Schedule 14A Information
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [ X ]
Filed by a party other than the Registrant [ ]
Check the appropriate box:
[ X ] 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 Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
___________________________________________________________
(Name of Registrant as Specified In Its Charter)
Janus Investment Fund
- ---------------------------
Name of person(s) Filing Proxy Statement, if other than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
[ X ] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a
-6(i)(1) and 0-11
(1) Title of each class of securities to which
transaction applies:
____________________________________________________
(2) Aggregate number of securities to which
transaction applies:
____________________________________________________
(3) Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule
0-11 (set forth the amount on which the filing fee
is calculated and state how it was determined):
____________________________________________________
(4) Proposed maximum aggregate value of transaction:
____________________________________________________
(5) Total fee paid:
____________________________________________________
1
<PAGE>
<PAGE>
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided
by Exchange Act Rule 0-11(a)(2) and identify the filing
for which the offsetting fee was paid previously.
Identify
the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
____________________________________________________
(2) Form, Schedule or Registration Statement No.:
____________________________________________________
(3) Filing Party:
____________________________________________________
(4) Date Filed:
____________________________________________________
<PAGE>
<PAGE>
Dear Janus Investor,
A short while ago, we let you know about our proposed plan to
liquidate the Janus Intermediate Government Securities Fund
(the "Fund"). The Fund's Trustees have already approved the
plan -- now we need to get the final okay from you.
As you'll recall, there were several reasons for making the
decision to liquidate the Fund. Primarily, the Fund hasn't
grown to a size that allows it to operate efficiently. The
Fund's investment performance has likely contributed to its
inability to achieve significant growth. In addition,
we offer other conservative fixed-income funds -- Janus Short-
Term Bond Fund and the Janus Money Market Funds -- which
reduce the need to offer this type of investment.
Enclosed you'll find the proxy materials needed to vote on
this proposed liquidation, as well as more detailed
information on the plan and our reasons for the liquidation.
Your vote is vital in this process, so please be sure to
complete and return the proxy as soon as possible. We've
included a postage-paid envelope for your convenience, or if
you prefer to vote by telephone, please call 1-800-________.
Keep in mind, if you and your fellow investors decide in favor
of liquidating the Fund, you'll have the choice of either
exchanging the shares in your account to another Janus fund or
receiving a check for the value of those shares.
Please note that you don't have to wait for completion of the
Fund's liquidation (scheduled for January 31, 1997) to
exchange or redeem your shares. You can make your request at
any time by simply calling an Investor Service Representative
at 1-800-525-3713 or by calling our JETS(Registered Trademark)
line at 1-800-525-6125 for automated transactions.
We truly value you as a Janus investor, so we hope you'll
choose to exchange your shares to another Janus fund. If you
decide to do so, please consult the enclosed prospectuses.
We apologize for any inconvenience this may cause you, but we
truly believe that in making this decision, we're acting with
your best interests in mind. Of course, if you have any
questions, don't hesitate to contact us at 1-800-525-3713.
Sincerely,
Thomas H. Bailey
Chairman
1
<PAGE>
<PAGE>
JANUS INTERMEDIATE GOVERNMENT SECURITIES FUND
100 FILLMORE STREET
DENVER, COLORADO 80206
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD JANUARY 21, 1997
A Special Meeting of Shareholders of JANUS INTERMEDIATE
GOVERNMENT SECURITIES FUND (THE "FUND") OF JANUS INVESTMENT
FUND (THE "TRUST") will be held at the offices of the Trust,
720 S. Colorado Blvd., 7th Floor, Denver, Colorado 80222 on
January 21, 1997 at 10:00 a.m. Mountain Time, or at such
adjourned time as may be necessary to vote (the "Meeting") for
the following purposes:
(1) To adopt a Plan of Complete Liquidation (the "Plan")
providing for the liquidation of the Fund's assets
and the distribution of all of the proceeds of such
liquidation, which will be in cash, less an amount
to be provided for debts and liabilities of the
Fund, to the Shareholders of the Fund; and
(2) To transact such other business as may properly come
before the Meeting.
Shareholders of record of the Fund at the close of
business on November 8, 1996 (the "Record Date") will be
entitled to vote at the Meeting. Each share of the Fund is
entitled to one vote, with proportionate voting for fractional
shares.
By direction of the Trustees,
Kelley Abbott Howes
Secretary
November 12, 1996
Denver, Colorado
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, YOU ARE URGED
TO DATE, SIGN AND RETURN THE ENCLOSED PROXY IN THE
ACCOMPANYING STAMPED ENVELOPE. IN ORDER TO AVOID UNNECESSARY
DELAY, WE ASK YOUR COOPERATION IN MAILING THE PROXY PROMPTLY.
2
<PAGE>
<PAGE>
PROXY STATEMENT
JANUS INTERMEDIATE GOVERNMENT SECURITIES FUND
100 FILLMORE STREET
DENVER, COLORADO 80206
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD JANUARY 21, 1997
This Proxy Statement and enclosed form of proxy are
furnished in connection with the solicitation of proxies by
and on behalf of the Trustees of the Trust to be used at a
Special Meeting of Shareholders of the Fund to be held at the
offices of the Fund, 720 S. Colorado Blvd., 7th Floor, Denver,
Colorado 80222, on January 21, 1997, at 10:00 a.m. Mountain
Time or at any adjournment or adjournments thereof (the
"Meeting"), for the purposes set forth in the accompanying
Notice.
This Proxy Statement and the form of proxy are being
mailed to shareholders on or about November 12, 1996. Any
shareholder giving a proxy has the power to revoke it by mail
(addressed to the Secretary of the Trust at the address set
forth above) or in person at the Meeting, by executing a
superseding proxy or by submitting a notice of revocation to
the Fund. 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, for each proposal
referred to in the proxy statement. Shareholders may also
vote by telephone by calling 1-800-__________.
Holders of record of the shares of beneficial interest of
the Fund at the close of business on November 8, 1996 (the
"Record Date") will be entitled to vote on each proposal
presented at the Meeting. On the Record Date, there were
______________ shares ("Shares") of the Fund outstanding.
Each Share of the Fund is entitled to one vote, with
proportionate voting for fractional Shares.
Copies of the Fund's most recent annual and semi-annual
reports are available upon request and without charge by
calling the Fund at 1-800-525-3713 or writing the Fund at the
address first set forth above.
3
<PAGE>
<PAGE>
PROPOSAL 1
TO ADOPT A PLAN OF COMPLETE LIQUIDATION ("PLAN") PROVIDING FOR
THE LIQUIDATION OF THE FUND'S ASSETS AND THE DISTRIBUTION OF
ALL OF THE PROCEEDS OF SUCH LIQUIDATION
The Proposed Plan of Complete Liquidation
At a meeting of the Trustees of the Trust held on
September 10, 1996, the Trustees approved a resolution to
recommend to the Fund's shareholders that the Fund be
liquidated
in accordance with the Plan. A copy of the Plan is
attached as Exhibit A to this Proxy Statement. All
descriptions of the Plan in this Proxy Statement are qualified
in their entirety by reference to such Plan.
The Fund is a series of the Trust, which is organized as
a business trust under Massachusetts law. If the Plan is
adopted by the Fund's shareholders, the Trustees and officers
will proceed on behalf of the Fund to implement the provisions
of the Plan as expeditiously as they deem practicable and in
accordance with Massachusetts law. Such action will include,
among other things, distribution to the shareholders of the
Fund's assets, which will be reduced to cash, and termination
of the Fund. All costs of the liquidation of the Fund (other
than any costs incurred by the Fund in selling its portfolio
securities) will be borne by Janus Capital Corporation ("Janus
Capital"), the Fund's investment adviser.
Background of and Reason for the Plan
Janus Capital and the Trustees believe that with net
assets of $__________ at October 31, 1996, the Fund is too
small to obtain efficiencies in investment operations and a
more competitive expense ratio. Janus Capital currently
waives certain fees and expenses to limit the Fund's total
annual operating expenses to .65% of the Fund's total assets.
However, this waiver has not had the intended result of
enabling the Fund to grow to a sufficient size and Janus
Capital does not believe that a continuation of this waiver
will result in increased sales. Without the waiver, the
Fund's total operating expenses would have been ___% of the
Fund's total assets for the fiscal year ended October 31,
1996.
Despite efforts to increase sales of the Fund's Shares,
Janus Capital believes that it is not likely that the Fund
will experience further material growth in assets in the
foreseeable future. The investment performance of the Fund
has likely contributed to the Fund's inability to achieve
significant growth. Janus Capital believes that its primary
investment management strengths are in individual stock and
bond selection. The Fund does not benefit from these
strengths as much as other Janus funds because the Fund
invests primarily in U.S. government securities. U.S.
government securities generally present minimal credit risk so
the Fund's performance is affected more by interest rate risk
than by credit risk of individual issuers. Thus, Janus
Capital's talent in analyzing credit risk is not utilized.
Since the Fund commenced operations, other conservative
4
<PAGE>
<PAGE>
fixed-income funds have been added to the Janus Funds,
including
Janus Short-Term Bond Fund and three Janus Money Market Funds,
which Janus Capital believes have reduced the demand for the
Fund.
Janus Capital has concluded that the small size of the
Fund will not ultimately produce benefits for shareholders of
a viable and competitive mutual fund. Accordingly, Janus
Capital has recommended that the Fund be liquidated.
Prior to or as part of the liquidation process,
shareholders of the Fund will be permitted to exchange their
Fund Shares for shares of any other Janus fund that is open to
new investors, including Janus Short-Term Bond Fund or any of
the Janus Money Market Funds (copies of the prospectuses for
these funds are included with these materials). Exchanges or
redemptions of shareholders who complete the attached proceeds
instruction card will be processed only upon the liquidation
of the Fund. Shareholders may implement an exchange or
redemption order prior to the liquidation by calling 1-800-
525-3713 or the JETS line at 1-800-525-6125 for automated
transactions (or by following the instructions in the Fund's
prospectus for exchanges or redemptions by mail).
At a meeting on September 10, 1996, and by written
consent dated October 28, 1996, the Trustees considered and
approved the Plan for submission to shareholders for adoption.
In making this determination, the Trustees considered a number
of factors, including the amount of the Fund's assets, the
Fund's performance record, and the prospects for increasing
sales of the Fund's Shares to raise the Fund's assets to a
more viable level. The Trustees also considered the
alternative of merging or reorganizing the Fund into a similar
fund. In addition, the Trustees considered the tax
implications to shareholders of the liquidation, as discussed
under "General Tax Consequences."
In light of these factors, the Trustees concluded that
liquidation of the Fund would be in the best interests of
shareholders. In connection with the pending vote on the
Plan, the Fund ceased selling its shares to new investors on
October 10, 1996. In anticipation of the proposed liquidation
of the Fund, the Fund may begin to shorten its average-
weighted maturity described in the prospectus in order to
better enable an orderly liquidation of the Fund's assets.
Description of the Plan
The Plan will require the Fund to cease engaging in any
business activities, except for the purposes of winding up its
business and affairs, preserving the value of the Fund's
assets, and distributing the proceeds derived from the sale of
the Fund's assets to shareholders in accordance with the
provisions of the Plan. Nevertheless, the Plan permits the
Fund to continue to carry on its activities as a series of an
investment company, as described in its current prospectus,
with regard to existing shareholders and assets, until the
final distribution to shareholders is made. The Plan directs
the Fund to cause the liquidation of its assets to cash
through the sale of its investments as soon as practicable,
depending on market conditions and consistent with the terms
of the Plan, and to pay or provide for the payment of all
outstanding obligations, taxes and other accrued or contingent
liabilities.
5
<PAGE>
<PAGE>
The Plan further requires the officers of the Trust on
behalf of the Fund to arrange for the distribution of the cash
proceeds derived from the sale of the Fund's net assets to the
shareholders on a pro rata basis. Such distribution shall be
made to each shareholder by check, or shareholders who so
elect may exercise the exchange privilege and exchange Shares
of the Fund for shares of other Janus funds, prior to or at
the time of the liquidation. If adopted by shareholders at
the Meeting, the liquidation and distribution are expected to
occur on or about January 31, 1997. The Fund will be closed
to all subsequent investments on January 21, 1997.
The officers of the Trust on behalf of the Fund are
authorized to perform such acts as are necessary, desirable or
convenient to carry out the details of the Plan, and to
execute, acknowledge and deliver any and all documents
necessary to liquidate the net assets of the Fund and to
otherwise carry out the Plan. The Trustees may terminate the
Plan and abandon the liquidation, notwithstanding adoption by
shareholders, at any time prior to final distribution of cash
to shareholders if, in the judgment of the Trustees, the facts
and circumstances make proceeding with the Plan inadvisable.
If the Plan is not adopted, Janus Capital presently
intends to repropose a plan of liquidation.
General Federal Income Tax Consequences
The following is only a general summary of the federal
income tax consequences of the Plan to shareholders who are
United States citizens. The summary does not address the
federal income tax consequences to shareholders who are
corporations, trusts, estates, tax-exempt organizations or
non-U.S. citizens. SHAREHOLDERS SHOULD CONSULT WITH THEIR OWN
TAX ADVISORS FOR ADVICE REGARDING THE APPLICATION OF CURRENT
FEDERAL TAX LAW IN THEIR PARTICULAR SITUATIONS AND WITH
RESPECT TO STATE, LOCAL, FOREIGN, AND OTHER TAX CONSEQUENCES
OF THE PLAN.
The Fund is a diversified mutual fund. Net investment
income is declared daily and paid monthly. Any net realized
capital gains are declared and paid annually. As a result of
the liquidation, distributions may be made more frequently.
As a general rule, the liquidation distribution paid to each
shareholder will be treated for federal income tax purposes as
a payment in exchange for the shareholder's Shares. Thus, a
shareholder who is a United States resident or citizen will be
taxed only to the extent that the distribution exceeds his or
her basis in such Shares; if the amount received is less than
his or her basis, the shareholder will realize a loss. Such
gain or loss will be a capital gain or capital loss if the
shareholder's Shares are held as capital assets, but certain
exemptions may apply.
Shareholders who realize a capital loss on the
distribution may be able to use that capital loss to offset
other taxable capital gains, plus for noncorporate
shareholders, up to $3,000 of ordinary income. Capital losses
of noncorporate shareholders that exceed this limit may be
carried forward indefinitely. Shareholders should consult
with their individual tax advisors to determine if they will
have a loss on the liquidation of the Fund and whether they
are eligible for such tax treatment. Any loss recognized on
Shares held for six months or less will be treated as
6
<PAGE>
<PAGE>
long-term capital loss to the extent that the shareholder has
received any long-term capital gain dividends on such Shares.
Further information concerning the sources of the funds
distributed to shareholders will be forwarded with the
liquidating distribution.
Under the Internal Revenue Code, some shareholders may be
subject to a 31% withholding tax on their liquidating
distributions ("backup withholding"). Generally, shareholders
subject to a backup withholding will be those for whom a
certified taxpayer identification number is not on file with
the Fund or who the Internal Revenue Service has identified as
having furnished an incorrect number or as having failed to
report interest or dividend income on their tax returns.
There may be additional tax consequences for shareholders
holding Shares of the Fund in IRAs or Keogh Plans. Some IRAs
or Keogh Plans which hold Shares may have been established
with custodians who do not possess the power to reinvest the
liquidating distribution, but instead must immediately
distribute such amounts to the beneficiary. In this
situation, the amount received by the beneficiary will
constitute a taxable distribution; and if the beneficiary has
not attained 59 1/2 years of age, such distribution will
generally constitute a premature distribution subject to a 10%
penalty tax. This penalty tax is in addition to the
beneficiary's regular federal income tax. However,
beneficiaries who receive a distribution from their IRAs or
Keogh Plans on account of the liquidation of the Fund may be
able to avoid the above-described taxes and characterize the
receipt of the liquidating distribution as a tax-free
distribution if, within 60 days of receipt of the liquidating
distribution, it is "rolled over" into another IRA or an
otherwise qualifying retirement plan. If the shareholder
holds Shares in an IRA, the shareholder may only make a
rollover to another IRA if the shareholder has not made a tax
free rollover from his IRA during the one year period
preceding the receipt of the liquidating distribution. Such a
rollover will not generate a deduction for the current year.
Tax results will vary depending upon the status of each
beneficiary, and therefore each beneficiary who receives a
distribution from his IRA or Keogh Plan on account of the
liquidation of the Fund must consult with his own tax adviser
regarding his personal tax results in this matter.
Required Vote
Under the Trust's Agreement and Declaration of Trust, as
amended, approval of the Plan for the Fund will require the
affirmative vote of the holders of at least a majority of the
outstanding Shares of the Fund entitled to vote, as defined in
the Investment Company Act of 1940 ("1940 Act"). A majority
of the outstanding Shares of the Fund is defined in the 1940
Act as 67% or more of the Shares of the Fund present at the
Meeting, if the holders of more than 50% of the outstanding
voting securities of the Fund are present or represented by
proxy, or the vote of more than 50% of the outstanding voting
securities of the Fund, whichever is less.
THE TRUSTEES, INCLUDING ALL OF THE "NON-INTERESTED"
TRUSTEES, RECOMMEND THAT THE SHAREHOLDERS OF THE FUND VOTE FOR
ADOPTION OF THE PLAN.
7
<PAGE>
<PAGE>
ADDITIONAL INFORMATION
Appraisal Rights
There are no appraisal rights under Massachusetts law for
shareholders upon dissolution of the Fund. Any shareholder of
the Fund may, however, redeem his or her shares at net asset
value prior to the date of the dissolution of the Fund or
exchange their shares of the Fund for shares of other Janus
funds.
Manner of Voting Proxies
In the event a quorum is not present at the Meeting or in
the event a quorum is present but sufficient votes to approve
the proposal are not received, the persons named as proxies
may propose one or more adjournments of the Meeting to permit
further solicitation of proxies. Any such adjournment will
require the affirmative vote of a majority of those shares
represented at the Meeting in person or by proxy. If a quorum
is present, the persons named as proxies will vote those
proxies that they are entitled to vote "FOR" Proposal 1 in
favor of an adjournment and will vote those proxies required
to be voted "AGAINST" Proposal 1 against the adjournment.
Under the Trust's Declaration of Trust, a quorum is
constituted by the presence in person or by proxy of the
holders of 30% of the aggregate number of shares of the Fund
entitled to vote at the Meeting.
Broker "non-votes" (that is, proxies from brokers or
nominees indicating that such persons have not received
instructions from the beneficial owner or other persons
entitled to vote shares on a particular matter with respect to
which the brokers or nominees do not have discretionary power)
and abstentions will have the same effect as shares voted
against Proposal 1.
The expense of the preparation, printing and mailing of
the enclosed form of proxy, Notice and Proxy Statement and
other expenses relating to the Meeting (other than any costs
incurred by the Fund in selling its portfolio securities) will
be borne by Janus Capital. Janus Capital has engaged
___________________ to assist in proxy solicitation at an
estimated cost to Janus Capital of $_____________. To obtain
the necessary representation at the Meeting, supplementary
solicitations may be made by mail or telephone by employees of
Janus Capital or Janus Service Corporation, the Trust's
transfer agent, who will receive no extra compensation for
their services. Proxies solicited and signed in accordance
with voting instructions given by telephone or electronically
transmitted instruments may be counted if obtained pursuant to
procedures designed to verify that such instructions have been
authorized.
Investment Adviser and Distributor
Janus Capital Corporation and Janus Distributors, Inc.,
100 Fillmore Street, Denver, Colorado 80206, serve as the
Fund's Investment Adviser and Distributor, respectively.
8
<PAGE>
<PAGE>
Principal Holders of Voting Securities
The following table sets forth certain information as of
November 8, 1996, with respect to each person or group known
to be the beneficial owner of more than 5% of the Fund's
outstanding voting securities:
<TABLE>
<CAPTION>
<S> <C> <C>
Amount and Percent
Name and Address of Nature of Beneficial of
Beneficial Owner Ownership Shares
</TABLE>
The following table sets forth information about ownership of
shares of the Fund by the Trust's officers and Trustees as of
November 8, 1996:
<TABLE>
<CAPTION>
<S> <C> <C>
Amount and Percent
Name, Address Nature of Beneficial of
and Title Ownership Shares
</TABLE>
Independent Accountants
The Fund's Independent Accountants, Price Waterhouse,
LLP, are expected to be present at the Meeting to respond to
shareholder questions.
Submission of Shareholder Proposals
The Fund does not generally hold annual shareholders'
meetings, but will hold special meetings as required or deemed
desirable. Since the Fund does not hold regular shareholders'
meetings, the anticipated date of the next special
shareholders meeting (if any) cannot be provided.
Shareholders wishing to submit proposals for consideration for
inclusion in a proxy statement for a subsequent shareholders'
meeting of the Fund (if any) should send their written
proposals to the Secretary of the Trust at the address set
forth on the cover of this Proxy Statement and the proposals
must be received no later than four months prior to the date
when the proxy statement for any such subsequent meeting is
mailed to shareholders.
9
<PAGE>
<PAGE>
Other Matters to Come Before the Meeting
The Trustees do not intend to present any other business
at the Meeting, nor are they aware that any shareholder
intends to do so. If, however, any other matters are properly
brought before the Meeting, the persons named in the
accompanying proxy card will vote on any other matter
properly brought before the Meeting in accordance with their
judgment.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY IN ORDER TO
AVOID UNNECESSARY DELAY AND COST. SHAREHOLDERS ARE THEREFORE
URGED TO COMPLETE, SIGN, DATE AND RETURN THE PROXY CARD AS
SOON AS POSSIBLE IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
November 12, 1996 JANUS INVESTMENT FUND
10
<PAGE>
<PAGE>
EXHIBIT A
PLAN OF COMPLETE LIQUIDATION
JANUS INVESTMENT FUND (the "Trust"), a Massachusetts
Business Trust, on behalf of Janus Intermediate Government
Securities Fund (the "Fund"), shall proceed to a complete
liquidation of the Fund according to the procedures set forth
in this Plan of Complete Liquidation (the "Plan").
1. The Plan shall be approved by a majority of the
Trustees and the Trustees shall direct that the Plan be
submitted to shareholders of the Fund.
2. The Plan shall be submitted to the shareholders of
the Fund at a meeting called for the purpose of considering
the approval of the Plan. Approval requires the affirmative
vote of a majority of the outstanding shares of the Fund, as
defined in the Investment Company Act of 1940. Upon such
approval, the Plan shall be deemed to have been adopted.
3. Upon adoption of the Plan, the Fund will not engage
in any business activities, except for the purposes of winding
up its business and affairs, preserving the value of the
Fund's assets and distributing the Fund's assets to
shareholders in accordance with the provisions of the Plan,
provided, however, that the Fund may continue to carry on its
activities as a series of an investment company, as described
in its current prospectus, with regard to existing
shareholders, distribution and assets, until final
distribution to shareholders. The Fund shall cause the
liquidation of its assets to cash form as soon as practicable
consistent with the terms of the Plan, by sale or the holding
to maturity of its investments as the Trust's officers and the
Fund's investment adviser shall determine to be advisable, and
pay or provide for the payment of all outstanding obligations,
taxes and other accrued or contingent liabilities. The Fund
shall be deemed to have duly provided for payment by remitting
to the Fund's investment adviser funds for such purposes.
4. The Trust's officers shall arrange for the
distribution of the Fund's net assets to the shareholders of
the Fund on a pro rata basis. Such distribution shall be
delivered to each shareholder, or as may otherwise be directed
by each of the shareholders, as soon as practicable
thereafter.
5. The officers of the Trust on behalf of the Fund shall
be, and hereby are, authorized by the approval of the Plan by
the Trustees and shareholders, to perform such acts as are
necessary, desirable or convenient to carry out the details of
the Plan, to execute, acknowledge and deliver any and all
documents necessary to distribute the net assets of the Fund
and to carry out the Plan as set forth herein. The officers
of the Trust on behalf of the Fund shall file IRS Form 966
with the appropriate office of the Internal Revenue Service no
later than 30 days after the Plan is approved by the
shareholders of the Fund.
6. The Trustees may terminate the Plan and abandon the
liquidation of the Fund, notwithstanding adoption by
shareholders, at any time prior to the final distribution of
cash to shareholders if, in the judgment of the Trust's
Trustees, the facts and circumstances make proceeding with the
Plan inadvisable.
11
<PAGE>
<PAGE>
PROXY
JANUS INTERMEDIATE GOVERNMENT SECURITIES FUND
SPECIAL MEETING OF SHAREHOLDERS
JANUARY 21, 1997
The undersigned hereby appoints Steven R. Goodbarn and
Kelley A. Howes and each of them, his attorneys and proxies
with full power of substitution to vote and act with respect
to all shares of the Janus Intermediate Government Securities
Fund ("Fund") held by the undersigned at the Special Meeting
of Shareholders of the Fund to be held at 10:00 a.m., Mountain
Time, on January 21, 1997, at the offices of Janus Investment
Fund, 720 S. Colorado Blvd., 7th Floor, Denver, Colorado
80222, and at any adjournment thereof (the "Meeting"), and
instructs them to vote as indicated on the matters referred to
in the Proxy Statement for the Meeting, receipt of which is
hereby acknowledged, with discretionary power to vote upon
such other business as may properly come before the Meeting.
I. Adoption of Plan of Complete Liquidation:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
This proxy will be voted as specified. IF NO
SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED FOR THE
PROPOSAL TO ADOPT THE PLAN OF COMPLETE LIQUIDATION.
THIS PROXY IS SOLICITED BY THE TRUSTEES OF THE TRUST.
THE TRUSTEES RECOMMEND THAT YOU VOTE FOR ADOPTION OF THE PLAN
OF COMPLETE LIQUIDATION.
Receipt of the Notice of Special Meeting and Proxy
Statement is hereby acknowledged.
Dated _______________________________________
Name of Shareholder(s) -- Please
print or type ___________________________________
___________________________________
Signature(s) of Shareholder(s)___________________
Signature(s) of Shareholder(s)___________________
This proxy must be signed by the beneficial owner of Fund
Shares. If signing as attorney, executor, guardian or in some
representative capacity or as an officer of a corporation,
please add title as such.
PLEASE VOTE, SIGN AND DATE THIS PROXY AND RETURN IT IN
THE ENCLOSED POSTAGE-PAID ENVELOPE.
12
<PAGE>
<PAGE>
Janus Intermediate Government Securities Fund
100 Fillmore Street
Denver, Colorado 80206
PROCEEDS INSTRUCTION CARD
In the event that the Plan of Complete Liquidation of the
Janus Intermediate Government Securities Fund (the "Fund") is
approved by the shareholders ("Shareholders") of the Fund and
implemented by the Trustees of Janus Investment Fund as is
described more fully in the accompanying Proxy Statement, your
pro rata share of the cash proceeds resulting from the
liquidation of the Fund (the "Proceeds") will be invested in
shares of the fund indicated by you below or will be disbursed
directly to you by check. Please indicate how you would like
to receive your proceeds by checking the appropriate box. A
copy of the Prospectus for each of the funds that are open to
new investors is enclosed. Please read the Prospectus
carefully before making your election.
Note: By completing this card, your exchange or redemption
will be processed only upon the liquidation of the Fund. To
implement an exchange or redemption prior to the liquidation
you may call an Investor Service Representative at 1-800-525-
3713 (or our JETS line at 1-800-525-6125 for automated
transactions). See the Fund's prospectus for the federal
income tax consequences related to such an exchange or
redemption.
1. Invest liquidation proceeds in shares of one of the
following:
_
/_/ Janus Money Market Fund - Investor Shares
_
/_/ Janus Government Money Market Fund - Investor
Shares
_
/_/ Janus Tax-Exempt Money Market Fund - Investor
Shares
_
/_/ Janus Short-Term Bond Fund
_
/_/ Janus Federal Tax-Exempt Fund
_
/_/ Janus Flexible Income Fund
_
/_/ Janus Balanced Fund
_
/_/ Janus Fund
_
/_/ Janus Equity Income Fund
_
/_/ Janus Growth and Income Fund
_
/_/ Janus Worldwide Fund
_
/_/ Janus High-Yield Fund
_
/_/ Janus Mercury Fund
_
/_/ Janus Overseas Fund
_
/_/ Janus Venture Fund*
_
/_/ Janus Enterprise Fund
-
/_/ Janus Olympus Fund
-
/_/ Janus Twenty Fund
*Janus Venture Fund is currently closed to new
investors. Only current shareholders in Janus
Venture Fund will be permitted to exchange into that
Fund.
_
2. /_/ Receive redemption proceeds by check (if you do
not select a fund listed above, you will
automatically receive your redemption proceeds
by check).
PLEASE COMPLETE THIS PROCEEDS INSTRUCTION CARD AND RETURN
IT IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
