SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [x]
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))
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ? 240.14a-11(c) or ? 240.14a-2
JANUS ASPEN SERIES
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement if other than 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)(4) 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:
[ ] 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>
IMPORTANT
PROXY MATERIALS
Please cast your vote now.
[TOM BAILEY PICTURE]
Janus Aspen Series, Retirement Shares
Dear Shareholder:
I am writing to let you know that a special meeting of
shareholders of Janus Aspen Series, Retirement Shares, will
be held July 20, 2000. The purpose of the meeting is to
vote on an important proposal regarding the Janus Aspen
Series. As a shareholder, you have the opportunity to voice
your opinion on this matter. We encourage you to do so, as your vote is very
important, regardless of how large or small your holdings may be.
This package contains information regarding this proposal and the materials to
use when voting. To assist you in making an informed vote, we've provided a
detailed overview of the proposal.
The Trustees of Janus Aspen Series are responsible for protecting your interests
as a shareholder. They have determined that the proposal is indeed in the best
interest of shareholders and recommend that you vote for it.
PLEASE READ THE ENCLOSED MATERIALS. TO CAST YOUR VOTE, SIMPLY COMPLETE THE
ENCLOSED PROXY CARD. WE ASK THAT YOU RETURN YOUR CARD PROMPTLY. BE SURE TO SIGN
THE CARD BEFORE MAILING IT IN THE POSTAGE-PAID ENVELOPE.
We have retained Shareholder Communications Corporation, a professional proxy
solicitation firm, to assist with the solicitation of proxies. If you don't vote
your shares, you may receive a phone call from them.
If you have any questions before you vote, please call 1-800-818-0721. They will
be happy to help you get your vote in quickly.
Thank you for your vote, and for taking the time to voice your opinion on this
matter.
Sincerely,
/s/ TOM BAILEY
Tom Bailey
CEO & Chairman
<PAGE>
[JANUS LOGO]
JANUS ASPEN SERIES
RETIREMENT SHARES
100 Fillmore Street
Denver, Colorado 80206-4928
www.janus.com
<TABLE>
<S> <C>
Growth Portfolio Growth and Income Portfolio
Aggressive Growth Portfolio International Growth Portfolio
Capital Appreciation Portfolio Worldwide Growth Portfolio
Balanced Portfolio Flexible Income Portfolio
Equity Income Portfolio Money Market Portfolio
</TABLE>
IMPORTANT INFORMATION TO HELP YOU UNDERSTAND AND VOTE ON THE PROPOSAL
- --------------------------------------------------------------------------------
PLEASE READ THE ENCLOSED PROXY STATEMENT. THE FOLLOWING IS A
BRIEF OVERVIEW OF THE PROPOSAL WE ARE ASKING SHAREHOLDERS TO VOTE
ON. YOUR VOTE IS IMPORTANT. PLEASE SIGN, DATE, AND RETURN THE
ENCLOSED PROXY CARD IN THE ACCOMPANYING POSTAGE-PAID ENVELOPE.
WHAT IS THE PROPOSAL I AM BEING ASKED TO VOTE ON?
We are asking you to vote on a proposal to reorganize Janus Aspen
Series so that the Retirement Shares class of each Portfolio will
be "spun off" to form Janus Adviser Series. Janus Adviser Series
is very much like Janus Aspen Series. In particular, each Janus
Aspen Series Portfolio listed above has a corresponding Fund in
Janus Adviser Series with the same investment objectives and
strategies. As a result of the reorganization, any shares that
you own of the Retirement Shares class of any Janus Aspen
Portfolio will become shares of the corresponding Janus Adviser
Series Fund. For example, if on the date of the reorganization
you own 100 shares of Janus Aspen Growth Portfolio Retirement
Shares, then immediately after the reorganization you would
instead own 100 shares of Janus Adviser Growth Fund.
1
<PAGE>
WHY IS JANUS SPINNING OFF THE RETIREMENT SHARES?
We are proposing to spin off the Retirement Share Class to
eliminate the current requirement that shares be sold only to
certain qualified retirement plans. Without this restriction, we
can respond to requests of plan sponsors for a single set of
Funds that can be made available to plan sponsors and
participants for non-qualified as well as qualified retirement
plan assets. In addition, the spin off will allow generally for
greater asset growth. As assets grow larger, a Fund can benefit
from economies of scale. In the long run, this can mean lower
Fund expenses for you.
WILL THE NEW FUNDS BE DIFFERENT FROM MY CURRENT INVESTMENT CHOICES?
No, as mentioned earlier, each Portfolio of Janus Aspen Series
involved in the proposed reorganization will have a corresponding
Fund in Janus Adviser Series with exactly the same investment
objectives and investment strategies. For example, the Fund
corresponding to Janus Aspen Growth Portfolio is Janus Adviser
Growth Fund. The Portfolio and the Fund have the same investment
objectives and strategies. You should be aware, of course, that
Janus Adviser Series will be separate from Janus Aspen Series, so
the new Funds' investment performance will not be the same as
that of the Janus Aspen Series Portfolios - it could be better or
worse.
HOW WILL THE REORGANIZATION AFFECT FEES AND EXPENSES?
Janus Capital Corporation, the investment adviser of both Janus
Aspen Series and Janus Adviser Series, has agreed to limit
expenses so that they will not increase before July 31, 2003.
Specifically, Janus Capital will limit the expenses of each of
the new Funds to the expense ratio of the corresponding Janus
Aspen Series Portfolio as of May 1, 2000. These limitations will
stay in place until at least July 31, 2003.
In addition, Janus Capital Corporation will pay all the fees
associated with the reorganization, including the cost of
providing these materials to you. Neither Janus Aspen Series nor
Janus Adviser Series - nor you as a shareholder - will bear these
costs.
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<PAGE>
HAVE THE TRUSTEES OF JANUS ASPEN SERIES APPROVED THE PROPOSAL?
Yes. The Trustees have unanimously approved the proposal and
recommend that you vote to approve it.
HOW MANY VOTES MAY I CAST?
For each Portfolio of Janus Aspen Series, you are entitled to one
vote for each share you own of the Retirement Shares class of
that Portfolio on the record date, which was April 11, 2000.
HOW DO I VOTE MY SHARES?
You can vote your shares by completing and signing the enclosed
proxy card or cards and mailing them in the enclosed postage-
paid envelope.
WHO DO I CONTACT IF I HAVE ADDITIONAL QUESTIONS?
Please call 1-800-818-0721.
3
<PAGE>
[JANUS LOGO]
100 Fillmore Street
Denver, Colorado 80206-4928
www.janus.com
<PAGE>
Date
Dear [insert client name]:
Enclosed is a proxy statement seeking shareholder approval of a
proposed reorganization of the Retirement Shares class of Janus Aspen Series.
Also enclosed is a proxy voting card and a Q&A to assist trustees, plan sponsors
and plan participants in making an informed vote. assuming shareholder approval
at the July meeting, we expect the new series to become effective in early
August of this year.
The proposed reorganization will transfer the assets of the retirement
shares of each fund of Janus Aspen Series to a new trust called Janus Adviser
Series. Each fund will re-open as a Janus Adviser Fund with the same investment
objective and track record as the current Janus Aspen Series, Retirement Shares
fund. In addition, the Adviser Series will carry over the assets and performance
record of the Retirement Shares. Your retirement plan will become a shareholder
of the new funds, and the value of the investment would not change as a result
of the reorganization. Janus Capital Corporation would bear the costs of the
reorganization.
The Trustees of Janus Aspen Series have determined that the
reorganization is in the best interest of shareholders and recommend that
shareholders approve the reorganization. in response to requests from our
retirement plan clients, the new funds, unlike the current Janus Aspen Series
funds, will accept both tax-qualified and taxable monies. In addition, Janus
Capital Corporation has agreed to limit the new funds' expenses through July 31,
2003, if the reorganization is approved.
The shareholder of record, which is generally the plan or the plan
trustee, is the one authorized by state law and the Janus Aspen Series charter
to vote the proxy. plan documents or ERISA, however, may require that the voting
rights be passed through to participants. We request that you advise us promptly
if you intend to pass the voting through to participants so that we may provide
additional proxy statements and voting cards.
Please let us know at your earliest convenience of any issues you have
regarding proxy voting procedures by calling Joe Baggett, Director,
Institutional Client Relations, at (800) 525-1068. Of course, please feel free
to contact Russ Shipman or me with any questions. Thank you for your attention
to this most important matter.
Sincerely,
Lars Soderberg
[Title]
<PAGE>
May 9, 2000
Title FirstName LastName
JobTitle
Company
Address1
Address2
City, State PostalCode
Dear FirstName:
I am writing to let you know that we have received Board of Trustees approval
for the proposed reorganization of the Retirement Shares class of Janus Aspen
Series. I have enclosed for your review a copy of the Proxy Statement. In early
May, we will begin mailing the full proxy package to the shareholder of record,
including proxy voting cards and a Q&A to assist shareholders in making an
informed vote. Assuming shareholder approval in July, we expect the
reorganization to be completed by early August of this year.
As you may remember, the proposed reorganization will transfer the assets of the
Retirement Shares to a new trust called Janus Adviser Series. Each Fund in the
Janus Adviser Series will carry over the assets and performance record of the
Retirement Shares. Each fund you now work with will re-open as a Janus Adviser
Series Fund with the same investment objective and track record as the current
Janus Aspen Series, Retirement Shares fund. Your retirement plan will become a
shareholder of the new Funds, and the value of the investment would not change
as a result of the reorganization.
The Trustees of Janus Aspen Series have determined that the reorganization is in
the best interest of shareholders and recommend that shareholders approve the
reorganization. In response to requests from our retirement plan clients, the
new Funds, unlike the current Janus Aspen Series funds, will accept both
tax-qualified and taxable monies. In addition, Janus Capital Corporation has
agreed to limit the new Funds expenses through July 31, 2003, if the
reorganization is approved.
The shareholder of record, which is generally the plan or the plan trustee, is
the one authorized by state law and the Janus Aspen Series charter to vote the
proxy. Proxy materials will be sent to the shareholders address of record.
Some plans and their trustees may require that the voting rights be passed
through to participants. Please call Joe Baggett, Director, Institutional Client
Relations, at (800) 525-1068 promptly if you intend to pass the voting through
to participants. MIS, who will be handling the mailing, will need
participant-level data from your firm so that Proxy Statements and voting cards
can be prepared. Because MIS has specific file requirements, we have enclosed
complete instructions for your convenience.
Please let Joe know of any issues you have regarding proxy voting procedures. Of
course, also feel free to contact Russ Shipman or me with any questions.
Thank you for your attention to this most important matter.
Sincerely,
[GRAPHIC OMITTED][GRAPHIC OMITTED]
Lars O. Soderberg
Vice President and Director, Defined Contribution Services
<PAGE>
The enclosed proxy statement provides details on important issues affecting your
Portfolio. The Portfolio's Board of Trustees recommends that you vote FOR the
proposal.
<TABLE>
<CAPTION>
TELEPHONE FAX MAIL
[PICTURE] [PICTURE] [PICTURE]
<S> <C> <C>
To vote by phone please: To vote by Fax please: To vote by mail please:
1. Read the Proxy Statement and 1. Read the Proxy Statement and 1. Simply return your completed
have your Proxy Card available. have your Proxy Card available. Proxy Card in the enclosed
postage-paid envelope.
2. Call 1-800-818-0721 2. Fax 1-800-733-1885
</TABLE>
Thank you for your prompt vote.
<PAGE>
TWO EASY WAYS TO VOTE
VOTE BY TELEPHONE
It's fast, convenient and your vote is immediately confirmed and posted.
Using a touch-tone telephone call the toll-free number located in the gray
shaded box on the upper left side of your Voting Instruction Form.
FOLLOW THE 4 EASY STEPS:
1. Read the accompanying Proxy Statement and Voting Instruction Form.
2. Call the toll-free phone number.
3. Enter your 12-digit control number located in the gray shaded box on the
right side of your Voting Instruction Form.
4. Follow the simple instructions.
MAKE YOUR VOTE COUNT!
VOTE BY INTERNET
It's fast, convenient and your vote is immediately confirmed and posted. You
will also have the option to register to receive future materials via the
Internet, when available.
WWW.PROXYVOTE.COM
FOLLOW THE 4 EASY STEPS:
1. Read the accompanying Proxy Statement and Voting Instruction Form.
2. Go to website www.proxyvote.com
3. Enter your 12-digit control number located in the gray shaded box on the
right side of your Voting Instruction Form.
4. Follow the simple instructions.
MAKE YOUR VOTE COUNT!
AND REMEMBER...
YOUR VOTE BY TELEPHONE OR INTERNET WILL HELP YOUR COMPANY SAVE MONEY!!! DO NOT
RETURN YOUR VOTING FORM IF YOU VOTED BY TELEPHONE OR INTERNET.
<PAGE>
[JANUS LOGO]
JANUS ASPEN SERIES
RETIREMENT SHARES
100 Fillmore Street
Denver, Colorado 80206-4928
www.janus.com
<TABLE>
<S> <C>
Growth Portfolio Growth and Income Portfolio
Aggressive Growth Portfolio International Growth
Capital Appreciation Portfolio
Portfolio Worldwide Growth Portfolio
Balanced Portfolio Flexible Income Portfolio
Equity Income Portfolio Money Market Portfolio
</TABLE>
Notice Of Special Meeting Of Retirement Shares Class
Shareholders
To Be Held July 20, 2000
A Special Meeting of Shareholders of the Retirement Shares
class (the "Retirement Shares") of the Growth Portfolio,
Aggressive Growth Portfolio, Capital Appreciation Portfolio,
Balanced Portfolio, Equity Income Portfolio, Growth and Income
Portfolio, International Growth Portfolio, Worldwide Growth
Portfolio, Flexible Income Portfolio, and Money Market
Portfolio of Janus Aspen Series will be held at 3773 Cherry
Creek North Drive, Denver, Colorado 80209, on July 20, 2000,
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 approve a reorganization that would transfer the assets
relating to the Retirement Shares class of each Janus
Aspen Series Portfolio to a corresponding Fund of Janus
Adviser Series; and
(2) To transact such other business as may properly come
before the Meeting.
Shareholders of record of the Retirement Shares of each
Portfolio at the close of business on April 11, 2000, are
entitled to vote at the Meeting. Each share of a Portfolio
entitles its record owner to one vote, with proportionate
voting for fractional shares.
By direction of the Trustees,
/s/ KELLEY A. HOWES
-------------------------------
Kelley A. Howes
Secretary
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, WE URGE YOU TO
SIGN, DATE, AND RETURN THE ENCLOSED PROXY CARD IN THE
ACCOMPANYING POSTAGE-PAID ENVELOPE. TO AVOID UNNECESSARY
DELAY, WE ASK YOUR COOPERATION IN MAILING THE PROXY PROMPTLY.
<PAGE>
PROXY STATEMENT
[JANUS LOGO]
JANUS ASPEN SERIES
RETIREMENT SHARES
100 Fillmore Street
Denver, Colorado 80206-4928
www.janus.com
<TABLE>
<S> <C>
Growth Portfolio Growth and Income Portfolio
Aggressive Growth Portfolio International Growth Portfolio
Capital Appreciation Portfolio Worldwide Growth Portfolio
Balanced Portfolio Flexible Income Portfolio
Equity Income Portfolio Money Market Portfolio
</TABLE>
SPECIAL MEETING OF SHAREHOLDERS OF THE
RETIREMENT SHARES CLASS
TO BE HELD JULY 20, 2000
- --------------------------------------------------------------------------------
The Trustees solicit your proxy in connection with a proposed
reorganization of the Janus Aspen Series. If shareholders
approve, the proposed reorganization will "spin-off" the
Retirement Shares class of the Janus Aspen Series to form a new
group of funds, the Janus Adviser Series.
The Janus Aspen Series will consider the proposed reorganization
at a Special Meeting of Shareholders of the Retirement Shares
class of the Growth Portfolio, Aggressive Growth Portfolio,
Capital Appreciation Portfolio, Balanced Portfolio, Equity Income
Portfolio, Growth and Income Portfolio, International Growth
Portfolio, Worldwide Growth Portfolio, Flexible Income Portfolio,
and Money Market Portfolio. The Janus Aspen Series will hold the
Special Meeting at 3773 Cherry Creek North Drive, Denver,
Colorado 80209, on July 20, 2000, at 10:00 a.m. Mountain Time,
and at any adjournments. This proxy statement and the enclosed
form of proxy and accompanying materials are being mailed to
shareholders on or about May 15, 2000.
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<PAGE>
VOTING AND PROXY INFORMATION
- --------------------------------------------------------------------------------
If you were the owner of record of Retirement Shares in any Janus
Aspen Series Portfolio as of April 11, 2000 (the record date),
you are entitled to vote those shares at the special meeting
either in person or by proxy. Each share has one vote, and any
fractional shares have a corresponding fractional vote. The
number of Retirement Shares outstanding in each Portfolio as of
the record date and therefore entitled to vote at the special
meeting are as follows:
- Growth Portfolio - 3,844,138.777 shares
- Aggressive Growth Portfolio - 2,556,474.750 shares
- Capital Appreciation Portfolio - 1,908,961.378 shares
- Balanced Portfolio - 3,665,692.430 shares
- Equity Income Portfolio - 49,441.500 shares
- Growth and Income Portfolio - 556,636.686 shares
- International Growth Portfolio - 810,972.797 shares
- Worldwide Growth Portfolio - 6,669,660.791 shares
- Flexible Income Portfolio - 64,623.028 shares
- Money Market Portfolio - 4,393,352.228 shares
If you are not the owner of record, but instead are a beneficial
owner as a participant in a qualified plan, your plan may request
that you instruct it how to vote the shares you beneficially own.
Your plan sponsor will provide you with additional information.
If you return to us a properly-executed proxy card by July 20,
2000, we will vote your shares as you instruct on the proxy card.
If you properly execute your proxy card and return it to us, but
do not indicate how you wish us to vote your shares, we will vote
your shares "FOR" the proposal. For information on how to vote by
telephone, call 1-800-818-0721.
2
<PAGE>
If you return a properly-executed proxy card but later wish to
revoke it, you may do so any time before it is voted by doing any
of the following:
- delivering written notice to the Secretary of Janus Aspen
Series that you are revoking your proxy;
- submitting a properly-executed proxy bearing a later date; or
- attending the special meeting and voting in person.
We are soliciting these proxies by U.S. mail, and may also
solicit them in person, by telephone, by facsimile, or by any
other electronic means. Janus Capital Corporation ("Janus
Capital"), the investment adviser for Janus Aspen Series and for
Janus Adviser Series, is paying for the costs of this proposed
reorganization, and is paying for the expense of the preparation,
printing, and mailing of the enclosed proxy card, this proxy
statement, and other expenses relating to the shareholder
meeting. The administrators of certain qualified plans will pay
for some of the costs associated with providing these materials
to their participants, depending upon the terms of the agreement
between Janus Aspen Series, transfer agent and the plan. Janus
Capital has engaged Shareholder Communications Corporation to
assist in proxy solicitation at a cost to Janus Capital of
approximately $10,000. Employees of Janus Capital or Janus
Service Corporation, the transfer agent for Janus Aspen Series,
may make additional solicitations to obtain the necessary
representation at the meeting, but will receive no additional
compensation for doing so. We may count proxies authorized by
telephone or electronically-transmitted instruments if we follow
procedures designed to verify that you have authorized us to
accept your proxy in that manner.
YOU MAY OBTAIN COPIES OF JANUS ASPEN SERIES' MOST RECENT ANNUAL
AND SEMI-ANNUAL REPORTS ON REQUEST AND WITHOUT CHARGE. PLEASE
CALL 1-800-525-0020, OR WRITE US AT THE ADDRESS LISTED AT THE
BEGINNING OF THIS PROXY STATEMENT.
3
<PAGE>
PROPOSAL
APPROVAL OF A REORGANIZATION THAT WOULD
TRANSFER THE ASSETS RELATING TO THE RETIREMENT
SHARES CLASS OF EACH JANUS ASPEN SERIES
PORTFOLIO TO A CORRESPONDING FUND OF
JANUS ADVISER SERIES
- --------------------------------------------------------------------------------
At a meeting of the Trustees of Janus Aspen Series held on April
3, 2000, the Trustees approved an agreement and plan of
reorganization that would transfer the assets relating to the
Retirement Shares from each Portfolio (a "Current Portfolio") of
Janus Aspen Series (the "Current Trust") to a corresponding Fund
(a "New Fund") of Janus Adviser Series (the "New Trust"). For
each of the ten Current Portfolios with Retirement Shares, there
is a corresponding New Fund. Each New Fund is substantially the
same as its corresponding Current Portfolio. As a result of the
reorganization, your investment in a Current Portfolio would
change to an investment in the corresponding New Fund. For
example, if you hold an investment in the current Janus Aspen
Series Growth Portfolio on the date of the reorganization, that
investment would change to an investment in the new Janus Adviser
Series Growth Fund. The value of your investment would be the
same immediately after the reorganization as immediately before.
Janus Capital will bear all costs associated with the
reorganization.
For the reasons set forth below under "Reasons for the
Reorganization," the Trustees of Janus Aspen Series, including
the Trustees who are not "interested persons" as that term is
defined in the federal securities laws, have unanimously
determined that the reorganization is in the best interests of
the Janus Aspen Series shareholders and that the interests of
those shareholders will not be diluted as a result of the
reorganization.
We now submit to shareholders of Retirement Shares a proposal to
approve the reorganization. If shareholders approve the proposal,
the Trustees and officers of Janus Aspen Series will execute and
implement the reorganization agreement. If approved, we expect
the reorganization to take effect on August 1, 2000, although
that date may be adjusted in accordance with the agreement.
4
<PAGE>
SUMMARY OF THE REORGANIZATION AGREEMENT
We summarize below the important terms of the Agreement and Plan
of Reorganization (referred to as the "Agreement"). This summary
is qualified in its entirety by reference to the Agreement
itself, which is set forth in Appendix A to this Proxy Statement.
THE NEW FUNDS. The New Trust's Trustees have adopted for each New
Fund investment objectives, policies, procedures, investment
advisory and other agreements, and distribution and
administrative services plans and fees that are the same in all
material respects as those of the corresponding Current Portfolio
(except that New Trust, rather than the Current Trust, will be a
party to the agreements and the initial term of the agreements
will be changed to reflect a new effective date). In addition,
provided that shareholders have approved the reorganization, the
Trustees of the Current Trust, as sole shareholder of the New
Funds, will (1) approve the investment advisory agreement between
each New Fund and Janus Capital that are the same in all material
respects as the current advisory agreements between the Current
Portfolios and Janus Capital (except, as noted, the parties,
effective date and term) and (2) elect the current Trustees of
the Current Trust to also serve as Trustees of the New Trust.
DESIGNATING RETIREMENT SHARES AS NEW SERIES. On the Closing Date,
the Current Trust will designate the Retirement Class of each
Current Portfolio as a separate newly-designated series rather
than just a separate class (each called a "Transferring
Retirement Fund" in the Agreement). As part of this
redesignation, each Current Portfolio will allocate to the
corresponding newly-designated series of the Current Trust a
portion of its assets having a value equal to the aggregate net
asset value of all issued and outstanding Retirement Shares of
that Current Portfolio. The allocated assets from each Current
Portfolio are called the "Retirement Assets" and will include a
pro rata share of each securities position in that Current
Portfolio except for (i) securities that are subject to
restrictions on resale or transfer, such as private placement
securities and (ii) rounding off to eliminate fractional shares
and odd lots of securities. In other words, we will generally
allocate to the Retirement Assets full lots of securities (rather
than odd lots and fractional shares), and we generally will not
allocate to the Retirement Assets private placement securities.
For the Flexible Income Portfolio, the rounding off to eliminate
fractional shares and odd lots will likely result in the
allocation of only cash to its corresponding New Fund. Janus
Capital will bear the transaction
5
<PAGE>
costs for that New Fund (Janus Adviser Flexible Income Fund) to
invest that cash. For the other New Funds, if the cash position
of the New Fund is more than one percentage point more than the
cash position of the Current Portfolio just prior to the
reorganization, Janus Capital will bear the cost of investing
that excess cash.
TRANSFER OF ASSETS AND ISSUANCE OF SHARES. As of the close of the
New York Stock Exchange on the Closing Date (referred to as the
"Valuation Time" in the Agreement) each newly-designated series
of the Current Trust will transfer, convey and assign the
Retirement Assets to the corresponding New Fund. In exchange,
each New Fund will deliver to the corresponding newly-designated
series a number of full and fractional New Fund shares equal to
the number of full and fractional shares of the newly-designated
series outstanding as of the Valuation Time. Each Current
Portfolio will endeavor to discharge all of its known liabilities
and obligations attributable to its Retirement Shares prior to
the Closing Date to the extent reasonably practicable.
DISTRIBUTION OF NEW FUND SHARES. After the Closing, each newly-
designated series will distribute to shareholders of record,
determined as of the Valuation Time, shares of the corresponding
New Fund. The distribution will be accomplished by the transfer
agent of each New Fund crediting to the account of each
shareholder of record of the corresponding newly-designated
series the same number of shares of the New Fund as the
shareholder held in the newly-designated series as of the
Valuation Time. All issued and outstanding shares of each such
newly-designated series will be canceled. For example, if you
held 100 Retirement Shares of the Janus Aspen Series Growth
Portfolio immediately prior to the Valuation Time, those shares
would first be reclassified as 100 shares of a corresponding
newly-designated series, and then those shares would be canceled
and you would receive 100 shares of the corresponding New Fund.
All of these transactions would occur as of the Closing Date. The
value of your investment immediately after the reorganization
will be the same as it was immediately prior to the
reorganization.
CLOSING DATE. The Closing Date is August 1, 2000, or such other
date as the parties may mutually agree. If on the Closing Date
there are certain trading restrictions or disruptions, then the
Closing Date will be postponed.
OTHER PROVISIONS. The obligations of Janus Aspen Series and Janus
Adviser Series under the Agreement are subject to various
conditions as stated in the Agreement. Notwithstanding the
6
<PAGE>
approval of the reorganization by shareholders, the Trustees of
Janus Aspen Series or Janus Adviser Series may terminate or amend
the Agreement under certain circumstances specified in the
Agreement. If shareholders of some but not all of the Janus Aspen
Series Portfolios approve the reorganization, the Trustees of
Janus Aspen Series or Janus Adviser Series may terminate the
Agreement or may determine to proceed with reorganization with
respect to the Portfolios for which the shareholders approved the
reorganization. At any time prior to the Closing Date, the
Trustees of Janus Aspen Series or Janus Adviser Series may waive
any condition if, in their judgment, the waiver will not have a
material adverse effect on the benefits intended under the
Agreement to shareholders.
COMPARISON OF THE CURRENT JANUS ASPEN SERIES TO THE NEW JANUS ADVISER SERIES
The New Trust is not materially different from the Current Trust.
The New Trust currently has ten Funds with the same investment
objectives, policies and procedures as the corresponding Current
Portfolio. Since the New Trust and the Old Trust are both
Delaware business trusts organized under substantially similar
trust instruments, the rights of the shareholders of the New
Trust under Delaware law and the governing documents are the same
as those of the Current Trust. Both trusts are authorized to
issue an unlimited number of shares of beneficial interest, and
each trust instrument permits the Trustees to create one or more
additional funds and classes of shares. The two trusts will have
different fiscal years - the Current Trust's fiscal year ends
December 31, and the New Trust's fiscal year will end July
31 - but that change will not have a material effect on
shareholders.
Each New Fund will operate separately from its corresponding
Current Portfolio. That means that a New Fund's investment
performance will not be identical to the performance of the
corresponding Current Portfolio. Investment performance could be
better or worse. While the person or persons currently serving as
portfolio manager for each Current Portfolio will serve as the
initial portfolio manager for the corresponding New Fund, Janus
Capital reserves the right to add or change portfolio managers of
the New Funds in its discretion, as it does with all mutual funds
that it manages.
Janus Capital will serve as investment adviser to the New Funds
under agreements that are the same in all material respects as
the current agreements for the Current Portfolios. The new agree-
7
<PAGE>
ments, like the current agreements, provide that Janus Capital
will furnish continuous advice and recommendations concerning the
Funds' investments, provide office space for the Funds, and pay
the salaries, fees and expenses of all Fund officers and of those
Trustees who are affiliated with Janus Capital. The new
agreements will include the New Trust as a party rather than the
Current Trust, and the initial term of the agreements will be
changed to reflect a new effective date. The New Trust has the
same address as the Current Trust: 100 Fillmore Street, Denver,
Colorado 80206-4928. The telephone number for the New Trust is
1-800-525-0020.
The advisory fees in the agreements for the New Funds are
identical to the fees included the current agreements for the
Janus Aspen Series Portfolios. The fees are calculated daily and
paid monthly, based on average daily net assets.
CURRENT TRUST EXPENSE LIMITATIONS - FOUR CURRENT PORTFOLIOS.
Janus Capital has agreed to limit the overall expenses of four
Current Portfolios to a set percentage of the average daily net
assets of the Portfolio. The Portfolios and the applicable
percentages are as follows: Equity Income (1.25%); Growth and
Income (1.25%); Flexible Income (1.00%); and Money Market (.50%).
These limitations include the Portfolio's normal operating
expenses in any fiscal year, including the advisory fee, but
exclude the distribution fee, the participant administration fee,
brokerage commissions, interest, taxes and extraordinary
expenses. Janus Capital has agreed to these limitations through
at least June 30, 2000. Janus Capital may offer to extend these
limitations past that date, but it is not obligated to do so.
NEW TRUST EXPENSE LIMITATIONS - ALL NEW FUNDS. Janus Capital has
agreed to overall expense limitations for all of the New Funds,
which we explain below.
- Each New Fund's total fees and expenses will be no higher than
the total fees and expenses of the corresponding Current
Portfolio as of May 1, 2000. Specifically, Janus Capital has
agreed to limit the overall expenses of each New Fund to the
effective overall expense ratio of the corresponding Current
Portfolio on May 1, 2000. Janus Capital has agreed to limit the
fees and expenses of the New Funds in this manner through at
least July 31, 2003, approximately three years after the
scheduled effective date of the reorganization. Janus Capital
may offer to extend these limitations past that date, but it is
not obligated to do so.
8
<PAGE>
- As noted above, expense limitations are currently in place for
four Current Portfolios (Equity Income, Growth and Income,
Flexible Income, and Money Market). Those limitations were in
place on May 1, 2000, so the expense limitations for the New
Funds will include the benefit of the current limitations. The
limitations for the New Funds, like the limitations for the
Current Portfolios, include the Fund's normal operating
expenses in any fiscal year, including the advisory fee, but
exclude the distribution fee, the administration fee, brokerage
commissions, interest, taxes, and extraordinary expenses.
- The expense limitations for the New Funds will reflect the
recent reduction of the advisory fee for eight Current
Portfolios to 0.65%. Those eight Current Portfolios are Growth,
Aggressive Growth, Capital Appreciation, Balanced, Equity
Income, Growth and Income, International Growth and Worldwide
Growth.
NAMES - The name of each New Fund will correspond to the name of
each Current Portfolio (i.e., Growth Portfolio will become Janus
Adviser Growth Fund), except that Worldwide Growth Portfolio will
become Janus Adviser Worldwide Fund and International Growth
Portfolio will become Janus Adviser International Fund.
REASONS FOR THE REORGANIZATION
The Trustees of Janus Aspen Series, including the Trustees who
are not "interested persons" as that term is defined in the
federal securities laws, have unanimously determined that the
reorganization is in the best interests of the Janus Aspen Series
shareholders and that the interests of those shareholders will
not be diluted as a result of the reorganization. Therefore, the
Trustees unanimously recommend that shareholders approve the
reorganization. We summarize below the key factors considered by
the Trustees.
- Janus Aspen Series is currently limited by federal tax law to
selling shares to insurance companies (to serve as the
underlying investment option for variable life insurance and
variable annuity contracts) and to certain qualified retirement
plans. The reorganization, by spinning off the Retirement
Shares into the New Funds, creates funds that are no longer
subject to this restriction on permissible investors. This
restriction has become a problem for Janus Aspen Series and its
investors. Janus Capital and many of the sponsors of the
qualified plans currently investing in Retirement Shares
believe that plan sponsors and participants want to invest more
than qualified
9
<PAGE>
retirement plan assets in Retirement Shares. For example, plan
sponsors have expressed a desire to use Retirement Shares in
their non-qualified plans so that they have the same options in
both their qualified and non-qualified plans. Janus Capital and
the plan sponsors would like to make Retirement Shares
available in those circumstances. In addition, Janus Capital
would like to be able to expand the pool of potential investors
generally.
- Janus Capital will pay the costs of the reorganization,
including the costs of seeking shareholder approval.
- Janus Capital informed the Trustees that it believes that in
the long run, the New Funds will have greater opportunities for
asset growth than if the Retirement Shares remain part of the
Current Trust. A larger pool of assets should result in
operational economies of scale and investment management
efficiencies, which can help to minimize expenses. A fund with
a larger pool of assets is also more attractive to
institutional investors such as plan sponsors, which often view
asset size as one of the criteria when selecting investment
options. To address the short-term decrease in assets due to
the reorganization, Janus Capital has agreed to put expense
limitations in place for the New Funds for three years (through
July 31, 2003).
- The Trustees determined that the reorganization would not
adversely affect the other classes of the Current Trust that
are not being spun off in the reorganization. In addition, the
reorganization may benefit the other classes. Presently, the
Current Trust must monitor the qualified plan status of its
Retirement Shares class investors. If a plan were to lose its
qualified status, that could adversely affect variable contract
owners investing in the other classes of the Current Trust. The
reorganization would drastically reduce the number of qualified
plans investing in the Current Trust, however, and therefore
would reduce this potential problem for investors.
FEDERAL INCOME TAX CONSEQUENCES
Janus Aspen Series has been advised by counsel that the
reorganization will not have any material adverse federal income
tax effects for any qualified plan investing in the Retirement
Shares. (The reorganization will create a taxable event for Janus
Capital with respect to Retirement Shares that it holds.)
10
<PAGE>
We describe below that specific tax treatment of the
reorganization:
DISTRIBUTIONS. Immediately prior to the reorganization, each
Current Portfolio will make two distributions - first, all
ordinary income it earned from the date of the last ordinary
income distribution through the date of the reorganization and,
second, all net capital gains earned from January 1, 2000,
through the date of the reorganization. These distributions, like
any annual or quarterly distribution of ordinary income and net
capital gains, will have no material federal income tax effect on
qualified plan shareholders because they are tax-exempt.
TAX EFFECT ON THE CURRENT PORTFOLIOS AND NEW FUNDS. Under Section
852(b)(6) of the Internal Revenue Code of 1986, as amended, the
conversion of Retirement Shares into New Fund shares will not
create a taxable event for the Current Portfolios. The assets
transferred to each New Fund will carry over their basis from the
Current Portfolio.
TAX EFFECT ON SHAREHOLDERS. Although the transaction will create
a capital gain for owners of Retirement Shares when their current
Retirement Shares are converted into New Fund shares, this will
have no material adverse federal income tax effect on qualified
plan shareholders because they are tax-exempt. The basis for the
New Fund shares received by a holder of Retirement Shares will be
the fair market value of those New Fund shares on the date of the
reorganization, and the shareholders' holding period for those
New Fund shares will begin on the following day. As noted above,
counsel has advised Janus Aspen Series that the reorganization
will not have any material adverse federal income tax effect on
qualified plans investing in Retirement Shares.
PERFORMANCE INFORMATION
Janus Capital expects that performance information for each New
Fund will include the performance information for the Retirement
Shares class of the corresponding Current Portfolio prior to the
reorganization date.
OTHER EFFECTS OF SHAREHOLDER APPROVAL
The 1940 Act generally requires that shareholders of a mutual
fund elect the fund's trustees, approve the fund's investment
advisory agreements and ratify the trustees' selection of the
independent accountant for the fund. Those requirements apply to
new mutual funds, including Adviser Series.
11
<PAGE>
If shareholders approve the proposed reorganization, they will
also be authorizing election of trustees for Adviser Series,
approving the investment advisory agreements for the New Funds,
and ratifying the selection of PricewaterhouseCoopers LLP as the
independent accountant for the New Funds. Technically, these
elections, approvals and ratifications will be accomplished by a
vote of the Current Portfolios, as sole shareholders of the New
Funds prior to the effective date of the reorganization. As noted
above, there will be no substantive change in these areas from
the Current Portfolios to the New Funds as a result of the
proposed reorganization. In particular:
- the trustees for Adviser Series are the same as the trustees
for Aspen Series;
- the terms of the investment advisory agreements between the New
Funds and Janus Capital will be the same in all material
respects as the current agreements between Janus Capital and
the Current Portfolios (except the New Trust will be a party
and the effective date and term will be different); and
- the independent accountant for the New Funds is expected to be
the same as the independent accountant for the Current
Portfolios (PricewaterhouseCoopers LLP).
REQUIRED VOTE
The Trust will adopt the proposal if a majority of the shares of
each Current Portfolio's Retirement Shares vote to approve it.
For each Portfolio, a majority is either
- more than 50% of all of the Retirement Shares entitled to vote;
or, if this test is not met, then
- more than 67% of the Retirement Shares entitled to vote and
present at the special meeting (either attending in person or
represented by proxy), if at least 50% of all of the shares
entitled to vote are present (again, either in person or by
proxy).
Under the first method of calculating a majority, abstentions and
broker non-votes (i.e., when a broker or nominee does not have
authority to vote) will have the practical effect of voting
against the proposal. Under the second method, if at least 50% of
the shares entitled to vote are present, abstentions and broker
non-votes will likewise have the practical effect of voting
against the proposal. We will, however, count any abstentions and
broker
12
<PAGE>
non-votes as "present" in determining whether at least 50% of the
shares entitled to vote are present at the meeting.
If some but not all Current Portfolios approve the proposal, we
may or may not go forward with the reorganization. If we do go
forward with the reorganization, it will cover only those Current
Portfolios that have approved the proposal.
THE TRUSTEES OF JANUS ASPEN SERIES UNANIMOUSLY RECOMMEND THAT YOU
VOTE "FOR" THE PROPOSED REORGANIZATION.
13
<PAGE>
OTHER MATTERS TO COME BEFORE THE MEETING
- --------------------------------------------------------------------------------
We do not expect that any other business will be considered at
the Special Meeting. If, however, other matters are properly
presented, the persons named as proxies will vote as they think
best.
IT IS IMPORTANT THAT YOU RETURN YOUR PROXY PROMPTLY TO AVOID
UNNECESSARY DELAY AND COST. WE THEREFORE URGE YOU TO COMPLETE,
SIGN, DATE, AND RETURN THE PROXY CARD AS SOON AS POSSIBLE IN THE
ENCLOSED POSTAGE-PAID ENVELOPE.
14
<PAGE>
OTHER INFORMATION
- --------------------------------------------------------------------------------
INVESTMENT ADVISER AND DISTRIBUTOR
Janus Capital Corporation and Janus Distributors, Inc., 100
Fillmore Street, Denver, Colorado 80206, serve as the investment
adviser and distributor respectively of Janus Aspen Series.
PRINCIPAL SHAREHOLDERS
The officers and Trustees of the Janus Aspen Series Portfolios
cannot own shares of the Portfolios except by purchasing them
through a qualified plan. As a result, the officers and Trustees
as a group own less than 1% of the outstanding shares of each
Current Portfolio. As of April 11, 2000, all of the outstanding
Retirement Shares of the Current Portfolios were owned by
qualified plans and by Janus Capital, which provided seed capital
for the Current Portfolios. The percentage ownership of each
qualified plan owning more than 5% of the Shares of any Portfolio
as of April 11, 2000, is as follows:
<TABLE>
<CAPTION>
Percentage of
Current Portfolio(s) Retirement
Name and Address of Plan Held by Plan Shares Held
- --------------------------------------------------------------------------------------------------
<S> <C> <C>
American Express Trust Company, P.O. Box 534, Growth Portfolio 10.94%
Minneapolis, MN 55440 Aggressive Growth Portfolio 7.51%
Balanced Portfolio 7.54%
International Growth Portfolio 38.38%
Arrowhead Trust, Inc., 303 East Vanderbilt Way, Flexible Income Portfolio 28.73%
Suite 150, San Bernardino, CA 92402
The Bank of New York, Custodian for Various Balanced Portfolio 23.17%
Retirement Plans, One Wall Street, Floor 14,
New York, NY 10286
Carn & Company, Yazaki Employee Savings & Growth and Income Portfolio 16.23%
Retirement Plan, P.O. Box 96211, Washington,
DC 20090
Columbus Circle Trust Company, Custodian for Flexible Income Portfolio 14.34%
Various Retirement Plans, One Station Place, Money Market Portfolio 97.22%
Stamford, CT 06902
Commerce Bank, FBO Fidelity Communications Growth and Income Portfolio 11.66%
Co., P.O. Box 13366, Kansas City, MO 64199
Connecticut General Life Insurance Company, Growth Portfolio 23.82%
P.O. Box 2975, Hartford, CT 06104 Worldwide Growth Portfolio 19.74%
DAI-ICHI Kangyo Bank of California, FBO Growth Portfolio 6.57%
Retirement Plans, 555 West Fifth Street, Los Aggressive Growth Portfolio 8.15%
Angeles, CA 90013
</TABLE>
15
<PAGE>
<TABLE>
<CAPTION>
Percentage of
Current Portfolio(s) Retirement
Name and Address of Plan Held by Plan Shares Held
- --------------------------------------------------------------------------------------------------
<S> <C> <C>
Delaware Charter Guarantee & Trust, P.O. Box 8706, Aggressive Growth Portfolio 31.48%
Wilmington, DE Capital Appreciation Portfolio 31.47%
Delaware Management Trust Company, Flexible Income Portfolio 30.23%
Custodian for Various Retirement Plans,
P.O. Box 8708, Philadelphia, PA 19101
Fidelity Investments Institutional Operations Equity Income Portfolio 65.17%
Company, 100 Magellan Way, Covington, KY 41015
First Union National Bank, Custodian for Growth Portfolio 8.29%
Various Retirement Plans, 1525 West W.T. Worldwide Growth Portfolio 23.22%
Harris Boulevard, Charlotte, NC 28288
Kemper Service Company, 811 Main Street, Growth Portfolio 10.79%
Kansas City, MO 64105 Capital Appreciation Portfolio 43.06%
Ohio National Life Insurance Company, Balanced Portfolio 5.65%
One Financial Way, Cincinnati, OH 45242
Penfirn Company, P.O. Box 3128, Omaha, NE 68103 Growth Portfolio 11.36%
Aggressive Growth Portfolio 8.48%
Balanced Portfolio 5.51%
Growth and Income Portfolio 58.93%
International Growth Portfolio 9.82%
Provident Mutual Life Insurance Company, Capital Appreciation Portfolio 10.97%
P.O. Box 1717, Valley Forge, PA 19482
Putnam Investments, 859 Willard Street, Balanced Portfolio 11.54%
Quincy, MA 02169
Regions Bank, FBO Bud Davis Cadillac Flex Plus, Equity Income Portfolio 22.91%
417 North 20th Street, Birmingham, AL 35203
Regtex, P.O. Box 387, Saint Louis, MO 63166 Capital Appreciation Portfolio 5.89%
International Growth Portfolio 6.65%
Rogers & Company, P.O. Box 821, Flexible Income Portfolio 20.70%
Hackensack, NJ 07602
Security Trust Company, FBO Paracelsus International Growth Portfolio 7.55%
Healthcare Retirement Savings Plan, 2390 East
Camelback Road, Phoenix, AZ 85016
</TABLE>
None of the qualified plans owned 10% or more of the shares of
Janus Aspen Series as a whole.
In connection with the reorganization, the Janus Adviser Series
Funds will issue nominal shares to the Current Portfolios. Other
than those shares, the Funds will not issue any shares prior to
the shares issued on the effective date of the reorganization.
Janus Capital currently owns a small percentage of Retirement
Shares (no more than 3% of the outstanding Retirement Shares of
any Current Portfolio), but those shares will be redeemed prior
to the reorganization.
16
<PAGE>
INDEPENDENT ACCOUNTANT
We expect that PricewaterhouseCoopers LLP, the independent
accountant for Janus Aspen Series, will attend the Special
Meeting, will have the opportunity to make a statement if
desired, and will be available to respond to appropriate
questions.
SUBMISSION OF SHAREHOLDER PROPOSALS
Janus Aspen Series does not generally hold annual shareholders'
meetings. If you wish to submit a proposal for consideration for
inclusion in a proxy statement for a future special meeting of
shareholders, send the written proposal to the Secretary of Janus
Aspen Series at the address at the beginning of this proxy
statement. We will consider a submitted proposal for inclusion in
the next proxy statement that is mailed to shareholders at least
four months after we receive the proposal.
FINANCIAL STATEMENTS
Audited financial statements for Janus Aspen Series appear in its
Annual Report, which was recently sent to shareholders, and that
Report is incorporated by reference into this proxy statement
(which means that the Report is made legally part of this proxy
statement). If you would like a copy of that Annual Report,
please call 1-800-525-0020, or write us at the address listed at
the beginning of this proxy statement.
Janus Adviser Series does not have audited financial statements,
because it has not yet commenced operations.
EXPENSES. Each New Fund of the Adviser Series would incur
additional expenses as newly organized Funds. However, Janus
Capital has agreed to limit the expenses of each New Fund to the
level of the corresponding Current Portfolio as of May 1, 2000,
for approximately three years after the effective date of the
reorganization.
17
<PAGE>
CAPITALIZATION. The following tables show the capitalization of
each Current Portfolio as of 12/31/99. The capitalization
information for Retirement Shares also constitutes pro forma
capitalization information for the New Funds, assuming that the
reorganization occurred on 12/31/99. The actual initial
capitalization of the New Funds will equal the capitalization of
the Retirement Shares on the effective date of the
reorganization.
<TABLE>
<CAPTION>
Retirement
Shares
Janus Aspen Institutional (Also Janus Adviser
Growth Portfolio Shares Growth Fund)
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
NET ASSETS (IN THOUSANDS) $3,001,983 $2,942,649 $59,334
SHARES OUTSTANDING (IN THOUSANDS) 89,222 87,457 1,765
NET ASSET VALUE PER SHARE $ 33.65 $ 33.63
</TABLE>
<TABLE>
<CAPTION>
Retirement
Janus Aspen Shares
Aggressive Growth Institutional (Also Janus Adviser
Portfolio Shares Aggressive Growth Fund)
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
NET ASSETS (IN THOUSANDS) $3,367,547 $3,319,619 $47,928
SHARES OUTSTANDING (IN THOUSANDS) 56,422 55,608 814
NET ASSET VALUE PER SHARE $ 59.70 $ 58.91
</TABLE>
<TABLE>
<CAPTION>
Janus Aspen Retirement
Capital Shares
Appreciation Institutional (Also Janus Adviser Capital
Portfolio Shares Appreciation Fund)
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
NET ASSETS (IN THOUSANDS) $650,140 $626,611 $23,529
SHARES OUTSTANDING (IN THOUSANDS) 19,607 18,894 713
NET ASSET VALUE PER SHARE $ 33.17 $ 33.00
</TABLE>
<TABLE>
<CAPTION>
Retirement
Janus Aspen Shares
Balanced Institutional (Also Janus Adviser
Portfolio Shares Balanced Fund)
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
NET ASSETS (IN THOUSANDS) $2,506,677 $2,453,079 $53,598
SHARES OUTSTANDING (IN THOUSANDS) 89,792 87,880 1,912
NET ASSET VALUE PER SHARE $ 27.91 $ 28.04
</TABLE>
18
<PAGE>
<TABLE>
<CAPTION>
Retirement
Janus Aspen Shares
Equity Income Institutional (Also Janus Adviser
Portfolio Shares Equity Income Fund
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
NET ASSETS (IN THOUSANDS) $19,439 $18,975 $ 464
SHARES OUTSTANDING (IN THOUSANDS) 712 695 17
NET ASSET VALUE PER SHARE $ 27.32 $27.07
</TABLE>
<TABLE>
<CAPTION>
Janus Aspen Retirement
Growth and Shares
Income Institutional (Also Janus Adviser
Portfolio Shares Growth and Income Fund
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
NET ASSETS (IN THOUSANDS) $91,462 $84,480 $6,982
SHARES OUTSTANDING (IN THOUSANDS) 4,405 4,067 338
NET ASSET VALUE PER SHARE $ 20.77 $20.68
</TABLE>
<TABLE>
<CAPTION>
Janus Aspen Retirement
International Shares
Growth Institutional (Also Janus Adviser
Portfolio Shares International Fund)
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
NET ASSETS (IN THOUSANDS) $827,378 $810,392 $16,986
SHARES OUTSTANDING (IN THOUSANDS) 21,396 20,955 441
NET ASSET VALUE PER SHARE $ 38.67 $ 38.56
</TABLE>
<TABLE>
<CAPTION>
Retirement
Janus Aspen Shares
Worldwide Growth Institutional (Also Janus Adviser
Portfolio Shares Worldwide Fund)
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
NET ASSETS (IN THOUSANDS) $6,671,172 $6,496,773 $174,399
SHARES OUTSTANDING (IN THOUSANDS) 139,716 136,049 3,667
NET ASSET VALUE PER SHARE $ 47.75 $ 47.56
</TABLE>
<TABLE>
<CAPTION>
Retirement
Janus Aspen Shares
Flexible Income Institutional (Also Janus Adviser
Portfolio Shares Flexible Income Fund
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
NET ASSETS (IN THOUSANDS) $187,523 $186,681 $ 842
SHARES OUTSTANDING (IN THOUSANDS) 16,429 16,357 72
NET ASSET VALUE PER SHARE $ 11.41 $11.72
</TABLE>
19
<PAGE>
<TABLE>
<CAPTION>
Retirement
Janus Aspen Shares
Money Market Institutional (Also Janus Adviser
Portfolio Shares Money Market Fund
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
NET ASSETS (IN THOUSANDS) $70,419 $69,266 $1,153
SHARES OUTSTANDING (IN THOUSANDS) 70,419 69,266 1,153
NET ASSET VALUE PER SHARE $ 1.00 $ 1.00
</TABLE>
ADDITIONAL FEE INFORMATION
As we have previously explained, Janus Capital has agreed to
limit each New Fund's total fees and expenses so that they will
be no higher than the total fees and expenses of the
corresponding Current Portfolio as of May 1, 2000. Janus Capital
has guaranteed this limit through at least July 31, 2003.
The two charts below provide additional detail about fees and
expenses. The first chart shows the 1999 fees and expenses of the
Current Portfolios, restated to reflect recent fee reductions.
The second chart shows fees and expenses for the New Funds, based
on the estimated annualized expenses during their initial fiscal
year. By looking at the last column of each of the two charts,
you will see the effect of the expense limitation -- for each New
Fund, the total annual fund operating expenses, after applying
the expense limitation, is the same as its corresponding Current
Portfolio.
CURRENT PORTFOLIOS
<TABLE>
<CAPTION>
Total Total
Annual Annual
Fund Fund
Operating Operating
Distribution Expenses Expenses
Management (12b-1) Other Without Total With
Fee Fee(1) Expenses(2) Waivers(3) Waivers Waivers(3)
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
GROWTH PORTFOLIO 0.65% 0.25% 0.27% 1.17% N/A 1.17%
AGGRESSIVE GROWTH PORTFOLIO 0.65% 0.25% 0.26% 1.16% N/A 1.16%
CAPITAL APPRECIATION PORTFOLIO 0.65% 0.25% 0.28% 1.18% N/A 1.18%
BALANCED PORTFOLIO 0.65% 0.25% 0.27% 1.17% N/A 1.17%
EQUITY INCOME PORTFOLIO 0.65% 0.25% 0.91% 1.81% 0.06% 1.75%
GROWTH AND INCOME PORTFOLIO 0.65% 0.25% 0.62% 1.52% N/A 1.52%
INTERNATIONAL GROWTH PORTFOLIO 0.65% 0.25% 0.34% 1.24% N/A 1.24%
WORLDWIDE GROWTH PORTFOLIO 0.65% 0.25% 0.30% 1.20% N/A 1.20%
FLEXIBLE INCOME PORTFOLIO 0.65% 0.25% 0.30% 1.20% N/A 1.20%
MONEY MARKET PORTFOLIO 0.25% 0.25% 0.36% 0.86% N/A 0.86%
</TABLE>
- ---------------
(1) Long-term shareholders may pay more than the economic equivalent of the
maximum front-end sales charges permitted by the National Association of
Securities Dealers, Inc.
(2) Includes compensation to service providers of recordkeeping, subaccounting,
and other administrative services to plan participants.
20
<PAGE>
(3) Expenses are based upon expenses for the fiscal year ended December 31,
1999, restated to reflect a reduction in the management fee for Growth,
Aggressive Growth, Capital Appreciation, Balanced, Equity Income, Growth and
Income, International Growth and Worldwide Growth Portfolios. Expenses are
stated both with and without contractual waivers by Janus Capital. Waivers,
if applicable, are first applied against the management fee and then against
other expenses, and will continue until at least the next annual renewal of
the advisory agreement. All expenses are shown without the effect of expense
offset arrangements.
NEW FUNDS
<TABLE>
<CAPTION>
Total Total
Annual Annual
Fund Fund
Operating Operating
Distribution Expenses Expenses
Management (12b-1) Other Without Total With
Fee Fee(1) Expenses(2) Waivers(3) Waivers Waivers(3)
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
JANUS ADVISER GROWTH FUND 0.65% 0.25% 0.29% 1.19% 0.02% 1.17%
JANUS ADVISER AGGRESSIVE GROWTH
FUND 0.65% 0.25% 0.28% 1.18% 0.02% 1.16%
JANUS ADVISER CAPITAL APPRECIATION
FUND 0.65% 0.25% 0.36% 1.26% 0.08% 1.18%
JANUS ADVISER BALANCED FUND 0.65% 0.25% 0.29% 1.19% 0.02% 1.17%
JANUS ADVISER EQUITY INCOME FUND 0.65% 0.25% 6.14% 7.04% 5.29% 1.75%
JANUS ADVISER GROWTH AND INCOME
FUND 0.65% 0.25% 0.97% 1.87% 0.35% 1.52%
JANUS ADVISER INTERNATIONAL FUND 0.65% 0.25% 0.53% 1.43% 0.19% 1.24%
JANUS ADVISER WORLDWIDE FUND 0.65% 0.25% 0.32% 1.22% 0.02% 1.20%
JANUS ADVISER FLEXIBLE INCOME FUND 0.65% 0.25% 7.22% 8.12% 6.92% 1.20%
JANUS ADVISER MONEY MARKET FUND 0.25% 0.25% 2.28% 2.78% 1.92% 0.86%
</TABLE>
- ---------------
(1) Long-term shareholders may pay more than the economic equivalent of the
maximum front-end sales charges permitted by the National Association of
Securities Dealers, Inc.
(2) Includes compensation to service providers of recordkeeping, subaccounting,
and other administrative services to plan participants.
(3) Expenses are based on estimates for the initial fiscal year of the New
Funds. Expenses are stated with and without contractual waivers by Janus
Capital. Waivers are first applied against the management fee and then
against other expenses, and will continue until at least July 31, 2003. All
expenses are shown without the effect of expense offset arrangements.
21
<PAGE>
APPENDIX A
AGREEMENT AND PLAN OF REORGANIZATION
- --------------------------------------------------------------------------------
AGREEMENT AND PLAN OF REORGANIZATION dated as of ,
2000 (the "Agreement"), between Janus Aspen Series, a Delaware
business trust with offices at 100 Fillmore Street, Denver,
Colorado, 80206 (the "Old Trust"), on behalf of its series,
Growth Portfolio, Aggressive Growth Portfolio, Capital
Appreciation Portfolio, Balanced Portfolio, Equity Income
Portfolio, Growth and Income Portfolio, International Growth
Portfolio, Worldwide Growth Portfolio, Flexible Income Portfolio,
and Money Market Portfolio (each series of the Old Trust, a
"Transferring Fund"), and Janus Advisers Series, a Delaware
business trust with offices at 100 Fillmore Street, Denver,
Colorado, 80206 (the "New Trust"), on behalf of each of its
series, Janus Adviser Growth Fund, Janus Adviser Aggressive
Growth Fund, Janus Adviser Capital Appreciation Fund, Janus
Adviser Balanced Fund, Janus Adviser Equity Income Fund, Janus
Adviser Growth and Income Fund, Janus Adviser International Fund,
Janus Adviser Worldwide Fund, Janus Adviser Flexible Income Fund,
and Janus Adviser Money Market Fund (each series of the New
Trust, an "Acquiring Fund").
WHEREAS, each Transferring Fund is authorized to issue three
classes of shares, Institutional Shares, Service Shares and
Retirement Shares, and may issue additional classes in the
future;
WHEREAS, Retirement Shares are sold to certain qualified
retirement plans;
WHEREAS, for each Transferring Fund, there is an Acquiring Fund
corresponding to each Transferring Fund as follows (and
22
<PAGE>
this Agreement refers to the Transferring Fund and the
corresponding Acquiring Fund as "corresponding" funds):
<TABLE>
<CAPTION>
OLD TRUST NEW TRUST
--------- ---------
<S> <C>
Janus Aspen Series Growth Janus Adviser Growth Fund
Portfolio
Janus Aspen Series Aggressive Janus Adviser Aggressive Growth
Growth Portfolio Fund
Janus Aspen Series Capital Janus Adviser Capital
Appreciation Portfolio Appreciation Fund
Janus Aspen Series Balanced Janus Adviser Balanced Fund
Portfolio
Janus Aspen Series Equity Income Janus Adviser Equity Income Fund
Portfolio
Janus Aspen Series Growth and Janus Adviser Growth and Income
Income Portfolio Fund
Janus Aspen Series International Janus Adviser International Fund
Growth Portfolio
Janus Aspen Series Worldwide Janus Adviser Worldwide Fund
Growth Portfolio
Janus Aspen Series Flexible Janus Adviser Flexible Income
Income Portfolio Fund
Janus Aspen Series Money Market Janus Adviser Money Market Fund
Portfolio
</TABLE>
WHEREAS, the Old Trust and the New Trust wish to effect a
reorganization (the "Reorganization"), which will consist of
designating the Retirement Shares class of each Transferring Fund
as a new series of the Old Trust, assigning to each new series a
portion of the assets of the Transferring Fund equal in value to
the aggregate net asset value of the Transferring Fund
represented by its Retirement Shares, transferring the assets of
each new series to the corresponding Acquiring Fund in exchange
for shares of the corresponding Acquiring Fund (the "Acquiring
Fund Shares") and the redemption of those Retirement Shares by
distribution in kind to the holders thereof of the Acquiring Fund
Shares, such actions to occur on the closing date provided for in
paragraph 4.1 hereof (the "Closing Date"), all upon the terms and
conditions hereinafter set forth in this Agreement;
WHEREAS, as of the Closing Date, the Old Trust and the New Trust
will be registered, open-end management investment companies,
each Transferring Fund will be a duly established and designated
series of the Old Trust, and each Acquiring Fund will be a duly
established and designated series of the New Trust;
WHEREAS, both the Old Trust and the New Trust will be authorized
as of the Closing Date to issue their shares of beneficial
interest;
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<PAGE>
WHEREAS, the Board of Trustees of the Old Trust has determined
that the reorganization is in the best interests of the
shareholders of each Transferring Fund and that the interests of
those shareholders would not be diluted as a result of the
Reorganization;
WHEREAS, the Board of Trustees of the New Trust has determined
that the Reorganization is in the best interests of the
shareholders of each Acquiring Fund and that the interests of
those shareholders would not be diluted as a result of the
Reorganization; and
NOW, THEREFORE, in consideration of the premises and of the
covenants and agreements hereinafter set forth, the parties agree
as follows:
1. CREATION OF ACQUIRING FUNDS
1.1. INVESTMENT OBJECTIVES, POLICIES AND PROCEDURES. Prior to
the Closing Date, the Board of Trustees of the New Trust
shall adopt for each Acquiring Fund investment
objectives, policies and procedures substantially
identical to those of the corresponding Transferring
Fund.
1.2. AGREEMENTS AND PLANS. Prior to the Closing Date, the
Board of Trustees of the New Trust shall adopt for each
Acquiring Fund investment advisory agreements, other
agreements, and distribution and administration plans and
fees substantially similar to those of the Retirement
Shares class of the corresponding Transferring Fund.
1.3. INITIAL SHAREHOLDER APPROVALS. Prior to the valuation
time provided for in paragraph 3.1 hereof (the "Valuation
Time"), each Acquiring Fund shall issue to the
corresponding Transferring Fund one nominal share of the
Acquiring Fund. No payment shall be made to the Acquiring
Funds in connection with the issuance of these nominal
shares. Provided that the Retirement Share shareholders
of each Transferring Fund have approved the
Reorganization, the Board of Trustees of the Old Trust,
or any officer of the Old Trust duly authorized by that
Board, on behalf of each Transferring Fund as sole
shareholder of the corresponding Acquiring Fund, shall
(1) approve the investment advisory agreement between the
Acquiring Fund and Janus Capital Corporation
substantially similar to the current advisory agreement
between the corresponding Transferring Fund and Janus
Capital Corpora-
24
<PAGE>
tion, to take effect the day following the Closing Date,
and (2) elect Thomas H. Bailey, James P. Craig, III, Gary
O. Loo, Dennis B. Mullen, James T. Rothe, William D.
Stewart, and Martin H. Waldinger as Trustees of the New
Trust to hold office until their successors are elected.
After these approvals, and before the Valuation Time,
each Transferring Fund shall redeem its nominal share of
the Acquiring Fund.
2. REORGANIZATION
2.1. CREATION OF NEW SERIES OF THE OLD TRUST. Subject to the
terms and conditions contained herein, the Old Trust
agrees that, as of immediately prior to the Valuation
Time, it will designate the Retirement Shares class of
each Transferring Fund as a separate series of the Old
Trust (each a "Transferring Retirement Fund"), and each
Transferring Fund will allocate to the corresponding
Transferring Retirement Fund a portion of the assets of
the Transferring Fund, including securities and cash,
having a value equal to the aggregate net asset value of
all Retirement Shares of the Transferring Fund, both full
and fractional, issued and outstanding (collectively, the
"Retirement Assets" of that Transferring Fund), such
values to be determined as set forth in paragraph 3.1.
Exhibit A to this Agreement identifies for each
Transferring Fund its corresponding Transferring
Retirement Fund and their corresponding Acquiring Fund.
The Retirement Assets shall consist of as nearly a
pro-rata portion as is reasonably practical of each
security or other asset held by the Transferring Fund as
of immediately prior to the Valuation Time, except for
(i) securities that are subject to restrictions on resale
or transfer, such as private placement securities and
(ii) rounding off to eliminate fractional shares and odd
lots of securities. If the cash position of the
Retirement Assets is more than one percentage point more
than the cash position of the Transferring Fund just
prior to the reorganization, Janus Capital Corporation
shall bear the cost of the brokerage and other expenses
incurred by the Acquiring Funds in investing the excess
cash. The allocation of assets under this paragraph 2.1
shall be done in accordance with the Old Trust's
procedures under Rule 17a-7 under the Investment Company
Act of 1940, as amended (the "1940 Act"), as if the
allocation of assets were a sale of assets from each
25
<PAGE>
Transferring Fund to the corresponding Transferring
Retirement Fund; provided, however, instead of a cash
payment, each Transferring Retirement Fund will be
considered to have issued its shares to the corresponding
Transferring Fund with a value equal to the value of the
Retirement Assets.
2.2. TRANSFER OF ASSETS AND ISSUANCE OF SHARES. Subject to the
terms and conditions contained herein:
a. As of the Valuation Time, the Old Trust will transfer,
convey and assign the Retirement Assets of each
Transferring Retirement Fund to the corresponding
Acquiring Fund.
b. In exchange therefor, each Acquiring Fund will (i)
deliver to the Transferring Retirement Fund a number
of full and fractional Acquiring Fund Shares equal to
the number of full and fractional Retirement Shares of
the corresponding Transferring Retirement Fund
outstanding as of the Valuation Time and (ii) take
certain other actions, as set forth in paragraph 2.3.
In lieu of delivering certificates for the Acquiring
Fund Shares, each Acquiring Fund shall cause its
transfer agent to credit the Acquiring Fund Shares to
the corresponding Transferring Retirement Fund's
account on the books of the Acquiring Fund and shall
deliver a confirmation thereof to the corresponding
Transferring Retirement Fund.
2.3. LIABILITIES. Each Transferring Fund will endeavor to
discharge all of its known liabilities and obligations
attributable to its Retirement Shares prior to the
Closing Date to the extent reasonably practicable.
2.4. DELIVERY OF RETIREMENT ASSETS. Each Transferring
Retirement Fund shall deliver the Retirement Assets at
the closing provided for in paragraph 4.1 (the "Closing")
to the custodian for the corresponding Acquiring Fund
(each, a "Custodian"), for the account of the
corresponding Acquiring Fund, all securities not in
bearer form duly endorsed, or accompanied by duly
executed separate assignments or stock powers, in proper
form for transfer, with signatures guaranteed, and with
all necessary stock transfer stamps, sufficient to
transfer good and marketable title thereto (including all
accrued interest and dividends
26
<PAGE>
and rights pertaining thereto) to the Custodian for the
account of the corresponding Acquiring Fund free and
clear of all liens, encumbrances, rights, restrictions
and claims. All cash delivered shall be in the form of
immediately available funds payable to the order of the
Custodian for the account of the corresponding Acquiring
Fund.
2.5. SUBSEQUENT DIVIDENDS OR INTEREST PAYMENTS. Each
Transferring Fund will pay or cause to be paid to the
corresponding Acquiring Fund any dividends or interest
received on or after the Closing Date with respect to any
of the Retirement Assets. The Transferring Fund will
transfer to the corresponding Acquiring Fund any
distributions, rights or other assets received by the
Transferring Fund on or after the Closing Date as
distributions on or with respect to any of the Retirement
Assets. Such assets shall be deemed included in the
Retirement Assets and shall not be separately valued.
2.6. DISTRIBUTION OF ACQUIRING FUND SHARES. As soon after the
Closing as is conveniently possible, the Transferring
Retirement Fund will distribute in kind pro rata to the
holders of record of the Retirement Shares of the
Transferring Fund, determined as of the Valuation Time,
in redemption of such Retirement Shares, the Acquiring
Fund Shares received by the Transferring Retirement Fund
pursuant to paragraph 2.2. Such distribution will be
accomplished by the transfer agent of each Acquiring Fund
transferring the Acquiring Fund Shares then credited to
the account of the corresponding Transferring Retirement
Fund on the books of the Acquiring Fund to open accounts
on such books in the names of the holders of the
Transferring Retirement Fund's shares and representing
the respective pro rata number of the Acquiring Fund
Shares due each such shareholder. All issued and
outstanding Retirement Shares of each Transferring
Retirement Fund will simultaneously be canceled on the
books of the Transferring Retirement Fund.
2.7. TRANSFER TAXES. Any transfer taxes payable upon issuance
of the Acquiring Fund Shares in a name other than the
registered holder of the redeemed Retirement Shares on
the books of the Transferring Fund shall, as a condition
of such issuance and transfer, be paid by the person to
27
<PAGE>
whom such Acquiring Fund Shares are to be issued and
transferred.
2.8. REPORTING RESPONSIBILITIES. Any reporting responsibility
of the Transferring Fund is and shall remain the
responsibility of the Transferring Fund after the
Reorganization.
2.9. EXPENSES. Janus Capital Corporation shall bear all
expenses incurred in connection with the Agreement and
the transactions contemplated herein.
3. VALUATION
3.1. VALUATION OF THE RETIREMENT ASSETS. The value of the
Retirement Assets of each Transferring Fund shall be
their values computed as of the close of the regular
trading session on the New York Stock Exchange (normally
4:00 p.m., New York City time) on the Closing Date (the
"Valuation Time") based on the Transferring Fund's
valuation procedures set forth in the Transferring Fund's
then-current Prospectus and Statement of Additional
Information and the Transferring Fund's procedures under
Rule 17a-7 under the 1940 Act. The aggregate net asset
value of the Retirement Shares of each Transferring Fund,
both full and fractional, issued and outstanding, shall
be equal to (a) the number of Retirement Shares issued
and outstanding at the Valuation Time, multiplied by (b)
the net asset value per share of a Retirement Share
computed as of the Valuation Time, based on the
Transferring Fund's valuation procedures set forth in the
Transferring Fund's then-current Prospectus and Statement
of Additional Information and the Transferring Fund's
procedures under Rule 17a-7 under the 1940 Act.
3.2. NET ASSET VALUES OF THE ACQUIRING FUNDS. The net asset
value of a share of an Acquiring Fund as of the Valuation
Time shall be the same as net asset value per share of
the Retirement Shares of the corresponding Transferring
Fund computed as of the Valuation Time in accordance with
paragraph 3.1.
28
<PAGE>
4. CLOSING AND CLOSING DATE
4.1. CLOSING TIME AND PLACE. Subject to the provisions of
Section 8 of this Agreement, the Closing Date shall be
August 1, 2000, or such other date as the parties may
mutually agree. All acts taking place on the Closing
Date, other than the acts called for by paragraph 1.3
hereof, shall be deemed to take place simultaneously as
of the close of the regular trading session on the New
York Stock Exchange on the Closing Date unless otherwise
provided, notwithstanding that the Closing shall be held
at 4:30 p.m., Mountain Time, on the Closing Date at the
offices of Janus Capital Corporation, 100 Fillmore
Street, Denver, Colorado, 80206, or at such other time
and/or place as the parties may mutually agree.
4.2. CUSTODIAN CERTIFICATE. Each Custodian shall deliver at
the Closing a certificate of an authorized officer
stating that (a) the Retirement Assets for each
Transferring Retirement Fund have been delivered in
proper form to each Acquiring Fund for which the
Custodian acts as custodian and (b) all necessary taxes
including all applicable stock transfer stamps have been
paid, or provision for payment shall have been made, in
conjunction with the delivery of portfolio securities.
4.3. DELAY IN VALUATION. If at the Valuation Time (a) the
trading market or markets for portfolio securities of any
Transferring Retirement Fund shall be closed to trading
or trading thereon shall be restricted, or (b) trading or
the reporting of trading in such market or markets shall
be disrupted so that accurate appraisal of the value of
the net assets of the Retirement Assets is impracticable,
the Closing Date shall be postponed until the first
business day after the day when trading shall have been
fully resumed and reporting shall have been restored.
4.4. TRANSFER AGENT CERTIFICATES. The transfer agent for the
Old Trust shall deliver at the Closing a certificate of
an authorized officer stating that its records contain
the names and addresses of all the shareholders of each
Transferring Retirement Fund and the number and
percentage ownership of outstanding shares owned by each
such shareholder immediately prior to the Closing. The
transfer agent for the New Trust shall issue and deliver
to the Secretary of the Old Trust a confirmation, or
29
<PAGE>
other evidence satisfactory to the Old Trust, that the
shares of each Acquiring Fund to be transferred to the
corresponding Transferring Retirement Fund on the Closing
Date have been credited to the Transferring Retirement
Fund's account on the books of the Acquiring Fund.
4.5. OTHER DOCUMENTS. At the Closing, each party shall deliver
to the other such bills of sale, checks, assignments,
receipts or other documents as such other party or its
counsel may reasonably request.
5. REPRESENTATIONS AND WARRANTIES
5.1. REPRESENTATIONS AND WARRANTIES OF THE OLD TRUST. The Old
Trust represents and warrants to the New Trust as
follows:
a. STRUCTURE AND STANDING. The Old Trust is a business
trust duly organized, validly existing and in good
standing under the laws of the State of Delaware and
has power to own all of its properties and assets and
to carry out this Agreement.
b. SEC REGISTRATION. The Old Trust is registered under
the 1940 Act as an open-end, non-diversified,
management investment company, and such registration
has not been revoked or rescinded and is in full force
and effect.
c. SERIES. Each Transferring Fund is a duly established
and designated series of the Old Trust. On or before
the Closing Date, the Old Trust will designate each
Transferring Retirement Fund as a duly established and
designated series of the Old Trust.
d. PROSPECTUS. The current prospectus and statement of
additional information of the Retirement Shares of the
Transferring Fund, conform in all material respects to
the applicable requirements of the Securities Act of
1933, as amended (the "1933 Act"), and the 1940 Act
and the rules and regulations of the Securities and
Exchange Commission (the "SEC") thereunder and do not
include any untrue statement of a material fact or
omit to state any material fact required to be stated
therein or necessary to make the statements therein,
in
30
<PAGE>
light of the circumstances under which they were made,
not misleading.
e. TRUST INSTRUMENT. The Old Trust is not, and the
execution, delivery and performance of this Agreement
will not result, in material violation of the Old
Trust's Trust Instrument dated May 19, 1993, as
amended (the "Trust Instrument"), or the Trust's
By-Laws or of any agreement, indenture, instrument,
contract, lease or other undertaking to which the Old
Trust or any Transferring Fund is a party or by which
it is bound.
f. CONTRACTS. The Old Trust has no material contracts or
other commitments outstanding (other than this
Agreement) that will be terminated with liability to
any Transferring Fund's Retirement Shares on or prior
to the Closing Date.
g. LITIGATION. No litigation or administrative proceeding
or investigation of or before any court or
governmental body is currently pending or to its
knowledge is threatened against the Old Trust with
respect to its Transferring Funds or any of their
properties or assets that, if adversely determined,
would materially and adversely affect its financial
condition or the conduct of its business. The Old
Trust knows of no facts that might form the basis for
the institution of such proceedings and is not a party
to or subject to the provisions of any order, decree
or judgment of any court or governmental body that
materially and adversely affects its business or its
ability to consummate the transactions herein
contemplated.
h. FINANCIAL STATEMENTS. The Statements of Assets and
Liabilities of each Transferring Fund for the fiscal
years ended December 31, 1997, 1998 and 1999, have
been audited by PricewaterhouseCoopers, LLP,
independent auditors, or its predecessors; such
financial statements are in accordance with generally
accepted accounting principles, consistently applied;
such statements (copies of which have been furnished
to the New Trust) fairly reflect the financial
condition of the Transferring Funds as of such dates;
and there are no known contingent liabilities of the
Transferring Funds as of such dates not disclosed
therein.
31
<PAGE>
i. NO MATERIAL CHANGES. Since December 31, 1999, there
has not been any material adverse change in the
Transferring Funds' financial condition, assets,
liabilities or business other than changes occurring in
the ordinary course of business nor any incurrence by
any Transferring Fund of indebtedness maturing more
than one year from the date such indebtedness was
incurred.
j. TAX RETURNS. At the Closing Date, all Federal and
other tax returns and reports of the Transferring Funds
required by law to have been filed by such date shall
have been filed, and all Federal and other taxes shall
have been paid so far as due, or provision shall have
been made for the payment thereof; and to the best of
the Old Trust's knowledge, no such return is currently
under audit and no assessment has been asserted with
respect to any such return.
k. RIC STATUS. For each taxable year of the Transferring
Funds ended on or prior to the Closing Date, they have
met the requirements of Subchapter M of the Internal
Revenue Code of 1986, as amended (the "Code"), for
qualification and treatment as a regulated investment
company, and will continue to meet all such
requirements for the taxable year that includes the
Closing Date.
l. SHARES. All issued and outstanding shares of each
Transferring Fund are duly and validly issued and
outstanding, fully paid and non-assessable by the
Transferring Fund, except to the extent that under
Delaware law shareholders of a business trust may,
under certain circumstances, be held personally liable
for its obligations. All of the issued and outstanding
shares of the Transferring Retirement Funds, at the
Valuation Time, will be held by the persons and in the
amounts set forth in the records of the transfer agent
as provided in paragraph 4.4. The Transferring
Retirement Funds do not have outstanding any options,
warrants or other rights to subscribe for or purchase
any shares of any Transferring Retirement Fund, nor is
there outstanding any security convertible into any
share of any of the Transferring Retirement Funds,
except such as are contemplated herein.
32
<PAGE>
m. AUTHORITY TO TRANSFER RETIREMENT ASSETS. On the Closing
Date, each Transferring Retirement Fund will have full
right, power and authority to sell, assign, transfer
and deliver the Retirement Assets.
n. AUTHORIZATION. The execution, delivery and performance
of this Agreement will have been duly authorized prior
to the Closing Date by all necessary action on the part
of the Old Trust's Board of Trustees; and, subject to
the approval of the shareholders of the Retirement
Shares of each Transferring Fund and assuming due
execution and delivery hereof by the New Trust, this
Agreement will constitute the valid and legally binding
obligation of the Old Trust on behalf of its series,
enforceable in accordance with its terms, subject to
the effect of bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyance and other similar
laws relating to or affecting creditors' rights
generally and court decisions with respect thereto, and
to general principles of equity and the discretion of
the court (regardless of whether the enforceability is
considered in a proceeding in equity or at law).
o. PROXY STATEMENT. The proxy statement and referred to in
paragraph 6.3 hereof (the "Proxy Statement") (other
than information that relates to or has been furnished
by the New Trust) will, on the mailing date of the
Proxy Statement and on the Closing Date, not contain
any untrue statement of a material fact or omit to
state a material fact required to be stated therein or
necessary to make the statements therein, in light of
the circumstances under which such statements were
made, not misleading.
5.2. REPRESENTATIONS AND WARRANTIES OF THE NEW TRUST. The New
Trust represents and warrants to the Old Trust as follows:
a. STRUCTURE AND STANDING. The New Trust is a business
trust duly organized, validly existing and in good
standing under the laws of the State of Delaware and
has power to own its properties and assets and to
carry out this Agreement.
33
<PAGE>
b. SEC REGISTRATION. On the Closing Date, the New Trust
will be registered under the 1940 Act as an open-end,
non-diversified, management investment company, and
such registration will not been revoked or rescinded
and will be in full force and effect.
c. PROSPECTUS. The New Trust prospectus and statement of
additional information that is or will be included in
its registration statement will, at the time the
registration statement becomes effective, conform in
all material respects to the applicable requirements of
the 1933 Act, the 1940 Act and the rules and
regulations of the SEC thereunder and will not include
any untrue statement of a material fact or omit to
state any material fact required to be stated therein
or necessary to make the statements therein, in light
of the circumstances under which they were made, not
misleading.
d. TRUST INSTRUMENT. The New Trust is not, and the
execution, delivery and performance of this Agreement
will not result, in material violation of its Trust
Instrument or its By-Laws or of any agreement,
indenture, instrument, contract, lease or other
undertaking to which it is a party or by which it is
bound.
e. LITIGATION. No litigation or administrative proceeding
or investigation of or before any court or governmental
body is currently pending or to its knowledge is
threatened against the New Trust or any of its
properties or assets that, if adversely determined,
would materially and adversely affect its financial
condition or the conduct of its business. The New Trust
knows of no facts that might form the basis for the
institution of such proceedings and is not a party to
or subject to the provisions of any order, decree or
judgment of any court or governmental body that
materially and adversely affects its business or its
ability to consummate the transactions herein
contemplated.
f. SHARES. All shares of the New Trust issued in
connection with the Reorganization will be duly and
validly issued and outstanding, fully paid and
non-assessable by the New Trust, except to the extent
that
34
<PAGE>
under Delaware law shareholders of a business trust
may, under certain circumstances, be held personally
liable for its obligations. The New Trust does not have
outstanding any options, warrants or other rights to
subscribe for or purchase any shares of the New Trust,
nor is there outstanding any security convertible into
any shares of the New Trust, except such as are
contemplated herein.
g. AUTHORIZATION. The execution, delivery and performance
of this Agreement will have been duly authorized prior
to the Closing Date by all necessary action, if any, on
the part of the New Trust's Board of Trustees; and,
assuming due execution and delivery hereof by the Old
Trust, this Agreement will constitute the valid and
legally binding obligation of the New Trust on behalf
of the Acquiring Funds, enforceable in accordance with
its terms, subject to the effect of bankruptcy,
insolvency, reorganization, moratorium, fraudulent
conveyance and other similar laws relating to or
affecting creditors' rights generally and court
decisions with respect thereto, and to general
principles of equity and the discretion of the court
(regardless of whether the enforceability is considered
in a proceeding in equity or at law).
h. PROXY STATEMENT. The Proxy Statement (only insofar as
it relates to the New Trust and is based on information
furnished by the New Trust) will, on the mailing date
of the Proxy Statement and on the Closing Date, not
contain any untrue statement of a material fact or omit
to state a material fact required to be stated therein
or necessary to make the statements therein, in light
of the circumstances under which such statements were
made, not misleading.
6. COVENANTS OF THE OLD TRUST AND THE NEW TRUST
6.1. ORDINARY COURSE. The Old Trust will operate its business
in the ordinary course between the date hereof and the
Closing Date, it being understood that such ordinary
course of business will include the declaration and
payment of customary dividends and other distributions in
the ordinary course and on the Closing Date.
35
<PAGE>
6.2. SHAREHOLDER MEETING. The Old Trust shall call a meeting
of its Retirement Shares shareholders to consider and act
upon this Agreement and to take all other action
necessary to obtain approval of the transactions
contemplated herein.
6.3. PROXY STATEMENT. The Old Trust and the New Trust shall
cooperate in the provision of all information reasonably
necessary for the preparation, filing and mailing of the
proxy statement in connection with the meeting of the
Retirement Share shareholders to consider approval of
this Agreement and the transactions contemplated herein
(the "Proxy Statement").
6.4. APPROVALS. The New Trust shall use all reasonable efforts
to obtain the approvals and authorizations required by
the 1933 Act, the 1940 Act and such of the state Blue Sky
or securities laws as it may deem appropriate in order to
continue its operations after the Closing Date.
6.5. ADDITIONAL ACTIONS. Subject to the provisions of this
Agreement, the Old Trust and the New Trust will each
take, or cause to be taken, all action and do, or cause
to be done, all things reasonably necessary, proper or
advisable to consummate and make effective the
transactions contemplated herein.
7. CONDITIONS PRECEDENT
7.1. CONDITIONS PRECEDENT TO OBLIGATION OF THE NEW TRUST. The
obligations of the New Trust to consummate the
transactions provided for herein shall be subject, at its
election, to the performance by the Old Trust of all the
obligations to be performed by it hereunder on or before
the Closing Date and, in addition thereto, the following
conditions:
a. REPRESENTATION AND WARRANTIES. All representations and
warranties of the Old Trust contained in this
Agreement shall be true and correct in all material
respects as of the date hereof and, except as they may
be affected by the transactions contemplated herein,
as of the Closing with the same force and effect as if
made on the Closing Date and as of the Closing.
b. CERTIFICATES. The Old Trust shall have delivered to
the New Trust at the Closing a certificate executed in
its
36
<PAGE>
name by its President and a Vice President, in form and
substance reasonably satisfactory to the New Trust, to
the effect that the representations and warranties of
the Old Trust made in this Agreement are true and
correct at and as of the Closing, except as they may be
affected by the transactions contemplated herein, and
as to such other matters as the New Trust shall
reasonably request.
7.2. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE OLD TRUST. The
obligations of the Old Trust to consummate the
transactions provided for herein shall be subject, at its
election, to the performance by the New Trust of all the
obligations to be performed by it hereunder on or before
the Closing Date and, in addition thereto, the following
conditions:
a. REPRESENTATIONS AND WARRANTIES. All representations
and warranties of the New Trust contained in this
Agreement shall be true and correct in all material
respects as of the date hereof and, except as they may
be affected by the transactions contemplated herein, as
of the Closing with the same force and effect as if
made on the Closing Date and as of the Closing.
b. CERTIFICATE. The New Trust shall have delivered to the
Old Trust at the Closing a certificate executed in its
name by its President and a Vice President, in form and
substance reasonably satisfactory to the Old Trust, to
the effect that the representations and warranties of
the New Trust made in this Agreement are true and
correct at and as of the Closing, except as they may be
affected by the transactions contemplated herein, and
as to such other matters as the Old Trust shall
reasonably request.
7.3. FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF THE OLD
TRUST AND THE NEW TRUST. If any of the conditions set
forth below does not exist on or before the Closing Date
with respect to the Old Trust or the New Trust, the other
party to this Agreement, at its option, shall not be
required to consummate the transactions contemplated
herein.
a. SHAREHOLDER APPROVAL. This Agreement and the
transactions contemplated herein shall have been
37
<PAGE>
approved by the requisite vote of the holders of the
outstanding Retirement Shares of each of the
Transferring Funds in accordance with the provisions of
the Trust Instrument and the 1940 Act. If the
shareholders of Retirement Shares class of some but not
all of the Transferring Funds approve this Agreement
and the transactions contemplated herein, the Board of
Trustees of the Old Trust or of the New Trust may
terminate this Agreement pursuant to Section 8 or may
determine to proceed with the Agreement and the
transactions with respect to the Transferring Funds for
which a necessary shareholder approval was obtained.
b. LITIGATION. On the Closing Date, no action, suit or
other proceeding shall be pending before any court or
governmental agency in which it is sought to restrain
or prohibit, or obtain damages or other relief in
connection with, this Agreement or the transactions
contemplated herein.
c. CONSENTS AND APPROVALS. All consents of other parties
and all other consents, orders and permits of Federal,
state and local regulatory authorities (including those
of the SEC and of state Blue Sky and securities
authorities) deemed necessary by the Old Trust or the
New Trust to permit consummation, in all material
respects, of the transactions contemplated herein shall
have been obtained, except where failure to obtain any
such consent, order or permit would not involve a risk
of a material adverse effect on the assets or
properties of the Old Trust or the New Trust.
d. DISTRIBUTION. The Transferring Fund shall have declared
a dividend or dividends that, together with all
previous dividends, shall have the effect of
distributing to the Transferring Fund's shareholders
all of its investment company taxable income, and net
interest income excludable from gross income under
Section 103(a) of the Code, for all its taxable years
ended on or prior to the Closing Date and for its
current taxable year through the Closing Date (computed
without regard to any deduction for dividends paid) and
any net capital gain realized in all such taxable years
(after reduction for any capital loss carryforward).
38
<PAGE>
e. TAX RULING OR OPINION. The Old Trust has received
either an Internal Revenue Service private letter
ruling or an opinion from Shea & Gardner regarding the
tax effects of the Reorganization and the Old Trust
has taken any actions contemplated, recommended or
required by the private letter ruling or opinion.
8. TERMINATION OF AGREEMENT
8.1. TERMINATION. This Agreement and the transactions
contemplated herein may be terminated and abandoned by
resolution of the Board of Trustees of the Old Trust or
of the New Trust, as the case may be, at any time at or
prior to the Closing Date (notwithstanding any vote of
shareholders) if: (a) circumstances should develop that,
in the opinion of either such Board, make proceeding with
this Agreement inadvisable; (b) a material breach by the
other party of any representation, warranty, or agreement
contained therein has occurred; or (c) a condition to the
obligation of the terminating party cannot reasonably be
met.
8.2. EFFECT OF TERMINATION. If this Agreement is terminated
and the Reorganization is abandoned pursuant to the
provisions of this Section 8, this Agreement shall become
void and have no effect, without any liability on the
part of either party hereto or the Trustees, officers or
shareholders of the Old Trust or of the New Trust, as the
case may be, in respect of this Agreement. If this
Agreement is terminated or the exchange contemplated
herein is abandoned, Janus Capital Corporation shall bear
all expenses incurred in connection with this Agreement
and the transactions contemplated herein up to the time
of such termination or abandonment.
9. MISCELLANEOUS
9.1. WAIVER. At any time prior to the Closing Date, any of the
conditions set forth in Section 7 may be waived by the
Board of Trustees of the Old Trust or of the New Trust,
as the case may be, if, in the judgment of either, such
waiver will not have a material adverse effect on the
benefits intended under this Agreement to the
shareholders of the Old Trust or of the New Trust as the
case may be.
39
<PAGE>
9.2. CAPTIONS. The captions contained in this Agreement are for
reference purposes only and shall not affect in any way
the meaning or interpretation of this Agreement.
9.3. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. None of the
representations and warranties included or provided for
herein shall survive consummation of the Reorganization.
9.4. ENTIRE AGREEMENT. This Agreement contains the entire
agreement and understanding between the parties with
respect to the subject matter hereof and merges and
supersedes all prior discussions, agreements and
understandings of every kind and nature between them
relating to the subject matter hereof. Neither party shall
be bound by any condition, definition, warranty or
representation other than as set forth or provided in this
Agreement or as may be, on or subsequent to the date
hereof, set forth in a writing signed by the party to be
bound thereby.
9.5. AUTHORIZATIONS. All agreements, representations, actions
and obligations described herein made or to be taken or
undertaken by a Transferring Fund or a Transferring
Retirement Fund are made and shall be taken or undertaken
by the Old Trust on behalf of the Transferring Fund or the
Transferring Retirement Fund. All agreements,
representations, actions and obligations described herein
made or to be taken or undertaken by an Acquiring Fund are
made and shall be taken or undertaken by the New Trust on
behalf of the Acquiring Fund.
9.6. TRUST DISCLOSURE. Copies of the Trust Instruments of the
Old Trust and the New Trust are on file with the Secretary
of the State of Delaware. This Agreement is executed by
the undersigned officers on behalf of the Old Trust and
the New Trust, respectively, and not on behalf of such
officers or the Trustees of either the Old Trust or the
New Trust as individuals. The respective obligations of
the Old Trust and the New Trust under this Agreement are
not binding upon any of their respective Trustees,
officers, shareholders or partners individually.
9.7. CHOICE OF LAW. This Agreement shall be governed and
construed in accordance with the internal laws of the
State of Delaware, without giving effect to principles of
conflict of laws.
40
<PAGE>
9.8. COUNTERPARTS. This Agreement may be executed in
counterparts, each of which, when executed and delivered,
shall be deemed to be an original.
9.9. ASSIGNMENT. This Agreement shall bind and inure to the
benefit of the parties hereto and their respective
successors and assigns, but no assignment or transfer
hereof or of any rights or obligations hereunder shall be
made by either party without the written consent of the
other party. Nothing herein expressed or implied is
intended or shall be construed to confer upon or give any
person, firm or corporation, other than the parties hereto
and their respective successors and assigns, any rights or
remedies under or by reason of this Agreement.
41
<PAGE>
IN WITNESS WHEREOF, the Old Trust, on behalf of the Transferring
Funds, and the New Trust, on behalf of the Acquiring Funds have
caused this Agreement and Plan of Reorganization to be executed
and attested on its behalf by its duly authorized representatives
as of the date first above written.
JANUS ASPEN SERIES on behalf of Growth Portfolio, Aggressive
Growth Portfolio, Capital Appreciation Portfolio, Balanced
Portfolio, Equity Income Portfolio, Growth and Income
Portfolio, International Growth Portfolio, Worldwide Growth
Portfolio, Flexible Income Portfolio, and Money Market
Portfolio.
ATTEST: By:
------------------------------ -----------------------------
Secretary Vice President
JANUS ADVISER SERIES on behalf of Janus Adviser Growth
Fund, Janus Adviser Aggressive Growth Fund, Janus
Adviser Capital Appreciation Fund, Janus Adviser
Balanced Fund, Janus Adviser Equity Income Fund, Janus
Adviser Growth and Income Fund, Janus Adviser
International Fund, Janus Adviser Worldwide Fund, Janus
Adviser Flexible Income Fund, and Janus Adviser Money
Market Fund.
ATTEST: By:
------------------------------ -----------------------------
Secretary Vice President
42
<PAGE>
EXHIBIT A TO AGREEMENT AND PLAN OF
REORGANIZATION
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
CORRESPONDING TRANSFERRING
TRANSFERRING FUND RETIREMENT FUND CORRESPONDING ACQUIRING FUND
- ----------------- --------------------------- ----------------------------
<S> <C> <C>
Janus Aspen Series Growth Janus Aspen Series Growth Janus Adviser Growth Fund
Portfolio Retirement Portfolio
Janus Aspen Series Janus Aspen Series Janus Adviser Aggressive
Aggressive Growth Aggressive Growth Growth Fund
Portfolio Retirement Portfolio
Janus Aspen Series Capital Janus Aspen Series Capital Janus Adviser Capital
Appreciation Portfolio Appreciation Retirement Appreciation Fund
Portfolio
Janus Aspen Series Balanced Janus Aspen Series Balanced Janus Adviser Balanced Fund
Portfolio Retirement Portfolio
Janus Aspen Series Equity Janus Aspen Series Equity Janus Adviser Equity Income
Income Portfolio Income Retirement Fund
Portfolio
Janus Aspen Series Growth Janus Aspen Series Growth Janus Adviser Growth and
and Income Portfolio and Income Retirement Income Fund
Portfolio
Janus Aspen Series Janus Aspen Series Janus Adviser International
International Growth International Growth Fund
Portfolio Retirement Portfolio
Janus Aspen Series Janus Aspen Series Janus Adviser Worldwide Fund
Worldwide Growth Worldwide Growth
Portfolio Retirement Portfolio
Janus Aspen Series Flexible Janus Aspen Series Flexible Janus Adviser Flexible
Income Portfolio Income Retirement Income Fund
Portfolio
Janus Aspen Series Money Janus Aspen Series Money Janus Adviser Money Market
Market Portfolio Market Retirement Fund
Portfolio
</TABLE>
43
<PAGE>
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<PAGE>
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<PAGE>
[JANUS LOGO]
100 Fillmore Street
Denver, Colorado 80206-4928
www.janus.com
The 1999 Annual Report to Shareholders for Janus Aspen Series
Retirement Shares is incorporated by reference into this document
(which means it is legally part of this document).
<PAGE>
o PLEASE FOLD AND DETACH CARD AT PERFORATION BEFORE MAILING o
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
THE TRUSTEES RECOMMEND VOTING FOR THE PROPOSAL.
PLEASE VOTE BY FILLING IN THE BOX BELOW.
<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN
<S> <C> <C> <C>
1. To approve a reorganization that would transfer assets relating to the [ ] [ ] [ ]
Retirement Shares class of the Portfolio, to a corresponding fund of
Janus Adviser Series.
2. To transact such other business as may properly come before the
Meeting.
If you sign, date and return this Proxy but do not fill in a box above, we will vote your shares "FOR" the Proposal.
Whether or not you plan to attend the meeting, we urge you to sign, date and return the enclosed proxy card in
the accompanying postage-paid envelope. To avoid unnecessary delay, we ask your cooperation in mailing the proxy
promptly.
801, 802, 803, 804, 805, 807, 808, 810, 811, 812
</TABLE>
<PAGE>
JANUS ASPEN SERIES
o PLEASE FOLD AND DETACH CARD AT PERFORATION BEFORE MAILING o
THIS PROXY IS BEING SOLICITED BY THE
TRUSTEES OF JANUS ASPEN SERIES
The undersigned hereby appoints Steven R. Goodbarn and Kelley Abbott Howes, or
any or all of them, as attorneys, with full power of substitution, to vote the
shares of the above-referenced fund which the undersigned is entitled to vote
at the Special Meeting of Shareholders of the Retirement Shares Class to be
held at 3773 Cherry Creek North Drive, Denver, Colorado 80209 on July 20, 2000
at 10:00 a.m. Mountain Time, and at any adjournments. This Proxy shall be voted
on the Proposal described in the accompanying Proxy Statement as specified
below. As to any other matter that comes before the meeting, the persons
appointed above will vote in accordance with their best judgment. The
undersigned hereby acknowledges receipt of the accompanying Proxy Statement and
Notice of Special Meeting.
Note: Please sign exactly as your name appears on this
Proxy. If you are signing this Proxy in a fiduciary capacity,
for example as a trustee, please state that capacity along
with your signature.
-------------------------------------------------------------
-------------------------------------------------------------
Signature(s)
Dated:
--------------------
801, 802, 803, 804, 805, 807, 808, 810, 811, 812
