DEF 14A 1 d871614ddef14a.htm DEF 14A DEF 14A
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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.

 

 
 


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LOGO

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


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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,

 

 

LOGO

Michelle R. Rosenberg

President and Chief Executive Officer of

Janus Investment Fund


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  LOGO

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.


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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,

 

 

LOGO

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.


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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,
Jr. UGMA

 

John B. Smith

(2) Estate of John B. Smith

 

John B. Smith, Jr., Executor


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TABLE OF CONTENTS

 

SYNOPSIS

     ii  

JOINT PROXY STATEMENT

     1  

INTRODUCTION

     4  

PROPOSAL 1 APPROVAL OF NEW INVESTMENT ADVISORY AGREEMENT

     5  

Background

     5  

Comparison of Current Advisory Agreements and New Advisory Agreements

     5  

Interim Advisory Agreements

     7  

Certain Conditions under the 1940 Act

     7  

Additional Information About the Adviser

     8  

Affiliated Service Providers, Affiliated Brokerage and Other Fees

     8  

Board Considerations

     9  

Shareholder Approval

     13  

PROPOSAL 2 TRUSTEE ELECTION

     14  

General Information Regarding the Board of Trustees

     16  

Committees of the Board of Trustees

     17  

Process for Identifying and Evaluating Trustee Nominees and Nominee Qualifications

     18  

Board Oversight of Risk Management

     20  

Trustee Share Ownership

     21  

Compensation of Trustees

     21  

Officers of the Trust

     21  

Shareholder Approval

     21  

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

     22  

ADDITIONAL INFORMATION ABOUT THE MEETING

     24  

Quorum and Voting

     24  

Fund Share Ownership

     25  

Solicitation of Proxies

     25  

Shareholder Proposals for Subsequent Meetings

     26  

Shareholder Communications

     27  

Reports to Shareholders and Financial Statements

     27  

Other Matters to Come Before the Meeting

     28  

APPENDIX LIST

     29  

Appendix A Shares Outstanding and Net Assets

     A-1  

Appendix B Dates Relating to Current Advisory Agreements

     B-1  

Appendix C Advisory Fee Rates

     C-1  

Appendix D Comparable Funds

     D-1  

Appendix E Information Regarding Officers and Directors of Adviser

     E-1  

Appendix F Fees Paid

     F-1  

Appendix G Share Ownership

     G-1  

Appendix H Compensation of Trustees

     H-1  

Appendix  I Principal Officers of the Trust and Their Principal Occupations

     I-1  

Appendix J Audit and Related Fees

     J-1  

Appendix K Audit Committee Charter

     K-1  

Appendix L Nominating and Governance Committee Charter

     L-1  

Appendix M Principal Holders

     M-1  

Appendix N Form of New Advisory Agreement

     N-1  

 

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SYNOPSIS

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

JOINT PROXY STATEMENT

 

 

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-


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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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INTRODUCTION

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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PROPOSAL 1

APPROVAL OF NEW INVESTMENT ADVISORY AGREEMENT

(All Funds)

Background

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.

Interim Advisory Agreements

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).

Board Considerations

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.

Shareholder 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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PROPOSAL 2

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
Position(s) with the
Trust

  Length of Time
Served for the
Trust
 

Number of Funds in
Fund Complex

Overseen or to be
Overseen by Nominee

  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
Position(s) with the
Trust

  Length of Time
Served for the
Trust
 

Number of Funds in
Fund Complex

Overseen or to be
Overseen by Nominee

  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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Trustee Share Ownership

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.

Compensation of Trustees

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.

Officers of the Trust

The officers of the Trust and their principal occupations are set forth in Appendix I to this Proxy Statement.

Shareholder Approval

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

Quorum and Voting

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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Fund Share Ownership

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.

Solicitation of Proxies

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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Shareholder Communications

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,

 

 

LOGO

Michelle R. Rosenberg

President and Chief Executive Officer of Janus Investment Fund

 

28


Table of Contents

APPENDIX LIST

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

 

29


Table of Contents

Appendix A

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
          

 

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Table of Contents

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
          

 

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Table of Contents

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
          

 

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Table of Contents

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


Table of Contents

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


Table of Contents

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


Table of Contents

Appendix B

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

 

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Appendix C

Advisory Fee Rates

 

Fund

   Fiscal
Year
End
    

Contractual Investment
Advisory Base Fee Rate*

     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  

 

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Fund

   Fiscal
Year
End
    

Contractual Investment
Advisory Base Fee Rate*

     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)

 

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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.

 

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Appendix D

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.

 

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Appendix E

Information Regarding Officers and Directors of Adviser

Janus Henderson Investors US LLC(1)

 

Name

  

Janus Henderson
Investors/Affiliated Entity Name

 

Position(s) with Janus Henderson
Investors or Affiliated Entity

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

 

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Appendix F

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

 

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Table of Contents

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.

 

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Table of Contents
(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.

 

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Table of Contents

Appendix G

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.

 

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Appendix H

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.

 

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Table of Contents

Appendix I

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,
Treasurer, and
Principal
Accounting Officer

  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).

 

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Table of Contents

Appendix J

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  

 

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Appendix K

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

 

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  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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Appendix L

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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Appendix M

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
Owned

  Percentage of
Class Owned

Janus Henderson Absolute Return Income Opportunities Fund –
Class A Shares

 

Morgan Stanley Smith Barney LLC
For the Exclusive Benefit of its Customers
New York, NY

      256,227.489       25.06 %
 

Wells Fargo Clearing Services LLC
Special Custody Acct
For the Exclusive Benefit of Customer
St. Louis, MO

      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
Jersey City, NJ

      111,443.276       10.90 %
   

LPL Financial
Omnibus Customer Acct
San Diego, CA

      75,231.424       7.36 %
   

National Financial Services LLC
For the Exclusive Benefit of our Customers
Jersey City, NJ

      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 –
Class A Shares

 

Merrill Lynch Pierce Fenner & Smith Inc.
For the Sole Benefit of Customers
Jacksonville, FL

      757,371.859       33.68 %
   

American Enterprise Investment Svc.
FBO 41999970
Minneapolis, MN

      271,400.851       12.07 %
   

Wells Fargo Clearing Services LLC
Special Custody Acct
For the Exclusive Benefit of Customer
St. Louis, MO

      226,789.914       10.09 %
   

Pershing LLC
Jersey City, NJ

      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
Fund –
Class A Shares

 

Merrill Lynch, Pierce, Fenner & Smith, Inc.
For the Sole Benefit of Customers
Jacksonville, FL

      8,537,454.882       15.59 %
   

American Enterprise Investment Svc
FBO 41999970
Minneapolis, MN

      8,480,056.242       15.49 %
   

Morgan Stanley Smith Barney LLC
For the Exclusive Benefit of Its Customers
New York, NY

      6,304,029.445       11.51 %
   

Wells Fargo Clearing Services LLC
Special Custody Account
For the Exclusive Benefit of Customer
St. Louis, MO

      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
Owned

  Percentage of
Class Owned
   

Charles Schwab & Co. Inc.
Special Custody Account
FBO Customers
San Francisco, CA

      3,620,715.493       6.61 %
   

LPL Financial
Omnibus Customer Account
San Diego, CA

      3,608,085.386       6.59 %
   

Raymond James
House Acct Firm #92500015
Omnibus for Mutual Funds
St. Petersburg, FL

      3,346,105.402       6.11 %
    Pershing LLC
Jersey City, NJ
      3,226,831.179       5.89 %

Janus Henderson Contrarian Fund –
Class A Shares

 

American Enterprise Investment Svc
FBO 41999970
Minneapolis, MN

      358,750.477       14.90 %
   

Merrill Lynch, Pierce, Fenner & Smith, Inc.
For the Sole Benefit of Customers
Jacksonville, FL

      351,399.54       14.59 %
   

Wells Fargo Clearing Services LLC
Special Custody Account
For the Exclusive Benefit of Customer
St. Louis, MO

      241,988.085       10.05 %
   

Pershing LLC
Jersey City, NJ

      237,092.532       9.85 %
   

LPL Financial
Omnibus Customer Account
San Diego, CA

      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 –
Class A Shares

 

Morgan Stanley Smith Barney LLC
For the Exclusive Benefit of its Customers
New York, NY

      773,678.773       24.24 %
   

Merrill Lynch Pierce Fenner & Smith, Inc.
For the Sole Benefit of Customers
Jacksonville, FL

      755,474.778       23.67 %
   

Wells Fargo Clearing Services LLC
Special Custody Acct
For the Exclusive Benefit of Customer
St. Louis, MO

      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 –
Class A Shares

 

Merrill Lynch, Pierce, Fenner & Smith, Inc.
For the Sole Benefit of Customers
Jacksonville, FL

      978,671.966       28.06 %
   

Morgan Stanley Smith Barney LLC
For the Exclusive Benefit of Its Customers
New York, NY

      310,779.111       8.91 %
   

Raymond James
House Acct Firm #92500015
Omnibus for Mutual Funds
St. Petersburg, FL

      234,463.341       6.72 %
   

American Enterprise Investment Svc
FBO 41999970
Minneapolis, MN

      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
Owned

  Percentage of
Class Owned
   

Pershing LLC
Jersey City, NJ

      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 –
Class A Shares

 

Morgan Stanley Smith Barney LLC
For the Exclusive Benefit of Its Customers
New York, NY

      525,371.457       21.40 %
   

National Financial Services LLC
For Exclusive Benefit of Our Customers
Jersey City, NJ

      280,158.321       11.41 %
   

Merrill Lynch, Pierce, Fenner & Smith, Inc.
For the Sole Benefit of Its Customers
Jacksonville, FL

      280,144.672       11.41 %
   

Wells Fargo Clearing Services LLC
Special Custody Account
For the Exclusive Benefit of Customer
St. Louis, MO

      266,856.11       10.87 %
   

Charles Schwab & Company Inc.
Special Custody Account
FBO Customers
San Francisco, CA

      220,642.197       8.99 %
   

UBS WM USA
0O0 11011 6100
Omni Account M/F
Weehawken, NJ

      217,390.997       8.86 %
   

Charles Schwab & Co. Inc.
Special Custody Account
FBO Customers
San Francisco, CA

      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 –
Class A Shares

 

Merrill Lynch Pierce Fenner & Smith, Inc.
For the Sole Benefit of Customers
Jacksonville, FL

      2,438,610.012       22.79 %
   

American Enterprise Investment Svc.
FBO 41999970
Minneapolis, MN

      1,792,307.1       16.75 %
   

Morgan Stanley Smith Barney LLC
For the Exclusive Benefit of its Customers
New York, NY

      1,471,643.777       13.75 %
   

Wells Fargo Clearing Services LLC
Special Custody Acct
For the Exclusive Benefit of Customer
St. Louis, MO

      1,255,158.414       11.73 %
   

Pershing LLC
Jersey City, NJ

      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
For the Exclusive Benefit of Its Customers
New York, NY

      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
Owned

  Percentage of
Class Owned
   

American Enterprise Investment Svc
FBO 41999970
Minneapolis, MN

      1,019,172.681       10.19 %
   

Wells Fargo Clearing Services LLC
Special Custody Account
For the Exclusive Benefit of Customer
St. Louis, MO

      776,410.868       7.76 %
   

Pershing LLC
Jersey City, NJ

      702,798.448       7.03 %
   

LPL Financial
Omnibus Customer Account
San Diego, CA

      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 –
Class A Shares

 

American Enterprise Investment Svc.
FBO 41999970
Minneapolis, MN

      72,775.233       18.61 %
 

LPL Financial
Omnibus Customer Account
San Diego, CA

      67,449.656       17.25 %
   

Wells Fargo Clearing Services LLC
Special Custody Acct
For the Exclusive Benefit of Customer
St. Louis, MO

      61,678.527       15.77 %
   

Merrill Lynch Pierce Fenner & Smith, Inc.
For the Sole Benefit of Customers
Jacksonville, FL

      55,938.784       14.31 %
   

Morgan Stanley Smith Barney LLC
For the Exclusive Benefit of its Customers
New York, NY

      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 –
Class A Shares

 

American Enterprise Investment Svc.
FBO 41999970
Minneapolis, MN

      250,352.095       47.54 %
   

Wells Fargo Clearing Services LLC
Special Custody Acct
For the Exclusive Benefit of Customer
St. Louis, MO

      66,187.472       12.57 %
   

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Jersey City, NJ

      59,184.247       11.24 %
   

Morgan Stanley Smith Barney LLC
For the Exclusive Benefit of its Customers
New York, NY

      46,854.078       8.90 %
    Pershing LLC
Jersey City, NJ
      31,938.486       6.07 %

Janus Henderson Global Allocation Fund – Moderate –
Class A Shares

 

American Enterprise Investment Svc.
FBO 41999970
Minneapolis, MN

      442,490.582       58.81 %
  LPL Financial
Omnibus Customer Account
San Diego, CA
      89,666.949       11.92 %

 

M-5


Table of Contents
Fund Name and Class   Shareholder Name and Address  

Number of

Shares
Owned

  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 –
Class A Shares

 

Morgan Stanley Smith Barney LLC
For the Exclusive Benefit of Its Customers
New York, NY

      20,557,948.144       19.53 %
   

Merrill Lynch, Pierce, Fenner & Smith, Inc.
For the Sole Benefit of Its Customers
Jacksonville, FL

      15,054,815.491       14.30 %
   

Raymond James
House Acct Firm #92500015
Omnibus for Mutual Funds
St. Petersburg, FL

      12,932,853.061       12.28 %
   

Wells Fargo Clearing Services LLC
Special Custody Account
For the Exclusive Benefit of Customer
St. Louis, MO

      10,775,321.672       10.23 %
   

Charles Schwab & Co. Inc.
Special Custody Account
FBO Customers
San Francisco, CA

      10,523,355.797       10.00 %
   

Pershing LLC
Jersey City, NJ

      6,173,718.08       5.86 %
   

UBS WM USA
0O0 11011 6100
Omni Account M/F
Weehawken, NJ

      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 –
Class A Shares

 

Morgan Stanley Smith Barney LLC
For the Exclusive Benefit of Its Customers
New York, NY

      516,846.75       14.65 %
   

Merrill Lynch, Pierce, Fenner & Smith, Inc.
For the Sole Benefit of Customers
Jacksonville, FL

      485,609.428       13.77 %
   

Pershing LLC
Jersey City, NJ

      363,918.737       10.32 %
   

Wells Fargo Clearing Services LLC
Special Custody Account
For the Exclusive Benefit of Customer
St. Louis, MO

      347,436.988       9.85 %
   

American Enterprise Investment Svc
FBO 41999970
Minneapolis, MN

      298,190.418       8.45 %
   

LPL Financial
Omnibus Customer Account
San Diego, CA

      254,899.631       7.23 %
   

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Jersey City, NJ

      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 –
Class A Shares

 

Pershing LLC
Jersey City, NJ

      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


Table of Contents
Fund Name and Class   Shareholder Name and Address  

Number of

Shares
Owned

  Percentage of
Class Owned
   

Merrill Lynch, Pierce, Fenner & Smith, Inc.
For the Sole Benefit of Customers
Jacksonville, FL

      87,379.464       10.84 %
   

Raymond James
House Acct Firm #92500015
Omnibus for Mutual Funds
St. Petersburg, FL

      77,768.231       9.65 %
   

Charles Schwab & Co. Inc.
Special Custody Account
FBO Customers
San Francisco, CA

      75,838.589       9.41 %
   

LPL Financial
Omnibus Customer Account
San Diego, CA

      67,531.32       8.38 %
   

American Enterprise Investment Svc
FBO 41999970
Minneapolis, MN

      60,019.715       7.45 %
   

Wells Fargo Clearing Services LLC
Special Custody Account
For the Exclusive Benefit of Customer
St. Louis, MO

      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 –
Class A Shares

 

Wells Fargo Clearing Services LLC
Special Custody Account
For the Exclusive Benefit of Customer
St. Louis, MO

      59,927.446       22.04 %
   

Merrill Lynch, Pierce, Fenner & Smith, Inc.
For the Sole Benefit of Customers
Jacksonville, FL

      46,684.954       17.17 %
   

American Enterprise Investment Svc
FBO 41999970
Minneapolis, MN

      37,500.539       13.79 %
   

Morgan Stanley Smith Barney LLC
For the Exclusive Benefit of Its Customers
New York, NY

      29,641.555       10.90 %
   

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Jersey City, NJ

      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 –
Class A Shares

 

Pershing LLC
Jersey City, NJ

      230,426.306       38.55 %
 

American Enterprise Investment Svc
FBO 41999970
Minneapolis, MN

      57,408.076       9.61 %
   

Wells Fargo Clearing Services LLC
Special Custody Account
For the Exclusive Benefit of Customer
St. Louis, MO

      54,198.568       9.07 %
   

Morgan Stanley Smith Barney LLC
For the Exclusive Benefit of Its Customers
New York, NY

      52,591.251       8.80 %
    LPL Financial
Omnibus Customer Account
San Diego, CA
      52,176.65       8.73 %

 

M-7


Table of Contents
Fund Name and Class   Shareholder Name and Address  

Number of

Shares
Owned

  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 –
Class A Shares

 

Raymond James
House Acct Firm #92500015
Omnibus for Mutual Funds
St. Petersburg, FL

      10,076.969       54.54 %
   

RBC Capital Markets LLC
Mutual Fund Omnibus
Minneapolis, MN

      5,341.531       28.91 %
   

American Enterprise Investment Svc
FBO 41999970
Minneapolis, MN

      1,698.457       9.19 %
    Pershing LLC
Jersey City, NJ
      1,204.492       6.52 %

Janus Henderson Global Technology and Innovation Fund –
Class A Shares

 

Morgan Stanley Smith Barney LLC
For the Exclusive Benefit of Its Customers
New York, NY

      626,647.708       11.93 %
 

Wells Fargo Clearing Services LLC
Special Custody Account
For the Exclusive Benefit of Customer
St. Louis, MO

      591,166.973       11.25 %
   

Merrill Lynch, Pierce, Fenner & Smith, Inc.
For the Sole Benefit of Its Customers
Jacksonville, FL

      589,949.469       11.23 %
   

Pershing LLC
Jersey City, NJ

      462,182.632       8.80 %
   

UBS WM USA
0O0 11011 6100
Omni Account M/F
Weehawken, NJ

      452,792.702       8.62 %
   

National Financial Services LLC
For Exclusive Benefit of Our Cust
Jersey City, NJ

      397,669.897       7.57 %
   

Raymond James
House Acct Firm #92500015
Omnibus for Mutual Funds
St. Petersburg, FL

      351,267.867       6.69 %
   

American Enterprise Investment Svc
FBO 41999970
Minneapolis, MN

      270,778.217       5.16 %
    LPL Financial
Omnibus Customer Account
San Diego, CA
      268,211.351       5.11 %

Janus Henderson Growth and Income Fund –
Class A Shares

 

Morgan Stanley Smith Barney LLC
For the Exclusive Benefit of Its Customers
New York, NY

      374,640.94       22.24 %
   

American Enterprise Investment Svc
FBO 41999970
Minneapolis, MN

      373,840.31       22.19 %
   

Merrill Lynch, Pierce, Fenner & Smith, Inc.
For the Sole Benefit of Customers
Jacksonville, FL

      217,121.874       12.89 %
   

LPL Financial
Omnibus Customer Account
San Diego, CA

      192,401.91       11.42 %
    Pershing LLC
Jersey City, NJ
      86,580.131       5.14 %

 

M-8


Table of Contents
Fund Name and Class   Shareholder Name and Address  

Number of

Shares
Owned

  Percentage of
Class Owned

Janus Henderson High-Yield Fund –
Class A Shares

 

American Enterprise Investment Svc.
FBO 41999970
Minneapolis, MN

      2,760,547.76       61.40 %
   

Morgan Stanley Smith Barney LLC
For the Exclusive Benefit of its Customers
New York, NY

      379,980.106       8.45 %
   

Pershing LLC
Jersey City, NJ

      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 –
Class A Shares

 

Raymond James
House Acct Firm #92500015
Omnibus for Mutual Funds
St. Petersburg, FL

      558,897.597       23.25 %
   

Morgan Stanley Smith Barney LLC
For the Exclusive Benefit of its Customers
New York, NY

      415,857.025       17.30 %
   

Charles Schwab & Co. Inc.
Special Custody Acct
FBO Customers
San Francisco, CA

      403,466.74       16.78 %
   

UBS WM USA
0O0 11011 6100
Omni Account M/F
Weehawken, NJ

      298,613.858       12.42 %
   

Pershing LLC
Jersey City, NJ

      155,859.42       6.48 %
    LPL Financial
Omnibus Customer Account
San Diego, CA
      123,840.099       5.15 %

Janus Henderson Mid Cap Value Fund –
Class A Shares

 

Raymond James
House Acct Firm #92500015
Omnibus for Mutual Funds
St. Petersburg, FL

      361,736.374       11.68 %
   

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Jersey City, NJ

      304,261.547       9.82 %
   

Morgan Stanley Smith Barney LLC
For the Exclusive Benefit of its Customers
New York, NY

      284,593.022       9.19 %
   

Pershing LLC
Jersey City, NJ

      272,915.061       8.81 %
   

Merrill Lynch Pierce Fenner & Smith, Inc.
For the Sole Benefit of Customers
Jacksonville, FL

      269,076.127       8.68 %
   

Wells Fargo Clearing Services LLC
Special Custody Acct
For the Exclusive Benefit of Customer
St. Louis, MO

      259,970.6       8.39 %
   

LPL Financial
Omnibus Customer Account
San Diego, CA

      220,560.783       7.12 %
   

American Enterprise Investment Svc.
FBO 41999970
Minneapolis, MN

      203,782.401       6.58 %
    Charles Schwab & Co. Inc.
Special Custody Acct
FBO Customers
San Francisco, CA
      172,244.78       5.56 %

 

M-9


Table of Contents
Fund Name and Class   Shareholder Name and Address  

Number of

Shares
Owned

  Percentage of
Class Owned

Janus Henderson Multi-Sector Income Fund –
Class A Shares

 

American Enterprise Investment Svc.
FBO 41999970
Minneapolis, MN

      5,439,561.616       33.02 %
   

Wells Fargo Clearing Services LLC
Special Custody Acct
For the Exclusive Benefit of Customer
St. Louis, MO

      2,397,039.847       14.55 %
   

Raymond James
House Acct Firm #92500015
Omnibus for Mutual Funds
St. Petersburg, FL

      1,389,395.531       8.43 %
   

Morgan Stanley Smith Barney LLC
For the Exclusive Benefit of its Customers
New York, NY

      1,306,955.506       7.93 %
   

LPL Financial
A/C 1000-0005
San Diego, CA

      1,276,913.793       7.75 %
   

Merrill Lynch Pierce Fenner & Smith, Inc.
For the Sole Benefit of Customers
Jacksonville, FL

      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 –
Class A Shares

 

American Enterprise Investment Svc
FBO 41999970
Minneapolis, MN

      201,054.425       19.25 %
   

Morgan Stanley Smith Barney LLC
For the Exclusive Benefit of Its Customers
New York, NY

      177,834.81       17.02 %
   

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Jersey City, NJ

      101,931.112       9.76 %
   

Merrill Lynch, Pierce, Fenner & Smith, Inc.
For the Sole Benefit of Customers
Jacksonville, FL

      93,690.744       8.97 %
   

Pershing LLC
Jersey City, NJ

      70,488.926       6.75 %
   

Wells Fargo Clearing Services LLC
Special Custody Account
For the Exclusive Benefit of Customer
St. Louis, MO

      65,777.175       6.30 %
   

LPL Financial
Omnibus Customer Account
San Diego, CA

      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 –
Class A Shares

 

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Jersey City, NJ

      14,425,388.626       54.12 %
   

Merrill Lynch Pierce Fenner & Smith, Inc.
For the Sole Benefit of Customers
Jacksonville, FL

      2,657,268.659       9.97 %
   

American Enterprise Investment Svc.
FBO 41999970
Minneapolis, MN

      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


Table of Contents
Fund Name and Class   Shareholder Name and Address  

Number of

Shares
Owned

  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 –
Class A Shares

 

Wells Fargo Clearing Services LLC
Special Custody Acct
For the Exclusive Benefit of Customer
St. Louis, MO

      151,396.656       17.59 %
   

American Enterprise Investment Svc.
FBO 41999970
Minneapolis, MN

      113,218.998       13.16 %
   

Morgan Stanley Smith Barney LLC
For the Exclusive Benefit of its Customers
New York, NY

      105,819.907       12.30 %
   

Merrill Lynch Pierce Fenner & Smith, Inc.
For the Sole Benefit of Customers
Jacksonville, FL

      93,482.227       10.86 %
   

Raymond James
House Acct Firm #92500015
Omnibus for Mutual Funds
St. Petersburg, FL

      65,314.914       7.59 %
   

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Jersey City, NJ

      58,437.34       6.79 %
   

Pershing LLC
Jersey City, NJ

      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 –
Class A Shares

 

Pershing LLC
Jersey City, NJ

      140,900.589       69.64 %
 

LPL Financial
A/C 1000-0005
San Diego, CA

      19,667.025       9.87 %
   

Empower Trust
FBO Employee Benefits Clients 401K
Greenwood Village, CO

      14,247.417       6.82 %
   

Raymond James
House Acct Firm #92500015
Omnibus for Mutual Funds
St. Petersburg, FL

      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 –
Class A Shares

 

Morgan Stanley Smith Barney LLC
For the Exclusive Benefit of Its Customers
New York, NY

      900,478.902       23.84 %
   

Merrill Lynch, Pierce, Fenner & Smith, Inc.
For the Sole Benefit of Customers
Jacksonville, FL

      597,590.323       15.82 %
   

Wells Fargo Clearing Services LLC
Special Custody Account
For the Exclusive Benefit of Customer
St. Louis, MO

      420,910.58       11.14 %
    UBS WM USA
0O0 11011 6100
Omni Account M/F
Weehawken, NJ
      318,543.617       8.43 %

 

M-11


Table of Contents
Fund Name and Class   Shareholder Name and Address  

Number of

Shares
Owned

  Percentage of
Class Owned
   

Charles Schwab & Co. Inc.
Special Custody Account
FBO Customers
San Francisco, CA

      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 –
Class A Shares

 

Merrill Lynch, Pierce, Fenner & Smith, Inc.
For the Sole Benefit of Customers
Jacksonville, FL

      3,429,631.593       37.66 %
   

American Enterprise Investment Svc
FBO 41999970
Minneapolis, MN

      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 –
Class A Shares

 

Voya Institutional Trust Company
Windsor, CT

      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
Omnibus Customer Account
San Diego, CA

      48,135.553       41.01 %
   

Pershing LLC
Jersey City, NJ

      24,886.742       21.20 %
   

Morgan Stanley Smith Barney LLC
For the Exclusive Benefit of its Customers
New York, NY

      21,766.543       18.55 %
   

Wells Fargo Clearing Services LLC
Special Custody Acct
For the Exclusive Benefit of Customer
St. Louis, MO

      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
House Acct Firm #92500015
Omnibus for Mutual Funds
St. Petersburg, FL

      95,405.731       27.31 %
   

Pershing LLC
Jersey City, NJ

      65,200.29       18.66 %
   

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Jersey City, NJ

      58,352.192       16.70 %
   

LPL Financial
Omnibus Customer Account
San Diego, CA

      56,914.166       16.29 %
   

American Enterprise Investment Svc.

FBO 41999970
Minneapolis, MN

      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


Table of Contents
Fund Name and Class   Shareholder Name and Address  

Number of

Shares
Owned

  Percentage of
Class Owned

Janus Henderson Balanced Fund – Class C Shares

 

Wells Fargo Clearing Services LLC
Special Custody Account
For the Exclusive Benefit of Customer
St. Louis, MO

      9,254,980.913       22.25 %
   

American Enterprise Investment Svc
FBO 41999970
Minneapolis, MN

      6,475,130.445       15.57 %
   

Raymond James
House Acct Firm #92500015
Omnibus for Mutual Funds
St. Petersburg, FL

      5,487,135.98       13.19 %
   

LPL Financial
Omnibus Customer Account
San Diego, CA

      4,209,436.015       10.12 %
   

Charles Schwab & Co. Inc.
Special Custody Account
FBO Customers
San Francisco, CA

      3,664,983.642       8.81 %
   

Pershing LLC
Jersey City, NJ

      3,405,647.36       8.19 %
   

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Jersey City, NJ

      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 –
Class C Shares

 

Wells Fargo Clearing Services LLC
Special Custody Account
For the Exclusive Benefit of Customer
St. Louis, MO

      113,628.284       17.64 %
   

American Enterprise Investment Svc
FBO 41999970
Minneapolis, MN

      88,429.695       13.73 %
   

Raymond James
House Acct Firm #92500015
Omnibus for Mutual Funds
St. Petersburg, FL

      82,094.219       12.74 %
   

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Jersey City, NJ

      80,099.797       12.43 %
   

LPL Financial
Omnibus Customer Account
San Diego, CA

      65,954.447       10.24 %
   

Pershing LLC
Jersey City, NJ

      49,735.84       7.72 %
   

Merrill Lynch, Pierce, Fenner & Smith, Inc.
For the Sole Benefit of Customers
Jacksonville, FL

      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 –
Class C Shares

 

Wells Fargo Clearing Services LLC
Special Custody Acct
For the Exclusive Benefit of Customer
St. Louis, MO

      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


Table of Contents
Fund Name and Class   Shareholder Name and Address  

Number of

Shares
Owned

  Percentage of
Class Owned
   

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Jersey City, NJ

      72,884.667       12.38 %
   

American Enterprise Investment Svc.
FBO 41999970
Minneapolis, MN

      72,288.394       12.27 %
   

LPL Financial
Omnibus Customer Account
San Diego, CA

      70,548.953       11.98 %
   

Morgan Stanley Smith Barney LLC
For the Exclusive Benefit of its Customers
New York, NY

      60,290.455       10.24 %
    Pershing LLC
Jersey City, NJ
      59,299.308       10.07 %

Janus Henderson Enterprise Fund –
Class C Shares

 

Raymond James
House Acct Firm #92500015
Omnibus for Mutual Funds
St. Petersburg, FL

      90,456.259       16.73 %
   

Morgan Stanley Smith Barney LLC
For the Exclusive Benefit of Its Customers
New York, NY

      85,458.742       15.81 %
   

Wells Fargo Clearing Services LLC
Special Custody Account
For the Exclusive Benefit of Customer
St. Louis, MO

      85,232.573       15.77 %
   

LPL Financial
Omnibus Customer Account
San Diego, CA

      81,418.761       15.06 %
   

American Enterprise Investment Svc
FBO 41999970
Minneapolis, MN

      41,780.449       7.73 %
   

Charles Schwab & Co. Inc.
Special Custody Account
FBO Customers
San Francisco, CA

      38,090.363       7.05 %
   

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Jersey City, NJ

      34,526.704       6.39 %
   

Pershing LLC
Jersey City, NJ

      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 –
Class C Shares

 

Morgan Stanley Smith Barney LLC
For the Exclusive Benefit of Its Customers
New York, NY

      26,951.397       36.26 %
   

Wells Fargo Clearing Services LLC
Special Custody Account
For the Exclusive Benefit of Customer
St. Louis, MO

      17,798.244       23.95 %
   

Merrill Lynch, Pierce, Fenner & Smith, Inc.
For the Sole Benefit of Its Customers
Jacksonville, FL

      8,168.26       10.99 %
    Pershing LLC
Jersey City, NJ
      7,856.617       10.57 %

Janus Henderson Flexible Bond Fund –
Class C Shares

  Wells Fargo Clearing Services LLC
Special Custody Acct
For the Exclusive Benefit of Customer
St. Louis, MO
      376,099.913       23.98 %

 

M-14


Table of Contents
Fund Name and Class   Shareholder Name and Address  

Number of

Shares
Owned

  Percentage of
Class Owned
   

American Enterprise Investment Svc.
FBO 41999970
Minneapolis, MN

      339,070.288       21.62 %
   

Pershing LLC
Jersey City, NJ

      315,120.454       20.09 %
   

LPL Financial
Omnibus Customer Account
San Diego, CA

      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 –
Class C Shares

 

American Enterprise Investment Svc
FBO 41999970
Minneapolis, MN

      677,262.713       25.58 %
   

Raymond James
House Acct Firm #92500015
Omnibus for Mutual Funds
St. Petersburg, FL

      408,671.991       15.44 %
   

LPL Financial
Omnibus Customer Account
San Diego, CA

      333,640.159       12.60 %
   

Morgan Stanley Smith Barney LLC
For the Exclusive Benefit of Its Customers
New York, NY

      243,832.114       9.21 %
   

Wells Fargo Clearing Services LLC
Special Custody Account
For the Exclusive Benefit of Customer
St. Louis, MO

      239,586.719       9.05 %
   

Pershing LLC
Jersey City, NJ

      214,565.918       8.11 %
   

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Jersey City, NJ

      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 –
Class C Shares

 

LPL Financial
Omnibus Customer Account
San Diego, CA

      413,02.944       48.76 %
 

Wells Fargo Clearing Services LLC
Special Custody Acct
For the Exclusive Benefit of Customer
St. Louis, MO

      29,133.153       34.39 %
    American Enterprise Investment Svc.
FBO 41999970
Minneapolis, MN
      7,067.165       8.34 %

Janus Henderson Global Allocation Fund – Growth –
Class C Shares

 

Wells Fargo Clearing Services LLC
Special Custody Acct
For the Exclusive Benefit of Customer
St. Louis, MO

      25,564.383       34.84 %
   

American Enterprise Investment Svc.
FBO 41999970
Minneapolis, MN

      19,985.124       27.24 %
   

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Jersey City, NJ

      12,837.096       17.49 %
    LPL Financial
Omnibus Customer Account
San Diego, CA
      8,800.776       11.99 %

 

M-15


Table of Contents
Fund Name and Class   Shareholder Name and Address  

Number of

Shares
Owned

  Percentage of
Class Owned

Janus Henderson Global Allocation Fund – Moderate –
Class C Shares

 

Wells Fargo Clearing Services LLC
Special Custody Acct
For the Exclusive Benefit of Customer
St. Louis, MO

      15,826.198       31.82 %
   

Charles Schwab & Co. Inc.
Exclusive Benefit of Our Customers
Reinvest Account
San Francisco, CA

      13,674.863       27.50 %
   

American Enterprise Investment Svc.
FBO 41999970
Minneapolis, MN

      10,042.381       20.19 %
    LPL Financial
Omnibus Customer Account
San Diego, CA
      8,725.787       17.54 %

Janus Henderson Global Equity Income Fund –
Class C Shares

 

Wells Fargo Clearing Services LLC
Special Custody Account
For the Exclusive Benefit of Customer
St. Louis, MO

      7,039,085.941       19.95 %
   

Charles Schwab & Co. Inc.
Special Custody Account
FBO Customers
San Francisco, CA

      6,116,962.859       17.34 %
   

Morgan Stanley Smith Barney LLC
For the Exclusive Benefit of Its
Customers
New York, NY

      5,580,267.623       15.81 %
   

Raymond James
House Acct Firm #92500015
Omnibus for Mutual Funds
St. Petersburg, FL

      5,417,921.164       15.35 %
   

American Enterprise Investment Svc
FBO 41999970
Minneapolis, MN

      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 –
Class C Shares

 

Wells Fargo Clearing Services LLC
Special Custody Account
For the Exclusive Benefit of Customer
St. Louis, MO

      129,199.41       15.35 %
   

JP Morgan Securities LLC
Omnibus Account
For Exclusive Benefit of Customers
Brooklyn, NY

      103,710.495       12.32 %
   

LPL Financial
Omnibus Customer Account
San Diego, CA

      101,920.46       12.11 %
   

Morgan Stanley Smith Barney LLC
For the Exclusive Benefit of Its Customers
New York, NY

      77,010.874       9.15 %
   

Charles Schwab & Co. Inc.
Special Custody Account
FBO Customers
San Francisco, CA

      74,799.499       8.89 %
   

Pershing LLC
Jersey City, NJ

      72,079.834       8.56 %
    American Enterprise Investment Svc
FBO 41999970
Minneapolis, MN
      70,362.57       8.36 %

 

M-16


Table of Contents
Fund Name and Class   Shareholder Name and Address  

Number of

Shares
Owned

  Percentage of
Class Owned
   

Merrill Lynch, Pierce, Fenner & Smith, Inc.
For the Sole Benefit of Its Customers
Jacksonville, FL

      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 –
Class C Shares

 

LPL Financial
Omnibus Customer Account
San Diego, CA

      28,014.514       33.24 %
   

American Enterprise Investment Svc
FBO 41999970
Minneapolis, MN

      18,609.843       22.08 %
   

Raymond James
House Acct Firm #92500015
Omnibus for Mutual Funds
St. Petersburg, FL

      14,393.561       17.08 %
   

Wells Fargo Clearing Services LLC
Special Custody Account
For the Exclusive Benefit of Customer
St. Louis, MO

      8,886.199       10.54 %
    Pershing LLC
Jersey City, NJ
      5,138.227       6.10 %

Janus Henderson Global Research Fund –
Class C Shares

 

American Enterprise Investment Svc
FBO 41999970
Minneapolis, MN

      9,127.992       29.20 %
   

Wells Fargo Clearing Services LLC
Special Custody Account
For the Exclusive Benefit of Customer
St. Louis, MO

      6,724.78       21.51 %
   

Morgan Stanley Smith Barney LLC
For the Exclusive Benefit of Its Customers
New York, NY

      6,067.813       19.41 %
   

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Jersey City, NJ

      2,928.801       9.37 %
    Pershing LLC
Jersey City, NJ
      2,715.479       8.69 %

Janus Henderson Global Select Fund –
Class C Shares

 

American Enterprise Investment Svc
FBO 41999970
Minneapolis, MN

      2,3941.451       32.22 %
   

Charles Schwab & Co. Inc.
Special Custody Account
FBO Customers
San Francisco, CA

      15,534.788       20.23 %
   

Pershing LLC
Jersey City, NJ

      11,728.428       15.61 %
   

LPL Financial
Omnibus Customer Account
San Diego, CA

      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 –
Class C Shares

 

Janus Henderson US (Holdings) Inc.
Denver, CO

      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


Table of Contents
Fund Name and Class   Shareholder Name and Address  

Number of

Shares
Owned

  Percentage of
Class Owned
    American Enterprise Investment Svc
FBO 41999970
Minneapolis, MN
      1,559.404       18.08 %

Janus Henderson Global Technology and Innovation Fund –
Class C Shares

 

Wells Fargo Clearing Services LLC
Special Custody Account
For the Exclusive Benefit of Customer
St. Louis, MO

      280,640.081       18.64 %
   

Pershing LLC
Jersey City, NJ

      277,614.632       18.44 %
   

American Enterprise Investment Svc
FBO 41999970
Minneapolis, MN

      192,716.201       12.80 %
   

Charles Schwab & Co. Inc.
Special Custody Account
FBO Customers
San Francisco, CA

      177,511.136       11.79 %
   

National Financial Services LLC
For Exclusive Benefit of Our Cust
Jersey City, NJ

      117,867.306       7.83 %
   

Raymond James
House Acct Firm #92500015
Omnibus for Mutual Funds
St. Petersburg, FL

      110,436.3       7.33 %
   

Morgan Stanley Smith Barney LLC
For the Exclusive Benefit of Its Customers
New York, NY

      105,150.042       6.98 %
    LPL Financial
Omnibus Customer Account
San Diego, CA
      94,783.695       6.29 %

Janus Henderson Growth and Income Fund –
Class C Shares

 

Wells Fargo Clearing Services LLC
Special Custody Account
For the Exclusive Benefit of Customer
St. Louis, MO

      148,042.335       29.21 %
   

Raymond James
House Acct Firm #92500015
Omnibus for Mutual Funds
St. Petersburg, FL

      71,038.59       14.02 %
   

American Enterprise Investment Svc
FBO 41999970
Minneapolis, MN

      47,144.974       9.30 %
   

LPL Financial
Omnibus Customer Account
San Diego, CA

      42,797.267       8.44 %
   

Pershing LLC
Jersey City, NJ

      41,400.78       8.17 %
   

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Jersey City, NJ

      36,615.079       7.22 %
   

Merrill Lynch, Pierce, Fenner & Smith, Inc.
For the Sole Benefit of Customers
Jacksonville, FL

      33,189.368       6.55 %
   

Morgan Stanley Smith Barney LLC
For the Exclusive Benefit of Its Customers
New York, NY

      32,118.685       6.34 %
    Charles Schwab & Co. Inc.
Special Custody Account
FBO Customers
San Francisco, CA
      31,437.608       6.20 %

 

M-18


Table of Contents
Fund Name and Class   Shareholder Name and Address  

Number of

Shares
Owned

  Percentage of
Class Owned

Janus Henderson High-Yield Fund –
Class C Shares

 

Pershing LLC
Jersey City, NJ

      190,919.875       53.98 %
 

American Enterprise Investment Svc.
FBO 41999970
Minneapolis, MN

      62,470.571       17.66 %
   

Charles Schwab & Co. Inc.
Special Custody Acct
FBO Customers
San Francisco, CA

      32,869.308       9.29 %
   

Wells Fargo Clearing Services LLC
Special Custody Acct
For the Exclusive Benefit of Customer
St. Louis, MO

      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 –
Class C Shares

 

Charles Schwab & Co. Inc.
Special Custody Acct
FBO Customers
San Francisco, CA

      65,921.236       37.78 %
   

Raymond James
House Acct Firm #92500015
Omnibus for Mutual Funds
St. Petersburg, FL

      44,004.422       25.22 %
   

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Jersey City, NJ

      22,790.411       13.06 %
    LPL Financial
Omnibus Customer Account
San Diego, CA
      11,647.887       6.68 %

Janus Henderson Mid Cap Value Fund –
Class C Shares

 

Wells Fargo Clearing Services LLC
Special Custody Acct
For the Exclusive Benefit of Customer
St. Louis, MO

      45,909.157       16.51 %
   

Charles Schwab & Co. Inc.
Special Custody Acct
FBO Customers
San Francisco, CA

      43,168.212       15.52 %
   

LPL Financial
Omnibus Customer Account
San Diego, CA

      40,516.368       14.57 %
   

Pershing LLC
Jersey City, NJ

      32,671.868       11.75 %
   

Raymond James
House Acct Firm #92500015
Omnibus for Mutual Funds
St. Petersburg, FL

      29,564.125       10.63 %
   

American Enterprise Investment Svc.
FBO 41999970
Minneapolis, MN

      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 –
Class C Shares

 

American Enterprise Investment Svc.
FBO 41999970
Minneapolis, MN

      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


Table of Contents
Fund Name and Class   Shareholder Name and Address  

Number of

Shares
Owned

  Percentage of
Class Owned
   

Charles Schwab & Co. Inc.
Special Custody Acct
FBO Customers
San Francisco, CA

      1,613,909.864       11.74 %
   

LPL Financial
Omnibus Customer Account
San Diego, CA

      1,379,222.02       10.03 %
   

Raymond James
House Acct Firm #92500015
Omnibus for Mutual Funds
St. Petersburg, FL

      1,074,520.691       7.82 %
    Pershing LLC
Jersey City, NJ
      746,899.787       5.43 %

Janus Henderson Overseas Fund –
Class C Shares

 

Morgan Stanley Smith Barney LLC
For the Exclusive Benefit of Its Customers
New York, NY

      29,908.773       19.38 %
   

Raymond James
House Acct Firm #92500015
Omnibus for Mutual Funds
St. Petersburg, FL

      27,530.332       17.84 %
   

Wells Fargo Clearing Services LLC
Special Custody Account
For the Exclusive Benefit of Customer
St. Louis, MO

      22,613.79       14.65 %
   

Charles Schwab & Co. Inc.
Special Custody Account
FBO Customers
San Francisco, CA

      21,145.549       13.70 %
   

National Financial Services LLC
For Exclusive Benefit of Our Cust
Jersey City, NJ

      12,509.594       8.11 %
   

LPL Financial
Omnibus Customer Account
San Diego, CA

      9,781.923       6.34 %
    American Enterprise Investment Svc
FBO 41999970
Minneapolis, MN
      8,512.012       5.52 %

Janus Henderson Research Fund –
Class C Shares

 

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Jersey City, NJ

      28,773.791       21.80 %
   

LPL Financial
Omnibus Customer Account
San Diego, CA

      22,790.529       17.26 %
   

Morgan Stanley Smith Barney LLC
For the Exclusive Benefit of Its Customers
New York, NY

      20,094.67       15.22 %
   

Wells Fargo Clearing Services LLC
Special Custody Account
For the Exclusive Benefit of Customer
St. Louis, MO

      18,165.676       13.76 %
   

Raymond James
House Acct Firm #92500015
Omnibus for Mutual Funds
St. Petersburg, FL

      16,116.786       12.21 %
    American Enterprise Investment Svc
FBO 41999970
Minneapolis, MN
      7,907.731       5.99 %

 

M-20


Table of Contents
Fund Name and Class   Shareholder Name and Address  

Number of

Shares
Owned

  Percentage of
Class Owned

Janus Henderson Short Duration Flexible Bond Fund –
Class C Shares

 

Wells Fargo Clearing Services LLC
Special Custody Acct
For the Exclusive Benefit of Customer
St. Louis, MO

      744,043.069       25.92 %
   

American Enterprise Investment Svc.
FBO 41999970
Minneapolis, MN

      586,103.704       20.42 %
   

LPL Financial
Omnibus Customer Account
San Diego, CA

      373,054.088       13.00 %
   

Pershing LLC
Jersey City, NJ

      341,003.296       11.88 %
   

Raymond James
House Acct Firm #92500015
Omnibus for Mutual Funds
St. Petersburg, FL

      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 –
Class C Shares

 

American Enterprise Investment Svc.
FBO 41999970
Minneapolis, MN

      87,295.35       25.43 %
   

Wells Fargo Clearing Services LLC
Special Custody Acct
For the Exclusive Benefit of Customer
St. Louis, MO

      73,072.995       22.87 %
   

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Jersey City, NJ

      63,471.169       17.48 %
   

Raymond James
House Acct Firm #92500015
Omnibus for Mutual Funds
St. Petersburg, FL

      24,548.979       6.77 %
   

Charles Schwab & Co. Inc.
Special Custody Acct
FBO Customers
San Francisco, CA

      16,472.092       5.06 %
    Pershing LLC
Jersey City, NJ
      16,453.837       5.69 %

Janus Henderson Small-Mid Cap Value Fund –
Class C Shares

 

LPL Financial
Omnibus Customer Account
San Diego, CA

      12,746.118       34.58 %
   

Pershing LLC
Jersey City, NJ

      9,887.901       26.82 %
   

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Jersey City, NJ

      7,977.218       21.64 %
   

Charles Schwab & Co. Inc.
Special Custody Acct
FBO Customers
San Francisco, CA

      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


Table of Contents
Fund Name and Class   Shareholder Name and Address  

Number of

Shares
Owned

  Percentage of
Class Owned

Janus Henderson Triton Fund –
Class C Shares

 

American Enterprise Investment Svc
FBO 41999970
Minneapolis, MN

      233,305.813       57.45 %
   

LPL Financial
Omnibus Customer Account
San Diego, CA

      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 –
Class C Shares

 

American Enterprise Investment Svc
FBO 41999970
Minneapolis, MN

      6,961.73       38.29 %
   

Morgan Stanley Smith Barney LLC
For the Exclusive Benefit of Its Customers
New York, NY

      3,867.887       21.27 %
   

Raymond James
House Acct Firm #92500015
Omnibus for Mutual Funds
St. Petersburg, FL

      1,851.5       10.18 %
   

Pershing LLC
Jersey City, NJ

      1,627.651       8.95 %
    LPL Financial
Omnibus Customer Account
San Diego, CA
      1561.975       8.59 %

Janus Henderson Absolute Return Income Opportunities Fund –
Class I Shares

 

LPL Financial
Omnibus Customer Account
San Diego, CA

      351,075.376       23.71 %
 

Charles Schwab & Co. Inc.
Exclusive Benefit of Our Customers
Reinvest Account
San Francisco, CA

      312,760.093       21.12 %
   

Pershing LLC
Jersey City, NJ

      197,581.14       13.34 %
   

Morgan Stanley Smith Barney LLC
For the Exclusive Benefit of its Customers
New York, NY

      158,532.206       10.70 %
   

UBS WM USA
0O0 11011 6100
Spec Cdy A/C Excl Ben Cust UBSFSI
Weehawken, NJ

      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 –
Class I Shares

 

American Enterprise Investment Svc.
FBO 41999970
Minneapolis, MN

      786,469.141       18.34 %
 

Charles Schwab & Co Inc.
Exclusive Benefit of Our Customers
Reinvest Account
San Francisco, CA

      782,131.448       18.24 %
   

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Jersey City, NJ

      601,495.228       14.03 %
    LPL Financial
A/C 1000-0005
San Diego, CA
      330,093.585       7.70 %

 

M-22


Table of Contents
Fund Name and Class   Shareholder Name and Address  

Number of

Shares
Owned

  Percentage of
Class Owned
   

Merrill Lynch Pierce Fenner & Smith, Inc.
For the Sole Benefit of Customers
Jacksonville, FL

      319,263.973       7.45 %
   

Wells Fargo Clearing Services LLC
Special Custody Acct
For the Exclusive Benefit of Customer
St. Louis, MO

      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 –
Class I Shares

 

Charles Schwab & Co. Inc.
Exclusive Benefit of Our Customers
Reinvest Account
San Francisco, CA

      95,314,145.844       35.01 %
   

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Jersey City, NJ

      25,247,134.422       9.27 %
   

American Enterprise Investment Svc
FBO 41999970
Minneapolis, MN

      22,597,469.694       8.30 %
   

Merrill Lynch, Pierce, Fenner & Smith, Inc.
For the Sole Benefit of Customers
Jacksonville, FL

      20,826,222.195       7.65 %
   

LPL Financial
Omnibus Customer Account
San Diego, CA

      19,548,191.787       7.18 %
   

Morgan Stanley Smith Barney LLC
For the Exclusive Benefit of Its Customers
New York, NY

      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 –
Class I Shares

 

American Enterprise Investment Svc
FBO 41999970
Minneapolis, MN

      4,779,135.295       21.15 %
   

Charles Schwab & Co. Inc.
Exclusive Benefit of Our Customers
Reinvest Account
San Francisco, CA

      3,276,881.333       14.51 %
   

Raymond James
House Acct Firm #92500015
Omnibus for Mutual Funds
St. Petersburg, FL

      3,169,724.452       14.03 %
   

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Jersey City, NJ

      2,557,345.756       11.32 %
   

LPL Financial
Omnibus Customer Account
San Diego, CA

      2,499,237.368       11.06 %
   

Pershing LLC
Jersey City, NJ

      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 –
Class I Shares

  National Financial Services LLC
For Exclusive Benefit of Our Cust
Jersey City, NJ
      15,710,462.684       33.50 %

 

M-23


Table of Contents
Fund Name and Class   Shareholder Name and Address  

Number of

Shares
Owned

  Percentage of
Class Owned
   

Charles Schwab & Company Inc.
Special Custody Acct
FBO Customers
San Francisco, CA

      6,500,518.312       13.86 %
   

Morgan Stanley Smith Barney LLC
For the Exclusive Benefit of its Customers
New York, NY

      5,733,746.205       12.23 %
   

American Enterprise Investment Svc.
FBO 41999970
Minneapolis, MN

      3,347,810.426       7.14 %
   

UBS WM USA
0O0 11011 6100
Omni Account M/F
Weehawken, NJ

      2,882,271.407       6.15 %
   

Merrill Lynch Pierce Fenner & Smith, Inc.
For the Sole Benefit of Customers
Jacksonville, FL

      2,837,359.567       6.05 %
    Pershing LLC
Jersey City, NJ
      2,609,388.945       5.56 %

Janus Henderson Enterprise Fund –
Class I Shares

 

Charles Schwab & Co. Inc.
Exclusive Benefit of Our Customers
Reinvest Account
San Francisco, CA

      10,749,550.368       16.02 %
   

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Jersey City, NJ

      9,754,793.239       14.54 %
   

LPL Financial
Omnibus Customer Account
San Diego, CA

      9,698,698.691       14.45 %
   

Raymond James
House Acct Firm #92500015
Omnibus for Mutual Funds
St. Petersburg, FL

      8,751,113.068       13.04 %
   

American Enterprise Investment Svc
FBO 41999970
Minneapolis, MN

      5,929,740.982       8.84 %
    Pershing LLC
Jersey City, NJ
      3,951,227.339       5.89 %

Janus Henderson European Focus Fund –
Class I Shares

 

Morgan Stanley Smith Barney LLC
For the Exclusive Benefit of Its Customers
New York, NY

      1,772,766.414       26.20 %
   

National Financial Services LLC
For Exclusive Benefit of Our Cust
Jersey City, NJ

      1,173,495.135       17.34 %
   

Merrill Lynch, Pierce, Fenner & Smith, Inc.
For the Sole Benefit of Customers
Jacksonville, FL

      903,427.63       13.35 %
   

Charles Schwab & Co. Inc.
Special Custody Acct
FBO Customers
San Francisco, CA

      814,991.931       12.05 %
   

Wells Fargo Clearing Services LLC
Special Custody Account
For the Exclusive Benefit of Customer
St. Louis, MO

      496,219.943       7.33 %
    UBS WM USA
0O0 11011 6100
Omni Account M/F
Weehawken, NJ
      437,442.017       6.47 %

 

M-24


Table of Contents
Fund Name and Class   Shareholder Name and Address  

Number of

Shares
Owned

  Percentage of
Class Owned

Janus Henderson Flexible Bond Fund –
Class I Shares

  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
For the Exclusive Benefit of its Customers
New York, NY

      14,140,368.102       11.05 %
   

American Enterprise Investment Svc.
FBO 41999970
Minneapolis, MN

      13,742,061.059       10.73 %
   

Charles Schwab & Co. Inc.
Exclusive Benefit of Our Customers
Reinvest Account
San Francisco, CA

      9,727,226.923       7.60 %
   

The Northern Trust Company As Custodian
FBO Confederated Tribe of Grand Ronde
Chicago, IL

      9,609,152.746       7.51 %
   

Trukan & Co
Witchita, KS

      8,556,074.363       6.68 %
   

LPL Financial
Omnibus Customer Account
San Diego, CA

      7,579,886.475       5.92 %
   

UBS WM USA
0O0 11011 6100
Spec Cdy A/C Excl Ben Cust UBSFSI
Weehawken, NJ

      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 –
Class I Shares

 

Morgan Stanley Smith Barney LLC
For the Exclusive Benefit of Its Customers
New York, NY

      5,811,748.294       14.44 %
   

Raymond James
House Acct Firm #92500015
Omnibus for Mutual Funds
St. Petersburg, FL

      5,373,206.331       13.35 %
   

American Enterprise Investment Svc
FBO 41999970
Minneapolis, MN

      5,087,974.957       12.64 %
   

Merrill Lynch, Pierce, Fenner & Smith, Inc.
For the Sole Benefit of Customers
Jacksonville, FL

      4,682,374.137       11.64 %
   

Charles Schwab & Co. Inc.
Exclusive Benefit of Our Customers
Reinvest Account
San Francisco, CA

      4,624,240.162       11.49 %
   

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Jersey City, NJ

      3,672,381.436       9.13 %
   

Pershing LLC
Jersey City, NJ

      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 –
Class I Shares

  National Financial Services LLC
For the Exclusive Benefit of Our Customers
Jersey City, NJ
      73,408.126       43.55 %

 

M-25


Table of Contents
Fund Name and Class   Shareholder Name and Address  

Number of

Shares
Owned

  Percentage of
Class Owned
   

American Enterprise Investment Svc.
FBO 41999970
Minneapolis, MN

      30,468.594       18.07 %
   

LPL Financial
Omnibus Customer Account
San Diego, CA

      28,422.492       16.86 %
   

Matrix Trust Company Cust
FBO Transportation Federal Credit
Denver, CO

      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 –
Growth –
Class I Shares

 

Mid Atlantic Trust Company
FBO Sentry Life Insurance Company 401K
Pittsburgh, PA

      720,640.614       66.83 %
 

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Jersey City, NJ

      93,337.618       8.66 %
    American Enterprise Investment Svc.
FBO 41999970
Minneapolis, MN
      84,907.415       7.87 %

Janus Henderson Global Allocation Fund – Moderate –
Class I Shares

 

Matrix Trust Company Cust
FBO Transportation Federal Credit
Denver, CO

      56,543.322       19.06 %
 

American Enterprise Investment Svc.
FBO 41999970
Minneapolis, MN

      44,478.67       14.99 %
   

LPL Financial
Omnibus Customer Account
San Diego, CA

      31,873.941       10.74 %
   

Wells Fargo Clearing Services LLC
Special Custody Acct
For the Exclusive Benefit of Customer
St. Louis, MO

      31,737.079       10.70 %
   

UBS WM USA
0O0 11011 6100
Spec Cdy A/C Excl Ben Cust UBSFSI
Weehawken, NJ

      26,047.236       8.78 %
   

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Jersey City, NJ

      24,069.645       8.11 %
   

Matrix Trust Company Custodian
FBO Trustees of Transportation Federal Credit
Denver, CO

      21,266.744       7.17 %
   

Pershing LLC
Jersey City, NJ

      16,915.144       5.70 %
   

Charles Schwab & Co. Inc.
Exclusive Benefit of Our Customers
Reinvest Account
San Francisco, CA

      16,248.827       5.48 %
    Charles Schwab & Co. Inc.
Special Custody Acct.
FBO Customers
San Francisco, CA
      14,980.081       5.05 %

 

M-26


Table of Contents
Fund Name and Class   Shareholder Name and Address  

Number of

Shares
Owned

  Percentage of
Class Owned

Janus Henderson Global Equity Income Fund –
Class I Shares

 

Raymond James
House Acct Firm #92500015
Omnibus for Mutual Funds
St. Petersburg, FL

      108,016,693.007       14.76 %
   

National Financial Services LLC
For Exclusive Benefit of Our Cust
Jersey City, NJ

      93,993,047.59       12.84 %
   

Morgan Stanley Smith Barney LLC
For the Exclusive Benefit of Its Customers
New York, NY

      83,598,703.24       11.42 %
   

Charles Schwab & Company Inc.
Special Custody Account
FBO Customers
San Francisco, CA

      73,638,390.752       10.06 %
   

American Enterprise Investment Svc
FBO 41999970
Minneapolis, MN

      70,244,524.017       9.60 %
   

Charles Schwab & Co. Inc.
Special Custody Account
FBO Customers
San Francisco, CA

      47,612,799.000       6.51 %
   

LPL Financial
Omnibus Customer Account
San Diego, CA

      43,771,314.553       5.98 %
   

UBS WM USA
0O0 11011 6100
Omni Account M/F
Weehawken, NJ

      42,432,820.046       5.80 %
   

Merrill Lynch, Pierce, Fenner & Smith, Inc.
For the Sole Benefit of Its Customers
Jacksonville, FL

      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 –
Class I Shares

 

Merrill Lynch, Pierce, Fenner & Smith, Inc.
For the Sole Benefit of Customers
Jacksonville, FL

      3,984,163.66       19.59 %
   

Charles Schwab & Co. Inc.
Exclusive Benefit of Our Customers
Reinvest Account
San Francisco, CA

      2,701,544.59       13.28 %
   

American Enterprise Investment Svc
FBO 41999970
Minneapolis, MN

      2,128,195.081       10.46 %
   

Morgan Stanley Smith Barney LLC
For the Exclusive Benefit of Its Customers
New York, NY

      2,071,955.539       10.19 %
   

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Jersey City, NJ

      2,048,261.48       10.07 %
   

LPL Financial
Omnibus Customer Account
San Diego, CA

      1,473,861.879       7.25 %
    Pershing LLC
Jersey City, NJ
      1,082,378.234       5.32 %

Janus Henderson Global Real Estate Fund –
Class I Shares

  National Financial Services LLC
For the Exclusive Benefit of Our Customers
Jersey City, NJ
      3,969,649.886       30.54 %

 

M-27


Table of Contents
Fund Name and Class   Shareholder Name and Address  

Number of

Shares
Owned

  Percentage of
Class Owned
   

LPL Financial
Omnibus Customer Account
San Diego, CA

      3,570,370.342       27.47 %
   

Maril & Co.
FBO 8M
C/O Reliance Trust Company WI
Milwaukee, WI

      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 –
Class I Shares

 

Charles Schwab & Co. Inc.
Exclusive Benefit of Our Customers
Reinvest Account
San Francisco, CA

      428,317.315       18.89 %
   

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Jersey City, NJ

      353,772.445       15.60 %
   

American Enterprise Investment Svc
FBO 41999970
Minneapolis, MN

      249,072.54       10.98 %
   

Pershing LLC
Jersey City, NJ

      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 –
Class I Shares

 

Pershing LLC
Jersey City, NJ

      2,140,070.212       31.42 %
 

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Jersey City, NJ

      1,135,817.236       16.67 %
   

Charles Schwab & Co. Inc.
Exclusive Benefit of Our Customers
Reinvest Account
San Francisco, CA

      710,125.089       10.42 %
   

LPL Financial
Omnibus Customer Account
San Diego, CA

      593,027.21       8.71 %
   

Raymond James
House Acct Firm #92500015
Omnibus for Mutual Funds
St. Petersburg, FL

      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 –
Class I Shares

  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 –
Class I Shares

 

Charles Schwab & Co. Inc.
Special Custody Account
FBO Customers
San Francisco, CA

      3,593,099.594       18.20 %
   

National Financial Services LLC
For Exclusive Benefit of Our Cust
Jersey City, NJ

      2,473,261.149       12.53 %
    Pershing LLC
Jersey City, NJ
      1,920,294.737       9.73 %

 

M-28


Table of Contents
Fund Name and Class   Shareholder Name and Address  

Number of

Shares
Owned

  Percentage of
Class Owned
   

Morgan Stanley Smith Barney LLC
For the Exclusive Benefit of Its Customers
New York, NY

      1,776,333.759       9.00 %
   

Merrill Lynch, Pierce, Fenner & Smith, Inc.
For the Sole Benefit of Its Customers
Jacksonville, FL

      1,534,850.896       7.78 %
   

American Enterprise Investment Svc
FBO 41999970
Minneapolis, MN

      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
FBO Broward Health
Brooklyn, NY

      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 –
Class I Shares

 

Morgan Stanley Smith Barney LLC
For the Exclusive Benefit of Its Customers
New York, NY

      950,067.78       17.76 %
   

Charles Schwab & Co. Inc.
Exclusive Benefit of Our Customers
Reinvest Account
San Francisco, CA

      876,557.833       16.38 %
   

American Enterprise Investment Svc
FBO 41999970
Minneapolis, MN

      687,730.223       12.85 %
   

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Jersey City, NJ

      660,266.964       12.34 %
   

Raymond James
House Acct Firm #92500015
Omnibus for Mutual Funds
St. Petersburg, FL

      391,460.297       7.32 %
   

Pershing LLC
Jersey City, NJ

      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 –
Class I Shares

 

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Jersey City, NJ

      7,628,257.146       39.16 %
   

Pershing LLC
Jersey City, NJ

      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 –
Class I Shares

 

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Jersey City, NJ

      2,139,022.829       25.22 %
   

Raymond James
House Acct Firm #92500015
Omnibus for Mutual Funds
St. Petersburg, FL

      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


Table of Contents
Fund Name and Class   Shareholder Name and Address  

Number of

Shares
Owned

  Percentage of
Class Owned
   

LPL Financial
Omnibus Account
San Diego, CA

      708,469.956       8.35 %
   

Pershing LLC
Jersey City, NJ

      699,481.418       8.25 %
   

RBC Capital Markets, LLC
Mutual Fund Omnibus
Minneapolis, MN

      581,940.753       6.86 %
   

Charles Schwab & Co. Inc.
Special Custody Acct
FBO Customers
San Francisco, CA

      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 –
Class I Shares

 

Charles Schwab & Co. Inc.
Exclusive Benefit of Our Customers
Reinvest Account
San Francisco, CA

      2,771,112.316       21.67 %
   

Wells Fargo Clearing Services LLC
Special Custody Acct
For the Exclusive Benefit of Customer
St. Louis, MO

      1,503,167.65       11.75 %
   

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Jersey City, NJ

      1,211,944.778       9.48 %
   

Pershing LLC
Jersey City, NJ

      1,116,739.579       8.73 %
   

Raymond James
House Acct Firm #92500015
Omnibus for Mutual Funds
St. Petersburg, FL

      988,916.379       7.73 %
   

LPL Financial
Omnibus Customer Account
San Diego, CA

      897,074.331       7.01 %
   

UBS WM USA
0O0 11011 6100
Spec Cdy A/C Excl Ben Cust UBSFSI
Weehawken, NJ

      728,261.907       5.69 %
    American Enterprise Investment Svc.
FBO 41999970
Minneapolis, MN
      646,592.247       5.06 %

Janus Henderson Multi-Sector Income Fund –
Class I Shares

 

American Enterprise Investment Svc.
FBO 41999970
Minneapolis, MN

      192,638,621.289       27.92 %
   

Charles Schwab & Co. Inc.
Exclusive Benefit of Our Customers
Reinvest Account
San Francisco, CA

      124,255,415.687       18.01 %
   

LPL Financial
A/C 1000-0005
San Diego, CA

      89,169,809.666       12.93 %
   

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Jersey City, NJ

      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


Table of Contents
Fund Name and Class   Shareholder Name and Address  

Number of

Shares
Owned

  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 –
Class I Shares

 

Charles Schwab & Co. Inc.
Exclusive Benefit of Our Customers
Reinvest Account
San Francisco, CA

      5,242,723.489       18.98 %
   

Morgan Stanley Smith Barney LLC
For the Exclusive Benefit of Its Customers
New York, NY

      3,543,655.027       12.83 %
   

American Enterprise Investment Svc
FBO 41999970
Minneapolis, MN

      3,129,832.15       11.33 %
   

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Jersey City, NJ

      2,670,390.739       9.66 %
   

Pershing LLC
Jersey City, NJ

      1,806,917.488       6.54 %
   

LPL Financial
Omnibus Customer Account
San Diego, CA

      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 –
Class I Shares

 

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Jersey City, NJ

      9,881,546.463       55.01 %
   

Charles Schwab & Co. Inc.
Exclusive Benefit of Our Customers
Reinvest Account
San Francisco, CA

      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 –
Class I Shares

 

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Jersey City, NJ

      59,360,844.888       54.04 %
   

Pershing LLC
Jersey City, NJ

      14,758,206.698       13.44 %
   

Charles Schwab & Co. Inc.
Exclusive Benefit of Our Customers
Reinvest Account
San Francisco, CA

      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 –
Class I Shares

 

Wells Fargo Clearing Services LLC
Special Custody Acct
For the Exclusive Benefit of Customer
St. Louis, MO

      2,464,381.367       20.77 %
   

Charles Schwab & Co. Inc.
Exclusive Benefit of Our Customers
Reinvest Account
San Francisco, CA

      2,099,774.385       17.70 %
    American Enterprise Investment Svc.
FBO 41999970
Minneapolis, MN
      1,540,999.589       12.99 %

 

M-31


Table of Contents
Fund Name and Class   Shareholder Name and Address  

Number of

Shares
Owned

  Percentage of
Class Owned
   

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Jersey City, NJ

      1,454,614.23       12.26 %
   

Raymond James
House Acct Firm #92500015
Omnibus for Mutual Funds
St. Petersburg, FL

      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 –
Class I Shares

 

Charles Schwab & Co. Inc.
Exclusive Benefit of Our Customers
Reinvest Account
San Francisco, CA

      193,279.762       44.47 %
   

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Jersey City, NJ

      127,706.398       29.39 %
    Pershing LLC
Jersey City, NJ
      34,110.437       7.85 %

Janus Henderson Triton Fund –
Class I Shares

 

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Jersey City, NJ

      4,020,284.534       17.68 %
   

Charles Schwab & Co. Inc.
Exclusive Benefit of Our Customers
Reinvest Account
San Francisco, CA

      3,218,390.663       14.15 %
   

Merrill Lynch, Pierce, Fenner & Smith, Inc.
For the Sole Benefit of Customers
Jacksonville, FL

      2,302,017.518       10.12 %
   

American Enterprise Investment Svc
FBO 41999970
Minneapolis, MN

      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 –
Class I Shares

 

Janus Henderson US (Holdings) Inc.
Denver, CO

      22,095.705       41.10 %*
 

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Jersey City, NJ

      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 –
Class I Shares

 

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Jersey City, NJ

      718,752.63       27.93 %
   

Charles Schwab & Co. Inc.
Exclusive Benefit of Our Customers
Reinvest Account
San Francisco, CA

      514,898.305       20.01 %
   

Morgan Stanley Smith Barney LLC
For the Exclusive Benefit of Its Customers
New York, NY

      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


Table of Contents
Fund Name and Class   Shareholder Name and Address  

Number of

Shares
Owned

  Percentage of
Class Owned

Janus Henderson Small Cap Value Fund –
Class L Shares

 

Charles Schwab & Co. Inc.
Reinvest Account
San Francisco, CA

      854,214.177       26.45 %
   

Vanguard Fiduciary Trust Co.
Valley Forge, PA

      392,320.438       12.15 %
    LJP JR
Atlanta, GA
      270,613.494       8.38 %

Janus Henderson Absolute Return Income Opportunities Fund –
Class N Shares

 

National Financial Services LLC
Jersey City, NJ

      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 –
Class N Shares

 

BNP Paribas RCC
Global Allocation Fund-Growth
Adaptive Risk Managed U.S. Equity
Jersey City, NJ

      1,562,398.403       40.29 %
   

BNP Paribas RCC
Global Allocation Fund-Moderate
Adaptive Risk Managed U.S. Equity
Jersey City, NJ

      986,003.429       25.43 %
   

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Jersey City, NJ

      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 –
Class N Shares

 

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Jersey City, NJ

      17,190,235.07       32.51 %
   

Merrill Lynch, Pierce, Fenner & Smith, Inc.
For the Sole Benefit of Customers
Jacksonville, FL

      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 –
Class N Shares

 

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Jersey City, NJ

      2,546,082.294       65.77 %
   

Ascensus Trust Company
FBO AFL Telecommunications LLC SVGS AN
Fargo, ND

      382,006.475       9.87 %
   

Empower Trust
FBO Employee Benefits Clients 401K
Greenwood Village, CO

      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 –
Class N Shares

 

BNP Paribas RCC
Global Allocation Fund-Conservative
Developed World Bond Omnibus
Jersey City, NJ

      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


Table of Contents
Fund Name and Class   Shareholder Name and Address  

Number of

Shares
Owned

  Percentage of
Class Owned
   

TIAA Trust, N.A
As Cust/Ttee of Retirement Plans
Charlotte, NC National Financial Services LLC
For the Exclusive Benefit of Our Customers
Jersey City, NJ

      1,170,400.741       10.40 %
   

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Jersey City, NJ TIAA Trust, N.A
As Cust/Ttee of Retirement Plans
Charlotte, NC

      1,120,839.924       9.96 %
   

BNP Paribas RCC
Global Allocation Fund-Growth
Developed World Bond Omnibus
Jersey City, NJ

      1,115,365.884       9.91 %
   

Empower Trust
FBO Empower Benefit Plans
Greenwood Village, CO

      1,076,514.123       9.57 %
    Drivewealth LLC
Mutual Omnibus
Jersey City, NJ
      732,725.509       6.51 %

Janus Henderson Enterprise Fund –
Class N Shares

 

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Jersey City, NJ

      16,257,399.96       35.32 %
   

Merrill Lynch, Pierce, Fenner & Smith, Inc.
For the Sole Benefit of Customers
Jacksonville, FL

      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 –
Class N Shares

 

BNP Paribas RCC
Global Allocation Fund – Growth
European Focus Fund Omnibus Account
Jersey City, NJ

      374,368.159       43.99 %
   

BNP Paribas RCC
Global Allocation Fund – Moderate
European Focus Fund Omnibus Account
Jersey City, NJ

      236,608.944       27.80 %
   

BNP Paribas RCC
Global Allocation Fund – Conservative
European Focus Fund Omnibus Account
Jersey City, NJ

      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 –
Class N Shares

 

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Jersey City, NJ

      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
Fund –
Class N Shares

 

DCGT Trustee &/or Custodian
FBO PLIC Various Retirement Plans Omnibus
Des Moines, IA

      2,650,295.225       24.47 %
   

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Jersey City, NJ

      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


Table of Contents
Fund Name and Class   Shareholder Name and Address  

Number of

Shares
Owned

  Percentage of
Class Owned
    Voya Retirement Insurance and Annuity Company
Windsor, CT
      586,142.751       5.41 %

Janus Henderson Global Equity Income Fund –
Class N Shares

 

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Jersey City, NJ

      15,037,390.02       24.27 %
   

Merrill Lynch, Pierce, Fenner & Smith, Inc.
For the Sole Benefit of Customers
Jacksonville, FL

      6,974,884.511       11.26 %
   

SEI Private Trust Company
c/o M&T Bank ID XXX
Oaks, PA

      6,488,891.773       10.47 %
   

Pershing LLC
Jersey City, NJ

      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
Omnibus Account
For Exclusive Benefit of Customers
Brooklyn, NY

      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
For the Exclusive Benefit of Our Customers
Jersey City, NJ

      4,057,192.131       66.40 %
   

Charles Schwab & Co. Inc.
Special Custody Account
FBO Customers
San Francisco, CA

      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 –
Class N Shares

 

Reliance Trust Company
FBO Comerica
Atlanta, GA

      329,032.501       38.68 %
   

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Jersey City, NJ

      251,050.139       29.52 %
    Pension Trust Fund
IBEW Local Union #479
Beaumont, TX
      73,539.615       8.65 %

Janus Henderson Global Select Fund –
Class N Shares

 

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Jersey City, NJ

      1,074,200.126       51.19 %
   

Charles Schwab & Co. Inc.
Special Custody Account
FBO Customers
San Francisco, CA

      269,014.903       12.82 %
   

Empower Trust
FBO Employee Benefits Clients 401K
Greenwood Village, CO

      180,924.292       8.62 %
   

Voya Institutional Trust Co.
FBO VIPS II
Braintree, MA

      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


Table of Contents
Fund Name and Class   Shareholder Name and Address  

Number of

Shares
Owned

  Percentage of
Class Owned

Janus Henderson Global Sustainable Equity Fund –
Class N Shares

 

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Jersey City, NJ

      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 –
Class N Shares

 

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Jersey City, NJ

      1,756,497.679       29.69 %
 

Empower Trust
FBO Employee Benefits Clients 401K
Greenwood Village, CO

      956,924.587       16.17 %
   

Nationwide Trust Company FSB
FBO Participating Retirement Plans
Columbus, OH

      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.
Denver, CO

      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 –
Class N Shares

 

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Jersey City, NJ

      650,771.081       33.24 %
   

BNP Paribas RCC
Global Allocation Fund – Growth
Growth and Income Omnibus Account
Jersey City, NJ

      332,232.799       16.97 %
   

Empower Trust BNP Paribas RCC
FBO Employee Benefits Clients 401K
Greenwood Village, CO

      223,970.73       11.44 %
   

BNP Paribas RCC
Global Allocation Fund – Moderate
Growth and Income Omnibus Account
Jersey City, NJ

      209,683.193       10.71 %
   

Ascensus Trust Company
FBO Vera Bradley Designs Inc. PSP
Denver, CO

      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 –
Class N Shares

 

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Jersey City, NJ

      2,349,766.64       66.57 %
   

Empower Trust
FBO Employee Benefits Clients 401K
Greenwood Village, CO

      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 –
Class N Shares

  National Financial Services LLC
For the Exclusive Benefit of Our Customers
Jersey City, NJ
      146,504.698       75.90 %

 

M-36


Table of Contents
Fund Name and Class   Shareholder Name and Address  

Number of

Shares
Owned

  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 –
Class N Shares

 

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Jersey City, NJ

      4,388,238.53       28.80 %
   

Associated Trust Company
Green Bay, WI

      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 –
Class N Shares

 

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Jersey City, NJ

      5,477,735.237       32.45 %
   

Empower Trust
FBO Employee Benefits Clients 401K
Greenwood Village, CO

      2,100,809.498       12.45 %
   

DCGT Trustee & or Custodian
FBO PLIC Various Retirement Plans Omnibus
Des Moines, IA

      1,581,615.166       9.37 %
   

Northern TrustCo
FBO Janus Henderson Multi-Sector Income Collective Fund
Chicago, IL

      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
C/O US Bank
Milwaukee, WI

      3,577,490.535       30.76 %
   

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Jersey City, NJ

      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 –
Class N Shares

 

Mid Atlantic Trust Company
FBO Sentry Life Insurance Company 401K
Pittsburgh, PA

      1,837,355.464       29.45 %
   

John Hancock Trust Company LLC
Boston, MA

      1,584,948.772       25.41 %
   

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Jersey City, NJ

      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 –
Class N Shares

 

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Jersey City, NJ

      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 –
Class N Shares

  National Financial Services LLC
For the Exclusive Benefit of Our Customers
Jersey City, NJ
      4,033,876.278       24.15 %

 

M-37


Table of Contents
Fund Name and Class   Shareholder Name and Address  

Number of

Shares
Owned

  Percentage of
Class Owned
   

SEI Private Trust Company
C/O Country Financial
Oaks, PA

      1,444,322.292       8.65 %
   

OK Pub Emp Ret Sys Brd of Trustees
FBO OK St Emp DCP SoonerSave 457
C/O FASCore LLC
Greenwood Village, CO

      1,278,733.203       7.66 %
   

Merrill Lynch Pierce Fenner & Smith Inc.
For the Sole Benefit of Customers
Jacksonville, FL

      981,750.953       5.88 %
   

MAC & CO
A/C 558623
Pittsburgh, PA

      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 –
Class N Shares

 

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Jersey City, NJ

      309,944.721       40.00 %
   

Voya Institutional Trust Company
Windsor, CT

      187,486.582       24.20 %
   

State Street Bank & Trust As Cust
FBO ADP Access Product
Boston, MA

      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
For the Exclusive Benefit of Our Customers
Jersey City, NJ

      21,000,432.2       25.80 %
   

State Street Bank & Trust as Cust
FBO ADP Access Product
Boston, MA

      9,305,704.828       11.43 %
   

DCGT Trustee &/or Custodian
FBO PLIC Various Retirement Plans Omnibus
Des Moines, IA

      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 –
Class N Shares

 

BNP Paribas RCC
Global Allocation Fund – Growth
Emerging Markets Omnibus Account
Jersey City, NJ

      571,604.106       37.34 %
   

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Jersey City, NJ

      401,095.177       26.20 %
   

BNP Paribas RCC
Global Allocation Fund – Moderate
Emerging Markets Omnibus Account
Jersey City, NJ

      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 –
Class N Shares

  Empower Trust
FBO Employee Benefits Clients 401K
Greenwood Village, CO
      1,165,234.957       23.18 %

 

M-38


Table of Contents
Fund Name and Class   Shareholder Name and Address  

Number of

Shares
Owned

  Percentage of
Class Owned
   

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Jersey City, NJ

      761,727.017       15.15 %
   

Empower Trust
FBO Employee Benefits Clients 401K
Greenwood Village, CO

      401,178.096       7.98 %
   

Empower Trust
FBO Empower Benefits Plans
Greenwood Village, CO

      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 –
Class R Shares

 

Sammons Financial Network LLC
West Des Moines, IA

      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
West Des Moines, IA

      3,061,186.942       34.56 %
   

Voya Institutional Trust Company
Windsor, CT

      2,640,894.437       29.81 %
   

State Street Bank & Trust as Cust
FBO ADP Access Product
Boston, MA

      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 –
Class R Shares

 

State Street Bank & Trust as Cust
FBO ADP Access Product
Boston, MA

      34,427.996       38.61 %
   

Empower Trust Company LLC.
FBO Plan Premier Omnibus
Greenwood Village, CO

      11,446.179       12.84 %
   

Matrix Trust Company Cust
FBO Thompson & Company 401(K) Plan
Denver, CO

      6,385.774       7.16 %
   

Ascensus Trust Company
FBO Truth for Life RetPlan XXXXX
Fargo, ND

      5,938.431       6.66 %
    Matrix Trust Company Trustee
FBO Justicorp Savings
Denver, CO
      4,992.482       5.60 %

Janus Henderson Enterprise Fund –
Class R Shares

 

Sammons Financial Network LLC
West Des Moines, IA

      329,796.481       43.61 %
 

State Street Bank & Trust as Cust
FBO ADP Access Product
Boston, MA

      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


Table of Contents
Fund Name and Class   Shareholder Name and Address  

Number of

Shares
Owned

  Percentage of
Class Owned
    Voya Institutional Trust Company
Windsor, CT
      393,157.172       32.39 %

Janus Henderson Forty Fund –
Class R Shares

 

Talcott Resolution Life Ins. Company
Separate Account DC IV
Hartford, CT

      887,189.453       44.82 %
   

State Street Bank & Trust as Cust
FBO ADP Access Product
Boston, MA

      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 –
Class R Shares

 

Sammons Financial Network LLC
West Des Moines, IA

      80,044.464       91.43 %

Janus Henderson Global Select Fund –
Class R Shares

 

Empower Trust Company
FBO Plan Premier Rtmt Plans Omnibus
Greenwood Village, CO

      70,790.99       77.54 %
    Pershing LLC
Jersey City, NJ
      8,097.55       8.87 %

Janus Henderson Global Sustainable Equity Fund –
Class R Shares

 

Janus Henderson US (Holdings) Inc.
Denver, CO

      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 –
Class R Shares

 

State Street Bank & Trust as Cust
FBO ADP Access Product
Boston, MA

      16,185.749       24.72 %
   

American United Life Ins. Co.
AUL American Unit Trust
Indianapolis, IN

      11,983.671       18.30 %
   

Empower Trust Company
FBO Plan Premier Rtmt Plans Omnibus
Greenwood Village, CO

      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 –
Class R Shares

 

State Street Bank & Trust As Cust
FBO ADP Access Product
Boston, MA

      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 –
Class R Shares

 

Sammons Financial Network LLC
West Des Moines, IA

      1,087,332.475       52.32 %
 

Empower Trust Company LLC
FBO PlanPremier Rtmt Plans Omnibus
Greenwood Village, CO

      211,072.588       10.16 %
   

Talcott Resolution Life Ins Company
Separate Account DC IV
Hartford, CT

      195,756.721       9.42 %
    State Street Bank & Trust As Cust
FBO ADP Access Product
Boston, MA
      144,656.99       6.96 %

 

M-40


Table of Contents
Fund Name and Class   Shareholder Name and Address  

Number of

Shares
Owned

  Percentage of
Class Owned

Janus Henderson Overseas Fund –
Class R Shares

 

State Street Bank & Trust as Cust
FBO ADP Access Product
Boston, MA

      123,012.698       30.08 %
   

Talcott Resolution Life Ins. Company
Separate Account DC IV
Hartford, CT

      120,260.681       29.41 %
   

Sammons Financial Network LLC
West Des Moines, IA

      37,750.865       9.23 %
    Voya Institutional Trust Company
Windsor, CT
      21,745.685       5.32 %

Janus Henderson Research Fund –
Class R Shares

 

Sammons Financial Network LLC
West Des Moines, IA

      32,175.871       51.80 %
 

State Street Bank & Trust as Cust
FBO ADP Access Product
Boston, MA

      9,117.54       14.68 %
   

DCGT Trustee &/or Custodian
FBO PLIC Various Retirement Plans Omnibus
Des Moines, IA

      4,424.027       7.12 %
    Merrill Lynch
Jacksonville, FL
      3,661.095       5.89 %

Janus Henderson Small Cap Value Fund –
Class R Shares

 

Sammons Financial Network LLC
West Des Moines, IA

      1,719,029.754       82.41 %
 

Empower Trust Company LLC
FBO PlanPremier Rtmt Plans Omnibus
Greenwood Village, CO

      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 –
Class R Shares

 

Sammons Financial Network LLC
West Des Moines, IA

      2,106,238.815       27.98 %
   

State Street Bank & Trust as Cust
FBO ADP Access Product
Boston, MA

      2,034,163.443       27.02 %
   

DCGT Trustee &/or Custodian
FBO PLIC Various Retirement Plans Omnibus
Des Moines, IA

      572,365.469       7.60 %
   

Charles Schwab & Co. Inc.
Special Custody Account
FBO Institutional Client Accounts
San Francisco, CA

      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 –
Class S Shares

  UMB Bank NA
FBO Fiduciary for Various Retirement Programs
Topeka, KS
      50,199.653       100 %

Janus Henderson Adaptive Risk Managed U.S. Equity Fund –
Class S Shares

 

UMB Bank NA
FBO Fiduciary for Tax Deferred Acct
Topeka, KS

      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


Table of Contents
Fund Name and Class   Shareholder Name and Address  

Number of

Shares
Owned

  Percentage of
Class Owned
   

Security Benefit Life Insurance Co
Special Custody Account
FBO Institutional Client Accounts
San Francisco, CA

      48,567.895       11.06 %
   

Nationwide Trustco FSB
C/O IPO Portfolio Accounting
Columbus, OH

      40,927.224       9.32 %
    Empower Trust
FBO Employee Benefits Clients 401K
Greenwood Village, CO
      22,629.184       5.15 %

Janus Henderson Balanced Fund –
Class S Shares

 

National Financial Services LLC
For Exclusive Benefit of Our Cust
Jersey City, NJ

      3,655,515.899       46.46 %
   

State Street Bank & Trust as Cust
FBO ADP Access Product
Boston, MA

      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
FBO ADP Access Product
Boston, MA

      12,249.669       25.43 %
   

Empower Trust Company
FBO Plan Premier Rtmt Plans Omnibus
Greenwood Village, CO

      9,523.903       19.77 %
   

LPL Financial
Omnibus Customer Account
San Diego, CA

      8,863.865       18.40 %
   

Ascensus Trust Company
FBO Enterprise CP LLC 401K PS
Fargo, ND

      6,425.52       13.34 %
   

FIIOC
FBO Besins Healthcare Inc. 401(K) Plan
Covington, KY

      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 –
Class S Shares

 

FIIOC
FBO Verdeterre Contracting Inc. 401K Plan
Covington, KY

      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 –
Class S Shares

 

State Street Bank & Trust as Cust
FBO ADP Access Product
Boston, MA

      335,836.838       16.91 %
   

UMB Bank NA
FBO Fiduciary for Various Retirement Programs
Topeka, KS

      248,282.068       12.50 %
   

Empower Trust
FBO Great West IRA Advantage
c/o FASCore LLC
Greenwood Village, CO

      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 –
Class S Shares

 

Pershing LLC
Jersey City, NJ

      14,166.114       100 %

 

M-42


Table of Contents
Fund Name and Class   Shareholder Name and Address  

Number of

Shares
Owned

  Percentage of
Class Owned

Janus Henderson Flexible Bond Fund –
Class S Shares

 

UMB Bank NA
FBO Fiduciary for Various Retirement Programs
Topeka, KS

      624,990.944       45.58 %
   

Talcott Resolution Life Ins Company
Separate Account DC IV
Hartford, CT

      107,641.717       7.85 %
   

Empower Trust
FBO Employee Benefits Clients 401K
Greenwood Village, CO

      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
FBO ADP Access Product
Boston, MA

      1,600,227.896       17.85 %
   

Talcott Resolution Life Ins. Company
Separate Account DC IV
Hartford, CT

      1,202,871.972       13.42 %
   

National Financial Services LLC TR
For Exclusive Benefit of Our Cust
Jersey City, NJ

      663,799.88       7.40 %
   

Voya Retirement Insurance and Annuity Company
Windsor, CT

      648,759.715       7.24 %
   

Pershing LLC
Jersey City, NJ

      569,060.066       6.35 %
    Nationwide Trust Company FSB
Columbus, OH
      490,223.591       5.47 %

Janus Henderson Global Allocation Fund – Conservative –
Class S Shares

 

FIIOC
FBO BWG MD Inc. 401(K) Plan and Trust
Covington, KY

      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 –
Class S Shares

 

FIIOC
FBO BWG MD Inc. 401(K) Plan and Trust
Covington, KY

      4,335.127       36.56 %
 

Empower Trust
FBO Employee Benefits Clients 401K
Greenwood Village, CO

      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 –
Class S Shares

 

FIIOC
FBO Ecco III Enterprises Inc. Profit Sharing Plan
Covington, KY

      20,209.931       54.66 %
   

Empower Trust Company LLC
FBO Plan Premier Retirement Plans Omnibus
Greenwood Village, CO

      8,877.849       24.01 %
   

FIIOC
FBO BWG MD Inc. 401(K) Plan and Trust
Covington, KY

      5,029.233       13.60 %
    Ascensus Trust Company
FBO KGA Architecture 401K Profit Shar
XXXXXX
Fargo, ND
      1,906.439       5.16 %

 

M-43


Table of Contents
Fund Name and Class   Shareholder Name and Address  

Number of

Shares
Owned

  Percentage of
Class Owned

Janus Henderson Global Equity Income Fund –
Class S Shares

 

UMB Bank NA
FBO Fiduciary for Various Retirement Programs
Topeka, KS

      1,906,451.606       60.28 %
    Voya Institutional Trust Company
Windsor, CT
      1,186,058.66       37.50 %

Janus Henderson Global Life Sciences Fund –
Class S Shares

 

UMB Bank NA
FBO Fiduciary for Various Retirement Programs
Topeka, KS

      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 –
Class S Shares

 

Voya Institutional Trust Company
Windsor, CT

      457,680.658       88.47 %

Janus Henderson Global Research Fund –
Class S Shares

 

Talcott Resolution Life Ins. Company
Separate Account DC IV
Hartford, CT

      25,582.322       13.46 %
   

UMB Bank NA
FBO Fiduciary for Various Retirement Programs
Topeka, KS

      24,963.623       13.13 %
   

Empower Trust
FBO Employee Benefits Clients 401K
Greenwood Village, CO

      23,304.004       12.26 %
   

Detectives Endowment Association AN
Greenwood Village, CO

      17,516.944       9.22 %
   

Voya Institutional Trust Company
Windsor, CT

      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 –
Class S Shares

 

DCGT Trustee &/or Custodian
FBO PLIC Various Retirement Plans Omnibus
Des Moines, IA

      7,300.18       49.60 %
   

National Financial Services LLC TR
For Exclusive Benefit of Our Cust
Jersey City, NJ

      6,419.541       43.61 %
    LPL Financial
Omnibus Customer Account
San Diego, CA
      999.6       6.79 %

Janus Henderson Global Sustainable Equity Fund –
Class S Shares

 

Janus Henderson US (Holdings) Inc.
Denver, CO

      5,177.967       100 %*

Janus Henderson Global Technology and Innovation Fund –
Class S Shares

 

National Financial Services LLC TR
For Exclusive Benefit of Our Cust
Jersey City, NJ

      264,224.051       47.35 %
 

State Street Bank & Trust as Cust
FBO ADP Access Product
Boston, MA

      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 –
Class S Shares

 

FIIOC
FBO International Contractors Inc.
401K Plan and Trust
Covington, KY

      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


Table of Contents
Fund Name and Class   Shareholder Name and Address  

Number of

Shares
Owned

  Percentage of
Class Owned
   

Nationwide Trust Company FSB
Columbus, OH

      31,433.895       16.51 %
   

Empower Trust
FBO Employee Benefit Clients 401K
Greenwood Village, CO

      19,431.717       10.21 %
   

Charles Schwab & Co. Inc.
Special Custody Account
FBO Institutional Client Accounts
San Francisco, CA

      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 –
Class S Shares

 

Empower Trust Company LLC
FBO PlanPremier Rtmt Plans Omnibus
Greenwood Village, CO

      29,367.422       35.15 %
   

National Financial Services LLC TR
For Exclusive Benefit of Our Cust
Jersey City, NJ

      21,448.573       25.67 %
   

FIIOC
FBO Witwer Construction Inc.
Retirement Plan
Covington, KY

      17,463.898       20.90 %
   

FIIOC
FBO ECCO III Enterprises Inc.
Profit Sharing Plan
Covington, KY

      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 –
Class S Shares

 

Pershing LLC
Jersey City, NJ

      8,383.172       59.59 %
  Janus Henderson US (Holdings) Inc.
Denver, CO
      5,580.78       39.67 %*

Janus Henderson Mid Cap Value Fund –
Class S Shares

 

UMB Bank NA
FBO Fiduciary for Tax Deferred Acct
Topeka, KS

      1,244,135.757       36.98 %
   

Empower Trust
FBO Great West IRA Advantage
C/O FASCore LLC
Greenwood Village, CO

      216,320.931       6.43 %
   

Empower Trust Company LLC
FBO PlanPremier Rtmt Plans Omnibus
Greenwood Village, CO

      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 –
Class S Shares

 

Voya Institutional Trust Company
Windsor, CT

      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 –
Class S Shares

 

UMB Bank NA
FBO Fiduciary for Tax Deferred Accounts
Topeka, KS

      798,637.435       28.94 %
    State Street Bank & Trust as Cust
FBO ADP Access Product
Boston, MA
      713,086.674       25.84 %

 

M-45


Table of Contents
Fund Name and Class   Shareholder Name and Address  

Number of

Shares
Owned

  Percentage of
Class Owned
   

Talcott Resolution Life Ins. Company
Separate Account DC IV
Hartford, CT

      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 –
Class S Shares

 

Reliance Trust Company
FBO Retirement Plans Serviced by MetLife
c/o FASCore LLC
Greenwood Village, CO

      71,358.182       18.62 %
   

Augustar Life Insurance Co.
FBO Its Separate Accounts
Cincinnati, OH

      37,108.811       9.68 %
   

Matrix Trust Company
As Agent for Newport Trust Company
Rawle & Henderson Retirement Plan
Folsom, CA

      36,612.624       9.55 %
   

Vantagepoint Traditional IRA
c/o MissionSquare Retirement
Washington, DC

      36,344.268       9.48 %
   

Vantagepoint Roth IRA
c/o MissionSquare Retirement
Washington, DC

      30,151.083       7.87 %
   

Voya Institutional Trust Company
Windsor, CT

      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
FBO Augmentum Inc. 401K P/S Plan
Covington, KY

      42,189.54       35.52 %
   

FIIOC
FBO Nor-Cal Controls Inc.
Savings and Retirement Plan
Covington, KY

      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
FBO VTC Cust Ttee
FBO State Univ System of Florida 403B
Houston, TX

      378,584.099       44.29 %
   

State Street Bank & Trust As Cust
FBO ADP Access Product
Boston, MA

      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.
Denver, CO

      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
FBO ADP Access Product
Boston, MA

      4,243,248.154       55.57 %
    UMB Bank NA
FBO Fiduciary for Various Retirement Programs
Topeka, KS
      476,851.393       6.25 %

 

M-46


Table of Contents
Fund Name and Class   Shareholder Name and Address  

Number of

Shares
Owned

  Percentage of
Class Owned

Janus Henderson Venture Fund – Class S Shares

 

Empower Trust
FBO Employee Benefits Clients 401K
Greenwood Village, CO

      95,846.642       45.12 %
   

Nationwide Trust Company FSB
FBO Participating Retirement Plans
NTC-PLNS
Columbus, OH

      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.
Reinvest Account
San Francisco, CA

      178,832.656       27.24 %
   

National Financial Svcs Corp
For the Exclusive Benefit of Our Customers
Jersey City, NJ

      140,181.024       21.36 %
   

Charles Schwab & Co. Inc.
Special Custody Acct FBO Customers
San Francisco, CA

      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.
Exclusive Benefit of Our Customers
Reinvest Account
San Francisco, CA

      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.
Exclusive Benefit of Our Customers
Reinvest Account
San Francisco, CA

      40,346,009.16       43.13 %
   

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Jersey City, NJ

      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
For the Exclusive Benefit of Our Customers
Jersey City, NJ

      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
For the Exclusive Benefit of Our Customers
Jersey City, NJ

      1,341,650.782       54.29 %
   

Charles Schwab & Co. Inc.
Exclusive Benefit of Our Customers
Reinvest Account
San Francisco, CA

      404,749.739       16.38 %
   

LPL Financial
Omnibus Customer Account
San Diego, CA

      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


Table of Contents
Fund Name and Class   Shareholder Name and Address  

Number of

Shares
Owned

  Percentage of
Class Owned

Janus Henderson Enterprise Fund – Class T Shares

 

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Jersey City, NJ

      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
For the Exclusive Benefit of Our Customers
Jersey City, NJ

      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.
For the Exclusive Benefit of Our Customers
Jersey City, NJ

      10,003,514.91       40.06 %
   

Charles Schwab & Co. Inc.
Exclusive Benefit of Our Customers
Reinvest Account
San Francisco, CA

      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.
Exclusive Benefit of Our Customers
Reinvest Account
San Francisco, CA

      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 –
Class T Shares

 

Morgan Stanley Smith Barney LLC
For the Exclusive Benefit of its Customers
New York, NY

      137,060.882       22.25 %
 

Charles Schwab & Co. Inc.
Exclusive Benefit of Our Customers
Reinvest Account
San Francisco, CA

      130,521.809       21.19 %
   

National Financial Services Co.
For the Exclusive Benefit of Our Customers
Jersey City, NJ

      109,112.435       17.72 %
   

Edward D Jones & Co.
For the Benefit of Customers
St. Louis, MO

      56,902.78       9.24 %
   

Wells Fargo Clearing Services LLC
Special Custody Acct for the Exclusive Benefit of Customer
Saint Louis, MO

      40,732.317       6.61 %
    Pershing LLC
Jersey City, NJ
      39,769.329       6.46 %

Janus Henderson Global Allocation Fund –
Growth –
Class T Shares

 

National Financial Services Co.
For the Exclusive Benefit of Our Customers
Jersey City, NJ

      307,065.473       34.27 %
  Charles Schwab & Co. Inc.
Exclusive Benefit of Our Customers
Reinvest Account
San Francisco, CA
      207,238.739       23.13 %

 

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Table of Contents
Fund Name and Class   Shareholder Name and Address  

Number of

Shares
Owned

  Percentage of
Class Owned
   

Morgan Stanley Smith Barney LLC
For the Exclusive Benefit of its Customers
New York, NY

      132,300.738       14.77 %
    Vanguard Brokerage Services
Malvern, PA
      49,749.623       5.55 %

Janus Henderson Global Allocation Fund –
Moderate –
Class T Shares

 

National Financial Services Co.
For the Exclusive Benefit of Our Customers
Jersey City, NJ

      295,118.086       31.45 %
 

Charles Schwab & Co. Inc.
Exclusive Benefit of Our Customers
Reinvest Account
San Francisco, CA

      166,971.463       17.80 %
   

Wells Fargo Clearing Services LLC
Special Custody Acct
For the Exclusive Benefit of Customer
St. Louis, MO

      114,193.268       12.17 %
   

Edward D Jones & Co.
For the Benefit of Customers
St. Louis, MO

      79,389.296       8.46 %
   

Morgan Stanley Smith Barney LLC
For the Exclusive Benefit of its Customers
New York, NY

      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 –
Class T Shares

 

Charles Schwab & Co. Inc.
Exclusive Benefit of Our Customers
Reinvest Account
San Francisco, CA

      5,173,733.892       42.32 %
   

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Jersey City, NJ

      4,293,288.178       35.12 %
   

Morgan Stanley Smith Barney LLC
For the Exclusive Benefit of Its Customers
New York, NY

      949,308.518       7.77 %
    LPL Financial
Omnibus Customer Account
San Diego, CA
      650,900.998       5.32 %

Janus Henderson Global Life Sciences Fund –
Class T Shares

 

Charles Schwab & Co. Inc.
Exclusive Benefit of Our Customers
Reinvest Account
San Francisco, CA

      7,459,087.832       46.59 %
   

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Jersey City, NJ

      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 –
Class T Shares

 

Charles Schwab & Co. Inc.
Exclusive Benefit of Our Customers
Reinvest Account
San Francisco, CA

      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 –
Class T Shares

  Charles Schwab & Co. Inc.
Exclusive Benefit of Our Customers
Reinvest Account
San Francisco, CA
      5,374,482.432       42.28 %

 

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Table of Contents
Fund Name and Class   Shareholder Name and Address  

Number of

Shares
Owned

  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 –
Class T Shares

 

Charles Schwab & Co. Inc.
Exclusive Benefit of Our Customers
Reinvest Account
San Francisco, CA

      14,774,997.27       41.38 %
   

National Financial Services Co.
For the Exclusive Benefit of Our Customers
Jersey City, NJ

      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 –
Class T Shares

 

Charles Schwab & Co. Inc.
Exclusive Benefit of Our Customers
Reinvest Account
San Francisco, CA

      26,220.64       58.13 %
   

National Financial Services Co.
For the Exclusive Benefit of Our Customers
Jersey City, NJ

      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 –
Class T Shares

 

Charles Schwab & Co. Inc.
Exclusive Benefit of Our Customers
Reinvest Account
San Francisco, CA

      16,282,093.82       51.20 %
   

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Jersey City, NJ

      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 –
Class T Shares

 

Morgan Stanley Smith Barney LLC
For the Exclusive Benefit of its Customers New York, NY

      2,346,596.75       42.24 %
 

Charles Schwab & Co. Inc.
Special Custody Acct
FBO Customers
San Francisco, CA

      521,989.39       9.40 %
   

Raymond James
House Account Firm #92500015
Omnibus for Mutual Funds
St. Petersburg, FL

      509,792.55       9.18 %
   

Pershing LLC
Jersey City, NJ

      508,485.21       9.15 %
   

RBC Capital Markets LLC
Mutual Fund Omnibus Processing
Minneapolis, MN

      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 –
Class T Shares

  Charles Schwab & Co. Inc.
Exclusive Benefit of Our Customers
Reinvest Account
San Francisco, CA
      14,085,170.44       45.75 %

 

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Table of Contents
Fund Name and Class   Shareholder Name and Address  

Number of

Shares
Owned

  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 –
Class T Shares

 

Charles Schwab & Co. Inc.
Exclusive Benefit of Our Customers
Reinvest Account
San Francisco, CA

      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 –
Class T Shares

 

Charles Schwab & Co. Inc.
Exclusive Benefit of Our Customers
Reinvest Account
San Francisco, CA

      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 –
Class T Shares

 

National Financial Svcs. Corp.
For the Exclusive Benefit of Our Customers
Jersey City, NJ

      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 –
Class T Shares

 

National Financial Svcs. Corp.
For the Exclusive Benefit of Our Customers
Jersey City, NJ

      5,635,637.209       54.00 %
   

Charles Schwab & Co. Inc.
Reinvest Account
San Francisco, CA

      3,141,823.0       30.10 %
    LPL Financial
Omnibus Customer Account
San Diego, CA
      658,073.327       6.31 %

Janus Henderson Overseas Fund –
Class T Shares

 

Charles Schwab & Co. Inc.
Exclusive Benefit of Our Customers
Reinvest Account
San Francisco, CA

      4,271,577.722       42.81 %
   

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Jersey City, NJ

      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 –
Class T Shares

 

Charles Schwab & Co. Inc.
Exclusive Benefit of Our Customers
Reinvest Account
San Francisco, CA

      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 –
Class T Shares

 

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Jersey City, NJ

      32,653,260.68       58.00 %
   

Charles Schwab & Co. Inc.
Exclusive Benefit of Our Customers
Reinvest Account
San Francisco, CA

      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 %

 

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Table of Contents
Fund Name and Class   Shareholder Name and Address  

Number of

Shares
Owned

  Percentage of
Class Owned

Janus Henderson Small Cap Value Fund –
Class T Shares

 

Charles Schwab & Co. Inc.
Reinvest Account
San Francisco, CA

      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 –
Class T Shares

 

National Financial Services LLC
For Exclusive Benefit of Our Customers
Jersey City, NJ

      210,358.146       45.75 %
   

Charles Schwab & Co. Inc.
Exclusive Benefit of Our Customers
Reinvest Account
San Francisco, CA

      176,282.426       38.34 %
    Voya Institutional Trust Company
Windsor, CT
      26,445.65       5.75 %

Janus Henderson Triton Fund –
Class T Shares

 

National Financial Services Co.
For the Exclusive Benefit of Our Customers
Jersey City, NJ

      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 –
Class T Shares

 

Charles Schwab & Co. Inc.
Exclusive Benefit of Our Customers
Reinvest Account
San Francisco, CA

      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 %

 

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Table of Contents

Appendix N

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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Table of Contents
  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

 

N-3


Table of Contents
  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.

[Remainder of page intentionally left blank]

 

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Table of Contents

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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Table of Contents

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.

[Remainder of page intentionally left blank]

 

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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:

   LOGO   

SCAN

The QR code or visit

www.proxy-direct.com

to vote your shares

     
   LOGO   

CALL

1-800-337-3503

Follow the recorded instructions

available 24 hours

     
   LOGO   

MAIL

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

   LOGO

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

        
            

JIF_35020_021326

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:  

LOGO

LOGO

 

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

        

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_________________________________________

        

 

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

 

 

LOGO

 

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
  /  /              
                 
Scanner bar code
xxxxxxxxxxxxxx     JIF 35020     xxxxxxxx


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LOGO

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.


Table of Contents

LOGO

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