMA
JIF PERKINS JAD PERKINS JIF PERKINS JIF PERKINS
MID CAP MID CAP MID CAP MID CAP
VALUE FUND VALUE FUND VALUE FUND VALUE FUND
-------------- -------------- -------------- ---------------
% OF INVESTMENT
COUNTRY VALUE SECURITIES
------- ------------------------------------------------ ---------------
Bermuda............ $ 164,575,437 $ 31,626,908 $ 196,202,345 2.9%
Canada............. 60,944,400 12,135,918 73,080,318 1.1%
Cayman Islands..... 35,582,052 8,193,731 43,775,783 0.6%
Panama............. 35,050,104 6,625,884 41,675,988 0.6%
United Kingdom..... 37,244,000 7,045,488 44,289,488 0.6%
United States...... 5,440,847,695 1,033,525,782 6,474,373,477 94.2%
-------------- -------------- -------------- ------
Total.............. $5,774,223,688 $1,099,153,711 $6,873,377,399 100.0%
============== ============== ============== ======
</Table>
19
STATEMENTS OF ASSETS AND LIABILITIES (UNAUDITED)
<Table>
<Caption>
PRO FORMA
JIF PERKINS JAD PERKINS JIF PERKINS
MID CAP MID CAP PRO FORMA MID CAP
AS OF OCTOBER 31, 2008 VALUE FUND VALUE FUND ADJUSTMENTS VALUE FUND
---------------------- ----------- ----------- ----------- -----------
(ALL NUMBERS IN THOUSANDS EXCEPT NET ASSET VALUE PER SHARE)
ASSETS:
Investments at cost........... $ 7,089,067 $1,400,044 $ -- $ 8,489,111
Investments at value.......... $ 5,774,224 $1,099,154 $ -- $ 6,873,378
Cash.......................... 9,252 3,430 -- 12,682
Receivables:
Investments sold......... 118,558 12,381 -- 130,939
Fund shares sold......... 17,601 2,115 -- 19,716
Dividends................ 7,761 1,507 -- 9,268
Interest................. 207 2 -- 209
Non-interested Trustees'
Deferred Compensation.... 44 13 -- 57
Other assets............... 74 231 -- 305
Total Assets.................... 5,927,721 1,118,833 -- 7,046,554
LIABILITIES:
Payables:
Options Written, at
value(1)................. 120,491 22,397 -- 142,888
Investments purchased...... 242,378 33,884 -- 276,262
Fund shares repurchased.... 23,502 1,322 -- 24,824
Dividends.................. -- 3 -- 3
Advisory Fees.............. 3,771 629 -- 4,400
Transfer agent fees and
expenses................. 1,522 34 -- 1,556
Administrative Services
Fee - Investor Shares...... 236 N/A -- 236
Administrative fees - R
Shares..................... N/A 5 -- 5
Administrative fees - S
Shares..................... N/A 36 -- 36
Distribution fees - A Shares.. N/A 102 -- 102
Distribution fees - C Shares.. N/A 50 -- 50
Distribution fees - R Shares.. N/A 9 -- 9
Distribution fees - S Shares.. N/A 36 -- 36
Networking fees - A Shares.... N/A -- -- --
Networking fees - C Shares.... N/A -- -- --
Networking fees - I Shares.... N/A -- -- --
Non-interested Trustees' fees
and expenses............... -- -- -- --
Non-interested Trustees'
deferred compensation
fees....................... 44 13 -- 57
Accrued expenses.............. 44 20 -- 64
Total Liabilities............... 391,988 58,540 -- 450,528
Net Assets...................... $ 5,535,733 $1,060,293 $ -- $ 6,596,026
Net Assets Consist of:
Capital (par value and paid-
in-surplus)*............... $ 6,759,359 $1,382,923 $ -- $ 8,142,282
Undistributed net investment
income/(loss)*............. 51,556 9,751 -- 61,307
Undistributed net realized
gain/(loss) from
investments and foreign
currency transactions*..... 131,938 (14,125) -- 117,813
Unrealized
appreciation/(depreciation)
of investments and foreign
currency translations...... (1,407,120) (318,256) -- (1,725,376)
Total Net Assets................ $ 5,535,733 $1,060,293 $ -- $ 6,596,026
</Table>
20
<Table>
<Caption>
PRO FORMA
JIF PERKINS JAD PERKINS JIF PERKINS
MID CAP MID CAP PRO FORMA MID CAP
AS OF OCTOBER 31, 2008 VALUE FUND VALUE FUND ADJUSTMENTS VALUE FUND
---------------------- ----------- ----------- ----------- -----------
(ALL NUMBERS IN THOUSANDS EXCEPT NET ASSET VALUE PER SHARE)
Net Assets - Investor Shares.... $ 5,170,228 N/A -- $ 5,170,228
Shares Outstanding, $0.01 Par
Value (unlimited shares
authorized)................ 310,982 N/A -- 310,982
Net Asset Value Per Share..... $ 16.63 N/A -- $ 16.63
Net Assets - Institutional
Shares........................ $ 365,505 N/A -- $ 365,505
Shares Outstanding, $0.01 Par
Value (unlimited shares
authorized)................ 21,815 N/A -- 21,815
Net Asset Value Per Share....... $ 16.75 N/A -- $ 16.75
Net Assets - A Shares........... N/A $ 453,642 $ -- $ 453,642
Shares Outstanding, $0.01 Par
Value (unlimited shares
authorized)................ N/A 33,401 (6,123) 27,278
Net Asset Value Per
Share(2)(3)................ N/A $ 13.58 $ 3.05 $ 16.63
Maximum Offering Price Per
Share(4)...................... N/A $ 14.41 $ 3.24 $ 17.65
Net Assets - C Shares........... N/A $ 56,466 $ -- $ 56,466
Shares Outstanding, $0.01 Par
Value (unlimited shares
authorized)................ N/A 4,240 (844) 3,396
Net Asset Value Per Share(2).. N/A $ 13.32 $ 3.31 $ 16.63
Net Assets - I Shares........... N/A $ 365,617 $ -- $ 365,617
Shares Outstanding, $0.01 Par
Value (unlimited shares
authorized)................ N/A 26,956 (4,971) 21,985
Net Asset Value Per Share(2).. N/A $ 13.56 $ 3.07 $ 16.63
Net Assets - R Shares........... N/A $ 22,278 $ -- $ 22,278
Shares Outstanding, $0.01 Par
Value (unlimited shares
authorized)................ N/A 1,652 (312) 1,340
Net Asset Value Per Share(2).. N/A $ 13.49 $ 3.14 $ 16.63
Net Assets - S Shares........... N/A $ 162,289 $ -- $ 162,289
Shares Outstanding, $0.01 Par
Value (unlimited shares
authorized)................ N/A 11,982 (2,223) 9,759
Net Asset Value Per Share(2).. N/A $ 13.54 $ 3.09 $ 16.63
</Table>
--------
(1) Includes premiums of $28,210,279 on written options for JIF Perkins Mid Cap
Value Fund and $5,029,557 on written options for JAD Perkins Mid Cap Value
Fund.
(2) JAD Perkins Mid Cap Value Fund - Class A Shares will be exchanged for JIF
Perkins Mid Cap Value Fund - Class A Shares.
JAD Perkins Mid Cap Value Fund - Class C Shares will be exchanged for JIF
Perkins Mid Cap Value Fund - Class C Shares.
JAD Perkins Mid Cap Value Fund - Class I Shares will be exchanged for JIF
Perkins Mid Cap Value Fund - Class I Shares.
JAD Perkins Mid Cap Value Fund - Class R Shares will be exchanged for JIF
Perkins Mid Cap Value Fund - Class R Shares.
JAD Perkins Mid Cap Value Fund - Class S Shares will be exchanged for JIF
Perkins Mid Cap Value Fund - Class S Shares.
(3) Redemption price per share may be reduced for any applicable contingent
deferred sales charge.
(4) Maximum offering price is computed at 100/94.25 of net asset value.
21
STATEMENTS OF OPERATIONS (UNAUDITED)
<Table>
<Caption>
PRO FORMA
JIF PERKINS JAD PERKINS JIF PERKINS
FOR THE TWELVE-MONTH PERIOD ENDED MID CAP MID CAP PRO FORMA MID CAP
OCTOBER 31, 2008 VALUE FUND VALUE FUND ADJUSTMENTS(1) VALUE FUND
--------------------------------- ----------- ----------- -------------- -----------
(ALL NUMBERS IN THOUSANDS)
INVESTMENT INCOME:
INCOME:
Interest...................... $ 8,647 $ 1,431 $ -- $ 10,078
Securities lending income..... 5,450 644 -- 6,094
Dividends..................... 155,796 21,527 -- 177,323
Dividends from affiliates..... 2,080 255 -- 2,335
Foreign tax withheld.......... (99) (16) -- (115)
TOTAL INVESTMENT INCOME.......... 171,874 23,841 -- 195,715
EXPENSES:
Advisory fees................. 52,609 6,979 -- 59,588
Transfer agent expenses....... 14,667 134 (479) 14,322
Registration fees............. 276 124 (70) 330
Custodian fees................ 106 33 (16) 123
Audit Fees.................... 93 19 (16) 96
Postage Fees.................. 297 1 298
Non-interested Trustees' fees
and expenses................ 106 25 -- 131
Printing expenses............. 208 85 (25) 268
Administrative fees - Investor
Shares...................... 3,385 N/A -- 3,385
Distribution fees - A Shares.. N/A 1,130 -- 1,130
Distribution fees - C Shares.. N/A 524 -- 524
Distribution fees - R Shares.. N/A 59 -- 59
Distribution fees - S Shares.. N/A 323 -- 323
Administrative fees - R
Shares...................... N/A 30 -- 30
Administrative fees - S
Shares...................... N/A 323 -- 323
Networking fees - A Shares.... N/A 652 -- 652
Networking fees - C Shares.... N/A 73 -- 73
Networking fees - I Shares.... N/A 2 2
Other expenses................ 245 60 (34) 271
Non-recurring costs*............... 2 -- -- 2
Cost assumed by Janus Capital
Management LLC*.................. (2) -- -- (2)
TOTAL EXPENSES................... 71,992 10,576 (640) 81,928
EXPENSE AND FEE OFFSET........... (157) (31) -- (188)
NET EXPENSES..................... 71,835 10,545 (640) 81,740
LESS: EXCESS EXPENSE
REIMBURSEMENT................. (1,498) (899) 2,397 --
NET EXPENSES AFTER EXPENSE
REIMBURSEMENT................. 70,337 9,646 1,757 81,740
NET INVESTMENT INCOME/(LOSS)....... 101,537 14,195 (1,757) 113,975
NET REALIZED AND UNREALIZED
GAIN/(LOSS) ON INVESTMENTS:
Net realized gain/(loss) from
investment transactions and
foreign currency
transactions.................. 60,332 (16,286) -- 44,046
Net realized gain/(loss) from
option contracts.............. 33,680 4,610 -- 38,290
Change in unrealized net
appreciation/(depreciation) of
investments, foreign currency
translations and non-
interested trustees deferred
compensation.................. (2,359,809) (387,968) -- (2,747,777)
NET GAIN/(LOSS) ON INVESTMENTS..... (2,265,797) (399,644) -- (2,665,441)
NET INCREASE/(DECREASE) IN NET
ASSETS RESULTING FROM
OPERATIONS....................... $(2,164,260) $(385,449) $(1,757) $(2,551,466)
</Table>
--------
(1) 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.
22
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
JIF Perkins Mid Cap Value Fund ("Acquiring Fund") is a series fund. The
Acquiring Fund is a part of the Janus Investment Fund (the "JIF Trust"), which
is organized as a Massachusetts business trust and is registered under the
Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end
management investment company. The JIF Trust has twenty-eight funds. The Funds
invest primarily in equity securities. The Acquiring Fund is classified as
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 JAD Perkins Mid Cap Value 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.
23
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.
24
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............ 27,278,513 27,278,513
Class C Shares............ 3,395,447 3,395,447
Class I Shares............ 21,985,403 21,985,403
Class R Shares............ 1,339,631 1,339,631
Class S Shares............ 9,758,832 9,758,832
Investor Shares........... 310,981,857 310,981,857
Institutional Shares...... 21,814,796 21,814,796
</Table>
25
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 July 31, 2008, that may be available to
offset future realized capital gains and thereby reduce future taxable gains
distributions. The Acquiring Fund has no capital loss carryover as of October
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, ACCUMULATED
FUND 2010 CAPITAL LOSSES
---- -------- --------------
JAD Perkins Mid Cap Value Fund............. $394,201 $394,201
</Table>
26
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. 333-158023).
(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. 333-158023).
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. 333-158023).
(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.