UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
JANUS INVESTMENT FUND
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required. |
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(4) and 0-11. |
March 2, 2026
Dear Shareholder:
On December 21, 2025, Janus Henderson Group plc (“Janus Henderson”), Jupiter Company Limited, a company incorporated in Jersey (“Parent”), and Jupiter Merger Sub Limited, a company incorporated in Jersey and a wholly owned subsidiary of Parent (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Agreement”), pursuant to which, in accordance with the Companies (Jersey) Law 1991 (as amended from time to time), Parent will acquire Janus Henderson by Merger Sub merging with and into Janus Henderson, with Janus Henderson continuing as the surviving corporation and a wholly owned subsidiary of Parent (the “Transaction”). Janus Henderson is the parent company of Janus Henderson Investors US LLC (“Janus Henderson Investors” or the “Adviser”).
Parent was formed by funds associated with Trian Fund Management, L.P., a Delaware limited partnership (“Trian”), solely for the purpose of engaging in the transactions contemplated by the merger agreement. Immediately prior to the effective time of the merger, Parent will be owned by, among others, funds associated with Trian and funds associated with General Catalyst Group Management, LLC, a Delaware limited liability company (“General Catalyst”). Subject to certain conditions, the Transaction is expected to close in mid-2026 (the “Closing”). The Closing of the Transaction will cause a change of control of Janus Henderson and, consequently, an “assignment” of the current advisory agreement between Janus Henderson Investors and your fund, which will cause such agreement to terminate.
In order to provide continuity of advisory services for your fund after the closing of the Transaction, the Board of Trustees for your fund is requesting that you vote on a proposal to approve a new investment advisory agreement between Janus Henderson Investors and your fund to permit Janus Henderson Investors to continue to serve as investment adviser to the fund following the Transaction.
The Board of Trustees for your fund is also requesting that you vote on a proposal to elect trustees to serve on the Board of Trustees for your fund.
The proposals will be presented to shareholders at a joint Special Meeting of Shareholders to be held on Monday, May 18, 2026. The Special Meeting of Shareholders will be held in a virtual meeting format, which will be conducted via live webcast. You may attend the Special Meeting of Shareholders online, vote your shares electronically and submit questions by visiting https://web.viewproxy.com/janushendersonjifjas/2026. The proposals are briefly summarized in the synopsis that precedes the enclosed joint proxy statement (the “Proxy Statement”). The Proxy Statement includes a detailed discussion of the proposals, which you should read carefully.
The Board of Trustees recommends that shareholders vote “FOR” the proposals applicable to their fund.
You can vote in one of five ways:
| | By Internet through the website listed in the proxy voting instructions; |
| | By touchtone telephone by calling the toll-free number listed on your proxy card(s) and following the recorded instructions; |
| | By mail with the enclosed proxy card(s); |
| | By voting at the virtual Special Meeting of Shareholders on Monday, May 18, 2026; or |
| | By live agent by calling the fund’s solicitor, Alliance Advisors, LLC toll-free at 1-855-206-2338. |
Your vote is important, so please read the enclosed Proxy Statement carefully and submit your vote by following the instructions on the Notice of Internet Availability of Proxy Materials and this proxy statement. The Notice of Internet Availability of Proxy Materials includes instructions on how to request a hard copy of the proxy statement and proxy card for the Special Meeting of Shareholders free of charge, and you may also
authorize your proxy by returning your proxy card to us after you request the hard copy materials. If you have any questions about the proposals, please call the proxy solicitor, Alliance Advisors, LLC, toll-free at 1-855-206-2388.
Thank you for your consideration of the proposals. We value you as a shareholder and look forward to our continued relationship.
Sincerely,
Michelle R. Rosenberg
President and Chief Executive Officer of
Janus Investment Fund
|
JANUS INVESTMENT FUND
| Janus Henderson Absolute Return Income Opportunities Fund* Janus Henderson Adaptive Risk Managed U.S. Equity Fund Janus Henderson Balanced Fund Janus Henderson Contrarian Fund Janus Henderson Developed World Bond Fund Janus Henderson Enterprise Fund Janus Henderson European Focus Fund Janus Henderson Flexible Bond Fund Janus Henderson Forty Fund Janus Henderson Global Allocation Fund – Conservative Janus Henderson Global Allocation Fund – Growth Janus Henderson Global Allocation Fund – Moderate Janus Henderson Global Equity Income Fund Janus Henderson Global Life Sciences Fund Janus Henderson Global Real Estate Fund Janus Henderson Global Research Fund Janus Henderson Global Select Fund |
Janus Henderson Global Sustainable Equity Fund Janus Henderson Global Technology and Innovation Fund Janus Henderson Government Money Market Fund Janus Henderson Growth and Income Fund Janus Henderson High-Yield Fund Janus Henderson International Dividend Fund Janus Henderson Mid Cap Value Fund Janus Henderson Money Market Fund Janus Henderson Multi-Sector Income Fund Janus Henderson Overseas Fund Janus Henderson Research Fund Janus Henderson Short Duration Flexible Bond Fund Janus Henderson Small Cap Value Fund Janus Henderson Small-Mid Cap Value Fund Janus Henderson Triton Fund Janus Henderson U.S. Dividend Income Fund Janus Henderson Venture Fund |
| * | Effective on or about March 4, 2026, Janus Henderson Absolute Return Income Opportunities Fund will be renamed Janus Henderson Low Duration Multi-Sector Income Fund |
151 Detroit Street
Denver, Colorado 80206
NOTICE OF A JOINT SPECIAL MEETING OF SHAREHOLDERS
Notice is hereby given that a joint Special Meeting of Shareholders of Janus Investment Fund (the “Trust”) and the Janus Henderson funds listed above (each, a “Fund” and collectively, the “Funds”), each a series of the Trust, has been called to be held on Monday, May 18, 2026 at 11:00 am Mountain Time (together with any adjournments or postponements thereof, the “Meeting”). The Meeting will be held in a virtual meeting format, which will be conducted via live webcast. You may attend the Meeting, vote your shares electronically and submit questions by visiting https://web.viewproxy.com/janushendersonjifjas/2026. At the Meeting, shareholders of the Trust and each Fund will be asked to vote on the proposals set forth below and to transact such other business, if any, as may properly come before the Meeting.
| Proposal 1. | For all Funds, to approve a new investment advisory agreement between the Trust, on behalf of your Fund, and Janus Henderson Investors US LLC (“Janus Henderson Investors” or the “Adviser”). | |
| Proposal 2. | For all Funds, to elect eight trustees as the Board of Trustees of the Trust. |
Shareholders of record of the Trust and each Fund, as of the close of business on Thursday, February 12, 2026 (the “Record Date”), will receive notice of the Meeting and will be entitled to vote at the Meeting with respect to the proposal(s) applicable to their Fund. The persons named as proxies will vote in their discretion on any other business that may properly come before the Meeting.
Shareholders are urged to take advantage of the Internet or telephonic voting procedures described in the Notice of Internet Availability of Proxy Materials and on the enclosed proxy card(s), or complete, sign, and date the enclosed proxy card(s) and return it in the enclosed addressed envelope, which needs no postage if mailed in the United States. If you wish to attend the Meeting virtually and vote your shares online at that time, you will still be able to do so.
If you received a Notice of Internet Availability of Proxy Materials by mail, you will not receive a printed copy of the proxy statement and proxy card unless you request them. Instead, the Notice of Internet Availability of Proxy Materials will instruct you as to how you may access and review the proxy statement, and vote your proxy, on the Internet.
Please see the “Important Information About the Meeting” section of the Proxy Statement that accompanies this notice for more details regarding the logistics of the virtual Meeting, including the ability of shareholders to submit questions during the Meeting, and technical details and support related to accessing the virtual platform. There is no physical location for the Meeting. You will not be able to attend the Meeting in person.
By Order of the Board of Trustees,
Michelle R. Rosenberg
President and Chief Executive Officer of Janus Investment Fund
March 2, 2026
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE JOINT SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON MONDAY, MAY 18, 2026:
The enclosed Proxy Statement is available free of charge at https://web.viewproxy.com/janushendersonjifjas/2026.
Each Fund’s most recent annual report and any more recent semiannual report are available free of charge at janushenderson.com/info.
INSTRUCTIONS FOR SIGNING PROXY CARDS OR VOTING INSTRUCTION CARDS
The following general rules for signing proxy cards or voting instruction cards may be of assistance to you and may avoid any delay involved in validating your vote if you fail to sign your proxy card(s) or voting instruction card(s) properly.
| 1. | Individual Account: Sign your name exactly as it appears in the registration on the proxy card or voting instruction card. |
| 2. | Joint Account: Either party may sign, but the name of the party signing should conform exactly to the name shown in the registration on the proxy card or voting instruction card. |
| 3. | All Other Accounts: The capacity of the individual signing the proxy card or voting instruction card should be indicated unless it is reflected in the form of registration. For example: |
| Registration | Valid Signature | |
| Corporate Account |
||
| (1) ABC Corp. |
ABC Corp. | |
| (2) ABC Corp. |
John Doe, Treasurer | |
| (3) ABC Corp. c/o John Doe, Treasurer |
John Doe | |
| (4) ABC Corp. Profit Sharing Plan |
John Doe, Trustee | |
| Trust Account |
||
| (1) ABC Trust |
Jane B. Doe, Trustee | |
| (2) Jane B. Doe, Trustee u/t/d 12/28/78 |
Jane B. Doe | |
| Custodial or Estate Account |
||
| (1) John B. Smith, Cust. f/b/o John B. Smith, |
John B. Smith | |
| (2) Estate of John B. Smith |
John B. Smith, Jr., Executor |
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| Comparison of Current Advisory Agreements and New Advisory Agreements |
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| Affiliated Service Providers, Affiliated Brokerage and Other Fees |
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| Process for Identifying and Evaluating Trustee Nominees and Nominee Qualifications |
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| Appendix E Information Regarding Officers and Directors of Adviser |
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| Appendix I Principal Officers of the Trust and Their Principal Occupations |
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The following synopsis is a brief overview of the matters to be voted on at the joint Special Meeting of the Shareholders of the Janus Henderson funds listed in the enclosed joint proxy statement (the “Proxy Statement”), or at any adjournment or postponement thereof (the “Meeting”). The Proxy Statement contains more detailed information about each proposal, and we encourage you to read it in its entirety before voting.
| Q: | What is happening? |
| A: | On December 21, 2025, Janus Henderson Group plc (“Janus Henderson”), Jupiter Company Limited, a company incorporated in Jersey (“Parent”), and Jupiter Merger Sub Limited, a company incorporated in Jersey and a wholly owned subsidiary of Parent (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Agreement”), pursuant to which, in accordance with the Companies (Jersey) Law 1991 (as amended from time to time), Parent will acquire Janus Henderson by Merger Sub merging with and into Janus Henderson, with Janus Henderson continuing as the surviving corporation and a wholly owned subsidiary of Parent (the “Transaction”). Janus Henderson is the parent company of Janus Henderson Investors US LLC (“Janus Henderson Investors” or the “Adviser”). |
Parent was formed by funds associated with Trian Fund Management, L.P., a Delaware limited partnership (“Trian”), solely for the purpose of engaging in the transactions contemplated by the merger agreement. Immediately prior to the effective time of the merger, Parent will be owned by, among others, funds associated with Trian and funds associated with General Catalyst Group Management, LLC, a Delaware limited liability company (“General Catalyst”). Subject to certain conditions, the Transaction is expected to close in mid-2026 (the “Closing”). Shareholders of the Janus Henderson funds listed in the enclosed Proxy Statement (each a “Fund” and, collectively, the “Funds”) are not being asked to vote on the Transaction. Rather, shareholders of each Fund are being asked to vote on a proposal to approve a new investment advisory agreement that is being presented to them as a result of the Transaction and to elect individuals to serve as Trustees on the Board of Trustees of the Trust.
The Closing of the Transaction will cause a change in the control of Janus Henderson and, consequently, an “assignment” of each Fund’s current investment advisory agreement with Janus Henderson Investors. Under the terms of each Fund’s current investment advisory agreement, this assignment will cause such agreement to terminate. Janus Henderson Investors recommended, and the Board of Trustees (the “Board,” the “Board of Trustees,” or the “Trustees”) of Janus Investment Fund (the “Trust”) has approved and recommends that you approve, a new investment advisory agreement between your Fund and Janus Henderson Investors. The new investment advisory agreement will have substantially identical terms as the current advisory agreement of such Fund.
In addition, the Board of Trustees is requesting that you elect each of Cheryl D. Alston, Alan A. Brown, Raudline Etienne, Darrell B. Jackson, Dominic Janssens, William F. McCalpin, Gary A. Poliner and Gwen L. Shaneyfelt (each, a “Trustee Nominee”) to serve as Trustees on the Board of Trustees of the Trust. Seven of the individuals you are being asked to consider for election currently serve on the Funds’ Board of Trustees and the remaining nominee would become a new Trustee upon election. Each nominee is considered “independent,” meaning that the nominee is not affiliated with the Funds’ adviser or its related entities, and if elected would serve as an “Independent Trustee.”
Each of these proposals is discussed further below.
| Q: | How will I as a Fund shareholder be affected by the Transaction? |
| A: | Your Fund investment will not change as a result of the Transaction. You will still own the same Fund shares and the underlying value of those shares are not expected to change as a result of the Transaction. The same personnel of the Adviser will continue to manage your Fund according to the same objectives and policies as before, and the Adviser does not anticipate any significant changes to your Fund’s operations. |
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Proposal 1: Approve New Investment Advisory Agreement
| Q: | Why am I being asked to approve a new investment advisory agreement between my Fund and Janus Henderson Investors? |
| A: | Janus Henderson Investors currently serves as your Fund’s investment adviser. The Closing of the Transaction will cause a change of control of the Adviser’s parent, which is considered an “assignment” of the current investment advisory agreement with your Fund. The terms of the current investment advisory agreement state that an assignment of such agreement causes the agreement to automatically terminate. Therefore, you are being asked to approve a new investment advisory agreement between the Adviser and your Fund to permit the Adviser to continue to serve as investment adviser to the Fund following the Closing of the Transaction. |
| Q: | Will the Transaction result in any important differences between the new investment advisory agreement compared to the current investment advisory agreement for my Fund? |
| A: | No. The terms of your Fund’s new investment advisory agreement with the Adviser are substantially identical to the current investment advisory agreement. There will be no change in the contractual advisory fee rate your Fund pays or the investment advisory services it receives as a result of the Transaction. |
| Q: | Why is approval of a new advisory agreement being recommended? |
| A: | The Adviser recommended that the Board approve the new investment advisory agreements for each fund based, in part, on Janus Henderson’s belief that partnering with Trian and General Catalyst will allow for further investment in product offerings, client services, technology, and talent to accelerate growth and create stronger delivery for its clients, including mutual fund shareholders. Janus Henderson believes that following the Transaction it will be even better positioned to deliver differentiated insights, disciplined investments, and world-class service to its clients. |
The Board approved, and determined to recommend that shareholders vote FOR approval of, the new investment advisory agreement for each Fund based on the Board’s review of information regarding the following matters: the management, financial position, access to resources, and business of Trian and General Catalyst; an overview of the history of Trian’s and General Catalyst’s businesses and operations; the proposed structure, operations, and investment processes of the investment management organization after the Transaction and the strategy for operating, governing and growing the business following the Transaction; information about how Trian and General Catalyst will assess potential enhancements to Janus Henderson following the close of the Transaction; the future plans of Janus Henderson with respect to the Funds and the fact that there are not any proposed changes to the operations or structure of the Funds; the future plans of Janus Henderson with respect to the provision of services to the Funds, and the entities providing such services, including those affiliated with Janus Henderson; the terms of the Transaction, and the anticipated management of Janus Henderson following the Closing.
The Board reviewed and considered various factors it deemed relevant, including the following factors, among others, none of which by itself was considered dispositive:
| | The terms of each of the New Advisory Agreements are substantially identical to each of the corresponding Current Advisory Agreements, and the contractual fee rate will not change; |
| | The Adviser’s plans for the operations of the Funds, including its plans for the continued provision of all services currently provided to the Funds by the Adviser and its affiliates, including, among others, investment advisory services, portfolio trading services, investment research and analysis, cash management, investment risk management, compliance, administrative and accounting services, and the personnel and resources expected to support the provision of such services; |
| | Janus Henderson’s assessment of potential organizational benefits resulting from the Transaction, including that: (i) as a private company, Janus Henderson may have more flexibility in making additional investments in its business and patience to make significant long-term investments in its offerings and infrastructure; (ii) Janus Henderson may be able to take advantage of new or enhanced distribution |
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| arrangements introduced as a result of the Transaction and the parties thereto; (iii) the experience, capabilities and resources of Trian and General Catalyst may help Janus Henderson identify, finance and pursue growth opportunities, such as acquisitions; (iv) additional economies of scale could potentially be achieved in the future as a result of the willingness of Trian and General Catalyst to support Janus Henderson’s global asset management business; and (v) the Funds may benefit from organizational resources and initiatives introduced and implemented following the Transaction; and |
| | The support expressed by the current senior management team at Janus Henderson for the Transaction and the Adviser’s recommendation that the Board approve the New Advisory Agreements. |
See “Proposal 1—Board Considerations” for additional information.
| Q: | What will happen if shareholders of my Fund do not approve the new investment advisory agreement before the Closing of the Transaction? |
| A: | Pending shareholder approval of the proposed new investment advisory agreement, Janus Henderson Investors will continue to manage your Fund under an interim investment advisory agreement, which allows Janus Henderson Investors to manage your Fund for up to 150 days after Closing. During this interim period, advisory fees would be placed in escrow. If shareholders approve the new investment advisory agreement during the interim period, Janus Henderson Investors will receive the entire amount in the escrow account (including interest earned). If shareholders do not approve the new investment advisory agreement during the interim period, Janus Henderson Investors will receive the lesser of (i) the costs it incurred in performing such services (plus interest earned on that amount) or (ii) the total amount in the escrow account (plus interest earned). The Board urges you to vote without delay in order to avoid having to enter into an interim investment advisory agreement. |
Proposal 2: Election of Trustees
| Q: | Who are the nominees to be elected Trustees? |
| A: | You are being asked to elect eight Trustees to serve on the Board: Cheryl D. Alston, Alan A. Brown, Raudline Etienne, Darrell B. Jackson, Dominic Janssens, William F. McCalpin, Gary A Poliner and Gwen L. Shaneyfelt. All nominees, other than Gwen L. Shaneyfelt, are currently Trustees of the Trust and have served in that capacity since originally elected or appointed. Ms. Shaneyfelt was unanimously approved by the Board to stand for election, upon a recommendation from the Trust’s Nominating and Governance Committee. Each of the current Trustees and Ms. Shaneyfelt are considered “independent,” meaning that the Trustees and nominees are not affiliated with Janus Henderson Investors US LLC (“Janus Henderson Investors”), the Funds’ adviser, or its related entities (an “Independent Trustee”). |
| Q: | Why am I being asked to elect Trustees? |
| A: | The Funds are not required to hold annual meetings or to elect Trustees annually. The Board has sought to maintain its size at eight members, with each serving as an Independent Trustee. Currently, the Board has seven members, all of whom are Independent Trustees. While the Board ordinarily can fill vacancies without a shareholder vote, under applicable laws new Trustees may not be appointed if after such appointment two-thirds of the Trustees would not have been elected by shareholders, which would be the case if Ms. Shaneyfelt were appointed to the Board. Accordingly, you are being asked to elect Ms. Shaneyfelt and each currently serving Trustee as Independent Trustees to (1) return the Board to its normal size and (2) provide the Board with flexibility going forward to replace Trustees as needed without the time and expense of unnecessary proxy solicitations. Information about the Trustee nominees, including age, principal occupations during the past five years, and other information, such as the nominees’ experience, qualifications, attributes, or skills, is set forth in the Proxy Statement. |
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Voting
| Q: | How does the Board of Trustees of the Trust suggest I vote with respect to each proposal? |
| A: | After careful consideration, the Board of Trustees of the Trust unanimously recommends that you vote “FOR” each proposal. Please see the section of the Proxy Statement for a discussion of the Board’s considerations in making such recommendations. |
| Q: | Who is eligible to vote? |
| A: | Shareholders who owned shares of a Fund and other series of the Trust at the close of business on Thursday, February 12, 2026 (the “Record Date”) will be entitled to be present and vote at the Meeting. Those shareholders are entitled to one vote for each whole dollar (and a proportionate fractional vote for each fractional dollar) of net asset value owned on all matters presented at the Meeting regarding their Fund. |
| Q: | How do I vote my shares? |
| A: | You can vote in any one of five ways: |
| | By Internet through the website listed in the proxy voting instructions; |
| | By telephone by calling the toll-free number listed on your proxy card(s) and following the recorded instructions; |
| | By mail by sending the enclosed proxy card(s) (signed and dated) in the enclosed envelope; |
| | By voting at the virtual Meeting on Monday, May 18, 2026; or |
| | By live agent by calling the fund’s solicitor, Alliance Advisors, LLC (“Alliance Advisors”) toll-free at 1-855-206-2338. |
Whichever method you choose, please take the time to read the full text of the Proxy Statement before you vote.
It is important that shareholders respond to ensure that there is a quorum for the Meeting. If we do not receive your response within a few weeks, you may be contacted by Alliance Advisors, the proxy solicitor engaged by the Funds, who will remind you to vote your shares and help you return your proxy. If we do not receive sufficient votes to approve the proposals by the date of the Meeting, we may adjourn the Meeting to a later date so that we can continue to seek additional votes.
| Q: | If I send my vote in now as requested, can I change it later? |
| A: | Yes. You may revoke your proxy vote at any time before it is voted at the Meeting by: (i) delivering a written revocation to the Secretary of the Trust at 151 Detroit Street, Denver, Colorado 80206; (ii) submitting a subsequently executed proxy vote; or (iii) attending the Meeting virtually and voting online. Even if you plan to attend the Meeting, we ask that you return your proxy. This will help us ensure that an adequate number of shares are present at the Meeting for consideration of the proposals. |
| Q: | What is the required vote to approve the proposals? |
| A: | Approval of Proposal 1 with respect to each Fund requires the affirmative vote of a “majority of the outstanding voting securities” as defined under the Investment Company Act of 1940, as amended (such a majority referred to herein as a “1940 Act Majority”), of such Fund. A 1940 Act Majority means the affirmative vote of the lesser of (i) 67% of the shares of the Fund entitled to vote thereon present at the Meeting, if the holders of more than 50% of such outstanding shares are present virtually or represented by proxy; or (ii) more than 50% of such outstanding shares of the Fund entitled to vote thereon. |
Shareholders of each Fund (with all classes of shares of a Fund voting together as a single class) will vote separately on Proposal 1 relating to their Fund. An unfavorable vote on any proposal by the shareholders of one Fund will not affect the implementation of such proposal by another Fund if the proposal is approved by the shareholders of that Fund. However, Proposal 1 will only take effect upon the closing of the Transaction, which is conditioned upon, among other things, obtaining the approval of new investment advisory agreements by Janus Henderson’s advisory clients, including the Funds, representing a specified percentage of Janus Henderson’s assets under management.
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For Proposal 2, the Trustee elections will be determined by the affirmative vote of a plurality (the greatest number of affirmative votes) of the shares of all funds of the Trust, including all Funds listed in this Proxy Statement.
A quorum of shareholders is required to take action at the Meeting. The presence virtually or by proxy of the holders of record of 30% of shares outstanding and entitled to vote at the Meeting constitutes a quorum.
| Q: | Who is paying the costs of this solicitation? |
| A: | The Funds will not bear any fees or expenses arising out of the Transaction, including expenses associated with proxy solicitation with respect to Proposal 1. Janus Henderson Investors will pay the fees and expenses related to Proposal 1, including the applicable portion of the cost of the preparation of proxy materials and their distribution, and costs incurred with the solicitation of proxies, including any additional solicitation made by letter, telephone, or otherwise, and the Meeting. |
The fees and expenses related to Proposal 2, including the applicable portion of the cost of the preparation of proxy materials and their distribution, and costs incurred with the solicitation of proxies, including any additional solicitation made by letter, telephone, or otherwise, and the Meeting, will be split, with 50% being paid by Janus Henderson Investors and 50% being paid by the Funds.
| Q: | Who should I call for additional information about this Proxy Statement? |
| A: | Please call Alliance Advisors, the proxy solicitor engaged by the Funds, toll-free at 1-855-206-2338. |
| Q: | How is the Meeting being held? |
| A: | The Meeting will be held in a virtual meeting format, which will be conducted via live webcast. You may attend the Meeting, vote your shares electronically and submit questions by visiting https://web.viewproxy.com/janushendersonjifjas/2026. |
Please see the “Important Information About the Meeting” section of the Proxy Statement that accompanies this notice for more details regarding the logistics of the virtual Meeting, including the ability of shareholders to submit questions during the Meeting, and technical details and support related to accessing the virtual platform. There is no physical location for the Meeting. You will not be able to attend the Meeting in person.
Certain other Janus Henderson funds, which are series of a separate trust, are issuing separate proxy solicitation materials but will participate in the Joint Special Meeting of Shareholders. The Meeting is scheduled as a joint meeting of the Funds and the other Janus Henderson funds that will participate in the Meeting because the shareholders of each of the Funds and such other Janus Henderson funds are expected to consider and vote on similar matters. In the event that any shareholder of the Trust or the other participating trust present at the meeting objects to the holding of a joint meeting and moves for an adjournment of the Meeting with respect to the Trust or the other participating trust to a time immediately after the Meeting, so that Meeting with respect to the Trust or other participating trust may be held separately, the chairperson of the Meeting will adjourn the Meeting as so requested.
| Q: | Why did I receive a notice regarding the Internet availability of proxy materials instead of a paper copy of proxy materials? |
| A: | The U.S. Securities and Exchange Commission (the “SEC”) has approved “Notice and Access” rules relating to the delivery of proxy materials over the Internet. These rules permit the Trust to furnish proxy materials, including this proxy statement, to shareholders by providing access to such documents on the Internet instead of mailing printed copies. Certain shareholders will not receive paper copies of the proxy materials unless they request them. Instead, the Notice of Internet Availability of Proxy Materials, which will be mailed to our shareholders, provides instructions regarding how you may access and review all of the proxy materials on the Internet. The Notice of Internet Availability of Proxy Materials also instructs you as to how you may authorize your proxy via the Internet or by telephone. If you would like to receive a paper or email copy of our proxy materials, you should follow the instructions for requesting such materials printed on the Notice of Internet Availability of Proxy Materials. |
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| Q: | Can I vote my shares by filling out and returning the Notice of Internet Availability of Proxy Materials Card? |
| A: | No. The Notice of Internet Availability of Proxy Materials identifies the items to be voted on at the Meeting, but you cannot vote by marking the Notice of Internet Availability of Proxy Materials and returning it. The Notice of Internet Availability of Proxy Materials provides instructions on how to authorize your proxy via the Internet or by telephone or vote in person at the Meeting or to request a paper proxy card, which will contain instructions for authorizing a proxy by the Internet, by telephone or by returning a signed paper proxy card. |
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March 2, 2026
JANUS INVESTMENT FUND
| Janus Henderson Absolute Return Income Opportunities Fund* Janus Henderson Adaptive Risk Managed U.S. Equity Fund Janus Henderson Balanced Fund Janus Henderson Contrarian Fund Janus Henderson Developed World Bond Fund Janus Henderson Enterprise Fund Janus Henderson European Focus Fund Janus Henderson Flexible Bond Fund Janus Henderson Forty Fund Janus Henderson Global Allocation Fund – Conservative Janus Henderson Global Allocation Fund – Growth Janus Henderson Global Allocation Fund – Moderate Janus Henderson Global Equity Income Fund Janus Henderson Global Life Sciences Fund Janus Henderson Global Real Estate Fund Janus Henderson Global Research Fund Janus Henderson Global Select Fund |
Janus Henderson Global Sustainable Equity Fund Janus Henderson Global Technology and Innovation Fund Janus Henderson Government Money Market Fund Janus Henderson Growth and Income Fund Janus Henderson High-Yield Fund Janus Henderson International Dividend Fund Janus Henderson Mid Cap Value Fund Janus Henderson Money Market Fund Janus Henderson Multi-Sector Income Fund Janus Henderson Overseas Fund Janus Henderson Research Fund Janus Henderson Short Duration Flexible Bond Fund Janus Henderson Small Cap Value Fund Janus Henderson Small-Mid Cap Value Fund Janus Henderson Triton Fund Janus Henderson U.S. Dividend Income Fund Janus Henderson Venture Fund |
| * | Effective on or about March 4, 2026, Janus Henderson Absolute Return Income Opportunities Fund will be renamed Janus Henderson Low Duration Multi-Sector Income Fund |
151 Detroit Street
Denver, Colorado 80206
JOINT SPECIAL MEETING OF SHAREHOLDERS
This is a joint proxy statement (the “Proxy Statement”) for the Janus Henderson funds listed above (each, a “Fund” and collectively, the “Funds”), each a series of Janus Investment Fund (the “Trust”). Proxies for a joint Special Meeting of Shareholders of each Fund are being solicited by the Board of Trustees of the Trust (the “Board,” the “Board of Trustees,” or the “Trustees”) to approve the following proposals (each, a “Proposal”) that have already been approved by the Board:
Proposals
| 1. | To approve a new investment advisory agreement between the Trust, on behalf of your Fund, and Janus Henderson Investors US LLC (“Janus Henderson Investors” or the “Adviser”). |
| 2. | To elect eight Trustees as the Board of Trustees of the Trust. |
The joint Special Meeting of Shareholders will be held on Monday, May 18, 2026 at 11:00 am Mountain Time, or at such later time as may be necessary due to adjournments or postponements thereof (the “Meeting”). The Meeting will be held in a virtual meeting format, which will be conducted via live webcast. There is no physical location for the Meeting. You may attend the Meeting, vote your shares electronically and submit questions by visiting https://web.viewproxy.com/janushendersonjifjas/2026. Any shareholder of record who owned shares of the Trust or a Fund as of the close of business on Thursday, February 12, 2026 (the “Record Date”) will receive notice of the Meeting and will be entitled to vote at the Meeting.
At the Meeting, you will be asked to vote on each Proposal with respect to each Fund of which you held shares as of the Record Date. You should read the entire Proxy Statement before voting. If you have any questions, please call our proxy solicitor, Alliance Advisors, LLC (“Alliance Advisors”), toll-free at 1-855-206-
2338. This Proxy Statement, Notice of a Joint Special Meeting, and the proxy card(s) are first being mailed to shareholders and contract owners on or about March 5, 2026.
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 calling a Janus Henderson representative at 1-877-335-2687 (or 1-800-525-3713 if you hold shares directly with Janus Henderson Services), via the Internet at janushenderson.com/info, or by sending a written request to the Secretary of the Trust at 151 Detroit Street, Denver, Colorado 80206.
Important Information About the Meeting
Virtual Meeting
The Meeting will be a virtual meeting, which will be conducted via live webcast.
To participate in the Meeting virtually via the Internet, please visit https://web.viewproxy.com/janushendersonjifjas/2026 to register. Requests for registration must be received no later than 5:00 pm Eastern Time, on Friday, May 15, 2026. You may ask Meeting related questions during the virtual Meeting registration process. Questions will be reviewed and responded to as needed. Once your registration is approved, you will receive an email confirming your registration and providing you with your unique link and password to access the meeting.
If your shares are held through an intermediary, such as a brokerage account, bank, or other holder of record, you will need to request a legal proxy from the intermediary to vote at the meeting, which serves as proof of holdings. On the day of the Meeting, you may only vote during the meeting by e-mailing a copy of your legal proxy to virtualmeeting@viewproxy.com. Please note that obtaining a legal proxy may take several days.
Attending the Virtual Meeting
The Meeting will be held entirely online using the unique link and password provided to you in your Meeting registration confirmation email. Additional information about the Meeting is provided below:
| | Shareholders may submit questions while attending the Meeting via the Internet. For instructions on how to do so, see below. |
| | The meeting webcast will begin promptly at 11:00 am, Mountain Time on Monday, May 18, 2026. |
| | We encourage you to access the meeting prior to the start time. Online check-in will begin at 10:30 am, Mountain Time, and you should allow ample time for the check-in procedures. |
Submitting Questions at the Virtual Meeting
During the Meeting, if you wish to ask a question, you may do so by clicking the Q&A button on the virtual meeting platform and entering your question in the field provided in the web portal at or before the time the matters are before the Meeting for consideration. Questions submitted during the Meeting will not be visible to other attendees. During the formal portion of the Meeting, all questions presented should relate directly to the Proposal under discussion, which will be answered before the voting is closed. To allow us to answer questions from as many shareholders as possible, we may limit the number of questions each shareholder may ask. Questions from multiple shareholders on the same topic or that are otherwise related to a particular topic may be grouped, summarized and answered together. If questions submitted are irrelevant to the business of the Meeting or are out of order or not otherwise suitable for the conduct of the Meeting as determined in the judgment of the chair of the Meeting, we may choose not to address them. If there are any matters of individual concern to a shareholder and not of general concern to all shareholders, or if a question posed was not otherwise answered, such matters may be raised separately after the Meeting.
Technical Assistance for the Virtual Meeting
We encourage shareholders to log into the virtual Meeting at least fifteen (15) minutes prior to the start of the Meeting to test their Internet connectivity. If you encounter any technical difficulties with the virtual meeting
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platform on the day of the Meeting, please contact Alliance Advisors, toll-free at 1-866-612-8937. Technical support will be available starting at 10:30 am, Mountain Time on Monday, May 18, 2026 and will remain available until thirty (30) minutes after the meeting has finished.
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The Adviser is an indirect wholly-owned subsidiary of Janus Henderson Group plc (“Janus Henderson”), a publicly traded company with principal operations in financial asset management businesses and approximately $493.2 billion in assets under management as of December 31, 2025. On December 21, 2025, Janus Henderson, Jupiter Company Limited, a company incorporated in Jersey (“Parent”), and Jupiter Merger Sub Limited, a company incorporated in Jersey and a wholly owned subsidiary of Parent (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Agreement”), pursuant to which, in accordance with the Companies (Jersey) Law 1991 (as amended from time to time), Parent will acquire Janus Henderson by Merger Sub merging with and into Janus Henderson, with Janus Henderson continuing as the surviving corporation and a wholly owned subsidiary of Parent (the “Transaction”).
Parent was formed by funds associated with Trian Fund Management, L.P., a Delaware limited partnership (“Trian”), solely for the purpose of engaging in the transactions contemplated by the merger agreement. Immediately prior to the effective time of the merger, Parent will be owned by, among others, funds associated with Trian and funds associated with General Catalyst Group Management, LLC, a Delaware limited liability company (“General Catalyst”). Subject to certain conditions, the Transaction is expected to close in mid-2026 (the “Closing”).
Trian, an investment firm with significant experience investing and operating in the asset management sector, currently owns 20.7% of Janus Henderson’s outstanding shares and has been a shareholder since 2020 with Board representation since 2022. General Catalyst is a global investment and transformation company with a focus on applying artificial intelligence to enhance business operations.
As a result of the Transaction, Janus Henderson will no longer be a publicly traded company. As a private company, Janus Henderson would continue to be led by its current management team with Ali Dibadj as Chief Executive Officer and would maintain its main presence in both London, England, and Denver, Colorado.
Completion of the Transaction is subject to the satisfaction or waiver of certain conditions, including (i) the requisite approval of the Agreement by the holders of common stock of Janus Henderson; (ii) regulatory approvals; and (iii) receipt of certain third party consents, including approval of new investment advisory agreements by Janus Henderson advisory clients, including the Funds, representing a specified percentage of Janus Henderson’s assets under management. The Agreement also contains certain termination rights for each of Janus Henderson and Trian and General Catalyst, acting through Parent.
Shareholders of the Funds are not being asked to vote on the Transaction. Rather, shareholders of the Funds are being asked to consider Proposal 1 (to approve a new investment advisory agreement) in connection with the Transaction. Proposal 1 is contingent upon the Closing of the Transaction and, if approved, will take effect only if the Transaction closes.
Shareholders of the Funds are also being asked to consider Proposal 2 (to elect Trustees of the Trust). Proposal 2 is not related to the Transaction and, if approved, will take effect whether or not the Transaction closes.
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APPROVAL OF NEW INVESTMENT ADVISORY AGREEMENT
(All Funds)
Pursuant to a separate investment advisory agreement between Janus Hendersons Investors and the Trust on behalf of each Fund (each a “Current Advisory Agreement” and collectively, the “Current Advisory Agreements”), Janus Henderson Investors serves as each Fund’s investment adviser. The date of each Fund’s Current Advisory Agreement and the date on which it was last approved by shareholders and approved for continuance by the Board are provided in Appendix B to this Proxy Statement.
Each Current Advisory Agreement, as required by Section 15 of the Investment Company Act of 1940, as amended (the “1940 Act”), provides for its automatic termination in the event of its “assignment” (as defined in the 1940 Act). The Closing of the Transaction will cause a change of control of Janus Henderson, resulting in an “assignment” of each Current Advisory Agreement and, consequently, the automatic termination of each Current Advisory Agreement, as required by the 1940 Act. The 1940 Act requires that a new advisory agreement be approved by the board of trustees and the shareholders of a fund in order for it to become effective.
The Proposal
With respect to each Fund, shareholders of the Fund are being asked to approve a new investment advisory agreement between the Trust, on behalf of the Fund, and the Adviser that is substantially identical to the Current Advisory Agreement to take effect immediately after the Transaction or shareholder approval, whichever is later (each, a “New Advisory Agreement” and collectively, the “New Advisory Agreements”).
At a meeting of the Board held on February 11, 2026, and for the reasons discussed below, including the Adviser’s recommendation that the Board approve the New Advisory Agreements (see “Board Considerations”), the Board, including the Trustees who are not “interested persons” (as defined in Section 2(a)(19) of the 1940 Act) of the Funds or the Adviser and would not be an interested person of the Adviser upon the Closing of the Transaction (the “Independent Trustees”), unanimously approved the New Advisory Agreement on behalf of each Fund and unanimously recommended approval of the New Advisory Agreement by shareholders. For additional information regarding the Board’s consideration of the New Advisory Agreements, see “Board Considerations” below. The form of the New Advisory Agreement is attached hereto as Appendix N to this Proxy Statement.
Comparison of Current Advisory Agreements and New Advisory Agreements
The terms of each New Advisory Agreement are substantially identical and have no material differences to those of the Current Advisory Agreements. There is no change in the fee rate payable by each Fund to the Adviser. Changes made to the New Advisory Agreement compared to the Current Advisory Agreement include the date of expiration, and, for Funds with a performance-based investment advisory fee, maintaining the continuity of such fee. Below is a comparison of certain terms of the Current Advisory Agreement to the terms of the New Advisory Agreement.
Investment Advisory Services. The investment advisory services to be provided by the Adviser to each Fund are the same under the Current Advisory Agreements and the New Advisory Agreements. Both the Current Advisory Agreements and New Advisory Agreements provide that the Adviser shall furnish continuous advice and recommendations to each Fund, and shall have authority to act with respect thereto, as to the acquisition, holding, or disposition of any or all of the securities or other assets which each Fund may own or contemplate acquiring from time to time. The Adviser shall give due consideration to the investment policies and restrictions and the other statements concerning each Fund in the Trust’s Amended and Restated Declaration of Trust, as then in effect, the Trust’s Amended and Restated Bylaws, as then in effect, and the registration statements of the Trust, and to provisions of the Internal Revenue Code, as applicable to each Fund as a regulated investment company. In addition, the Adviser shall cause its officers to attend meetings and furnish oral and written reports, as each Fund may reasonably require, in order to keep the Board and appropriate officers of each Fund fully informed as to the condition of the investment portfolio of each Fund. The investment advisory services are expected to be provided by the same personnel of the Adviser under the New Advisory Agreements as under the Current Advisory Agreements.
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Fees. Under each Current Advisory Agreement and New Advisory Agreement, the Fund pays to the Adviser an investment advisory fee which is calculated daily and paid monthly. Each Fund’s investment advisory fee rate under the New Advisory Agreement for such Fund is identical to the investment advisory fee rate under the Current Advisory Agreement. Certain Funds pay an investment advisory fee rate that may adjust up or down based on such Fund’s performance relative to the cumulative investment record of its benchmark index over a performance measurement period. For each such Fund, the terms of such performance adjustment under the New Advisory Agreement are identical to the terms of such performance adjustment under the Current Advisory Agreement. Appendix C to this Proxy Statement sets forth each Fund’s investment advisory fee rate, including those Funds with an investment advisory fee rate subject to a performance adjustment. Appendix F to this Proxy Statement sets forth the amount of fees paid to the Adviser during each Fund’s most recently ended fiscal year.
Janus Henderson Investors has contractually agreed to waive a portion of its investment advisory fee and/or reimburse Fund expenses with respect to certain Funds. See Appendix F for additional information regarding fee waivers.
Payment of Expenses. Under each Current Advisory Agreement and the New Advisory Agreement, the Funds assume and pay all expenses incidental to their organization, operations and business not specifically assumed or agreed to be paid by the Adviser. These Fund expenses include custodian and transfer agency fees and expenses, brokerage commissions and dealer spreads, and other expenses in connection with the execution of portfolio transactions, legal and accounting expenses, interest, taxes, a portion of trade association or other investment company organization dues and expenses, registration fees, expenses of shareholders’ meetings, reports to shareholders, fees and expenses of Independent Trustees, and other costs of complying with applicable laws regulating the sales of Fund shares. The Funds, along with other Janus Henderson funds, also pay some or all of the salaries, fees, and expenses of certain Fund officers and employees of the Adviser (also sharing certain expenses and salaries for the Funds’ Chief Compliance Officer and other compliance-related personnel employed by the Adviser as authorized by the Trustees from time to time). For Janus Henderson Money Market Fund and Janus Henderson Government Money Market Fund (together, the “Money Market Funds”), the Adviser pays for certain of these expenses pursuant to an Administration Agreement between the Adviser and these Funds.
Other Services. Under each Current Advisory Agreement and New Advisory Agreement, the Adviser is authorized, but not obligated, to perform management and administrative services necessary for the operation of each Fund. Specifically, the Adviser is authorized to conduct relations with custodians, depositories, transfer and pricing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurance company separate accounts, insurers, banks and such other persons in any such other capacity deemed by the Adviser to be necessary or desirable. The Adviser shall also generally monitor and report to the officers of the Trust regarding each Fund’s compliance with investment policies and restrictions as set forth in the currently effective prospectus and statement of additional information relating to the shares of each Fund. Additionally, the Adviser shall make reports to the Board of its performance of services upon request and furnish advice and recommendations with respect to such other aspects of the business and affairs of each Fund as it shall determine to be desirable. The Adviser is also authorized, subject to review by the Board, to furnish such other services as the Adviser shall from time to time determine to be necessary or useful to perform the services contemplated by the agreement. The Adviser also serves as administrator to the Funds pursuant to an Administration Agreement between Janus Henderson Investors and the Trust. See “Affiliated Service Providers, Affiliated Brokerage and Other Fees—Administrator” for additional information regarding these administrative services.
Limitation on Liability. The Current Advisory Agreements and New Advisory Agreements provide that the Adviser will not be liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission taken with respect to a Fund, except for willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties except to the extent otherwise provided by law.
Continuance. The Current Advisory Agreement for each Fund continues in effect for successive one-year periods after its initial term, if such continuance is specifically approved at least annually by (a) the vote of a majority of the Independent Trustees cast in person at a meeting called for the purpose of voting on the terms of such renewal,
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and (b) either the Trustees of the Trust or the affirmative vote of a majority of the outstanding voting securities of the Fund. The New Advisory Agreement for each Fund will have an initial term of one year, and will continue thereafter for successive one-year periods if approved by the Board at least annually in the manner required by the 1940 Act and the rules and regulations thereunder, in the same manner required under the Current Advisory Agreement.
Termination. The Current Advisory Agreement and New Advisory Agreement for each Fund provide that the agreement may be terminated at any time, without penalty, by the Board, or by the shareholders of the Fund acting by vote of at least a majority of its outstanding voting securities, provided in either case that sixty (60) days’ advance written notice of termination be given to the Adviser at its principal place of business. Further, the Current Advisory Agreement and the New Advisory Agreement may be terminated by the Adviser at any time, without penalty, by giving sixty (60) days’ advance written notice of termination to the Fund, addressed to its principal place of business.
In the event shareholders of a Fund do not approve the New Advisory Agreement at the Meeting prior to the Closing of the Transaction, an interim investment advisory agreement between the Adviser and such Fund (each, an “Interim Advisory Agreement” and collectively, the “Interim Advisory Agreements”) will take effect upon the Closing of the Transaction. At a meeting of the Board held on February 11, 2026, the Board, all of whom are Independent Trustees, unanimously approved an Interim Advisory Agreement for each Fund in order to assure continuity of investment advisory services to the Funds after the Transaction. The terms of each Interim Advisory Agreement are substantially identical to those of the applicable Current Advisory Agreement and New Advisory Agreement, except for the term and escrow provisions described below. Each Interim Advisory Agreement will continue in effect for a term ending on the earlier of 150 days from the closing of the Transaction (the “150-day period”) or when shareholders of the applicable Fund approve the New Advisory Agreement. Pursuant to Rule 15a-4 under the 1940 Act, compensation earned by the Adviser under an Interim Advisory Agreement will be held in an interest-bearing escrow account. If shareholders of a Fund approve the New Advisory Agreement prior to the end of the 150-day period, the amount held in the escrow account under the Interim Advisory Agreement will be paid to the Adviser. If shareholders of a Fund do not approve the New Advisory Agreement prior to the end of the 150-day period, the Board will take such action as it deems to be in the best interests of the Fund, and the Adviser will be paid the lesser of its costs incurred in performing its services under the Interim Advisory Agreement or the total amount in the escrow account, plus interest earned.
Certain Conditions under the 1940 Act
The Board has been advised that the parties to the Agreement have structured the Transaction in reliance upon Section 15(f) of the 1940 Act. Section 15(f) provides in substance that when a sale of a controlling interest in an investment adviser occurs, the investment adviser or any of its affiliated persons may receive any amount or benefit in connection with the sale so long as two conditions are satisfied. The first condition of Section 15(f) is that, during the three-year period following the consummation of a transaction, at least 75% of the investment company’s board of directors must not be “interested persons” (as defined in the 1940 Act) of the investment adviser or predecessor adviser. The composition of the Board of the Trust currently meets this test and would continue to meet this test after the trustee election pursuant to Proposal 2. Second, an “unfair burden” (as defined in the 1940 Act, including any interpretations or no-action letters of the Securities and Exchange Commission (the “SEC”) or the staff of the SEC) must not be imposed on the investment company as a result of the transaction relating to the sale of such interest, or any express or implied terms, conditions or understandings applicable thereto. The term “unfair burden” (as defined in the 1940 Act) includes any arrangement, during the two-year period after the transaction, whereby the investment adviser (or predecessor or successor adviser), or any “interested person” (as defined in the 1940 Act) of such an adviser, receives or is entitled to receive any compensation, directly or indirectly, from the investment company or its security holders (other than fees for bona fide investment advisory or other services) or from any person in connection with the purchase or sale of securities or other property to, from or on behalf of the investment company (other than bona fide ordinary compensation as principal underwriter for the investment company). Under the Agreement, Trian and General Catalyst, acting through Parent, have acknowledged Janus Henderson’s reliance upon the benefits and protections provided by Section 15(f) and have agreed to use reasonable best efforts after the Closing to conduct its business to cause the requirements of Section 15(f) to be met in respect of the Transaction.
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Additional Information About the Adviser
The Adviser, a registered investment adviser, is organized as a Delaware limited liability company and is an indirect, wholly owned subsidiary of Janus Henderson. Janus Henderson is a global active asset manager dedicated to helping clients define and achieve superior financial outcomes through differentiated insights, disciplined investments, and world-class service. As of December 31, 2025, Janus Henderson had approximately $493.2 billion in assets under management, more than 2,000 employees, and offices in 25 cities worldwide. Headquartered in London, Janus Henderson is listed on the New York Stock Exchange.
The Adviser (together with its predecessors and affiliates) has served as investment adviser to Janus Henderson Investors mutual funds since 1970 and currently serves as investment adviser to all of the Janus Henderson Investors funds, the Janus Henderson Investors exchange-traded funds, acts as subadviser for a number of private-label mutual funds, and provides separate account advisory services for institutional accounts and other unregistered products. The Adviser has leveraged its research-driven investment philosophy and culture to other areas of the markets, including fundamental fixed income, global macro fixed income, diversified alternatives and exchange-traded products. As of December 31, 2025, the Adviser had approximately $323.3 billion in assets under management. The business address of Janus Henderson and the Adviser is 151 Detroit Street, Denver, Colorado 80206.
Information regarding other registered investment companies or series thereof (other than the Trust and the Funds) managed by the Adviser, that have similar investment strategies to a Fund is set forth in Appendix D to this Proxy Statement.
Certain information regarding the executive officers and directors of the Adviser and is set forth in Appendix E to this Proxy Statement.
Affiliated Service Providers, Affiliated Brokerage and Other Fees
Administrator. Janus Henderson Investors also serves as administrator to the Funds pursuant to an Administration Agreement between Janus Henderson Investors and the Trust. Janus Henderson Investors is authorized to delegate to others to perform certain administrative and other services. Pursuant to the Administration Agreement between Janus Henderson Investors and the Trust, the non-money market Funds (except for Janus Henderson Global Allocation Fund – Conservative, Janus Henderson Global Allocation Fund – Moderate, and Janus Henderson Global Allocation Fund – Growth (together, the “Allocation Funds”)) reimburse Janus Henderson Investors for reasonable costs incurred in performing certain administrative and clerical functions. Some examples of these reimbursable expenses include net asset value determination, fund accounting, updating of the Trust’s registration statement, and supporting the Board of Trustees. Pursuant to an Administration Agreement between Janus Henderson Investors and the Trust, on behalf of the Allocation Funds, Janus Henderson Investors bears expenses not otherwise detailed in the Current Advisory Agreement and New Advisory Agreement for the Allocation Funds, that are incurred in connection with the operation of the Allocation Funds. Janus Henderson Investors does not receive compensation as administrator of the non-money market funds or the Allocation Funds. Pursuant to Administration Agreements between the Money Market Funds, Janus Henderson Investors receives an annual administration fee at the following rates of average daily net assets:
| Share Class |
Administration Fee | |||
| Janus Henderson Government Money Market Fund |
||||
| American Cancer Society Support* - Class D Shares |
0.20 | % | ||
| American Cancer Society Support - Class T Shares |
0.28 | % | ||
| American Cancer Society Support - Class I Shares |
0.18 | % | ||
| American Cancer Society Support - Class N Shares |
0.02 | % | ||
| Janus Henderson Money Market Fund |
||||
| Class D Shares |
0.18 | % | ||
| Class T Shares |
0.28 | % | ||
| * | The American Cancer Society® (ACS) does not endorse any service or product. Shares of Janus Henderson Government Money Market Fund are not sponsored, endorsed, or promoted by the ACS, and the ACS is not an investment adviser or service provider to the Fund, Janus Investment Fund, or Janus Henderson. |
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Janus Henderson Investors uses this fee to pay for the Money Market Funds’ expenses such as, but not limited to, custody, transfer agency, and fund accounting services; shareholder servicing; provision of office facilities and personnel necessary to carry on the business of the Funds; recordkeeping; and preparation of prospectuses, statements of additional information, and required tax reports. Information regarding the amounts paid by the Money Market Funds to Janus Henderson Investors, as administrator, during the Funds’ last fiscal year is set forth in Appendix F to this Proxy Statement.
Distributor. Janus Henderson Distributors LLC (the “Distributor”), located at 151 Detroit Street, Denver, Colorado 80206, a wholly-owned subsidiary of the Adviser, serves as the distributor for the Funds’ shares. According to plans adopted pursuant to Rule 12b-1 under the 1940 Act for Class R Shares, Class S Shares, Class A Shares and Class C Shares of the Funds, the Distributor receives a 12b-1 fee from each such class of shares that is used to pay for distribution and/or shareholder services. Class A Shares and Class S Shares pay the Distributor a 12b-1 fee at the annual rate of up to 0.25% of the average daily net assets of Class A Shares and Class S Shares. Class C Shares pay a 12b-1 fee to the Distributor of up to 1.00% (0.75% distribution fee and 0.25% shareholder services fee) of the average daily net assets of Class C Shares. Class R Shares pay a 12b-1 fee to Janus Distributors of up to 0.50% of the average daily net assets of Class R Shares. Payments are made to the Distributor, who may make ongoing payments to financial intermediaries and may retain amounts paid by the Funds. Payments under the plans are not tied exclusively to actual distribution and shareholder service expenses, and the payments may exceed distribution and shareholder service expenses actually incurred. The Distributor intends to continue to provide the same services after implementation of the proposed New Advisory Agreements. Fees paid by Class A Shares, Class C Shares, Class R Shares, and Class S Shares of each Fund to the Distributor, pursuant to their respective 12b-1 plan, during the Fund’s last fiscal year is set forth in Appendix F to this Proxy Statement.
Transfer Agent. Janus Henderson Services US LLC (“Janus Henderson Services”), located at 151 Detroit Street, Denver, Colorado 80206, a wholly-owned subsidiary of the Adviser, serves as each Fund’s transfer agent. In addition, Janus Henderson Services provides or arranges for the provision of certain other administrative services including, but not limited to, recordkeeping, subaccounting, order processing for omnibus or networked accounts, and other non-distribution related shareholder services for the Funds. Pursuant to the Transfer Agency Agreement between the Trust and Janus Henderson Services, each class of shares of each Fund reimburses Janus Henderson Services for out-of-pocket expenses incurred by Janus Henderson Services in connection with services rendered. In addition, Janus Henderson Services receives a shareholder servicing fee paid by Class D Shares at the annual rate up to 0.12% of Class D Shares’ average daily net assets, and paid by each of Class T Shares, Class S Shares and Class R Shares at the annual rate of 0.25% of the average daily net assets of such share class. Such fee compensates Janus Henderson Services for providing or arranging for the provision of certain other administrative or other shareholder services. Janus Henderson Services may pass through all or a portion of the shareholder services fee received from Class T Shares, Class R Shares, and Class S Shares to financial intermediaries. Janus Henderson Services intends to continue to provide the same services after implementation of the proposed New Advisory Agreements. Fees paid by Class D Shares, Class T Shares, Class S Shares and, Class R Shares of each Fund to Janus Henderson Services during the Fund’s last fiscal year is set forth in Appendix F to this Proxy Statement.
Affiliated Brokerage. No Fund paid brokerage commissions within the last fiscal year to (i) any broker that is an affiliated person of such Fund or an affiliated person of such person, or (ii) any broker an affiliated person of which is an affiliated person of such Fund or the Adviser of such Fund.
Payments to Affiliates. During each Fund’s last fiscal year, no Fund made any material payments to the Adviser to such Fund or any affiliated person of the Adviser to such Fund for services provided to the Fund (other than pursuant to the Current Advisory Agreement, Administration Agreement, or fees paid to the Distributor or Janus Henderson Services as described herein).
The Board of Trustees of the Trust, all of whom are Independent Trustees, convened a special meeting of the Board on January 14, 2026 (the “January 14 Special Meeting”), to meet with management representatives of
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Janus Henderson for a preliminary discussion of the Transaction, its anticipated timeline and the expected implications for the Adviser and the Funds overseen by the Trustees. In connection with the January 14 Special Meeting, the Trustees also met and conferred with their independent legal counsel to formulate a due diligence process to seek to ensure that the Trustees have sufficient information to exercise their reasonable business judgment and determine whether to approve the New Advisory Agreements and to recommend that shareholders of the Funds do the same.
As part of its due diligence process, the Board developed an initial list of questions and informational requests related to the proposed Transaction, which was issued to the Adviser on January 16, 2026. At a special Board meeting held on January 30, 2026 (the “January 30 Special Meeting”), the Board reviewed and considered the Adviser’s response to the initial information request and raised various questions with management of Janus Henderson. Among other things, various Janus Henderson management representatives discussed the expected impact of the Transaction on the nature, extent, and quality of services the Adviser and its affiliates are expected to provide to the Funds following the Transaction, addressing, among other matters, the personnel expected to provide such services and efforts to attract and retain human capital, and the resources available to do so.
At the January 30 Special Meeting, in response to the Board’s request, certain representatives of Trian and General Catalyst met with the Independent Trustees to address various questions regarding each organization and the anticipated management and operation of Janus Henderson and the Adviser upon the Closing of the Transaction. With respect to Trian, the Trustees also considered its history as a significant shareholder of Janus Henderson for several years, including with nonexecutive director representatives on the Janus Henderson Board of Directors, and Trian’s support for the operational and strategic initiatives implemented by Janus Henderson’s senior management.
After the January 30 Special Meeting, the Trustees, in consultation with independent legal counsel, developed a supplemental request for additional information, which was provided to the Adviser on February 2, 2026. At a subsequent in-person special Board meeting held on February 11, 2026 (the “February 11 Special Meeting”), the Board considered the Adviser’s response to the supplemental information request and again met with the management of Janus Henderson to discuss the impact of the Transaction on the nature, extent, and quality of services the Adviser is expected to provide to the Funds following the Transaction, and also met with various officers of the Funds and of the Adviser. At the February 11 Special Meeting, the Board considered the proposed New Advisory Agreement and the proposed Interim Advisory Agreement for each of the Funds. During each of these meetings, the Board sought additional and clarifying information as it deemed necessary or appropriate. Throughout the process, the Board had the assistance of its independent legal counsel, who advised them on, among other things, its duties and obligations.
In connection with the Board’s review, the Adviser provided, and the Board obtained, information regarding the following matters: the management, financial position, access to resources, and business of Trian and General Catalyst; an overview of the history of Trian’s and General Catalyst’s businesses and operations; the proposed structure, operations, and investment processes of the investment management organization after the Transaction and the strategy for operating, governing and growing the business following the Transaction; information about how Trian and General Catalyst will assess potential enhancements to Janus Henderson following the close of the Transaction; the future plans of Janus Henderson with respect to the Funds and the fact that there are not any proposed changes to the operations or structure of the Funds; and the future plans of Janus Henderson with respect to the provision of services to the Funds, and the entities providing such services, including those affiliated with Janus Henderson. The Board also received information regarding the terms of the Transaction, and the anticipated management of Janus Henderson following the Closing.
In considering whether to approve the New Advisory Agreements, the Trustees also took into account their annual contract review process (“Annual Contract Review”) that they had recently undertaken, including with respect to the proposed continuation of the Current Advisory Agreements which had been approved for renewal at a meeting of the Board held on December 9-10, 2025. The Board noted that, as part of its Annual Contract Review, independent legal counsel to the Independent Trustees prepares and issues various informational requests to the Adviser and its affiliates so that, in conjunction with information provided by other parties,
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including its independent fee consultant, as well as information provided by the Adviser and the independent fee consultant over the course of the year, the Independent Trustees have sufficient information on which they were able to make an informed determination about the continuation of the Current Advisory Agreements. The Board noted that the information provided and considered in connection with the Annual Contract Review addressed various aspects of the Adviser’s organization, resources, and capabilities, including the nature and quality of services provided by the Adviser, as well as numerous other factors relevant to the consideration of the Current Advisory Agreements. These other factors included, among other things: each Fund’s investment performance, on an absolute basis and relative to appropriate peer groups and one or a combination of market indices; investment management fees, management fee breakpoints, performance fee structures, expense ratios, and asset sizes of the Funds, as applicable, and peer groups; the Adviser’s estimated profitability from the investment management services it provides to each Fund and whether the Adviser receives adequate incentives and resources to manage the Funds effectively; and other “fall-out” or ancillary benefits that accrue to the Adviser and its affiliates from their relationships with the Funds, including revenues derived from services provided to the Funds by affiliates of the Adviser. The Trustees also considered that the Current Advisory Agreements are the product of multiple years of review and negotiation and information received and considered by the Board in the exercise of their business judgment during those years. In view of the representations and statements made by Janus Henderson, Trian and General Catalyst, including that the terms of each New Advisory Agreement are substantially identical to the corresponding Current Advisory Agreement, with no change in the contractual advisory fee rate borne by a Fund or the investment advisory services it receives as a result of the Transaction, the Trustees determined to take into account information considered and conclusions reached during the Annual Contract Review as they deemed relevant in considering the approval of the New Advisory Agreements.
The Independent Trustees also considered various discussions with Trust officers and representatives of key constituencies at Janus Henderson relevant to the Funds. These discussions included a session with Janus Henderson’s then-Head of Strategy & Corporate Development and, effective April 1, 2026, the firm’s Chief Financial Officer, and Independent Trustees. At executive sessions in connection with the February 11 Special Meeting, the Independent Trustees discussed their observations from engaging with Trust officers and Janus Henderson representatives regarding the expected future state of Janus Henderson following the close of the Transaction. The Independent Trustees conferred with each other and with their independent legal counsel as they assessed the proposed New Advisory Agreements and Interim Advisory Agreements for the Funds. In so doing, each of the Independent Trustees applied his or her individual business judgment and relative institutional knowledge of the Funds’ management and Janus Henderson’s organizational practices, while recognizing variances in tenure among the Independent Trustees.
In determining whether to approve the New Advisory Agreement for each Fund in connection with the Transaction, and whether to recommend approval to Fund shareholders, the Board received information and made inquiries into necessary matters as it deemed appropriate. The Board reviewed and considered various factors it deemed relevant, including the following factors, among others, none of which by itself was considered dispositive:
| | The terms of each of the New Advisory Agreements are substantially identical to each of the corresponding Current Advisory Agreements, and the contractual fee rate will not change; |
| | The Adviser’s plans for the operations of the Funds, including its plans for the continued provision of all services currently provided to the Funds by the Adviser and its affiliates, including, among others, investment advisory services, portfolio trading services, investment research and analysis, cash management, investment risk management, compliance, administrative and accounting services, and the personnel and resources expected to support the provision of such services; |
| | Statements from current management of Janus Henderson expressing the view that Trian and General Catalyst: (i) are growth-oriented investment firms; (ii) firmly believe in Janus Henderson’s culture and investment approach; and (iii) are committed to investing in the organization’s platform to achieve continued growth and success; |
| | The Board’s understanding that (i) the Transaction is not expected to have a material impact on current commercial arrangements applicable to the Funds; and (ii) Trian and General Catalyst do not intend to disrupt ongoing plans and initiatives bearing on the Funds; |
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| | Statements from representatives of Janus Henderson and Trian that the organization’s anticipated level of indebtedness following the close of the Transaction is not expected to prevent or prohibit any presently anticipated organizational initiative or strategy; |
| | Janus Henderson’s assessment of potential organizational benefits resulting from the Transaction, including that: (i) as a private company, Janus Henderson may have more flexibility in making additional investments in its business and patience to make significant long-term investments in its offerings and infrastructure; (ii) Janus Henderson may be able to take advantage of new or enhanced distribution arrangements introduced as a result of the Transaction and the parties thereto; (iii) the experience, capabilities and resources of Trian and General Catalyst may help Janus Henderson identify, finance and pursue growth opportunities, such as acquisitions; (iv) additional economies of scale could potentially be achieved in the future as a result of the willingness of Trian and General Catalyst to support Janus Henderson’s global asset management business; and (v) the Funds may benefit from organizational resources and initiatives introduced and implemented following the Transaction; |
| | The support expressed by the current senior management team at Janus Henderson for the Transaction and the Adviser’s recommendation that the Board approve the New Advisory Agreements; and |
| | The Adviser’s recommendation to approve the New Advisory Agreement based, in part, on Janus Henderson’s belief that partnering with Trian and General Catalyst will allow for further investment in product offerings, client services, technology, and talent to accelerate growth and create stronger delivery for its clients, including mutual fund shareholders. Janus Henderson believes that following the Transaction it will be even better positioned to deliver differentiated insights, disciplined investments, and world-class service to its clients. |
In connection with its deliberations, the Board received assurances from Janus Henderson, on behalf of itself and its affiliates including the following:
| | Janus Henderson has provided to the Board such information as it believes is reasonably necessary to evaluate the New Advisory Agreements; |
| | Janus Henderson is committed to the continuance, without interruption, of services to the Funds of at least the type and quality currently provided by the Adviser and its affiliates, or superior thereto; |
| | The Transaction is not expected to negatively affect the nature, extent, or quality of the investment advisory services provided by the Adviser to the Funds following the Transaction, and the investment advisory services are expected to be at least comparable to the services being provided under the Current Advisory Agreements. In this regard, the Board noted specific representations that Janus Henderson does not intend for the nature, extent, or quality of investment advisory and other services to be provided to the Funds following the Transaction to change; |
| | Janus Henderson does not intend to make changes to the portfolio managers providing services to the Funds or to the manner in which each Fund’s assets are managed and that each Fund’s current operations are expected to remain unchanged; |
| | The intent of Janus Henderson to take the necessary and appropriate steps to retain and attract its key investment advisory, compliance, financial, fund accounting, and administrative personnel supporting the management and oversight of the Funds; and |
| | Janus Henderson is not aware of any express or implied term, condition, arrangement, or understanding that would impose in its best judgement an “unfair burden” on any Fund as a result of the Transaction, as defined in Section 15(f) of the 1940 Act, and that Janus Henderson will take no action that would have the effect of imposing such an “unfair burden” on any Fund in connection with the Transaction. |
Janus Henderson assured the Board that it intended to comply with Section 15(f) of the 1940 Act.
The Board has been advised that the parties to the Agreement have structured the Transaction in reliance upon Section 15(f) of the 1940 Act. Section 15(f) provides in substance that when a sale of a controlling interest in an investment adviser occurs, the investment adviser or any of its affiliated persons may receive any amount or benefit in connection with the sale so long as two conditions are satisfied. The first condition of Section 15(f) is that, during the three-year period following the consummation of a transaction, at least 75% of the investment
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company’s board of directors must not be “interested persons” (as defined in the 1940 Act) of the investment adviser or predecessor adviser. The composition of the Board of the Trust currently meets this test and would continue to meet this test after the trustee election pursuant to Proposal 2. Second, an “unfair burden” (as defined in the 1940 Act, including any interpretations or no-action letters of the Securities and Exchange Commission or the staff of the SEC) must not be imposed on the investment company as a result of the transaction relating to the sale of such interest, or any express or implied terms, conditions or understandings applicable thereto. The term “unfair burden” (as defined in the 1940 Act) includes any arrangement, during the two-year period after the transaction, whereby the investment adviser (or predecessor or successor adviser), or any “interested person” (as defined in the 1940 Act) of such an adviser, receives or is entitled to receive any compensation, directly or indirectly, from the investment company or its security holders (other than fees for bona fide investment advisory or other services) or from any person in connection with the purchase or sale of securities or other property to, from or on behalf of the investment company (other than bona fide ordinary compensation as principal underwriter for the investment company). Under the Agreement, Trian and General Catalyst, acting through Parent, have acknowledged Janus Henderson’s reliance upon the benefits and protections provided by Section 15(f) and have agreed to use reasonable best efforts after the Closing to conduct its business to cause the requirements of Section 15(f) to be met in respect of the Transaction.
Janus Henderson represented that it does not believe that an “unfair burden” will be placed on the Funds as a result of the Transaction. In furtherance thereof, Janus Henderson has undertaken to pay the costs of preparing and distributing proxy materials to, and of holding the Meetings of, the Funds’ shareholders, as well as other fees and expenses in connection with the Transaction, including the reasonable fees and expenses of legal counsel and consultants to the Funds and the Trustees.
In considering the approval of the proposed Interim Advisory Agreements at the February 11 Special Meeting, the Independent Trustees also took into account the specific purpose, limited term and other requirements relating to the Interim Advisory Agreements.
On the basis of its review and consideration of the information, factors and assurances described above, the Board, including all of the Independent Trustees, determined, through the exercise of its reasonable business judgment, that the terms of each of the New Advisory Agreements and each of the Interim Advisory Agreement are fair and reasonable and that the approval of such New Advisory Agreements and Interim Advisory Agreements is in the best interests of the Funds.
As a result of its review and consideration of the New Advisory Agreements in connection with the Transaction, at the February 11 Special Meeting the Board voted unanimously to approve a New Advisory Agreements for each Fund and to recommend such agreement to the Funds’ shareholders for their approval.
To become effective with respect to a Fund, each New Advisory Agreement requires the affirmative vote of a 1940 Act Majority (as defined herein) of such Fund, with all classes of shares voting together as a single class. For purposes of determining the approval of the New Advisory Agreement, abstentions and broker non-votes (as are described further below) will have the same effect as shares voted against the proposal.
An unfavorable vote on the proposal to approve the New Advisory Agreement by the shareholders of one Fund will not affect the implementation of the proposal by another Fund if the proposal is approved by the shareholders of that Fund. However, the New Advisory Agreement will only take effect upon the closing of the Transaction, which is conditioned upon, among other things, obtaining the approval of the New Advisory Agreements by shareholders of Janus Henderson advisory clients representing a specified percentage of Janus Henderson’s assets under management.
In the event that the Transaction does not, for any reason, occur, each Current Advisory Agreement will continue in effect in accordance with its terms.
The Board unanimously recommends that shareholders of each Fund vote FOR approval of the Fund’s New Advisory Agreement.
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TRUSTEE ELECTION
(All Funds)
Introduction
At the Meeting, shareholders of all Funds will be asked to elect eight individuals to constitute the Trust’s Board of Trustees. All nominees, other than Gwen L. Shaneyfelt, are currently Trustees of the Trust and have served in that capacity since originally elected or appointed. Ms. Shaneyfelt was unanimously approved by the Board to stand for election, upon a recommendation from the Trust’s Nominating and Governance Committee.
The Funds are not required to hold annual meetings or to elect Trustees annually. The Board has sought to maintain its size at eight members, with each serving as a Trustee who is not an “interested” person (as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended (the “1940 Act”)) of the Trust or Janus Henderson Investors, the Funds’ investment adviser, (an “Independent Trustee”). Currently, the Board has seven members, all of whom are Independent Trustees. While the Board ordinarily can fill vacancies without a shareholder vote, under applicable laws new Trustees may not be appointed if after such appointment two-thirds of the Trustees would not have been elected by shareholders, which would be the case if Ms. Shaneyfelt were appointed to the Board. Accordingly, you are being asked to elect Ms. Shaneyfelt and each currently serving Trustee as Independent Trustees (1) to return the Board to its normal size and (2) to provide the Board with flexibility going forward to replace Trustees as needed without the time and expense of unnecessary proxy solicitations.
The eight nominees for election as Trustees who receive the greatest number of votes from shareholders voting online or by proxy at the Meeting will be elected as Trustees of the Trust. These eight nominees were selected after careful consideration by the Trust’s Nominating and Governance Committee, a committee consisting entirely of Independent Trustees, and the nominations were approved by all of the current Independent Trustees. Seven of the eight nominees currently serve as Trustees of the Trust. Each nominee has consented to serve as a Trustee and to being named in this Proxy Statement.
The persons named as proxies on the enclosed proxy card(s) will vote for the election of the Trustees unless authority to vote for any or all of the nominees is withheld.
If elected, each Trustee will serve as a Trustee until the next meeting of the shareholders, if any, called for the purpose of electing all Trustees or until the election and qualification of a successor. If a Trustee sooner dies, resigns, retires (currently expected at the end of the calendar year in which the Trustee turns age 75, unless extended by the Board of Trustees), or is removed as provided in the organizational documents of the Trust, the Board may, in its discretion and subject to the 1940 Act, select another person to fill the vacant position. If a Trustee Nominee should become unavailable for election at the Meeting due to events not now known or anticipated, the persons named as proxies will vote for such other nominee or nominees as the current Independent Trustees may recommend.
The Trust is not required, and does not intend, to hold annual shareholder meetings for the purpose of electing Trustees. Shareholders also have the right to call a meeting to remove a Trustee or to take other action described in the Trust’s organizational documents. Also, if at any time less than a majority of the Trustees holding office have been elected by the Trust’s shareholders, the Trustees then in office will promptly call a shareholder meeting for the purpose of electing one or more Trustees.
The Trustees and their backgrounds are shown on the following pages. This information includes each Trustee’s name, age, principal occupation(s) and other information about each Trustee’s professional background, including other directorships the Trustee holds or held, during the past five years. The address of each Trustee is 151 Detroit Street, Denver, Colorado 80206. Each Trustee serves as a trustee of Janus Aspen Series (“JAS”), another registered investment company advised by Janus Henderson Investors (JAS and the Trust, are collectively referred to herein as the “Janus Henderson Funds”). Collectively, the Janus Henderson Funds consist of 44 series as of December 31, 2025.
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|
Name, Year of Birth, and |
Length of Time Served for the Trust |
Number of Funds in Overseen or to be |
Principal Occupation(s) and Other Directorships Held by
Nominee During Past Five Years | |||
| INDEPENDENT TRUSTEES AND NOMINEES: | ||||||
| Cheryl D. Alston Year of Birth: 1966 Trustee |
8/22-Present | 44 | Chief Executive Officer, Alston Consulting, LLC (financial consulting) (since 2025). Formerly, Executive Director and Chief Investment Officer, Employees’ Retirement Fund of the City of Dallas (2004-2025). Director of Blue Cross Blue Shield of Kansas City (a not-for-profit health insurance provider) (since 2016) and Director of Globe Life Insurance (life and supplemental health insurance provider) (since 2017). Formerly, Director of Federal Home Loan Bank of Dallas (2017-2021). | |||
| Darrell B. Jackson Year of Birth: 1958 Trustee |
8/22-Present | 44 | President and Chief Executive Officer, The Efficace Group Inc. (since 2018). Formerly, President and Chief Executive Officer, Seaway Bank and Trust Company (community bank) (2014-2015), and Executive Vice President and Co-President, Wealth Management (2009-2014), and several senior positions, including Group Executive, Senior Vice President, and Vice President (1995-2009) of Northern Trust Company (financial services company) (1995-2014). Board Member FTC Solar, Inc. (manufacture solar tracking systems) (since 2025), Advisory Board Member, Dome Construction (construction) (since 2023), Director of Amalgamated Financial Corp (bank) (since August 2021), Director of Gray-Bowen-Scott (transportation project consulting firm) (since April 2020), and Life Trustee, Morton Arboretum (botanical garden) (since 2004). Formerly, Director of YR Media (a not-for-profit production company) (2021-2023), Director of Delaware Place Bank (closely held commercial bank) (2016-2018) and Director of Seaway Bank and Trust Company (2014-2015). | |||
| Dominic Janssens Year of Birth: 1965 Trustee |
7/24-Present | 44 | Retired. Formerly, Global Chief Operating Officer, Macquarie Investment Management (2016-2019); Leader of Global Investment and Institutional Client Services, T. Rowe Price (2008-2016); Senior Managing Director, State Street Global Advisors (2006-2008); and Managing Director, Deutsche Asset Management (2000-2005). Board Member of Praxis Solutions, Inc. (AI-technology firm) (since 2022) and Advisory Board Member (since 2021). | |||
| Alan A. Brown Year of Birth: 1962 Chairman Trustee |
5/22-Present 1/13-Present |
44 | Principal, Curam Holdings LLC (since 2018). Formerly, Executive Vice President, Institutional Markets, of Black Creek Group (private equity real estate investment management firm) (2012-2018), Executive Vice President and Co-Head, Global Private Client Group (2007-2010), Executive Vice President, Mutual Funds (2005-2007), and Chief Marketing Officer (2001-2005) of Nuveen Investments, Inc. (asset management). Board Member of BankNewport (mutual savings bank) (since 2024), Advisory Board Member of AEW Core Property Trust (open-end property fund) (since 2020), and Director of WTTW (PBS affiliate) (since 2003). Formerly, Director of MotiveQuest LLC (strategic social market research company) (2003-2016), Director of Nuveen Global Investors LLC (2007-2011), and Director of Communities in Schools (2004-2010). | |||
| Raudline Etienne Year of Birth: 1965 Trustee |
6/16-Present | 44 | Founder, Daraja Capital (advisory and investment firm) (since 2016). Formerly, Senior Vice President and Senior Advisor, Albright Stonebridge Group LLC (global strategy firm) (2011-2021), and Deputy Comptroller and Chief Investment Officer, New York State Common Retirement Fund (public pension fund) (2008-2011). Member of the Investment Committee for Cooper Union (private college) (since 2021) and Director of Brightwood Capital Advisors, LLC (since 2014). Formerly, Board Member, Van Alen Institute (nonprofit urban design organization) (2019-2022). | |||
| William F. McCalpin Year of Birth: 1957 Trustee |
6/02-Present | 44 | Chief Executive Officer, muun chi LLC (organic food business) (since 2022) and Independent Consultant (since 2019). Formerly, Chief Operating Officer, muun chi LLC (2020-2022), Managing Partner, Impact Investments, Athena Capital Advisors LLC (independent registered investment advisor) (2016-2019), Managing Director, Holos Consulting LLC (provides consulting services to foundations and other nonprofit organizations) (2009-2016), Chief Executive Officer, Imprint Capital Advisors (impact investment firm) (2013-2015), and Executive Vice President and Chief Operating Officer of The Rockefeller Brothers Fund (a private family foundation) (1998-2006). Formerly, Trustee and Chairman of the Board of The Investment Fund for Foundations
| |||
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|
Name, Year of Birth, and |
Length of Time Served for the Trust |
Number of Funds in Overseen or to be |
Principal Occupation(s) and Other Directorships Held by
Nominee During Past Five Years | |||
| Investment Program (TIP) (2008-2023), Director of the F.B. Heron Foundation (a private grantmaking foundation) (2006-2022), and Director of Mutual Fund Directors Forum (a non-profit organization serving independent directors of U.S. mutual funds) (2016-2021). | ||||||
| Gary A. Poliner Year of Birth: 1953 Trustee |
6/16-Present | 44 | Retired. Formerly, President (2010-2013) of Northwestern Mutual Life Insurance Company. Formerly, Director of MGIC Investment Corporation (private mortgage insurance) (2013-2023), Director, West Bend Mutual Insurance Company (property/casualty insurance) (2013-2021), Trustee of Northwestern Mutual Life Insurance Company (2010-2013), and Director of Frank Russell Company (global asset management firm) (2008-2013). | |||
| Gwen L. Shaneyfelt* Year of Birth: 1962 Trustee Nominee |
1/26-Present | N/A | Retired. Formerly, Chief Administrative Officer and Executive Vice President, Franklin Resources, Inc. (“Franklin”) (global asset management firm) (January 2024 – December 1, 2025), and Chief Accounting Officer and Executive Vice President, (June 2019-January 2024), and officer and/or director of certain subsidiaries of Franklin, including as Vice President and Chief Financial Officer, Legg Mason, Inc., and Senior Vice President, Franklin Templeton Companies, LLC (2011-2025). Board Member, Desert Foothills Lutheran Church and School (2022-present). Formerly, Director or Manager for several Franklin subsidiaries, including Director, ClearBridge Investments LLC and Manager of Royce & Associates GP, LLC (2020-2025), Director, Franklin Templeton Fund Management Limited and Franklin Templeton Australia Limited (2019-2025), and Manager, Franklin Templeton International Services S.à r.l. (2013-2025). |
| * | Gwen L. Shaneyfelt was appointed Trustee-Advisor to the Board of Trustees effective January 1, 2026. Ms. Shaneyfelt will not serve as an Independent Trustee unless she is elected pursuant to Proposal 2 herein. |
General Information Regarding the Board of Trustees
The Trust is governed by the Board of Trustees, which is responsible for and oversees the management and operations of the Trust and each Fund on behalf of Fund shareholders. Each member of the Board is an Independent Trustee, including the Chairman of the Board (the “Board Chairman”). The Board’s responsibilities include, but are not limited to, oversight of the Funds’ officers and service providers, including the Adviser, which is responsible for the Trust’s day-to-day operations. The Trustees approve all of the agreements entered into with the Funds’ service providers, including the investment advisory agreements with the Adviser. The Trustees are also responsible for determining or changing each Fund’s investment objective(s), policies, and available investment techniques based on the recommendations and input of the Adviser, as well as for overseeing the Funds’ Chief Compliance Officer. In carrying out these responsibilities, the Trustees are assisted by the Trust’s independent auditor (who reports directly to the Trust’s Audit Committee), independent counsel, an independent fee consultant, and other specialists as appropriate, all of whom are selected by the Trustees. The Trustees also meet regularly with and without representatives of the Adviser or its affiliates present.
The Trustees discharge their responsibilities collectively as a Board, as well as through Board committees, each of which operates pursuant to a Board-approved charter that delineates the specific responsibilities of that committee. For example, the Board as a whole is responsible for oversight of the annual process by which the Board considers and approves each Fund’s investment advisory agreement with the Adviser, but specific matters related to oversight of the Funds’ independent auditors have been delegated by the Board to its Audit Committee, subject to approval of the Audit Committee’s recommendations by the Board. The members and responsibilities of each Board committee are summarized below. In addition to serving on certain committees, the Board Chairman is responsible for presiding at all meetings of the Board and has other duties as may be assigned by the Trustees from time to time. The Board Chairman also serves as the Board’s liaison to the Adviser with respect to all matters related to the Funds that are not otherwise delegated to the chair of a Board committee. The Board has determined that this leadership structure is appropriate based on (1) the number of Funds overseen and the various investment objectives of those Funds; (2) the manner in which the Funds’ shares are marketed and distributed; and (3) the responsibilities entrusted to the Adviser and its affiliates to oversee the Trust’s day-to-day operations, including the management of each Fund’s holdings and the distribution of Fund shares. On an annual
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basis, the Board conducts a self-evaluation that considers, among other matters, whether the Board and its committees are functioning effectively and whether, given the size and composition of the Board and each of its committees, the Trustees are able to oversee effectively the number of Janus Henderson Funds in the complex.
There were six regular meetings and two special meetings of the Trustees held during the 12 months ended December 31, 2025. Each Trustee attended all of these meetings with few exceptions during that 12-month period. Because the Trust is not required to convene annual shareholder meetings, there is no policy requiring Trustee attendance at such meetings.
Committees of the Board of Trustees
The Board of Trustees has six standing committees that perform specialized functions: an Audit Committee, an Investment Oversight Committee, a Nominating and Governance Committee, an Operations Committee, a Product and Distribution Committee, and a Trading and Pricing Committee. Each committee is comprised entirely of Independent Trustees and has a written charter that delineates its duties and powers. Each committee reviews and evaluates matters as specified in its charter and makes recommendations to the Trustees as it deems appropriate. Each committee may utilize the resources of counsel to the Independent Trustees and the Trust, independent auditors and other experts. The committees normally meet in conjunction with regular meetings of the Trustees but may convene at other times (in person or by telephone) as deemed appropriate or necessary. The membership and chairperson of each committee is appointed by the Trustees upon recommendation of the Trust’s Nominating and Governance Committee.
Audit Committee. The Audit Committee reviews the Trust’s financial reporting process, the system of internal controls over financial reporting, disclosure controls and procedures, including the review of the adequacy of relevant personnel and the review of reports related to such system of internal controls, Form N-CSR, Form N-CEN, and Form N-PORT filings, and the audit process. The Audit Committee’s review of the audit process includes, among other things, the appointment, compensation, and oversight of the Trust’s independent auditor, which performs the audits of the Funds’ financial statements, regular meetings and communication with relevant personnel at the Adviser and the independent auditor, and pre-approval of all audit and non-audit services. The Audit Committee also reviews any significant changes or improvements in accounting and audit processes that have been implemented. The Audit Committee receives reports from the Trust’s Chief Financial Officer, Treasurer, and Principal Accounting Officer, and from personnel responsible for internal audit functions related to financial reporting. The Audit Committee also oversees service providers that provide fund accounting and portfolio accounting services to the Trust. Currently, the members of the Audit Committee are: Gary A. Poliner (Chair), Cheryl D. Alston, Alan A. Brown, and Dominic Janssens. The Committee held seven meetings during the 12 months ended December 31, 2025. A copy of the Audit Committee Charter is attached to this Proxy Statement as Appendix K.
Investment Oversight Committee. The Investment Oversight Committee oversees the investment activities of the series of the Trust. The Committee meets regularly with investment personnel at the Adviser and any subadviser to the Funds to review the investment performance, investment risk characteristics, objectives, and strategies of the Funds. The Investment Oversight Committee reviews reports regarding the use of derivative instruments by the Funds and information and reports with respect to proposed new investment instruments and techniques. The Investment Oversight Committee reviews various matters related to the operations of the Money Market Funds, including the review of reports related to such operations, compliance with the Trust’s Money Market Fund Procedures, and Rule 2a-7 under the 1940 Act. Currently, the members of the Investment Oversight Committee are: Cheryl D. Alston (Chair), Alan A. Brown, Raudline Etienne, Darrell B. Jackson, Dominic Janssens, William F. McCalpin, and Gary A. Poliner. The Committee held five meetings during the 12 months ended December 31, 2025.
Nominating and Governance Committee. The Nominating and Governance Committee identifies and recommends individuals for Trustee membership, recommends an independent Trustee to serve as Board Chairman, consults with Fund officers and the Board Chairman in planning Trustee meetings, reviews the responsibilities of each Board committee, which includes the need for new committees and the continuation of existing committees, and oversees the administration of, and ensures compliance with, the Trust’s Governance
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Procedures and Guidelines adopted by the Trustees. The Nominating and Governance Committee also leads the Trustees’ annual self-assessment process and continuing education program, reviews, and proposes changes to, Trustee compensation, and oversees the administration of the Trust’s insurance program. Currently, the members of the Nominating and Governance Committee are: William F. McCalpin (Chair), Alan A. Brown, and Raudline Etienne. The Committee held eight meetings during the 12 months ended December 31, 2025. A copy of the Nominating and Governance Committee Charter is attached to this Proxy Statement as Appendix L.
Operations Committee. The Operations Committee oversees certain matters related to the operation of the Trust. The Operations Committee receives reports regarding the operation of the Trust’s securities lending program, the implementation of the Proxy Voting Procedures and Guidelines, and various information technology, cybersecurity, and data privacy risks related to the Trust and the Trust’s service providers. The Operations Committee oversees service providers providing operations-related services to the Trust, including the Trust’s custodian and transfer agent. The Committee receives reports from personnel responsible for the Trust’s enterprise risk function and the Adviser’s internal audit function. In addition, the Committee oversees compliance with certain procedures adopted by the Trust under exemptive orders of the SEC. Currently, the members of the Operations Committee are: Dominic Janssens (Chair), Raudline Etienne, Darrell B. Jackson, William F. Calpin, and Gary A. Poliner. The Committee held four meetings during the 12 months ended December 31, 2025.
Product and Distribution Committee. The Product and Distribution Committee provides oversight of matters regarding the Trust’s product lineup and the distribution of shares of the Funds. The Product and Distribution Committee reviews matters relating to the initial strategy, design, and positioning of new Funds and material changes to the strategy, design, and/or positioning of existing Funds. The Product and Distribution Committee receives reports regarding potential Fund closures, liquidations, or mergers, certain Fund fees and expenses, and marketing and distribution strategies for the Funds including payments made by the Funds pursuant to the Trust’s distribution and shareholder servicing plans. The Product and Distribution Committee reviews certain regulatory filings made with the SEC and oversees and receives reporting from service providers providing product and distribution-related services to the Trust. Currently, the members of the Product and Distribution Committee are: Darrell B. Jackson (Chair), Alan A. Brown, Raudline Etienne, and William F. McCalpin. The Product and Distribution Committee held seven meetings during the 12 months ended December 31, 2025.
Trading and Pricing Committee. The Trading and Pricing Committee oversees matters relating to the pricing of the Funds’ securities and the placement of portfolio transactions. The Trading and Pricing Committee oversees the Adviser as valuation designee and reviews reports on fair valuation determinations and valuation methodologies regarding securities and investments held by the Funds pursuant to valuation procedures established by the Adviser and approved by the Board of Trustees. The Trading and Pricing Committee also reviews other matters related to pricing the Funds’ securities and approves changes to the valuation procedures. The Trading and Pricing Committee receives reporting regarding portfolio transactions with affiliates undertaken in accordance with the Trust’s procedures, efforts to obtain best execution in connection with portfolio transactions and commissions paid to firms supplying research and brokerage services. The Trading and Pricing Committee also receives reports regarding foreign exchange trading by the Funds. In addition, the Trading and Pricing Committee oversees service providers providing trading and pricing-related services to the Trust and reviews reports from the administrator of the Trust’s liquidity risk management program. Currently, the members of the Trading and Pricing Committee are: Gary A. Poliner (Chair), Alan A. Brown, and Dominic Janssens. The Committee held four meetings during the 12 months ended December 31, 2025.
Process for Identifying and Evaluating Trustee Nominees and Nominee Qualifications
The Nominating and Governance Committee of the Board is responsible for identifying and nominating candidates for appointment as Trustees. As stated in the Nominating and Governance Committee’s charter, (1) the principal criterion for selection of candidates for the Board is the candidate’s ability to contribute to the overall functioning of the Board and to carry out the responsibilities of a Trustee, and (2) the Trustees should, collectively, represent a broad cross section of backgrounds, functional disciplines, and experience. In
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considering a potential candidate’s qualifications to serve as a Trustee, the Nominating and Governance Committee may also take into account a variety of other diverse criteria, including, but not limited to (i) knowledge of the investment company industry; (ii) relevant experience; (iii) educational background; (iv) reputation for high ethical standards and personal and professional integrity; (v) financial, technical or other expertise; (vi) time commitment to the performance of duties of a Trustee; (vii) stature commensurate with the responsibility of representing Fund shareholders; and (viii) if a candidate is nominated for an Independent Trustee position, that the person meets the independence criteria established by the 1940 Act and the Governance Procedures and Guidelines adopted by the Trustees.
Consistent with the Trust’s organizational documents and procedures adopted by the Nominating and Governance Committee, the Nominating and Governance Committee will consider Trustee nominations made by shareholders. Shareholders of a Fund may submit names of potential candidates for consideration by the Nominating and Governance Committee by submitting their recommendations to the Trust’s Secretary, at the address of the principal executive office of the Trust, in accordance with procedures adopted by the Nominating and Governance Committee. A copy of such procedures is included as Appendix 1 to the Nominating and Governance Committee Charter attached to this Proxy Statement as Appendix L.
The Nominating and Governance Committee may use any process it deems appropriate for identifying and evaluating candidates for service as a Trustee, which may include, without limitation, personal interviews, background checks, written submissions by the candidates, third party references, and the use of consultants, including professional recruiting firms. The Nominating and Governance Committee will evaluate nominees for a particular vacancy using the same process regardless of whether the nominee is submitted by a Fund shareholder or identified by some other means. On an annual basis, the Board conducts a self-evaluation that considers, among other matters, the contributions of individual Trustees, whether the Board has an appropriate size and the right mix of characteristics, experiences and skills, and whether the age distribution and diversity among the Trustees is appropriate.
After completion of its process to identify and evaluate Trustee nominees, and after giving due consideration to all factors it deemed appropriate, the Nominating and Governance Committee approved for nomination, and recommended that the Trustees approve for nomination, the Trustee Nominees identified herein. The Nominating and Governance Committee believes that if elected, the Trustees qualify to serve as an Independent Trustee. The Trustees’ background is detailed above.
The Nominating and Governance Committee and the Trustees considered the totality of the information available to them, and took into account the specific experience, qualifications, attributes or skills discussed below to conclude that each Trustee Nominee should serve as a Trustee, in light of the Trust’s business and structure. In reaching these conclusions, the Nominating and Governance Committee and the Trustees, in the exercise of their reasonable business judgment, evaluated each Trustee Nominee based on the criteria described above, and reviewed the specific experience, qualifications, attributes or skills that Trustee Nominee presented, none of which by itself was considered dispositive.
Cheryl D. Alston: Service as Chief Executive Officer of a financial consulting company, Executive Director and Chief Investment Officer of a large public pension fund, service on not-for-profit and corporate boards, and Fund Independent Trustee since 2022.
Alan A. Brown: Service as Executive Vice President and as Chief Marketing Officer of a leading investment management firm, a corporate and fund director, and as an executive with a private equity real estate investment firm, and a Fund Independent Trustee since 2013 and Independent Chairman of the Board of Trustees since 2022.
Raudline Etienne: Service as Deputy Controller and Chief Investment Officer of a large public pension fund, Senior Vice President and Senior Advisor to a global strategy firm, service as a member of nonprofit and private boards, and a Fund Independent Trustee since 2016.
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Darrell B. Jackson: Service as President and Chief Executive Officer of a bank, Executive Vice President and Co-President of a large financial services company, service on corporate, private company, and not-for-profit boards, and Fund Independent Trustee since 2022.
Dominic Janssens: Service as Global Chief Operating Officer and Managing Director of investment and asset management companies, Member of Board of Directors and Advisory Board Member of an AI-technology firm, and in various capacities with public investment firms, and Fund Independent Trustee since 2024.
William F. McCalpin: Service as Chief Operating Officer of a large private family foundation, Chairman and Trustee of an unaffiliated fund complex, and a Fund Independent Trustee since 2002 and Independent Chairman of the Board of Trustees from 2008 to May 2022.
Gary A. Poliner: Service as President of a large life insurance company, a director of private companies, service as director and Chairman and Director of unaffiliated fund complexes, and a Fund Independent Trustee since 2016.
Gwen L. Shaneyfelt: Service as Executive Vice President and Chief Accounting Officer of a global asset management firm and as an officer and/or director of various subsidiaries of the firm, a certified public accountant, an executive director of tax of the investment management unit of a diversified financial services firm, and as prior chairperson of the Investment Company Institute’s Tax and Advisor/Distributor Tax committees, and Trustee-Advisor since January 1, 2026.
Board Oversight of Risk Management
The Adviser, as part of its responsibilities for the day-to-day operations of the Janus Henderson Funds, is responsible for day-to-day risk management for the Funds. The Board, as part of its overall oversight responsibilities for the Janus Henderson Funds’ operations, oversees the Adviser’s risk management efforts with respect to the Funds. The Board, in the exercise of its reasonable business judgment, also separately considers potential risks that may impact the Janus Henderson Funds. The Board discharges its oversight duties and considers potential risks in a number of different ways, including, but not limited to, receiving reports on a regular basis, either directly or through an appropriate committee, from the Adviser and its officers. Reports received include those from, among others, the Adviser’s (1) senior managers responsible for oversight of global risk, including, for example, those responsible for oversight of operational risks and cyber risks in particular; (2) senior managers responsible for oversight of Fund construction and trading risk; (3) Chief Compliance Officer; and (4) the Global Head of Internal Audit. At the time these reports are presented, the Board or the committee receiving the report will, as it deems necessary, invite the presenter to participate in an executive session to discuss matters outside the presence of any other officers or representatives of the Adviser or its affiliates. The Board also receives reports from other entities and individuals unaffiliated with the Adviser, including reports from the Janus Henderson Funds’ other service providers and from independent consultants hired by the Board.
The Board has appointed the Trust’s Chief Compliance Officer (the “CCO”) who (1) reports directly to the Board and (2) provides a comprehensive written report annually and presents quarterly at the Board’s regular meetings. The Trust’s CCO, who also serves as Janus Henderson’s Head of Compliance, North America, discusses relevant risk issues that may impact the Janus Henderson Funds and/or the Adviser’s services to the Funds, and routinely meets with the Board in private without representatives of the Adviser or its affiliates present. The Trust’s CCO also provides the Board with updates on the application of the Janus Henderson Funds’ compliance policies and procedures, including how these procedures are designed to mitigate risk and what, if any, changes have been made to enhance the procedures. The Trust’s CCO may also report to the Board on an ad hoc basis in the event that she identifies issues associated with the Janus Henderson Funds’ compliance policies and procedures that could expose the Funds to additional risk or adversely impact the ability of the Adviser to provide services to the Funds.
The Board believes that its leadership structure permits it to effectively discharge its oversight responsibilities with respect to the Janus Henderson Funds’ risk management process.
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Under the Trust’s Governance Procedures and Guidelines, the Trustees are expected to invest in one or more (but not necessarily all) funds advised by the Adviser for which they serve as Trustee, to the extent they are directly eligible to do so. For each Trustee, these investments are expected, in the aggregate and at a minimum, to equal median Trustee annual compensation with an allowance for new Trustees to reach this level of investment over time. These investments may include amounts held under a deferred compensation plan that are valued based on “shadow investments,” where any deferred amount is treated as though an equivalent dollar amount has been invested in shares of one or more funds advised by the Adviser. Such investments, including the amount and which funds, are dictated by each Trustee’s individual financial circumstances and investment goals.
The dollar range of equity securities beneficially owned by each Trustee and Trustee Nominee in each Fund and all Janus Henderson Funds overseen by the Trustee as of December 31, 2025 in the aggregate is set forth in Appendix G to this Proxy Statement.
The Trust pays each Independent Trustee an annual retainer plus a fee for each regular in-person meeting of the Trustees attended, a fee for in-person meetings of committees attended if convened on a date other than that of a regularly scheduled meeting, and a fee for telephone meetings of the Trustees and committees. In addition, committee chairs and the Board Chairman receive an additional supplemental retainer. Each current Independent Trustee also receives fees from other Janus Henderson Funds for serving as Trustee of those funds. The Adviser pays persons who are directors, officers, or employees of the Adviser or any affiliate thereof, or any Trustee considered an “interested” Trustee, for their services as Trustees or officers. The Trust and other funds managed by the Adviser may pay all or a portion of the compensation and related expenses of the CCO and compliance staff, as authorized from time to time by the Trustees. None of the Trustees receives any pension or retirement benefits from the Fund or the Janus Henderson Funds. Effective January 1, 2006, the Trustees established a deferred compensation plan using “shadow investments” under which the Trustees may elect to defer receipt of all, or a portion, of the compensation they earn for their services to the Fund, in lieu of receiving current payments of such compensation.
The Trust’s Nominating and Governance Committee, which consists solely of Independent Trustees, annually reviews and recommends to the Independent Trustees any changes to compensation paid by the Funds to the Independent Trustees. The Independent Trustees also meet at least annually to review their fees in connection with the recommendations of the Nominating and Governance Committee, to ensure that such fees continue to be appropriate in light of the Trustees’ responsibilities as well as in relation to fees paid to trustees of other similarly situated mutual fund complexes.
The tables set forth in Appendix H to this Proxy Statement show, for each Trustee and Trustee Nominee, the compensation paid by each Fund to each Trustee and Trustee Nominee for its last fiscal year, as well as the total compensation paid by all Janus Henderson Funds to each Trustee and Trustee Nominee for the calendar year ended December 31, 2025.
The officers of the Trust and their principal occupations are set forth in Appendix I to this Proxy Statement.
Election of the Trustees will be determined by the affirmative vote of a plurality (the greatest number of affirmative votes) of the shares of all funds of the Trust, including all Funds listed in this Proxy Statement.
For purposes of determining the election of the Trustees, abstentions and broker non-votes will have no effect on the outcome of the vote.
The election of the Trustees is not contingent on the Closing of the Transaction.
The Board unanimously recommends that shareholders of the Trust vote FOR the Trustees.
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INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Based on the Audit Committee’s recommendation, the Board of Trustees, all of whom are Independent Trustees, selected PricewaterhouseCoopers LLP (“PwC”) as the Trust’s independent registered public accounting firm during the Trust’s current fiscal year. In accordance with Independence Standards Board Standard No. 1 (“ISB No. 1”), PwC has confirmed to the Trust’s Audit Committee that it is an independent registered accounting firm with respect to the Funds. Representatives of PwC will be available at the Meeting to answer appropriate questions concerning the Trust’s financial statements and will have an opportunity to make a statement if they so choose.
Audit Fees. The aggregate fees billed for professional services rendered by PwC for the audit of annual financial statements or services that are normally provided by PwC in connection with statutory and regulatory filings or engagements for the fiscal years ending in 2025 and 2024 for each Fund and Janus Henderson Investors or entities controlling, controlled by, or under common control with Janus Henderson Investors that provide ongoing services to the Funds (collectively, “Fund Service Providers”), are listed in the tables set forth in Appendix J to this Proxy Statement.
Audit-Related Fees. The aggregate fees billed for assurance and related services by PwC that are reasonably related to the performance of the audit of the financial statements and are not reported under “Audit Fees” above for the fiscal years ending in 2025 and 2024 for each Fund and the Fund Service Providers are listed in the tables set forth in Appendix J to this Proxy Statement. The nature of the services comprising the fees disclosed under this category includes the review of semiannual reports to shareholders.
Tax Fees. The aggregate fees billed for professional services rendered by PwC for tax compliance, tax advice, and tax planning for the fiscal years ending in 2025 and 2024 for each Fund and the Fund Service Providers are listed in the tables set forth in Appendix J to this Proxy Statement. The nature of the services comprising the fees disclosed under this category includes tax compliance, tax planning, tax advice, and corporate actions review.
All Other Fees. The aggregate fees billed for products and services provided by PwC, other than the services reported in “Audit Fees,” “Audit-Related Fees,” and “Tax Fees” above, for the fiscal years ending in 2025 and 2024 for each Fund and the Fund Service Providers are listed in the tables set forth in Appendix J to this Proxy Statement. The nature of the services comprising the fees disclosed under this category includes the review of semiannual reports to shareholders, an annual study and evaluation of internal accounting controls, training, registration statement review, and Qualified Foreign Individual Investor (“QFII”) services.
Pre-Approval of Certain Services. The Trust’s Audit Committee Charter requires the Audit Committee to pre-approve any engagement of PwC (i) to provide audit or non-audit services to the Trust or (ii) to provide non-audit services to the Fund Service Providers, if the engagement relates directly to the operations and financial reporting of the Trust, except for those non-audit services that were subject to the pre-approval exception under Rule 2-01 of Regulation S-X (the “Pre-Approval Exception”). The Chair of the Audit Committee or, if the Chair is unavailable, another member of the Audit Committee who is an Independent Trustee, may grant the pre-approval. All such delegated pre-approvals must be presented to the Audit Committee no later than the next Audit Committee meeting.
None of the services rendered by PwC to the Funds or to Janus Henderson Investors (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser) or any Fund Service Providers for the fiscal years ending in 2025 and 2024 were pre-approved by the Audit Committee pursuant to the Pre-Approval Exception.
Non-Audit Fees. The aggregate non-audit fees billed by PwC for services rendered to the Trust, and rendered to Janus Henderson Investors (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any Fund Service Providers for the fiscal years ending in 2025 and 2024 are listed in the tables set forth in Appendix J to this Proxy Statement.
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The Audit Committee has considered whether the provision of non-audit services that were rendered to Janus Henderson Investors (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and Fund Service Providers that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining PwC’s independence.
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ADDITIONAL INFORMATION ABOUT THE MEETING
Each holder of a whole or fractional share shall be entitled to one vote for each whole dollar and a proportionate fractional vote for each fractional dollar of net asset value of shares held in such shareholder’s name as of the Record Date. If you are not the owner of record, but your shares are instead held for your benefit by a financial intermediary such as a retirement plan service provider, broker-dealer, bank trust department, insurance company, or other financial intermediary, that financial intermediary may request that you provide instruction on how to vote the shares you beneficially own. Your financial intermediary will provide you with additional information.
Thirty percent of the shares entitled to vote of each Fund shall constitute a quorum for the transaction of business by that Fund at the Meeting. Any lesser number is sufficient for adjournments. Quorum with respect to each proposal is described in greater detail below. In the event that the necessary quorum to transact business or the vote required to approve a proposal is not obtained at the Meeting, the chairperson of the Meeting may adjourn the Meeting one or more times to permit further solicitation of proxies.
“Broker non-votes” are shares held by a broker or nominee for which an executed proxy is received by a Fund, but are not voted because instructions have not been received from beneficial owners or persons entitled to vote, and the broker or nominee does not have discretionary voting power. For purposes of voting on a proposal, abstentions and “broker non-votes” will be counted as present for purposes of determining whether a quorum is present, but do not represent votes cast in favor of an adjournment, postponement, or a proposal. Therefore, if your shares are held through a broker or other nominee, it is important for you to instruct the broker or nominee how to vote your shares.
Certain funds in the Janus Henderson fund complex are considered “fund of funds” and invest their assets in the Janus Henderson Funds. Such funds of funds will vote any shares of the Funds for and against any matter in the same proportion as the votes of other shareholders of the underlying funds.
Proposal 1: Approval of New Investment Advisory Agreement. Shareholders of each Fund will vote separately on Proposal 1. To become effective with respect to a Fund, the New Advisory Agreement requires the affirmative vote of a 1940 Act Majority of the applicable Fund, with all classes of shares voting together as a single class. A 1940 Act Majority means the affirmative vote of the lesser of (i) 67% of the shares of the Fund entitled to vote thereon present at the meeting if the holders of more than 50% of such outstanding shares are present virtually or represented by proxy; or (ii) more than 50% of such outstanding shares of the Fund entitled to vote thereon. The shares of each Fund will be counted using dollar-based voting. This means that each share of a Fund will represent a number of votes equal to that share’s net asset value on the record date. For purposes of determining the approval of the New Advisory Agreement, abstentions and broker non-votes will have the same effect as shares voted against the proposal.
An unfavorable vote on the proposal to approve the New Advisory Agreement by the shareholders of one Fund will not affect the implementation of the proposal by another Fund if the proposal is approved by the shareholders of that Fund. However, the proposal will only take effect upon the closing of the Transaction, which is conditioned upon, among other things, obtaining the approval of new investment advisory agreements by Janus Henderson advisory clients representing a specified percentage of Janus Henderson’s assets under management.
Proposal 2: Trustee Election. Election of the trustees will be determined by the affirmative vote of a plurality (the greatest number of affirmative votes) of the shares with respect to each Fund in the Trust. All series of the Trust are being solicited with respect to the election of the Trustees. The shares of each series of the Trust will be counted using dollar-based voting. This means that each share of a Fund will represent a number of votes equal to that share’s net asset value on the record date. The presence virtually or by proxy of the holders of record of 30% of the aggregate total shares entitled to vote of all Funds in the Trust constitutes a quorum at the Meeting with respect to this Proposal 2, with all classes of shares of the Funds voting together as a single class.
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The number of outstanding shares and net assets of each class of each Fund, as applicable, as of the close of business on the Record Date, is included in Appendix A to this Proxy Statement.
Beneficial owners of 5% or more of the outstanding shares of each class of each Fund are provided in Appendix M to this Proxy Statement. To the best knowledge of the Trust, no person or entity beneficially owned more than 5% of the outstanding shares of any class of a Fund except as stated in Appendix M. To the best knowledge of the Trust, entities shown as owning 25% or more of a Fund, unless otherwise indicated, are not the beneficial owners of such shares.
The Funds will not bear any fees or expenses arising out of the Transaction, including expenses associated with proxy solicitation with respect to Proposal 1. Janus Henderson Investors will pay the fees and expenses related to Proposal 1, including the applicable portion of the cost of the preparation of proxy materials and their distribution, and costs incurred with the solicitation of proxies, including any additional solicitation made by letter, telephone, or otherwise, and the Meeting.
The fees and expenses related to Proposal 2, including the applicable portion of the cost of the preparation of proxy materials and their distribution, and costs incurred with the solicitation of proxies, including any additional solicitation made by letter, telephone, or otherwise, and the Meeting, will be split, with 50% being paid by Janus Henderson Investors and 50% being paid by the Funds.
In addition to solicitation of proxies by mail, certain officers and representatives of the Trust, certain officers and employees of the Adviser or its affiliates, and certain financial services firms and their representatives, without extra compensation, or a solicitor, may conduct additional solicitations personally, by telephone, U.S. mail, verbal, internet, email, or by any other means available.
Janus Henderson Investors has engaged Alliance Advisors, a professional proxy solicitation firm, to assist in the solicitation of proxies for the Funds, at an estimated cost of $34 million plus any out-of-pocket expenses. Among other things, Alliance Advisors will be: (i) required to maintain the confidentiality of all shareholder information; (ii) prohibited from selling or otherwise disclosing shareholder information to any third party; and (iii) required to comply with applicable telemarketing laws.
Brokers, banks, and other fiduciaries may be required to forward soliciting material to their principals on behalf of a Fund and to obtain authorization for the execution of proxies. To the extent Janus Henderson or a Fund would have directly borne the expenses for those services, Janus Henderson will reimburse those intermediaries for their expenses. The Board has determined that the use of this Proxy Statement is in the best interest of each Fund in light of the similar proposals being considered and voted on by the shareholders of each Fund. Certain other Janus Henderson funds, not listed in this Proxy Statement, will also hold meetings of shareholders with similar proposals. If you were also a shareholder of record of one or more of those other funds on the record date established for the meetings of shareholders of such other funds, you will receive a separate proxy statement and proxy card(s) relating to those funds.
As the Meeting date approaches, certain shareholders whose votes have not been received may receive telephone calls from a representative of Alliance Advisors. Authorization to permit Alliance Advisors to execute proxies may be obtained by telephonic or electronically transmitted instructions from shareholders of each Fund. Proxies that are obtained telephonically will be recorded in accordance with the procedures described below. Janus Henderson Investors believes that these procedures are reasonably designed to ensure that both the identity of the shareholder casting the vote and the voting instructions of the shareholder are accurately determined.
In all cases where a telephonic proxy is solicited, the Alliance Advisors representative is required to ask for certain identifying information from each shareholder. Then the representative will ask the shareholder to vote their shares by telephone, and ask for the shareholder’s instructions on the proposal(s). Although the representative is permitted to answer questions about the process, he or she is not permitted to recommend to the shareholder how to vote. The representative may read the recommendations set forth in this Proxy Statement.
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The representative will record the shareholder’s instructions. Within 72 hours, the shareholder will be sent a confirmation of his or her vote asking the shareholder to call Alliance Advisors, toll-free at 1-855-206-2338 immediately if his or her instructions are not accurately reflected in the confirmation.
Telephone Touch-Tone Voting. Shareholders may provide their voting instructions through telephone touch-tone voting by following the instructions on the proxy card(s). Shareholders will have an opportunity to review their voting instructions and make any necessary changes before submitting their voting instructions and terminating their telephone call.
Internet Voting. Shareholders may provide their voting instructions through Internet voting by following the instructions on the proxy card(s). Shareholders who vote via the Internet, in addition to confirming their voting instructions prior to submission and terminating their Internet session, will, upon request, receive an e-mail confirming their voting instructions.
If a shareholder wishes to participate in the Meeting but does not wish to give a proxy by telephone or via the Internet, the shareholder may still submit the proxy card(s) originally sent with the Proxy Statement in the postage-paid envelope mailed or provided to the shareholder, or attend the Meeting virtually. Shareholders requiring additional information regarding the proxy or replacement proxy card(s) may contact Alliance Advisors, toll-free at 1-855-206-2338. Any proxy given by a shareholder is revocable until voted at the Meeting.
Revoking a Proxy. Any shareholder submitting a proxy has the power to revoke it at any time before it is exercised at the Meeting by submitting to the Secretary of the Trust at 151 Detroit Street, Denver, Colorado 80206, a written notice of revocation or a subsequently executed proxy, or by attending the Meeting virtually and voting online. All properly executed and unrevoked proxies received in time for the Meeting will be voted as specified in the proxy or, if no specification is made, will be voted “FOR” the proposal(s), as described in this Proxy Statement.
Shares Held by Accounts of Insurance Companies. Shares of the Funds may be held by certain separate accounts of insurance companies to fund benefits payable under certain variable annuity contracts and variable life insurance policies. Your insurance company may request that you provide it with voting instructions for your beneficially held shares of any such separate account. If you do not provide voting instructions to your insurance company, it may vote all of the shares held in that separate account in the same proportions as the voting actually received from its other variable contract holders for that separate account.
Shareholder Proposals for Subsequent Meetings
The Funds are not required, and do not intend, to hold annual shareholder meetings. Shareholder meetings may be called from time to time as described in the Amended and Restated Agreement and Declaration of Trust and the Amended and Restated Bylaws of the Trust.
Under the proxy rules of the SEC, shareholder proposals that meet certain conditions may be included in a Fund’s proxy statement for a particular meeting. Those rules currently require that for future meetings, the shareholder must be a record or beneficial owner of Fund shares either (i) with a value of at least $2,000 or (ii) in an amount representing at least 1% of the Fund’s securities to be voted at the time the proposal is submitted and for one year prior thereto, and must continue to own such shares through the date on which the meeting is held. Another requirement relates to the timely receipt by a Fund of any such proposal. Under those rules, a proposal must have been submitted within a reasonable time before the Fund began to print and mail this Proxy Statement in order to be included in this Proxy Statement. A proposal submitted for inclusion in a Fund’s proxy material for the next special meeting after the meeting to which this Proxy Statement relates must be received by the Fund within a reasonable time before the Fund begins to print and mail the proxy materials for that meeting.
A shareholder wishing to submit a proposal for inclusion in a proxy statement subsequent to the Meeting, if any, should send the written proposal to the Secretary of the Trust at 151 Detroit Street, Denver, Colorado 80206, within a reasonable time before a Fund begins to print and mail the proxy materials for that meeting. Notice of shareholder proposals to be presented at the Meeting must have been received within a reasonable time before the Funds began to mail this Proxy Statement. The timely submission of a proposal does not guarantee its inclusion in the proxy materials.
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The Trustees provide for shareholders to send written communications to the Trustees via regular mail. Written communications to the Trustees, or to an individual Trustee, should be sent to the attention of the Trust’s Secretary at the address of the Trust’s principal executive office. All such communications received by the Trust’s Secretary shall be promptly forwarded to the individual Trustee to whom they are addressed or to the full Board of Trustees, as applicable. If a communication does not indicate a specific Trustee, it will be sent to the Chairperson of the Nominating and Governance Committee and the independent counsel to the Trustees for further distribution, as deemed appropriate by such persons. The Trustees may further develop and refine this process as deemed necessary or desirable.
Reports to Shareholders and Financial Statements
The annual report to shareholders of the Funds has previously been sent to shareholders. The Funds provide annual and semiannual reports to their shareholders that highlight relevant information, including investment results and a review of portfolio changes. Additional copies of the Funds’ most recent annual reports and any more recent semiannual reports are available, without charge, by calling a Janus Henderson representative at 1-877-335-2687 (or 1-800-525-3713 if you hold shares directly with Janus Henderson Services), via the Internet at janushenderson.com/info, or by sending a written request to the Secretary of the Trust at 151 Detroit Street, Denver, Colorado 80206.
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To avoid sending duplicate copies of materials to households, the Funds may mail only one copy of each report, the Notice of Internet Availability of Proxy Materials or this Proxy Statement to shareholders having the same last name and address on the Funds’ records. The consolidation of these mailings benefits the Funds through reduced mailing expenses. If a shareholder wants to receive multiple copies of these materials or to receive only one copy in the future, the shareholder should contact the Funds’ transfer agent, Janus Henderson Services, at 1-800-525-3713 or notify the Funds’ transfer agent in writing at P.O. Box 219109, Kansas City, MO 64121-9109.
Other Matters to Come Before the Meeting
The Board of Trustees is not aware of any matters that will be presented for action at the Meeting other than the matters described in this Proxy Statement. Should any other matter requiring a vote of shareholders arise, the proxy in the accompanying form will confer upon the person or persons entitled to vote the shares represented by such proxy the discretionary authority to vote the shares as to any other matters, in accordance with their best judgment in the interest of the Trust and/or Funds.
Please vote by Internet or telephone promptly, or complete, sign, and return the enclosed proxy card(s). No postage is required if you mail your proxy card(s) in the United States.
By Order of the Board of Trustees,
Michelle R. Rosenberg
President and Chief Executive Officer of Janus Investment Fund
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Appendix A – Shares Outstanding and Net Assets
Appendix B – Dates Relating to Current Advisory Agreements
Appendix C – Advisory Fee Rates
Appendix D – Comparable Funds
Appendix E – Information Regarding Officers and Directors of Adviser
Appendix F – Fees Paid
Appendix G – Share Ownership
Appendix H – Compensation of Trustees
Appendix I – Principal Officers of the Trust and Their Principal Occupations
Appendix J – Audit and Related Fees
Appendix K – Audit Committee Charter
Appendix L – Nominating and Governance Committee Charter
Appendix M – Principal Holders
Appendix N – Form of New Advisory Agreement
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Shares Outstanding and Net Assets
The following charts show the shares outstanding and net assets of each class of each Fund as of December 31, 2025.
| Fund |
Share Class |
Total Number of Outstanding Shares |
Net Assets | |||||||||
| Janus Henderson Absolute Return Income Opportunities Fund |
Class A Shares |
1,012,747.89 | $ | 9,216,884.15 | ||||||||
| Class C Shares |
118,407.53 | $ | 1,076,875.27 | |||||||||
| Class D Shares |
2,272,704.18 | $ | 20,686,846.97 | |||||||||
| Class I Shares |
1,395,873.80 | $ | 12,699,507.00 | |||||||||
| Class N Shares |
53,583.11 | $ | 487,523.34 | |||||||||
| Class S Shares |
46,438.39 | $ | 345,828.28 | |||||||||
| Class R Shares |
37,974.78 | $ | 422,856.77 | |||||||||
| Class T Shares |
659,617.24 | $ | 5,998,314.70 | |||||||||
| Janus Henderson Adaptive Risk Managed U.S. Equity Fund |
Class A Shares |
2,291,438.81 | $ | 27,965,100.50 | ||||||||
| Class C Shares |
364,249.12 | $ | 4,181,039.98 | |||||||||
| Class D Shares |
32,029,473.94 | $ | 380,318,830.86 | |||||||||
| Class I Shares |
4,342,567.12 | $ | 52,990,371.72 | |||||||||
| Class N Shares |
3,881,930.05 | $ | 46,917,256.26 | |||||||||
| Class S Shares |
438,287.55 | $ | 5,374,644.83 | |||||||||
| Class T Shares |
9,199,517.54 | $ | 109,378,624.17 | |||||||||
| Janus Henderson Balanced Fund |
Class A Shares |
54,610,656.94 | $ | 2,626,764,215.84 | ||||||||
| Class C Shares |
42,271,784.24 | $ | 2,003,019,939.19 | |||||||||
| Class D Shares |
54,310,236.96 | $ | 2,622,892,206.97 | |||||||||
| Class I Shares |
271,557,218.02 | $ | 13,119,963,951.50 | |||||||||
| Class N Shares |
53,320,261.04 | $ | 2,572,700,844.22 | |||||||||
| Class R Shares |
8,943,990.39 | $ | 426,594,320.92 | |||||||||
| Class S Shares |
7,967,615.68 | $ | 383,250,884.29 | |||||||||
| Class T Shares |
94,693,321.61 | $ | 4,565,314,700.36 | |||||||||
| Janus Henderson Contrarian Fund |
Class A Shares |
2,414,862.48 | $ | 64,315,672.50 | ||||||||
| Class C Shares |
654,990.93 | $ | 14,839,793.40 | |||||||||
| Class D Shares |
107,004,256.44 | $ | 2,870,118,981.50 | |||||||||
| Class I Shares |
23,077,531.14 | $ | 619,022,614.96 | |||||||||
| Class N Shares |
3,903,629.87 | $ | 104,435,064.56 | |||||||||
| Class R Shares |
91,525.26 | $ | 2,272,370.40 | |||||||||
| Class S Shares |
49,866.43 | $ | 1,321,920.52 | |||||||||
| Class T Shares |
37,409,714.41 | $ | 1,002,066,161.96 | |||||||||
| Janus Henderson Developed World Bond Fund |
Class A Shares |
3,246,399.67 | $ | 25,679,968.19 | ||||||||
| Class C Shares |
597,358.21 | $ | 4,689,347.92 | |||||||||
| Class D Shares |
6,747,653.14 | $ | 53,309,021.55 | |||||||||
| Class I Shares |
48,641,536.09 | $ | 382,998,866.58 | |||||||||
| Class N Shares |
11,235,579.48 | $ | 88,473,569.29 | |||||||||
| Class S Shares |
7,222.32 | $ | 57,049.81 | |||||||||
| Class T Shares |
2,494,708.02 | $ | 19,690,137.73 | |||||||||
A-1
| Fund |
Share Class |
Total Number of Outstanding Shares |
Net Assets | |||||||||
| Janus Henderson Enterprise Fund |
Class A Shares |
3,549,113.67 | $ | 472,018,778.90 | ||||||||
| Class C Shares |
557,603.36 | $ | 60,829,593.35 | |||||||||
| Class D Shares |
17,566,667.13 | $ | 2,484,655,695.56 | |||||||||
| Class I Shares |
68,020,335.52 | $ | 9,719,387,100.79 | |||||||||
| Class N Shares |
46,417,426.32 | $ | 6,697,816,290.98 | |||||||||
| Class R Shares |
765,467.67 | $ | 93,139,452.06 | |||||||||
| Class S Shares |
2,008,957.53 | $ | 263,770,294.04 | |||||||||
| Class T Shares |
21,620,640.39 | $ | 3,013,388,043.96 | |||||||||
| Janus Henderson European Focus Fund |
Class A Shares |
2,470,759.36 | $ | 152,450,373.91 | ||||||||
| Class C Shares |
76,012.49 | $ | 4,451,963.09 | |||||||||
| Class D Shares |
1,006,765.73 | $ | 61,614,687.56 | |||||||||
| Class I Shares |
6,669,387.18 | $ | 408,339,528.48 | |||||||||
| Class N Shares |
847,468.17 | $ | 51,410,257.54 | |||||||||
| Class S Shares |
14,166.11 | $ | 826,739.25 | |||||||||
| Class T Shares |
507,596.81 | $ | 31,022,283.83 | |||||||||
| Janus Henderson Flexible Bond Fund |
Class A Shares |
10,784,085.93 | $ | 101,523,906.74 | ||||||||
| Class C Shares |
1,589,167.39 | $ | 14,965,020.62 | |||||||||
| Class D Shares |
47,247,641.58 | $ | 444,921,629.23 | |||||||||
| Class I Shares |
127,528,385.83 | $ | 1,201,080,237.16 | |||||||||
| Class N Shares |
70,183,312.61 | $ | 660,521,673.69 | |||||||||
| Class R Shares |
1,212,235.63 | $ | 11,418,387.93 | |||||||||
| Class S Shares |
1,377,442.93 | $ | 12,972,498.03 | |||||||||
| Class T Shares |
25,458,069.22 | $ | 239,677,408.81 | |||||||||
| Janus Henderson Forty Fund |
Class A Shares |
10,063,511.00 | $ | 560,535,994.13 | ||||||||
| Class C Shares |
2,707,888.25 | $ | 95,783,269.34 | |||||||||
| Class D Shares |
276,988,640.78 | $ | 14,729,410,629.51 | |||||||||
| Class I Shares |
40,638,861.92 | $ | 2,452,072,368.59 | |||||||||
| Class N Shares |
11,053,858.90 | $ | 673,416,972.70 | |||||||||
| Class R Shares |
2,071,731.61 | $ | 89,714,060.42 | |||||||||
| Class S Shares |
9,145,836.20 | $ | 466,705,205.94 | |||||||||
| Class T Shares |
89,810,464.21 | $ | 4,859,179,944.33 | |||||||||
| Janus Henderson Global Allocation Fund – Conservative |
Class A Shares |
394,678.55 | $ | 5,027,779.31 | ||||||||
| Class C Shares |
86,524.81 | $ | 1,085,740.16 | |||||||||
| Class D Shares |
9,927,750.46 | $ | 127,057,970.99 | |||||||||
| Class I Shares |
133,621.84 | $ | 1,710,878.20 | |||||||||
| Class S Shares |
5,743.56 | $ | 73,197.77 | |||||||||
| Class T Shares |
633,077.47 | $ | 8,089,941.41 | |||||||||
| Janus Henderson Global Allocation Fund – Growth |
Class A Shares |
532,579.73 | $ | 7,577,352.07 | ||||||||
| Class C Shares |
76,906.94 | $ | 1,072,239.36 | |||||||||
| Class D Shares |
15,111,019.71 | $ | 217,735,948.55 | |||||||||
| Class I Shares |
1,059,746.29 | $ | 15,253,605.25 | |||||||||
| Class S Shares |
36,180.67 | $ | 515,641.39 | |||||||||
| Class T Shares |
911,677.22 | $ | 13,116,884.25 | |||||||||
A-2
| Fund |
Share Class |
Total Number of Outstanding Shares |
Net Assets | |||||||||
| Janus Henderson Global Allocation Fund – Moderate |
Class A Shares |
755,774.52 | $ | 10,048,803.57 | ||||||||
| Class C Shares |
53,173.39 | $ | 695,656.87 | |||||||||
| Class D Shares |
13,464,915.80 | $ | 180,495,553.68 | |||||||||
| Class I Shares |
288,724.67 | $ | 3,865,713.66 | |||||||||
| Class S Shares |
11,720.97 | $ | 156,861.53 | |||||||||
| Class T Shares |
944,519.00 | $ | 12,619,544.10 | |||||||||
| Janus Henderson Global Equity Income Fund |
Class A Shares |
106,202,973.33 | $ | 774,368,581.12 | ||||||||
| Class C Shares |
36,224,820.99 | $ | 258,738,570.02 | |||||||||
| Class D Shares |
7,257,168.97 | $ | 52,707,648.61 | |||||||||
| Class I Shares |
731,501,593.97 | $ | 5,354,508,918.61 | |||||||||
| Class N Shares |
62,455,451.03 | $ | 457,108,542.54 | |||||||||
| Class S Shares |
3,170,852.76 | $ | 22,828,981.81 | |||||||||
| Class T Shares |
12,100,645.28 | $ | 87,841,335.91 | |||||||||
| Janus Henderson Global Life Sciences Fund |
Class A Shares |
3,537,627.98 | $ | 279,056,291.00 | ||||||||
| Class C Shares |
837,749.63 | $ | 56,335,622.16 | |||||||||
| Class D Shares |
23,073,907.29 | $ | 1,868,712,748.37 | |||||||||
| Class I Shares |
19,934,309.03 | $ | 1,617,799,685.01 | |||||||||
| Class N Shares |
2,566,053.39 | $ | 207,423,182.76 | |||||||||
| Class S Shares |
375,754.76 | $ | 28,757,400.42 | |||||||||
| Class T Shares |
16,184,231.75 | $ | 1,301,821,013.12 | |||||||||
| Janus Henderson Global Real Estate Fund |
Class A Shares |
826,412.78 | $ | 9,929,035.28 | ||||||||
| Class C Shares |
85,529.68 | $ | 1,001,493.45 | |||||||||
| Class D Shares |
2,619,592.04 | $ | 31,771,490.48 | |||||||||
| Class I Shares |
11,841,159.00 | $ | 143,416,122.93 | |||||||||
| Class N Shares |
6,091,066.35 | $ | 73,803,580.08 | |||||||||
| Class S Shares |
513,767.34 | $ | 6,143,966.97 | |||||||||
| Class T Shares |
3,785,036.76 | $ | 45,822,554.07 | |||||||||
| Janus Henderson Global Research Fund |
Class A Shares |
264,479.90 | $ | 32,726,363.53 | ||||||||
| Class C Shares |
31,405.31 | $ | 3,670,750.33 | |||||||||
| Class D Shares |
20,127,742.60 | $ | 2,446,415,799.34 | |||||||||
| Class I Shares |
2,284,666.72 | $ | 284,282,712.36 | |||||||||
| Class N Shares |
855,872.02 | $ | 103,745,276.48 | |||||||||
| Class R Shares |
84,700.39 | $ | 10,280,525.09 | |||||||||
| Class S Shares |
190,970.95 | $ | 23,729,197.13 | |||||||||
| Class T Shares |
12,785,717.34 | $ | 1,551,154,060.04 | |||||||||
| Janus Henderson Global Select Fund |
Class A Shares |
594,074.79 | $ | 11,605,489.53 | ||||||||
| Class C Shares |
75,129.17 | $ | 1,355,912.32 | |||||||||
| Class D Shares |
115,272,507.36 | $ | 2,230,645,699.05 | |||||||||
| Class I Shares |
6,774,554.79 | $ | 131,608,615.09 | |||||||||
| Class N Shares |
2,012,960.49 | $ | 38,997,739.96 | |||||||||
| Class R Shares |
87,353.59 | $ | 1,651,959.55 | |||||||||
| Class S Shares |
14,718.95 | $ | 288,120.06 | |||||||||
| Class T Shares |
35,957,325.21 | $ | 697,990,888.42 | |||||||||
A-3
| Fund |
Share Class |
Total Number of Outstanding Shares |
Net Assets | |||||||||
| Janus Henderson Global Sustainable Equity Fund |
Class A Shares |
18,763.86 | $ | 329,346.55 | ||||||||
| Class C Shares |
8,616.95 | $ | 150,876.59 | |||||||||
| Class D Shares |
1,667,248.73 | $ | 29,400,917.84 | |||||||||
| Class I Shares |
1,458,407.55 | $ | 25,647,668.17 | |||||||||
| Class N Shares |
130,986.17 | $ | 2,315,621.32 | |||||||||
| Class R Shares |
5,129.39 | $ | 90,364.84 | |||||||||
| Class S Shares |
5,177.97 | $ | 91,041.52 | |||||||||
| Class T Shares |
49,922.00 | $ | 879,472.84 | |||||||||
| Janus Henderson Global Technology and Innovation Fund |
Class A Shares |
5,319,574.31 | $ | 345,393,594.65 | ||||||||
| Class C Shares |
1,531,264.73 | $ | 77,577,491.99 | |||||||||
| Class D Shares |
61,117,248.65 | $ | 4,203,397,248.72 | |||||||||
| Class I Shares |
19,669,518.24 | $ | 1,376,645,033.94 | |||||||||
| Class N Shares |
5,969,958.35 | $ | 412,525,103.44 | |||||||||
| Class S Shares |
551,767.66 | $ | 34,136,496.68 | |||||||||
| Class T Shares |
32,208,480.09 | $ | 2,171,503,909.17 | |||||||||
| Janus Henderson Government Money Market Fund |
Class D Shares |
416,086,556.60 | $ | 416,079,227.64 | ||||||||
| Class I Shares |
40,123,382.71 | $ | 40,123,382.78 | |||||||||
| Class N Shares |
8,479,575.72 | $ | 8,479,576.01 | |||||||||
| Class T Shares |
6,008,669.24 | $ | 6,008,453.70 | |||||||||
| Janus Henderson Growth and Income Fund |
Class A Shares |
1,684,519.92 | $ | 121,215,474.92 | ||||||||
| Class C Shares |
525,378.77 | $ | 36,783,877.38 | |||||||||
| Class D Shares |
72,279,984.84 | $ | 5,216,521,893.63 | |||||||||
| Class I Shares |
5,320,115.83 | $ | 384,283,241.39 | |||||||||
| Class N Shares |
1,966,367.56 | $ | 141,674,859.64 | |||||||||
| Class R Shares |
65,446.68 | $ | 4,659,246.12 | |||||||||
| Class S Shares |
194,293.72 | $ | 13,977,114.22 | |||||||||
| Class T Shares |
31,002,710.41 | $ | 2,233,978,432.68 | |||||||||
| Janus Henderson High-Yield Fund |
Class A Shares |
4,673,503.25 | $ | 34,952,289.60 | ||||||||
| Class C Shares |
339,189.70 | $ | 2,537,803.91 | |||||||||
| Class D Shares |
40,970,710.54 | $ | 306,518,536.47 | |||||||||
| Class I Shares |
18,950,618.98 | $ | 141,835,900.99 | |||||||||
| Class N Shares |
3,617,457.46 | $ | 27,082,479.52 | |||||||||
| Class R Shares |
223,496.85 | $ | 1,670,436.64 | |||||||||
| Class S Shares |
90,427.41 | $ | 677,242.38 | |||||||||
| Class T Shares |
24,952,382.82 | $ | 186,665,136.12 | |||||||||
| Janus Henderson International Dividend Fund |
Class A Shares |
2,419,441.12 | $ | 43,947,792.06 | ||||||||
| Class C Shares |
182,041.34 | $ | 3,190,736.36 | |||||||||
| Class D Shares |
2,168,571.36 | $ | 39,488,711.40 | |||||||||
| Class I Shares |
8,500,814.33 | $ | 155,215,855.56 | |||||||||
| Class N Shares |
180,000.21 | $ | 3,279,258.30 | |||||||||
| Class S Shares |
14,570.10 | $ | 263,903.94 | |||||||||
| Class T Shares |
648,345.94 | $ | 11,762,600.07 | |||||||||
A-4
| Fund |
Share Class |
Total Number of Outstanding Shares |
Net Assets | |||||||||
| Janus Henderson Mid Cap Value Fund |
Class A Shares |
3,169,034.36 | $ | 49,052,369.68 | ||||||||
| Class C Shares |
285,601.42 | $ | 4,216,517.49 | |||||||||
| Class D Shares |
45,588,457.23 | $ | 681,262,119.27 | |||||||||
| Class I Shares |
12,923,982.75 | $ | 193,784,852.90 | |||||||||
| Class N Shares |
15,451,552.16 | $ | 229,686,052.99 | |||||||||
| Class R Shares |
2,118,528.33 | $ | 31,895,409.49 | |||||||||
| Class S Shares |
3,388,888.64 | $ | 52,536,985.41 | |||||||||
| Class T Shares |
44,914,970.57 | $ | 679,465,678.90 | |||||||||
| Janus Henderson Money Market Fund |
Class D Shares |
1,282,696,141.11 | $ | 1,282,695,248.55 | ||||||||
| Class T Shares |
19,283,179.21 | $ | 19,275,100.19 | |||||||||
| Janus Henderson Multi-Sector Income Fund |
Class A Shares |
15,823,689.13 | $ | 139,059,672.88 | ||||||||
| Class C Shares |
13,505,530.56 | $ | 118,719,429.06 | |||||||||
| Class D Shares |
14,691,494.29 | $ | 129,142,710.19 | |||||||||
| Class I Shares |
674,694,719.26 | $ | 5,929,531,546.52 | |||||||||
| Class N Shares |
16,300,784.90 | $ | 143,276,697.09 | |||||||||
| Class S Shares |
1,141,185.76 | $ | 10,024,834.58 | |||||||||
| Class T Shares |
9,972,995.44 | $ | 87,623,854.92 | |||||||||
| Janus Henderson Overseas Fund |
Class A Shares |
3,802,672.64 | $ | 219,670,088.70 | ||||||||
| Class C Shares |
159,043.37 | $ | 9,032,727.92 | |||||||||
| Class D Shares |
14,125,699.87 | $ | 809,111,406.01 | |||||||||
| Class I Shares |
28,105,426.88 | $ | 1,613,985,007.54 | |||||||||
| Class N Shares |
11,675,985.21 | $ | 666,872,551.51 | |||||||||
| Class R Shares |
417,699.64 | $ | 23,826,948.31 | |||||||||
| Class S Shares |
2,760,249.31 | $ | 158,445,442.27 | |||||||||
| Class T Shares |
9,986,268.82 | $ | 573,007,296.16 | |||||||||
| Janus Henderson Research Fund |
Class A Shares |
1,026,103.20 | $ | 90,225,814.30 | ||||||||
| Class C Shares |
128,052.58 | $ | 9,489,601.06 | |||||||||
| Class D Shares |
219,126,401.17 | $ | 19,676,905,645.38 | |||||||||
| Class I Shares |
17,510,629.24 | $ | 1,569,420,566.73 | |||||||||
| Class N Shares |
6,283,238.79 | $ | 564,825,160.33 | |||||||||
| Class R Shares |
62,870.01 | $ | 5,339,944.77 | |||||||||
| Class S Shares |
382,576.66 | $ | 32,379,505.49 | |||||||||
| Class T Shares |
69,376,934.05 | $ | 6,209,101,514.55 | |||||||||
| Janus Henderson Short Duration Flexible Bond Fund |
Class A Shares |
24,789,916.50 | $ | 72,026,768.99 | ||||||||
| Class C Shares |
2,904,440.06 | $ | 8,423,566.48 | |||||||||
| Class D Shares |
54,023,313.07 | $ | 157,071,974.51 | |||||||||
| Class I Shares |
109,367,080.43 | $ | 317,564,823.86 | |||||||||
| Class N Shares |
3,720,522.65 | $ | 10,740,710.35 | |||||||||
| Class S Shares |
117,838.67 | $ | 341,905.52 | |||||||||
| Class T Shares |
56,639,149.82 | $ | 164,712,676.42 | |||||||||
A-5
| Fund |
Share Class |
Total Number of Outstanding Shares |
Net Assets | |||||||||
| Janus Henderson Small Cap Value Fund |
Class A Shares |
882,949.56 | $ | 20,926,802.94 | ||||||||
| Class C Shares |
334,082.25 | $ | 7,108,121.32 | |||||||||
| Class D Shares |
3,742,851.66 | $ | 87,259,223.19 | |||||||||
| Class I Shares |
12,327,783.60 | $ | 290,109,579.11 | |||||||||
| Class L Shares |
3,255,233.93 | $ | 79,402,954.51 | |||||||||
| Class N Shares |
16,970,862.19 | $ | 397,105,913.17 | |||||||||
| Class R Shares |
1,990,401.21 | $ | 44,863,213.57 | |||||||||
| Class S Shares |
859,456.40 | $ | 19,917,941.90 | |||||||||
| Class T Shares |
9,998,505.66 | $ | 234,566,469.97 | |||||||||
| Janus Henderson Small-Mid Cap Value Fund |
Class A Shares |
204,234.60 | $ | 3,038,569.18 | ||||||||
| Class C Shares |
43,038.66 | $ | 600,043.30 | |||||||||
| Class D Shares |
2,618,447.36 | $ | 39,261,792.47 | |||||||||
| Class I Shares |
438,548.87 | $ | 6,657,680.13 | |||||||||
| Class N Shares |
841,646.76 | $ | 12,604,467.49 | |||||||||
| Class S Shares |
15,140.62 | $ | 223,080.06 | |||||||||
| Class T Shares |
462,001.64 | $ | 6,935,394.77 | |||||||||
| Janus Henderson Triton Fund |
Class A Shares |
9,299,268.18 | $ | 226,635,434.26 | ||||||||
| Class C Shares |
421,006.19 | $ | 8,238,725.17 | |||||||||
| Class D Shares |
33,263,415.21 | $ | 877,517,105.50 | |||||||||
| Class I Shares |
23,343,003.10 | $ | 625,433,285.96 | |||||||||
| Class N Shares |
83,508,617.16 | $ | 2,278,347,338.90 | |||||||||
| Class R Shares |
7,705,731.40 | $ | 171,378,043.56 | |||||||||
| Class S Shares |
7,969,459.96 | $ | 189,832,638.52 | |||||||||
| Class T Shares |
45,550,673.85 | $ | 1,170,401,005.34 | |||||||||
| Janus Henderson U.S. Dividend Income Fund |
Class D Shares |
3,032,500.71 | $ | 39,864,426.78 | ||||||||
| Class I Shares |
46,693.58 | $ | 613,665.69 | |||||||||
| Class N Shares |
1,530,988.75 | $ | 20,098,955.72 | |||||||||
| Janus Henderson Venture Fund |
Class A Shares |
301,639.31 | $ | 24,365,847.89 | ||||||||
| Class C Shares |
17,711.62 | $ | 1,171,037.69 | |||||||||
| Class D Shares |
20,637,944.45 | $ | 1,781,437,087.57 | |||||||||
| Class I Shares |
2,581,179.50 | $ | 225,065,352.91 | |||||||||
| Class N Shares |
5,126,408.64 | $ | 455,299,833.77 | |||||||||
| Class S Shares |
228,246.42 | $ | 17,875,687.00 | |||||||||
| Class T Shares |
8,612,008.53 | $ | 720,241,470.88 | |||||||||
A-6
Dates Relating to Current Advisory Agreements
| Fund |
Date of Current Advisory Agreement |
Date Current Advisory Agreement Last Approved by Shareholders |
Date Current Advisory Agreement Last Approved For Continuance of Board | |||
| Janus Henderson Absolute Return Income Opportunities Fund |
5/30/2017 | 4/25/2017 | 12/10/2025 | |||
| Janus Henderson Adaptive Risk Managed U.S. Equity Fund |
5/30/2017 | 4/25/2017 | 12/10/2025 | |||
| Janus Henderson Balanced Fund |
5/30/2017 | 5/17/2017 | 12/10/2025 | |||
| Janus Henderson Contrarian Fund |
5/30/2017 | 5/17/2017 | 12/10/2025 | |||
| Janus Henderson Developed World Bond Fund |
6/5/2017 | 4/6/2017 | 12/10/2025 | |||
| Janus Henderson Enterprise Fund |
5/30/2017 | 5/17/2017 | 12/10/2025 | |||
| Janus Henderson European Focus Fund |
6/5/2017 | 5/17/2017 | 12/10/2025 | |||
| Janus Henderson Flexible Bond Fund |
5/30/2017 | 4/25/2017 | 12/10/2025 | |||
| Janus Henderson Forty Fund |
5/30/2017 | 4/25/2017 | 12/10/2025 | |||
| Janus Henderson Global Allocation Fund – Conservative |
5/30/2017 | 4/25/2017 | 12/10/2025 | |||
| Janus Henderson Global Allocation Fund – Growth |
5/30/2017 | 4/25/2017 | 12/10/2025 | |||
| Janus Henderson Global Allocation Fund – Moderate |
5/30/2017 | 4/25/2017 | 12/10/2025 | |||
| Janus Henderson Global Equity Income Fund |
6/5/2017 | 5/17/2017 | 12/10/2025 | |||
| Janus Henderson Global Life Sciences Fund |
5/30/2017 | 5/17/2017 | 12/10/2025 | |||
| Janus Henderson Global Real Estate Fund |
5/30/2017 | 4/25/2017 | 12/10/2025 | |||
| Janus Henderson Global Research Fund |
5/30/2017 | 5/17/2017 | 12/10/2025 | |||
| Janus Henderson Global Select Fund |
5/30/2017 | 5/17/2017 | 12/10/2025 | |||
| Janus Henderson Global Sustainable Equity Fund |
7/15/2021 | 6/24/2020 | 12/10/2025 | |||
| Janus Henderson Global Technology and Innovation Fund |
5/30/2017 | 5/25/2017 | 12/10/2025 | |||
| Janus Henderson Government Money Market Fund |
5/30/2017 | 4/25/2017 | 12/10/2025 | |||
| Janus Henderson Growth and Income Fund |
5/30/2017 | 5/17/2017 | 12/10/2025 | |||
| Janus Henderson High-Yield Fund |
5/30/2017 | 4/25/2017 | 12/10/2025 | |||
| Janus Henderson International Dividend Fund |
6/5/2017 | 5/17/2017 | 12/10/2025 | |||
| Janus Henderson Mid Cap Value Fund |
5/30/2017 | 4/25/2017 | 12/10/2025 | |||
| Janus Henderson Money Market Fund |
5/30/2017 | 4/25/2017 | 12/10/2025 | |||
| Janus Henderson Multi-Sector Income Fund |
10/28/2024 | 4/25/2017 | 12/10/2025 | |||
| Janus Henderson Overseas Fund |
5/30/2017 | 5/17/2017 | 12/10/2025 | |||
| Janus Henderson Research Fund |
5/30/2017 | 4/25/2017 | 12/10/2025 | |||
| Janus Henderson Short Duration Flexible Bond Fund |
1/2/2026 | 4/25/2017 | 12/10/2025 | |||
| Janus Henderson Small Cap Value Fund |
12/15/2025 | 4/25/2017 | 12/10/2025 | |||
| Janus Henderson Small-Mid Cap Value Fund |
8/1/2019 | 7/11/2019 | 12/10/2025 | |||
| Janus Henderson Triton Fund |
5/30/2017 | 5/17/2017 | 12/10/2025 | |||
| Janus Henderson U.S. Dividend Income Fund |
12/12/2022 | 12/19/2022 | 12/10/2025 | |||
| Janus Henderson Venture Fund |
5/30/2017 | 4/25/2017 | 12/10/2025 |
B-1
Advisory Fee Rates
| Fund |
Fiscal Year End |
Contractual Investment |
Performance Adjusted Investment Advisory Fee Rate* |
|||||||||||
| Janus Henderson Absolute Return Income Opportunities Fund(1) |
6/30 | First $1 Billion | 0.35 | N/A | ||||||||||
| Over $1 Billion | 0.30 | |||||||||||||
| Janus Henderson Adaptive Risk Managed U.S. Equity Fund |
6/30 | All Asset Levels | 0.50 | N/A | ||||||||||
| Janus Henderson Balanced Fund |
9/30 | All Asset Levels | 0.55 | N/A | ||||||||||
| Janus Henderson Contrarian Fund(3) |
9/30 | – | 0.64 | 0.49 | ||||||||||
| Janus Henderson Developed World Bond Fund |
6/30 | First $1 Billion | 0.55 | N/A | ||||||||||
| Next $500 Million | 0.50 | |||||||||||||
| Over $1.5 Billion | 0.45 | |||||||||||||
| Janus Henderson Enterprise Fund |
9/30 | All Asset Levels | 0.64 | N/A | ||||||||||
| Janus Henderson European Focus Fund |
9/30 | First $500 Million | 1.00 | N/A | ||||||||||
| Next $1 Billion | 0.90 | |||||||||||||
| Next $1 Billion | 0.85 | |||||||||||||
| Over $2.5 Billion | 0.80 | |||||||||||||
| Janus Henderson Flexible Bond Fund |
6/30 | First $300 Million | 0.50 | N/A | ||||||||||
| Over $300 Million | 0.40 | |||||||||||||
| Janus Henderson Forty Fund(3) |
9/30 | – | 0.64 | 0.50 | ||||||||||
| Janus Henderson Global Allocation Fund – Conservative |
6/30 | All Asset Levels | 0.05 | N/A | ||||||||||
| Janus Henderson Global Allocation Fund – Growth |
6/30 | All Asset Levels | 0.05 | N/A | ||||||||||
| Janus Henderson Global Allocation Fund – Moderate |
6/30 | All Asset Levels | 0.05 | N/A | ||||||||||
| Janus Henderson Global Equity Income Fund |
9/30 | First $1 Billion | 0.85 | N/A | ||||||||||
| Next $1 Billion | 0.65 | |||||||||||||
| Over $2 Billion | 0.60 | |||||||||||||
| Janus Henderson Global Life Sciences Fund |
9/30 | All Asset Levels | 0.64 | N/A | ||||||||||
| Janus Henderson Global Real Estate Fund(3) |
9/30 | – | 0.75 | 0.52 | ||||||||||
| Janus Henderson Global Research Fund(3) |
9/30 | – | 0.60 | 0.59 | ||||||||||
| Janus Henderson Global Select Fund |
9/30 | All Asset Levels | 0.64 | N/A | ||||||||||
| Janus Henderson Global Sustainable Equity Fund |
9/30 | First $2 Billion | 0.75 | N/A | ||||||||||
| Over $2 Billion | 0.70 | |||||||||||||
| Janus Henderson Global Technology and Innovation Fund |
9/30 | All Asset Levels | 0.64 | N/A | ||||||||||
| Janus Henderson Government Money Market Fund |
6/30 | All Asset Levels | 0.20 | N/A | ||||||||||
| Janus Henderson Growth and Income Fund |
9/30 | All Asset Levels | 0.60 | N/A | ||||||||||
| Janus Henderson High-Yield Fund |
6/30 | First $300 Million | 0.65 | N/A | ||||||||||
| Over $300 Million | 0.55 | |||||||||||||
| Janus Henderson International Dividend Fund |
6/30 | First $1 Billion | 0.75 | N/A | ||||||||||
| Next $1 Billion | 0.65 | |||||||||||||
| Over $2 Billion | 0.55 | |||||||||||||
| Janus Henderson Mid Cap Value Fund(3) |
6/30 | – | 0.64 | 0.78 | ||||||||||
| Janus Henderson Money Market Fund |
6/30 | All Asset Levels | 0.20 | N/A | ||||||||||
| Janus Henderson Multi-Sector Income Fund |
6/30 | First $1 Billion | 0.55 | N/A | ||||||||||
| Next $1 Billion | 0.52 | |||||||||||||
| Over $2 Billion | 0.50 | |||||||||||||
| Janus Henderson Overseas Fund(3) |
9/30 | – | 0.64 | 0.74 | ||||||||||
| Janus Henderson Research Fund(3) |
9/30 | – | 0.64 | 0.53 | ||||||||||
C-1
| Fund |
Fiscal Year End |
Contractual Investment |
Performance Adjusted Investment Advisory Fee Rate* |
|||||||||||
| Janus Henderson Short Duration Flexible Bond Fund(2) |
6/30 | All Asset Levels | 0.25 | N/A | ||||||||||
| Janus Henderson Small Cap Value Fund(3) |
6/30 | – | 0.72 | 0.92 | ||||||||||
| Janus Henderson Small-Mid Cap Value Fund(3) |
6/30 | – | 0.70 | 0.86 | ||||||||||
| Janus Henderson Triton Fund |
9/30 | All Asset Levels | 0.64 | N/A | ||||||||||
| Janus Henderson U.S. Dividend Income Fund |
9/30 | First $2 Billion | 0.60 | N/A | ||||||||||
| Over $2 Billion | 0.55 | |||||||||||||
| Janus Henderson Venture Fund |
9/30 | All Asset Levels | 0.64 | N/A | ||||||||||
| * | Before fee waiver or expense reimbursements. See Appendix F for additional information regarding fee waivers. |
| (1) | Reflects investment advisory fee rate effective on or about March 4, 2026 in connection with repositioning of Fund as announced on December 19, 2025. |
| (2) | Reflects investment advisory fee rate effective as of January 2, 2026. |
| (3) | Additional Information Regarding Performance Fees: |
For each Fund listed in the chart below, the investment advisory fee rate 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 its benchmark index as shown below:
| Fund | Benchmark Index | Performance Hurdle | ||||
| Janus Henderson Contrarian Fund |
S&P 500 Index | 7.00 | ||||
| Janus Henderson Forty Fund |
Russell 1000 Growth Index | 8.50 | ||||
| Janus Henderson Global Real Estate Fund |
FTSE EPRA Nareit Global Index | 4.00 | ||||
| Janus Henderson Global Research Fund |
MSCI World Index | 6.00 | ||||
| Janus Henderson Mid Cap Value Fund |
Russell 3000 Index | 4.00 | ||||
| Janus Henderson Overseas Fund |
MSCI All Country World ex-USA Index | 7.00 | ||||
| Janus Henderson Research Fund |
Russell 1000 Growth Index | 5.00 | ||||
| Janus Henderson Small Cap Value Fund |
Russell 2000 Value Index | 5.50 | ||||
| Janus Henderson Small-Mid Cap Value Fund |
Russell 2500 Value Index | 5.00 | ||||
The calculation of the performance adjustment applies as follows:
Investment Advisory Fee = Base Fee Rate +/– Performance Adjustment
The investment advisory fee rate paid to the Adviser by each Fund in the table above consists of two components: (1) a base fee calculated by applying the contractual fixed rate of the advisory fee to the Fund’s average daily net assets during the previous month (“Base Fee Rate”), plus or minus (2) 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 is the previous 36 months.
As an example, if the Fund outperformed its Performance Fee Benchmark over the 36-month performance measurement period by its Performance Hurdle, the advisory fee rate would increase by 0.15% (assuming constant assets). Conversely, if the Fund underperformed its Performance Fee Benchmark over the performance measurement period by its Performance Hurdle, the advisory fee rate would decrease by 0.15% (assuming constant assets). Actual performance within the full range of the Performance Hurdle rate may result in positive or negative incremental adjustments to the advisory fee rate of greater or less than 0.15%.
No Performance Adjustment is applied unless the difference between a Fund’s investment performance and the cumulative investment record of the Fund’s benchmark index is 0.50% or greater (positive or negative)
C-2
during the applicable performance measurement period. The Base Fee Rate is subject to an upward or downward Performance Adjustment for every full 0.50% increment by which the Fund outperforms or underperforms its benchmark index. 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 the Adviser’s fee even if the Fund’s shares lose value during the performance measurement period and could decrease the Adviser’s fee even if the Fund’s shares increase in value during the performance measurement period. For purposes of computing the Base Fee Rate and the Performance Adjustment, net assets are averaged over different periods (average daily net assets during the previous month for the Base Fee Rate, versus average daily net assets during the performance measurement period for the Performance Adjustment). Performance of a Fund is calculated net of expenses whereas a Fund’s benchmark index does not have any fees or expenses. Reinvestment of dividends and distributions is included in calculating both the performance of a Fund and the Fund’s benchmark index. The Base Fee Rate is calculated and accrued daily. The Performance Adjustment is calculated monthly in arrears and is accrued throughout the month. The investment advisory fee is paid monthly in arrears. Under extreme circumstances involving underperformance by a rapidly shrinking Fund, the dollar amount of the Performance Adjustment could be more than the dollar amount of the Base Fee Rate. In such circumstances, the Adviser would reimburse the applicable Fund. The application of an expense limit, if any, will have a positive effect upon a Fund’s performance and may result in an increase in the Performance Adjustment. It is possible that the cumulative dollar amount of additional compensation ultimately payable to the Adviser may, under some circumstances, exceed the cumulative dollar amount of management fees waived by Janus Henderson Investors.
The investment performance of a Fund’s Class A Shares (waiving the upfront sales load) for the performance measurement period is used to calculate the Performance Adjustment. After the Adviser determines whether a particular Fund’s performance was above or below its benchmark index by comparing the investment performance of the Fund’s load-waived Class A Shares against the cumulative investment record of that Fund’s benchmark index, the Adviser applies the same Performance Adjustment (positive or negative) across each other class of shares of the Fund, as applicable. It is not possible to predict the effect of the Performance Adjustment on future overall compensation to the Adviser since it depends on the performance of each Fund relative to the record of the Fund’s benchmark index and future changes to the size of each Fund.
C-3
Comparable Funds
The following table sets forth information regarding other registered investment companies or series thereof (other than the Trust and the Funds) managed by the Adviser that have similar investment strategies to a Fund. Funds not listed in this Appendix D are Funds for which the Adviser does not manage any other registered investment company or series thereof (other than the Trust and the Funds) that have similar investment strategies to such Fund.
| Fund | Comparable Fund | Comparable Fund Contractual Fee Rate |
Comparable Fund Net Assets (as of 12/31/25)(in millions) | ||||||
| Janus Henderson Balanced Fund |
Janus Henderson Balanced Portfolio | All Asset Levels 55 bps | $ | 9,426.5 | |||||
| Janus Henderson Enterprise Fund |
Janus Henderson Enterprise Portfolio | All Asset Levels 64 bps | $ | 1,837.0 | |||||
| Janus Henderson Flexible Bond Fund |
Janus Henderson Flexible Bond Portfolio | First $300 Million 55 bps Over $300 Million 45 bps |
$ | 627.1 | |||||
| Janus Henderson Forty Fund |
Janus Henderson Forty Portfolio | All Asset Levels 64 bps | $ | 981.0 | |||||
| Janus Henderson Global Real Estate Fund |
Northern Funds Multi-Manager Global Real Estate Fund(1) | 42.5bps on first $50m, 40bps on next $150m, 35bps on next $150m and 30bps thereafter |
$ | 33.4 | |||||
| Janus Henderson Global Research Fund |
Janus Henderson Global Research Portfolio | All Asset Levels 60bps | $ | 1,042.0 | |||||
| Janus Henderson Global Sustainable Equity Fund |
Janus Henderson Global Sustainable Equity Portfolio | First $2 Billion 75 bps Over $2 Billion 70 bps |
$ | 14.2 | |||||
| Janus Henderson Global Technology and Innovation Fund |
Janus Henderson Global Technology and Innovation Portfolio | All Asset Levels 64 bps | $ | 1,401.8 | |||||
| Janus Henderson Mid Cap Value Fund |
Janus Henderson Mid Cap Value Portfolio | All Asset Levels 64 bps | $ | 114.5 | |||||
| Janus Henderson Overseas Fund |
Janus Henderson Overseas Portfolio | All Asset Levels 64 bps | $ | 774.8 | |||||
| Janus Henderson Research Fund |
Janus Henderson Research Portfolio | All Asset Levels 64 bps | $ | 770.3 | |||||
| (1) | Subadvsied by Janus Henderson Investors. |
D-1
Information Regarding Officers and Directors of Adviser
Janus Henderson Investors US LLC(1)
| Name |
Janus Henderson |
Position(s) with Janus Henderson | ||
| Chris Campbell |
Janus Henderson Investors US LLC |
Treasurer | ||
| Berg Crawford |
Janus Henderson Investors US LLC |
Chief Accounting Officer | ||
| Peter Falconer |
Janus Henderson Investors US LLC |
Assistant Secretary | ||
| Stephanie Grauerholz |
Janus Henderson Investors US LLC |
Deputy General Counsel | ||
| Karlene Lacy |
Janus Henderson Investors US LLC |
Global Head of Tax | ||
| Kristin Mariani |
Janus Henderson Investors US LLC |
Chief Compliance Officer | ||
| Michelle Rosenberg |
Janus Henderson Investors US LLC |
General Counsel, Secretary, President | ||
| Steven Saba |
Janus Henderson Investors US LLC |
Director, Corporate Accounting | ||
| Steven Schneider |
Janus Henderson Investors US LLC |
Assistant Secretary | ||
| Michael Schweitzer |
Janus Henderson Investors US LLC |
Head of Retail Distribution, North America | ||
| Greg Trinks |
Janus Henderson Investors US LLC |
Head of US Products |
| (1) | The business address for each officer and director is 151 Detroit Street, Denver, Colorado 80206. |
The following officers of the Funds are officers, employees, directors, general partners or shareholders of the Adviser:
| Name |
Title with the Funds |
Title with the Adviser | ||
| Michelle Rosenberg |
President and Chief Executive Officer |
Chief Administrative Officer and General Counsel | ||
| Kristin Mariani |
Vice President and Chief Compliance Officer |
Head of Compliance, North America | ||
| Jesper Nergaard |
Chief Financial Officer – Vice President, Treasurer, and Principal Accounting Officer |
Head of U.S. Fund Administration | ||
| Stephanie Grauerholz |
Interim Vice President, Chief Legal Officer, and Secretary |
Deputy General Counsel | ||
| Ciaran Askin |
Anti-Money Laundering Officer |
Global Head of Financial Crime | ||
| Jay Mensah |
Assistant Secretary |
Legal Counsel | ||
| Dawn Cotten |
Assistant Treasurer |
Director, Head of Fund Oversight | ||
| Allen Welch |
Assistant Treasurer |
Director, Head of Fund Tax |
E-1
Fees Paid
| Fund |
Fiscal Year End |
Actual Advisory Fees Paid to the Adviser Before Waiver |
Fees Waived or Reimbursed by the Adviser* |
Actual Advisory Fee Paid to the Adviser After Waiver |
Fees Paid to Janus Henderson Investors as Administrator |
Distribution and/or Service Fees paid to Distributor(1) |
Fees paid to Janus Henderson Services(2) | ||||||||||||||||||||||||||||
| Janus Henderson Absolute Return Income Opportunities Fund(a)(d)(f) |
6/30 | $ | 331,610 | $ | 331,610 | $ | 0 | $ | 1,642 | $ | 49,355 | $ | 35,925 | ||||||||||||||||||||||
| Janus Henderson Adaptive Risk Managed U.S. Equity Fund(a) |
6/30 | $ | 3,064,930 | $ | 1,131 | $ | 3,063,799 | $ | 19,631 | $ | 148,331 | $ | 679,014 | ||||||||||||||||||||||
| Janus Henderson Balanced Fund(a)(f) |
9/30 | $ | 145,444,972 | $ | 0 | $ | 145,444,972 | $ | 793,640 | $ | 28,797,901 | $ | 15,456,911 | ||||||||||||||||||||||
| Janus Henderson Contrarian Fund(a) |
9/30 | $ | 23,830,974 | $ | 2,799 | $ | 23,828,175 | $ | 143,386 | $ | 344,775 | $ | 5,590,962 | ||||||||||||||||||||||
| Janus Henderson Developed World Bond Fund(a)(g) |
6/30 | $ | 4,707,680 | $ | 1,521,252 | $ | 3,186,428 | $ | 29,114 | $ | 169,628 | $ | 89,057 | ||||||||||||||||||||||
| Janus Henderson Enterprise Fund(a) |
9/30 | $ | 145,013,346 | $ | 0 | $ | 145,013,346 | $ | 680,903 | $ | 2,999,507 | $ | 11,635,518 | ||||||||||||||||||||||
| Janus Henderson European Focus Fund(a) |
9/30 | $ | 5,445,534 | $ | 786,343 | $ | 4,659,191 | $ | 17,075 | $ | 367,545 | $ | 74,790 | ||||||||||||||||||||||
| Janus Henderson Flexible Bond Fund(a)(f) |
6/30 | $ | 11,093,939 | $ | 1,397,904 | $ | 9,696,035 | $ | 85,675 | $ | 537,329 | $ | 1,182,275 | ||||||||||||||||||||||
| Janus Henderson Forty Fund(a) |
9/30 | $ | 119,713,092 | $ | 0 | $ | 119,713,092 | $ | 669,012 | $ | 3,767,617 | $ | 26,470,293 | ||||||||||||||||||||||
| Janus Henderson Global Allocation Fund – Conservative(a)(c) |
6/30 | $ | 67,642 | $ | 67,642 | $ | 0 | $ | 0 | $ | 30,925 | $ | 145,953 | ||||||||||||||||||||||
| Janus Henderson Global Allocation Fund – Growth(a)(c) |
6/30 | $ | 116,721 | $ | 37,902 | $ | 78,819 | $ | 0 | $ | 36,129 | $ | 248,489 | ||||||||||||||||||||||
| Janus Henderson Global Allocation Fund – Moderate(a)(c) |
6/30 | $ | 94,863 | $ | 94,863 | $ | 0 | $ | 0 | $ | 29,332 | $ | 205,706 | ||||||||||||||||||||||
| Janus Henderson Global Equity Income Fund(a) |
9/30 | $ | 39,070,198 | $ | 0 | $ | 39,070,198 | $ | 182,553 | $ | 4,210,891 | $ | 267,651 | ||||||||||||||||||||||
| Janus Henderson Global Life Sciences Fund |
9/30 | $ | 30,488,526 | $ | 0 | $ | 30,488,526 | $ | 140,494 | $ | 1,308,699 | $ | 4,665,677 | ||||||||||||||||||||||
| Janus Henderson Global Real Estate Fund(a) |
9/30 | $ | 1,682,646 | $ | 4,651 | $ | 1,677,995 | $ | 9,750 | $ | 61,685 | $ | 181,150 | ||||||||||||||||||||||
| Janus Henderson Global Research Fund(a) |
9/30 | $ | 28,170,794 | $ | 0 | $ | 28,170,794 | $ | 121,710 | $ | 204,888 | $ | 5,906,898 | ||||||||||||||||||||||
| Janus Henderson Global Select Fund(a) |
9/30 | $ | 18,457,891 | $ | 6,685 | $ | 18,451,206 | $ | 86,851 | $ | 40,161 | $ | 3,785,016 | ||||||||||||||||||||||
| Janus Henderson Global Sustainable Equity Fund(a) |
9/30 | $ | 295,062 | $ | 295,062 | $ | 0 | $ | 1,253 | $ | 1,485 | $ | 32,286 | ||||||||||||||||||||||
| Janus Henderson Global Technology and Innovation Fund(a) |
9/30 | $ | 47,997,960 | $ | 0 | $ | 47,997,960 | $ | 227,435 | $ | 1,553,893 | $ | 8,714,426 | ||||||||||||||||||||||
| Janus Henderson Government Money Market Fund(h)(i) |
6/30 | $ | 820,691 | $ | 196,817 | $ | 623,874 | $ | 1,030,626 | $ | 0 | $ | 0 | ||||||||||||||||||||||
| Janus Henderson Growth and Income Fund(a) |
9/30 | $ | 44,932,189 | $ | 280,989 | $ | 44,651,200 | $ | 225,239 | $ | 672,357 | $ | 10,155,758 | ||||||||||||||||||||||
| Janus Henderson High-Yield Fund(a)(f) |
6/30 | $ | 3,877,090 | $ | 342,593 | $ | 3,534,497 | $ | 21,217 | $ | 108,662 | $ | 789,009 | ||||||||||||||||||||||
| Janus Henderson International Dividend Fund(a) |
6/30 | $ | 1,384,740 | $ | 264,763 | $ | 1,119,977 | $ | 5,602 | $ | 141,368 | $ | 48,935 | ||||||||||||||||||||||
| Janus Henderson Mid Cap Value Fund(a) |
6/30 | $ | 16,046,854 | $ | 0 | $ | 16,046,854 | $ | 65,600 | $ | 510,922 | $ | 2,842,746 | ||||||||||||||||||||||
| Janus Henderson Money Market Fund(h) |
6/30 | $ | 2,384,416 | $ | 0 | $ | 2,384,416 | $ | 2,821,863 | $ | 0 | $ | 0 | ||||||||||||||||||||||
| Janus Henderson Multi-Sector Income Fund(a)(f) |
6/30 | $ | 26,426,152 | $ | 835,582 | $ | 25,590,570 | $ | 153,886 | $ | 1,051,300 | $ | 336,132 | ||||||||||||||||||||||
| Janus Henderson Overseas Fund(a) |
9/30 | $ | 22,612,081 | $ | 0 | $ | 22,612,081 | $ | 106,104 | $ | 1,065,574 | $ | 2,380,975 | ||||||||||||||||||||||
| Janus Henderson Research Fund(a) |
9/30 | $ | 172,084,486 | $ | 3,945 | $ | 172,080,541 | $ | 757,951 | $ | 383,224 | $ | 32,660,751 | ||||||||||||||||||||||
| Janus Henderson Short Duration Flexible Bond Fund(a)(e) |
6/30 | $ | 3,148,088 | $ | 1,294,354 | $ | 1,853,734 | $ | 22,852 | $ | 170,343 | $ | 613,040 | ||||||||||||||||||||||
| Janus Henderson Small Cap Value Fund(a)(b) |
6/30 | $ | 13,750,129 | $ | 0 | $ | 13,750,129 | $ | 54,002 | $ | 457,775 | $ | 927,170 | ||||||||||||||||||||||
| Janus Henderson Small-Mid Cap Value Fund(a) |
6/30 | $ | 837,214 | $ | 235,601 | $ | 601,613 | $ | 3,086 | $ | 13,280 | $ | 71,094 | ||||||||||||||||||||||
| Janus Henderson Triton Fund(a) |
9/30 | $ | 38,200,561 | $ | 0 | $ | 38,200,561 | $ | 176,668 | $ | 2,073,242 | $ | 5,187,967 | ||||||||||||||||||||||
| Janus Henderson U.S. Dividend Income Fund(a) |
9/30 | $ | 219,146 | $ | 219,146 | $ | 0 | $ | 1,161 | $ | 0 | $ | 25,785 | ||||||||||||||||||||||
| Janus Henderson Venture Fund(a) |
9/30 | $ | 20,007,420 | $ | 874 | $ | 20,006,546 | $ | 93,575 | $ | 109,662 | $ | 3,658,779 | ||||||||||||||||||||||
| (1) | Payments (substantially all of which Janus Henderson Distributors pays out as compensation to broker-dealers and other services providers) cover activities including, but not limited to, advertising and literature, as well as prospectus preparation, printing, and mailing. |
| (2) | Amounts for certain Funds and/or share classes may include the reimbursement of administrative services fees by Janus Henderson Investors to the Funds. |
| * | Fee Waivers |
| (a) | The Adviser has contractually agreed to waive its investment advisory fee and/or reimburse operating expenses to the extent that the Fund’s total annual fund operating expenses (excluding any performance adjustments to management fees, fees payable pursuant to a Rule 12b-1 plan, shareholder servicing fees, out-of-pocket transfer agency/shareholder servicing costs, including networking/omnibus/shareholder servicing fees payable by any share class, acquired fund fees and expenses, interest, dividends, taxes, brokerage commissions, and extraordinary expenses) exceed the expense limitation during the limitation period. This contractual waiver may be terminated or modified only at the discretion of the Board of Trustees. |
| Fund |
Expense Limitation |
Limitation Period | ||
| Janus Henderson Absolute Return Income Opportunities Fund |
0.39% |
one-year period commencing March 4, 2026 | ||
| Janus Henderson Adaptive Risk Managed US Equity Fund |
0.59% | one-year period commencing October 28, 2025 | ||
| Janus Henderson Balanced Fund |
0.68% |
one-year period commencing January 28, 2026 |
F-1
| Fund |
Expense Limitation |
Limitation Period | ||
| Janus Henderson Contrarian Fund |
0.75% |
one-year period commencing January 28, 2026 | ||
| Janus Henderson Developed World Bond Fund |
0.57% |
one-year period commencing October 28, 2025 | ||
| Janus Henderson Enterprise Fund |
0.80% |
one-year period commencing January 28, 2026 | ||
| Janus Henderson European Focus Fund |
0.96% |
one-year period commencing January 28, 2026 | ||
| Janus Henderson Flexible Bond Fund |
0.40% |
one-year period commencing October 28, 2025 | ||
| Janus Henderson Forty Fund |
0.68% |
one-year period commencing January 28, 2026 | ||
| Janus Henderson Global Allocation Fund – Conservative |
0.14% |
one-year period commencing October 28, 2025 | ||
| Janus Henderson Global Allocation Fund – Growth |
0.14% |
one-year period commencing October 28, 2025 | ||
| Janus Henderson Global Allocation Fund – Moderate |
0.12% |
one-year period commencing October 28, 2025 | ||
| Janus Henderson Global Equity Income Fund |
0.77% |
one-year period commencing January 28, 2026 | ||
| Janus Henderson Global Real Estate Fund |
0.91% |
one-year period commencing January 28, 2026 | ||
| Janus Henderson Global Research Fund |
0.86% |
one-year period commencing January 28, 2026 | ||
| Janus Henderson Global Select Fund |
0.81% |
one-year period commencing January 28, 2026 | ||
| Janus Henderson Global Sustainable Equity Fund |
0.85% |
one-year period commencing January 28, 2026 | ||
| Janus Henderson Global Technology and Innovation Fund |
0.71% |
one-year period commencing January 28, 2026 | ||
| Janus Henderson Growth and Income Fund |
0.62% |
one-year period commencing January 28, 2026 | ||
| Janus Henderson High-Yield Fund |
0.63% |
one-year period commencing October 28, 2025 | ||
| Janus Henderson International Dividend Fund |
0.77% |
one-year period commencing October 28, 2025 | ||
| Janus Henderson Mid Cap Value Fund |
0.74% |
one-year period commencing October 28, 2025 | ||
| Janus Henderson Multi-Sector Income Fund |
0.64% |
one-year period commencing October 28, 2025 | ||
| Janus Henderson Overseas Fund |
0.82% |
one-year period commencing January 28, 2026 | ||
| Janus Henderson Research Fund |
0.68% |
one-year period commencing January 28, 2026 | ||
| Janus Henderson Short-Duration Flexible Bond Fund |
0.32% |
one-year period commencing January 1, 2026 | ||
| Janus Henderson Small Cap Value Fund |
0.91% |
one-year period commencing October 28, 2025 | ||
| Janus Henderson Small-Mid Cap Value Fund |
0.74% |
one-year period commencing October 28, 2025 | ||
| Janus Henderson Triton Fund |
0.86% |
one-year period commencing January 28, 2026 | ||
| Janus Henderson U.S. Dividend Income Fund |
0.68% |
one-year period commencing January 28, 2026 | ||
| Janus Henderson Venture Fund |
0.86% |
one-year period commencing January 28, 2026 |
| (b) | Janus Henderson Services US LLC, the Fund’s transfer agent, voluntarily waives 19 basis points of the class-specific expenses incurred by Class L Shares. |
| (c) | Fees and expenses of any underlying fund in which the Fund invests are excluded from the standard expense cap/fee waiver. |
| (d) | Effective March 4, 2026. |
F-2
| (e) | The Adviser has agreed to reimburse or waive out-of-pocket transfer agency/shareholder servicing costs, including networking/omnibus/shareholder servicing fees payable by any share class so that such fees, in the aggregate, do not exceed 0.06% of a share class’s average daily net assets. |
| (f) | The Adviser has agreed to waive and or reimburse a portion of the Fund’s management fee in an amount equal to the management fee it earns as an investment adviser to any affiliated ETFs in which the Fund invests, less certain operating expenses. |
| (g) | The Adviser includes out-of-pocket transfer agency/shareholder servicing costs, including networking/omnibus/shareholder servicing fees paid to third parties, in the waiver arrangement. |
| (h) | The Adviser may voluntarily waive and/or reimburse fees to the extent necessary to assist the Fund in attempting to maintain a yield of at least 0.00%. Any waivers and reimbursements are voluntary and could change or be terminated at any time at the discretion of the Adviser. |
| (i) | The Adviser has contractually agreed to waive and/or reimburse operating expenses to the extent that the Fund’s total annual fund operating expenses (excluding brokerage commissions, interest, dividends, taxes, acquired fund fees and expenses, and extraordinary expenses) exceed the class specific expense limitation % for at least a one-year period commencing on October 28, 2025. This contractual waiver may be terminated or modified only at the discretion of the Board of Trustees. |
| Share Class |
Expense Limitation | |
| American Cancer Society Support** – Class D Shares |
0.33% | |
| American Cancer Society Support – Class T Shares |
0.46% | |
| American Cancer Society Support – Class I Shares |
0.20% | |
| American Cancer Society Support – Class N Shares |
0.20% |
| ** | The American Cancer Society® (ACS) does not endorse any service or product. Shares of Janus Henderson Government Money Market Fund are not sponsored, endorsed, or promoted by the ACS, and the ACS is not an investment adviser or service provider to the Fund, Janus Investment Fund, or Janus Henderson. |
F-3
Share Ownership
Dollar Range of Equity Securities
The following table sets forth the dollar range of equity securities beneficially owned by each Trustee and Trustee Nominee in each Fund and all Janus Henderson Funds overseen by the Trustee as of December 31, 2025 in the aggregate. Funds not listed in this Appendix G are Funds for which no Trustee or Trustee Nominee beneficially owns securities of such Fund. These amounts may include amounts held under a deferred compensation plan that are valued based on “shadow investments,” where any deferred amount is treated as though an equivalent dollar amount has been invested in shares of one or more funds advised by the Adviser. See Appendix H for additional information regarding deferred compensation.
| Fund |
Brown | Alston | Etienne | Jackson | Janssens | McCalpin | Poliner | Shaneyfelt* | ||||||||
| Janus Henderson Absolute Return Income Opportunities Fund |
None | None | $1-$10,000 | None | None | None | None | None | ||||||||
| Janus Henderson Adaptive Risk Managed U.S. Equity Fund |
$50,001- $100,000 |
None | None | None | None | None | None | None | ||||||||
| Janus Henderson Balanced Fund |
None | $50,001- $100,000 |
None | None | $50,001- $100,000 |
Over $100,000 |
None | None | ||||||||
| Janus Henderson Contrarian Fund |
None | None | $1-$10,000 | None | None | Over $100,000 |
Over $100,000 |
None | ||||||||
| Janus Henderson Developed World Bond Fund |
None | None | $50,001- $100,000 |
None | None | None | None | None | ||||||||
| Janus Henderson Enterprise Fund |
$50,001- $100,000 |
None | None | None | None | Over $100,000 |
Over $100,000 |
None | ||||||||
| Janus Henderson European Focus Fund |
None | None | None | None | $50,001- $100,000 |
None | Over $100,000 |
None | ||||||||
| Janus Henderson Forty Fund |
None | $50,001- $100,000 |
None | Over $100,000 |
None | None | Over $100,000 |
None | ||||||||
| Janus Henderson Global Allocation Fund – Growth |
None | None | None | None | None | Over $100,000 |
None | None | ||||||||
| Janus Henderson Global Life Sciences Fund |
$50,001- $100,000 |
$50,001- $100,000 |
$10,001- $50,000 |
Over $100,000 |
None | Over $100,000 |
Over $100,000 |
None | ||||||||
| Janus Henderson Global Real Estate Fund |
Over $100,000 |
$50,001- $100,000 |
None | None | None | Over $100,000 |
Over $100,000 |
None | ||||||||
| Janus Henderson Global Research Fund |
None | None | None | None | $50,001- $100,000 |
Over $100,000 |
None | None | ||||||||
| Janus Henderson Global Select Fund |
None | None | None | None | None | None | Over $100,000 |
None | ||||||||
| Janus Henderson Global Sustainable Equity Fund |
None | None | $50,001- $100,000 |
None | None | None | Over $100,000 |
None | ||||||||
| Janus Henderson Global Technology and Innovation Fund |
None | $10,001- $50,000 |
$10,001- $50,000 |
$50,001- $100,000 |
None | Over $100,000 |
None | None | ||||||||
| Janus Henderson Government Money Market Fund |
None | None | $1- $10,000 |
None | None | None | None | None | ||||||||
| Janus Henderson Growth and Income Fund |
None | $50,001- $100,000 |
None | None | None | None | Over $100,000 |
None | ||||||||
| Janus Henderson International Dividend Fund |
None | None | None | None | None | None | Over $100,000 |
None | ||||||||
| Janus Henderson Mid Cap Value Fund |
None | None | None | None | None | None | Over $100,000 |
None | ||||||||
| Janus Henderson Money Market Fund |
None | None | None | None | $10,001- $50,000 |
Over $100,000 |
None | None | ||||||||
| Janus Henderson Multi-Sector Income Fund |
$10,001- $50,000 |
None | None | None | $50,001- $100,000 |
None | None | None | ||||||||
| Janus Henderson Overseas Fund |
$50,001- $100,000 |
None | None | None | None | Over $100,000 |
Over $100,000 |
None | ||||||||
| Janus Henderson Research Fund |
Over $100,000 |
None | None | None | None | None | None | None | ||||||||
| Janus Henderson Small Cap Value Fund |
$10,001- $50,000 |
None | None | None | None | None | Over $100,000 |
None | ||||||||
| Janus Henderson Small-Mid Cap Value Fund |
None | None | $50,001- $100,000 |
None | None | $10,001- $50,000 |
None | None | ||||||||
| Janus Henderson Triton Fund |
Over $100,000 |
None | None | None | None | None | Over $100,000 |
None | ||||||||
| Janus Henderson U.S. Dividend Income Fund |
None | None | None | None | None | None | Over $100,000 |
None | ||||||||
| Aggregate Dollar Range of Equity Securities in All Registered Investment Companies in the Fund Complex |
Over $100,000 |
Over $100,000 |
Over $100,000 |
Over $100,000 |
Over $100,000 |
Over $100,000 |
Over $100,000 |
$0 |
| * | Ms. Shaneyfelt was appointed Trustee-Advisor to the Board effective January 1, 2026 and is standing for election as a Trustee at the Meeting. |
G-1
Compensation of Trustees
The following table shows the compensation paid to each Trustee and Trustee Nominee by each Fund for the Fund’s fiscal year ended in 2025, as well as the total compensation paid by all of the Janus Henderson Funds during the calendar year 2025. None of the Trustees receives any pension or retirement benefits from the Funds and the Janus Henderson Funds. The Trustees have established a deferred compensation plan under which a Trustee may elect to defer receipt of all, or a portion, of the compensation earned for services to the Funds and the Janus Henderson Funds, in lieu of receiving current payments of such compensation. Any deferred amount is treated as though an equivalent dollar amount has been invested in shares of one or more funds advised by Janus Henderson Investors as selected by the Trustee (“shadow investments”).
| Fund | Fiscal Year End |
Brown(3)(4) | Alston(4) | Etienne | Jackson(4) | Janssens(4) | McCalpin(4) | Poliner(4) | Shaneyfelt* | |||||||||||||||||||||||||||
| Janus Henderson Absolute Return Income Opportunities Fund | 6/30 | $ | 134 | $ | 98 | $ | 92 | $ | 95 | $ | 95 | $ | 102 | $ | 106 | $ | 0 | |||||||||||||||||||
| Janus Henderson Adaptive Risk Managed U.S. Equity Fund | 6/30 | $ | 1,642 | $ | 1,209 | $ | 1,135 | $ | 1,166 | $ | 1,163 | $ | 1,259 | $ | 1,301 | $ | 0 | |||||||||||||||||||
| Janus Henderson Balanced Fund | 9/30 | $ | 71,833 | $ | 52,897 | $ | 49,670 | $ | 51,054 | $ | 50,906 | $ | 55,076 | $ | 56,914 | $ | 0 | |||||||||||||||||||
| Janus Henderson Contrarian Fund | 9/30 | $ | 12,533 | $ | 9,223 | $ | 8,662 | $ | 8,901 | $ | 8,873 | $ | 9,609 | $ | 9,923 | $ | 0 | |||||||||||||||||||
| Janus Henderson Developed World Bond Fund | 6/30 | $ | 1,351 | $ | 1,005 | $ | 918 | $ | 959 | $ | 958 | $ | 1,027 | $ | 1,078 | $ | 0 | |||||||||||||||||||
| Janus Henderson Enterprise Fund | 9/30 | $ | 60,655 | $ | 44,660 | $ | 41,920 | $ | 43,095 | $ | 42,967 | $ | 46,499 | $ | 48,048 | $ | 0 | |||||||||||||||||||
| Janus Henderson European Focus Fund | 9/30 | $ | 5,277 | $ | 3,737 | $ | 3,775 | $ | 3,695 | $ | 3,662 | $ | 4,094 | $ | 4,060 | $ | 0 | |||||||||||||||||||
| Janus Henderson Flexible Bond Fund | 6/30 | $ | 7,232 | $ | 5,320 | $ | 4,992 | $ | 5,129 | $ | 5,112 | $ | 5,537 | $ | 5,723 | $ | 0 | |||||||||||||||||||
| Janus Henderson Forty Fund | 9/30 | $ | 60,504 | $ | 44,568 | $ | 41,873 | $ | 43,048 | $ | 42,927 | $ | 46,441 | $ | 47,955 | $ | 0 | |||||||||||||||||||
| Janus Henderson Global Allocation Fund – Conservative | 6/30 | $ | 366 | $ | 269 | $ | 253 | $ | 260 | $ | 259 | $ | 280 | $ | 290 | $ | 0 | |||||||||||||||||||
| Janus Henderson Global Allocation Fund – Growth | 6/30 | $ | 648 | $ | 477 | $ | 448 | $ | 461 | $ | 460 | $ | 497 | $ | 514 | $ | 0 | |||||||||||||||||||
| Janus Henderson Global Allocation Fund – Moderate | 6/30 | $ | 525 | $ | 387 | $ | 363 | $ | 373 | $ | 372 | $ | 402 | $ | 416 | $ | 0 | |||||||||||||||||||
| Janus Henderson Global Equity Income Fund | 9/30 | $ | 13,325 | $ | 9,975 | $ | 9,101 | $ | 9,546 | $ | 9,544 | $ | 10,179 | $ | 10,694 | $ | 0 | |||||||||||||||||||
| Janus Henderson Global Life Sciences Fund | 9/30 | $ | 12,607 | $ | 9,290 | $ | 8,728 | $ | 8,967 | $ | 8,943 | $ | 9,657 | $ | 9,998 | $ | 0 | |||||||||||||||||||
| Janus Henderson Global Real Estate Fund | 9/30 | $ | 811 | $ | 597 | $ | 561 | $ | 576 | $ | 574 | $ | 621 | $ | 643 | $ | 0 | |||||||||||||||||||
| Janus Henderson Global Research Fund | 9/30 | $ | 11,221 | $ | 8,266 | $ | 7,763 | $ | 7,981 | $ | 7,959 | $ | 8,609 | $ | 8,894 | $ | 0 | |||||||||||||||||||
| Janus Henderson Global Select Fund | 9/30 | $ | 7,904 | $ | 5,822 | $ | 5,467 | $ | 5,621 | $ | 5,605 | $ | 6,064 | $ | 6,264 | $ | 0 | |||||||||||||||||||
| Janus Henderson Global Sustainable Equity Fund | 9/30 | $ | 125 | $ | 92 | $ | 87 | $ | 89 | $ | 89 | $ | 96 | $ | 99 | $ | 0 | |||||||||||||||||||
| Janus Henderson Global Technology and Innovation Fund | 9/30 | $ | 21,012 | $ | 15,488 | $ | 14,559 | $ | 14,972 | $ | 14,933 | $ | 16,146 | $ | 16,666 | $ | 0 | |||||||||||||||||||
| Janus Henderson Government Money Market Fund | 6/30 | $ | 1,150 | $ | 847 | $ | 795 | $ | 817 | $ | 815 | $ | 881 | $ | 912 | $ | 0 | |||||||||||||||||||
| Janus Henderson Growth and Income Fund | 9/30 | $ | 20,572 | $ | 15,156 | $ | 14,236 | $ | 14,636 | $ | 14,596 | $ | 15,785 | $ | 16,308 | $ | 0 | |||||||||||||||||||
| Janus Henderson High-Yield Fund | 6/30 | $ | 1,805 | $ | 1,329 | $ | 1,248 | $ | 1,283 | $ | 1,279 | $ | 1,384 | $ | 1,430 | $ | 0 | |||||||||||||||||||
| Janus Henderson International Dividend Fund | 6/30 | $ | 620 | $ | 457 | $ | 429 | $ | 441 | $ | 440 | $ | 476 | $ | 491 | $ | 0 | |||||||||||||||||||
| Janus Henderson Mid Cap Value Fund | 6/30 | $ | 5,265 | $ | 3,874 | $ | 3,634 | $ | 3,734 | $ | 3,722 | $ | 4,031 | $ | 4,167 | $ | 0 | |||||||||||||||||||
| Janus Henderson Money Market Fund | 6/30 | $ | 3,416 | $ | 2,515 | $ | 2,359 | $ | 2,425 | $ | 2,417 | $ | 2,616 | $ | 2,705 | $ | 0 | |||||||||||||||||||
| Janus Henderson Multi-Sector Income Fund | 6/30 | $ | 15,712 | $ | 11,575 | $ | 10,889 | $ | 11,182 | $ | 11,152 | $ | 12,051 | $ | 12,458 | $ | 0 | |||||||||||||||||||
| Janus Henderson Overseas Fund | 9/30 | $ | 10,024 | $ | 7,390 | $ | 6,934 | $ | 7,135 | $ | 7,116 | $ | 7,693 | $ | 7,951 | $ | 0 | |||||||||||||||||||
| Janus Henderson Research Fund | 9/30 | $ | 69,502 | $ | 51,212 | $ | 48,148 | $ | 49,493 | $ | 49,359 | $ | 53,375 | $ | 55,109 | $ | 0 | |||||||||||||||||||
| Janus Henderson Short Duration Flexible Bond Fund | 6/30 | $ | 1,922 | $ | 1,415 | $ | 1,327 | $ | 1,364 | $ | 1,360 | $ | 1,471 | $ | 1,522 | $ | 0 | |||||||||||||||||||
| Janus Henderson Small Cap Value Fund | 6/30 | $ | 3,330 | $ | 2,449 | $ | 2,299 | $ | 2,360 | $ | 2,353 | $ | 2,548 | $ | 2,635 | $ | 0 | |||||||||||||||||||
| Janus Henderson Small-Mid Cap Value Fund | 6/30 | $ | 218 | $ | 160 | $ | 150 | $ | 154 | $ | 154 | $ | 167 | $ | 173 | $ | 0 | |||||||||||||||||||
| Janus Henderson Triton Fund | 9/30 | $ | 15,011 | $ | 11,051 | $ | 10,364 | $ | 10,655 | $ | 10,622 | $ | 11,497 | $ | 11,888 | $ | 0 | |||||||||||||||||||
| Janus Henderson U.S. Dividend Income Fund | 9/30 | $ | 98 | $ | 74 | $ | 67 | $ | 71 | $ | 71 | $ | 75 | $ | 79 | $ | 0 | |||||||||||||||||||
| Janus Henderson Venture Fund | 9/30 | $ | 8,271 | $ | 6,092 | $ | 5,721 | $ | 5,880 | $ | 5,864 | $ | 6,342 | $ | 6,555 | $ | 0 | |||||||||||||||||||
| Total Compensation from the Janus Funds for calendar year ended December 31, 2025(1)(2) | N/A | $ | 491,500.00 | $ | 362,000.00 | $ | 340,000.00 | $ | 349,500.00 | $ | 348,500.00 | $ | 377,000.00 | $ | 389,500.00 | $ | 0 | |||||||||||||||||||
| * | Ms. Shaneyfelt was appointed Trustee-Advisor to the Board effective January 1, 2026 and is standing for election as a Trustee at the Meeting. |
| (1) | For all Trustees, includes compensation for service on the boards of two Janus Henderson trusts comprised of 44 portfolios. |
| (2) | Total Compensation received from the Janus Henderson Funds includes any amounts deferred under the deferred compensation plan. There were no deferrals for the most recent fiscal year. |
| (3) | Aggregate Compensation received from the Funds and Total Compensation received from all Janus Henderson Funds includes additional compensation paid for service as Independent Chairman of the Board of Trustees. |
| (4) | Aggregate Compensation received from the Funds and Total Compensation received from all Janus Henderson Funds includes additional compensation paid for service as chair of, or as Lead Trustee for, one or more committees of the Board of Trustees during certain periods. |
H-1
Principal Officers of the Trust and Their Principal Occupations
The business address of each officer is 151 Detroit Street, Denver, CO 80206.
| Name and Year of Birth |
Position(s) Held with the Trust |
Term of Office* and Length of Time Served |
Principal Occupation(s) and Other Directorships Held by Nominee During Past Five Years | |||
| Michelle Rosenberg 151 Detroit Street Denver, CO 80206 DOB: 1973 |
President and Chief Executive Officer |
9/22-Present | Chief Administrative Officer (since 2024) and General Counsel (since 2018) of Janus Henderson Investors. Formerly, Corporate Secretary of Janus Henderson Investors (2018-2024), Interim President and Chief Executive Officer of the Trust and Janus Aspen Series (2022), Senior Vice President and Head of Legal, North America of Janus Henderson Investors (2017-2018) and Deputy General Counsel of Janus Henderson US (Holdings) Inc. (2015-2018). Member of Board of Trustees for Bates College (since 2020) and Member of Board of Directors for ICI Mutual Insurance Company (since 2023). | |||
| Kristin Mariani 151 Detroit Street Denver, CO 80206 DOB: 1966 |
Vice President and Chief Compliance Officer |
7/20-Present | Head of Compliance, North America at Janus Henderson Investors (since September 2020) and Chief Compliance Officer at Janus Henderson Investors US LLC (since September 2017). Formerly, Anti-Money Laundering Officer for the Trust and Janus Aspen Series (July 2020- December 2022), Global Head of Investment Management Compliance at Janus Henderson Investors (February 2019-August 2020), Vice President, Head of Global Distribution Compliance and Chief Compliance Officer at Janus Henderson Distributors US LLC (May 2017-September 2017), Vice President, Compliance at Janus Henderson US (Holdings) Inc., Janus Henderson Investors US LLC, and Janus Henderson Distributors US LLC (2009-2017). | |||
| Jesper Nergaard 151 Detroit Street Denver, CO 80206 DOB: 1962 |
Chief Financial Officer Vice President, |
3/05-Present 2/05-Present |
Head of U.S. Fund Administration, Janus Henderson Investors and Janus Henderson Services US LLC (since 2005). | |||
| Stephanie Grauerholz 151 Detroit Street Denver, CO 80206 DOB: 1974 |
Interim Vice President, Chief Legal Officer, and Secretary |
11/25-Present | Deputy General Counsel at Janus Henderson Investors (since 2023). Formerly, Head of Legal, North America at Janus Henderson Investors (2019-2023). |
I-1
Audit and Related Fees
| Audit Fees | Audit Related Fees | Tax Fees | All Other Fees | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Fund | Fund | Adviser and Related Entities |
Fund | Adviser and Related Entities |
Fund | Adviser and Related Entities |
||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Fiscal Year Ended: | Fiscal Year Ended: |
Fiscal Year Ended: |
Fiscal Year Ended: | Fiscal Year Ended: |
Fiscal Year Ended: |
Fiscal Year Ended: |
||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Fiscal Year End |
2025 | 2024 | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||||||||||||||||||||||||||
|
Janus Henderson Absolute Return Income Opportunities Fund |
6/30 | $ | 60,719 | $ | 58,950 | $ | 5,379 | $ | 5,500 | $ | 0 | $ | 0 | $ | 16,578 | $ | 16,096 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | |||||||||||||||||||||||||||||||
|
Janus Henderson Adaptive Risk Managed U.S. Equity Fund |
6/30 | $ | 43,314 | $ | 42,052 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 11,598 | $ | 11,260 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | |||||||||||||||||||||||||||||||
|
Janus Henderson Balanced Fund |
9/30 | $ | 61,353 | $ | 59,566 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 13,667 | $ | 13,268 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | |||||||||||||||||||||||||||||||
|
Janus Henderson Contrarian Fund |
9/30 | $ | 46,509 | $ | 45,154 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 13,667 | $ | 13,268 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | |||||||||||||||||||||||||||||||
|
Janus Henderson Developed World Bond Fund |
6/30 | $ | 59,740 | $ | 58,000 | $ | 18,112 | $ | 0 | $ | 0 | $ | 0 | $ | 13,862 | $ | 13,458 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | |||||||||||||||||||||||||||||||
|
Janus Henderson Enterprise Fund |
9/30 | $ | 50,512 | $ | 49,041 | $ | 0 | $ | 1,850 | $ | 0 | $ | 0 | $ | 13,667 | $ | 13,268 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | |||||||||||||||||||||||||||||||
|
Janus Henderson European Focus Fund |
9/30 | $ | 45,216 | $ | 43,899 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 13,667 | $ | 13,268 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | |||||||||||||||||||||||||||||||
|
Janus Henderson Flexible Bond Fund |
6/30 | $ | 60,518 | $ | 58,755 | $ | 0 | $ | 20,830 | $ | 0 | $ | 0 | $ | 8,665 | $ | 13,268 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | |||||||||||||||||||||||||||||||
|
Janus Henderson Forty Fund |
9/30 | $ | 45,449 | $ | 44,125 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 8,665 | $ | 8,414 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | |||||||||||||||||||||||||||||||
|
Janus Henderson Global Allocation Fund - Conservative |
6/30 | $ | 35,662 | $ | 34,623 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 8,665 | $ | 8,414 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | |||||||||||||||||||||||||||||||
|
Janus Henderson Global Allocation Fund - Growth |
6/30 | $ | 35,662 | $ | 34,623 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 8,665 | $ | 8,414 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | |||||||||||||||||||||||||||||||
|
Janus Henderson Global Allocation Fund – Moderate |
6/30 | $ | 35,662 | $ | 34,623 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 8,665 | $ | 8,414 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | |||||||||||||||||||||||||||||||
|
Janus Henderson Global Equity Income Fund |
9/30 | $ | 47,236 | $ | 45,860 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 13,667 | $ | 13,268 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | |||||||||||||||||||||||||||||||
|
Janus Henderson Global Life Sciences Fund |
9/30 | $ | 58,095 | $ | 56,403 | $ | 6,493 | $ | 56,025 | $ | 0 | $ | 0 | $ | 8,665 | $ | 8,414 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | |||||||||||||||||||||||||||||||
|
Janus Henderson Global Real Estate Fund |
9/30 | $ | 52,805 | $ | 51,267 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 14,698 | $ | 14,270 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | |||||||||||||||||||||||||||||||
|
Janus Henderson Global Research Fund |
9/30 | $ | 47,021 | $ | 45,651 | $ | 0 | $ | 1,850 | $ | 0 | $ | 0 | $ | 13,667 | $ | 13,268 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | |||||||||||||||||||||||||||||||
|
Janus Henderson Global Select Fund |
9/30 | $ | 46,880 | $ | 45,515 | $ | 0 | $ | 1,850 | $ | 0 | $ | 0 | $ | 13,667 | $ | 13,268 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | |||||||||||||||||||||||||||||||
|
Janus Henderson Global Sustainable Equity Fund |
9/30 | $ | 45,564 | $ | 44,237 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 13,667 | $ | 13,268 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | |||||||||||||||||||||||||||||||
|
Janus Henderson Global Technology and Innovation Fund |
9/30 | $ | 54,359 | $ | 52,776 | $ | 0 | $ | 18,675 | $ | 0 | $ | 0 | $ | 11,598 | $ | 11,260 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | |||||||||||||||||||||||||||||||
|
Janus Henderson Government Money Market Fund |
6/30 | $ | 39,066 | $ | 37,928 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 8,665 | $ | 8,414 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | |||||||||||||||||||||||||||||||
|
Janus Henderson Growth and Income Fund |
9/30 | $ | 51,158 | $ | 49,668 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 13,667 | $ | 13,268 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | |||||||||||||||||||||||||||||||
|
Janus Henderson High-Yield Fund |
6/30 | $ | 59,650 | $ | 57,913 | $ | 3,982 | $ | 5,950 | $ | 0 | $ | 0 | $ | 8,665 | $ | 8,414 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | |||||||||||||||||||||||||||||||
|
Janus Henderson International Dividend Fund |
6/30 | $ | 55,321 | $ | 53,710 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 13,667 | $ | 8,414 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | |||||||||||||||||||||||||||||||
|
Janus Henderson Mid Cap Value Fund |
6/30 | $ | 46,371 | $ | 45,020 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 11,598 | $ | 11,260 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | |||||||||||||||||||||||||||||||
|
Janus Henderson Money Market Fund |
6/30 | $ | 39,029 | $ | 37,892 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 8,665 | $ | 8,414 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | |||||||||||||||||||||||||||||||
|
Janus Henderson Multi-Sector Income Fund |
6/30 | $ | 72,402 | $ | 70,293 | $ | 55,330 | $ | 62,500 | $ | 0 | $ | 0 | $ | 14,698 | $ | 14,270 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | |||||||||||||||||||||||||||||||
|
Janus Henderson Overseas Fund |
9/30 | $ | 62,729 | $ | 60,902 | $ | 0 | $ | 1,850 | $ | 0 | $ | 0 | $ | 13,667 | $ | 13,268 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | |||||||||||||||||||||||||||||||
|
Janus Henderson Research Fund |
9/30 | $ | 45,574 | $ | 44,247 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 13,667 | $ | 13,268 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | |||||||||||||||||||||||||||||||
|
Janus Henderson Short Duration Flexible Bond Fund |
6/30 | $ | 57,957 | $ | 56,269 | $ | 0 | $ | 5,950 | $ | 0 | $ | 0 | $ | 8,665 | $ | 8,414 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | |||||||||||||||||||||||||||||||
|
Janus Henderson Small Cap Value Fund |
6/30 | $ | 47,318 | $ | 45,940 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 13,667 | $ | 8,414 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | |||||||||||||||||||||||||||||||
|
Janus Henderson Small-Mid Cap Value Fund |
6/30 | $ | 45,546 | $ | 44,219 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 8,665 | $ | 13,268 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | |||||||||||||||||||||||||||||||
|
Janus Henderson Triton Fund |
9/30 | $ | 51,331 | $ | 49,836 | $ | 6,493 | $ | 0 | $ | 0 | $ | 0 | $ | 13,667 | $ | 13,268 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | |||||||||||||||||||||||||||||||
|
Janus Henderson U.S. Dividend Income Fund |
9/30 | $ | 43,085 | $ | 41,830 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 11,598 | $ | 11,260 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | |||||||||||||||||||||||||||||||
|
Janus Henderson Venture Fund |
9/30 | $ | 50,941 | $ | 49,457 | $ | 6,493 | $ | 0 | $ | 0 | $ | 0 | $ | 13,667 | $ | 13,268 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | |||||||||||||||||||||||||||||||
| Total Non-Audit Fees Billed to Fund |
Total Non-Audit Fees Billed to Advisers and Fund Service Providers (Engagements Related Directly to the Operations and Financial Reporting of Fund) |
Total Non-Audit Fees Billed to Advisers and Fund Service Providers (All Other Engagements) |
Total | |||||||||||||||||||||||||||||||||
| Fiscal Year Ended: | Fiscal Year Ended: | Fiscal Year Ended: | Fiscal Year Ended: | |||||||||||||||||||||||||||||||||
| Fiscal Year End |
2025 | 2024 | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||||||||
|
Janus Henderson Absolute Return Income Opportunities Fund |
6/30 | $ | 16,578 | $ | 16,096 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 16,578 | $ | 16,096 | |||||||||||||||||||
|
Janus Henderson Adaptive Risk Managed U.S. Equity Fund |
6/30 | $ | 11,598 | $ | 11,260 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 11,598 | $ | 11,260 | |||||||||||||||||||
|
Janus Henderson Balanced Fund |
9/30 | $ | 13,667 | $ | 13,268 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 13,667 | $ | 13,268 | |||||||||||||||||||
|
Janus Henderson Contrarian Fund |
9/30 | $ | 13,667 | $ | 13,268 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 13,667 | $ | 13,268 | |||||||||||||||||||
|
Janus Henderson Developed World Bond Fund |
6/30 | $ | 13,862 | $ | 13,458 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 13,862 | $ | 13,458 | |||||||||||||||||||
|
Janus Henderson Enterprise Fund |
9/30 | $ | 13,667 | $ | 13,268 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 13,667 | $ | 13,268 | |||||||||||||||||||
|
Janus Henderson European Focus Fund |
9/30 | $ | 13,667 | $ | 13,268 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 13,667 | $ | 13,268 | |||||||||||||||||||
|
Janus Henderson Flexible Bond Fund |
6/30 | $ | 8,665 | $ | 13,268 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 8,665 | $ | 13,268 | |||||||||||||||||||
|
Janus Henderson Forty Fund |
9/30 | $ | 8,665 | $ | 8,414 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 8,665 | $ | 8,414 | |||||||||||||||||||
|
Janus Henderson Global Allocation Fund – Conservative |
6/30 | $ | 8,665 | $ | 8,414 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 8,665 | $ | 8,414 | |||||||||||||||||||
|
Janus Henderson Global Allocation Fund – Growth |
6/30 | $ | 8,665 | $ | 8,414 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 8,665 | $ | 8,414 | |||||||||||||||||||
|
Janus Henderson Global Allocation Fund – Moderate |
6/30 | $ | 8,665 | $ | 8,414 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 8,665 | $ | 8,414 | |||||||||||||||||||
|
Janus Henderson Global Equity Income Fund |
9/30 | $ | 13,667 | $ | 13,268 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 13,667 | $ | 13,268 | |||||||||||||||||||
|
Janus Henderson Global Life Sciences Fund |
9/30 | $ | 8,665 | $ | 8,414 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 8,665 | $ | 8,414 | |||||||||||||||||||
|
Janus Henderson Global Real Estate Fund |
9/30 | $ | 14,698 | $ | 14,270 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 14,698 | $ | 14,270 | |||||||||||||||||||
|
Janus Henderson Global Research Fund |
9/30 | $ | 13,667 | $ | 13,268 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 13,667 | $ | 13,268 | |||||||||||||||||||
|
Janus Henderson Global Select Fund |
9/30 | $ | 13,667 | $ | 13,268 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 13,667 | $ | 13,268 | |||||||||||||||||||
|
Janus Henderson Global Sustainable Equity Fund |
9/30 | $ | 13,667 | $ | 13,268 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 13,667 | $ | 13,268 | |||||||||||||||||||
|
Janus Henderson Global Technology and Innovation Fund |
9/30 | $ | 11,598 | $ | 11,260 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 11,598 | $ | 11,260 | |||||||||||||||||||
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| Total Non-Audit Fees Billed to Fund |
Total Non-Audit Fees Billed to Advisers and Fund Service Providers (Engagements Related Directly to the Operations and Financial Reporting of Fund) |
Total Non-Audit Fees Billed to Advisers and Fund Service Providers (All Other Engagements) |
Total | |||||||||||||||||||||||||||||||||
| Fiscal Year Ended: | Fiscal Year Ended: | Fiscal Year Ended: | Fiscal Year Ended: | |||||||||||||||||||||||||||||||||
| Fiscal Year End |
2025 | 2024 | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||||||||
|
Janus Henderson Government Money Market Fund |
6/30 | $ | 8,665 | $ | 8,414 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 8,665 | $ | 8,414 | |||||||||||||||||||
|
Janus Henderson Growth and Income Fund |
9/30 | $ | 13,667 | $ | 13,268 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 13,667 | $ | 13,268 | |||||||||||||||||||
|
Janus Henderson High-Yield Fund |
6/30 | $ | 8,665 | $ | 8,414 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 8,665 | $ | 8,414 | |||||||||||||||||||
|
Janus Henderson International Dividend Fund |
6/30 | $ | 13,667 | $ | 8,414 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 13,667 | $ | 8,414 | |||||||||||||||||||
|
Janus Henderson Mid Cap Value Fund |
6/30 | $ | 11,598 | $ | 11,260 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 11,598 | $ | 11,260 | |||||||||||||||||||
|
Janus Henderson Money Market Fund |
6/30 | $ | 8,665 | $ | 8,414 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 8,665 | $ | 8,414 | |||||||||||||||||||
|
Janus Henderson Multi-Sector Income Fund |
6/30 | $ | 14,698 | $ | 14,270 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 14,698 | $ | 14,270 | |||||||||||||||||||
|
Janus Henderson Overseas Fund |
9/30 | $ | 13,667 | $ | 13,268 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 13,667 | $ | 13,268 | |||||||||||||||||||
|
Janus Henderson Research Fund |
9/30 | $ | 13,667 | $ | 13,268 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 13,667 | $ | 13,268 | |||||||||||||||||||
|
Janus Henderson Short Duration Flexible Bond Fund |
6/30 | $ | 8,665 | $ | 8,414 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 8,665 | $ | 8,414 | |||||||||||||||||||
|
Janus Henderson Small Cap Value Fund |
6/30 | $ | 13,667 | $ | 8,414 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 13,667 | $ | 8,414 | |||||||||||||||||||
|
Janus Henderson Small-Mid Cap Value Fund |
6/30 | $ | 8,665 | $ | 13,268 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 8,665 | $ | 13,268 | |||||||||||||||||||
|
Janus Henderson Triton Fund |
9/30 | $ | 13,667 | $ | 13,268 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 13,667 | $ | 13,268 | |||||||||||||||||||
|
Janus Henderson U.S. Dividend Income Fund |
9/30 | $ | 11,598 | $ | 11,260 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 11,598 | $ | 11,260 | |||||||||||||||||||
|
Janus Henderson Venture Fund |
9/30 | $ | 13,667 | $ | 13,268 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 13,667 | $ | 13,268 | |||||||||||||||||||
J-2
Audit Committee Charter
JANUS ASPEN SERIES
JANUS INVESTMENT FUND
AUDIT COMMITTEE CHARTER
(Amended and Restated Effective April 15, 2021)
| I. | PURPOSE |
The Audit Committee (the “Committee”) is a committee of the Board of Trustees (“Trustees”) of each of Janus Aspen Series and Janus Investment Fund (individually, a “Trust,” and together, the “Trusts” and each series thereof, a “Fund”). Its primary function is to review the financial reporting process, the system of internal controls over financial reporting, and the audit process of the Trusts. In performing its duties, the Committee will seek to maintain effective working relationships with the Trustees, management, and the independent registered public accounting firm. The Committee serves to provide an open avenue of communication among the independent registered public accounting firm, the internal audit function as it relates financial reporting, management and the Trustees.
Management has the primary responsibility to establish and maintain systems for fund accounting, fund reporting, and internal controls, which functions may be delegated to an agent, provided management provides adequate oversight. The independent registered public accounting firm has the primary responsibility to plan and implement the audit, with proper consideration given to the Trusts’ accounting, reporting and internal controls over financial reporting practices.
The Committee may have additional functions and responsibilities as deemed appropriate by the Trustees and the Committee.
Although the Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Committee to plan or conduct audits nor to determine that the Trusts’ financial statements are complete or accurate or have been prepared in accordance with generally accepted accounting principles. Nor is it the duty of the Committee to assure compliance with laws and regulations.
| II. | COMPOSITION |
The Committee shall be comprised of three or more Independent Trustees, each of whom shall be designated by a majority vote of the Trustees and shall be free from any relationship that, in the opinion of the Trustees, would interfere with the exercise of his or her independent judgment as a member of the Committee. For purposes of this Charter, Independent Trustees are those Trustees of a Trust who (1) are not “interested persons” of any Trust, as defined by the Investment Company Act of 1940, as amended (the “1940 Act”), (2) do not accept any consulting, advisory or other compensatory fee from the Trust (except for services as a Trustee or member of a committee of the Trustees) and (3) who meet the standards for independence set forth in the Trusts’ Governance Procedures and Guidelines.
Each member of the Committee shall be financially literate, as such qualification is interpreted by the Trustees in their business judgment (or shall become financially literate within a reasonable time after his or her appointment to the Committee). The Committee will review the qualifications of its members and determine whether any one or more of its members qualify as “audit committee financial experts” as defined in Form N-CSR. The Committee will submit such determination to the Trustees for their final determination. Committee members may pursue continuing education related to their responsibilities including enhancing their familiarity with finance and accounting by participating in educational programs from time to time at the expense of the Trust.
To effectively perform his or her role, each Committee member will seek to obtain an understanding of the detailed responsibilities of Committee membership. Each Committee member will also seek to achieve an
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understanding of the Trusts’ separation of duties and responsibilities among the investment adviser, sub-adviser(s), if any, fund accounting function and principal accounting officer, and the risks associated with such responsibilities. The duties and responsibilities of a Committee member shall be in addition to his or her duties as a Trustee and include responsibility to prepare for, attend to the extent possible, and actively participate in Committee meetings.
The members and Chair of the Committee shall be elected by the Trustees and serve until their successors shall be duly elected and qualified. The members of the Committee shall be elected annually. Unless a Chair is elected by the Trustees, the Committee members may designate a Chair by majority vote.
| III. | MEETINGS |
The Committee shall meet four times annually, or more frequently as circumstances dictate. Special meetings (including telephone and videoconference meetings) may be called by the Chair or a majority of the members of the Committee upon reasonable notice to the other members of the Committee. The presence in person, by telephone, by video conference or by other electronic means of a majority of the number of Committee members shall constitute a quorum at any meeting provided each such member participating can hear and be heard by the other participating members. The Committee may ask management and representatives of the Trusts’ servicing agents to attend meetings and provide pertinent information as appropriate.
With a view to fostering open communication, the Committee shall meet regularly with senior management responsible for accounting and financial reporting, the Trusts’ independent registered public accounting firm, and personnel responsible for internal audit functions related to financial reporting, and if necessary shall meet in separate executive sessions with the foregoing personnel to discuss any matters that the Committee, or any of such other persons, believes should be discussed privately. The Committee may also request to meet with internal legal counsel of Janus Henderson Investors US LLC (the “Adviser”), with compliance personnel, and with representatives of entities that provide significant accounting or administrative services to a Trust to discuss matters relating to a Trust’s accounting and compliance as well as other Trust-related matters.
For informational purposes, attached as Appendix A is an example of a typical year Committee calendar covering routine matters and an indication of those parties that are expected to be responsible for addressing certain matters on a quarterly or annual basis.
| IV. | RESPONSIBILITIES AND DUTIES |
In discharging their duties, the Committee members are entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by: (1) one or more officers of the Trust whom the Committee members reasonably believe to be reliable and competent in the matters presented; (2) legal counsel, independent registered public accountants, or other persons as to matters the Committee members reasonably believe are within the person’s professional or expert competence; or (3) a Board committee of which the Committee member is not a member.
To fulfill its responsibilities and duties, the Committee shall:
| A. | Independent Registered Public Accounting Firm |
| 1. | Recommend to the Independent Trustees, the selection, retention or termination of the independent registered public accounting firm of each Trust, considering independence, performance and effectiveness, and approve the fees and other compensation to be paid to the independent registered public accounting firm. Such selection or retention shall be pursuant to a written engagement letter from the independent registered public accounting firm approved by the Committee, which shall provide, among other things, that: |
| (a) | the Committee shall be responsible for the recommendation of the selection, compensation, and retention of the independent registered public accounting firm and directly responsible for oversight (such oversight shall include resolving disagreements between management and the |
K-2
| independent registered public accounting firm regarding financial reporting) of the independent registered public accounting firm; and |
| (b) | the independent registered public accounting firm shall report directly to the Committee. |
| 2. | Pre-approve: |
| (a) | Any engagement of the independent registered public accounting firm, including the fees and other compensation to be paid to the independent registered public accounting firm, to provide any services for the Trusts1; and |
| (b) | Any engagement of the Trust’s independent registered public accounting firm, including the fees and other compensation to be paid to the independent registered public accounting firm, to provide any non-audit services to the Adviser, or to any entity controlling, controlled by or under common control with the Adviser (“control affiliate”) that provides ongoing services to such Trust if the engagement relates directly to the operations and financial reporting of the Trust.2 |
The Chair of the Committee (or, in his or her absence, any Committee member) may grant the pre-approval referenced in this section for non-prohibited, non-audit services. All such delegated pre-approvals shall be reported to the Committee no later than the next Committee meeting.
| 3. | On an annual basis, receive in writing and review the independent registered public accounting firm’s specific representations as to its independence. Such review should include, among other things, disclosures regarding the independent registered public accounting firm’s independence required to be included in the firm’s PCAOB 3524, 3525, and 3526 letters and compliance with the applicable independence provisions of Rule 2-01 of Regulation S-X. Based on this review, the Committee will recommend that the Trustees take appropriate action, if any, in response to the independent registered public accounting firm’s report to satisfy itself of the independent registered public accounting firm’s independence. |
| 4. | If available, the Committee may review the independent registered public accounting firm’s registration application to the PCAOB and its Annual Report submitted to the PCAOB. |
| 5. | Review the highlights of the PCAOB’s inspection reports of the independent registered public accounting firm provided by such firm, and the highlights of the response of the such firm to such report, if available. |
| 1 | Pre-approval of non-audit services to a Trust is not required if: |
| (a) | the services were not recognized by management at the time of the engagement as non-audit services; and |
| (b) | the aggregate fees paid for all such non-audit services provided to the Trust are no more than 5% of the total fees paid by the Trust to the independent registered public accounting firm during the fiscal year in which the non-audit services are provided; and |
| (c) | such services are promptly brought to the attention of the Committee by management and the Committee approves them (which may be by delegation) prior to the completion of the audit. |
| 2 | Pre-approval of non-audit services for the Adviser (or any “control affiliate” of the Adviser providing ongoing services to a Trust) is not required if: |
| (a) | such non-audit services were not recognized by management at the time of the engagement as non-audit services; |
| (b) | the aggregate fees for all such non-audit services provided are no more than 5% of the total fees paid by the Trust, the Adviser and any “control affiliate” of the Adviser providing ongoing services to the Trust to its independent registered public accounting firm during the fiscal year of the Trust in which the non- audit services are provided; and |
| (c) | such services are promptly brought to the attention of the Committee by management and the Committee approves them (which may be by delegation) prior to the completion of the audit. |
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| 6. | Review, at least annually, a written report from the independent registered public accounting firm describing: |
| (a) | any material issues raised by the most recent internal quality- control review, or peer review, of the independent registered public accounting firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by the independent registered public accounting firm, and any steps taken to deal with any such issues; and |
| (b) | the independent registered public accounting firm’s internal quality-control procedures. |
| B. | Internal Controls over Financial Reporting |
| 1. | Review, annually, with management and the independent registered public accounting firm: |
| (a) | the organizational structure, reporting relationship and adequacy of resources and qualifications of the senior management personnel responsible for accounting and financial reporting; and |
| (b) | the separate evaluations prepared by each of management and the independent registered public accounting firm regarding the adequacy and effectiveness of the Trusts’ internal controls over financial reporting as defined in Rule 30a-3(d) of the 1940 Act, including those of the Trusts’ service providers providing fund accounting services. |
| 2. | Review, with management, the independent registered public accounting firm (solely in regards to internal controls over financial reporting) and internal audit personnel: |
| (a) | the internal audit scope and plan related to the Trusts’ systems for accounting, financial reporting and related internal controls; and |
| (b) | any significant internal audit findings or recommendations related to the Trusts’ systems for accounting, financial reporting and related internal controls and management’s response. |
| 3. | Receive reports from the Trusts’ Chief Compliance Officer with respect to complaints received by the Trusts regarding accounting, internal accounting controls or auditing matters, and the confidential, anonymous submission by officers or employees of the Trusts, the Adviser or any other service provider to the Trusts, of concerns regarding questionable accounting or auditing matters, or other matters related to the Trusts, and address the retention and treatment of any such complaints reported. |
| 4. | Address, as the Committee deems appropriate, reports from attorneys or auditors of possible material breaches of federal or state securities laws or fiduciary duty. |
| C. | Financial Reporting Processes |
| 1. | Annually, meet with the independent registered public accounting firm and management to review the arrangements for and scope of the proposed audit for the current year and the audit procedures to be utilized. The auditor should communicate the auditor’s responsibilities under generally accepted auditing standards, which can be done through the engagement letter. |
| 2. | Review with management and the independent registered public accounting firm the matters that the independent registered public accounting firm believes should be communicated to the Committee in accordance with auditing professional standards, including, but not limited to, the following matters: |
| (a) | the auditor’s audit of each Trust’s financial statements including footnotes and its report thereon and any significant audit findings; |
| (b) | the independent registered public accounting firm’s judgments about the appropriateness, not just the acceptability, of accounting principles and financial disclosure practices used or proposed to be adopted by the Trusts and, particularly, about the degree of neutrality and objectivity of its accounting principles; |
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| (c) | the process used by management in formulating estimates and the independent registered public accounting firm’s conclusions regarding the reasonableness of those estimates; |
| (d) | all significant adjustments arising from the audit, whether or not recorded by a Trust; |
| (e) | when the independent registered public accounting firm is aware that management has consulted with other accountants about significant accounting and auditing matters, the independent registered public accounting firm’s views about the subject of the consultation; |
| (f) | any disagreements with management regarding accounting or reporting matters; |
| (g) | any serious difficulties encountered in dealing with management that relate to the performance of the audit, and management’s response thereto; |
| (h) | any significant deficiencies or material weaknesses in the design or operation of internal controls over financial reporting; |
| (i) | the independent registered public accounting firm’s responsibility for other information in documents containing audited financial statements, and procedures performed, and the results; |
| (j) | the initial selection of and changes in significant accounting policies or their application, including methods used to account for significant unusual transactions and the effect of significant accounting policies in controversial or emerging areas for which there is a lack of authoritative guidance or consensus; |
| (k) | perspective on fraud risk, including any knowledge of fraud and programs in place to prevent fraud; and |
| (l) | the independent registered accounting firm’s evaluation of the Trusts’ identification of, accounting for, and disclosure of its relationships and transactions with related parties. |
| 3. | Review the management representation letter. |
| 4. | For each Trust, receive from the independent registered public accounting firm annually a report on: |
| (a) | all critical accounting policies and practices to be used, as selected by management; |
| (b) | all alternative treatments of financial information within generally accepted accounting principles for policies and practices related to material items that have been discussed with management, the ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the independent registered public accounting firm; |
| (c) | other material written communications between the independent registered public accounting firm and management, including, but not limited to, any management letter or schedule of unadjusted differences and the engagement letter; and |
| (d) | all non-audit services provided to any entity in the “investment company complex” as defined in paragraph (f)(14) of Rule 2-01 of Regulation S-X that were not pre- approved by the Committee. |
If such report is not received within 90 days prior to the filing of a Trust’s annual financial statements with the Securities and Exchange Commission, the Committee will receive an update, in the 90 day period prior to filing, detailing any changes to the previously reported information.
| 5. | Review, annually, with management and the independent registered public accounting firm, the Trusts’ “disclosure controls and procedures” established by management as defined in Rule 30a-3(c) under the 1940 Act, and confirm that such disclosure controls and procedures are established and maintained to assure compliance by the Trusts with all applicable laws, regulations and policies of the Trusts. |
| 6. | Review periodically with management, and, to the extent applicable with the independent registered public accounting firm, a report by management covering any Form N-CSR filed, any Form N-PORT filed and any Form N-CEN filed, and any required certification of such filing by management, along |
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| with the results of management’s most recent evaluation of the Trusts’ “disclosure controls and procedures” and “internal control over financial reporting.” |
| 7. | With regard to the audited annual financial statements, discuss with management and the independent registered public accounting firm any uncorrected misstatements. |
| 8. | Inquire, as the Committee deems appropriate, of management, the independent registered public accounting firm and the Trusts’ accounting services agent as to significant tax accounting policies elected by the Trusts (including matters affecting qualification under Subchapter M of the Internal Revenue Code) and their effect on amounts distributed and reported to shareholders for federal tax purposes, and review any material accounting, tax, valuation, or recordkeeping issues that may affect the Trusts, its financial statements or the amount of its dividends or distributions (including matters affecting qualification under Subchapter M of the Internal Revenue Code). |
| 9. | Review, as the Committee deems appropriate, with counsel any legal and regulatory matters that may have a material impact on the Trusts’ financial statements, related compliance policies and programs, as well as reports received from regulators. |
| 10. | Inquire, as the Committee deems appropriate, as to management’s and the independent registered public accounting firm’s views about how the Trusts’ choices of accounting (including valuation policies) and tax principles and disclosure practices may affect shareholder and public views and attitudes about each Trust. |
| 11. | As appropriate, review potential conflict of interest situations in connection with the Trusts’ consideration of related party transactions. |
| 12. | Review reports provided by the Trusts’ Chief Financial Officer, Treasurer and Principal Accounting Officer and the independent registered public accounting firm regarding the annual financial statements of Janus Henderson Cash Liquidity Fund LLC and Janus Henderson Cash Collateral Fund LLC. |
| 13. | Review quarterly reports provided by the Trusts’ Chief Financial Officer, Treasurer and Principal Accounting Officer regarding the Trusts’ financial operations and the financial condition of the Funds, as requested by the Committee, including periodic information regarding a Fund’s expenses and audited financial statements, as requested. |
| 14. | Oversee service providers providing fund accounting and portfolio accounting services to the Trusts, and receive reports from the Trusts’ Chief Financial Officer regarding periodic System and Organization Controls (SOC) reports provided to the Trust with respect to fund accounting and portfolio accounting Trust service providers and other Trust service providers. |
| D. | Process Improvements |
Review with the independent registered public accounting firm and management significant changes or improvements in accounting and audit processes that have been implemented.
| E. | Other Responsibilities and Duties |
| 1. | Authorize and oversee investigations into any other matters brought to its attention within the Committee’s scope of responsibilities. The Committee shall be empowered to use Trust assets to retain special legal, accounting, or other experts, consultants or other professionals to assist in the conduct of any investigation or to advise the Committee. The Adviser will report any use of Trust assets for such purpose quarterly to the Trustees. |
| 2. | Review this Charter at least annually and recommend changes, if any, to the Trustees. |
| 3. | Perform any other activities consistent with this Charter, each Trust’s Declaration of Trust or Trust Instrument, by-laws, and governing law as the Committee or Trustees deem necessary or appropriate. |
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| 4. | Report its significant activities to the Trustees and make such recommendations with respect to the foregoing matters as the Committee may consider necessary or appropriate. |
| 5. | Maintain minutes of its meetings. |
| 6. | Meet, at least annually, in executive session, to evaluate the Committee’s performance. |
| V. | FUNDING |
The Committee shall receive appropriate funding using Trust assets, or assets of an individual Fund or Funds, as determined by the Committee, for payment of (i) compensation to the independent registered public accounting firm for approved audit or non-audit services for a Trust; (ii) compensation to any legal, accounting or other experts or consultants retained by the Committee pursuant to Section IV.E.1 above and (iii) ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties.
| Revised: | June 17, 2021 |
| June 16, 2022 |
| June 15, 2023 |
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Nominating and Governance Committee Charter
JANUS ASPEN SERIES
JANUS INVESTMENT FUND
NOMINATING AND GOVERNANCE COMMITTEE CHARTER
(Amended and Restated Effective January 1, 2021)
| I. | PURPOSE |
The Nominating and Governance Committee (the “Committee”) is a committee of the Board of Trustees (“Board” or “Trustees”) of each of Janus Aspen Series and Janus Investment Fund (each a “Trust” and, together, the “Trusts” and each series thereof, a “Fund”). Its primary functions are to:
| | identify and recommend individuals for Trustee membership; |
| | consult with management and the Chair of the Boards of Trustees in planning Trustee meetings; and |
| | oversee the administration of, and ensure compliance with, the Governance Procedures and Guidelines (the “Procedures and Guidelines”) adopted by the Trusts as in effect from time to time. |
| II. | COMPOSITION |
The Committee shall be comprised of three or more Independent Trustees, who shall be designated by a majority vote of the Trustees. Independent Trustees are those Trustees of the Trusts who are not “interested persons” of the Trusts, as defined by the Investment Company Act of 1940, as amended (the “1940 Act”), and who meet the standards for independence set forth in the Procedures and Guidelines.
The members and Chair of the Committee shall be elected by the Trustees and serve until their respective successors shall be duly elected and qualified. The members of the Committee shall be elected annually.
| III. | MEETINGS |
The Committee shall meet four times annually, or more frequently as circumstances dictate. Special meetings (including telephone and videoconference meetings) may be called by the Chair or a majority of the members of the Committee upon reasonable notice to the other members of the Committee. The presence in person, by telephone, by videoconference or by other electronic means of a majority of members of the Committee shall constitute a quorum at any meeting, provided each such member participating can hear and be heard by the other participating members. If a quorum is not present, the member(s) of the Committee who is/are present may select any other Independent Trustee(s) to serve on the Committee for such meeting to constitute a quorum. The Committee may ask management and representatives of the Trusts’ servicing agents to attend meetings and provide pertinent information, as appropriate.
| IV. | RESPONSIBILITIES AND DUTIES |
In performing its duties, the Committee will seek to maintain effective working relationships with the Trustees and management. To effectively perform his or her role, each Committee member will seek to obtain an understanding of the detailed responsibilities of Committee membership. Each Committee member will also seek to achieve an understanding of the Trusts’ separation of duties and responsibilities among the investment adviser, sub-adviser(s), if any, custodian, transfer agent, fund accounting function and principal accounting officer, and the risks associated with such responsibilities. The duties and responsibilities of a Committee member shall be in addition to his or her duties as a Trustee and include responsibility to prepare for, attend to the extent possible, and actively participate in Committee meetings. Members may pursue continuing education related to their responsibilities.
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| A. | Trustee Nominations, Elections, and Training |
The Committee shall:
| 1. | Identify and nominate candidates for appointment as Trustees of the Trusts. The principal criterion for selection of candidates is their ability to contribute to the overall functioning of the Boards and to carry out the responsibilities of the Trustees. The Trustees, collectively, should represent a broad cross section of backgrounds, functional disciplines, and experience. In addition, in considering a potential candidate’s qualifications to serve as a Trustee of a Trust, the Committee may take into account a wide variety of criteria, including, but not limited to: |
| (a) | The candidate’s knowledge in matters related to the investment company industry, any professional licenses, designations, or certifications currently or previously held; |
| (b) | The candidate’s relevant experience, including as a director or senior officer of public or private companies, or service as a director/trustee of a registered investment company; |
| (c) | The candidate’s educational background; |
| (d) | The candidate’s reputation for high ethical standards and personal and professional integrity; |
| (e) | Any specific financial, technical, or other expertise possessed by the candidate, and the extent to which such expertise would complement the Trustees’ existing mix of skills and qualifications; |
| (f) | The candidate’s willingness to serve, and willingness and ability to commit the time necessary for the performance of the duties of a Trustee, including high attendance at regular and special meetings and participation in committee activities as needed; |
| (g) | The candidate must appropriately understand the Independent Trustees’ role as a “watch dog” for Fund shareholders; |
| (h) | If the nomination is for an “independent” trustee, the candidate must not be considered an “interested” person of the Funds, Janus Henderson Investors US LLC (the “Adviser”), or any sub-adviser to a Fund or Janus Distributors LLC dba Janus Henderson Distributors, as defined under the 1940 Act, and must meet the standards for independence set forth in the Procedures and Guidelines; |
| (i) | The candidate must otherwise be qualified under applicable laws and regulations to serve as a trustee of the applicable Trust; and |
| (j) | Such other criteria as the Committee determines to be relevant in light of the existing composition of the Board, number of Board members and any anticipated vacancies or other factors. |
Although the Adviser, current Trustees, current shareholders of a Fund or other source deemed appropriate by the Committee may submit to the Committee suggested candidates for Trustees, neither the Committee nor the Independent Trustees as a group shall consider those candidates on a preferential basis as opposed to other possible candidates. Shareholders may submit the name of a candidate for consideration by the Committee by submitting their recommendations to a Trust’s Secretary in accordance with the Procedures for Consideration of Trustee Candidates Submitted by Shareholders (“Shareholder Nomination Procedures”) attached as Appendix 1. The Trust’s Secretary will forward all such recommendations to the Chair of the Committee (or his or her designee) promptly upon receipt, and, for shareholder recommendations, in accordance with the Shareholder Nomination Procedures.
The Committee may use any process it deems appropriate for the purpose of evaluating candidates, which process may include, without limitation, personal interviews, background checks, written submissions by the candidates, and third-party references. The Committee shall be empowered to use Trust assets to retain consultants and other professionals to assist in the process of evaluating candidates. There is no difference in the manner by which the Committee will evaluate nominees when the nominee is submitted by a shareholder.
The Committee reserves the right to make the final selection regarding the nomination of any Trustee of a Trust and to recommend such nomination to the Independent Trustees of the applicable Trust.
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| 2. | Review periodically the composition and size of the Board of Trustees to determine whether it may be appropriate to add individuals with backgrounds or skill sets different from those of the current Trustees. |
| 3. | Oversee arrangements for continuing education for the Independent Trustees and orientation of new Independent Trustees. |
| B. | Committee Nominations and Functions |
The Committee shall:
| 1. | Identify and recommend individuals for membership on all committees, recommend individuals to chair committees, and review committee assignments at least annually. |
| 2. | Review as necessary the responsibilities of each committee, whether there is a continuing need for each committee, whether there is a need for additional committees, and whether committees should be combined or reorganized. |
| C. | Governance Oversight |
The Committee shall:
| 1. | Oversee the governance processes and activities of the Trustees to assure conformity to the Procedures and Guidelines. |
| 2. | Recommend an Independent Trustee of the Trust for appointment by the Trustees as Chair of the Trustees, as described in each Trust’s Declaration of Trust or Trust Instrument, or by-laws. The Chair of the Trustees may perform the following functions: |
| (a) | Act as the primary contact between the Adviser and the Trustees, undertaking to meet or confer periodically with members of the Adviser’s executive team regarding matters related to the operations of the Trusts and the performance of the Funds; |
| (b) | Coordinate the Trustees’ use of outside resources, including consultants or other professionals; |
| (c) | Coordinate an annual schedule of portfolio reports to the Trustees; |
| (d) | Conduct the Trustee meetings; |
| (e) | Confer with Adviser personnel and counsel for the Independent Trustees in planning agendas for regular board and committee meetings; and |
| (f) | Perform such other duties as the Independent Trustees may determine from time to time. |
| 3. | Lead the Trustees’ annual self-evaluation process and evaluation of the performance of the Independent Trustees in accordance with the Procedures and Guidelines. |
| 4. | Review annually the Procedures and Guidelines, and recommend changes, if any, to the Trustees. |
| D. | Trustee Meeting Planning |
The Committee shall consult with management in planning Trustee meetings and may from time to time recommend agenda items, or request presentations from particular service providers, consultants, or portfolio managers, either to the Committee or the Trustees.
| E. | Other Responsibilities and Duties |
The Committee shall:
| 1. | Review annually the compensation of the Independent Trustees and determine whether to recommend to the Trustees any change in the schedule of compensation. The Committee may also recommend that the Trustees authorize the payment of supplemental compensation to any one or more Independent Trustees in view of special responsibilities assumed, services rendered, or any other appropriate factors. |
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| 2. | Authorize and oversee investigations into any matters within the Committee’s scope of responsibilities. The Committee shall be empowered to use Trust assets to retain independent counsel, consultants, and other professionals to assist in the conduct of any investigation or to advise the Committee. The Adviser will report any use of Trust assets for such purpose quarterly to the Trustees. |
| 3. | Oversee administration of the Trusts’ insurance program, including the coverage afforded by any directors and officers liability insurance and the Trusts’ compliance with Rules 17d-1 and 17g-1 under the 1940 Act. |
| 4. | Arrange as necessary periodic visits to the offices of the Funds’ service providers, including any Fund subadvisers. |
| 5. | Evaluate the status of counsel to the Independent Trustees as “Independent Legal Counsel” and, if appropriate, confirm that determination to the full Board. The Committee, as it deems necessary and appropriate, shall also monitor the performance of Fund counsel and counsel to the Independent Trustees and determine whether to recommend to the Trustees any change in counsel. |
| 6. | Review this Charter at least annually and recommend changes, if any, to the Trustees. |
| 7. | Perform any other activities consistent with this Charter, each Trust’s Declaration of Trust or Trust Instrument, by-laws, and governing law as the Committee or Trustees deem necessary or appropriate. |
| 8. | Report its significant activities to the Trustees and make such recommendations with respect to the foregoing matters as the Committee may consider necessary or appropriate. |
| 9. | Maintain minutes of its meetings. |
| Revised: |
June 16, 2022 | |
| June 15, 2023 | ||
| June 13, 2024 |
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Appendix 1
JANUS INVESTMENT FUND
JANUS ASPEN SERIES
(each a “Trust” and together, the “Trusts,” and
each series of a Trust, a “Fund”)
PROCEDURES FOR CONSIDERATION OF TRUSTEE CANDIDATES SUBMITTED BY SHAREHOLDERS
(Adopted March 16, 2004; Last Revised June 20, 2019)
The Trusts’ Nominating and Governance Committee (“Committee”) is responsible for identifying and nominating candidates for appointment as Trustees of the Trusts. Shareholders of a Fund may submit names of potential candidates for nomination as Trustee of a Trust in accordance with these Procedures.
A candidate for nomination as Trustee of a Trust submitted by a shareholder will not be deemed to be properly submitted to the Committee for the Committee’s consideration unless the following qualifications have been met and procedures followed:
1. A shareholder of a Fund who wishes to nominate a candidate for election to a Trust’s Board of Trustees (“Nominating Shareholder”) must submit any such recommendation in writing via regular mail to the attention of the Secretary of the Trust, at the address of the principal executive offices of the Trust (“Shareholder Recommendation”).
2. The Shareholder Recommendation must include: (i) the class or series and number of all shares of the Fund owned beneficially or of record by the Nominating Shareholder at the time the recommendation is submitted and the dates on which such shares were acquired, specifying the number of shares owned beneficially; (ii) a full listing of the proposed candidate’s education, experience (including knowledge of the investment company industry, any professional licenses, designations or certifications currently or previously held, any non-profit activities relevant to board services, experience as a director or senior officer of public or private companies, and directorships on other boards or other boards of other registered investment companies), current employment, date of birth, business and residence address, and the names and addresses of at least three professional references; (iii) information as to whether the candidate is or may be an “interested person” (as such term is defined in the Investment Company Act of 1940, as amended) of the Fund, Janus Henderson Investors US LLC, any sub-adviser to a Fund, or Janus Henderson Distributors US LLC and, if believed not to be an “interested person,” information regarding the candidate that will be sufficient for the Committee to make such determination; (iv) the written and signed consent of the candidate to be named as a nominee and to serve as a Trustee of the Trust, if elected; (v) a description of all arrangements or understandings between the Nominating Shareholder, the candidate and/or any other person or persons (including their names) pursuant to which the Shareholder Recommendation is being made, and if none, so specify; (vi) the class or series and number of all shares of the Fund owned of record or beneficially by the candidate, at the time the recommendation is submitted as reported by the candidate; and (vii) such other information that would be helpful to the Committee in evaluating the candidate.
3. The Committee may require the Nominating Shareholder to furnish such other information as it may reasonably require or deem necessary to verify any information furnished pursuant to paragraph 2 above or to determine the qualifications and eligibility of the candidate proposed by the Nominating Shareholder to serve as a Trustee of a Trust. If the Nominating Shareholder fails to provide such other information in writing within fourteen days of receipt of written request from the Committee, the recommendation of such candidate as a nominee will be deemed not properly submitted for consideration, and the Committee is not required to consider such candidate.
Unless otherwise specified by the Committee chair (or his or her designee) or by outside counsel to the independent Trustees, the Secretary of the Trust (or his or her designee) will promptly forward all Shareholder Recommendations to the Committee chair (or his or her designee) and the outside counsel to the independent
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Trustees of the Trust, indicating whether the Shareholder Recommendation has been properly submitted pursuant to these Procedures.
Shareholder Recommendations will be evaluated, among other things, in light of whether the number of Trustees is expected to change and whether the Trustees expect any vacancies. When the Committee is not actively recruiting new Trustees, Shareholder Recommendations will be kept on file until active recruitment is under way.
Revised:
July 6, 2009
June 24, 2010
June 23, 2011
June 20, 2017
June 20, 2019
June 16, 2022
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Principal Holders
Except as set forth below, as of January 30, 2026, the officers and Trustees as a group owned less than 1% of the outstanding shares of any other class of each of the Funds.
| Fund |
Share Class |
Percentage owned by officers and Trustees as a group | |||||
| Janus Henderson Absolute Return Income Opportunities Fund |
Class A Shares |
1.14 | % | ||||
| Janus Henderson Contrarian Fund |
Class N Shares |
4.97 | % | ||||
| Janus Henderson Global Allocation Fund – Growth |
Class I Shares |
1.21 | % | ||||
| Janus Henderson Global Life Sciences Fund |
Class N Shares |
1.38 | % | ||||
| Janus Henderson Global Research Fund |
Class N Shares |
1.55 | % | ||||
| Janus Henderson Global Select Fund |
Class N Shares |
7.63 | % | ||||
| Janus Henderson Global Sustainable Equity Fund |
Class N Shares |
37.54 | % | ||||
| Janus Henderson Growth and Income Fund |
Class A Shares |
3.50 | % | ||||
| Janus Henderson Growth and Income Fund |
Class N Shares |
6.64 | % | ||||
| Janus Henderson International Dividend Fund |
Class N Shares |
9.82 | % | ||||
| Janus Henderson Multi-Sector Income Fund |
Class D Shares |
1.44 | % | ||||
| Janus Henderson Multi-Sector Income Fund |
Class N Shares |
1.30 | % | ||||
| Janus Henderson Short Duration Flexible Bond Fund |
Class N Shares |
9.61 | % | ||||
| Janus Henderson Small-Mid Cap Value Fund |
Class N Shares |
4.58 | % | ||||
| Janus Henderson Small-Mid Cap Value Fund |
Class T Shares |
12.91 | % | ||||
| Janus Henderson Triton Fund |
Class D Shares |
1.42 | % | ||||
| Janus Henderson U.S. Dividend Income Fund |
Class D Shares |
4.32 | % | ||||
| Janus Henderson U.S. Dividend Income Fund |
Class N Shares |
2.48 | % | ||||
| * | Each officer and Trustee individually owned less than 1% of each Fund. |
In addition, an investment by the Adviser’s funds of funds may comprise a significant percentage of a share class or Fund. As of January 30, 2026, the percentage ownership of any person or entity owning 5% or more of the outstanding shares of any class of the Funds is listed in the table below.
Any person or entity that beneficially owns, directly or through one or more controlled companies, more than 25% of the voting securities of a company is presumed to “control” such company. Accordingly, to the extent that a person or entity is identified as the beneficial owner of more than 25% of the voting securities of a Fund, or is identified as the record owner of more than 25% of a Fund and has voting and/or investment powers, that person or entity may be presumed to control such Fund. A controlling shareholder’s vote could have a more significant effect on matters presented to shareholders for approval than the vote of other Fund shareholders.
As of January 30, 2026, no person or entity owned beneficially 5% or more (or beneficially owned more than 25%) of the outstanding Shares of any class of the Funds.
To the extent that the Adviser, an affiliate, or an individual, such as a Fund’s portfolio manager(s), owns a significant portion of the shares of any class of a Fund or a Fund as a whole, the redemption of those shares may have an adverse effect on the Fund, a share class, and/or its shareholders. The Adviser may consider the effect of redemptions on such Fund and the Fund’s other shareholders in deciding whether to redeem its shares. In certain circumstances, the Adviser’s ownership may not represent beneficial ownership. To the best knowledge of the Trust, entities other than the Adviser shown as owning more than 25% of the outstanding shares of a class of a Fund are not the beneficial owners of such shares, unless otherwise indicated.
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The following chart lists each shareholder or group of shareholders who beneficially (or of record) owned more than 5% of any class of shares for the Fund as of January 30, 2026:
| Fund Name and Class | Shareholder Name and Address | Number of Shares |
Percentage of Class Owned | |||||||||
| Janus Henderson Absolute
Return Income Opportunities Fund – |
Morgan Stanley Smith Barney LLC |
256,227.489 | 25.06 | % | ||||||||
| Wells Fargo Clearing Services LLC |
192,951.525 | 18.87 | % | |||||||||
| Merrill Lynch Pierce Fenner & Smith, Inc. For the Sole Benefit of Customers Jacksonville, FL |
144,353.328 | 14.12 | % | |||||||||
| Pershing LLC |
111,443.276 | 10.90 | % | |||||||||
| LPL Financial |
75,231.424 | 7.36 | % | |||||||||
| National Financial Services LLC |
66,927.079 | 6.54 | % | |||||||||
| Charles Schwab & Co. Inc. Special Custody Acct FBO Customers San Francisco, CA |
58,513.629 | 5.72 | % | |||||||||
| Janus Henderson Adaptive Risk Managed U.S.
Equity Fund – |
Merrill Lynch Pierce Fenner & Smith Inc. |
757,371.859 | 33.68 | % | ||||||||
| American Enterprise Investment Svc. |
271,400.851 | 12.07 | % | |||||||||
| Wells Fargo Clearing Services LLC |
226,789.914 | 10.09 | % | |||||||||
| Pershing LLC |
193,111.248 | 8.59 | % | |||||||||
| Morgan Stanley Smith Barney LLC For the Exclusive Benefit of its Customers New York, NY |
177,336.69 | 7.89 | % | |||||||||
| Janus Henderson
Balanced |
Merrill Lynch, Pierce, Fenner & Smith, Inc. |
8,537,454.882 | 15.59 | % | ||||||||
| American Enterprise Investment Svc |
8,480,056.242 | 15.49 | % | |||||||||
| Morgan Stanley Smith Barney LLC |
6,304,029.445 | 11.51 | % | |||||||||
| Wells Fargo Clearing Services LLC |
4,811,642.044 | 8.79 | % | |||||||||
| National Financial Services LLC For the Exclusive Benefit of Our Customers Jersey City, NJ |
4,237,562.085 | 7.74 | % | |||||||||
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| Fund Name and Class | Shareholder Name and Address | Number of Shares |
Percentage of Class Owned | |||||||||
| Charles Schwab & Co. Inc. |
3,620,715.493 | 6.61 | % | |||||||||
| LPL Financial |
3,608,085.386 | 6.59 | % | |||||||||
| Raymond James |
3,346,105.402 | 6.11 | % | |||||||||
| Pershing LLC Jersey City, NJ |
3,226,831.179 | 5.89 | % | |||||||||
| Janus Henderson Contrarian Fund
– |
American Enterprise Investment Svc |
358,750.477 | 14.90 | % | ||||||||
| Merrill Lynch, Pierce, Fenner & Smith, Inc. |
351,399.54 | 14.59 | % | |||||||||
| Wells Fargo Clearing Services LLC |
241,988.085 | 10.05 | % | |||||||||
| Pershing LLC |
237,092.532 | 9.85 | % | |||||||||
| LPL Financial |
230,681.803 | 9.58 | % | |||||||||
| Morgan Stanley Smith Barney LLC For the Exclusive Benefit of Its Customers New York, NY |
163,908.499 | 6.81 | % | |||||||||
| Janus Henderson Developed World Bond Fund
– |
Morgan Stanley Smith Barney LLC |
773,678.773 | 24.24 | % | ||||||||
| Merrill Lynch Pierce Fenner & Smith, Inc. |
755,474.778 | 23.67 | % | |||||||||
| Wells Fargo Clearing Services LLC |
370,715.000 | 11.61 | % | |||||||||
| Raymond James House Acct Firm #92500015 Omnibus for Mutual Funds St. Petersburg, FL |
202,926.883 | 6.36 | % | |||||||||
| Janus Henderson Enterprise Fund
– |
Merrill Lynch, Pierce, Fenner & Smith, Inc. |
978,671.966 | 28.06 | % | ||||||||
| Morgan Stanley Smith Barney LLC |
310,779.111 | 8.91 | % | |||||||||
| Raymond James |
234,463.341 | 6.72 | % | |||||||||
| American Enterprise Investment Svc |
203,236.79 | 5.83 | % | |||||||||
| National Financial Services LLC For the Exclusive Benefit of Our Customers Jersey City, NJ |
192,996.512 | 5.53 | % | |||||||||
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| Fund Name and Class | Shareholder Name and Address | Number of Shares |
Percentage of Class Owned | |||||||||
| Pershing LLC |
182,071.169 | 5.22 | % | |||||||||
| Wells Fargo Clearing Services LLC Special Custody Account For the Exclusive Benefit of Customer St. Louis, MO |
179,748.897 | 5.15 | % | |||||||||
| Janus Henderson European Focus Fund
– |
Morgan Stanley Smith Barney LLC |
525,371.457 | 21.40 | % | ||||||||
| National Financial Services LLC |
280,158.321 | 11.41 | % | |||||||||
| Merrill Lynch, Pierce, Fenner & Smith, Inc. |
280,144.672 | 11.41 | % | |||||||||
| Wells Fargo Clearing Services LLC |
266,856.11 | 10.87 | % | |||||||||
| Charles Schwab & Company Inc. |
220,642.197 | 8.99 | % | |||||||||
| UBS WM USA |
217,390.997 | 8.86 | % | |||||||||
| Charles Schwab & Co. Inc. |
153,761.201 | 6.26 | % | |||||||||
| Raymond James House Acct Firm #92500015 Omnibus for Mutual Funds St. Petersburg, FL |
147,961.125 | 6.03 | % | |||||||||
| Janus Henderson Flexible Bond Fund
– |
Merrill Lynch Pierce Fenner & Smith, Inc. |
2,438,610.012 | 22.79 | % | ||||||||
| American Enterprise Investment Svc. |
1,792,307.1 | 16.75 | % | |||||||||
| Morgan Stanley Smith Barney LLC |
1,471,643.777 | 13.75 | % | |||||||||
| Wells Fargo Clearing Services LLC |
1,255,158.414 | 11.73 | % | |||||||||
| Pershing LLC |
714,038.302 | 6.67 | % | |||||||||
| Empower Trust FBO Employee Benefits Clients 401K Greenwood Village, CO |
648,851.715 | 6.06 | % | |||||||||
| Janus Henderson Forty Fund – Class A Shares |
Morgan Stanley Smith Barney LLC |
2,494,283.144 | 24.93 | % | ||||||||
| Merrill Lynch, Pierce, Fenner & Smith, Inc. For the Sole Benefit of Customers Jacksonville, FL |
1,882,020.821 | 18.81 | % | |||||||||
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| Fund Name and Class | Shareholder Name and Address | Number of Shares |
Percentage of Class Owned | |||||||||
| American Enterprise Investment Svc |
1,019,172.681 | 10.19 | % | |||||||||
| Wells Fargo Clearing Services LLC |
776,410.868 | 7.76 | % | |||||||||
| Pershing LLC |
702,798.448 | 7.03 | % | |||||||||
| LPL Financial |
522,095.212 | 5.22 | % | |||||||||
| Raymond James House Acct Firm #92500015 Omnibus for Mutual Funds St. Petersburg, FL |
508,379.565 | 5.08 | % | |||||||||
| Janus Henderson Global
Allocation Fund – Conservative – |
American Enterprise Investment Svc. |
72,775.233 | 18.61 | % | ||||||||
| LPL Financial |
67,449.656 | 17.25 | % | |||||||||
| Wells Fargo Clearing Services LLC |
61,678.527 | 15.77 | % | |||||||||
| Merrill Lynch Pierce Fenner & Smith, Inc. |
55,938.784 | 14.31 | % | |||||||||
| Morgan Stanley Smith Barney LLC |
41,188.383 | 10.53 | % | |||||||||
| National Financial Services LLC For the Exclusive Benefit of Our Customers Jersey City, NJ |
36,172.007 | 9.25 | % | |||||||||
| Janus Henderson Global Allocation Fund
– Growth – |
American Enterprise Investment Svc. |
250,352.095 | 47.54 | % | ||||||||
| Wells Fargo Clearing Services LLC |
66,187.472 | 12.57 | % | |||||||||
| National Financial Services LLC |
59,184.247 | 11.24 | % | |||||||||
| Morgan Stanley Smith Barney LLC |
46,854.078 | 8.90 | % | |||||||||
| Pershing LLC Jersey City, NJ |
31,938.486 | 6.07 | % | |||||||||
|
Janus Henderson Global Allocation Fund – Moderate – |
American Enterprise Investment Svc. |
442,490.582 | 58.81 | % | ||||||||
| LPL Financial Omnibus Customer Account San Diego, CA |
89,666.949 | 11.92 | % | |||||||||
M-5
| Fund Name and Class | Shareholder Name and Address | Number of Shares |
Percentage of Class Owned | |||||||||
| Wells Fargo Clearing Services LLC Special Custody Acct For the Exclusive Benefit of Customer St. Louis, MO |
68,066.437 | 9.05 | % | |||||||||
| Janus Henderson Global Equity Income Fund
– |
Morgan Stanley Smith Barney LLC |
20,557,948.144 | 19.53 | % | ||||||||
| Merrill Lynch, Pierce, Fenner & Smith, Inc. |
15,054,815.491 | 14.30 | % | |||||||||
| Raymond James |
12,932,853.061 | 12.28 | % | |||||||||
| Wells Fargo Clearing Services LLC |
10,775,321.672 | 10.23 | % | |||||||||
| Charles Schwab & Co. Inc. |
10,523,355.797 | 10.00 | % | |||||||||
| Pershing LLC |
6,173,718.08 | 5.86 | % | |||||||||
| UBS WM USA |
5,910,240.559 | 5.61 | % | |||||||||
| American Enterprise Investment Svc FBO 41999970 Minneapolis, MN |
5,637,278.663 | 5.35 | % | |||||||||
| Janus Henderson Global Life Sciences Fund
– |
Morgan Stanley Smith Barney LLC |
516,846.75 | 14.65 | % | ||||||||
| Merrill Lynch, Pierce, Fenner & Smith, Inc. |
485,609.428 | 13.77 | % | |||||||||
| Pershing LLC |
363,918.737 | 10.32 | % | |||||||||
| Wells Fargo Clearing Services LLC |
347,436.988 | 9.85 | % | |||||||||
| American Enterprise Investment Svc |
298,190.418 | 8.45 | % | |||||||||
| LPL Financial |
254,899.631 | 7.23 | % | |||||||||
| National Financial Services LLC |
230,332.66 | 6.53 | % | |||||||||
| Raymond James House Acct Firm #92500015 Omnibus for Mutual Funds St. Petersburg, FL |
209,909.002 | 5.95 | % | |||||||||
|
Janus Henderson Global Real Estate Fund – |
Pershing LLC |
149,742.479 | 18.58 | % | ||||||||
| National Financial Services LLC For the Exclusive Benefit of Our Customers Jersey City, NJ |
97,203.877 | 12.06 | % | |||||||||
M-6
| Fund Name and Class | Shareholder Name and Address | Number of Shares |
Percentage of Class Owned | |||||||||
| Merrill Lynch, Pierce, Fenner & Smith, Inc. |
87,379.464 | 10.84 | % | |||||||||
| Raymond James |
77,768.231 | 9.65 | % | |||||||||
| Charles Schwab & Co. Inc. |
75,838.589 | 9.41 | % | |||||||||
| LPL Financial |
67,531.32 | 8.38 | % | |||||||||
| American Enterprise Investment Svc |
60,019.715 | 7.45 | % | |||||||||
| Wells Fargo Clearing Services LLC |
49,411.305 | 6.13 | % | |||||||||
| UBS WM USA 0O0 11011 6100 Omni Account M/F Weehawken, NJ |
45,780.629 | 5.68 | % | |||||||||
| Janus Henderson Global Research Fund
– |
Wells Fargo Clearing Services LLC |
59,927.446 | 22.04 | % | ||||||||
| Merrill Lynch, Pierce, Fenner & Smith, Inc. |
46,684.954 | 17.17 | % | |||||||||
| American Enterprise Investment Svc |
37,500.539 | 13.79 | % | |||||||||
| Morgan Stanley Smith Barney LLC |
29,641.555 | 10.90 | % | |||||||||
| National Financial Services LLC |
22,488.348 | 8.27 | % | |||||||||
| UBS WM USA 0O0 11011 6100 Omni Account M/F Weehawken, NJ |
21,241.242 | 7.81 | % | |||||||||
| Janus Henderson Global Select
Fund – |
Pershing LLC |
230,426.306 | 38.55 | % | ||||||||
| American Enterprise Investment Svc |
57,408.076 | 9.61 | % | |||||||||
| Wells Fargo Clearing Services LLC |
54,198.568 | 9.07 | % | |||||||||
| Morgan Stanley Smith Barney LLC |
52,591.251 | 8.80 | % | |||||||||
| LPL Financial Omnibus Customer Account San Diego, CA |
52,176.65 | 8.73 | % | |||||||||
M-7
| Fund Name and Class | Shareholder Name and Address | Number of Shares |
Percentage of Class Owned | |||||||||
| Merrill Lynch, Pierce, Fenner & Smith, Inc. For the Sole Benefit of Customers Jacksonville, FL |
37,343.965 | 6.25 | % | |||||||||
| Janus Henderson Global Sustainable Equity
Fund – |
Raymond James |
10,076.969 | 54.54 | % | ||||||||
| RBC Capital Markets LLC |
5,341.531 | 28.91 | % | |||||||||
| American Enterprise Investment Svc |
1,698.457 | 9.19 | % | |||||||||
| Pershing LLC Jersey City, NJ |
1,204.492 | 6.52 | % | |||||||||
| Janus Henderson Global
Technology and Innovation Fund – |
Morgan Stanley Smith Barney LLC |
626,647.708 | 11.93 | % | ||||||||
| Wells Fargo Clearing Services LLC |
591,166.973 | 11.25 | % | |||||||||
| Merrill Lynch, Pierce, Fenner & Smith, Inc. |
589,949.469 | 11.23 | % | |||||||||
| Pershing LLC |
462,182.632 | 8.80 | % | |||||||||
| UBS WM USA |
452,792.702 | 8.62 | % | |||||||||
| National Financial Services LLC |
397,669.897 | 7.57 | % | |||||||||
| Raymond James |
351,267.867 | 6.69 | % | |||||||||
| American Enterprise Investment Svc |
270,778.217 | 5.16 | % | |||||||||
| LPL Financial Omnibus Customer Account San Diego, CA |
268,211.351 | 5.11 | % | |||||||||
| Janus Henderson Growth and Income Fund
– |
Morgan Stanley Smith Barney LLC |
374,640.94 | 22.24 | % | ||||||||
| American Enterprise Investment Svc |
373,840.31 | 22.19 | % | |||||||||
| Merrill Lynch, Pierce, Fenner & Smith, Inc. |
217,121.874 | 12.89 | % | |||||||||
| LPL Financial |
192,401.91 | 11.42 | % | |||||||||
| Pershing LLC Jersey City, NJ |
86,580.131 | 5.14 | % | |||||||||
M-8
| Fund Name and Class | Shareholder Name and Address | Number of Shares |
Percentage of Class Owned | |||||||||
| Janus Henderson High-Yield
Fund – |
American Enterprise Investment Svc. |
2,760,547.76 | 61.40 | % | ||||||||
| Morgan Stanley Smith Barney LLC |
379,980.106 | 8.45 | % | |||||||||
| Pershing LLC |
277,501.519 | 6.17 | % | |||||||||
| National Financial Services LLC For Exclusive Benefit of Our Cust Jersey City, NJ |
239,038.251 | 5.32 | % | |||||||||
| Janus Henderson International Dividend
Fund – |
Raymond James |
558,897.597 | 23.25 | % | ||||||||
| Morgan Stanley Smith Barney LLC |
415,857.025 | 17.30 | % | |||||||||
| Charles Schwab & Co. Inc. |
403,466.74 | 16.78 | % | |||||||||
| UBS WM USA |
298,613.858 | 12.42 | % | |||||||||
| Pershing LLC |
155,859.42 | 6.48 | % | |||||||||
| LPL Financial Omnibus Customer Account San Diego, CA |
123,840.099 | 5.15 | % | |||||||||
| Janus Henderson Mid Cap Value Fund
– |
Raymond James |
361,736.374 | 11.68 | % | ||||||||
| National Financial Services LLC |
304,261.547 | 9.82 | % | |||||||||
| Morgan Stanley Smith Barney LLC |
284,593.022 | 9.19 | % | |||||||||
| Pershing LLC |
272,915.061 | 8.81 | % | |||||||||
| Merrill Lynch Pierce Fenner & Smith, Inc. |
269,076.127 | 8.68 | % | |||||||||
| Wells Fargo Clearing Services LLC |
259,970.6 | 8.39 | % | |||||||||
| LPL Financial |
220,560.783 | 7.12 | % | |||||||||
| American Enterprise Investment Svc. |
203,782.401 | 6.58 | % | |||||||||
| Charles Schwab & Co. Inc. Special Custody Acct FBO Customers San Francisco, CA |
172,244.78 | 5.56 | % | |||||||||
M-9
| Fund Name and Class | Shareholder Name and Address | Number of Shares |
Percentage of Class Owned | |||||||||
| Janus Henderson Multi-Sector Income Fund
– |
American Enterprise Investment Svc. |
5,439,561.616 | 33.02 | % | ||||||||
| Wells Fargo Clearing Services LLC |
2,397,039.847 | 14.55 | % | |||||||||
| Raymond James |
1,389,395.531 | 8.43 | % | |||||||||
| Morgan Stanley Smith Barney LLC |
1,306,955.506 | 7.93 | % | |||||||||
| LPL Financial |
1,276,913.793 | 7.75 | % | |||||||||
| Merrill Lynch Pierce Fenner & Smith, Inc. |
994,781.554 | 6.04 | % | |||||||||
| National Financial Services LLC For the Exclusive Benefit of Our Customers Jersey City, NJ |
873,201.158 | 5.30 | % | |||||||||
| Janus Henderson Research
Fund – |
American Enterprise Investment Svc |
201,054.425 | 19.25 | % | ||||||||
| Morgan Stanley Smith Barney LLC |
177,834.81 | 17.02 | % | |||||||||
| National Financial Services LLC |
101,931.112 | 9.76 | % | |||||||||
| Merrill Lynch, Pierce, Fenner & Smith, Inc. |
93,690.744 | 8.97 | % | |||||||||
| Pershing LLC |
70,488.926 | 6.75 | % | |||||||||
| Wells Fargo Clearing Services LLC |
65,777.175 | 6.30 | % | |||||||||
| LPL Financial |
65,323.092 | 6.25 | % | |||||||||
| Edward D Jones & Co. For the Benefit of Customers St. Louis, MO |
64,125.188 | 6.14 | % | |||||||||
| Janus Henderson Short Duration Flexible
Bond Fund – |
National Financial Services LLC |
14,425,388.626 | 54.12 | % | ||||||||
| Merrill Lynch Pierce Fenner & Smith, Inc. |
2,657,268.659 | 9.97 | % | |||||||||
| American Enterprise Investment Svc. |
2,059,170.554 | 7.73 | % | |||||||||
| Wells Fargo Clearing Services LLC Special Custody Acct For the Exclusive Benefit of Customer St. Louis, MO |
1,649,880.819 | 6.19 | % | |||||||||
M-10
| Fund Name and Class | Shareholder Name and Address | Number of Shares |
Percentage of Class Owned | |||||||||
| Morgan Stanley Smith Barney LLC For the Exclusive Benefit of its Customers New York, NY |
1,606,413.04 | 6.03 | % | |||||||||
| Janus Henderson Small Cap Value Fund
– |
Wells Fargo Clearing Services LLC |
151,396.656 | 17.59 | % | ||||||||
| American Enterprise Investment Svc. |
113,218.998 | 13.16 | % | |||||||||
| Morgan Stanley Smith Barney LLC |
105,819.907 | 12.30 | % | |||||||||
| Merrill Lynch Pierce Fenner & Smith, Inc. |
93,482.227 | 10.86 | % | |||||||||
| Raymond James |
65,314.914 | 7.59 | % | |||||||||
| National Financial Services LLC |
58,437.34 | 6.79 | % | |||||||||
| Pershing LLC |
53,098.826 | 6.17 | % | |||||||||
| LPL Financial Omnibus Customer Account San Diego, CA |
49,738.507 | 5.78 | % | |||||||||
| Janus Henderson Small-Mid Cap Value Fund – |
Pershing LLC |
140,900.589 | 69.64 | % | ||||||||
| LPL Financial |
19,667.025 | 9.87 | % | |||||||||
| Empower Trust |
14,247.417 | 6.82 | % | |||||||||
| Raymond James |
13,932.585 | 6.78 | % | |||||||||
| National Financial Services LLC For the Exclusive Benefit of Our Customers Jersey City, NJ |
11,943.019 | 5.13 | % | |||||||||
| Janus Henderson Overseas Fund
– |
Morgan Stanley Smith Barney LLC |
900,478.902 | 23.84 | % | ||||||||
| Merrill Lynch, Pierce, Fenner & Smith, Inc. |
597,590.323 | 15.82 | % | |||||||||
| Wells Fargo Clearing Services LLC |
420,910.58 | 11.14 | % | |||||||||
| UBS WM USA 0O0 11011 6100 Omni Account M/F Weehawken, NJ |
318,543.617 | 8.43 | % | |||||||||
M-11
| Fund Name and Class | Shareholder Name and Address | Number of Shares |
Percentage of Class Owned | |||||||||
| Charles Schwab & Co. Inc. |
237,374.828 | 6.28 | % | |||||||||
| Raymond James House Acct Firm #92500015 Omnibus for Mutual Funds St. Petersburg, FL |
226,295.706 | 5.99 | % | |||||||||
| Janus Henderson Triton
Fund – |
Merrill Lynch, Pierce, Fenner & Smith, Inc. |
3,429,631.593 | 37.66 | % | ||||||||
| American Enterprise Investment Svc |
1,014,488.632 | 11.14 | % | |||||||||
| Wells Fargo Clearing Services LLC Special Custody Account For the Exclusive Benefit of Customer St. Louis, MO |
481,553.353 | 5.29 | % | |||||||||
|
Janus Henderson Venture Fund – |
Voya Institutional Trust Company |
67,053.678 | 22.62 | % | ||||||||
| Morgan Stanley Smith Barney LLC For the Exclusive Benefit of Its Customers New York, NY |
61,007.807 | 20.58 | % | |||||||||
| Janus Henderson Absolute Return Income Opportunities Fund – Class C Shares |
LPL Financial |
48,135.553 | 41.01 | % | ||||||||
| Pershing LLC |
24,886.742 | 21.20 | % | |||||||||
| Morgan Stanley Smith Barney LLC |
21,766.543 | 18.55 | % | |||||||||
| Wells Fargo Clearing Services LLC |
11,015.79 | 9.39 | % | |||||||||
| Charles Schwab & Co. Inc. Special Custody Acct FBO Customers San Francisco, CA |
9,504.042 | 8.10 | % | |||||||||
| Janus Henderson Adaptive Risk Managed U.S. Equity Fund – Class C Shares |
Raymond James |
95,405.731 | 27.31 | % | ||||||||
| Pershing LLC |
65,200.29 | 18.66 | % | |||||||||
| National Financial Services LLC |
58,352.192 | 16.70 | % | |||||||||
| LPL Financial |
56,914.166 | 16.29 | % | |||||||||
| American Enterprise Investment Svc. FBO 41999970 |
33,205.832 | 9.50 | % | |||||||||
| Wells Fargo Clearing Services LLC Special Custody Account For the Exclusive Benefit of Customer St. Louis, MO |
18,397.766 | 5.27 | % | |||||||||
M-12
| Fund Name and Class | Shareholder Name and Address | Number of Shares |
Percentage of Class Owned | |||||||||
| Janus Henderson Balanced Fund – Class C Shares |
Wells Fargo Clearing Services LLC |
9,254,980.913 | 22.25 | % | ||||||||
| American Enterprise Investment Svc |
6,475,130.445 | 15.57 | % | |||||||||
| Raymond James |
5,487,135.98 | 13.19 | % | |||||||||
| LPL Financial |
4,209,436.015 | 10.12 | % | |||||||||
| Charles Schwab & Co. Inc. |
3,664,983.642 | 8.81 | % | |||||||||
| Pershing LLC |
3,405,647.36 | 8.19 | % | |||||||||
| National Financial Services LLC |
2,799,394.589 | 6.73 | % | |||||||||
| Morgan Stanley Smith Barney LLC For the Exclusive Benefit of Its Customers New York, NY |
2,724,051.987 | 6.55 | % | |||||||||
| Janus Henderson Contrarian Fund
– |
Wells Fargo Clearing Services LLC |
113,628.284 | 17.64 | % | ||||||||
| American Enterprise Investment Svc |
88,429.695 | 13.73 | % | |||||||||
| Raymond James |
82,094.219 | 12.74 | % | |||||||||
| National Financial Services LLC |
80,099.797 | 12.43 | % | |||||||||
| LPL Financial |
65,954.447 | 10.24 | % | |||||||||
| Pershing LLC |
49,735.84 | 7.72 | % | |||||||||
| Merrill Lynch, Pierce, Fenner & Smith, Inc. |
43,255.139 | 6.71 | % | |||||||||
| Charles Schwab & Co. Inc. Special Custody Account FBO Customers San Francisco, CA |
34,835.939 | 5.41 | % | |||||||||
| Janus Henderson Developed World Bond Fund
– |
Wells Fargo Clearing Services LLC |
99,463.016 | 16.89 | % | ||||||||
| Raymond James House Acct Firm #92500015 Omnibus for Mutual Funds St. Petersburg, FL |
93,738.91 | 15.92 | % | |||||||||
M-13
| Fund Name and Class | Shareholder Name and Address | Number of Shares |
Percentage of Class Owned | |||||||||
| National Financial Services LLC |
72,884.667 | 12.38 | % | |||||||||
| American Enterprise Investment Svc. |
72,288.394 | 12.27 | % | |||||||||
| LPL Financial |
70,548.953 | 11.98 | % | |||||||||
| Morgan Stanley Smith Barney LLC |
60,290.455 | 10.24 | % | |||||||||
| Pershing LLC Jersey City, NJ |
59,299.308 | 10.07 | % | |||||||||
| Janus Henderson Enterprise Fund
– |
Raymond James |
90,456.259 | 16.73 | % | ||||||||
| Morgan Stanley Smith Barney LLC |
85,458.742 | 15.81 | % | |||||||||
| Wells Fargo Clearing Services LLC |
85,232.573 | 15.77 | % | |||||||||
| LPL Financial |
81,418.761 | 15.06 | % | |||||||||
| American Enterprise Investment Svc |
41,780.449 | 7.73 | % | |||||||||
| Charles Schwab & Co. Inc. |
38,090.363 | 7.05 | % | |||||||||
| National Financial Services LLC |
34,526.704 | 6.39 | % | |||||||||
| Pershing LLC |
28,665.085 | 5.30 | % | |||||||||
| Merrill Lynch, Pierce, Fenner & Smith, Inc. For the Sole Benefit of Customers Jacksonville, FL |
27,898.096 | 5.16 | % | |||||||||
| Janus Henderson European Focus Fund
– |
Morgan Stanley Smith Barney LLC |
26,951.397 | 36.26 | % | ||||||||
| Wells Fargo Clearing Services LLC |
17,798.244 | 23.95 | % | |||||||||
| Merrill Lynch, Pierce, Fenner & Smith, Inc. |
8,168.26 | 10.99 | % | |||||||||
| Pershing LLC Jersey City, NJ |
7,856.617 | 10.57 | % | |||||||||
|
Janus Henderson Flexible Bond Fund – |
Wells Fargo Clearing Services LLC Special Custody Acct For the Exclusive Benefit of Customer St. Louis, MO |
376,099.913 | 23.98 | % | ||||||||
M-14
| Fund Name and Class | Shareholder Name and Address | Number of Shares |
Percentage of Class Owned | |||||||||
| American Enterprise Investment Svc. |
339,070.288 | 21.62 | % | |||||||||
| Pershing LLC |
315,120.454 | 20.09 | % | |||||||||
| LPL Financial |
160,802.581 | 10.25 | % | |||||||||
| Morgan Stanley Smith Barney LLC For the Exclusive Benefit of its Customers New York, NY |
88,057.367 | 5.61 | % | |||||||||
| Janus Henderson Forty
Fund – |
American Enterprise Investment Svc |
677,262.713 | 25.58 | % | ||||||||
| Raymond James |
408,671.991 | 15.44 | % | |||||||||
| LPL Financial |
333,640.159 | 12.60 | % | |||||||||
| Morgan Stanley Smith Barney LLC |
243,832.114 | 9.21 | % | |||||||||
| Wells Fargo Clearing Services LLC |
239,586.719 | 9.05 | % | |||||||||
| Pershing LLC |
214,565.918 | 8.11 | % | |||||||||
| National Financial Services LLC |
170,080.216 | 6.42 | % | |||||||||
| Merrill Lynch, Pierce, Fenner & Smith, Inc. For the Sole Benefit of Customers Jacksonville, FL |
150,024.268 | 5.67 | % | |||||||||
| Janus Henderson Global
Allocation Fund – Conservative – |
LPL Financial |
413,02.944 | 48.76 | % | ||||||||
| Wells Fargo Clearing Services LLC |
29,133.153 | 34.39 | % | |||||||||
| American Enterprise Investment Svc. FBO 41999970 Minneapolis, MN |
7,067.165 | 8.34 | % | |||||||||
| Janus Henderson Global Allocation Fund
– Growth – |
Wells Fargo Clearing Services LLC |
25,564.383 | 34.84 | % | ||||||||
| American Enterprise Investment Svc. |
19,985.124 | 27.24 | % | |||||||||
| National Financial Services LLC |
12,837.096 | 17.49 | % | |||||||||
| LPL Financial Omnibus Customer Account San Diego, CA |
8,800.776 | 11.99 | % | |||||||||
M-15
| Fund Name and Class | Shareholder Name and Address | Number of Shares |
Percentage of Class Owned | |||||||||
| Janus Henderson Global Allocation Fund
– Moderate – |
Wells Fargo Clearing Services LLC |
15,826.198 | 31.82 | % | ||||||||
| Charles Schwab & Co. Inc. |
13,674.863 | 27.50 | % | |||||||||
| American Enterprise Investment Svc. |
10,042.381 | 20.19 | % | |||||||||
| LPL Financial Omnibus Customer Account San Diego, CA |
8,725.787 | 17.54 | % | |||||||||
| Janus Henderson Global Equity Income Fund
– |
Wells Fargo Clearing Services LLC |
7,039,085.941 | 19.95 | % | ||||||||
| Charles Schwab & Co. Inc. |
6,116,962.859 | 17.34 | % | |||||||||
| Morgan Stanley Smith Barney LLC |
5,580,267.623 | 15.81 | % | |||||||||
| Raymond James |
5,417,921.164 | 15.35 | % | |||||||||
| American Enterprise Investment Svc |
2,949,718.534 | 8.36 | % | |||||||||
| National Financial Services LLC For the Exclusive Benefit of Our Cust Jersey City, NJ |
2,638,196.065 | 7.48 | % | |||||||||
| Janus Henderson Global Life Sciences Fund
– |
Wells Fargo Clearing Services LLC |
129,199.41 | 15.35 | % | ||||||||
| JP Morgan Securities LLC |
103,710.495 | 12.32 | % | |||||||||
| LPL Financial |
101,920.46 | 12.11 | % | |||||||||
| Morgan Stanley Smith Barney LLC |
77,010.874 | 9.15 | % | |||||||||
| Charles Schwab & Co. Inc. |
74,799.499 | 8.89 | % | |||||||||
| Pershing LLC |
72,079.834 | 8.56 | % | |||||||||
| American Enterprise Investment Svc FBO 41999970 Minneapolis, MN |
70,362.57 | 8.36 | % | |||||||||
M-16
| Fund Name and Class | Shareholder Name and Address | Number of Shares |
Percentage of Class Owned | |||||||||
| Merrill Lynch, Pierce, Fenner & Smith, Inc. |
55,934.767 | 6.65 | % | |||||||||
| Raymond James House Acct Firm #92500015 Omnibus for Mutual Funds St. Petersburg, FL |
53,528.046 | 6.36 | % | |||||||||
| Janus Henderson Global Real Estate Fund
– |
LPL Financial |
28,014.514 | 33.24 | % | ||||||||
| American Enterprise Investment Svc |
18,609.843 | 22.08 | % | |||||||||
| Raymond James |
14,393.561 | 17.08 | % | |||||||||
| Wells Fargo Clearing Services LLC |
8,886.199 | 10.54 | % | |||||||||
| Pershing LLC Jersey City, NJ |
5,138.227 | 6.10 | % | |||||||||
| Janus Henderson Global Research Fund
– |
American Enterprise Investment Svc |
9,127.992 | 29.20 | % | ||||||||
| Wells Fargo Clearing Services LLC |
6,724.78 | 21.51 | % | |||||||||
| Morgan Stanley Smith Barney LLC |
6,067.813 | 19.41 | % | |||||||||
| National Financial Services LLC |
2,928.801 | 9.37 | % | |||||||||
| Pershing LLC Jersey City, NJ |
2,715.479 | 8.69 | % | |||||||||
| Janus Henderson Global Select Fund
– |
American Enterprise Investment Svc |
2,3941.451 | 32.22 | % | ||||||||
| Charles Schwab & Co. Inc. |
15,534.788 | 20.23 | % | |||||||||
| Pershing LLC |
11,728.428 | 15.61 | % | |||||||||
| LPL Financial |
10,519.789 | 16.49 | % | |||||||||
| JP Morgan Securities LLC Omnibus Account For Exclusive Benefit of Customers Brooklyn, NY |
43,14.628 | 5.72 | % | |||||||||
|
Janus Henderson Global Sustainable Equity Fund – |
Janus Henderson US (Holdings) Inc. |
51,51.351 | 59.73 | %* | ||||||||
| National Financial Services LLC For the Exclusive Benefit of Our Customers Jersey City, NJ |
1,735.759 | 20.13 | % | |||||||||
M-17
| Fund Name and Class | Shareholder Name and Address | Number of Shares |
Percentage of Class Owned | |||||||||
| American Enterprise Investment Svc FBO 41999970 Minneapolis, MN |
1,559.404 | 18.08 | % | |||||||||
| Janus Henderson Global Technology and
Innovation Fund – |
Wells Fargo Clearing Services LLC |
280,640.081 | 18.64 | % | ||||||||
| Pershing LLC |
277,614.632 | 18.44 | % | |||||||||
| American Enterprise Investment Svc |
192,716.201 | 12.80 | % | |||||||||
| Charles Schwab & Co. Inc. |
177,511.136 | 11.79 | % | |||||||||
| National Financial Services LLC |
117,867.306 | 7.83 | % | |||||||||
| Raymond James |
110,436.3 | 7.33 | % | |||||||||
| Morgan Stanley Smith Barney LLC |
105,150.042 | 6.98 | % | |||||||||
| LPL Financial Omnibus Customer Account San Diego, CA |
94,783.695 | 6.29 | % | |||||||||
| Janus Henderson Growth and Income Fund
– |
Wells Fargo Clearing Services LLC |
148,042.335 | 29.21 | % | ||||||||
| Raymond James |
71,038.59 | 14.02 | % | |||||||||
| American Enterprise Investment Svc |
47,144.974 | 9.30 | % | |||||||||
| LPL Financial |
42,797.267 | 8.44 | % | |||||||||
| Pershing LLC |
41,400.78 | 8.17 | % | |||||||||
| National Financial Services LLC |
36,615.079 | 7.22 | % | |||||||||
| Merrill Lynch, Pierce, Fenner & Smith, Inc. |
33,189.368 | 6.55 | % | |||||||||
| Morgan Stanley Smith Barney LLC |
32,118.685 | 6.34 | % | |||||||||
| Charles Schwab & Co. Inc. Special Custody Account FBO Customers San Francisco, CA |
31,437.608 | 6.20 | % | |||||||||
M-18
| Fund Name and Class | Shareholder Name and Address | Number of Shares |
Percentage of Class Owned | |||||||||
| Janus Henderson High-Yield
Fund – |
Pershing LLC |
190,919.875 | 53.98 | % | ||||||||
| American Enterprise Investment Svc. |
62,470.571 | 17.66 | % | |||||||||
| Charles Schwab & Co. Inc. |
32,869.308 | 9.29 | % | |||||||||
| Wells Fargo Clearing Services LLC |
21,034.413 | 5.95 | % | |||||||||
| JP Morgan Securities LLC Omnibus Account For Exclusive Benefit of Customers Brooklyn, NY |
19,457.51 | 5.50 | % | |||||||||
| Janus Henderson International Dividend
Fund – |
Charles Schwab & Co. Inc. |
65,921.236 | 37.78 | % | ||||||||
| Raymond James |
44,004.422 | 25.22 | % | |||||||||
| National Financial Services LLC |
22,790.411 | 13.06 | % | |||||||||
| LPL Financial Omnibus Customer Account San Diego, CA |
11,647.887 | 6.68 | % | |||||||||
| Janus Henderson Mid Cap Value Fund
– |
Wells Fargo Clearing Services LLC |
45,909.157 | 16.51 | % | ||||||||
| Charles Schwab & Co. Inc. |
43,168.212 | 15.52 | % | |||||||||
| LPL Financial |
40,516.368 | 14.57 | % | |||||||||
| Pershing LLC |
32,671.868 | 11.75 | % | |||||||||
| Raymond James |
29,564.125 | 10.63 | % | |||||||||
| American Enterprise Investment Svc. |
19,864.177 | 7.14 | % | |||||||||
| National Financial Services LLC For the Exclusive Benefit of Our Customers Jersey City, NJ |
18,903.057 | 6.80 | % | |||||||||
| Janus Henderson Multi-Sector Income Fund
– |
American Enterprise Investment Svc. |
3,578,234.996 | 26.02 | % | ||||||||
| Wells Fargo Clearing Services LLC Special Custody Acct For the Exclusive Benefit of Customer St. Louis, MO |
2,757,675.082 | 20.06 | % | |||||||||
M-19
| Fund Name and Class | Shareholder Name and Address | Number of Shares |
Percentage of Class Owned | |||||||||
| Charles Schwab & Co. Inc. |
1,613,909.864 | 11.74 | % | |||||||||
| LPL Financial |
1,379,222.02 | 10.03 | % | |||||||||
| Raymond James |
1,074,520.691 | 7.82 | % | |||||||||
| Pershing LLC Jersey City, NJ |
746,899.787 | 5.43 | % | |||||||||
| Janus Henderson Overseas
Fund – |
Morgan Stanley Smith Barney LLC |
29,908.773 | 19.38 | % | ||||||||
| Raymond James |
27,530.332 | 17.84 | % | |||||||||
| Wells Fargo Clearing Services LLC |
22,613.79 | 14.65 | % | |||||||||
| Charles Schwab & Co. Inc. |
21,145.549 | 13.70 | % | |||||||||
| National Financial Services LLC |
12,509.594 | 8.11 | % | |||||||||
| LPL Financial |
9,781.923 | 6.34 | % | |||||||||
| American Enterprise Investment Svc FBO 41999970 Minneapolis, MN |
8,512.012 | 5.52 | % | |||||||||
| Janus Henderson Research
Fund – |
National Financial Services LLC |
28,773.791 | 21.80 | % | ||||||||
| LPL Financial |
22,790.529 | 17.26 | % | |||||||||
| Morgan Stanley Smith Barney LLC |
20,094.67 | 15.22 | % | |||||||||
| Wells Fargo Clearing Services LLC |
18,165.676 | 13.76 | % | |||||||||
| Raymond James |
16,116.786 | 12.21 | % | |||||||||
| American Enterprise Investment Svc FBO 41999970 Minneapolis, MN |
7,907.731 | 5.99 | % | |||||||||
M-20
| Fund Name and Class | Shareholder Name and Address | Number of Shares |
Percentage of Class Owned | |||||||||
| Janus Henderson Short Duration Flexible
Bond Fund – |
Wells Fargo Clearing Services LLC |
744,043.069 | 25.92 | % | ||||||||
| American Enterprise Investment Svc. |
586,103.704 | 20.42 | % | |||||||||
| LPL Financial |
373,054.088 | 13.00 | % | |||||||||
| Pershing LLC |
341,003.296 | 11.88 | % | |||||||||
| Raymond James |
266,858.8 | 9.30 | % | |||||||||
| UBS WM USA 0O0 11011 6100 Spec Cdy A/C Excl Ben Cust UBSFSI Weehawken, NJ |
150,390.373 | 5.24 | % | |||||||||
| Janus Henderson Small Cap Value Fund
– |
American Enterprise Investment Svc. |
87,295.35 | 25.43 | % | ||||||||
| Wells Fargo Clearing Services LLC |
73,072.995 | 22.87 | % | |||||||||
| National Financial Services LLC |
63,471.169 | 17.48 | % | |||||||||
| Raymond James |
24,548.979 | 6.77 | % | |||||||||
| Charles Schwab & Co. Inc. |
16,472.092 | 5.06 | % | |||||||||
| Pershing LLC Jersey City, NJ |
16,453.837 | 5.69 | % | |||||||||
| Janus Henderson Small-Mid Cap Value Fund – |
LPL Financial |
12,746.118 | 34.58 | % | ||||||||
| Pershing LLC |
9,887.901 | 26.82 | % | |||||||||
| National Financial Services LLC |
7,977.218 | 21.64 | % | |||||||||
| Charles Schwab & Co. Inc. |
4,238.52 | 11.50 | % | |||||||||
| Raymond James House Acct Firm #92500015 Omnibus for Mutual Funds St. Petersburg, FL |
2,013.705 | 5.46 | % | |||||||||
M-21
| Fund Name and Class | Shareholder Name and Address | Number of Shares |
Percentage of Class Owned | |||||||||
| Janus Henderson Triton
Fund – |
American Enterprise Investment Svc |
233,305.813 | 57.45 | % | ||||||||
| LPL Financial |
41,884.188 | 10.31 | % | |||||||||
| Charles Schwab & Co. Inc. Special Custody Account FBO Customers San Francisco, CA |
40,278.8 | 9.92 | % | |||||||||
| Janus Henderson Venture
Fund – |
American Enterprise Investment Svc |
6,961.73 | 38.29 | % | ||||||||
| Morgan Stanley Smith Barney LLC |
3,867.887 | 21.27 | % | |||||||||
| Raymond James |
1,851.5 | 10.18 | % | |||||||||
| Pershing LLC |
1,627.651 | 8.95 | % | |||||||||
| LPL Financial Omnibus Customer Account San Diego, CA |
1561.975 | 8.59 | % | |||||||||
| Janus Henderson Absolute
Return Income Opportunities Fund – |
LPL Financial |
351,075.376 | 23.71 | % | ||||||||
| Charles Schwab & Co. Inc. |
312,760.093 | 21.12 | % | |||||||||
| Pershing LLC |
197,581.14 | 13.34 | % | |||||||||
| Morgan Stanley Smith Barney LLC |
158,532.206 | 10.70 | % | |||||||||
| UBS WM USA |
148,571.757 | 10.03 | % | |||||||||
| National Financial Services LLC For the Exclusive Benefit of Our Customers San Francisco, CA |
110,164.127 | 7.44 | % | |||||||||
| Janus Henderson Adaptive Risk
Managed U.S. Equity Fund – |
American Enterprise Investment Svc. |
786,469.141 | 18.34 | % | ||||||||
| Charles Schwab & Co Inc. |
782,131.448 | 18.24 | % | |||||||||
| National Financial Services LLC |
601,495.228 | 14.03 | % | |||||||||
| LPL Financial A/C 1000-0005 San Diego, CA |
330,093.585 | 7.70 | % | |||||||||
M-22
| Fund Name and Class | Shareholder Name and Address | Number of Shares |
Percentage of Class Owned | |||||||||
| Merrill Lynch Pierce Fenner & Smith, Inc. |
319,263.973 | 7.45 | % | |||||||||
| Wells Fargo Clearing Services LLC |
277,115.858 | 6.46 | % | |||||||||
| Morgan Stanley Smith Barney LLC For the Exclusive Benefit of its Customers New York, NY |
223,219.972 | 5.21 | % | |||||||||
| Janus Henderson Balanced Fund
– |
Charles Schwab & Co. Inc. |
95,314,145.844 | 35.01 | % | ||||||||
| National Financial Services LLC |
25,247,134.422 | 9.27 | % | |||||||||
| American Enterprise Investment Svc |
22,597,469.694 | 8.30 | % | |||||||||
| Merrill Lynch, Pierce, Fenner & Smith, Inc. |
20,826,222.195 | 7.65 | % | |||||||||
| LPL Financial |
19,548,191.787 | 7.18 | % | |||||||||
| Morgan Stanley Smith Barney LLC |
17,023,760.423 | 6.25 | % | |||||||||
| Raymond James House Acct Firm #92500015 Omnibus for Mutual Funds St. Petersburg, FL |
16,214,845.781 | 5.96 | % | |||||||||
| Janus Henderson Contrarian Fund
– |
American Enterprise Investment Svc |
4,779,135.295 | 21.15 | % | ||||||||
| Charles Schwab & Co. Inc. |
3,276,881.333 | 14.51 | % | |||||||||
| Raymond James |
3,169,724.452 | 14.03 | % | |||||||||
| National Financial Services LLC |
2,557,345.756 | 11.32 | % | |||||||||
| LPL Financial |
2,499,237.368 | 11.06 | % | |||||||||
| Pershing LLC |
2,096,945.572 | 9.28 | % | |||||||||
| UBS WM USA 0O0 11011 6100 Spec Cdy A/C Excl Ben Cust USBSFSI Weehawken, NJ |
1,148,622.206 | 5.08 | % | |||||||||
|
Janus Henderson Developed World Bond Fund – |
National Financial Services LLC For Exclusive Benefit of Our Cust Jersey City, NJ |
15,710,462.684 | 33.50 | % | ||||||||
M-23
| Fund Name and Class | Shareholder Name and Address | Number of Shares |
Percentage of Class Owned | |||||||||
| Charles Schwab & Company Inc. |
6,500,518.312 | 13.86 | % | |||||||||
| Morgan Stanley Smith Barney LLC |
5,733,746.205 | 12.23 | % | |||||||||
| American Enterprise Investment Svc. |
3,347,810.426 | 7.14 | % | |||||||||
| UBS WM USA |
2,882,271.407 | 6.15 | % | |||||||||
| Merrill Lynch Pierce Fenner & Smith, Inc. |
2,837,359.567 | 6.05 | % | |||||||||
| Pershing LLC Jersey City, NJ |
2,609,388.945 | 5.56 | % | |||||||||
| Janus Henderson Enterprise Fund
– |
Charles Schwab & Co. Inc. |
10,749,550.368 | 16.02 | % | ||||||||
| National Financial Services LLC |
9,754,793.239 | 14.54 | % | |||||||||
| LPL Financial |
9,698,698.691 | 14.45 | % | |||||||||
| Raymond James |
8,751,113.068 | 13.04 | % | |||||||||
| American Enterprise Investment Svc |
5,929,740.982 | 8.84 | % | |||||||||
| Pershing LLC Jersey City, NJ |
3,951,227.339 | 5.89 | % | |||||||||
| Janus Henderson European Focus Fund
– |
Morgan Stanley Smith Barney LLC |
1,772,766.414 | 26.20 | % | ||||||||
| National Financial Services LLC |
1,173,495.135 | 17.34 | % | |||||||||
| Merrill Lynch, Pierce, Fenner & Smith, Inc. |
903,427.63 | 13.35 | % | |||||||||
| Charles Schwab & Co. Inc. |
814,991.931 | 12.05 | % | |||||||||
| Wells Fargo Clearing Services LLC |
496,219.943 | 7.33 | % | |||||||||
| UBS WM USA 0O0 11011 6100 Omni Account M/F Weehawken, NJ |
437,442.017 | 6.47 | % | |||||||||
M-24
| Fund Name and Class | Shareholder Name and Address | Number of Shares |
Percentage of Class Owned | |||||||||
| Janus
Henderson Flexible Bond Fund – |
National Financial Services LLC For the Exclusive Benefit of Our Customers Jersey City, NJ |
15,580,486.406 | 12.17 | % | ||||||||
| Morgan Stanley Smith Barney LLC |
14,140,368.102 | 11.05 | % | |||||||||
| American Enterprise Investment Svc. |
13,742,061.059 | 10.73 | % | |||||||||
| Charles Schwab & Co. Inc. |
9,727,226.923 | 7.60 | % | |||||||||
| The Northern Trust Company As Custodian |
9,609,152.746 | 7.51 | % | |||||||||
| Trukan & Co |
8,556,074.363 | 6.68 | % | |||||||||
| LPL Financial |
7,579,886.475 | 5.92 | % | |||||||||
| UBS WM USA |
6,911,428.215 | 5.40 | % | |||||||||
| Wells Fargo Clearing Services LLC Special Custody Acct For the Exclusive Benefit of Customer St. Louis, MO |
6,733,236.804 | 5.26 | % | |||||||||
| Janus Henderson Forty
Fund – |
Morgan Stanley Smith Barney LLC |
5,811,748.294 | 14.44 | % | ||||||||
| Raymond James |
5,373,206.331 | 13.35 | % | |||||||||
| American Enterprise Investment Svc |
5,087,974.957 | 12.64 | % | |||||||||
| Merrill Lynch, Pierce, Fenner & Smith, Inc. |
4,682,374.137 | 11.64 | % | |||||||||
| Charles Schwab & Co. Inc. |
4,624,240.162 | 11.49 | % | |||||||||
| National Financial Services LLC |
3,672,381.436 | 9.13 | % | |||||||||
| Pershing LLC |
2,272,516.746 | 5.65 | % | |||||||||
| LPL Financial Omnibus Customer Account San Diego, CA |
2,236,703.431 | 5.56 | % | |||||||||
|
Janus Henderson Global Allocation Fund – Conservative – |
National Financial Services LLC For the Exclusive Benefit of Our Customers Jersey City, NJ |
73,408.126 | 43.55 | % | ||||||||
M-25
| Fund Name and Class | Shareholder Name and Address | Number of Shares |
Percentage of Class Owned | |||||||||
| American Enterprise Investment Svc. |
30,468.594 | 18.07 | % | |||||||||
| LPL Financial |
28,422.492 | 16.86 | % | |||||||||
| Matrix Trust Company Cust |
15,753.672 | 9.35 | % | |||||||||
| Charles Schwab & Co. Inc. Exclusive Benefit of Our Customers Reinvest Account San Francisco, CA |
8,771.524 | 5.20 | % | |||||||||
| Janus Henderson Global
Allocation Fund – |
Mid Atlantic Trust Company |
720,640.614 | 66.83 | % | ||||||||
| National Financial Services LLC |
93,337.618 | 8.66 | % | |||||||||
| American Enterprise Investment Svc. FBO 41999970 Minneapolis, MN |
84,907.415 | 7.87 | % | |||||||||
| Janus Henderson Global
Allocation Fund – Moderate – |
Matrix Trust Company Cust |
56,543.322 | 19.06 | % | ||||||||
| American Enterprise Investment Svc. |
44,478.67 | 14.99 | % | |||||||||
| LPL Financial |
31,873.941 | 10.74 | % | |||||||||
| Wells Fargo Clearing Services LLC |
31,737.079 | 10.70 | % | |||||||||
| UBS WM USA |
26,047.236 | 8.78 | % | |||||||||
| National Financial Services LLC |
24,069.645 | 8.11 | % | |||||||||
| Matrix Trust Company Custodian |
21,266.744 | 7.17 | % | |||||||||
| Pershing LLC |
16,915.144 | 5.70 | % | |||||||||
| Charles Schwab & Co. Inc. |
16,248.827 | 5.48 | % | |||||||||
| Charles Schwab & Co. Inc. Special Custody Acct. FBO Customers San Francisco, CA |
14,980.081 | 5.05 | % | |||||||||
M-26
| Fund Name and Class | Shareholder Name and Address | Number of Shares |
Percentage of Class Owned | |||||||||
| Janus Henderson Global Equity Income Fund
– |
Raymond James |
108,016,693.007 | 14.76 | % | ||||||||
| National Financial Services LLC |
93,993,047.59 | 12.84 | % | |||||||||
| Morgan Stanley Smith Barney LLC |
83,598,703.24 | 11.42 | % | |||||||||
| Charles Schwab & Company Inc. |
73,638,390.752 | 10.06 | % | |||||||||
| American Enterprise Investment Svc |
70,244,524.017 | 9.60 | % | |||||||||
| Charles Schwab & Co. Inc. |
47,612,799.000 | 6.51 | % | |||||||||
| LPL Financial |
43,771,314.553 | 5.98 | % | |||||||||
| UBS WM USA |
42,432,820.046 | 5.80 | % | |||||||||
| Merrill Lynch, Pierce, Fenner & Smith, Inc. |
41,495,844.783 | 5.67 | % | |||||||||
| Wells Fargo Clearing Services LLC Special Custody Account For the Exclusive Benefit of Customer St. Louis, MO |
36,686,643.334 | 5.01 | % | |||||||||
| Janus Henderson Global Life Sciences Fund
– |
Merrill Lynch, Pierce, Fenner & Smith, Inc. |
3,984,163.66 | 19.59 | % | ||||||||
| Charles Schwab & Co. Inc. |
2,701,544.59 | 13.28 | % | |||||||||
| American Enterprise Investment Svc |
2,128,195.081 | 10.46 | % | |||||||||
| Morgan Stanley Smith Barney LLC |
2,071,955.539 | 10.19 | % | |||||||||
| National Financial Services LLC |
2,048,261.48 | 10.07 | % | |||||||||
| LPL Financial |
1,473,861.879 | 7.25 | % | |||||||||
| Pershing LLC Jersey City, NJ |
1,082,378.234 | 5.32 | % | |||||||||
|
Janus Henderson Global Real Estate Fund – |
National Financial Services LLC For the Exclusive Benefit of Our Customers Jersey City, NJ |
3,969,649.886 | 30.54 | % | ||||||||
M-27
| Fund Name and Class | Shareholder Name and Address | Number of Shares |
Percentage of Class Owned | |||||||||
| LPL Financial |
3,570,370.342 | 27.47 | % | |||||||||
| Maril & Co. |
1,891,416.031 | 14.55 | % | |||||||||
| Charles Schwab & Co. Inc. Exclusive Benefit of Our Customers Reinvest Account San Francisco, CA |
1,730,773.998 | 13.31 | % | |||||||||
| Janus Henderson Global Research Fund
– |
Charles Schwab & Co. Inc. |
428,317.315 | 18.89 | % | ||||||||
| National Financial Services LLC |
353,772.445 | 15.60 | % | |||||||||
| American Enterprise Investment Svc |
249,072.54 | 10.98 | % | |||||||||
| Pershing LLC |
188,551.198 | 8.32 | % | |||||||||
| Morgan Stanley Smith Barney LLC For the Exclusive Benefit of Its Customers New York, NY |
168,517.961 | 7.43 | % | |||||||||
| Janus Henderson Global Select
Fund – |
Pershing LLC |
2,140,070.212 | 31.42 | % | ||||||||
| National Financial Services LLC |
1,135,817.236 | 16.67 | % | |||||||||
| Charles Schwab & Co. Inc. |
710,125.089 | 10.42 | % | |||||||||
| LPL Financial |
593,027.21 | 8.71 | % | |||||||||
| Raymond James |
461,520.762 | 6.78 | % | |||||||||
| Wells Fargo Clearing Services LLC Special Custody Account For the Exclusive Benefit of Customer St. Louis, MO |
436,121.393 | 6.40 | % | |||||||||
| Janus
Henderson Global Sustainable Equity Fund – |
National Financial Services LLC For the Exclusive Benefit of Our Customers Jersey City, NJ |
2,014,218.902 | 94.74 | % | ||||||||
| Janus Henderson Global Technology and
Innovation Fund – |
Charles Schwab & Co. Inc. |
3,593,099.594 | 18.20 | % | ||||||||
| National Financial Services LLC |
2,473,261.149 | 12.53 | % | |||||||||
| Pershing LLC Jersey City, NJ |
1,920,294.737 | 9.73 | % | |||||||||
M-28
| Fund Name and Class | Shareholder Name and Address | Number of Shares |
Percentage of Class Owned | |||||||||
| Morgan Stanley Smith Barney LLC |
1,776,333.759 | 9.00 | % | |||||||||
| Merrill Lynch, Pierce, Fenner & Smith, Inc. |
1,534,850.896 | 7.78 | % | |||||||||
| American Enterprise Investment Svc |
1,384,598.613 | 7.01 | % | |||||||||
| LPL Financial Omnibus Customer Account San Diego, CA |
1,330,855.509 | 6.74 | % | |||||||||
|
Janus Henderson Government Money Market Fund – American Cancer Society Support – Class I Shares |
JPMorgan Stanley |
25,221,074.76 | 62.54 | % | ||||||||
| Janus Henderson US Investors US LLC Denver, CO |
15,050,994.75 | 37.32 | %* | |||||||||
| Janus Henderson Growth and Income Fund
– |
Morgan Stanley Smith Barney LLC |
950,067.78 | 17.76 | % | ||||||||
| Charles Schwab & Co. Inc. |
876,557.833 | 16.38 | % | |||||||||
| American Enterprise Investment Svc |
687,730.223 | 12.85 | % | |||||||||
| National Financial Services LLC |
660,266.964 | 12.34 | % | |||||||||
| Raymond James |
391,460.297 | 7.32 | % | |||||||||
| Pershing LLC |
326,691.358 | 6.11 | % | |||||||||
| Merrill Lynch, Pierce, Fenner & Smith, Inc. For the Sole Benefit of Customers Jacksonville, FL |
324,104.016 | 6.06 | % | |||||||||
| Janus Henderson High-Yield Fund
– |
National Financial Services LLC |
7,628,257.146 | 39.16 | % | ||||||||
| Pershing LLC |
5,079,264.403 | 26.08 | % | |||||||||
| Charles Schwab & Co. Inc. Exclusive Benefit of Our Customers Reinvest Account San Francisco, CA |
3,598,009.394 | 18.47 | % | |||||||||
| Janus Henderson International Dividend
Fund – |
National Financial Services LLC |
2,139,022.829 | 25.22 | % | ||||||||
| Raymond James |
1,588,167.225 | 18.72 | % | |||||||||
| UBS WM USA 0O0 11011 6100 Omni Account M/F Weehawken, NJ |
1,156,546.157 | 13.63 | % | |||||||||
M-29
| Fund Name and Class | Shareholder Name and Address | Number of Shares |
Percentage of Class Owned | |||||||||
| LPL Financial |
708,469.956 | 8.35 | % | |||||||||
| Pershing LLC |
699,481.418 | 8.25 | % | |||||||||
| RBC Capital Markets, LLC |
581,940.753 | 6.86 | % | |||||||||
| Charles Schwab & Co. Inc. |
498,088.962 | 5.87 | % | |||||||||
| Morgan Stanley Smith Barney LLC For the Exclusive Benefit of its Customers New York, NY |
425,746.325 | 5.02 | % | |||||||||
| Janus Henderson Mid Cap Value Fund
– |
Charles Schwab & Co. Inc. |
2,771,112.316 | 21.67 | % | ||||||||
| Wells Fargo Clearing Services LLC |
1,503,167.65 | 11.75 | % | |||||||||
| National Financial Services LLC |
1,211,944.778 | 9.48 | % | |||||||||
| Pershing LLC |
1,116,739.579 | 8.73 | % | |||||||||
| Raymond James |
988,916.379 | 7.73 | % | |||||||||
| LPL Financial |
897,074.331 | 7.01 | % | |||||||||
| UBS WM USA |
728,261.907 | 5.69 | % | |||||||||
| American Enterprise Investment Svc. FBO 41999970 Minneapolis, MN |
646,592.247 | 5.06 | % | |||||||||
| Janus Henderson Multi-Sector Income Fund
– |
American Enterprise Investment Svc. |
192,638,621.289 | 27.92 | % | ||||||||
| Charles Schwab & Co. Inc. |
124,255,415.687 | 18.01 | % | |||||||||
| LPL Financial |
89,169,809.666 | 12.93 | % | |||||||||
| National Financial Services LLC |
79,746,161.34 | 11.56 | % | |||||||||
| UBS WM USA 0O0 11011 6100 Spec Cdy A/C Excl Ben Cust UBSFSI Weehawken, NJ |
38,179,876.725 | 5.53 | % | |||||||||
M-30
| Fund Name and Class | Shareholder Name and Address | Number of Shares |
Percentage of Class Owned | |||||||||
| Raymond James House Acct Firm #92500015 Omnibus for Mutual Funds St. Petersburg, FL |
38,058,253.796 | 5.52 | % | |||||||||
| Janus Henderson Overseas
Fund – |
Charles Schwab & Co. Inc. |
5,242,723.489 | 18.98 | % | ||||||||
| Morgan Stanley Smith Barney LLC |
3,543,655.027 | 12.83 | % | |||||||||
| American Enterprise Investment Svc |
3,129,832.15 | 11.33 | % | |||||||||
| National Financial Services LLC |
2,670,390.739 | 9.66 | % | |||||||||
| Pershing LLC |
1,806,917.488 | 6.54 | % | |||||||||
| LPL Financial |
1,673,601.293 | 6.06 | % | |||||||||
| Raymond James House Acct Firm #92500015 Omnibus for Mutual Funds St. Petersburg, FL |
1,398,990.511 | 5.06 | % | |||||||||
| Janus Henderson Research
Fund – |
National Financial Services LLC |
9,881,546.463 | 55.01 | % | ||||||||
| Charles Schwab & Co. Inc. |
2,261,813.666 | 12.59 | % | |||||||||
| Morgan Stanley Smith Barney LLC For the Exclusive Benefit of Its Customers New York, NY |
1,197,645.634 | 6.67 | % | |||||||||
| Janus Henderson Short Duration Flexible
Bond Fund – |
National Financial Services LLC |
59,360,844.888 | 54.04 | % | ||||||||
| Pershing LLC |
14,758,206.698 | 13.44 | % | |||||||||
| Charles Schwab & Co. Inc. |
7,233,504.741 | 6.59 | % | |||||||||
| American Enterprise Investment Svc. FBO 41999970 Minneapolis, MN |
6,941,073.956 | 6.32 | % | |||||||||
| Janus Henderson Small Cap Value Fund
– |
Wells Fargo Clearing Services LLC |
2,464,381.367 | 20.77 | % | ||||||||
| Charles Schwab & Co. Inc. |
2,099,774.385 | 17.70 | % | |||||||||
| American Enterprise Investment Svc. FBO 41999970 Minneapolis, MN |
1,540,999.589 | 12.99 | % | |||||||||
M-31
| Fund Name and Class | Shareholder Name and Address | Number of Shares |
Percentage of Class Owned | |||||||||
| National Financial Services LLC |
1,454,614.23 | 12.26 | % | |||||||||
| Raymond James |
1,019,329.537 | 8.59 | % | |||||||||
| LPL Financial Omnibus Customer Account San Diego, CA |
790,371.709 | 6.66 | % | |||||||||
| Janus Henderson Small-Mid Cap Value Fund – |
Charles Schwab & Co. Inc. |
193,279.762 | 44.47 | % | ||||||||
| National Financial Services LLC |
127,706.398 | 29.39 | % | |||||||||
| Pershing LLC Jersey City, NJ |
34,110.437 | 7.85 | % | |||||||||
| Janus Henderson Triton
Fund – |
National Financial Services LLC |
4,020,284.534 | 17.68 | % | ||||||||
| Charles Schwab & Co. Inc. |
3,218,390.663 | 14.15 | % | |||||||||
| Merrill Lynch, Pierce, Fenner & Smith, Inc. |
2,302,017.518 | 10.12 | % | |||||||||
| American Enterprise Investment Svc |
2,152,561.647 | 9.46 | % | |||||||||
| Wells Fargo Clearing Services LLC Special Custody Account For the Exclusive Benefit of Customer St. Louis, MO |
1,187,281.885 | 5.22 | % | |||||||||
| Janus Henderson U.S. Dividend
Income Fund – |
Janus Henderson US (Holdings) Inc. |
22,095.705 | 41.10 | %* | ||||||||
| National Financial Services LLC |
19,155.788 | 35.63 | % | |||||||||
| Charles Schwab & Co. Inc. Exclusive Benefit of Our Customers Reinvest Account San Francisco, CA |
12,504.54 | 23.26 | % | |||||||||
| Janus Henderson Venture
Fund – |
National Financial Services LLC |
718,752.63 | 27.93 | % | ||||||||
| Charles Schwab & Co. Inc. |
514,898.305 | 20.01 | % | |||||||||
| Morgan Stanley Smith Barney LLC |
284,821.043 | 11.07 | % | |||||||||
| DCGT Trustee &/or Custodian FBO PLIC Various Retirement Plans Omnibus Des Moines, IA |
182,295.687 | 7.08 | % | |||||||||
M-32
| Fund Name and Class | Shareholder Name and Address | Number of Shares |
Percentage of Class Owned | |||||||||
| Janus Henderson Small Cap Value Fund
– |
Charles Schwab & Co. Inc. |
854,214.177 | 26.45 | % | ||||||||
| Vanguard Fiduciary Trust Co. |
392,320.438 | 12.15 | % | |||||||||
| LJP JR Atlanta, GA |
270,613.494 | 8.38 | % | |||||||||
|
Janus Henderson Absolute Return Income Opportunities Fund – |
National Financial Services LLC |
46,599.037 | 83.76 | % | ||||||||
| JP Morgan Securities LLC Omnibus Acct For Exclusive Benefit of Customers Brooklyn, NY |
8,334.547 | 14.98 | % | |||||||||
| Janus Henderson Adaptive Risk Managed U.S.
Equity Fund – |
BNP Paribas RCC |
1,562,398.403 | 40.29 | % | ||||||||
| BNP Paribas RCC |
986,003.429 | 25.43 | % | |||||||||
| National Financial Services LLC |
748,957.234 | 19.31 | % | |||||||||
| BNP Paribas RCC Global Allocation Fund-Conservative Adaptive Risk Managed U.S. Equity Jersey City, NJ |
477,398.442 | 12.31 | % | |||||||||
| Janus Henderson Balanced Fund
– |
National Financial Services LLC |
17,190,235.07 | 32.51 | % | ||||||||
| Merrill Lynch, Pierce, Fenner & Smith, Inc. |
4,890,926.138 | 9.25 | % | |||||||||
| Empower Trust FBO Employee Benefits Clients 401K Greenwood Village, CO |
2,866,064.859 | 5.42 | % | |||||||||
| Janus Henderson Contrarian Fund
– |
National Financial Services LLC |
2,546,082.294 | 65.77 | % | ||||||||
| Ascensus Trust Company |
382,006.475 | 9.87 | % | |||||||||
| Empower Trust |
219,859.955 | 5.68 | % | |||||||||
| Merrill Lynch, Pierce, Fenner & Smith, Inc. For the Sole Benefit of Customers Jacksonville, FL |
197,603.485 | 5.10 | % | |||||||||
| Janus Henderson Developed World Bond Fund
– |
BNP Paribas RCC |
2,276,993.575 | 20.24 | % | ||||||||
| BNP Paribas RCC Global Allocation Fund-Moderate Developed World Bond Omnibus Jersey City, NJ |
2,068,807.254 | 18.39 | % | |||||||||
M-33
| Fund Name and Class | Shareholder Name and Address | Number of Shares |
Percentage of Class Owned | |||||||||
| TIAA Trust, N.A |
1,170,400.741 | 10.40 | % | |||||||||
| National Financial Services LLC |
1,120,839.924 | 9.96 | % | |||||||||
| BNP Paribas RCC |
1,115,365.884 | 9.91 | % | |||||||||
| Empower Trust |
1,076,514.123 | 9.57 | % | |||||||||
| Drivewealth LLC Mutual Omnibus Jersey City, NJ |
732,725.509 | 6.51 | % | |||||||||
| Janus Henderson Enterprise Fund
– |
National Financial Services LLC |
16,257,399.96 | 35.32 | % | ||||||||
| Merrill Lynch, Pierce, Fenner & Smith, Inc. |
3,727,251.417 | 8.10 | % | |||||||||
| DCGT Trustee &/or Custodian FBO PLIC Various Retirement Plans Omnibus Des Moines, IA |
2,933,343.526 | 6.37 | % | |||||||||
| Janus Henderson European Focus Fund
– |
BNP Paribas RCC |
374,368.159 | 43.99 | % | ||||||||
| BNP Paribas RCC |
236,608.944 | 27.80 | % | |||||||||
| BNP Paribas RCC |
114,338.16 | 13.43 | % | |||||||||
| National Financial Services LLC For the Exclusive Benefit of Our Customers Jersey City, NJ |
67,771.131 | 7.96 | % | |||||||||
| Janus Henderson Flexible Bond Fund
– |
National Financial Services LLC |
1,675,313.468 | 44.94 | % | ||||||||
| Edward Jones & Co. For the Exclusive Benefit of Our Customers Jersey City, NJ |
1,600,411.211 | 42.93 | % | |||||||||
| Janus Henderson Forty |
DCGT Trustee &/or Custodian |
2,650,295.225 | 24.47 | % | ||||||||
| National Financial Services LLC |
2,081,498.359 | 19.22 | % | |||||||||
| Merrill Lynch, Pierce, Fenner & Smith, Inc. For the Sole Benefit of Customers Jacksonville, FL |
831,267.939 | 7.68 | % | |||||||||
M-34
| Fund Name and Class | Shareholder Name and Address | Number of Shares |
Percentage of Class Owned | |||||||||
| Voya Retirement Insurance and Annuity Company Windsor, CT |
586,142.751 | 5.41 | % | |||||||||
| Janus Henderson Global Equity Income Fund
– |
National Financial Services LLC |
15,037,390.02 | 24.27 | % | ||||||||
| Merrill Lynch, Pierce, Fenner & Smith, Inc. |
6,974,884.511 | 11.26 | % | |||||||||
| SEI Private Trust Company |
6,488,891.773 | 10.47 | % | |||||||||
| Pershing LLC |
5,859,553.624 | 9.46 | % | |||||||||
| NABank & Co. Tulsa, OK |
3,199,293.925 | 5.16 | % | |||||||||
| Janus Henderson Global Life Sciences Fund
– Class N Shares |
JP Morgan Securities LLC |
1,253,921.059 | 50.39 | % | ||||||||
| National Financial Services LLC For the Exclusive Benefit of Our Customers Jersey City, NJ |
536,368.528 | 21.55 | % | |||||||||
| Janus Henderson Global Real Estate Fund
– Class N Shares |
National Financial Services LLC |
4,057,192.131 | 66.40 | % | ||||||||
| Charles Schwab & Co. Inc. |
1,153,481.218 | 18.88 | % | |||||||||
| Charles Schwab & Co. Inc. Special Custody Account FBO Customers San Francisco, CA |
483,863.427 | 7.92 | % | |||||||||
| Janus Henderson Global Research Fund
– |
Reliance Trust Company |
329,032.501 | 38.68 | % | ||||||||
| National Financial Services LLC |
251,050.139 | 29.52 | % | |||||||||
| Pension Trust Fund IBEW Local Union #479 Beaumont, TX |
73,539.615 | 8.65 | % | |||||||||
| Janus Henderson Global Select Fund
– |
National Financial Services LLC |
1,074,200.126 | 51.19 | % | ||||||||
| Charles Schwab & Co. Inc. |
269,014.903 | 12.82 | % | |||||||||
| Empower Trust |
180,924.292 | 8.62 | % | |||||||||
| Voya Institutional Trust Co. |
150,440.31 | 7.17 | % | |||||||||
| DCGT Trustee &/or Custodian FBO PLIC Various Retirement Plans Omnibus Des Moines, IA |
126,832.31 | 6.04 | % | |||||||||
M-35
| Fund Name and Class | Shareholder Name and Address | Number of Shares |
Percentage of Class Owned | |||||||||
| Janus Henderson Global Sustainable Equity
Fund – |
National Financial Services LLC |
111,235.25 | 85.76 | % | ||||||||
| LPL Financial Omnibus Customer Account San Diego, CA |
13,249.163 | 10.22 | % | |||||||||
| Janus Henderson Global
Technology and Innovation Fund – |
National Financial Services LLC |
1,756,497.679 | 29.69 | % | ||||||||
| Empower Trust |
956,924.587 | 16.17 | % | |||||||||
| Nationwide Trust Company FSB |
552,808.503 | 9.34 | % | |||||||||
| State Street Bank & Trust as Cust FBO ADP Access Product Boston, MA |
335,631.067 | 5.67 | % | |||||||||
|
Janus Henderson Government Money Market Fund – American Cancer Society Support – Class N Shares |
Janus Henderson US (Holdings) Inc. |
5,023,376.71 | 58.77 | %* | ||||||||
| National Financial Services LLC For the Exclusive Benefit of Our Customers Jersey City, NJ |
3,513,246.68 | 41.10 | % | |||||||||
| Janus Henderson Growth and Income Fund
– |
National Financial Services LLC |
650,771.081 | 33.24 | % | ||||||||
| BNP Paribas RCC |
332,232.799 | 16.97 | % | |||||||||
| Empower Trust BNP Paribas RCC |
223,970.73 | 11.44 | % | |||||||||
| BNP Paribas RCC |
209,683.193 | 10.71 | % | |||||||||
| Ascensus Trust Company |
197,292.802 | 10.08 | % | |||||||||
| BNP Paribas RCC Global Allocation Fund – Conservative Growth and Income Omnibus Account Jersey City, NJ |
101,505.028 | 5.19 | % | |||||||||
| Janus Henderson High-Yield Fund
– |
National Financial Services LLC |
2,349,766.64 | 66.57 | % | ||||||||
| Empower Trust |
331,819.076 | 9.40 | % | |||||||||
| Mid Atlantic Trust Company FBO Sentry Life Insurance Company 401K Greenwood Village, CO |
180,675.946 | 5.12 | % | |||||||||
|
Janus Henderson International Dividend Fund – |
National Financial Services LLC For the Exclusive Benefit of Our Customers Jersey City, NJ |
146,504.698 | 75.90 | % | ||||||||
M-36
| Fund Name and Class | Shareholder Name and Address | Number of Shares |
Percentage of Class Owned | |||||||||
| Empower Trust FBO Employee Benefits Clients 401K Greenwood Village, CO |
17,762.914 | 9.20 | % | |||||||||
| Janus Henderson Mid Cap Value
Fund – |
National Financial Services LLC |
4,388,238.53 | 28.80 | % | ||||||||
| Associated Trust Company |
2,753,770.73 | 18.07 | % | |||||||||
| Edward D Jones & Co. For the Benefit of Customers St. Louis, MO |
2,589,216.829 | 16.99 | % | |||||||||
| Janus Henderson Multi-Sector Income
Fund – |
National Financial Services LLC |
5,477,735.237 | 32.45 | % | ||||||||
| Empower Trust |
2,100,809.498 | 12.45 | % | |||||||||
| DCGT Trustee & or Custodian |
1,581,615.166 | 9.37 | % | |||||||||
| Northern TrustCo |
962,436.748 | 5.70 | % | |||||||||
| Edward Jones & Co For the Benefit of Customers Saint Louis, MO |
891,567.124 | 5.28 | % | |||||||||
| Janus Henderson Overseas Fund – Class N Shares |
Capinco |
3,577,490.535 | 30.76 | % | ||||||||
| National Financial Services LLC |
1,866,987.054 | 16.05 | % | |||||||||
| BNP Paribas RCC Global Allocation Fund – Growth Overseas Fund Omnibus Account Jersey City, NJ |
642,324.137 | 5.52 | % | |||||||||
| Janus Henderson Research
Fund – |
Mid Atlantic Trust Company |
1,837,355.464 | 29.45 | % | ||||||||
| John Hancock Trust Company LLC |
1,584,948.772 | 25.41 | % | |||||||||
| National Financial Services LLC |
1,099,047.124 | 17.62 | % | |||||||||
| BNP Paribas RCC Global Allocation Fund – Growth Research Fund Omnibus Account Jersey City, NJ |
331,049.644 | 5.31 | % | |||||||||
|
Janus Henderson Short Duration Flexible Bond Fund – |
National Financial Services LLC |
1,675,313.468 | 44.94 | % | ||||||||
| Edward D Jones & Co. For the Benefit of Customers St. Louis, MO |
1,600,411.211 | 42.93 | % | |||||||||
|
Janus Henderson Small Cap Value Fund – |
National Financial Services LLC For the Exclusive Benefit of Our Customers Jersey City, NJ |
4,033,876.278 | 24.15 | % | ||||||||
M-37
| Fund Name and Class | Shareholder Name and Address | Number of Shares |
Percentage of Class Owned | |||||||||
| SEI Private Trust Company |
1,444,322.292 | 8.65 | % | |||||||||
| OK Pub Emp Ret Sys Brd of Trustees |
1,278,733.203 | 7.66 | % | |||||||||
| Merrill Lynch Pierce Fenner & Smith Inc. |
981,750.953 | 5.88 | % | |||||||||
| MAC & CO |
961,863.669 | 5.76 | % | |||||||||
| Maril & Co FBO JH C/O Reliance Trust Company Milwaukee, WI |
892,653.344 | 5.34 | % | |||||||||
| Janus Henderson Small-Mid Cap Value Fund – |
National Financial Services LLC |
309,944.721 | 40.00 | % | ||||||||
| Voya Institutional Trust Company |
187,486.582 | 24.20 | % | |||||||||
| State Street Bank & Trust As Cust |
152,022.769 | 19.62 | % | |||||||||
| BNP Paribas RCC Global Allocation Fund – Growth Small Mid Cap Value Omnibus Jersey City, NJ |
42,973.633 | 5.55 | % | |||||||||
| Janus Henderson Triton Fund – Class N Shares |
National Financial Services LLC |
21,000,432.2 | 25.80 | % | ||||||||
| State Street Bank & Trust as Cust |
9,305,704.828 | 11.43 | % | |||||||||
| DCGT Trustee &/or Custodian |
9,217,776.549 | 11.32 | % | |||||||||
| Great-West Trust Company LLC Greenwood Village, CO |
4,885,541.952 | 6.00 | % | |||||||||
| Janus Henderson U.S. Dividend Income Fund
– |
BNP Paribas RCC |
571,604.106 | 37.34 | % | ||||||||
| National Financial Services LLC |
401,095.177 | 26.20 | % | |||||||||
| BNP Paribas RCC |
360,624.685 | 23.56 | % | |||||||||
| BNP Paribas RCC Global Allocation Fund – Conservative Emerging Markets Omnibus Account Jersey City, NJ |
175,209.908 | 11.45 | % | |||||||||
|
Janus Henderson Venture Fund – |
Empower Trust FBO Employee Benefits Clients 401K Greenwood Village, CO |
1,165,234.957 | 23.18 | % | ||||||||
M-38
| Fund Name and Class | Shareholder Name and Address | Number of Shares |
Percentage of Class Owned | |||||||||
| National Financial Services LLC |
761,727.017 | 15.15 | % | |||||||||
| Empower Trust |
401,178.096 | 7.98 | % | |||||||||
| Empower Trust |
291,240.589 | 5.79 | % | |||||||||
| Charles Schwab & Co. Inc. Special Custody Account FBO Customers San Francisco, CA |
288,848.444 | 5.75 | % | |||||||||
|
Janus Henderson Absolute Return Income Opportunities Fund – |
Sammons Financial Network LLC |
34,756.189 | 89.75 | % | ||||||||
| Raymond James House Acct Firm #92500015 Omnibus for Mutual Funds St. Petersburg, FL |
3,966.996 | 10.24 | % | |||||||||
| Janus Henderson Balanced Fund – Class R Shares |
Sammons Financial Network LLC |
3,061,186.942 | 34.56 | % | ||||||||
| Voya Institutional Trust Company |
2,640,894.437 | 29.81 | % | |||||||||
| State Street Bank & Trust as Cust |
741,860.247 | 8.37 | % | |||||||||
| Talcott Resolution Life Ins. Company Separate Account DC IV Hartford, CT |
658,323.177 | 7.43 | % | |||||||||
| Janus Henderson Contrarian Fund
– |
State Street Bank & Trust as Cust |
34,427.996 | 38.61 | % | ||||||||
| Empower Trust Company LLC. |
11,446.179 | 12.84 | % | |||||||||
| Matrix Trust Company Cust |
6,385.774 | 7.16 | % | |||||||||
| Ascensus Trust Company |
5,938.431 | 6.66 | % | |||||||||
| Matrix Trust Company Trustee FBO Justicorp Savings Denver, CO |
4,992.482 | 5.60 | % | |||||||||
| Janus Henderson Enterprise
Fund – |
Sammons Financial Network LLC |
329,796.481 | 43.61 | % | ||||||||
| State Street Bank & Trust as Cust |
79,554.681 | 10.52 | % | |||||||||
| Talcott Resolution Life Ins. Company Separate Account DC IV Hartford, CT |
62,291.641 | 8.24 | % | |||||||||
|
Janus Henderson Flexible Bond Fund – Class R Shares |
Sammons Financial Network LLC West Des Moines, IA |
489,215.762 | 40.30 | % | ||||||||
M-39
| Fund Name and Class | Shareholder Name and Address | Number of Shares |
Percentage of Class Owned | |||||||||
| Voya Institutional Trust Company Windsor, CT |
393,157.172 | 32.39 | % | |||||||||
| Janus Henderson Forty
Fund – |
Talcott Resolution Life Ins. Company |
887,189.453 | 44.82 | % | ||||||||
| State Street Bank & Trust as Cust |
385,707.742 | 19.49 | % | |||||||||
| MKW TR Equitable Life for Separate Acct XX On Behalf of Various 401(K) Expediter Plans Secaucus, NJ |
106,850.85 | 5.40 | % | |||||||||
| Janus
Henderson Global Research Fund – |
Sammons Financial Network LLC |
80,044.464 | 91.43 | % | ||||||||
| Janus Henderson Global Select
Fund – |
Empower Trust Company |
70,790.99 | 77.54 | % | ||||||||
| Pershing LLC Jersey City, NJ |
8,097.55 | 8.87 | % | |||||||||
|
Janus Henderson Global Sustainable Equity Fund – |
Janus Henderson US (Holdings) Inc. |
3,969.346 | 77.38 | %* | ||||||||
| State Street Bank & Trust as Cust FBO ADP Access Product Boston, MA |
1,160.511 | 22.62 | % | |||||||||
| Janus Henderson Growth and Income
Fund – |
State Street Bank & Trust as Cust |
16,185.749 | 24.72 | % | ||||||||
| American United Life Ins. Co. |
11,983.671 | 18.30 | % | |||||||||
| Empower Trust Company |
9,230.632 | 14.09 | % | |||||||||
| Matrix Trust Company Cust FBO Retirement Clearinghouse Omnibus IRA Denver, CO |
7,078.345 | 10.81 | % | |||||||||
| Janus Henderson High-Yield
Fund – |
State Street Bank & Trust As Cust |
145,294.884 | 63.34 | % | ||||||||
| Empower Trust Company LLC FBO PlanPremier Rtmt Plans Omnibus Greenwood Village, CO |
52,834.124 | 23.03 | % | |||||||||
| Janus Henderson Mid Cap Value
Fund – |
Sammons Financial Network LLC |
1,087,332.475 | 52.32 | % | ||||||||
| Empower Trust Company LLC |
211,072.588 | 10.16 | % | |||||||||
| Talcott Resolution Life Ins Company |
195,756.721 | 9.42 | % | |||||||||
| State Street Bank & Trust As Cust FBO ADP Access Product Boston, MA |
144,656.99 | 6.96 | % | |||||||||
M-40
| Fund Name and Class | Shareholder Name and Address | Number of Shares |
Percentage of Class Owned | |||||||||
| Janus Henderson Overseas
Fund – |
State Street Bank & Trust as Cust |
123,012.698 | 30.08 | % | ||||||||
| Talcott Resolution Life Ins. Company |
120,260.681 | 29.41 | % | |||||||||
| Sammons Financial Network LLC |
37,750.865 | 9.23 | % | |||||||||
| Voya Institutional Trust Company Windsor, CT |
21,745.685 | 5.32 | % | |||||||||
| Janus Henderson Research
Fund – |
Sammons Financial Network LLC |
32,175.871 | 51.80 | % | ||||||||
| State Street Bank & Trust as Cust |
9,117.54 | 14.68 | % | |||||||||
| DCGT Trustee &/or Custodian |
4,424.027 | 7.12 | % | |||||||||
| Merrill Lynch Jacksonville, FL |
3,661.095 | 5.89 | % | |||||||||
| Janus Henderson Small Cap
Value Fund – |
Sammons Financial Network LLC |
1,719,029.754 | 82.41 | % | ||||||||
| Empower Trust Company LLC |
135,150.743 | 6.48 | % | |||||||||
| State Street Bank & Trust As Cust FBO ADP Access Product Boston, MA |
130,099.939 | 6.24 | % | |||||||||
| Janus Henderson Triton
Fund – |
Sammons Financial Network LLC |
2,106,238.815 | 27.98 | % | ||||||||
| State Street Bank & Trust as Cust |
2,034,163.443 | 27.02 | % | |||||||||
| DCGT Trustee &/or Custodian |
572,365.469 | 7.60 | % | |||||||||
| Charles Schwab & Co. Inc. |
524,498.082 | 6.97 | % | |||||||||
| National Financial Services LLC For the Exclusive Benefit of Our Customers Jersey City, NJ |
436,555.797 | 5.80 | % | |||||||||
| Janus
Henderson Absolute Return Income Opportunities Fund – |
UMB Bank NA FBO Fiduciary for Various Retirement Programs Topeka, KS |
50,199.653 | 100 | % | ||||||||
| Janus Henderson Adaptive Risk Managed U.S.
Equity Fund – |
UMB Bank NA |
166,145.524 | 37.82 | % | ||||||||
| Charles Schwab & Co. Inc. Special Custody Acct FBO Institutional Client Accounts San Francisco, CA |
79,813.121 | 18.17 | % | |||||||||
M-41
| Fund Name and Class | Shareholder Name and Address | Number of Shares |
Percentage of Class Owned | |||||||||
| Security Benefit Life Insurance Co |
48,567.895 | 11.06 | % | |||||||||
| Nationwide Trustco FSB |
40,927.224 | 9.32 | % | |||||||||
| Empower Trust FBO Employee Benefits Clients 401K Greenwood Village, CO |
22,629.184 | 5.15 | % | |||||||||
| Janus Henderson Balanced Fund
– |
National Financial Services LLC |
3,655,515.899 | 46.46 | % | ||||||||
| State Street Bank & Trust as Cust |
850,943.85 | 10.81 | % | |||||||||
| Empower Trust FBO Plans of Empower Greenwood Village, CO |
407,728.653 | 5.18 | % | |||||||||
| Janus Henderson Contrarian Fund – Class S Shares |
State Street Bank & Trust as Cust |
12,249.669 | 25.43 | % | ||||||||
| Empower Trust Company |
9,523.903 | 19.77 | % | |||||||||
| LPL Financial |
8,863.865 | 18.40 | % | |||||||||
| Ascensus Trust Company |
6,425.52 | 13.34 | % | |||||||||
| FIIOC |
3,993.678 | 8.29 | % | |||||||||
| FIIOC FBO Macro Companies Inc. Profit Sharing 401(K) Plan Covington, KY |
2,413.698 | 5.01 | % | |||||||||
| Janus Henderson Developed World Bond Fund
– |
FIIOC |
6,525.165 | 89.51 | % | ||||||||
| Mid Atlantic Trust Company FBO Kingsboro Lumber Co Inc. 401K PSP Pittsburgh, PA |
764.563 | 10.49 | % | |||||||||
| Janus Henderson Enterprise Fund
– |
State Street Bank & Trust as Cust |
335,836.838 | 16.91 | % | ||||||||
| UMB Bank NA |
248,282.068 | 12.50 | % | |||||||||
| Empower Trust |
155,888.682 | 7.85 | % | |||||||||
| Empower Trust Company FBO Plan Premier Rtmt Plans Omnibus Greenwood Village, CO |
100,784.788 | 5.08 | % | |||||||||
| Janus
Henderson European Focus Fund – |
Pershing LLC |
14,166.114 | 100 | % | ||||||||
M-42
| Fund Name and Class | Shareholder Name and Address | Number of Shares |
Percentage of Class Owned | |||||||||
| Janus Henderson Flexible Bond Fund
– |
UMB Bank NA |
624,990.944 | 45.58 | % | ||||||||
| Talcott Resolution Life Ins Company |
107,641.717 | 7.85 | % | |||||||||
| Empower Trust |
95,402.047 | 6.96 | % | |||||||||
| FIIOC FBO Venture Construction Co. Profit Sharing Plan and Trust Covington, KY |
76,774.518 | 5.60 | % | |||||||||
| Janus Henderson Forty Fund – Class S Shares |
State Street Bank & Trust as Cust |
1,600,227.896 | 17.85 | % | ||||||||
| Talcott Resolution Life Ins. Company |
1,202,871.972 | 13.42 | % | |||||||||
| National Financial Services LLC TR |
663,799.88 | 7.40 | % | |||||||||
| Voya Retirement Insurance and Annuity Company |
648,759.715 | 7.24 | % | |||||||||
| Pershing LLC |
569,060.066 | 6.35 | % | |||||||||
| Nationwide Trust Company FSB Columbus, OH |
490,223.591 | 5.47 | % | |||||||||
|
Janus Henderson Global Allocation Fund – Conservative – |
FIIOC |
5,086.785 | 88.43 | % | ||||||||
| Equitable Life for Separate A/C #65 On Behalf of Various 401(K) Expediter Plans Secaucus, NJ |
588.226 | 10.23 | % | |||||||||
| Janus Henderson Global
Allocation Fund – Moderate – |
FIIOC |
4,335.127 | 36.56 | % | ||||||||
| Empower Trust |
3,816.314 | 32.18 | % | |||||||||
| Ascensus Trust Company FBO KGA Architecture 401K Profit Shar XXXXXX Fargo, ND |
2,771.086 | 23.37 | % | |||||||||
| Janus Henderson Global Allocation Fund
– Growth – |
FIIOC |
20,209.931 | 54.66 | % | ||||||||
| Empower Trust Company LLC |
8,877.849 | 24.01 | % | |||||||||
| FIIOC |
5,029.233 | 13.60 | % | |||||||||
| Ascensus Trust Company FBO KGA Architecture 401K Profit Shar XXXXXX Fargo, ND |
1,906.439 | 5.16 | % | |||||||||
M-43
| Fund Name and Class | Shareholder Name and Address | Number of Shares |
Percentage of Class Owned | |||||||||
| Janus Henderson Global Equity Income Fund
– |
UMB Bank NA |
1,906,451.606 | 60.28 | % | ||||||||
| Voya Institutional Trust Company Windsor, CT |
1,186,058.66 | 37.50 | % | |||||||||
| Janus Henderson Global Life Sciences Fund
– |
UMB Bank NA |
296,315.61 | 80.20 | % | ||||||||
| National Financial Services LLC TR For Exclusive Benefit of Our Cust Jersey City, NJ |
28,847.595 | 7.81 | % | |||||||||
| Janus
Henderson Global Real Estate Fund – |
Voya Institutional Trust Company |
457,680.658 | 88.47 | % | ||||||||
| Janus Henderson Global Research Fund
– |
Talcott Resolution Life Ins. Company |
25,582.322 | 13.46 | % | ||||||||
| UMB Bank NA |
24,963.623 | 13.13 | % | |||||||||
| Empower Trust |
23,304.004 | 12.26 | % | |||||||||
| Detectives Endowment Association AN |
17,516.944 | 9.22 | % | |||||||||
| Voya Institutional Trust Company |
12,312.82 | 6.48 | % | |||||||||
| Nationwide Life Ins. Company C/O IPO Portfolio Accounting Columbus, OH |
9,910.978 | 5.21 | % | |||||||||
| Janus Henderson Global Select Fund
– |
DCGT Trustee &/or Custodian |
7,300.18 | 49.60 | % | ||||||||
| National Financial Services LLC TR |
6,419.541 | 43.61 | % | |||||||||
| LPL Financial Omnibus Customer Account San Diego, CA |
999.6 | 6.79 | % | |||||||||
| Janus Henderson Global Sustainable Equity
Fund – |
Janus Henderson US (Holdings) Inc. |
5,177.967 | 100 | %* | ||||||||
|
Janus Henderson Global Technology and Innovation Fund – |
National Financial Services LLC TR |
264,224.051 | 47.35 | % | ||||||||
| State Street Bank & Trust as Cust |
158,358.374 | 28.38 | % | |||||||||
| FIIOC FBO Ecco III Enterprises Inc. Profit Sharing Plan Covington, KY |
57,576.636 | 10.32 | % | |||||||||
| Janus Henderson Growth and Income Fund
– |
FIIOC |
36,433.63 | 19.14 | % | ||||||||
| National Financial Services LLC TR For Exclusive Benefit of Our Cust Jersey City, NJ |
35,786.285 | 18.80 | % | |||||||||
| * | This beneficial ownership represents seed capital that the Adviser or an affiliate provided for the Fund. |
M-44
| Fund Name and Class | Shareholder Name and Address | Number of Shares |
Percentage of Class Owned | |||||||||
| Nationwide Trust Company FSB |
31,433.895 | 16.51 | % | |||||||||
| Empower Trust |
19,431.717 | 10.21 | % | |||||||||
| Charles Schwab & Co. Inc. |
12,115.604 | 6.36 | % | |||||||||
| Morgan Stanley Smith Barney LLC For the Exclusive Benefit of Its Customers New York, NY |
11,715.786 | 6.15 | % | |||||||||
| Janus Henderson
High-Yield Fund – |
Empower Trust Company LLC |
29,367.422 | 35.15 | % | ||||||||
| National Financial Services LLC TR |
21,448.573 | 25.67 | % | |||||||||
| FIIOC |
17,463.898 | 20.90 | % | |||||||||
| FIIOC |
8,840.354 | 10.58 | % | |||||||||
| FIIOC FBO Van Tilburg Banvard & Soderbergh AIA 401K Plan Covington, KY |
4,647.05 | 5.56 | % | |||||||||
|
Janus Henderson International Dividend Fund – |
Pershing LLC |
8,383.172 | 59.59 | % | ||||||||
| Janus Henderson US (Holdings) Inc. Denver, CO |
5,580.78 | 39.67 | %* | |||||||||
| Janus Henderson Mid Cap Value Fund
– |
UMB Bank NA |
1,244,135.757 | 36.98 | % | ||||||||
| Empower Trust |
216,320.931 | 6.43 | % | |||||||||
| Empower Trust Company LLC |
206,446.504 | 6.14 | % | |||||||||
| Empower Trust FBO Employee Benefits Clients 401K Greenwood Village, CO |
181,991.603 | 5.31 | % | |||||||||
|
Janus Henderson Multi-Sector Income Fund – |
Voya Institutional Trust Company |
1,047,456.468 | 88.56 | % | ||||||||
| National Financial Services LLC For Exclusive Benefit of Our Customers Jersey City, NJ |
62,144.355 | 5.25 | % | |||||||||
| Janus Henderson Overseas
Fund – |
UMB Bank NA |
798,637.435 | 28.94 | % | ||||||||
| State Street Bank & Trust as Cust FBO ADP Access Product Boston, MA |
713,086.674 | 25.84 | % | |||||||||
M-45
| Fund Name and Class | Shareholder Name and Address | Number of Shares |
Percentage of Class Owned | |||||||||
| Talcott Resolution Life Ins. Company |
497,940.561 | 18.04 | % | |||||||||
| UMB Bank NA FBO Fiduciary for Tax Deferred Accounts Topeka, KS |
154,364.115 | 5.59 | % | |||||||||
| Janus Henderson Research Fund
– |
Reliance Trust Company |
71,358.182 | 18.62 | % | ||||||||
| Augustar Life Insurance Co. |
37,108.811 | 9.68 | % | |||||||||
| Matrix Trust Company |
36,612.624 | 9.55 | % | |||||||||
| Vantagepoint Traditional IRA |
36,344.268 | 9.48 | % | |||||||||
| Vantagepoint Roth IRA |
30,151.083 | 7.87 | % | |||||||||
| Voya Institutional Trust Company |
24,352.241 | 6.35 | % | |||||||||
| UMB Bank NA FBO Fiduciary for Various Retirement Programs Topeka, KS |
21,125.68 | 5.51 | % | |||||||||
| Janus Henderson Short Duration Flexible Bond Fund – Class S Shares |
FIIOC |
42,189.54 | 35.52 | % | ||||||||
| FIIOC |
35,138.83 | 29.58 | % | |||||||||
| National Financial Services LLC For Exclusive Benefit of Our Customers Jersey City, NJ |
24,713.486 | 20.81 | % | |||||||||
| Janus Henderson Small Cap Value Fund – Class S Shares |
VRSCO |
378,584.099 | 44.29 | % | ||||||||
| State Street Bank & Trust As Cust |
233,243.338 | 27.29 | % | |||||||||
| Empower Trust Company LLC FBO PlanPremier Rtmt Plans Omnibus Greenwood Village, CO |
87,213.756 | 10.20 | % | |||||||||
|
Janus Henderson Small-Mid Cap Value Fund – Class S Shares |
Janus Henderson US (Holdings) Inc. |
7,736.752 | 51.07 | %* | ||||||||
| State Street Bank & Trust as Cust FBO ADP Access Product Boston, MA |
7,066.616 | 46.64 | % | |||||||||
| Janus Henderson Triton Fund – Class S Shares |
State Street Bank & Trust as Cust |
4,243,248.154 | 55.57 | % | ||||||||
| UMB Bank NA FBO Fiduciary for Various Retirement Programs Topeka, KS |
476,851.393 | 6.25 | % | |||||||||
M-46
| Fund Name and Class | Shareholder Name and Address | Number of Shares |
Percentage of Class Owned | |||||||||
| Janus Henderson Venture Fund – Class S Shares |
Empower Trust |
95,846.642 | 45.12 | % | ||||||||
| Nationwide Trust Company FSB |
32,012.682 | 15.07 | % | |||||||||
| Empower Annuity Insurance FBO Future Funds II Greenwood Village, CO |
25,221.983 | 11.87 | % | |||||||||
| Janus Henderson Absolute Return Income
Opportunities Fund – Class T Shares |
Charles Schwab & Co. Inc. |
178,832.656 | 27.24 | % | ||||||||
| National Financial Svcs Corp |
140,181.024 | 21.36 | % | |||||||||
| Charles Schwab & Co. Inc. |
118,203.572 | 18.01 | % | |||||||||
| JP Morgan Securities LLC For Exclusive Benefit of Customers Omnibus Account Brooklyn, NY |
106,813.347 | 16.27 | % | |||||||||
| Janus Henderson Adaptive Risk Managed U.S.
Equity Fund – Class T Shares |
Charles Schwab & Co. Inc. |
4,854,557.428 | 54.99 | % | ||||||||
| National Financial Services Corp. For the Exclusive Benefit of Our Customers Jersey City, NJ |
2,518,832.442 | 28.53 | % | |||||||||
| Janus Henderson Balanced Fund – Class T Shares |
Charles Schwab & Co. Inc. |
40,346,009.16 | 43.13 | % | ||||||||
| National Financial Services LLC |
31,485,821.44 | 33.66 | % | |||||||||
| Morgan Stanley Smith Barney LLC For the Exclusive Benefit of Its Customers New York, NY |
4,679,235.279 | 5.00 | % | |||||||||
| Janus Henderson Contrarian Fund – Class T Shares |
National Financial Services LLC |
14,168,192.46 | 38.38 | % | ||||||||
| Charles Schwab & Co. Inc. Exclusive Benefit of Our Customers Reinvest Account San Francisco, CA |
13,574,632.77 | 36.77 | % | |||||||||
| Janus Henderson Developed World Bond Fund – Class T Shares |
National Financial Services LLC |
1,341,650.782 | 54.29 | % | ||||||||
| Charles Schwab & Co. Inc. |
404,749.739 | 16.38 | % | |||||||||
| LPL Financial |
246,105.097 | 9.96 | % | |||||||||
| Merrill Lynch Pierce Fenner & Smith, Inc. For the Sole Benefit of Customers Jacksonville, FL |
158,938.398 | 6.43 | % | |||||||||
M-47
| Fund Name and Class | Shareholder Name and Address | Number of Shares |
Percentage of Class Owned | |||||||||
| Janus Henderson Enterprise Fund – Class T Shares |
National Financial Services LLC |
9,975,489.105 | 46.93 | % | ||||||||
| Charles Schwab & Co. Inc. Exclusive Benefit of Our Customers Reinvest Account San Francisco, CA |
6,784,710.091 | 31.92 | % | |||||||||
| Janus Henderson European Focus Fund – Class T Shares |
National Financial Services LLC |
291,038.943 | 56.25 | % | ||||||||
| Charles Schwab & Co. Inc. Exclusive Benefit of Our Customers Reinvest Account San Francisco, CA |
194,707.532 | 37.63 | % | |||||||||
| Janus Henderson Flexible Bond Fund – Class T Shares |
National Financial Services Co. |
10,003,514.91 | 40.06 | % | ||||||||
| Charles Schwab & Co. Inc. |
8,452,390.57 | 33.85 | % | |||||||||
| VRSCO FBO VTC Cust TTEE FBO State Univ System of Florida403B Houston, TX |
1,633,712.126 | 6.54 | % | |||||||||
| Janus Henderson Forty Fund – Class T Shares |
Charles Schwab & Co. Inc. |
31,605,250.17 | 35.29 | % | ||||||||
| National Financial Services Co. For the Exclusive Benefit of Our Customers Jersey City, NJ |
25,289,609.22 | 28.24 | % | |||||||||
| Janus Henderson Global
Allocation Fund – Conservative – |
Morgan Stanley Smith Barney LLC |
137,060.882 | 22.25 | % | ||||||||
| Charles Schwab & Co. Inc. |
130,521.809 | 21.19 | % | |||||||||
| National Financial Services Co. |
109,112.435 | 17.72 | % | |||||||||
| Edward D Jones & Co. |
56,902.78 | 9.24 | % | |||||||||
| Wells Fargo Clearing Services LLC |
40,732.317 | 6.61 | % | |||||||||
| Pershing LLC Jersey City, NJ |
39,769.329 | 6.46 | % | |||||||||
|
Janus Henderson Global Allocation Fund – |
National Financial Services Co. |
307,065.473 | 34.27 | % | ||||||||
| Charles Schwab & Co. Inc. Exclusive Benefit of Our Customers Reinvest Account San Francisco, CA |
207,238.739 | 23.13 | % | |||||||||
M-48
| Fund Name and Class | Shareholder Name and Address | Number of Shares |
Percentage of Class Owned | |||||||||
| Morgan Stanley Smith Barney LLC |
132,300.738 | 14.77 | % | |||||||||
| Vanguard Brokerage Services Malvern, PA |
49,749.623 | 5.55 | % | |||||||||
| Janus Henderson Global
Allocation Fund – |
National Financial Services Co. |
295,118.086 | 31.45 | % | ||||||||
| Charles Schwab & Co. Inc. |
166,971.463 | 17.80 | % | |||||||||
| Wells Fargo Clearing Services LLC |
114,193.268 | 12.17 | % | |||||||||
| Edward D Jones & Co. |
79,389.296 | 8.46 | % | |||||||||
| Morgan Stanley Smith Barney LLC |
74,692.855 | 7.96 | % | |||||||||
| Charles Schwab & Co. Inc. Special Custody Acct FBO Customers San Francisco, CA |
50,173.146 | 5.35 | % | |||||||||
| Janus Henderson Global Equity Income Fund
– |
Charles Schwab & Co. Inc. |
5,173,733.892 | 42.32 | % | ||||||||
| National Financial Services LLC |
4,293,288.178 | 35.12 | % | |||||||||
| Morgan Stanley Smith Barney LLC |
949,308.518 | 7.77 | % | |||||||||
| LPL Financial Omnibus Customer Account San Diego, CA |
650,900.998 | 5.32 | % | |||||||||
| Janus Henderson Global Life Sciences Fund
– |
Charles Schwab & Co. Inc. |
7,459,087.832 | 46.59 | % | ||||||||
| National Financial Services LLC |
4,992,147.518 | 31.18 | % | |||||||||
| Morgan Stanley Smith Barney LLC For the Exclusive Benefit of Its Customers New York, NY |
1,132,348.967 | 7.07 | % | |||||||||
| Janus Henderson Global Real Estate Fund
– |
Charles Schwab & Co. Inc. |
2,367,421.632 | 62.89 | % | ||||||||
| National Financial Services Co. For the Exclusive Benefit of Our Customers Jersey City, NJ |
1,060,836.937 | 28.18 | % | |||||||||
|
Janus Henderson Global Research Fund – |
Charles Schwab & Co. Inc. Exclusive Benefit of Our Customers Reinvest Account San Francisco, CA |
5,374,482.432 | 42.28 | % | ||||||||
M-49
| Fund Name and Class | Shareholder Name and Address | Number of Shares |
Percentage of Class Owned | |||||||||
| National Financial Services LLC For Exclusive Benefit of Our Customers Jersey City, NJ |
3,648,134.284 | 28.70 | % | |||||||||
| Janus Henderson Global Select Fund
– |
Charles Schwab & Co. Inc. |
14,774,997.27 | 41.38 | % | ||||||||
| National Financial Services Co. |
11,392,079.2 | 31.90 | % | |||||||||
| Morgan Stanley Smith Barney LLC For the Exclusive Benefit of Its Customers New York, NY |
1,998,282.299 | 5.60 | % | |||||||||
| Janus Henderson Global Sustainable Equity
Fund – |
Charles Schwab & Co. Inc. |
26,220.64 | 58.13 | % | ||||||||
| National Financial Services Co. |
12,603.499 | 27.94 | % | |||||||||
| Charles Schwab & Co. Inc. Special Custody Acct FBO Customers San Francisco, CA |
3,721.995 | 8.25 | % | |||||||||
| Janus Henderson Global Technology and
Innovation Fund – |
Charles Schwab & Co. Inc. |
16,282,093.82 | 51.20 | % | ||||||||
| National Financial Services LLC |
9,217,969.944 | 28.99 | % | |||||||||
| Morgan Stanley Smith Barney LLC For the Exclusive Benefit of Its Customers New York, NY |
1,690,005.195 | 5.31 | % | |||||||||
| Janus Henderson Government
Money Market Fund – American Cancer Society Support – |
Morgan Stanley Smith Barney LLC |
2,346,596.75 | 42.24 | % | ||||||||
| Charles Schwab & Co. Inc. |
521,989.39 | 9.40 | % | |||||||||
| Raymond James |
509,792.55 | 9.18 | % | |||||||||
| Pershing LLC |
508,485.21 | 9.15 | % | |||||||||
| RBC Capital Markets LLC |
436,305.07 | 7.85 | % | |||||||||
| Wells Fargo Clearing Services LLC Special Custody Acct For the Exclusive Benefit of Customer St. Louis, MO |
418,700.554 | 7.54 | % | |||||||||
|
Janus Henderson Growth and Income Fund – |
Charles Schwab & Co. Inc. Exclusive Benefit of Our Customers Reinvest Account San Francisco, CA |
14,085,170.44 | 45.75 | % | ||||||||
M-50
| Fund Name and Class | Shareholder Name and Address | Number of Shares |
Percentage of Class Owned | |||||||||
| National Financial Services LLC For Exclusive Benefit of Our Customers Jersey City, NJ |
9,187,938.183 | 29.85 | % | |||||||||
| Janus Henderson High-Yield Fund
– |
Charles Schwab & Co. Inc. |
10,593,708.2 | 43.90 | % | ||||||||
| National Financial Services LLC For the Exclusive Benefit of Our Customers Jersey City, NJ |
9,697,011.369 | 40.19 | % | |||||||||
| Janus Henderson International Dividend
Fund – |
Charles Schwab & Co. Inc. |
459,991.137 | 65.76 | % | ||||||||
| National Financial Services LLC For Exclusive Benefit of Our Cust Jersey City, NJ |
162,475.483 | 23.23 | % | |||||||||
| Janus Henderson Mid Cap Value Fund
– |
National Financial Svcs. Corp. |
18,438,215.97 | 41.86 | % | ||||||||
| Charles Schwab & Co. Inc. Reinvest Account San Francisco, CA |
17,178,842.05 | 39.00 | % | |||||||||
| Janus Henderson Multi-Sector Income Fund
– |
National Financial Svcs. Corp. |
5,635,637.209 | 54.00 | % | ||||||||
| Charles Schwab & Co. Inc. |
3,141,823.0 | 30.10 | % | |||||||||
| LPL Financial Omnibus Customer Account San Diego, CA |
658,073.327 | 6.31 | % | |||||||||
| Janus Henderson Overseas
Fund – |
Charles Schwab & Co. Inc. |
4,271,577.722 | 42.81 | % | ||||||||
| National Financial Services LLC |
3,288,305.101 | 32.96 | % | |||||||||
| Morgan Stanley Smith Barney LLC For the Exclusive Benefit of Its Customers New York, NY |
528,472.018 | 5.30 | % | |||||||||
| Janus Henderson Research
Fund – |
Charles Schwab & Co. Inc. |
28,910,058.44 | 41.99 | % | ||||||||
| National Financial Services LLC For the Exclusive Benefit of Our Customers Jersey City, NJ |
19,358,611.87 | 28.12 | % | |||||||||
| Janus Henderson Short Duration Flexible
Bond Fund – |
National Financial Services LLC |
32,653,260.68 | 58.00 | % | ||||||||
| Charles Schwab & Co. Inc. |
15,612,672.94 | 27.73 | % | |||||||||
| Morgan Stanley Smith Barney LLC For the Exclusive Benefit of its Customers New York, NY |
3,621,304.958 | 6.43 | % | |||||||||
M-51
| Fund Name and Class | Shareholder Name and Address | Number of Shares |
Percentage of Class Owned | |||||||||
| Janus Henderson Small Cap Value Fund
– |
Charles Schwab & Co. Inc. |
4,050,258.369 | 41.24 | % | ||||||||
| National Financial Services Co. For the Exclusive Benefit of Our Customers Jersey City, NJ |
3,577,903.183 | 36.43 | % | |||||||||
| Janus Henderson Small-Mid Cap Value Fund – |
National Financial Services LLC |
210,358.146 | 45.75 | % | ||||||||
| Charles Schwab & Co. Inc. |
176,282.426 | 38.34 | % | |||||||||
| Voya Institutional Trust Company Windsor, CT |
26,445.65 | 5.75 | % | |||||||||
| Janus Henderson Triton
Fund – |
National Financial Services Co. |
23,353,418.65 | 53.05 | % | ||||||||
| Charles Schwab & Co. Inc. Exclusive Benefit of Our Customers Reinvest Account San Francisco, CA |
12,252,758.96 | 27.83 | % | |||||||||
| Janus Henderson Venture
Fund – |
Charles Schwab & Co. Inc. |
3,465,086.922 | 40.85 | % | ||||||||
| National Financial Services Co. For the Exclusive Benefit of Our Customers Jersey City, NJ |
2,690,546.22 | 31.72 | % | |||||||||
M-52
Form of New Advisory Agreement
[FORM OF]
JANUS INVESTMENT FUND
INVESTMENT ADVISORY AGREEMENT
[FUND NAME]
THIS INVESTMENT ADVISORY AGREEMENT (the “Agreement”) is effective this [ ] day of [Month], [Year], between JANUS INVESTMENT FUND, a Massachusetts business trust (the “Trust”), and JANUS HENDERSON INVESTORS US LLC, a Delaware limited liability company (the “Adviser”).
W I T N E S S E T H:
WHEREAS, the Trust is registered as an open-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”), and has registered its shares for public offering under the Securities Act of 1933, as amended (the “1933 Act”); and
WHEREAS, the Trust is authorized to create separate funds, each with its own separate investment portfolio of which the beneficial interests are represented by a separate series of shares; one of such funds created by the Trust being designated as the [Fund Name] (the “Fund”); and
WHEREAS, the Trust and the Adviser deem it mutually advantageous that the Adviser should be appointed as investment adviser to the Fund.
NOW, THEREFORE, the parties agree as follows:
| 1. | Appointment. The Trust hereby appoints the Adviser as investment adviser and manager with respect to the Fund for the period and on the terms set forth in this Agreement. The Adviser hereby accepts such appointment and agrees to render the services herein set forth, for the compensation herein provided. |
| 2. | Investment Advisory Services. The Adviser shall determine the securities or other assets to be purchased, sold or held and shall place orders for the purchase or sale of such securities or other assets with brokers, dealers or others. The Adviser shall furnish continuous advice and recommendations to the Fund, and have authority to act with respect thereto, as to the acquisition, holding, or disposition of any or all of the securities or other assets which the Fund may own or contemplate acquiring from time to time (which may include, but is not limited to investment in other funds managed by the Adviser). The Adviser shall give due consideration to the investment policies and restrictions and the other statements concerning the Fund in the Amended and Restated Agreement and Declaration of Trust (“Trust Instrument”), Amended and Restated Bylaws (“Bylaws”), and registration statements under the 1940 Act and the 1933 Act, and to the provisions of the Internal Revenue Code, as amended from time to time, applicable to the Fund as a regulated investment company. In addition, the Adviser shall cause its officers to attend meetings and furnish oral or written reports, as the Trust may reasonably require, in order to keep the Trustees and appropriate officers of the Trust fully informed as to the condition of the investment portfolio of the Fund. Subject to the approval of the Trustees of the Trust and, if required, the shareholders of the Fund, the Adviser is authorized to engage one or more subadvisers in connection with the Adviser’s duties and responsibilities under this Agreement, which subadvisers may be, but are not required to be, affiliates of the Adviser. |
| 3. | Other Services. The Adviser is hereby authorized (to the extent the Trust has not otherwise contracted) but not obligated (to the extent it so notifies the Trustees at least 60 days in advance), to perform (or arrange for the performance by other service providers, including affiliates of, independent third party service providers, or duly appointed subadvisers whether affiliated or not) the management and administration services necessary for the operation of the Fund. The Adviser is specifically authorized, on behalf of the Trust and the Fund, to conduct relations with custodians, depositories, transfer and pricing agents, administrators, fund accounting agents, accountants, attorneys, underwriters, brokers |
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| and dealers, corporate fiduciaries, insurance company separate accounts, insurers, banks and such other persons in any such other capacity deemed by the Adviser and/or the Trustees to be necessary or desirable. To the extent the Trust has not otherwise contracted on behalf of the Fund, the Adviser shall generally monitor and report to Fund officers the Fund’s compliance with investment policies and restrictions as set forth in the currently effective prospectus and statement of additional information relating to the shares of the Fund under the 1933 Act. The Adviser shall make reports to the Trustees of its performance of services hereunder upon request therefor and furnish advice and recommendations with respect to such other aspects of the business and affairs of the Fund as it shall determine to be desirable. The Adviser is also authorized, subject to review by the Trustees, to furnish such other services as the Adviser shall from time to time determine to be necessary or useful to perform the services contemplated by this Agreement, to the extent such services are not otherwise contracted by the Trust, on behalf of the Fund. |
| 4. | Obligations of Trust. The Trust shall have the following obligations under this Agreement: |
| (a) | to keep the Adviser continuously and fully informed as to the composition of its investment portfolio and the nature of all of its assets and liabilities from time to time; |
| (b) | to furnish the Adviser with a certified copy of any financial statement or report prepared for it by certified or independent public accountants and with copies of any financial statements or reports made to its shareholders or to any governmental body or securities exchange; |
| (c) | to furnish the Adviser with any further materials or information which the Adviser may reasonably request to enable it to perform its function under this Agreement; and |
| (d) | to compensate the Adviser for its services and reimburse the Adviser for its expenses incurred hereunder in accordance with the provisions hereof. |
| 5. | [Compensation. The Trust shall pay to the Adviser for its services a monthly base fee of 1/12 of [ %] of the average daily closing net asset value of the Fund (“Base Fee”), adjusted by a performance fee as set forth in Schedule A. For any period less than a month during which this Agreement is in effect, the Base Fee shall be prorated according to the proportion which such period bears to a full month of 28, 29, 30, or 31 days, as the case may be.] |
| 6. | Expenses Borne by the Adviser. In addition to the expenses which the Adviser may incur in the performance of its investment advisory functions and other services under this Agreement, and the expenses which it may expressly undertake to incur and pay under other agreements with the Trust or otherwise, the Adviser shall incur and pay the following expenses relating to the Fund’s operations without reimbursement from the Fund: |
| (a) | Reasonable compensation, fees and related expenses of the Trust’s officers and its Trustees, except for such Trustees who are not “interested persons,” as defined in the 1940 Act, of the Adviser, and except as otherwise provided in Section 7; |
| (b) | Rental of offices of the Trust; and |
| (c) | Fees of any subadviser engaged by the Adviser pursuant to the authority granted in Section 2 hereof. |
| 7. | Expenses Borne by the Trust. The Trust assumes and shall pay all expenses incidental to its organization, operations and business not specifically assumed or agreed to be paid by the Adviser pursuant to Sections 3 and 6 hereof, including, but not limited to, investment adviser fees; any compensation, fees, or reimbursements which the Trust pays to its Trustees who are not “interested persons,” as defined in the 1940 Act, of the Adviser; compensation and related expenses of the Chief Compliance Officer of the Trust and compliance staff, as authorized from time to time by the Trustees of the Trust; compensation (and any out-of-pocket expenses as may be agreed upon) of the Fund’s custodian, transfer agent, administrator, fund accounting agent, registrar and dividend disbursing agent; legal, accounting, audit and printing expenses; administrative, clerical, recordkeeping and bookkeeping |
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| expenses; brokerage commissions and all other expenses in connection with execution of portfolio transactions (including any appropriate commissions paid to the Adviser, its affiliates, or other Fund service providers, for effecting exchange listed, over-the-counter or other securities transactions); interest; all federal, state and local taxes (including stamp, excise, income and franchise taxes); costs of stock certificates and expenses of delivering such certificates to purchasers thereof; expenses of local representation in Massachusetts; expenses of shareholders’ meetings and of preparing, printing and distributing proxy statements, notices, and reports to shareholders; expenses of preparing and filing reports and tax returns with federal and state regulatory authorities; all expenses incurred in complying with all federal and state laws and the laws of any foreign country applicable to the issue, offer, or sale of shares of the Fund, including, but not limited to, all costs involved in the registration or qualification of shares of the Fund for sale in any jurisdiction, the costs of portfolio pricing services and compliance systems, and all costs involved in preparing, printing and mailing prospectuses and statements of additional information to Fund shareholders; and all fees, dues and other expenses incurred by the Trust in connection with the membership of the Trust in any trade association or other investment company organization. |
| 8. | Termination. This Agreement may be terminated at any time, without penalty, by the Trustees of the Trust, or by the shareholders of the Fund acting by vote of at least a majority of its outstanding voting securities, provided in either case that sixty (60) days advance written notice of termination be given to the Adviser at its principal place of business. This Agreement may be terminated by the Adviser at any time, without penalty, by giving sixty (60) days advance written notice of termination to the Trust, addressed to its principal place of business. The Trust agrees that, consistent with the terms of the Trust Instrument, the Trust shall cease to use the name “Janus Henderson” in connection with the Fund as soon as reasonably practicable following any termination of this Agreement if the Adviser does not continue to provide investment advice to the Fund after such termination. |
| 9. | Assignment. This Agreement shall terminate automatically in the event of any assignment of this Agreement. |
| 10. | Term. This Agreement shall continue in effect until [February 1, [ ]], unless sooner terminated in accordance with its terms, and shall continue in effect from year to year thereafter only so long as such continuance is specifically approved at least annually by (a) the vote of a majority of the Trustees of the Trust who are not parties hereto or interested persons of any such party, cast in person at a meeting called for the purpose of voting on the approval of the terms of such renewal, and (b) either the Trustees of the Trust or the affirmative vote of a majority of the outstanding voting securities of the Fund. The annual approvals provided for herein shall be effective to continue this Agreement from year to year if given within a period beginning not more than ninety (90) days prior to [February 1] of each applicable year, notwithstanding the fact that more than three hundred sixty-five (365) days may have elapsed since the date on which such approval was last given. |
| 11. | Amendments. This Agreement may be amended by the parties only if such amendment is specifically approved (i) by a majority of the Trustees, including a majority of the Trustees who are not interested persons (as that phrase is defined in Section 2(a)(19) of the 1940 Act) of any party to this Agreement and, (ii) if required by applicable law, by the affirmative vote of a majority of the outstanding voting securities of the Fund (as that phrase is defined in Section 2(a)(42) of the 1940 Act). |
| 12. | Other Series. The Trustees shall determine the basis for making an appropriate allocation of the Trust’s expenses (other than those directly attributable to the Fund) between the Fund and the other series of the Trust. |
| 13. | Limitation of Personal Liability. All the parties hereto acknowledge and agree that all liabilities of the Trust arising, directly or indirectly, under this Agreement, of any and every nature whatsoever, shall be satisfied solely out of the assets of the Fund and that no Trustee, officer or holder of shares of beneficial interest of the Trust shall be personally liable for any of the foregoing liabilities. The Trust |
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| Instrument describes in detail the respective responsibilities and limitations on liability of the Trustees, officers and holders of shares of beneficial interest of the Trust. |
| 14. | Limitation of Liability of the Adviser. The Adviser shall not be liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission taken with respect to the Trust, except for willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder and except to the extent otherwise provided by law. As used in this Section 14, the “Adviser” shall include any affiliate of the Adviser performing services for the Trust contemplated hereunder and directors, officers and employees of the Adviser and such affiliates. |
| 15. | Activities of the Adviser. The services of the Adviser to the Trust hereunder are not to be deemed to be exclusive, and the Adviser and its affiliates are free to render services to other parties. It is understood that trustees, officers and shareholders of the Trust are or may become interested in the Adviser as directors, officers and shareholders of the Adviser, that directors, officers, employees and shareholders of the Adviser are or may become similarly interested in the Trust, and that the Adviser may become interested in the Trust as a shareholder or otherwise. |
| 16. | Certain Definitions. The terms “vote of a majority of the outstanding voting securities,” “assignment” and “interested persons” when used herein, shall have the respective meanings specified in the 1940 Act, as now in effect or hereafter amended, and the rules and regulations thereunder, subject to such orders, exemptions and interpretations as may be issued by the Securities and Exchange Commission under said Act and as may be then in effect. |
| 17. | Governing Law. This Agreement shall be construed in accordance with the laws of the State of Colorado (without giving effect to the conflicts of laws principles thereof) and the 1940 Act. To the extent that the applicable laws of the State of Colorado conflict with the applicable provisions of the 1940 Act, the latter shall control. |
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IN WITNESS WHEREOF, the parties have caused their duly authorized officers to execute this Investment Advisory Agreement as of the date and year first above written.
| JANUS HENDERSON INVESTORS US LLC | ||
| By: | ||
| Name: | ||
| Title: | ||
| JANUS INVESTMENT FUND | ||
| By: | ||
| Name: | ||
| Title: | ||
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Schedule A
Performance Adjustment
The Base Fee shall be adjusted monthly based upon the investment performance of the Class A Shares (waiving the upfront sales load) (“Class”) in relation to the cumulative investment record of the Fund’s benchmark, the [Fund’s Benchmark Index] (the “Index”), over the “Performance Period” (such adjustment being referred to herein as the “Performance Adjustment”). The “Performance Period” is defined as the 36-month period preceding the end of the month for which the fee is being calculated.
The Performance Adjustment shall be calculated by subtracting the investment record of the Index from the investment performance of the Class. If there is less than a 0.50% difference (plus or minus) between the investment performance of the Class and the investment record of the Index, the Fund pays the Adviser the Base Fee with no adjustment. If the difference between the investment performance of the Class and the investment record of the Index is 0.50% or greater during any Performance Period, the Base Fee will be subject to an upward or downward performance adjustment of 1/12 of [ %] for every full 0.50% increment by which the Class outperforms or underperforms the Index. The maximum percentage used in calculating the Performance Adjustment (positive or negative) in any month is 1/12 of [ %]. The Performance Adjustment is applied against the Fund’s average daily net assets during the Performance Period.
For purposes of computing the Base Fee and the Performance Adjustment, net assets are averaged over different periods (average daily net assets during the relevant month for the Base Fee versus average daily net assets during the Performance Period for the Performance Adjustment). The Base Fee is calculated and accrued daily. The Performance Adjustment is calculated monthly in arrears and is accrued daily, beginning no later than the second business day of the month, and thereafter, the amount is distributed evenly throughout the month. The investment advisory fee is paid monthly in arrears.
The average daily net asset value of the Fund, or any class thereof, shall be determined in the manner set forth in the Trust Instrument, Bylaws and registration statement, each as may be amended from time to time.
The investment performance of the Class will be the sum of:
(1) the change in the Class’ net asset value (“NAV”) per share during the Performance Period; plus
(2) the value of the Class’ cash distributions per share accumulated to the end of the Performance Period; plus
(3) the value of capital gains taxes per share paid or payable on undistributed realized long-term capital gains accumulated to the end of the Performance Period;
expressed as a percentage of the Class’ NAV per share at the beginning of the Performance Period. For this purpose, the value of distributions per share of realized capital gains, of dividends per share paid from investment income and of capital gains taxes per share paid or payable on undistributed realized long-term capital gains shall be treated as reinvested in shares of the Class at the NAV in effect at the close of business on the record date for the payment of such distributions and dividends and the date on which provision is made for such taxes, after giving effect to such distributions, dividends and taxes.
The investment record of the Index will be the sum of:
(1) the change in the level of the Index during the Performance Period; plus
(2) the value, computed consistently with the Index, of cash distributions made by companies whose securities comprise the Index accumulated to the end of the Performance Period; expressed as a percentage of the Index level at the beginning of the Performance Period. For this purpose, cash distributions on the securities which comprise the Index shall be treated as reinvested in the Index at least as frequently as the end of each calendar quarter following the payment of the dividend.
The Trustees have designated the Class to be used for purposes of determining the Performance Adjustment. From time to time, the Trustees may, by vote of the Trustees of the Trust voting in person, including a majority
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of the Trustees who are not parties to this Agreement or “interested persons” (as defined in the 1940 Act) of any such parties, determine that a different class of shares of the Fund is the most appropriate for use in calculating the Performance Adjustment. If a different class of shares (“Successor Class”) is substituted in calculating the Performance Adjustment, the use of that Successor Class of shares for purposes of calculating the Performance Adjustment may apply to the entire Performance Period so long as such Successor Class was outstanding at the beginning of such period. If the Successor Class of shares was not outstanding for all or a portion of the Performance Period, it may only be used in calculating that portion of the Performance Adjustment attributable to the period during which such Successor Class was outstanding and any prior portion of the Performance Period shall be calculated using the class of shares previously designated.
Additionally, the Trustees may, by vote of a majority of the Trustees, including a majority of the Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, implement changes to the performance fee structure where such changes do not result in a net increased compensation paid under this Agreement, subject to applicable law, and orders, exemptions and interpretations as may be issued by the Securities and Exchange Commission.
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[FORM OF]
JANUS INVESTMENT FUND
INVESTMENT ADVISORY AGREEMENT
[FUND NAME]
THIS INVESTMENT ADVISORY AGREEMENT (the “Agreement”) is made this [ ] day of [Month], [Year], between JANUS INVESTMENT FUND, a Massachusetts business trust (the “Trust”), and JANUS HENDERSON INVESTORS US LLC, a Delaware limited liability company (the “Adviser”).
W I T N E S S E T H:
WHEREAS, the Trust is registered as an open-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”), and has registered its shares for public offering under the Securities Act of 1933, as amended (the “1933 Act”); and
WHEREAS, the Trust is authorized to create separate funds, each with its own separate investment portfolio of which the beneficial interests are represented by a separate series of shares; one of such funds created by the Trust being designated as the [Fund Name] (the “Fund”); and
WHEREAS, the Trust and the Adviser deem it mutually advantageous that the Adviser should be appointed as investment adviser to the Fund.
NOW, THEREFORE, the parties agree as follows:
| 1. | Appointment. The Trust hereby appoints the Adviser as investment adviser and manager with respect to the Fund for the period and on the terms set forth in this Agreement. The Adviser hereby accepts such appointment and agrees to render the services herein set forth, for the compensation herein provided. |
| 2. | Investment Advisory Services. The Adviser shall determine the securities or other assets to be purchased, sold or held and shall place orders for the purchase or sale of such securities or other assets with brokers, dealers or others. The Adviser shall furnish continuous advice and recommendations to the Fund, and have authority to act with respect thereto, as to the acquisition, holding, or disposition of any or all of the securities or other assets which the Fund may own or contemplate acquiring from time to time (which may include, but is not limited to investment in other funds managed by the Adviser). The Adviser shall give due consideration to the investment policies and restrictions and the other statements concerning the Fund in the Amended and Restated Agreement and Declaration of Trust (“Trust Instrument”), Amended and Restated Bylaws (“Bylaws”), and registration statements under the 1940 Act and the 1933 Act, and to the provisions of the Internal Revenue Code, as amended from time to time, applicable to the Fund as a regulated investment company. In addition, the Adviser shall cause its officers to attend meetings and furnish oral or written reports, as the Trust may reasonably require, in order to keep the Trustees and appropriate officers of the Trust fully informed as to the condition of the investment portfolio of the Fund. Subject to the approval of the Trustees of the Trust and, if required, the shareholders of the Fund, the Adviser is authorized to engage one or more subadvisers in connection with the Adviser’s duties and responsibilities under this Agreement, which subadvisers may be, but are not required to be, affiliates of the Adviser. |
| 3. | Other Services. The Adviser is hereby authorized (to the extent the Trust has not otherwise contracted) but not obligated (to the extent it so notifies the Trustees at least 60 days in advance), to perform (or arrange for the performance by other service providers, including affiliates of, independent third party service providers, or duly appointed subadvisers whether affiliated or not) the management and administration services necessary for the operation of the Fund. The Adviser is specifically authorized, on behalf of the Trust and the Fund, to conduct relations with custodians, depositories, transfer and pricing agents, administrators, fund accounting agents, subsidiaries of the Fund, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurance company separate accounts, insurers, banks and such other persons in any such other capacity deemed by the Adviser and/or the Trustees to be necessary or desirable. To the extent the Trust has not otherwise contracted on behalf of the Fund, |
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| the Adviser shall generally monitor and report to Fund officers the Fund’s compliance with investment policies and restrictions as set forth in the currently effective prospectus and statement of additional information relating to the shares of the Fund under the 1933 Act. The Adviser shall make reports to the Trustees of its performance of services hereunder upon request therefor and furnish advice and recommendations with respect to such other aspects of the business and affairs of the Fund as it shall determine to be desirable. The Adviser is also authorized, subject to review by the Trustees, to furnish such other services as the Adviser shall from time to time determine to be necessary or useful to perform the services contemplated by this Agreement, to the extent such services are not otherwise contracted by the Trust, on behalf of the Fund. |
| 4. | Obligations of Trust. The Trust shall have the following obligations under this Agreement: |
| (a) | to keep the Adviser continuously and fully informed as to the composition of its investment portfolio and the nature of all of its assets and liabilities from time to time; |
| (b) | to furnish the Adviser with a certified copy of any financial statement or report prepared for it by certified or independent public accountants and with copies of any financial statements or reports made to its shareholders or to any governmental body or securities exchange; |
| (c) | to furnish the Adviser with any further materials or information which the Adviser may reasonably request to enable it to perform its function under this Agreement; and |
| (d) | to compensate the Adviser for its services and reimburse the Adviser for its expenses incurred hereunder in accordance with the provisions hereof. |
| 5. | [Compensation. The Trust shall pay to the Adviser for its services a fee, calculated and payable for each day that this Agreement is in effect, of 1/365 of [ %] of the daily closing net asset value of the Fund (1/366 of [ %] of the daily closing net asset value of the Fund in a leap year). The fee shall be paid monthly.] |
| 6. | Expenses Borne by the Adviser. In addition to the expenses which the Adviser may incur in the performance of the investment advisory functions and other services under this Agreement, and the expenses which it may expressly undertake to incur and pay under other agreements with the Trust or otherwise, the Adviser shall incur and pay the following expenses relating to the Fund’s operations without reimbursement from the Fund: |
| (a) | Reasonable compensation, fees and related expenses of the Trust’s officers and its Trustees, except for such Trustees who are not “interested persons” as defined in the 1940 Act, of the Adviser, and except as otherwise provided in Section 7; |
| (b) | Rental of offices of the Trust; and |
| (c) | Fees of any subadviser engaged by the Adviser pursuant to the authority granted in Section 2 hereof. |
| 7. | Expenses Borne by the Trust. The Trust assumes and shall pay all expenses incidental to its organization, operations and business not specifically assumed or agreed to be paid by the Adviser pursuant to Sections 3 and 6 hereof, including, but not limited to, investment adviser fees; any compensation, fees, or reimbursements which the Trust pays to its Trustees who are not “interested persons,” as defined in the 1940 Act, of the Adviser; compensation and related expenses of the Chief Compliance Officer of the Trust and compliance staff, as authorized from time to time by the Trustees of the Trust; compensation (and any out-of-pocket expenses as may be agreed upon) of the Fund’s custodian, transfer agent, registrar and dividend disbursing agent; legal, accounting, audit and printing expenses; administrative, clerical, recordkeeping and bookkeeping expenses; brokerage commissions and all other expenses in connection with execution of portfolio transactions (including any appropriate commissions paid to the Adviser or its affiliates, or other Fund service providers, for effecting exchange listed, over-the-counter or other securities transactions); interest; all federal, state and local taxes (including stamp, excise, income and franchise taxes); costs of stock certificates and expenses of |
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| delivering such certificates to purchasers thereof; expenses of local representation in Massachusetts; expenses of shareholders’ meetings and of preparing, printing and distributing proxy statements, notices, and reports to shareholders; expenses of preparing and filing reports and tax returns with federal and state regulatory authorities; all expenses incurred in complying with all federal and state laws and the laws of any foreign country applicable to the issue, offer, or sale of shares of the Fund, including, but not limited to, all costs involved in the registration or qualification of shares of the Fund for sale in any jurisdiction, the costs of portfolio pricing services and compliance systems, and all costs involved in preparing, printing and mailing prospectuses and statements of additional information to Fund shareholders; and all fees, dues and other expenses incurred by the Trust in connection with the membership of the Trust in any trade association or other investment company organization. |
8. Termination. This Agreement may be terminated at any time, without penalty, by the Trustees of the Trust, or by the shareholders of the Fund acting by vote of at least a majority of its outstanding voting securities, provided in either case that sixty (60) days advance written notice of termination be given to the Adviser at its principal place of business. This Agreement may be terminated by the Adviser at any time, without penalty, by giving sixty (60) days advance written notice of termination to the Trust, addressed to its principal place of business. The Trust agrees that, consistent with the terms of the Trust Instrument, the Trust shall cease to use the name “Janus Henderson” in connection with the Fund as soon as reasonably practicable following any termination of this Agreement if the Adviser does not continue to provide investment advice to the Fund after such termination.
9. Assignment. This Agreement shall terminate automatically in the event of any assignment of this Agreement.
10. Term. This Agreement shall continue in effect until [February 1, [ ]], unless sooner terminated in accordance with its terms, and shall continue in effect from year to year thereafter only so long as such continuance is specifically approved at least annually by (a) the vote of a majority of the Trustees of the Trust who are not parties hereto or interested persons of any such party, cast in person at a meeting called for the purpose of voting on the approval of the terms of such renewal, and (b) either the Trustees of the Trust or the affirmative vote of a majority of the outstanding voting securities of the Fund. The annual approvals provided for herein shall be effective to continue this Agreement from year to year if given within a period beginning not more than ninety (90) days prior to [February 1] of each applicable year, notwithstanding the fact that more than three hundred sixty-five (365) days may have elapsed since the date on which such approval was last given.
11. Amendments. This Agreement may be amended by the parties only if such amendment is specifically approved (i) by a majority of the Trustees, including a majority of the Trustees who are not interested persons (as that phrase is defined in Section 2(a)(19) of the 1940 Act) of any party to this Agreement and, (ii) if required by applicable law, by the affirmative vote of a majority of the outstanding voting securities of the Fund (as that phrase is defined in Section 2(a)(42) of the 1940 Act).
12. Other Series. The Trustees shall determine the basis for making an appropriate allocation of the Trust’s expenses (other than those directly attributable to the Fund) between the Fund and the other series of the Trust.
13. Limitation of Personal Liability. All the parties hereto acknowledge and agree that all liabilities of the Trust arising, directly or indirectly, under this Agreement, of any and every nature whatsoever, shall be satisfied solely out of the assets of the Fund and that no Trustee, officer or holder of shares of beneficial interest of the Trust shall be personally liable for any of the foregoing liabilities. The Trust Instrument describes in detail the respective responsibilities and limitations on liability of the Trustees, officers and holders of shares of beneficial interest of the Trust.
14. Limitation of Liability of the Adviser. The Adviser shall not be liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission taken with respect to the Trust, except for willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder and except to the extent otherwise provided by law.
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As used in this Section 14, the “Adviser” shall include any affiliate of the Adviser performing services for the Trust contemplated hereunder and directors, officers and employees of the Adviser and such affiliates.
15. Activities of the Adviser. The services of the Adviser to the Trust hereunder are not to be deemed to be exclusive, and the Adviser and its affiliates are free to render services to other parties. It is understood that trustees, officers and shareholders of the Trust are or may become interested in the Adviser as directors, officers and shareholders of the Adviser, that directors, officers, employees and shareholders of the Adviser are or may become similarly interested in the Trust, and that the Adviser may become interested in the Trust as a shareholder or otherwise.
16. Certain Definitions. The terms “vote of a majority of the outstanding voting securities,” “assignment” and “interested persons” when used herein, shall have the respective meanings specified in the 1940 Act, as now in effect or hereafter amended, and the rules and regulations thereunder, subject to such orders, exemptions and interpretations as may be issued by the Securities and Exchange Commission under said Act and as may be then in effect.
17. Governing Law. This Agreement shall be construed in accordance with the laws of the State of Colorado (without giving effect to the conflicts of laws principles thereof) and the 1940 Act. To the extent that the applicable laws of the State of Colorado conflict with the applicable provisions of the 1940 Act, the latter shall control.
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IN WITNESS WHEREOF, the parties have caused their duly authorized officers to execute this Investment Advisory Agreement as of the date and year first above written.
| JANUS HENDERSON INVESTORS US LLC | ||
| By: | ||
| Name: | ||
| Title: | ||
| JANUS INVESTMENT FUND | ||
| By: | ||
| Name: | ||
| Title: | ||
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| JANUS INVESTMENT FUND PO Box 43131 Providence, RI 02940-3131 |
EVERY VOTE IS IMPORTANT EASY VOTING OPTIONS: | |||
|
SCAN The QR code or visit www.proxy-direct.com to vote your shares | |||
|
CALL 1-800-337-3503 Follow the recorded instructions available 24 hours | |||
|
Vote, sign and mail in the enclosed Business Reply Envelope | |||
| VOTE DURING THE VIRTUAL MEETING on May 18, 2026 at 11:00 a.m. Mountain Time. Please refer to the Proxy Statement for instructions on how to participate in the Virtual Meeting. | ||||
| FUNDS | FUNDS | FUNDS | ||
| JH Low Duration Multi-Sector Income Fund | JH Adaptive Risk Managed U.S. Equity Fund | JH Balanced Fund | ||
| JH Contrarian Fund | JH Developed World Bond Fund | JH Enterprise Fund | ||
| JH European Focus Fund | JH Flexible Bond Fund | JH Forty Fund | ||
| JH Global Allocation Fund–Conservative | JH Global Allocation Fund–Growth | JH Global Allocation Fund–Moderate | ||
| JH Global Equity Income Fund | JH Global Life Sciences Fund | JH Global Real Estate Fund | ||
| JH Global Research Fund | JH Global Select Fund | JH Global Sustainable Equity Fund | ||
| JH Global Technology and Innovation Fund | JH Government Money Market Fund | JH Growth and Income Fund | ||
| JH High-Yield Fund | JH International Dividend Fund | JH Mid Cap Value Fund | ||
| JH Money Market Fund | JH Multi-Sector Income Fund | JH Overseas Fund | ||
| JH Research Fund | JH Short Duration Flexible Bond Fund | JH Small Cap Value Fund | ||
| JH Small-Mid Cap Value Fund | JH Triton Fund | JH U.S. Dividend Income Fund | ||
| JH Venture Fund |
|
PROXY CARD |
JANUS INVESTMENT FUND JOINT SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 18, 2026 |
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This Proxy is solicited on behalf of the Trustees of Janus Investment Fund. The undersigned, revoking any previous proxies, hereby appoints Michelle Rosenberg, Jesper Nergaard, and Stephanie Grauerholz or any of them, as attorneys and proxies, with full power of substitution to each, to vote the shares of the Fund(s) listed above, each a series of Janus Investment Fund, which the undersigned is entitled to vote at the Joint Special Meeting of Shareholders (the “Meeting”) to be held in a virtual format on May 18, 2026 at 11:00 a.m. Mountain Time and at any adjournment(s) or postponement(s) of such Meeting. Please refer to the Proxy Statement for instructions on how to participate in the Virtual Meeting.
By returning this proxy card, you are authorizing the persons named as proxies above to vote in their discretion on any matter that properly comes before the Meeting, including any adjournment(s) or postponement(s).
Receipt of the Notice of Joint Special Meeting and the accompanying Joint Proxy Statement is hereby acknowledged. The shares of the Fund(s) represented hereby will be voted as indicated or FOR the proposals if no choice is indicated.
| VOTE VIA THE INTERNET: www.proxy-direct.com VOTE VIA THE TELEPHONE: 1-800-337-3503 | ||||||
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PLEASE SIGN, DATE ON THE REVERSE SIDE AND RETURN THE PROXY PROMPTLY USING THE ENCLOSED ENVELOPE.
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When this Proxy Card is properly executed, the shares represented hereby will be voted as specified. If no specification is made, this Proxy Card will be voted “FOR” the Proposals set forth below.
| TO VOTE, MARK A BOX BELOW IN BLUE OR BLACK INK. EXAMPLE: |
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Proposals THE BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE FOR THE PROPOSALS. |
| 1. | To approve a new investment advisory agreement between the Trust, on behalf of your Fund, and Janus Henderson Investors US LLC. |
| FOR | AGAINST | ABSTAIN | FOR | AGAINST | ABSTAIN | |||||||||
| 01 JH Low Duration Multi-Sector Income Fund | ☐ | ☐ | ☐ | 02 JH Adaptive Risk Managed U.S. Equity Fund | ☐ | ☐ | ☐ | |||||||
| 03 JH Balanced Fund | ☐ | ☐ | ☐ | 04 JH Contrarian Fund | ☐ | ☐ | ☐ | |||||||
| 05 JH Developed World Bond Fund | ☐ | ☐ | ☐ | 06 JH Enterprise Fund | ☐ | ☐ | ☐ | |||||||
| 07 JH European Focus Fund | ☐ | ☐ | ☐ | 08 JH Flexible Bond Fund | ☐ | ☐ | ☐ | |||||||
| 09 JH Forty Fund | ☐ | ☐ | ☐ | 10 JH Global Allocation Fund–Conservative | ☐ | ☐ | ☐ | |||||||
| 11 JH Global Allocation Fund–Growth | ☐ | ☐ | ☐ | 12 JH Global Allocation Fund–Moderate | ☐ | ☐ | ☐ | |||||||
| 13 JH Global Equity Income Fund | ☐ | ☐ | ☐ | 14 JH Global Life Sciences Fund | ☐ | ☐ | ☐ | |||||||
| 15 JH Global Real Estate Fund | ☐ | ☐ | ☐ | 16 JH Global Research Fund | ☐ | ☐ | ☐ | |||||||
| 17 JH Global Select Fund | ☐ | ☐ | ☐ | 18 JH Global Sustainable Equity Fund | ☐ | ☐ | ☐ | |||||||
| 19 JH Global Technology and Innovation Fund | ☐ | ☐ | ☐ | 20 JH Government Money Market Fund | ☐ | ☐ | ☐ | |||||||
| 21 JH Growth and Income Fund | ☐ | ☐ | ☐ | 22 JH High-Yield Fund | ☐ | ☐ | ☐ | |||||||
| 23 JH International Dividend Fund | ☐ | ☐ | ☐ | 24 JH Mid Cap Value Fund | ☐ | ☐ | ☐ | |||||||
| 25 JH Money Market Fund | ☐ | ☐ | ☐ | 26 JH Multi-Sector Income Fund | ☐ | ☐ | ☐ | |||||||
| 27 JH Overseas Fund | ☐ | ☐ | ☐ | 28 JH Research Fund | ☐ | ☐ | ☐ | |||||||
| 29 JH Short Duration Flexible Bond Fund | ☐ | ☐ | ☐ | 30 JH Small Cap Value Fund | ☐ | ☐ | ☐ | |||||||
| 31 JH Small-Mid Cap Value Fund | ☐ | ☐ | ☐ | 32 JH Triton Fund | ☐ | ☐ | ☐ | |||||||
| 33 JH U.S. Dividend Income Fund | ☐ | ☐ | ☐ | 34 JH Venture Fund | ☐ | ☐ | ☐ |
| 2. To elect eight trustees as the Board of Trustees of the Trust. |
FOR ALL |
WITHHOLD ALL |
FOR ALL EXCEPT | |||||||||
| 01. Cheryl D. Alston |
02. Darrell B. Jackson |
03. Dominic Janssens |
04. Alan A. Brown |
☐ | ☐ | ☐ | ||||||
| 05. Raudline Etienne |
06. William F. McCalpin |
07. Gary A. Poliner |
08. Gwen L. Shaneyfelt |
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| To withhold authority to vote for any individual nominee(s), mark the box “FOR ALL EXCEPT” and write the number(s) of the nominee(s) on the line provided_________________________________________ |
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Important Notice Regarding the Availability of Proxy Materials for the
Joint Special Meeting of Shareholders to Be Held on May 18, 2026.
The Joint Proxy Statement for this Meeting is available at:
https://www.proxy-direct.com/jif-35020
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Authorized Signatures — This section must be completed for your vote to be counted.— Sign and Date Below |
| Note: | Please sign exactly as your name(s) appear(s) on this Proxy Card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, guardian, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the full title under the signature. |
| Date (mm/dd/yyyy) — Please print date below | Signature 1 — Please keep signature within the box | Signature 2 — Please keep signature within the box | ||||||
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JANUS INVESTMENT FUND PO Box 43131 Providence, RI 02940-3131 SCAN the QR code to access your materials without entering a Control Number or Security Code. VOTE DURING THE VIRTUAL MEETING on May 18, 2026 at 11:00 a.m. Mountain Time. Please refer to the Proxy Statement for instructions on how to participate in the Virtual Meeting Important Notice Regarding the Availability of Proxy Materials for JANUS INVESTMENT FUND Joint Special Meeting of Shareholders to be held on May 18, 2026 Under Securities and Exchange Commission rules, you are receiving this notice that the proxy materials for the joint special meeting of shareholders of your Fund are available on the Internet, including Proxy Card, Notice of Meeting and Joint Proxy Statement. Follow the instructions below to view the material and vote online or request a copy. The items to be voted on at the joint special meeting are on the reverse side. Your vote is important! This communication is NOT a form for voting and presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all the important information contained in the proxy materials before voting. To view your proxy materials, go to the website and enter your login details below. https://www.proxy-direct.com/jif-35020 Easy Online Access – View your proxy materials and vote. Step 1: Go to https://www.proxy-direct.com/jif-35020 Step 2: Login using your Control Number and Security Code Step 3: Click on the “View Materials” Link Step 4: Vote your shares On this website, you can also set Future Delivery Preferences or request a paper copy of the materials. There is no charge to you for requesting a copy. Please make your request as soon as possible but no later than 10 days before the meeting to facilitate timely delivery.
FUNDS JH Low Duration Multi-Sector Income Fund JH Contrarian Fund JH European Focus Fund JH Global Allocation Fund–Conservative JH Global Equity Income Fund JH Global Research Fund JH Global Technology and Innovation Fund JH High-Yield Fund JH Money Market Fund JH Research Fund JH Small-Mid Cap Value Fund JH Venture Fund FUNDS JH Adaptive Risk Managed U.S. Equity Fund JH Developed World Bond Fund JH Flexible Bond Fund JH Global Allocation Fund–Growth JH Global Life Sciences Fund JH Global Select Fund JH Government Money Market Fund JH International Dividend Fund JH Multi-Sector Income Fund JH Short Duration Flexible Bond Fund JH Triton Fund FUNDS JH Balanced Fund JH Enterprise Fund JH Forty Fund JH Global Allocation Fund–Moderate JH Global Real Estate Fund JH Global Sustainable Equity Fund JH Growth and Income Fund JH Mid Cap Value Fund JH Overseas Fund JH Small Cap Value Fund JH U.S. Dividend Income Fund The Board of Trustees recommends that you vote “FOR” the proposals. The following matters will be considered at the Meeting: 1. To approve a new investment advisory agreement between the Trust, on behalf of your Fund, and Janus Henderson Investors US LLC. 2. To elect eight trustees as the Board of Trustees of the Trust. 01. Cheryl D. Alston 05. Raudline Etienne 02. Darrell B. Jackson 06. William F. McCalpin 03. Dominic Janssens 07. Gary A. Poliner 04. Alan A. Brown 08. Gwen L. Shaneyfelt ONLINE MATERIAL ACCESS AND PAPER COPY REQUESTS CAN ALSO BE MADE UTILIZING ONE OF THE METHODS BELOW. YOU CAN ALSO USE ONE OF THESE METHODS TO ELECT A PERMANENT DELIVERY PREFERENCE FOR FUTURE MEETINGS. PLEASE STATE YOUR 14-DIGIT CONTROL NUMBER AND 8-DIGIT SECURITY CODE WHEN MAKING A REQUEST. TELEPHONE REQUESTS CALL 1-877-816-5331 E-MAIL REQUESTS AT: proxymaterials@computershare.com JIF_35020_NA_021326