AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
ON MARCH 17, 2009
REGISTRATION NO. [_______]
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-14
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
[ ] PRE-EFFECTIVE AMENDMENT NO. [ ] POST-EFFECTIVE AMENDMENT NO.
(Check appropriate Box or Boxes)
JANUS INVESTMENT FUND
(Exact Name of Registrant as Specified in Charter)
151 DETROIT STREET, DENVER, COLORADO 80206-4805
(Address of Principal Executive Offices)
303-333-3863
(Registrant's Telephone No., including Area Code)
STEPHANIE GRAUERHOLZ-LOFTON, ESQ.
151 DETROIT STREET
DENVER, COLORADO 80206-4805
(Name and Address of Agent for Service)
WITH COPIES TO:
GEOFFREY R.T. KENYON, ESQ. BRUCE A. ROSENBLUM, ESQ.
DECHERT LLP K&L GATES LLP
200 CLARENDON STREET, 27TH FLOOR 1615 L. STREET N.W.
BOSTON, MASSACHUSETTS 02116 WASHINGTON, D.C. 20036
APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING: As soon as practicable after
this Registration Statement becomes effective under the Securities Act of 1933.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to Section 8(a), may
determine.
No filing fee is required because an indefinite number of shares of
beneficial interest with $0.01 par value, of the Registrant have previously been
registered pursuant to Section 24(f) of the Investment Company Act of 1940, as
amended.
================================================================================
FOR SHAREHOLDERS OF (JANUS LOGO)
JANUS ADVISER INTECH RISK-MANAGED CORE FUND
[___________], 2009
Dear Shareholder:
The Board of Trustees for Janus Adviser INTECH Risk Managed Core Fund ("JAD
INTECH Risk-Managed Core Fund"), a series of Janus Adviser Series ("JAD Trust"),
recently authorized Janus Capital Management LLC ("Janus Capital") to reorganize
JAD INTECH Risk-Managed Core Fund with and into INTECH Risk-Managed Core Fund
("JIF INTECH Risk-Managed Core Fund," and together with JAD INTECH Risk-Managed
Core Fund, the "Funds"), a series of Janus Investment Fund (the "JIF Trust")
(the "Reorganization"). It is expected that the Reorganization will be completed
on or about July 6, 2009 (the "Closing Date") at which time you will receive
shares of JIF INTECH Risk-Managed Core Fund equivalent in dollar value to your
shares in JAD INTECH Risk-Managed Core Fund as of the Closing Date.
You are not being asked to vote on, or take any other action in connection
with the Reorganization. As of the Closing Date, your assets will automatically
be invested in JIF INTECH Risk-Managed Core Fund, which has the same investment
objective, strategies, policies and risks as JAD INTECH Risk-Managed Core Fund,
and both Funds are managed by the same portfolio manager. Also, while the annual
operating expenses of JIF INTECH Risk-Managed Core Fund are very competitive
with its peers, and the two funds have similar expenses, it is possible that
immediately after the Reorganization, as an JIF INTECH Risk-Managed Core Fund
shareholder you will pay higher expenses, after waivers, because that Fund
applies a different expense limit than JAD INTECH Risk-Managed Core Fund.
As explained in greater detail below and in the attached materials, the
Reorganization is part of a larger effort by Janus Capital to reorganize and
simplify its mutual fund platform. Janus Capital believes that these efforts
will provide both meaningful short- and long-term benefits to Janus fund
shareholders, and will enable Janus Capital to manage and operate its mutual
fund platform more effectively and more efficiently. The following provides a
summary of the broad effort Janus Capital is undertaking, and the actions Janus
Capital will be executing in the months ahead.
Janus Capital has historically organized its retail mutual funds into two
separate and distinct corporate structures, called "trusts." The original mutual
fund trust, the JIF Trust, was designed to offer shares using only one no-load
pricing model to primarily meet the needs of the self-directed investor. In
2000, your trust, the JAD Trust, was introduced to offer multi-class pricing to
facilitate the sale of shares of Janus mutual funds through Janus Capital's
network of third-party intermediaries. The two trusts have very similar product
offerings that are managed by the same portfolio managers or investment teams
and backed by the same research teams. In response to changing market conditions
and investor movement towards advice-driven channels, Janus Capital believes
that it is in the best interests of all fund shareholders to reorganize your
trust and create one consolidated mutual fund platform with multi-share class
pricing that is designed to meet the needs of various types of investors. To
that end, Janus Capital has proposed, and the Board of Trustees of the Janus
Funds has approved, merging each fund of the JAD trust into the similarly
managed fund in the JIF trust, including the merger of JAD INTECH Risk-Managed
Core Fund into JIF INTECH Risk-Managed Core Fund.
The impact of the Reorganization on you and your Fund is discussed in
detail in the attached materials. As a general matter, Janus Capital's efforts
to reorganize and simplify its mutual fund platform are expected to benefit
Janus fund shareholders in the following ways:
- The mergers provide Janus fund shareholders with the opportunity to
continue to invest in a Janus mutual fund offering the same or
substantially similar investment objective, strategies, policies and
risks, and with the same portfolio management, as their current fund,
but as part of an enhanced fund platform;
- Janus Capital will have the opportunity to operate its platform more
efficiently, providing the potential to reduce fund expenses by
reducing possible inefficiencies arising from having similarly managed
mutual funds in the same fund complex;
- As a result of the mergers, certain Janus funds will have larger asset
bases, which may result in the elimination of duplicative expenses and
lead to lower expense ratios in the future; and
- Janus Capital's evolving distribution model will permit different
types of shareholders to invest in the same Janus fund providing
shareholders more investment options and the opportunity to invest in
funds that have a more stable asset base.
i
In addition, each merger, including the Reorganization, is designed to
qualify as a tax-free reorganization, so fund shareholders should not realize a
tax gain or loss as a direct result of the merger, nor will any fund shareholder
pay any costs related to the merger.
Additional details about the Reorganization are described in the enclosed
Q&A and Prospectus/Information Statement. For information about other available
options, please contact your broker-dealer, plan sponsor, or financial
intermediary or call a Janus representative at 1-877-335-2687.
We value the trust and confidence you have placed with us and look forward
to continuing our relationship with you.
Sincerely,
---------------------------
Robin C. Beery
President of
Janus Adviser Series
ii
PROSPECTUS/INFORMATION STATEMENT
[______________, 2009]
TABLE OF CONTENTS
INTRODUCTION............................................................. [__]
SYNOPSIS................................................................. [__]
Investment Objectives, Strategies, Restrictions and Risks............. [__]
Comparison of Fees and Expenses....................................... [__]
Comparison of Fund Performance........................................ [__]
Distribution and Purchase Procedures, Exchange Rights, and Redemption
Procedures......................................................... [__]
Calculation of Net Asset Value........................................ [__]
Dividends and Distributions........................................... [__]
Frequent Purchases and Redemptions.................................... [__]
Taxes................................................................. [__]
Distribution Arrangements............................................. [__]
THE REORGANIZATION....................................................... [__]
The Plan.............................................................. [__]
Reasons for the Reorganization........................................ [__]
Federal Income Tax Consequences....................................... [__]
Capitalization........................................................ [__]
Other Comparative Information about the Funds......................... [__]
Investment Adviser................................................. [__]
Management Expenses................................................ [__]
Administrative Services Fee........................................ [__]
Sub-Adviser........................................................ [__]
Investment Personnel............................................... [__]
Charter Documents..................................................... [__]
ADDITIONAL INFORMATION................................................... [__]
Share Ownership....................................................... [__]
Trustees and Officers................................................. [__]
Independent Registered Public Accounting Firm......................... [__]
Legal Matters......................................................... [__]
Information Available Through the SEC................................. [__]
APPENDICES............................................................... [__]
Appendix A - Form of Agreement and Plan of Reorganization............. [__]
Appendix B - Other Investment Techniques and Related Risks of the
Funds.............................................................. [__]
Appendix C - Shareholder's Guide...................................... [__]
Appendix D - Legal Matters............................................ [__]
iii
PROSPECTUS/INFORMATION STATEMENT
[_________], 2009
Relating to the acquisition of the assets of
JANUS ADVISER INTECH RISK-MANAGED CORE 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
INTECH RISK-MANAGED CORE FUND
(formerly named INTECH Risk-Managed Stock 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 INTECH Risk-Managed Core Fund ("JAD INTECH Risk-Managed Core
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 INTECH Risk-Managed Core Fund will receive shares of INTECH
Risk-Managed Core Fund ("JIF INTECH Risk-Managed Core Fund," and together with
JAD INTECH Risk-Managed Core Fund, the "Funds"), a corresponding series of Janus
Investment Fund (the "JIF Trust") (the "Reorganization"). It is expected that
the Reorganization will be completed on or about July 6, 2009 (the "Closing
Date"). As described more fully in this Prospectus/Information Statement, the
Reorganization is one of several reorganizations that will take place among
various Janus funds.
Pursuant to the Plan, all or substantially all of the assets of JAD INTECH
Risk-Managed Core Fund will be transferred to JIF INTECH Risk-Managed Core Fund,
a Fund also managed by Janus Capital Management LLC ("Janus Capital"), in
exchange for shares of beneficial interest of JIF INTECH Risk-Managed Core Fund
and the assumption by JIF INTECH Risk-Managed Core Fund of all of the
liabilities of JAD INTECH Risk-Managed Core Fund, as described more fully below.
As a result of the Reorganization, each shareholder of JAD INTECH Risk-Managed
Core Fund will receive a number of full and fractional shares of JIF INTECH
Risk-Managed Core Fund equal in value to their holdings in JAD INTECH
Risk-Managed Core Fund as of the closing date of the Reorganization. After the
Reorganization is completed, JAD INTECH Risk-Managed Core Fund will be
liquidated.
JIF Risk-Managed Core Fund is a series of the JIF Trust, an open-end,
registered management investment company organized as a Massachusetts business
trust. JAD Risk-Managed Core Fund is a series of the JAD Trust, an open-end,
registered management investment company organized as a Delaware statutory
trust. JAD Risk-Managed Core Fund and JIF Risk-Managed Core Fund are each a
diversified series within the meaning of the Investment Company Act of 1940, as
amended (the "1940 Act"). The investment objective of both JIF Risk-Managed Core
Fund and JAD Risk-Managed Core Fund is to seek long-term growth of capital.
Janus Capital will remain the investment adviser of JIF INTECH Risk-Managed
Core Fund after the Reorganization. Janus Capital is responsible for the
day-to-day management of JAD INTECH Risk-Managed Core Fund's and JIF INTECH
Risk-Managed Core Fund's investment portfolios and furnishes continuous advice
and recommendations concerning each Fund's investments. Janus Capital, which as
of [___________, 2009], sponsored [______] mutual funds with approximately
$[_________] billion in mutual fund assets under management, is one of the
larger mutual fund sponsors in the United States. The Reorganization will offer
shareholders continuity in portfolio management while giving them continued
access to Janus Capital's experience and resources in managing mutual funds.
This Prospectus/Information Statement, which you should read carefully and
retain for future reference, sets forth concisely the information that you
should know about JIF Risk-Managed Core Fund, JAD Risk-Managed Core Fund and the
Reorganization. This Prospectus/Information Statement is being mailed on or
about [______, 2009].
1
INCORPORATION BY REFERENCE
For more information about the investment objectives, strategies,
restrictions and risks of JIF INTECH Risk-Managed Core Fund and JAD INTECH
Risk-Managed Core Fund, see:
i. the Prospectus of JAD INTECH Risk-Managed Core Fund, Class A and
Class C Shares, dated November 28, 2008, as supplemented (File
No. 333-33978);
ii. the Prospectus of JAD INTECH Risk-Managed Core Fund, Class I
Shares, dated November 28, 2008, as supplemented (File No.
333-33978);
iii. the Prospectus of JAD INTECH Risk-Managed Core Fund, Class S
Shares, dated November 28, 2008, as supplemented (File No.
333-33978);
iv. the Statement of Additional Information of JAD INTECH
Risk-Managed Core Fund, dated November 28, 2008, as supplemented
(File No. 333-33978);
v. the Annual Report of JAD INTECH Risk-Managed Core Fund for the
fiscal year ended July 31, 2008 (File No. 811-09885);
vi. the unaudited Semiannual Report of JAD INTECH Risk-Managed Core
Fund for the fiscal period ended January 31, 2009 (File No.
811-09885);
vii. the Statement of Additional Information of JIF INTECH
Risk-Managed Core Fund, dated February 27, 2009, as supplemented
(File No. 002-34393);
viii. the Annual Report of JIF INTECH Risk-Managed Core Fund (formerly
named INTECH Risk-Managed Stock Fund) for the fiscal year ended
October 31, 2008 (File No. 811-01879); and
ix. the unaudited Semiannual Report of JIF INTECH Risk-Managed Core
Fund (formerly named INTECH Risk-Managed Stock 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 INTECH Risk-Managed Core Fund and its
Annual Report and Semiannual Report have previously been delivered to JAD INTECH
Risk-Managed Core Fund shareholders.
THE FUNDS PROVIDE ANNUAL AND SEMIANNUAL REPORTS TO THEIR SHAREHOLDERS THAT
HIGHLIGHT RELEVANT INFORMATION, INCLUDING INVESTMENT RESULTS AND A REVIEW OF
PORTFOLIO CHANGES. ADDITIONAL COPIES OF EACH FUND'S MOST RECENT ANNUAL REPORT
AND ANY MORE RECENT SEMIANNUAL REPORT ARE AVAILABLE, WITHOUT CHARGE, BY
CONTACTING YOUR BROKER-DEALER, PLAN SPONSOR, OR FINANCIAL INTERMEDIARY, OR BY
CALLING A JANUS REPRESENTATIVE AT 1-877-335-2687, VIA THE INTERNET AT
WWW.JANUS.COM/INFO, OR BY SENDING A WRITTEN REQUEST TO THE SECRETARY OF THE JAD
TRUST OR THE JIF TRUST AT 151 DETROIT STREET, DENVER, COLORADO 80206-4805.
A Statement of Additional Information dated [__], 2009 relating to the
Reorganization has been filed with the SEC and is incorporated by reference into
this Prospectus/Information Statement. You can obtain a free copy of that
document by contacting your broker-dealer, plan sponsor, or financial
intermediary or by calling Janus at 1-877-335-2687.
THE SHARES OF THE FUNDS ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED
OR ENDORSED BY, ANY FINANCIAL INSTITUTION, ARE NOT INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER AGENCY,
AND INVOLVE RISK, INCLUDING THE POSSIBLE LOSS OF THE PRINCIPAL AMOUNT INVESTED.
Each Fund is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended, and the 1940 Act, and files reports, proxy
materials, and other information with the SEC. You may 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
2
also be obtained by calling this number. You may also obtain reports and other
information about the Funds from the Electronic Data Gathering Analysis and
Retrieval (EDGAR) Database on the SEC's website at http://www.sec.gov.
THIS PROSPECTUS/INFORMATION STATEMENT IS FOR INFORMATIONAL PURPOSES ONLY.
YOU DO NOT NEED TO DO ANYTHING IN RESPONSE TO THIS PROSPECTUS/INFORMATION
STATEMENT. WE ARE NOT ASKING YOU FOR A PROXY OR WRITTEN CONSENT, AND YOU ARE
REQUESTED NOT TO SEND US A PROXY OR WRITTEN CONSENT.
SHARES OF THE FUNDS HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC NOR
HAS THE SEC PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS/INFORMATION
STATEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
3
SYNOPSIS
This Prospectus/Information Statement provides a brief overview of the key
features and other matters typically of concern to shareholders affected by a
reorganization between mutual funds. These responses are qualified in their
entirety by the remainder of this Prospectus/Information Statement, which you
should read carefully because it contains additional information and further
details regarding the Reorganization. The description of the Reorganization is
qualified by reference to the full text of the Plan, which is attached as
Appendix A.
Q. WHAT IS HAPPENING IN THE REORGANIZATION?
A. At a meeting held on [__________, 2008], the Board of Trustees of the JAD
Trust approved the Plan which authorizes the reorganization of JAD INTECH
Risk-Managed Core Fund with and into JIF INTECH Risk-Managed Core Fund,
with JIF INTECH Risk-Managed Core Fund being the surviving entity. JAD
INTECH Risk-Managed Core Fund is a series of the JAD Trust and JIF INTECH
Risk-Managed Core Fund is a series of the JIF Trust. Each Fund is managed
by Janus Capital. You are receiving this Prospectus/Information Statement
because you are a shareholder of JAD Risk-Managed Core Fund and will be
impacted by the Reorganization as outlined in the Plan.
Upon the Closing, JAD INTECH Risk-Managed Core Fund investors will receive
shares of JIF INTECH Risk-Managed Core Fund equivalent in dollar value to
their shares in JAD INTECH Risk-Managed Core Fund at the time of the
Reorganization. Specifically, all or substantially all of the assets of JAD
INTECH Risk-Managed Core Fund will be transferred to JIF INTECH
Risk-Managed Core Fund solely in exchange for shares of JIF INTECH
Risk-Managed Core Fund with a value equal to the value of JAD INTECH
Risk-Managed Core Fund's assets net of liabilities, and the assumption by
JIF INTECH Risk-Managed Core Fund of all liabilities of JAD INTECH
Risk-Managed Core Fund. Immediately following the transfer, the shares of
JIF INTECH Risk-Managed Core Fund received by JAD INTECH Risk-Managed Core
Fund will be distributed pro rata to the JAD INTECH Risk-Managed Core Fund
shareholders of record as of the Closing Date (on or about July 6, 2009).
After the Reorganization is completed, JAD INTECH Risk-Managed Core 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.
Q. WHY IS THE REORGANIZATION IN THE BEST INTERESTS OF JAD INTECH RISK-MANAGED
CORE FUND SHAREHOLDERS?
A. The Board of Trustees of the JAD Trust concluded that the Reorganization is
in the best interests of JAD INTECH Risk-Managed Core Fund's shareholders
after consideration of the following factors, among others:
- The Reorganization is part of a larger strategic repositioning of
Janus Capital's distribution model for Janus mutual funds that is
designed to offer certain potential benefits to Fund shareholders that
are not currently available, including a more diverse Fund shareholder
base, the potential for a more stable level of Fund assets, and access
to a wider-range of Janus funds with differing investment strategies.
- The current conditions and trends in the securities markets and
related trends in the investment management business, and their
current and potential impact on Janus Capital, the JAD Trust and Fund
shareholders.
- JAD INTECH Risk-Managed Core Fund has the same investment objective,
strategies, policies and risks as JIF INTECH Risk-Managed Core Fund
and the two Funds have been 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
significantly larger Fund and potentially benefit from long-term
economies of scale that may result from the Reorganization.
- Fund expenses are not expected to increase materially as a result of
the Reorganization, and Janus Capital anticipates that in the future,
the elimination of some duplicative expenses and the opportunity for
economies of scale may result in lower future fund expenses (other
than management fees).
- The current performance fee structure of each Fund and the structure
post-Reorganization in accordance with which the advisory fees 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 S&P 500(R)
Index, which is the Funds' benchmark.
4
- The expense limitation agreements applicable to each Fund which, after
giving effect to fee waivers after the Reorganization, may result in
current JAD INTECH Risk-Managed Core 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 INTECH
Risk-Managed Core Fund to benefit from using a portion of the realized
capital losses generated by JAD INTECH Risk-Managed Core Fund and JIF
INTECH Risk-Managed Core Fund, as applicable, to offset or defer
future gains on the sales of securities in certain circumstances.
- The Reorganization, for each Fund and its shareholders, is expected to
be tax-free in nature.
- JAD INTECH Risk-Managed Core Fund's shareholders will not pay any of
the costs of the Reorganization, and immediately after the
Reorganization, the value of their shares in JIF INTECH Risk-Managed
Core Fund will be the same as the value of their JAD INTECH
Risk-Managed Core Fund holdings immediately prior to the
Reorganization.
Q. WHAT ARE THE SIMILARITIES BETWEEN THE FUNDS?
A. Both Funds have the same investment objective of seeking long-term growth
of capital. Each Fund has substantially similar investment strategies and
the same investment risks. Each Fund pursues its investment objective by
investing primarily in common stocks from the universe of the Fund's
benchmark index, which is the S&P 500(R) Index. With respect to each Fund,
stocks are selected for their potential contribution to the long-term
growth of capital, utilizing the mathematical investment process of the
Funds' subadviser.
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 INTECH Risk-Managed Core Fund's net assets were
approximately $246.9 million and JAD INTECH Risk-Managed Core Fund's net
assets were approximately $83.8 million. The asset size of each Fund
fluctuates on a daily basis and the asset size of JIF INTECH Risk-Managed
Core Fund after the Reorganization may be larger or smaller than the
combined assets of the Funds as of October 31, 2008.
Q. WILL THE REORGANIZATION RESULT IN A HIGHER INVESTMENT ADVISORY FEE RATE?
A. 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 structure is the share class used to measure a Fund's performance
compared to the benchmark index. JIF INTECH Risk-Managed Core Fund uses its
initial share class (it is a single class fund) as the measuring share
class and JAD INTECH Risk-Managed Core Fund uses Class A Shares (waiving
the upfront sales charge) ("Load-Waived Class A Shares"). Effective in
connection with the Reorganization, JIF INTECH Risk-Managed Core 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 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
5
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 expense ratio of JIF INTECH
Risk-Managed Core Fund is lower immediately following the Reorganization
than the net expense ratio for JAD INTECH Risk-Managed Core Fund. JIF
INTECH Risk-Managed Core Fund has a higher expense cap (0.89%) than JAD
INTECH Risk-Managed Core Fund (0.60%) 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 INTECH Risk-Managed Core Fund's expense ratio after the
Reorganization is higher than JAD INTECH Risk-Managed Core 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 the expenses a Fund pays to
the contractual limit. As a result its platform-wide review of expense
limits, in October 2008 Janus Capital adopted, and the 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 INTECH Risk-Managed Core Fund to be
implemented as of July 6, 2009 (the expected date of the Reorganization) is
higher than the older expense limit for JAD INTECH Risk-Managed Core Fund.
It is impossible to predict the impact of the higher expense limit for JIF
INTECH Risk-Managed Core Fund because the actual expense ratio after the
Reorganization will depend on the level of assets of Fund assets at that
time. However, given that the current expense limit of JAD INTECH
Risk-Managed Core Fund expires December 1, 2009, and that such limit would
not be continued at its current rate under the new approach to setting
expense limits and under that approach could have been higher than the
expense limit for JIF INTECH Risk-Managed Core Fund, as a shareholder of
JIF INTECH Risk-Managed Core Fund, after the Reorganization, you will
benefit from having a contractual expense limit in place at least until
November 1, 2010.
Pro forma fee, expense, and financial information is included in this
Prospectus/Information Statement.
Q. WHAT ARE THE FEDERAL INCOME TAX CONSEQUENCES OF THE REORGANIZATION?
A. The Reorganization is expected to qualify as a tax-free transaction for
federal income tax purposes and will not take place unless counsel provides
an opinion to that effect. Shareholders should not recognize any capital
gain or loss as a direct result of the Reorganization. As a result of the
Reorganization, however, JAD INTECH Risk-Managed Core Fund and/or JIF
INTECH Risk-Managed Core Fund may lose the ability to utilize a portion of
realized capital losses that might have been used to offset or defer gains
on sales of portfolio securities under some circumstances. If you choose to
redeem or exchange your shares before or after the Reorganization, you may
realize a taxable gain or loss; therefore, consider consulting a tax
adviser before doing so. In addition, immediately prior to the date of the
Reorganization you may receive a distribution of ordinary income or capital
gains as a result of the normal operations of JAD INTECH Risk-Managed Core
Fund.
Q. WILL THE SHAREHOLDER SERVICES PROVIDED BY JANUS CAPITAL CHANGE?
A. No. Janus Capital manages both JAD INTECH Risk-Managed Core Fund and JIF
INTECH Risk-Managed Core Fund. The custodian, transfer agent, and
distributor are the same for the Funds and will not change as a result of
the Reorganization. Following the Reorganization, shareholders of JAD
INTECH Risk-Managed Core 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.
6
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 INTECH Risk-Managed Core Fund is
reorganizing) have similar rights and privileges under their respective
trust documents and state laws. As a result, the Reorganization is not
expected to have any substantial effect on the rights of shareholders.
Several differences in the trusts are worth noting however. Under the JAD
Trust, subject to making certain determinations, the Board of Trustees may
terminate the JAD Trust or any fund of the JAD Trust without seeking
shareholder approval. Under the JIF Trust, shareholder approval is required
to terminate the JIF Trust, but the Board of Trustees may merge, liquidate
or reorganize a fund of the JIF Trust without seeking shareholder approval,
if it is in accordance with legal requirements such as the 1940 Act
requirements. The JAD Trust, however, is subject to more restrictive
requirements with respect to mergers, liquidations and reorganizations than
it is permitted under the 1940 Act. In addition, under the JAD Trust,
shareholders of each Fund are entitled to one vote for each full share held
and fractional votes for fractional shares held. Under the JIF Trust, each
holder of a whole or fractional share held in a Fund is entitled to one
vote for each whole dollar and a proportionate fractional vote for each
fractional dollar of net asset value standing in the shareholders' name.
Q. WILL THERE BE ANY SALES LOAD, COMMISSION OR OTHER TRANSACTIONAL FEE IN
CONNECTION WITH THE REORGANIZATION?
A. No. There will be no sales load, commission or other transactional fee in
connection with the Reorganization. The full value of shares of JAD INTECH
Risk-Managed Core Fund will be exchanged for shares of JIF INTECH
Risk-Managed Core Fund having equal value, without any sales load,
commission or other transactional fee being imposed.
Q. CAN I STILL ADD TO MY EXISTING JAD INTECH RISK-MANAGED CORE FUND ACCOUNT
UNTIL THE REORGANIZATION?
A. Yes. JAD INTECH Risk-Managed Core Fund shareholders may continue to make
additional investments until the date of the Reorganization (anticipated to
be on or about July 6, 2009). However, the Board of Trustees of the JAD
Trust may determine to temporarily limit future investments in JAD INTECH
Risk-Managed Core Fund prior to the date of the Reorganization to ensure a
smooth transition of shareholder accounts into JIF INTECH Risk-Managed Core
Fund.
Q. WILL EITHER FUND PAY FOR THE COSTS ASSOCIATED WITH THE REORGANIZATION?
A. No. Janus Capital will bear those costs.
Q. WHEN WILL THE REORGANIZATION TAKE PLACE?
A. The Reorganization will occur on or about July 6, 2009. Shortly after
completion of the Reorganization, affected shareholders will receive a
confirmation statement reflecting their new Fund account number and number
of shares owned.
Q. WHAT IF I WANT TO EXCHANGE MY SHARES INTO ANOTHER JANUS FUND PRIOR TO THE
REORGANIZATION?
A. You may exchange your shares into another Janus fund before the Closing
Date (on or about July 6, 2009) in accordance with your pre-existing
exchange privileges by contacting your broker-dealer, plan sponsor, or
financial intermediary or by calling a Janus representative at
[1-800-525-0020]. If you choose to exchange your shares of JAD INTECH
Risk-Managed Core Fund for another Janus fund, your request will be treated
as a normal exchange of shares and will be a taxable transaction unless
your shares are held in a tax-deferred account, such as an individual
retirement account ("IRA"). Exchanges may be subject to minimum investment
requirements and redemption fees.
Please note that other Janus funds in the JAD Trust are also subject to
reorganization with and into the JIF Trust. So, if you exchange your shares
with and into another Janus fund in the JAD Trust, shareholders of that
fund may also be participating in a reorganization of that fund with and
into a similarly-managed fund in the JIF Trust.
7
INVESTMENT OBJECTIVES, STRATEGIES, RESTRICTIONS AND RISKS
Both Funds are designed for long-term investors who primarily seek growth
of capital and who can tolerate the greater risks associated with common stock
investments. The Funds have the same investment objective, principal investment
strategies and risks, which are discussed in detail below. Both Funds are
managed by the same subadviser, INTECH Investment Management LLC ("INTECH")
(formerly named Enhanced Investment Technologies, LLC). The Funds also have the
same fundamental and non-fundamental investment policies and restrictions, a
description of each of these investment policies and restrictions is included in
each Fund's Statement of Additional Information.
INVESTMENT OBJECTIVE
Each Fund's investment objective is to seek long-term growth of capital.
Each Fund's Board of Trustees may change this objective or the Fund's principal
investment strategies without a shareholder vote. Each Fund will notify its
shareholders in writing at least 60 days before making any change to the
investment objective or principal investment strategies it considers material.
If there is a material change to your Fund's objective or principal investment
strategies, you should consider whether the Fund remains an appropriate
investment for you. There is no guarantee that a Fund will achieve its
investment objective.
PRINCIPAL INVESTMENT STRATEGIES
Each Fund invests primarily in common stocks from the universe of the
Fund's benchmark index, which is the S&P 500(R) Index. With respect to each
Fund, stocks are selected for their potential contribution to the long-term
growth of capital, utilizing INTECH's mathematical investment process.
Each Fund pursues its investment objective by applying a mathematical
investment process to construct an investment portfolio from the universe of
common stocks within its benchmark index. The goal of this process is to build a
portfolio of stocks in a more efficient combination than the benchmark index.
The process seeks to capitalize on the natural volatility of the market by
searching for stocks within the index that have high relative volatility
(providing the potential for excess returns) but that essentially move in
opposite directions or have low correlation to each other (providing the
potential for lower relative risk). By constructing the portfolio in this manner
and regularly rebalancing the portfolio to maintain potentially more efficient
weightings, INTECH's mathematical investment process seeks to create a portfolio
that, over time, produces returns in excess of its benchmark index with an equal
or lesser amount of risk. The rebalancing techniques used by each Fund may
result in a higher portfolio turnover compared to a "buy and hold" fund
strategy.
Within the parameters of its specific investment policies, each Fund may
invest its assets in derivatives. The Funds may use derivatives for different
purposes, including hedging (to offset risks associated with an investment,
currency exposure, or market conditions) and to earn income and enhance returns.
For more information on the Funds' investment techniques and related risks,
please see Appendix B.
PRINCIPAL RISK FACTORS OF INVESTING IN THE FUNDS
Each Fund may invest in various types of securities or use certain
investment techniques to achieve its investment objective of long-term growth of
capital. The following is a summary of the principal risks associated with such
securities and investment techniques. Each Fund has the same investment
objective, policies and strategies, so the principal risks are the same for each
Fund. Additional information about these risks is included in each Fund's
Prospectus. As with any security, an investment in either Fund involves certain
risks, including loss of principal. The fact that a particular risk is not
identified does not indicate that a Fund does not invest its assets in, or is
precluded from investing its assets in, securities that give rise to that risk.
Information about additional investment techniques that the Funds may utilize
and related risks is included in Appendix B.
RISK FACTORS OF THE FUNDS
The biggest risk is that the Fund's returns may vary, and you could lose
money. Each Fund is designed for long-term investors interested in an equity
portfolio, including common stocks. Common stocks tend to be more volatile than
many other investment choices.
8
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.
Regardless of how well individual companies perform, the value of each Fund's
portfolio could also decrease if there are deteriorating economic or market
conditions, including, but not limited to, a general decline in prices on the
stock markets, a general decline in real estate markets, a decline in
commodities prices, or if the market favors different types of securities than
the types of securities in which the Fund invests. If the value of a Fund's
portfolio decreases, a Fund's net asset value ("NAV") will also decrease, which
means if you sell your shares in the Fund you may lose money.
Investment Process Risk. The proprietary mathematical investment process
used by INTECH may not achieve the desired results. Additionally, the
rebalancing techniques used by INTECH may result in a higher portfolio turnover
rate and related expenses compared to a "buy and hold" fund strategy. There is a
risk that if INTECH's method of identifying stocks with higher volatility than
the benchmark index or its method of identifying stocks that tend to move in the
same or opposite direction relative to each other (correlation) does not result
in selecting stocks with continuing volatility or the expected correlation, a
Fund may not outperform the benchmark index.
Portfolio Turnover Risk. Increased portfolio turnover may result in higher
costs for brokerage commissions, dealer mark-ups, and other transaction costs.
Higher costs associated with increased portfolio turnover may offset gains in
the Fund's performance.
Derivatives Risk. Derivatives can be highly volatile and involve risks in
addition to the risks of the underlying referenced securities. Gains or losses
from derivatives can be substantially greater than the derivatives' original
cost, and can therefore involve leverage. Derivatives can be complex instruments
and may involve analysis that differs from that required for other investment
types used by a Fund. If the value of a derivative does not correlate well with
the particular market or other asset class to which the derivative is intended
to provide exposure, the derivative may not have the anticipated effect.
Derivatives can also reduce the opportunity for gain or result in losses by
offsetting positive returns in other investments. Derivatives can be less liquid
than other types of investments. Derivatives entail the risk that the
counterparty will default on its payment obligations to a Fund. If the
counterparty to a derivative transaction defaults, a Fund would risk the loss of
the net amount of the payments that it contractually is entitled to receive.
An investment in each Fund is not a bank deposit and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other government
agency.
FREQUENTLY ASKED QUESTIONS ABOUT PRINCIPAL INVESTMENT STRATEGIES
The following questions and answers are designed to help you better
understand each Fund's principal investment strategies.
1. HOW ARE COMMON STOCKS SELECTED?
INTECH applies a mathematical investment process to construct an investment
portfolio for each Fund. INTECH developed the formulas underlying this
mathematical investment process.
The mathematical investment process is designed to take advantage of market
volatility (variation in stock prices), rather than using fundamental research
or market/economic trends to predict the future returns of stocks. The process
seeks, over time, to generate a return in excess of a Fund's benchmark index
over the long term, while controlling the risk relative to the benchmark index.
The mathematical investment process involves:
- selecting stocks primarily from stocks within the Fund's benchmark
index;
- periodically determining a target weighting of these stocks and
rebalancing to the target weighting; and
- monitoring the total risk and volatility of the Fund's holdings with
respect to its benchmark index.
INTECH seeks, over time, to outperform each Fund's benchmark index through
its mathematical investment process. INTECH seeks to identify stocks for each
Fund in a manner that does not increase the overall portfolio volatility above
that of the benchmark index. More volatile stocks may tend to reside on the
smaller cap end of the benchmark index. INTECH employs risk controls designed to
minimize the risk of significant underperformance relative to the benchmark
index. However, the proprietary mathematical investment process used by INTECH
may not achieve the desired results.
9
Each Fund may use exchange-traded funds, as well as futures, options, and
other derivatives, to gain exposure to the stock market pending investment of
cash balances or to meet liquidity needs.
2. ARE THE SAME CRITERIA USED TO SELECT FOREIGN SECURITIES?
Generally, yes. To the extent that foreign securities may be included in a
Fund's benchmark index, INTECH's mathematical investment process may select
foreign securities from within the benchmark index, regardless of where a
company is located. There are no limitations on the countries in which a Fund
may invest.
RISKS
Because each Fund may invest substantially all of its assets in common
stocks, the main risk is the risk that the value of the stocks it holds might
decrease in response to the activities of an individual company or in response
to general market and/or economic conditions. If this occurs, a Fund's share
price may also decrease.
Each Fund's performance may also be significantly affected, positively or
negatively, by certain types of investments, such as foreign (non-U.S.)
securities, derivative investments, non-investment grade bonds ("junk bonds"),
initial public offerings ("IPOs"), or securities of companies with relatively
small market capitalizations. IPOs and other types of investments may have a
magnified performance impact on a fund with a small asset base. A Fund may not
experience similar performance as its assets grow.
Janus Capital manages many funds and numerous other accounts. Management of
multiple accounts may involve conflicts of interest among those accounts, and
may create potential risks, such as the risk that investment activity in one
account may adversely affect another account. For example, short sale activity
in an account could adversely affect the market value of long positions in one
or more other accounts (and vice versa). Additionally, Janus Capital is the
adviser to the Janus "funds of funds," which are funds that invest primarily in
other underlying mutual funds managed by Janus Capital. Because Janus Capital is
the adviser to the Janus "fund of funds" and the funds, it is subject to certain
potential conflicts of interest when allocating the assets of the Janus "fund of
funds" among such funds. To the extent that a Fund is an underlying fund in a
Janus "fund of funds," a potential conflict of interest arises when allocating
the assets of the Janus "fund of funds" to that Fund. Purchases and redemptions
of fund shares by a Janus "fund of funds" due to reallocations or rebalancings
may result in a fund having to sell securities or invest cash when it otherwise
would not do so. Such transactions could accelerate the realization of taxable
income if sales of securities resulted in gains and could also increase a fund's
transaction costs. Large redemptions by a Janus "fund of funds" may cause a
Fund's expense ratio to increase due to a resulting smaller asset base. A
further discussion of potential conflicts of interest and a discussion of
certain procedures intended to mitigate such potential conflicts are contained
in each Fund's Statement of Additional Information.
FREQUENTLY ASKED QUESTIONS ABOUT CERTAIN RISKS
The following questions and answers are designed to help you better
understand some of the risks of investing in each Fund.
1. 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.
2. HOW COULD A FUND'S INVESTMENTS IN FOREIGN SECURITIES AFFECT ITS PERFORMANCE?
As previously noted, to the extent that foreign securities may be included
in a Fund's benchmark index, INTECH's mathematical investment process may select
foreign debt and equity securities. Investments in foreign securities, including
those of foreign governments, may involve greater risks than investing in
domestic securities because a Fund's performance may depend on factors other
than the performance of a particular company. These factors include:
- Currency Risk. As long as a Fund holds a foreign security, its value
will be affected by the value of the local currency relative to the
U.S. dollar. When a Fund sells a foreign currency denominated
security, its value may be worth less in U.S. dollars even if the
security increases in value in its home country. U.S.
dollar-denominated
10
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.
3. HOW DOES A FUND TRY TO REDUCE RISK?
Each Fund's subadviser, INTECH, approaches risk management from a
perspective that evaluates risk relative to a direct investment in the benchmark
index. Risk controls are designed to minimize the risk of significant
underperformance relative to the benchmark index.
Each Fund normally remains as fully invested as possible and does not seek
to lessen the effects of a declining market through hedging or temporary
defensive positions. However, it may invest in exchange-traded funds or use
futures and options to gain exposure to the stock market pending investment of
cash balances or to meet liquidity needs. There is no guarantee that these types
of derivative investments will work and their use could cause lower returns or
even losses to the Fund.
GENERAL PORTFOLIO POLICIES
Unless otherwise stated, the following general policies apply to each Fund.
Except for a Fund's policies with respect to borrowing, the percentage
limitations described 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 normally remains as fully invested as possible and do not seek to
lessen the effects of a declining market through hedging or temporary defensive
positions. Each Fund may use exchange-traded funds, as well as futures, options,
and other derivatives, to gain exposure to the stock market pending investment
of cash balances or to meet liquidity needs. There is no guarantee that these
types of derivative investments will work and their use could cause lower
returns or even losses to a Fund. To the extent the 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.
PORTFOLIO TURNOVER
In general, each Fund intends to purchase securities for long-term
investment, although, to a limited extent, portfolio securities may be held for
relatively shorter periods. Short-term transactions may also result from
liquidity needs, securities having reached a price objective, changes in the
credit standing of an issuer, or by reason of economic or other
11
developments not foreseen at the time of the investment. As a result of INTECH's
mathematical investment process, a Fund may sell one security and simultaneously
purchase the same or a comparable security. Portfolio turnover may also be
affected by market conditions, changes in the size of a Fund, and the nature of
a Fund's investments. Portfolio turnover rates are not a factor in making buy
and sell decisions.
The rebalancing techniques used by each Fund may result in a higher
portfolio turnover compared to a "buy and hold" fund strategy. INTECH
periodically rebalances the stocks in the portfolio to their target weighting
versus each Fund's benchmark index, as determined by INTECH's mathematical
investment process.
Increased portfolio turnover may result in higher costs for brokerage
commissions, dealer mark-ups, and other transaction costs, and may also result
in taxable capital gains. Higher costs associated with increased portfolio
turnover may offset gains in a Fund's performance.
COUNTERPARTIES
Fund transactions involving a counterparty are subject to the risk that the
counterparty or third party will not fulfill its obligation to a Fund
("counterparty risk"). Counterparty risk may arise because of the counterparty's
financial condition (i.e., financial difficulties, bankruptcy, or insolvency),
market activities and developments, or other reasons, whether foreseen or not. A
counterparty's inability to fulfill its obligation may result in significant
financial loss to the Fund. A Fund may not recover its investment or may obtain
a limited recovery, and/or recovery may be delayed.
Each Fund may be exposed to counterparty risk through participation in
various programs including, but not limited to, lending its securities to third
parties, cash sweep arrangements whereby a Fund's cash balance is invested in
one or more money market funds, as well as investments in, but not limited to,
repurchase agreements, debt securities, and derivatives, including various types
of swaps, futures, and options. Each Fund intends to enter into financial
transactions with counterparties that Janus Capital believes to be creditworthy
at the time of the transaction. There is always the risk that Janus Capital's
analysis of creditworthiness is incorrect or may change due to market
conditions. To the extent that a Fund focuses its transactions with a limited
number of counterparties, it will be more susceptible to the risks associated
with one or more counterparties.
OTHER TYPES OF INVESTMENTS
Unless otherwise stated within its specific investment policies, each Fund
may also invest in other types of domestic and foreign securities and use other
investment strategies, as described in Appendix B. These securities and
strategies are not principal investment strategies of a Fund. If successful,
they may benefit a Fund by earning a return on the Fund's assets or reducing
risk; however, they may not achieve the Fund's investment objective. These
securities and strategies may include:
- debt securities
- exchange-traded funds
- indexed/structured securities
- 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
- securities purchased on a when-issued, delayed delivery, or forward
commitment basis
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.
12
SECURITIES LENDING
A Fund may seek to earn additional income through lending its securities to
certain qualified broker-dealers and institutions. Each Fund may lend portfolio
securities on a short-term or long-term basis, up to one-third of its total
assets as determined at the time of the loan. When a Fund lends its securities,
it receives collateral (including cash collateral), at least equal to the value
of securities loaned. There is the risk that when portfolio securities are lent,
the securities may not be returned on a timely basis, and the Fund may
experience delays and costs in recovering the security or gaining access to the
collateral. If the Fund is unable to recover a security on loan, the Fund may
use the collateral to purchase replacement securities in the market. There is a
risk that the value of the collateral could decrease below the cost of the
replacement security by the time the replacement investment is made, resulting
in a loss to the Fund.
COMPARISON OF FEES AND EXPENSES
Currently, the Funds have substantially similar investment advisory
agreements and performance fee structure. Each Fund pays an investment advisory
fee that may adjust up or down from 0.50% based on the Fund's performance
relative to its benchmark index - the S&P 500(R) Index.
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 INTECH Risk-Managed Core Fund versus JIF INTECH
Risk-Managed Core Fund, and show the projected ("pro forma") estimated fees and
expenses of JIF INTECH Risk-Managed Core Fund, assuming consummation of the
Reorganization as of October 31, 2008. Fees and expenses shown for JAD INTECH
Risk-Managed Core Fund were determined based on the Fund's net assets as of its
fiscal year ended July 31, 2008. The pro forma fees and expenses shown for JIF
INTECH Risk-Managed Core Fund were determined based on the Fund's net assets as
of its fiscal year ended October 31, 2008. The pro forma fees and expenses are
estimated in good faith and are hypothetical. THE FUNDS WILL NOT BEAR ANY COSTS
IN CONNECTION WITH THE REORGANIZATION.
SHAREHOLDER FEES
Shareholder fees are those paid directly from your investment, such as
sales loads and redemption fees. JIF INTECH Risk-Managed Core Fund currently
does not offer Class A, C, I, and S Shares. Upon the consummation of the
Reorganization, shares of Class A, C, I and S of JIF INTECH Risk-Managed Core
Fund will be established to correspond with the shares of the same classes of
JAD INTECH Risk-Managed Core Fund. Class A, C, I and S shares of JIF INTECH
Risk-Managed Core Fund will have substantially the same class characteristics as
the Class A, C, I and S Shares of JAD INTECH Risk-Managed Core Fund,
respectively.
SHAREHOLDER FEES(1)(2) (PAID DIRECTLY FROM YOUR INVESTMENT)
CLASS A CLASS C CLASS I CLASS S
------- ------- ------- -------
JAD INTECH RISK-MANAGED CORE FUND /
JIF INTECH RISK-MANAGED CORE FUND (PRO FORMA)
Maximum Sales Charge (load) Imposed on Purchases (as a % of
offering price) 5.75%(3) 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
Redemption Fee None None 2.00(6)(7) 2.00(6)(7)
Exchange Fee None None None(7) None(7)
----------
(1) JIF INTECH Risk-Managed Core Fund currently does not offer Class A, Class
C, Class I and Class S shares. Upon the consummation of the Reorganization,
shares of these classes of JIF INTECH Risk-Managed Core Fund will be
established to correspond with shares of JAD INTECH Risk-Managed Core 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).
(6) The redemption fee may be waived in certain circumstances, as described in
the Shareholder's Guide (attached hereto as Appendix C).
(7) An exchange of Shares from each Fund held for 90 days or less may be
subject to the Fund's 2.00% redemption fee.
13
ANNUAL FUND OPERATING EXPENSES
Annual fund operating expenses are paid out of a Fund's assets and include
fees for portfolio management, maintenance of shareholder accounts, shareholder
servicing, accounting, and other services. You do not pay these fees directly,
but as the examples below show, these costs are borne indirectly by all
shareholders.
The Annual Fund Operating Expenses shown below represent annualized
expenses for the fiscal year ended July 31, 2008 for JAD INTECH Risk-Managed
Core Fund and those projected for JIF INTECH Risk-Managed Core 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 INTECH Risk-Managed Core 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 INTECH Risk-Managed Core Fund since, as noted
above, the Fund does not currently offer any Class A, C, I and S Shares. The pro
forma information in the "Annual Fund Operating Expenses" table below assumes
that JIF INTECH Risk-Managed Core 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 0.50%. 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 INTECH
Risk-Managed Core Fund, Janus Capital reduces its investment advisory fee rate
paid by JAD INTECH Risk-Managed Core Fund by the amount by which the total
operating expenses allocated to any class of the Fund exceed 0.60% 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 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 INTECH Risk-Managed Core
Fund but, assuming consummation of the Reorganization, Janus Capital has
contractually agreed to reduce its investment advisory fee paid by JIF INTECH
Risk-Managed Core Fund by the amount, if any, by which the total operating
expenses allocated to any class exceed 0.89% of average daily net assets for the
fiscal year until at least November 1, 2010. Notwithstanding the change in the
expense limitation rate, the expense limitation agreement for JIF INTECH
Risk-Managed Core Fund, post-Reorganization, is similar to the expense
limitation agreement currently in effect for JAD INTECH Risk-Managed Core Fund
with the exception that performance adjustments to the investment advisory fee
are now excluded from the expense limit. (Please note that JIF INTECH
Risk-Managed Core Fund has a higher expense limitation than JAD INTECH
Risk-Managed Core Fund which may result in higher net fund annual fund operating
expenses.)
Based on expenses and asset levels of JIF INTECH Risk-Managed Core Fund as
of October 31, 2008, assuming consummation of the Reorganization, the estimated
pro forma expense ratio of JIF INTECH Risk-Managed Core Fund shows that no fees
are being waived. Changes to expenses and asset levels of both JAD INTECH
Risk-Managed Core Fund and JIF INTECH Risk-Managed Core Fund at the time of the
Reorganization could trigger application of JIF INTECH Risk-Managed Core Fund's
anticipated expense limit of 0.89% (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 the investment advisory fee payable
to Janus Capital by JIF INTECH Risk-Managed Core 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.
14
ANNUAL FUND OPERATING EXPENSES (DEDUCTED FROM FUND ASSETS)(1)
DISTRIBUTION / ACQUIRED TOTAL ANNUAL
MANAGEMENT SERVICE (12B-1) OTHER FUND(5) FEES FUND OPERATING
FEE(2) FEES(3) EXPENSES(4) AND EXPENSES EXPENSES(6)
---------- --------------- ----------- ------------ --------------
JAD INTECH RISK-MANAGED CORE FUND(7)/
JIF INTECH RISK-MANAGED CORE FUND (PRO FORMA ASSUMING CONSUMMATION OF THE REORGANIZATION
ONLY)
Class A Shares
CURRENT 0.38% 0.25% 0.22% 0.00% 0.85%
Pro Forma 0.37% 0.25% 0.18% 0.01% 0.81%
Class C Shares
CURRENT 0.38% 1.00% 0.23% 0.00% 1.61%
Pro Forma 0.37% 1.00% 0.19% 0.01% 1.57%
Class I Shares
CURRENT 0.38% N/A 0.16% 0.00% 0.54%
Pro Forma 0.37% N/A 0.13% 0.01% 0.51%
Class S Shares
CURRENT 0.38% 0.25% 0.39% 0.00% 1.02%
Pro Forma 0.37% 0.25% 0.38% 0.01% 1.01%
----------
(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
S Shares, Other Expenses include an administrative services fee of 0.25% of
the average daily net assets of each class to compensate Janus Services LLC
for providing, or arranging for the provision of, recordkeeping,
subaccounting, and administrative services to retirement plan participants,
pension plan participants, or other underlying investors investing through
institutional channels.
(5) "Acquired Fund" means any underlying fund (including, but not limited to,
exchange-traded funds) in which a Fund invests or has invested during the
period. A Fund's "ratio of gross expenses to average net assets" appearing
in the Financial Highlights tables in the Fund's current prospectus does
not include Acquired Fund Fees and Expenses and may not correlate to the
Total Annual Fund Operating Expenses shown in the table above. Amounts less
than 0.01%, if applicable, are included in Other Expenses.
(6) Total Annual Fund Operating Expenses do not reflect the application of
contractual expense waivers by Janus Capital. Janus Capital has
contractually agreed to waive the total operating expenses of (i) JAD
INTECH Risk-Managed Core Fund and (ii) assuming the consummation of the
Reorganization, JIF INTECH Risk-Managed Core Fund post-Reorganization
(excluding any performance adjustments applicable to JIF INTECH
Risk-Managed Core Fund post-Reorganization, the distribution and
shareholder servicing fees (applicable to Class A Shares, Class C Shares
and Class S Shares), administrative services fees (applicable to 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 0.60% and 0.89%,
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 INTECH Risk-Managed Core Fund post-Reorganization will be
in effect, unless terminated, revised, or extended, until at least November
1, 2010. Refer to "Expense Limitations" in this Prospectus/Information
Statement for the Funds' expense limit. With the waiver, Net Annual Fund
Operating Expenses for each Fund are as follows:
JIF INTECH RISK-MANAGED
JAD INTECH RISK- CORE FUND
MANAGED CORE FUND (PRO FORMA)
----------------- -----------------------
Class A 0.85% 0.81%
Class C 1.60% 1.57%
Class I 0.54% 0.51%
Class S 1.02% 1.01%
(7) Each Fund pays an investment advisory fee rate that adjusts up or down
based upon the Fund's performance relative to its benchmark index during a
measuring period. This fee rate, prior to any performance adjustment, is
0.50%, and may go up or down by a variable of up to 0.15% (assuming
constant assets) on a monthly basis. Any such adjustment to this fee rate
commenced January 2007 and may increase or decrease the Management Fee.
Refer to "Management Expenses" in the JAD INTECH Risk-Managed Core 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.
15
EXAMPLES:
THE FOLLOWING EXAMPLES ARE BASED ON EXPENSES WITHOUT WAIVERS AS DISCUSSED
ABOVE UNDER "EXPENSE LIMITATIONS." These examples are intended to help you
compare the cost of investing in the Funds with the cost of investing in other
mutual funds. The examples assume that you invest $10,000 in the Funds for the
time periods indicated and reinvest all dividends and distributions without a
sales charge. The examples also assume that your investment has a 5% return each
year and that the Funds' operating expenses without waivers remain the same. The
first example assumes that you redeem all of your Shares at the end of each
period. The second example assumes that you keep your Shares. Although your
actual costs may be higher or lower, based upon these assumptions your costs
would be as follows:
IF YOU REDEEM YOUR SHARES: *
1 YEAR(1)(2)(3) 3 YEARS(1)(4) 5 YEARS(1)(4) 10 YEARS(1)(4)
--------------- ------------- ------------- --------------
JAD INTECH RISK-MANAGED CORE FUND/
JIF INTECH RISK-MANAGED CORE FUND (PRO FORMA ASSUMING CONSUMMATION OF THE
REORGANIZATION ONLY)
Class A Shares
CURRENT $657 $831 $1,019 $1,564
Pro Forma $653 $819 $ 999 $1,519
Class C Shares
CURRENT $264 $508 $ 876 $1,911
Pro Forma $260 $496 $ 855 $1,867
Class I Shares
CURRENT $ 55 $173 $ 302 $ 677
Pro Forma $ 52 $164 $ 285 $ 640
Class S Shares
CURRENT $104 $325 $ 563 $1,248
Pro Forma $103 $322 $ 558 $1,236
IF YOU DO NOT REDEEM YOUR SHARES: *
1 YEAR (1) 3 YEARS(1) 5 YEARS(1) 10 YEARS(1)
--------------- ------------- ------------- --------------
JAD INTECH RISK-MANAGED CORE FUND/
JIF INTECH RISK-MANAGED CORE FUND (PRO FORMA ASSUMING CONSUMMATION OF THE
REORGANIZATION ONLY)
Class A Shares
CURRENT $657 $831 $1,019 $1,564
Pro Forma $653 $813 $ 999 $1,519
Class C Shares
CURRENT $164 $508 $ 876 $1,911
Pro Forma $160 $490 $ 855 $1,867
Class I Shares
CURRENT $ 55 $173 $ 302 $ 677
Pro Forma $ 52 $164 $ 285 $ 640
Class S Shares
CURRENT $104 $325 $ 563 $1,248
Pro Forma $103 $322 $ 558 $1,236
----------
(1) Assumes the payment of the maximum initial sales charge on Class A Shares
at the time of purchase for the Funds. The sales charge may be waived or
reduced for certain investors, which would reduce the expenses for those
investors.
(2) A contingent deferred sales charge of up to 1.00% may be imposed on certain
redemptions of Class A Shares bought without an initial sales charge and
then redeemed within 12 months of purchase. The contingent deferred sales
charge is not reflected in the example.
(3) A contingent deferred sales charge of 1.00% applies on Class C Shares
redeemed within 12 months of purchase. The contingent deferred sales charge
may be waived for certain investors, as described in the Shareholder's
Guide (attached hereto as Appendix C).
(4) Contingent deferred sales charge is not applicable.
* The pro forma numbers shown for each class of shares of the Fund include a
pro forma management fee calculated as described in the text and related
footnotes that accompany the fee table above.
COMPARISON OF FUND PERFORMANCE
The following information provides some indication of the risks of
investing in the Funds by showing how each Fund's actual performance has varied
over time. The bar charts depict the change in performance from year to year
during the periods indicated. The bar chart figures do not include any
applicable sales charges that an investor may pay when they buy or sell shares
of a Fund. If sales charges were included, the returns would be lower. The table
following the charts shows how the performance of each Fund compares to a
broad-based market index (which, unlike the Funds, do not have
16
any fees or expenses). Each Fund's performance is compared to the S&P 500(R)
Index. After the Reorganization, it is expected that JIF INTECH Risk-Managed
Core Fund will continue to compare its performance to the S&P 500(R) 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 INTECH RISK-MANAGED CORE FUND - CLASS S
Annual returns for periods ended 12/31
17.78% 11.29% 11.02% 6.21% (35.97)%
2004 2005 2006 2007 2008
Best Quarter: ______________ Worst Quarter: ________________
The Fund's year-to-date return as of the calendar quarter ended [__________].
JIF INTECH RISK-MANAGED CORE FUND
Annual returns for periods ended 12/31
17.68% 11.06% 11.37% 6.40% (36.57)%
2004 2005 2006 2007 2008
Best Quarter: ______________ Worst Quarter: _________________
The Fund's year-to-date return as of the calendar quarter ended [__________].
AVERAGE ANNUAL TOTAL RETURNS (%) AS OF 12/31/08
Since
1 Year(1) 5 Years 10 Years Inception(2)
--------- ------- -------- ------------
JAD INTECH RISK-MANAGED CORE FUND
Class S Shares(3)
Return Before Taxes (35.97)% (0.21)% N/A 3.57%
Return After Taxes on Distributions (36.11)% (1.13)% N/A 2.67%
Return After Taxes on Distributions and
Sale of Fund Shares(4) (23.20)% (0.16)% N/A 3.03%
Class A Shares(5)
Return Before Taxes(6) (39.60)% (1.30)% 0.00% 2.53%
Class C Shares(7)
Return Before Taxes (37.02)% (0.21)% N/A 3.00%
Class I Shares(8)
Return Before Taxes (35.73)% (0.16)% N/A 3.57%
S&P 500(R) Index(9)
(reflects no deduction for expenses,
fees, or taxes) (37.00)% (2.19)% (1.38)% 1.83%
JIF INTECH RISK-MANAGED CORE FUND(10)
Return Before Taxes (36.57)% (0.35)% N/A 4.51%
Return After Taxes on Distributions (36.74)% (1.29)% N/A 3.55%
Return After Taxes on Distributions and
Sale of Fund Shares(4) (23.56)% (0.13)% N/A 3.99%
S&P 500(R) Index(9)
(reflects no deduction for expenses, fees,
or taxes) (37.00)% (2.19)% (1.38)% 3.19%
----------
(1) Calculated to include contingent deferred sales charge applicable to Class
C Shares
(2) The inception date for JIF INTECH Risk-Managed Core Fund is February 28,
2003.
(3) Class S Shares (formerly named Class I Shares) of the Fund commenced
operations on January 2, 2003. The performance shown for periods following
the Fund's commencement of Class S Shares reflects the fees and expenses of
Class S Shares, net of any fee and expense limitations or waivers.
(4) If the Fund incurs a loss, which generates a tax benefit, the Return After
Taxes on Distributions and Sale of Fund Shares may exceed the Fund's other
return figures.
(5) Class A Shares of the Fund commenced operations on September 30, 2004. The
performance shown for Class A Shares reflect the performance of each class
from September 30, 2004 to December 31, 2008, the performance of the Fund's
Class S Shares from January 2, 2003 to September 30, 2004. The performance
shown for certain periods prior to the Fund's commencement of Class A
Shares was calculated using the fees and expenses of Class A Shares,
respectively, without the effect of any fee and expense limitations or
waivers. The performance shown for periods following the Fund's
commencement of Class A Shares reflects the fees and expenses of Class A,
Shares, respectively, net of any fee and expense limitations or waivers.
(6) Calculated assuming maximum permitted sales loads.
(7) Class C Shares of the Fund commenced operations on January 2, 2003. The
performance shown for periods following the Fund's commencement of Class C
Shares reflects the fees and expenses of Class C Shares, net of any fee and
expense limitations or waivers.
(8) Class I Shares of the Fund commenced operations on November 28, 2005. The
performance shown for Class I Shares reflects the performance of the Fund's
Class I Shares from November 28, 2005 to December 31, 2008, the performance
of the Fund's Class S Shares from January 2, 2003 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.
(9) The Standard & Poor's ("S&P") 500(R) Index is a commonly recognized,
market-capitalization weighted index of 500 widely held equity securities,
designed to measure broad U.S. equity performance.
(10) Formerly named INTECH Risk-Managed Stock Fund.
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
17
differ from those shown in the preceding table. The after-tax return information
shown above does not apply to Fund shares held through a tax-deferred account,
such as a 401(k) plan or IRA.
Current performance may be higher or lower than the performance data shown
above. For more recent performance information, visit Janus' website at
www.janus.com/info.
DISTRIBUTION AND PURCHASE PROCEDURES, EXCHANGE RIGHTS, AND REDEMPTION PROCEDURES
Class A, C, I and S Shares of JIF INTECH Risk-Managed Core Fund will have
substantially similar class characteristics as the Class A, C, I and S Shares of
JAD INTECH Risk-Managed Core Fund, respectively. Upon the consummation of the
Reorganization, shares of these classes of JIF INTECH Risk-Managed Core Fund
will be established to correspond with shares of JAD INTECH Risk-Managed Core
Fund. For additional information about purchase procedures, exchange rights and
redemption procedures, please refer to the Shareholder's Guide, attached as
Appendix C.
Janus Capital manages both JAD INTECH Risk-Managed Core Fund and JIF INTECH
Risk-Managed Core 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 INTECH Risk-Managed Core Fund will have
purchase, exchange, and redemption procedures for Class A, C, I and S Shares
that are the same or similar to those of the corresponding share classes in JAD
INTECH Risk-Managed Core 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 INTECH Risk-Managed Core Fund will continue to be subject to
the same procedures and receive the same services as shareholders of JIF INTECH
Risk-Managed Core Fund, as they currently do as shareholders of JAD INTECH
Risk-Managed Core Fund.
CALCULATION OF NET ASSET VALUE
The Funds each calculate their respective net asset value per share ("NAV")
once each business day at the close of the regular trading session of the New
York Stock Exchange (normally 4:00 p.m. Eastern time). For additional
information about calculation of NAV, please refer to the Shareholder's Guide,
attached as Appendix C.
DIVIDENDS AND DISTRIBUTIONS
A detailed description of each Fund's policy with respect to dividends and
distributions is available in the "Distributions" section of JAD INTECH
Risk-Managed Core 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
INTECH Risk-Managed Core 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 INTECH Risk-Managed Core 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 INTECH
Risk-Managed Core Fund's Prospectus, which is incorporated by reference herein,
and in Appendix C.
18
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 INTECH Risk-Managed Core Fund's acquisition
of all or substantially all of the assets of JAD INTECH Risk-Managed Core Fund
in exchange solely for shares of JIF INTECH Risk-Managed Core Fund and the
assumption by JIF INTECH Risk-Managed Core Fund of all of JAD INTECH
Risk-Managed Core 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
INTECH Risk-Managed Core Fund; and (iii) the complete liquidation of JAD INTECH
Risk-Managed Core Fund.
The value of JAD INTECH Risk-Managed Core Fund's assets to be acquired and
the amount of its liabilities to be assumed by JIF INTECH Risk-Managed Core Fund
and the NAV of a share of JAD INTECH Risk-Managed Core Fund will be determined
as of the close of regular trading on the New York Stock Exchange ("NYSE") on
the Closing Date, after the declaration by JAD INTECH Risk-Managed Core Fund of
distributions, if any on the Closing Date, and will be determined in accordance
with the valuation methodologies described in JAD INTECH Risk-Managed Core
Fund's currently effective Prospectuses and Statement of Additional Information.
The Plan provides that Janus Capital will bear all costs and expenses of the
Reorganization, including the costs and expenses incurred in the preparation and
mailing of this Prospectus/Information Statement. The Closing Date is expected
to be on or about July 6, 2009.
As soon as practicable after the Closing Date, JAD INTECH Risk-Managed Core
Fund will distribute pro rata to its shareholders of record the shares of JIF
INTECH Risk-Managed Core Fund it receives in the Reorganization, so that each
shareholder of JAD INTECH Risk-Managed Core Fund will receive a number of full
and fractional shares of JIF INTECH Risk-Managed Core Fund equal in value to his
or her holdings in JAD INTECH Risk-Managed Core Fund, and JAD INTECH
Risk-Managed Core Fund will be liquidated.
Such distribution will be accomplished by opening accounts on the books of
JIF INTECH Risk-Managed Core Fund in the names of JAD INTECH Risk-Managed Core
Fund shareholders and by transferring thereto the shares of JIF INTECH
Risk-Managed Core Fund previously credited to the account of JAD INTECH
Risk-Managed Core Fund on those books. Each shareholder account shall be
credited with the pro rata number of JIF INTECH Risk-Managed Core Fund's shares
due to that shareholder. All issued and outstanding shares of JAD INTECH
Risk-Managed Core Fund will simultaneously be canceled on the books of the JAD
Trust. Accordingly, immediately after the Reorganization, each former
shareholder of JAD INTECH Risk-Managed Core Fund will own shares of JIF INTECH
Risk-Managed Core Fund that will be equal to the value of that shareholder's
shares of JAD INTECH Risk-Managed Core Fund as of the Closing Date. Any special
options will automatically transfer to the new fund accounts.
The implementation of the Reorganization is subject to a number of
conditions set forth in the Plan. The Plan also requires receipt of a tax
opinion indicating that, for federal income tax purposes, the Reorganization
qualifies as a tax-free reorganization. The Plan may be terminated and the
Reorganization abandoned at any time prior to the Closing Date by the Boards of
Trustees if the Trustees determine that the Reorganization is not in the best
interests of the Funds. Please review the Plan carefully.
REASONS FOR THE REORGANIZATION
The Reorganization is part of some significant enhancements Janus Capital
has recently undertaken to reorganize and simplify its mutual fund offerings.
Janus Capital believes that these enhancements will provide both meaningful
short- and long-term benefits to fund shareholders. Janus Capital has
historically organized its retail mutual funds into two separate and distinct
trusts with different distribution models and pricing structures. Over time, the
funds offered under these two trusts have been substantially similar. Given
Janus Capital's evolving distribution model focused on servicing the
intermediary and advisor marketplace and the overlapping similarity of fund
offerings in the two trusts, Janus Capital believes that it is in the best
interests of all fund shareholders to merge funds of the two trusts that have
the same or substantially similar investment objectives, strategies, policies
and risks. These reorganizations will create one mutual fund platform with
multi-share class pricing intended to meet the needs of all investor types.
Through the reorganizations, shareholders are expected to benefit from the
following:
19
- 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 difference
types of shareholders to invest in the same Janus fund providing
shareholders more investment options and the opportunity to invest in
funds that have a more stable asset base.
It is also noteworthy that the Reorganization is designed to qualify as a
tax-free reorganization, so shareholders of JAD INTECH Risk-Managed Core 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 meeting, the Independent Trustees also
discussed this proposal and the Plan with their independent counsel in executive
session. During the course of these meetings, the Trustees requested and
considered such information as they deemed relevant to their deliberations.
At the joint meeting of the Boards of Trustees of the JIF Trust and the JAD
Trust held on March 12, 2009, the Trustees determined that (1) the
Reorganization is in the best interests of the shareholders of JAD INTECH
Risk-Managed Core Fund and JIF INTECH Risk-Managed Core 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 INTECH Risk-Managed Core Fund has the same investment objective,
strategies, policies and risks as JIF INTECH Risk-Managed Core Fund
and the two Funds have been 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
significantly larger Fund and potentially benefit from long-term
economies of scale that may result from the Reorganization.
(6) Fund expenses are not expected to increase materially as a result of
the Reorganization, and Janus Capital anticipates that in the future,
the elimination of some duplicative expenses and the opportunity for
economies of scale may result in lower future fund expenses (other
than management fees).
(7) Both Funds use the same performance fee structure in accordance with
which the advisory fees 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 S&P 500(R) 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 INTECH Risk-Managed Core 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
20
single fund rather than two separate funds with substantially the same
investment objective, strategies, policies and risks.
(10) The Reorganization would not dilute the interests of either Fund's
current shareholders.
(11) The impact of the Reorganization on the ability of JIF INTECH
Risk-Managed Core Fund to benefit from using a portion of the realized
capital losses generated by JAD INTECH Risk-Managed Core Fund and JIF
INTECH Risk-Managed Core Fund, as applicable, to offset or defer
future gains on the sales of securities in certain circumstances.
(12) The Reorganization, for each Fund and its shareholders, is expected to
be tax-free in nature.
(13) JAD INTECH Risk-Managed Core Fund's shareholders will not pay any of
the costs of the Reorganization, and immediately after the
Reorganization, the value of their shares in JIF INTECH Risk-Managed
Core Fund will be the same as the value of their JAD INTECH
Risk-Managed Core 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 INTECH Risk-Managed Core Fund and JIF INTECH Risk-Managed Core
Fund and their respective shareholders; and (2) the interests of the existing
shareholders of each Fund will not be diluted as a result of the Reorganization.
Accordingly, the Trustees approved the Plan.
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 INTECH
Risk-Managed Core Fund solely in exchange for shares of JIF INTECH
Risk-Managed Core Fund and the assumption by JIF INTECH Risk-Managed
Core Fund of all liabilities of JAD INTECH Risk-Managed Core Fund, and
the distribution of such shares to the shareholders of JAD INTECH
Risk-Managed Core Fund, will constitute a "reorganization" within the
meaning of Section 368(a) of the Code;
- no gain or loss will be recognized by JAD INTECH Risk-Managed Core
Fund on the transfer of the assets of JAD INTECH Risk-Managed Core
Fund to JIF INTECH Risk-Managed Core Fund in exchange for JIF INTECH
Risk-Managed Core Fund shares and the assumption by JIF INTECH
Risk-Managed Core Fund of all liabilities of JAD INTECH Risk-Managed
Core Fund or upon the distribution of JIF INTECH Risk-Managed Core
Fund shares to JAD INTECH Risk-Managed Core Fund shareholders in
exchange for their shares of JAD INTECH Risk-Managed Core Fund;
- the tax basis of JAD INTECH Risk-Managed Core Fund's assets acquired
by JIF INTECH Risk-Managed Core Fund will be the same to JIF INTECH
Risk-Managed Core Fund as the tax basis of such assets to JAD INTECH
Risk-Managed Core Fund immediately prior to the Reorganization, and
the holding period of the assets of JAD INTECH Risk-Managed Core Fund
in the hands of JIF INTECH Risk-Managed Core Fund will include the
period during which those assets were held by JAD INTECH Risk-Managed
Core Fund;
- no gain or loss will be recognized by JIF INTECH Risk-Managed Core
Fund upon the receipt of the assets of JAD INTECH Risk-Managed Core
Fund solely in exchange for JIF INTECH Risk-Managed Core Fund shares
and the assumption by JIF INTECH Risk-Managed Core Fund of all
liabilities of JAD INTECH Risk-Managed Core Fund;
- no gain or loss will be recognized by shareholders of JAD INTECH
Risk-Managed Core Fund upon the receipt of JIF INTECH Risk-Managed
Core Fund shares by such shareholders, provided such shareholders
receive solely JIF INTECH Risk-Managed Core Fund shares (including
fractional shares) in exchange for their JAD INTECH Risk-Managed Core
Fund shares; and
21
- the aggregate tax basis of JIF INTECH Risk-Managed Core Fund shares,
including any fractional shares, received by each shareholder of JAD
INTECH Risk-Managed Core Fund pursuant to the Reorganization will be
the same as the aggregate tax basis of JAD INTECH Risk-Managed Core
Fund shares held by such shareholder immediately prior to the
Reorganization, and the holding period of JIF INTECH Risk-Managed Core
Fund shares, including fractional shares, to be received by each
shareholder of JAD INTECH Risk-Managed Core Fund will include the
period during which JAD INTECH Risk-Managed Core Fund shares exchanged
therefor were held by such shareholder (provided that JAD INTECH
Risk-Managed Core Fund shares were held as a capital asset on the date
of the Reorganization).
The receipt of such an opinion is a condition to the consummation of the
Reorganization. The JAD Trust has not obtained an Internal Revenue Service
("IRS") private letter ruling regarding the federal income tax consequences of
the Reorganization, and the IRS is not bound by advice of counsel. If the
transfer of the assets of JAD INTECH Risk-Managed Core Fund in exchange for JIF
INTECH Risk-Managed Core Fund shares and the assumption by JIF INTECH
Risk-Managed Core Fund of all liabilities of JAD INTECH Risk-Managed Core Fund
does not constitute a tax-free reorganization, each JAD INTECH Risk-Managed Core
Fund shareholder generally will recognize a gain or loss equal to the difference
between the value of JIF INTECH Risk-Managed Core Fund shares such shareholder
acquires and the tax basis of such shareholder's JAD INTECH Risk-Managed Core
Fund shares.
Prior to the Closing Date, JAD INTECH Risk-Managed Core 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 INTECH Risk-Managed Core 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
INTECH Risk-Managed Core Fund should also consult tax advisers as to state and
local tax consequences, if any, of the Reorganization.
As of July 31, 2008, JAD INTECH Risk-Managed Core Fund did not have any
accumulated capital loss carryforwards. As of October 31, 2008, JIF INTECH
Risk-Managed Core Fund had accumulated capital loss carryforwards of $24,849,489
to offset its capital gains. The final amount of the accumulated capital loss
carryforwards for JAD INTECH Risk-Managed Core Fund and JIF INTECH Risk-Managed
Core 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 INTECH Risk-Managed Core Fund may not be
able to use some or all of these losses, if any, as quickly as each Fund may
have used these losses in the absence of the Reorganization, and part of these
losses may not be useable at all. The Boards of Trustees of the JAD Trust and
JIF Trust took this factor into account in concluding that the Reorganization
would be in the best interests of the Funds and their shareholders.
CAPITALIZATION
The following table shows, on an unaudited basis, the capitalization as of
October 31, 2008 for JAD INTECH Risk-Managed Core Fund and JIF INTECH
Risk-Managed Core Fund, as well as pro forma capitalization giving effect to the
Reorganization:
JIF INTECH
JAD INTECH JIF INTECH Risk-Managed Core Fund
Risk-Managed Core Risk-Managed Core (pro forma after
Fund(1) Fund(2) Adjustments Reorganization)(2)
----------------- ----------------- ----------- ----------------------
CLASS A
Net Assets N/A
Net Asset Value Per Share N/A
Shares Outstanding N/A
CLASS C
Net Assets N/A
Net Asset Value Per Share N/A
Shares Outstanding N/A
CLASS I
22
Net Assets N/A
Net Asset Value Per Share N/A
Shares Outstanding N/A
CLASS R
Net Assets N/A
Net Asset Value Per Share N/A
Shares Outstanding N/A
CLASS S
Net Assets N/A
Net Asset Value Per Share N/A
Shares Outstanding N/A
JIF INTECH RISK-MANAGED CORE FUND
Net Assets
Net Asset Value Per Share
Shares Outstanding
----------
(1) JAD INTECH Risk-Managed Core Fund currently offers Class A, C, I and S
Shares.
(2) JIF INTECH Risk-Managed Core Fund currently does not designate separate
share classes. Upon the consummation of the Reorganization, Class A, C, I
and S Shares of JIF INTECH Risk-Managed Core Fund will be established with
substantially the same class characteristics as the Class A, C, I and S
Shares of JAD INTECH Risk-Managed Core Fund, respectively.
OTHER COMPARATIVE INFORMATION ABOUT THE FUNDS
INVESTMENT ADVISER
Janus Capital, 151 Detroit Street, Denver, Colorado 80206-4805, is the
investment adviser to each Fund. INTECH 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 Investment Company Act of 1940, as
amended.
From its own assets, Janus Capital or its affiliates may pay fees to
selected brokerage firms or other financial intermediaries that sell shares of
the Janus funds for distribution, marketing, promotional, or related services.
Such payments may be based on gross sales, assets under management, or
transactional charges, or on a combination of these factors. The amount of these
payments is determined from time to time by Janus Capital, may be substantial,
and may differ for different financial intermediaries. Payments based primarily
on sales create an incentive to make new sales of shares, while payments based
on assets create an incentive to retain previously sold shares. Sales- and
asset-based payments currently range up to 25 basis points on sales and up to 20
basis points on average annual net assets of shares held through the
intermediary and are subject to change. Payments based on transactional charges
may include the payment or reimbursement of all or a portion of "ticket
charges." Ticket charges are fees charged to salespersons purchasing through a
financial intermediary firm in connection with mutual fund purchases,
redemptions, or exchanges. The payment or reimbursement of ticket charges
creates an incentive for salespersons of an intermediary to sell shares of Janus
funds over shares of funds for which there is lesser or no payment or
reimbursement of any applicable ticket charge. Janus Capital and its affiliates
consider a number of factors in making payments to financial intermediaries,
including the distribution capabilities of the intermediary, the overall quality
of the relationship, expected gross and/or net sales generated by the
relationship, redemption and retention rates of assets held through the
intermediary, the willingness of the intermediary to cooperate with Janus
Capital's marketing efforts, access to sales personnel, and the anticipated
profitability of sales through
23
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 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 the Funds pay. Janus Capital pays INTECH,
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
distribution and shareholder servicing fees (12b-1 fee), transfer agent and
custodian fees and expenses, legal and auditing fees, printing and mailing costs
of sending reports and other information to existing shareholders, and
Independent Trustees' fees and expenses. The following table reflects each
Fund's base fee rate (expressed as an annual rate), as well as the actual
investment advisory fee rate paid by the 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 S&P 500(R) Index. Any adjustment to the investment
advisory fee rate was effective January 2007 for JAD INTECH Risk-Managed Core
Fund and JIF INTECH Rick-Managed Core 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 respective 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. This fourth column shows the actual amount of the investment
advisory fee rate paid by each Fund as of the end of its respective fiscal year.
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 by its performance hurdle rate
(listed in the table below), the advisory fee would increase by 0.15%.
Conversely, if a Fund underperformed its benchmark index
24
by its performance hurdle rate (listed in the table below), the advisory fee
would decrease by 0.15%. 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%.
PERFORMANCE HURDLE VS. ACTUAL INVESTMENT
BASE FEE BENCHMARK INDEX ADVISORY FEE
-------- ---------------------- -----------------
JAD INTECH RISK-MANAGED CORE FUND 0.50% +/-4% 0.38%(1)(2)
JIF INTECH RISK-MANAGED CORE FUND 0.50% +/-4% 0.33%(3)
----------
(1) For the fiscal year ended July 31, 2008.
(2) Janus Capital has agreed to limit the Fund's total operating expenses
(excluding the distribution and shareholder servicing fees (applicable to
Class A, Class C and Class S Shares), administrative services fee
(applicable to Class S Shares) and brokerage commissions, interest,
dividends, taxes, and extraordinary expenses including, but not limited to,
acquired fund fees and expenses) to a certain level until at least December
1, 2009. Application of the expense waiver and its effect on annual fund
operating expenses is reflected, when applicable, in the Annual Fund
Operating Expenses table in the "Fees and Expenses" section of this
Prospectus/Information Statement, and any additional information is
included under "Expense Limitations." The waiver is not reflected in the
contractual fee rate shown.
(3) For the fiscal year ended October 31, 2008.
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 S&P 500(R) 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"), 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 will be 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 will be equal to the time that has elapsed since
the performance-based fee structure took effect.
No Performance Adjustment will be 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 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 and the Performance Adjustment, net assets will be averaged over
different periods (average daily net assets during the previous month for the
Base Fee, 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 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 INTECH Risk-Managed Core Fund's
Load-Waived Class A Shares and the investment performance of shares of JIF
INTECH Risk-Managed Core Fund's initial share class ("Initial 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 INTECH Risk-Managed Core Fund's Load-Waived Class
A Shares or the investment performance of shares of JIF INTECH Risk-Managed Core
Fund against the cumulative investment record of that Fund's benchmark index,
Janus Capital will apply the same Performance Adjustment (positive or negative)
across each other class
25
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 will depend 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.
As of the Closing Date of the Reorganization, JIF INTECH Risk-Managed Core
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
Reorganzation, JIF INTECH Risk-Managed Core Fund will be used for comparing JIF
INTECH Risk-Managed Core Fund's performance and calculating the performance fee.
The basis for the Trustees' approval of the current investment advisory
agreement for JIF INTECH Risk-Managed Core Fund is contained in JIF INTECH
Risk-Managed Core Fund's unaudited Semiannual Report to shareholders dated April
30, 2008. The basis for the Trustees' approval of the current investment
advisory agreement for JAD INTECH Risk-Managed Core Fund is contained in JAD
INTECH Risk-Managed Core Fund's unaudited Semiannual Report to shareholders
dated January 31, 2009.
ADMINISTRATIVE SERVICES FEES
As noted above, upon the consummation of the Reorganization, Class A, C, I
and S Shares of JIF INTECH Risk-Managed Core Fund will be established with
substantially the same class characteristics as the Class A, C, I and S Shares
of JAD INTECH Risk-Managed Core Fund, respectively. There will be no change in
the terms of administrative services fees paid by shareholders of Class A, C, I
and S Shares of JAD INTECH Risk-Managed Core Fund 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 S Shares of each Fund for providing, or
arranging for the provision of, recordkeeping, subaccounting, and other
administrative services to investors. Janus Services LLC expects to use all or a
significant portion of this fee to compensate retirement plan service providers,
broker-dealers, bank trust departments, financial advisers, and other financial
intermediaries for providing these services to their customers who invest in the
Funds.
With respect to transactions in or for administrative services provided to
Class A, Class C and Class I Shares of the Funds, certain intermediaries may
charge networking, omnibus account, or other administrative fees. Transactions
may be processed through the NSCC or similar systems or processed on a manual
basis with Janus. These fees are paid by Class A, Class C and Class I Shares of
each Fund to Janus Services LLC, which uses such fees to reimburse
intermediaries. In the event an intermediary receiving payments from Janus
Services LLC on 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
INTECH Investment Management LLC ("INTECH") (formerly named Enhanced
Investment Technologies, LLC) serves as subadviser to each Fund, and has served
in such capacity since the Fund's inception. INTECH, 525 Okeechobee Boulevard,
Suite 1800, West Palm Beach, Florida 33401, also serves as investment adviser or
subadviser to other U.S. registered and unregistered investment companies,
offshore investment funds, and other institutional accounts and registered
investment companies. As subadviser, INTECH provides day-to-day management of
the investment operations of the Fund. Janus Capital owns approximately 90% of
INTECH.
INVESTMENT PERSONNEL
No one person of the investment team is primarily responsible for
implementing the investment strategies of each Fund. A team of investment
professionals consisting of Dr. Robert Fernholz, Dr. Adrian Banner, Dr. Jason
Greene, and Joseph Runnels works together to implement the mathematical
investment process.
E. ROBERT FERNHOLZ has been Chief Investment Officer ("CIO") of INTECH
since January 1991. Dr. Fernholz joined INTECH in 1987. He received his A.B. in
Mathematics from Princeton University and his Ph.D. in Mathematics from Columbia
University. As CIO, Dr. Fernholz sets policy for the investment strategy,
reviews proposed changes, and assures adherence to policy. Dr. Fernholz
implements and supervises the optimization process.
26
ADRIAN BANNER has been Co-Chief Investment Officer ("Co-CIO") of INTECH
since January 2009. Dr. Banner, previously Senior Investment Officer of INTECH
since September 2007 and Director of Research from August 2002 to August 2007,
joined INTECH in August 2002. He received his Ph.D. in Mathematics from
Princeton University and holds a M.Sc. and B.Sc. in Mathematics from the
University of New South Wales, Australia. Dr. Banner has delivered lectures on
the stability of market capitalization at a number of academic and professional
conferences. Dr. Banner continues to teach at Princeton University, where he is
also a part-time Lecturer in the Department of Mathematics. Dr. Banner
implements the optimization process and supervises implementation of the
portfolio management and trading process. He conducts mathematical research on
the investment process and reviews and recommends improvements.
JASON GREENE has been Vice President and Senior Investment Officer of
INTECH since September 2006. Dr. Greene joined INTECH in September 2006 from
Georgia State University where he was a tenured Associate Professor of Finance.
He was also a consultant for the Office of Economic Analysis at the Securities
and Exchange Commission and an expert consultant to mutual fund advisors. Dr.
Greene has published numerous articles in premier academic and practitioner
journals. He is a graduate of Rhodes College, cum laude, with a B.A. in
Economics and Mathematics, and Indiana University with a Ph.D. in Finance. Dr.
Greene has oversight, supervisory, and support responsibility for the day-to-day
implementation of the portfolio management and trading process.
JOSEPH W. RUNNELS, CFA, has been Vice President of Portfolio Management at
INTECH since March 2003. Mr. Runnels joined INTECH in 1998. Mr. Runnels holds a
B.S. in Business Administration from Murray State University. Mr. Runnels
implements the day-to-day portfolio management and trading process for client
portfolios. He also handles brokerage relationships and supervises the daily
execution of trading for client accounts. Mr. Runnels holds the Chartered
Financial Analyst designation.
JIF INTECH Risk-Managed Core Fund's Statement of Additional Information
dated February 27, 2009, and JAD INTECH Risk-Managed Core 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 the
Funds' portfolio managers' compensation, as well as their management of other
accounts and ownership of Fund securities.
CHARTER DOCUMENTS
JIF INTECH Risk-Managed Core Fund is a series of the JIF Trust, a
Massachusetts business trust governed by Massachusetts law. JIF INTECH
Risk-Managed Core Fund is governed by an Amended and Restated Agreement and
Declaration of Trust dated March 18, 2003, as amended from time to time ("JIF
Trust Instrument"). The following is a summary of certain provisions of the JIF
Trust Instrument and is qualified in its entirety by reference to the JIF Trust
Instrument.
Voting. A shareholder is entitled to one vote for each dollar of net asset
value standing in such shareholder's name on the books of the JIF Trust (and a
fractional vote for each fractional dollar). Generally, all funds and classes
vote together as a single group, except where a separate vote of one or more
funds or classes is required by law or where the interests of one or more funds
or classes are affected differently from other funds or classes. Shares of all
series of the JIF Trust have noncumulative voting rights, which means that the
holders of more than 50% of the value of shares of all series of the JIF Trust
voting for the election of Trustees can elect 100% of the Trustees if they
choose to do so. In such event, the holders of the remaining value of shares
will not be able to elect any Trustees.
All shares of a fund participate equally in dividends and other
distributions by the shares of the same class of that fund, and in residual
assets of that class of that fund in the event of liquidation. Shares of each
fund have no preemptive, conversion, or appraisal rights. Shares of each fund
may be transferred by endorsement or stock power as is customary, but a fund is
not bound to recognize any transfer until it is recorded on its books. The funds
have the right to redeem, at the then current NAV, the shares of any shareholder
whose account does not meet certain minimum requirements as described in the
funds' prospectus(es).
Shareholder Meetings. The JIF Trust is not required, and does not intend,
to hold annual shareholder meetings unless otherwise required by the JIF Trust
Instrument, the 1940 Act or in compliance with any regulatory order. Under the
terms of a settlement reached between Janus and the SEC in August 2004,
commencing in 2005 and not less than every fifth calendar year thereafter, the
JIF Trust will hold a meeting of shareholders to elect Trustees. Special
meetings may be called for a specific fund or for the JIF Trust for purposes
such as election of Trustees, when required by the JIF Trust Instrument or to
comply with the 1940 Act or a regulatory order. Under the JIF Trust Instrument,
special meetings of
27
shareholders of the JIF Trust or of any fund shall be called upon written
request of shareholders holding not less than 10% of the shares then
outstanding.
Shareholder Liability. Under Massachusetts law, shareholders of a
Massachusetts business trust could, under certain circumstances, be held liable
for the obligations of their fund. However, the JIF Trust Instrument disclaims
shareholder liability for acts or obligations of the funds and requires that
notice of this disclaimer be given in each agreement, obligation, or instrument
entered into or executed by the funds or the Trustees. The JIF Trust Instrument
also provides for indemnification from the assets of the funds for all losses
and expenses of any Fund shareholder held liable for the obligations of their
fund.
The Trustees intend to conduct the operations of the funds to avoid, to the
extent possible, liability of shareholders for liabilities of their fund.
Trustee Liability. A Trustee shall be liable for such Trustee's own willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of the office of Trustee, and shall not be liable for
errors of judgment or mistakes of fact or law. All persons extending credit to,
contracting with or having any claim against the JIF Trust shall look only to
the assets of a fund with which such person dealt for payment under such credit,
contract, or claim.
Liquidation or Dissolution. In the event of the liquidation or dissolution
of the Trust, shareholders of the funds are entitled to receive, when and as
declared by the Trustees, the excess of the assets belonging to their fund, or
in the case of a class, belonging to that fund and allocable to that class, over
the liabilities belonging to that fund or class. The assets shall be distributed
to shareholders in proportion to the relative NAV of the shares of that fund or
class held by them and recorded on the books of the JIF Trust. The liquidation
of any particular fund or class thereof may be authorized at any time by vote of
a majority of the Trustees then in office. Shareholders will receive prior
notice of any liquidation effecting their fund or class.
KEY DIFFERENCES IN THE RIGHTS OF JAD INTECH RISK-MANAGED CORE FUND AND JIF
INTECH RISK-MANAGED CORE FUND SHAREHOLDERS
JAD INTECH Risk-Managed Core 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 INTECH
Risk-Managed Core Fund is organized as a separate series of the JIF Trust, a
Massachusetts business trust, and is governed by the JIF Trust Instrument and
JIF Bylaws. Key differences affecting the rights of shareholders under the JAD
Trust Instrument, JAD Bylaws and Delaware Law and the JIF Trust Instrument and
JIF Bylaws and Massachusetts law are presented below, and are qualified in their
entirety by reference to the JAD Trust Instrument and the JIF Trust Instrument.
JAD INTECH RISK-MANAGED CORE FUND JIF INTECH RISK-MANAGED CORE FUND
--------------------------------- ---------------------------------
Any Trustee may be removed at any meeting of the Any Trustee may be removed by a vote of at least
shareholders by a vote of at least two-thirds of the two-thirds of the shareholders of the JIF Trust at a
outstanding shares of the JAD Trust. meeting called for the purpose, or by a written
declaration signed by at least two-thirds of the
shareholders and filed with the Trust's custodian.
No requirement exists that shareholders receive Shareholders of the relevant series or class thereof
notification of the liquidation of any particular must be notified prior to giving effect to any
series or class thereof. authorization for the liquidation of any particular
series or class.
No shareholder shall be personally bound and no As previously noted, under Massachusetts law,
payment demand made on any shareholder except as shareholders of a Massachusetts business trust
agreed to by the shareholder. Shareholders shall could, under certain circumstances, be held liable
have the same limitation of personal liability as is for the obligations of their fund. However, the JIF
extended to shareholders of a private corporation Trust Instrument provides that no shareholder shall
for profit incorporated in the State of Delaware. be personally bound and no payment demand made on
any shareholder except as agreed to by the
shareholder.
The Trustees may not change outstanding shares in a No provision prevents the Trustees from changing
manner materially adverse to the shareholders. outstanding shares in a manner materially adverse to
the
28
JAD INTECH RISK-MANAGED CORE FUND JIF INTECH RISK-MANAGED CORE FUND
--------------------------------- ---------------------------------
shareholders.
There is no provision related to dividends or Any dividend or distribution paid in shares will be
distributions paid in shares. paid at the net asset value of the shares.
Shareholders do not have the power to vote on Shareholders have the power to vote to the same
whether or not a court action, proceeding or claim extent as shareholders of a Massachusetts business
should or should not be brought or maintained corporation as to whether a court action, proceeding
derivatively or as a class action on behalf of the or claim should be brought or maintained
Trust or any series thereof or the shareholders. derivatively or as a class action on behalf of the
Trust or any series thereof.
A shareholder is entitled to one vote for each whole A shareholder is entitled to one vote for each
share held (and fractional votes for fractional dollar of net asset value standing in such
shares held) in such shareholder's name on the books shareholder's name on the books of the JIF Trust
of the JAD Trust. (and a fractional vote for each fractional dollar).
Shareholders shall be entitled to at least fifteen Shareholders shall be entitled to at least seven
days' notice of any shareholder meetings. days' notice of any shareholder meetings.
The Trustees are required to call a special meeting The Trustees are required to promptly call a special
upon the written request of shareholders owning at meeting upon the written request of shareholders
least two-thirds of the outstanding shares of such holding not less than 10% of the shares then
series or class entitled to vote. outstanding for the purpose of voting on the removal
of any Trustee. Additionally, if the Trustees fail
to call meeting by 30 days after a request by the
holders of 10% of the shares then outstanding, the
shareholders may call and give notice of such
meeting.
Quorum for the transaction of business at Quorum for the transaction of business at
shareholder meetings is set at one-third of the shareholder meetings is set at thirty percent of the
outstanding shares or of the Shares entitled to vote outstanding shares or of the shares entitled to vote
either in person or by proxy, unless otherwise either in person or by proxy, unless otherwise
required by applicable law, the Bylaws or the Trust required by applicable law, the Bylaws or the Trust
Instrument. Instrument.
The Trust, on behalf of the affected series, shall, In case any shareholder (or former shareholder) of
upon request by such shareholder, assume the defense any series of the Trust shall be charged or held to
of any such claim made against such shareholder for be personally liable for any obligation or liability
any act or obligation of the series and satisfy any of the Trust solely by reason of being or having
judgment thereon from the assets of the series. been a shareholder and not because of such
shareholder's acts or omissions or for some other
reason, said series (upon proper and timely request
by the shareholder) shall assume the defense against
such charge and satisfy any judgment thereon, and
the shareholder or former shareholder (or such
shareholder's heirs, executors, administrators or
other legal representatives or in the case of a
corporation or other entity, its corporate or other
general successor) shall be entitled out of the
assets of said series estate to be held harmless
from and indemnified against all loss and expense
arising from such liability.
Subject to making certain determinations, the A shareholder vote is necessary to terminate the
Trustees may terminate the Trust or any series Trust. However, the Trustees may merge, liquidate or
without obtaining a shareholder vote. reorganize any series without seeking shareholder
approval if in accordance with legal requirements
such as the 1940 Act requirements.
29
JAD INTECH RISK-MANAGED CORE FUND JIF INTECH RISK-MANAGED CORE FUND
--------------------------------- ---------------------------------
No provision is made for shareholder communications. Subject to meeting certain stated criteria,
shareholders may communicate directly with other
shareholders for the purpose of obtaining signatures
to request a shareholder meeting.
There is no requirement that shareholders receive Prior to giving effect to any such authorization of
prior notice of any consolidation, merger or consolidation, merger or transfer, shareholders of
transfer. the relevant series or class must be notified.
ADDITIONAL INFORMATION
SHARE OWNERSHIP
The following table shows, as of the close of business on the Record Date,
the number of outstanding shares and net assets of each class of JAD INTECH
Risk-Managed Core Fund:
FUND TOTAL NUMBER OF SHARES OUTSTANDING NET ASSETS
---- ---------------------------------- ----------
JAD INTECH Risk-Managed Core Fund
- Class A Shares
- Class C Shares
- Class I Shares
- Class S Shares
TOTAL
[To the knowledge of Janus Capital, as of [____, 2009], the officers and
Trustees beneficially owned, as a group, less than 1% of any class of each
Fund.]
Beneficial owners of 5% or more of the outstanding shares of JAD INTECH
Risk-Managed Core Fund as of [____, 2009] are shown below. To the best knowledge
of the Trust, no person beneficially owned more than 5% of the outstanding
shares of JAD INTECH Risk-Managed Core Fund except as shown below, and such
owners may not be the beneficial owner of all or a portion of the shares.
Name and Address of Beneficial Owner Number of Shares Percent of Fund
------------------------------------ ---------------- ---------------
TRUSTEES AND OFFICERS
The following individuals comprise the Boards of Trustees of the JIF and
JAD Trusts: Jerome S. Contro, William F. McCalpin, John W. McCarter, Jr., Dennis
B. Mullen, James T. Rothe, William D. Stewart, Martin H. Waldinger and Linda S.
Wolf. Each of the Trustees is not an "interested" person of Janus, the JIF Trust
or the JAD Trust, as that term is defined under the 1940 Act. The officers of
each Trust are disclosed in each Fund's Statement of Additional Information.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
[______________], Independent Registered Public Accounting Firm for the
Funds, audits the Funds' annual financial statements and reviews their tax
returns.
30
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 INTECH Risk-Managed Core Fund and JIF INTECH Risk-Managed Core 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, registration
statements, and other information may be inspected without charge and copied at
the Public Reference Room maintained by the SEC at: 100 F Street, NE, Room 1580,
Washington, DC 20549 and at the following regional offices of the SEC: 3 World
Financial Center, Room 4300, New York, NY 10281; 801 Brickell Ave., Suite 1800,
Miami, FL 33131; 175 W. Jackson Boulevard, Suite 900, Chicago, IL 60604; 1801
California Street, Suite 1500 Denver, CO 80202-2656; and 5670 Wilshire
Boulevard, 11th Floor, Los Angeles, CA 90036-3648. Copies of such materials also
may be obtained from the Public Reference Branch, Office of Consumer Affairs and
Information Services, Securities and Exchange Commission, Washington, D.C. 20549
at prescribed rates.
You can get text only copies, after paying a duplicating fee, by sending an
electronic request by e-mail to publicinfo@sec.gov or by writing to or calling
the Public Reference Room, Washington, D.C. 20549-0102 (1-202-942-8090).
Information on the operation of the Public Reference Room may also be
obtained by calling this number. You may also obtain reports and other
information about the Funds from the Electronic Data Gathering Analysis and
Retrieval (EDGAR) Database on the SEC's website at http://www.sec.gov.
By order of the Board of Trustees,
----------------------------------------
Robin C. Beery
Chief Executive Officer and President of
Janus Adviser Series
31
APPENDIX A
FORM OF AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") is made as of this
[______] day of [________], 200_, by and among Janus Adviser Series, a Delaware
statutory trust (the "JAD Trust"), on behalf of Janus Adviser [_______] Fund, a
series of the JAD Trust (the "Predecessor Fund"), Janus Investment Fund (the
"JIF Trust"), a Massachusetts business trust, on behalf of Janus [_______] Fund
a series of the JIF Trust (the "Successor Fund"), and Janus Capital Management
LLC, a Delaware limited liability company ("JCM").
All references in this Agreement to action taken by the Predecessor Fund or the
Successor Fund shall be deemed to refer to action taken by the JIF Trust or JAD
Trust on behalf of the respective portfolio series.
This Agreement is intended to be and is adopted as a plan of reorganization and
liquidation within the meaning of Section 368(a) of the United States Internal
Revenue Code of 1986, as amended (the "Code"). The reorganization (the
"Reorganization") will consist of the transfer by the Predecessor Fund of all or
substantially all of its assets to the Successor Fund, in exchange solely for
[Class A, Class C, Class I, Class R and Class S] voting shares of beneficial
interest in the Successor Fund (the "Successor Fund Shares") having an aggregate
net asset value equal to the aggregate net asset value of the same class of
shares of the Predecessor Fund, the assumption by the Successor Fund of all the
liabilities of the Predecessor Fund, and the distribution of the [Class A, Class
C, Class I, Class R and Class S] Successor Fund Shares to the shareholders of
the Predecessor Fund in complete liquidation of the Predecessor Fund as provided
herein, all upon the terms and conditions hereinafter set forth in this
Agreement.
WHEREAS, the Board of Trustees of each of the JAD Trust and the JIF Trust has
determined that it is in the best interest of the Predecessor Fund and the
Successor Fund, respectively, that the assets of the Predecessor Fund be
acquired by the Successor Fund pursuant to this Agreement and in accordance with
the applicable statutes of the Commonwealth of Massachusetts and the State of
Delaware, and that the interests of existing shareholders will not be diluted as
a result of this transaction;
WHEREAS, concurrently herewith, the Board of Trustees of each of the JAD Trust
and the JIF Trust are entering into separate Plans of Reorganization which
contemplate the reorganization of certain series of the JAD Trust into existing
series of the JIF Trust (each a "Preexisting Fund Reorganization"); and
WHEREAS, concurrently herewith, the Board of Trustees of each of the JAD Trust
and the JIF Trust are entering into separate Plans of Reorganization which
contemplate the reorganization of certain series of the JAD Trust into newly
created series of the JIF Trust (each a "Shell Reorganization").
NOW, THEREFORE, in consideration of the premises and of the covenants and
agreements hereinafter set forth, the parties hereto covenant and agree as
follows:
1. PLAN OF REORGANIZATION
1.1 Subject to the terms and conditions herein set forth, the JAD Trust shall
(i) transfer all or substantially all of the assets of the Predecessor Fund, as
set forth in paragraph 1.2, to the Successor Fund, (ii) the JIF Trust shall
cause the Successor Fund to deliver to the JAD Trust full and fractional [Class
A, Class C, Class I, Class R and Class S] Successor Fund Shares having an
aggregate net asset value equal to the value of the aggregate net assets of the
same class of shares of the Predecessor Fund as of the close of regular session
trading on the New York Stock Exchange on the Closing Date, as set forth in
paragraph 2.1 (the "Closing Date") and (iii) the JIF Trust shall cause the
Successor Fund to assume all liabilities of the Predecessor Fund, as set forth
in paragraph 1.2. Such transactions shall take place at the closing provided for
in paragraph 2.1 (the "Closing").
1.2 The assets of the Predecessor Fund to be acquired by the Successor Fund
shall consist of all property, including, without limitation, all cash,
securities, commodities and futures interests, and dividends or interest
receivable which are owned by the Predecessor Fund and any deferred or prepaid
expenses shown as an asset on the books of the Predecessor Fund on the Closing
Date. The Successor Fund will assume all of the liabilities, expenses, costs,
charges and reserves of the Predecessor Fund of any kind, whether absolute,
accrued, contingent or otherwise in 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
A-1
immediately after the close of business on the Closing Date (the "Current
Shareholders"), the [Class A, Class C, Class I, Class R and Class S] Successor
Fund Shares received by the JAD Trust pursuant to paragraph 1.1. Such
distribution and liquidation will be accomplished by the transfer of the [Class
A, Class C, Class I, Class R and Class S] Successor Fund Shares then credited to
the accounts of the Predecessor Fund on the books of the Successor Fund to open
accounts on the share records of the Successor Fund in the names of the Current
Shareholders and representing the respective pro rata number of the [Class A,
Class C, Class I, Class R and Class S] Successor Fund Shares due to such
shareholders. All issued and outstanding shares of the Predecessor Fund will
simultaneously be canceled on the books of the JAD Trust. The Successor Fund
shall not issue certificates representing the [Class A, Class C, Class I, Class
R and Class S] Successor Fund Shares in connection with such exchange. Ownership
of [Class A, Class C, Class I, Class R and Class S] Successor Fund Shares will
be shown on the books of the JIF Trust's transfer agent. As soon as practicable
after the Closing, the JAD Trust shall take all steps necessary to effect a
complete liquidation of the Predecessor Fund.
2. CLOSING AND CLOSING DATE
2.1 The Closing Date shall be July 6, 2009, or such other date as the parties
may agree to in writing. All acts taking place at the Closing shall be deemed to
take place simultaneously as of immediately after the close of business on the
Closing Date unless otherwise agreed to by the parties. The close of business on
the Closing Date shall be as of 4:00 p.m. New York Time. The Closing shall be
held at the offices of JCM, 151 Detroit Street, Denver, Colorado 80206-4805, or
at such other time and/or place as the parties may agree.
2.2 The JAD Trust shall cause Janus Services LLC (the "Transfer Agent"),
transfer agent of the Predecessor Fund, to deliver at the Closing a certificate
of an authorized officer stating that its records contain the names and
addresses of the Current Shareholders and the number, class, and percentage
ownership of outstanding shares of the Predecessor Fund owned by each such
shareholder immediately prior to the Closing. The Successor Fund shall issue and
deliver a confirmation evidencing the [Class A, Class C, Class I, Class R and
Class S] Successor Fund Shares to be credited on the Closing Date to the
Secretary of the JAD Trust or provide evidence satisfactory to the JAD Trust
that such [Class A, Class C, Class I, Class R and Class S] Successor Fund Shares
have been credited to the accounts of the Predecessor Fund on the books of the
Successor Fund. At the Closing, each party shall deliver to the other such bills
of sales, checks, assignments, share certificates, if any, receipts or other
documents as such other party or its counsel may reasonably request.
3. REPRESENTATIONS AND WARRANTIES
3.1 The JAD Trust, on behalf of the Predecessor Fund, hereby represents and
warrants to the Successor Fund as follows:
(i) the JAD Trust is a trust duly organized, validly existing and in good
standing under the laws of the State of Delaware and has full power
and authority to conduct its business as presently conducted;
(ii) the JAD Trust has full power and authority to execute, deliver and
carry out the terms of this Agreement on behalf of the Predecessor
Fund;
(iii) the execution and delivery of this Agreement on behalf of the
Predecessor Fund and the consummation of the transactions contemplated
hereby are duly authorized and no other proceedings on the part of the
JAD Trust or the shareholders of the Predecessor Fund are necessary to
authorize this Agreement and the transactions contemplated hereby;
(iv) this Agreement has been duly executed by the JAD Trust on behalf of
the Predecessor Fund and constitutes its valid and binding obligation,
enforceable in accordance with its terms, subject to applicable
bankruptcy, reorganization, insolvency, moratorium and other rights
affecting creditors' rights generally, and general equitable
principles;
(v) neither the execution and delivery of this Agreement by the JAD Trust
on behalf of the Predecessor Fund, nor the consummation by the JAD
Trust on behalf of the Predecessor Fund of the transactions
contemplated hereby, will conflict with, result in a breach or
violation of or constitute (or with notice, lapse of time or both) a
breach of or default under, the JAD Trust's Amended and Restated Trust
Instrument ("JAD Trust Instrument") or Bylaws of the JAD Trust, as
each may be amended, or any statute, regulation, order, judgment or
decree, or any instrument, contract or other agreement to which the
JAD Trust is a party or by which the JAD Trust or any of its assets is
subject or bound;
A-2
(vi) the unaudited statement of assets and liabilities of the Predecessor
Fund as of the Closing Date, determined in accordance with generally
accepted accounting principles consistently applied from the prior
audited period, accurately reflects all liabilities of the Predecessor
Fund as of the Closing Date;
(vii) no authorization, consent or approval of any governmental or other
public body or authority or any other party is necessary for the
execution and delivery of this Agreement by the JAD Trust on behalf of
the Predecessor Fund or the consummation of any transactions
contemplated hereby by the JAD Trust, other than as shall be obtained
at or prior to the Closing;
(viii) On the Closing Date, all Federal and other tax returns, dividend
reporting forms, and other tax-related reports of the Predecessor Fund
required by law to have been filed by such date (including any
extensions) shall have been filed and are or will be correct in all
material respects, and all Federal and other taxes shown as due or
required to be shown as due on said returns and reports shall have
been paid or provision shall have been made for the payment thereof;
and
(ix) For each taxable year of its operation (including the taxable year
which ends on the Closing Date), the Predecessor Fund has met (or will
meet) the requirements of Subchapter M of the Internal Revenue Code of
1986, as amended (the "Code") for qualification as a regulated
investment company, has been (or will be) eligible to and has computed
(or will compute) its federal income tax under Section 852 of the
Code, and will have distributed all of its investment company taxable
income and net capital gain (as defined in the Code) that has accrued
through the Closing Date.
3.2 The JIF Trust, on behalf of the Successor Fund, hereby represents and
warrants to the Predecessor Fund as follows:
(i) the JIF Trust is duly organized and existing under its Amended and
Restated Declaration of Trust (the "JIF Declaration of Trust") and the
laws of the Commonwealth of Massachusetts as a voluntary association
with transferable shares of beneficial interest commonly referred to
as a "Massachusetts business trust";
(ii) the JIF Trust has full power and authority to execute, deliver and
carry out the terms of this Agreement on behalf of the Successor Fund;
(iii) the execution and delivery of this Agreement on behalf of the
Successor Fund and the consummation of the transactions contemplated
hereby are duly authorized and no other proceedings on the part of the
JIF Trust or the shareholders of the Successor Fund are necessary to
authorize this Agreement and the transactions contemplated hereby;
(iv) this Agreement has been duly executed by the JIF Trust on behalf of
the Successor Fund and constitutes its valid and binding obligation,
enforceable in accordance with its terms, subject to applicable
bankruptcy, reorganization, insolvency, moratorium and other rights
affecting creditors' rights generally, and general equitable
principles;
(v) neither the execution and delivery of this Agreement by the JIF Trust
on behalf of the Successor Fund, nor the consummation by the JIF Trust
on behalf of the Successor Fund of the transactions contemplated
hereby, will conflict with, result in a breach or violation of or
constitute (or with 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;
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(viii) On the Closing Date, all Federal and other tax returns, dividend
reporting forms, and other tax-related reports of the Successor Fund
required by law to have been filed by such date (including any
extensions) shall have been filed and are or will be correct in all
material respects, and all Federal and other taxes shown as due or
required to be shown as due on said returns and reports shall have
been paid or provision shall have been made for the payment thereof;
and
(ix) For each taxable year of its operation (including the taxable year
which includes the Closing Date), the Successor Fund has met (or will
meet) the requirements of Subchapter M of the Code for qualification
as a regulated investment company, has been (or will be) eligible to
and has computed (or will compute) its federal income tax under
Section 852 of the Code, and has distributed all of its investment
company taxable income and net capital gain (as defined in the Code)
for periods ending prior to the Closing Date.
4. CONDITIONS PRECEDENT
4.1 The obligations of the JAD Trust on behalf of each Predecessor Fund and the
JIF Trust on behalf of each Successor Fund to effectuate the Reorganization
shall be subject to the satisfaction of the following conditions with respect to
such Reorganization:
(i) The JIF Trust shall have filed with the Securities and Exchange
Commission (the "Commission") a registration statement on Form N-14
under the Securities Act of 1933, as amended (the "Securities Act")
and such amendment or amendments thereto as are determined by the
Board of Trustees of the JIF Trust and/or JCM to be necessary and
appropriate to effect the registration of the [Class A, Class C, Class
I 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;
(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
A-4
(vii) The conditions precedent to (A) each of the Preexisting Fund
Reorganizations and (B) each of the Shell Reorganizations shall have
been satisfied, unless the Board of Trustees of the JAD Trust and/or
the JIF Trust shall have waived this condition and deemed it to be in
the best interests of Shareholders of the Predecessor Fund that the
Reorganization should proceed.
5. EXPENSES
All of the expenses and costs of the Reorganization and the transactions
contemplated thereby shall be borne by JCM.
6. ENTIRE AGREEMENT
The JAD Trust agrees on behalf of the Predecessor Fund and the JIF Trust agrees
on behalf of the Successor Fund that this Agreement constitutes the entire
agreement between the parties.
7. TERMINATION
This Agreement and the transactions contemplated hereby may be terminated and
abandoned by resolution of the Board of Trustees of the JIF Trust or the Board
of Trustees of the JAD Trust, at any time prior to the Closing Date, if
circumstances should develop that, in the opinion of the Board of Trustees of
the JIF Trust or the Board of Trustees of the JAD Trust, make proceeding with
the Agreement inadvisable.
8. AMENDMENTS
This agreement may be amended, modified or supplemented in such manner as may be
mutually agreed upon in writing by the parties.
9. NOTICES
Any notice, report, statement or demand required or permitted by any provisions
of this Agreement shall be in writing and shall be given by prepaid telegraph,
telecopy or certified mail addressed to the parties hereto at their principal
place of business.
10. HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT; LIMITATION OF LIABILITY
10.1 The Article and paragraph headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
10.2 This Agreement may be executed in any number of counterparts each of which
shall be deemed an original.
10.3 This Agreement shall be governed by and construed in accordance with the
laws of the Commonwealth of Massachusetts.
10.4 This Agreement shall bind and inure to the benefit of the parties hereto
and their respective successors and assigns, but no assignment or transfer
hereof or of any rights or obligations hereunder shall be made by any party
without the written consent of the other party. Nothing herein expressed or
implied is intended or shall be construed to confer upon or give any person,
firm or corporation, other than the parties hereto and their respective
successors and assigns, any rights or remedies under or by reason of this
Agreement.
10.5 It is expressly agreed that the obligations of each of the JIF Trust and
JAD Trust hereunder shall not be binding upon any of the Trustees, shareholders,
nominees, officers, agents or employees of each trust personally, but shall bind
only the trust property of the trusts, as provided in the JAD Trust Instrument
and the JIF Declaration of Trust, respectively, of each trust. The execution and
delivery by such officers of the Trusts shall not be deemed to have been made by
any of them individually or to impose any liability on any of them personally,
but shall bind only the trust property of each Trust as provided in the JAD
Trust Instrument and the JIF Declaration of Trust, respectively. The JAD Trust
is a series company with multiple series and has entered into this Agreement on
behalf of the Predecessor Fund. The JIF Trust is a series company with multiple
series and has entered into this Agreement on behalf of the Successor Fund.
10.6 The sole remedy of a party hereto for a breach of any representation or
warranty made in this Agreement by the other party shall be an election by the
non-breaching party not to complete the transactions contemplated herein.
A-5
IN WITNESS WHEREOF, the undersigned has caused this Agreement to be executed as
of the date set forth above.
ATTEST JANUS ADVISER SERIES
For and on behalf of the Predecessor Fund
Name: By:
------------------------------ ------------------------------------
Name:
Title:
ATTEST JANUS INVESTMENT FUND
For and on behalf of the Successor Fund
Name: By:
------------------------------ ------------------------------------
Name:
Title:
ATTEST JANUS CAPITAL MANAGEMENT LLC
Name: By:
------------------------------ ------------------------------------
Name:
Title:
A-6
APPENDIX B
OTHER INVESTMENT TECHNIQUES AND RELATED RISKS OF THE FUNDS
Unless otherwise stated within its specific investment policies, each Fund
may also invest in other types of domestic and foreign securities and use other
investment strategies as described below. These securities and strategies are
not principal investment strategies of the Funds. If successful, they may
benefit the Funds by earning a return on the Funds' assets or reducing risk;
however, they may not achieve the Funds' objective. Additional information
regarding these investment techniques and risks is included in each Fund's
Statement of Additional Information. These securities and strategies may
include:
EQUITY AND DEBT SECURITIES
BANK LOANS include institutionally-traded floating and fixed-rate debt
securities generally acquired as a participation interest in or assignment of a
loan originated by a lender or financial institution. Assignments and
participations involve credit, interest rate, and liquidity risk. Interest rates
on floating rate securities adjust with interest rate changes and/or issuer
credit quality. If a Fund purchases a participation interest, it may only be
able to enforce its rights through the lender and may assume the credit risk of
both the borrower and the lender. Additional risks are involved in purchasing
assignments. If a loan is foreclosed, a Fund may become part owner of any
collateral securing the loan and may bear the costs and liabilities associated
with owning and disposing of any collateral. The Fund could be held liable as a
co-lender. In addition, there is no assurance that the liquidation of any
collateral from a secured loan would satisfy a borrower's obligations or that
any collateral could be liquidated. A Fund may have difficulty trading
assignments and participations to third parties or selling such securities in
secondary markets, which in turn may affect the Fund's NAV.
BONDS are debt securities issued by a company, municipality, government, or
government agency. The issuer of a bond is required to pay the holder the amount
of the loan (or par value of the bond) at a specified maturity and to make
scheduled interest payments.
CERTIFICATES OF PARTICIPATION ("COPS") are certificates representing an interest
in a pool of securities. Holders are entitled to a proportionate interest in the
underlying securities. Municipal lease obligations are often sold in the form of
COPs. Refer to "Municipal lease obligations" below.
COMMERCIAL PAPER is a short-term debt obligation with a maturity ranging from 1
to 270 days issued by banks, corporations, and other borrowers to investors
seeking to invest idle cash. A Fund may purchase commercial paper issued in
private placements under Section 4(2) of the Securities Act of 1933, as amended
(the "1933 Act").
COMMON STOCKS are equity securities representing shares of ownership in a
company and usually carry voting rights and earn dividends. Unlike preferred
stock, dividends on common stock are not fixed but are declared at the
discretion of the issuer's board of directors.
CONVERTIBLE SECURITIES are preferred stocks or bonds that pay a fixed dividend
or interest payment and are convertible into common stock at a specified price
or conversion ratio.
DEBT SECURITIES are securities representing money borrowed that must be repaid
at a later date. Such securities have specific maturities and usually a specific
rate of interest or an original purchase discount.
DEPOSITARY RECEIPTS are receipts for shares of a foreign-based corporation that
entitle the holder to dividends and capital gains on the underlying security.
Receipts include those issued by domestic banks (American Depositary Receipts),
foreign banks (Global or European Depositary Receipts), and broker-dealers
(depositary shares).
EQUITY SECURITIES generally include domestic and foreign common stocks;
preferred stocks; securities convertible into common stocks or preferred stocks;
warrants to purchase common or preferred stocks; and other securities with
equity characteristics.
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.
B-1
FIXED-INCOME SECURITIES are securities that pay a specified rate of return. The
term generally includes short- and long-term government, corporate, and
municipal obligations that pay a specified rate of interest, dividends, or
coupons for a specified period of time. Coupon and dividend rates may be fixed
for the life of the issue or, in the case of adjustable and floating rate
securities, for a shorter period.
HIGH-YIELD/HIGH-RISK BONDS are bonds that are rated below investment grade by
the primary rating agencies (i.e., BB+ or lower by Standard & Poor's and Fitch,
or Ba or lower by Moody's). Other terms commonly used to describe such bonds
include "lower rated bonds," "non-investment grade bonds," and "junk bonds."
INDUSTRIAL DEVELOPMENT BONDS are revenue bonds that are issued by a public
authority but which may be backed only by the credit and security of a private
issuer and may involve greater credit risk. Refer to "Municipal securities"
below.
MORTGAGE- AND ASSET-BACKED SECURITIES are shares in a pool of mortgages or other
debt instruments. These securities are generally pass-through securities, which
means that principal and interest payments on the underlying securities (less
servicing fees) are passed through to shareholders on a pro rata basis. These
securities involve prepayment risk, which is the risk that the underlying
mortgages or other debt may be refinanced or paid off prior to their maturities
during periods of declining interest rates. In that case, a Fund may have to
reinvest the proceeds from the securities at a lower rate. Potential market
gains on a security subject to prepayment risk may be more limited than
potential market gains on a comparable security that is not subject to
prepayment risk.
MORTGAGE DOLLAR ROLLS are transactions in which a Fund sells a mortgage-related
security, such as a security issued by GNMA, to a dealer and simultaneously
agrees to purchase a similar security (but not the same security) in the future
at a predetermined price. A "dollar roll" can be viewed as a collateralized
borrowing in which a Fund pledges a mortgage-related security to a dealer to
obtain cash.
MUNICIPAL LEASE OBLIGATIONS are revenue bonds backed by leases or installment
purchase contracts for property or equipment. Lease obligations may not be
backed by the issuing municipality's credit and may involve risks not normally
associated with general obligation bonds and other revenue bonds. For example,
their interest may become taxable if the lease is assigned and the holders may
incur losses if the issuer does not appropriate funds for the lease payments on
an annual basis, which may result in termination of the lease and possible
default.
MUNICIPAL SECURITIES are bonds or notes issued by a U.S. state or political
subdivision. A municipal security may be a general obligation backed by the full
faith and credit (i.e., the borrowing and taxing power) of a municipality or a
revenue obligation paid out of the revenues of a designated project, facility,
or revenue source.
PASS-THROUGH SECURITIES are shares or certificates of interest in a pool of debt
obligations that have been repackaged by an intermediary, such as a bank or
broker-dealer.
PASSIVE FOREIGN INVESTMENT COMPANIES (PFICS) are any foreign corporations which
generate certain amounts of passive income or hold certain amounts of assets for
the production of passive income. Passive income includes dividends, interest,
royalties, rents, and annuities. To avoid taxes and interest that a Fund must
pay if these investments are profitable, the Funds may make various elections
permitted by the tax laws. These elections could require that a Fund recognize
taxable income, which in turn must be distributed, before the securities are
sold and before cash is received to pay the distributions.
PAY-IN-KIND BONDS are debt securities that normally give the issuer an option to
pay cash at a coupon payment date or give the holder of the security a similar
bond with the same coupon rate and a face value equal to the amount of the
coupon payment that would have been made.
PREFERRED STOCKS are equity securities that generally pay dividends at a
specified rate and have preference over common stock in the payment of dividends
and liquidation. Preferred stock generally does not carry voting rights.
REAL ESTATE INVESTMENT TRUST (REIT) is an investment trust that operates through
the pooled capital of many investors who buy its shares. Investments are in
direct ownership of either income property or mortgage loans.
RULE 144A SECURITIES are securities that are not registered for sale to the
general public under the 1933Act, but that may be resold to certain
institutional investors.
B-2
STANDBY COMMITMENT is a right to sell a specified underlying security or
securities within a specified period of time and at an exercise price equal to
the amortized cost of the underlying security or securities plus accrued
interest, if any, at the time of exercise, that may be sold, transferred, or
assigned only with the underlying security or securities. A standby commitment
entitles the holder to receive same day settlement, and will be considered to be
from the party to whom the investment company will look for payment of the
exercise price.
STEP COUPON BONDS are high-quality issues with above-market interest rates and a
coupon that increases over the life of the bond. They may pay monthly,
semiannual, or annual interest payments. On the date of each coupon payment, the
issuer decides whether to call the bond at par, or whether to extend it until
the next payment date at the new coupon rate.
STRIP BONDS are debt securities that are stripped of their interest (usually by
a financial intermediary) after the securities are issued. The market value of
these securities generally fluctuates more in response to changes in interest
rates than interest-paying securities of comparable maturity.
TENDER OPTION BONDS are relatively long-term bonds that are coupled with the
option to tender the securities to a bank, broker-dealer, or other financial
institution at periodic intervals and receive the face value of the bond. This
investment structure is commonly used as a means of enhancing a security's
liquidity.
U.S. GOVERNMENT SECURITIES include direct obligations of the U.S. Government
that are supported by its full faith and credit. Treasury bills have initial
maturities of less than one year, Treasury notes have initial maturities of one
to ten years, and Treasury bonds may be issued with any maturity but generally
have maturities of at least ten years. U.S. Government securities also include
indirect obligations of the U.S. Government that are issued by federal agencies
and government sponsored entities. Unlike Treasury securities, agency securities
generally are not backed by the full faith and credit of the U.S. Government.
Some agency securities are supported by the right of the issuer to borrow from
the Treasury, others are supported by the discretionary authority of the U.S.
Government to purchase the agency's obligations, and others are supported only
by the credit of the sponsoring agency.
VARIABLE AND FLOATING RATE SECURITIES have variable or floating rates of
interest and, under certain limited circumstances, may have varying principal
amounts. Variable and floating rate securities pay interest at rates that are
adjusted periodically according to a specified formula, usually with reference
to some interest rate index or market interest rate (the "underlying index").
The floating rate tends to decrease the security's price sensitivity to changes
in interest rates.
WARRANTS are securities, typically issued with preferred stock or bonds, which
give the holder the right to buy a proportionate amount of common stock at a
specified price. The specified price is usually higher than the market price at
the time of issuance of the warrant. The right may last for a period of years or
indefinitely.
ZERO COUPON BONDS are debt securities that do not pay regular interest at
regular intervals, but are issued at a discount from face value. The discount
approximates the total amount of interest the security will accrue from the date
of issuance to maturity. The market value of these securities generally
fluctuates more in response to changes in interest rates than interest-paying
securities.
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.
B-3
EQUITY SWAPS involve the exchange by two parties of future cash flow (e.g., one
cash flow based on a referenced interest rate and the other based on the
performance of stock or a stock index).
FORWARD CONTRACTS are contracts to purchase or sell a specified amount of a
financial instrument for an agreed upon price at a specified time. Forward
contracts are not currently exchange-traded and are typically negotiated on an
individual basis. A Fund may enter into forward currency contracts for
investment purposes or to hedge against declines in the value of securities
denominated in, or whose value is tied to, a currency other than the U.S. dollar
or to reduce the impact of currency appreciation on purchases of such
securities. It may also enter into forward contracts to purchase or sell
securities or other financial indices.
FUTURES CONTRACTS are contracts that obligate the buyer to receive and the
seller to deliver an instrument or money at a specified price on a specified
date. A Fund may buy and sell futures contracts on foreign currencies,
securities, and financial indices including indices of U.S. Government, foreign
government, equity, or fixed-income securities. A Fund may also buy options on
futures contracts. An option on a futures contract gives the buyer the right,
but not the obligation, to buy or sell a futures contract at a specified price
on or before a specified date. Futures contracts and options on futures are
standardized and traded on designated exchanges.
INDEXED/STRUCTURED SECURITIES are typically short- to intermediate-term debt
securities whose value at maturity or interest rate is linked to currencies,
interest rates, equity securities, indices, commodity prices, or other financial
indicators. Such securities may be positively or negatively indexed (e.g., their
value may increase or decrease if the reference index or instrument
appreciates). Indexed/structured securities may have return characteristics
similar to direct investments in the underlying instruments and may be more
volatile than the underlying instruments. A Fund bears the market risk of an
investment in the underlying instruments, as well as the credit risk of the
issuer.
INTEREST RATE SWAPS involve the exchange by two parties of their respective
commitments to pay or receive interest (e.g., an exchange of floating rate
payments for fixed rate payments).
INVERSE FLOATERS are debt instruments whose interest rate bears an inverse
relationship to the interest rate on another instrument or index. For example,
upon reset, the interest rate payable on the inverse floater may go down when
the underlying index has risen. Certain inverse floaters may have an interest
rate reset mechanism that multiplies the effects of change in the underlying
index. Such mechanism may increase the volatility of the security's market
value.
OPTIONS are the right, but not the obligation, to buy or sell a specified amount
of securities or other assets on or before a fixed date at a predetermined
price. A Fund may purchase and write put and call options on securities,
securities indices, and foreign currencies. A Fund may purchase or write such
options individually or in combination.
PARTICIPATORY NOTES are derivative securities which are linked to the
performance of an underlying Indian security and which allow investors to gain
market exposure to Indian securities without trading directly in the local
Indian market.
TOTAL RETURN SWAPS involve an exchange by two parties in which one party makes
payments based on a set rate, either fixed or variable, while the other party
makes payments based on the return of an underlying asset, which includes both
the income it generates and any capital gains over the payment period.
OTHER INVESTMENTS, STRATEGIES, AND/OR TECHNIQUES
CASH SWEEP PROGRAM is an arrangement in which a Fund's uninvested cash balance
is used to purchase shares of affiliated or non-affiliated money market funds or
cash management pooled investment vehicles at the end of each day.
INDUSTRY CONCENTRATION for purposes under the 1940 Act is the investment of more
than 25% of a Fund's total assets in an industry or group of industries.
MARKET CAPITALIZATION is the most commonly used measure of the size and value of
a company. It is computed by multiplying the current market price of a share of
the company's stock by the total number of its shares outstanding. Market
capitalization is an important investment criterion for certain funds, while
others do not emphasize investments in companies of any particular size.
NONDIVERSIFICATION is a classification given to a fund under the 1940 Act. Funds
are classified as either "diversified" or "nondiversified." To be classified as
"diversified" under the 1940 Act, a fund may not, with respect to 75% of its
total
B-4
assets, invest more than 5% of its total assets in any issuer and may not own
more than 10% of the outstanding voting securities of an issuer. A fund that is
classified under the 1940 Act as "nondiversified," on the other hand, is not
subject to the same restrictions and therefore has the flexibility to take
larger positions in a smaller number of issuers than a fund that is classified
as "diversified." This gives a "nondiversified" fund more flexibility to focus
its investments in companies that the portfolio managers and/or investment
personnel have identified as the most attractive for the investment objective
and strategy of a fund but also may increase the risk of a fund.
REPURCHASE AGREEMENTS involve the purchase of a security by a Fund and a
simultaneous agreement by the seller (generally a bank or dealer) to repurchase
the security from the Fund at a specified date or upon demand. This technique
offers a method of earning income on idle cash. These securities involve the
risk that the seller will fail to repurchase the security, as agreed. In that
case, a Fund will bear the risk of market value fluctuations until the security
can be sold and may encounter delays and incur costs in liquidating the
security.
REVERSE REPURCHASE AGREEMENTS involve the sale of a security by a Fund to
another party (generally a bank or dealer) in return for cash and an agreement
by the Fund to buy the security back at a specified price and time. This
technique will be used primarily to provide cash to satisfy unusually high
redemption requests, or for other temporary or emergency purposes.
SHORT SALES in which a Fund may engage may be either "short sales against the
box" or other short sales. Short sales against the box involve selling short a
security that a Fund owns, or the Fund has the right to obtain the amount of the
security sold short at a specified date in the future. A Fund may also enter
into a short sale to hedge against anticipated declines in the market price of a
security or to reduce portfolio volatility. If the value of a security sold
short increases prior to the scheduled delivery date, the Fund loses the
opportunity to participate in the gain. For short sales, the Fund will incur a
loss if the value of a security increases during this period because it will be
paying more for the security than it has received from the purchaser in the
short sale. If the price declines during this period, a Fund will realize a
short-term capital gain. Although a Fund's potential for gain as a result of a
short sale is limited to the price at which it sold the security short less the
cost of borrowing the security, its potential for loss is theoretically
unlimited because there is no limit to the cost of replacing the borrowed
security.
WHEN-ISSUED, DELAYED DELIVERY, AND FORWARD COMMITMENT TRANSACTIONS generally
involve the purchase of a security with payment and delivery at some time in the
future - i.e., beyond normal settlement. A Fund does not earn interest on such
securities until settlement and bears the risk of market value fluctuations in
between the purchase and settlement dates. New issues of stocks and bonds,
private placements, and U.S. Government securities may be sold in this manner.
B-5
APPENDIX C
SHAREHOLDER'S GUIDE
This Prospectus/Information Statement relates to four separate classes of shares
("Shares"): Class A, Class C, Class I and Class S of INTECH Risk-Managed Core
Fund ("JIF INTECH Risk-Managed Core Fund"), a series of Janus Investment Fund
(the "Trust"). JIF INTECH Risk-Managed Core Fund currently does not offer shares
of any of these classes. However, upon consummation of the reorganization of
Janus Adviser INTECH Risk-Managed Core Fund with and into JIF INTECH
Risk-Managed Core Fund (the "Reorganization"), JIF INTECH Risk-Managed Core 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 INTECH Risk-Managed Core Fund
currently only offers one class of shares (the "Initial Class") which is not
offered in this Prospectus/Information Statement. Please refer to JIF INTECH
Risk-Managed Core Fund's prospectus dated February 27, 2009 (the "JIF INTECH
Risk-Managed Core Fund's Prospectus") for information about shares of this
Initial Class. You can obtain a free copy of that document by contacting your
broker-dealer, plan sponsor, or financial intermediary or by calling a Janus
representative at 1-877-335-2687. The information below relates to classes of
JIF INTECH Risk-Managed Core 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 and Class S
Shares of JIF INTECH Risk-Managed Core 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 INTECH
Risk-Managed Core Fund or its service providers for the provision of
distribution or shareholder retention services, except for administrative
(networking, omnibus positioning) fees. Administrative (networking, omnibus
positioning) fees may be paid by JIF INTECH Risk-Managed Core 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 INTECH Risk-Managed Core Fund is available
only to U.S. citizens or residents.
PRICING OF JIF INTECH RISK-MANAGED CORE 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 INTECH
Risk-Managed Core 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 INTECH Risk-Managed Core
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 INTECH
Risk-Managed Core 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 INTECH Risk-Managed Core Fund or its agent, plus,
for Class
C-1
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 and Class S Shares will be duly processed at the NAV next calculated
after your request is received in good order by JIF INTECH Risk-Managed Core
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 INTECH
Risk-Managed Core Fund or its agent by the close of the regular trading session
of the NYSE.
Securities held by JIF INTECH Risk-Managed Core Fund are generally valued at
market value. Certain short-term instruments maturing within 60 days or less are
valued at amortized cost, which approximates market value. If a market quotation
for a security is not readily available or is deemed unreliable, or if an event
that is expected to affect the value of the security occurs after the close of
the principal exchange or market on which the security is traded, and before the
close of the NYSE, a fair value of the security (except for short-term
instruments maturing within 60 days or less) will be determined in good faith
under policies and procedures established by and under the supervision of JIF
INTECH Risk-Managed Core 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
INTECH Risk-Managed Core 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 INTECH Risk-Managed Core
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 INTECH
Risk-Managed Core Fund's portfolio securities and the reflection of such change
in JIF INTECH Risk-Managed Core 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 INTECH Risk-Managed Core Fund's valuation of a security is
different from the security's market value, short-term arbitrage traders may
dilute the NAV of JIF INTECH Risk-Managed Core Fund, which negatively impacts
long-term shareholders. JIF INTECH Risk-Managed Core 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 INTECH
Risk-Managed Core 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 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 INTECH Risk-Managed Core Fund under the arrangements
made between your financial intermediary or plan sponsor and its customers. JIF
INTECH Risk-Managed Core Fund is not responsible for the failure of any
financial intermediary or plan sponsor to carry out its obligations to its
customers.
CHOOSING A SHARE CLASS
As noted above, upon the closing of the Reorganization, and subject to certain
contingencies, JIF INTECH Risk-Managed Core Fund will start offering shares of
Class A, Class C, Class I 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;
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- the expenses paid by each class; and
- whether you qualify for any reduction or waiver of any sales charges.
You should also consult your financial intermediary about which class is most
suitable for you. The following table summarizes some of the factors you should
consider with respect to each class of shares.*
CLASS A CLASS C CLASS I CLASS S
--------------------- --------------------- --------------------- ---------------------
Initial sales charge on Up to 5.75%(1)(2) None None None
purchases
Deferred sales charge (CDSC) None except on 1.00% on Shares None None
certain redemptions redeemed within 12
of Shares purchased months of purchase(2)
without an initial
sales charge(2)
Redemption fee None None 2.00%(3) 2.00%(3)
Exchange fee None None None(3) None(3)
Minimum initial investment $2,500 for $2,500 for $1 million for $2,500 for
non-retirement non-retirement institutional non-retirement
account; $500 for account; $500 for investors; $500 for account; $500 for
certain tax-deferred certain tax-deferred tax-deferred accounts certain tax-deferred
or UGMA/UTMA accounts or UGMA/UTMA accounts and $2,500 for other or UGMA/UTMA accounts
accounts
Maximum purchase None $500,000 per a single None None
purchase
Minimum aggregate account None None None None
balance
12b-1 fee 0.25% 1.00%(5) None 0.25%
----------
* Information in this table is qualified in its entirety by reference to more
detailed description in the sections below. Your financial intermediary may
charge you a separate or additional fee for purchases and redemptions of
Shares.
(1) The initial sales charge is reduced for purchases of $50,000 or more and is
waived for purchases of $1 million or more.
(2) May also be waived under certain circumstances.
(3) Redemption Fee applies to Shares held for 90 days or less (as a % of amount
redeemed). The redemption fee may be waived in certain circumstances as
described the section titled "Redemption - Redemption Fee" below. An
exchange of Class I or Class S Shares from JIF INTECH Risk-Managed Core
Fund held for 90 days or less may be subject to the Fund's 2.00% redemption
fee.
(4) 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.
(5) Up to 0.75% distribution fee and up to 0.25% shareholder servicing fee.
DISTRIBUTION, SERVICING, AND ADMINISTRATIVE FEES
DISTRIBUTION AND SHAREHOLDER SERVICING PLANS
Under distribution and shareholder servicing plans adopted in accordance with
Rule 12b-1 under the 1940 Act for Class A Shares and Class C Shares (the "Class
A Plan" and "Class C Plan," respectively), JIF INTECH Risk-Managed Core 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 INTECH Risk-Managed Core 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 INTECH Risk-Managed Core
Fund.
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Under a distribution and shareholder servicing plan adopted in accordance with
Rule 12b-1 under the 1940 Act for Class S Shares (the "Class S Plan"), JIF
INTECH Risk-Managed Core Fund may pay Janus Distributors a fee for the sale and
distribution of Class S Shares at an annual rate of up to 0.25% of the average
daily net assets of Class S Shares of JIF INTECH Risk-Managed Core Fund. Under
the terms of the Class S Plan, 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
INTECH Risk-Managed Core 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 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 INTECH Risk-Managed Core Fund's assets on
an ongoing basis, over time they will increase the cost of your investment and
may cost you more than paying other types of sales charges.
ADMINISTRATIVE FEES- CLASS A, CLASS C AND CLASS I SHARES
Certain intermediaries may charge fees for administrative services, including
recordkeeping, subaccounting, order processing for omnibus or networked
accounts, or other shareholder services provided by intermediaries on behalf of
the shareholders of JIF INTECH Risk-Managed Core 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 INTECH
Risk-Managed Core Fund to Janus Services LLC ("Janus Services"), which uses such
fees to reimburse intermediaries. Because the form and amount charged varies by
intermediary, the amount of the administrative fee borne by each shareholder of
the class is an average of all fees charged by intermediaries. In the event an
intermediary receiving payments from Janus Services on behalf of JIF INTECH
Risk-Managed Core 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 S SHARES
Janus Services LLC ("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 S Shares of JIF INTECH Risk-Managed Core Fund for
providing, or arranging for the provision of, recordkeeping, subaccounting, and
other administrative services to investors. Janus Services expects to use all or
a significant portion of this fee to compensate retirement plan service
providers, broker-dealers, bank trust departments, financial advisors, and other
financial intermediaries for providing these services to their customers who
invest in JIF INTECH Risk-Managed Core Fund.
PURCHASES
Purchases of Class A, Class C 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 INTECH Risk-Managed
Core 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 INTECH Risk-Managed Core 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 INTECH Risk-Managed Core Fund's behalf. As
discussed under the section titled "Reorganization - Other Comparative
Information about the Fund - Investment Adviser" in this Prospectus/Information
Statement, Janus Capital Management LLC ("Janus Capital"), JIF INTECH
Risk-Managed Core
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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 INTECH Risk-Managed Core Fund
or that provide services in connection with investments in JIF INTECH
Risk-Managed Core Fund. You should consider such arrangements when evaluating
any recommendation of JIF INTECH Risk-Managed Core Fund.
JIF INTECH Risk-Managed Core Fund reserves the right to reject any purchase
order, including exchange purchases, for any reason. JIF INTECH Risk-Managed
Core Fund is not intended for excessive trading. For more information about JIF
INTECH Risk-Managed Core 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 INTECH Risk-Managed Core Fund account for non-retirement accounts
and $500 per JIF INTECH Risk-Managed Core 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 INTECH Risk-Managed Core
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 INTECH
Risk-Managed Core Fund, may purchase Class I Shares through certain financial
intermediaries' institutional platforms. For more information about this program
and eligibility requirements, please contact a Janus representative at
[1-800-333-1181]. Exceptions to these minimums may apply for certain
tax-deferred, tax-qualified and retirement plans, and accounts held through
certain wrap programs. For additional information, contact your intermediary,
plan sponsor, administrator, or a Janus representative, as applicable.
JIF INTECH Risk-Managed Core Fund reserves the right to annually request that
intermediaries close JIF INTECH Risk-Managed Core 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 INTECH
Risk-Managed Core Fund, you may receive written notice prior to the closure of
your JIF INTECH Risk-Managed Core 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 and Class S
Shares.
JIF INTECH Risk-Managed Core 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 INTECH Risk-Managed Core Fund) to
withdraw the
C-5
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
INTECH Risk-Managed Core Fund based on the amount invested, as set forth in the
table below. The sales charge is allocated between Janus Distributors and your
financial intermediary. Sales charges, as expressed as a percentage of offering
price and as a percentage of your net investment, are shown in the table. The
dollar amount of your initial sales charge is calculated as the difference
between the public offering price and the net asset value of those shares. Since
the offering price is calculated to two decimal places using standard rounding
criteria, the number of shares purchased and the dollar amount of your sales
charge as a percentage of the offering price and of your net investment may be
higher or lower than the amounts set forth in the table depending on whether
there was a downward or upward rounding.
Class A Shares Sales Charge
as a Percentage of
-------------------------------
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
----------
(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 INTECH Risk-Managed Core 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 INTECH Risk-Managed Core Fund or certain
other Janus funds) with your current purchase of Class A Shares of JIF INTECH
Risk-Managed Core 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 INTECH Risk-Managed Core 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
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of intermediaries that have selling agreements with Janus Distributors to sell
Class A Shares; (ii) directors, officers, and employees of JCGI and its
affiliates; and (iii) trustees and officers of the Trust. In addition, the
initial sales charge may be waived on purchases of Class A Shares through
financial intermediaries that have entered into an agreement with Janus
Distributors that allows the waiver of the sales charge.
In order to obtain a sales charge discount, you should inform your financial
intermediary of other accounts in which there are JIF INTECH Risk-Managed Core
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 INTECH Risk-Managed Core Fund shares, as JIF INTECH
Risk-Managed Core Fund, its agents, or your financial intermediary may not
retain this information.
RIGHT OF ACCUMULATION. You may purchase Class A Shares of JIF INTECH
Risk-Managed Core 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
INTECH Risk-Managed Core Fund and of certain other classes (Class A Shares and
Class C Shares of the Trust) of Janus funds then held by you, or held in
accounts identified under "Aggregating Accounts" below, and applying the sales
charge applicable to such aggregate amount. In order for your purchases and
holdings to be aggregated for purposes of qualifying for such discount, they
must have been made through one financial intermediary and you must provide
sufficient information to your financial intermediary at the time of purchase to
permit verification that the purchase qualifies for the reduced sales charge.
The right of accumulation is subject to modification or discontinuance at any
time with respect to all shares purchased thereafter.
LETTER OF INTENT. You may obtain a reduced sales charge on Class A Shares by
signing a Letter of Intent indicating your intention to purchase $50,000 or more
of Class A Shares (including Class A Shares in other series of the Trust) over a
13-month period. The term of the Letter of Intent will commence upon the date
you sign the Letter of Intent. You must refer to such Letter when placing
orders. With regard to a Letter of Intent, the amount of investment for purposes
of applying the sales load schedule includes (i) the historical cost (what you
actually paid for the shares at the time of purchase, including any sales
charges) of all Class A Shares acquired during the term of the Letter of Intent,
minus (ii) the value of any redemptions of Class A Shares made during the term
of the Letter of Intent. Each investment made during the period receives the
reduced sales charge applicable to the total amount of the investment goal. A
portion of shares purchased may be held in escrow to pay for any sales charge
that may be applicable. If the goal is not achieved within the period, you must
pay the difference between the sales charges applicable to the purchases made
and the charges previously paid, or an appropriate number of escrowed shares
will be redeemed. Please contact your financial intermediary to obtain a Letter
of Intent application.
AGGREGATING ACCOUNTS. To take advantage of lower Class A Shares sales charges on
large purchases or through the exercise of a Letter of Intent or right of
accumulation, investments made by you, your spouse, and your children under age
21 may be aggregated if made for your own account(s) and/or certain other
accounts such as:
- trust accounts established by the above individuals (or the accounts
of the primary beneficiary of the trust if the person who established
the trust is deceased);
- solely controlled business accounts; and
- single participant retirement plans.
To receive a reduced sales charge under rights of accumulation or a Letter of
Intent, you must notify your financial intermediary of any eligible accounts
that you, your spouse, and your children under age 21 have at the time of your
purchase.
You may access information regarding sales loads, breakpoint discounts, and
purchases of JIF INTECH Risk-Managed Core Fund's shares, free of charge, and in
a clear and prominent format, at www.janus.com/breakpoints, and by following the
appropriate hyperlinks to the specific information.
C-7
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 INTECH Risk-Managed Core 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 INTECH Risk-Managed Core 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 INTECH Risk-Managed Core 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 INTECH Risk-Managed Core Fund may make up to
four round trips in JIF INTECH Risk-Managed Core Fund in a 12-month
period, although JIF INTECH Risk-Managed Core 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 INTECH Risk-Managed Core Fund (by any means) followed by a
purchase back into JIF INTECH Risk-Managed Core Fund (by any means).
JIF INTECH Risk-Managed Core Fund will work with intermediaries to
apply JIF INTECH Risk-Managed Core Fund's exchange limit. However, JIF
INTECH Risk-Managed Core Fund may not always have the ability to
monitor or enforce the trading activity in such accounts.
- For more information about JIF INTECH Risk-Managed Core 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 INTECH
Risk-Managed Core Fund's Class A Shares. Class A Shares or Class C Shares
received through an exchange of Class A Shares or Class C Shares, respectively,
of another fund of the Trust will not be subject to any applicable contingent
deferred sales charge ("CDSC") at the time of the exchange. Any CDSC applicable
to redemptions of Class A Shares or Class C Shares will continue to be measured
on the Shares received by exchange from the date of your original purchase. For
more information about the CDSC, please refer to "Redemptions." While Class C
Shares do not have any front-end sales charges, their higher annual operating
expenses mean that over time, you could end up paying more than the equivalent
of the maximum allowable front-end sales charge.
REDEMPTIONS
Redemptions, like purchases, of Class A, Class C 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 INTECH Risk-Managed Core Fund may be redeemed on any business day
on which JIF INTECH Risk-Managed Core 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 INTECH Risk-Managed Core Fund or its agent.
Redemption proceeds, less any applicable CDSC for Class A Shares and Class C
Shares, or less any applicable redemption fee for Class I and
C-8
Class S Shares, will normally be sent the business day following receipt of the
redemption order, but in no event later than seven days after receipt of such
order.
If you hold Class A, Class C, Class I or Class S Shares, you should note that
JIF INTECH Risk-Managed Core Fund reserves the right to annually request that
intermediaries close JIF INTECH Risk-Managed Core Fund accounts that are valued
at less than $100, other than as a result solely of depreciation in share value.
Certain accounts held through intermediaries may not be subject to closure due
to the policies of the intermediaries. You may receive written notice from your
intermediary to increase your account balance to the required minimum to avoid
having your account closed. In addition, if you hold Class I Shares directly
with JIF INTECH Risk-Managed Core Fund, you may receive written notice prior to
the closure of your JIF INTECH Risk-Managed Core 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 INTECH Risk-Managed Core
Fund retains the right to redeem some or all of its shares in-kind under unusual
circumstances, in order to protect the interests of remaining shareholders or to
accommodate a request by a particular shareholder that does not adversely affect
the interest of the remaining shareholders, by delivery of securities selected
from its assets at its discretion. However, JIF INTECH Risk-Managed Core Fund is
required to redeem shares solely for cash up to the lesser of $250,000 or 1% of
the NAV of JIF INTECH Risk-Managed Core Fund during any 90-day period for any
one shareholder. Should redemptions by any shareholder exceed such limitation,
JIF INTECH Risk-Managed Core 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 INTECH Risk-Managed Core 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 S Shares by authorizing your
financial intermediary to redeem a specified amount from your account on a day
or days you specify. Not all financial intermediaries offer this plan. Contact
your financial intermediary for details.
CLASS A SHARES AND CLASS C SHARES CDSC
A 1.00% CDSC may be deducted with respect to Class A Shares purchased without an
initial sales charge if redeemed within 12 months of purchase, unless any of the
CDSC waivers listed below apply. A 1.00% CDSC will be deducted with respect to
Class C Shares redeemed within 12 months of purchase, unless a CDSC waiver
applies. The CDSC will be based on the lower of the original purchase price or
the value of the redemption of the Class A Shares or Class C Shares redeemed, as
applicable.
CDSC WAIVERS
There are certain cases in which you may be exempt from a CDSC charged to Class
A Shares and Class C Shares. Among others, these include:
- Upon the death or disability of an account owner;
- Retirement plans and certain other accounts held through a financial
intermediary that has entered into an agreement with Janus
Distributors to waive CDSCs for such accounts;
C-9
- Retirement plan shareholders taking required minimum distributions;
- The redemption of Class A Shares or Class C Shares acquired through
reinvestment of JIF INTECH Risk-Managed Core 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 INTECH Risk-Managed Core 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.
REDEMPTION FEE - CLASS I AND CLASS S SHARES
Redemptions (and exchanges) of Class I and Class S Shares from JIF INTECH
Risk-Managed Core Fund held for 90 days or less may be subject to JIF INTECH
Risk-Managed Core Fund's redemption fee. The redemption fee is 2.00% of a
shareholder's redemption proceeds. This fee is paid to JIF INTECH Risk-Managed
Core Fund rather than Janus Capital, and is designed to deter excessive
short-term trading and to offset the brokerage commissions, market impact, and
other costs associated with changes in JIF INTECH Risk-Managed Core Fund's asset
level and cash flow due to short-term money movements in and out of JIF INTECH
Risk-Managed Core Fund.
Certain intermediaries have agreed to charge JIF INTECH Risk-Managed Core Fund's
redemption fee on their customers' accounts. In this case, the amount of the fee
and the holding period will generally be consistent with JIF INTECH Risk-Managed
Core Fund's. However, due to operational requirements, the intermediaries'
methods for tracking and calculating the fee may differ in some respects from
JIF INTECH Risk-Managed Core Fund's.
The redemption fee does not apply to certain types of accounts held through
intermediaries, including: (i) certain employer-sponsored retirement plans; (ii)
certain broker wrap fee and other fee-based programs; (iii) certain omnibus
accounts where the omnibus account holder does not have the operational
capability to impose a redemption fee on its underlying customers' accounts; and
(iv) certain intermediaries that do not have or report to JIF INTECH
Risk-Managed Core Fund sufficient information to impose a redemption fee on
their customers' accounts.
In addition, the redemption fee does not apply to: (i) premature distributions
from retirement accounts that are exempt from IRS penalty due to the disability
of or medical expenses incurred by the shareholder; (ii) required minimum
distributions from retirement accounts; (iii) return of excess contributions in
retirement accounts; (iv) redemptions resulting in the settlement of an estate
due to the death of the shareholder; (v) redemptions by participants of an
employer-sponsored automatic enrollment 401(k) plan who properly elect a refund
of contributions within 90 days of being automatically enrolled in such plan;
(vi) involuntary redemptions imposed by Janus Capital; and (vii) reinvested
distributions (dividends and capital gains). When cooperation from a financial
intermediary is necessary to impose a redemption fee on its customers' accounts,
different or additional exemptions may be applied by the financial intermediary.
Redemption fees may be waived under certain circumstances involving involuntary
redemptions imposed by intermediaries. Contact your financial intermediary (or a
Janus representative [(1-800-333-1181)], if you are a holder of Class I Shares
and you hold Class I Shares directly with JIF INTECH Risk-Managed Core Fund), or
refer to your plan documents for more information on whether the redemption fee
is applied to your shares.
In addition to the circumstances previously noted, JIF INTECH Risk-Managed Core
Fund reserves the right to waive the redemption fee at its discretion where it
believes such waiver is in the best interests of JIF INTECH Risk-Managed Core
Fund, including but not limited to when it determines that imposition of the
redemption fee is not necessary to protect JIF INTECH Risk-Managed Core Fund
from the effects of short-term trading. In addition, JIF INTECH Risk-Managed
Core Fund reserves the right to modify or eliminate the redemption fee or
waivers at any time. If there is a material change to JIF INTECH Risk-Managed
Core Fund's redemption fee, JIF INTECH Risk-Managed Core Fund will notify you at
least 60 days prior to the effective date of the change.
C-10
EXCESSIVE TRADING
EXCESSIVE TRADING POLICIES AND PROCEDURES
The Board of Trustees of JIF INTECH Risk-Managed Core Fund has adopted policies
and procedures with respect to short-term and excessive trading of Fund shares
("excessive trading"). JIF INTECH Risk-Managed Core Fund is intended for
long-term investment purposes only, and the Fund will take reasonable steps to
attempt to detect and deter excessive trading. Transactions placed in violation
of JIF INTECH Risk-Managed Core Fund's excessive trading policies may be
cancelled or revoked by the Fund by the next business day following receipt by
the Fund. The trading history of accounts determined to be under common
ownership or control within any of the Janus funds may be considered in
enforcing these policies and procedures. As described below, however, JIF INTECH
Risk-Managed Core 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 INTECH Risk-Managed
Core 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 INTECH Risk-Managed Core Fund attempts to deter excessive trading through at
least the following methods:
- exchange limitations as described under "Exchanges;"
- redemption fees (where applicable on certain classes of certain
funds); and
- fair valuation of securities as described under "Pricing of Fund
Shares."
JIF INTECH Risk-Managed Core Fund monitors Fund share transactions, subject to
the limitations described below. Generally, a purchase of JIF INTECH
Risk-Managed Core Fund's shares followed by the redemption of JIF INTECH
Risk-Managed Core Fund's shares within a 90-day period may result in enforcement
of JIF INTECH Risk-Managed Core Fund's excessive trading policies and procedures
with respect to future purchase orders, provided that the Fund reserves the
right to reject any purchase request as explained above.
If JIF INTECH Risk-Managed Core Fund detects excessive trading, the Fund may
suspend or permanently terminate the exchange privilege (if permitted by your
financial intermediary) of the account and may bar future purchases into the
Fund and any of the other Janus funds by such investor. JIF INTECH Risk-Managed
Core 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 INTECH Risk-Managed Core 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 INTECH
Risk-Managed Core Fund's excessive trading policies and procedures and may be
rejected in whole or in part by the Fund. JIF INTECH Risk-Managed Core 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 INTECH Risk-Managed Core Fund, and thus
the Fund may have difficulty curtailing such activity. Transactions accepted by
a financial intermediary in violation of JIF INTECH Risk-Managed Core Fund's
excessive trading policies may be cancelled or revoked by the Fund by the next
business day following receipt by the Fund.
In an attempt to detect and deter excessive trading in omnibus accounts, JIF
INTECH Risk-Managed Core Fund or its agents may require intermediaries to impose
restrictions on the trading activity of accounts traded through those
intermediaries. Such restrictions may include, but are not limited to, requiring
that trades be placed by U.S. mail, prohibiting purchases for a designated
period of time (typically 30 to 90 days) by investors who have recently redeemed
Fund shares, requiring intermediaries to report information about customers who
purchase and redeem large amounts, and similar restrictions. JIF INTECH
Risk-Managed Core 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.
C-11
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 INTECH
Risk-Managed Core Fund's methods to detect and deter excessive trading.
JIF INTECH Risk-Managed Core 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 INTECH Risk-Managed Core 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 INTECH Risk-Managed Core 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 INTECH Risk-Managed Core Fund's
long-term shareholders. Excessive trading into and out of JIF INTECH
Risk-Managed Core 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 INTECH Risk-Managed Core 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 INTECH Risk-Managed Core 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 INTECH Risk-Managed Core Fund's valuation of
a security differs from the security's market value, short-term arbitrage
traders may dilute the NAV of JIF INTECH Risk-Managed Core Fund, which
negatively impacts long-term shareholders. Although JIF INTECH Risk-Managed Core
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 INTECH Risk-Managed Core 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 INTECH Risk-Managed Core 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 INTECH Risk-Managed Core Fund and its agents. This makes JIF INTECH
Risk-Managed Core 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 INTECH Risk-Managed Core 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 INTECH Risk-Managed Core 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 INTECH Risk-Managed Core
Fund.
C-12
- FULL HOLDINGS. JIF INTECH Risk-Managed Core 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). Portfolio holdings of funds subadvised by
INTECH (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 60-day lag. Holdings are generally posted approximately two business
days thereafter under the Characteristics tab at www.janus.com/info.
- TOP HOLDINGS. JIF INTECH Risk-Managed Core 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 INTECH Risk-Managed Core 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 INTECH
Risk-Managed Core 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 INTECH
Risk-Managed Core 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 INTECH Risk-Managed
Core 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 INTECH RISK-MANAGED CORE FUND
JIF INTECH Risk-Managed Core 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 INTECH Risk-Managed Core 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 INTECH Risk-Managed Core Fund's income from certain dividends,
interest, and any net realized short-term capital gains are paid to shareholders
as ordinary income dividends. Certain dividend income may be reported to
shareholders as "qualified dividend income," which is generally subject to
reduced rates of taxation. Net realized long-term capital gains are paid to
shareholders as capital gains distributions, regardless of how long Shares of
the Fund have been held. Distributions are made at the class level, so they may
vary from class to class within a single fund.
DISTRIBUTION SCHEDULE
Dividends from net investment income and distributions of capital gains for JIF
INTECH Risk-Managed Core 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.
C-13
HOW DISTRIBUTIONS AFFECT JIF INTECH RISK-MANAGED CORE FUND'S NAV
Distributions are paid to shareholders as of the record date of a distribution
of JIF INTECH Risk-Managed Core Fund, regardless of how long the shares have
been held. Undistributed dividends and net capital gains are included in JIF
INTECH Risk-Managed Core Fund's daily NAV. The share price of JIF INTECH
Risk-Managed Core Fund drops by the amount of the distribution, net of any
subsequent market fluctuations. For example, assume that on December 31, JIF
INTECH Risk-Managed Core Fund declared a dividend in the amount of $0.25 per
share. If JIF INTECH Risk-Managed Core Fund's share price was $10.00 on December
30, JIF INTECH Risk-Managed Core 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 INTECH Risk-Managed Core 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 INTECH Risk-Managed
Core 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 INTECH Risk-Managed Core Fund, whether or not you reinvested the dividends.
Before buying shares of JIF INTECH Risk-Managed Core 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 INTECH Risk-Managed Core Fund's distributions of net
investment income and net capital gains are automatically reinvested in JIF
INTECH Risk-Managed Core Fund. To receive distributions in cash, contact your
financial intermediary or a Janus representative at [1-800-525-0020]. Whether
reinvested or paid in cash, the distributions may be subject to taxes, unless
your shares are held in a qualified tax-deferred plan or account.
TAXES
As with any investment, you should consider the tax consequences of investing in
JIF INTECH Risk-Managed Core 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 INTECH Risk-Managed Core 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 INTECH Risk-Managed Core Fund are subject to federal income
tax, regardless of whether the distribution is made in cash or reinvested in
additional shares of JIF INTECH Risk-Managed Core Fund. When gains from the sale
of a security held by JIF INTECH Risk-Managed Core Fund are paid to
shareholders, the rate at which the gain will be taxed to shareholders depends
on the length of time JIF INTECH Risk-Managed Core Fund held the security. In
certain states, a portion of the distributions (depending on the sources of JIF
INTECH Risk-Managed Core Fund's income) may be exempt from state and local
taxes. JIF INTECH Risk-Managed Core Fund's net investment income and capital
gains are distributed to (and may be taxable to) those persons who are
shareholders of JIF INTECH Risk-Managed Core Fund at the record date of such
payments. Although JIF INTECH Risk-Managed Core 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 INTECH Risk-Managed Core 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.
C-14
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 INTECH Risk-Managed Core Fund may be required to withhold U.S. federal
income tax on all distributions and redemptions payable to shareholders who fail
to provide their correct taxpayer identification number, fail to make certain
required certifications, or who have been notified by the Internal Revenue
Service that they are subject to backup withholding. The current backup
withholding rate is applied.
TAXATION OF JIF INTECH RISK-MANAGED CORE FUND
Dividends, interest, and some capital gains received by JIF INTECH Risk-Managed
Core Fund on foreign securities may be subject to foreign tax withholding or
other foreign taxes. If JIF INTECH Risk-Managed Core 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 INTECH Risk-Managed Core Fund. JIF INTECH
Risk-Managed Core 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 INTECH
Risk-Managed Core 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 INTECH Risk-Managed Core 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 INTECH Risk-Managed Core Fund meet these
requirements so that any earnings on your investment will not be subject to
federal income taxes twice. If JIF INTECH Risk-Managed Core Fund invests in
partnerships, it may be subject to state tax liabilities.
C-15
APPENDIX D
LEGAL MATTERS
In the fall of 2003, the Securities and Exchange Commission ("SEC"), the Office
of the New York State Attorney General ("NYAG"), the Colorado Attorney General
("COAG"), and the Colorado Division of Securities ("CDS") announced that they
were investigating alleged frequent trading practices in the mutual fund
industry. On August 18, 2004, Janus Capital announced that it had reached final
settlements with the SEC, the NYAG, the COAG, and the CDS related to such
regulators' investigations into Janus Capital's frequent trading arrangements.
A number of civil lawsuits were brought against Janus Capital and certain of its
affiliates, the Janus funds, and related entities and individuals based on
allegations similar to those announced by the above regulators and were filed in
several state and federal jurisdictions. Such lawsuits alleged a variety of
theories for recovery including, but not limited to, the federal securities
laws, other federal statutes (including ERISA), and various common law
doctrines. The Judicial Panel on Multidistrict Litigation transferred these
actions to the U.S. District Court for the District of Maryland (the "Court")
for coordinated proceedings. On September 29, 2004, five consolidated amended
complaints were filed with the Court that generally include: (i) claims by a
putative class of investors in certain Janus funds asserting claims on behalf of
the investor class (Marini, et al. v. Janus Investment Fund, et al., U.S.
District Court, District of Maryland, Case No. 04-CV-00497); (ii) derivative
claims by investors in certain Janus funds ostensibly on behalf of such funds
(Steinberg et al. v. Janus Capital Management, LLC et al., U.S. District Court,
District of Maryland, Case No. 04-CV-00518); (iii) claims on behalf of
participants in the Janus 401(k) plan (Wangberger v. Janus Capital Group Inc.,
401(k) Advisory Committee, et al., U.S. District Court, District of Maryland,
Case No. JFM-05-2711); (iv) claims brought on behalf of shareholders of Janus
Capital Group Inc. ("JCGI") on a derivative basis against the Board of Directors
of JCGI (Chasen v. Whiston, et al., U.S. District Court, District of Maryland,
Case No. 04-MD-00855); and (v) claims by a putative class of shareholders of
JCGI asserting claims on behalf of the shareholders (Wiggins, et al. v. Janus
Capital Group, Inc., et al., U.S. District Court, District of Maryland, Case No.
04-CV-00818). Each of the five complaints initially named JCGI and/or Janus
Capital as a defendant. In addition, the following were also named as defendants
in one or more of the actions: Janus Investment Fund ("JIF"), Janus Aspen Series
("JAS"), Janus Adviser Series ("JAD"), Janus Distributors LLC, INTECH Investment
Management LLC ("INTECH") (formerly named Enhanced Investment Technologies,
LLC), Bay Isle Financial LLC ("Bay Isle"), Perkins Investment Management LLC
("Perkins") (formerly named Perkins, Wolf, McDonnell and Company, LLC), the
Advisory Committee of the Janus 401(k) plan, and the current or former directors
of JCGI.
On August 25, 2005, the Court entered orders dismissing most of the claims
asserted against Janus Capital and its affiliates by fund investors in the
Marini and Steinberg cases (actions (i) and (ii) above) except certain claims
under Section 10(b) of the Securities Exchange Act of 1934 and under Section
36(b) of the Investment Company Act of 1940, as amended (the "1940 Act"). On
December 30, 2008, the court granted partial summary judgment in Janus Capital's
favor with respect to Plaintiffs' damage demand as it relates to what was
categorized as "approved" market timing based on the court's finding that there
was no evidence that investors suffered damages that exceed the $50 million they
are entitled to receive under the regulatory settlement. The court did not grant
summary judgment on the remaining causes of action and requested the parties to
submit additional briefing with respect to what was categorized as "unapproved"
market timing. On August 15, 2006, the Wangberger complaint in the 401(k) plan
class action (action (iii) above) was dismissed by the Court with prejudice. The
plaintiff appealed that dismissal decision to the United States Court of Appeals
for the Fourth Circuit, which remanded the case back to the Court for further
proceedings. The Court also dismissed the Chasen lawsuit (action (iv) above)
against JCGI's Board of Directors without leave to amend. Finally, a Motion to
Dismiss the Wiggins suit (action (v) above) was granted and the matter was
dismissed in May 2007. Plaintiffs appealed that dismissal to the United States
Court of Appeals for the Fourth Circuit where the appeal is pending.
In addition to the lawsuits described above, the Auditor of the State of West
Virginia ("Auditor"), in his capacity as securities commissioner, has initiated
administrative proceedings against many of the defendants in the market timing
cases (including JCGI and Janus Capital) and, as a part of its relief, is
seeking disgorgement and other monetary relief based on similar market timing
allegations (In the Matter of Janus Capital Group Inc. et al., Before the
Securities Commissioner, State of West Virginia, Summary Order No. 05-1320). In
September 2006, JCGI and 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.
D-1
2007CV7366; Tom Malley v. Janus Holdings, Denver District Court, Case No.
2007CV10719). These complaints allege some or all of the following claims: (1)
breach of contract; (2) willful and wanton breach of contract; (3) breach of
good faith and fair dealing; and (4) estoppel. Janus Holdings filed Answers to
these complaints denying any liability for these claims and intends to
vigorously defend against the allegations.
Additional lawsuits may be filed against certain of the Janus funds, Janus
Capital, and related parties in the future. Janus Capital does not currently
believe that these pending actions will materially affect its ability to
continue providing services it has agreed to provide to the Janus funds.
D-2
JANUS INVESTMENT FUND
STATEMENT OF ADDITIONAL INFORMATION
[April__, 2009]
Relating to the acquisition of the assets of
JANUS ADVISER INTECH RISK-MANAGED CORE FUND
a series of Janus Adviser Series
151 Detroit Street
Denver, Colorado 80206-4805
1-800-525-3713
by and in exchange for shares of beneficial interest of
INTECH RISK-MANAGED CORE FUND
(formerly named INTECH Risk-Managed Stock Fund)
a series of Janus Investment Fund
151 Detroit Street
Denver, Colorado 80206-4805
1-800-525-0200
This Statement of Additional Information (the "SAI") expands upon and
supplements the information contained in the combined Information Statement and
prospectus (the "Prospectus/Information Statement") dated [April __, 2009]. The
Prospectus/Information Statement is being furnished to shareholders of Janus
Adviser INTECH Risk-Managed Core Fund, a series of Janus Adviser Series ("JAD
INTECH Risk-Managed Core Fund"), in connection with the reorganization of JAD
INTECH Risk-Managed Core Fund with and into INTECH Risk-Managed Core Fund, a
series of Janus Investment Fund ("JIF INTECH Risk-Managed Core Fund"), pursuant
to which all of the assets and liabilities of JAD INTECH Risk-Managed Core Fund
would be transferred to JIF INTECH Risk-Managed Core Fund in exchange for shares
of beneficial interest of JIF INTECH Risk-Managed Core 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 and Class S shares of JIF INTECH Risk-Managed Core
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 INTECH Risk-Managed Core Fund, dated November 28,
2008, as supplemented (File No: 333-33978), and the SAI for JIF INTECH
Risk-Managed Core Fund, dated February 27, 2009, as supplemented (File
No: 002-34393).
2. The Financial Statements of JAD INTECH Risk-Managed Core 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 INTECH Risk-Managed Core Risk-Managed Core
Fund (formerly named INTECH Risk-Managed Stock 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 such
Reorganization, each owner of Class A, Class C, Class I and Class S shares of
JAD INTECH Risk-Managed Core Fund would become a shareholder of the
corresponding class of shares of JIF INTECH Risk-Managed Core Fund. JIF INTECH
Risk-Managed Core Fund does not currently offer Class A, Class C, Class I and
Class S shares. However, before the closing of the Reorganization, JIF INTECH
Risk-Managed Core Fund will create and register Class A, Class C, Class I 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 INTECH
Risk-Managed Core Fund and its Class A, Class C, Class I and Class S shares
provided in the Prospectus/Information Statement and other general information
about JIF INTECH Risk-Managed Core Fund in its SAI dated February 27, 2009, as
filed with the SEC on February 27, 2009 (File No. 002-34393), is incorporated
herein by reference. Only certain information specific to JIF INTECH
Risk-Managed Core Fund's Class A, Class C, Class I and Class S shares is
provided herein.
ADDITIONAL INFORMATION ABOUT
CLASS A, CLASS C, CLASS I AND CLASS S SHARES OF JIF INTECH RISK-MANAGED CORE
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 INTECH
Risk-Managed Core Fund's transfer agent. In addition, Janus Services provides
certain other administrative, recordkeeping, and shareholder relations services
for JIF INTECH Risk-Managed Core 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 S shares of JIF INTECH Risk-Managed Core Fund for providing or procuring
recordkeeping, subaccounting, and other administrative services to investors in
Class S shares of JIF INTECH Risk-Managed Core Fund. Janus Services expects to
use a significant portion of this fee to compensate retirement plan service
providers, broker-dealers, bank trust departments, financial advisors, and other
financial intermediaries for providing these services. Services provided by
these financial intermediaries may include but are not limited to recordkeeping,
processing and aggregating purchase and redemption transactions, providing
periodic statements, forwarding prospectuses, shareholder reports, and other
materials to existing customers, and other administrative services.
Janus Services is not compensated for its services related to Class A shares,
Class C shares, and Class I shares, except for out-of-pocket expenses. Included
in out-of-pocket expenses are the networking and/or omnibus account fees which
certain intermediaries charge with respect to transactions in JIF INTECH
Risk-Managed Core Fund that are processed through the National Securities
Clearing Corporation ("NSCC") or similar systems.
PURCHASES OF CLASS A SHARES
The price you pay for Class A shares is the public offering price, which is the
NAV next determined after JIF INTECH Risk-Managed Core 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 INTECH Risk-Managed
Core Fund receives the NAV. The sales charge is allocated between your financial
intermediary and Janus Distributors, the Trust's distributor, as shown in the
table, except where Janus Distributors, in its discretion, allocates up to the
entire amount to your financial intermediary. Sales charges, as expressed as a
percentage of offering price, a percentage of your net investment, and as a
percentage of the sales charge reallowed to financial intermediaries, are shown
in the table. The dollar amount of your initial sales charge is calculated as
the difference between the public offering price and the NAV of those shares.
Since the offering price is calculated to two decimal places using standard
rounding criteria, the number of shares purchased and the dollar amount of your
sales charge as a percentage of the offering price and of your net investment
may be higher or lower than the amounts set forth in the table depending on
whether there was a downward or upward rounding. Although you pay no initial
sales charge on purchases of $1,000,000 or more, Janus Distributors may pay,
from its own resources, a commission to your financial intermediary on such
investments.
Sales Charge as a Sales Charge as a Amount of Sales Charge Reallowed to
Percentage of Percentage of Net Financial Intermediaries as a
Offering Price* Amount Invested Percentage of 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
----------
* 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.
2
DISTRIBUTION AND SHAREHOLDER SERVICING PLANS
CLASS A SHARES AND CLASS S SHARES
As described in the Prospectus/Information Statement, Class A shares and Class S
shares will each adopt distribution and shareholder servicing plans (the "Class
A 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 of JIF INTECH Risk-Managed Core Fund for activities that are
primarily intended to result in sales of Class A shares or Class S shares of
such Fund, including but not limited to preparing, printing, and distributing
prospectuses, SAIs, shareholder reports, and educational materials to
prospective and existing investors; responding to inquiries by investors;
receiving and answering correspondence and similar activities. Payments under
the Plans are not tied exclusively to actual distribution and service expenses,
and the payments may exceed distribution and service expenses actually incurred.
Payments are made to Janus Distributors LLC, JIF INTECH Risk-Managed Core Fund's
distributor ("Janus Distributors"), who may make ongoing payments to financial
intermediaries based on the value of Fund shares held by such intermediaries'
customers.
CLASS C SHARES
As described in the Prospectus/Information Statement, Class C shares will adopt
a distribution and shareholder servicing plan (the "Class C Plan") in accordance
with Rule 12b-1 under the 1940 Act. The Class C Plan is a compensation type plan
and permits the payment at an annual rate of up to 0.75% of the average daily
net assets of Class C shares of JIF INTECH Risk-Managed Core Fund for activities
which are primarily intended to result in sales of Class C shares of JIF INTECH
Risk-Managed Core 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 INTECH Risk-Managed
Core Fund for shareholder servicing activities such as providing facilities to
answer questions from existing investors about JIF INTECH Risk-Managed Core
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 INTECH
Risk-Managed Core Fund or Janus Distributors in connection with the Plans will
continue in effect for a period of more than one year only so long as
continuance is specifically approved at least annually by a vote of a majority
of the Trustees, and of a majority of the Trustees who are not interested
persons (as defined in the 1940 Act) of the Trust and who have no direct or
indirect financial interest in the operation of the Plans or any related
agreements ("12b-1 Trustees"). All material amendments to any Plan must be
approved by a majority vote of the Trustees, including a majority of the 12b-1
Trustees, at a meeting called for that purpose. In addition, any Plan may be
terminated as to JIF INTECH Risk-Managed Core Fund at any time, without penalty,
by vote of a majority of the outstanding shares of that Class of JIF INTECH
Risk-Managed Core 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.
3
PRO FORMA FINANCIAL STATEMENTS
In connection with a proposed transaction whereby all of the assets and
liabilities of JAD INTECH Risk-Managed Core Fund will be transferred to JIF
INTECH Risk-Managed Core Fund (each, a "Fund" and collectively, the "Funds"), in
exchange for shares of JIF INTECH Risk-Managed Core 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.
INTECH RISK-MANAGED CORE FUND
SCHEDULE OF INVESTMENTS (UNAUDITED)
As of October 31, 2008
Pro Forma Pro Forma
Janus Adviser INTECH Janus Adviser INTECH
INTECH Risk- INTECH Risk- Risk- INTECH Risk- INTECH Risk- Risk-
Managed Core Managed Core Managed Managed Core Managed Core Managed Core
Fund Fund Core Fund Fund Fund Fund
------------ ------------- ---------- ------------ ------------ ------------
Shares Shares Shares Value Value Value
------------ ------------- ---------- ------------ ------------ ------------
Common Stock - 99.8%
Advertising Agencies - 0.1%
Interpublic Group of Companies, Inc.* 67,000 22,100 89,100 $ 347,730 $ 114,699 $ 462,429
Aerospace and Defense - 2.0%
Boeing Co. 12,800 4,100 16,900 669,056 214,307 883,363
General Dynamics Corp. 16,400 5,500 21,900 989,248 331,760 1,321,008
Lockheed Martin Corp. 31,300 11,200 42,500 2,662,065 952,560 3,614,625
Northrop Grumman Corp. 3,900 1,200 5,100 182,871 56,268 239,139
Raytheon Co. 10,000 3,300 13,300 511,100 168,663 679,763
5,014,340 1,723,558 6,737,898
Aerospace and Defense - Equipment - 0.5%
B.F. Goodrich Co. 15,200 5,100 20,300 555,712 186,456 742,168
United Technologies Corp. 14,200 4,700 18,900 780,432 258,312 1,038,744
1,336,144 444,768 1,780,912
Agricultural Chemicals - 0.6%
CF Industries Holdings, Inc. 2,600 800 3,400 166,894 51,352 218,246
Monsanto Co. 14,600 5,100 19,700 1,299,108 453,798 1,752,906
1,466,002 505,150 1,971,152
Agricultural Operations - 0.1%
Archer-Daniels-Midland Co. 14,600 4,900 19,500 302,658 101,577 404,235
Airlines - 0.0%
Southwest Airlines Co. 3,200 1,900 5,100 37,696 22,382 60,078
Apparel Manufacturers - 0.5%
Coach, Inc.* 19,200 6,200 25,400 395,520 127,720 523,240
Jones Apparel Group, Inc. 14,100 4,300 18,400 156,651 47,773 204,424
Polo Ralph Lauren Corp. 4,200 1,600 5,800 198,114 75,472 273,586
VF Corp. 8,900 3,100 12,000 490,390 170,810 661,200
1,240,675 421,775 1,662,450
Appliances - 0.0%
Whirlpool Corp. 700 100 800 32,655 4,665 37,320
Applications Software - 1.5%
Compuware Corp.* 27,700 9,100 36,800 176,726 58,058 234,784
Intuit, Inc.* 5,600 1,900 7,500 140,336 47,614 187,950
Microsoft Corp. 137,100 45,300 182,400 3,061,443 1,011,549 4,072,992
Salesforce.com, Inc.* 8,900 2,800 11,700 275,544 86,688 362,232
4
3,654,049 1,203,909 4,857,958
Athletic Footwear - 0.6%
Nike, Inc. - Class B 24,600 8,900 33,500 1,417,698 512,907 1,930,605
Automotive - Cars and Light
Trucks - 0.1%
General Motors Corp.* 38,000 10,400 48,400 219,640 60,112 279,752
Automotive - Medium and Heavy
Duty Trucks - 0.2%
Paccar, Inc. 13,900 4,850 18,750 406,436 141,814 548,250
Automotive - Truck Parts and
Equipment - Original - 0.5%
Johnson Controls, Inc. 66,700 22,000 88,700 1,182,591 390,060 1,572,651
Beverages - Non-Alcoholic - 3.3%
Coca-Cola Co. 116,100 37,400 153,500 5,115,366 1,647,844 6,763,210
Coca-Cola Enterprises, Inc. 20,400 7,000 27,400 205,020 70,350 275,370
Dr. Pepper Snapple Group Inc.* 6,100 2,000 8,100 139,690 45,800 185,490
Pepsi Bottling Group, Inc. 3,100 1,100 4,200 71,672 25,432 97,104
PepsiCo, Inc. 48,800 16,400 65,200 2,782,088 934,964 3,717,052
8,313,836 2,724,390 11,038,226
Beverages - Wine and Spirits - 0.2%
Brown-Forman Corp. - Class B 11,875 4,125 16,000 539,125 187,275 726,400
Constellation Brands, Inc. - Class A* 400 900 1,300 5,016 11,286 16,302
544,141 198,561 742,702
Brewery - 0.2%
Anheuser-Busch Companies, Inc. 2,700 900 3,600 167,481 55,827 223,308
Molson Coors Brewing Co. - Class B 8,500 2,600 11,100 317,560 97,136 414,696
485,041 152,963 638,004
Building - Residential and
Commercial - 0.9%
Centex Corp.* 33,500 13,900 47,400 410,375 170,275 580,650
D.R. Horton, Inc. 64,200 19,700 83,900 473,796 145,386 619,182
KB Home 21,000 7,500 28,500 350,490 125,175 475,665
Lennar Corp. - Class A 43,900 14,500 58,400 339,786 112,230 452,016
Pulte Homes, Inc. 62,300 20,600 82,900 694,022 229,484 923,506
2,268,469 782,550 3,051,019
Cable Television - 1.0%
Comcast Corp. - Class A 43,400 13,900 57,300 683,984 219,064 903,048
DIRECTV Group, Inc.* 49,200 17,700 66,900 1,076,988 387,453 1,464,441
Scripps Networks, Intl. 20,900 6,800 27,700 593,560 193,120 786,680
2,354,532 799,637 3,154,169
Casino Services - 0.1%
International Game Technology 12,800 5,600 18,400 179,200 78,400 257,600
Chemicals - Diversified - 0.3%
Dow Chemical Co. 2,400 800 3,200 64,008 21,336 85,344
E.I. du Pont de Nemours and Co. 12,500 5,000 17,500 400,000 160,000 560,000
PPG Industries, Inc. 1,700 500 2,200 84,286 24,790 109,076
Rohm & Haas Co. 1,700 500 2,200 119,595 35,175 154,770
667,889 241,301 909,190
Chemicals - Specialty - 0.7%
Eastman Chemical Co. 5,700 2,000 7,700 230,223 80,780 311,003
5
Ecolab, Inc. 9,800 3,300 13,100 365,148 122,958 488,106
Sigma-Aldrich Corp. 23,700 8,100 31,800 1,039,482 355,266 1,394,748
1,634,853 559,004 2,193,857
Coal - 0.7%
Consol Energy, Inc. 27,400 8,700 36,100 860,086 273,093 1,133,179
Massey Energy Co. 19,400 6,400 25,800 447,946 147,776 595,722
Peabody Energy Corp. 8,800 2,700 11,500 303,688 93,177 396,865
1,611,720 514,046 2,125,766
Commercial Banks - 0.6%
BB&T Corp. 24,000 8,500 32,500 860,400 304,725 1,165,125
M&T Bank Corp. 5,000 1,700 6,700 405,500 137,870 543,370
Regions Financial Corp. 19,100 4,900 24,000 211,819 54,341 266,160
Zions Bancorporation 3,100 1,100 4,200 118,141 41,921 160,062
1,595,860 538,857 2,134,717
Commercial Services - 0.1%
Convergys Corp.* 21,600 6,800 28,400 166,104 52,292 218,396
Commercial Services - Finance - 1.4%
Equifax, Inc. 12,300 4,400 16,700 320,784 114,752 435,536
H&R Block, Inc. 40,000 14,200 54,200 788,800 280,024 1,068,824
MasterCard, Inc. - Class A 7,100 2,400 9,500 1,049,522 354,768 1,404,290
Moody's Corp. 27,700 9,100 36,800 709,120 232,960 942,080
Western Union Co. 37,500 13,000 50,500 572,250 198,380 770,630
3,440,476 1,180,884 4,621,360
Computer Services - 0.4%
Affiliated Computer Services,
Inc. - Class A* 21,300 7,000 28,300 873,300 287,000 1,160,300
Computers - 3.7%
Apple, Inc.* 21,500 8,000 29,500 2,313,185 860,720 3,173,905
Hewlett-Packard Co. 90,100 33,500 123,600 3,449,028 1,282,380 4,731,408
IBM Corp. 36,200 12,900 49,100 3,365,514 1,199,313 4,564,827
9,127,727 3,342,413 12,470,140
Computers - Memory Devices - 0.3%
EMC Corp.* 36,300 12,000 48,300 427,614 141,360 568,974
Network Appliance, Inc.* 17,300 6,200 23,500 234,069 83,886 317,955
661,683 225,246 886,929
Computers - Peripheral
Equipment - 0.0%
Lexmark International Group,
Inc. - Class A* 4,200 1,300 5,500 108,486 33,579 142,065
Containers - Metal and Glass - 0.1%
Ball Corp. 7,100 2,100 9,200 242,820 71,820 314,640
Containers - Paper and Plastic - 0.4%
Bemis Company, Inc. 5,600 1,800 7,400 139,104 44,712 183,816
Pactiv Corp.* 3,100 1,000 4,100 73,036 23,560 96,596
Sealed Air Corp. 42,300 13,900 56,200 715,716 235,188 950,904
927,856 303,460 1,231,316
Cosmetics and Toiletries - 3.4%
Avon Products, Inc. 9,200 3,300 12,500 228,436 81,939 310,375
Colgate-Palmolive Co. 41,300 13,200 54,500 2,591,988 828,432 3,420,420
6
Estee Lauder Companies, Inc. - Class A 5,000 2,200 7,200 180,200 79,288 259,488
Procter & Gamble Co. 83,887 28,788 112,675 5,414,067 1,857,978 7,272,045
8,414,691 2,847,637 11,262,328
Cruise Lines - 0.1%
Carnival Corp. (U.S. Shares) 10,900 3,500 14,400 276,860 88,900 365,760
Data Processing and Management - 0.1%
Fiserv, Inc.* 4,900 1,600 6,500 163,464 53,376 216,840
Dental Supplies and Equipment - 0.1%
Patterson Companies, Inc.* 6,000 1,900 7,900 151,980 48,127 200,107
Disposable Medical Products - 0.2%
C.R. Bard, Inc. 4,200 1,600 5,800 370,650 141,200 511,850
Distribution/Wholesale - 0.1%
Fastenal Co. 6,500 2,200 8,700 261,690 88,572 350,262
W.W. Grainger, Inc. 300 100 400 23,571 7,857 31,428
285,261 96,429 381,690
Diversified Financial Services - 0.0%
IntercontinentalExchange, Inc.* 1,100 400 1,500 94,116 34,224 128,340
Diversified Operations - 5.5%
3M Co. 9,100 3,000 12,100 585,130 192,900 778,030
Danaher Corp. 1,000 500 1,500 59,240 29,620 88,860
Dover Corp. 9,000 3,000 12,000 285,930 95,310 381,240
General Electric Co. 383,200 125,600 508,800 7,476,233 2,450,456 9,926,689
Honeywell International, Inc. 57,200 18,600 75,800 1,741,740 566,370 2,308,110
Illinois Tool Works, Inc. 2,300 400 2,700 76,797 13,356 90,153
Ingersoll-Rand Co. - Class A 17,453 5,492 22,945 322,008 101,327 423,335
Leggett & Platt, Inc. 12,600 4,500 17,100 218,736 78,120 296,856
Leucadia National Corp. 47,300 15,500 62,800 1,269,532 416,020 1,685,552
Parker Hannifin Corp. 1,100 400 1,500 42,647 15,508 58,155
Textron, Inc. 23,700 8,800 32,500 419,490 155,760 575,250
Tyco International, Ltd. 31,000 11,100 42,100 783,680 280,608 1,064,288
13,281,163 4,395,355 17,676,518
E-Commerce/Products - 0.5%
Amazon.com, Inc.* 23,700 7,900 31,600 1,356,588 452,196 1,808,784
Electric - Integrated - 4.8%
Allegheny Energy, Inc. 2,500 800 3,300 75,375 24,120 99,495
Ameren Corp. 500 200 700 16,225 6,490 22,715
American Electric Power Company, Inc. 15,000 5,600 20,600 489,450 182,728 672,178
Constellation Energy Group, Inc. 18,800 6,600 25,400 455,148 159,786 614,934
Edison International 2,800 600 3,400 99,652 21,354 121,006
Entergy Corp. 26,300 8,500 34,800 2,052,715 663,425 2,716,140
Exelon Corp. 1,900 700 2,600 103,056 37,968 141,024
FirstEnergy Corp. 24,300 7,600 31,900 1,267,488 396,416 1,663,904
FPL Group, Inc. 60,900 19,500 80,400 2,876,916 921,180 3,798,096
PG&E Corp. 1,300 500 1,800 47,671 18,335 66,006
Pinnacle West Capital Corp. 700 300 1,000 22,155 9,495 31,650
PPL Corp. 72,200 22,800 95,000 2,369,604 748,296 3,117,900
7
Public Service Enterprise Group, Inc. 36,000 12,400 48,400 1,013,400 349,060 1,362,460
Southern Co. 11,200 3,700 14,900 384,608 127,058 511,666
Teco Energy, Inc. 24,600 8,400 33,000 283,884 96,936 380,820
Xcel Energy, Inc. 9,600 3,700 13,300 167,232 64,454 231,686
11,724,579 3,827,101 15,551,680
Electric Products - Miscellaneous - 0.1%
Emerson Electric Co. 7,600 2,900 10,500 248,748 94,917 343,665
Electronic Components -
Miscellaneous - 0.2%
Tyco Electronics, Ltd. 31,200 10,300 41,500 606,528 200,232 806,760
Electronic Components -
Semiconductors - 1.3%
Altera Corp. 4,400 1,500 5,900 76,340 26,025 102,365
Intel Corp. 70,000 24,100 94,100 1,120,000 385,600 1,505,600
LSI Corp.* 68,200 20,200 88,400 262,570 77,770 340,340
MEMC Electronic Materials, Inc.* 14,800 5,100 19,900 272,024 93,738 365,762
Microchip Technology, Inc. 19,700 7,000 26,700 485,211 172,410 657,621
QLogic Corp.* 37,400 11,200 48,600 449,548 134,624 584,172
Texas Instruments, Inc. 10,400 3,400 13,800 203,424 66,504 269,928
Xilinx, Inc. 18,900 6,200 25,100 348,138 114,204 462,342
3,217,255 1,070,875 4,288,130
Electronic Connectors - 0.1%
Amphenol Corp. - Class A 5,000 1,600 6,600 143,250 45,840 189,090
Electronic Forms - 0.0%
Adobe Systems, Inc.* 2,000 500 2,500 53,280 13,320 66,600
Electronics - Military - 0.2%
L-3 Communications Holdings, Inc. 7,600 1,800 9,400 616,892 146,106 762,998
Engineering - Research and
Development Services - 0.7%
Fluor Corp. 21,700 7,100 28,800 866,481 283,503 1,149,984
Jacobs Engineering Group, Inc.* 23,200 8,100 31,300 845,176 295,083 1,140,259
1,711,657 578,586 2,290,243
Engines - Internal Combustion - 0.2%
Cummins, Inc. 20,000 6,400 26,400 517,000 165,440 682,440
Enterprise Software/Services - 0.9%
BMC Software, Inc.* 18,400 6,000 24,400 475,088 154,920 630,008
CA, Inc. 2,900 1,000 3,900 51,620 17,800 69,420
Oracle Corp.* 88,942 31,935 120,877 1,626,749 584,091 2,210,840
2,153,457 756,811 2,910,268
Entertainment Software - 0.0%
Electronic Arts, Inc.* 2,200 200 2,400 50,116 4,556 54,672
Fiduciary Banks - 0.9%
Bank of New York Mellon Corp. 11,100 3,200 14,300 361,860 104,320 466,180
Northern Trust Corp. 20,100 6,200 26,300 1,131,831 349,122 1,480,953
State Street Corp. 17,600 5,600 23,200 762,960 242,760 1,005,720
2,256,651 696,202 2,952,853
Filtration and Separations
Products - 0.0%
Pall Corp. 2,400 800 3,200 63,384 21,128 84,512
Finance - Commercial - 0.0%
8
CIT Group, Inc. 7,900 2,600 10,500 32,706 10,764 43,470
Finance - Credit Card - 0.0%
Discover Financial Services 4,800 1,600 6,400 58,800 19,600 78,400
Finance - Investment
Bankers/Brokers - 1.2%
Charles Schwab Corp. 17,700 6,400 24,100 338,424 122,368 460,792
Citigroup, Inc. 6,900 1,300 8,200 94,185 17,745 111,930
Goldman Sachs Group, Inc. 8,100 2,700 10,800 749,250 249,750 999,000
JP Morgan Chase & Co. 32,540 8,386 40,926 1,342,275 345,923 1,688,198
Merrill Lynch & Company, Inc. 13,600 4,800 18,400 252,824 89,232 342,056
Morgan Stanley Co. 16,000 5,300 21,300 279,520 92,591 372,111
3,056,478 917,609 3,974,087
Finance - Other Services - 0.1%
CME Group, Inc. 400 100 500 112,860 28,215 141,075
Nasdaq Stock Market, Inc.* 3,600 1,200 4,800 116,856 38,952 155,808
NYSE Euronext 4,000 1,400 5,400 120,720 42,252 162,972
350,436 109,419 459,855
Financial Guarantee Insurance - 0.0%
MBIA, Inc.* 7,700 2,500 10,200 75,691 24,575 100,266
Food - Meat Products - 0.1%
Tyson Foods, Inc. - Class A 31,400 10,300 41,700 274,436 90,022 364,458
Food - Miscellaneous/Diversified - 0.6%
General Mills, Inc. 3,700 1,300 5,000 250,638 88,062 338,700
H.J. Heinz Co. 13,400 4,800 18,200 587,188 210,336 797,524
Kellogg Co. 8,100 2,400 10,500 408,402 121,008 529,410
Kraft Foods, Inc. - Class A 9,700 3,400 13,100 282,658 99,076 381,734
McCormick & Company, Inc. 1,500 500 2,000 50,490 16,830 67,320
1,579,376 535,312 2,114,688
Food - Retail - 0.9%
Kroger Co. 60,700 19,100 79,800 1,666,822 524,486 2,191,308
Safeway, Inc. 18,500 5,800 24,300 393,495 123,366 516,861
Whole Foods Market, Inc.* 14,200 6,300 20,500 152,224 67,536 219,760
2,212,541 715,388 2,927,929
Food - Wholesale/Distribution - 0.0%
Sysco Corp. 1,800 1,000 2,800 47,160 26,200 73,360
Forestry - 0.2%
Plum Creek Timber Company, Inc. 8,500 2,500 11,000 316,880 93,200 410,080
Weyerhaeuser Co. 5,600 2,000 7,600 214,032 76,440 290,472
530,912 169,640 700,552
Gas - Distribution - 0.1%
NiSource, Inc. 4,800 1,600 6,400 62,208 20,736 82,944
Sempra Energy Co. 1,600 200 1,800 68,144 8,518 76,662
130,352 29,254 159,606
Gold Mining - 0.1%
Newmont Mining Corp. 4,800 1,500 6,300 126,432 39,510 165,942
Hotels and Motels - 0.2%
Marriott International, Inc. - Class A 5,500 1,700 7,200 114,785 35,479 150,264
9
Starwood Hotels & Resorts
Worldwide, Inc. 17,600 6,100 23,700 396,704 137,494 534,198
511,489 172,973 684,462
Human Resources - 0.0%
Robert Half International, Inc. 6,500 2,800 9,300 122,655 52,836 175,491
Industrial Gases - 0.6%
Air Products and Chemicals, Inc. 11,400 4,000 15,400 662,682 232,520 895,202
Praxair, Inc. 11,600 4,000 15,600 755,740 260,600 1,016,340
1,418,422 493,120 1,911,542
Instruments - Scientific - 0.8%
Applera Corp. - Applied Biosystems Group 16,400 5,600 22,000 505,612 172,648 678,260
PerkinElmer, Inc. 5,000 1,200 6,200 89,700 21,528 111,228
Thermo Fisher Scientific, Inc.* 34,200 11,200 45,400 1,388,520 454,720 1,843,240
1,983,832 648,896 2,632,728
Insurance Brokers - 0.3%
Aon Corp. 2,300 900 3,200 97,290 38,070 135,360
Marsh & McLennan Companies, Inc. 18,700 6,700 25,400 548,284 196,444 744,728
645,574 234,514 880,088
Internet Infrastructure Software - 0.1%
Akamai Technologies, Inc.* 13,500 4,400 17,900 194,130 63,272 257,402
Internet Security - 0.4%
Symantec Corp.* 51,100 16,700 67,800 642,838 210,086 852,924
VeriSign, Inc.* 18,700 6,600 25,300 396,440 139,920 536,360
1,039,278 350,006 1,389,284
Investment Companies - 0.0%
American Capital Strategies, Ltd. 6,100 1,700 7,800 85,705 23,885 109,590
Investment Management and Advisory
Services - 0.5%
Federated Investors, Inc. - Class B 20,000 6,300 26,300 484,000 152,460 636,460
Invesco, Ltd. (U.S. Shares) 12,300 4,000 16,300 183,393 59,640 243,033
T. Rowe Price Group, Inc. 17,000 5,700 22,700 672,180 225,378 897,558
1,339,573 437,478 1,777,051
Life and Health Insurance - 1.1%
AFLAC, Inc. 30,400 11,100 41,500 1,346,112 491,508 1,837,620
Principal Financial Group, Inc. 14,400 5,000 19,400 273,456 94,950 368,406
Prudential Financial, Inc. 6,400 2,100 8,500 192,000 63,000 255,000
Torchmark Corp. 6,500 2,200 8,700 271,505 91,894 363,399
UnumProvident Corp. 33,600 11,800 45,400 529,200 185,850 715,050
2,612,273 927,202 3,539,475
Machinery - Construction and
Mining - 0.5%
Caterpillar, Inc. 33,700 11,100 44,800 1,286,329 423,687 1,710,016
Terex Corp.* 3,800 1,300 5,100 63,422 21,697 85,119
1,349,751 445,384 1,795,135
Machinery - Farm - 0.4%
Deere & Co. 25,700 9,100 34,800 990,992 350,896 1,341,888
Machinery - Pumps - 0.1%
Flowserve Corp. 3,300 900 4,200 187,836 51,228 239,064
Medical - Biomedical and Genetic - 0.9%
10
Amgen, Inc.* 3,400 1,100 4,500 203,626 65,879 269,505
Biogen Idec, Inc.* 3,100 1,100 4,200 131,905 46,805 178,710
Celgene Corp.* 9,500 3,200 12,700 610,470 205,632 816,102
Genzyme Corp.* 7,800 2,600 10,400 568,464 189,488 757,952
Gilead Sciences, Inc.* 16,800 6,200 23,000 770,280 284,270 1,054,550
2,284,745 792,074 3,076,819
Medical - Drugs - 3.1%
Abbott Laboratories 35,600 12,100 47,700 1,963,340 667,315 2,630,655
Allergan, Inc. 2,000 700 2,700 79,340 27,769 107,109
Bristol-Myers Squibb Co. 9,800 5,500 15,300 201,390 113,025 314,415
Eli Lilly and Co. 6,000 2,300 8,300 202,920 77,786 280,706
Forest Laboratories, Inc.* 10,200 3,700 13,900 236,946 85,951 322,897
King Pharmaceuticals, Inc.* 45,800 15,100 60,900 402,582 132,729 535,311
Merck & Company, Inc. 123,600 46,500 170,100 3,825,420 1,439,175 5,264,595
Pfizer, Inc. 38,100 13,400 51,500 674,751 237,314 912,065
Wyeth 4,800 1,500 6,300 154,464 48,270 202,734
7,741,153 2,829,334 10,570,487
Medical - Generic Drugs - 0.2%
Barr Pharmaceuticals, Inc.* 3,100 1,100 4,200 199,206 70,686 269,892
Mylan Laboratories, Inc.* 21,600 6,500 28,100 185,112 55,705 240,817
Watson Pharmaceuticals, Inc.* 1,200 100 1,300 31,404 2,617 34,021
415,722 129,008 544,730
Medical - HMO - 0.3%
Aetna, Inc. 5,400 1,800 7,200 134,298 44,766 179,064
CIGNA Corp. 42,000 13,900 55,900 684,600 226,570 911,170
Humana, Inc.* 1,100 500 1,600 32,549 14,795 47,344
851,447 286,131 1,137,578
Medical - Hospitals - 0.2%
Tenet Healthcare Corp.* 104,300 35,200 139,500 456,834 154,176 611,010
Medical - Wholesale Drug
Distributors - 0.0%
AmerisourceBergen Corp. 1,500 500 2,000 46,905 15,635 62,540
Cardinal Health, Inc. 1,200 400 1,600 45,840 15,280 61,120
92,745 30,915 123,660
Medical Instruments - 0.5%
Boston Scientific Corp.* 69,100 22,700 91,800 623,973 204,981 828,954
Intuitive Surgical, Inc.* 1,000 400 1,400 172,790 69,116 241,906
Medtronic, Inc. 5,500 1,800 7,300 221,815 72,594 294,409
St. Jude Medical, Inc.* 3,400 1,200 4,600 129,302 45,636 174,938
1,147,880 392,327 1,540,207
Medical Labs and Testing Services - 0.1%
Quest Diagnostics, Inc. 5,600 2,000 7,600 262,080 93,600 355,680
Medical Products - 3.7%
Baxter International, Inc. 34,600 12,300 46,900 2,092,954 744,027 2,836,981
Becton, Dickinson and Co. 7,800 2,500 10,300 541,320 173,500 714,820
Covidien, Ltd. 16,800 5,500 22,300 744,072 243,595 987,667
Hospira, Inc.* 4,300 1,100 5,400 119,626 30,602 150,228
11
Johnson & Johnson 46,000 14,700 60,700 2,821,640 901,698 3,723,338
Stryker Corp. 29,100 9,700 38,800 1,555,686 518,562 2,074,248
Varian Medical Systems, Inc.* 20,800 6,900 27,700 946,608 314,019 1,260,627
Zimmer Holdings, Inc.* 7,800 2,600 10,400 362,154 120,718 482,872
9,184,060 3,046,721 12,230,781
Metal - Aluminum - 0.0%
Alcoa, Inc. 7,600 2,700 10,300 87,476 31,077 118,553
Metal - Diversified - 0.1%
Freeport-McMoRan Copper & Gold,
Inc. - Class B 5,104 1,621 6,725 148,526 47,171 195,697
Metal Processors and Fabricators - 0.4%
Precision Castparts Corp. 13,800 4,600 18,400 894,378 298,126 1,192,504
Multi-Line Insurance - 1.6%
Allstate Corp. 3,900 1,400 5,300 102,921 36,946 139,867
American International Group, Inc.* 16,900 4,900 21,800 32,279 9,359 41,638
Assurant, Inc. 19,200 7,900 27,100 489,216 201,292 690,508
Cincinnati Financial Corp. 3,300 1,100 4,400 85,767 28,589 114,356
Loews Corp. 94,100 30,900 125,000 3,125,061 1,026,189 4,151,250
MetLife, Inc. 4,500 1,400 5,900 149,490 46,508 195,998
3,984,734 1,348,883 5,333,617
Multimedia - 0.6%
McGraw-Hill Companies, Inc. 10,600 3,600 14,200 284,504 96,624 381,128
News Corporation, Inc. - Class A 37,800 12,500 50,300 402,192 133,000 535,192
Time Warner, Inc. 5,900 3,700 9,600 59,531 37,333 96,864
Viacom, Inc. - Class B* 11,600 3,300 14,900 234,552 66,726 301,278
Walt Disney Co. 16,500 5,400 21,900 427,350 139,860 567,210
1,408,129 473,543 1,881,672
Networking Products - 1.1%
Cisco Systems, Inc.* 131,700 43,700 175,400 2,340,309 776,549 3,116,858
Juniper Networks, Inc.* 14,500 4,800 19,300 271,730 89,952 361,682
2,612,039 866,501 3,478,540
Non-Hazardous Waste Disposal - 0.2%
Allied Waste Industries, Inc.* 32,500 10,700 43,200 338,650 111,494 450,144
Waste Management, Inc. 3,400 1,100 4,500 106,182 34,353 140,535
444,832 145,847 590,679
Oil - Field Services - 1.5%
BJ Services Co. 10,300 4,200 14,500 132,355 53,970 186,325
Halliburton Co. 4,800 3,500 8,300 94,992 69,265 164,257
Schlumberger, Ltd. (U.S. Shares) 27,600 9,200 36,800 1,425,540 475,180 1,900,720
Smith International, Inc. 15,200 5,400 20,600 524,096 186,192 710,288
Transocean, Inc.* 9,534 3,607 13,141 784,934 296,964 1,081,898
Weatherford International, Ltd.* 40,500 13,300 53,800 683,640 224,504 908,144
3,645,557 1,306,075 4,951,632
Oil and Gas Drilling - 0.3%
Ensco International, Inc. 6,400 2,300 8,700 243,264 87,423 330,687
Nabors Industries, Ltd.* 24,900 8,300 33,200 358,062 119,354 477,416
Noble Corp. 1,600 600 2,200 51,536 19,326 70,862
12
652,862 226,103 878,965
Oil Companies - Exploration and
Production - 3.5%
Anadarko Petroleum Corp. 26,900 8,900 35,800 949,570 314,170 1,263,740
Apache Corp. 8,800 3,500 12,300 724,504 288,155 1,012,659
Cabot Oil & Gas Corp. 24,500 8,100 32,600 687,715 227,367 915,082
Chesapeake Energy Corp. 17,100 7,600 24,700 375,687 166,972 542,659
Devon Energy Corp. 7,100 2,200 9,300 574,106 177,892 751,998
EOG Resources, Inc. 13,700 5,200 18,900 1,108,604 420,784 1,529,388
Noble Energy, Inc. 3,300 1,100 4,400 171,006 57,002 228,008
Occidental Petroleum Corp. 25,900 8,200 34,100 1,438,486 455,428 1,893,914
Pioneer Natural Resources Co. 10,400 3,400 13,800 289,432 94,622 384,054
Questar Corp. 7,200 2,800 10,000 248,112 96,488 344,600
Range Resources Corp. 20,200 7,500 27,700 852,844 316,650 1,169,494
Southwestern Energy Co.* 26,000 9,700 35,700 926,120 345,514 1,271,634
XTO Energy, Inc. 11,000 3,650 14,650 395,450 131,218 526,668
8,741,636 3,092,262 11,833,898
Oil Companies - Integrated - 8.7%
Chevron Corp. 61,833 18,797 80,630 4,612,742 1,402,256 6,014,998
ConocoPhillips 37,800 14,000 51,800 1,966,356 728,280 2,694,636
Exxon Mobil Corp. 168,400 63,000 231,400 12,481,809 4,669,559 17,151,368
Hess Corp. 12,900 3,600 16,500 776,709 216,756 993,465
Marathon Oil Corp. 18,322 9,140 27,462 533,170 265,974 799,144
Murphy Oil Corp. 16,000 5,300 21,300 810,240 268,392 1,078,632
21,181,026 7,551,217 28,732,243
Oil Field Machinery and Equipment - 0.4%
Cameron International Corp.* 1,200 400 1,600 29,112 9,704 38,816
National-Oilwell Varco, Inc.* 29,000 9,900 38,900 866,810 295,911 1,162,721
895,922 305,615 1,201,537
Oil Refining and Marketing - 0.1%
Valero Energy Corp. 6,000 1,900 7,900 123,480 39,102 162,582
Pharmacy Services - 1.2%
Express Scripts, Inc. - Class A* 15,400 5,100 20,500 933,394 309,111 1,242,505
Medco Health Solutions, Inc.* 51,334 16,426 67,760 1,948,125 623,367 2,571,492
2,881,519 932,478 3,813,997
Property and Casualty Insurance - 0.3%
Chubb Corp. 1,900 600 2,500 98,458 31,092 129,550
Progressive Corp. 35,000 11,500 46,500 499,450 164,105 663,555
Travelers Companies, Inc. 3,600 1,300 4,900 153,180 55,315 208,495
751,088 250,512 1,001,600
Publishing - Newspapers - 0.0%
New York Times Co. - Class A 10,500 4,500 15,000 105,000 45,000 150,000
Quarrying - 0.1%
Vulcan Materials Co. 3,700 1,200 4,900 200,836 65,136 265,972
Real Estate Management/Services - 0.1%
CB Richard Ellis Group, Inc. - Class A* 36,200 11,500 47,700 253,762 80,615 334,377
REIT - Apartments - 0.6%
13
Apartment Investment &
Management Co. - Class A 38,753 12,730 51,483 566,956 186,240 753,196
Avalonbay Communities, Inc. 1,200 300 1,500 85,224 21,306 106,530
Equity Residential 25,800 8,500 34,300 901,194 296,905 1,198,099
1,553,374 504,451 2,057,825
REIT - Health Care - 0.5%
HCP, Inc. 42,900 14,000 56,900 1,283,997 419,020 1,703,017
REIT - Office Property - 0.2%
Boston Properties, Inc. 8,500 2,800 11,300 602,480 198,464 800,944
REIT - Regional Malls - 0.3%
Simon Property Group, Inc. 11,200 3,700 14,900 750,736 248,011 998,747
REIT - Shopping Centers - 0.1%
Developers Diversified Realty Corp. 2,600 800 3,400 34,242 10,536 44,778
Kimco Realty Corp. 12,000 3,900 15,900 270,960 88,062 359,022
305,202 98,598 403,800
REIT - Storage - 0.6%
Public Storage 18,200 6,100 24,300 1,483,300 497,150 1,980,450
REIT - Warehouse/Industr - 0.1%
ProLogis 9,900 2,700 12,600 138,600 37,800 176,400
Retail - Apparel and Shoe - 0.3%
Abercrombie & Fitch Co. - Class A 10,600 3,100 13,700 306,976 89,776 396,752
Gap, Inc. 27,100 9,000 36,100 350,674 116,460 467,134
Limited, Inc. 5,000 1,300 6,300 59,900 15,574 75,474
Nordstrom, Inc. 3,900 1,300 5,200 70,551 23,517 94,068
788,101 245,327 1,033,428
Retail - Auto Parts - 0.2%
AutoZone, Inc.* 4,400 1,500 5,900 560,076 190,935 751,011
Retail - Automobile - 0.0%
Auto Nation, Inc.* 16,100 5,000 21,100 110,607 34,350 144,957
Retail - Bedding - 0.1%
Bed Bath & Beyond, Inc.* 9,200 3,200 12,400 237,084 82,464 319,548
Retail - Building Products - 0.4%
Home Depot, Inc. 25,800 9,200 35,000 608,622 217,028 825,650
Lowe's Companies, Inc. 17,900 7,700 25,600 388,430 167,090 555,520
997,052 384,118 1,381,170
Retail - Computer Equipment - 0.2%
GameStop Corp. - Class A* 15,100 5,200 20,300 413,589 142,428 556,017
Retail - Consumer Electronics - 0.2%
Best Buy Company, Inc. 15,600 5,200 20,800 418,236 139,412 557,648
Retail - Discount - 1.2%
Big Lots, Inc.* 8,700 4,200 12,900 212,541 102,606 315,147
Costco Wholesale Corp. 7,100 2,200 9,300 404,771 125,422 530,193
Family Dollar Stores, Inc. 3,500 1,200 4,700 94,185 32,292 126,477
Target Corp. 3,600 1,200 4,800 144,432 48,144 192,576
Wal-Mart Stores, Inc. 36,700 11,700 48,400 2,048,227 652,977 2,701,204
2,904,156 961,441 3,865,597
Retail - Drug Store - 0.5%
14
CVS/Caremark Corp. 42,399 14,954 57,353 1,299,529 458,340 1,757,869
Retail - Jewelry - 0.1%
Tiffany & Co. 8,700 3,100 11,800 238,815 85,095 323,910
Retail - Major Department Stores - 0.4%
TJX Companies, Inc. 36,500 11,300 47,800 976,740 302,388 1,279,128
Retail - Office Supplies - 0.4%
Office Depot, Inc.* 12,000 3,900 15,900 43,200 14,040 57,240
Staples, Inc. 54,500 18,000 72,500 1,058,935 349,740 1,408,675
1,102,135 363,780 1,465,915
Retail - Regional Department
Stores - 0.0%
Kohl's Corp.* 1,700 600 2,300 59,721 21,078 80,799
Retail - Restaurants - 1.8%
McDonald's Corp. 64,100 21,100 85,200 3,713,313 1,222,323 4,935,636
Yum! Brands, Inc. 21,300 7,000 28,300 617,913 203,070 820,983
4,331,226 1,425,393 5,756,619
Rubber - Tires - 0.2%
Goodyear Tire & Rubber Co.* 48,200 15,900 64,100 429,944 141,828 571,772
Savings/Loan/Thrifts - 0.8%
Hudson City Bancorp, Inc. 105,900 36,500 142,400 1,991,979 686,565 2,678,544
Schools - 0.1%
Apollo Group, Inc. - Class A* 4,800 1,600 6,400 333,648 111,216 444,864
Semiconductor Components/Integrated
Circuits - 0.2%
Analog Devices, Inc. 9,200 3,300 12,500 196,512 70,488 267,000
Linear Technology Corp. 8,600 3,000 11,600 195,048 68,040 263,088
391,560 138,528 530,088
Semiconductor Equipment - 0.1%
Applied Materials, Inc. 9,700 3,400 13,100 125,227 43,894 169,121
Teradyne, Inc.* 40,500 14,400 54,900 206,550 73,440 279,990
331,777 117,334 449,111
Steel - Producers - 0.5%
AK Steel Holding Corp. 21,600 7,000 28,600 300,672 97,440 398,112
Nucor Corp. 13,600 4,500 18,100 550,936 182,295 733,231
United States Steel Corp. 12,100 4,100 16,200 446,248 151,208 597,456
1,297,856 430,943 1,728,799
Super-Regional Banks - 2.4%
Bank of America Corp. 122,926 39,654 162,580 2,971,121 958,437 3,929,558
Capital One Financial Corp. 4,000 1,500 5,500 156,480 58,680 215,160
Comerica, Inc. 2,300 700 3,000 63,457 19,313 82,770
PNC Bank Corp. 7,100 2,100 9,200 473,357 140,007 613,364
U.S. Bancorp 37,600 13,400 51,000 1,120,856 399,454 1,520,310
Wachovia Corp. 6,200 1,800 8,000 39,742 11,538 51,280
Wells Fargo & Co. 31,800 9,600 41,400 1,082,790 326,880 1,409,670
5,907,803 1,914,309 7,822,112
Telecommunication Equipment - 0.0%
Harris Corp. 3,200 1,000 4,200 115,040 35,950 150,990
Telecommunication Equipment - Fiber
Optics - 0.3%
15
Corning, Inc. 64,600 22,500 87,100 699,618 243,675 943,293
Telephone - Integrated - 3.7%
AT&T, Inc. 313,453 103,905 417,358 8,391,137 2,781,537 11,172,674
Verizon Communications, Inc. 26,000 8,600 34,600 771,420 255,162 1,026,582
9,162,557 3,036,699 12,199,256
Tobacco - 0.7%
Altria Group, Inc. 31,300 11,000 42,300 600,647 211,090 811,737
Philip Morris International, Inc. 26,400 8,800 35,200 1,147,608 382,536 1,530,144
UST, Inc. 1,500 500 2,000 101,385 33,795 135,180
1,849,640 627,421 2,477,061
Tools - Hand Held - 0.2%
Snap-On, Inc. 15,200 5,000 20,200 561,640 184,750 746,390
Toys - 0.5%
Hasbro, Inc. 31,000 11,000 42,000 901,170 319,770 1,220,940
Mattel, Inc. 20,200 6,700 26,900 303,404 100,634 404,038
1,204,574 420,404 1,624,978
Transportation - Railroad - 2.1%
Burlington Northern Santa Fe Corp. 17,600 5,800 23,400 1,567,456 516,548 2,084,004
CSX Corp. 33,800 11,100 44,900 1,545,336 507,492 2,052,828
Norfolk Southern Corp. 14,300 4,700 19,000 857,142 281,718 1,138,860
Union Pacific Corp. 19,200 6,500 25,700 1,281,984 434,005 1,715,989
5,251,918 1,739,763 6,991,681
Transportation - Services - 0.8%
C.H. Robinson Worldwide, Inc. 12,600 5,200 17,800 652,428 269,256 921,684
Expeditors International of
Washington, Inc. 6,600 2,300 8,900 215,490 75,095 290,585
FedEx Corp. 1,000 300 1,300 65,370 19,611 84,981
Ryder System, Inc. 18,800 6,200 25,000 744,856 245,644 990,500
United Parcel Service, Inc. - Class B 5,300 1,900 7,200 279,734 100,282 380,016
1,957,878 709,888 2,667,766
Web Portals/Internet Service
Providers - 0.6%
Google, Inc. - Class A* 3,400 1,100 4,500 1,221,824 395,296 1,617,120
Yahoo!, Inc.* 18,200 7,300 25,500 233,324 93,586 326,910
1,455,148 488,882 1,944,030
Wireless Equipment - 0.4%
Qualcomm, Inc. 27,300 9,700 37,000 1,044,498 371,122 1,415,620
------------ ------------- ---------- ------------ ------------ ------------
Total Common Stock (cost $301,475,153;
cost $103,677,287; combined
cost $405,152,440) 246,568,009 83,550,189 330,118,198
------------ ------------ ------------
Total Investments (total cost
$301,475,153; total cost
$103,677,287; combined total
cost $405,152,440) - 99.8% 246,568,009 83,550,189 330,118,198
------------ ------------ ------------
Cash, Receivables and Other Assets,
net of Liabilities - 0.2% 367,468 286,758 654,226
Net Assets - 100% $246,935,477 $ 83,836,947 $330,772,424
------------ ------------ ------------
16
NOTES TO SCHEDULES OF INVESTMENTS (UNAUDITED)
REIT Real Estate Investment Trust
U.S. Shares Securities of foreign companies trading on an American Stock
Exchange.
* Non-income-producing security.
17
PRO FORMA SUMMARY OF INVESTMENTS BY COUNTRY - (LONG POSITIONS)
As of October 31, 2008
JANUS ADVISER PRO FORMA
INTECH RISK- INTECH RISK- INTECH RISK- PRO FORMA INTECH
MANAGED MANAGED CORE MANAGED CORE RISK-MANAGED CORE
CORE FUND FUND FUND FUND
------------ ------------- ------------ -----------------
% OF INVESTMENT
COUNTRY VALUE SECURITIES
-------------------------- ----------------------------------------- -----------------
Bermuda .................. $ 3,681,383 $ 1,229,260 $ 4,910,643 1.5%
Cayman Islands ........... 836,470 836,470 0.3%
Finland .................. 316,290 316,290 0.1%
Netherlands .............. 1,425,540 1,425,540 0.4%
Netherlands Antilles ..... 475,180 475,180 0.1%
Panama ................... 276,860 88,900 365,760 0.1%
United States ............ 240,347,756 81,440,559 321,788,315 97.5%
------------ ------------- ------------ ----------------
Total .................... $246,568,009 $ 83,550,189 $330,118,198 100.0%
============ ============= ============ ================
18
STATEMENTS OF ASSETS AND LIABILITIES
As of October 31, 2008 (unaudited)
(all numbers in thousands except net asset value per share)
JANUS ADVISER
INTECH RISK- INTECH RISK- PRO FORMA INTECH
MANAGED CORE MANAGED CORE PRO FORMA RISK-MANAGED CORE
FUND FUND ADJUSTMENTS FUND
ASSETS:
Investments at cost $ 301,475 $ 103,677 $ -- $ 405,152
Investments at value $ 246,568 $ 83,550 $ -- $ 330,118
Receivables:
Investments sold 5,486 2,312 -- 7,798
Fund shares sold 57 1 -- 58
Dividends 401 135 -- 536
Non-interested Trustees' Deferred Compensation 3 3 -- 6
Other assets 4 2 -- 6
Total Assets 252,519 86,003 -- 338,522
LIABILITIES:
Payables:
Due to Custodian 228 669 897
Investments purchased 4,819 1,284 6,103
Fund shares repurchased 310 139 449
Dividends and distributions 2 -- 2
Advisory fees 74 24 98
Transfer agent fees and expenses 94 5 99
Administrative services fees 11 N/A 11
Administrative fees - R Shares N/A -- --
Administrative fees - S Shares N/A 2 2
Distribution fees - A Shares N/A 4 4
Distribution fees - C Shares N/A 10 10
Distribution fees - R Shares N/A -- --
Distribution fees - S Shares N/A 2 2
Networking fees - A Shares N/A 1 1
Networking fees - C Shares N/A -- --
Networking fees - I Shares N/A -- --
Non-interested Trustees' fees and expenses 3 4 7
Non-interested Trustees' deferred compensation fees 3 3 6
Accrued expenses 40 19 59
Total Liabilities 5,584 2,166 7,750
Net Assets $ 246,935 83,837 $ 330,772
Net Assets Consist of:
Capital (par value and paid-in-surplus)* 329,385 113,005 442,390
Undistributed net investment income/(loss)* 3,842 1,333 5,175
Undistributed net realized gain/(loss) from
investments and foreign currency transactions* (31,385) (10,374) (41,759)
Unrealized appreciation/(depreciation) of
investments and foreign currency translations (54,907) (20,127) (75,034)
Total Net Assets $ 246,935 $ 83,837 $ 330,772
Net Assets $ 246,935 N/A $ 246,935
Shares Outstanding, $0.01 Par Value (unlimited shares authorized) 24,180 N/A 24,180
Net Asset Value Per Share $ 10.21 N/A $ 10.21
Net Assets - A Shares N/A $ 18,465 $ 18,465
Shares Outstanding, $0.01 Par Value (unlimited shares authorized) N/A 1,850 1,850
Net Asset Value Per Share (1)(2) N/A $ 9.98 $ 9.98
Maximum Offering Price Per Share(3) N/A $ 10.59 $ 10.59
Net Assets - C Shares N/A $ 11,277 $ 11,277
Shares Outstanding, $0.01 Par Value (unlimited shares authorized) N/A 1,161 1,161
Net Asset Value Per Share (1) N/A $ 9.71 $ 9.71
Net Assets - I Shares N/A $ 45,919 $ 45,919
Shares Outstanding, $0.01 Par Value (unlimited shares authorized) N/A 4,615 4,615
Net Asset Value Per Share (1) N/A $ 9.95 $ 9.95
Net Assets - R Shares N/A $ 364 $ 364
Shares Outstanding, $0.01 Par Value (unlimited shares authorized) N/A 37 37
Net Asset Value Per Share (1) N/A $ 9.84 $ 9.84
Net Assets - S Shares N/A $ 7,812 $ 7,812
Shares Outstanding, $0.01 Par Value (unlimited shares authorized) N/A 784 784
Net Asset Value Per Share (1) N/A $ 9.97 $ 9.97
(1) Janus Adviser INTECH Risk-Managed Core Fund - Class A Shares will be
exchanged for INTECH Risk-Managed Core Fund - Class A Shares.
Janus Adviser INTECH Risk-Managed Core Fund - Class C Shares will be
exchanged for INTECH Risk-Managed Core Fund - Class C Shares.
Janus Adviser INTECH Risk-Managed Core Fund - Class I Shares will be
exchanged for INTECH Risk-Managed Core Fund - Class I Shares.
Janus Adviser INTECH Risk-Managed Core Fund - Class R Shares will be
exchanged for INTECH Risk-Managed Core Fund - Class R Shares.
Janus Adviser INTECH Risk-Managed Core Fund - Class S Shares will be
exchanged for INTECH Risk-Managed Core Fund - Class S Shares.
(2) Redemption price per share may be reduced for any applicable contingent
deferred sales charge.
(3) Maximum offering price is computed at 100/94.25 of net asset value.
19
STATEMENTS OF OPERATIONS
For the twelve-month period ended October 31, 2008 (unaudited)
(all numbers in thousands)
JANUS
ADVISER
INTECH RISK- INTECH RISK- PRO FORMA INTECH
MANAGED CORE MANAGED CORE PRO FORMA RISK-MANAGED
FUND FUND ADJUSTMENTS(2) CORE FUND
INVESTMENT INCOME:
INCOME:
Securities lending income $ 66 $ 17 $ -- $ 83
Dividends 8,790 3,164 -- 11,954
Dividends from affiliates 20 10 -- 30
Foreign tax withheld (1) -- -- (1)
TOTAL INVESTMENT INCOME 8,875 3,191 -- 12,066
EXPENSES:
Advisory fees 1,282 509 -- 1,791
Transfer agent expenses 961 12 -- 973
Registration fees 33 95 (79) 49
Custodian fees 58 54 (27) 85
Audit fees 40 26 (24) 42
Postage fees 133 1 -- 134
Non-interested Trustees' fees and expenses 10 8 (1) 17
Printing expenses 146 51 (11) 186
Distribution fees - A Shares N/A 21 -- 21
Distribution fees - C Shares N/A 60 -- 60
Distribution fees - R Shares N/A 1 -- 1
Distribution fees - S Shares N/A 23 -- 23
Administrative services fees 193 N/A -- 193
Administrative fees - R Shares N/A -- -- --
Administrative fees - S Shares N/A 23 -- 23
Networking fees - A Shares N/A -- -- --
Networking fees - C Shares N/A 2 -- 2
Networking fees - I Shares N/A 1 -- 1
Other expenses 45 44 (43) 46
Non-recurring costs * -- -- -- --
Cost assumed by Janus Capital Management LLC* -- -- -- --
TOTAL EXPENSES 2,901 931 (185) 3,647
EXPENSE AND FEE OFFSET (27) (2) -- (29)
NET EXPENSES 2,874 929 (185) 3,618
LESS: EXCESS EXPENSE REIMBURSEMENT(1) -- (11) 11 --
NET EXPENSES AFTER EXPENSE REIMBURSEMENT 2,874 918 (174) 3,618
NET INVESTMENT INCOME/(LOSS) 6,001 2,273 174 8,448
NET REALIZED AND UNREALIZED GAIN/(LOSS) ON INVESTMENTS:
Net realized gain/(loss) from investment transactions
and foreign currency transactions (30,199) (9,854) -- (40,053)
Change in unrealized net appreciation/(depreciation)
of investments, foreign currency translations
and non-interested trustees deferred comp (125,528) (42,378) -- (167,906)
NET GAIN/(LOSS) ON INVESTMENTS (155,727) (52,232) -- (207,959)
NET INCREASE/(DECREASE) IN NET ASSETS RESULTING
FROM OPERATIONS $ (149,726) $ (49,959) $ 174 $ (199,511)
(1) Pro Forma adjustment represents no expense limit agreement on fund after
merger as of October 31, 2008.
(2) Reflects adjustments in expenses due to elimination of duplicative
services.
* For the fiscal year ended October 31, 2008, Janus Capital assumed $59,332
of legal, consulting and Trustee costs and fees incurred by the funds in
Janus Investment Fund, Janus Aspen Series and Janus Adviser Series (the
"Portfolios") in connection with regulatory and civil litigation matters.
These non-recurring costs were allocated to all Portfolios based on the
Portfolios' respective net assets as of July 31, 2004. No fees were
allocated to the Portfolios that commenced operations agter July 31, 2004.
Addtionally, all future non-recurring costs will be allocated to the
Portfolios based on the Portfolios' respective net assets on July 31, 2004.
20
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
INTECH Risk-Managed Core Fund ("Acquiring Fund") is a series fund. The Acquiring
Fund is a part of the Janus Investment Fund (the "JIF Trust"), which is
organized as a Massachusetts business trust and is registered under the
Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end
management investment company. The JIF Trust has twenty-eight funds. The Funds
invest primarily in equity securities. The Acquiring Fund is diversified as
defined in the 1940 Act. The Acquiring Fund is a no-load investment.
The accompanying pro forma financial statements are presented to show the effect
of the proposed acquisition of Janus Adviser INTECH Risk-Managed Core 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 and Class
S Shares. Each class represents an interest in the same portfolio of
investments. Certain financial intermediaries may not offer all classes of
shares.
Class A Shares and Class C Shares are available in connection with investments
through retirement plans, broker-dealers, bank trust departments, financial
advisers, and other financial intermediaries. Class C Shares have a minimum
initial investment requirement.
Class I Shares are offered only through certain types of financial
intermediaries and to certain institutional investors. Class I Shares are
offered through financial intermediaries (including, but not limited to,
broker-dealers, retirement plans, bank trust departments, and financial
advisers) who do not require payment from a Fund or its service providers for
the provision of distribution, administrative or shareholder retention services,
except for networking and/or omnibus account fees. Networking and/or omnibus
account fees may be paid by the Funds to financial intermediaries for Class I
Shares processed through certain securities clearing systems. Institutional
investors may include, but are not limited to, corporations, retirement plans,
public plans, and foundations/endowments. Class I Shares are not offered
directly to individual investors. Class I Shares have an aggregate account
balance requirement.
Class 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. Effective November 28, 2005, the existing Class I
Shares were renamed Class S Shares and a new Class I Shares was added to the
Trust.
The accompanying pro forma financial statements are presented to show the effect
of the proposed acquisition of the Target Fund, as if such acquisition had taken
place as of October 31, 2008.
Under the terms of the Plan of Reorganization the combination of Target Fund and
Acquiring Fund will be accounted for by the method of accounting for tax-free
mergers of investment companies. The acquisition would be accomplished by an
acquisition of the net assets of Target Fund in exchange for shares of Acquiring
Fund at net asset value. The statement of assets and liabilities and the related
statement of operation of Target Fund and Acquiring Fund have been combined as
of and for the twelve months ended October 31, 2008. Following the acquisition,
the Acquiring Fund will be the accounting survivor. In accordance with
accounting principles generally accepted in the United States of America, the
historical cost of investment securities will be carried forward to the
surviving fund and the results of operations for pre-combination periods of the
surviving fund will not be restated.
The accompanying pro forma financial statements should be read in conjunction
with the financial statements of the Acquiring Fund and Target Fund included in
their respective annual reports dated October 31, 2008 and July 31, 2008,
respectively.
The following notes refer to the accompanying pro forma financial statements as
if the above-mentioned acquisition of Target Fund by Acquiring Fund had taken
place as of October 31, 2008. The following accounting policies have been
consistently followed by the Funds and are in conformity with accounting
principles generally accepted in the United States of America in the investment
company industry.
INVESTMENT VALUATION
Securities are valued at the last sales price or the official closing price for
securities traded on a principal securities exchange (U.S. or foreign) and on
the NASDAQ National Market. Securities traded on over-the-counter markets and
listed securities for which no sales are reported are valued at the latest bid
price (or yield equivalent thereof) obtained from one or more dealers
transacting in a market for such securities or by a pricing service approved by
the Funds' Trustees. Short-term securities with maturities of 60 days or less
may be valued at amortized cost, which approximates market value. Debt
securities with a remaining maturity of greater than 60 days are valued in
accordance with the evaluated bid price supplied by the pricing service. The
evaluated bid price supplied by the pricing service is an evaluation that
reflects such factors as security
prices, yields, maturities and ratings. Short positions shall be valued in
accordance with the same methodologies, except that in the event that a last
sale price is not available, the latest ask price shall be used instead of a bid
price. Foreign securities and currencies are converted to U.S. dollars using the
applicable exchange rate in effect as of the daily close of the New York Stock
Exchange ("NYSE"). When market quotations are not readily available or deemed
unreliable, or events or circumstances that may affect the value of portfolio
securities held by the Funds are identified between the closing of their
principal markets and the time the net asset value ("NAV") is determined,
securities may be valued at fair value as determined in good faith under
procedures established by and under the supervision of the Funds' Trustees.
Circumstances in which fair value pricing may be utilized include, but are not
limited to: (i) when significant events occur which may affect the securities of
a single issuer, such as mergers, bankruptcies, or significant issuer-specific
developments; (ii) when significant events occur which may affect an entire
market, such as natural disasters or significant governmental actions; and (iii)
when non-significant events occur such as markets closing early or not opening,
security trading halts, or pricing of non-valued securities and restricted or
non-public securities. The Funds may use a systematic fair valuation model
provided by an independent third party to value international equity securities
in order to adjust for stale pricing, which may occur between the close of
certain foreign exchanges and the NYSE. Restricted and illiquid securities are
valued in accordance with procedures established by the Funds' Trustees.
CAPITAL SHARES
The pro forma net asset value per share assumes the issuance of shares of
Acquiring Fund that would have been issued at October 31, 2008, in connection
with the proposed reorganization. The number of shares assumed to be issued is
equal to the net asset value of shares of Target Fund, as of October 31, 2008
divided by the net asset value per share of the shares of Acquiring Fund as of
October 31, 2008. The pro forma number of shares outstanding, by class, for the
combined fund consists of the following at October 31, 2008:
SHARES OF ACQUIRING ADDITIONAL SHARES ASSUMED TOTAL OUTSTANDING SHARES
CLASS OF SHARES FUND PRE-COMBINATION ISSUED IN REORGANIZATION POST-COMBINATION
--------------- -------------------- ------------------------- ------------------------
Class A Shares 1,850,418 1,850,418
Class C Shares 1,160,871 1,160,871
Class I Shares 4,615,262 4,615,262
Class R Shares 36,933 36,933
Class S Shares 783,837 783,837
Initial Shares 24,205,551 24,205,551
FEDERAL INCOME TAXES
Each fund has elected to be taxed as a "regulated investment company" under the
Internal Revenue Code. After the acquisition, the Acquiring Fund intends to
continue to qualify as a regulated investment company by complying with the
provisions available to certain investment companies, as defined in applicable
sections of the Internal Revenue Code, and to make distributions of taxable
income sufficient to relieve it from all, or substantially all, Federal income
taxes. The identified cost of investments for the funds is substantially the
same for both financial accounting and Federal income tax purposes. The tax cost
of investments will remain unchanged for the combined fund.
Accumulated capital losses, noted below, represent net capital loss carryovers,
as of October 31, 2008, that may be available to offset future realized capital
gains and thereby reduce future taxable gains distributions. The Target Fund has
no capital loss carryover as of July 31, 2008. The following table shows the
expiration dates of the carryovers.
Capital Loss Carryover Expiration Schedule
For the year ended October 31, 2008
ACCUMULATED
FUND OCTOBER 31, 2016 CAPITAL LOSSES
---- ---------------- --------------
INTECH Risk-Managed Core Fund $24,849,489 $24,849,489
PART C - OTHER INFORMATION
ITEM 15. Indemnification
Article VI of Janus Investment Fund's Amended and Restated Agreement and
Declaration of Trust provides for indemnification of certain persons acting on
behalf of the Funds. In general, Trustees, officers and Advisory Board members
will be indemnified against liability and against all expenses of litigation
incurred by them in connection with any claim, action, suit or proceeding (or
settlement of the same) in which they become involved by virtue of their
connection with the Funds, unless their conduct is determined to constitute
willful misfeasance, bad faith, gross negligence or reckless disregard of their
duties. A determination that a person covered by the indemnification provisions
is entitled to indemnification may be made by the court or other body before
which the proceeding is brought, or by either a vote of a majority of a quorum
of Trustees who are neither "interested persons" of the Trust nor parties to the
proceeding or by an independent legal counsel in a written opinion. The Funds
also may advance money for these expenses, provided that the Trustee or officer
undertakes to repay the Funds if his or her conduct is later determined to
preclude indemnification, and that either he or she provide security for the
undertaking, the Trust be insured against losses resulting from lawful advances
or a majority of a quorum of disinterested Trustees, or independent counsel in a
written opinion, determines that he or she ultimately will be found to be
entitled to indemnification. The Trust also maintains a liability insurance
policy covering its Trustees, officers and any Advisory Board members.
ITEM 16. Exhibits
Exhibit 1 (a) Agreement and Declaration of Trust dated February 11,
1986, is incorporated herein by reference to Exhibit
1(a) to Post-Effective Amendment No. 79, filed on
December 18, 1996 (File No. 2-34393).
(b) Certificate of Designation for Janus Growth and Income
Fund is incorporated herein by reference to Exhibit 1(b)
to Post-Effective Amendment No. 79, filed on December
18, 1996 (File No. 2-34393).
(c) Certificate of Designation for Janus Worldwide Fund is
incorporated herein by reference to Exhibit 1(c) to
Post-Effective Amendment No. 79, filed on December 18,
1996 (File No. 2-34393).
(d) Certificate of Designation for Janus Twenty Fund is
incorporated herein by reference to Exhibit 1(d) to
Post-Effective Amendment No. 80, filed on February 14,
1997 (File No. 2-34393).
(e) Certificate of Designation for Janus Flexible Income
Fund is incorporated herein by reference to Exhibit 1(e)
to Post-Effective Amendment No. 80, filed on February
14, 1997 (File No. 2-34393).
(f) Certificate of Designation for Janus Intermediate
Government Securities Fund filed as Exhibit 1(f) to
Post-Effective Amendment No. 46, filed on June 18, 1992
(File No. 2-34393), has been withdrawn.
(g) Certificate of Designation for Janus Venture Fund is
incorporated herein by reference to Exhibit 1(g) to
Post-Effective Amendment No. 80, filed on February 14,
1997 (File No. 2-34393).
(h) Certificate of Designation for Janus Enterprise Fund is
incorporated herein by reference to Exhibit 1(h) to
Post-Effective Amendment No. 80, filed on February 14,
1997 (File No. 2-34393).
(i) Certificate of Designation for Janus Balanced Fund is
incorporated herein by reference to Exhibit 1(i) to
Post-Effective Amendment No. 80, filed on February 14,
1997 (File No. 2-34393).
(j) Certificate of Designation for Janus Short-Term Bond
Fund is incorporated herein by reference to Exhibit 1(j)
to Post-Effective Amendment No. 80, filed on February
14, 1997 (File No. 2-34393).
(k) Certificate of Designation for Janus Federal Tax-Exempt
Fund is incorporated herein by reference to Exhibit 1(k)
to Post-Effective Amendment No. 81, filed on June 26,
1997 (File No. 2-34393).
(l) Certificate of Designation for Janus Mercury Fund is
incorporated herein by reference to Exhibit 1(l) to
Post-Effective Amendment No. 81, filed on June 26, 1997
(File No. 2-34393).
(m) Certificate of Designation for Janus Overseas Fund is
incorporated herein by reference to Exhibit 1(m) to
Post-Effective Amendment No. 81, filed on June 26, 1997
(File No. 2-34393).
(n) Form of Amendment to the Registrant's Agreement and
Declaration of Trust is incorporated herein by reference
to Exhibit 1(n) to Post-Effective Amendment No. 81,
filed on June 26, 1997 (File No. 2-34393).
(o) Form of Certificate of Designation for Janus Money
Market Fund, Janus Government Money Market Fund and
Janus Tax-Exempt Money Market Fund is incorporated
herein by reference to Exhibit 1(o) to Post-Effective
Amendment No. 81, filed on June 26, 1997 (File No.
2-34393).
(p) Form of Certificate of Designation for Janus High-Yield
Fund and Janus Olympus Fund is incorporated herein by
reference to Exhibit 1(p) to Post-Effective Amendment
No. 68, filed on September 14, 1995 (File No. 2-34393).
(q) Certificate of Designation for Janus Equity Income Fund
is incorporated herein by reference to Exhibit 1(q) to
Post-Effective Amendment No. 72, filed on March 15, 1996
(File No. 2-34393).
(r) Form of Certificate of Establishment and Designation for
Janus Special Situations Fund filed as Exhibit 1(r) to
Post-Effective Amendment No. 75, filed on September 11,
1996 (File No. 2-34393), has been withdrawn.
(s) Form of Amendment to Registrant's Agreement and
Declaration of Trust is incorporated herein by reference
to Exhibit 1(s) to Post-Effective Amendment No. 75,
filed on September 11, 1996 (File No. 2-34393).
(t) Certificate of Establishment and Designation for Janus
Global Life Sciences Fund filed as Exhibit 1(t) to
Post-Effective Amendment No. 82, filed on September 16,
1997 (File No. 2-34393), has been withdrawn.
(u) Certificate of Establishment and Designation for Janus
Global Life Sciences Fund is incorporated herein by
reference to Exhibit 1(u) to Post-Effective Amendment
No. 85, filed on September 10, 1998 (File No. 2-34393).
(v) Form of Certificate of Establishment and Designation for
Janus Global Technology Fund is incorporated herein by
referenced to Exhibit 1(v) to Post-Effective Amendment
No. 85, filed on September 10, 1998 (File No. 2-34393).
(w) Certificate of Establishment and Designation for Janus
Strategic Value Fund is incorporated herein by reference
to Exhibit 1(w) to Post-Effective Amendment No. 88,
filed on November 15, 1999 (File No. 2-34393).
(x) Form of Certificate of Establishment and Designation for
Janus
Orion Fund is incorporated herein by reference to
Exhibit 1(x) to Post-Effective Amendment No. 92, filed
on March 17, 2000 (File No. 2-34393).
(y) Certificate of Establishment and Designation for Janus
Fund 2 filed as Exhibit 1(y) to Post-Effective Amendment
No. 95, filed on September 13, 2000 (File No. 2-34393),
has been withdrawn.
(z) Certificate of Establishment and Designation for Janus
Global Value Fund is incorporated herein by reference to
Exhibit 1(z) to Post-Effective Amendment No. 98, filed
on March 15, 2001 (File No. 2-34393).
(aa) Form of Instrument dated July 31, 2001 amending the
Certificate of Designation for Janus Equity Income Fund
is incorporated herein by reference to Exhibit 1(aa) to
Post-Effective Amendment No. 99, filed on June 1, 2001
(File No. 2-34393).
(bb) Amendment to Registrant's Agreement and Declaration of
Trust, dated October 18, 2001, is incorporated herein by
reference to Exhibit 1(bb) to Post-Effective Amendment
No. 102, filed on December 21, 2001 (File No. 2-34393).
(cc) Amended and Restated Agreement and Declaration of Trust,
dated January 31, 2002, is incorporated herein by
reference to Exhibit 1(cc) to Post-Effective Amendment
No. 103, filed on February 22, 2002 (File No. 2-34393).
(dd) Certificate of Establishment and Designation for Janus
Institutional Cash Reserves Fund is incorporated herein
by reference to Exhibit 1(dd) to Post-Effective
Amendment No. 104, filed on February 28, 2002 (File No.
2-34393).
(ee) Certificate of Establishment and Designation for Janus
Risk-Managed Stock Fund is incorporated herein by
reference to Exhibit 1(ee) to Post-Effective Amendment
No. 105, filed on December 13, 2002 (File No. 2-34393).
(ff) Form of Certificate of Establishment and Designation for
Janus Small Cap Value Fund is incorporated herein by
reference to Exhibit 1(ff) to Post-Effective Amendment
No. 106, filed on January 3, 2003 (File No. 2-34393).
(gg) Certificate of Establishment and Designation for Janus
Mid Cap Value Fund is incorporated herein by reference
to Exhibit 1(gg) to Post-Effective Amendment No. 106,
filed on January 3, 2003 (File No. 2-34393).
(hh) Certificate of Re-Designation of Janus Strategic Value
Fund is incorporated herein by reference to Exhibit
1(hh) to Post-Effective Amendment No. 107, filed on
February 28, 2003 (File No. 2-34393).
(ii) Amended and Restated Agreement and Declaration of Trust,
dated March 18, 2003, is incorporated herein by
reference to Exhibit 1(ii) to Post-Effective Amendment
No. 109, filed on April 17, 2003 (File No. 2-34393).
(jj) Certificate of Amendment Establishing and Designating
Series, dated September 16, 2003, is incorporated herein
by reference to Exhibit 1(jj) to Post-Effective
Amendment No. 110, filed on December 23, 2003 (File No.
2-34393).
(kk) Form of Certificate of Establishment and Designation for
Janus Research Fund and Janus Explorer Fund is
incorporated herein by reference to Exhibit 1(kk) to
Post-Effective Amendment No. 112, filed on December 10,
2004 (File No. 2-34393).
(ll) Certificate Redesignating Janus Explorer Fund is
incorporated herein by reference to Exhibit 1(ll) to
Post-Effective Amendment No. 113, filed on February 24,
2005 (File No. 2-34393).
(mm) Certificate Redesignating Janus Flexible Income Fund is
incorporated herein by reference to Exhibit 1(mm) to
Post-Effective Amendment No. 114, filed on October 14,
2005 (File No. 2-34393).
(nn) Form of Certificate of Establishment and Designation of
Janus Smart Portfolios is incorporated herein by
reference to Exhibit 1(nn) to Post-Effective Amendment
No. 114, filed on October 14, 2005 (File No. 2-34393).
(oo) Form of Certificate Redesignating Janus Risk-Managed
Stock Fund is incorporated herein by reference to
Exhibit 1(oo) to Post-Effective Amendment No. 117, filed
on February 27, 2006 (File No. 2-34393).
(pp) Certificate of Amendment of the Amended and Restated
Agreement and Declaration of Trust is incorporated
herein by
reference to Exhibit 1(a) to N-14/A Pre-Effective
Amendment No. 1, filed on August 8, 2006 (File No.
2-34393).
(qq) Certificate of Amendment of the Amended and Restated
Agreement and Declaration of Trust is incorporated
herein by reference to Exhibit 1(b) to N-14/A
Pre-Effective Amendment No. 1, filed on August 8, 2006
(File No. 2-34393).
(rr) Certificate Redesignating Janus Core Equity Fund is
incorporated herein by reference to Exhibit 1(pp) to
Post-Effective Amendment No. 119, filed on December 19,
2006 (File No. 2-34393).
(ss) Certificate of Amendment of the Amended and Restated
Agreement and Declaration of Trust is incorporated
herein by reference to Exhibit 1(qq) to Post-Effective
Amendment No. 119, filed on December 19, 2006 (File No.
2-34393).
(tt) Certificate Redesignating Janus Mercury Fund is
incorporated herein by reference to Exhibit 1(tt) to
Post-Effective Amendment No. 120, filed on February 28,
2007 (File No. 2-34393).
(uu) Certificate Redesignating Janus Research Fund is
incorporated herein by reference to Exhibit 1(uu) to
Post-Effective Amendment No. 120, filed on February 28,
2007 (File No. 2-34393).
(vv) Certificate Redesignating Janus Mid Cap Value Fund,
dated December 23, 2008, is incorporated herein by
reference to Exhibit 1(vv) to Post-Effective Amendment
No. 123, filed on February 27, 2009 (File No. 2-34393).
(ww) Certificate Redesignating Janus Small Cap Value Fund,
dated December 23, 2008, is incorporated herein by
reference to Exhibit 1(ww) to Post-Effective Amendment
No. 123, filed on February 27, 2009 (File No. 2-34393).
(xx) Amendment to Certificate Redesignating Janus Mid Cap
Value Fund, dated December 30, 2008, is incorporated
herein by reference to Exhibit 1(xx) to Post-Effective
Amendment No. 123, filed on February 27, 2009 (File No.
2-34393).
(yy) Amendment to Certificate Redesignating Janus Small Cap
Value Fund, dated December 30, 2008, is incorporated
herein by reference to Exhibit 1(yy) to Post-Effective
Amendment No. 123, filed on February 27, 2009 (File No.
2-34393).
(zz) Certificate Redesignating INTECH Risk-Managed Stock
Fund,
dated February 24, 2009, is incorporated herein by
reference to Exhibit 1(zz) to Post-Effective Amendment
No. 123, filed on February 27, 2009 (File No. 2-34393).
(aaa) Certificate Redesignating Janus Fundamental Equity Fund,
dated February 24, 2009, is incorporated herein by
reference to Exhibit 1(aaa) to Post-Effective Amendment
No. 123, filed on February 27, 2009 (File No. 2-34393).
Exhibit 2 (a) Restated Bylaws are incorporated herein by reference to
Exhibit 2(a) Post-Effective Amendment No. 71, filed on
December 20, 1995 (File No. 2-34393).
(b) First Amendment to the Bylaws is incorporated herein by
reference to Exhibit 2(b) to Post-Effective Amendment
No. 71, filed on December 20, 1995 (File No. 2-34393).
(c) Second Amendment to the Bylaws is incorporated herein by
Reference to Exhibit 2(c) to Post-Effective Amendment
No. 96, filed on December 18, 2000 (File No. 2-34393).
(d) Third Amendment to the Bylaws is incorporated herein by
reference to Exhibit 2(d) to Post-Effective Amendment
No. 105, filed on December 13, 2002 (File No. 2-34393).
(e) Amended and Restated Bylaws are incorporated herein by
reference to Exhibit 2(e) to Post-Effective Amendment
No. 112, filed on December 10, 2004 (File No. 2-34393).
(f) First Amendment to the Amended and Restated Bylaws is
incorporated herein by reference to Exhibit 2(f) to
Post-Effective Amendment No. 114, filed on October 14,
2005 (File No. 2-34393).
(g) Second Amendment to the Amended and Restated Bylaws is
incorporated herein by reference to Exhibit 2(g) to
Post-Effective Amendment No. 114, filed on October 14,
2005 (File No. 2-34393).
Exhibit 3 Not Applicable.
Exhibit 4 Form of Agreement and Plan of Reorganization among Janus
Adviser Series (on behalf of certain series), Janus
Investment Fund (on behalf of certain series) and Janus
Capital Management LLC (included as Appendix A to the
Prospectus /Information Statement of this Registration
Statement) is filed herein as Exhibit 4.
Exhibit 5 (a) Instruments Defining Rights of Security Holders, see
Exhibits 1 and 2.
(b) Specimen Stock Certificate for Janus Fund(1) is
incorporated herein by reference to Exhibit 4(a) to
Post-Effective Amendment No. 79, filed on December 18,
1996 (File No. 2-34393).
(c) Specimen Stock Certificate for Janus Growth and Income
Fund is incorporated herein by reference to Exhibit 4(b)
to Post-Effective Amendment No. 79, filed on December
18, 1996 (File No. 2-34393).
(d) Specimen Stock Certificate for Janus Worldwide Fund is
incorporated herein by reference to Exhibit 4(c) to
Post-Effective Amendment No. 79, filed on December 18,
1996 (File No. 2-34393).
(e) Specimen Stock Certificate for Janus Twenty Fund(1) is
incorporated herein by reference to Exhibit 4(d) to
Post-Effective Amendment No. 80, filed on February 14,
1997 (File No. 2-34393).
(f) Specimen Stock Certificate for Janus Flexible Income
Fund(1) is incorporated herein by reference to Exhibit
4(e) to Post-Effective Amendment No. 80, filed on
February 14, 1997 (File No. 2-34393).
(g) Specimen Stock Certificate for Janus Intermediate
Government Securities Fund(1) filed as Exhibit 4(f) to
Post-Effective Amendment No. 46, filed on June 18, 1992
(File No. 2-34393), has been withdrawn.
(h) Specimen Stock Certificate for Janus Venture Fund(2) is
incorporated herein by reference to Exhibit 4(g) to
Post-Effective Amendment No. 80, filed on February 14,
1997 (File No. 2-34393).
(i) Specimen Stock Certificate for Janus Enterprise Fund is
incorporated herein by reference to Exhibit 4(h) to
Post-Effective
----------
(1) Outstanding certificates representing shares of predecessor entity to this
series of the Trust are deemed to represent shares of this series.
(2) Outstanding certificates representing shares of predecessor entity to this
series of the Trust are deemed to represent shares of this series.
Amendment No. 80, filed on February 14, 1997 (File No.
2-34393).
(j) Specimen Stock Certificate for Janus Balanced Fund is
incorporated herein by reference to Exhibit 4(i) to
Post-Effective Amendment No. 80, filed on February 14,
1997 (File No. 2-34393).
(k) Specimen Stock Certificate for Janus Short-Term Bond
Fund is incorporated herein by reference to Exhibit 4(j)
to Post-Effective Amendment No. 80, filed on February
14, 1997 (File No. 2-34393).
(l) Specimen Stock Certificate for Janus Federal Tax-Exempt
Fund is incorporated herein by reference to Exhibit 4(k)
to Post-Effective Amendment No. 81, filed on June 26,
1997 (File No. 2-34393).
(m) Specimen Stock Certificate for Janus Mercury Fund is
incorporated herein by reference to Exhibit 4(l) to
Post-Effective Amendment No. 81, filed on June 26, 1997
(File No. 2-34393).
(n) Specimen Stock Certificate for Janus Overseas Fund is
incorporated herein by reference to Exhibit 4(m) to
Post-Effective Amendment No. 81, filed on June 26, 1997
(File No. 2-34393).
(o) Revised Specimen Stock Certificates for Janus High-Yield
Fund and Janus Olympus Fund are incorporated herein by
reference to Exhibit 4(n) to Post-Effective Amendment
No. 79, filed on December 18, 1996 (File No. 2-34393).
(p) Revised Specimen Stock Certificate for Janus Equity
Income Fund is incorporated herein by reference to
Exhibit 4(o) to Post-Effective Amendment No. 79, filed
on December 18, 1996 (File No. 2-34393).
(q) Revised Specimen Stock Certificate for Janus Special
Situations Fund filed as Exhibit 4(p) to Post-Effective
Amendment No. 79, filed on December 18, 1996 (File No.
2-34393), has been withdrawn.
(r) Specimen Stock Certificate for Janus Global Life
Sciences Fund filed as Exhibit 4(q) to Post-Effective
Amendment No. 82, filed on September 16, 1997 (File No.
2-34393), has been withdrawn.
(s) Form of Specimen Stock Certificate for Janus Global Life
Sciences Fund is incorporated herein by reference to
Exhibit 3(r)
to Post-Effective Amendment No. 85, filed on September
10, 1998 (File No. 2-34393).
(t) Form of Specimen Stock Certificate for Janus Global
Technology Fund is incorporated herein by reference to
Exhibit 3(s) to Post-Effective Amendment No. 85, filed
on September 10, 1998 (File No. 2-34393).
Exhibit 6 (a) Investment Advisory Agreement for Janus Fund dated July
1, 1997, is incorporated herein by reference to Exhibit
5(a) to Post-Effective Amendment No. 83, filed on
December 15, 1997 (File No. 2-34393).
(b) Investment Advisory Agreements for Janus Growth and
Income Fund and Janus Worldwide Fund dated July 1, 1997,
are incorporated herein by reference to Exhibit 5(b) to
Post-Effective Amendment No. 83, filed on December 15,
1997 (File No. 2-34393).
(c) Investment Advisory Agreements for Janus Twenty Fund and
Janus Venture Fund dated July 1, 1997, are incorporated
herein by reference to Exhibit 5(c) to Post-Effective
Amendment No. 83, filed on December 15, 1997 (File No.
2-34393).
(d) Investment Advisory Agreement for Janus Flexible Income
Fund dated July 1, 1997, is incorporated herein by
reference to Exhibit 5(d) to Post-Effective Amendment
No. 83, filed on December 15, 1997 (File No. 2-34393).
(e) Investment Advisory Agreements for Janus Enterprise
Fund, Janus Balanced Fund, and Janus Short-Term Bond
Fund dated July 1, 1997, are incorporated herein by
reference to Exhibit 5(e) to Post-Effective Amendment
No. 83, filed on December 15, 1997 (File No. 2-34393).
(f) Investment Advisory Agreements for Janus Federal
Tax-Exempt Fund and Janus Mercury Fund dated July 1,
1997, are incorporated herein by reference to Exhibit
5(f) to Post-Effective Amendment No. 83, filed on
December 15, 1997 (File No. 2-34393).
(g) Investment Advisory Agreement for Janus Overseas Fund
dated July 1, 1997, is incorporated herein by reference
to Exhibit 5(g) to Post-Effective Amendment No. 83,
filed on December 15, 1997 (File No. 2-34393).
(h) Investment Advisory Agreements for Janus Money Market
Fund,
Janus Government Money Market Fund, and Janus Tax-Exempt
Money Market Fund dated July 1, 1997, are incorporated
herein by reference to Exhibit 5(h) to Post-Effective
Amendment No. 83, filed on December 15, 1997 (File No.
2-34393).
(i) Investment Advisory Agreement for Janus High-Yield Fund
dated July 1, 1997, is incorporated herein by reference
to Exhibit 5(i) to Post-Effective Amendment No. 83,
filed on December 15, 1997 (File No. 2-34393).
(j) Investment Advisory Agreement for Janus Olympus Fund
dated July 1, 1997, is incorporated herein by reference
to Exhibit 5(j) to Post-Effective Amendment No. 83,
filed on December 15, 1997 (File No. 2-34393).
(k) Investment Advisory Agreement for Janus Equity Income
Fund dated July 1, 1997, is incorporated herein by
reference to Exhibit 5(k) to Post-Effective Amendment
No. 83, filed on December 15, 1997 (File No. 2-34393).
(l) Investment Advisory Agreement for Janus Special
Situations Fund dated July 1, 1997, filed as Exhibit
5(l) to Post-Effective Amendment No. 83, filed on
December 15, 1997 (File No. 2-34393), has been
withdrawn.
(m) Investment Advisory Agreement for Janus Global Life
Sciences Fund filed as Exhibit 5(m) to Post-Effective
Amendment No. 82, filed on September 16, 1997 (File No.
2-34393), has been withdrawn.
(n) Form of Investment Advisory Agreement for Janus Global
Life Sciences Fund is incorporated herein by reference
to Exhibit 4(n) to Post-Effective Amendment No. 85,
filed on September 10, 1998 (File No. 2-34393).
(o) Form of Investment Advisory Agreement for Janus Global
Technology Fund is incorporated herein by reference to
Exhibit 4(o) to Post-Effective Amendment No. 85, filed
on September 10, 1998 (File No. 2-34393).
(p) Investment Advisory Agreement for Janus Strategic Value
Fund is incorporated herein by reference to Exhibit 4(p)
to Post-Effective Amendment No. 88, filed on November
15, 1999 (File No. 2-34393).
(q) Amendment dated January 31, 2000 to the Investment
Advisory
Agreement for Janus Fund dated July 1, 1997, is
incorporated herein by reference to Exhibit 4(q) to
Post-Effective Amendment No. 90, filed on January 31,
2000 (File No. 2-34393).
(r) Amendment dated January 31, 2000 to the Investment
Advisory Agreement for Janus Growth and Income Fund
dated July 1, 1997, is incorporated herein by reference
to Exhibit 4(r) to Post-Effective Amendment No. 90,
filed on January 31, 2000 (File No. 2-34393).
(s) Amendment dated January 31, 2000 to the Investment
Advisory Agreement for Janus Twenty Fund dated July 1,
1997, is incorporated herein by reference to Exhibit
4(s) to Post-Effective Amendment No. 90, filed on
January 31, 2000 (File No. 2-34393).
(t) Amendment dated January 31, 2000 to the Investment
Advisory Agreement for Janus Enterprise Fund dated July
1, 1997, is incorporated herein by reference to Exhibit
4(t) to Post-Effective Amendment No. 90, filed on
January 31, 2000 (File No. 2-34393).
(u) Amendment dated January 31, 2000 to the Investment
Advisory Agreement for Janus Balanced Fund dated July 1,
1997, is incorporated herein by reference to Exhibit
4(u) to Post-Effective Amendment No. 90, filed on
January 31, 2000 (File No. 2-34393).
(v) Amendment dated January 31, 2000 to the Investment
Advisory Agreement for Janus Overseas Fund dated July 1,
1997, is incorporated herein by reference to Exhibit
4(v) to Post-Effective Amendment No. 90, filed on
January 31, 2000 (File No. 2-34393).
(w) Amendment dated January 31, 2000 to the Investment
Advisory Agreement for Janus Equity Income Fund dated
July 1, 1997, is incorporated herein by reference to
Exhibit 4(w) to Post-Effective Amendment No. 90, filed
on January 31, 2000 (File No. 2-34393).
(x) Amendment dated January 31, 2000 to the Investment
Advisory Agreement for Janus Global Life Sciences Fund
dated September 14, 1998, is incorporated herein by
reference to Exhibit 4(x) to Post-Effective Amendment
No. 90, filed on January 31, 2000 (File No. 2-34393).
(y) Amendment dated January 31, 2000 to the Investment
Advisory Agreement for Janus Global Technology Fund
dated September 14, 1998, is incorporated herein by
reference to Exhibit 4(y) to Post-Effective Amendment
No. 90, filed on January 31, 2000 (File No. 2-34393).
(z) Amendment dated January 31, 2000 to the Investment
Advisory Agreement for Janus Mercury Fund dated July 1,
1997, is incorporated herein by reference to Exhibit
4(z) of Post-Effective Amendment No. 90, filed on
January 31, 2000 (File No. 2-34393).
(aa) Amendment dated January 31, 2000 to the Investment
Advisory Agreement for Janus Olympus Fund dated July 1,
1997, is incorporated herein by reference to Exhibit
4(aa) to Post-Effective Amendment No. 90, filed on
January 31, 2000 (File No. 2-34393).
(bb) Amendment dated January 31, 2000 to the Investment
Advisory Agreement for Janus Special Situations Fund
dated July 1, 1997, filed as Exhibit 4(bb) to
Post-Effective Amendment No. 90, filed on January 31,
2000 (File No. 2-34393), has been withdrawn.
(cc) Amendment dated January 31, 2000 to the Investment
Advisory Agreement for Janus Strategic Value Fund dated
September 14, 1999, is incorporated herein by reference
to Exhibit 4(cc) to Post-Effective Amendment No. 90,
filed on January 31, 2000 (File No. 2-34393).
(dd) Amendment dated January 31, 2000 to the Investment
Advisory Agreement for Janus Venture Fund dated July 1,
1997, is incorporated herein by reference to Exhibit
4(dd) to Post-Effective Amendment No. 90, filed on
January 31, 2000 (File No. 2-34393).
(ee) Amendment dated January 31, 2000 to the Investment
Advisory Agreement for Janus Worldwide Fund dated July
1, 1997, is incorporated herein by reference to Exhibit
4(ee) to Post-Effective Amendment No. 90, filed on
January 31, 2000 (File No. 2-34393).
(ff) Form of Investment Advisory Agreement for Janus Orion
Fund is incorporated herein by reference to Exhibit
4(ff) to Post-Effective Amendment No. 92, filed on March
17, 2000 (File No. 2-34393).
(gg) Form of Investment Advisory Agreement for Janus Fund 2
filed as Exhibit 4(gg) to Post-Effective Amendment No.
95, filed on September 13, 2000 (File No. 2-34393), has
been withdrawn.
(hh) Form of Investment Advisory Agreement for Janus Global
Value Fund is incorporated herein by reference to
Exhibit 4(hh) to Post-Effective Amendment No. 98, filed
on March 15, 2001 (File No. 2-34393).
(ii) Form of Amendment dated July 31, 2001 to the Investment
Advisory Agreement for Janus Equity Income Fund dated
July 1, 1997, as amended January 31, 2000, is
incorporated herein by reference to Exhibit 4(ii) to
Post-Effective Amendment No. 99, filed on June 1, 2001
(File No. 2-34393).
(jj) Form of Investment Advisory Agreement for Janus
Institutional Cash Reserves Fund is incorporated herein
by reference to Exhibit 4(jj) to Post-Effective
Amendment No. 104, filed on February 28, 2002 (File No.
2-34393).
(kk) Form of Investment Advisory Agreement for Janus
Risk-Managed Stock Fund is incorporated herein by
reference to Exhibit 4(kk) to Post-Effective Amendment
No. 105, filed on December 13, 2002 (File No. 2-34393).
(ll) Form of Sub-Advisory Agreement for Janus Risk-Managed
Stock Fund is incorporated herein by reference to
Exhibit 4(ll) to Post-Effective Amendment No. 105, filed
on December 13, 2002 (File No. 2-34393).
(mm) Form of Investment Advisory Agreement for Janus Small
Cap Value Fund is incorporated herein by reference to
Exhibit 4(mm) to Post-Effective Amendment No. 106, filed
on January 3, 2003 (File No. 2-34393).
(nn) Form of Sub-Advisory Agreement for Janus Small Cap Value
Fund (pre-acquisition version) is incorporated herein by
reference to Exhibit 4(nn) to Post-Effective Amendment
No. 106, filed on January 3, 2003 (File No. 2-34393).
(oo) Form of Sub-Advisory Agreement for Janus Small Cap Value
Fund (post-acquisition version) is incorporated herein
by reference to Exhibit 4(oo) to Post-Effective
Amendment No. 106, filed on January 3, 2003 (File No.
2-34393).
(pp) Form of Investment Advisory Agreement for Janus Mid Cap
Value Fund is incorporated herein by reference to
Exhibit 4(pp) to Post-Effective Amendment No. 106, filed
on January 3, 2003 (File No. 2-34393).
(qq) Form of Sub-Advisory Agreement for Mid Cap Value Fund
(pre-acquisition version) is incorporated herein by
reference to Exhibit 4(qq) to Post-Effective Amendment
No. 106, filed on January 3, 2003 (File No. 2-34393).
(rr) Form of Sub-Advisory Agreement for Mid Cap Value Fund
(post-
acquisition version) is incorporated herein by reference
to Exhibit 4(rr) to Post-Effective Amendment No. 106,
filed on January 3, 2003 (File No. 2-34393).
(ss) Amendment to Investment Advisory Agreement for Janus
Global Value Fund is incorporated herein by reference to
Exhibit 4(ss) to Post-Effective Amendment No. 110, filed
on December 23, 2003 (File No. 2-34393).
(tt) Investment Advisory Agreement for Janus Balanced Fund
dated July 1, 2004 is incorporated herein by reference
to Exhibit 4(tt) to Post-Effective Amendment No. 112,
filed on December 10, 2004 (File No. 2-34393).
(uu) Investment Advisory Agreement for Janus Core Equity Fund
dated July 1, 2004 is incorporated herein by reference
to Exhibit 4(uu) to Post-Effective Amendment No. 112,
filed on December 10, 2004 (File No. 2-34393).
(vv) Investment Advisory Agreement for Janus Enterprise Fund
dated July 1, 2004 is incorporated herein by reference
to Exhibit 4(vv) to Post-Effective Amendment No. 112,
filed on December 10, 2004 (File No. 2-34393).
(ww) Investment Advisory Agreement for Janus Federal
Tax-Exempt Fund dated July 1, 2004 is incorporated
herein by reference to Exhibit 4(ww) to Post-Effective
Amendment No. 112, filed on December 10, 2004 (File No.
2-34393).
(xx) Investment Advisory Agreement for Janus Flexible Income
Fund dated July 1, 2004 is incorporated herein by
reference to Exhibit 4(xx) to Post-Effective Amendment
No. 112, filed on December 10, 2004 (File No. 2-34393).
(yy) Investment Advisory Agreement for Janus Global Life
Sciences Fund dated July 1, 2004 is incorporated herein
by reference to Exhibit 4(yy) to Post-Effective
Amendment No. 112, filed on December 10, 2004 (File No.
2-34393).
(zz) Investment Advisory Agreement for Janus Global
Opportunities Fund dated July 1, 2004 is incorporated
herein by reference to Exhibit 4(zz) to Post-Effective
Amendment No. 112, filed on December 10, 2004 (File No.
2-34393).
(aaa) Investment Advisory Agreement for Janus Global
Technology Fund dated July 1, 2004 is incorporated
herein by reference to
Exhibit 4(aaa) to Post-Effective Amendment No. 112,
filed on December 10, 2004 (File No. 2-34393).
(bbb) Investment Advisory Agreement for Janus Growth and
Income Fund dated July 1, 2004 is incorporated herein by
reference to Exhibit 4(bbb) to Post-Effective Amendment
No. 112, filed on December 10, 2004 (File No. 2-34393).
(ccc) Investment Advisory Agreement for Janus High-Yield Fund
dated July 1, 2004 is filed incorporated herein by
reference to Exhibit 4(ccc) to Post-Effective Amendment
No. 112, filed on December 10, 2004 (File No. 2-34393).
(ddd) Investment Advisory Agreement for Janus Fund dated July
1, 2004 is incorporated herein by reference to Exhibit
4(ddd) to Post-Effective Amendment No. 112, filed on
December 10, 2004 (File No. 2-34393).
(eee) Investment Advisory Agreement for Janus Mercury Fund
dated July 1, 2004 is incorporated herein by reference
to Exhibit 4(eee) to Post-Effective Amendment No. 112,
filed on December 10, 2004 (File No. 2-34393).
(fff) Investment Advisory Agreement for Janus Mid Cap Value
Fund dated July 1, 2004 is incorporated herein by
reference to Exhibit 4(fff) to Post-Effective Amendment
No. 112, filed on December 10, 2004 (File No. 2-34393).
(ggg) Investment Advisory Agreement for Janus Olympus Fund
dated July 1, 2004 is incorporated herein by reference
to Exhibit 4(ggg) to Post-Effective Amendment No. 112,
filed on December 10, 2004 (File No. 2-34393).
(hhh) Investment Advisory Agreement for Janus Orion Fund dated
July 1, 2004 is incorporated herein by reference to
Exhibit 4(hhh) to Post-Effective Amendment No. 112,
filed on December 10, 2004 (File No. 2-34393).
(iii) Investment Advisory Agreement for Janus Overseas Fund
dated July 1, 2004 is incorporated herein by reference
to Exhibit 4(iii) to Post-Effective Amendment No. 112,
filed on December 10, 2004 (File No. 2-34393).
(jjj) Investment Advisory Agreement for Janus Risk-Managed
Stock Fund dated July 1, 2004 is incorporated herein by
reference to Exhibit 4(jjj) to Post-Effective Amendment
No. 112, filed on December 10, 2004 (File No. 2-34393).
(kkk) Investment Advisory Agreement for Janus Short-Term Bond
Fund dated July 1, 2004 is incorporated herein by
reference to Exhibit 4(kkk) to Post-Effective Amendment
No. 112, filed on December 10, 2004 (File No. 2-34393).
(lll) Investment Advisory Agreement for Janus Small Cap Value
Fund dated July 1, 2004 is incorporated herein by
reference to Exhibit 4(lll) to Post-Effective Amendment
No. 112, filed on December 10, 2004 (File No. 2-34393).
(mmm) Investment Advisory Agreement for Janus Special Equity
Fund dated July 1, 2004 is incorporated herein by
reference to Exhibit 4(mmm) to Post-Effective Amendment
No. 112, filed on December 10, 2004 (File No. 2-34393).
(nnn) Investment Advisory Agreement for Janus Twenty Fund
dated July 1, 2004 is incorporated herein by reference
to Exhibit 4(nnn) to Post-Effective Amendment No. 112,
filed on December 10, 2004 (File No. 2-34393).
(ooo) Investment Advisory Agreement for Janus Venture Fund
dated July 1, 2004 is incorporated herein by reference
to Exhibit 4(ooo) to Post-Effective Amendment No. 112,
filed on December 10, 2004 (File No. 2-34393).
(ppp) Investment Advisory Agreement for Janus Worldwide Fund
dated July 1, 2004 is incorporated herein by reference
to Exhibit 4(ppp) to Post-Effective Amendment No. 112,
filed on December 10, 2004 (File No. 2-34393).
(qqq) Amendment to Investment Advisory Agreement for Janus
Special Equity Fund dated September 30, 2004 is
incorporated herein by reference to Exhibit 4(qqq) to
Post-Effective Amendment No. 112, filed on December 10,
2004 (File No. 2-34393).
(rrr) Investment Advisory Agreement for Janus Explorer Fund
dated December 2, 2004 is incorporated herein by
reference to Exhibit 4(rrr) to Post-Effective Amendment
No. 112, filed on December 10, 2004 (File No. 2-34393).
(sss) Investment Advisory Agreement for Janus Research Fund
dated
December 2, 2004 is incorporated herein by reference to
Exhibit 4(sss) to Post-Effective Amendment No. 112,
filed on December 10, 2004 (File No. 2-34393).
(ttt) Amendment to Investment Advisory Agreement for Janus
Explorer Fund is incorporated herein by reference to
Exhibit 4(ttt) to Post-Effective Amendment No. 113,
filed on February 24, 2005 (File No. 2-34393).
(uuu) Amendment to Investment Advisory Agreement for Janus
Flexible Income Fund dated February 28, 2005 is
incorporated herein by reference to Exhibit 4(uuu) to
Post-Effective Amendment No. 114, filed on October 14,
2005 (File No. 2-34393).
(vvv) Form of Investment Advisory Agreement for Janus Smart
Portfolio - Growth is incorporated herein by reference
to Exhibit 4(vvv) to Post-Effective Amendment No. 114,
filed on October 14, 2005 (File No. 2-34393).
(www) Form of Investment Advisory Agreement for Janus Smart
Portfolio - Moderate is incorporated herein by reference
to Exhibit 4(www) to Post-Effective Amendment No. 114,
filed on October 14, 2005 (File No. 2-34393).
(xxx) Form of Investment Advisory Agreement for Janus Smart
Portfolio - Conservative is incorporated herein by
reference to Exhibit 4(xxx) to Post-Effective Amendment
No. 114, filed on October 14, 2005 (File No. 2-34393).
(yyy) Investment Advisory Agreement for Janus Fund dated July
1, 2004, as amended February 1, 2006, is incorporated
herein by reference to Exhibit 4(yyy) to Post-Effective
Amendment No. 117, filed on February 27, 2006 (File No.
2-34393).
(zzz) Investment Advisory Agreement for Janus Enterprise Fund
dated July 1, 2004, as amended February 1, 2006, is
incorporated herein by reference to Exhibit 4(zzz) to
Post-Effective Amendment No. 117, filed on February 27,
2006 (File No. 2-34393).
(aaaa) Investment Advisory Agreement for Janus Mercury Fund
dated July 1, 2004, as amended February 1, 2006, is
incorporated herein by reference to Exhibit 4(aaaa) to
Post-Effective Amendment No. 117, filed on February 27,
2006 (File No. 2-34393).
(bbbb) Investment Advisory Agreement for Janus Olympus Fund
dated July 1, 2004, as amended February 1, 2006, is
incorporated herein
by reference to Exhibit 4(bbbb) to Post-Effective
Amendment No. 117, filed on February 27, 2006 (File No.
2-34393).
(cccc) Investment Advisory Agreement for Janus Orion Fund dated
July 1, 2004, as amended February 1, 2006, is
incorporated herein by reference to Exhibit 4(cccc) to
Post-Effective Amendment No. 117, filed on February 27,
2006 (File No. 2-34393).
(dddd) Investment Advisory Agreement for Janus Triton Fund
dated December 2, 2004, as amended February 1, 2006, is
incorporated herein by reference to Exhibit 4(dddd) to
Post-Effective Amendment No. 117, filed on February 27,
2006 (File No. 2-34393).
(eeee) Investment Advisory Agreement for Janus Twenty Fund
dated July 1, 2004, as amended February 1, 2006, is
incorporated herein by reference to Exhibit 4(eeee) to
Post-Effective Amendment No. 117, filed on February 27,
2006 (File No. 2-34393).
(ffff) Investment Advisory Agreement for Janus Venture Fund
dated July 1, 2004, as amended February 1, 2006, is
incorporated herein by reference to Exhibit 4(ffff) to
Post-Effective Amendment No. 117, filed on February 27,
2006 (File No. 2-34393).
(gggg) Investment Advisory Agreement for Janus Global Life
Sciences Fund dated July 1, 2004, as amended February 1,
2006, is incorporated herein by reference to Exhibit
4(gggg) to Post-Effective Amendment No. 117, filed on
February 27, 2006 (File No. 2-34393).
(hhhh) Investment Advisory Agreement for Janus Global
Technology Fund dated July 1, 2004, as amended February
1, 2006, is incorporated herein by reference to Exhibit
4(hhhh) to Post-Effective Amendment No. 117, filed on
February 27, 2006 (File No. 2-34393).
(iiii) Investment Advisory Agreement for Janus Balanced Fund
dated July 1, 2004, as amended February 1, 2006, is
incorporated herein by reference to Exhibit 4(iiii) to
Post-Effective Amendment No. 117, filed on February 27,
2006 (File No. 2-34393).
(jjjj) Investment Advisory Agreement for Janus Contrarian Fund
dated July 1, 2004, as amended February 1, 2006, is
incorporated herein by reference to Exhibit 4(jjjj) to
Post-Effective Amendment No. 117, filed on February 27,
2006 (File No. 2-34393).
(kkkk) Investment Advisory Agreement for Janus Core Equity Fund
dated July 1, 2004, as amended February 1, 2006, is
incorporated herein by reference to Exhibit 4(kkkk) to
Post-Effective Amendment No. 117, filed on February 27,
2006 (File No. 2-34393).
(llll) Investment Advisory Agreement for Janus Growth and
Income Fund dated July 1, 2004, as amended February 1,
2006, is incorporated herein by reference to Exhibit
4(llll) to Post-Effective Amendment No. 117, filed on
February 27, 2006 (File No. 2-34393).
(mmmm) Investment Advisory Agreement for Janus Research Fund
dated December 2, 2004, as amended January 1, 2006, is
incorporated herein by reference to Exhibit 4(mmmm) to
Post-Effective Amendment No. 117, filed on February 27,
2006 (File No. 2-34393).
(nnnn) Investment Advisory Agreement for Janus Risk-Managed
Stock Fund dated July 1, 2004, as amended January 1,
2006, is incorporated herein by reference to Exhibit
4(nnnn) to Post-Effective Amendment No. 117, filed on
February 27, 2006 (File No. 2-34393).
(oooo) Investment Advisory Agreement for Janus Mid Cap Value
Fund dated July 1, 2004, as amended February 1, 2006, is
incorporated herein by reference to Exhibit 4(oooo) to
Post-Effective Amendment No. 117, filed on February 27,
2006 (File No. 2-34393).
(pppp) Investment Advisory Agreement for Janus Global
Opportunities Fund dated July 1, 2004, as amended
February 1, 2006, is incorporated herein by reference to
Exhibit 4(pppp) to Post-Effective Amendment No. 117,
filed on February 27, 2006 (File No. 2-34393).
(qqqq) Investment Advisory Agreement for Janus Overseas Fund
dated July 1, 2004, as amended February 1, 2006, is
incorporated herein by reference to Exhibit 4(qqqq) to
Post-Effective Amendment No. 117, filed on February 27,
2006 (File No. 2-34393).
(rrrr) Investment Advisory Agreement for Janus Worldwide Fund
dated July 1, 2004, as amended February 1, 2006, is
incorporated herein by reference to Exhibit 4(rrrr) to
Post-Effective Amendment No. 117, filed on February 27,
2006 (File No. 2-34393).
(ssss) Investment Advisory Agreement for Janus Flexible Bond
Fund
dated July 1, 2004, as amended February 1, 2006, is
incorporated herein by reference to Exhibit 4(ssss) to
Post-Effective Amendment No. 117, filed on February 27,
2006 (File No. 2-34393).
(tttt) Investment Advisory Agreement for Janus High-Yield Fund
dated July 1, 2004, as amended February 1, 2006, is
incorporated herein by reference to Exhibit 4(tttt) to
Post-Effective Amendment No. 117, filed on February 27,
2006 (File No. 2-34393).
(uuuu) Investment Advisory Agreement for Janus Short-Term Bond
Fund dated July 1, 2004, as amended February 1, 2006, is
incorporated herein by reference to Exhibit 4(uuuu) to
Post-Effective Amendment No. 117, filed on February 27,
2006 (File No. 2-34393).
(vvvv) Investment Advisory Agreement for Janus Federal
Tax-Exempt Fund dated July 1, 2004, as amended February
1, 2006, is incorporated herein by reference to Exhibit
4(vvvv) to Post-Effective Amendment No. 117, filed on
February 27, 2006 (File No. 2-34393).
(wwww) Investment Advisory Agreement for Janus Money Market
Fund dated April 3, 2002, as amended February 1, 2006,
is incorporated herein by reference to Exhibit 4(wwww)
to Post-Effective Amendment No. 117, filed on February
27, 2006 (File No. 2-34393).
(xxxx) Investment Advisory Agreement for Janus Government Money
Market Fund dated April 3, 2002, as amended February 1,
2006, is incorporated herein by reference to Exhibit
4(xxxx) to Post-Effective Amendment No. 117, filed on
February 27, 2006 (File No. 2-34393).
(yyyy) Investment Advisory Agreement for Janus Tax-Exempt Money
Market Fund dated April 3, 2002, as amended February 1,
2006, is incorporated herein by reference to Exhibit
4(yyyy) to Post-Effective Amendment No. 117, filed on
February 27, 2006 (File No. 2-34393).
(zzzz) Investment Advisory Agreement for Janus Institutional
Cash Reserves Fund dated April 3, 2002, as amended
February 1, 2006, is incorporated herein by reference to
Exhibit 4(zzzz) to Post-Effective Amendment No. 117,
filed on February 27, 2006 (File No. 2-34393).
(aaaaa) Sub-Advisory Agreement for Janus Risk-Managed Stock Fund
dated July 1, 2004, as amended January 1, 2006, is
incorporated herein by reference to Exhibit 4(aaaaa) to
Post-Effective Amendment No. 117, filed on February 27,
2006 (File No. 2-34393).
(bbbbb) Form of Amendment to Investment Advisory Agreement for
Janus Risk-Managed Stock Fund is incorporated herein by
reference to Exhibit 4(bbbbb) to Post-Effective
Amendment No. 117, filed on February 27, 2006 (File No.
2-34393).
(ccccc) Form of Amendment to Sub-Advisory Agreement for Janus
Risk-Managed Stock Fund is incorporated herein by
reference to Exhibit 4(ccccc) to Post-Effective
Amendment No. 117, filed on February 27, 2006 (File No.
2-34393).
(ddddd) Amendment to Investment Advisory Agreement for Janus
Balanced Fund dated June 14, 2006 is incorporated herein
by reference to Exhibit 4(ddddd) to Post-Effective
Amendment No. 119, filed on December 19, 2006 (File No.
2-34393).
(eeeee) Amendment to Investment Advisory Agreement for Janus
Contrarian Fund dated June 14, 2006 is incorporated
herein by reference to Exhibit 4(eeeee) to
Post-Effective Amendment No. 119, filed on December 19,
2006 (File No. 2-34393).
(fffff) Amendment to Investment Advisory Agreement for Janus
Core Equity Fund dated June 14, 2006 is incorporated
herein by reference to Exhibit 4(fffff) to
Post-Effective Amendment No. 119, filed on December 19,
2006 (File No. 2-34393).
(ggggg) Amendment to Investment Advisory Agreement for Janus
Enterprise Fund dated June 14, 2006 is incorporated
herein by reference to Exhibit 4(ggggg) to
Post-Effective Amendment No. 119, filed on December 19,
2006 (File No. 2-34393).
(hhhhh) Amendment to Investment Advisory Agreement for Janus
Federal Tax-Exempt Fund dated June 14, 2006 is
incorporated herein by reference to Exhibit 4(hhhhh) to
Post-Effective Amendment No. 119, filed on December 19,
2006 (File No. 2-34393).
(iiiii) Amendment to Investment Advisory Agreement for Janus
Flexible Bond Fund dated June 14, 2006 is incorporated
herein by reference to Exhibit 4(iiiii) to
Post-Effective Amendment No. 119, filed on December 19,
2006 (File No. 2-34393).
(jjjjj) Amendment to Investment Advisory Agreement for Janus
Fund dated June 14, 2006 is incorporated herein by
reference to Exhibit 4(jjjjj) to Post-Effective
Amendment No. 119, filed on December 19, 2006 (File No.
2-34393).
(kkkkk) Amendment to Investment Advisory Agreement for Janus
Global Life Sciences Fund dated June 14, 2006 is
incorporated herein by reference to Exhibit 4(kkkkk) to
Post-Effective Amendment No. 119, filed on December 19,
2006 (File No. 2-34393).
(lllll) Amendment to Investment Advisory Agreement for Janus
Global Opportunities Fund dated June 14, 2006 is
incorporated herein by reference to Exhibit 4(lllll) to
Post-Effective Amendment No. 119, filed on December 19,
2006 (File No. 2-34393).
(mmmmm) Amendment to Investment Advisory Agreement for Janus
Global Technology Fund dated June 14, 2006 is
incorporated herein by reference to Exhibit 4(mmmmm) to
Post-Effective Amendment No. 119, filed on December 19,
2006 (File No. 2-34393).
(nnnnn) Amendment to Investment Advisory Agreement for Janus
Growth and Income Fund dated June 14, 2006 is
incorporated herein by reference to Exhibit 4(nnnnn) to
Post-Effective Amendment No. 119, filed on December 19,
2006 (File No. 2-34393).
(ooooo) Amendment to Investment Advisory Agreement for Janus
High-Yield Fund dated June 14, 2006 is incorporated
herein by reference to Exhibit 4(ooooo) to
Post-Effective Amendment No. 119, filed on December 19,
2006 (File No. 2-34393).
(ppppp) Amendment to Investment Advisory Agreement for Janus
Mercury Fund dated June 14, 2006 is incorporated herein
by reference to Exhibit 4(ppppp) to Post-Effective
Amendment No. 119, filed on December 19, 2006 (File No.
2-34393).
(qqqqq) Amendment to Investment Advisory Agreement for Janus Mid
Cap Value Fund dated June 14, 2006 is incorporated
herein by reference to Exhibit 4(qqqqq) to
Post-Effective Amendment No. 119, filed on December 19,
2006 (File No. 2-34393).
(rrrrr) Amendment to Investment Advisory Agreement for Janus
Orion Fund dated June 14, 2006 is incorporated herein by
reference to Exhibit 4(rrrrr) to Post-Effective
Amendment No. 119, filed on December 19, 2006 (File No.
2-34393).
(sssss) Amendment to Investment Advisory Agreement for Janus
Overseas Fund dated June 14, 2006 is incorporated herein
by reference to Exhibit 4(sssss) to Post-Effective
Amendment No. 119, filed on December 19, 2006 (File No.
2-34393).
(ttttt) Amendment to Investment Advisory Agreement for Janus
Research Fund dated June 14, 2006 is incorporated herein
by reference to Exhibit 4(ttttt) to Post-Effective
Amendment No. 119, filed on December 19, 2006 (File No.
2-34393).
(uuuuu) Amendment to Investment Advisory Agreement for INTECH
Risk-Managed Stock Fund dated June 14, 2006 is
incorporated herein by reference to Exhibit 4(uuuuu) to
Post-Effective Amendment No. 119, filed on December 19,
2006 (File No. 2-34393).
(vvvvv) Amendment to Investment Advisory Agreement for Janus
Short-Term Bond Fund dated June 14, 2006 is incorporated
herein by reference to Exhibit 4(vvvvv) to
Post-Effective Amendment No. 119, filed on December 19,
2006 (File No. 2-34393).
(wwwww) Amendment to Investment Advisory Agreement for Janus
Small Cap Value Fund dated June 14, 2006 is incorporated
herein by reference to Exhibit 4(wwwww) to
Post-Effective Amendment No. 119, filed on December 19,
2006 (File No. 2-34393).
(xxxxx) Amendment to Investment Advisory Agreement for Janus
Smart Portfolio - Conservative dated June 14, 2006 is
inorporated herein by reference to Exhibit 4(xxxxx) to
Post-Effective Amendment No. 119, filed on December 19,
2006 (File No. 2-34393).
(yyyyy) Amendment to Investment Advisory Agreement for Janus
Smart Portfolio - Growth dated June 14, 2006 is
incorporated herein by reference to Exhibit 4(yyyyy) to
Post-Effective Amendment No. 119, filed on December 19,
2006 (File No. 2-34393).
(zzzzz) Amendment to Investment Advisory Agreement for Janus
Smart Portfolio - Moderate dated June 14, 2006 is
incorporated herein by reference to Exhibit 4(zzzzz) to
Post-Effective Amendment No. 119, filed on December 19,
2006 (File No. 2-34393).
(aaaaaa) Amendment to Investment Advisory Agreement for Janus
Triton Fund dated June 14, 2006 is incorporated herein
by reference to Exhibit 4(aaaaaa) to Post-Effective
Amendment No. 119, filed on December 19, 2006 (File No.
2-34393).
(bbbbbb) Amendment to Investment Advisory Agreement for Janus
Twenty Fund dated June 14, 2006 is incorporated herein
by reference to Exhibit 4(bbbbbb) to Post-Effective
Amendment No. 119, filed on December 19, 2006 (File No.
2-34393).
(cccccc) Amendment to Investment Advisory Agreement for Janus
Venture Fund dated June 14, 2006 is incorporated herein
by reference to Exhibit 4(cccccc) to Post-Effective
Amendment No. 119, filed on December 19, 2006 (File No.
2-34393).
(dddddd) Amendment to Investment Advisory Agreement for Janus
Worldwide Fund dated June 14, 2006 is incorporated
herein by reference to Exhibit 4(dddddd) to
Post-Effective Amendment No. 119, filed on December 19,
2006 (File No. 2-34393).
(eeeeee) Amendment to Sub-Advisory Agreement for Janus Mid Cap
Value Fund dated June 14, 2006 is incorporated herein by
reference to Exhibit 4(eeeeee) to Post-Effective
Amendment No. 119, filed on December 19, 2006 (File No.
2-34393).
(ffffff) Amendment to Sub-Advisory Agreement for Janus Small Cap
Value Fund dated June 14, 2006 is incorporated herein by
reference to Exhibit 4(ffffff) to Post-Effective
Amendment No. 119, filed on December 19, 2006 (File No.
2-34393).
(gggggg) Amendment to Investment Advisory Agreement for Janus
Core Equity Fund dated June 30, 2006 is incorporated
herein by reference to Exhibit 4(gggggg) to
Post-Effective Amendment No. 119, filed on December 19,
2006 (File No. 2-34393).
(hhhhhh) Form of Agreement and Plan of Reorganization is
incorporated herein by reference to Exhibit 4 to N-14/A
Pre-Effective Amendment No. 1, filed on August 8, 2006
(File No. 2-34393).
(iiiiii) Amendment to Investment Advisory Agreement for Janus
Mercury Fund dated December 31, 2006 is incorporated
herein by reference to Exhibit 4(iiiiii) to
Post-Effective Amendment No. 120, filed on February 28,
2007 (File No. 2-34393).
(jjjjjj) Amendment to Investment Advisory Agreement for Janus
Research Fund dated December 31, 2006 is incorporated
herein by reference to Exhibit 4(jjjjjj) to
Post-Effective Amendment No. 120, filed on February 28,
2007 (File No. 2-34393).
(kkkkkk) Amendment to Sub-Advisory Agreement for INTECH
Risk-Managed Stock Fund dated January 1, 2008 is
incorporated herein
by reference to Exhibit 4(kkkkkk) to Post-Effective
Amendment No. 122, filed on February 28, 2008 (File No.
2-34393).
(llllll) Amended and Restated Investment Advisory Agreement for
Perkins Mid Cap Value Fund dated December 31, 2008 is
incorporated herein by reference to Exhibit 4(llllll) to
Post-Effective Amendment No. 123, filed on February 27,
2009 (File No. 2-34393).
(mmmmmm) Amended and Restated Investment Advisory Agreement for
Perkins Small Cap Value Fund dated December 31, 2008 is
incorporated herein by reference to Exhibit 4(mmmmmm) to
Post-Effective Amendment No. 123, filed on February 27,
2009 (File No. 2-34393).
(nnnnnn) Sub-Advisory Agreement for Perkins Mid Cap Value Fund
dated December 31, 2008 is incorporated herein by
reference to Exhibit 4(nnnnnn) to Post-Effective
Amendment No. 123, filed on February 27, 2009 (File No.
2-34393).
(oooooo) Sub-Advisory Agreement for Perkins Small Cap Value Fund
dated December 31, 2008 is incorporated herein by
reference to Exhibit 4(oooooo) to Post-Effective
Amendment No. 123, filed on February 27, 2009 (File No.
2-34393).
(pppppp) Form of Investment Advisory Agreement is filed herein as
Exhibit 6(pppppp).
Exhibit 7 (a) Distribution Agreement between Janus Investment Fund and
Janus Distributors, Inc., dated July 1, 1997, is
incorporated herein by reference to Exhibit 6 to
Post-Effective Amendment No. 83, filed on December 15,
1997 (File No. 2-34393).
(b) Distribution Agreement between Janus Investment Fund and
Janus Distributors LLC, dated June 18, 2002, is
incorporated herein by reference to Exhibit 5(b) to
Post-Effective Amendment No. 105, filed on December 13,
2002 (File No. 2-34393).
(c) Amendment to Amended and Restated Distribution Agreement
between Janus Investment Fund and Janus Distributors
LLC, dated June 14, 2006, is incorporated herein by
reference to Exhibit 5(c) to Post-Effective Amendment
No. 119, filed on December 19, 2006 (File No. 2-34393).
(d) Amendment to Amended and Restated Distribution Agreement
between Janus Investment Fund and Janus Distributors
LLC, dated
January 1, 2008, is incorporated herein by reference to
Exhibit 5(d) to Post-Effective Amendment No. 122, filed
on February 28, 2008 (File No. 2-34393).
Exhibit 8 Not Applicable.
Exhibit 9 (a) Custodian Contract between Janus Investment Fund and
State Street Bank and Trust Company is incorporated
herein by reference to Exhibit 8(a) to Post-Effective
Amendment No. 79, filed on December 18, 1996 (File No.
2-34393).
(b) Amendment dated April 25, 1990, of State Street
Custodian Contract is incorporated herein by reference
to Exhibit 8(b) to Post-Effective Amendment No. 79,
filed on December 18, 1996 (File No. 2-34393).
(c) Letter Agreement dated February 1, 1991, regarding State
Street Custodian Contract is incorporated herein by
reference to Exhibit 8(c) to Post-Effective Amendment
No. 79, filed on December 18, 1996 (File No. 2-34393).
(d) Custodian Contract between Janus Investment Fund and
Investors Fiduciary Trust Company filed as Exhibit 8(d)
to Post-Effective Amendment No. 79, filed on December
18, 1996 (File No. 2-34393), has been withdrawn.
(e) Letter Agreement dated October 9, 1992, regarding State
Street Custodian Agreement is incorporated herein by
reference to Exhibit 8(e) to Post-Effective Amendment
No. 81, filed on June 26, 1997 (File No. 2-34393).
(f) Letter Agreement dated April 28, 1993, regarding State
Street Custodian Agreement is incorporated herein by
reference to Exhibit 8(f) to Post-Effective Amendment
No. 81, filed on June 26, 1997 (File No. 2-34393).
(g) Letter Agreement dated April 4, 1994, regarding State
Street Custodian Agreement is incorporated herein by
reference to Exhibit 8(g) to Post-Effective Amendment
No. 81, filed on June 26, 1997 (File No. 2-34393).
(h) Form of Custody Agreement between Janus Investment Fund,
on behalf of Janus Money Market Fund, Janus Government
Money Market Fund and Janus Tax-Exempt Money Market
Fund, and United Missouri Bank, N.A. filed as Exhibit
8(h) to Post-Effective Amendment No. 81, filed on June
26, 1997 (File No. 2-34393), has been withdrawn.
(i) Letter Agreement dated December 12, 1995, regarding
State Street Custodian Contract is incorporated herein
by reference to Exhibit 8(i) to Post-Effective Amendment
No. 72, filed on March 15, 1996 (File No. 2-34393).
(j) Amendment dated October 11, 1995, of State Street
Custodian Contract is incorporated herein by reference
to Exhibit 8(j) to Post-Effective Amendment No. 71,
filed on December 20, 1995 (File No. 2-34393).
(k) Form of Amendment dated September 10, 1996, of State
Street Custodian Contract is incorporated herein by
reference to Exhibit 8(k) to Post-Effective Amendment
No. 75, filed on September 11, 1996 (File No. 2-34393).
(l) Letter Agreement dated September 10, 1996, regarding
State Street Custodian Contract is incorporated herein
by reference to Exhibit 8(l) to Post-Effective Amendment
No. 75, filed on September 11, 1996 (File No. 2-34393).
(m) Form of Subcustodian Contract between United Missouri
Bank, N.A., and State Street Bank and Trust Company is
incorporated herein by reference to Exhibit 8(m) to
Post-Effective Amendment No. 75, filed on September 11,
1996 (File No. 2-34393).
(n) Form of Letter Agreement dated September 9, 1997,
regarding State Street Custodian Contract is
incorporated herein by reference to Exhibit 8(n) to
Post-Effective Amendment No. 82, filed on September 16,
1997 (File No. 2-34393).
(o) Form of Letter Agreement dated September 14, 1998,
regarding State Street Custodian Contract is
incorporated herein by reference to Exhibit 7(o) to
Post-Effective Amendment No. 85, filed on September 10,
1998 (File No. 2-34393).
(p) Letter Agreement dated September 14, 1999, regarding
State Street Custodian Contract is incorporated herein
by reference to Exhibit 7(p) to Post-Effective Amendment
No. 88, filed on November 15, 1999 (File No. 2-34393).
(q) Global Custody Services Agreement between Janus
Investment Fund, on behalf of Janus Money Market Fund,
Janus Government Money Market Fund and Janus Tax-Exempt
Money Market Fund, and Citibank, N.A. dated March 15,
1999 is incorporated herein by reference to Exhibit 7(q)
to Post-Effective Amendment No. 88, filed on November
15, 1999 (File No. 2-34393).
(r) Form of Letter Agreement dated April 3, 2000, regarding
State Street Custodian Contract is incorporated herein
by reference to Exhibit 7(r) to Post-Effective Amendment
No. 92, filed on March 17, 2000 (File No. 2-34393).
(s) Form of Letter Agreement dated September 26, 2000,
regarding State Street Custodian Contract filed as
Exhibit 7(s) to Post-Effective Amendment No. 95, filed
on September 13, 2000 (File No. 2-34393), has been
withdrawn.
(t) Amendment to State Street Bank and Trust Company
Custodian Contract dated April 10, 2000 is incorporated
herein by reference to Exhibit 7(t) to Post-Effective
Amendment No. 96, filed on December 18, 2000 (File No.
2-34393).
(u) Foreign Custody Amendment to State Street Bank and Trust
Company Custodian Contract dated December 5, 2000 is
incorporated herein by reference to Exhibit 7(u) to
Post-Effective Amendment No. 96, filed on December 18,
2000 (File No. 2-34393).
(v) Foreign Custody Manager Addendum to Global Custodial
Services Agreement dated December 5, 2000 is
incorporated herein by reference to Exhibit 7(v) to
Post-Effective Amendment No. 96, filed on December 18,
2000 (File No. 2-34393).
(w) Form of Amendment to State Street Bank and Trust Company
Custodian Contract dated December 5, 2000 is
incorporated herein by reference to Exhibit 7(w) to
Post-Effective Amendment No. 96, filed on December 18,
2000 (File No. 2-34393).
(x) Form of Amendment to State Street Bank and Trust Company
Custodian Contract dated December 5, 2000 is
incorporated herein by reference to Exhibit 7(x) to
Post-Effective Amendment No. 96, filed on December 18,
2000 (File No. 2-34393).
(y) Form of Letter Agreement dated June 29, 2001, regarding
State Street Bank and Trust Custodian Contract is
incorporated herein
by reference to Exhibit 7(y) to Post-Effective Amendment
No. 98, filed on March 15, 2001 (File No. 2-34393).
(z) Form of Letter Agreement dated July 31, 2001 regarding
State Street Bank and Trust Custodian Contract is
incorporated herein by reference to Exhibit 7(z) to
Post-Effective Amendment No. 99, filed on June 1, 2001
(File No. 2-34393).
(aa) Amendment to State Street Bank and Trust Company
Custodian Contract dated June 15, 2001 is incorporated
herein by reference to Exhibit 7(aa) to Post-Effective
Amendment No. 100, filed on July 31, 2001 (File No.
2-34393).
(bb) Amendment to State Street Bank and Trust Company
Custodian Contract dated June 21, 1988 is incorporated
herein by reference to Exhibit 7(bb) to Post-Effective
Amendment No. 103, filed on February 22, 2002 (File No.
2-34393).
(cc) Form of Letter Agreement regarding Citibank, N.A.
Custodian Contract is incorporated herein by reference
to Exhibit 7(cc) to Post-Effective Amendment No. 104,
filed on February 28, 2002 (File No. 2-34393).
(dd) Form of Amendment to Subcustodian Contract between
Citibank, N.A. and State Street Bank and Trust Company
is incorporated herein by reference to Exhibit 7(dd) to
Post-Effective Amendment No. 104, filed on February 28,
2002 (File No. 2-34393).
(ee) Form of Letter Agreement dated February 28, 2003,
regarding State Street Bank and Trust Company Custodian
Contract is incorporated herein by reference as Exhibit
7(ee) to Post-Effective Amendment No. 105, filed on
December 13, 2002 (File No. 2-34393).
(ff) Form of Letter Agreement dated March 21, 2003, regarding
State Street Bank and Trust Company Custodian Contract
is incorporated herein by reference to Exhibit 7(ff) to
Post-Effective Amendment No. 106, filed on January 3,
2003 (File No. 2-34393).
(gg) Form of Letter Agreement dated December 5, 2003, with
regard to Janus Global Opportunities Fund, with State
Street Bank and Trust Company, is incorporated herein by
reference to Exhibit 7(gg) to Post-Effective Amendment
No. 110, filed on December 23, 2003 (File No. 2-34393).
(hh) Form of Letter Agreement dated February 25, 2005,
regarding
State Street Bank and Trust Company Custodian Contract
is incorporated herein by reference to Exhibit 7(hh) to
Post-Effective Amendment No. 112, filed on December 10,
2004 (File No. 2-34393).
(ii) Amendment to Custodian Contract dated January 21, 2005,
between Janus Investment Fund, on behalf of its
Portfolios, and State Street Bank and Trust Company is
incorporated herein by reference to Exhibit 7(ii) to
Post-Effective Amendment No. 113, filed on February 24,
2005 (File No. 2-34393).
(jj) Amendment to Global Custodial Services Agreement dated
January 14, 2005, between Janus Investment Fund, on
behalf of Janus Money Market Fund, Janus Government
Money Market Fund and Janus Tax-Exempt Money Market
Fund, and Citibank, N.A. is incorporated herein by
reference to Exhibit 7(jj) to Post-Effective Amendment
No. 113, filed on February 24, 2005 (File No. 2-34393).
(kk) Form of Letter Agreement in regards to Janus Explorer
Fund, with State Street Bank and Trust Company is
incorporated herein by reference to Exhibit 7(kk) to
Post-Effective Amendment No. 113, filed on February 24,
2005 (File No. 2-34393).
(ll) Letter Agreement in regards to Janus Flexible Income
Fund, with State Street Bank and Trust Company is
incorporated herein by reference to Exhibit 7(ll) to
Post-Effective Amendment No. 114, filed on October 14,
2005 (File No. 2-34393).
(mm) Amended and Restated Custodian Contract dated August 1,
2005, between Janus Investment Fund and State Street
Bank and Trust Company is incorporated herein by
reference to Exhibit 7(mm) to Post-Effective Amendment
No. 114, filed on October 14, 2005 (File No. 2-34393).
(nn) Form of Letter Agreement in regards to Janus Smart
Portfolio - Growth, Janus Smart Portfolio - Moderate and
Janus Smart Portfolio - Conservative, with State Street
Bank and Trust Company is incorporated herein by
reference to Exhibit 7(nn) to Post-Effective Amendment
No. 114, filed on October 14, 2005 (File No. 2-34393).
(oo) Form of Letter Agreement with State Street Bank and
Trust Company regarding Janus Risk-Managed Stock Fund is
incorporated herein by reference to Exhibit 7(oo) to
Post-Effective Amendment No. 117, filed on February 27,
2006 (File No. 2-34393).
(pp) Letter Agreement in regards to Janus Core Equity Fund,
with State Street Bank and Trust Company is incorporated
herein by reference to Exhibit 7(pp) to Post-Effective
Amendment No. 119, filed on December 19, 2006 (File No.
2-34393).
Exhibit 10 (a) Form of plan for Janus Money Market Fund, Janus
Government Money Market Fund and Janus Tax-Exempt Money
Market Fund pursuant to Rule 18f-3 setting forth the
separate arrangement and expense allocation of each
class of such Funds filed as Exhibit 18 to
Post-Effective Amendment No. 66, filed on April 13, 1995
(File No. 2-34393), has been withdrawn.
(b) Restated form of Rule 18f-3 Plan for Janus Money Market
Fund, Janus Government Money Market Fund and Janus
Tax-Exempt Money Market Fund is incorporated herein by
reference to Exhibit 18(b) to Post-Effective Amendment
No. 69, filed on September 28, 1995 (File No. 2-34393).
(c) Amended and Restated form of Rule 18f-3 Plan for Janus
Money Market Fund, Janus Government Money Market Fund,
and Janus Tax-Exempt Money Market Fund is incorporated
herein by reference to Exhibit 18(c) to Post-Effective
Amendment No. 78, filed on December 16, 1996 (File No.
2-34393).
(d) Form of Amended and Restated Rule 18f-3 Plan for Janus
Money Market Fund, Janus Government Money Market Fund,
and Janus Tax-Exempt Money Market Fund dated June 12,
2001 is incorporated herein by reference to Exhibit
14(d) to Post-Effective Amendment No. 99, filed on June
1, 2001 (File No. 2-34393).
(e) Rule 18f-3 Plan for Janus Investment Fund with respect
to Janus Mid Cap Value Fund and Janus Small Cap Value
Fund is incorporated herein by reference to Exhibit
14(e) to Post-Effective Amendment No. 106, filed on
January 3, 2003 (File No. 2-34393).
(f) Form of Amended Rule 18f-3 Plan is filed herein as
Exhibit 10(f).
Exhibit 11 (a) Opinion and Consent of Messrs. Davis, Graham & Stubbs
with respect to shares of Janus Fund is incorporated
herein by reference to Exhibit 10(a) to Post-Effective
Amendment No. 79, filed on December 18, 1996 (File No.
2-34393).
(b) Opinion and Consent of Counsel with respect to shares of
Janus Growth and Income Fund and Janus Worldwide Fund is
incorporated herein by reference to Exhibit 10(b) to
Post-Effective Amendment No. 79, filed on December 18,
1996 (File No. 2-34393).
(c) Opinion and Consent of Counsel with respect to shares of
Janus Enterprise Fund, Janus Balanced Fund and Janus
Short-Term Bond Fund is incorporated herein by reference
to Exhibit 10(c) to Post-Effective Amendment No. 80,
filed on February 14, 1997 (File No. 2-34393).
(d) Opinion and Consent of Messrs. Sullivan and Worcester
with respect to shares of Janus Twenty Fund is
incorporated herein by reference to Exhibit 10(d) to
Post-Effective Amendment No. 81, filed on June 26, 1997
(File No. 2-34393).
(e) Opinion and Consent of Messrs. Sullivan and Worcester
with respect to shares of Janus Venture Fund is
incorporated herein by reference to Exhibit 10(e) to
Post-Effective Amendment No. 81, filed on June 26, 1997
(File No. 2-34393).
(f) Opinion and Consent of Messrs. Sullivan and Worcester
with respect to shares of Janus Flexible Income Fund is
incorporated herein by reference to Exhibit 10(f) to
Post-Effective Amendment No. 81, filed on June 26, 1997
(File No. 2-34393).
(g) Opinion and Consent of Messrs. Sullivan and Worcester
with respect to shares of Janus Intermediate Government
Securities Fund filed as Exhibit 10(g) to Post-Effective
Amendment No. 46, filed on June 18, 1992 (File No.
2-34393), has been withdrawn.
(h) Opinion and Consent of Counsel with respect to shares of
Janus Federal Tax-Exempt Fund and Janus Mercury Fund is
incorporated herein by reference to Exhibit 10(h) to
Post-Effective Amendment No. 81, filed on June 26, 1997
(File No. 2-34393).
(i) Opinion and Consent of Counsel with respect to shares of
Janus Overseas Fund is incorporated herein by reference
to Exhibit 10(i) to Post-Effective Amendment No. 81,
filed on June 26, 1997 (File No. 2-34393).
(j) Opinion and Consent of Counsel with respect to shares of
Janus Money Market Fund, Janus Government Money Market
Fund and Janus Tax-Exempt Money Market Fund is
incorporated herein by reference to Exhibit 10(j) to
Post-Effective Amendment No. 81, filed on June 26, 1997
(File No. 2-34393).
(k) Opinion and Consent of Counsel with respect to
Institutional Shares of Janus Money Market Fund, Janus
Government Money Market Fund and Janus Tax-Exempt Money
Market Fund is incorporated herein by reference to
Exhibit 10(k) to Post-Effective Amendment No. 81, filed
on June 26, 1997 (File No. 2-34393).
(l) Opinion and Consent of Counsel with respect to shares of
Janus High-Yield Fund and Janus Olympus Fund is
incorporated herein by reference to Exhibit 10(l) to
Post-Effective Amendment No. 68, filed on September 14,
1995 (File No. 2-34393).
(m) Opinion and Consent of Counsel with respect to shares of
Janus Equity Income Fund is incorporated herein by
reference to Exhibit 10(m) to Post-Effective Amendment
No. 72, filed on March 15, 1996 (File No. 2-34393).
(n) Opinion and Consent of Counsel with respect to shares of
Janus Special Situations Fund filed as Exhibit 10(n) to
Post-Effective Amendment No. 75, filed on September 11,
1996 (File No. 2-34393), has been withdrawn.
(o) Opinion and Consent of Counsel with respect to shares of
Janus Money Market Fund, Janus Government Money Market
Fund, and Janus Tax-Exempt Money Market Fund is
incorporated herein by reference to Exhibit 10(o) to
Post-Effective Amendment No. 76, filed on September 23,
1996 (File No. 2-34393).
(p) Opinion and Consent of Counsel with respect to shares of
Janus Global Life Sciences Fund filed as Exhibit 10(p)
to Post-Effective Amendment No. 82, filed on September
16, 1997 (File No. 2-34393), has been withdrawn.
(q) Opinion and Consent of Counsel with respect to shares of
Janus Global Life Sciences Fund and Janus Global
Technology Fund is incorporated herein by reference to
Exhibit 9(q) to Post-Effective Amendment No. 85, filed
on September 10, 1998 (File No. 2-34393).
(r) Opinion and Consent of Counsel with respect to shares of
Janus
Strategic Value Fund is incorporated herein by reference
to Exhibit 9(r) to Post-Effective Amendment No. 88,
filed on November 15, 1999 (File No. 2-34393).
(s) Opinion and Consent of Counsel with respect to shares of
Janus Orion Fund is incorporated herein by reference to
Exhibit 9(s) to Post-Effective Amendment No. 92, filed
on March 17, 2000 (File No. 2-34393).
(t) Opinion and Consent of Counsel with respect to shares of
Janus Fund 2 filed as Exhibit 9(t) to Post-Effective
Amendment No. 95, filed on September 13, 2000 (File No.
2-34393), has been withdrawn.
(u) Opinion and Consent of Counsel with respect to Janus
Global Value Fund is incorporated herein by reference to
Exhibit 9(u) to Post-Effective Amendment No. 98, filed
on March 15, 2001 (File No. 2-34393).
(v) Opinion and Consent of Counsel with respect to Janus
Institutional Cash Reserves Fund is incorporated herein
by reference to Exhibit 9(v) to Post-Effective Amendment
No. 104, filed on February 28, 2002 (File No. 2-34393).
(w) Opinion and Consent of Counsel with respect to Janus
Risk-Managed Stock Fund is incorporated herein by
reference to Exhibit 9(w) to Post-Effective Amendment
No. 105, filed on December 13, 2002 (File No. 2-34393).
(x) Opinion and Consent of Counsel with respect to Janus Mid
Cap Value Fund and Janus Small Cap Value Fund dated
April 17, 2003, is incorporated herein by reference to
Exhibit 9(x) to Post-Effective Amendment No. 109, filed
on April 17, 2003 (File No. 2-34393).
(y) Opinion and Consent of Counsel with respect to Janus
Explorer Fund and Janus Research Fund is incorporated
herein by reference to Exhibit 9(y) to Post-Effective
Amendment No. 112, filed on December 10, 2004 (File No.
2-34393).
(z) Opinion and Consent of Counsel with respect to Janus
Smart Portfolio - Growth, Janus Smart Portfolio -
Moderate and Janus Smart Portfolio - Conservative is
incorporated herein by reference to Exhibit 9(z) to
Post-Effective Amendment No. 116, filed on December 30,
2005 (File No. 2-34393).
(aa) Opinion and Consent of Counsel as to legality of shares
being registered to be filed by Amendment.
Exhibit 12 Tax Opinion of Dechert LLP, counsel for the Registrant
to be filed by Amendment.
Exhibit 13 (a) Transfer Agency Agreement with Investors Fiduciary Trust
Company filed as Exhibit 9(a) to Post-Effective
Amendment No. 79, filed on December 18, 1996 (File No.
2-34393), has been withdrawn.
(b) Subagency Agreement between Janus Service Corporation
and Investors Fiduciary Trust Company filed as Exhibit
9(b) to Post-Effective Amendment No. 79, filed on
December 18, 1996 (File No. 2-34393), has been
withdrawn.
(c) Form of Administration Agreement with Janus Capital
Corporation for Janus Money Market Fund, Janus
Government Money Market Fund and Janus Tax-Exempt Money
Market Fund is incorporated herein by reference to
Exhibit 9(c) to Post-Effective Amendment No. 81, filed
on June 26, 1997 (File No. 2-34393).
(d) Transfer Agency Agreement dated December 9, 1994, with
Janus Service Corporation for Janus Money Market Fund,
Janus Government Money Market Fund and Janus Tax-Exempt
Money Market Fund filed as Exhibit 9(d) to
Post-Effective Amendment No. 64, filed on February 8,
1995 (File No. 2-34393), has been withdrawn.
(e) Transfer Agency Agreement dated September 27, 1995, with
Janus Service Corporation for Janus Money Market Fund,
Janus Government Money Market Fund, Janus Tax-Exempt
Money Market Fund, Janus High-Yield Fund and Janus
Olympus Fund is incorporated herein by reference to
Exhibit 9(e) to Post-Effective Amendment No. 70, filed
on November 28, 1995 (File No. 2-34393).
(f) Letter Agreement dated December 21, 1995, regarding
Janus Service Corporation Transfer Agency Agreement is
incorporated herein by reference to Exhibit 9(f) to
Post-Effective Amendment No. 72, filed on March 15, 1996
(File No. 2-34393).
(g) Letter Agreement dated May 21, 1996, regarding Janus
Service Corporation Transfer Agency Agreement is
incorporated by reference to Exhibit 9(g) to
Post-Effective Amendment No. 73, filed on May 28, 1996
(File No. 2-34393).
(h) Form of Amended Administration Agreement with Janus
Capital Corporation for Janus Money Market Fund, Janus
Government Money Market Fund, and Janus Tax-Exempt Money
Market Fund is incorporated by reference to Exhibit 9(h)
to Post-Effective Amendment No. 77, filed on November
21, 1996 (File No. 2-34393).
(i) Letter Agreement dated September 10, 1996, regarding
Janus Service Corporation Transfer Agency Agreement
filed as Exhibit 9(i) to Post-Effective Amendment No.
76, filed on September 23, 1996 (File No. 2-34393), has
been withdrawn.
(j) Letter Agreement dated September 9, 1997, regarding
Janus Service Corporation Transfer Agency Agreement is
incorporated herein by reference to Exhibit 9(j) to
Post-Effective Amendment No. 82, filed on September 16,
1997 (File No. 2-34393).
(k) Form of Letter Agreement dated September 14, 1998,
regarding Janus Service Corporation Transfer Agency
Agreement is incorporated herein by reference to Exhibit
8(k) to Post-Effective Amendment No. 85, filed on
September 10, 1998 (File No. 2-34393).
(l) Letter Agreement dated September 14, 1999, regarding
Janus Service Corporation Transfer Agency Agreement is
incorporated herein by reference to Exhibit 8(l) to
Post-Effective Amendment No. 88, filed on November 15,
1999 (File No. 2-34393).
(m) Form of Letter Agreement dated April 3, 2000, regarding
Janus Service Corporation Transfer Agency Agreement is
incorporated herein by reference to Exhibit 8(m) to
Post-Effective Amendment No. 92, filed on March 17, 2000
(File No. 2-34393).
(n) Form of Letter Agreement dated September 26, 2000,
regarding Janus Service Corporation Transfer Agency
Agreement filed as Exhibit 8(n) to Post-Effective
Amendment No. 95, filed on September 13, 2000 (File No.
2-34393), has been withdrawn.
(o) Form of Letter Agreement dated September 26, 2000,
regarding Janus Service Corporation Transfer Agency
Agreement is incorporated herein by reference to Exhibit
8(o) to Post-Effective
Amendment No. 96, filed on December 18, 2000 (File No.
2-34393).
(p) Letter Agreement dated March 13, 2001, regarding Janus
Service Corporation Transfer Agency Agreement is
incorporated herein by reference to Exhibit 8(p) to
Post-Effective Amendment No. 98, filed on March 15, 2001
(File No. 2-34393).
(q) Form of Letter Agreement dated July 1, 2001 regarding
Janus Service Corporation Transfer Agency Agreement is
incorporated herein by reference to Exhibit 8(q) to
Post-Effective Amendment No. 99, filed on June 1, 2001
(File No. 2-34393).
(r) Form of Letter Agreement dated July 31, 2001 regarding
Janus Service Corporation Transfer Agency Agreement is
incorporated herein by reference to Exhibit 8(r) to
Post-Effective Amendment No. 99, filed on June 1, 2001
(File No. 2-34393).
(s) Form of Letter Agreement regarding Janus Service
Corporation Transfer Agency Agreement is incorporated
herein by reference to Exhibit 8(s) to Post-Effective
Amendment No. 104, filed on February 28, 2002 (File No.
2-34393).
(t) Form of Administration Agreement with Janus Capital
Corporation for Janus Institutional Cash Reserves Fund
is incorporated herein by reference to Exhibit 8(t) to
Post-Effective Amendment No. 104, filed on February 28,
2002 (File No. 2-34393).
(u) Amended and Restated Transfer Agency Agreement dated
June 18, 2002, between Janus Investment Fund and Janus
Services LLC is incorporated herein by reference to
Exhibit 8(u) to Post-Effective Amendment No. 105, filed
on December 13, 2002 (File No. 2-34393).
(v) Form of Letter Agreement regarding Janus Services LLC
Transfer Agency Agreement is incorporated herein by
reference to Exhibit 8(v) to Post-Effective Amendment
No. 105, filed on December 13, 2002 (File No. 2-34393).
(w) Form of Letter Agreement regarding Janus Services LLC
Transfer Agency Agreement is incorporated herein by
reference to Exhibit 8(w) to Post-Effective Amendment
No. 106, filed on January 3, 2003 (File No. 2-34393).
(x) Form of Agreement and Plan of Reorganization by and
among
Janus Investment Fund and Berger Omni Investment Trust
is incorporated herein by reference to Exhibit 8(x) to
Post-Effective Amendment No. 106, filed on January 3,
2003 (File No. 2-34393).
(y) Form of Agreement and Plan of Reorganization by and
among Janus Investment Fund and Berger Investment
Portfolio Trust is incorporated herein by reference to
Exhibit 8(y) to Post-Effective Amendment No. 106, filed
on January 3, 2003 (File No. 2-34393).
(z) Form of Agreement regarding Administrative Services
between Janus Capital Management LLC and Janus
Investment Fund with respect to Janus Mid Cap Value Fund
is incorporated herein by reference to Exhibit 8(z) to
Post-Effective Amendment No. 106, filed on January 3,
2003 (File No. 2-34393).
(aa) Form of Agreement regarding Administrative Services
between Janus Capital Management LLC and Janus
Investment Fund with respect to Janus Small Cap Value
Fund is incorporated herein by reference to Exhibit
8(aa) to Post-Effective Amendment No. 106, filed on
January 3, 2003 (File No. 2-34393).
(bb) Letter Agreement dated September 17, 2003 regarding
Janus Services LLC Amended and Restated Transfer Agency
Agreement and Janus Overseas Fund is incorporated herein
by reference to Exhibit 8(bb) to Post-Effective
Amendment No. 110, filed on December 23, 2003 (File No.
2-34393).
(cc) Expense Limitation Agreement between Janus Capital
Management LLC and Janus Federal Tax-Exempt Fund dated
July 1, 2003 is incorporated herein by reference to
Exhibit 8(cc) to Post-Effective Amendment No. 110, filed
on December 23, 2003 (File No. 2-34393).
(dd) Expense Limitation Agreement between Janus Capital
Management LLC and Janus Flexible Income Fund dated July
1, 2003 is incorporated herein by reference to Exhibit
8(dd) to Post-Effective Amendment No. 110, filed on
December 23, 2003 (File No. 2-34393).
(ee) Expense Limitation Agreement between Janus Capital
Management LLC and Janus Government Money Market Fund
dated July 1, 2003 is incorporated herein by reference
to Exhibit 8(ee) to Post-Effective Amendment No. 110,
filed on December 23, 2003 (File No. 2-34393).
(ff) Expense Limitation Agreement between Janus Capital
Management LLC and Janus High-Yield Fund dated July 1,
2003 is incorporated herein by reference to Exhibit
8(ff) to Post-Effective Amendment No. 110, filed on
December 23, 2003 (File No. 2-34393).
(gg) Expense Limitation Agreement between Janus Capital
Management LLC and Janus Institutional Cash Reserves
Fund dated July 1, 2003 is incorporated herein by
reference to Exhibit 8(gg) to Post-Effective Amendment
No. 110, filed on December 23, 2003 (File No. 2-34393).
(hh) Expense Limitation Agreement between Janus Capital
Management LLC and Janus Money Market Fund dated July 1,
2003 is incorporated herein by reference to Exhibit
8(hh) to Post-Effective Amendment No. 110, filed on
December 23, 2003 (File No. 2-34393).
(ii) Expense Limitation Agreement between Janus Capital
Management LLC and Janus Short-Term Bond Fund dated July
1, 2003 is incorporated herein by reference to Exhibit
8(ii) to Post-Effective Amendment No. 110, filed on
December 23, 2003 (File No. 2-34393).
(jj) Expense Limitation Agreement between Janus Capital
Management LLC and Janus Tax-Exempt Money Market Fund
dated July 1, 2003 is incorporated herein by reference
to Exhibit 8(jj) to Post-Effective Amendment No. 110,
filed on December 23, 2003 (File No. 2-34393).
(kk) Expense Limitation Agreement between Janus Capital
Management LLC and Janus Institutional Cash Reserves
Fund dated July 1, 2004 is incorporated herein by
reference to Exhibit 8(kk) to Post-Effective Amendment
No. 112, filed on December 10, 2004 (File No. 2-34393).
(ll) Expense Limitation Agreement between Janus Capital
Management LLC and Janus Federal Tax-Exempt Fund dated
July 1, 2004 is incorporated herein by reference to
Exhibit 8(ll) to Post-Effective Amendment No. 112, filed
on December 10, 2004 (File No. 2-34393).
(mm) Expense Limitation Agreement between Janus Capital
Management LLC and Janus Flexible Income Fund dated July
1, 2004 is incorporated herein by reference to Exhibit
8(mm) to Post-Effective Amendment No. 112, filed on
December 10, 2004 (File No. 2-34393).
(nn) Expense Limitation Agreement between Janus Capital
Management LLC and Janus Government Money Market Fund
dated July 1, 2004 is incorporated herein by reference
to Exhibit 8(nn) to Post-Effective Amendment No. 112,
filed on December 10, 2004 (File No. 2-34393).
(oo) Expense Limitation Agreement between Janus Capital
Management LLC and Janus High-Yield Fund dated July 1,
2004 is incorporated herein by reference to Exhibit
8(oo) to Post-Effective Amendment No. 112, filed on
December 10, 2004 (File No. 2-34393).
(pp) Expense Limitation Agreement between Janus Capital
Management LLC and Janus Money Market Fund dated July 1,
2004 is incorporated herein by reference to Exhibit
8(pp) to Post-Effective Amendment No. 112, filed on
December 10, 2004 (File No. 2-34393).
(qq) Expense Limitation Agreement between Janus Capital
Management LLC and Janus Short-Term Bond Fund dated July
1, 2004 is incorporated herein by reference to Exhibit
8(qq) to Post-Effective Amendment No. 112, filed on
December 10, 2004 (File No. 2-34393).
(rr) Expense Limitation Agreement between Janus Capital
Management LLC and Janus Tax-Exempt Money Market Fund
dated July 1, 2004 is incorporated herein by reference
to Exhibit 8(rr) to Post-Effective Amendment No. 112,
filed on December 10, 2004 (File No. 2-34393).
(ss) Expense Limitation Agreement between Janus Capital
Management LLC and Janus Explorer Fund dated December 2,
2004 is incorporated herein by reference to Exhibit
8(ss) to Post-Effective Amendment No. 112, filed on
December 10, 2004 (File No. 2-34393).
(tt) Expense Limitation Agreement between Janus Capital
Management LLC and Janus Research Fund dated December 2,
2004 is incorporated herein by reference to Exhibit
8(tt) to Post-Effective Amendment No. 112, filed on
December 10, 2004 (File No. 2-34393).
(uu) Form of Letter Agreement regarding Janus Services LLC
Amended and Restated Transfer Agency Agreement is
incorporated herein by reference to Exhibit 8(uu) to
Post-Effective
Amendment No. 112, filed on December 10, 2004 (File No.
2-34393).
(vv) Letter Agreement between Janus Capital Management LLC
and Janus Investment Fund regarding Janus Explorer Fund
is incorporated herein by reference to Exhibit 8(vv) to
Post-Effective Amendment No. 113, filed on February 24,
2005 (File No. 2-34393).
(ww) Letter Agreement regarding Janus Services LLC Amended
and Restated Transfer Agency Agreement is incorporated
herein by reference to Exhibit 8(ww) to Post-Effective
Amendment No. 113, filed on February 24, 2005 (File No.
2-34393).
(xx) Letter Agreement dated February 9, 2005, regarding Janus
Services LLC Amended and Restated Transfer Agency
Agreement is incorporated herein by reference to Exhibit
8(xx) to Post-Effective Amendment No. 114, filed on
October 14, 2005 (File No. 2-34393).
(yy) Letter Agreement between Janus Capital Management LLC
and Janus Investment Fund regarding Janus Flexible
Income Fund is incorporated herein by reference to
Exhbit 8(yy) to Post-Effective Amendment No. 114, filed
on October 14, 2005 (File No. 2-34393).
(zz) Expense Limitation Agreement between Janus Capital
Management LLC and Janus Federal Tax-Exempt Fund dated
July 1, 2005 is incorporated herein by reference to
Exhibit 8(zz) to Post-Effective Amendment No. 114, filed
on October 14, 2005 (File No. 2-34393).
(aaa) Expense Limitation Agreement between Janus Capital
Management LLC and Janus Flexible Bond Fund dated July
1, 2005 is incorporated herein by reference to Exhibit
8(aaa) to Post-Effective Amendment No. 114, filed on
October 14, 2005 (File No. 2-34393).
(bbb) Expense Limitation Agreement between Janus Capital
Management LLC and Janus High-Yield Fund dated July 1,
2005 is incorporated herein by reference to Exhibit
8(bbb) to Post-Effective Amendment No. 114, filed on
October 14, 2005 (File No. 2-34393).
(ccc) Expense Limitation Agreement between Janus Capital
Management LLC and Janus Short-Term Bond Fund dated
July 1,
2005 is incorporated herein by reference to Exhibit
8(ccc) to Post-Effective Amendment No. 114, filed on
October 14, 2005 (File No. 2-34393).
(ddd) Expense Limitation Agreement between Janus Capital
Management LLC and Janus Research Fund dated July 1,
2005 is incorporated herein by reference to Exhibit
8(ddd) to Post-Effective Amendment No. 114, filed on
October 14, 2005 (File No. 2-34393).
(eee) Expense Limitation Agreement between Janus Capital
Management LLC and Janus Triton Fund dated July 1, 2005
is incorporated herein by reference to Exhibit 8(eee) to
Post-Effective Amendment No. 114, filed on October 14,
2005 (File No. 2-34393).
(fff) Form of Administration Agreement between Janus
Investment Fund, on behalf of Janus Smart Portfolio -
Growth, Janus Smart Portfolio - Moderate and Janus Smart
Portfolio - Conservative, and Janus Capital Management
LLC is incorporated herein by reference to Exhibit
8(fff) to Post-Effective Amendment No. 114, filed on
October 14, 2005 (File No. 2-34393).
(ggg) Form of Letter Agreement regarding Janus Services LLC
Amended and Restated Transfer Agency is incorporated
herein by reference to Exhibit 8(ggg) to Post-Effective
Amendment No. 114, filed on October 14, 2005 (File No.
2-34393).
(hhh) Form of Expense Limitation Agreement between Janus
Capital Management LLC and Janus Investment Fund, on
behalf of Janus Smart Portfolio-Growth is incorporated
herein by reference to Exhibit 8(hhh) to Post-Effective
Amendment No. 116, filed on December 30, 2005 (File No.
2-34393).
(iii) Form of Expense Limitation Agreement between Janus
Capital Management LLC and Janus Investment Fund, on
behalf of Janus Smart Portfolio-Moderate is incorporated
herein by reference to Exhibit 8(iii) to Post-Effective
Amendment No. 116, filed on December 30, 2005 (File No.
2-34393).
(jjj) Form of Expense Limitation Agreement between Janus
Capital Management LLC and Janus Investment Fund, on
behalf of Janus Smart Portfolio-Conservative is
incorporated herein by reference to Exhibit 8(jjj) to
Post-Effective Amendment No. 116, filed on December 30,
2005 (File No. 2-34393).
(kkk) Form of Letter Agreement regarding Amended and Restated
Transfer Agency Agreement is incorporated herein by
reference to Exhibit 8(kkk) to Post-Effective Amendment
No. 117, filed on February 27, 2006 (File No. 2-34393).
(lll) Letter Agreement dated April 18, 2006 regarding Janus
Services LLC Amended and Restated Transfer Agency
Agreement is incorporated herein by reference to Exhibit
8(lll) to Post-Effective Amendment No. 119, filed on
December 19, 2006 (File No. 2-34393).
(mmm) Amendment dated June 14, 2006 to Administration
Agreement between Janus Investment Fund, on behalf of
Janus Government Money Market Fund, and Janus Capital
Management LLC is incorporated herein by reference to
Exhibit 8(mmm) to Post-Effective Amendment No. 119,
filed on December 19, 2006 (File No. 2-34393).
(nnn) Amendment dated June 14, 2006 to Administration
Agreement between Janus Investment Fund, on behalf of
Janus Institutional Cash Reserves Fund, and Janus
Capital Management LLC is incorporated herein by
reference to Exhibit 8(nnn) to Post-Effective Amendment
No. 119, filed on December 19, 2006 (File No. 2-34393).
(ooo) Amendment dated June 14, 2006 to Administration
Agreement between Janus Investment Fund, on behalf of
Janus Money Market Fund, and Janus Capital Management
LLC is incorporated herein by reference to Exhibit
8(ooo) to Post-Effective Amendment No. 119, filed on
December 19, 2006 (File No. 2-34393).
(ppp) Amendment dated June 14, 2006 to Administration
Agreement between Janus Investment Fund, on behalf of
Janus Smart Portfolio - Growth, Janus Smart Portfolio -
Moderate, Janus Smart Portfolio - Conservative, and
Janus Capital Management LLC is incorporated herein by
reference to Exhibit 8(ppp) to Post-Effective Amendment
No. 119, filed on December 19, 2006 (File No. 2-34393).
(qqq) Amendment dated June 14, 2006 to Administration
Agreement between Janus Investment Fund, on behalf of
Janus Tax-Exempt Money Market Fund, and Janus Capital
Management LLC is incorporated herein by reference to
Exhibit 8(qqq) to Post-Effective Amendment No. 119,
filed on December 19, 2006 (File No. 2-34393).
(rrr) Expense Limitation Agreement between Janus Capital
Management LLC and Janus Investment Fund, on behalf of
Janus Worldwide Fund, is incorporated herein by
reference to Exhibit 8(rrr) to Post-Effective Amendment
No. 119, filed on December 19, 2006 (File No. 2-34393).
(sss) Letter Agreement dated November 1, 2006 regarding Janus
Services LLC Amended and Restated Transfer Agency
Agreement is incorporated herein by reference to Exhibit
8(sss) to Post-Effective Amendment No. 119, filed on
December 19, 2006 (File No. 2-34393).
(ttt) Letter Agreement dated December 14, 2006 regarding Janus
Services LLC Amended and Restated Transfer Agency
Agreement is incorporated herein by reference to Exhibit
8(ttt) to Post-Effective Amendment No. 119, filed on
December 19, 2006 (File No. 2-34393).
(uuu) Letter Agreement dated December 20, 2006 regarding Janus
Services LLC Amended and Restated Transfer Agency
Agreement is incorporated herein by reference to Exhibit
8(uuu) to Post-Effective Amendment No. 120, filed on
February 28, 2007 (File No. 2-34393).
(vvv) Agreement and Plan of Reorganization by and among Janus
Investment Fund and Janus Adviser Series dated February
23, 2007 is incorporated herein by reference to Exhibit
8(vvv) to Post-Effective Amendment No. 120, filed on
February 28, 2007 (File No. 2-34393).
(www) Agreement and Plan of Reorganization by and among Janus
Investment Fund and Janus Capital Management LLC dated
February 23, 2007 is incorporated herein by reference to
Exhibit 8(www) to Post-Effective Amendment No. 120,
filed on February 28, 2007 (File No. 2-34393).
(xxx) Letter Agreement dated February 23, 2007 regarding Janus
Services LLC Amended and Restated Transfer Agency
Agreement is incorporated herein by reference to Exhibit
8(xxx) to Post-Effective Amendment No. 120, filed on
February 28, 2007 (File No. 2-34393).
(yyy) First Amendment dated December 14, 2007 to the Amended
and Restated Transfer Agency Agreement, between Janus
Investment Fund and Janus Services LLC is incorporated
herein by reference to Exhibit 8(yyy) to Post-Effective
Amendment No. 122, filed on February 28, 2008 (File No.
2-34393).
(zzz) Letter Agreement dated December 21, 2007 regarding Janus
Services LLC Amended and Restated Transfer Agency
Agreement is incorporated herein by reference to Exhibit
8(zzz) to Post-Effective Amendment No. 122, filed on
February 28, 2008 (File No. 2-34393).
(aaaa) Letter Agreement dated February 26, 2008 regarding Janus
Services LLC Amended and Restated Transfer Agency
Agreement is incorporated herein by reference to Exhibit
8(aaaa) to Post-Effective Amendment No. 122, filed on
February 28, 2008 (File No. 2-34393).
(bbbb) Letter Agreement dated August 29, 2008 regarding Janus
Services LLC Amended and Restated Transfer Agency
Agreement is incorporated herein by reference to Exhibit
8(bbbb) to Post-Effective Amendment No. 123, filed on
February 27, 2009 (File No. 2-34393).
(cccc) Second Amendment dated October 2, 2008 to the Amended
and Restated Transfer Agency Agreement, between Janus
Investment Fund and Janus Services LLC is incorporated
herein by reference to Exhibit 8(cccc) to Post-Effective
Amendment No. 123, filed on February 27, 2009 (File No.
2-34393).
(dddd) Letter Agreement dated October 2, 2008 regarding Janus
Services LLC Amended and Restated Transfer Agency
Agreement is incorporated herein by reference to Exhibit
8(dddd) to Post-Effective Amendment No. 123, filed on
February 27, 2009 (File No. 2-34393).
(eeee) Letter Agreement dated December 29, 2008 regarding Janus
Services LLC Amended and Restated Transfer Agency
Agreement is incorporated herein by reference to Exhibit
8(eeee) to Post-Effective Amendment No. 123, filed on
February 27, 2009 (File No. 2-34393).
(ffff) Form of Expense Limitation Agreement between Janus
Capital Management LLC and Janus Investment Fund to be
filed by Amendment.
Exhibit 14 Consent of PricewaterhouseCoopers LLP to be filed by
Amendment.
Exhibit 15 Not applicable.
Exhibit 16 (a) Powers of Attorney dated as of January 1, 2006 are
incorporated herein by reference to Exhibit 15(a) to
Post-Effective Amendment No. 117, filed on February 27,
2006 (File No. 2-34393).
(b) Powers of Attorney dated as of March 16, 2007 are
incorporated herein by reference to Exhibit 15(b) to
Post-Effective Amendment No. 121, filed on December 14,
2007 (File No. 2-34393).
(c) Powers of Attorney dated as of April 11, 2008, are
incorporated herein by reference to Exhibit 15(c) to
Post-Effective Amendment No. 123, filed on February 27,
2009 (File No. 2-34393).
Exhibit 17 (a) Janus Ethics Rules filed as Exhibit 15 to Post-Effective
Amendment No. 95, filed on September 13, 2000 (File No.
2-34393), have been withdrawn.
(b) Amended Janus Ethics Rules filed as Exhibit 15(b) to
Post-Effective Amendment No. 98, filed on March 15, 2001
(File No. 2-34393), have been withdrawn.
(c) Amended Janus Ethics Rules filed as Exhibit 15(c) to
Post-Effective Amendment No. 100, filed on July 31, 2001
(File No. 2-34393), have been withdrawn.
(d) Amended Janus Ethics Rules filed as Exhibit 15(d) to
Post-Effective Amendment No. 105, filed on December 13,
2002 (File No. 2-34393), have been withdrawn.
(e) Code of Ethics and Statement of Personal Trading
Policies for Enhanced Investment Technologies, LLC filed
as Exhibit 15(e) to Post-Effective Amendment No. 105,
filed on December 13, 2002 (File No. 2-34393), have been
withdrawn.
(f) Code of Ethics and Statement of Personal Trading
Policies for Perkins, Wolf, McDonnell and Company filed
as Exhibit 15(f) to Post-Effective Amendment No. 106,
filed on January 3, 2003 (File No. 2-34393), have been
withdrawn.
(g) Amended Janus Ethics Rules filed as Exhibit 15(g) to
Post-Effective Amendment No 107, filed on February 28,
2003 (File No. 2-32393), have been withdrawn.
(h) Amended Janus Ethics Rules filed as Exhibit 15(h) to
Post-Effective Amendment No. 109, filed on April 17,
2003 (File No. 2-32393), have been withdrawn.
(i) Amended Janus Ethics Rules filed as Exhibit 15(i) to
Post-Effective Amendment No. 110, filed on December 23,
2003 (File No. 2-34393), have been withdrawn.
(j) Amended Janus Ethics Rules filed as Exhibit 15(j) to
Post-Effective Amendment No. 111, filed on February 27,
2004 (File No. 2-34393), have been withdrawn.
(k) Amended Janus Ethics Rules filed as Exhibit 16(k) to
Post-Effective Amendment No. 112, filed on December 10,
2004 (File No. 2-34393), have been withdrawn.
(l) Code of Ethics of Perkins, Wolf, McDonnell and Company,
LLC revised July 7, 2004 filed as Exhibit 16(l) to
Post-Effective Amendment 113, filed on February 24, 2005
(File No. 2-34393), have been withdrawn.
(m) Amended Janus Ethics Rules filed as Exhibit 16(m) to
Post-Effective Amendment 113, filed on February 24, 2005
(File No. 2-34393), have been withdrawn.
(n) Amended Janus Ethics Rules dated September 20, 2005 are
filed as Exhibit 16(n) to Post-Effective Amendment No.
114, filed on October 14, 2005 (File No. 2-34393), have
been withdrawn.
(o) Code of Ethics of Perkins, Wolf, McDonnell and Company,
LLC revised April 27, 2005 is incorporated herein by
reference to Exhibit 16(o) to Post-Effective Amendment
No. 115, filed on December 16, 2005 (File No. 2-34393).
(p) Amended Janus Ethics Rules dated December 6, 2005 are
incorporated herein by reference to Exhibit 16(p) to
Post-Effective Amendment No. 115, filed on December 16,
2005 (File No. 2-34393).
(q) Amended Janus Ethics Rules dated July 12, 2006 are
incorporated herein by reference to Exhibit 17 to N-14/A
Pre-Effective Amendment No. 1, filed on August 8, 2006
(File No. 2-234393).
(r) Code of Ethics for Perkins, Wolf, McDonnell and Company,
LLC revised October 11, 2006, is incorporated herein by
reference to
Exhibit 16(r) to Post-Effective Amendment No. 119, filed
on December 19, 2006 (File No. 2-34393).
(s) Amended Janus Ethics Rules dated November 21, 2006 are
incorporated herein by reference to Exhibit 16(s) to
Post-Effective Amendment No. 119, filed on December 19,
2006 (File No. 2-34393).
(t) Amended Janus Ethics Rules dated January 26, 2007 are
incorporated herein by reference to Exhibit 16(t) to
Post-Effective Amendment No. 120, filed on February 28,
2007 (File No. 2-34393).
(u) Amended Janus Ethics Rules dated August 22, 2007 are
incorporated herein by reference to Exhibit 16(u) to
Post-Effective Amendment No. 121, filed on December 14,
2007 (File No. 2-34393).
(v) Code of Ethics for Perkins, Wolf, McDonnell and Company,
LLC revised June 1, 2007 is incorporated herein by
reference to Exhibit 16(v) to Post-Effective Amendment
No. 121, filed on December 14, 2007 (File No. 2-34393).
(w) Amended Janus Ethics Rules dated February 19, 2008 are
incorporated herein by reference to Exhibit 16(w) to
Post-Effective Amendment No. 122, filed on February 28,
2008 (File No. 2-34393).
(x) Janus Ethics Rules, revised February 18, 2009, are
incorporated herein by reference to Exhibit 16(x) to
Post-Effective Amendment No. 123, filed on February 27,
2009 (File No. 2-34393).
ITEM 17. Undertakings
(1) The undersigned registrant agrees that prior to any public reoffering of the
securities registered through the use of a prospectus which is a part of this
registration statement by any person or party who is deemed to be an underwriter
within the meaning of Rule 145(c) of the Securities Act, the reoffering
prospectus will contain the information called for by the applicable
registration form for by the applicable registration form for the reofferings by
persons who may be deemed underwriters, in addition to the information called
for by the other items of the applicable form.
(2) The undersigned registrant agrees that every prospectus that is filed under
paragraph (1) above will be filed as a part of an amendment to the registration
statement and will not be used until the amendment is effective, and that, in
determining any liability under the 1933 Act, each post-effective amendment
shall be deemed to be a new registration statement for the securities
offered therein, and the offering of the securities at that time shall be deemed
to be the initial bona fide offering of them.
SIGNATURES
As required by the Securities Act of 1933, as amended, the Registrant has
duly caused this Registration Statement on Form N-14 to be signed on its behalf
by the undersigned, thereto duly authorized, in the City of Denver, and State of
Colorado, on the 16th day of March, 2009.
JANUS INVESTMENT FUND
By: /s/ Robin C. Beery
------------------------------------
Robin C. Beery, President and
Chief Executive Officer
As required by the Securities Act of 1933, as amended, this Registration
Statement on Form N-14 has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Robin C. Beery President and Chief Executive Officer March 16, 2009
------------------------------------- (Principal Executive Officer)
Robin C. Beery
/s/ Jesper Nergaard Vice President, Chief Financial Officer, March 16, 2009
------------------------------------- Treasurer and Principal Accounting Officer
Jesper Nergaard (Principal Financial Officer and
Principal Accounting Officer)
William F. McCalpin* Chairman and Trustee March 16, 2009
-------------------------------------
William F. McCalpin
Jerome S. Contro* Trustee March 16, 2009
-------------------------------------
Jerome S. Contro
John W. McCarter, Jr.* Trustee March 16, 2009
-------------------------------------
John W. McCarter, Jr.
Dennis B. Mullen* Trustee March 16, 2009
-------------------------------------
Dennis B. Mullen
Signature Title Date
--------- ----- ----
James T. Rothe* Trustee March 16, 2009
-------------------------------------
James T. Rothe
William D. Stewart* Trustee March 16, 2009
-------------------------------------
William D. Stewart
Martin H. Waldinger* Trustee March 16, 2009
-------------------------------------
Martin H. Waldinger
Linda S. Wolf* Trustee March 16, 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 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.
Exhibit 6(pppppp) Form of Investment Advisory Agreement is filed herein as
Exhibit 6(pppppp).
Exhibit 10(f) Form of Amended Rule 18f-3 Plan for Janus Investment Fund is
filed herein as Exhibit 10(f).