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 PERKINS SMALL COMPANY VALUE FUND
[___________], 2009
Dear Shareholder:
The Board of Trustees for Janus Adviser Small Company Value Fund ("Small
Company Value Fund"), a series of Janus Adviser Series ("JAD Trust"), recently
authorized Janus Capital Management LLC ("Janus Capital") to reorganize Small
Company Value Fund with and into Perkins Small Cap Value Fund ("Small Cap Value
Fund," and together with Small Company Value 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 Small Cap Value Fund equivalent
in dollar value to your shares in Small Company Value Fund as of the Closing
Date.
You are not being asked to vote on, or take any other action in connection
with the Reorganization. As of the Closing Date, your assets will automatically
be invested in Small Cap Value Fund, which has the same investment objective,
strategies, policies and risks as Small Company Value Fund, and both Funds are
managed by the same portfolio manager.
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 Small Company Value Fund
into Small Cap Value Fund.
The impact of the Reorganization on you and your Fund is discussed in
detail in the attached materials. As a general matter, Janus Capital's efforts
to reorganize and simplify its mutual fund platform are expected to benefit
Janus fund shareholders in the following ways:
- The 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 Janus Capital 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 1-800-525-0020.
We value the trust and confidence you have placed with us and look forward
to continuing our relationship with you.
Sincerely,
----------------------------------------
Robin C. Beery
President of
Janus Adviser Series
ii
PROSPECTUS/INFORMATION STATEMENT
[______________, 2009]
TABLE OF CONTENTS
INTRODUCTION ............................................................. [___]
SYNOPSIS ................................................................. [___]
Investment Objectives, Strategies, Restrictions and Risks ............. [___]
Comparison of Fees and Expenses ....................................... [___]
Comparison of Fund Performance ........................................ [___]
Distribution and Purchase Procedures, Exchange Rights, and Redemption
Procedures ......................................................... [___]
Calculation of Net Asset Value ........................................ [___]
Dividends and Distributions ........................................... [___]
Frequent Purchases and Redemptions .................................... [___]
Taxes ................................................................. [___]
Distribution Arrangements ............................................. [___]
THE REORGANIZATION ....................................................... [___]
The Plan .............................................................. [___]
Reasons for the Reorganization ........................................ [___]
Federal Income Tax Consequences ....................................... [___]
Capitalization ........................................................ [___]
Other Comparative Information about the Funds ......................... [___]
Investment Adviser ................................................. [___]
Management Expenses ................................................ [___]
Administrative Services Fees ....................................... [___]
Subadviser ......................................................... [___]
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 PERKINS SMALL COMPANY VALUE FUND
(formerly named Janus Adviser Small Company Value Fund)
a series of Janus Adviser Series
151 Detroit Street
Denver, Colorado 80206-4805
[1-800-525-0020]
by and in exchange for shares of beneficial interest of
PERKINS SMALL CAP VALUE FUND
(formerly named Janus Small Cap Value Fund)
a series of Janus Investment Fund
151 Detroit Street
Denver, Colorado 80206-4805
[1-800-525-3713]
INTRODUCTION
This Prospectus/Information Statement is being furnished to shareholders of
Janus Adviser Perkins Small Company Value Fund ("Small Company Value Fund"), a
series of Janus Adviser Series (the "JAD Trust"), in connection with an
Agreement and Plan of Reorganization (the "Plan"). Under the Plan, shareholders
of Small Company Value Fund will receive shares of Perkins Small Cap Value Fund
("Small Cap Value Fund," and together with Small Company Value 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 Small
Company Value Fund would be transferred to Small Cap Value Fund, a Fund also
managed by Janus Capital Management LLC ("Janus Capital"), in exchange for
shares of beneficial interest of Small Cap Value Fund and the assumption by
Small Cap Value Fund of all of the liabilities of Small Company Value Fund, as
described more fully below. As a result of the Reorganization, each shareholder
of Small Company Value Fund will receive a number of full and fractional shares
of Small Cap Value Fund equal in value to their holdings in Small Company Value
Fund as of the closing date of the Reorganization. After the Reorganization is
completed, Small Company Value Fund will be liquidated.
Small Cap Value Fund is a series of the JIF Trust, an open-end, registered
management investment company organized as a Massachusetts business trust. Small
Company Value Fund is a series of the JAD Trust, an open-end, registered
management investment company organized as a Delaware statutory trust. Small
Company Value Fund and Small Cap Value 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 Small Company Value Fund and Small Cap Value
Fund is to seek capital appreciation.
Janus Capital will remain the investment adviser of Small Company Value
Fund after the reorganization. Janus Capital is responsible for the day-to-day
management of Small Company Value Fund's and Small Cap Value 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 Small Cap Value Fund, Small Company Value 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 Small Cap Value Fund and Small Company Value Fund,
see:
i. the Prospectus of Small Company Value Fund, Class A and Class C
Shares, dated November 28, 2008, as supplemented (File No.
333-33978);
ii. the Prospectus of Small Company Value Fund, Class I Shares, dated
November 28, 2008, as supplemented (File No. 333-33978);
iii. the Prospectus of Small Company Value Fund, Class R Shares, dated
November 28, 2008, as supplemented (File No. 333-33978);
iv. the Prospectus of Small Company Value Fund, Class S Shares, dated
November 28, 2008, as supplemented (File No. 333-33978);
v. the Statement of Additional Information of Small Company Value
Fund, dated November 28, 2008, as supplemented (File No.
333-33978);
vi. the Annual Report of Small Company Value Fund for the fiscal year
ended July 31, 2008 (File No. 811-09885);
vii. the unaudited Semiannual Report of Small Company Value Fund for
the fiscal period ended January 31, 2009 (File No. 811-09885);
viii. the Statement of Additional Information of Small Cap Value Fund,
dated February 27, 2009, as supplemented (File No. 002-34393);
ix. the Annual Report of Small Cap Value Fund for the fiscal year
ended October 31, 2008 (File No. 811-01879); and
x. the unaudited Semiannual Report of Small Cap Value Fund for the
fiscal period ended April 30, 2008 (File No. 811-01879).
These documents have been filed with the U.S. Securities and Exchange
Commission ("SEC") and are incorporated by reference herein as appropriate. The
Prospectus of the appropriate class of Small Company Value Fund and its Annual
Report and Semiannual Report have previously been delivered to Small Company
Value Fund shareholders. You can obtain free copies of any of the documents by
contacting your broker-dealer, plan sponsor, or financial intermediary or by
calling a Janus representative at 1-877-335-2687.
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.
2
Each Fund is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended, and the 1940 Act, and files reports, proxy
materials, and other information with the SEC. You may review and copy
information about the Funds at the Public Reference Room of the SEC or get text
only copies, after paying a duplicating fee, by sending an electronic request by
e-mail to publicinfo@sec.gov or by writing to or calling the Public Reference
Room, Washington, D.C. 20549-0102 (1-202-942-8090). Information on the operation
of the Public Reference Room may also be obtained by calling this number. You
may also obtain reports and other information about the Funds from the
Electronic Data Gathering Analysis and Retrieval (EDGAR) Database on the SEC's
website at http://www.sec.gov.
THIS PROSPECTUS/INFORMATION STATEMENT IS FOR INFORMATIONAL PURPOSES ONLY.
YOU DO NOT NEED TO DO ANYTHING IN RESPONSE TO THIS PROSPECTUS/ INFORMATION
STATEMENT. WE ARE NOT ASKING YOU FOR A PROXY OR WRITTEN CONSENT, AND YOU ARE
REQUESTED NOT TO SEND US A PROXY OR WRITTEN CONSENT.
SHARES OF THE FUNDS HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC NOR
HAS THE SEC PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS/INFORMATION
STATEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
3
SYNOPSIS
This Prospectus/Information Statement provides a brief overview of the key
features and other matters typically of concern to shareholders affected by a
reorganization between mutual funds. These responses are qualified in their
entirety by the remainder of this Prospectus/Information Statement, which you
should read carefully because it contains additional information and further
details regarding the Reorganization. The description of the Reorganization is
qualified by reference to the full text of the Plan, which is attached as
Appendix A.
Q. WHAT IS HAPPENING IN THE REORGANIZATION?
A. At a meeting held on March 12, 2009, the Board of Trustees of the JAD Trust
approved the Plan which authorizes the reorganization of Small Company
Value Fund with and into Small Cap Value Fund, with Small Cap Value Fund
being the surviving entity. Small Company Value Fund is a series of the JAD
Trust and Small Cap Value 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 Small Company Value Fund and
will be impacted by the Reorganization.
Upon the Closing, Small Company Value Fund investors will receive shares of
Small Cap Value Fund equivalent in dollar value to their shares in Small
Company Value Fund at the time of the Reorganization. Specifically, all or
substantially all of the assets of Small Company Value Fund will be
transferred to Small Cap Value Fund solely in exchange for shares of Small
Cap Value Fund with a value equal to the value of Small Company Value
Fund's assets net of liabilities, and the assumption by Small Cap Value
Fund of all liabilities of Small Company Value Fund. Immediately following
the transfer, the shares of Small Cap Value Fund received by Small Company
Value Fund will be distributed pro rata to the Small Company Value Fund
shareholders of record as of the Closing Date (on or about July 6, 2009).
After the Reorganization is completed, Small Company Value Fund will be
liquidated. The Reorganization is conditioned upon receipt of an opinion of
counsel that the Reorganization qualifies as a tax-free reorganization, and
other conditions as outlined in the Plan.
Q. WHY IS THE REORGANIZATION IN THE BEST INTERESTS OF SMALL COMPANY VALUE FUND
SHAREHOLDERS?
A. The Board of Trustees of the JAD Trust concluded that the Reorganization is
in the best interests of Small Company Value 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.
- Small Company Value Fund has the same investment objective, and
substantially similar strategies, policies and risks as Small Cap
Value Fund and the Funds are both subadvised by Perkins Investment
Management, LLC ("Perkins").
- The historical performance of each Fund and that each Fund has the
same benchmark for measuring the Funds' 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 (those fund expenses other than management fees) 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).
- Each Fund adopted a performance fee structure effective January 1,
2009 with implementation of the first performance adjustment in
January 2010, and that each Fund's performance fee calculation is
measured by comparing the Fund's performance relative to Russell
2000(R) Value Index, and that such calculation
4
includes a lower base fee rate for Small Cap Value Fund (0.72%)
compared to Small Company Value Fund (0.74%) and a higher hurdle rate
for Small Cap Value Fund (5.50%) compared to Small Company Value Fund
(4.50%) for measuring the Fund's performance versus the benchmark and
determining the performance adjustment to be made to the base fee
rate.
- The expense limitation agreements applicable to each Fund which, after
giving effect to fee waivers after the Reorganization, may result in
current Small Cap Value Fund shareholders paying lower fees in the
short-term, and 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 Small Company Value
Fund to benefit from using a portion of the realized capital losses
generated by Small Cap Value Fund and Small Company Value 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.
- Small Cap Value Fund's shareholders will not pay any of the costs of
the Reorganization, and immediately after the Reorganization, the
fractional or full value of their shares in Small Company Value Fund
will be the same as the fractional or full value of their Small Cap
Value 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 capital
appreciation. The Funds also have similar investment strategies and risks.
Each Fund attempts to achieve its investment objective by investing
primarily in the common stocks of small companies whose stock prices are
believed to be undervalued by each Fund's portfolio manager(s). Each Fund
invests, under normal circumstances, at least 80% of its assets in equity
securities of small companies whose market capitalization, at the time of
initial purchase, is less than the 12-month average of the maximum market
capitalization for companies included in the Russell 2000(R) Value Index.
This average is updated monthly. The market capitalizations within the
index will vary, but as of December 31, 2008, they ranged from
approximately $7 million to $3.3 billion.
Further information comparing the investment objectives, strategies and
restrictions is included below under "Investment Objectives, Strategies,
Restrictions and Risks."
Q. HOW DO THE FUNDS COMPARE IN SIZE?
A. As of October 31, 2008, Small Cap Value Fund's net assets were
approximately $1.1 billion and Small Company Value Fund's net assets were
approximately $36.4 million. The asset size of each Fund fluctuates on a
daily basis and the asset size of Small Cap Value Fund after the
Reorganization may be larger or smaller than the combined assets of the
Funds as of October 31, 2008.
Q. IS THE REORGANIZATION EXPECTED TO RESULT IN A HIGHER INVESTMENT ADVISORY
FEE RATE?
A. No. Each Fund adopted a performance-based investment advisory fee structure
in January 2009 that begins adjusting the advisory fee rate up or down
beginning in January 2010 based on the Fund's performance relative to its
benchmark index, the Russell 2000(R) Value Index. This fee rate, prior to
any performance adjustment, is 0.74% for Small Company Value Fund and 0.72%
for Small Cap Value Fund. Although Small Cap Value Fund has outperformed
its benchmark to a greater extent than Small Company Value Fund since
January 1, 2009, given that Small Cap Value Fund has a lower base fee rate
than Small Company Value Fund and a higher hurdle rate (5.50% compared to
4.50% for Small Company Value Fund) for measuring the Fund's performance
relative to the benchmark index, any difference in performance from January
1, 2009 to the Closing Date of the Reorganization is not expected to result
in a fee rate increase and over time, may make it more difficult for Small
Cap Value Fund to earn a higher advisory fee than if the performance fee
structure of Small Company Value Fund were in place.
5
Pro forma fee, expense and financial information is included in this
Prospectus/Information Statement.
Q. WILL THE REORGANIZATION RESULT IN HIGHER FUND EXPENSES?
A. No. Based on October 31, 2008 assets, the projected total expense ratio of
Small Cap Value Fund (following completion of the Reorganization) is
significantly lower than the current expense ratio for Small Company Value
Fund. In addition, following the completion of the Reorganization, Janus
Capital has agreed, until at least November 1, 2010, to limit total annual
operating expenses (excluding certain expenses) to 0.96% of Small Cap Value
Fund's average daily net assets.
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, Small Company Value Fund and/or Small Cap Value
Fund may lose the ability to utilize a portion of realized capital losses
that might have been used to offset or defer gains on sales of portfolio
securities under some circumstances. If you choose to redeem or exchange
your shares before or after the Reorganization, you may realize a taxable
gain or loss; therefore, consider consulting a tax adviser before doing so.
In addition, 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 Small Company Value Fund.
Q. WILL THE SHAREHOLDER SERVICES PROVIDED BY JANUS CAPITAL CHANGE?
A. No. Janus Capital manages both Small Company Value Fund and Small Cap Value
Fund and Perkins Investment Management, LLC is the subadviser to both
Funds. 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 Small Company Value Fund will have the same
purchase and redemption privileges and expanded exchange privileges given
the additional available fund offerings in the JIF Trust. Please consult
your financial intermediary for information on any services provided by
them to the Funds.
Q. ARE THERE ANY DIFFERENCES IN SHAREHOLDER RIGHTS AND PRIVILEGES OF A FUND
UNDER THE JAD TRUST VERSUS THE JIF TRUST?
A. Shareholders of the JAD Trust (your current trust) and shareholders of the
JIF Trust (the trust into which Small Company Value Fund is reorganizing)
have similar rights and privileges under their respective trust documents
and state laws. As a result, the Reorganization is not expected to have any
substantial effect on the rights of shareholders. Several differences in
the trusts are worth noting however. Under the JAD Trust, subject to making
certain determinations, the Board of Trustees may terminate the JAD Trust
or any fund of the JAD Trust without seeking shareholder approval. Under
the JIF Trust, shareholder approval is required to terminate the JIF Trust,
but the Board of Trustees may merge, liquidate or reorganize a fund of the
JIF Trust without seeking shareholder approval, if it is in accordance with
legal requirements such as the 1940 Act requirements. The JAD Trust,
however, is subject to more restrictive requirements with respect to
mergers, liquidations and reorganizations than it is permitted under the
1940 Act. In addition, under the JAD Trust, shareholders of each Fund are
entitled to one vote for each full share held and fractional votes for
fractional shares held. Under the JIF Trust, each holder of a whole or
fractional share held in a Fund is entitled to one vote for each whole
dollar 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 or fractional value of shares
of Small Company Value Fund will be exchanged for shares of Small Cap Value
Fund having equal value, without any sales load, commission or other
transactional fee being imposed.
6
Q. CAN I STILL ADD TO MY EXISTING SMALL COMPANY VALUE FUND ACCOUNT UNTIL THE
REORGANIZATION?
A. Yes. Small Company Value 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 Small Company Value
Fund prior to the date of the Reorganization to ensure a smooth transition
of shareholder accounts into Small Cap Value 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 Small Company
Value Fund for another Janus fund, your request will be treated as a normal
exchange of shares and will be a taxable transaction unless your shares are
held in a tax-deferred account, such as an individual retirement account
("IRA"). Exchanges may be subject to minimum investment requirements and
redemption fees.
Please note that other Janus funds in the JAD Trust are also subject to
reorganization with and into the JIF Trust. So, if you exchange your shares
with and into another Janus fund in the JAD Trust, shareholders of that
fund may also be participating in a reorganization of that fund with and
into a similarly-managed fund in the JIF Trust.
INVESTMENT OBJECTIVES, STRATEGIES, RESTRICTIONS AND RISKS
Both Funds are designed for long-term investors who primarily seek capital
appreciation and who can tolerate the greater risks associated with common stock
investments. The Funds have substantially similar investment objective,
principal investment strategies and risks, which are discussed in detail below.
Both Funds are managed by the same subadviser, Perkins Investment Management LLC
("Perkins") (formerly named Perkins, Wolf, McDonnell and Company, LLC). The
Funds also have the same fundamental and non-fundamental investment polices and
restrictions, a description of each of these investment policies and
restrictions is included in each Fund's Statement of Additional Information.
INVESTMENT OBJECTIVE
Each Fund's investment objective is to seek capital appreciation. Each
Fund's Board of Trustees may change this objective or the Fund's principal
investment strategies without a shareholder vote. Each Fund has a policy of
investing at least 80% of its net assets, measured at the time of purchase, in
the type of securities suggested by its name, as described below. Each Fund will
notify its shareholders in writing at least 60 days before making any changes to
this policy. If there is a material change to your Fund's objective or principal
investment strategies, you should consider whether the Fund remains an
appropriate investment for you. There is no guarantee that a Fund will achieve
its investment objective.
PRINCIPAL INVESTMENT STRATEGIES
Each Fund pursues its investment objective by investing primarily in the
common stocks of small companies whose stock prices are believed to be
undervalued by the Fund's portfolio managers. The Fund invests, under normal
circumstances, at least 80% of its assets in equity securities of small
companies whose market capitalization, at the time of initial purchase, is less
than the 12-month average of the maximum market capitalization for companies
included in
7
the Russell 2000(R) Value Index. This average is updated monthly. The market
capitalizations within the index will vary, but as of December 31, 2008, they
ranged from approximately $7 million to $3.3 billion.
Small Company Value Fund uses fundamental analysis and proprietary
valuation models to select a core holding of stocks for the Fund. The Fund's
portfolio manager generally looks for companies:
- that have reasonably solid fundamentals
- whose stocks are trading at a discount relative to their intrinsic
investment value based on their assets, earnings, cash flow, or
franchise values
Small Cap Value Fund's securities selection focuses on companies that are
out of favor with markets or have not yet been discovered by the broader
investment community.
The portfolio managers of Small Cap Value Fund generally look for companies
with:
- a low price relative to their assets, earnings, cash flow, or business
franchise
- products and services that give them a competitive advantage
- quality balance sheets and strong management
The portfolio managers' of Small Cap Value Fund philosophy is to weigh a
security's downside risk before considering its upside potential, which may help
provide an element of capital preservation.
Within the parameters of its specific investment policies, each Fund may
invest its assets in derivatives. Each Fund may use derivatives for different
purposes, including hedging (to offset risks associated with an investment,
currency exposure, or market conditions) and to earn income and enhance returns.
For more information on the Funds' investment techniques and related risks,
please see Appendix B.
PRINCIPAL RISK FACTORS OF INVESTING IN THE FUNDS
Each Fund may invest in various types of securities or use certain
investment techniques to achieve its investment objective of capital
appreciation. The following is a summary of the principal risks associated with
such securities and investment techniques. The Funds have substantially similar
investment objective, policies and strategies, so the principal risks are
similar for each Fund. Additional information about these risks is included in
each Fund's Prospectus. As with any security, an investment in either Fund
involves certain risks, including loss of principal. The fact that a particular
risk is not identified does not indicate that a Fund does not invest its assets
in, or is precluded from investing its assets in, securities that give rise to
that risk. Information about additional investment techniques that the Funds may
utilize and related risks is included in Appendix B.
RISK FACTORS OF THE FUNDS
The biggest risk for each Fund is that the Fund's returns may vary, and you
could lose money. Each Fund is designed for long-term investors interested in an
equity portfolio, including common stocks. Common stocks tend to be more
volatile than many other investment choices.
Value Investing Risk. Because different types of stocks tend to shift in
and out of favor depending on market and economic conditions, "value" stocks may
perform differently from the market as a whole and other types of stocks and can
continue to be undervalued by the market for long periods of time. It is also
possible that a value stock may never appreciate to the extent expected.
Market Risk. The value of a Fund's portfolio may decrease if the value of
an individual company or multiple companies in the portfolio decreases or if the
portfolio managers' belief about a company's intrinsic worth is incorrect.
Regardless of how well individual companies perform, the value of each Fund's
portfolio could also decrease if there are deteriorating economic or market
conditions, including, but not limited to, a general decline in prices on the
stock markets, a general decline in real estate markets, a decline in
commodities prices, or if the market favors different types of securities than
the types of securities in which the Fund invests (for example growth-oriented
securities rather than value-oriented securities). If the value of a Fund's
portfolio decreases, the Fund's net asset value ("NAV") will also decrease,
which means if you sell your shares in the Fund you may lose money.
8
Small-Sized Companies Risk. Due to the Fund's investments in securities of
small-sized companies, the Fund's NAV may fluctuate more than that of a fund
investing primarily in large or mid-sized companies. Small company securities
may underperform as compared to the securities of larger companies. They may
also pose greater market, liquidity, and information risks because of limited
product lines and/or operating history, competitive threats, limited financial
resources, limited trading markets, and the potential lack of management depth.
Securities issued by small-sized companies tend to be more volatile than
securities issued by larger or more established companies. These holdings tend
to be less liquid than stocks of larger companies and could have a significant
adverse effect on the Fund's returns, especially as market conditions change.
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 the Fund. If the
counterparty to a derivative transaction defaults, the 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 FOR EACH FUND?
Small Company Value Fund's portfolio manager uses fundamental analysis and
proprietary valuation models to select a core holding of stocks for the Fund.
The Fund's portfolio manager generally looks for companies with reasonably solid
fundamentals that are trading at a discount relative to their intrinsic
investment value based on their assets, earnings, cash flow, or franchise value.
To a certain degree, Small Company Value Fund invests in companies that
demonstrate special situations or turnarounds, meaning companies that have
experienced significant business problems but are believe to have favorable
prospects for recovery.
Small Cap Value Fund's portfolio managers primarily invest in the common
stocks of small companies whose stock prices are believed to be undervalued.
Small Cap Value Fund's securities selection focuses on companies that are
out of favor with markets or have not yet been discovered by the broader
investment community.
The Fund's portfolio managers generally look for companies with:
- a low price relative to their assets, earnings, cash flows, or
business franchise
- products and services that give them a competitive advantage
- quality balance sheets and strong management
Small Cap Value Fund's portfolio managers' philosophy is to weigh a
security's downside risk before considering its upside potential, which may help
provide an element of capital preservation. The portfolio managers may sell a
Fund holding if, among other things, the security reaches the portfolio
managers' price target, if the company has deterioration of fundamentals such as
failing to meet key operating benchmarks, or if the portfolio managers find a
better investment opportunity. The portfolio managers may also sell a Fund
holding to meet redemptions.
2. ARE THE SAME CRITERIA USED TO SELECT FOREIGN SECURITIES?
Generally, yes. The portfolio managers seek companies that meet the
selection criteria, regardless of where a company is located. Foreign securities
are generally selected on a stock-by-stock basis without regard to any defined
allocation among countries or geographic regions. However, certain factors such
as expected levels of inflation,
9
government policies influencing business conditions, the outlook for currency
relationships, and prospects for economic growth among countries, regions, or
geographic areas may warrant greater consideration in selecting foreign
securities. There are no limitations on the countries in which each Fund may
invest, and each Fund may at times have significant foreign exposure, including
exposure in emerging markets.
3. WHAT DOES "MARKET CAPITALIZATION" MEAN?
Market capitalization is the most commonly used measure of the size and
value of a company. It is computed by multiplying the current market price of a
share of the company's stock by the total number of its shares outstanding. As
noted previously, market capitalization is an important investment criterion for
each Fund.
4. HOW DO THE PORTFOLIO MANAGERS DETERMINE THAT A COMPANY MAY NOT BE
APPROPRIATELY VALUED?
A company may be undervalued when, in the opinion of the portfolio
managers, shares of the company are selling for a price that is below their
intrinsic worth. A company may be undervalued due to market or economic
conditions, temporary earnings declines, unfavorable developments affecting the
company, or other factors. Such factors may provide buying opportunities at
attractive prices compared to historical or market price-earnings ratios,
price/free cash flow, book value, or return on equity. The portfolio managers
believe that buying these securities at a price that is below their intrinsic
worth may generate greater returns for each Fund than those obtained by paying
premium prices for companies currently in favor in the market.
RISKS
Because a 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.
A Fund's performance may also be significantly affected, positively or
negatively, by certain types of investments, such as foreign (non-U.S.)
securities, derivative investments, non-investment grade bonds ("junk bonds"),
initial public offerings ("IPOs"), or securities of companies with relatively
small market capitalizations. IPOs and other types of investments may have a
magnified performance impact on a fund with a small asset base. A Fund may not
experience similar performance as its assets grow.
Each Fund is an actively managed investment portfolio and is therefore
subject to the risk that the investment strategies employed for the Fund may
fail to produce the intended results.
Janus Capital manages many funds and numerous other accounts. Management of
multiple accounts may involve conflicts of interest among those accounts, and
may create potential risks, such as the risk that investment activity in one
account may adversely affect another account. For example, short sale activity
in an account could adversely affect the market value of long positions in one
or more other accounts (and vice versa). Additionally, Janus Capital is the
adviser to the Janus "funds of funds," which are funds that invest primarily in
other underlying mutual funds managed by Janus Capital. Because Janus Capital is
the adviser to the Janus "funds of funds" and the funds, it is subject to
certain potential conflicts of interest when allocating the assets of a Janus
"fund of funds" among such funds. To the extent that a Fund is an underlying
fund in a Janus "fund of funds," a potential conflict of interest arises when
allocating the assets of a 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
is 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.
10
1. A FUND MAY INVEST IN SMALLER OR NEWER COMPANIES. DOES THIS CREATE ANY SPECIAL
RISKS?
Many attractive investment opportunities may be in smaller, start-up
companies offering emerging products or services. Smaller or newer companies may
suffer more significant losses as well as realize more substantial growth than
larger or more established issuers because they may lack depth of management, be
unable to generate funds necessary for growth or potential development, or be
developing or marketing new products or services for which markets are not yet
established and may never become established. In addition, such companies may be
insignificant factors in their industries and may become subject to intense
competition from larger or more established companies. Securities of smaller or
newer companies may have more limited trading markets than the markets for
securities of larger or more established issuers, or may not be publicly traded
at all, and may be subject to wide price fluctuations. Investments in such
companies tend to be more volatile and somewhat more speculative. Because each
Fund normally invests at least 80% of its assets in equity securities of smaller
or newer companies, these risks may be increased.
2. WHAT IS "INDUSTRY RISK"?
Industry risk is the possibility that a group of related securities will
decline in price due to industry-specific developments. Companies in the same or
similar industries may share common characteristics and are more likely to react
similarly to industry-specific market or economic developments. A Fund's
investments, if any, in multiple companies in a particular industry increase the
Fund's exposure to industry risk.
3. HOW COULD A FUND'S INVESTMENTS IN FOREIGN SECURITIES AFFECT ITS PERFORMANCE?
Within the parameters of its specific investment policies, each Fund may
invest in foreign debt and equity securities either indirectly (e.g., depositary
receipts, depositary shares, and passive foreign investment companies) or
directly in foreign markets, including emerging markets. Investments in foreign
securities, including those of foreign governments, may involve greater risks
than investing in domestic securities because the Fund's performance may depend
on factors other than the performance of a particular company. These factors
include:
- Currency Risk. As long as a Fund holds a foreign security, its value
will be affected by the value of the local currency relative to the
U.S. dollar. When a Fund sells a foreign currency denominated
security, its value may be worth less in U.S. dollars even if the
security increases in value in its home country. U.S.
dollar-denominated securities of foreign issuers may also be affected
by currency risk due to the overall impact of exposure to the issuer's
local currency.
- Political and Economic Risk. Foreign investments may be subject to
heightened political and economic risks, particularly in emerging
markets which may have relatively unstable governments, immature
economic structures, national policies restricting investments by
foreigners, different legal systems, and economies based on only a few
industries. In some countries, there is the risk that the government
may take over the assets or operations of a company or that the
government may impose taxes or limits on the removal of a Fund's
assets from that country.
- Regulatory Risk. There may be less government supervision of foreign
markets. As a result, foreign issuers may not be subject to the
uniform accounting, 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.
11
4. HOW DOES A FUND TRY TO REDUCE RISK?
A Fund may use short sales, futures, options, swap agreements (including,
but not limited to, equity, interest rate, credit default, and total return
swaps), and other derivative instruments individually or in combination to
"hedge" or protect its portfolio from adverse movements in securities prices and
interest rates. A Fund may also use a variety of currency hedging techniques,
including the use of forward currency contracts, to manage currency risk. There
is no guarantee that derivative investments will benefit a Fund. A Fund's
performance could be worse than if the Fund had not used such instruments.
GENERAL PORTFOLIO POLICIES
Unless otherwise stated, the following general policies apply to each Fund.
Except for each Fund's policies with respect to investments in illiquid
securities, the percentage limitations included in these policies and elsewhere
in this Prospectus/Information Statement and/or each Fund's Statement of
Additional Information normally apply only at the time of purchase of a
security. So, for example, if a Fund exceeds a limit as a result of market
fluctuations or the sale of other securities, it will not be required to dispose
of any securities.
CASH POSITION
The Funds may not always stay fully invested. For example, when the
portfolio managers believe that market conditions are unfavorable for profitable
investing, or when they are otherwise unable to locate attractive investment
opportunities, a Fund's cash or similar investments may increase. In other
words, cash or similar investments generally are a residual - they represent the
assets that remain after a Fund has committed available assets to desirable
investment opportunities. When a Fund's investments in cash or similar
investments increase, it may not participate in market advances or declines to
the same extent that it would if the Fund remained more fully invested. To the
extent 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.
In addition, a Fund may temporarily increase its cash position under
certain unusual circumstances, such as to protect its assets or maintain
liquidity in certain circumstances, for example, to meet unusually large
redemptions. A Fund's cash position may also increase temporarily due to
unusually large cash inflows. Under unusual circumstances such as these, a Fund
may invest up to 100% of its assets in cash or similar investments. In this
case, the Fund may take positions that are inconsistent with its investment
objective. As a result, the Fund may not achieve its investment objective.
PORTFOLIO TURNOVER
In general, each Fund intends to purchase securities for long-term
investment, although, to a limited extent, each Fund may purchase securities in
anticipation of relatively short-term price gains. Short-term transactions may
also result from liquidity needs, securities having reached a price or yield
objective, changes in interest rates or the credit standing of an issuer, or by
reason of economic or other developments not foreseen at the time of the
investment decision. A Fund may also sell one security and simultaneously
purchase the same or a comparable security to take advantage of short-term
differentials in bond yields or securities prices. Portfolio turnover is
affected by market conditions, changes in the size of a Fund, the nature of a
Fund's investments, and the investment style of the portfolio managers. Changes
are normally made in a Fund's portfolio whenever the portfolio managers believe
such changes are desirable. Portfolio turnover rates are generally not a factor
in making buy and sell decisions.
Increased portfolio turnover may result in higher costs for brokerage
commissions, dealer mark-ups, and other transaction costs, and may also result
in taxable capital gains. 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 a Fund. A Fund may not recover its investment or may obtain a
limited recovery, and/or recovery may be delayed.
12
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 the 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 the Fund by earning a return on the Fund's assets or reducing
risk; however, they may not achieve the Fund's investment objective. These
securities and strategies may include:
- debt securities
- exchange-traded funds
- indexed/structured securities
- high-yield/high-risk bonds (20% or less of a Fund's net assets)
- various derivative transactions (which could comprise a significant
percentage of a Fund's portfolio) including, but not limited to,
options, futures, forwards, swap agreements (such as equity, interest
rate, credit default, and total return swaps), participatory notes,
structured notes, and other types of derivatives individually or in
combination for hedging purposes or for nonhedging purposes such as
seeking to enhance return, to protect unrealized gains, or to avoid
realizing losses; such techniques may also be used to gain exposure to
the market pending investment of cash balances or to meet liquidity
needs
- short sales (no more than 10% of a Fund's net assets may be invested
in short sales other than against the box)
- securities purchased on a when-issued, delayed delivery, or forward
commitment basis
- entering into transactions to manage a Fund's realization of capital
gains and to offset such realization of capital gains with capital
losses where the portfolio managers believe it is appropriate; such
techniques may result in increased transaction costs paid by a Fund
and may be limited under the Internal Revenue Code and related
regulations
SHORT SALES
To a limited extent, each Fund may engage in short sales. A short sale is
subject to the risk that if the price of the security sold short increases in
value, a Fund will incur a loss because it will have to replace the security
sold short by purchasing it at a higher price. In addition, a Fund may not
always be able to close out a short position at a particular time or at an
acceptable price. A Fund's losses are potentially unlimited in a short sale
transaction. A lender may request, or market conditions may dictate, that the
securities sold short be returned to the lender on short notice, and a Fund may
have to buy the securities sold short at an unfavorable price. If this occurs at
a time that other short sellers of the same security also want to close out
their positions, it is more likely that a Fund will have to cover its short sale
at an unfavorable price and potentially reduce or eliminate any gain, or cause a
loss, as a result of the short sale.
Due to certain foreign countries' restrictions, a Fund will not be able to
engage in short sales in certain foreign countries where it may maintain long
positions. As a result, a Fund's ability to fully implement a short selling
strategy that could otherwise help a Fund pursue its investment goals may be
limited.
Although Janus Capital believes that its rigorous "bottom up" approach will
be effective in selecting short positions, there is no assurance that Janus
Capital will be successful in applying this approach when engaging in short
sales.
SWAP AGREEMENTS
Each Fund may utilize swap agreements as a means to gain exposure to
certain common stocks and/or to "hedge" or protect their portfolios from adverse
movements in securities prices and interest rates. Swap agreements are
13
two-party contracts to exchange one set of cash flows for another. Swap
agreements entail the risk that a party will default on its payment obligations
to a Fund. If the other party to a swap defaults, a Fund would risk the loss of
the net amount of the payments that it contractually is entitled to receive. If
a Fund utilizes a swap at the wrong time or judges market conditions
incorrectly, the swap may result in a loss to the Fund and reduce the Fund's
total return. Various types of swaps such as credit default, equity, interest
rate, and total return swaps are described in Appendix B.
SECURITIES LENDING
A Fund may seek to earn additional income through lending its securities to
certain qualified broker-dealers and institutions. Each Fund may lend portfolio
securities on a short-term or long-term basis, up to one-third of its total
assets as determined at the time of the loan. When a Fund lends its securities,
it receives collateral (including cash collateral), at least equal to the value
of securities loaned. There is the risk that when portfolio securities are lent,
the securities may not be returned on a timely basis, and the Fund may
experience delays and costs in recovering the security or gaining access to the
collateral. If the Fund is unable to recover a security on loan, the Fund may
use the collateral to purchase replacement securities in the market. There is a
risk that the value of the collateral could decrease below the cost of the
replacement security by the time the replacement investment is made, resulting
in a loss to the Fund.
ILLIQUID INVESTMENTS
Each Fund may invest up to 15% of its net assets in illiquid investments.
An illiquid investment is a security or other position that cannot be disposed
of quickly in the normal course of business. For example, some securities are
not registered under U.S. securities laws and cannot be sold to the U.S. public
because of SEC regulations (these are known as "restricted securities"). Under
procedures adopted by each Fund's Board of Trustees, certain restricted
securities may be deemed liquid and will not be counted toward this 15% limit.
SPECIAL SITUATIONS
Each Fund may invest in companies that demonstrate special situations or
turnarounds, meaning companies that have experienced significant business
problems but are believed to have favorable prospects for recovery. For example,
a special situation or turnaround may arise when, in the opinion of a Fund's
portfolio managers, the securities of a particular issuer will be recognized by
the market and appreciate in value due to a specific development with respect to
that issuer. Special situations may include significant changes in a company's
allocation of its existing capital, a restructuring of assets, or a redirection
of free cash flow. For example, issuers undergoing significant capital changes
may include companies involved in spin-offs, sales of divisions, mergers or
acquisitions, companies emerging from bankruptcy, or companies initiating large
changes in their debt to equity ratio. Companies that are redirecting cash flows
may be reducing debt, repurchasing shares, or paying dividends. Special
situations may also result from: (i) significant changes in industry structure
through regulatory developments or shifts in competition; (ii) a new or improved
product, service, operation, or technological advance; (iii) changes in senior
management or other extraordinary corporate event; (iv) differences in market
supply of and demand for the security; or (v) significant changes in cost
structure. A Fund's performance could suffer from its investments in "special
situations."
COMPARISON OF FEES AND EXPENSES
INVESTMENT ADVISORY FEES
Each Fund has a performance-based investment advisory fee structure that
was adopted January 1, 2009 that consists of a fixed base fee rate and a
performance adjustment. The performance adjustment for both Funds commences
January 2010. Until January 2010, only the base fee rate applies. The annual
base fee rate for Small Cap Value Fund and Small Company Value Fund is 0.72% and
0.74%, respectively, of average daily net assets (each, a "Base Fee Rate"). Each
Fund's performance is measured against the Russell 2000(R) Value Index. Each
Fund's Base Fee Rate may adjust up or down by a variable rate up to 0.15%
(positive or negative) to the Fund's average daily net assets during the
applicable performance period ("Performance Adjustment"). The performance
measurement period generally is the previous 36 months although no Performance
Adjustment is made until the performance fee structure has been in effect for 12
months. Once the performance fee structure has been in effect for 12 months, but
less than 36 months, the performance measurement period is equal to the time
that has elapsed since the performance fee structure went into effect. The Base
Fee Rate is calculated and accrued daily. The Performance Adjustment is
calculated monthly in arrears and is accrued evenly each day throughout the
month. The investment advisory fee rate is paid monthly in
14
arrears. 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 the Fund is calculated net of expenses whereas the Fund's
benchmark index does not have any fees or expenses. Reinvestment of dividends
and distributions are included in calculating the performance of the Funds and
the benchmark index.
The hurdle rate for measuring a Fund's cumulative performance versus that
of the benchmark is higher for Small Cap Value Fund, at 5.50%, compared to 4.50%
for Small Company Value Fund. This higher hurdle rate should make it more
difficult for Janus Capital to outperform or underperform the Russell 2000(R)
Value Index over time. The share class used for measuring a Fund's performance
and calculating the investment advisory fee rate is currently Investor Shares
for Small Cap Value Fund and Class A Shares (waiving the upfront sales charge)
("Load-Waived Class A Shares") for Small Company Value Fund. Effective with the
Reorganization, Small Cap Value Fund is changing the share class used for
measuring performance of the Fund and calculating the performance fee to
Load-Waived Class A Shares. For the period from January 1, 2009 through the
Closing Date of the Reorganization, Investor Shares of Small Cap Value Fund will
be used for measuring Small Cap Value Fund's performance compared to its
benchmark and Load-Waived Class A Shares will be used for this purpose from the
Closing Date of the Reorganization and going forward. Load-Waived Class A Shares
normally have higher annual expenses than Investor Shares.
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 Small Company Value Fund versus Small Cap Value
Fund, and show the projected ("pro forma") estimated fees and expenses of Small
Cap Value Fund, assuming consummation of the Reorganization as of October 31,
2008. Fees and expenses shown for Small Company Value 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 Small Cap Value 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 COSTS IN CONNECTION WITH THE REORGANIZATION.
SHAREHOLDER FEES
Shareholder fees are those paid directly from your investment, such as
sales loads and redemption fees. Class A, C, I, R and S Shares of Small Cap
Value Fund will have substantially the same class characteristics as the Class
A, C, I, R and S Shares of Small Company Value Fund, respectively. Small Cap
Value Fund currently does not offer Class A, C, I, R and S Shares. Upon the
consummation of the Reorganization, shares of these classes of Small Cap Value
Fund will be established to correspond with shares of Small Company Value Fund.
SHAREHOLDER FEES(1)(2) (PAID DIRECTLY FROM YOUR INVESTMENT)
CLASS A CLASS C CLASS I CLASS R CLASS S
------- ------- ------- ------- -------
SMALL COMPANY VALUE FUND /
SMALL CAP VALUE FUND (PRO FORMA)
Maximum Sales Charge (load) Imposed on Purchases
(as a % of offering price) ..................... 5.75%(3) N/A N/A N/A N/A
Maximum Deferred Sales Charge (load) (as a % of the
lower of original purchase price or redemption
proceeds) ...................................... None(4) 1.00%(5) N/A N/A N/A
----------
(1) Small Cap Value Fund currently does not offer Class A, Class C, Class I,
Class R and Class S shares. Upon the consummation of the reorganization,
shares of these classes of Small Cap Value Fund will be established prior
to the Closing Date and will have the same shareholder fee structure as
Class A, Class C, Class I, Class R and Class S shares of Small Company
Value Fund.
(2) Your financial intermediary may charge you a separate or additional fee for
processing purchases and redemptions of Shares.
(3) Sales charge may be waived for certain investors, as described in the
Shareholder's Guide (attached hereto as Appendix C).
(4) A contingent deferred sales charge of up to 1.00% may be imposed on certain
redemptions of Class A Shares bought without an initial sales charge and
then redeemed within 12 months of purchase. The contingent deferred sales
charge is not reflected in the example.
(5) A contingent deferred sales charge of 1.00% applies on Class C Shares
redeemed within 12 months of purchase. The contingent deferred sales charge
may be waived for certain investors, as described in the Shareholder's
Guide (attached hereto as Appendix C).
ANNUAL FUND OPERATING EXPENSES
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
15
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 Small Company Value Fund
and those projected for Small Cap Value Fund on a pro forma basis for the fiscal
year ended October 31, 2008 assuming consummation of the Reorganization. The pro
forma expenses include estimated costs of the larger Small Cap Value FundThe
Annual Fund Operating Expenses do not show current expenses for Small Cap Value
Fund since, as noted above, the Fund does not currently offer any Class A, C, I,
R and S Shares. The pro forma information in the "Annual Fund Operating
Expenses" table does not reflect any adjustment up or down to the management fee
since the base fee rate for each Fund applies until January 2010, at which time
the Performance Adjustment becomes effective. 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 Small Company
Value Fund, Janus Capital reduces its investment advisory fee rate paid by Small
Company Value Fund by the amount by which the total operating expenses allocated
to any class of the Fund exceed 1.00% of average daily net assets for the fiscal
year. For purposes of this waiver, operating expenses do not include fees
payable pursuant to Rule 12b-1 under the 1940 Act, administrative services fees
(applicable to Class R and Class S Shares), or items not normally considered
operating expenses, such as interest, dividends, taxes, brokerage commissions
and extraordinary expenses (including, but not limited to, legal claims and
liabilities and litigation costs, acquired fund fees and expenses and any
indemnification related thereto). Janus Capital currently does not have a
similar expense limitation agreement for Small Cap Value Fund but, assuming
consummation of the Reorganization, Janus Capital has contractually agreed that
until at least November 1, 2010, it would reduce its investment advisory fee
rate paid by Small Cap Value Fund by the amount, if any, the total annual
operating expenses allocated to any class exceed 0.96% of average daily net
assets for the fiscal year until at least November 1, 2010. The expense
limitation agreement for Small Cap Value Fund, post-Reorganization, is similar
to the expense limitation agreement currently in effect for Small Company Value
Fund with the exception that performance adjustments to the investment advisory
fee are now excluded from the expense limit.
Based on expenses and asset levels of Small Cap Value Fund as of October
31, 2008, assuming consummation of the Reorganization, the estimated pro forma
expense ratio of Small Cap Value Fund shows that fees are being waived on Class
A Shares and Class C Shares. Changes to expenses and asset levels of both Small
Company Value Fund and Small Cap Value Fund at the time of the Reorganization
could trigger application of Small Cap Value Fund's anticipated expense limit of
0.96% (with certain expenses excluded from the waiver as noted above), resulting
in a possible reduction of the investment advisory fee payable to Janus Capital
by Small Cap Value Fund.
ANNUAL FUND OPERATING EXPENSES (DEDUCTED FROM FUND ASSETS)(1)
TOTAL
DISTRIBUTION ANNUAL
/ SERVICE ACQUIRED FUND
MANAGEMENT (12B-1) OTHER FUND(5) FEES OPERATING
FEE(2) FEES(3) EXPENSES(4) AND EXPENSES EXPENSES(6)
---------- ------------ ----------- ------------ -----------
SMALL COMPANY VALUE FUND(7) /
SMALL CAP VALUE FUND (PRO FORMA ASSUMING CONSUMMATION OF THE REORGANIZATION ONLY)
Class A Shares
CURRENT 0.74% 0.25% 0.83% 0.00% 1.82%
Pro Forma 0.72% 0.25% 0.37% 0.00% 1.34%
Class C Shares
CURRENT 0.74% 1.00% 0.74% 0.00% 2.48%
Pro Forma 0.72% 1.00% 0.32% 0.00% 2.04%
Class I Shares
CURRENT 0.74% N/A 0.65% 0.00% 1.39%
Pro Forma 0.72% N/A 0.06% 0.00% 0.78%
16
Class R Shares
CURRENT 0.74% 0.50% 0.74% 0.00% 1.98%
Pro Forma 0.72% 0.50% 0.31% 0.00% 1.53%
Class S Shares
CURRENT 0.74% 0.25% 0.73% 0.00% 1.72%
Pro Forma 0.72% 0.25% 0.31% 0.00% 1.28%
----------
(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 each 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 Fees."
(3) Includes a shareholder servicing fee of up to 0.25% for Class C Shares.
Because the 12b-1 fee is charged as an ongoing fee, over time the fee will
increase the cost of your investment and may cost you more than paying
other types of sales charges.
(4) For Class A Shares, Class C Shares, and Class I Shares, Other Expenses may
include administrative, networking, or omnibus positioning fees charged by
intermediaries with respect to processing orders in Fund shares. For Class
R Shares and Class S Shares, Other Expenses include an administrative
services fee of 0.25% of the average daily net assets of each class to
compensate Janus Services LLC for providing, or arranging for the provision
of, recordkeeping, subaccounting, and administrative services to retirement
plan participants, pension plan participants, or other underlying investors
investing through institutional channels.
(5) "Acquired Fund" means any underlying fund (including, but not limited to,
exchange-traded funds) in which a Fund invests or has invested during the
period. A Fund's "ratio of gross expenses to average net assets" appearing
in the Financial Highlights tables in the Fund's current prospectus does
not include Acquired Fund Fees and Expenses and may not correlate to the
Total Annual Fund Operating Expenses shown in the table above. Amounts less
than 0.01%, if applicable, are included in Other Expenses.
(6) Total Annual Fund Operating Expenses do not reflect the application of
contractual expense waivers by Janus Capital. Janus Capital has
contractually agreed to waive the total operating expenses of (i) Small
Company Value Fund and (ii) assuming the consummation of the
Reorganization, Small Cap Value Fund post-Reorganization(excluding any
performance adjustments applicable to Small Cap Value Fund
post-Reorganization, the distribution and shareholder servicing fees
(applicable to Class A Shares, Class C Shares, Class R Shares, and Class S
Shares), administrative services fees (applicable to Class R Shares and
Class S Shares), brokerage commissions, interest, dividends, taxes, and
extraordinary expenses including, but not limited to, acquired fund fees
and expenses) to the extent such operating expenses exceeds 1.00% and
0.96%, 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 for Small Cap Value Fund post-Reorganization will be in
effect until at least November 1, 2010, 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. Based
on information in the table above, with the waiver, Net Annual Fund
Operating Expenses for each Fund are as follows:
SMALL CAP VALUE FUND
SMALL COMPANY VALUE FUND (PRO FORMA)
------------------------ --------------------
Class A 1.25% 1.21%
Class C 2.00% 1.96%
Class I 1.02% 0.78%
Class R 1.75% 1.53%
Class S 1.50% 1.28%
(7) The Fund pays an investment advisory fee rate that, beginning January 2010,
will adjust 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 0.74% for Small Company Value Fund and 0.72% for
Small Cap Value Fund, 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 may increase or decrease the Management Fee. Refer to "Management
Expenses" in Small Company Value Fund's prospectus and in this
Prospectus/Information Statement for additional information with further
description in the Statement of Additional Information. The Fund has
entered into an agreement with Janus Capital to limit certain expenses
(refer to the footnote to the Total Annual Fund Operating Expenses).
Because a fee waiver will have a positive effect upon a Fund's performance,
a fee waiver that is in place during the period when the performance
adjustment applies may affect the performance adjustment in a way that is
favorable to Janus Capital. It is possible that the cumulative dollar
amount of additional compensation ultimately payable to Janus Capital may,
under some circumstances, exceed the cumulative dollar amount of management
fees waived by Janus Capital.
EXAMPLES:
THE FOLLOWING EXAMPLES ARE BASED ON EXPENSES WITHOUT WAIVERS AS DISCUSSED
ABOVE UNDER "EXPENSE LIMITATIONS." These examples are intended to help you
compare the cost of investing in Small Company Value Fund pre-Reorganization and
Small Cap Value Fund post-Reorganization (assuming consummation of the
Reorganization) on a pro forma basis the Funds, under both the current fee
structure and the proposed fee structure, with the cost of investing in other
mutual funds. The examples assume that you invest $10,000 in the Funds for the
time periods indicated and reinvest all dividends and distributions without a
sales charge. The examples also assume that your investment has a 5% return each
year and that the Funds' operating expenses without waivers remain the same. The
first example assumes that you redeem all of your Shares at the end of each
period. The second example assumes that you keep your Shares. Although your
actual costs may be higher or lower, based upon these assumptions your costs
would be as follows:
17
IF YOU REDEEM YOUR SHARES:
1 YEAR(1)(2)(3) 3 YEARS(1)(4) 5 YEARS(1)(4) 10 YEARS(1)(4)
--------------- ------------- ------------- --------------
SMALL COMPANY VALUE FUND /
SMALL CAP VALUE FUND (PRO FORMA ASSUMING CONSUMMATION OF THE REORGANIZATION ONLY)
Class A Shares
CURRENT $749 $1,115 $1,504 $2,589
Pro Forma $704 $ 975 $1,267 $2,095
Class C Shares
CURRENT $351 $ 773 $1,321 $2,816
Pro Forma $307 $ 640 $1,098 $2,369
Class I Shares
CURRENT $142 $ 440 $ 761 $1,669
Pro Forma $ 80 $ 249 $ 433 $ 966
Class R Shares
CURRENT $201 $ 621 $1,068 $2,306
Pro Forma $156 $ 483 $ 834 $1,824
Class S Shares
CURRENT $175 $ 542 $ 933 $2,030
Pro Forma $130 $ 406 $ 702 $1,545
IF YOU DO NOT REDEEM YOUR SHARES:
1 YEAR (1) 3 YEARS(1) 5 YEARS(1) 10 YEARS(1)
---------- ---------- ---------- -----------
SMALL COMPANY VALUE FUND /
SMALL CAP VALUE FUND (PRO FORMA ASSUMING CONSUMMATION OF THE REORGANIZATION ONLY)
Class A Shares
CURRENT $749 $1,115 $1,504 $2,589
Pro Forma $704 $ 975 $1,267 $2,095
Class C Shares
CURRENT $251 $ 773 $1,321 $2,816
Pro Forma $207 $ 640 $1,098 $2,369
Class I Shares
CURRENT $142 $ 440 $ 761 $1,669
Pro Forma $ 80 $ 249 $ 433 $ 966
Class R Shares
CURRENT $201 $ 621 $1,068 $2,306
Pro Forma $156 $ 483 $ 834 $1,824
Class S Shares
CURRENT $175 $ 542 $ 933 $2,030
Pro Forma $130 $ 406 $ 702 $1,545
----------
(1) Assumes the payment of the maximum initial sales charge on Class A Shares
at the time of purchase for the Funds. The sales charge may be waived or
reduced for certain investors, which would reduce the expenses for those
investors.
(2) A contingent deferred sales charge of up to 1.00% may be imposed on certain
redemptions of Class A Shares bought without an initial sales charge and
then redeemed within 12 months of purchase. The contingent deferred sales
charge is not reflected in the example.
(3) A contingent deferred sales charge of 1.00% applies on Class C Shares
redeemed within 12 months of purchase. The contingent deferred sales charge
may be waived for certain investors, as described in the Shareholder's
Guide (attached hereto as Appendix C).
(4) Contingent deferred sales charge is not applicable.
COMPARISON OF FUND PERFORMANCE
The following information provides some indication of the risks of
investing in the Funds by showing how each Fund's actual performance has varied
over time. The bar charts depict the change in performance from year to year
during the periods indicated. The bar chart figures do not include any
applicable sales charges that an investor may pay when they buy or sell shares
of a Fund. If sales charges were included, the returns would be lower. 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 any fees or
expenses). Each Fund's performance is compared to the Russell 2000(R) Value
Index. After the Reorganization, it is expected that Small Cap Value Fund will
continue to compare its performance to the Russell 2000(R) Value Index. The
index is not actively managed and is not available for direct investment. All
figures assume reinvestment of dividends and distributions. 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.
SMALL COMPANY VALUE FUND - CLASS S
Annual returns for periods ended 12/31
43.20% 17.23% 5.88% 22.20% (5.27)% (33.76)%
2003 2004 2005 2006 2007 2008
Best Quarter: Worst Quarter:
The Fund's year-to-date return as of the calendar quarter ended [_____].
SMALL CAP VALUE FUND - INVESTOR SHARES
Annual returns for periods ended 12/31
14.31% 26.82% 20.05% (15.59)% 36.78% 13.57% 8.90% 12.37% 2.97% (21.79)%
1999 2000 2001 2002 2003 2004 2005 2006 2007 2008
Best Quarter: Worst Quarter:
The Fund's year-to-date return as of the calendar quarter ended [_____].
18
AVERAGE ANNUAL TOTAL RETURNS (%) AS OF 12/31/08
Since
1 Year(1) 5 Years 10 Years Inception(2)
--------- ------- -------- ------------
SMALL COMPANY VALUE FUND
Class S Shares(3)
Return Before Taxes (33.76)% (0.98)% N/A 2.29%
Return After Taxes on Distributions (34.01)% (1.66)% N/A 1.74%
Return After Taxes on Distributions and
Sale of Fund Shares(4) (21.63)% (0.77)% N/A 2.01%
Class A Shares(5)
Return Before Taxes(6) (37.47)% (2.04)% N/A 1.38%
Class C Shares(7)
Return Before Taxes (34.79)% (1.47)% N/A 1.86%
Class I Shares(8)
Return Before Taxes (33.44)% (0.70)% N/A 2.29%
Class R Shares(5)
Return Before Taxes (33.94)% (1.34)% N/A 1.84%
Russell 2000(R) Value Index(9)
(reflects no deduction for expenses, fees,
or taxes) (28.92)% 0.27% N/A 2.69%
SMALL CAP VALUE FUND
Investor Shares(10)
Return Before Taxes (21.79)% 2.28% 8.44% N/A
Return After Taxes on Distributions (23.28)% (0.47)% 6.23% N/A
Return After Taxes on Distributions and
Sale of Fund Shares(4) (12.60)% 1.75% 6.88% N/A
Institutional Shares(11)
Return Before Taxes (21.63)% 2.49% 8.72% N/A
Russell 2000(R) Value Index(9)
(reflects no deduction for expenses, fees,
or taxes) (28.92)% 0.27% 6.11% N/A
----------
(1) Calculated to include contingent deferred sales charge applicable to Class
C Shares.
(2) The inception date for the predecessor fund of Small Company Value Fund is
March 28, 2002.
(3) Class S Shares (formerly named Class I Shares) of the Fund commenced
operations on April 21, 2003, after the reorganization of Berger Small Cap
Value Fund II - Investor Shares (the "predecessor fund") into the Fund. The
returns for the Fund reflect the performance of the Investor Shares of the
predecessor fund prior to the reorganization. The performance information
provided for periods prior to April 21, 2003 is for the predecessor fund.
The performance shown for certain periods prior to the Fund's commencement
of Class S Shares was calculated using the fees and expenses of Class S
Shares, without the effect of any fee and expense limitations or waivers.
The performance shown for periods following the Fund's commencement of
Class S Shares reflects the fees and expenses of Class S Shares, net of any
fee and expense limitations or waivers.
(4) If a Fund incurs a loss, which generates a tax benefit, the Return After
Taxes on Distributions and Sale of Fund shares may exceed the Fund's other
return figures.
(5) Class A and Class R Shares of the Fund commenced operations on September
30, 2004. The performance shown for Class A and Class R Shares reflect the
performance of each class from September 30, 2004 to December 31, 2008, the
performance of the Fund's Class S Shares from April 21, 2003 to September
30, 2004, and the historical performance of other classes of shares and the
predecessor fund for periods prior to April 21, 2003. The performance shown
for certain periods prior to the Fund's commencement of Class A and Class R
Shares was calculated using the fees and expenses of Class A and Class R
Shares, respectively, without the effect of any fee and expense limitations
or waivers. The performance shown for periods following the Fund's
commencement of Class A and Class R Shares reflects the fees and expenses
of Class A and Class R Shares, respectively, net of any fee and expense
limitations or waivers.
(6) Calculated assuming maximum permitted sales loads.
(7) Class C Shares of the Fund commenced operations on April 21, 2003. The
performance shown for Class C Shares reflects the performance of the Fund's
Class C Shares from April 21, 2003 to December 31, 2008, and the historical
performance of the predecessor fund for the periods prior to April 21,
2003. The performance shown for certain periods prior to the Fund's
commencement of Class C Shares was calculated using the fees and expenses
of Class C Shares, without the effect of any fee and expense limitations or
waivers. The performance shown for periods following the Fund's
commencement of Class C Shares reflects the fees and expenses of Class C
Shares, net of any fee and expense limitations or waivers.
(8) Class I Shares of the Fund commenced operations on November 28, 2005. The
performance shown for Class I Shares reflects the performance of the Fund's
Class I Shares from November 28, 2005 to December 31, 2008, the performance
of the Fund's Class S Shares from April 21, 2003 to November 28, 2005, and
the historical performance of the predecessor fund for periods prior to
April 21, 2003. The performance shown for certain periods prior to the
Fund's commencement of Class I Shares was calculated using the fees and
expenses of Class I Shares, without the effect of any fee and expense
limitations or waivers. The performance shown for periods following the
Fund's commencement of Class I Shares reflects the fees and expenses of
Class I Shares, net of any fee and expense limitations or waivers.
(9) The Russell 2000(R) Value Index measures the performance of those Russell
2000(R) companies with lower price-to-book ratios and lower forecasted
growth values.
(10) Pursuant to a tax-free reorganization on April 21, 2003, all of the assets
of Berger Small Cap Value Fund - Investor Shares were transferred to Small
Cap Value Fund - Investor Shares. Berger Small Cap Value Fund - Investor
Shares commenced operations on February 14, 1997. The
19
performance information shown prior to April 21, 2003 is for Berger Small
Cap Value Fund - Investor Shares, the predecessor to Perkins Small Cap
Value Fund - Investor Shares.
(11) Pursuant to a tax-free reorganization on April 21, 2003, all of the assets
of Berger Small Cap Value Fund - Institutional Shares were transferred to
Small Cap Value Fund - Institutional Shares. Berger Small Cap Value Fund
-Institutionalr Shares commenced operations on February 14, 1997. The
performance information shown prior to April 21, 2003 is for Berger Small
Cap Value Fund - Institutional Shares, the predecessor to Perkins Small Cap
Value Fund - Institutional Shares.
After-tax returns are calculated using the historically highest individual
federal marginal income tax rates and do not reflect the impact of state and
local taxes. Actual after-tax returns depend on your individual tax situation
and may differ from those shown in the preceding table. The after-tax return
information shown above does not apply to Fund shares held through a
tax-deferred account, such as a 401(k) plan or IRA.
Current performance may be higher or lower than the performance data shown
above. For more recent performance information, visit Janus' website at
www.janus.com/info.
DISTRIBUTION AND PURCHASE PROCEDURES, EXCHANGE RIGHTS, AND REDEMPTION PROCEDURES
Class A, C, I, R and S Shares of Small Cap Value Fund will have
substantially similar class characteristics as the Class A, C, I, R and S Shares
of Small Company Value Fund, respectively. Small Cap Value Fund currently does
not offer Class A, C, I, R and S Shares. Upon consummation of the
Reorganization, shares of these classes of Small Cap Value Fund will be
established prior to the Closing Date to correspond with shares of Small Company
Value 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 Small Company Value Fund and Small Cap Value
Fund, and Janus Distributors LLC ("Janus Distributors") is the distributor of
each Fund. In addition, the custodian, State Street Bank and Trust Company, and
transfer agent, Janus Services LLC, are the same for both Funds. After the
Reorganization, Small Cap Value Fund will have purchase, exchange, and
redemption procedures for Class A, C, I, R and S Shares that are the same or
similar to those of the corresponding share classes in Small Company Value Fund.
Prior to the Reorganization, the JIF Trust will adopt a new plan pursuant to
Rule 18f-3 under the 1940 Act which will make the share class characteristics of
the JIF Trust substantially similar to the share class characteristics of the
JAD Trust. Therefore, it is expected that shareholders of Small Company Value
Fund will continue to be subject to the same procedures and receive the same
services as shareholders of Small Cap Value Fund, as they currently do as
shareholders of Small Company Value Fund.
CALCULATION OF NET ASSET VALUE
The Funds each calculate their respective net asset value per share ("NAV")
once each business day at the close of the regular trading session of the New
York Stock Exchange (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 Small Company Value
Fund's Prospectus, which is incorporated by reference herein, and in Appendix C.
FREQUENT PURCHASES AND REDEMPTIONS
A detailed description of the Funds' policies with respect to frequent
trading of Fund shares is available in the "Excessive Trading" section of Small
Company Value Fund's Prospectus, which is incorporated by reference herein, and
in Appendix C.
TAXES
A detailed description of the tax consequences of buying, holding,
exchanging and selling the Funds' shares is available in the "Taxes" section of
Small Company Value Fund's Prospectus, which is incorporated by reference
herein, and in Appendix C.
20
DISTRIBUTION ARRANGEMENTS
A detailed description of the Funds' distribution arrangements is available
in the "Distribution, Servicing, and Administrative Fees" section of Small
Company Value Fund's Prospectus, which is incorporated by reference herein, and
in Appendix C.
THE REORGANIZATION
THE PLAN
The Plan sets forth the terms and conditions under which the Reorganization
will be implemented. Significant provisions of the Plan are summarized below;
however, this summary is qualified in its entirety by reference to the Plan,
which is attached hereto as Appendix A.
The Plan contemplates: (i) Small Cap Value Fund's acquisition of all or
substantially all of the assets of Small Company Value Fund in exchange solely
for shares of Small Cap Value Fund and the assumption by Small Cap Value Fund of
all of Small Company Value Fund's liabilities, if any, as of the Closing Date;
(ii) the distribution on the Closing Date of those shares to the shareholders of
Small Company Value Fund; and (iii) the complete liquidation of Small Company
Value Fund.
The value of Small Company Value Fund's assets to be acquired and the
amount of its liabilities to be assumed by Small Cap Value Fund and the NAV of a
share of Small Company Value 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 Small Company Value Fund of distributions, if any, on the Closing
Date, and will be determined in accordance with the valuation methodologies
described in Small Company Value 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, Small Company Value Fund
will distribute pro rata to its shareholders of record the shares of Small Cap
Value Fund it receives in the Reorganization, so that each shareholder of Small
Company Value Fund will receive a number of full and fractional shares of Small
Cap Value Fund equal in value to his or her holdings in Small Company Value
Fund, and Small Company Value Fund will be liquidated.
Such distribution will be accomplished by opening accounts on the books of
Small Cap Value Fund in the names of Small Company Value Fund shareholders and
by transferring thereto the shares of Small Cap Value Fund previously credited
to the account of Small Company Value Fund on those books. Each shareholder
account shall be credited with the pro rata number of Small Cap Value Fund's
shares due to that shareholder. All issued and outstanding shares of Small
Company Value Fund will simultaneously be canceled on the books of the JAD
Trust. Accordingly, immediately after the Reorganization, each former
shareholder of Small Company Value Fund will own shares of Small Cap Value Fund
that will be equal to the value of that shareholder's shares of Small Company
Value 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 they determine that the Reorganization is not in the best interests
of the Funds. Please review the Plan carefully.
REASONS FOR THE REORGANIZATION
The Reorganization is part of some significant enhancements Janus Capital
has recently undertaken to reorganize and simplify its mutual fund platform.
Janus Capital believes that these 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
21
that have the same or substantially similar investment objectives, strategies,
policies and risks. These reorganizations will create one mutual fund platform
with multi-share class pricing intended to meet the needs of all investors.
Through the reorganizations, shareholders are expected to benefit from the
following:
- The reorganizations provide Janus fund shareholders with the
opportunity to continue to invest in a Janus mutual fund offering the
same or substantially similar investment objectives, strategies,
policies and risks, and with the same adviser and subadviser, 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 Small Cap Value Fund should not
realize a tax gain or loss as a direct result of the Reorganization.
Janus Capital met with the Trustees, all of whom are not "interested
persons" (as defined in the 1940 Act ("Independent Trustees"), counsel to the
Funds and counsel to the Independent Trustees on September 5, 2008, October 2,
2008, February 25, 2009 and March 11-12, 2009 to discuss Janus Capital's
proposal to reorganize the Funds. At each 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 Small Cap Value
Fund and Small Company Value Fund and (2) the Plan should be approved by the
Trustees. In making these determinations, the Trustees considered the following
factors, among others:
(1) The Reorganization is part of a larger strategic repositioning of
Janus Capital's distribution model for Janus mutual funds that is
designed to offer certain potential benefits to Fund shareholders that
are not currently available, including a more diverse Fund shareholder
base, the potential for a more stable level of Fund assets, and access
to a wider-range of Janus funds with differing investment strategies.
(2) The current conditions and trends in the securities markets and
related trends in the investment management business, and their
current and potential impact on Janus Capital, the JAD Trust and Fund
shareholders.
(3) Small Company Value Fund has the same investment objective and
substantially similar strategies, policies and risks as Small Cap
Value Fund and the Funds are both subadvised by Perkins.
(4) The historical performance of each Fund.
(5) Shareholders of Small Company Value 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) Application of a 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 Russell 2000(R) Value Index, which is the Funds'
benchmark.
(8) The expense limitation agreements applicable to each Fund which, after
giving effect to fee waivers after the Reorganization, may result in
current Small Cap Value Fund shareholders paying lower fees in the
short-term, and provides greater longer term certainty with respect to
total expense ratios.
22
(9) The benefits of the Reorganization to Janus Capital and its
affiliates, including, among other things, that Janus Capital should
derive greater efficiency, in terms of portfolio management and
operations, by managing a single fund rather than two separate funds
with substantially the same investment objective, strategies, policies
and risks.
(10) The Reorganization would not dilute the interests of either Fund's
current shareholders.
(11) The impact of the Reorganization on the ability of Small Company Value
Fund to benefit from using a portion of the realized capital losses
generated by Small Cap Value Fund and Small Company Value 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) Small Cap Value Fund's shareholders will not pay any of the costs of
the Reorganization, and immediately after the Reorganization, the full
and fractional value of their shares in Small Company Value Fund will
be the same as the value of their Small Cap Value Fund holdings
immediately prior to the Reorganization.
Based on these considerations, among others, the Boards of Trustees of the
JAD Trust and JIF Trust concluded that: (1) the Reorganization is in the best
interests of Small Cap Value Fund and Small Company Value 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 Small
Company Value Fund solely in exchange for shares of Small Cap Value
Fund and the assumption by Small Cap Value Fund of all liabilities of
Small Company Value Fund, and the distribution of such shares to the
shareholders of Small Company Value Fund, will constitute a
"reorganization" within the meaning of Section 368(a) of the Code;
- no gain or loss will be recognized by Small Company Value Fund on the
transfer of the assets of Small Company Value Fund to Small Cap Value
Fund in exchange for Small Cap Value Fund shares and the assumption by
Small Cap Value Fund of all liabilities of Small Company Value Fund or
upon the distribution of Small Cap Value Fund shares to Small Company
Value Fund shareholders in exchange for their shares of Small Company
Value Fund;
- the tax basis of Small Company Value Fund's assets acquired by Small
Cap Value Fund will be the same to Small Cap Value Fund as the tax
basis of such assets to Small Company Value Fund immediately prior to
the Reorganization, and the holding period of the assets of Small
Company Value Fund in the hands of Small Cap Value Fund will include
the period during which those assets were held by Small Company Value
Fund;
- no gain or loss will be recognized by Small Cap Value Fund upon the
receipt of the assets of Small Company Value Fund solely in exchange
for Small Cap Value Fund shares and the assumption by Small Cap Value
Fund of all liabilities of Small Company Value Fund;
- no gain or loss will be recognized by shareholders of Small Company
Value Fund upon the receipt of Small Cap Value Fund shares by such
shareholders, provided such shareholders receive solely Small Cap
Value Fund shares (including fractional shares) in exchange for their
Small Company Value Fund shares; and
- the aggregate tax basis of Small Cap Value Fund shares, including any
fractional shares, received by each shareholder of Small Company Value
Fund pursuant to the Reorganization will be the same as the aggregate
tax basis of Small Company Value Fund shares held by such shareholder
immediately prior to the Reorganization, and the holding period of
Small Cap Value Fund shares, including fractional shares, to be
received by each shareholder of Small Company Value Fund will include
the period during which Small Company Value Fund shares exchanged
therefor were held by such shareholder (provided that Small
23
Company Value 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 Small Company Value Fund in exchange for Small Cap
Value Fund shares and the assumption by Small Cap Value Fund of all liabilities
of Small Company Value Fund does not constitute a tax-free reorganization, each
Small Company Value Fund shareholder generally will recognize a gain or loss
equal to the difference between the value of Small Cap Value Fund shares such
shareholder acquires and the tax basis of such shareholder's Small Company Value
Fund shares.
Prior to the Closing Date, Small Company Value Fund may pay to its
shareholders a cash distribution consisting of any undistributed investment
company taxable income and/or any undistributed realized net capital gains,
including any gains realized from any sales of assets prior to the Closing Date,
which may be attributable to portfolio transitioning. This distribution would be
taxable to shareholders that are subject to tax.
Shareholders of Small Company Value Fund should consult their tax advisers
regarding the effect, if any, of the Reorganization in light of their individual
circumstances. Since the foregoing discussion relates only to the federal income
tax consequences of the Reorganization, shareholders of Small Company Value Fund
should also consult tax advisers as to state and local tax consequences, if any,
of the Reorganization.
As of July 31, 2008 and October 31, 2008, Small Company Value Fund and
Small Cap Value Fund, respectively, did not have any accumulated capital loss
carryforwards. The final amount of the accumulated capital loss carryforwards
for Small Company Value Fund and Small Cap Value Fund is subject to change and
will not be determined until the time of the Reorganization. After and as a
result of the Reorganization, these accumulated capital loss carryforwards, if
any, may in part be subject to limitations under applicable tax laws. As a
result, Small Cap Value Fund may not be able to use some or all of these losses,
if any, as quickly as each Fund may have used these losses in the absence of the
Reorganization, and part of these losses may not be useable at all. The Boards
of Trustees of the JAD Trust and JIF Trust took this factor into account in
concluding that the Reorganization would be in the best interests of the Funds
and their shareholders.
CAPITALIZATION
The following table shows, on an unaudited basis, the capitalization as of
October 31, 2008 for Small Company Value Fund and Small Cap Value Fund, as well
as pro forma capitalization giving effect to the Reorganization:
Small Cap Value
Fund (pro forma
Small Company Small Cap Value after
Value Fund(1) Fund(2) Adjustments Reorganization)(2)
------------- --------------- ----------- ------------------
CLASS A
Net Assets N/A
Net Asset Value Per Share N/A
Shares Outstanding N/A
CLASS C
Net Assets N/A
Net Asset Value Per Share N/A
Shares Outstanding N/A
CLASS I
Net Assets N/A
Net Asset Value Per Share N/A
Shares Outstanding N/A
CLASS R
Net Assets N/A
Net Asset Value Per Share N/A
Shares Outstanding N/A
CLASS S
24
Net Assets N/A
Net Asset Value Per Share N/A
Shares Outstanding N/A
INVESTOR SHARES
Net Assets N/A
Net Asset Value Per Share N/A
Shares Outstanding N/A
INSTITUTIONAL SHARES
Net Assets N/A
Net Asset Value Per Share N/A
Shares Outstanding N/A
----------
(1) Small Company Value Fund currently offers Class A, C, I, R and S Shares.
(2) Small Cap Value Fund currently offers Institutional Shares and Investor
Shares. Upon the consummation of the Reorganization, Class A, C, I, R and S
Shares of Small Cap Value Fund will be established with substantially the
same class characteristics as the Class A, C, I, R and S Shares of Small
Company Value 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. Perkins is responsible for the day-to-day
management of each Fund's investment portfolio subject to the general oversight
of Janus Capital. Janus Capital also provides certain administrative and other
services and is responsible for other business affairs of each Fund.
Janus Capital (together with its predecessors) has served as investment
adviser to Janus mutual funds since 1970 and currently serves as investment
adviser to all of the Janus funds, acts as subadviser for a number of
private-label mutual funds, and provides separate account advisory services for
institutional accounts.
Janus Capital furnishes certain administrative, compliance, and accounting
services for the Funds, and may be reimbursed by the Funds for its costs in
providing those services. In addition, employees of Janus Capital and/or its
affiliates serve as officers of the JIF Trust and the JAD Trust, and Janus
Capital provides office space for the Funds and pays all or a portion of the
salaries, fees, and expenses of all Fund officers (with some shared expenses
with the Funds of compensation payable to the Funds' Chief Compliance Officer
and compliance staff) and those Trustees who are considered interested persons
of Janus Capital. As of the date of this Prospectus/Information Statement, none
of the members of the Board of Trustees are "affiliated persons" of Janus
Capital as that term is defined by the Investment Company Act of 1940, as
amended.
From its own assets, Janus Capital or its affiliates may pay fees to
selected brokerage firms or other financial intermediaries that sell shares of
the Janus funds for distribution, marketing, promotional, or related services.
Such payments may be based on gross sales, assets under management, or
transactional charges, or on a combination of these factors. The amount of these
payments is determined from time to time by Janus Capital, may be substantial,
and may differ for different financial intermediaries. Payments based primarily
on sales create an incentive to make new sales of shares, while payments based
on assets create an incentive to retain previously sold shares. Sales- and
asset-based payments currently range up to 25 basis points on sales and up to 20
basis points on average annual net assets of shares held through the
intermediary and are subject to change. Payments based on transactional charges
may include the payment or reimbursement of all or a portion of "ticket
charges." Ticket charges are fees charged to salespersons purchasing through a
financial intermediary firm in connection with mutual fund purchases,
redemptions, or exchanges. The payment or reimbursement of ticket charges
creates an incentive for salespersons of an intermediary to sell shares of Janus
funds over shares of funds for which there is lesser or no payment or
reimbursement of any applicable ticket charge. Janus Capital and its affiliates
consider a number of factors in making payments to financial intermediaries,
including the distribution capabilities of the intermediary, the overall quality
of the relationship, expected gross and/or net sales generated by the
relationship, redemption and retention rates of assets held through the
intermediary, the willingness of the intermediary to cooperate with Janus
Capital's marketing efforts, access to sales personnel, and the anticipated
profitability of sales through the institutional relationship. These factors may
change from time to time. Currently, these payments are limited to the top 100
distributors (measured by sales or expected sales of shares of the Janus funds).
25
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 annual fixed investment advisory
fee rate that is calculated daily and paid monthly. Effective January 1, 2009,
each Fund adopted a performance-based investment advisory fee structure that
will begin to adjust the base fee rate up or down beginning January 1, 2010 as
described further below and earlier herein. Each Fund's advisory agreement
details the investment advisory fee and other expenses that the Funds must pay.
Janus Capital pays Perkins, the Funds' subadviser, a subadvisory fee from its
investment advisory fee for managing the Funds.
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 contractual investment advisory base fee rate (expressed as an annual
rate), as well as the actual investment advisory fee rate paid by each Fund to
Janus Capital (net of fee waivers, if applicable). Under the current advisory
agreement with Janus Capital and the subadvisory agreement with Perkins, the
Fund paid management fees to Janus Capital and Perkins. The investment advisory
fee rate is aggregated to include all investment advisory and subadvisory fees
paid by a Fund.
Each Fund pays an investment advisory fee rate that, beginning January
2010, may adjust up or down based on each Fund's performance relative to the
cumulative investment record of its benchmark index, the Russell 2000(R) Value
Index. The third column in the table below shows the performance hurdle for
outperformance or underperformance during the measurement period relative to
each Fund's benchmark index. The fourth column shows the performance adjusted
investment advisory fee rate, which is equal to the Fund's base fee rate plus or
minus the performance adjustment over its respective period. 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
26
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 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 ADVISORY
BASE FEE BENCHMARK INDEX FEE
-------- ---------------------- --------------------------
SMALL COMPANY VALUE FUND 0.74% +/-4.5% 0.43%(1)(2)
SMALL CAP VALUE FUND 0.72% +/-5.5% 0.72%(3)
----------
(1) For the fiscal year ended July 31, 2008. This fee reflects fees waived by
Janus Capital but does not reflect the application of any performance
adjustment to the advisory fee rate since that adjustment is not effective
until January 2010.
(2) Janus Capital has agreed to limit the Fund's total operating expenses
(excluding the distribution and shareholder servicing fees (applicable to
Class A, Class C, Class R and Class S Shares), administrative services fee
(applicable to Class R and Class S Shares) and brokerage commissions,
interest, dividends, taxes, and extraordinary expenses including, but not
limited to, acquired fund fees and expenses) to a certain level until at
least December 1, 2009. Application of the expense waiver and its effect on
annual fund operating expenses is reflected, when applicable, in the Annual
Fund Operating Expenses table in the "Fees and Expenses" section of this
Prospectus/Information Statement, and additional information is included
under "Expense Limitations." The waiver and any applicable performance
adjustment are not reflected in the contractual fee rate shown. Any
applicable Performance Adjustment will begin January 1, 2010 for the Fund.
(3) Actual Investment Advisory Fee is for the fiscal year ended, October 31,
2008. Any applicable Performance Adjustment will begin January 1, 2010 for
the Fund.
Each Fund's investment advisory fee is determined by calculating a base fee
(shown in the previous table) and applying a performance adjustment (described
in further detail below). The performance adjustment either increases or
decreases the base fee depending on how well each Fund has performed relative to
the cumulative performance of the Russell 2000(R) Value Index. The calculation
of the performance adjustment for each Fund is applied as follows:
Investment Advisory Fee = Base Fee +/- Performance Adjustment
The investment advisory fee rate paid to Janus Capital by each Fund in the
table above consists of two components: (i) a base fee calculated by applying
the contractual fixed rate of the advisory fee to the Fund's average daily net
assets during the previous month ("Base Fee"), 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. Any applicable Performance
Adjustment will begin January 2010 for each Fund.
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 Small Company Value Fund's Load-Waived Class
A Shares and the investment performance of Small Cap Value Fund's Investor
Shares ("Investor Shares") for the performance measurement period are used to
calculate each respective Fund's Performance Adjustment. After Janus Capital
27
determines whether a particular Fund's performance was above or below its
benchmark index, by comparing the investment performance of Small Company Value
Fund's Load-Waived Class A Shares or the investment performance of Small Cap
Value Fund's Investor Shares 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 of shares of the Fund. 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, Small Cap Value Fund will
calculate its Performance Adjustment by comparing the performance of the new
Load-Waived Class A Shares against the investment record of its benchmark index.
For the period from January 1, 2009 to the closing date of the Reorganization,
Investor Shares will be used for comparing the Small Cap Value Fund's
performance and calculating the performance fee.
The basis for the Trustees' approval of the current investment advisory
agreement for Small Cap Value Fund is contained in Small Cap Value Fund's
unaudited Semiannual Report to shareholders dated April 30, 2008. The basis for
the Trustees' approval of the current investment advisory agreement for Small
Company Value Fund is contained in Small Company Value Fund's unaudited
Semiannual Report to shareholders dated January 31, 2009.
ADMINISTRATIVE SERVICES FEES
As noted above, upon the consummation of the Reorganization, Class A, C, I,
R and S Shares of Small Cap Value Fund will be established with substantially
the same class characteristics as the Class A, C, I, R and S Shares of Small
Company Value Fund, respectively. There will be no change in the terms of
administrative services fees paid by shareholders of Class A, C, I, R and S
Shares after the Reorganization.
Janus Services LLC, the transfer agent of the JAD Trust and the JIF Trust,
receives an administrative services fee at an annual rate of up to 0.25% of the
average daily net assets of Class R and Class S Shares of each Fund for
providing, or arranging for the provision of, recordkeeping, subaccounting, and
other administrative services to investors. Janus Services LLC expects to use
all or a significant portion of this fee to compensate retirement plan service
providers, broker-dealers, bank trust departments, financial advisers, and other
financial intermediaries for providing these services to their customers who
invest in the Funds.
With respect to transactions in or for administrative services provided to
Class A, C and 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, C and 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
Perkins Investment Management LLC ("Perkins") (formerly named Perkins,
Wolf, McDonnell and Company, LLC) serves as subadviser to each Fund. Perkins
(together with its predecessors), 311 S. Wacker Drive, Suite 6000, Chicago,
Illinois 60606, has been in the investment management business since 1984 and
provides day-to-day management of each Fund's portfolio operations, as well as
other mutual funds and separate accounts. Janus Capital owns approximately 78%
of Perkins.
INVESTMENT PERSONNEL
Co-Portfolio Managers Robert H. Perkins, Todd H. Perkins, and Justin Tugman
are responsible for the day-to-day management of the Fund, with no limitation on
the authority of one co-portfolio manager in relation to the others.
ROBERT H. PERKINS is Co-Portfolio Manager of Small Company Value Fund since
March 2009 and Small Cap Value Fund, which he co-managed the Fund's predecessor
since its inceptions in 1985 He is also Portfolio Manager of other Janus
accounts. Mr. Perkins has been a portfolio manager since 1970 and serves as a
director of Perkins. He holds a Bachelor of Science degree in Business from
Miami University.
28
TODD H. PERKINS is Co-Portfolio Manager of Small Company Value Fund since
March 2009 and Small Cap Value Fund since February 2004. He is also Portfolio
Manager of other Janus accounts. He joined Perkins in 1998 as head trader and
research analyst. Mr. Perkins holds a Bachelor of Arts degree in Communications
from DePaul University.
JUSTIN TUGMAN, CFA, is Co-Portfolio Manager of Small Company Value Fund and
Small Cap Value Fund, which he has co-managed since March 2009. Mr. Tugman
joined Perkins in June 2004 as a research analyst. Mr. Tugman holds a Bachelor
of Science degree in Finance from the University of Wyoming and a Master's
degree in Finance from Tulane University. Mr. Tugman holds the Chartered
Financial Analyst designation.
Small Company Value Fund's Statement of Additional Information dated
November 28, 2008 and Small Cap Value Fund's Statement of Additional Information
dated February 27, 2009, 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
Small Cap Value Fund is a series of the JIF Trust, a Massachusetts business
trust governed by Massachusetts law. Small Cap Value 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 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.
29
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 SMALL COMPANY VALUE FUND AND SMALL CAP VALUE
FUND SHAREHOLDERS
Small Company Value Fund is organized as a separate series of the JAD
Trust, a Delaware statutory trust, and is governed by an Amended and Restated
Trust Instrument ("JAD Trust Instrument") and JAD Bylaws. Small Cap Value 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.
SMALL COMPANY VALUE FUND SMALL CAP VALUE FUND
------------------------------------------ -----------------------------------------
Any Trustee may be removed at any meeting Any Trustee may be removed by a vote of
of the shareholders by a vote of at least at least two-thirds of the shareholders
two-thirds of the outstanding shares of of the JIF Trust at a meeting called for
the JAD Trust. the purpose, or by a written declaration
signed by at least two-thirds of the
shareholders and filed with the Trust's
custodian.
No requirement exists that shareholders Shareholders of the relevant series or
receive notification of the liquidation class thereof must be notified prior to
of any particular series or class giving effect to any authorization for
thereof. the liquidation of any particular series
or class.
No shareholder shall be personally bound As previously noted, under Massachusetts
and no payment demand made on any law, shareholders of a Massachusetts
shareholder except as agreed to by the business trust could, under certain
shareholder. Shareholders shall have the circumstances, be held liable for the
same limitation of personal liability as obligations of their fund. However, the
is extended to shareholders of a private JIF Trust Instrument provides that no
corporation for profit incorporated in shareholder shall be personally bound and
the State of Delaware. no payment demand made on any shareholder
except as agreed to by the shareholder.
The Trustees may not change outstanding No provision prevents the Trustees from
shares in a manner materially adverse to changing outstanding shares in a manner
the shareholders. materially adverse to the shareholders.
There is no provision related to Any dividend or distribution paid in
dividends or distributions paid in shares will be paid at the net asset
shares. value of the shares.
Shareholders do not have the power to Shareholders have the power to vote to
vote on whether or not a court action, the same extent as shareholders of a
proceeding or claim should or should not Massachusetts business corporation as to
be brought or maintained derivatively or whether a court action, proceeding or
as a class action on behalf of the Trust claim should be brought or maintained
or any series thereof or the shareholders. derivatively or as a class action on
behalf of the Trust or any series
thereof.
30
A shareholder is entitled to one vote for A shareholder is entitled to one vote for
each whole share held (and fractional each dollar of net asset value standing
votes for fractional shares held) in such in such shareholder's name on the books
shareholder's name on the books of the of the JIF Trust (and a fractional vote
JAD Trust. for each fractional dollar).
Shareholders shall be entitled to at Shareholders shall be entitled to at
least fifteen days' notice of any least seven days' notice of any
shareholder meetings. shareholder meetings.
The Trustees are required to call a The Trustees are required to promptly
special meeting upon the written request call a special meeting upon the written
of shareholders owning at least request of shareholders holding not less
two-thirds of the outstanding shares of than 10% of the shares then outstanding
such series or class entitled to vote. 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 shareholder meetings is set at thirty
of the outstanding shares or of the percent of the outstanding shares or of
shares entitled to vote either in person the shares entitled to vote either in
or by proxy, unless otherwise required by person or by proxy, unless otherwise
applicable law, the Bylaws or the Trust required by applicable law, the Bylaws or
Instrument. the Trust Instrument.
The Trust, on behalf of the affected In case any shareholder (or former
series, shall, upon request by such shareholder) of any series of the Trust
shareholder, assume the defense of any shall be charged or held to be personally
such claim made against such shareholder liable for any obligation or liability of
for any act or obligation of the series the Trust solely by reason of being or
and satisfy any judgment thereon from the having been a shareholder and not because
assets of the series. 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, A shareholder vote is necessary to
the Trustees may terminate the Trust or terminate the Trust. However, the
any series without obtaining a Trustees may merge, liquidate or
shareholder vote. reorganize any series without seeking
shareholder approval if in accordance
with legal requirements such as the 1940
Act requirements.
No provision is made for shareholder Subject to meeting certain stated
communications. 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 Prior to giving effect to any such
receive prior notice of any authorization of consolidation, merger or
consolidation, merger or transfer. transfer, shareholders of the relevant
series or class must be notified.
31
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 Small Company
Value Fund:
FUND TOTAL NUMBER OF SHARES OUTSTANDING NET ASSETS
---- ---------------------------------- ----------
Small Company Value Fund
- Class A Shares
- Class C Shares
- Class I Shares
- Class R Shares
- Class S Shares
TOTAL
[To the knowledge of Janus Capital, as of ________, 2009, 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 Small Company
Value 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 Small Company Value 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.
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
Small Company Value Fund and Small Cap Value Fund are each subject to the
information requirements of the Securities Exchange Act of 1934, as amended, and
the 1940 Act. In accordance therewith, each files reports and other information
with the SEC. Reports, proxy statements, information statements, registration
statements, and other information may be inspected without charge and copied at
the Public Reference Room maintained by the SEC at: 100 F Street, NE, Room 1580,
Washington, DC 20549 and at the following regional offices of the SEC: 3 World
Financial Center, Room 4300, New York, NY 10281; 801 Brickell Ave., Suite 1800,
Miami, FL 33131; 175 W. Jackson
32
Boulevard, Suite 900, Chicago, IL 60604; 1801 California Street, Suite 1500
Denver, CO 80202-2656; and 5670 Wilshire Boulevard, 11th Floor, Los Angeles, CA
90036-3648. Copies of such materials also may be obtained from the Public
Reference Branch, Office of Consumer Affairs and Information Services,
Securities and Exchange Commission, Washington, D.C. 20549 at prescribed rates.
You can get text only copies, after paying a duplicating fee, by sending an
electronic request by e-mail to publicinfo@sec.gov or by writing to or calling
the Public Reference Room, Washington, D.C. 20549-0102 (1-202-942-8090).
Information on the operation of the Public Reference Room may also be
obtained by calling this number. You may also obtain reports and other
information about the Funds from the Electronic Data Gathering Analysis and
Retrieval (EDGAR) Database on the SEC's website at http://www.sec.gov.
By order of the Board of Trustees,
----------------------------------------
Robin C. Beery
Chief Executive Officer and President of
Janus Adviser Series
33
APPENDIX A
FORM OF AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") is made as of this
[__] day of [__], 200_, by and among Janus Adviser Series, a Delaware statutory
trust (the "JAD Trust"), on behalf of Janus Adviser [ ] Fund, a series of the
JAD Trust (the "Predecessor Fund"), Janus Investment Fund (the "JIF Trust"), a
Massachusetts business trust, on behalf of Janus [ ] Fund a series of the JIF
Trust (the "Successor Fund"), and Janus Capital Management LLC, a Delaware
limited liability company ("JCM").
All references in this Agreement to action taken by the Predecessor Fund or the
Successor Fund shall be deemed to refer to action taken by the JIF Trust or JAD
Trust on behalf of the respective portfolio series.
This Agreement is intended to be and is adopted as a plan of reorganization and
liquidation within the meaning of Section 368(a) of the United States Internal
Revenue Code of 1986, as amended (the "Code"). The reorganization (the
"Reorganization") will consist of the transfer by the Predecessor Fund of all or
substantially all of its assets to the Successor Fund, in exchange solely for
[Class A, Class C, Class I, Class R and Class S] voting shares of beneficial
interest in the Successor Fund (the "Successor Fund Shares") having an aggregate
net asset value equal to the aggregate net asset value of the same class of
shares of the Predecessor Fund, the assumption by the Successor Fund of all the
liabilities of the Predecessor Fund, and the distribution of the [Class A, Class
C, Class I, Class R and Class S] Successor Fund Shares to the shareholders of
the Predecessor Fund in complete liquidation of the Predecessor Fund as provided
herein, all upon the terms and conditions hereinafter set forth in this
Agreement.
WHEREAS, the Board of Trustees of each of the JAD Trust and the JIF Trust has
determined that it is in the best interest of the Predecessor Fund and the
Successor Fund, respectively, that the assets of the Predecessor Fund be
acquired by the Successor Fund pursuant to this Agreement and in accordance with
the applicable statutes of the Commonwealth of Massachusetts and the State of
Delaware, and that the interests of existing shareholders will not be diluted as
a result of this transaction;
WHEREAS, concurrently herewith, the Board of Trustees of each of the JAD Trust
and the JIF Trust are entering into separate Plans of Reorganization which
contemplate the reorganization of certain series of the JAD Trust into existing
series of the JIF Trust (each a "Preexisting Fund Reorganization"); and
WHEREAS, concurrently herewith, the Board of Trustees of each of the JAD Trust
and the JIF Trust are entering into separate Plans of Reorganization which
contemplate the reorganization of certain series of the JAD Trust into newly
created series of the JIF Trust (each a "Shell Reorganization").
NOW, THEREFORE, in consideration of the premises and of the covenants and
agreements hereinafter set forth, the parties hereto covenant and agree as
follows:
1. PLAN OF REORGANIZATION
1.1 Subject to the terms and conditions herein set forth, the JAD Trust shall
(i) transfer all or substantially all of the assets of the Predecessor Fund, as
set forth in paragraph 1.2, to the Successor Fund, (ii) the JIF Trust shall
cause the Successor Fund to deliver to the JAD Trust full and fractional [Class
A, Class C, Class I, Class R and Class S] Successor Fund Shares having an
aggregate net asset value equal to the value of the aggregate net assets of the
same class of shares of the Predecessor Fund as of the close of regular session
trading on the New York Stock Exchange on the Closing Date, as set forth in
paragraph 2.1 (the "Closing Date") and (iii) the JIF Trust shall cause the
Successor Fund to assume all liabilities of the Predecessor Fund, as set forth
in paragraph 1.2. Such transactions shall take place at the closing provided for
in paragraph 2.1 (the "Closing").
1.2 The assets of the Predecessor Fund to be acquired by the Successor Fund
shall consist of all property, including, without limitation, all cash,
securities, commodities and futures interests, and dividends or interest
receivable which are owned by the Predecessor Fund and any deferred or prepaid
expenses shown as an asset on the books of the Predecessor Fund on the Closing
Date. The Successor Fund will assume all of the liabilities, expenses, costs,
charges and reserves of the Predecessor Fund of any kind, whether absolute,
accrued, contingent or otherwise in existence on the Closing Date.
1.3 The Predecessor Fund will distribute pro rata to its shareholders of record
of the applicable classes, determined as of immediately after the close of
business on the Closing Date (the "Current Shareholders"), the [Class A, Class
C,
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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;
A-3
(viii) On the Closing Date, all Federal and other tax returns, dividend
reporting forms, and other tax-related reports of the Successor Fund
required by law to have been filed by such date (including any
extensions) shall have been filed and are or will be correct in all
material respects, and all Federal and other taxes shown as due or
required to be shown as due on said returns and reports shall have
been paid or provision shall have been made for the payment thereof;
and
(ix) For each taxable year of its operation (including the taxable year
which includes the Closing Date), the Successor Fund has met (or will
meet) the requirements of Subchapter M of the Code for qualification
as a regulated investment company, has been (or will be) eligible to
and has computed (or will compute) its federal income tax under
Section 852 of the Code, and has distributed all of its investment
company taxable income and net capital gain (as defined in the Code)
for periods ending prior to the Closing Date.
4. CONDITIONS PRECEDENT
4.1 The obligations of the JAD Trust on behalf of each Predecessor Fund and the
JIF Trust on behalf of each Successor Fund to effectuate the Reorganization
shall be subject to the satisfaction of the following conditions with respect to
such Reorganization:
(i) The JIF Trust shall have filed with the Securities and Exchange
Commission (the "Commission") a registration statement on Form N-14
under the Securities Act of 1933, as amended (the "Securities Act")
and such amendment or amendments thereto as are determined by the
Board of Trustees of the JIF Trust and/or JCM to be necessary and
appropriate to effect the registration of the [Class A, Class C, Class
I, Class R and Class S] Successor Fund Shares (the "Registration
Statement"), and the Registration Statement shall have become
effective, and no stop-order suspending the effectiveness of the
Registration Statement shall have been issued, and no proceeding for
that purpose shall have been initiated or threatened by the Commission
(and not withdrawn or terminated);
(ii) The applicable [Class A, Class C, Class I, Class R and Class S]
Successor Fund Shares shall have been duly qualified for offering to
the public in all states in which such qualification is required for
consummation of the transactions contemplated hereunder;
(iii) All representations and warranties of the JAD Trust on behalf of the
Predecessor Fund contained in this Agreement shall be true and correct
in all material respects as of the date hereof and as of the Closing,
with the same force and effect as if then made, and the JIF Trust on
behalf of the Successor Fund shall have received a certificate of an
officer of the JAD Trust acting on behalf of the Predecessor Fund to
that effect in form and substance reasonably satisfactory to the JIF
Trust on behalf of the Successor Fund;
(iv) All representations and warranties of the JIF Trust on behalf of the
Successor Fund contained in this Agreement shall be true and correct
in all material respects as of the date hereof and as of the 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
A-4
fiscal year to 4:00 p.m. New York Time on the Closing; and (ii) any
undistributed investment company taxable income and net realized
capital gains from any period to the extent not otherwise already
distributed; and
(vii) The conditions precedent to (A) each of the Preexisting Fund
Reorganizations and (B) each of the Shell Reorganizations shall have
been satisfied, unless the Board of Trustees of the JAD Trust and/or
the JIF Trust shall have waived this condition and deemed it to be in
the best interests of Shareholders of the Predecessor Fund that the
Reorganization should proceed.
5. EXPENSES
All of the expenses and costs of the Reorganization and the transactions
contemplated thereby shall be borne by JCM.
6. ENTIRE AGREEMENT
The JAD Trust agrees on behalf of the Predecessor Fund and the JIF Trust agrees
on behalf of the Successor Fund that this Agreement constitutes the entire
agreement between the parties.
7. TERMINATION
This Agreement and the transactions contemplated hereby may be terminated and
abandoned by resolution of the Board of Trustees of the JIF Trust or the Board
of Trustees of the JAD Trust, at any time prior to the Closing Date, if
circumstances should develop that, in the opinion of the Board of Trustees of
the JIF Trust or the Board of Trustees of the JAD Trust, make proceeding with
the Agreement inadvisable.
8. AMENDMENTS
This agreement may be amended, modified or supplemented in such manner as may be
mutually agreed upon in writing by the parties.
9. NOTICES
Any notice, report, statement or demand required or permitted by any provisions
of this Agreement shall be in writing and shall be given by prepaid telegraph,
telecopy or certified mail addressed to the parties hereto at their principal
place of business.
10. HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT; LIMITATION OF LIABILITY
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.
A-5
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-6
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-7
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
B-3
types of fixed-income securities. Such securities may exhibit price behavior
that does not correlate with other fixed-income securities.
EQUITY SWAPS involve the exchange by two parties of future cash flow (e.g., one
cash flow based on a referenced interest rate and the other based on the
performance of stock or a stock index).
FORWARD CONTRACTS are contracts to purchase or sell a specified amount of a
financial instrument for an agreed upon price at a specified time. Forward
contracts are not currently exchange-traded and are typically negotiated on an
individual basis. A Fund may enter into forward currency contracts for
investment purposes or to hedge against declines in the value of securities
denominated in, or whose value is tied to, a currency other than the U.S. dollar
or to reduce the impact of currency appreciation on purchases of such
securities. It may also enter into forward contracts to purchase or sell
securities or other financial indices.
FUTURES CONTRACTS are contracts that obligate the buyer to receive and the
seller to deliver an instrument or money at a specified price on a specified
date. A Fund may buy and sell futures contracts on foreign currencies,
securities, and financial indices including indices of U.S. Government, foreign
government, equity, or fixed-income securities. A Fund may also buy options on
futures contracts. An option on a futures contract gives the buyer the right,
but not the obligation, to buy or sell a futures contract at a specified price
on or before a specified date. Futures contracts and options on futures are
standardized and traded on designated exchanges.
INDEXED/STRUCTURED SECURITIES are typically short- to intermediate-term debt
securities whose value at maturity or interest rate is linked to currencies,
interest rates, equity securities, indices, commodity prices, or other financial
indicators. Such securities may be positively or negatively indexed (e.g., their
value may increase or decrease if the reference index or instrument
appreciates). Indexed/structured securities may have return characteristics
similar to direct investments in the underlying instruments and may be more
volatile than the underlying instruments. A Fund bears the market risk of an
investment in the underlying instruments, as well as the credit risk of the
issuer.
INTEREST RATE SWAPS involve the exchange by two parties of their respective
commitments to pay or receive interest (e.g., an exchange of floating rate
payments for fixed rate payments).
INVERSE FLOATERS are debt instruments whose interest rate bears an inverse
relationship to the interest rate on another instrument or index. For example,
upon reset, the interest rate payable on the inverse floater may go down when
the underlying index has risen. Certain inverse floaters may have an interest
rate reset mechanism that multiplies the effects of change in the underlying
index. Such mechanism may increase the volatility of the security's market
value.
OPTIONS are the right, but not the obligation, to buy or sell a specified amount
of securities or other assets on or before a fixed date at a predetermined
price. A Fund may purchase and write put and call options on securities,
securities indices, and foreign currencies. A Fund may purchase or write such
options individually or in combination.
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.
B-4
NONDIVERSIFICATION is a classification given to a fund under the 1940 Act. Funds
are classified as either "diversified" or "nondiversified." To be classified as
"diversified" under the 1940 Act, a fund may not, with respect to 75% of its
total assets, invest more than 5% of its total assets in any issuer and may not
own more than 10% of the outstanding voting securities of an issuer. A fund that
is classified under the 1940 Act as "nondiversified," on the other hand, is not
subject to the same restrictions and therefore has the flexibility to take
larger positions in a smaller number of issuers than a fund that is classified
as "diversified." This gives a "nondiversified" fund more flexibility to focus
its investments in companies that the portfolio managers and/or investment
personnel have identified as the most attractive for the investment objective
and strategy of a fund but also may increase the risk of a fund.
REPURCHASE AGREEMENTS involve the purchase of a security by a Fund and a
simultaneous agreement by the seller (generally a bank or dealer) to repurchase
the security from the Fund at a specified date or upon demand. This technique
offers a method of earning income on idle cash. These securities involve the
risk that the seller will fail to repurchase the security, as agreed. In that
case, a Fund will bear the risk of market value fluctuations until the security
can be sold and may encounter delays and incur costs in liquidating the
security.
REVERSE REPURCHASE AGREEMENTS involve the sale of a security by a Fund to
another party (generally a bank or dealer) in return for cash and an agreement
by the Fund to buy the security back at a specified price and time. This
technique will be used primarily to provide cash to satisfy unusually high
redemption requests, or for other temporary or emergency purposes.
SHORT SALES in which a Fund may engage may be either "short sales against the
box" or other short sales. Short sales against the box involve selling short a
security that a Fund owns, or the Fund has the right to obtain the amount of the
security sold short at a specified date in the future. A Fund may also enter
into a short sale to hedge against anticipated declines in the market price of a
security or to reduce portfolio volatility. If the value of a security sold
short increases prior to the scheduled delivery date, the Fund loses the
opportunity to participate in the gain. For short sales, the Fund will incur a
loss if the value of a security increases during this period because it will be
paying more for the security than it has received from the purchaser in the
short sale. If the price declines during this period, a Fund will realize a
short-term capital gain. Although a Fund's potential for gain as a result of a
short sale is limited to the price at which it sold the security short less the
cost of borrowing the security, its potential for loss is theoretically
unlimited because there is no limit to the cost of replacing the borrowed
security.
WHEN-ISSUED, DELAYED DELIVERY, AND FORWARD COMMITMENT TRANSACTIONS generally
involve the purchase of a security with payment and delivery at some time in the
future - i.e., beyond normal settlement. A Fund does not earn interest on such
securities until settlement and bears the risk of market value fluctuations in
between the purchase and settlement dates. New issues of stocks and bonds,
private placements, and U.S. Government securities may be sold in this manner.
B-5
APPENDIX C
SHAREHOLDER'S GUIDE
This Prospectus/Information Statement relates to five separate classes of shares
("Shares"): Class A, Class C, Class I, Class R and Class S of Janus Perkins
Small Cap Value Fund (the "Small Cap Value Fund"), a series of Janus Investment
Fund (the "Trust"). Small Cap Value Fund currently does not offer shares of any
of these classes. However, upon consummation of the reorganization of Janus
Adviser Perkins Small Company Value Fund with and into Small Cap Value Fund (the
"Reorganization"), Small Cap Value Fund will complete the registration of Shares
of these classes pursuant to the Securities Act of 1933, as amended, and the
Investment Company Act of 1940, as amended, and start offering these shares.
Small Cap Value Fund currently only offers two classes of shares, the
Institutional Class and the Investor Class, which are not offered in this
Prospectus/Information Statement. Please refer to Small Cap Value Fund's
prospectuses dated February 27, 2009 (the "Small Cap Value Fund's Prospectuses")
for information about shares of these Classes. You can obtain free copies of
these documents by contacting your broker-dealer, plan sponsor, or financial
intermediary or by calling a Janus representative at 1-877-335-2687. The
information below relates to classes of Small Cap Value Fund as of the date they
are created.
PURCHASE PROCEDURES, EXCHANGE RIGHTS, AND REDEMPTION PROCEDURES
Investors may not purchase, exchange, or redeem Class A, Class C, Class R and
Class S Shares of Small Cap Value Fund directly. Shares may be purchased,
exchanged, or redeemed only through retirement plans, broker- dealers, bank
trust departments, financial advisers, or other financial intermediaries. Class
A and Class C Shares made available through full service broker-dealers are
primarily available only through wrap accounts under which such broker-dealers
impose additional fees for services connected to the wrap account. Class S
Shares are only available to broker-dealers in connection with their customers'
investment in the Shares through (1) retirement plans and (2) asset allocation,
wrap fee, fee-in-lieu of commission, or other discretionary or nondiscretionary
investment advisory programs under which such broker-dealers charge asset-based
fees. This restriction on Class S Shares does not apply to broker-dealers that
had existing agreements to purchase the Shares on behalf of their customers
prior to September 30, 2004. Not all financial intermediaries offer all classes
of shares. CONTACT YOUR FINANCIAL INTERMEDIARY OR REFER TO YOUR PLAN DOCUMENTS
FOR INSTRUCTIONS ON HOW TO PURCHASE, EXCHANGE, OR REDEEM SHARES.
Class I Shares may generally be purchased, exchanged, or redeemed only through
the following types of financial intermediaries and by certain institutional
investors. Class I Shares are offered through financial intermediaries
(including, but not limited to, broker-dealers, retirement plans, bank trust
departments, and financial advisors) who do not require payment from Small Cap
Value 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 Small Cap Value Fund to financial intermediaries for Class I Shares
processed through certain securities clearing systems. Institutional investors
may include, but are not limited to, corporations, retirement plans, public
plans, and foundations/endowments. Class I Shares are not offered directly to
individual investors. Not all financial intermediaries offer all classes of
shares. FOR INSTRUCTIONS ON HOW TO PURCHASE, EXCHANGE, OR REDEEM SHARES, CONTACT
YOUR FINANCIAL INTERMEDIARY, A JANUS REPRESENTATIVE AT [1-800-333-1181], OR
REFER TO YOUR PLAN DOCUMENTS.
With certain limited exceptions, Small Cap Value Fund is available only to U.S.
citizens or residents.
PRICING OF SMALL CAP VALUE FUND SHARES
The per share net asset value ("NAV") for each class is computed by dividing the
total value of assets allocated to the class, less liabilities allocated to that
class, by the total number of outstanding shares of the class. Small Cap Value
Fund's NAV is calculated as of the close of the regular trading session of the
New York Stock Exchange ("NYSE") (normally 4:00 p.m. New York time) each day
that the NYSE is open ("business day"). However, the NAV may be calculated
earlier if trading on the NYSE is restricted, or as permitted by the SEC.
Because foreign securities markets may operate on days that are not business
days in the United States, the value of Small Cap Value Fund's holdings may
change on days that are not business days in the United States and on which you
will not be able to purchase or redeem Small Cap Value Fund's Shares.
The price you pay for purchases of Class A Shares and Class C Shares is the
public offering price, which is the NAV next determined after your order is
received in good order by Small Cap Value Fund or its agent, plus, for Class A
Shares, any applicable initial sales charge. The price you pay to sell Class A
Shares and Class C Shares is also the
C-1
NAV, although a contingent deferred sales charge may be taken out of the
proceeds. All purchases and redemptions of Class I Shares, Class R Shares and
Class S Shares will be duly processed at the NAV next calculated after your
request is received in good order by Small Cap Value Fund or its agent. Your
financial intermediary may charge you a separate or additional fee for
processing purchases and redemptions of Shares. In order to receive a day's
price, your order must be received in good order by Small Cap Value Fund or its
agent by the close of the regular trading session of the NYSE.
Securities held by Small Cap Value Fund are generally valued at market value.
Certain short-term instruments maturing within 60 days or less are valued at
amortized cost, which approximates market value. If a market quotation for a
security is not readily available or is deemed unreliable, or if an event that
is expected to affect the value of the security occurs after the close of the
principal exchange or market on which the security is traded, and before the
close of the NYSE, a fair value of the security (except for short-term
instruments maturing within 60 days or less) will be determined in good faith
under policies and procedures established by and under the supervision of Small
Cap Value Fund's Board of Trustees. Such events include, but are not limited to:
(i) a significant event that may affect the securities of a single issuer, such
as a merger, bankruptcy, or significant issuer-specific development; (ii) an
event that may affect an entire market, such as a natural disaster or
significant governmental action; and (iii) a non-significant event such as a
market closing early or not opening, or a security trading halt. Small Cap Value
Fund may use a systematic fair valuation model provided by an independent
pricing service to value foreign equity securities in order to adjust for stale
pricing, which may occur between the close of certain foreign exchanges and the
close of the NYSE. While fair value pricing may be more commonly used with
foreign equity securities, it may also be used with, among other things,
thinly-traded domestic securities or fixed-income securities.
Due to the subjective nature of fair value pricing, Small Cap Value Fund's value
for a particular security may be different from the last quoted market price.
Fair value pricing may reduce arbitrage activity involving the frequent buying
and selling of mutual fund shares by investors seeking to take advantage of a
perceived lag between a change in the value of Small Cap Value Fund's portfolio
securities and the reflection of such change in Small Cap Value Fund's NAV, as
further described in the "Excessive Trading" section in this Appendix C. While
funds that invest in foreign securities may be at a greater risk for arbitrage
activity, such activity may also arise in funds which do not invest in foreign
securities, for example, when trading in a security held by a fund is halted and
does not resume prior to the time the fund calculates its NAV (referred to as
"stale pricing"). Funds that hold thinly-traded securities, such as certain
small-capitalization securities, may be subject to attempted use of arbitrage
techniques. To the extent that Small Cap Value Fund's valuation of a security is
different from the security's market value, short-term arbitrage traders may
dilute the NAV of Small Cap Value Fund, which negatively impacts long-term
shareholders. Small Cap Value Fund's fair value pricing and excessive trading
policies and procedures may not completely eliminate short-term trading in
certain omnibus accounts and other accounts traded through intermediaries.
The value of the securities of other open-end funds held by Small Cap Value
Fund, if any, will be calculated using the NAV of such underlying funds, and the
prospectuses for such open-end funds explain the circumstances under which they
use fair value pricing and the effects of using fair value pricing.
If you hold Class I Shares in an account through a financial intermediary or
plan sponsor or if you hold Shares of Class A, Class C, Class R or Class S, all
purchases, exchanges, redemptions, or other account activity must be processed
through your financial intermediary or plan sponsor. Your financial intermediary
or plan sponsor is responsible for promptly transmitting purchase, redemption,
and other requests to Small Cap Value Fund under the arrangements made between
your financial intermediary or plan sponsor and its customers. Small Cap Value
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, Small Cap Value Fund will start offering shares of Class A, Class
C, Class I, Class R and Class S. Each class represents an interest in the same
portfolio of investments, but has different charges and expenses, allowing you
to choose the class that best meets your needs. When choosing a share class, you
should consider:
- how much you plan to invest;
- how long you expect to own the shares;
- the expenses paid by each class; and
C-2
- whether you qualify for any reduction or waiver of any sales charges.
You should also consult your financial intermediary about which class is most
suitable for you. The following table summarizes some of the factors you should
consider with respect to each class of shares.*
CLASS A CLASS C CLASS I CLASS R CLASS S
------------------ ---------------- ---------------- --------- ---------------
Initial sales charge Up to 5.75%(1) (2) None None None None
on purchases
Deferred sales charge None except on 1.00% on Shares None None None
(CDSC) certain redeemed within
redemptions of 12 months of
Shares purchased purchase(2)
without an
initial sales
charge(2)
Redemption fee None None None None None
Exchange fee None None None None None
Minimum initial $2,500 for $2,500 for $1 million for $2.500(3) $2,500 for
investment non-retirement non-retirement institutional non-retirement
account; $500 for account; $500 investors; $500 account; $500
certain for certain for tax-deferred for certain
tax-deferred or tax-deferred or accounts and tax-deferred or
UGMA/UTMA accounts UGMA/UTMA $2,500 for other UGMA/UTMA
accounts accounts accounts
Maximum purchase None $500,000 per a None None None
single purchase
Minimum aggregate None None None None None
account balance
12b-1 fee 0.25% 1.00%(4) None 0.50% 0.25%
----------
* Information in this table is qualified in its entirety by reference to more
detailed description in the sections below. Your financial intermediary may
charge you a separate or additional fee for purchases and redemptions of
Shares.
(1) The initial sales charge is reduced for purchases of $50,000 or more and is
waived for purchases of $1 million or more.
(2) May also be waived under certain circumstances.
(3) Investors in a defined contribution plan through a third party
administrator should refer to their plan document or contact their plan
administrator for information regarding account minimums.
(4) Up to 0.75% distribution fee and up to 0.25% shareholder servicing fee.
DISTRIBUTION, SERVICING, AND ADMINISTRATIVE FEES
DISTRIBUTION AND SHAREHOLDER SERVICING PLANS
Under distribution and shareholder servicing plans adopted in accordance with
Rule 12b-1 under the 1940 Act for Class A Shares and Class C Shares (the "Class
A Plan" and "Class C Plan," respectively), Small Cap Value Fund may pay Janus
Distributors LLC, the Trust's distributor ("Janus Distributors"), a fee for the
sale and distribution of Class A Shares and Class C Shares at an annual rate up
to 0.25% and 1.00% of the average daily net assets of Class A Shares and Class C
Shares of Small Cap Value Fund, respectively. Under the Class A and the Class C
Plans, Janus Distributors may pay all or a portion of 12b-1 fees to retirement
plan service providers, broker-dealers, bank trust departments, financial
advisors, and other financial intermediaries, as compensation for distribution
and shareholder account services performed by such entities for their customers
who are investors in Small Cap Value 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 R Shares and Class S Shares (the "Class
R Plan" and "Class S Plan," respectively), Small Cap Value Fund may pay Janus
Distributors a fee for the sale and distribution of Class R Shares and Class S
Shares at an annual rate of up to 0.50% and 0.25% of the average daily net
assets of Class R Shares and Class S Shares of Small Cap Value Fund,
respectively. Under the terms of the Class R and Class S Plans, the Trust is
authorized to make payments to Janus Distributors for remittance to retirement
plan service providers, broker-dealers, bank trust departments, financial
advisors, and other financial intermediaries, as compensation for distribution
and shareholder account services performed by such entities for their customers
who are investors in Small Cap Value Fund.
Financial intermediaries may from time to time be required to meet certain
criteria in order to receive 12b-1 fees. Janus Distributors is entitled to
retain all fees paid under the Class C Plan for the first 12 months on any
investment in Class C Shares to recoup its expenses with respect to the payment
of commissions on sales of Class C Shares. Financial intermediaries will become
eligible for compensation under the Class C Plan beginning in the 13th month
following the purchase of Class C Shares, although Janus Distributors may,
pursuant to a written agreement between Janus Distributors and a particular
financial intermediary, pay such financial intermediary 12b-1 fees prior to the
13th month following the purchase of Class C Shares. Janus Distributors is
entitled to retain some or all fees payable under the Class A, Class C, Class R
and Class S Plans in certain circumstances, including when there is no broker of
record or when certain qualification standards have not been met by the broker
of record. Because 12b-1 fees are paid out of Small Cap Value Fund's assets on
an ongoing basis, over time they will increase the cost of your investment and
may cost you more than paying other types of sales charges.
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 Small Cap Value Fund. Order processing includes the
submission of transactions through the National Securities Clearing Corporation
(NSCC) or similar systems, or those processed on a manual basis with Janus.
These administrative fees are paid by the Shares of Small Cap Value Fund to
Janus Services LLC ("Janus Services"), which uses such fees to reimburse
intermediaries. Because the form and amount charged varies by intermediary, the
amount of the administrative fee borne by 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 Small Cap Value Fund
converts from a networking structure to an omnibus account structure, or
otherwise experiences increased costs, fees borne by the Shares may increase.
ADMINISTRATIVE SERVICES FEE - CLASS R AND CLASS S SHARES
Janus Services, the Trust's transfer agent, receives an administrative services
fee at an annual rate of up to 0.25% of the average daily net assets of Class R
Shares and Class S Shares of Small Cap Value 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
Small Cap Value Fund.
PURCHASES
Purchases of Class A, Class C, Class R or Class S Shares may generally be made
only through institutional channels such as retirement plans, broker-dealers,
and other financial intermediaries. Contact your financial intermediary or refer
to your plan documents for information on how to invest in Small Cap Value Fund,
including additional information on minimum initial or subsequent investment
requirements.
Purchases of Class I Shares may generally be made only through financial
intermediaries and by certain institutional investors. Contact your financial
intermediary, a Janus representative [(1-800-333-1181)], or refer to your plan
documents for information on how to invest in Small Cap Value Fund, including
additional information on minimum initial or subsequent investment requirements.
Your financial intermediary may charge you a separate or additional fee for
purchases of Shares. Only certain financial intermediaries are authorized to
receive purchase orders on Small Cap Value Fund's behalf. As discussed under the
section titled "Reorganization - Other Comparative Information about the Fund -
Investment Adviser" in this
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Prospectus/Information Statement, Janus Capital Management LLC ("Janus
Capital"), Small Cap Value Fund's investment adviser, and its affiliates may
make payments to brokerage firms or other financial intermediaries that were
instrumental in the acquisition or retention of shareholders for Small Cap Value
Fund or that provide services in connection with investments in Small Cap Value
Fund. You should consider such arrangements when evaluating any recommendation
of Small Cap Value Fund.
Small Cap Value Fund reserves the right to reject any purchase order, including
exchange purchases, for any reason. Small Cap Value Fund is not intended for
excessive trading. For more information about Small Cap Value Fund's policy on
excessive trading, refer to the "Excessive Trading" section in this Appendix C.
In compliance with the Uniting and Strengthening America by Providing
Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 ("USA
PATRIOT Act"), your financial intermediary is required to verify certain
information on your account application as part of its Anti-Money Laundering
Program. You will be required to provide your full name, date of birth, social
security number, and permanent street address to assist in verifying your
identity. You may also be asked to provide documents that may help to establish
your identity. Until verification of your identity is made, your financial
intermediary may temporarily limit additional share purchases. In addition, your
financial intermediary may close an account if they are unable to verify a
shareholder's identity. Please contact your financial intermediary if you need
additional assistance when completing your application or additional information
about the intermediary's Anti-Money Laundering Program.
MINIMUM AND MAXIMUM INVESTMENT REQUIREMENTS
The minimum investment for Class A Shares, Class C Shares and Class S Shares is
$2,500 per Small Cap Value Fund account for non-retirement accounts and $500 per
Small Cap Value Fund account for certain tax-deferred accounts or UGMA/UTMA
accounts. Investors in a defined contribution plan through a third party
administrator should refer to their plan document or contact their plan
administrator for additional information. In addition, accounts held through
certain wrap programs may not be subject to these minimums. Investors should
refer to their intermediary for additional information.
The minimum investment for Class I Shares is $1 million for institutional
investors. Institutional investors generally may meet the minimum investment
amount by aggregating multiple accounts within Small Cap Value Fund. Accounts
offered through an intermediary institution must meet the minimum investment
requirements of $500 for tax-deferred accounts and $2,500 for other account
types. Directors, officers, and employees of Janus Capital Group Inc. ("JCGI")
and its affiliates, as well as Trustees and officers of Small Cap Value Fund,
may purchase Class I Shares through certain financial intermediaries'
institutional platforms. For more information about this program and eligibility
requirements, please contact a Janus representative at [1-800-333-1181].
Exceptions to these minimums may apply for certain tax-deferred, tax-qualified
and retirement plans, and accounts held through certain wrap programs. For
additional information, contact your intermediary, plan sponsor, administrator,
or a Janus representative, as applicable.
With respect to Class R Shares, investors in a defined contribution plan through
a third party administrator should refer to their plan document or contact their
plan administrator for information regarding account minimums. For all other
account types, the minimum investment is $2,500.
Small Cap Value Fund reserves the right to annually request that intermediaries
close Small Cap Value Fund accounts that are valued at less than $100, other
than as a result solely of depreciation in share value. Certain accounts held
through intermediaries may not be subject to closure due to the policies of the
intermediaries. You may receive written notice from your intermediary to
increase your account balance to the required minimum to avoid having your
account closed. If you hold Class I Shares directly with Small Cap Value Fund,
you may receive written notice prior to the closure of your Small Cap Value Fund
account so that you may increase your account balance to the required minimum.
Please note that you may incur a tax liability as a result of a redemption.
The maximum purchase in Class C Shares is $500,000 for any single purchase.
There is no limitation on maximum purchase of Class A, Class I, Class R and
Class S Shares.
Small Cap Value Fund reserves the right to change the amount of these minimums
or maximums from time to time or to waive them in whole or in part.
C-5
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 Small Cap Value Fund) to withdraw the
amount of your investment from your bank account on a day or days you specify.
Not all financial intermediaries offer this plan. Contact your financial
intermediary for details.
CLASS A SHARES SALES CHARGE
An initial sales charge may apply to your purchase of Class A Shares of Small
Cap Value Fund based on the amount invested, as set forth in the table below.
The sales charge is allocated between Janus Distributors and your financial
intermediary. Sales charges, as expressed as a percentage of offering price and
as a percentage of your net investment, are shown in the table. The dollar
amount of your initial sales charge is calculated as the difference between the
public offering price and the net asset value of those shares. Since the
offering price is calculated to two decimal places using standard rounding
criteria, the number of shares purchased and the dollar amount of your sales
charge as a percentage of the offering price and of your net investment may be
higher or 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 Small Cap Value Fund shares.
(3) A deferred sales charge of 1.00% may apply to Class A Shares purchased
without an initial sales charge if redeemed within 12 months of purchase.
Janus Distributors may pay financial intermediaries commissions on purchases of
Class A Shares as follows:
- 1.00% on amounts from $1,000,000 to $4,000,000;
- plus 0.50% on amounts greater than $4,000,000 to $10,000,000;
- plus 0.25% on amounts over $10,000,000.
The purchase totals eligible for these commissions are aggregated on a rolling
one year basis so that the rate payable resets to the highest rate annually.
QUALIFYING FOR A REDUCTION OR WAIVER OF CLASS A SHARES SALES CHARGE
You may be able to lower your Class A Shares sales charge under certain
circumstances. For example, you can combine Class A Shares and Class C Shares
you already own (either in this Small Cap Value Fund or certain other Janus
funds) with your current purchase of Class A Shares of Small Cap Value Fund and
certain other Janus funds (including Class C Shares of those funds) to take
advantage of the breakpoints in the sales charge schedule as set forth above.
Certain
C-6
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 Small Cap Value Fund may be purchased without an initial sales
charge by the following persons (and their spouses and children under 21 years
of age): (i) registered representatives and other employees of intermediaries
that have selling agreements with Janus Distributors to sell Class A Shares;
(ii) directors, officers, and employees of JCGI and its affiliates; and (iii)
trustees and officers of the Trust. In addition, the initial sales charge may be
waived on purchases of Class A Shares 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 Small Cap Value Fund holdings
eligible to be aggregated to meet a sales charge breakpoint. These other
accounts may include the accounts described under "Aggregating Accounts" below.
You may need to provide documents such as account statements or confirmation
statements to prove that the accounts are eligible for aggregation. The Letter
of Intent described below requires historical cost information in certain
circumstances. You should retain records necessary to show the price you paid to
purchase Small Cap Value Fund shares, as Small Cap Value Fund, its agents, or
your financial intermediary may not retain this information.
RIGHT OF ACCUMULATION. You may purchase Class A Shares of Small Cap Value Fund
at a reduced sales charge determined by aggregating the dollar amount of the new
purchase (measured by the offering price) and the total prior day's net asset
value (net amount invested) of all Class A Shares of Small Cap Value Fund and of
certain other classes (Class A Shares and Class C Shares of the Trust) of Janus
funds then held by you, or held in accounts identified under "Aggregating
Accounts" below, and applying the sales charge applicable to such aggregate
amount. In order for your purchases and holdings to be aggregated for purposes
of qualifying for such discount, they must have been made through one financial
intermediary and you must provide sufficient information to your financial
intermediary at the time of purchase to permit verification that the purchase
qualifies for the reduced sales charge. The right of accumulation is subject to
modification or discontinuance at any time with respect to all shares purchased
thereafter.
LETTER OF INTENT. You may obtain a reduced sales charge on Class A Shares by
signing a Letter of Intent indicating your intention to purchase $50,000 or more
of Class A Shares (including Class A Shares in other series of the Trust) over a
13-month period. The term of the Letter of Intent will commence upon the date
you sign the Letter of Intent. You must refer to such Letter when placing
orders. With regard to a Letter of Intent, the amount of investment for purposes
of applying the sales load schedule includes (i) the historical cost (what you
actually paid for the shares at the time of purchase, including any sales
charges) of all Class A Shares acquired during the term of the Letter of Intent,
minus (ii) the value of any redemptions of Class A Shares made during the term
of the Letter of Intent. Each investment made during the period receives the
reduced sales charge applicable to the total amount of the investment goal. A
portion of shares purchased may be held in escrow to pay for any sales charge
that may be applicable. If the goal is not achieved within the period, you must
pay the difference between the sales charges applicable to the purchases made
and the charges previously paid, or an appropriate number of escrowed shares
will be redeemed. Please contact your financial intermediary to obtain a Letter
of Intent application.
AGGREGATING ACCOUNTS. To take advantage of lower Class A Shares sales charges on
large purchases or through the exercise of a Letter of Intent or right of
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 Small Cap Value 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 Small Cap Value Fund for shares
of the same class of any other fund in the Trust offered through your
financial intermediary or qualified plan.
- You must meet the minimum investment amount for each fund.
- Small Cap Value Fund reserves the right to reject any exchange request
and to modify or terminate the exchange privilege at any time.
- The exchange privilege is not intended as a vehicle for short-term or
excessive trading. Small Cap Value Fund may suspend or terminate your
exchange privilege if you engage in an excessive pattern of exchanges.
- With respect to exchange of Class I Shares, accounts holding Class I
Shares directly with Small Cap Value Fund may make up to four round
trips in Small Cap Value Fund in a 12-month period, although Small Cap
Value Fund at all times reserves the right to reject any exchange
purchase for any reason without prior notice. Generally, a "round
trip" is a redemption out of Small Cap Value Fund (by any means)
followed by a purchase back into Small Cap Value Fund (by any means).
Small Cap Value Fund will work with intermediaries to apply Small Cap
Value Fund's exchange limit. However, Small Cap Value Fund may not
always have the ability to monitor or enforce the trading activity in
such accounts.
- For more information about Small Cap Value Fund's policy on excessive
trading, refer to the "Excessive Trading" section in this Appendix C.
WAIVER OF SALES CHARGES
Class A Shares received through an exchange of Class A Shares of another fund of
the Trust will not be subject to any initial sales charge of Small Cap Value
Fund's Class A Shares. Class A Shares or Class C Shares received through an
exchange of Class A Shares or Class C Shares, respectively, of another fund of
the Trust will not be subject to any applicable contingent deferred sales charge
("CDSC") at the time of the exchange. Any CDSC applicable to redemptions of
Class A Shares or Class C Shares will continue to be measured on the Shares
received by exchange from the date of your original purchase. For more
information about the CDSC, please refer to "Redemptions." While Class C Shares
do not have any front-end sales charges, their higher annual operating expenses
mean that over time, you could end up paying more than the equivalent of the
maximum allowable front-end sales charge.
REDEMPTIONS
Redemptions, like purchases, of Class A, Class C, Class R and Class S Shares may
generally be effected only through retirement plans, broker-dealers, and
financial intermediaries. Please contact your financial intermediary or refer to
the appropriate plan documents for details.
Redemptions, like purchases, of Class I Shares may generally be effected only
through financial intermediaries and by certain institutional investors. Please
contact your financial intermediary, a Janus representative [(1-800-333-1181)],
or refer to the appropriate plan documents for details.
Your financial intermediary may charge a processing or service fee in connection
with the redemption of Shares.
Shares of Small Cap Value Fund may be redeemed on any business day on which
Small Cap Value Fund's NAV is calculated. Redemptions are duly processed at the
NAV next calculated after your redemption order is received in good order by
Small Cap Value Fund or its agent. Redemption proceeds, less any applicable CDSC
for Class A Shares and Class C Shares will normally be sent the business day
following receipt of the redemption order, but in no event later than seven days
after receipt of such order.
C-8
If you hold Class A, Class C, Class I or Class S Shares, you should note that
Small Cap Value Fund reserves the right to annually request that intermediaries
close Small Cap Value Fund accounts that are valued at less than $100, other
than as a result solely of depreciation in share value. Certain accounts held
through intermediaries may not be subject to closure due to the policies of the
intermediaries. You may receive written notice from your intermediary to
increase your account balance to the required minimum to avoid having your
account closed. In addition, if you hold Class I Shares directly with Small Cap
Value Fund, you may receive written notice prior to the closure of your Small
Cap Value Fund account so that you may increase your account balance to the
required minimum. Please note that you may incur a tax liability as a result of
a redemption.
REDEMPTIONS IN-KIND
Shares normally will be redeemed for cash, although Small Cap Value Fund retains
the right to redeem some or all of its shares in-kind under unusual
circumstances, in order to protect the interests of remaining shareholders 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, Small Cap Value Fund is required to
redeem shares solely for cash up to the lesser of $250,000 or 1% of the NAV of
Small Cap Value Fund during any 90-day period for any one shareholder. Should
redemptions by any shareholder exceed such limitation, Small Cap Value Fund will
have the option of redeeming the excess in cash or in-kind. In-kind payment
means payment will be made in portfolio securities rather than cash. If this
occurs, the redeeming shareholder might incur brokerage or other transaction
costs to convert the securities to cash.
SYSTEMATIC WITHDRAWAL PLAN
You may arrange for periodic redemptions of Class A Shares or Class C Shares by
authorizing your financial intermediary to redeem a specified amount from your
account on a day or days you specify. Any resulting CDSC may be waived through
financial intermediaries that have entered into an agreement with Janus
Distributors. The maximum annual rate at which shares subject to a CDSC may be
redeemed, pursuant to a systematic withdrawal plan, without paying a CDSC, is
12% of the net asset value of the account. Certain other terms and minimums may
apply. Not all financial intermediaries offer this plan. Contact your financial
intermediary for details.
You may arrange for periodic redemptions of Class I Shares by authorizing your
financial intermediary (or a Janus representative, if you hold Shares directly
with Small Cap Value Fund) to redeem a specified amount from your account on a
day or days you specify. Not all financial intermediaries offer this plan.
Contact your financial intermediary or a Janus representative for details.
You may arrange for periodic redemptions of Class R Shares or Class S Shares by
authorizing your financial intermediary to redeem a specified amount from your
account on a day or days you specify. Not all financial intermediaries offer
this plan. Contact your financial intermediary for details.
CLASS A SHARES AND CLASS C SHARES CDSC
A 1.00% CDSC may be deducted with respect to Class A Shares purchased without an
initial sales charge if redeemed within 12 months of purchase, unless any of the
CDSC waivers listed below apply. A 1.00% CDSC will be deducted with respect to
Class C Shares redeemed within 12 months of purchase, unless a CDSC waiver
applies. The CDSC will be based on the lower of the original purchase price or
the value of the redemption of the Class A Shares or Class C Shares redeemed, as
applicable.
CDSC WAIVERS
There are certain cases in which you may be exempt from a CDSC charged to Class
A Shares and Class C Shares. Among others, these include:
- Upon the death or disability of an account owner;
- Retirement plans and certain other accounts held through a financial
intermediary that has entered into an agreement with Janus
Distributors to waive CDSCs for such accounts;
- Retirement plan shareholders taking required minimum distributions;
- The redemption of Class A Shares or Class C Shares acquired through
reinvestment of Small Cap Value Fund dividends or distributions;
C-9
- 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 Small Cap Value Fund chooses to liquidate or involuntarily redeem
shares in your account.
To keep the CDSC as low as possible, Class A Shares or Class C Shares not
subject to any CDSC will be redeemed first, followed by shares held longest.
REINSTATEMENT PRIVILEGE - CLASS A SHARES
After you have redeemed Class A Shares, you have a one-time right to reinvest
the proceeds within 90 days of the redemption date at the current NAV (without
an initial sales charge). You will not be reimbursed for any CDSC paid on your
redemption of Class A Shares.
EXCESSIVE TRADING
EXCESSIVE TRADING POLICIES AND PROCEDURES
The Board of Trustees of Small Cap Value Fund has adopted policies and
procedures with respect to short-term and excessive trading of Fund shares
("excessive trading"). Small Cap Value 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 Small Cap Value
Fund's excessive trading policies may be cancelled or revoked by the Fund by the
next business day following receipt by the Fund. The trading history of accounts
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, Small Cap Value Fund may not be able to identify all instances
of excessive trading or completely eliminate the possibility of excessive
trading. In particular, it may be difficult to identify excessive trading in
certain omnibus accounts and other accounts traded through intermediaries. By
their nature, omnibus accounts, in which purchases and redemptions of Small Cap
Value Fund's shares by multiple investors are aggregated by the intermediary and
presented to the Fund on a net basis, may effectively conceal the identity of
individual investors and their transactions from the Fund and its agents. This
makes the elimination of excessive trading in the accounts impractical without
the assistance of the intermediary.
Small Cap Value 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."
Small Cap Value Fund monitors Fund share transactions, subject to the
limitations described below. Generally, a purchase of Small Cap Value Fund's
shares followed by the redemption of Small Cap Value Fund's shares within a
90-day period may result in enforcement of Small Cap Value Fund's excessive
trading policies and procedures with respect to future purchase orders, provided
that the Fund reserves the right to reject any purchase request as explained
above.
If Small Cap Value 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. Small Cap Value Fund's excessive
trading policies generally do not apply to a (i) money market fund, although
money market funds at all times reserve the right to reject any purchase request
(including exchange purchases) for any reason without prior notice; and (ii)
transactions in the Janus funds by a Janus "fund of funds," which is a fund that
primarily invests in other Janus mutual funds.
Small Cap Value Fund's Board of Trustees may approve from time to time a
redemption fee to be imposed by any Janus fund, subject to 60 days' notice to
shareholders of that fund.
Investors who place transactions through the same financial intermediary on an
omnibus basis may be deemed part of a group for the purpose of Small Cap Value
Fund's excessive trading policies and procedures and may be rejected in whole or
in part by the Fund. Small Cap Value Fund, however, cannot always identify or
reasonably detect excessive trading that may be facilitated by financial
intermediaries or made difficult to identify through the use of omnibus accounts
by those intermediaries that transmit purchase, exchange, and redemption orders
to Small Cap Value Fund,
C-10
and thus the Fund may have difficulty curtailing such activity. Transactions
accepted by a financial intermediary in violation of Small Cap Value Fund's
excessive trading policies may be cancelled or revoked by the Fund by the next
business day following receipt by the Fund.
In an attempt to detect and deter excessive trading in omnibus accounts, Small
Cap Value Fund or its agents may require intermediaries to impose restrictions
on the trading activity of accounts traded through those intermediaries. Such
restrictions may include, but are not limited to, requiring that trades be
placed by U.S. mail, prohibiting 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. Small Cap Value Fund's ability
to impose such restrictions with respect to accounts traded through particular
intermediaries may vary depending on the systems capabilities, applicable
contractual and legal restrictions, and cooperation of those intermediaries.
Certain transactions in Fund shares, such as periodic rebalancing (no more
frequently than quarterly) or those which are made pursuant to systematic
purchase, exchange, or redemption programs generally do not raise excessive
trading concerns and normally do not require application of Small Cap Value
Fund's methods to detect and deter excessive trading.
Small Cap Value Fund also reserves the right to reject any purchase request
(including exchange purchases) by any investor or group of investors for any
reason without prior notice, including, in particular, if the trading activity
in the account(s) is deemed to be disruptive to the Fund. For example, Small Cap
Value Fund may refuse a purchase order if the Fund's portfolio managers believe
they would be unable to invest the money effectively in accordance with the
Fund's investment policies or the Fund would otherwise be adversely affected due
to the size of the transaction, frequency of trading, or other factors.
Small Cap Value Fund's policies and procedures regarding excessive trading may
be modified at any time by the Fund's Board of Trustees.
EXCESSIVE TRADING RISKS
Excessive trading may present risks to Small Cap Value Fund's long-term
shareholders. Excessive trading into and out of Small Cap Value Fund may disrupt
portfolio investment strategies, may create taxable gains to remaining Fund
shareholders, and may increase Fund expenses, all of which may negatively impact
investment returns for all remaining shareholders, including long-term
shareholders.
Funds that invest in foreign securities may be at a greater risk for excessive
trading. Investors may attempt to take advantage of anticipated price movements
in securities held by a fund based on events occurring after the close of a
foreign market that may not be reflected in Small Cap Value Fund's NAV (referred
to as "price arbitrage"). Such arbitrage opportunities may also arise in funds
which do not invest in foreign securities, for example, when trading in a
security held by a fund is halted and does not resume prior to the time Small
Cap Value 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
Small Cap Value Fund's valuation of a security differs from the security's
market value, short-term arbitrage traders may dilute the NAV of Small Cap Value
Fund, which negatively impacts long-term shareholders. Although Small Cap Value
Fund has adopted fair valuation policies and procedures intended to reduce the
Fund's exposure to price arbitrage, stale pricing, and other potential pricing
inefficiencies, under such circumstances there is potential for short-term
arbitrage trades to dilute the value of Fund shares.
Although Small Cap Value Fund takes steps to detect and deter excessive trading
pursuant to the policies and procedures described in this Appendix C and
approved by the Board of Trustees, there is no assurance that these policies and
procedures will be effective in limiting excessive trading in all circumstances.
For example, Small Cap Value Fund may be unable to completely eliminate the
possibility of excessive trading in certain omnibus accounts and other accounts
traded through intermediaries. Omnibus accounts may effectively conceal the
identity of individual investors and their transactions from Small Cap Value
Fund and its agents. This makes Small Cap Value Fund's identification of
excessive trading transactions in the Fund through an omnibus account difficult
and makes the elimination of excessive trading in the account impractical
without the assistance of the intermediary. Although Small Cap Value Fund
encourages intermediaries to take necessary actions to detect and deter
excessive trading, some
C-11
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 Small Cap Value Fund.
AVAILABILITY OF PORTFOLIO HOLDINGS INFORMATION
The Mutual Fund Holdings Disclosure Policies and Procedures adopted by Janus
Capital and all mutual funds managed within the Janus fund complex are designed
to be in the best interests of the funds and to protect the confidentiality of
the funds' portfolio holdings. The following describes policies and procedures
with respect to disclosure of portfolio holdings of Small Cap Value Fund.
- FULL HOLDINGS. Small Cap Value Fund is required to disclose its
complete holdings in the quarterly holdings report on Form N-Q within
60 days of the end of each fiscal quarter, and in the annual report
and semiannual report to fund shareholders. These reports (i) are
available on the SEC's website at http://www.sec.gov; (ii) may be
reviewed and copied at the SEC's Public Reference Room in Washington,
D.C. (information on the Public Reference Room may be obtained by
calling 1-800-SEC-0330); and (iii) are available without charge, upon
request, by calling a Janus representative at 1-877-335-2687 (toll
free). Holdings are generally posted under the Characteristics tab at
www.janus.com/info approximately two business days after the end of
the following period: portfolio holdings (excluding cash investments,
derivatives, short positions, and other investment positions),
consisting of at least the names of the holdings, are generally
available on a calendar quarter-end basis with a 30-day lag.
- TOP HOLDINGS. Small Cap Value Fund's top portfolio holdings, in order
of position size and as a percentage of the Fund's total portfolio,
are available monthly with a 15-day lag and on a calendar quarter-end
basis with a 15-day lag. Most funds disclose their top ten portfolio
holdings. However, certain funds disclose only their top five
portfolio holdings.
- OTHER INFORMATION. Small Cap Value Fund may occasionally provide
security breakdowns (e.g., industry, sector, regional, market
capitalization, and asset allocation), top performance
contributors/detractors, and specific portfolio level performance
attribution information and statistics monthly with a 30-day lag and
on a calendar quarter-end basis with a 15-day lag.
Full portfolio holdings will remain available on the Janus websites at least
until a Form N-CSR or Form N-Q is filed with the SEC for the period that
includes the date as of which the website information is current. Small Cap
Value Fund discloses its short positions, if applicable, only to the extent
required in regulatory reports. Janus Capital may exclude from publication all
or any portion of portfolio holdings or change the time periods of disclosure as
deemed necessary to protect the interests of Small Cap Value Fund, including
under extraordinary circumstances exceptions to the Mutual Fund Holdings
Disclosure Policies and Procedures made by Janus Capital's Chief Investment
Officer(s) or their delegates. Such exceptions may be made without prior notice
to shareholders. A summary of Small Cap Value Fund's portfolio holdings
disclosure policies and procedures, which includes a discussion of any
exceptions, is contained in the Fund's SAI.
DISTRIBUTION OF SMALL CAP VALUE FUND
Small Cap Value Fund is distributed by Janus Distributors LLC, which is a member
of the Financial Industry Regulatory Authority, Inc. ("FINRA"). To obtain
information about FINRA member firms and their associated persons, you may
contact FINRA at www.finra.org, or at 1-800-289-9999.
DISTRIBUTIONS AND TAXES
DISTRIBUTIONS
To avoid taxation of Small Cap Value Fund, the Internal Revenue Code requires
the Fund to distribute all or substantially all of its net investment income and
any net capital gains realized on its investments at least annually. Small Cap
Value Fund's income from certain dividends, interest, and any net realized
short-term capital gains are paid to shareholders as ordinary income dividends.
Certain dividend income may be reported to shareholders as "qualified
C-12
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
Small Cap Value Fund are normally declared and distributed in December, but, if
necessary, may be distributed at other times as well. For investors investing
through intermediaries, the date you receive your dividend may vary depending on
how your intermediary processes trades. Please consult your intermediary for
details.
HOW DISTRIBUTIONS AFFECT SMALL CAP VALUE FUND'S NAV
Distributions are paid to shareholders as of the record date of a distribution
of Small Cap Value Fund, regardless of how long the shares have been held.
Undistributed dividends and net capital gains are included in Small Cap Value
Fund's daily NAV. The share price of Small Cap Value Fund drops by the amount of
the distribution, net of any subsequent market fluctuations. For example, assume
that on December 31, Small Cap Value Fund declared a dividend in the amount of
$0.25 per share. If Small Cap Value Fund's share price was $10.00 on December
30, Small Cap Value Fund's share price on December 31 would be $9.75, barring
market fluctuations. You should be aware that distributions from a taxable
mutual fund do not increase the value of your investment and may create income
tax obligations.
"BUYING A DIVIDEND"
If you purchase shares of Small Cap Value Fund just before a distribution, you
will pay the full price for the shares and receive a portion of the purchase
price back as a taxable distribution. This is referred to as "buying a
dividend." In the above example, if you bought shares on December 30, you would
have paid $10.00 per share. On December 31, Small Cap Value Fund would pay you
$0.25 per share as a dividend and your shares would now be worth $9.75 per
share. Unless your account is set up as a tax-deferred account, dividends paid
to you would be included in your gross income for tax purposes, even though you
may not have participated in the increase in NAV of Small Cap Value Fund,
whether or not you reinvested the dividends. Before buying shares of Small Cap
Value Fund close to year-end, you should consult with your financial
intermediary or tax adviser as to potential tax consequences of any
distributions that may be paid shortly after purchase.
For your convenience, Small Cap Value Fund's distributions of net investment
income and net capital gains are automatically reinvested in Small Cap Value
Fund. To receive distributions in cash, contact your financial intermediary or a
Janus representative at 1-800-525-0020. Whether reinvested or paid in cash, the
distributions may be subject to taxes, unless your shares are held in a
qualified tax-deferred plan or account.
TAXES
As with any investment, you should consider the tax consequences of investing in
Small Cap Value Fund. Any time you sell or exchange shares of a fund in a
taxable account, it is considered a taxable event. For federal income tax
purposes, an exchange is treated the same as a sale. Depending on the purchase
price and the sale price, you may have a gain or loss on the transaction;
whether the gain or loss is long-term or short-term depends on how long you
owned the shares. Any tax liabilities generated by your transactions are your
responsibility.
The following discussion does not apply to qualified tax-deferred accounts or
other non-taxable entities, nor is it a complete analysis of the federal income
tax implications of investing in Small Cap Value Fund. You should consult your
tax adviser if you have any questions. Additionally, state or local taxes may
apply to your investment, depending upon the laws of your state of residence.
TAXES ON DISTRIBUTIONS
Distributions by Small Cap Value Fund are subject to federal income tax,
regardless of whether the distribution is made in cash or reinvested in
additional shares of Small Cap Value Fund. When gains from the sale of a
security held by Small Cap Value Fund are paid to shareholders, the rate at
which the gain will be taxed to shareholders depends on the length of time Small
Cap Value Fund held the security. In certain states, a portion of the
distributions (depending on the sources of Small Cap Value Fund's income) may be
exempt from state and local taxes. Small Cap Value Fund's net
C-13
investment income and capital gains are distributed to (and may be taxable to)
those persons who are shareholders of Small Cap Value Fund at the record date of
such payments. Although Small Cap Value Fund's total net income and net realized
gain are the results of its operations, the per share amount distributed or
taxable to shareholders is affected by the number of Fund shares outstanding at
the record date. Generally, account tax information will be made available to
shareholders on or before January 31st of each year. Information regarding
distributions may also be reported to the Internal Revenue Service.
Distributions made by Small Cap Value Fund with respect to Shares purchased
through a qualified retirement plan will generally be exempt from current
taxation if left to accumulate within the qualified plan.
Generally, withdrawals from qualified plans may be subject to ordinary income
tax and, if made before age 59 1/2, a 10% penalty tax may be imposed. The tax
status of your investment depends on the features of your qualified plan. For
further information, please contact your plan sponsor.
Small Cap Value Fund may be required to withhold U.S. federal income tax on all
distributions and redemptions payable to shareholders who fail to provide their
correct taxpayer identification number, fail to make certain required
certifications, or 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 SMALL CAP VALUE FUND
Dividends, interest, and some capital gains received by Small Cap Value Fund on
foreign securities may be subject to foreign tax withholding or other foreign
taxes. If Small Cap Value Fund is eligible, it may from year to year make the
election permitted under Section 853 of the Internal Revenue Code to pass
through such taxes to shareholders as a foreign tax credit. If such an election
is not made, any foreign taxes paid or accrued will represent an expense to
Small Cap Value Fund. Small Cap Value Fund's transactions may involve short
sales, futures, options, swap agreements, hedged investments, and other similar
transactions, and may be subject to special provisions of the Internal Revenue
Code that, among other things, can potentially affect the character, amount,
timing of distributions to shareholders, and utilization of capital loss
carryforwards. Small Cap Value Fund will monitor its transactions and may make
certain tax elections and use certain investment strategies where applicable in
order to mitigate the effect of these tax provisions, if possible.
Small Cap Value Fund does not expect to pay any federal income or excise taxes
because it intends to meet certain requirements of the Internal Revenue Code. It
is important that Small Cap Value Fund meet these requirements so that any
earnings on your investment will not be subject to federal income taxes twice.
If Small Cap Value Fund invests in partnerships, it may be subject to state tax
liabilities.
C-14
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.
D-1
During 2007, two lawsuits were filed against Janus Management Holdings
Corporation ("Janus Holdings"), an affiliate of JCGI, by former Janus portfolio
managers, alleging that Janus Holdings unilaterally implemented certain changes
to compensation in violation of prior agreements (Edward Keely v. Janus
Holdings, Denver District Court, Case No. 2007CV7366; Tom Malley v. Janus
Holdings, Denver District Court, Case No. 2007CV10719). These complaints allege
some or all of the following claims: (1) breach of contract; (2) willful and
wanton breach of contract; (3) breach of good faith and fair dealing; and (4)
estoppel. Janus Holdings filed Answers to these complaints denying any liability
for these claims and intends to vigorously defend against the allegations.
Additional lawsuits may be filed against certain of the Janus funds, Janus
Capital, and related parties in the future. Janus Capital does not currently
believe that these pending actions will materially affect its ability to
continue providing services it has agreed to provide to the Janus funds.
D-2
JANUS INVESTMENT FUND
STATEMENT OF ADDITIONAL INFORMATION
[April __, 2009]
Relating to the acquisition of the assets of
JANUS ADVISER PERKINS SMALL COMPANY VALUE FUND
(formerly named Janus Adviser Small Company Value 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
PERKINS SMALL CAP VALUE FUND
(formerly named Janus Small Cap Value 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 Perkins Small Company Value Fund, a series of Janus Adviser Series
("Small Company Value Fund"), in connection with the reorganization of Small
Company Value Fund with and into Perkins Small Cap Value Fund, a series of Janus
Investment Fund ("Small Cap Value Fund"), pursuant to which all of the assets
and liabilities of Small Company Value Fund would be transferred to Small Cap
Value Fund in exchange for shares of beneficial interest of Small Cap Value Fund
(the "Reorganization").
This SAI is not a prospectus and should be read in conjunction with the
Prospectus/Information Statement. A copy of the Prospectus/Information Statement
may be obtained without charge by contacting Janus Capital Management LLC
("Janus Capital") at 151 Detroit Street, Denver, Colorado 80206 or by
telephoning Janus toll-free at 1-800-525-0200.
This SAI consists of: (i) this cover page; (ii) Additional Information about
Class A, Class C, Class I, Class R and Class S shares of Small Cap Value Fund,
(iii) the accompanying Pro Forma Financial Statements, and (iv) the following
documents, each of which was filed electronically with the U.S. Securities and
Exchange Commission (the "SEC") and is incorporated by reference herein:
1. The SAI for Small Company Value Fund, dated November 28, 2008, as
filed on November 28, 2008 (File No: 333-33978), and the SAI for Small
Cap Value Fund, dated February 27, 2009 (File No: 002-34393).
2. The Financial Statements of Small Company Value Fund are included in
the annual report, dated July 31, 2008, as filed on September 29,
2008, and the semi-annual report, dated [January 31, 2009], as filed
on [March 31, 2009] (File No: 811-09885), and the Financial Statements
of Small Cap Value Fund are included in the annual report, dated
October 31, 2008, as filed on December 29, 2008, and the semi-annual
report, dated April 30, 2008, as filed on June 27, 2008 (File No:
811-01879).
As described in the Prospectus/Information Statement, Small Company Value Fund,
upon the closing of such Reorganization, each owner of Class A, Class C, Class
I, Class R and Class S shares of Small Company Value Fund would become a
shareholder of the corresponding class of shares of Small Cap Value Fund. Small
Cap Value Fund does not currently offer Class A, Class C, Class I, Class R and
Class S shares. However, before the closing of the Reorganization, Small Cap
Value Fund will create and register Class A, Class C, Class I, Class R and Class
S shares pursuant to the Securities Act of 1933, as amended, and the Investment
Company Act of 1940, as amended. Information about Small Cap Value Fund and its
Class A, Class C, Class I, Class R and Class S shares provided in the
Prospectus/Information Statement and other general information about Small Cap
Value 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 Small Cap Value Fund's Class A, Class C, Class I, Class
R and Class S shares is provided herein.
ADDITIONAL INFORMATION ABOUT
CLASS A, CLASS C, CLASS I, CLASS R AND CLASS S SHARES OF SMALL CAP VALUE FUND
TRANSFER AGENCY AND OTHER SERVICES
Janus Services LLC ("Janus Services"), P.O. Box 173375, Denver, Colorado
80217-3375, a wholly-owned subsidiary of Janus Capital, is Small Cap Value
Fund's transfer agent. In addition, Janus Services provides certain other
administrative, recordkeeping, and shareholder relations services for Small Cap
Value Fund. Janus Services receives an administrative services fee at an annual
rate of up to 0.25% of the average daily net assets of Class R shares and Class
S shares of Small Cap Value Fund for providing or procuring recordkeeping,
sub-accounting, and other administrative services to investors in Class R shares
and Class S shares of Small Cap Value Fund. Janus Services expects to use a
significant portion of this fee to compensate retirement plan service providers,
broker-dealers, bank trust departments, financial advisors, and other financial
intermediaries for providing these services. Services provided by these
financial intermediaries may include but are not limited to recordkeeping,
processing and aggregating purchase and redemption transactions, providing
periodic statements, forwarding prospectuses, shareholder reports, and other
materials to existing customers, and other administrative services.
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 Small Cap Value
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 Small Cap Value Fund or its agent receives in good
order your order plus an initial sales charge, if applicable, based on the
amount invested as set forth in the table. Small Cap Value 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 re-allowed 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, CLASS R SHARES, AND CLASS S SHARES
As described in the Prospectus/Information Statement, Class A shares, Class R
shares, and Class S shares will each adopt distribution and shareholder
servicing plans (the "Class A Plan," "Class R Plan," and "Class S Plan,"
respectively) in accordance with Rule 12b-1 under the 1940 Act. The Plans are
compensation type plans and permit the payment at an annual rate of up to 0.25%
of the average daily net assets of Class A shares and Class S shares and at an
annual rate of up to 0.50% of the average daily net assets of Class R shares of
Small Cap Value Fund for activities that are primarily intended to result in
sales of Class A shares, Class R shares, or Class S shares of such Fund,
including but not limited to preparing, printing, and distributing prospectuses,
SAIs, shareholder reports, and educational materials to prospective and existing
investors; responding to inquiries by investors; receiving and answering
correspondence and similar activities. Payments under the Plans are not tied
exclusively to actual distribution and service expenses, and the payments may
exceed distribution and service expenses actually incurred. Payments are made to
Janus Distributors LLC, Small Cap Value 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 Small Cap Value Fund for activities which are
primarily intended to result in sales of Class C shares of Small Cap Value Fund.
In addition, the Plan permits the payment of up to 0.25% of the average daily
net assets of Class C shares of Small Cap Value Fund for shareholder servicing
activities such as providing facilities to answer questions from existing
investors about Small Cap Value Fund; receiving and answering correspondence;
assisting investors in changing dividend and other account options and any other
activities for which "service fees" may be paid under Rule 2830 of the Financial
Industry Regulatory Authority, Inc. Conduct Rules. Payments under the Class C
Plan are not tied exclusively to actual distribution and service expenses, and
the payments may exceed distribution and service expenses actually incurred.
The Plans and any Rule 12b-1 related agreement to be entered into by Small Cap
Value Fund or Janus Distributors in connection with the Plans will continue in
effect for a period of more than one year only so long as continuance is
specifically approved at least annually by a vote of a majority of the Trustees,
and of a majority of the Trustees who are not interested persons (as defined in
the 1940 Act) of the Trust and who have no direct or indirect financial interest
in the operation of the Plans or any related agreements ("12b-1 Trustees"). All
material amendments to any Plan must be approved by a majority vote of the
Trustees, including a majority of the 12b-1 Trustees, at a meeting called for
that purpose. In addition, any Plan may be terminated as to Small Cap Value Fund
at any time, without penalty, by vote of a majority of the outstanding shares of
that Class of Small Cap Value Fund or by vote of a majority of the 12b-1
Trustees.
Janus Distributors is entitled to retain all fees paid under the Class C Plan
for the first 12 months on any investment in Class C shares to recoup its
expenses with respect to the payment of commissions on sales of Class C shares.
Financial intermediaries will become eligible for compensation under the Class C
Plan beginning in the 13th month following the purchase of Class C shares,
although Janus Distributors may, pursuant to a written agreement between Janus
Distributors and a particular financial intermediary, pay such financial
intermediary 12b-1 fees prior to the 13th month following the purchase of Class
C shares.
3
PRO FORMA FINANCIAL STATEMENTS
With respect to the Reorganization of Small Company Value Fund into Small Cap
Value Fund, the pro forma financial statements required by Rule 11-01 of
Regulation S-X have not been prepared and included in this Form N-14 since, as
of [October 31, 2008], the net asset value of Small Company Value Fund does not
exceed ten percent (10%) of the net asset value of Small Cap Value Fund.
4
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).