As filed with the Securities and Exchange Commission on February 28, 2020
Securities Act File No. 333-207814
Investment Company Act File No. 811-23112
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
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REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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Pre-Effective Amendment No.
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Post-Effective Amendment No. 33
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and/or
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REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
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Amendment No. 34
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(Check appropriate box or boxes.)
JANUS DETROIT STREET TRUST
(Exact Name of Registrant as Specified in Charter)
151 Detroit Street, Denver, Colorado 80206-4805
(Address of Principal Executive Offices) (Zip Code)
Registrants Telephone Number, including Area Code:
303-333-3863
Byron D. Hittle
151 Detroit Street
Denver,
Colorado 80206-4805
(Name and Address of Agent for Service)
With Copies to:
Eric S. Purple
Stradley Ronon Stevens & Young, LLP
2000 K Street, N.W., Suite 700
Washington, D.C. 20006
Approximate Date of
Proposed Public Offering: As soon as practicable after the effective date of this Registration Statement.
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It is proposed that this filing will become effective: (check
appropriate box)
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immediately upon filing pursuant to paragraph (b)
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on February 28, 2020 pursuant to paragraph (b)
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60 days after filing pursuant to paragraph (a)(1)
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on pursuant to paragraph (a)(1)
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75 days after filing pursuant to paragraph (a)(2)
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on (date) pursuant to paragraph (a)(2) of rule 485.
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If appropriate, check the following box:
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this post-effective amendment designates a new effective date for a previously filed post-effective amendment.
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February 28, 2020
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Ticker
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Janus Henderson Small Cap Growth Alpha ETF
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JSML
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Principal U.S. Listing Exchange: The NASDAQ Stock Market LLC
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Janus Detroit Street Trust
Prospectus
Beginning on January 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, paper copies of the Funds shareholder
reports will no longer be sent by mail, unless you specifically request paper copies of the reports from your broker-dealer or other financial intermediary (such as a bank). Instead, the reports will be made available on a website, and you will be
notified by mail each time a report is posted and provided with a website link to access the report.
If you already elected to receive shareholder
reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from the Fund electronically by contacting your broker-dealer or other financial
intermediary.
You may elect to receive all future reports in paper free of charge by contacting your broker-dealer or other financial intermediary.
Your election to receive reports in paper will apply to all Funds held in your account at your broker-dealer or other financial intermediary.
The
Securities and Exchange Commission has not approved or disapproved of these securities or passed on the accuracy or adequacy of this Prospectus. Any representation to the contrary is a criminal offense.
This Prospectus describes Janus Henderson Small Cap Growth Alpha ETF (the Fund), a portfolio of
Janus Detroit Street Trust (the Trust). Janus Capital Management LLC (Janus Capital or Janus) serves as investment adviser to the Fund.
Shares of the Fund are not individually redeemable and the owners of Fund shares may purchase or redeem shares from the Fund in Creation Units only, in
accordance with the terms set forth in this Prospectus. The purchase and sale price of individual Fund shares trading on an exchange may be below, at or above the most recently calculated net asset value for Fund shares.
TABLE OF CONTENTS
1½Janus Detroit Street Trust
FUND SUMMARY
Janus Henderson Small Cap Growth Alpha ETF
Ticker: JSML
Janus Henderson Small Cap Growth Alpha ETF seeks investment results that correspond generally, before fees and expenses,
to the performance of its underlying index, the Janus Henderson Small Cap Growth Alpha Index (the Underlying Index).
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FEES AND EXPENSES OF THE FUND
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This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. Investors may pay brokerage
commissions on their purchases and sales of Fund shares, which are not reflected in the table or in the example below.
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ANNUAL FUND OPERATING EXPENSES
(expenses that you pay each year as a percentage of the value of your investment)
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Management Fees(1)
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0.35%
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Other Expenses
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0.00%
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Total Annual Fund Operating Expenses
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0.35%
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(1)
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The Funds Management Fee is a unitary fee that is designed to pay substantially all operating
expenses, except for distribution fees (if any), brokerage expenses or commissions, interest, dividends, taxes, litigation expenses, acquired fund fees and expenses (if any), and other extraordinary expenses not incurred in the ordinary course of
the Funds business.
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EXAMPLE:
The Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other funds. The Example assumes that you invest
$10,000 in the Fund for the time periods indicated and then sell all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Funds operating expenses remain the same.
Although your actual costs may be higher or lower, based on these assumptions your costs would be:
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1 Year
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3 Years
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5 Years
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10 Years
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$
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36
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$
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113
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$
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197
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$
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443
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Portfolio Turnover: The Fund pays transaction costs, such as commissions, when it buys and sells
securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in
annual fund operating expenses or in the Example, affect the Funds performance. During the most recent fiscal year, the Funds portfolio turnover rate was 104% of the average value of its portfolio.
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PRINCIPAL INVESTMENT STRATEGIES
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The Fund pursues its investment objective by normally investing at least 80% of its net assets (plus any borrowings for
investment purposes) in the securities that comprise the Janus Henderson Small Cap Growth Alpha Index (Underlying Index).
The Underlying Index
is composed of common stocks of small-sized companies that are included in the Solactive Small Cap Index, a universe of 2,000 small-sized capitalization stocks. The Solactive Small Cap Index uses the total public market value, or
free-float, capitalization of a stock to determine whether to include such stock in the Solactive Small Cap Index. The Underlying Index is designed to select small-sized capitalization stocks that are poised for smart growth
by evaluating each companys performance in three critical areas: growth, profitability, and capital efficiency. Using a proprietary quantitative methodology, such stocks are scored based on fundamental measures of their growth, profitability,
and capital efficiency, and the top 10% of such eligible stocks scoring the highest become the constituents of the Underlying Index. To arrive at the top 10%, for each security in the stated universe, the quantitative methodology assigns a score in
each of 10 different fundamental factors, relative to other eligible securities. The fundamental factors include measures that Janus Capital believes are tied to a
2½Janus Henderson Small Cap Growth Alpha ETF
stocks outperformance relative to other small cap stocks, and indicate a companys performance with respect to growth (such as the revenue growth rate over 2- 5- and 8- year periods), profitability (such as margin expansion, profit margin and earnings per share over time) and capital efficiency (such as returns on invested capital). The scores for each stock
within a factor are then added together across the 10 factors, with equal weighting, to arrive at an overall score for each stock. The stocks with the highest 10% of scores are then weighted within the Underlying Index according to their market
capitalization. Finally, the stocks are sector-weighted to reflect the sector allocation weight of Janus Henderson Venture Fund, based on its most recent publicly available holdings. A stock may not represent more than 3% of the Underlying Index.
The Underlying Index seeks risk adjusted outperformance relative to a market capitalization weighted universe of small-sized capitalization growth stocks. Market capitalizations within the Underlying Index will vary, but as of February 1, 2020,
they ranged from approximately $94 million to $3.3 billion. The Underlying Index is rebalanced on a quarterly basis based on the methodology described above.
The Fund uses a passive, index-based approach in seeking performance that corresponds to the performance of the Underlying Index. The Fund
generally will use a replication methodology, meaning it will invest in the securities composing the Underlying Index in proportion to the weightings in the Underlying Index. However, the Fund may utilize a sampling methodology under various
circumstances in which it may not be possible or practicable to purchase all of the securities in the Underlying Index. Janus Capital expects that over time, if the Fund has sufficient assets, the correlation between the Funds performance,
before fees and expenses, and that of the Underlying Index will be 95% or better. A figure of 100% would indicate perfect correlation.
The Fund may also
invest in investments that are not included in the Underlying Index, but which Janus Capital believes will help the Fund track the Underlying Index. Such investments include stocks, shares of other investment companies, cash and cash equivalents,
including money market funds.
To the extent the Underlying Index concentrates (i.e., holds 25% or more of its total assets) in the securities of a
particular industry or group of industries, the Fund will concentrate its investments to approximately the same extent as the Underlying Index. As of February 1, 2020, the Underlying Index did not concentrate in a particular industry or
group of industries. For more recent information, see the Funds daily portfolio holdings posted on the ETF portion of the Janus Henderson website.
The Fund may lend portfolio securities on a short-term or long-term basis, in an amount equal to up to one-third of its total assets as determined at the time
of the loan origination.
The Underlying Index is compiled and administered by Janus Henderson Indices LLC (JH Indices or the Index
Provider). JH Indices is affiliated with the Fund and Janus Capital.
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PRINCIPAL INVESTMENT RISKS
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The Funds returns and yields will vary, and you could lose money. The principal risks and special considerations
associated with investing in the Fund are set forth below.
Market Risk. The value of the Funds portfolio may decrease if
the value of an individual company or security, or multiple companies or securities, in the portfolio decreases. Further, regardless of how well individual companies or securities perform, the value of the Funds portfolio could also decrease
if there are deteriorating economic or market conditions. It is important to understand that the value of your investment may fall, sometimes sharply, in response to changes in the market, and you could lose money. Market risk may affect a single
issuer, industry, economic sector, or the market as a whole. The Underlying Index has exposure to the small-sized capitalization sector of the stock market, and therefore at times the Fund may underperform the overall stock market.
Equity Investing Risk. The Funds investment in the securities composing the Underlying Index involves risks of investing in a
portfolio of equity securities, such as market fluctuations, changes in interest rates and perceived trends in stock prices.
Small-Sized Companies
Risk. The Funds investments in securities issued by small-sized companies, which can include smaller, start-up companies offering emerging products or services, may involve greater
risks than are customarily associated with larger, more established companies. Securities issued by small-sized companies tend to be more volatile and somewhat more speculative than securities issued by larger or more established companies and may
underperform as compared to the securities of larger companies. Securities issued by micro-capitalization companies tend to be significantly more volatile, and more vulnerable to adverse business and economic developments, than those of larger
companies.
3½Janus Henderson Small Cap Growth Alpha ETF
Growth Securities Risk. Securities of companies perceived to be growth
companies may be more volatile than other stocks and may involve special risks. If the perception of a companys growth potential, based on the quantitative methodology applied in constructing the Underlying Index, is not realized, the
securities purchased may not perform as expected, reducing the Funds returns. In addition, because different types of stocks tend to shift in and out of favor depending on market and economic conditions, growth stocks may perform
differently from the market as a whole and other types of securities.
Investment Style Risk. Returns from small-sized
capitalization stocks may trail returns from the overall stock market. Small-cap stocks may go through cycles of doing better or worse than other segments of the stock market or the stock market in general. These cycles may continue for extended
periods of time.
Concentration Risk. The Funds assets will generally be concentrated in an industry or group of industries
to the extent that the Funds Underlying Index concentrates in a particular industry or group of industries. To the extent the Fund invests a substantial portion of its assets in an industry or group of industries, market or economic factors
impacting that industry or group of industries could have a significant effect on the value of the Funds investments. Companies in the same or similar industries may share common characteristics and are more likely to react similarly to
industry-specific market or economic developments. The Funds performance may be more volatile when the Funds investments are less diversified across industries. The Funds assets will not be concentrated if the Underlying Index does
not concentrate in a particular industry or group of industries.
Early Close/Trading Halt Risk. An exchange or market may close
or issue trading halts on specific securities, or the ability to buy or sell certain securities or financial instruments may be restricted, which may result in the Fund being unable to buy or sell certain securities or financial instruments. In such
circumstances, the Fund may be unable to rebalance its portfolio, may be unable to accurately price its investments and/or may incur substantial trading losses.
Index Tracking Risk. The Funds return may not match or achieve a high degree of correlation with the return of the Underlying
Index. To the extent the Fund utilizes a sampling approach, it may experience tracking error to a greater extent than if the Fund sought to replicate the Underlying Index. In addition, the Fund may hold fewer than the total number of securities in
the Underlying Index. Further, the Fund may hold securities or other investments not included in the Underlying Index but which Janus Capital believes will help the Fund track the Underlying Index. Such investments may not perform as expected.
Index Provider Risk. The Fund seeks to achieve returns that generally correspond, before fees and expenses, to the performance of the
Underlying Index, as published by the Index Provider. There is no assurance that the Index Provider will compile the Underlying Index accurately, or that the Underlying Index will be determined, composed or calculated accurately. While the Index
Provider gives descriptions of what the Underlying Index is designed to achieve, the Index Provider generally does not provide any warranty or accept any liability in relation to the quality, accuracy or completeness of data in such index, and it
generally does not guarantee that the Underlying Index will be in line with its methodology. Errors made by the Index Provider with respect to the quality, accuracy and completeness of the data within the Underlying Index may occur from time to time
and may not be identified and corrected by the Index Provider for a period of time, if at all. Therefore, gains, losses or costs associated with Index Provider errors will generally be borne by the Fund and its shareholders.
Methodology and Model Risk. Neither the Fund nor Janus Capital can offer assurances that tracking the Underlying Index will maximize
returns or minimize risk, or be appropriate for every investor seeking a particular risk profile. Underlying Index risks include, but are not limited to, the risk that the factors used to determine the components of the Underlying Index, as applied
by the Index Provider in accordance with the Underlying Index methodology, might not select securities that individually, or in the aggregate, outperform the broader small-sized capitalization universe. In addition, the Underlying Index was designed
based on historically relevant fundamental factors and may not provide risk-adjusted outperformance in the future.
Passive Investment
Risk. The Fund is not actively managed and therefore the Fund might not sell shares of a security due to current or projected underperformance of a security, industry or sector, unless that security is removed from the Underlying
Index or the selling of shares is otherwise required upon a rebalancing of the Underlying Index.
Securities Lending Risk. The
Fund may seek to earn additional income through lending its securities to certain qualified broker-dealers and institutions. There is the risk that when portfolio securities are lent, the securities may not be returned on a timely basis, and the
Fund may experience delays and costs in recovering the security or gaining access to the collateral provided to the Fund to collateralize the loan. If the Fund is unable to recover a security on loan, the Fund may use the collateral to purchase
replacement securities in the market. There is a risk that the value of the collateral could decrease below the cost of the replacement security by the time the replacement investment is made, resulting in a loss to the Fund.
4½Janus Henderson Small Cap Growth Alpha ETF
Trading Issues Risk. Although Fund shares are listed for trading on The NASDAQ
Stock Market LLC (NASDAQ), there can be no assurance that an active trading market for such shares will develop or be maintained. The lack of an active market for Fund shares, as well as periods of high volatility, disruptions in the
creation/redemption process, or factors affecting the liquidity of the underlying securities held by the Fund, may result in the Funds shares trading at a premium or discount to its net asset value per share (NAV). If an investor
purchases shares at a time when the market price is at a premium to the NAV or sells at a time when the market price is at a discount to the NAV, the investor may sustain losses.
Trading in Fund shares may be halted due to market conditions or for reasons that, in the view of the NASDAQ, make trading in Fund shares inadvisable. In
addition, trading is subject to trading halts caused by extraordinary market volatility pursuant to the NASDAQ circuit breaker rules. There can be no assurance that the requirements of the NASDAQ necessary to maintain the Funds
listing will continue to be met or will remain unchanged. During a flash crash, the market prices of the Funds shares may decline suddenly and significantly. Such a decline may not reflect the performance of the portfolio
securities held by the Fund. Flash crashes may cause Authorized Participants and other market makers to limit or cease trading in the Funds shares for temporary or longer periods. Shareholders could suffer significant losses to the extent that
they sell shares at these temporarily low market prices.
Fluctuation of NAV. The net asset value (NAV) of the Fund
shares will generally fluctuate with changes in the market value of the Funds securities holdings. The market prices of shares will generally fluctuate in accordance with changes in the Funds NAV and supply and demand of shares on the
NASDAQ. An absence of trading in shares of the Fund, or a high volume of trading in the Fund, may result in trading prices that differ significantly from the Funds NAV. It cannot be predicted whether Fund shares will trade below, at or above
the Funds NAV. If an investor purchases shares at a time when the market price is at a premium to the NAV of the shares or sells at a time when the market price is at a discount to the NAV of the shares, then the investor may sustain losses.
Further, the securities held by the Fund may be traded in markets that close at a different time than the NASDAQ. Liquidity in those securities may be reduced after the applicable closing times. Accordingly, during the time when the NASDAQ is open
but after the applicable market closing, bid-ask spreads and the resulting premium or discount to the Fund shares NAV may widen. Similarly, the NASDAQ may be closed at times or days when markets for securities held by the Fund are open, which
may increase bid-ask spreads and the resulting premium or discount to the Fund shares NAV when the NASDAQ re-opens.
Authorized Participant
Risk. The Fund may have a limited number of financial institutions that may act as Authorized Participants (APs). Only APs who have entered into agreements with the Funds distributor may engage in creation or
redemption transactions directly with the Fund. To the extent that those APs exit the business or are unable to process creation and/or redemption orders, and no other AP is able to step forward to create and redeem in either of these cases, shares
may trade like closed-end fund shares at a premium or a discount to NAV and possibly face delisting.
An investment in the Fund is not a bank deposit
and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
The following information provides some indication of the risks of investing in the Fund by showing how the Funds
performance has varied over time. The bar chart depicts the change in performance from year to year during the periods indicated. The table compares the Funds average annual returns for the periods indicated to a broad-based securities market
index and the index the Fund seeks to track. The indices are not available for direct investment. All figures assume reinvestment of dividends and distributions.
The Funds past performance (before and after taxes) does not necessarily indicate how it will perform in the future. Updated performance information
is available at janushenderson.com/performance or by calling 1-800-668-0434.
5½Janus Henderson Small Cap Growth Alpha ETF
Janus Henderson Small Cap Growth Alpha ETF
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Annual Total Returns (calendar year-end)
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Best Quarter: 1st Quarter
2019 15.85% Worst Quarter: 4th Quarter 2018 20.84%
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Average Annual Total Returns (periods ended 12/31/19)
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1 Year
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Since
Inception
2/23/2016
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Janus Henderson Small Cap Growth Alpha ETF
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Return Before Taxes
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31.06
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%
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18.45
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Return After Taxes on Distributions
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30.97
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%
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18.30
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Return After Taxes on Distributions and Sale of Fund
Shares
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18.45
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%
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14.75
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Janus Henderson Small Cap Growth Alpha Index(1)
(reflects no deductions for fees, expenses or taxes)
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31.75
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%
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18.82
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Russell
2000TM Growth Index(1)
(reflects no deductions for fees, expenses or taxes)
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28.48
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%
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16.97
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%
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(1)
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Index performance shown in the table is the total return, which assumes reinvestment of any dividends and
distributions during the time periods shown.
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After-tax returns are calculated using the historical highest individual federal marginal
income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on your individual tax situation and may differ from those shown in the preceding table. The after-tax return information shown above does
not apply to Fund shares held through a tax-advantaged account, such as a 401(k) plan or an IRA.
Investment Adviser: Janus Capital Management LLC
Portfolio Managers: Benjamin Wang, CFA, is Co-Portfolio Manager of the Fund, which he has co-managed since inception. Scott M.
Weiner, DPhil, is Co-Portfolio Manager of the Fund, which he has co-managed since inception.
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PURCHASE AND SALE OF FUND SHARES
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Unlike shares of traditional mutual funds, shares of the Fund are not individually redeemable and may only be purchased or
redeemed directly from the Fund at NAV in large increments called Creation Units (25,000 or more shares per Creation Unit) through certain participants, known as Authorized Participants. Janus Capital may modify the Creation
Unit size with prior notification to the Funds Authorized Participants. See the ETF portion of the Janus Henderson website for the Funds current Creation Unit size. The Fund will generally issue or redeem Creation Units in exchange for
portfolio securities (and an amount of cash) that the Fund specifies each day. Except when aggregated in Creation Units, Fund shares are not redeemable securities of the Fund.
6½Janus Henderson Small Cap Growth Alpha ETF
Shares of the Fund are listed and trade on the NASDAQ, and individual investors can purchase or sell shares in
much smaller increments for cash in the secondary market through a broker. These transactions, which do not involve the Fund, are made at market prices that may vary throughout the day and differ from the Funds NAV. As a result, you may pay
more than NAV (at a premium) when you purchase shares, and receive less than NAV (at a discount) when you sell shares, in the secondary market.
The Funds distributions are taxable, and will be taxed as ordinary income or capital gains, unless you are investing
through a tax-advantaged arrangement, such as a 401(k) plan or an individual retirement account (in which case you may be taxed at ordinary income tax rates upon withdrawal of your investment from such account). A sale of Fund shares may result in a
capital gain or loss.
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PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL
INTERMEDIARIES
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If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), Janus Capital and/or its
affiliates may pay broker-dealers or intermediaries for the sale and/or maintenance of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to
recommend the Fund over another investment. Ask your salesperson or visit your financial intermediarys website for more information.
7½Janus Henderson Small Cap Growth Alpha ETF
ADDITIONAL INFORMATION ABOUT
THE FUND
Please refer to the following important information when reviewing the Fees and Expenses of the Fund table
in the Fund Summary of the Prospectus. The fees and expenses shown were determined based on average net assets as of the Funds most recent fiscal year ended October 31, 2019.
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Annual Fund Operating Expenses are paid out of the Funds assets. You do not pay these fees
directly but, as the Example in the Fund Summary shows, these costs are borne indirectly by all shareholders.
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The Management Fee is the rate paid by the Fund to Janus Capital for providing certain services.
Refer to Management Expenses in this Prospectus for additional information with further description in the Statement of Additional Information (SAI).
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include taxes and governmental fees, brokerage fees, commissions and other transaction expenses, costs of
borrowing money, including interest expenses, securities lending expenses, and extraordinary expenses (such as litigation and indemnification expenses).
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include acquired fund fees and expenses, which are indirect expenses the Fund may incur as a result of investing
in shares of an underlying fund. Acquired Fund refers to any underlying fund (including, but not limited to, exchange-traded funds) in which a fund invests or has invested during the period. If applicable, or unless otherwise indicated
in the Funds Fees and Expenses table, such amounts are less than 0.01% and are included in the Funds Other Expenses.
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ADDITIONAL INVESTMENT STRATEGIES AND GENERAL PORTFOLIO
POLICIES
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The Funds Board of Trustees (Trustees) may change the Funds investment objective or non-fundamental
principal investment strategies without a shareholder vote. The Fund will notify you in writing at least 60 days or as soon as reasonably practicable before making any such change it considers material. In addition, the Fund will provide
shareholders with at least 60 days notice prior to changing the 80% investment policy. If there is a material change to the Funds objective or principal investment strategies, you should consider whether the Fund remains an
appropriate investment for you. There is no guarantee that the Fund will achieve its investment objective.
The Funds portfolio holdings are
disclosed on its website daily after the close of trading on the exchange and prior to the opening of trading on the exchange the following day. A description of the Funds policies and procedures with respect to the disclosure of the
Funds portfolio holdings is available in the Funds SAI. Information about the premiums and discounts at which the Funds shares have traded is available at janushenderson.com/performance by selecting the Fund for additional details.
Unless otherwise stated, the following additional investment strategies and general policies apply to the Fund and provide further information
including, but not limited to, the types of securities the Fund may invest in when implementing its investment objective. Some of these strategies and policies may be part of a principal strategy. Other strategies and policies may be utilized to a
lesser extent. Except for the Funds policies with respect to investments in illiquid investments and borrowing, the percentage limitations included in these policies and elsewhere in this Prospectus and/or the SAI normally apply only at the
time of purchase of a security. So, for example, if the Fund exceeds a limit as a result of market fluctuations or the sale of other securities, it will not be required to dispose of any securities and may continue to purchase such securities in
order to track the Underlying Index.
Real Estate-Related Securities
Although not considered a principal investment strategy, the Fund may invest in equity securities of real estate-related companies to the extent such
securities are included in the Underlying Index. Such companies may include those in the real estate industry or real estate-related industries. These securities may include common stocks, preferred stocks, and other equity securities, such as
mortgage-backed securities, real estate-backed securities, securities of real estate investment trusts (REITs) and similar REIT-like entities. A REIT is a trust that invests in real estate-related projects, such as properties, mortgage
loans, and construction loans. REITs are generally categorized as equity, mortgage, or hybrid REITs. A REIT may be listed on an exchange or traded over-the-counter.
8½Janus Detroit Street Trust
Securities Lending
Although not considered a principal investment strategy, the Fund may seek to earn additional income through lending its securities to certain qualified
broker-dealers and institutions on a short-term or long-term basis. The Fund may lend portfolio securities on a short-term or long-term basis, in an amount equal to up to one-third of its total assets as determined at the time of the loan
origination. When the Fund lends its securities, it receives collateral (including cash collateral), at least equal to the value of securities loaned. The Fund may earn income by investing this collateral in one or more affiliated or non-affiliated
cash management vehicles. It is also possible that, due to a decline in the value of a cash management vehicle in which collateral is invested, the Fund may lose money. There is also the risk that when portfolio securities are lent, the securities
may not be returned on a timely basis, and the Fund may experience delays and costs in recovering the security or gaining access to the collateral provided to the Fund to collateralize the loan. If the Fund is unable to recover a security on loan,
the Fund may use the collateral to purchase replacement securities in the market. There is a risk that the value of the collateral could decrease below the cost of the replacement security by the time the replacement investment is made, resulting in
a loss to the Fund. In certain circumstances, individual loan transactions could yield negative returns. To the extent Janus Capital manages the cash collateral in an affiliated cash management vehicle, it will receive an investment advisory fee for
managing such assets.
Non-Index Investments
Although not considered a principal investment strategy, the Fund may invest in investments that are not included in the Underlying Index, but which Janus
Capital believes will help the Fund track its Underlying Index. Such investments include common stocks, shares of other investment companies, and cash and cash equivalents, including money market funds. There may be instances where a stock is
removed from the Underlying Index but Janus Capital may elect to hold it for tax-related purposes, or where the Fund receives non-Underlying Index stocks in a corporate action and does not sell the stocks until the next rebalance date. Janus Capital
may also choose to hold non-Underlying Index stocks due to an optimization methodology to more efficiently track the Underlying Index. Use of an optimization methodology would entail the use of a program or model designed to identify securities that
are not included in the Underlying Index, but would be expected to behave similarly to securities that are in the Underlying Index.
The value of your investment will vary over time, sometimes significantly, and you may lose money by investing in the Fund. The
Fund invests substantially all of its assets in small-sized capitalization stocks. The following information is intended to help you better understand some of the risks of investing in the Fund. The impact of the following risks on the Fund may vary
depending on the Funds investments. The greater the Funds investment in a particular security, the greater the Funds exposure to the risks associated with that security. Before investing in the Fund, you should consider carefully
the risks that you assume when investing in the Fund.
Index Tracking Risk. Tracking error refers to the risk that Janus
Capital may not be able to cause the Funds performance to match or correlate to that of the Underlying Index, either on a daily or aggregate basis. There are a number of factors that may contribute to the Funds tracking error, such as
Fund expenses, imperfect correlation between the Funds investments and those of the Underlying Index, rounding of share prices, the timing or magnitude of changes to the composition of the Underlying Index, regulatory policies, and a high
portfolio turnover rate. The Fund incurs operating expenses not applicable to the Underlying Index and incurs costs associated with buying and selling securities, especially when rebalancing the Funds securities holdings to reflect changes in
the composition of the Underlying Index. In addition, mathematical compounding may prevent the Fund from correlating with the monthly, quarterly, annual, or other period performance of the Underlying Index. Tracking error may cause the Funds
performance to be less than expected.
Passive Investment Risk. The Fund is not actively managed. Therefore, unless a
specific security is removed from the Underlying Index, or the selling of shares of that security is otherwise required upon a rebalancing of the Underlying Index pursuant to the Underlying Index methodology, the Fund generally would not sell a
security because the securitys issuer was in financial trouble. If a specific security is removed from the Underlying Index, the Fund may be forced to sell such security at an inopportune time or for a price other than the securitys
current market value. An investment in the Fund involves risks similar to those of investing in equity securities traded on an exchange, such as market fluctuations caused by such factors as economic and political developments, changes in interest
rates and perceived trends in security prices. It is anticipated that the value of Fund shares will decline, more or less, in correspondence with any decline in value of the Underlying Index.
9½Janus Detroit Street Trust
The Underlying Index may not contain the appropriate mix of securities for any particular point in the
business cycle of the overall economy, particular economic sectors, or narrow industries within which the commercial activities of the companies composing the portfolio securities holdings of the Fund are conducted, and the timing of movements from
one type of security to another in seeking to replicate the Underlying Index could have a negative effect on the Fund. Unlike with an actively managed fund, Janus Capital does not use techniques or defensive strategies designed to lessen the effects
of market volatility or to reduce the impact of periods of market decline. This means that, based on market and economic conditions, the Funds performance could be lower than other types of mutual funds that may actively shift their portfolio
assets to take advantage of market opportunities or to lessen the impact of a market decline.
Affiliated Index Provider Risk. JH
Indices, the index provider for the Fund, is an affiliated person of Janus Capital, which poses the appearance of a conflict of interest. For example, a potential conflict could arise between an affiliated person of Janus Capital and the Fund if
that entity attempted to use information regarding changes and composition of the Underlying Index to the detriment of the Fund. Additionally, potential conflicts could arise with respect to the personal trading activity of personnel of the
affiliated person who may have access to, or knowledge of, pending changes to the Underlying Indexs composition methodology or the constituent securities in the Underlying Index prior to the time that information is publicly disseminated. If
shared, such knowledge could facilitate front-running (which describes an instance in which other persons trade ahead of a Fund). Although Janus Capital and JH Indices have taken steps designed to ensure that these potential conflicts
are mitigated (e.g., via the adoption of policies and procedures that are designed to minimize potential conflicts of interest and the implementation of informational barriers designed to minimize the potential for the misuse of information about
the Underlying Index), there can be no assurance that such measures will be successful.
Fluctuation of NAV. The NAV of the Fund
shares will generally fluctuate with changes in the market value of the Funds securities holdings. The market prices of shares will generally fluctuate in accordance with changes in the Funds NAV and supply and demand of shares on the
NASDAQ. It cannot be predicted whether Fund shares will trade below, at or above their NAV. Price differences may be due, in large part, to the fact that supply and demand forces at work in the secondary trading market for shares will be closely
related to, but not identical to, the same forces influencing the prices of the securities of the Underlying Index trading individually or in the aggregate at any point in time. In addition, during periods of significant volatility, the liquidity of
the underlying securities held by the Fund may affect the Funds trading prices. While the creation/redemption feature is designed to make it likely that Fund shares normally will trade close to the Funds NAV, disruptions to creations and
redemptions may result in trading prices that differ significantly from the Funds NAV. An absence of trading in shares of the Fund, or a high volume of trading in the Fund, may result in trading prices that differ significantly from the
Funds NAV. If an investor purchases Fund shares at a time when the market price is at a premium to the NAV of the shares or sells at a time when the market price is at a discount to the NAV of the shares, then the investor may sustain losses.
Further, the securities held by the Fund may be traded in markets that close at a different time than the NASDAQ. Liquidity in those securities may be reduced after the applicable closing times. Accordingly, during the time when the NASDAQ is open
but after the applicable market closing, bid-ask spreads and the resulting premium or discount to the Fund shares NAV may widen. Similarly, the NASDAQ may be closed at times or days when markets for securities held by the Fund are open, which
may increase bid-ask spreads and the resulting premium or discount to the Fund shares NAV when the NASDAQ re-opens.
Transaction and Spread
Risk. Investors buying or selling Fund shares in the secondary market will pay brokerage commissions or other charges imposed by brokers as determined by that broker. Brokerage commissions are often a fixed amount and may be a
significant proportional cost for investors seeking to buy or sell relatively small amounts of shares. In addition, secondary market investors will also incur the cost of the difference between the price that an investor is willing to pay for shares
(the bid price) and the price at which an investor is willing to sell shares (the ask price). This difference in bid and ask prices is often referred to as the spread or bid/ask spread. The bid/ask
spread varies over time for shares based on trading volume and market liquidity, and is generally lower if the Funds shares have more trading volume and market liquidity and higher if the Funds shares have little trading volume and
market liquidity. Further, increased market volatility and trading halts affecting any of the Funds portfolio securities may cause increased bid/ask spreads. Due to the costs of buying or selling shares, including bid/ask spreads, frequent
trading of shares may significantly reduce investment results and an investment in shares may not be advisable for investors who anticipate regularly making small investments.
Trading Issues Risk. Trading in shares on the NASDAQ may be halted due to market conditions or for reasons that, in the view of the
NASDAQ, make trading in shares inadvisable. In addition, trading in shares on the NASDAQ is subject to trading halts caused by extraordinary market volatility pursuant to the NASDAQ circuit breaker rules. There can be no assurance that
the requirements of the NASDAQ necessary to maintain the listing of the Fund will continue to be met or will remain unchanged or
10½Janus Detroit Street Trust
that the shares will trade with any volume, or at all. While the creation/redemption feature is designed to make it likely that shares will trade close to the Funds NAV, disruptions to
creations and redemptions may result in trading prices that differ significantly from the Funds NAV. If an investor purchases shares at a time when the market price is at a premium to the NAV of the shares or sells at a time when the market
price is at a discount to the NAV of the shares, then the investor may sustain losses. In addition, during periods of significant volatility, the liquidity of the underlying securities held by the Fund may affect the Funds trading prices. For
example, when the Funds underlying securities trade on foreign exchanges that are closed when the securities exchange on which the Funds shares trade is open, this may result in deviations between the current price of such an underlying
security and the last quoted price for the underlying security. This could result in premiums or discounts to the Funds NAV. During a flash crash, the market prices of the Funds shares may decline suddenly and significantly.
Such a decline may not reflect the performance of the portfolio securities held by the Fund. Flash crashes may cause Authorized Participants and other market makers to limit or cease trading in the Funds shares for temporary or longer periods.
Shareholders could suffer significant losses to the extent that they sell shares at these temporarily low market prices.
Real Estate Securities
Risk. Although not considered a principal risk, the Funds performance may be affected by the risks associated with investments in real estate-related companies. The value of real estate-related companies securities is
sensitive to changes in real estate values and rental income, property taxes, interest rates, tax and regulatory requirements, supply and demand, and the management skill and creditworthiness of the company. Investments in REITs involve the same
risks as other real estate investments. In addition, a REIT could fail to qualify for tax-free pass-through of its income under the Internal Revenue Code or fail to maintain its exemption from registration under the Investment Company Act of 1940,
as amended (1940 Act), which could produce adverse economic consequences for the REIT and its investors, including the Fund.
These risks are
described further in the SAI.
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INFORMATION REGARDING THE UNDERLYING INDEX
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The Underlying Index is composed of common stocks from a universe of 2,000 small-sized
capitalization stocks. The Solactive Small Cap Index uses the total public market value, or free-float, capitalization of a stock to determine whether to include such stock in the Solactive Small Cap Index. The Underlying Index is
designed to select small-sized capitalization stocks that are poised for smart growth by evaluating each companys performance in three critical areas: growth, profitability, and capital efficiency. Using a proprietary quantitative
methodology, such stocks are scored based on fundamental measures of their growth, profitability, and capital efficiency, and the top 10% of such eligible stocks scoring the highest become the constituents of the Underlying Index. To arrive at the
top 10%, for each security in the stated universe, the quantitative methodology assigns a score in each of 10 different factors, relative to other eligible securities. The fundamental factors include measures that Janus Capital believes are tied to
a stocks outperformance relative to other small cap stocks, and indicate a companys performance with respect to growth (such as the revenue growth rate over 2- 5- and 8- year periods), profitability (such as margin expansion, profit
margin and earnings per share over time) and capital efficiency (such as returns on invested capital). Each stock in the eligible universe will receive a point total equal to the decile rank of the stock for a given factor. For example, if a stock
is in the top decile for a given factor, it will receive 10 points for that factor. If the stock is in the lowest decile, it will receive 1 point. For each factor, a threshold is established, and to the extent a stocks score within a factor
meets or exceeds the threshold, it will receive additional points. A high threshold means that exceeding that threshold is relatively difficult for a stock to achieve, and as a result will receive more bonus points than if the threshold were lower.
For detailed information on how stocks are scored, see the Janus Henderson Small Cap Growth Alpha Index Methodology document, available at the Index Providers website.
The scores for each stock within a factor are then added together across the 10 factors, with equal weighting, to arrive at an overall score for each stock.
These stocks with the highest 10% of scores are then weighted within the Underlying Index according to their market capitalization. Finally, the stocks are sector-weighted to reflect the sector allocation weight of Janus Henderson Venture Fund,
based on its most recent publicly available holdings. A stock may not represent more than 3% of the Underlying Index. The Underlying Index seeks risk adjusted outperformance relative to a market capitalization weighted universe of small-sized
capitalization growth stocks. Market capitalizations within the Underlying Index will vary, but as of February 1, 2020, they ranged from approximately $94 million to $3.3 billion. From time to time, and often as the result of specific
corporate actions, the Solactive Small Cap Index (and as a result the Underlying Index) may temporarily include companies that are either smaller or larger than are typically considered to be small-capitalization. The Underlying Index is rebalanced
on a quarterly basis based on the methodology described above.
The Underlying Index is compiled and administered by JH Indices, an affiliate of the
Fund and Janus Capital.
11½Janus Detroit Street Trust
MANAGEMENT OF THE FUND
Janus Capital Management LLC, 151 Detroit Street, Denver, Colorado 80206-4805, is the
investment adviser to the Fund. Janus Capital is responsible for the day-to-day management of the Funds investment portfolio and furnishes continuous advice and
recommendations concerning the Funds investments. Janus Capital also provides certain administration and other services and is responsible for other business affairs of the Fund.
Janus Capital (together with its predecessors and affiliates) has served as investment adviser to Janus Henderson mutual funds since 1970 and currently serves
as investment adviser to all of the Janus Henderson funds including Janus Henderson exchange-traded funds, acts as subadviser for a number of private-label mutual funds, and provides separate account advisory services for institutional accounts and
other unregistered products.
Janus Capital has received an exemptive order from the Securities and Exchange Commission (SEC) that permits
Janus Capital, subject to the approval of the Trustees, to appoint or replace certain subadvisers to manage all or a portion of the Funds assets and enter into, amend, or terminate a subadvisory agreement with certain subadvisers without
obtaining shareholder approval (a manager-of-managers structure). The
manager-of-managers structure applies to subadvisers that are not affiliated with the Trust or Janus Capital (non-affiliated subadvisers), as well as any
subadviser that is an indirect or direct wholly-owned subsidiary (as such term is defined by the 1940 Act) of Janus Capital or of another company that, indirectly or directly, wholly owns Janus Capital (collectively, wholly-owned
subadvisers).
Pursuant to the order, Janus Capital, with the approval of the Trustees, has the discretion to terminate any subadviser and allocate
and reallocate the Funds assets among Janus Capital and any other non-affiliated subadvisers or wholly-owned subadvisers (including terminating a non-affiliated subadviser and replacing it with a wholly-owned subadviser). Janus Capital,
subject to oversight and supervision by the Trustees, has responsibility to oversee any subadviser to the Fund and to recommend for approval by the Trustees, the hiring, termination, and replacement of subadvisers for the Fund. The order also
permits the Fund to disclose subadvisers fees only in the aggregate in the SAI. In the event that Janus Capital hires a new subadviser pursuant to the
manager-of-managers structure, the Fund would provide shareholders with information about the new subadviser and subadvisory agreement within 90 days.
Under its unitary fee structure, the Fund pays Janus Capital a Management Fee in return for providing certain
investment advisory, supervisory, and administrative services to the Fund, including the costs of transfer agency, custody, fund administration, legal, audit, and other services. Janus Capitals fee structure is designed to pay substantially
all of the Funds expenses. However, the Fund bears other expenses which are not covered under the Management Fee which may vary and affect the total level of expenses paid by shareholders, such as distribution fees (if any), brokerage expenses
or commissions, interest, dividends, taxes, litigation expenses, acquired fund fees and expenses (if any), and extraordinary expenses.
The Funds
Management Fee is calculated daily and paid monthly. The Funds advisory agreement details the Management Fee and other expenses that the Fund must pay.
The following table reflects the Funds contractual Management Fee rate for the most recent fiscal year (expressed as an annual rate). The rates shown are
fixed rates based on the Funds daily net assets.
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Fund Name
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Daily
Net Assets
of the Fund
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Contractual
Management Fee (%)
(annual rate)
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Janus Henderson Small Cap Growth Alpha
ETF
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$0-$500 million
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0.35
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Next $500 million
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0.28
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Over $1 billion
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0.20
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12½Janus Detroit Street Trust
The chart below shows the Funds hypothetical, blended fee rate based on the Funds daily net assets at
varying asset levels.
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Fund Assets
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Hypothetical
Effective Blended Rate
Management Fee (%)
(annual rate)
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$500 million
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0.35
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$750 million
|
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0.327
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$1.0 billion
|
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0.315
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$1.25 billion
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0.292
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$1.5 billion
|
|
0.277
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$2.0 billion
|
|
0.258
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$2.5 billion
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|
0.246
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$3.0 billion
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0.238
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$4.0 billion
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0.229
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$5.0 billion
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0.223
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$6.0 billion
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0.219
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For the fiscal year ended October 31, 2019, the aggregate fee paid to Janus Capital, as a percentage of average net assets,
was 0.35%. A discussion regarding the basis for the Trustees approval of the Funds investment advisory agreement is included in the Funds annual report (for the period ending October 31) or semiannual report (for the period ending
April 30) to shareholders. You can request the Funds annual or semiannual reports (as they become available), free of charge, by contacting your broker-dealer, plan sponsor, or financial intermediary, or
by contacting a Janus representative at 1-800-668-0434. The reports are also available, free of charge, at janushenderson.com/info.
Janus Henderson Small Cap Growth Alpha ETF
Co-Portfolio Managers
Benjamin Wang and Scott M. Weiner are jointly responsible for the day-to-day management of the Fund, with no limitation on the authority of any co-portfolio manager in
relation to the others.
Benjamin Wang, CFA, is Co-Portfolio Manager of the Fund, which he has co-managed since
inception. He is also Portfolio Manager of other Janus accounts. Mr. Wang joined Janus Capital in November 2014 following Janus Capitals acquisition of VelocityShares, LLC. Prior to joining Janus Capital, Mr. Wang was Vice President
at VelocityShares, LLC from 2012 to 2014, and an execution trader at Goldman Sachs Asset Management from 2007 to 2011. He holds a Bachelor of Science degree and a Master of Engineering in Computer Science from the Massachusetts Institute of
Technology, and a Master of Science degree in Financial Engineering from Columbia University. Mr. Wang holds the Chartered Financial Analyst designation.
Scott M. Weiner, DPhil, is Co-Portfolio Manager of the Fund, which he has co-managed since inception. He is also Portfolio
Manager of other Janus accounts. Mr. Weiner joined Janus Capital in November 2014 following Janus Capitals acquisition of VelocityShares, LLC. Prior to joining Janus Capital, Mr. Weiner was Managing Director at VelocityShares, LLC
from 2011 to 2014, and Managing Director and U.S. Head of Equity Derivatives and Quantitative Strategy at Deutsche Bank from 2005 to 2010. He holds an Economics degree from the Wharton School of the University of Pennsylvania, a Masters
degree in Economics from the University of Oxford, and also received his Doctorate in Economics from the University of Oxford.
Information about the
portfolio managers compensation structure and other accounts managed is included in the SAI.
Conflicts of Interest
Janus Capital manages many funds and numerous other accounts, which may include separate accounts and other pooled investment vehicles, such as hedge funds. Side-by-side management of multiple accounts, including the management of a cash collateral pool for securities lending and investing the Janus Henderson funds cash, may
give rise to conflicts of interest among those accounts, and may create potential risks, such as the risk that investment activity in one account may adversely affect another account. For example, short sale activity in an account could adversely
affect the market value of long positions in one
13½Janus Detroit Street Trust
or more other accounts (and vice versa). Side-by-side management may raise additional potential conflicts of
interest relating to the allocation of investment opportunities and the aggregation and allocation of trades.
In addition, from time to time, Janus
Capital or its affiliates may, subject to compliance with applicable law, purchase and hold shares of the Fund for their own accounts, or may purchase shares of the Fund for the benefit of their clients, including other Janus Henderson Funds.
Increasing the Funds assets may enhance the Funds profile with financial intermediaries and platforms, investment flexibility and trading volume. Janus Capital and its affiliates reserve the right, subject to compliance with applicable
law, to dispose of at any time some or all of the shares of the Fund acquired for their own accounts or for the benefit of their clients. A large sale of Fund shares by Janus Capital or its affiliates could significantly reduce the asset size of the
Fund, which might have an adverse effect on the Funds investment flexibility or trading volume. Janus Capital considers the effect of redemptions on the Fund and other shareholders in deciding whether to dispose of its shares of the Fund.
Janus Capital believes it has appropriately designed and implemented policies and procedures to mitigate these and other potential conflicts of interest. A
further discussion of potential conflicts of interest and policies and procedures intended to mitigate them is contained in the Funds SAI.
14½Janus Detroit Street Trust
OTHER INFORMATION
Creation Units for the Fund are distributed by ALPS Distributors, Inc. (the Distributor), which is a member of the
Financial Industry Regulatory Authority, Inc. (FINRA). To obtain information about FINRA member firms and their associated persons, you may contact FINRA at www.finra.org, or 1-800-289-9999.
JH Indices is the Index Provider for the Underlying Index. Janus Capital has entered into a license agreement with JH Indices
to use the Underlying Index. JH Indices is affiliated with the Fund and Janus Capital. This affiliation may create potential conflicts for JH Indices as it may have an interest in the performance of the Fund, which could motivate it to alter the
index methodology for the Underlying Index. JH Indices has adopted procedures that it believes are reasonably designed to mitigate these and other potential conflicts.
Disclaimers
JH Indices is the licensor of certain
trademarks, service marks, and trade names.
Neither JH Indices nor any of its affiliates make any representation or warranty, express or implied, to the
owners of the Fund or any member of the public regarding the advisability of investing in securities generally or in the Fund particularly or the ability of the Underlying Index to track general market performance. The Underlying Index is
determined, composed, and calculated by JH Indices without regard to Janus Capital or the Fund. JH Indices has no obligation to take the needs of Janus Capital or the owners of the Fund into consideration in determining, composing, or calculating
the Underlying Index. JH Indices is not responsible for and has not participated in the determination of the timing of, prices at, or quantities of the Fund to be issued or in the determination or calculation of the equation by which the Fund is to
be converted into cash.
ALTHOUGH JH INDICES SHALL OBTAIN INFORMATION FOR INCLUSION IN OR FOR USE IN THE CALCULATION OF THE UNDERLYING INDEX FROM SOURCES
WHICH IT CONSIDERS RELIABLE, IT DOES NOT GUARANTEE THE QUALITY, ACCURACY AND/OR THE COMPLETENESS OF THE UNDERLYING INDEX OR ANY DATA INCLUDED THEREIN AND SHALL HAVE NO LIABILITY FOR ERRORS OR OMISSIONS OF ANY KIND RELATED TO THE UNDERLYING INDEX OR
DATA. JH INDICES MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY JANUS CAPITAL, OWNERS OF THE FUND, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE UNDERLYING INDEX OR ANY DATA INCLUDED THEREIN IN CONNECTION WITH THE RIGHTS
LICENSED TO JANUS CAPITAL FOR ANY OTHER USE. JH INDICES MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE UNDERLYING INDEX OR
ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL IT HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.
Janus Capital does not guarantee the accuracy and/or the completeness of the Underlying Index or any data included therein, and Janus Capital shall have
no liability for any errors, omissions or interruptions therein. Janus Capital makes no warranty, express or implied, as to results to be obtained by the Fund, owners of the shares of the Fund or any other person or entity from the use of the
Underlying Index or any data included therein. Janus Capital makes no express or implied warranties, and expressly disclaims all warranties of merchantability or fitness for a particular purpose or use with respect to the Underlying Index or any
data included therein. Without limiting any of the foregoing, in no event shall Janus Capital have any liability for any special, punitive, direct, indirect or consequential damages (including lost profits) arising out of matters relating to the use
of the Underlying Index even if notified of the possibility of such damages.
15½Janus Detroit Street Trust
DIVIDENDS, DISTRIBUTIONS, AND
TAXES
To avoid taxation of the Fund, the Internal Revenue Code requires the Fund to distribute all or substantially all of its net
investment income and any net capital gains realized on its investments at least annually.
Distribution Schedule
Dividends from net investment income are generally declared and distributed to shareholders quarterly. Distributions of net capital gains are declared and
distributed at least annually. Dividends may be declared and paid more frequently to improve Underlying Index tracking or to comply with the distribution requirements of the Internal Revenue Code. The date you receive your distribution may vary
depending on how your intermediary processes trades. Dividend payments are made through Depository Trust Company (DTC) participants and indirect participants to beneficial owners then of record with proceeds received from the Fund.
Please consult your intermediary for details.
How Distributions Affect the Funds NAV
Distributions, other than daily income dividends, are paid to shareholders as of the record date of a distribution of the Fund, regardless of how long the
shares have been held. Undistributed income and net capital gains are included in the Funds daily NAV. The Funds NAV drops by the amount of the distribution, net of any subsequent market fluctuations. For example, assume that on
December 31, the Fund declared a dividend in the amount of $0.25 per share. If the Funds NAV was $10.00 on December 30, the Funds NAV on December 31 would be $9.75, barring market fluctuations. You should be aware that
distributions from a taxable fund do not increase the value of your investment and may create income tax obligations.
No dividend reinvestment service is
provided by the Trust. Financial intermediaries may make available the DTC book-entry Dividend Reinvestment Service for use by beneficial owners of Fund shares for reinvestment of their dividend distributions. Beneficial owners should contact their
financial intermediary to determine the availability and costs of the service and the details of participation therein. Financial intermediaries may require beneficial owners to adhere to specific procedures and timetables. If this service is
available and used, dividend distributions of both income and net capital gains will be automatically reinvested in additional whole shares of the Fund purchased in the secondary market.
As with any investment, you should consider the tax consequences of investing in the Fund. The following is a general
discussion of certain federal income tax consequences of investing in the Fund. The discussion does not apply to qualified tax-advantaged accounts or other non-taxable entities, nor is it a complete analysis
of the federal income tax implications of investing in the Fund. You should consult your tax adviser regarding the effect that an investment in the Fund may have on your particular tax situation, including the federal, state, local, and foreign tax
consequences of your investment.
Taxes on Distributions
Distributions by the Fund are subject to federal income tax, regardless of whether the distribution is made in cash or reinvested in additional shares of the
Fund. Distributions from net investment income (which includes dividends, interest, and realized net short-term capital gains), other than qualified dividend income, are taxable to shareholders as ordinary income. Distributions of qualified dividend
income are taxed to individuals and other noncorporate shareholders at long-term capital gain rates, provided certain holding period and other requirements are satisfied. Dividends received from REITs, certain foreign corporations, and income
received in lieu of dividends in a securities lending transaction generally will not constitute qualified dividend income. Distributions of net capital gain (i.e., the excess of net long-term capital gain over net short-term capital
loss) are taxable as long-term capital gain, regardless of how long a shareholder has held Fund shares. Individuals, trusts, and estates whose income exceeds certain threshold amounts are subject to an
additional 3.8% Medicare contribution tax on net investment income. Net investment income includes dividends paid by the Fund and capital gains from any sale or exchange of Fund shares. The Funds net investment income and capital gains are
distributed to (and may be taxable to) those persons who are shareholders of the Fund at the record date of such payments. Although the Funds total net income and net realized gain are the results of its operations, the per share amount
distributed or taxable to shareholders is affected by the number of Fund shares outstanding at the record date. Distributions declared to shareholders of record in October, November, or December and paid on or before January 31 of the
succeeding year will be treated for federal income tax purposes as if received by shareholders on December 31 of the year in which the distribution was declared. Generally, account tax information will be made available to shareholders on or
before February 15 of each year. Information regarding distributions may also be reported to the Internal Revenue Service (IRS).
16½Janus Detroit Street Trust
Taxes on Sales
Any time you sell the shares of the Fund in a taxable account, it is considered a taxable event. Depending on the purchase price and the sale price, you may
have a gain or loss on the transaction. The gain or loss will generally be treated as a long-term capital gain or loss if you held your shares for more than one year and if not held for such period, as a short-term capital gain or loss. Any tax
liabilities generated by your transactions are your responsibility.
U.S. federal income tax withholding may be required on all distributions payable
to shareholders who fail to provide their correct taxpayer identification number, fail to make certain required certifications, or who have been notified by the IRS that they are subject to backup withholding. The current backup withholding rate is
applied.
For shares purchased and sold from a taxable account, your intermediary will report cost basis information to you and to the IRS. Your
intermediary will permit shareholders to elect their preferred cost basis method. In the absence of an election, your cost basis method will be your intermediarys default method, which is often the average cost method. Please consult your tax
adviser to determine the appropriate cost basis method for your particular tax situation and to learn more about how the cost basis reporting laws apply to you and your investments.
Taxation of the Fund
Dividends, interest, and some
capital gains received by the Fund on foreign securities may be subject to foreign tax withholding or other foreign taxes.
Certain fund transactions may
involve short sales, futures, options, swap agreements, hedged investments, and other similar transactions, and may be subject to special provisions of the Internal Revenue Code that, among other things, can potentially affect the character, amount,
and timing of distributions to shareholders, and utilization of capital loss carryforwards. The Fund will monitor its transactions and may make certain tax elections and use certain investment strategies where applicable in order to mitigate the
effect of these tax provisions, if possible.
The Fund does not expect to pay any federal income or excise taxes because it intends to meet certain
requirements of the Internal Revenue Code, including the distribution each year of substantially all its net investment income and net capital gains. It is important for the Fund to meet these requirements so that any earnings on your investment
will not be subject to federal income taxes twice. If the Fund invests in a partnership, however, it may be subject to state tax liabilities.
17½Janus Detroit Street Trust
SHAREHOLDERS GUIDE
The Fund issues or redeems its shares at NAV per share only in Creation Units. Shares of the Fund are listed for trading on a national securities exchange and
trade on the secondary market during the trading day. Shares can be bought and sold throughout the trading day like shares of other publicly traded companies. There is no minimum investment. When buying or selling Fund shares through a broker, you
will incur customary brokerage commissions and charges, and you may pay some or all of the spread between the bid and offered price in the secondary market on each purchase and sale transaction. Fund shares are traded on the NASDAQ under the trading
symbol JSML. Share prices are reported in dollars and cents per share.
Authorized Participants may acquire Fund shares directly from the Fund, and
Authorized Participants may tender their Fund shares for redemption directly to the Fund, at NAV per share, only in Creation Units and in accordance with the procedures described in the SAI.
The per share NAV of the Fund is computed by dividing the total value of the Funds portfolio, less any liabilities, by
the total number of outstanding shares of the Fund. The Funds NAV is calculated as of the close of the regular trading session of the New York Stock Exchange (NYSE) (normally 4:00 p.m. New York time) each day that the NYSE is
open. However, the NAV may still be calculated if trading on the NYSE is restricted, provided there is sufficient pricing information available for the Fund to value its securities, or as permitted by the SEC. Foreign securities held by the Fund may
be traded on days and at times when the NYSE is closed and the NAV is therefore not calculated. Accordingly, the value of the Funds holdings may change on days that are not Business Days in the United States and on which you will not be able
to purchase or sell the Funds shares.
Securities held by the Fund are valued in accordance with policies and procedures established by and under
the supervision of the Trustees. To the extent available, equity securities (including shares of exchange-traded funds) are generally valued on the basis of market quotations. Most fixed-income securities are typically valued using an evaluated bid
price supplied by an approved pricing service that is intended to reflect market value. The evaluated bid price is an evaluation that may consider factors such as security prices, yields, maturities, and ratings. Certain short-term instruments
maturing within 60 days or less may be valued at amortized cost, which approximates market value. If a market quotation or evaluated price for a security is not readily available or is deemed unreliable, or if an event that is expected to
affect the value of the security occurs after the close of the principal exchange or market on which the security is traded, and before the close of the NYSE, a fair value of the security will be determined in good faith under the policies and
procedures. Such events include, but are not limited to: (i) a significant event that may affect the securities of a single issuer, such as a merger, bankruptcy, or significant issuer-specific development; (ii) an event that may affect an
entire market, such as a natural disaster or significant governmental action; (iii) a non-significant event such as a market closing early or not opening, or a security trading halt; and (iv) pricing of a non-valued security and a
restricted or non-public security. This type of fair value pricing may be more commonly used with foreign equity securities, but it may also be used with, among other things, thinly-traded domestic securities or fixed-income securities. Special
valuation considerations may apply with respect to odd-lot fixed-income transactions which, due to their small size, may receive evaluated prices by pricing services which reflect a large block trade and not what actually could be
obtained for the odd-lot position. For valuation purposes, quotations of foreign portfolio securities, other assets and liabilities, and forward contracts stated in foreign currency are generally translated into U.S. dollar equivalents at the
prevailing market rates.
The value of the securities of open-end mutual funds held by the Fund, if any, will be calculated using the NAV of such open-end mutual funds, and the prospectuses for such open-end mutual funds explain the circumstances under which they use fair value pricing and the effects of using fair value pricing.
All purchases, sales, or other account activity must be processed through your financial intermediary or plan sponsor.
|
DISTRIBUTION AND SERVICING FEES
|
Distribution and Shareholder Servicing Plan
The Trust has adopted a Distribution and Servicing Plan for shares of the Fund pursuant to Rule 12b-1 under the
1940 Act (the Plan). The Plan permits compensation in connection with the distribution and marketing of Fund shares and/or the provision of certain shareholder services. The Plan permits the Fund to pay the Distributor or its designee, a
fee for the sale and distribution and/or shareholder servicing of the shares at an annual rate of up to 0.25% of average daily net assets of the shares of the Fund. However, payment of a 12b-1 Plan fee has not
been authorized at this time.
18½Janus Detroit Street Trust
Under the terms of the Plan, the Trust is authorized to make payments to the Distributor or its designee for
remittance to retirement plan service providers, broker-dealers, bank trust departments, financial advisors, and other financial intermediaries, as compensation for distribution and/or shareholder services performed by such entities for their
customers who are investors in the Fund.
The 12b-1 fee may only be imposed or increased when the Trustees
determine that it is in the best interests of shareholders to do so and the imposition of or increase in the 12b-1 fee is first approved by the Funds shareholders. Because these fees are paid out of the Funds assets on an ongoing basis,
to the extent that a fee is authorized and payments are made, over time they will increase the cost of an investment in the Fund. The Plan fee may cost an investor more than other types of sales charges.
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PAYMENTS TO FINANCIAL INTERMEDIARIES BY JANUS
CAPITAL OR ITS AFFILIATES
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From their own assets, Janus Capital or its affiliates pay selected brokerage firms or other financial intermediaries for
making certain funds available to their clients or otherwise distributing, promoting or marketing the funds. Janus Capital or its affiliates also make payments to one or more intermediaries for information about transactions and holdings in the
funds, such as the amount of fund shares purchased, sold or held through the intermediary and or its salespersons, the intermediary platform(s) on which shares are transacted and other information related to the funds. Payments made by Janus Capital
and its affiliates may eliminate or reduce trading commissions that the intermediary would otherwise charge its customers or its salespersons in connection with the purchase or sale of certain funds. Payment by Janus Capital or its affiliates to
eliminate or reduce a trading commission creates an incentive for salespersons of the intermediary to sell the Janus Henderson funds over other funds for which a commission would be charged. The amount of these payments is determined from time to
time by Janus Capital, may be substantial, and may differ for different intermediaries. Janus Capital may determine to make payments based on any number of factors or metrics. For example, Janus Capital may make payments at year-end and/or other
intervals in a fixed amount, an amount based upon an intermediarys services at defined levels, an amount based upon the total assets represented by funds subject to arrangements with the intermediary, or an amount based on the
intermediarys net sales of one or more funds in a year or other period, any of which arrangements may include an agreed-upon minimum or maximum payment, or any combination of the foregoing. More information regarding these payments is
contained in the SAI.
With respect to non-exchange-traded Janus Henderson funds not offered in this Prospectus, Janus Capital or its affiliates pay
fees, from their own assets, to selected brokerage firms, banks, financial advisors, retirement plan service providers, and other financial intermediaries that sell the Janus Henderson funds for distribution, marketing, promotional, or related
services, and/or for providing recordkeeping, subaccounting, transaction processing, and other shareholder or administrative services (including payments for processing transactions via National Securities Clearing Corporation (NSCC) or
other means) in connection with investments in the Janus Henderson funds. These fees are in addition to any fees that may be paid by the Janus Henderson funds for certain of these types of services or other services. Shareholders investing through
an intermediary should consider whether such arrangements exist when evaluating any recommendations from an intermediary.
In addition, Janus Capital or
its affiliates may also share certain marketing expenses with intermediaries, or pay for or sponsor informational meetings, seminars, client awareness events, support for marketing materials, sales reporting, or business building programs for such
intermediaries to raise awareness of the Janus Henderson funds. Janus Capital or its affiliates may make payments to participate in intermediary marketing support programs which may provide Janus Capital or its affiliates with one or more of the
following benefits: attendance at sales conferences, participation in meetings or training sessions, access to or information about intermediary personnel, use of an intermediarys marketing and communication infrastructure, fund analysis
tools, data, business planning and strategy sessions with intermediary personnel, information on industry- or platform-specific developments, trends and service providers, and other marketing-related services. Such payments may be in addition to, or
in lieu of, the payments described above. These payments are intended to promote the sales of Janus Henderson funds and to reimburse financial intermediaries, directly or indirectly, for the costs that they or their salespersons incur in connection
with educational seminars, meetings, and training efforts about the Janus Henderson funds to enable the intermediaries and their salespersons to make suitable recommendations, provide useful services, and maintain the necessary infrastructure to
make the Janus Henderson funds available to their customers.
The receipt of (or prospect of receiving) payments, reimbursements and other forms of
compensation described above may provide a financial intermediary and its salespersons with an incentive to favor sales of Janus Henderson funds shares over sales of other funds (or non-mutual fund investments), with respect to which the
financial intermediary does not receive such payments or receives them in a lower amount. The receipt of these payments may cause certain financial intermediaries to
19½Janus Detroit Street Trust
elevate the prominence of the Janus Henderson funds within such financial intermediarys organization by, for example, placement on a list of preferred or recommended funds and/or the
provision of preferential or enhanced opportunities to promote the Janus Henderson funds in various ways within such financial intermediarys organization.
From time to time, certain financial intermediaries approach Janus Capital to request that Janus Capital make contributions to certain charitable
organizations. In these cases, Janus Capitals contribution may result in the financial intermediary, or its salespersons, recommending Janus Henderson funds over other funds (or non-mutual fund investments).
The payment arrangements described above will not change the price an investor pays for shares nor the amount that a Janus Henderson fund receives to invest on
behalf of the investor. You should consider whether such arrangements exist when evaluating any recommendations from an intermediary to purchase or sell shares of the Fund. Please contact your financial intermediary or plan sponsor for details on
such arrangements.
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PURCHASING AND SELLING SHARES
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Shares of the Fund are listed for trading on a national securities exchange during the trading day. Shares can be bought and
sold throughout the trading day like shares of other publicly traded companies. However, there can be no guarantee that an active trading market will develop or be maintained, or that the Fund shares listing will continue or remain unchanged. The
Fund does not impose any minimum investment for shares of the Fund purchased on an exchange. Buying or selling the Funds shares involves certain costs that apply to all securities transactions. When buying or selling shares of the Fund through
a financial intermediary, you may incur a brokerage commission or other charges determined by your financial intermediary. Due to these brokerage costs, if any, frequent trading may detract significantly from investment returns. In addition, you may
also incur the cost of the spread (the difference between the bid price and the ask price). The commission is frequently a fixed amount and may be a significant cost for investors seeking to buy or sell small amounts of shares.
The spread varies over time for shares of the Fund based on its trading volume and market liquidity, and is generally less if the Fund has more trading volume
and market liquidity and more if the Fund has less trading volume and market liquidity. Shares of the Fund may be acquired through the Distributor or redeemed directly with the Fund only in Creation Units or multiples thereof, as discussed in the
Creation and Redemption of Creation Units section of the SAI. Once created, shares of the Fund generally trade in the secondary market in amounts less than a Creation Unit.
The Funds primary listing exchange is the NASDAQ. The NASDAQ is open for trading Monday through Friday and is closed on the following holidays: New
Years Day, Martin Luther King, Jr. Day, Presidents Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day.
A Business Day with respect to the Fund is each day the NASDAQ is open. Orders from Authorized Participants to create or redeem Creation Units will
only be accepted on a Business Day. On days when the NASDAQ closes earlier than normal, the Fund may require orders to create or redeem Creation Units to be placed earlier in the day. In addition, to minimize brokerage and other related trading
costs associated with securities that cannot be readily transferred in-kind, the Fund may establish early trade cut-off times for Authorized Participants to submit orders for Creation Units, in accordance with the 1940 Act. See the SAI for more
information.
In compliance with the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of
2001 (USA PATRIOT Act), your financial intermediary is required to verify certain information on your account application as part of its Anti-Money Laundering Program. You will be required to provide your full name, date of birth, social
security number, and permanent street address to assist in verifying your identity. You may also be asked to provide documents that may help to establish your identity. Until verification of your identity is made, your financial intermediary may
temporarily limit additional share purchases. In addition, your financial intermediary may close an account if it is unable to verify a shareholders identity. Please contact your financial intermediary if you need additional assistance when
completing your application or additional information about the intermediarys Anti-Money Laundering Program.
In an effort to ensure compliance with
this law, Janus Capitals Anti-Money Laundering Program (the Program) provides for the development of internal practices, procedures and controls, designation of anti-money laundering compliance officers, an ongoing training
program, and an independent audit function to determine the effectiveness of the Program.
20½Janus Detroit Street Trust
Continuous Offering
The method by which Creation Units of shares are created and traded may raise certain issues under applicable securities laws. Because new Creation Units of
shares are issued and sold by the Fund on an ongoing basis, a distribution, as such term is used in the Securities Act of 1933, as amended (the Securities Act), may occur at any point. Broker-dealers and other persons are
cautioned that some activities on their part may, depending on the circumstances, result in their being deemed participants in a distribution in a manner which could render them statutory underwriters and subject them to the prospectus delivery
requirements and liability provisions of the Securities Act. For example, a broker-dealer firm or its client may be deemed a statutory underwriter if it takes Creation Units after placing an order with the Distributor, breaks them down into
constituent shares and sells the shares directly to customers or if it chooses to couple the creation of a supply of new shares with an active selling effort involving solicitation of secondary market demand for shares. A determination of whether
one is an underwriter for purposes of the Securities Act must take into account all the facts and circumstances pertaining to the activities of the broker-dealer or its client in the particular case, and the
examples mentioned above should not be considered a complete description of all the activities that could lead to a characterization as an underwriter.
Broker-dealer firms should also note that dealers who are not underwriters but are effecting transactions in shares, whether or not participating
in the distribution of shares, are generally required to deliver a prospectus. This is because the prospectus delivery exemption in Section 4(a)(3)(C) of the Securities Act is not available in respect of such transactions as a result of
Section 24(d) of the 1940 Act. As a result, broker-dealer firms should note that dealers who are not underwriters but are participating in a distribution (as contrasted with engaging in ordinary secondary market transactions) and
thus dealing with the shares that are part of an unsold allotment within the meaning of Section 4(a)(3)(C) of the Securities Act, will be unable to take advantage of the prospectus delivery exemption provided by Section 4(a)(3) of the
Securities Act. For delivery of prospectuses to exchange members, the prospectus delivery mechanism of Rule 153 under the Securities Act is only available with respect to transactions on a national exchange.
Book Entry
Shares of the Fund are held in book-entry
form, which means that no stock certificates are issued. The DTC or its nominee is the record owner of all outstanding shares of the Fund and is recognized as the owner of all shares for all purposes.
Investors owning shares of the Fund are beneficial owners as shown on the records of DTC or its participants. DTC serves as the securities depository for
shares of the Fund. DTC participants include securities brokers and dealers, banks, trust companies, clearing corporations and other institutions that directly or indirectly maintain a custodial relationship with DTC. As a beneficial owner of
shares, you are not entitled to receive physical delivery of stock certificates or to have shares registered in your name, and you are not considered a registered owner of shares. Therefore, to exercise any right as an owner of shares, you must rely
upon the procedures of DTC and its participants. These procedures are the same as those that apply to any other exchange-traded securities that you hold in book-entry or street name form.
Share Prices
The trading prices of the Funds
shares in the secondary market generally differ from the Funds daily NAV per share and are affected by market forces such as supply and demand, economic conditions, and other factors. Information regarding the
intra-day net asset value of the Fund is disseminated every 15 seconds throughout the trading day by the national securities exchange on which the Funds shares are primarily listed or by market data
vendors or other information providers. The intra-day net asset value calculations are estimates of the value of the Funds NAV per Fund share based on the current market value of the securities and/or
cash included in the Funds intra-day net asset value basket. The intra-day net asset value does not necessarily reflect the precise composition of the current
portfolio of securities and instruments held by the Fund at a particular point in time or the best possible valuation of the current portfolio. For example, the intra-day net asset value is based on quotes and closing prices from the
securities local market and may not reflect events that occur subsequent to the local markets close. Therefore, the intra-day net asset value should not be viewed as a real-time update
of the NAV, which is computed only once a day. The intra-day net asset value is generally determined by using both current market quotations and/or price quotations obtained from broker-dealers that may trade
in the portfolio securities and instruments included in the Funds intra-day net asset value basket. The Fund is not involved in, or responsible for, the calculation or dissemination of the intra-day net asset value and makes no representation or warranty as to its accuracy. An inaccuracy in the intra-day net asset value could result from various factors,
including the difficulty of pricing portfolio instruments on an intra-day basis.
21½Janus Detroit Street Trust
Premiums and Discounts
There may be differences between the daily market prices on secondary markets for shares of the Fund and the Funds NAV. NAV is the price per share at
which the Fund issues and redeems shares. See Pricing of Fund Shares above. The price used to calculate market returns (Market Price) of the Fund generally is determined using the midpoint between the highest bid and the
lowest offer on the national securities exchange on which shares of the Fund are primarily listed for trading, as of the time that the Funds NAV is calculated. The Funds Market Price may be at, above, or below its NAV. The NAV of the
Fund will fluctuate with changes in the market value of its portfolio holdings. The Market Price of the Fund will fluctuate in accordance with changes in its NAV, as well as market supply and demand.
Premiums or discounts are the differences (expressed as a percentage) between the NAV and the Market Price of the Fund on a given day, generally at the time
the NAV is calculated. A premium is the amount that the Fund is trading above the reported NAV, expressed as a percentage of the NAV. A discount is the amount that the Fund is trading below the reported NAV, expressed as a percentage of the NAV. A
discount or premium could be significant. Information regarding the frequency of daily premiums or discounts, generally at the time the NAV is calculated, during the Funds four previous calendar quarters is available at
janushenderson.com/performance by selecting the Fund for additional details.
Investments by Other Investment Companies
The Trust and the Fund are part of the Janus Henderson family of funds and are related for purposes of investor and investment services, as defined in
Section 12(d)(1)(G) of the 1940 Act.
For purposes of the 1940 Act, Fund shares are issued by a registered investment company and purchases of Fund
shares by registered investment companies and companies relying on Section 3(c)(1) or 3(c)(7) of the Act are subject to the restrictions set forth in Section 12(d)(1) of the Act, except as permitted by an exemptive order of the SEC. The
SEC has granted the Trust such an order to permit registered investment companies to invest in Fund shares beyond the limits in Section 12(d)(1)(A), subject to certain terms and conditions, including that the registered investment company first
enter into a written agreement with the Trust regarding the terms of the investment.
Frequent trading of Fund shares does not disrupt portfolio management, increase the Funds trading costs, lead to
realization of capital gains by the Fund, or otherwise harm Fund shareholders. The vast majority of trading in Fund shares occurs on the secondary market. Because these trades do not involve the Fund, they do not harm the Fund or its shareholders. A
few institutional investors are authorized to purchase and redeem Fund shares directly with the Fund. Because these trades typically are effected in kind (i.e., for securities and not for cash), they do not cause any of the harmful effects to the
issuing fund (as previously noted) that may result from frequent cash trades. For these reasons, the Trustees of the Fund have determined that it is not necessary to adopt policies and procedures to detect and deter frequent trading and market
timing of Fund shares. However, the Funds policies and procedures regarding frequent purchases and redemptions may be modified by the Trustees at any time.
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AVAILABILITY OF PORTFOLIO HOLDINGS INFORMATION
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Each business day, the Funds portfolio holdings information is provided to the Distributor or other agent for
dissemination through the facilities of the NSCC and/or other fee-based subscription services to NSCC members and/or subscribers to entities that publish and/or analyze such information in connection with the process of purchasing or redeeming
Creation Units or trading shares of the Fund in the secondary market. In addition, on each business day before commencement of trading in shares on the NASDAQ, the Fund will disclose on janushenderson.com/info the identities and quantities of each
portfolio position held by the Fund that will form the basis for the Funds calculation of the NAV per share at the end of the business day. The Fund is also required to disclose its complete holdings as an exhibit to its reports on Form N-PORT
within 60 days of the end of the first and third fiscal quarters, and in the annual report and semiannual report to Fund shareholders.
For
additional information on these disclosures and the availability of portfolio holdings information, please refer to the Funds SAI.
22½Janus Detroit Street Trust
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SHAREHOLDER COMMUNICATIONS
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Statements and Reports
Your financial intermediary or plan sponsor is responsible for sending you periodic statements of all transactions, along with trade confirmations and tax
reporting, as required by applicable law.
Your financial intermediary or plan sponsor is responsible for providing annual and semiannual reports,
including the financial statements of the Fund. These reports show the Funds investments and the market value of such investments, as well as other information about the Fund and its operations. Please contact your financial intermediary or
plan sponsor to obtain these reports. The Funds fiscal year ends October 31.
Lost (Unclaimed/Abandoned) Accounts
It is important to maintain a correct address for each shareholder. An incorrect address may cause a shareholders account statements and other mailings
to be returned as undeliverable. Based upon statutory requirements for returned mail, your financial intermediary or plan sponsor is required to attempt to locate the shareholder or rightful owner of the account. If the financial intermediary or
plan sponsor is unable to locate the shareholder, then the financial intermediary or plan sponsor is legally obligated to deem the property unclaimed or abandoned, and subsequently escheat (or transfer) unclaimed property
(including shares of a fund) to the appropriate states unclaimed property administrator in accordance with statutory requirements. Further, your account may be deemed unclaimed or abandoned, and subsequently transferred
to your state of residence if no activity (as defined by that state) occurs within your account during the time frame specified in your states unclaimed property laws. The shareholders last known address of record determines which state
has jurisdiction. Interest or income is not earned on redemption or distribution check(s) sent to you during the time the check(s) remained uncashed.
23½Janus Detroit Street Trust
FINANCIAL HIGHLIGHTS
The financial highlights table is intended to help you understand the Funds financial performance for each fiscal period shown. Items Net asset
value, beginning of period through Net asset value, end of period reflect financial results for a single Fund share. The information for the fiscal periods shown has been audited by PricewaterhouseCoopers LLP, whose report, along
with the Funds financial statements, is included in the Annual Report, which is available upon request, and incorporated by reference into the SAI.
The total returns in the tables represent the rate that an investor would have earned (or lost) on an investment in the Fund (assuming reinvestment of all
dividends and distributions).
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For a share outstanding during each year or period ended October 31
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2019
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2018
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2017
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2016(1)
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Net Asset Value, Beginning of Period
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$39.59
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$36.05
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$28.17
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$24.83
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Income/(Loss) from Investment Operations:
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Net investment income/(loss)(2)
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0.20
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0.20
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0.13
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0.26
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Net realized and unrealized gain/(loss)
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3.51
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3.57
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7.97
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3.10
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Total from Investment Operations
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3.71
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3.77
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8.10
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3.36
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Less Dividends and Distributions:
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Dividends (from net investment income)
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(0.20)
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(0.23)
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(0.22)
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(0.02)
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Total Dividends and Distributions
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(0.20)
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(0.23)
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(0.22)
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(0.02)
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Net Asset Value, End of Period
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$43.10
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$39.59
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$36.05
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$28.17
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Total Return*
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9.43%
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10.49%
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(3)
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28.86%
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13.54%
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Net assets, End of Period (in thousands)
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$34,563
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$25,816
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$9,083
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$4,282
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Average Net Assets for the Period (in thousands)
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$30,102
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$17,444
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$7,068
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$3,247
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Ratios to Average Net Assets**:
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Ratio of Gross Expenses
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0.35%
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0.50%
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0.50%
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0.50%
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Ratio of Net Investment Income/(Loss)
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0.49%
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0.50%
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0.41%
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1.37%
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Portfolio Turnover Rate(4)
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104%
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84%
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117%
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86%
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*
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Total return not annualized for periods of less than one full year.
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**
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Annualized for periods of less than one full year.
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(1)
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Period from February 23, 2016 (commencement of operations) through October 31, 2016.
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(2)
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Per share amounts are calculated based on average shares outstanding during the year or period.
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(3)
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The return includes adjustments in accordance with generally accepted accounting principles required at period
end date.
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(4)
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Portfolio turnover rate excludes securities received or delivered from
in-kind processing of creation or redemptions.
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24½Janus Detroit Street Trust
This page intentionally left blank.
You can make inquiries and request other information, including a Statement of
Additional Information, annual report, or semiannual report (as they become available), free of charge, by contacting your plan sponsor, broker-dealer, or financial intermediary, or by contacting a Janus representative at 1-800-668-0434. The
Funds Statement of Additional Information and most recent annual and semiannual reports are also available, free of charge, at janushenderson.com/info. Additional information about the Funds investments is available in the Funds
annual and semiannual reports. In the Funds annual and semiannual reports, you will find a discussion of the market conditions and investment strategies that significantly affected the Funds performance during its last fiscal period.
Other information is also available from financial intermediaries that sell shares of the Fund.
The Statement of
Additional Information provides detailed information about the Fund and is incorporated into this Prospectus by reference. Reports and other information about the Fund are available on the Electronic Data Gathering Analysis and Retrieval (EDGAR)
Database on the SECs website at http://www.sec.gov. You may obtain copies of this information, after paying a duplicating fee, by electronic request at the following e-mail address: publicinfo@sec.gov.
janushenderson.com/info
151
Detroit Street
Denver, CO 80206-4805
1-800-668-0434
The Trusts Investment Company Act File No. is 811-23112.
February 28, 2020
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Ticker
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Janus Henderson Small/Mid Cap Growth Alpha ETF
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JSMD
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Principal U.S. Listing Exchange: The NASDAQ Stock Market LLC
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Janus Detroit Street Trust
Prospectus
Beginning on January 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, paper copies of the Funds
shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports from your broker-dealer or other financial intermediary (such as a bank). Instead, the reports will be made available on a website, and
you will be notified by mail each time a report is posted and provided with a website link to access the report.
If you already elected to receive
shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from the Fund electronically by contacting your broker-dealer or
other financial intermediary.
You may elect to receive all future reports in paper free of charge by contacting your broker-dealer or other
financial intermediary. Your election to receive reports in paper will apply to all Funds held in your account at your broker-dealer or other financial intermediary.
The Securities and Exchange Commission has not approved or disapproved of these securities or passed on the accuracy or adequacy of this Prospectus. Any
representation to the contrary is a criminal offense.
This Prospectus describes Janus Henderson Small/Mid Cap Growth Alpha ETF (the Fund), a portfolio
of Janus Detroit Street Trust (the Trust). Janus Capital Management LLC (Janus Capital or Janus) serves as investment adviser to the Fund.
Shares of the Fund are not individually redeemable and the owners of Fund shares may purchase or redeem shares from the Fund in Creation Units only, in
accordance with the terms set forth in this Prospectus. The purchase and sale price of individual Fund shares trading on an exchange may be below, at or above the most recently calculated net asset value for Fund shares.
TABLE OF CONTENTS
1½Janus Detroit Street Trust
FUND SUMMARY
Janus Henderson Small/Mid Cap Growth Alpha ETF
Ticker: JSMD
Janus Henderson Small/Mid Cap Growth Alpha ETF seeks investment results that correspond generally, before fees and
expenses, to the performance of its underlying index, the Janus Henderson Small/Mid Cap Growth Alpha Index (the Underlying Index).
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FEES AND EXPENSES OF THE FUND
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This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. Investors may pay brokerage
commissions on their purchases and sales of Fund shares, which are not reflected in the table or in the example below.
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ANNUAL FUND OPERATING EXPENSES
(expenses that you pay each year as a percentage of the value of your investment)
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Management Fees(1)
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0.35%
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Other Expenses
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0.00%
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Total Annual Fund Operating Expenses
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0.35%
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(1)
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The Funds Management Fee is a unitary fee that is designed to pay substantially all operating
expenses, except for distribution fees (if any), brokerage expenses or commissions, interest, dividends, taxes, litigation expenses, acquired fund fees and expenses (if any), and other extraordinary expenses not incurred in the ordinary course of
the Funds business.
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EXAMPLE:
The Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other funds. The Example assumes that you invest
$10,000 in the Fund for the time periods indicated and then sell all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Funds operating expenses remain the same.
Although your actual costs may be higher or lower, based on these assumptions your costs would be:
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1 Year
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3 Years
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5 Years
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10 Years
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$
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36
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$
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113
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$
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197
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$
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443
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Portfolio Turnover: The Fund pays transaction costs, such as commissions, when it buys and sells
securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in
annual fund operating expenses or in the Example, affect the Funds performance. During the most recent fiscal year, the Funds portfolio turnover rate was 80% of the average value of its portfolio.
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PRINCIPAL INVESTMENT STRATEGIES
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The Fund pursues its investment objective by normally investing at least 80% of its net assets (plus any borrowings for
investment purposes) in the securities that comprise the Janus Henderson Small/Mid Cap Growth Alpha Index (Underlying Index).
The Underlying
Index is composed of common stocks of small- and medium-sized companies that are included in the Solactive Small/Mid Cap Index, a universe of 2,500 small- and medium-sized capitalization stocks. The Solactive Small/Mid Cap Index uses the total
public market value, or free-float, capitalization of a stock to determine whether to include such stock in the Solactive Small/Mid Cap Index. The Underlying Index is designed to select small- and medium-sized capitalization stocks that
are poised for smart growth by evaluating each companys performance in three critical areas: growth, profitability, and capital efficiency. Using a proprietary quantitative methodology, such stocks are scored based on fundamental
measures of their growth, profitability, and capital efficiency, and the top 10% of such eligible stocks scoring the highest become the constituents of the Underlying Index . To arrive at the top 10%, for each security in the stated universe, the
quantitative methodology assigns a score in each of 10 different fundamental factors, relative to other eligible securities. The fundamental factors include measures
2½Janus Henderson Small/Mid Cap Growth Alpha ETF
that Janus Capital believes are tied to a stocks outperformance relative to other small/mid cap stocks, and indicate a companys performance with respect to growth (such as the revenue
growth rate over 2- 5- and 8- year periods), profitability (such as margin expansion, profit margin and earnings per share over time) and capital efficiency (such as returns on invested capital). The scores for each stock within a factor are then
added together across the 10 factors, with equal weighting, to arrive at an overall score for each stock. The stocks with the highest 10% of scores are then weighted within the Underlying Index according to their market capitalization. Finally, the
stocks are sector-weighted to reflect the sector allocation weight of Janus Henderson Triton Fund, based on its most recent publicly available holdings. A stock may not represent more than 3% of the Underlying Index. The Underlying Index seeks risk
adjusted outperformance relative to a market capitalization weighted universe of small- and medium-sized capitalization growth stocks. Market capitalizations within the Underlying Index will vary, but as of February 1, 2020, they ranged from
approximately $94 million to $63.8 billion. The Underlying Index is rebalanced on a quarterly basis based on the methodology described above.
The Fund uses a passive, index-based approach in seeking performance that corresponds to the performance of the Underlying Index. The Fund
generally will use a replication methodology, meaning it will invest in the securities composing the Underlying Index, in proportion to the weightings in the Underlying Index. However, the Fund may utilize a sampling methodology under various
circumstances in which it may not be possible or practicable to purchase all of the securities in the Underlying Index. Janus Capital expects that over time, if the Fund has sufficient assets, the correlation between the Funds performance,
before fees and expenses, and that of the Underlying Index will be 95% or better. A figure of 100% would indicate perfect correlation.
The Fund may also
invest in investments that are not included in the Underlying Index, but which Janus Capital believes will help the Fund track the Underlying Index. Such investments include stocks, shares of other investment companies, cash and cash equivalents,
including money market funds.
To the extent the Underlying Index concentrates (i.e., holds 25% or more of its total assets) in the securities of a
particular industry or group of industries, the Fund will concentrate its investments to approximately the same extent as its Underlying Index. As of February 1, 2020, the Underlying Index did not concentrate in a particular industry or group
of industries. For more recent information, see the Funds daily portfolio holdings posted on the ETF portion of the Janus Henderson website.
The Fund may lend portfolio securities on a short-term or long-term basis, in an amount equal to up to one-third of its total assets as determined at the time
of the loan origination.
The Underlying Index is compiled and administered by Janus Henderson Indices LLC (JH Indices or the Index
Provider). JH Indices is affiliated with the Fund and Janus Capital.
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PRINCIPAL INVESTMENT RISKS
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The Funds returns and yields will vary, and you could lose money. The principal risks and special considerations
associated with investing in the Fund are set forth below.
Market Risk. The value of the Funds portfolio may decrease if
the value of an individual company or security, or multiple companies or securities, in the portfolio decreases. Further, regardless of how well individual companies or securities perform, the value of the Funds portfolio could also decrease
if there are deteriorating economic or market conditions. It is important to understand that the value of your investment may fall, sometimes sharply, in response to changes in the market, and you could lose money. Market risk may affect a single
issuer, industry, economic sector, or the market as a whole. The Underlying Index has exposure to the small- and medium-sized capitalization sector of the stock market, and therefore at times the Fund may underperform the overall stock market.
Equity Investing Risk. The Funds investment in the securities composing the Underlying Index involves risks of investing in a
portfolio of equity securities, such as market fluctuations, changes in interest rates and perceived trends in stock prices.
Small- and Mid-Sized
Companies Risk. The Funds investments in securities issued by small- and mid-sized companies, which can include smaller, start-up companies offering emerging products or services, may
involve greater risks than are customarily associated with larger, more established companies. Securities issued by small- and mid-sized companies tend to be more volatile and somewhat more speculative than securities issued by larger or more
established companies and may underperform as compared to the securities of larger companies. Securities issued by micro-capitalization companies tend to be significantly more volatile, and more vulnerable to adverse business and economic
developments, than those of larger companies.
3½Janus Henderson Small/Mid Cap Growth Alpha ETF
Growth Securities Risk. Securities of companies perceived to be growth
companies may be more volatile than other stocks and may involve special risks. If the perception of a companys growth potential, based on the quantitative methodology applied in constructing the Underlying Index, is not realized, the
securities purchased may not perform as expected, reducing the Funds returns. In addition, because different types of stocks tend to shift in and out of favor depending on market and economic conditions, growth stocks may perform
differently from the market as a whole and other types of securities.
Investment Style Risk. Returns from small-sized
capitalization stocks may trail returns from the overall stock market. Small-cap stocks may go through cycles of doing better or worse than other segments of the stock market or the stock market in general. These cycles may continue for extended
periods of time.
Concentration Risk. The Funds assets will generally be concentrated in an industry or group of industries
to the extent that the Funds Underlying Index concentrates in a particular industry or group of industries. To the extent the Fund invests a substantial portion of its assets in an industry or group of industries, market or economic factors
impacting that industry or group of industries could have a significant effect on the value of the Funds investments. Companies in the same or similar industries may share common characteristics and are more likely to react similarly to
industry-specific market or economic developments. The Funds performance may be more volatile when the Funds investments are less diversified across industries. The Funds assets will not be concentrated if the Underlying Index does
not concentrate in a particular industry or group of industries.
Early Close/Trading Halt Risk. An exchange or market may close
or issue trading halts on specific securities, or the ability to buy or sell certain securities or financial instruments may be restricted, which may result in the Fund being unable to buy or sell certain securities or financial instruments. In such
circumstances, the Fund may be unable to rebalance its portfolio, may be unable to accurately price its investments and/or may incur substantial trading losses.
Index Tracking Risk. The Funds return may not match or achieve a high degree of correlation with the return of the Underlying
Index. To the extent the Fund utilizes a sampling approach, it may experience tracking error to a greater extent than if the Fund sought to replicate the Underlying Index. In addition, the Fund may hold fewer than the total number of securities in
the Underlying Index. Further, the Fund may hold securities or other investments not included in the Underlying Index but which Janus Capital believes will help the Fund track the Underlying Index. Such investments may not perform as expected.
Index Provider Risk. The Fund seeks to achieve returns that generally correspond, before fees and expenses, to the performance of the
Underlying Index, as published by the Index Provider. There is no assurance that the Index Provider will compile the Underlying Index accurately, or that the Underlying Index will be determined, composed or calculated accurately. While the Index
Provider gives descriptions of what the Underlying Index is designed to achieve, the Index Provider generally does not provide any warranty or accept any liability in relation to the quality, accuracy or completeness of data in such index, and it
generally does not guarantee that the Underlying Index will be in line with its methodology. Errors made by the Index Provider with respect to the quality, accuracy and completeness of the data within the Underlying Index may occur from time to time
and may not be identified and corrected by the Index Provider for a period of time, if at all. Therefore, gains, losses or costs associated with Index Provider errors will generally be borne by the Fund and its shareholders.
Methodology and Model Risk. Neither the Fund nor Janus Capital can offer assurances that tracking the Underlying Index will maximize
returns or minimize risk, or be appropriate for every investor seeking a particular risk profile. Underlying Index risks include, but are not limited to, the risk that the factors used to determine the components of the Underlying Index, as applied
by the Index Provider in accordance with the Underlying Index methodology, might not select securities that individually, or in the aggregate, outperform the broader small- and medium-sized capitalization universe. In addition, the Underlying Index
was designed based on historically relevant fundamental factors and may not provide risk-adjusted outperformance in the future.
Passive Investment
Risk. The Fund is not actively managed and therefore the Fund might not sell shares of a security due to current or projected underperformance of a security, industry or sector, unless that security is removed from the Underlying
Index or the selling of shares is otherwise required upon a rebalancing of the Underlying Index.
Securities Lending Risk. The
Fund may seek to earn additional income through lending its securities to certain qualified broker-dealers and institutions. There is the risk that when portfolio securities are lent, the securities may not be returned on a timely basis, and the
Fund may experience delays and costs in recovering the security or gaining access to the collateral provided to the Fund to collateralize the loan. If the Fund is unable to recover a security on loan, the Fund may use the collateral to purchase
replacement securities in the market. There is a risk that the value of the collateral could decrease below the cost of the replacement security by the time the replacement investment is made, resulting in a loss to the Fund.
4½Janus Henderson Small/Mid Cap Growth Alpha ETF
Trading Issues Risk. Although Fund shares are listed for trading on The NASDAQ
Stock Market LLC (NASDAQ), there can be no assurance that an active trading market for such shares will develop or be maintained. The lack of an active market for Fund shares, as well as periods of high volatility, disruptions in the
creation/redemption process, or factors affecting the liquidity of the underlying securities held by the Fund, may result in the Funds shares trading at a premium or discount to its net asset value per share (NAV). If an investor
purchases shares at a time when the market price is at a premium to the NAV or sells at a time when the market price is at a discount to the NAV, the investor may sustain losses.
Trading in Fund shares may be halted due to market conditions or for reasons that, in the view of the NASDAQ, make trading in Fund shares inadvisable. In
addition, trading is subject to trading halts caused by extraordinary market volatility pursuant to the NASDAQ circuit breaker rules. There can be no assurance that the requirements of the NASDAQ necessary to maintain the Funds
listing will continue to be met or will remain unchanged. During a flash crash, the market prices of the Funds shares may decline suddenly and significantly. Such a decline may not reflect the performance of the portfolio
securities held by the Fund. Flash crashes may cause Authorized Participants and other market makers to limit or cease trading in the Funds shares for temporary or longer periods. Shareholders could suffer significant losses to the extent that
they sell shares at these temporarily low market prices.
Fluctuation of NAV. The net asset value (NAV) of the Fund
shares will generally fluctuate with changes in the market value of the Funds securities holdings. The market prices of shares will generally fluctuate in accordance with changes in the Funds NAV and supply and demand of shares on the
NASDAQ. An absence of trading in shares of the Fund, or a high volume of trading in the Fund, may result in trading prices that differ significantly from the Funds NAV. It cannot be predicted whether Fund shares will trade below, at or above
the Funds NAV. If an investor purchases shares at a time when the market price is at a premium to the NAV of the shares or sells at a time when the market price is at a discount to the NAV of the shares, then the investor may sustain losses.
Further, the securities held by the Fund may be traded in markets that close at a different time than the NASDAQ. Liquidity in those securities may be reduced after the applicable closing times. Accordingly, during the time when the NASDAQ is open
but after the applicable market closing, bid-ask spreads and the resulting premium or discount to the Fund shares NAV may widen. Similarly, the NASDAQ may be closed at times or days when markets for securities held by the Fund are open, which
may increase bid-ask spreads and the resulting premium or discount to the Fund shares NAV when the NASDAQ re-opens.
Authorized Participant Risk. The Fund may have a limited number of financial institutions that may act as Authorized Participants
(APs). Only APs who have entered into agreements with the Funds distributor may engage in creation or redemption transactions directly with the Fund. To the extent that those APs exit the business or are unable to process creation
and/or redemption orders, and no other AP is able to step forward to create and redeem in either of these cases, shares may trade like closed-end fund shares at a premium or a discount to NAV and possibly face delisting.
An investment in the Fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government
agency.
The following information provides some indication of the risks of investing in the Fund by showing how the Funds
performance has varied over time. The bar chart depicts the change in performance from year to year during the periods indicated. The table compares the Funds average annual returns for the periods indicated to a broad-based securities market
index and the index the Fund seeks to track. The indices are not available for direct investment. All figures assume reinvestment of dividends and distributions.
The Funds past performance (before and after taxes) does not necessarily indicate how it will perform in the future. Updated performance information
is available at janushenderson.com/performance or by calling 1-800-668-0434.
5½Janus Henderson Small/Mid Cap Growth Alpha ETF
Janus Henderson Small/Mid Cap Growth Alpha ETF
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Annual Total Returns (calendar year-end)
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Best
Quarter: 1st Quarter 2019 16.84% Worst Quarter: 4th
Quarter 2018 19.49%
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Average Annual Total Returns (periods ended 12/31/19)
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1 Year
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Since
Inception
2/23/2016
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Janus Henderson Small/Mid Cap Growth Alpha ETF
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Return Before Taxes
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30.21
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%
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19.21
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Return After Taxes on Distributions
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30.11
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%
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19.09
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Return After Taxes on Distributions and Sale of Fund
Shares
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17.95
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%
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15.39
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Janus Henderson Small/Mid Cap Growth Alpha Index(1)
(reflects no deductions for fees, expenses or taxes)
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30.68
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%
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19.71
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%
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Russell
2500TM Growth Index(1)
(reflects no deductions for fees, expenses or taxes)
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32.65
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%
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18.00
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%
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(1)
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Index performance shown in the table is the total return, which assumes reinvestment of any dividends and
distributions during the time periods shown.
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After-tax returns are calculated using the historical highest individual federal marginal
income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on your individual tax situation and may differ from those shown in the preceding table. The after-tax return information shown above does not
apply to Fund shares held through a tax-advantaged account, such as a 401(k) plan or an IRA.
Investment Adviser: Janus Capital Management LLC
Portfolio Managers: Benjamin Wang, CFA, is Co-Portfolio Manager of the Fund, which he has co-managed since inception. Scott M.
Weiner, DPhil, is Co-Portfolio Manager of the Fund, which he has co-managed since inception.
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PURCHASE AND SALE OF FUND SHARES
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Unlike shares of traditional mutual funds, shares of the Fund are not individually redeemable and may only be purchased or
redeemed directly from the Fund at NAV in large increments called Creation Units (25,000 or more shares per Creation Unit) through certain participants, known as Authorized Participants. Janus Capital may modify the Creation
Unit size with prior notification to the Funds Authorized Participants. See the ETF portion of the Janus Henderson website for the Funds current Creation Unit size. The Fund will generally issue or redeem Creation Units in exchange for
portfolio securities (and an amount of cash) that the Fund specifies each day. Except when aggregated in Creation Units, Fund shares are not redeemable securities of the Fund.
6½Janus Henderson Small/Mid Cap Growth Alpha ETF
Shares of the Fund are listed and trade on the NASDAQ, and individual investors can purchase or sell shares in
much smaller increments for cash in the secondary market through a broker. These transactions, which do not involve the Fund, are made at market prices that may vary throughout the day and differ from the Funds NAV. As a result, you may pay
more than NAV (at a premium) when you purchase shares, and receive less than NAV (at a discount) when you sell shares, in the secondary market.
The Funds distributions are taxable, and will be taxed as ordinary income or capital gains, unless you are investing
through a tax-advantaged arrangement, such as a 401(k) plan or an individual retirement account (in which case you may be taxed at ordinary income tax rates upon withdrawal of your investment from such account). A sale of Fund shares may result in a
capital gain or loss.
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PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL
INTERMEDIARIES
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If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), Janus Capital and/or its
affiliates may pay broker-dealers or intermediaries for the sale and/or maintenance of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to
recommend the Fund over another investment. Ask your salesperson or visit your financial intermediarys website for more information.
7½Janus Henderson Small/Mid Cap Growth Alpha ETF
ADDITIONAL INFORMATION ABOUT
THE FUND
Please refer to the following important information when reviewing the Fees and Expenses of the Fund table
in the Fund Summary of the Prospectus. The fees and expenses shown were determined based on average net assets as of the Funds most recent fiscal year ended October 31, 2019.
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Annual Fund Operating Expenses are paid out of the Funds assets. You do not pay these fees
directly but, as the Example in the Fund Summary shows, these costs are borne indirectly by all shareholders.
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The Management Fee is the rate paid by the Fund to Janus Capital for providing certain services.
Refer to Management Expenses in this Prospectus for additional information with further description in the Statement of Additional Information (SAI).
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include taxes and governmental fees, brokerage fees, commissions and other transaction expenses, costs of
borrowing money, including interest expenses, securities lending expenses, and extraordinary expenses (such as litigation and indemnification expenses).
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include acquired fund fees and expenses, which are indirect expenses the Fund may incur as a result of investing
in shares of an underlying fund. Acquired Fund refers to any underlying fund (including, but not limited to, exchange-traded funds) in which a fund invests or has invested during the period. If applicable, or unless otherwise indicated
in the Funds Fees and Expenses table, such amounts are less than 0.01% and are included in the Funds Other Expenses.
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ADDITIONAL INVESTMENT STRATEGIES AND GENERAL PORTFOLIO
POLICIES
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The Funds Board of Trustees (Trustees) may change the Funds investment objective or non-fundamental
principal investment strategies without a shareholder vote. The Fund will notify you in writing at least 60 days or as soon as reasonably practicable before making any such change it considers material. In addition, the Fund will provide
shareholders with at least 60 days notice prior to changing the 80% investment policy. If there is a material change to the Funds objective or principal investment strategies, you should consider whether the Fund remains an
appropriate investment for you. There is no guarantee that the Fund will achieve its investment objective.
The Funds portfolio holdings are
disclosed on its website daily after the close of trading on the exchange and prior to the opening of trading on the exchange the following day. A description of the Funds policies and procedures with respect to the disclosure of the
Funds portfolio holdings is available in the Funds SAI. Information about the premiums and discounts at which the Funds shares have traded is available at janushenderson.com/performance by selecting the Fund for additional details.
Unless otherwise stated, the following additional investment strategies and general policies apply to the Fund and provide further information
including, but not limited to, the types of securities the Fund may invest in when implementing its investment objective. Some of these strategies and policies may be part of a principal strategy. Other strategies and policies may be utilized to a
lesser extent. Except for the Funds policies with respect to investments in illiquid investments and borrowing, the percentage limitations included in these policies and elsewhere in this Prospectus and/or the SAI normally apply only at the
time of purchase of a security. So, for example, if the Fund exceeds a limit as a result of market fluctuations or the sale of other securities, it will not be required to dispose of any securities and may continue to purchase such securities in
order to track the Underlying Index.
Real Estate-Related Securities
Although not considered a principal investment strategy, the Fund may invest in equity securities of real estate-related companies to the extent such
securities are included in the Underlying Index. Such companies may include those in the real estate industry or real estate-related industries. These securities may include common stocks, preferred stocks, and other equity securities, such as
mortgage-backed securities, real estate-backed securities, securities of real estate investment trusts (REITs) and similar REIT-like entities. A REIT is a trust that invests in real estate-related projects, such as properties, mortgage
loans, and construction loans. REITs are generally categorized as equity, mortgage, or hybrid REITs. A REIT may be listed on an exchange or traded over-the-counter.
Securities Lending
Although not considered a principal
investment strategy, the Fund may seek to earn additional income through lending its securities to certain qualified broker-dealers and institutions on a short-term or long-term basis. The Fund may lend portfolio
8½Janus Detroit Street Trust
securities on a short-term or long-term basis, in an amount equal to up to one-third of its total assets as determined at the time of the loan origination. When the Fund lends its securities, it
receives collateral (including cash collateral), at least equal to the value of securities loaned. The Fund may earn income by investing this collateral in one or more affiliated or non-affiliated cash management vehicles. It is also possible that,
due to a decline in the value of a cash management vehicle in which collateral is invested, the Fund may lose money. There is also the risk that when portfolio securities are lent, the securities may not be returned on a timely basis, and the Fund
may experience delays and costs in recovering the security or gaining access to the collateral provided to the Fund to collateralize the loan. If the Fund is unable to recover a security on loan, the Fund may use the collateral to purchase
replacement securities in the market. There is a risk that the value of the collateral could decrease below the cost of the replacement security by the time the replacement investment is made, resulting in a loss to the Fund. To the extent Janus
Capital manages the cash collateral in an affiliated cash management vehicle, it will receive an investment advisory fee for managing such assets.
Non-Index Investments
Although not considered a
principal investment strategy, the Fund may invest in investments that are not included in the Underlying Index, but which Janus Capital believes will help the Fund track its Underlying Index. Such investments include common stocks, shares of other
investment companies and cash and cash equivalents, including money market funds. There may be instances where a stock is removed from the Underlying Index but Janus Capital may elect to hold it for tax-related purposes, or where the Fund receives
non-Underlying Index stocks in a corporate action and does not sell the stocks until the next rebalance date. Janus Capital may also choose to hold non-Underlying Index stocks due to an optimization methodology to more efficiently track the
Underlying Index. Use of an optimization methodology would entail the use of a program or model designed to identify securities that are not included in the Underlying Index, but would be expected to behave similarly to securities that are in the
Underlying Index.
The value of your investment will vary over time, sometimes significantly, and you may lose money by investing in the Fund. The
Fund invests substantially all of its assets in small- and medium-sized capitalization stocks. The following information is intended to help you better understand some of the risks of investing in the Fund. The impact of the following risks on the
Fund may vary depending on the Funds investments. The greater the Funds investment in a particular security, the greater the Funds exposure to the risks associated with that security. Before investing in the Fund, you should
consider carefully the risks that you assume when investing in the Fund.
Index Tracking Risk. Tracking error refers to the
risk that Janus Capital may not be able to cause the Funds performance to match or correlate to that of the Underlying Index, either on a daily or aggregate basis. There are a number of factors that may contribute to the Funds tracking
error, such as Fund expenses, imperfect correlation between the Funds investments and those of the Underlying Index, rounding of share prices, the timing or magnitude of changes to the composition of the Underlying Index, regulatory policies,
and a high portfolio turnover rate. The Fund incurs operating expenses not applicable to the Underlying Index and incurs costs associated with buying and selling securities, especially when rebalancing the Funds securities holdings to reflect
changes in the composition of the Underlying Index. In addition, mathematical compounding may prevent the Fund from correlating with the monthly, quarterly, annual, or other period performance of the Underlying Index. Tracking error may cause the
Funds performance to be less than expected.
Passive Investment Risk. The Fund is not actively managed. Therefore,
unless a specific security is removed from the Underlying Index, or the selling of shares of that security is otherwise required upon a rebalancing of the Underlying Index pursuant to the Underlying Index methodology, the Fund generally would not
sell a security because the securitys issuer was in financial trouble. If a specific security is removed from the Underlying Index, the Fund may be forced to sell such security at an inopportune time or for a price other than the
securitys current market value. An investment in the Fund involves risks similar to those of investing in equity securities traded on an exchange, such as market fluctuations caused by such factors as economic and political developments,
changes in interest rates and perceived trends in security prices. It is anticipated that the value of Fund shares will decline, more or less, in correspondence with any decline in value of the Underlying Index.
The Underlying Index may not contain the appropriate mix of securities for any particular point in the business cycle of the overall economy, particular
economic sectors, or narrow industries within which the commercial activities of the companies composing the portfolio securities holdings of the Fund are conducted, and the timing of movements from one type of security to another in seeking to
replicate the Underlying Index could have a negative effect on the Fund. Unlike with an actively
9½Janus Detroit Street Trust
managed fund, Janus Capital does not use techniques or defensive strategies designed to lessen the effects of market volatility or to reduce the impact of periods of market decline. This means
that, based on market and economic conditions, the Funds performance could be lower than other types of mutual funds that may actively shift their portfolio assets to take advantage of market opportunities or to lessen the impact of a market
decline.
Affiliated Index Provider Risk. JH Indices, the index provider for the Fund, is an affiliated person of Janus Capital,
which poses the appearance of a conflict of interest. For example, a potential conflict could arise between an affiliated person of Janus Capital and the Fund if that entity attempted to use information regarding changes and composition of the
Underlying Index to the detriment of the Fund. Additionally, potential conflicts could arise with respect to the personal trading activity of personnel of the affiliated person who may have access to, or knowledge of, pending changes to the
Underlying Indexs composition methodology or the constituent securities in the Underlying Index prior to the time that information is publicly disseminated. If shared, such knowledge could facilitate front-running (which describes
an instance in which other persons trade ahead of a Fund). Although Janus Capital and JH Indices have taken steps designed to ensure that these potential conflicts are mitigated (e.g., via the adoption of policies and procedures that are designed to
minimize potential conflicts of interest and the implementation of informational barriers designed to minimize the potential for the misuse of information about the Underlying Index), there can be no assurance that such measures will be successful.
Fluctuation of NAV. The NAV of the Fund shares will generally fluctuate with changes in the market value of the Funds
securities holdings. The market prices of shares will generally fluctuate in accordance with changes in the Funds NAV and supply and demand of shares on the NASDAQ. It cannot be predicted whether Fund shares will trade below, at or above their
NAV. Price differences may be due, in large part, to the fact that supply and demand forces at work in the secondary trading market for shares will be closely related to, but not identical to, the same forces influencing the prices of the securities
of the Underlying Index trading individually or in the aggregate at any point in time. In addition, during periods of significant volatility, the liquidity of the underlying securities held by the Fund may affect the Funds trading prices.
While the creation/redemption feature is designed to make it likely that Fund shares normally will trade close to the Funds NAV, disruptions to creations and redemptions may result in trading prices that differ significantly from the
Funds NAV. An absence of trading in shares of the Fund, or a high volume of trading in the Fund, may result in trading prices that differ significantly from the Funds NAV. If an investor purchases Fund shares at a time when the market
price is at a premium to the NAV of the shares or sells at a time when the market price is at a discount to the NAV of the shares, then the investor may sustain losses. Further, the securities held by the Fund may be traded in markets that close at
a different time than the NASDAQ. Liquidity in those securities may be reduced after the applicable closing times. Accordingly, during the time when the NASDAQ is open but after the applicable market closing, bid-ask spreads and the resulting
premium or discount to the Fund shares NAV may widen. Similarly, the NASDAQ may be closed at times or days when markets for securities held by the Fund are open, which may increase bid-ask spreads and the resulting premium or discount to the
Fund shares NAV when the NASDAQ re-opens.
Transaction and Spread Risk. Investors buying or selling Fund shares in the
secondary market will pay brokerage commissions or other charges imposed by brokers as determined by that broker. Brokerage commissions are often a fixed amount and may be a significant proportional cost for investors seeking to buy or sell
relatively small amounts of shares. In addition, secondary market investors will also incur the cost of the difference between the price that an investor is willing to pay for shares (the bid price) and the price at which an investor is
willing to sell shares (the ask price). This difference in bid and ask prices is often referred to as the spread or bid/ask spread. The bid/ask spread varies over time for shares based on trading volume and market
liquidity, and is generally lower if the Funds shares have more trading volume and market liquidity and higher if the Funds shares have little trading volume and market liquidity. Further, increased market volatility and trading halts
affecting any of the Funds portfolio securities may cause increased bid/ask spreads. Due to the costs of buying or selling shares, including bid/ask spreads, frequent trading of shares may significantly reduce investment results and an
investment in shares may not be advisable for investors who anticipate regularly making small investments.
Trading Issues
Risk. Trading in shares on the NASDAQ may be halted due to market conditions or for reasons that, in the view of the NASDAQ, make trading in shares inadvisable. In addition, trading in shares on the NASDAQ is subject to trading
halts caused by extraordinary market volatility pursuant to the NASDAQ circuit breaker rules. There can be no assurance that the requirements of the NASDAQ necessary to maintain the listing of the Fund will continue to be met or will
remain unchanged or that the shares will trade with any volume, or at all. While the creation/redemption feature is designed to make it likely that shares will trade close to the Funds NAV, disruptions to creations and redemptions may result
in trading prices that differ significantly from the Funds NAV. If an investor purchases shares at a time when the market price is at a premium to the NAV of the shares or sells at a time when the market price is at a discount to the NAV of
the shares, then the investor may sustain
10½Janus Detroit Street Trust
losses. In addition, during periods of significant volatility, the liquidity of the underlying securities held by the Fund may affect the Funds trading prices. For example, when the
Funds underlying securities trade on foreign exchanges that are closed when the securities exchange on which the Funds shares trade is open, this may result in deviations between the current price of such an underlying security and the
last quoted price for the underlying security. This could result in premiums or discounts to the Funds NAV. During a flash crash, the market prices of the Funds shares may decline suddenly and significantly. Such a decline
may not reflect the performance of the portfolio securities held by the Fund. Flash crashes may cause Authorized Participants and other market makers to limit or cease trading in the Funds shares for temporary or longer periods. Shareholders
could suffer significant losses to the extent that they sell shares at these temporarily low market prices.
Real Estate Securities
Risk. Although not considered a principal risk, the Funds performance may be affected by the risks associated with investments in real estate-related companies. The value of real estate-related companies securities is
sensitive to changes in real estate values and rental income, property taxes, interest rates, tax and regulatory requirements, supply and demand, and the management skill and creditworthiness of the company. Investments in REITs involve the same
risks as other real estate investments. In addition, a REIT could fail to qualify for tax-free pass-through of its income under the Internal Revenue Code or fail to maintain its exemption from registration under the Investment Company Act of 1940,
as amended (1940 Act), which could produce adverse economic consequences for the REIT and its investors, including the Fund.
These risks
are described further in the SAI.
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INFORMATION REGARDING THE UNDERLYING INDEX
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The Underlying Index is composed of common stocks from a universe of 2,500 small-and
medium-sized capitalization stocks. The Solactive Small/Mid Cap Index uses the total public market value, or free-float, capitalization of a stock to determine whether to include such stock in the Solactive Small/Mid Cap Index. The
Underlying Index is designed to select small- and medium-sized capitalization stocks that are poised for smart growth by evaluating each companys performance in three critical areas: growth, profitability, and capital efficiency.
Using a proprietary quantitative methodology, such stocks are scored based on fundamental measures of their growth, profitability, and capital efficiency, and the top 10% of such eligible stocks scoring the highest become the constituents of the
Underlying Index. To arrive at the top 10%, for each security in the stated universe, the quantitative methodology assigns a score in each of 10 different factors, relative to other eligible securities. The fundamental factors include measures that
Janus Capital believes are tied to a stocks outperformance relative to other small/mid cap stocks, and indicate a companys performance with respect to growth (such as the revenue growth rate over 2- 5- and
8- year periods), profitability (such as margin expansion, profit margin and earnings per share over time) and capital efficiency (such as returns on invested capital). Each stock in the eligible universe will
receive a point total equal to the decile rank of the stock for a given factor. For example, if a stock is in the top decile for a given factor, it will receive 10 points for that factor. If the stock is in the lowest decile, it will receive 1
point. For each factor, a threshold is established, and to the extent a stocks score within a factor meets or exceeds the threshold, it will receive additional points. A high threshold means that exceeding that threshold is relatively
difficult for a stock to achieve, and as a result will receive more bonus points than if the threshold were lower. For detailed information on how stocks are scored, see the Janus Henderson Small/Mid Cap Growth Alpha Index Methodology document,
available at the Index Providers website.
The scores for each stock within a factor are then added together across the 10 factors, with equal
weighting, to arrive at an overall score for each stock. These stocks with the highest 10% of scores are then weighted within the Underlying Index according to their market capitalization. Finally, the stocks are sector-weighted to reflect the
sector allocation weight of Janus Henderson Triton Fund, based on its most recent publicly available holdings. A stock may not represent more than 3% of the Underlying Index. The Underlying Index seeks risk adjusted outperformance relative to a
market capitalization weighted universe of small- and medium-sized capitalization growth stocks. Market capitalizations within the Underlying Index will vary, but as of February 1, 2020, they ranged from approximately $94 million to
$63.8 billion. From time to time, and often as the result of specific corporate actions, the Solactive Small/Mid Cap Index (and as a result the Underlying Index) may temporarily include companies that are either smaller or larger than are
typically considered to be small- and/or mid-sized capitalization. The Underlying Index is rebalanced on a quarterly basis based the methodology described above.
The Underlying Index is compiled and administered by JH Indices, an affiliate of the Fund and Janus Capital.
11½Janus Detroit Street Trust
MANAGEMENT OF THE FUND
Janus Capital Management LLC, 151 Detroit Street, Denver, Colorado 80206-4805, is the
investment adviser to the Fund. Janus Capital is responsible for the day-to-day management of the Funds investment portfolio and furnishes continuous advice and
recommendations concerning the Funds investments. Janus Capital also provides certain administration and other services and is responsible for other business affairs of the Fund.
Janus Capital (together with its predecessors and affiliates) has served as investment adviser to Janus Henderson mutual funds since 1970 and currently serves
as investment adviser to all of the Janus Henderson funds, including Janus Henderson exchange-traded funds, acts as subadviser for a number of private-label mutual funds, and provides separate account advisory services for institutional accounts and
other unregistered products.
Janus Capital has received an exemptive order from the Securities and Exchange Commission (SEC) that permits
Janus Capital, subject to the approval of the Trustees, to appoint or replace certain subadvisers to manage all or a portion of the Funds assets and enter into, amend, or terminate a subadvisory agreement with certain subadvisers without
obtaining shareholder approval (a manager-of-managers structure). The
manager-of-managers structure applies to subadvisers that are not affiliated with the Trust or Janus Capital (non-affiliated subadvisers), as well as any
subadviser that is an indirect or direct wholly-owned subsidiary (as such term is defined by the 1940 Act) of Janus Capital or of another company that, indirectly or directly, wholly owns Janus Capital (collectively, wholly-owned
subadvisers).
Pursuant to the order, Janus Capital, with the approval of the Trustees, has the discretion to terminate any subadviser and allocate
and reallocate the Funds assets among Janus Capital and any other non-affiliated subadvisers or wholly-owned subadvisers (including terminating a non-affiliated subadviser and replacing it with a wholly-owned subadviser). Janus Capital,
subject to oversight and supervision by the Trustees, has responsibility to oversee any subadviser to the Fund and to recommend for approval by the Trustees, the hiring, termination, and replacement of subadvisers for the Fund. The order also
permits the Fund to disclose subadvisers fees only in the aggregate in the SAI. In the event that Janus Capital hires a new subadviser pursuant to the
manager-of-managers structure, the Fund would provide shareholders with information about the new subadviser and subadvisory agreement within 90 days.
Under its unitary fee structure, the Fund pays Janus Capital a Management Fee in return for providing certain
investment advisory, supervisory, and administrative services to the Fund, including the costs of transfer agency, custody, fund administration, legal, audit, and other services. Janus Capitals fee structure is designed to pay substantially
all of the Funds expenses. However, the Fund bears other expenses which are not covered under the Management Fee which may vary and affect the total level of expenses paid by shareholders, such as distribution fees (if any), brokerage expenses
or commissions, interest, dividends, taxes, litigation expenses, acquired fund fees and expenses (if any), and extraordinary expenses.
The Funds
Management Fee is calculated daily and paid monthly. The Funds advisory agreement details the Management Fee and other expenses that the Fund must pay.
The following table reflects the Funds contractual Management Fee rate for the most recent fiscal year (expressed as an annual rate). The rates shown are
fixed rates based on the Funds daily net assets.
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Fund Name
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Daily
Net Assets
of the Fund
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Contractual
Management Fee (%)
(annual rate)
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Janus Henderson Small/Mid Cap Growth
ETF
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$0-$500 million
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0.35
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Next $500 million
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0.28
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Over $1 billion
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0.20
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12½Janus Detroit Street Trust
The chart below shows the Funds hypothetical, blended fee rate based on the Funds daily net assets at
varying asset levels.
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Fund Assets
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Hypothetical
Effective Blended Rate
Management Fee
(%)
(annual rate)
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$500 million
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0.35
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$750 million
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0.327
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$1.0 billion
|
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0.315
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$1.25 billion
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0.292
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$1.5 billion
|
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0.277
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$2.0 billion
|
|
0.258
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$2.5 billion
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0.246
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$3.0 billion
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0.238
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$4.0 billion
|
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0.229
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$5.0 billion
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0.223
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$6.0 billion
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0.219
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For the fiscal year ended October 31, 2019, the aggregate fee paid to Janus Capital, as a percentage of average net assets,
was 0.35%. A discussion regarding the basis for the Trustees approval of the Funds investment advisory agreement is included in the Funds annual report (for the period ending October 31) or semiannual report (for the period ending
April 30) to shareholders. You can request the Funds annual or semiannual reports (as they become available), free of charge, by contacting your broker-dealer, plan sponsor, or financial intermediary, or by contacting a Janus representative at
1-800-668-0434. The reports are also available, free of charge, at janushenderson.com/info.
13½Janus Detroit Street Trust
Janus Henderson Small/Mid Cap Growth Alpha ETF
Co-Portfolio Managers
Benjamin Wang and Scott M. Weiner are jointly responsible for the day-to-day management of the Fund, with no limitation on the authority of any co-portfolio manager in
relation to the others.
Benjamin Wang, CFA, is Co-Portfolio Manager of the Fund, which he has co-managed since
inception. He is also Portfolio Manager of other Janus accounts. Mr. Wang joined Janus Capital in November 2014 following Janus Capitals acquisition of VelocityShares, LLC. Prior to joining Janus Capital, Mr. Wang was Vice President
at VelocityShares, LLC from 2012 to 2014, and an execution trader at Goldman Sachs Asset Management from 2007 to 2011. He holds a Bachelor of Science degree and a Master of Engineering in Computer Science from the Massachusetts Institute of
Technology, and a Master of Science degree in Financial Engineering from Columbia University. Mr. Wang holds the Chartered Financial Analyst designation.
Scott M. Weiner, DPhil, is Co-Portfolio Manager of the Fund, which he has co-managed since inception. He is also Portfolio
Manager of other Janus accounts. Mr. Weiner joined Janus Capital in November 2014 following Janus Capitals acquisition of VelocityShares, LLC. Prior to joining Janus Capital, Mr. Weiner was Managing Director at VelocityShares, LLC
from 2011 to 2014, and Managing Director and U.S. Head of Equity Derivatives and Quantitative Strategy at Deutsche Bank from 2005 to 2010. He holds an Economics degree from the Wharton School of the University of Pennsylvania, a Masters
degree in Economics from the University of Oxford, and also received his Doctorate in Economics from the University of Oxford.
Information about the
portfolio managers compensation structure and other accounts managed is included in the SAI.
Conflicts of Interest
Janus Capital manages many funds and numerous other accounts, which may include separate accounts and other pooled investment vehicles, such as hedge funds. Side-by-side management of multiple accounts, including the management of a cash collateral pool for securities lending and investing the Janus Henderson funds cash, may
give rise to conflicts of interest among those accounts, and may create potential risks, such as the risk that investment activity in one account may adversely affect another account. For example, short sale activity in an account could adversely
affect the market value of long positions in one or more other accounts (and vice versa). Side-by-side management may raise additional potential conflicts of interest
relating to the allocation of investment opportunities and the aggregation and allocation of trades.
In addition, from time to time, Janus Capital or its
affiliates may, subject to compliance with applicable law, purchase and hold shares of the Fund for their own accounts, or may purchase shares of the Fund for the benefit of their clients, including other Janus Henderson Funds. Increasing the
Funds assets may enhance the Funds profile with financial intermediaries and platforms, investment flexibility and trading volume. Janus Capital and its affiliates reserve the right, subject to compliance with applicable law, to dispose
of at any time some or all of the shares of the Fund acquired for their own accounts or for the benefit of their clients. A large sale of Fund shares by Janus Capital or its affiliates could significantly reduce the asset size of the Fund, which
might have an adverse effect on the Funds investment flexibility or trading volume. Janus Capital considers the effect of redemptions on the Fund and other shareholders in deciding whether to dispose of its shares of the Fund.
Janus Capital believes it has appropriately designed and implemented policies and procedures to mitigate these and other potential conflicts of interest. A
further discussion of potential conflicts of interest and policies and procedures intended to mitigate them is contained in the Funds SAI.
14½Janus Detroit Street Trust
OTHER INFORMATION
Creation Units for the Fund are distributed by ALPS Distributors, Inc. (the Distributor), which is a member of the
Financial Industry Regulatory Authority, Inc. (FINRA). To obtain information about FINRA member firms and their associated persons, you may contact FINRA at www.finra.org, or 1-800-289-9999.
JH Indices is the Index Provider for the Underlying Index. Janus Capital has entered into a license agreement with JH Indices
to use the Underlying Index. JH Indices is affiliated with the Fund and Janus Capital. This affiliation may create potential conflicts for JH Indices as it may have an interest in the performance of the Fund, which could motivate it to alter the
index methodology for the Underlying Index. JH Indices has adopted procedures that it believes are reasonably designed to mitigate these and other potential conflicts.
Disclaimers
JH Indices is the licensor of certain
trademarks, service marks, and trade names.
Neither JH Indices nor any of its affiliates make any representation or warranty, express or implied, to the
owners of the Fund or any member of the public regarding the advisability of investing in securities generally or in the Fund particularly or the ability of the Underlying Index to track general market performance. The Underlying Index is
determined, composed, and calculated by JH Indices without regard to Janus Capital or the Fund. JH Indices has no obligation to take the needs of Janus Capital or the owners of the Fund into consideration in determining, composing, or calculating
the Underlying Index. JH Indices is not responsible for and has not participated in the determination of the timing of, prices at, or quantities of the Fund to be issued or in the determination or calculation of the equation by which the Fund is to
be converted into cash.
ALTHOUGH JH INDICES SHALL OBTAIN INFORMATION FOR INCLUSION IN OR FOR USE IN THE CALCULATION OF THE UNDERLYING INDEX FROM SOURCES
WHICH IT CONSIDERS RELIABLE, IT DOES NOT GUARANTEE THE QUALITY, ACCURACY AND/OR THE COMPLETENESS OF THE UNDERLYING INDEX OR ANY DATA INCLUDED THEREIN AND SHALL HAVE NO LIABILITY FOR ERRORS OR OMISSIONS OF ANY KIND RELATED TO THE UNDERLYING INDEX OR
DATA. JH INDICES MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY JANUS CAPITAL, OWNERS OF THE FUND, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE UNDERLYING INDEX OR ANY DATA INCLUDED THEREIN IN CONNECTION WITH THE RIGHTS
LICENSED TO JANUS CAPITAL FOR ANY OTHER USE. JH INDICES MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE UNDERLYING INDEX OR
ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL IT HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.
Janus Capital does not guarantee the accuracy and/or the completeness of the Underlying Index or any data included therein, and Janus Capital shall have
no liability for any errors, omissions or interruptions therein. Janus Capital makes no warranty, express or implied, as to results to be obtained by the Fund, owners of the shares of the Fund or any other person or entity from the use of the
Underlying Index or any data included therein. Janus Capital makes no express or implied warranties, and expressly disclaims all warranties of merchantability or fitness for a particular purpose or use with respect to the Underlying Index or any
data included therein. Without limiting any of the foregoing, in no event shall Janus Capital have any liability for any special, punitive, direct, indirect or consequential damages (including lost profits) arising out of matters relating to the use
of the Underlying Index even if notified of the possibility of such damages.
15½Janus Detroit Street Trust
DIVIDENDS, DISTRIBUTIONS, AND
TAXES
To avoid taxation of the Fund, the Internal Revenue Code requires the Fund to distribute all or substantially all of its net
investment income and any net capital gains realized on its investments at least annually.
Distribution Schedule
Dividends from net investment income are generally declared and distributed to shareholders quarterly. Distributions of net capital gains are declared and
distributed at least annually. Dividends may be declared and paid more frequently to improve Underlying Index tracking or to comply with the distribution requirements of the Internal Revenue Code. The date you receive your distribution may vary
depending on how your intermediary processes trades. Dividend payments are made through Depository Trust Company (DTC) participants and indirect participants to beneficial owners then of record with proceeds received from the Fund.
Please consult your intermediary for details.
How Distributions Affect the Funds NAV
Distributions, other than daily income dividends, are paid to shareholders as of the record date of a distribution of the Fund, regardless of how long the
shares have been held. Undistributed income and net capital gains are included in the Funds daily NAV. The Funds NAV drops by the amount of the distribution, net of any subsequent market fluctuations. For example, assume that on
December 31, the Fund declared a dividend in the amount of $0.25 per share. If the Funds NAV was $10.00 on December 30, the Funds NAV on December 31 would be $9.75, barring market fluctuations. You should be aware that
distributions from a taxable fund do not increase the value of your investment and may create income tax obligations.
No dividend reinvestment service is
provided by the Trust. Financial intermediaries may make available the DTC book-entry Dividend Reinvestment Service for use by beneficial owners of Fund shares for reinvestment of their dividend distributions. Beneficial owners should contact their
financial intermediary to determine the availability and costs of the service and the details of participation therein. Financial intermediaries may require beneficial owners to adhere to specific procedures and timetables. If this service is
available and used, dividend distributions of both income and net capital gains will be automatically reinvested in additional whole shares of the Fund purchased in the secondary market.
As with any investment, you should consider the tax consequences of investing in the Fund. The following is a general
discussion of certain federal income tax consequences of investing in the Fund. The discussion does not apply to qualified tax-advantaged accounts or other non-taxable entities, nor is it a complete analysis
of the federal income tax implications of investing in the Fund. You should consult your tax adviser regarding the effect that an investment in the Fund may have on your particular tax situation, including the federal, state, local, and foreign tax
consequences of your investment.
Taxes on Distributions
Distributions by the Fund are subject to federal income tax, regardless of whether the distribution is made in cash or reinvested in additional shares of the
Fund. Distributions from net investment income (which includes dividends, interest, and realized net short-term capital gains), other than qualified dividend income, are taxable to shareholders as ordinary income. Distributions of qualified dividend
income are taxed to individuals and other noncorporate shareholders at long-term capital gain rates, provided certain holding period and other requirements are satisfied. Dividends received from REITs, certain foreign corporations, and income
received in lieu of dividends in a securities lending transaction generally will not constitute qualified dividend income. Distributions of net capital gain (i.e., the excess of net long-term capital gain over net short-term capital
loss) are taxable as long-term capital gain, regardless of how long a shareholder has held Fund shares. Individuals, trusts, and estates whose income exceeds certain threshold amounts are subject to an additional 3.8% Medicare contribution tax on
net investment income. Net investment income includes dividends paid by the Fund and capital gains from any sale or exchange of Fund shares. The Funds net investment income and capital gains are distributed to (and may be taxable to) those
persons who are shareholders of the Fund at the record date of such payments. Although the Funds total net income and net realized gain are the results of its operations, the per share amount distributed or taxable to shareholders is affected
by the number of Fund shares outstanding at the record date. Distributions declared to shareholders of record in October, November, or December and paid on or before January 31 of the succeeding year will be treated for federal income tax purposes
as if received by shareholders on December 31 of the year in which the distribution was declared. Generally, account tax information will be made available to shareholders on or before February 15 of each year. Information regarding
distributions may also be reported to the Internal Revenue Service (IRS).
16½Janus Detroit Street Trust
Taxes on Sales
Any time you sell the shares of the Fund in a taxable account, it is considered a taxable event. Depending on the purchase price and the sale price, you may
have a gain or loss on the transaction. The gain or loss will generally be treated as a long-term capital gain or loss if you held your shares for more than one year and if not held for such period, as a short-term capital gain or loss. Any tax
liabilities generated by your transactions are your responsibility.
U.S. federal income tax withholding may be required on all distributions payable
to shareholders who fail to provide their correct taxpayer identification number, fail to make certain required certifications, or who have been notified by the IRS that they are subject to backup withholding. The current backup withholding rate is
applied.
For shares purchased and sold from a taxable account, your intermediary will report cost basis information to you and to the IRS. Your
intermediary will permit shareholders to elect their preferred cost basis method. In the absence of an election, your cost basis method will be your intermediarys default method, which is often the average cost method. Please consult your tax
adviser to determine the appropriate cost basis method for your particular tax situation and to learn more about how the cost basis reporting laws apply to you and your investments.
Taxation of the Fund
Dividends, interest, and some
capital gains received by the Fund on foreign securities may be subject to foreign tax withholding or other foreign taxes.
Certain fund transactions may
involve short sales, futures, options, swap agreements, hedged investments, and other similar transactions, and may be subject to special provisions of the Internal Revenue Code that, among other things, can potentially affect the character, amount,
and timing of distributions to shareholders, and utilization of capital loss carryforwards. The Fund will monitor its transactions and may make certain tax elections and use certain investment strategies where applicable in order to mitigate the
effect of these tax provisions, if possible.
The Fund does not expect to pay any federal income or excise taxes because it intends to meet certain
requirements of the Internal Revenue Code, including the distribution each year of substantially all its net investment income and net capital gains. It is important for the Fund to meet these requirements so that any earnings on your investment
will not be subject to federal income taxes twice. If the Fund invests in a partnership, however, it may be subject to state tax liabilities.
17½Janus Detroit Street Trust
SHAREHOLDERS GUIDE
The Fund issues or redeems its shares at NAV per share only in Creation Units. Shares of the Fund are listed for trading on a national securities exchange and
trade on the secondary market during the trading day. Shares can be bought and sold throughout the trading day like shares of other publicly traded companies. There is no minimum investment. When buying or selling Fund shares through a broker, you
will incur customary brokerage commissions and charges, and you may pay some or all of the spread between the bid and offered price in the secondary market on each purchase and sale transaction. Fund shares are traded on the NASDAQ under the trading
symbol JSMD. Share prices are reported in dollars and cents per share.
Authorized Participants may acquire Fund shares directly from the Fund, and
Authorized Participants may tender their Fund shares for redemption directly to the Fund, at NAV per share, only in Creation Units and in accordance with the procedures described in the SAI.
The per share NAV of the Fund is computed by dividing the total value of the Funds portfolio, less any liabilities, by
the total number of outstanding shares of the Fund. The Funds NAV is calculated as of the close of the regular trading session of the New York Stock Exchange (NYSE) (normally 4:00 p.m. New York time) each day that the NYSE is
open. However, the NAV may still be calculated if trading on the NYSE is restricted, provided there is sufficient pricing information available for the Fund to value its securities, or as permitted by the SEC. Foreign securities held by the Fund may
be traded on days and at times when the NYSE is closed and the NAV is therefore not calculated. Accordingly, the value of the Funds holdings may change on days that are not Business Days in the United States and on which you will not be able
to purchase or sell the Funds shares.
Securities held by the Fund are valued in accordance with policies and procedures established by and under
the supervision of the Trustees. To the extent available, equity securities (including shares of exchange-traded funds) are generally valued on the basis of market quotations. Most fixed-income securities are typically valued using an evaluated bid
price supplied by an approved pricing service that is intended to reflect market value. The evaluated bid price is an evaluation that may consider factors such as security prices, yields, maturities, and ratings. Certain short-term instruments
maturing within 60 days or less may be valued at amortized cost, which approximates market value. If a market quotation or evaluated price for a security is not readily available or is deemed unreliable, or if an event that is expected to
affect the value of the security occurs after the close of the principal exchange or market on which the security is traded, and before the close of the NYSE, a fair value of the security will be determined in good faith under the policies and
procedures. Such events include, but are not limited to: (i) a significant event that may affect the securities of a single issuer, such as a merger, bankruptcy, or significant issuer-specific development; (ii) an event that may affect an
entire market, such as a natural disaster or significant governmental action; (iii) a non-significant event such as a market closing early or not opening, or a security trading halt; and (iv) pricing of a non-valued security and a
restricted or non-public security. This type of fair value pricing may be more commonly used with foreign equity securities, but it may also be used with, among other things, thinly-traded domestic securities or fixed-income securities. Special
valuation considerations may apply with respect to odd-lot fixed-income transactions which, due to their small size, may receive evaluated prices by pricing services which reflect a large block trade and not what actually could be
obtained for the odd-lot position. For valuation purposes, quotations of foreign portfolio securities, other assets and liabilities, and forward contracts stated in foreign currency are generally translated into U.S. dollar equivalents at the
prevailing market rates.
The value of the securities of open-end mutual funds held by the Fund, if any, will be calculated using the NAV of such open-end
mutual funds, and the prospectuses for such open-end mutual funds explain the circumstances under which they use fair value pricing and the effects of using fair value pricing.
All purchases, sales, or other account activity must be processed through your financial intermediary or plan sponsor.
|
DISTRIBUTION AND SERVICING FEES
|
Distribution and Shareholder Servicing Plan
The Trust has adopted a Distribution and Servicing Plan for shares of the Fund pursuant to Rule 12b-1 under the
1940 Act (the Plan). The Plan permits compensation in connection with the distribution and marketing of Fund shares and/or the provision of certain shareholder services. The Plan permits the Fund to pay the Distributor or its designee, a
fee for the sale and distribution and/or shareholder servicing of the shares at an annual rate of up to 0.25% of average daily net assets of the shares of the Fund. However, payment of a 12b-1 Plan fee has not
been authorized at this time.
18½Janus Detroit Street Trust
Under the terms of the Plan, the Trust is authorized to make payments to the Distributor or its designee for
remittance to retirement plan service providers, broker-dealers, bank trust departments, financial advisors, and other financial intermediaries, as compensation for distribution and/or shareholder services performed by such entities for their
customers who are investors in the Fund.
The 12b-1 fee may only be imposed or increased when the Trustees
determine that it is in the best interests of shareholders to do so and the imposition of or increase in the 12b-1 fee is first approved by the Funds shareholders. Because these fees are paid out of the Funds assets on an ongoing basis,
to the extent that a fee is authorized and payments are made, over time they will increase the cost of an investment in the Fund. The Plan fee may cost an investor more than other types of sales charges.
|
PAYMENTS TO FINANCIAL INTERMEDIARIES BY JANUS
CAPITAL OR ITS AFFILIATES
|
From their own assets, Janus Capital or its affiliates pay selected brokerage firms or other financial intermediaries for
making certain funds available to their clients or otherwise distributing, promoting or marketing the funds. Janus Capital or its affiliates also make payments to one or more intermediaries for information about transactions and holdings in the
funds, such as the amount of fund shares purchased, sold or held through the intermediary and or its salespersons, the intermediary platform(s) on which shares are transacted and other information related to the funds. Payments made by Janus Capital
and its affiliates may eliminate or reduce trading commissions that the intermediary would otherwise charge its customers or its salespersons in connection with the purchase or sale of certain funds. Payment by Janus Capital or its affiliates to
eliminate or reduce a trading commission creates an incentive for salespersons of the intermediary to sell the Janus Henderson funds over other funds for which a commission would be charged. The amount of these payments is determined from time to
time by Janus Capital, may be substantial, and may differ for different intermediaries. Janus Capital may determine to make payments based on any number of factors or metrics. For example, Janus Capital may make payments at year-end and/or other
intervals in a fixed amount, an amount based upon an intermediarys services at defined levels, an amount based upon the total assets represented by funds subject to arrangements with the intermediary, or an amount based on the
intermediarys net sales of one or more funds in a year or other period, any of which arrangements may include an agreed-upon minimum or maximum payment, or any combination of the foregoing. More information regarding these payments is
contained in the SAI.
With respect to non-exchange-traded Janus Henderson funds not offered in this Prospectus, Janus Capital or its affiliates pay
fees, from their own assets, to selected brokerage firms, banks, financial advisors, retirement plan service providers, and other financial intermediaries that sell the Janus Henderson funds for distribution, marketing, promotional, or related
services, and/or for providing recordkeeping, subaccounting, transaction processing, and other shareholder or administrative services (including payments for processing transactions via National Securities Clearing Corporation (NSCC) or
other means) in connection with investments in the Janus Henderson funds. These fees are in addition to any fees that may be paid by the Janus Henderson funds for certain of these types of services or other services. Shareholders investing through
an intermediary should consider whether such arrangements exist when evaluating any recommendations from an intermediary.
In addition, Janus Capital or
its affiliates may also share certain marketing expenses with intermediaries, or pay for or sponsor informational meetings, seminars, client awareness events, support for marketing materials, sales reporting, or business building programs for such
intermediaries to raise awareness of the Janus Henderson funds. Janus Capital or its affiliates may make payments to participate in intermediary marketing support programs which may provide Janus Capital or its affiliates with one or more of the
following benefits: attendance at sales conferences, participation in meetings or training sessions, access to or information about intermediary personnel, use of an intermediarys marketing and communication infrastructure, fund analysis
tools, data, business planning and strategy sessions with intermediary personnel, information on industry- or platform-specific developments, trends and service providers, and other marketing-related services. Such payments may be in addition to, or
in lieu of, the payments described above. These payments are intended to promote the sales of Janus Henderson funds and to reimburse financial intermediaries, directly or indirectly, for the costs that they or their salespersons incur in connection
with educational seminars, meetings, and training efforts about the Janus Henderson funds to enable the intermediaries and their salespersons to make suitable recommendations, provide useful services, and maintain the necessary infrastructure to
make the Janus Henderson funds available to their customers.
The receipt of (or prospect of receiving) payments, reimbursements and other forms of
compensation described above may provide a financial intermediary and its salespersons with an incentive to favor sales of Janus Henderson funds shares over sales of other funds (or non-mutual fund investments), with respect to which the
financial intermediary does not receive such payments or receives them in a lower amount. The receipt of these payments may cause certain financial intermediaries to
19½Janus Detroit Street Trust
elevate the prominence of the Janus Henderson funds within such financial intermediarys organization by, for example, placement on a list of preferred or recommended funds and/or the
provision of preferential or enhanced opportunities to promote the Janus Henderson funds in various ways within such financial intermediarys organization.
From time to time, certain financial intermediaries approach Janus Capital to request that Janus Capital make contributions to certain charitable
organizations. In these cases, Janus Capitals contribution may result in the financial intermediary, or its salespersons, recommending Janus Henderson funds over other funds (or non-mutual fund investments).
The payment arrangements described above will not change the price an investor pays for shares nor the amount that a Janus Henderson fund receives to invest on
behalf of the investor. You should consider whether such arrangements exist when evaluating any recommendations from an intermediary to purchase or sell shares of the Fund. Please contact your financial intermediary or plan sponsor for details on
such arrangements.
|
PURCHASING AND SELLING SHARES
|
Shares of the Fund are listed for trading on a national securities exchange during the trading day. Shares can be bought and
sold throughout the trading day like shares of other publicly traded companies. However, there can be no guarantee that an active trading market will develop or be maintained, or that the Fund shares listing will continue or remain unchanged. The
Fund does not impose any minimum investment for shares of the Fund purchased on an exchange. Buying or selling the Funds shares involves certain costs that apply to all securities transactions. When buying or selling shares of the Fund through
a financial intermediary, you may incur a brokerage commission or other charges determined by your financial intermediary. Due to these brokerage costs, if any, frequent trading may detract significantly from investment returns. In addition, you may
also incur the cost of the spread (the difference between the bid price and the ask price). The commission is frequently a fixed amount and may be a significant cost for investors seeking to buy or sell small amounts of shares.
The spread varies over time for shares of the Fund based on its trading volume and market liquidity, and is generally less if the Fund has more trading volume
and market liquidity and more if the Fund has less trading volume and market liquidity. Shares of the Fund may be acquired through the Distributor or redeemed directly with the Fund only in Creation Units or multiples thereof, as discussed in the
Creation and Redemption of Creation Units section of the SAI. Once created, shares of the Fund generally trade in the secondary market in amounts less than a Creation Unit.
The Funds primary listing exchange is the NASDAQ. The NASDAQ is open for trading Monday through Friday and is closed on the following holidays: New
Years Day, Martin Luther King, Jr. Day, Presidents Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day.
A Business Day with respect to the Fund is each day the NASDAQ is open. Orders from Authorized Participants to create or redeem Creation Units will
only be accepted on a Business Day. On days when the NASDAQ closes earlier than normal, the Fund may require orders to create or redeem Creation Units to be placed earlier in the day. In addition, to minimize brokerage and other related trading
costs associated with securities that cannot be readily transferred in-kind, the Fund may establish early trade cut-off times for Authorized Participants to submit orders for Creation Units, in accordance with the 1940 Act. See the SAI for more
information.
In compliance with the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of
2001 (USA PATRIOT Act), your financial intermediary is required to verify certain information on your account application as part of its Anti-Money Laundering Program. You will be required to provide your full name, date of birth, social
security number, and permanent street address to assist in verifying your identity. You may also be asked to provide documents that may help to establish your identity. Until verification of your identity is made, your financial intermediary may
temporarily limit additional share purchases. In addition, your financial intermediary may close an account if it is unable to verify a shareholders identity. Please contact your financial intermediary if you need additional assistance when
completing your application or additional information about the intermediarys Anti-Money Laundering Program.
In an effort to ensure compliance with
this law, Janus Capitals Anti-Money Laundering Program (the Program) provides for the development of internal practices, procedures and controls, designation of anti-money laundering compliance officers, an ongoing training
program, and an independent audit function to determine the effectiveness of the Program.
20½Janus Detroit Street Trust
Continuous Offering
The method by which Creation Units of shares are created and traded may raise certain issues under applicable securities laws. Because new Creation Units of
shares are issued and sold by the Fund on an ongoing basis, a distribution, as such term is used in the Securities Act of 1933, as amended (the Securities Act), may occur at any point. Broker-dealers and other persons are
cautioned that some activities on their part may, depending on the circumstances, result in their being deemed participants in a distribution in a manner which could render them statutory underwriters and subject them to the prospectus delivery
requirements and liability provisions of the Securities Act. For example, a broker-dealer firm or its client may be deemed a statutory underwriter if it takes Creation Units after placing an order with the Distributor, breaks them down into
constituent shares and sells the shares directly to customers or if it chooses to couple the creation of a supply of new shares with an active selling effort involving solicitation of secondary market demand for shares. A determination of whether
one is an underwriter for purposes of the Securities Act must take into account all the facts and circumstances pertaining to the activities of the broker-dealer or its client in the particular case, and the
examples mentioned above should not be considered a complete description of all the activities that could lead to a characterization as an underwriter.
Broker-dealer firms should also note that dealers who are not underwriters but are effecting transactions in shares, whether or not participating
in the distribution of shares, are generally required to deliver a prospectus. This is because the prospectus delivery exemption in Section 4(a)(3)(C) of the Securities Act is not available in respect of such transactions as a result of
Section 24(d) of the 1940 Act. As a result, broker-dealer firms should note that dealers who are not underwriters but are participating in a distribution (as contrasted with engaging in ordinary secondary market transactions) and
thus dealing with the shares that are part of an unsold allotment within the meaning of Section 4(a)(3)(C) of the Securities Act, will be unable to take advantage of the prospectus delivery exemption provided by Section 4(a)(3) of the
Securities Act. For delivery of prospectuses to exchange members, the prospectus delivery mechanism of Rule 153 under the Securities Act is only available with respect to transactions on a national exchange.
Book Entry
Shares of the Fund are held in book-entry
form, which means that no stock certificates are issued. The DTC or its nominee is the record owner of all outstanding shares of the Fund and is recognized as the owner of all shares for all purposes.
Investors owning shares of the Fund are beneficial owners as shown on the records of DTC or its participants. DTC serves as the securities depository for
shares of the Fund. DTC participants include securities brokers and dealers, banks, trust companies, clearing corporations and other institutions that directly or indirectly maintain a custodial relationship with DTC. As a beneficial owner of
shares, you are not entitled to receive physical delivery of stock certificates or to have shares registered in your name, and you are not considered a registered owner of shares. Therefore, to exercise any right as an owner of shares, you must rely
upon the procedures of DTC and its participants. These procedures are the same as those that apply to any other exchange-traded securities that you hold in book-entry or street name form.
Share Prices
The trading prices of the Funds
shares in the secondary market generally differ from the Funds daily NAV per share and are affected by market forces such as supply and demand, economic conditions, and other factors. Information regarding the
intra-day net asset value of the Fund is disseminated every 15 seconds throughout the trading day by the national securities exchange on which the Funds shares are primarily listed or by market data
vendors or other information providers. The intra-day net asset value calculations are estimates of the value of the Funds NAV per Fund share based on the current market value of the securities and/or
cash included in the Funds intra-day net asset value basket. The intra-day net asset value does not necessarily reflect the precise composition of the current
portfolio of securities and instruments held by the Fund at a particular point in time or the best possible valuation of the current portfolio. For example, the intra-day net asset value is based on quotes and closing prices from the
securities local market and may not reflect events that occur subsequent to the local markets close. Therefore, the intra-day net asset value should not be viewed as a real-time update
of the NAV, which is computed only once a day. The intra-day net asset value is generally determined by using both current market quotations and/or price quotations obtained from broker-dealers that may trade
in the portfolio securities and instruments included in the Funds intra-day net asset value basket. The Fund is not involved in, or responsible for, the calculation or dissemination of the intra-day net asset value and makes no representation or warranty as to its accuracy. An inaccuracy in the intra-day net asset value could result from various factors,
including the difficulty of pricing portfolio instruments on an intra-day basis.
21½Janus Detroit Street Trust
Premiums and Discounts
There may be differences between the daily market prices on secondary markets for shares of the Fund and the Funds NAV. NAV is the price per share at
which the Fund issues and redeems shares. See Pricing of Fund Shares above. The price used to calculate market returns (Market Price) of the Fund generally is determined using the midpoint between the highest bid and the
lowest offer on the national securities exchange on which shares of the Fund are primarily listed for trading, as of the time that the Funds NAV is calculated. The Funds Market Price may be at, above, or below its NAV. The NAV of the
Fund will fluctuate with changes in the market value of its portfolio holdings. The Market Price of the Fund will fluctuate in accordance with changes in its NAV, as well as market supply and demand.
Premiums or discounts are the differences (expressed as a percentage) between the NAV and the Market Price of the Fund on a given day, generally at the time
the NAV is calculated. A premium is the amount that the Fund is trading above the reported NAV, expressed as a percentage of the NAV. A discount is the amount that the Fund is trading below the reported NAV, expressed as a percentage of the NAV. A
discount or premium could be significant. Information regarding the frequency of daily premiums or discounts, generally at the time the NAV is calculated, during the Funds four previous calendar quarters is available at
janushenderson.com/performance by selecting the Fund for additional details.
Investments by Other Investment Companies
The Trust and the Fund are part of the Janus Henderson family of funds and are related for purposes of investor and investment services, as defined in
Section 12(d)(1)(G) of the 1940 Act.
For purposes of the 1940 Act, Fund shares are issued by a registered investment company and purchases of Fund
shares by registered investment companies and companies relying on Section 3(c)(1) or 3(c)(7) of the Act are subject to the restrictions set forth in Section 12(d)(1) of the Act, except as permitted by an exemptive order of the SEC. The
SEC has granted the Trust such an order to permit registered investment companies to invest in Fund shares beyond the limits in Section 12(d)(1)(A), subject to certain terms and conditions, including that the registered investment company first
enter into a written agreement with the Trust regarding the terms of the investment.
Frequent trading of Fund shares does not disrupt portfolio management, increase the Funds trading costs, lead to
realization of capital gains by the Fund, or otherwise harm Fund shareholders. The vast majority of trading in Fund shares occurs on the secondary market. Because these trades do not involve the Fund, they do not harm the Fund or its shareholders. A
few institutional investors are authorized to purchase and redeem Fund shares directly with the Fund. Because these trades typically are effected in kind (i.e., for securities and not for cash), they do not cause any of the harmful effects to the
issuing fund (as previously noted) that may result from frequent cash trades. For these reasons, the Trustees of the Fund have determined that it is not necessary to adopt policies and procedures to detect and deter frequent trading and market
timing of Fund shares. However, the Funds policies and procedures regarding frequent purchases and redemptions may be modified by the Trustees at any time.
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AVAILABILITY OF PORTFOLIO HOLDINGS INFORMATION
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Each business day, the Funds portfolio holdings information is provided to the Distributor or other agent for
dissemination through the facilities of the NSCC and/or other fee-based subscription services to NSCC members and/or subscribers to entities that publish and/or analyze such information in connection with the process of purchasing or redeeming
Creation Units or trading shares of the Fund in the secondary market. In addition, on each business day before commencement of trading in shares on the NASDAQ, the Fund will disclose on janushenderson.com/info the identities and quantities of each
portfolio position held by the Fund that will form the basis for the Funds calculation of the NAV per share at the end of the business day. The Fund is also required to disclose its complete holdings as an exhibit to its reports on Form N-PORT
within 60 days of the end of the first and third fiscal quarters, and in the annual report and semiannual report to Fund shareholders.
For
additional information on these disclosures and the availability of portfolio holdings information, please refer to the Funds SAI.
22½Janus Detroit Street Trust
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SHAREHOLDER COMMUNICATIONS
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Statements and Reports
Your financial intermediary or plan sponsor is responsible for sending you periodic statements of all transactions, along with trade confirmations and tax
reporting, as required by applicable law.
Your financial intermediary or plan sponsor is responsible for providing annual and semiannual reports,
including the financial statements of the Fund. These reports show the Funds investments and the market value of such investments, as well as other information about the Fund and its operations. Please contact your financial intermediary or
plan sponsor to obtain these reports. The Funds fiscal year ends October 31.
Lost (Unclaimed/Abandoned) Accounts
It is important to maintain a correct address for each shareholder. An incorrect address may cause a shareholders account statements and other mailings
to be returned as undeliverable. Based upon statutory requirements for returned mail, your financial intermediary or plan sponsor is required to attempt to locate the shareholder or rightful owner of the account. If the financial intermediary or
plan sponsor is unable to locate the shareholder, then the financial intermediary or plan sponsor is legally obligated to deem the property unclaimed or abandoned, and subsequently escheat (or transfer) unclaimed property
(including shares of a fund) to the appropriate states unclaimed property administrator in accordance with statutory requirements. Further, your account may be deemed unclaimed or abandoned, and subsequently transferred
to your state of residence if no activity (as defined by that state) occurs within your account during the time frame specified in your states unclaimed property laws. The shareholders last known address of record determines which state
has jurisdiction. Interest or income is not earned on redemption or distribution check(s) sent to you during the time the check(s) remained uncashed.
23½Janus Detroit Street Trust
FINANCIAL HIGHLIGHTS
The financial highlights table is intended to help you understand the Funds financial performance for each fiscal period shown. Items Net asset
value, beginning of period through Net asset value, end of period reflect financial results for a single Fund share. The information for the fiscal periods shown has been audited by PricewaterhouseCoopers LLP, whose report, along
with the Funds financial statements, is included in the Annual Report, which is available upon request, and incorporated by reference into the SAI.
The total returns in the tables represent the rate that an investor would have earned (or lost) on an investment in the Fund (assuming reinvestment of all
dividends and distributions).
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For a share outstanding during each year or period ended October 31
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2019
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2018
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2017
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2016(1)
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Net Asset Value, Beginning of Period
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$40.81
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$36.77
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$28.82
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$24.75
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Income/(Loss) from Investment Operations:
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Net investment income/(loss)(2)
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0.19
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0.15
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0.10
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0.18
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Net realized and unrealized gain/(loss)
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3.30
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4.03
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7.99
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3.93
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Total from Investment Operations
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3.49
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4.18
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8.09
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4.11
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Less Dividends and Distributions:
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Dividends (from net investment income)
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(0.19)
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(0.14)
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(0.14)
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(0.04)
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Total Dividends and Distributions
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(0.19)
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(0.14)
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(0.14)
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(0.04)
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Net Asset Value, End of Period
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$44.11
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$40.81
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$36.77
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$28.82
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Total Return*
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8.60%
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11.37%
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28.14%
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16.60%
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Net assets, End of Period (in thousands)
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$97,121
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$51,099
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$22,138
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$10,146
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Average Net Assets for the Period (in thousands)
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$71,903
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$36,173
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$16,594
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$5,482
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Ratios to Average Net Assets**:
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Ratio of Gross Expenses
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0.35%
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0.50%
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0.50%
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0.50%
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Ratio of Net Investment Income/(Loss)
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0.43%
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0.37%
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0.31%
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0.93%
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Portfolio Turnover Rate(3)
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80%
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79%
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76%
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65%
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*
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Total return not annualized for periods of less than one full year.
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**
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Annualized for periods of less than one full year.
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(1)
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Period from February 23, 2016 (commencement of operations) through October 31, 2016.
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(2)
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Per share amounts are calculated based on average shares outstanding during the year or period.
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(3)
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Portfolio turnover rate excludes securities received or delivered from
in-kind processing of creation or redemptions.
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24½Janus Detroit Street Trust
This page intentionally left blank.
You can make inquiries and request other information, including a Statement of
Additional Information, annual report, or semiannual report (as they become available), free of charge, by contacting your plan sponsor, broker-dealer, or financial intermediary, or by contacting a Janus representative at 1-800-668-0434. The
Funds Statement of Additional Information and most recent annual and semiannual reports are also available, free of charge, at janushenderson.com/info. Additional information about the Funds investments is available in the Funds
annual and semiannual reports. In the Funds annual and semiannual reports, you will find a discussion of the market conditions and investment strategies that significantly affected the Funds performance during its last fiscal period.
Other information is also available from financial intermediaries that sell shares of the Fund.
The Statement of
Additional Information provides detailed information about the Fund and is incorporated into this Prospectus by reference. Reports and other information about the Fund are available on the Electronic Data Gathering Analysis and Retrieval (EDGAR)
Database on the SECs website at http://www.sec.gov. You may obtain copies of this information, after paying a duplicating fee, by electronic request at the following e-mail address: publicinfo@sec.gov.
janushenderson.com/info
151 Detroit Street
Denver, CO
80206-4805
1-800-668-0434
The Trusts Investment Company Act File No. is 811-23112.
February 28, 2020
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Ticker
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The Obesity ETF
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SLIM
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Principal U.S. Listing Exchange: The NASDAQ Stock Market LLC
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Janus Detroit Street Trust
Prospectus
The Board of Trustees of Janus
Detroit Street Trust (the Trust) approved a plan to liquidate and terminate The Obesity ETF (the Fund), effective on or about March 17, 2020 (the Liquidation Date). After the close of business on or about March
12, 2020, the Fund will no longer accept creation orders. Trading in the Fund will be halted prior to market open on or about March 13, 2020. Proceeds of the liquidation are currently scheduled to be sent to shareholders on or about March 18, 2020.
Termination of the Fund is expected to occur as soon as practicable following the liquidation. Prior to and through the close of trading on The NASDAQ Stock Market LLC (NASDAQ) on March 12, 2020, the Fund will undertake the process of
closing down and liquidating its portfolio. This process may result in the Fund holding cash and securities that may not be consistent with its investment objective and strategies. During this period, the Fund is likely to incur higher tracking
error than is typical for the Fund. Furthermore, during the time between market open on March 13, 2020 and the Liquidation Date, because shares will not be traded on NASDAQ, there may not be a trading market for the Funds shares.
Shareholders may sell shares of the Fund on NASDAQ until the market close on March 12, 2020 and may incur typical transaction fees from their broker-dealer. Shares held as of the close of business on the Liquidation Date will be automatically
redeemed for cash at the current net asset value. Proceeds of the redemption will be paid through the broker-dealer with whom you hold shares of the Fund. Shareholders will generally recognize a capital gain or loss on the redemptions. The Fund may
or may not, depending upon the Funds circumstances, pay one or more dividends or other distributions prior to or along with the redemption payments. Please consult your personal tax advisor about the potential tax consequences.
Beginning on January 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, paper copies of the Funds
shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports from your broker-dealer or other financial intermediary (such as a bank). Instead, the reports will be made available on a website, and
you will be notified by mail each time a report is posted and provided with a website link to access the report.
If you already elected to receive
shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from the Fund electronically by contacting your broker-dealer or
other financial intermediary.
You may elect to receive all future reports in paper free of charge by contacting your broker-dealer or other
financial intermediary. Your election to receive reports in paper will apply to all Funds held in your account at your broker-dealer or other financial intermediary.
The Securities and Exchange Commission has not approved or disapproved of these securities or passed on the accuracy or adequacy of this Prospectus. Any
representation to the contrary is a criminal offense.
This Prospectus describes The Obesity ETF (the Fund), a portfolio of Janus Detroit Street Trust
(the Trust). Janus Capital Management LLC (Janus Capital or Janus) serves as investment adviser to the Fund.
Shares of
the Fund are not individually redeemable and the owners of Fund shares may purchase or redeem shares from the Fund in Creation Units only, in accordance with the terms set forth in this Prospectus. The purchase and sale price of individual Fund
shares trading on an exchange may be below, at or above the most recently calculated net asset value for Fund shares.
TABLE OF CONTENTS
1½Janus Detroit Street Trust
FUND SUMMARY
The Obesity ETF
Ticker: SLIM
The Obesity ETF seeks investment results that correspond generally to the performance, before fees and expenses, of an
index which is designed to track the performance of companies globally that are positioned to profit from servicing the obese, including biotechnology, pharmaceutical, health care and medical device companies whose business is focused on obesity and
obesity related disease including diabetes, high blood pressure, cholesterol, heart disease, stroke, and sleep apnea, and companies focused on weight loss programs, weight loss supplements, or plus sized apparel.
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FEES AND EXPENSES OF THE FUND
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This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. Investors may pay brokerage
commissions on their purchases and sales of Fund shares, which are not reflected in the table or in the example below.
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ANNUAL FUND OPERATING EXPENSES
(expenses that you pay each year as a percentage of the value of your investment)
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Management Fees(1)
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0.35%
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Other Expenses
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0.00%
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Total Annual Fund Operating Expenses
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0.35%
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(1)
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The Funds Management Fee is a unitary fee that is designed to pay substantially all operating
expenses, except for distribution fees (if any), brokerage expenses or commissions, interest, dividends, taxes, litigation expenses, acquired fund fees and expenses (if any), and other extraordinary expenses not incurred in the ordinary course of
the Funds business.
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EXAMPLE:
The Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other funds. The Example assumes that you invest
$10,000 in the Fund for the time periods indicated and then sell all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Funds operating expenses remain the same.
Although your actual costs may be higher or lower, based on these assumptions your costs would be:
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1 Year
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3 Years
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5 Years
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10 Years
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$
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36
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$
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113
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$
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197
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$
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443
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Portfolio Turnover: The Fund pays transaction costs, such as commissions, when it buys and sells
securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in
annual fund operating expenses or in the Example, affect the Funds performance. During the most recent fiscal year, the Funds portfolio turnover rate was 22% of the average value of its portfolio.
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PRINCIPAL INVESTMENT STRATEGIES
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The Fund pursues its investment objective by investing at least 80% of its net assets (plus any borrowings for investment
purposes) in the stocks that comprise the Solactive Obesity Index (Underlying Index). The Underlying Index is designed to track the performance of companies globally that are positioned to profit from servicing the obese, including
biotechnology, pharmaceutical, health care and medical device companies whose business is focused on obesity and obesity related disease including diabetes, high blood pressure, cholesterol, heart disease, stroke, and sleep apnea, and companies
focused on weight loss programs, weight loss supplements, or plus sized apparel. Under normal circumstances, the Fund expects to invest substantially all of its assets in securities included in the Underlying Index, using a replication strategy as
discussed below. The Fund may invest in companies of any capitalization, although at least 90% of the companies will have a capitalization of at least $100 million. The Fund may invest in foreign issuers, including emerging markets. Stocks included
in the Underlying Index may include common shares traded on local exchanges, American Depositary Receipts (ADRs) and Global Depositary Receipts (GDRs). ADRs and GDRs represent
2½The Obesity ETF
ownership interests in shares of foreign companies that are held in financial institution custodial accounts, and are traded on exchanges in the United States and around the world.
The Fund is classified as nondiversified, which allows it to hold larger positions in a smaller number of companies, compared to a fund that is classified as
diversified.
The Underlying Index, the Solactive Obesity Index, was created by and is maintained by Solactive AG (Solactive or the Index
Provider). The Underlying Index is reconstituted on a semi-annual basis, rebalanced on a quarterly basis, and the Fund is rebalanced quarterly based on changes to the Underlying Index. The Fund uses a passive, index-based approach
in seeking performance that corresponds to the performance of the Underlying Index. The underlying securities are weighted according to their market capitalization relative to other securities in the Underlying Index, and capped so that no security
will represent more than 20% of the Underlying Index at the time of an index reconstitution or rebalance. Due to market movement between rebalancing and reconstitution of the Underlying Index, an underlying security may represent more than 20% of
the Underlying Index at any given time, and thus may represent more than 20% of the Funds assets at any given time.
The Fund will generally use a
replication methodology, meaning it will invest in the securities composing the Underlying Index in proportion to the weightings in the Underlying Index. However, the Fund may utilize a sampling methodology under various circumstances in which it
may not be possible or practicable to purchase all of the securities in the Underlying Index. Janus Capital expects that over time, if the Fund has sufficient assets, the correlation between the Funds performance, before fees and expenses, and
that of the Underlying Index will be 95% or better. A figure of 100% would indicate perfect correlation.
Under normal circumstances, the Fund expects to
invest substantially all of its assets in securities included in the Underlying Index, although it may invest up to 20% its assets in other securities that Janus Capital believes will help the Fund track the Underlying Index. Such investments
include stocks, shares of other investment companies, cash and cash equivalents, including money market funds.
To the extent the Underlying Index
concentrates (i.e., holds 25% or more of its total assets) in the securities of a particular industry or group of industries, the Fund will concentrate its investments to approximately the same extent as the Underlying Index. As of February 1, 2020,
approximately 64% of the Underlying Index was represented by companies in the Health Care Equipment & Services Industry. For more recent information, see the Funds daily portfolio holdings posted on the ETF portion of the Janus Henderson
website.
The Fund may lend portfolio securities on a short-term or long-term basis, in an amount equal to up to one-third of its total assets as
determined at the time of the loan origination.
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PRINCIPAL INVESTMENT RISKS
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The Funds returns and yields will vary, and you could lose money. The principal risks and special considerations
associated with investing in the Fund are set forth below.
Market Risk. The value of the Funds portfolio may decrease if
the value of an individual company or security, or multiple companies or securities, in the portfolio decreases. Further, regardless of how well individual companies or securities perform, the value of the Funds portfolio could also decrease
if there are deteriorating economic or market conditions. It is important to understand that the value of your investment may fall, sometimes sharply, in response to changes in the market, and you could lose money. Market risk may affect a single
issuer, industry, economic sector, or the market as a whole. The Underlying Index has exposure to the small-, mid- and/or large capitalization sectors of the stock market, and therefore at times the Fund may underperform the overall stock market.
Equity Investing Risk. The Funds investment in the securities composing the Underlying Index involves risks of investing in
a portfolio of equity securities, such as market fluctuations, changes in interest rates and perceived trends in stock prices.
Concentration
Risk. The Fund focuses its investments in companies that service the obese, many of which are in the health care sector. Because of this, companies in the Funds portfolio may share common characteristics and may be more
sensitive to factors such as government regulation and cost containment measures, rapid changes in technology, and product cycles. As a result, the Fund may be subject to greater risks and the value of its investments may fluctuate more than a fund
that does not focus its investments. In addition, the Funds assets will generally be concentrated in an industry or group of industries to the extent that the Funds Underlying Index concentrates in a particular industry or group of
industries. In addition, to the extent the Fund invests a substantial portion of its assets in an industry or group of industries, market or economic factors impacting that industry or group
3½The Obesity ETF
of industries could have a significant effect on the value of the Funds investments. Companies in the same or similar industries may share common characteristics and are more likely to
react similarly to industry-specific market or economic developments. Additionally, the Funds performance may be more volatile when the Funds investments are less diversified across industries. The Funds assets will not be
concentrated if the Underlying Index does not concentrate in a particular industry or group of industries.
Health Care Equipment & Services
Industry Risk. Health care equipment and services companies are affected by rising costs of medical products, devices and services and the increased emphasis on the delivery of health care through outpatient services. Competition
among health care equipment and services companies is high and can be significantly affected by extensive government regulation or government reimbursement for medical expenses. The equipment and services may be subject to extensive litigation based
on malpractice claims, product liability claims or other litigation. Medical equipment manufacturers are heavily dependent on patent protection and the expiration of patents may adversely affect their profitability. Many new health care products are
subject to the approval of the U.S. Food and Drug Administration (FDA), the process for which is often long and expensive.
Small- and
Mid-Sized Companies Risk. The Funds investments in securities issued by small- and mid-sized companies, which can include smaller, start-up companies offering emerging products or services, may involve greater risks than are
customarily associated with larger, more established companies. Securities issued by small- and mid-sized companies tend to be more volatile and somewhat more speculative than securities issued by larger or more established companies and may
underperform as compared to the securities of larger companies. Securities issued by micro-capitalization companies tend to be significantly more volatile, and more vulnerable to adverse business and economic developments, than those of larger
companies. For example, small- and micro-capitalization companies may be more likely to merge with or be acquired by another company, resulting in delisting of the securities held by the Fund.
Growth Securities Risk. Securities of companies perceived to be growth companies may be more volatile than other stocks
and may involve special risks. If the perception of a companys growth potential is not realized, the securities purchased may not perform as expected, reducing the Funds returns. In addition, because different types of stocks tend to
shift in and out of favor depending on market and economic conditions, growth stocks may perform differently from the market as a whole, and other types of securities.
Foreign Exposure Risk. The Fund may have exposure to foreign markets as a result of its investments in foreign securities, including
investments in emerging markets, which can be more volatile than the U.S. markets. As a result, its returns and net asset value per share (NAV) may be affected to a large degree by fluctuations in currency exchange rates or political or
economic conditions in a particular country. In some foreign markets, there may not be protection against failure by other parties to complete transactions. It may not be possible for the Fund to repatriate capital, dividends, interest, and other
income from a particular country or governmental entity. In addition, a market swing in one or more countries or regions where the Fund has invested a significant amount of its assets may have a greater effect on the Funds performance than it
would in a more geographically diversified portfolio.
Eurozone Risk. A number of countries in the European Union
(EU) have experienced, and may continue to experience, severe economic and financial difficulties. In particular, many EU nations are susceptible to economic risks associated with high levels of debt, notably due to investments in
sovereign debt. As a result, financial markets in the EU have been subject to increased volatility and declines in asset values and liquidity. Responses to these financial problems by European governments, central banks, and others, including
austerity measures and reforms, may not work, may result in social unrest, and may limit future growth and economic recovery or have other unintended consequences. The risk of investing in securities in the European markets may also be heightened
due to the referendum in which the United Kingdom voted to exit the EU (known as Brexit). There is considerable uncertainty about how Brexit will be conducted, how negotiations of necessary treaties and trade agreements will conclude, or
how financial markets will react. To the extent that the Fund has exposure to European markets or to transactions tied to the value of the euro, these events could negatively affect the value and liquidity of the Funds investments. All of
these developments may continue to significantly affect the economies of all EU countries, which in turn may have a material adverse effect on the Funds investments in such countries, other countries that depend on EU countries for significant
amounts of trade or investment, or issuers with exposure to debt issued by certain EU countries.
Geographic Investment Risk. To
the extent that the Fund invests a significant portion of its assets in a particular country or geographic region, the Fund will generally have more exposure to certain risks due to possible political, economic, social, or
4½The Obesity ETF
regulatory events in that country or region. Adverse developments in certain regions could also adversely affect securities of other countries whose economies appear to be unrelated and could
have a negative impact on the Funds performance.
Nondiversification Risk. The Fund is classified as nondiversified
under the Investment Company Act of 1940, as amended (1940 Act). This gives the Funds portfolio managers more flexibility to hold larger positions in a smaller number of securities. As a result, an increase or decrease in the value
of a single security held by the Fund may have a greater impact on the Funds NAV and total return.
Methodology and Model
Risk. Neither the Fund nor Janus Capital can offer assurances that tracking the Underlying Index will capture the growth of companies positioned to benefit from servicing the obese, or be appropriate for every investor seeking a
particular risk profile. Underlying Index risks include, but are not limited to, the risk that the factors used to determine the components of the Underlying Index, as applied by the Index Provider in accordance with the Underlying Index
methodology, might not select securities that individually, or in the aggregate, are positioned to benefit from servicing the obese.
Passive
Investment Risk. The Fund is not actively managed and therefore the Fund might not sell shares of a security due to current or projected underperformance of a security, industry or sector, unless that security is removed from the
Underlying Index or the selling of shares is otherwise required upon a rebalancing of the Underlying Index.
Early Close/Trading Halt
Risk. An exchange or market may close or issue trading halts on specific securities, or the ability to buy or sell certain securities or financial instruments may be restricted, which may result in the Fund being unable to buy or
sell certain securities or financial instruments. In such circumstances, the Fund may be unable to rebalance its portfolio, may be unable to accurately price its investments and/or may incur substantial trading losses.
Index Tracking Risk. The Funds return may not match or achieve a high degree of correlation with the return of the Underlying
Index. To the extent the Fund utilizes a sampling approach, it may experience tracking error to a greater extent than if the Fund sought to fully replicate the Underlying Index. In addition, the Fund may hold fewer than the total number of
securities in the Underlying Index. Further, the Fund may hold securities or other investments not included in the Underlying Index but which Janus Capital believes will help the Fund track the Underlying Index. Such investments may not perform as
expected.
Index Provider Risk. The Fund seeks to achieve returns that generally correspond, before fees and expenses, to the
performance of the Underlying Index, as published by the Index Provider. There is no assurance that the Index Provider will compile the Underlying Index accurately, or that the Underlying Index will be determined, composed or calculated accurately.
While the Index Provider gives descriptions of what the Underlying Index is designed to achieve, the Index Provider generally does not provide any warranty or accept any liability in relation to the quality, accuracy or completeness of data in such
index, and it generally does not guarantee that the Underlying Index will be in line with its methodology. Errors made by the Index Provider with respect to the quality, accuracy and completeness of the data within the Underlying Index may occur
from time to time and may not be identified and corrected by the Index Provider for a period of time, if at all. Therefore, gains, losses or costs associated with Index Provider errors will generally be borne by the Fund and its shareholders.
Trading Issues Risk. Although Fund shares are listed for trading on The NASDAQ Stock Market LLC (NASDAQ), there can be no
assurance that an active trading market for such shares will develop or be maintained. The lack of an active market for Fund shares, as well as periods of high volatility, disruptions in the creation/redemption process, or factors affecting the
liquidity of the underlying securities held by the Fund, may result in the Funds shares trading at a premium or discount to its NAV. If an investor purchases shares at a time when the market price is at a premium to the NAV or sells at a time
when the market price is at a discount to the NAV, the investor may sustain losses.
Trading in Fund shares may be halted due to market conditions or for
reasons that, in the view of the NASDAQ, make trading in Fund shares inadvisable. In addition, trading is subject to trading halts caused by extraordinary market volatility pursuant to the NASDAQ circuit breaker rules. There can be no
assurance that the requirements of the NASDAQ necessary to maintain the Funds listing will continue to be met or will remain unchanged. During a flash crash, the market prices of the Funds shares may decline suddenly and
significantly. Such a decline may not reflect the performance of the portfolio securities held by the Fund. Flash crashes may cause Authorized Participants and other market makers to limit or cease trading in the Funds shares for temporary or
longer periods. Shareholders could suffer significant losses to the extent that they sell shares at these temporarily low market prices.
Fluctuation
of NAV. The NAV of the Fund shares will generally fluctuate with changes in the market value of the Funds securities holdings. The market prices of shares will generally fluctuate in accordance with changes in the
Funds NAV and supply and
5½The Obesity ETF
demand of shares on the NASDAQ. An absence of trading in shares of the Fund, or a high volume of trading in the Fund, may result in trading prices that differ significantly from the Funds
NAV. It cannot be predicted whether Fund shares will trade below, at or above the Funds NAV. If an investor purchases shares at a time when the market price is at a premium to the NAV of the shares or sells at a time when the market price is
at a discount to the NAV of the shares, then the investor may sustain losses. Further, the securities held by the Fund may be traded in markets that close at a different time than the NASDAQ. Liquidity in those securities may be reduced after the
applicable closing times. Accordingly, during the time when the NASDAQ is open but after the applicable market closing, bid-ask spreads and the resulting premium or discount to the Fund shares NAV may widen. Similarly, the NASDAQ may be closed
at times or days when markets for securities held by the Fund are open, which may increase bid-ask spreads and the resulting premium or discount to the Fund shares NAV when the NASDAQ re-opens.
Authorized Participant Risk. The Fund may have a limited number of financial institutions that may act as Authorized Participants
(APs). Only APs who have entered into agreements with the Funds distributor may engage in creation or redemption transactions directly with the Fund. To the extent that those APs exit the business or are unable to process creation
and/or redemption orders, and no other AP is able to step forward to create and redeem in either of these cases, shares may trade like closed-end fund shares at a premium or a discount to NAV and possibly face delisting.
Securities Lending Risk. The Fund may seek to earn additional income through lending its securities to certain qualified
broker-dealers and institutions. There is the risk that when portfolio securities are lent, the securities may not be returned on a timely basis, and the Fund may experience delays and costs in recovering the security or gaining access to the
collateral provided to the Fund to collateralize the loan. If the Fund is unable to recover a security on loan, the Fund may use the collateral to purchase replacement securities in the market. There is a risk that the value of the collateral could
decrease below the cost of the replacement security by the time the replacement investment is made, resulting in a loss to the Fund.
An investment in
the Fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
The following information provides some indication of the risks of investing in the Fund by showing how the Funds
performance has varied over time. The bar chart depicts the change in performance from year to year during the periods indicated. The table compares the Funds average annual returns for the periods indicated to a broad-based securities market
index and the index the Fund seeks to track. The indices are not available for direct investment. All figures assume reinvestment of dividends and distributions.
The Funds past performance (before and after taxes) does not necessarily indicate how it will perform in the future. Updated performance information
is available at janushenderson.com/performance or by calling 1-800-668-0434.
The Obesity ETF
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Annual Total Returns (calendar year-end)
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Best Quarter: 4th Quarter
2019 13.94% Worst Quarter: 4th Quarter 2018 16.28%
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6½The Obesity ETF
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Average Annual Total Returns (periods ended 12/31/19)
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1 year
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Since
Inception
6/8/2016
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The Obesity ETF
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Return Before Taxes
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20.93
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%
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13.13
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Return After Taxes on Distributions
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20.75
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%
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12.98
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%
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Return After Taxes on Distributions and Sale of Fund
Shares
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12.50
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%
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10.32
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%
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Solactive Obesity Index(1)
(reflects no deductions for fees, expenses or taxes)
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21.26
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%
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13.52
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%
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MSCI All Country World Index(1)
(reflects no deductions for fees, expenses or taxes, except foreign withholding taxes)
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26.60
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%
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11.60
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%
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(1)
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Index performance shown in the table is the total return, which assumes reinvestment of any dividends and
distributions during the time periods shown.
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After-tax returns in the table above are calculated using the historical highest
individual U.S. federal marginal income tax rates and do not reflect the impact of state or local taxes. Actual after-tax returns depend on your individual tax situation and may differ from those shown in the preceding table. The after-tax return
information shown above does not apply to Fund shares held through a tax-advantaged account, such as a 401(k) plan or an IRA.
Investment Adviser: Janus Capital Management LLC
Portfolio Managers: Benjamin Wang, CFA, is Co-Portfolio Manager of the Fund, which he has co-managed since inception. Scott M.
Weiner, DPhil, is Co-Portfolio Manager of the Fund, which he has co-managed since inception.
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PURCHASE AND SALE OF FUND SHARES
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Unlike shares of traditional mutual funds, shares of the Fund are not individually redeemable and may only be purchased or
redeemed directly from the Fund at NAV in large increments called Creation Units (25,000 or more shares per Creation Unit) through certain participants, known as Authorized Participants. Janus Capital may modify the Creation
Unit size with prior notification to the Funds Authorized Participants. See the ETF portion of the Janus Henderson website for the Funds current Creation Unit size. The Fund will generally issue or redeem Creation Units in exchange for
portfolio securities (and an amount of cash) that the Fund specifies each day. Except when aggregated in Creation Units, Fund shares are not redeemable securities of the Fund.
Shares of the Fund are listed and trade on the NASDAQ, and individual investors can purchase or sell shares in much smaller increments for cash in the
secondary market through a broker. These transactions, which do not involve the Fund, are made at market prices that may vary throughout the day and differ from the Funds NAV. As a result, you may pay more than NAV (at a premium) when you
purchase shares, and receive less than NAV (at a discount) when you sell shares, in the secondary market.
The Funds distributions are taxable, and will be taxed as ordinary income or capital gains, unless you are investing
through a tax-advantaged arrangement, such as a 401(k) plan or an individual retirement account (in which case you may be taxed at ordinary income tax rates upon withdrawal of your investment from such account). A sale of Fund shares may result in a
capital gain or loss.
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PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL
INTERMEDIARIES
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If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), Janus Capital and/or its
affiliates may pay broker-dealers or intermediaries for the sale and/or maintenance of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to
recommend the Fund over another investment. Ask your salesperson or visit your financial intermediarys website for more information.
7½The Obesity ETF
ADDITIONAL INFORMATION ABOUT
THE FUND
Please refer to the following important information when reviewing the Fees and Expenses of the Fund table
in the Fund Summary of the Prospectus. The fees and expenses shown were determined based on average net assets as of the Funds most recent fiscal year ended October 31, 2019.
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Annual Fund Operating Expenses are paid out of the Funds assets. You do not pay these fees
directly but, as the Example in the Fund Summary shows, these costs are borne indirectly by all shareholders.
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The Management Fee is the rate paid by the Fund to Janus Capital for providing certain services.
Refer to Management Expenses in this Prospectus for additional information with further description in the Statement of Additional Information (SAI).
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include taxes and governmental fees, brokerage fees, commissions and other transaction expenses, costs of
borrowing money, including interest expenses, securities lending expenses, and extraordinary expenses (such as litigation and indemnification expenses).
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include acquired fund fees and expenses, which are indirect expenses the Fund may incur as a result of investing
in shares of an underlying fund. Acquired Fund refers to any underlying fund (including, but not limited to, exchange-traded funds) in which a fund invests or has invested during the period. If applicable, or unless otherwise indicated
in the Funds Fees and Expenses table, such amounts are less than 0.01% and are included in the Funds Other Expenses.
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ADDITIONAL INVESTMENT STRATEGIES AND GENERAL PORTFOLIO
POLICIES
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The Funds Board of Trustees (Trustees) may change the Funds investment objective or non-fundamental
principal investment strategies without a shareholder vote. The Fund will notify you in writing at least 60 days or as soon as reasonably practicable before making any such change it considers material. In addition, the Fund will provide
shareholders with at least 60 days notice prior to changing the 80% investment policy. If there is a material change to the Funds objective or principal investment strategies, you should consider whether the Fund remains an appropriate
investment for you. There is no guarantee that the Fund will achieve its investment objective.
The Funds portfolio holdings are disclosed on its
website daily after the close of trading on the exchange and prior to the opening of trading on the exchange the following day. A description of the Funds policies and procedures with respect to the disclosure of the Funds portfolio
holdings is available in the Funds SAI. Information about the premiums and discounts at which the Funds shares have traded is available at janushenderson.com/performance by selecting the Fund for additional details.
Unless otherwise stated, the following additional investment strategies and general policies apply to the Fund and provide further information including, but
not limited to, the types of securities the Fund may invest in when implementing its investment objective. Some of these strategies and policies may be part of a principal strategy. Other strategies and policies may be utilized to a lesser extent.
Except for the Funds policies with respect to investments in illiquid investments and borrowing, the percentage limitations included in these policies and elsewhere in this Prospectus and/or the SAI normally apply only at the time of initial
purchase of a security. So, for example, if the Fund exceeds a limit as a result of market fluctuations or the sale of other securities, it will not be required to dispose of any securities and may continue to purchase such securities in order to
track the Underlying Index.
Securities Lending
Although not considered a principal investment strategy, the Fund may seek to earn additional income through lending its securities to certain qualified
broker-dealers and institutions on a short-term or long-term basis. The Fund may lend portfolio securities on a short-term or long-term basis, in an amount equal to up to one-third of its total assets as determined at the time of the loan
origination. When the Fund lends its securities, it receives collateral (including cash collateral), at least equal to the value of securities loaned. The Fund may earn income by investing this collateral in one or more affiliated or non-affiliated
cash management vehicles. It is also possible that, due to a decline in the value of a cash management vehicle in which collateral is invested, the Fund may lose money. There is also the risk that when portfolio securities are lent, the securities
may not be returned on a timely basis, and the Fund may experience delays and costs in recovering the security or gaining access to the collateral provided to the Fund to collateralize the loan. If the Fund is unable to recover a security on loan,
the Fund may use the collateral to purchase replacement securities in the market. There is a risk that the value of the collateral could decrease below the cost of the replacement security by the time the replacement investment is made, resulting in
a loss to the Fund. In
8½Janus Detroit Street Trust
certain circumstances, individual loan transactions could yield negative returns. To the extent Janus Capital manages the cash collateral in an affiliated cash management vehicle, it will receive
an investment advisory fee for managing such assets.
Swaps
Although not considered a principal investment strategy, the Fund may utilize swap agreements including, but not limited to, equity swaps, as a means to gain
exposure to certain companies or countries, provided Janus Capital believes such use will assist the Fund in tracking the Underlying Index. Equity swaps involve the exchange by two parties of future cash flow (e.g., one cash flow based on a
referenced interest rate and the other based on the performance of stock or a stock index).
Non-Index Investments
Although not considered a principal investment strategy, the Fund may invest in investments that are not included in the Underlying Index, but which Janus
Capital believes will help the Fund track the Underlying Index. Such investments include common stocks, ADRs, GDRs, shares of other investment companies, and cash and cash equivalents, including money market funds. There may be instances where a
stock is removed from the Underlying Index but Janus Capital may elect to hold it for tax-related purposes, or where the Fund receives non-Underlying Index stocks in a corporate action and does not sell the stocks until the next rebalance date.
Janus Capital may also choose to hold non-Underlying Index stocks due to an optimization methodology to more efficiently track the Underlying Index. Use of an optimization methodology would entail the use of a program or model designed to identify
securities that are not included in the Underlying Index, but would be expected to behave similarly to securities that are in the Underlying Index.
The value of your investment will vary over time, sometimes significantly, and you may lose money by investing in the Fund. The
Fund invests substantially all of its assets in small-, mid- and large capitalization stocks. The following information is intended to help you better understand some of the risks of investing in the Fund. The impact of the following risks on the
Fund may vary depending on the Funds investments. The greater the Funds investment in a particular security, the greater the Funds exposure to the risks associated with that security. Before investing in the Fund, you should
consider carefully the risks that you assume when investing in the Fund.
Index Tracking Risk. Tracking error refers to the
risk that Janus Capital may not be able to cause the Funds performance to match or correlate to that of the Underlying Index, either on a daily or aggregate basis. There are a number of factors that may contribute to the Funds tracking
error, such as Fund expenses, imperfect correlation between the Funds investments and those of the Underlying Index, settlement in foreign markets, rounding of share prices, the timing or magnitude of changes to the composition of the
Underlying Index, regulatory policies, and a high portfolio turnover rate. The Fund incurs operating expenses not applicable to the Underlying Index and incurs costs associated with buying and selling securities, especially when rebalancing the
Funds securities holdings to reflect changes in the composition of the Underlying Index. In addition, mathematical compounding may prevent the Fund from correlating with the monthly, quarterly, annual, or other period performance of the
Underlying Index. Tracking error may cause the Funds performance to be less than expected.
Passive Investment
Risk. The Fund is not actively managed. Therefore, unless a specific security is removed from the Underlying Index, or the selling of shares of that security is otherwise required upon a rebalancing of the Underlying Index
pursuant to the Underlying Index methodology, the Fund generally would not sell a security because the securitys issuer was in financial trouble. If a specific security is removed from the Underlying Index, the Fund may be forced to sell such
security at an inopportune time or for a price other than the securitys current market value. An investment in the Fund involves risks similar to those of investing in equity securities traded on an exchange, such as market fluctuations caused
by such factors as economic and political developments, changes in interest rates and perceived trends in security prices. It is anticipated that the value of Fund shares will decline, more or less, in correspondence with any decline in value of the
Underlying Index.
The Underlying Index may not contain the appropriate mix of securities for any particular point in the business cycle of the overall
economy, particular economic sectors, or narrow industries within which the commercial activities of the companies composing the portfolio securities holdings of the Fund are conducted, and the timing of movements from one type of security to
another in seeking to replicate the Underlying Index could have a negative effect on the Fund. Unlike with an actively managed fund, Janus Capital does not use techniques or defensive strategies designed to lessen the effects of market volatility or
to reduce the impact of periods of market decline. This means that, based on market and economic conditions, the Funds performance could be lower than other types of mutual funds that may actively shift their portfolio assets to take advantage
of market opportunities or to lessen the impact of a market decline.
9½Janus Detroit Street Trust
Fluctuation of NAV. The NAV of the Fund shares will generally fluctuate with
changes in the market value of the Funds securities holdings. The market prices of shares will generally fluctuate in accordance with changes in the Funds NAV and supply and demand of shares on the NASDAQ. It cannot be predicted whether
Fund shares will trade below, at or above their NAV. Price differences may be due, in large part, to the fact that supply and demand forces at work in the secondary trading market for shares will be closely related to, but not identical to, the same
forces influencing the prices of the securities of the Underlying Index trading individually or in the aggregate at any point in time. In addition, during periods of significant volatility, the liquidity of the underlying securities held by the Fund
may affect the Funds trading prices. While the creation/redemption feature is designed to make it likely that Fund shares normally will trade close to the Funds NAV, disruptions to creations and redemptions may result in trading prices
that differ significantly from the Funds NAV. An absence of trading in shares of the Fund, or a high volume of trading in the Fund, may result in trading prices that differ significantly from the Funds NAV. If an investor purchases Fund
shares at a time when the market price is at a premium to the NAV of the shares or sells at a time when the market price is at a discount to the NAV of the shares, then the investor may sustain losses. Further, the securities held by the Fund may be
traded in markets that close at a different time than the NASDAQ. Liquidity in those securities may be reduced after the applicable closing times. Accordingly, during the time when the NASDAQ is open but after the applicable market closing, bid-ask
spreads and the resulting premium or discount to the Fund shares NAV may widen. Similarly, the NASDAQ may be closed at times or days when markets for securities held by the Fund are open, which may increase bid-ask spreads and the resulting
premium or discount to the Fund shares NAV when the NASDAQ re-opens.
Transaction and Spread Risk. Investors buying or
selling Fund shares in the secondary market will pay brokerage commissions or other charges imposed by brokers as determined by that broker. Brokerage commissions are often a fixed amount and may be a significant proportional cost for investors
seeking to buy or sell relatively small amounts of shares. In addition, secondary market investors will also incur the cost of the difference between the price that an investor is willing to pay for shares (the bid price) and the price
at which an investor is willing to sell shares (the ask price). This difference in bid and ask prices is often referred to as the spread or bid/ask spread. The bid/ask spread varies over time for shares based on
trading volume and market liquidity, and is generally lower if the Funds shares have more trading volume and market liquidity and higher if the Funds shares have little trading volume and market liquidity. Further, increased market
volatility and trading halts affecting any of the Funds portfolio securities may cause increased bid/ask spreads. Due to the costs of buying or selling shares, including bid/ask spreads, frequent trading of shares may significantly reduce
investment results and an investment in shares may not be advisable for investors who anticipate regularly making small investments.
Trading Issues
Risk. Trading in shares on the NASDAQ may be halted due to market conditions or for reasons that, in the view of the NASDAQ, make trading in shares inadvisable. In addition, trading in shares on the NASDAQ is subject to trading
halts caused by extraordinary market volatility pursuant to the NASDAQ circuit breaker rules. There can be no assurance that the requirements of the NASDAQ necessary to maintain the listing of the Fund will continue to be met or will
remain unchanged or that the shares will trade with any volume, or at all. While the creation/redemption feature is designed to make it likely that shares will trade close to the Funds NAV, disruptions to creations and redemptions may result
in trading prices that differ significantly from the Funds NAV. If an investor purchases shares at a time when the market price is at a premium to the NAV of the shares or sells at a time when the market price is at a discount to the NAV of
the shares, then the investor may sustain losses. In addition, during periods of significant volatility, the liquidity of the underlying securities held by the Fund may affect the Funds trading prices. For example, when the Funds
underlying securities trade on foreign exchanges that are closed when the securities exchange on which the Funds shares trade is open, this may result in deviations between the current price of such an underlying security and the last quoted
price for the underlying security. This could result in premiums or discounts to the Funds NAV. During a flash crash, the market prices of the Funds shares may decline suddenly and significantly. Such a decline may not
reflect the performance of the portfolio securities held by the Fund. Flash crashes may cause Authorized Participants and other market makers to limit or cease trading in the Funds shares for temporary or longer periods. Shareholders could
suffer significant losses to the extent that they sell shares at these temporarily low market prices.
ADR/GDR Risk. To the extent
the Fund seeks exposure to foreign companies, the Funds investments may be in the form of depositary receipts or other securities convertible into securities of foreign issuers, including ADRs and GDRs. While the use of ADRs and GDRs, which
are traded on exchanges and represent ownership in foreign securities, provide an alternative to directly purchasing the underlying foreign securities in their respective national markets and currencies, investments in ADRs and GDRs continue to be
subject to certain of the risks associated with investing directly in foreign securities.
10½Janus Detroit Street Trust
Swap Risk. Swap agreements entail the risk that a party will default on its
payment obligations to the Fund. If the other party to a swap defaults, the Fund would risk the loss of the net amount of the payments that it contractually is entitled to receive. If the Fund utilizes a swap at the wrong time or judges market
conditions incorrectly, the swap may result in a loss to the Fund.
Foreign Exposure Risk. The Fund may invest in foreign equity
securities either indirectly (e.g., depositary receipts, depositary shares, and passive foreign investment companies) or directly in foreign markets, including emerging markets. With respect to investments in securities of issuers or companies that
are economically tied to different countries throughout the world, securities may be deemed to be economically tied to a particular country based on such factors as the issuers country of incorporation, primary listing, and other factors
including, but not limited to operations, revenues, headquarters, management, and shareholder base. Investments in foreign securities, may involve greater risks than investing in domestic securities because the Funds performance may depend on
factors other than the performance of a particular company. These factors include:
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Currency Risk. As long as the Fund holds a foreign security, its value will be affected
by the value of the local currency relative to the U.S. dollar. When the Fund sells a foreign currency denominated security, the value of the security may be worth less in U.S. dollars even if the security increases in value in its home country.
U.S. dollar-denominated securities of foreign issuers may also be affected by currency risk, as the value of these securities may also be affected by changes in the issuers local currency.
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Political and Economic Risk. Foreign investments may be subject to heightened political
and economic risks, particularly in emerging markets which may have relatively unstable governments, immature economic structures, national policies restricting investments by foreigners, social instability, and different and/or developing legal
systems. In some countries, there is the risk that the government may take over the assets or operations of a company or that the government may impose withholding and other taxes or limits on the removal of the Funds assets from that country.
In addition, the economies of emerging markets may be predominantly based on only a few industries, may be highly vulnerable to changes in local or global trade conditions, and may suffer from extreme and volatile debt burdens or inflation rates.
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Regulatory Risk. There may be less government supervision of foreign markets. As a
result, foreign issuers may not be subject to the uniform accounting, auditing, and financial reporting standards and practices applicable to domestic issuers, and there may be less publicly available information about foreign issuers.
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Foreign Market Risk. Foreign securities markets, particularly those of emerging market
countries, may be less liquid and more volatile than domestic markets. These securities markets may trade a small number of securities, may have a limited number of issuers and a high proportion of shares, or may be held by a relatively small number
of persons or institutions. Local securities markets may be unable to respond effectively to increases in trading volume, potentially making prompt liquidation of substantial holdings difficult or impossible at times. It is also possible that
certain markets may require payment for securities before delivery, and delays may be encountered in settling securities transactions. In some foreign markets, there may not be protection against failure by other parties to complete transactions. It
may not be possible for the Fund to repatriate capital, dividends, interest, and other income from a particular country or governmental entity. In addition, securities of issuers located in or economically tied to countries with emerging markets may
have limited marketability and may be subject to more abrupt or erratic price movements which could also have a negative effect on the Fund. Such factors may hinder the Funds ability to buy and sell emerging market securities in a timely
manner, affecting the Funds investment strategies and potentially affecting the value of the Fund.
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Geographic Investment Risk. To the extent the Fund invests a significant portion of its
assets in a particular country or geographic region, the Fund will generally have more exposure to certain risks due to possible political, economic, social, or regulatory events in that country or region. Adverse developments in certain regions
could also adversely affect securities of other countries whose economies appear to be unrelated and could have a negative impact on the Funds performance.
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Transaction Costs. Costs of buying, selling, and holding foreign securities, including
brokerage, tax, and custody costs, may be higher than those involved in domestic transactions.
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Settlement Delays. Foreign securities have different settlement procedures which may
lead to delays in the Funds settlement of certain portfolio transactions.
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Eurozone Risk. A number of
countries in the European Union (EU) have experienced, and may continue to experience, severe economic and financial difficulties. In particular, many EU nations are susceptible to economic risks associated with high levels of debt,
notably due to investments in sovereign debt. As a result, financial markets in the EU have been subject to increased
11½Janus Detroit Street Trust
volatility and declines in asset values and liquidity. Responses to these financial problems by European governments, central banks, and others, including austerity measures and reforms, may not
work, may result in social unrest, and may limit future growth and economic recovery or have other unintended consequences. Further defaults or restructurings by governments and others of their debt could have additional adverse effects on
economies, financial markets, and asset valuations around the world. The risk of investing in securities in the European markets may also be heightened due to the referendum in which the United Kingdom voted to exit the EU (known as
Brexit). One or more other countries may also abandon the euro and/or withdraw from the EU, placing its currency and banking system in jeopardy. The impact of these actions, especially if they occur in a disorderly fashion, is not clear
but could be significant and far-reaching. To the extent that the Fund has exposure to European markets or to transactions tied to the value of the euro, these events could negatively affect the value and liquidity of the Funds investments.
All of these developments may continue to significantly affect the economies of all EU countries, which in turn may have a material adverse effect on the Funds investments in such countries, other countries that depend on EU countries for
significant amounts of trade or investment, or issuers with exposure to debt issued by certain EU countries.
These risks are described further in the
SAI.
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INFORMATION REGARDING THE UNDERLYING INDEX
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The Underlying Index is composed of stocks of companies selected by the Index Provider that are positioned to profit from
servicing the obese. A company is deemed to service the obese by the Index Provider if its business is focused: (1) on obesity and obesity related disease including diabetes, high blood pressure, cholesterol, heart disease, stroke, and sleep
apnea; or (2) on weight loss programs, weight loss supplements, or plus sized apparel. For a company to be deemed to service the obese, its obesity-related business as defined above must be a material
driver of its current and future business. 100% of the companies in the Underlying Index will be obesity companies. For at least 80% of the Underlying Index, on a capitalization-weighted basis, a majority of a companys revenues, sales, or
assets comes from obesity business. The Index Provider may solicit public comment from time to time on companies that it should consider as eligible for inclusion in the Underlying Index.
For detailed information on how stocks are selected for inclusion in the Underlying Index, see the Solactive Obesity Index Methodology document, available at
the Index Providers website.
The Underlying Index is compiled and administered by Solactive AG. The Index Provider is not affiliated with the
Fund or Janus Capital.
12½Janus Detroit Street Trust
MANAGEMENT OF THE FUND
Janus Capital Management LLC, 151 Detroit Street, Denver, Colorado 80206-4805, is the investment adviser to the Fund. Janus
Capital is responsible for the day-to-day management of the Funds investment portfolio and furnishes continuous advice and recommendations concerning the Funds investments. Janus Capital also provides certain administration and other
services and is responsible for other business affairs of the Fund.
Janus Capital (together with its predecessors and affiliates) has served as investment
adviser to Janus Henderson mutual funds since 1970 and currently serves as investment adviser to all of the Janus Henderson funds, including Janus Henderson exchange-traded funds, acts as subadviser for a number of private-label mutual funds, and
provides separate account advisory services for institutional accounts and other unregistered products.
Janus Capital has received an exemptive order from
the Securities and Exchange Commission (SEC) that permits Janus Capital, subject to the approval of the Trustees, to appoint or replace certain subadvisers to manage all or a portion of the Funds assets and enter into, amend, or
terminate a subadvisory agreement with certain subadvisers without obtaining shareholder approval (a manager-of-managers structure). The manager-of-managers structure applies to subadvisers that are not affiliated with the Trust or Janus
Capital (non-affiliated subadvisers), as well as any subadviser that is an indirect or direct wholly-owned subsidiary (as such term is defined by the 1940 Act) of Janus Capital or of
another company that, indirectly or directly, wholly owns Janus Capital (collectively, wholly-owned subadvisers).
Pursuant to the order, Janus
Capital, with the approval of the Trustees, has the discretion to terminate any subadviser and allocate and reallocate the Funds assets among Janus Capital and any other non-affiliated subadvisers or wholly-owned subadvisers (including
terminating a non-affiliated subadviser and replacing it with a wholly-owned subadviser). Janus Capital, subject to oversight and supervision by the Trustees, has responsibility to oversee any subadviser to the Fund and to recommend for approval by
the Trustees, the hiring, termination, and replacement of subadvisers for the Fund. The order also permits the Fund to disclose subadvisers fees only in the aggregate in the SAI. In the event that Janus Capital hires a new subadviser pursuant
to the manager-of-managers structure, the Fund would provide shareholders with information about the new subadviser and subadvisory agreement within 90 days.
Under its unitary fee structure, the Fund pays Janus Capital a Management Fee in return for providing certain
investment advisory, supervisory, and administrative services to the Fund, including the costs of transfer agency, custody, fund administration, legal, audit, and other services. Janus Capitals fee structure is designed to pay substantially
all of the Funds expenses. However, the Fund bears other expenses which are not covered under the Management Fee which may vary and affect the total level of expenses paid by shareholders, such as distribution fees (if any), brokerage expenses
or commissions, interest, dividends, taxes, litigation expenses, acquired fund fees and expenses (if any), and extraordinary expenses.
The Funds
Management Fee is calculated daily and paid monthly. The Funds advisory agreement details the Management Fee and other expenses that the Fund must pay.
The following table reflects the Funds contractual Management Fee rate for the most recent fiscal year (expressed as an annual rate). The rates shown are
fixed rates based on the Funds daily net assets.
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Fund Name
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Daily
Net Assets
of the
Fund
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Contractual
Management Fee %
(annual rate)
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The Obesity ETF
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$0-$500 million
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0.35
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Next $500 million
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0.28
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Over $1 billion
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0.20
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13½Janus Detroit Street Trust
The chart below shows the Funds hypothetical, blended fee rate based on the Funds daily net assets at
varying asset levels.
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Fund Assets
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Hypothetical
Effective Blended Rate
Management Fee (%)
(annual
rate)
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$500 million
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0.35
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$750 million
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0.327
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$1.0 billion
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0.315
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$1.25 billion
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0.292
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$1.5 billion
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0.277
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$2.0 billion
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0.258
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$2.5 billion
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0.246
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$3.0 billion
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0.238
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$4.0 billion
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0.229
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$5.0 billion
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0.223
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$6.0 billion
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0.219
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For the fiscal year ended October 31, 2019, the aggregate fee paid to Janus Capital, as a percentage of average net assets,
was 0.35%. A discussion regarding the basis for the Trustees approval of the Funds investment advisory agreement is included in the Funds annual report (for the period ending October 31) or semiannual report (for the period ending
April 30) to shareholders. You can request the Funds annual or semiannual reports (as they become available), free of charge, by contacting your broker-dealer, plan sponsor, or financial intermediary, or by contacting a Janus representative at
1-800-668-0434. The reports are also available, free of charge, at janushenderson.com/info.
The Obesity ETF
Co-Portfolio Managers
Benjamin Wang and Scott M. Weiner are jointly responsible for the day-to-day management of the Fund, with no limitation on the authority of any co-portfolio manager in relation to the others.
Benjamin Wang, CFA, is Co-Portfolio Manager of the Fund, which he has co-managed since inception. He is also Portfolio Manager of
other Janus accounts. Mr. Wang joined Janus Capital in November 2014 following Janus Capitals acquisition of VelocityShares, LLC. Prior to joining Janus Capital, Mr. Wang was Vice President at VelocityShares, LLC from 2012 to 2014,
and an execution trader at Goldman Sachs Asset Management from 2007 to 2011. He holds a Bachelor of Science degree and a Master of Engineering in Computer Science from the Massachusetts Institute of Technology, and a Master of Science degree in
Financial Engineering from Columbia University. Mr. Wang holds the Chartered Financial Analyst designation.
Scott M.
Weiner, DPhil, is Co-Portfolio Manager of the Fund, which he has co-managed since inception. He is also Portfolio Manager of other Janus accounts. Mr. Weiner joined Janus Capital in November 2014 following Janus Capitals
acquisition of VelocityShares, LLC. Prior to joining Janus Capital, Mr. Weiner was Managing Director at VelocityShares, LLC from 2011 to 2014, and Managing Director and U.S. Head of Equity Derivatives and Quantitative Strategy at Deutsche Bank
from 2005 to 2010. He holds an Economics degree from the Wharton School of the University of Pennsylvania, a Masters degree in Economics from the University of Oxford, and also received his Doctorate in Economics from the University of Oxford.
Information about the portfolio managers compensation structure and other accounts managed is included in the SAI.
Conflicts of Interest
Janus Capital manages many funds
and numerous other accounts, which may include separate accounts and other pooled investment vehicles, such as hedge funds. Side-by-side management of multiple accounts, including the management of a cash collateral pool for securities lending and
investing the Janus Henderson funds cash, may give rise to conflicts of interest among those accounts, and may create potential risks, such as the risk that investment activity in one account may adversely affect another account. For example,
short sale activity in an account could adversely affect the market value of long positions in one
14½Janus Detroit Street Trust
or more other accounts (and vice versa). Side-by-side management may raise additional potential conflicts of interest relating to the allocation of investment opportunities and the aggregation
and allocation of trades.
In addition, from time to time, Janus Capital or its affiliates may, subject to compliance with applicable law, purchase and
hold shares of the Fund for their own accounts, or may purchase shares of the Fund for the benefit of their clients, including other Janus Henderson Funds. Increasing the Funds assets may enhance the Funds profile with financial
intermediaries and platforms, investment flexibility and trading volume. Janus Capital and its affiliates reserve the right, subject to compliance with applicable law, to dispose of at any time some or all of the shares of the Fund acquired for
their own accounts or for the benefit of their clients. A large sale of Fund shares by Janus Capital or its affiliates could significantly reduce the asset size of the Fund, which might have an adverse effect on the Funds investment
flexibility or trading volume. Janus Capital considers the effect of redemptions on the Fund and other shareholders in deciding whether to dispose of its shares of the Fund.
Janus Capital believes it has appropriately designed and implemented policies and procedures to mitigate these and other potential conflicts of interest. A
further discussion of potential conflicts of interest and policies and procedures intended to mitigate them is contained in the Funds SAI.
15½Janus Detroit Street Trust
OTHER INFORMATION
Creation Units for the Fund are distributed by ALPS Distributors, Inc. (the Distributor), which is a member of the
Financial Industry Regulatory Authority, Inc. (FINRA). To obtain information about FINRA member firms and their associated persons, you may contact FINRA at www.finra.org, or 1-800-289-9999.
Solactive AG (Solactive or the Index Provider) is the Index Provider for the Underlying Index. Janus
Capital has entered into a license agreement with Solactive to use the Underlying Index.
Disclaimers
Neither Solactive nor any of its affiliates make any representation or warranty, express or implied, to the owners of the Fund or any member of the public
regarding the advisability of investing in securities generally or in the Fund particularly or the ability of the Underlying Index to track general market performance. The Underlying Index is determined, composed, and calculated by Solactive without
regard to Janus Capital or the Fund. Solactive has no obligation to take the needs of Janus Capital or the owners of the Fund into consideration in determining, composing, or calculating the Underlying Index. Solactive is not responsible for and has
not participated in the determination of the timing of, prices at, or quantities of the Fund to be issued or in the determination or calculation of the equation by which the Fund is to be converted into cash.
ALTHOUGH SOLACTIVE SHALL OBTAIN INFORMATION FOR INCLUSION IN OR FOR USE IN THE CALCULATION OF THE UNDERLYING INDEX FROM SOURCES WHICH IT CONSIDERS RELIABLE, IT
DOES NOT GUARANTEE THE QUALITY, ACCURACY AND/OR THE COMPLETENESS OF THE UNDERLYING INDEX OR ANY DATA INCLUDED THEREIN AND SHALL HAVE NO LIABILITY FOR ERRORS OR OMISSIONS OF ANY KIND RELATED TO THE UNDERLYING INDEX OR DATA. SOLACTIVE MAKES NO
WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY JANUS CAPITAL, OWNERS OF THE FUND, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE UNDERLYING INDEX OR ANY DATA INCLUDED THEREIN IN CONNECTION WITH THE RIGHTS LICENSED TO JANUS CAPITAL
FOR ANY OTHER USE. SOLACTIVE MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE UNDERLYING INDEX OR ANY DATA INCLUDED THEREIN.
WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL IT HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.
Janus Capital does not guarantee the accuracy and/or the completeness of the Underlying Index or any data included therein, and Janus Capital shall have no
liability for any errors, omissions or interruptions therein. Janus Capital makes no warranty, express or implied, as to results to be obtained by the Fund, owners of the shares of the Fund or any other person or entity from the use of the
Underlying Index or any data included therein. Janus Capital makes no express or implied warranties, and expressly disclaims all warranties of merchantability or fitness for a particular purpose or use with respect to the Underlying Index or any
data included therein. Without limiting any of the foregoing, in no event shall Janus Capital have any liability for any special, punitive, direct, indirect or consequential damages (including lost profits) arising out of matters relating to the use
of the Underlying Index even if notified of the possibility of such damages.
16½Janus Detroit Street Trust
DIVIDENDS, DISTRIBUTIONS AND
TAXES
To avoid taxation of the Fund, the Internal Revenue Code requires the Fund to distribute all or substantially all of its net
investment income and any net capital gains realized on its investments at least annually.
Distribution Schedule
Dividends from net investment income are generally declared and distributed to shareholders quarterly. Distributions of net capital gains are declared and
distributed at least annually. Dividends may be declared and paid more frequently to improve Underlying Index tracking or to comply with the distribution requirements of the Internal Revenue Code. The date you receive your distribution may vary
depending on how your intermediary processes trades. Dividend payments are made through Depository Trust Company (DTC) participants and indirect participants to beneficial owners then of record with proceeds received from the Fund.
Please consult your intermediary for details.
How Distributions Affect the Funds NAV
Distributions, other than daily income dividends, are paid to shareholders as of the record date of a distribution of the Fund, regardless of how long the
shares have been held. Undistributed income and net capital gains are included in the Funds daily NAV. The Funds NAV drops by the amount of the distribution, net of any subsequent market fluctuations. For example, assume that on
December 31, the Fund declared a dividend in the amount of $0.25 per share. If the Funds NAV was $10.00 on December 30, the Funds NAV on December 31 would be $9.75, barring market fluctuations. You should be aware that
distributions from a taxable fund do not increase the value of your investment and may create income tax obligations.
No dividend reinvestment service is
provided by the Trust. Financial intermediaries may make available the DTC book-entry Dividend Reinvestment Service for use by beneficial owners of Fund shares for reinvestment of their dividend distributions. Beneficial owners should contact their
financial intermediary to determine the availability and costs of the service and the details of participation therein. Financial intermediaries may require beneficial owners to adhere to specific procedures and timetables. If this service is
available and used, dividend distributions of both income and net capital gains will be automatically reinvested in additional whole shares of the Fund purchased in the secondary market.
As with any investment, you should consider the tax consequences of investing in the Fund. The following is a general
discussion of certain federal income tax consequences of investing in the Fund. The discussion does not apply to qualified tax-advantaged accounts or other non-taxable entities, nor is it a complete analysis
of the federal income tax implications of investing in the Fund. You should consult your tax adviser regarding the effect that an investment in the Fund may have on your particular tax situation, including the federal, state, local, and foreign tax
consequences of your investment.
Taxes on Distributions
Distributions by the Fund are subject to federal income tax, regardless of whether the distribution is made in cash or reinvested in additional shares of the
Fund. Distributions from net investment income (which includes dividends, interest, and realized net short-term capital gains), other than qualified dividend income, are taxable to shareholders as ordinary income. Distributions of qualified dividend
income are taxed to individuals and other noncorporate shareholders at long-term capital gain rates, provided certain holding period and other requirements are satisfied. Dividends received from REITs, certain foreign corporations, and income
received in lieu of dividends in a securities lending transaction generally will not constitute qualified dividend income. Distributions of net capital gain (i.e., the excess of net long-term capital gain over net short-term capital
loss) are taxable as long-term capital gain, regardless of how long a shareholder has held Fund shares. Individuals, trusts, and estates whose income exceeds certain threshold amounts are subject to an additional 3.8% Medicare contribution tax on
net investment income. Net investment income includes dividends paid by the Fund and capital gains from any sale or exchange of Fund shares. The Funds net investment income and capital gains are distributed to (and may be taxable to) those
persons who are shareholders of the Fund at the record date of such payments. Although the Funds total net income and net realized gain are the results of its operations, the per share amount distributed or taxable to shareholders is affected
by the number of Fund shares outstanding at the record date. Distributions declared to shareholders of record in October, November, or December and paid on or before January 31 of the succeeding year will be treated for federal income tax
purposes as if received by shareholders on December 31 of the year in which the distribution was declared. Generally, account tax information will be made available to shareholders on or before February 15 of each year. Information
regarding distributions may also be reported to the Internal Revenue Service (IRS).
17½Janus Detroit Street Trust
Taxes on Sales
Any time you sell the shares of the Fund in a taxable account, it is considered a taxable event. Depending on the purchase price and the sale price, you may
have a gain or loss on the transaction. The gain or loss will generally be treated as a long-term capital gain or loss if you held your shares for more than one year and if not held for such period, as a short-term capital gain or loss. Any tax
liabilities generated by your transactions are your responsibility.
U.S. federal income tax withholding may be required on all distributions payable to
shareholders who fail to provide their correct taxpayer identification number, fail to make certain required certifications, or who have been notified by the IRS that they are subject to backup withholding. The current backup withholding rate is
applied.
For shares purchased and sold from a taxable account, your intermediary will report cost basis information to you and to the IRS. Your
intermediary will permit shareholders to elect their preferred cost basis method. In the absence of an election, your cost basis method will be your intermediarys default method, which is often the average cost method. Please consult your tax
adviser to determine the appropriate cost basis method for your particular tax situation and to learn more about how the cost basis reporting laws apply to you and your investments.
Taxation of the Fund
Dividends, interest, and some
capital gains received by the Fund on foreign securities may be subject to foreign tax withholding or other foreign taxes.
Certain fund transactions may
involve short sales, futures, options, swap agreements, hedged investments, and other similar transactions, and may be subject to special provisions of the Internal Revenue Code that, among other things, can potentially affect the character, amount,
and timing of distributions to shareholders, and utilization of capital loss carryforwards. The Fund will monitor its transactions and may make certain tax elections and use certain investment strategies where applicable in order to mitigate the
effect of these tax provisions, if possible.
The Fund does not expect to pay any federal income or excise taxes because it intends to meet certain
requirements of the Internal Revenue Code, including the distribution each year of substantially all its net investment income and net capital gains. It is important for the Fund to meet these requirements so that any earnings on your investment
will not be subject to federal income taxes twice. If the Fund invests in a partnership, however, it may be subject to state tax liabilities.
18½Janus Detroit Street Trust
SHAREHOLDERS GUIDE
The Fund issues or redeems its shares at NAV per share only in Creation Units. Shares of the Fund are listed for trading on a national securities exchange and
trade on the secondary market during the trading day. Shares can be bought and sold throughout the trading day like shares of other publicly traded companies. There is no minimum investment. When buying or selling Fund shares through a broker, you
will incur customary brokerage commissions and charges, and you may pay some or all of the spread between the bid and offered price in the secondary market on each purchase and sale transaction. Fund shares are traded on the NASDAQ under the trading
symbol SLIM. Share prices are reported in dollars and cents per share.
Authorized Participants may acquire Fund shares directly from the Fund, and
Authorized Participants may tender their Fund shares for redemption directly to the Fund, at NAV per share, only in Creation Units and in accordance with the procedures described in the SAI.
The Board of Trustees of the Trust approved a plan to liquidate and terminate the Fund, effective on or about March 17, 2020 (the Liquidation
Date). After the close of business on or about March 12, 2020, the Fund will no longer accept creation orders. Trading in the Fund will be halted prior to market open on or about March 13, 2020. Proceeds of the liquidation are currently
scheduled to be sent to shareholders on or about March 18, 2020. Termination of the Fund is expected to occur as soon as practicable following the liquidation. During the time between market open on March 13, 2020 and the Liquidation Date, because
shares will not be traded on NASDAQ, there may not be a trading market for the Funds shares. Shareholders may sell shares of the Fund on NASDAQ until the market close on March 12, 2020 and may incur typical transaction fees from their
broker-dealer.
The per share NAV of the Fund is computed by dividing the total value of the Funds portfolio, less any liabilities, by
the total number of outstanding shares of the Fund. The Funds NAV is calculated as of the close of the regular trading session of the New York Stock Exchange (NYSE) (normally 4:00 p.m. New York time) each day that the NYSE is open.
However, the NAV may still be calculated if trading on the NYSE is restricted, provided there is sufficient pricing information available for the Fund to value its securities, or as permitted by the SEC. Foreign securities held by the Fund may be
traded on days and at times when the NYSE is closed and the NAV is therefore not calculated. Accordingly, the value of the Funds holdings may change on days that are not Business Days in the United States and on which you will not be able to
purchase or sell the Funds shares.
Securities held by the Fund are valued in accordance with policies and procedures established by and under
the supervision of the Trustees. To the extent available, equity securities (including shares of exchange-traded Funds) are generally valued on the basis of market quotations. Most fixed-income securities are typically valued using an evaluated bid
price supplied by an approved pricing service that is intended to reflect market value. The evaluated bid price is an evaluation that may consider factors such as security prices, yields, maturities, and ratings. Certain short-term instruments
maturing within 60 days or less may be valued at amortized cost, which approximates market value. If a market quotation or evaluated price for a security is not readily available or is deemed unreliable, or if an event that is expected to affect the
value of the security occurs after the close of the principal exchange or market on which the security is traded, and before the close of the NYSE, a fair value of the security will be determined in good faith under the policies and procedures. Such
events include, but are not limited to: (i) a significant event that may affect the securities of a single issuer, such as a merger, bankruptcy, or significant issuer-specific development; (ii) an event that may affect an entire market,
such as a natural disaster or significant governmental action; (iii) a non-significant event such as a market closing early or not opening, or a security trading halt; and (iv) pricing of a non-valued security and a restricted or
non-public security. This type of fair value pricing may be more commonly used with foreign equity securities, but it may also be used with, among other things, thinly-traded domestic securities or fixed-income securities. Special valuation
considerations may apply with respect to odd-lot fixed-income transactions which, due to their small size, may receive evaluated prices by pricing services which reflect a large block trade and not what actually could be obtained for the
odd-lot position. For valuation purposes, quotations of foreign portfolio securities, other assets and liabilities, and forward contracts stated in foreign currency are generally translated into U.S. dollar equivalents at the prevailing market
rates.
The value of the securities of open-end mutual funds held by the Fund, if any, will be calculated using the NAV of such open-end mutual funds, and the prospectuses for such open-end mutual funds explain the circumstances under which they use fair value pricing and the effects of using fair value pricing.
All purchases, sales, or other account activity must be processed through your financial intermediary or plan sponsor.
19½Janus Detroit Street Trust
|
DISTRIBUTION AND SERVICING FEES
|
Distribution And Shareholder Servicing Plan
The Trust has adopted a Distribution and Servicing Plan for shares of the Fund pursuant to Rule 12b-1 under the 1940 Act (the Plan). The Plan
permits compensation in connection with the distribution and marketing of Fund shares and/or the provision of certain shareholder services. The Plan permits the Fund to pay the Distributor or its designee, a fee for the sale and distribution and/or
shareholder servicing of the shares at an annual rate of up to 0.25% of average daily net assets of the shares of the Fund. However, payment of a 12b-1 Plan fee has not been authorized at this time.
Under the terms of the Plan, the Trust is authorized to make payments to the Distributor or its designee for remittance to retirement plan service providers,
broker-dealers, bank trust departments, financial advisors, and other financial intermediaries, as compensation for distribution and/or shareholder services performed by such entities for their customers who are investors in the Fund.
The 12b-1 fee may only be imposed or increased when the Trustees determine that it is in the best interests of shareholders to do so and the imposition of or
increase in the 12b-1 fee is first approved by the Funds shareholders. Because these fees are paid out of the Funds assets on an ongoing basis, to the extent that a fee is authorized and payments are made, over time they will increase
the cost of an investment in the Fund. The Plan fee may cost an investor more than other types of sales charges.
|
PAYMENTS TO FINANCIAL INTERMEDIARIES BY JANUS
CAPITAL OR ITS AFFILIATES
|
From their own assets, Janus Capital or its affiliates pay selected brokerage firms or other financial intermediaries for
making certain funds available to their clients or otherwise distributing, promoting or marketing the funds. Janus Capital or its affiliates also make payments to one or more intermediaries for information about transactions and holdings in the
funds, such as the amount of fund shares purchased, sold or held through the intermediary and or its salespersons, the intermediary platform(s) on which shares are transacted and other information related to the funds. Payments made by Janus Capital
and its affiliates may eliminate or reduce trading commissions that the intermediary would otherwise charge its customers or its salespersons in connection with the purchase or sale of certain funds. Payment by Janus Capital or its affiliates to
eliminate or reduce a trading commission creates an incentive for salespersons of the intermediary to sell the Janus Henderson funds over other funds for which a commission would be charged. The amount of these payments is determined from time to
time by Janus Capital, may be substantial, and may differ for different intermediaries. Janus Capital may determine to make payments based on any number of factors or metrics. For example, Janus Capital may make payments at year-end and/or other
intervals in a fixed amount, an amount based upon an intermediarys services at defined levels, an amount based upon the total assets represented by funds subject to arrangements with the intermediary, or an amount based on the
intermediarys net sales of one or more funds in a year or other period, any of which arrangements may include an agreed-upon minimum or maximum payment, or any combination of the foregoing. More information regarding these payments is
contained in the SAI.
With respect to non-exchange-traded Janus Henderson funds not offered in this Prospectus, Janus Capital or its affiliates pay
fees, from their own assets, to selected brokerage firms, banks, financial advisors, retirement plan service providers, and other financial intermediaries that sell the Janus Henderson funds for distribution, marketing, promotional, or related
services, and/or for providing recordkeeping, subaccounting, transaction processing, and other shareholder or administrative services (including payments for processing transactions via National Securities Clearing Corporation (NSCC) or
other means) in connection with investments in the Janus Henderson funds. These fees are in addition to any fees that may be paid by the Janus Henderson funds for certain of these types of services or other services. Shareholders investing
through an intermediary should consider whether such arrangements exist when evaluating any recommendations from an intermediary.
In addition, Janus
Capital or its affiliates may also share certain marketing expenses with intermediaries, or pay for or sponsor informational meetings, seminars, client awareness events, support for marketing materials, sales reporting, or business building programs
for such intermediaries to raise awareness of the Janus Henderson funds. Janus Capital or its affiliates may make payments to participate in intermediary marketing support programs which may provide Janus Capital or its affiliates with one or more
of the following benefits: attendance at sales conferences, participation in meetings or training sessions, access to or information about intermediary personnel, use of an intermediarys marketing and communication infrastructure, fund
analysis tools, data, business planning and strategy sessions with intermediary personnel, information on industry- or platform-specific developments, trends and service providers, and other marketing-related services. Such payments may be in
addition to, or in lieu of, the payments described above. These payments are intended to promote the sales of Janus Henderson funds and to reimburse financial intermediaries, directly or indirectly, for the costs that they or their salespersons
incur in connection with
20½Janus Detroit Street Trust
educational seminars, meetings, and training efforts about the Janus Henderson funds to enable the intermediaries and their salespersons to make suitable recommendations, provide useful services,
and maintain the necessary infrastructure to make the Janus Henderson funds available to their customers.
The receipt of (or prospect of receiving)
payments, reimbursements and other forms of compensation described above may provide a financial intermediary and its salespersons with an incentive to favor sales of Janus Henderson funds shares over sales of other funds (or non-mutual fund
investments), with respect to which the financial intermediary does not receive such payments or receives them in a lower amount. The receipt of these payments may cause certain financial intermediaries to elevate the prominence of the Janus
Henderson funds within such financial intermediarys organization by, for example, placement on a list of preferred or recommended funds and/or the provision of preferential or enhanced opportunities to promote the Janus Henderson funds in
various ways within such financial intermediarys organization.
From time to time, certain financial intermediaries approach Janus Capital to request
that Janus Capital make contributions to certain charitable organizations. In these cases, Janus Capitals contribution may result in the financial intermediary, or its salespersons, recommending Janus Henderson funds over other funds (or
non-mutual fund investments).
The payment arrangements described above will not change the price an investor pays for shares nor the amount that a
Janus Henderson fund receives to invest on behalf of the investor. You should consider whether such arrangements exist when evaluating any recommendations from an intermediary to purchase or sell shares of the Fund. Please contact your
financial intermediary or plan sponsor for details on such arrangements.
|
PURCHASING AND SELLING SHARES
|
Shares of the Fund are listed for trading on a national securities exchange during the trading day. Shares can be bought and
sold throughout the trading day like shares of other publicly traded companies. However, there can be no guarantee that an active trading market will develop or be maintained, or that the Fund shares listing will continue or remain unchanged. The
Fund does not impose any minimum investment for shares of the Fund purchased on an exchange. Buying or selling the Funds shares involves certain costs that apply to all securities transactions. When buying or selling shares of the Fund through
a financial intermediary, you may incur a brokerage commission or other charges determined by your financial intermediary. Due to these brokerage costs, if any, frequent trading may detract significantly from investment returns. In addition, you may
also incur the cost of the spread (the difference between the bid price and the ask price). The commission is frequently a fixed amount and may be a significant cost for investors seeking to buy or sell small amounts of shares.
The spread varies over time for shares of the Fund based on its trading volume and market liquidity, and is generally less if the Fund has more trading volume
and market liquidity and more if the Fund has less trading volume and market liquidity. Shares of the Fund may be acquired through the Distributor or redeemed directly with the Fund only in Creation Units or multiples thereof, as discussed in the
Creation and Redemption of Creation Units section of the SAI. Once created, shares of the Fund generally trade in the secondary market in amounts less than a Creation Unit.
The Funds primary listing exchange is the NASDAQ. The NASDAQ is open for trading Monday through Friday and is closed on the following holidays: New
Years Day, Martin Luther King, Jr. Day, Presidents Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day.
A Business Day with respect to the Fund is each day the NASDAQ is open. Orders from Authorized Participants to create or redeem Creation Units will
only be accepted on a Business Day. On days when the NASDAQ closes earlier than normal, the Fund may require orders to create or redeem Creation Units to be placed earlier in the day. In addition, to minimize brokerage and other related trading
costs associated with securities that cannot be readily transferred in-kind, the Fund may establish early trade cut-off times for Authorized Participants to submit orders for Creation Units, in accordance with the 1940 Act. See the SAI for more
information.
In compliance with the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of
2001 (USA PATRIOT Act), your financial intermediary is required to verify certain information on your account application as part of its Anti-Money Laundering Program. You will be required to provide your full name, date of birth, social
security number, and permanent street address to assist in verifying your identity. You may also be asked to provide documents that may help to establish your identity. Until verification of your identity is made, your financial intermediary may
temporarily limit additional share purchases. In addition, your financial intermediary may close an account if it is unable to
21½Janus Detroit Street Trust
verify a shareholders identity. Please contact your financial intermediary if you need additional assistance when completing your application or additional information about the
intermediarys Anti-Money Laundering Program.
In an effort to ensure compliance with this law, Janus Capitals Anti-Money Laundering Program
(the Program) provides for the development of internal practices, procedures and controls, designation of anti-money laundering compliance officers, an ongoing training program, and an independent audit function to determine the
effectiveness of the Program.
Continuous Offering
The method by which Creation Units of shares are created and traded may raise certain issues under applicable securities laws. Because new Creation Units of
shares are issued and sold by the Fund on an ongoing basis, a distribution, as such term is used in the Securities Act of 1933, as amended (the Securities Act), may occur at any point. Broker-dealers and other persons are
cautioned that some activities on their part may, depending on the circumstances, result in their being deemed participants in a distribution in a manner which could render them statutory underwriters and subject them to the prospectus delivery
requirements and liability provisions of the Securities Act. For example, a broker-dealer firm or its client may be deemed a statutory underwriter if it takes Creation Units after placing an order with the Distributor, breaks them down into
constituent shares and sells the shares directly to customers or if it chooses to couple the creation of a supply of new shares with an active selling effort involving solicitation of secondary market demand for shares. A determination of whether
one is an underwriter for purposes of the Securities Act must take into account all the facts and circumstances pertaining to the activities of the broker-dealer or its client in the particular case, and the
examples mentioned above should not be considered a complete description of all the activities that could lead to a characterization as an underwriter.
Broker-dealer firms should also note that dealers who are not underwriters but are effecting transactions in shares, whether or not participating
in the distribution of shares, are generally required to deliver a prospectus. This is because the prospectus delivery exemption in Section 4(a)(3)(C) of the Securities Act is not available in respect of such transactions as a result of
Section 24(d) of the 1940 Act. As a result, broker-dealer firms should note that dealers who are not underwriters but are participating in a distribution (as contrasted with engaging in ordinary secondary market transactions) and
thus dealing with the shares that are part of an unsold allotment within the meaning of Section 4(a)(3)(C) of the Securities Act, will be unable to take advantage of the prospectus delivery exemption provided by Section 4(a)(3) of the
Securities Act. For delivery of prospectuses to exchange members, the prospectus delivery mechanism of Rule 153 under the Securities Act is only available with respect to transactions on a national exchange.
Book Entry
Shares of the Fund are held in
book-entry form, which means that no stock certificates are issued. The DTC or its nominee is the record owner of all outstanding shares of the Fund and is recognized as the owner of all shares for all purposes.
Investors owning shares of the Fund are beneficial owners as shown on the records of DTC or its participants. DTC serves as the securities depository for
shares of the Fund. DTC participants include securities brokers and dealers, banks, trust companies, clearing corporations and other institutions that directly or indirectly maintain a custodial relationship with DTC. As a beneficial owner of
shares, you are not entitled to receive physical delivery of stock certificates or to have shares registered in your name, and you are not considered a registered owner of shares. Therefore, to exercise any right as an owner of shares, you must rely
upon the procedures of DTC and its participants. These procedures are the same as those that apply to any other exchange-traded securities that you hold in book-entry or street name form.
Share Prices
The trading prices of the Funds
shares in the secondary market generally differ from the Funds daily NAV per share and are affected by market forces such as supply and demand, economic conditions, and other factors. Information regarding the
intra-day net asset value of the Fund is disseminated every 15 seconds throughout the trading day by the national securities exchange on which the Funds shares are primarily listed or by market data
vendors or other information providers. The intra-day net asset value calculations are estimates of the value of the Funds NAV per Fund share based on the current market value of the securities and/or
cash included in the Funds intra-day net asset value basket. The intra-day net asset value does not necessarily reflect the precise composition of the current portfolio of securities and instruments held by the Fund at a particular point in
time or the best possible valuation of the current portfolio. For example, the intra-day net asset value is based on quotes and closing prices from the securities local market and may not reflect events that occur subsequent to the local
markets close. Therefore, the intra-day net asset value should not be viewed as a real-time update of the NAV, which is computed only once a day. The intra-day net asset value is generally determined by using both current market
quotations and/or price quotations obtained from broker-dealers that may trade in the portfolio securities and instruments included in the Funds intra-day net
22½Janus Detroit Street Trust
asset value basket. The Fund is not involved in, or responsible for, the calculation or dissemination of the intra-day net asset value and makes no representation or warranty as to its accuracy.
An inaccuracy in the intra-day net asset value could result from various factors, including the difficulty of pricing portfolio instruments on an intra-day basis.
Premiums and Discounts
There may be differences between
the daily market prices on secondary markets for shares of the Fund and the Funds NAV. NAV is the price per share at which the Fund issues and redeems shares. See Pricing of Fund Shares above. The price used to calculate market
returns (Market Price) of the Fund generally is determined using the midpoint between the highest bid and the lowest offer on the national securities exchange on which shares of the Fund are primarily listed for trading, as of the time
that the Funds NAV is calculated. The Funds Market Price may be at, above, or below its NAV. The NAV of the Fund will fluctuate with changes in the market value of its portfolio holdings. The Market Price of the Fund will fluctuate in
accordance with changes in its NAV, as well as market supply and demand.
Premiums or discounts are the differences (expressed as a percentage) between the
NAV and the Market Price of the Fund on a given day, generally at the time the NAV is calculated. A premium is the amount that the Fund is trading above the reported NAV, expressed as a percentage of the NAV. A discount is the amount that the Fund
is trading below the reported NAV, expressed as a percentage of the NAV. A discount or premium could be significant. Information regarding the frequency of daily premiums or discounts, generally at the time the NAV is calculated, during the
Funds four previous calendar quarters is available at janushenderson.com/performance by selecting the Fund for additional details.
Investments
by Other Investment Companies
The Trust and the Fund are part of the Janus Henderson family of funds and are related for purposes of investor and
investment services, as defined in Section 12(d)(1)(G) of the 1940 Act.
For purposes of the 1940 Act, Fund shares are issued by a registered
investment company and purchases of Fund shares by registered investment companies and companies relying on Section 3(c)(1) or 3(c)(7) of the Act are subject to the restrictions set forth in Section 12(d)(1) of the Act, except as permitted
by an exemptive order of the SEC. The SEC has granted the Trust such an order to permit registered investment companies to invest in Fund shares beyond the limits in Section 12(d)(1)(A), subject to certain terms and conditions, including that
the registered investment company first enter into a written agreement with the Trust regarding the terms of the investment.
Frequent trading of Fund shares does not disrupt portfolio management, increase the Funds trading costs, lead to
realization of capital gains by the Fund, or otherwise harm Fund shareholders. The vast majority of trading in Fund shares occurs on the secondary market. Because these trades do not involve the Fund, they do not harm the Fund or its shareholders. A
few institutional investors are authorized to purchase and redeem Fund shares directly with the Fund. Because these trades typically are effected in kind (i.e., for securities and not for cash), they do not cause any of the harmful effects to the
issuing fund (as previously noted) that may result from frequent cash trades. For these reasons, the Trustees of the Fund have determined that it is not necessary to adopt policies and procedures to detect and deter frequent trading and market
timing of Fund shares. However, the Funds policies and procedures regarding frequent purchases and redemptions may be modified by the Trustees at any time.
|
AVAILABILITY OF PORTFOLIO HOLDINGS INFORMATION
|
Each business day, the Funds portfolio holdings information is provided to the Distributor or other agent for
dissemination through the facilities of the NSCC and/or other fee-based subscription services to NSCC members and/or subscribers to entities that publish and/or analyze such information in connection with the process of purchasing or redeeming
Creation Units or trading shares of the Fund in the secondary market. In addition, on each business day before commencement of trading in shares on the NASDAQ, the Fund will disclose on janushenderson.com/info the identities and quantities of each
portfolio position held by the Fund that will form the basis for the Funds calculation of the NAV per share at the end of the business day. The Fund is also required to disclose its complete holdings as an exhibit to its reports on Form N-PORT
within 60 days of the end of the first and third fiscal quarters, and in the annual report and semiannual report to Fund shareholders.
For
additional information on these disclosures and the availability of portfolio holdings information, please refer to the Funds SAI.
23½Janus Detroit Street Trust
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SHAREHOLDER COMMUNICATIONS
|
Statements and Reports
Your financial intermediary or plan sponsor is responsible for sending you periodic statements of all transactions, along with trade confirmations and tax
reporting, as required by applicable law.
Your financial intermediary or plan sponsor is responsible for providing annual and semiannual reports,
including the financial statements of the Fund. These reports show the Funds investments and the market value of such investments, as well as other information about the Fund and its operations. Please contact your financial intermediary or
plan sponsor to obtain these reports. The Funds fiscal year ends October 31.
Lost (Unclaimed/Abandoned) Accounts
It is important to maintain a correct address for each shareholder. An incorrect address may cause a shareholders account statements and other mailings
to be returned as undeliverable. Based upon statutory requirements for returned mail, your financial intermediary or plan sponsor is required to attempt to locate the shareholder or rightful owner of the account. If the financial intermediary or
plan sponsor is unable to locate the shareholder, then the financial intermediary or plan sponsor is legally obligated to deem the property unclaimed or abandoned, and subsequently escheat (or transfer) unclaimed property
(including shares of a fund) to the appropriate states unclaimed property administrator in accordance with statutory requirements. Further, your account may be deemed unclaimed or abandoned, and subsequently transferred
to your state of residence if no activity (as defined by that state) occurs within your account during the time frame specified in your states unclaimed property laws. The shareholders last known address of record determines which state
has jurisdiction. Interest or income is not earned on redemption or distribution check(s) sent to you during the time the check(s) remained uncashed.
24½Janus Detroit Street Trust
FINANCIAL HIGHLIGHTS
The financial highlights table is intended to help you understand the Funds financial performance for each fiscal period shown. Items Net asset
value, beginning of period through Net asset value, end of period reflect financial results for a single Fund share. The information for the fiscal periods shown has been audited by PricewaterhouseCoopers LLP, whose report, along
with the Funds financial statements, is included in the Annual Report, which is available upon request, and incorporated by reference into the SAI.
The total returns in the tables represent the rate that an investor would have earned (or lost) on an investment in the Fund (assuming reinvestment of all
dividends and distributions).
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For a share outstanding during each year or period ended October 31
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2019
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2018
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2017
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2016(1)
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Net Asset Value, Beginning of Period
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|
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$34.11
|
|
|
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$28.60
|
|
|
|
$22.48
|
|
|
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$25.27
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|
|
|
|
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Income/(Loss) from Investment Operations:
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|
|
|
|
|
|
|
|
|
|
|
|
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Net investment income/(loss)(2)
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0.22
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0.16
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0.18
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|
|
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0.05
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Net realized and unrealized gain/(loss)
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|
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1.18
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|
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5.50
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6.11
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|
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(2.78)
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Total from Investment Operations
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1.40
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5.66
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|
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6.29
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|
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(2.73)
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Less Dividends and Distributions:
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|
|
|
|
|
|
|
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|
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Dividends (from net investment income)
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|
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(0.22)
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(0.15)
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|
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(0.17)
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|
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(0.05)
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Return of Capital
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|
|
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|
|
|
|
|
|
|
|
|
|
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(0.01)
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Total Dividends and Distributions
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|
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(0.22)
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|
|
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(0.15)
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|
|
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(0.17)
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|
|
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(0.06)
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Net Asset Value, End of Period
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|
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$35.29
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|
|
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$34.11
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|
|
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$28.60
|
|
|
|
$22.48
|
|
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Total Return*
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4.13%
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19.79%
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|
|
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28.05%
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|
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(10.79)%
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Net assets, End of Period (in thousands)
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|
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$10,586
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$10,232
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|
|
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$2,860
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|
|
|
$2,248
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|
Average Net Assets for the Period (in thousands)
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$11,600
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|
|
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$5,794
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|
|
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$2,543
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|
|
|
$2,478
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Ratios to Average Net Assets**:
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Ratio of Gross Expenses
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|
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0.35%
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0.50%
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|
|
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0.50%
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0.50%
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Ratio of Net Investment Income/(Loss)
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0.66%
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0.45%
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|
|
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0.71%
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|
|
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0.48%
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Portfolio Turnover Rate(3)
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22%
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|
|
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67%
|
|
|
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44%
|
|
|
|
20%
|
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*
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Total return not annualized for periods of less than one full year.
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**
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Annualized for periods of less than one full year.
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(1)
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Period from June 8, 2016 (commencement of operations) through October 31, 2016.
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(2)
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Per share amounts are calculated based on average shares outstanding during the year or period.
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(3)
|
Portfolio turnover rate excludes securities received or delivered from
in-kind processing of creation or redemptions.
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25½Janus Detroit Street Trust
You can make inquiries and request other information, including a Statement of
Additional Information, annual report, or semiannual report (as they become available), free of charge, by contacting your broker-dealer, plan sponsor, or financial intermediary, or by contacting a Janus representative at 1-800-668-0434. The
Funds Statement of Additional Information and most recent annual and semiannual reports are also available, free of charge, at janushenderson.com/info. Additional information about the Funds investments is available in the Funds
annual and semiannual reports. In the Funds annual and semiannual reports, you will find a discussion of the market conditions and investment strategies that significantly affected the Funds performance during its last fiscal period.
Other information is also available from financial intermediaries that sell shares of the Fund.
The Statement of
Additional Information provides detailed information about the Fund and is incorporated into this Prospectus by reference. Reports and other information about the Fund are available on the Electronic Data Gathering Analysis and Retrieval (EDGAR)
Database on the SECs website at http://www.sec.gov. You may obtain copies of this information, after paying a duplicating fee, by electronic request at the following e-mail address: publicinfo@sec.gov.
janushenderson.com/info
151 Detroit Street
Denver, CO
80206-4805
1-800-668-0434
The Trusts Investment Company Act File No. is 811-23112.
February 28, 2020
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Ticker
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The Long-Term Care ETF
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OLD
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Principal U.S. Listing Exchange: The NASDAQ Stock Market LLC
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Janus Detroit Street Trust
Prospectus
Beginning on January 1, 2021, as
permitted by regulations adopted by the Securities and Exchange Commission, paper copies of the Funds shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports from your broker-dealer or
other financial intermediary (such as a bank). Instead, the reports will be made available on a website, and you will be notified by mail each time a report is posted and provided with a website link to access the report.
If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may
elect to receive shareholder reports and other communications from the Fund electronically by contacting your broker-dealer or other financial intermediary.
You may elect to receive all future reports in paper free of charge by contacting your broker-dealer or other financial intermediary. Your election to
receive reports in paper will apply to all Funds held in your account at your broker-dealer or other financial intermediary.
The Securities and
Exchange Commission has not approved or disapproved of these securities or passed on the accuracy or adequacy of this Prospectus. Any representation to the contrary is a criminal offense.
This Prospectus describes The Long-Term Care ETF (the Fund), a portfolio of Janus Detroit
Street Trust (the Trust). Janus Capital Management LLC (Janus Capital or Janus) serves as investment adviser to the Fund.
Shares of the Fund are not individually redeemable and the owners of Fund shares may purchase or redeem shares from the Fund in Creation Units only, in
accordance with the terms set forth in this Prospectus. The purchase and sale price of individual Fund shares trading on an exchange may be below, at or above the most recently calculated net asset value for Fund shares.
TABLE OF CONTENTS
1½Janus Detroit Street Trust
FUND SUMMARY
The Long-Term Care ETF
Ticker: OLD
The Long-Term Care ETF seeks investment results that correspond generally to the performance, before fees and expenses,
of an index which is designed to track the performance of companies globally that are positioned to profit from providing long-term care to the aging population, including companies owning or operating senior
living facilities, nursing services, specialty hospitals, and senior housing, biotech companies for age-related illnesses, and companies that sell products and services to such facilities.
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FEES AND EXPENSES OF THE FUND
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This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. Investors may pay brokerage
commissions on their purchases and sales of Fund shares, which are not reflected in the table or in the example below.
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ANNUAL FUND OPERATING EXPENSES
(expenses that you pay each year as a percentage of the value of your investment)
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Management Fees(1)
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0.35%
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Other Expenses
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0.00%
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Total Annual Fund Operating Expenses
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0.35%
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(1)
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The Funds Management Fee is a unitary fee that is designed to pay substantially all operating
expenses, except for distribution fees (if any), brokerage expenses or commissions, interest, dividends, taxes, litigation expenses, acquired fund fees and expenses (if any), and other extraordinary expenses not incurred in the ordinary course of
the Funds business.
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EXAMPLE:
The Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other funds. The Example assumes that you invest
$10,000 in the Fund for the time periods indicated and then sell all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Funds operating expenses remain the same.
Although your actual costs may be higher or lower, based on these assumptions your costs would be:
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1 Year
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3 Years
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5 Years
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10 Years
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$36
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$
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113
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$
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197
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$
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443
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Portfolio Turnover: The Fund pays transaction costs, such as commissions, when it buys and sells
securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in
annual fund operating expenses or in the Example, affect the Funds performance. During the most recent fiscal year, the Funds portfolio turnover rate was 13% of the average value of its portfolio.
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PRINCIPAL INVESTMENT STRATEGIES
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The Fund pursues its investment objective by investing at least 80% of its net assets (plus any borrowings for investment
purposes) in the stocks that comprise the Solactive Long Term Care Index (Underlying Index). The Underlying Index is designed to track the performance of companies globally that are positioned to profit from providing long-term care to
the aging population, including companies owning or operating senior living facilities, nursing services, specialty hospitals, and senior housing, biotech companies for age-related illnesses, and companies that sell products and services to such
facilities. Under normal circumstances, the Fund expects to invest substantially all of its assets in securities included in the Underlying Index, using a replication strategy as discussed below. The Fund may invest in companies of any
capitalization, although at least 90% of the companies will have a capitalization of at least $100 million. The Fund may invest in real estate investment trusts (REITs) or similar vehicles or related securities that provide exposure to
real estate. The Fund may invest in foreign issuers, including emerging markets. Stocks included in the Underlying Index may include common shares traded on local exchanges,
2½The Long-Term Care ETF
American Depositary Receipts (ADRs) and Global Depositary Receipts (GDRs). ADRs and GDRs represent ownership interests in shares of foreign companies that are held in
financial institution custodial accounts, and are traded on exchanges in the United States and around the world.
The Fund is classified as nondiversified,
which allows it to hold larger positions in a smaller number of companies, compared to a fund that is classified as diversified.
The Underlying Index, the
Solactive Long Term Care Index, was created by and is maintained by, Solactive AG (Solactive or the Index Provider). The Underlying Index is reconstituted on a semi-annual basis, rebalanced on a quarterly basis, and the Fund
is rebalanced quarterly based on changes to the Underlying Index. The Fund uses a passive, index-based approach in seeking performance that corresponds to the performance of the Underlying Index. The underlying securities are weighted
according to their market capitalization relative to other securities in the Underlying Index, and capped so that no security will represent more than 20% of the Underlying Index at the time of an index reconstitution or rebalance. Due to market
movement between rebalancing and reconstitution of the Underlying Index, an underlying security may represent more than 20% of the Underlying Index at any given time, and thus may represent more than 20% of the Funds assets at any given time.
The Fund will generally use a replication methodology, meaning it will invest in the securities composing the Underlying Index in proportion to the
weightings in the Underlying Index. However, the Fund may utilize a sampling methodology under various circumstances in which it may not be possible or practicable to purchase all of the securities in the Underlying Index. Janus Capital expects that
over time, if the Fund has sufficient assets, the correlation between the Funds performance, before fees and expenses, and that of the Underlying Index will be 95% or better. A figure of 100% would indicate perfect correlation.
Under normal circumstances, the Fund expects to invest substantially all of its assets in securities included in the Underlying Index, although it may invest
up to 20% its assets in other securities that Janus Capital believes will help the Fund track the Underlying Index. Such investments include stocks, shares of other investment companies, cash and cash equivalents, including money market funds.
To the extent the Underlying Index concentrates (i.e., holds 25% or more of its total assets) in the securities of a particular industry or group of
industries, the Fund will concentrate its investments to approximately the same extent as the Underlying Index. As of February 1, 2020, approximately 64% of the Underlying Index was represented by companies in the Health Care REITs industry. For
more recent information, see the Funds daily portfolio holdings posted on the ETF portion of the Janus Henderson website.
The Fund may lend
portfolio securities on a short-term or long-term basis, in an amount equal to up to one-third of its total assets as determined at the time of the loan origination.
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PRINCIPAL INVESTMENT RISKS
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The Funds returns and yields will vary, and you could lose money. The principal risks and special considerations
associated with investing in the Fund are set forth below.
Market Risk. The value of the Funds portfolio may decrease if
the value of an individual company or security, or multiple companies or securities, in the portfolio decreases. Further, regardless of how well individual companies or securities perform, the value of the Funds portfolio could also decrease
if there are deteriorating economic or market conditions. It is important to understand that the value of your investment may fall, sometimes sharply, in response to changes in the market, and you could lose money. Market risk may affect a single
issuer, industry, economic sector, or the market as a whole. The Underlying Index has exposure to the small-, mid- and/or large capitalization sectors of the stock market, and therefore at times the Fund may underperform the overall stock market.
Equity Investing Risk. The Funds investment in the securities composing the Underlying Index involves risks of investing in
a portfolio of equity securities, such as market fluctuations, changes in interest rates and perceived trends in stock prices.
Concentration
Risk. The Fund focuses its investments in companies that provide long-term care to the aging population, many of which are in the health care and real estate sectors. Because of this, companies in the Funds portfolio may
share common characteristics and may be more sensitive to factors such as government regulation and cost containment measures, rapid changes in technology, and product cycles. As a result, the Fund may be subject to greater risks and the value of
its investments may fluctuate more than a fund that does not focus its investments. In addition, the Funds assets will generally be concentrated in an
3½The Long-Term Care ETF
industry or group of industries to the extent that the Funds Underlying Index concentrates in a particular industry or group of industries. To the extent the Fund invests a substantial
portion of its assets in an industry or group of industries, market or economic factors impacting that industry or group of industries could have a significant effect on the value of the Funds investments. Companies in the same or similar
industries may share common characteristics and are more likely to react similarly to industry-specific market or economic developments. Additionally, the Funds performance may be more volatile when the Funds investments are less
diversified across industries. The Funds assets will not be concentrated if the Underlying Index does not concentrate in a particular industry or group of industries.
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Health Care REITs Concentration Risk. Health care REITs are subject to the risks of investing in real estate (see Real Estate Securities Risk, below). In addition, Health
care REITS may be subject to additional risks specifically associated with the health care industry. Health care REITs may own interests in or operate facilities that may be subject to extensive government regulations, restrictions on government
reimbursement for medical expenses, rising costs of medical products and services, pricing pressure, an increased emphasis on outpatient services, industry innovation, and changes in technologies. Adverse trends in these or other healthcare provider
operations may negatively impact the value of the Funds investments in Health care REITs.
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Small- and Mid-Sized Companies
Risk. The Funds investments in securities issued by small- and mid-sized companies, which can include smaller, start-up companies offering emerging products or services, may involve greater risks than are customarily
associated with larger, more established companies. Securities issued by small- and mid-sized companies tend to be more volatile and somewhat more speculative than securities issued by larger or more established companies and may underperform as
compared to the securities of larger companies. Securities issued by micro-capitalization companies tend to be significantly more volatile, and more vulnerable to adverse business and economic developments, than those of larger companies. For
example, small- and micro-capitalization companies may be more likely to merge with or be acquired by another company, resulting in de-listing of the securities held by the Fund.
Growth Securities Risk. Securities of companies perceived to be growth companies may be more volatile than other stocks
and may involve special risks. If the perception of a companys growth potential is not realized, the securities purchased may not perform as expected, reducing the Funds returns. In addition, because different types of stocks tend to
shift in and out of favor depending on market and economic conditions, growth stocks may perform differently from the market as a whole, and other types of securities.
Foreign Exposure Risk. The Fund may have exposure to foreign markets as a result of its investments in foreign securities, including
investments in emerging markets, which can be more volatile than the U.S. markets. As a result, its returns and net asset value per share (NAV) may be affected to a large degree by fluctuations in currency exchange rates or political or
economic conditions in a particular country. In some foreign markets, there may not be protection against failure by other parties to complete transactions. It may not be possible for the Fund to repatriate capital, dividends, interest, and other
income from a particular country or governmental entity. In addition, a market swing in one or more countries or regions where the Fund has invested a significant amount of its assets may have a greater effect on the Funds performance than it
would in a more geographically diversified portfolio.
Real Estate Securities Risk. An investment in the Fund may be subject to
many of the same risks as a direct investment in real estate. The value of real estate-related companies securities is sensitive to changes in real estate values and rental income, property taxes, interest rates, tax and regulatory
requirements, supply and demand, and the management skill and creditworthiness of the company. The Fund may have substantial exposure to REITs, based on the composition of its Underlying Index at any given time. Investments in REITs involve the same
risks as other real estate investments. In addition, a REIT could fail to qualify for tax-free pass-through of its income under the Internal Revenue Code or fail to maintain its exemption from registration under the Investment Company Act of 1940,
as amended (1940 Act), which could produce adverse economic consequences for the REIT and its investors, including the Fund.
Eurozone Risk. A number of countries in the European Union (EU) have experienced, and may continue to experience, severe
economic and financial difficulties. In particular, many EU nations are susceptible to economic risks associated with high levels of debt, notably due to investments in sovereign debt. As a result, financial markets in the EU have been subject to
increased volatility and declines in asset values and liquidity. Responses to these financial problems by European governments, central banks, and others, including austerity measures and reforms, may not work, may result in social unrest, and may
limit future growth and economic recovery or have other unintended consequences. The risk of investing in securities in the European markets may also be heightened due to the referendum in which the United Kingdom voted to exit the EU (known as
Brexit).
4½The Long-Term Care ETF
There is considerable uncertainty about how Brexit will be conducted, how negotiations of necessary treaties and trade agreements will conclude, or how financial markets will react. To the extent
that the Fund has exposure to European markets or to transactions tied to the value of the euro, these events could negatively affect the value and liquidity of the Funds investments. All of these developments may continue to significantly
affect the economies of all EU countries, which in turn may have a material adverse effect on the Funds investments in such countries, other countries that depend on EU countries for significant amounts of trade or investment, or issuers with
exposure to debt issued by certain EU countries.
Geographic Investment Risk. To the extent that the Fund invests a significant
portion of its assets in a particular country or geographic region, the Fund will generally have more exposure to certain risks due to possible political, economic, social, or regulatory events in that country or region. Adverse developments in
certain regions could also adversely affect securities of other countries whose economies appear to be unrelated and could have a negative impact on the Funds performance.
Nondiversification Risk. The Fund is classified as nondiversified under the 1940 Act. This gives the Funds portfolio managers
more flexibility to hold larger positions in a smaller number of securities. As a result, an increase or decrease in the value of a single security held by the Fund may have a greater impact on the Funds NAV and total return.
Methodology and Model Risk. Neither the Fund nor Janus Capital can offer assurances that tracking the Underlying Index will capture
the growth of companies positioned to benefit from providing long-term care to the aging population, or be appropriate for every investor seeking a particular risk profile. Underlying Index risks include, but are not limited to, the risk that the
factors used to determine the components of the Underlying Index, as applied by the Index Provider in accordance with the Underlying Index methodology, might not select securities that individually, or in the aggregate, are positioned to benefit
from providing long-term care to the aging population.
Passive Investment Risk. The Fund is not actively managed
and therefore the Fund might not sell shares of a security due to current or projected underperformance of a security, industry or sector, unless that security is removed from the Underlying Index or the selling of shares is otherwise required upon
a rebalancing of the Underlying Index.
Early Close/Trading Halt Risk. An exchange or market may close or issue
trading halts on specific securities, or the ability to buy or sell certain securities or financial instruments may be restricted, which may result in the Fund being unable to buy or sell certain securities or financial instruments. In such
circumstances, the Fund may be unable to rebalance its portfolio, may be unable to accurately price its investments and/or may incur substantial trading losses.
Index Tracking Risk. The Funds return may not match or achieve a high degree of correlation with the return of the
Underlying Index. To the extent the Fund utilizes a sampling approach, it may experience tracking error to a greater extent than if the Fund sought to fully replicate the Underlying Index. In addition, the Fund may hold fewer than the total number
of securities in the Underlying Index. Further, the Fund may hold securities or other investments not included in the Underlying Index but which Janus Capital believes will help the Fund track the Underlying Index. Such investments may not perform
as expected.
Index Provider Risk. The Fund seeks to achieve returns that generally correspond, before fees and
expenses, to the performance of the Underlying Index, as published by the Index Provider. There is no assurance that the Index Provider will compile the Underlying Index accurately, or that the Underlying Index will be determined, composed or
calculated accurately. While the Index Provider gives descriptions of what the Underlying Index is designed to achieve, the Index Provider generally does not provide any warranty or accept any liability in relation to the quality, accuracy or
completeness of data in such index, and it generally does not guarantee that the Underlying Index will be in line with its methodology. Errors made by the Index Provider with respect to the quality, accuracy and completeness of the data within the
Underlying Index may occur from time to time and may not be identified and corrected by the Index Provider for a period of time, if at all. Therefore, gains, losses or costs associated with Index Provider errors will generally be borne by the Fund
and its shareholders.
Trading Issues Risk. Although Fund shares are listed for trading on The NASDAQ Stock Market LLC
(NASDAQ), there can be no assurance that an active trading market for such shares will develop or be maintained. The lack of an active market for Fund shares, as well as periods of high volatility, disruptions in the creation/redemption
process, or factors affecting the liquidity of the underlying securities held by the Fund, may result in the Funds shares trading at a premium or discount to its NAV. If an investor purchases shares at a time when the market price is at a
premium to the NAV or sells at a time when the market price is at a discount to the NAV, the investor may sustain losses.
Trading in Fund shares may be
halted due to market conditions or for reasons that, in the view of the NASDAQ, make trading in Fund shares inadvisable. In addition, trading is subject to trading halts caused by extraordinary market volatility pursuant to the
5½The Long-Term Care ETF
NASDAQ circuit breaker rules. There can be no assurance that the requirements of the NASDAQ necessary to maintain the Funds listing will continue to be met or will remain
unchanged. During a flash crash, the market prices of the Funds shares may decline suddenly and significantly. Such a decline may not reflect the performance of the portfolio securities held by the Fund. Flash crashes may cause
Authorized Participants and other market makers to limit or cease trading in the Funds shares for temporary or longer periods. Shareholders could suffer significant losses to the extent that they sell shares at these temporarily low market
prices.
Fluctuation of NAV. The NAV of the Fund shares will generally fluctuate with changes in the market value of
the Funds securities holdings. The market prices of shares will generally fluctuate in accordance with changes in the Funds NAV and supply and demand of shares on the NASDAQ. An absence of trading in shares of the Fund, or a high volume
of trading in the Fund, may result in trading prices that differ significantly from the Funds NAV. It cannot be predicted whether Fund shares will trade below, at or above the Funds NAV. If an investor purchases shares at a time when the
market price is at a premium to the NAV of the shares or sells at a time when the market price is at a discount to the NAV of the shares, then the investor may sustain losses. Further, the securities held by the Fund may be traded in markets that
close at a different time than the NASDAQ. Liquidity in those securities may be reduced after the applicable closing times. Accordingly, during the time when the NASDAQ is open but after the applicable market closing, bid-ask spreads and the
resulting premium or discount to the Fund shares NAV may widen. Similarly, the NASDAQ may be closed at times or days when markets for securities held by the Fund are open, which may increase bid-ask spreads and the resulting premium or
discount to the Fund shares NAV when the NASDAQ re-opens.
Authorized Participant Risk. The Fund may have a
limited number of financial institutions that may act as Authorized Participants (APs). Only APs who have entered into agreements with the Funds distributor may engage in creation or redemption transactions directly with the Fund.
To the extent that those APs exit the business or are unable to process creation and/or redemption orders, and no other AP is able to step forward to create and redeem in either of these cases, shares may trade like closed-end fund shares at a
premium or a discount to NAV and possibly face delisting.
Securities Lending Risk. The Fund may seek to earn
additional income through lending its securities to certain qualified broker-dealers and institutions. There is the risk that when portfolio securities are lent, the securities may not be returned on a timely basis, and the Fund may experience
delays and costs in recovering the security or gaining access to the collateral provided to the Fund to collateralize the loan. If the Fund is unable to recover a security on loan, the Fund may use the collateral to purchase replacement securities
in the market. There is a risk that the value of the collateral could decrease below the cost of the replacement security by the time the replacement investment is made, resulting in a loss to the Fund.
An investment in the Fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government
agency.
The following information provides some indication of the risks of investing in the Fund by showing how the Funds
performance has varied over time. The bar chart depicts the change in performance from year to year during the periods indicated. The table compares the Funds average annual returns for the periods indicated to a broad-based securities market
index and the index the Fund seeks to track. The indices are not available for direct investment. All figures assume reinvestment of dividends and distributions.
The Funds past performance (before and after taxes) does not necessarily indicate how it will perform in the future. Updated performance information
is available at janushenderson.com/performance or by calling 1-800-668-0434.
6½The Long-Term Care ETF
The Long-Term Care ETF
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Annual Total Returns (calendar year-end)
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Best Quarter: 2nd Quarter
2018 12.97% Worst Quarter: 1st Quarter 2018 5.62%
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Average Annual Total Returns (periods ended 12/31/19)
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1 year
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Since
Inception
6/8/2016
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The Long-Term Care ETF
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Return Before Taxes
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25.18
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%
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8.32
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%
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Return After Taxes on Distributions
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24.28
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%
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7.32
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%
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Return After Taxes on Distributions and Sale of Fund
Shares
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15.09
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%
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6.04
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%
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Solactive Long Term Care Index(1)
(reflects no deductions for fees, expenses or taxes)
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25.59
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%
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8.81
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%
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MSCI All Country World Index(1)
(reflects no deductions for fees, expenses or taxes, except foreign withholding taxes)
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26.60
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%
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11.60
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%
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(1)
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Index performance shown in the table is the total return, which assumes reinvestment of any dividends and
distributions during the time periods shown.
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After-tax returns in the table above are calculated using the historical highest
individual U.S. federal marginal income tax rates and do not reflect the impact of state or local taxes. Actual after-tax returns depend on your individual tax situation and may differ from those shown in the preceding table. The after-tax return
information shown above does not apply to Fund shares held through a tax-advantaged account, such as a 401(k) plan or an IRA.
Investment Adviser: Janus Capital Management LLC
Portfolio Managers: Benjamin Wang, CFA, is Co-Portfolio Manager of the Fund, which he has co-managed since inception.
Scott M. Weiner, DPhil, is Co-Portfolio Manager of the Fund, which he has co-managed since inception.
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PURCHASE AND SALE OF FUND SHARES
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Unlike shares of traditional mutual funds, shares of the Fund are not individually redeemable and may only be purchased or
redeemed directly from the Fund at NAV in large increments called Creation Units (25,000 shares or more per Creation Unit) through certain participants, known as Authorized Participants. Janus Capital may modify the Creation
Unit size with prior notification to the Funds Authorized Participants. See the ETF portion of the Janus Henderson website for the Funds current Creation Unit size. The Fund will generally issue or redeem Creation Units in exchange for
portfolio securities (and an amount of cash) that the Fund specifies each day. Except when aggregated in Creation Units, Fund shares are not redeemable securities of the Fund.
Shares of the Fund are listed and trade on the NASDAQ, and individual investors can purchase or sell shares in much smaller increments for cash in the
secondary market through a broker. These transactions, which do not involve the Fund, are made at
7½The Long-Term Care ETF
market prices that may vary throughout the day and differ from the Funds NAV. As a result, you may pay more than NAV (at a premium) when you purchase shares, and receive less than NAV (at a
discount) when you sell shares, in the secondary market.
The Funds distributions are taxable, and will be taxed as ordinary income or capital gains, unless you are investing
through a tax-advantaged arrangement, such as a 401(k) plan or an individual retirement account (in which case you may be taxed at ordinary income tax rates upon withdrawal of your investment from such account). A sale of Fund shares may result in a
capital gain or loss.
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PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL
INTERMEDIARIES
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If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), Janus Capital and/or its
affiliates may pay broker-dealers or intermediaries for the sale and/or maintenance of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to
recommend the Fund over another investment. Ask your salesperson or visit your financial intermediarys website for more information.
8½ Janus Detroit Street Trust
ADDITIONAL INFORMATION ABOUT
THE FUND
Please refer to the following important information when reviewing the Fees and Expenses of the Fund table
in the Fund Summary of the Prospectus. The fees and expenses shown were determined based on average net assets as of the Funds most recent fiscal year ended October 31, 2019.
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Annual Fund Operating Expenses are paid out of the Funds assets. You do not pay these fees
directly but, as the Example in the Fund Summary shows, these costs are borne indirectly by all shareholders.
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The Management Fee is the rate paid by the Fund to Janus Capital for providing certain services.
Refer to Management Expenses in this Prospectus for additional information with further description in the Statement of Additional Information (SAI).
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include taxes and governmental fees, brokerage fees, commissions and other transaction expenses, costs of
borrowing money, including interest expenses, securities lending expenses, and extraordinary expenses (such as litigation and indemnification expenses).
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include acquired fund fees and expenses, which are indirect expenses the Fund may incur as a result of investing
in shares of an underlying fund. Acquired Fund refers to any underlying fund (including, but not limited to, exchange-traded funds) in which a fund invests or has invested during the period. If applicable, or unless otherwise indicated
in the Funds Fees and Expenses table, such amounts are less than 0.01% and are included in the Funds Other Expenses.
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ADDITIONAL INVESTMENT STRATEGIES AND GENERAL PORTFOLIO
POLICIES
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The Funds Board of Trustees (Trustees) may change the Funds investment objective or non-fundamental
principal investment strategies without a shareholder vote. The Fund will notify you in writing at least 60 days or as soon as reasonably practicable before making any such change it considers material. In addition, the Fund will provide
shareholders with at least 60 days notice prior to changing the 80% investment policy. If there is a material change to the Funds objective or principal investment strategies, you should consider whether the Fund remains an appropriate
investment for you. There is no guarantee that the Fund will achieve its investment objective.
The Funds portfolio holdings are disclosed on its
website daily after the close of trading on the exchange and prior to the opening of trading on the exchange the following day. A description of the Funds policies and procedures with respect to the disclosure of the Funds portfolio
holdings is available in the Funds SAI. Information about the premiums and discounts at which the Funds shares have traded is available at janushenderson.com/performance by selecting the Fund for additional details.
Unless otherwise stated, the following additional investment strategies and general policies apply to the Fund and provide further information including, but
not limited to, the types of securities the Fund may invest in when implementing its investment objective. Some of these strategies and policies may be part of a principal strategy. Other strategies and policies may be utilized to a lesser extent.
Except for the Funds policies with respect to investments in illiquid investments and borrowing, the percentage limitations included in these policies and elsewhere in this Prospectus and/or the SAI normally apply only at the time of initial
purchase of a security. So, for example, if the Fund exceeds a limit as a result of market fluctuations or the sale of other securities, it will not be required to dispose of any securities and may continue to purchase such securities in order to
track the Underlying Index.
Real Estate Investment Trusts
Real estate investment trusts (REITs) are often categorized as equity REITs, mortgage REITs, and hybrid REITs. An equity REIT, the most common type
of REIT, invests primarily in the fee ownership of land and buildings. An equity REIT derives its income primarily from rental income but may also realize capital gains or losses by selling real estate properties in its portfolio that have
appreciated or depreciated in value. A mortgage REIT invests primarily in mortgages on real estate, which may secure construction, development, or long-term loans. A mortgage REIT generally derives its income from interest payments on the credit it
has extended. A hybrid REIT combines the characteristics of equity REITs and mortgage REITs, generally by holding both ownership interests and mortgage interests in real estate.
Securities Lending
Although not considered a principal
investment strategy, the Fund may seek to earn additional income through lending its securities to certain qualified broker-dealers and institutions on a short-term or long-term basis. The Fund may lend portfolio
9½Janus Detroit Street Trust
securities on a short-term or long-term basis, in an amount equal to up to one-third of its total assets as determined at the time of the loan origination. When the Fund lends its securities, it
receives collateral (including cash collateral), at least equal to the value of securities loaned. The Fund may earn income by investing this collateral in one or more affiliated or non-affiliated cash management vehicles. It is also possible that,
due to a decline in the value of a cash management vehicle in which collateral is invested, the Fund may lose money. There is also the risk that when portfolio securities are lent, the securities may not be returned on a timely basis, and the Fund
may experience delays and costs in recovering the security or gaining access to the collateral provided to the Fund to collateralize the loan. If the Fund is unable to recover a security on loan, the Fund may use the collateral to purchase
replacement securities in the market. There is a risk that the value of the collateral could decrease below the cost of the replacement security by the time the replacement investment is made, resulting in a loss to the Fund. In certain
circumstances, individual loan transactions could yield negative returns. To the extent Janus Capital manages the cash collateral in an affiliated cash management vehicle, it will receive an investment advisory fee for managing such assets.
Swaps
Although not considered a principal
investment strategy, the Fund may utilize swap agreements including, but not limited to, equity swaps, as a means to gain exposure to certain companies or countries, provided Janus Capital believes such use will assist the Fund in tracking the
Underlying Index. Equity swaps involve the exchange by two parties of future cash flow (e.g., one cash flow based on a referenced interest rate and the other based on the performance of stock or a stock index).
Non-Index Investments
Although not considered a
principal investment strategy, the Fund may invest in investments that are not included in the Underlying Index, but which Janus Capital believes will help the Fund track the Underlying Index. Such investments include common stocks, ADRs, GDRs,
shares of other investment companies, and cash and cash equivalents, including money market funds. There may be instances where a stock is removed from the Underlying Index but Janus Capital may elect to hold it for tax-related purposes, or where
the Fund receives non-Underlying Index stocks in a corporate action and does not sell the stocks until the next rebalance date. Janus Capital may also choose to hold non-Underlying Index stocks due to an optimization methodology to more efficiently
track the Underlying Index. Use of an optimization methodology would entail the use of a program or model designed to identify securities that are not included in the Underlying Index, but would be expected to behave similarly to securities that are
in the Underlying Index.
The value of your investment will vary over time, sometimes significantly, and you may lose money by investing in the Fund. The
Fund invests substantially all of its assets in small-, mid- and large capitalization stocks. The following information is intended to help you better understand some of the risks of investing in the Fund. The impact of the following risks on the
Fund may vary depending on the Funds investments. The greater the Funds investment in a particular security, the greater the Funds exposure to the risks associated with that security. Before investing in the Fund, you should
consider carefully the risks that you assume when investing in the Fund.
Real Estate Securities Risk. To the extent it holds
equity and/or debt securities of real estate-related companies, the Fund may be affected by the risks associated with real estate investments. The value of securities of companies in real estate and real
estate-related industries, including securities of REITs, is sensitive to decreases in real estate values and rental income, property taxes, interest rates, tax and regulatory requirements, overbuilding/supply
and demand, increased competition, local and general economic conditions, increases in operating costs, environmental liabilities, management skill in running a REIT, and the creditworthiness of the REIT. If the Fund has REIT investments, the
Funds shareholders will indirectly bear their proportionate share of the REITs expenses, in addition to their proportionate share of the Funds expenses.
REIT Risk. To the extent that the Fund holds REITs, it may be subject to the additional risks associated with REIT investments. The
ability to trade REITs in the secondary market can be more limited compared to other equity investments, and certain REITs have relatively small market capitalizations, which can increase the volatility of the market price for their securities.
REITs are also subject to heavy cash flow dependency to allow them to make distributions to their shareholders. The prices of equity REITs are affected by changes in the value of the underlying property owned by the REITs and changes in capital
markets and interest rates. Equity REITs generally are not diversified and are subject to heavy cash flow dependency, defaults by borrowers, and self-liquidation. There is also the risk that borrowers under mortgages held by a REIT or lessees of a
property that a REIT owns may be unable to meet their obligations to the REIT. In the event of a default by a borrower or lessee, the REIT may incur substantial costs associated with protecting its investments.
10½Janus Detroit Street Trust
Index Tracking Risk. Tracking error refers to the risk that Janus
Capital may not be able to cause the Funds performance to match or correlate to that of the Underlying Index, either on a daily or aggregate basis. There are a number of factors that may contribute to the Funds tracking error, such as
Fund expenses, imperfect correlation between the Funds investments and those of the Underlying Index, rounding of share prices, the timing or magnitude of changes to the composition of the Underlying Index, settlement in foreign markets,
regulatory policies, and a high portfolio turnover rate. The Fund incurs operating expenses not applicable to the Underlying Index and incurs costs associated with buying and selling securities, especially when rebalancing the Funds securities
holdings to reflect changes in the composition of the Underlying Index. In addition, mathematical compounding may prevent the Fund from correlating with the monthly, quarterly, annual, or other period performance of the Underlying Index. Tracking
error may cause the Funds performance to be less than expected.
Passive Investment Risk. The Fund is not actively
managed. Therefore, unless a specific security is removed from the Underlying Index, or the selling of shares of that security is otherwise required upon a rebalancing of the Underlying Index pursuant to the Underlying Index methodology, the Fund
generally would not sell a security because the securitys issuer was in financial trouble. If a specific security is removed from the Underlying Index, the Fund may be forced to sell such security at an inopportune time or for a price other
than the securitys current market value. An investment in the Fund involves risks similar to those of investing in equity securities traded on an exchange, such as market fluctuations caused by such factors as economic and political
developments, changes in interest rates and perceived trends in security prices. It is anticipated that the value of Fund shares will decline, more or less, in correspondence with any decline in value of the Underlying Index.
The Underlying Index may not contain the appropriate mix of securities for any particular point in the business cycle of the overall economy, particular
economic sectors, or narrow industries within which the commercial activities of the companies composing the portfolio securities holdings of the Fund are conducted, and the timing of movements from one type of security to another in seeking to
replicate the Underlying Index could have a negative effect on the Fund. Unlike with an actively managed fund, Janus Capital does not use techniques or defensive strategies designed to lessen the effects of market volatility or to reduce the impact
of periods of market decline. This means that, based on market and economic conditions, the Funds performance could be lower than other types of mutual funds that may actively shift their portfolio assets to take advantage of market
opportunities or to lessen the impact of a market decline.
Fluctuation of NAV. The NAV of the Funds shares
will generally fluctuate with changes in the market value of the Funds securities holdings. The market prices of shares will generally fluctuate in accordance with changes in the Funds NAV and supply and demand of shares on the NASDAQ.
It cannot be predicted whether Fund shares will trade below, at or above their NAV. Price differences may be due, in large part, to the fact that supply and demand forces at work in the secondary trading market for shares will be closely related to,
but not identical to, the same forces influencing the prices of the securities of the Underlying Index trading individually or in the aggregate at any point in time. In addition, during periods of significant volatility, the liquidity of the
underlying securities held by the Fund may affect the Funds trading prices. While the creation/redemption feature is designed to make it likely that Fund shares normally will trade close to the Funds NAV, disruptions to creations and
redemptions may result in trading prices that differ significantly from the Funds NAV. An absence of trading in shares of the Fund, or a high volume of trading in the Fund, may result in trading prices that differ significantly from the
Funds NAV. If an investor purchases Fund shares at a time when the market price is at a premium to the NAV of the shares or sells at a time when the market price is at a discount to the NAV of the shares, then the investor may sustain losses.
Further, the securities held by the Fund may be traded in markets that close at a different time than the NASDAQ. Liquidity in those securities may be reduced after the applicable closing times. Accordingly, during the time when the NASDAQ is open
but after the applicable market closing, bid-ask spreads and the resulting premium or discount to the Fund shares NAV may widen. Similarly, the NASDAQ may be closed at times or days when markets for securities held by the Fund are open, which
may increase bid-ask spreads and the resulting premium or discount to the Fund shares NAV when the NASDAQ re-opens.
Transaction and Spread
Risk. Investors buying or selling Fund shares in the secondary market will pay brokerage commissions or other charges imposed by brokers as determined by that broker. Brokerage commissions are often a fixed amount
and may be a significant proportional cost for investors seeking to buy or sell relatively small amounts of shares. In addition, secondary market investors will also incur the cost of the difference between the price that an investor is willing to
pay for shares (the bid price) and the price at which an investor is willing to sell shares (the ask price). This difference in bid and ask prices is often referred to as the spread or bid/ask spread.
The bid/ask spread varies over time for shares based on trading volume and market liquidity, and is generally lower if the Funds shares have more trading volume and market liquidity and higher if the Funds shares have little trading
volume and market liquidity. Further, increased market volatility and trading halts affecting any of the Funds portfolio securities may cause increased bid/ask spreads. Due to the costs of buying or selling shares, including
11½Janus Detroit Street Trust
bid/ask spreads, frequent trading of shares may significantly reduce investment results and an investment in shares may not be advisable for investors who anticipate regularly making small
investments.
Trading Issues Risk. Trading in shares on the NASDAQ may be halted due to market conditions or for
reasons that, in the view of the NASDAQ, make trading in shares inadvisable. In addition, trading in shares on the NASDAQ is subject to trading halts caused by extraordinary market volatility pursuant to the NASDAQ circuit breaker rules.
There can be no assurance that the requirements of the NASDAQ necessary to maintain the listing of the Fund will continue to be met or will remain unchanged or that the shares will trade with any volume, or at all. While the creation/redemption
feature is designed to make it likely that shares will trade close to the Funds NAV, disruptions to creations and redemptions may result in trading prices that differ significantly from the Funds NAV. If an investor purchases shares at a
time when the market price is at a premium to the NAV of the shares or sells at a time when the market price is at a discount to the NAV of the shares, then the investor may sustain losses. In addition, during periods of significant volatility, the
liquidity of the underlying securities held by the Fund may affect the Funds trading prices. For example, when the Funds underlying securities trade on foreign exchanges that are closed when the securities exchange on which the
Funds shares trade is open, this may result in deviations between the current price of such an underlying security and the last quoted price for the underlying security. This could result in premiums or discounts to the Funds NAV. During
a flash crash, the market prices of the Funds shares may decline suddenly and significantly. Such a decline may not reflect the performance of the portfolio securities held by the Fund. Flash crashes may cause Authorized
Participants and other market makers to limit or cease trading in the Funds shares for temporary or longer periods. Shareholders could suffer significant losses to the extent that they sell shares at these temporarily low market prices.
ADR/GDR Risk. To the extent the Fund seeks exposure to foreign companies, the Funds investments may be in the form
of depositary receipts or other securities convertible into securities of foreign issuers, including ADRs and GDRs. While the use of ADRs and GDRs, which are traded on exchanges and represent ownership in foreign securities, provide an alternative
to directly purchasing the underlying foreign securities in their respective national markets and currencies, investments in ADRs and GDRs continue to be subject to certain of the risks associated with investing directly in foreign securities.
Swap Risk. Swap agreements entail the risk that a party will default on its payment obligations to the Fund. If the other party
to a swap defaults, the Fund would risk the loss of the net amount of the payments that it contractually is entitled to receive. If the Fund utilizes a swap at the wrong time or judges market conditions incorrectly, the swap may result in a loss to
the Fund.
Foreign Exposure Risk. The Fund may invest in foreign equity securities either indirectly (e.g.,
depositary receipts, depositary shares, and passive foreign investment companies) or directly in foreign markets, including emerging markets. With respect to investments in securities of issuers or companies that are economically tied to different
countries throughout the world, securities may be deemed to be economically tied to a particular country based on such factors as the issuers country of incorporation, primary listing, and other factors including, but not limited to
operations, revenues, headquarters, management, and shareholder base. Investments in foreign securities, may involve greater risks than investing in domestic securities because the Funds performance may depend on factors other than the
performance of a particular company. These factors include:
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Currency Risk. As long as the Fund holds a foreign security, its value
will be affected by the value of the local currency relative to the U.S. dollar. When the Fund sells a foreign currency denominated security, the value of the security may be worth less in U.S. dollars even if the security increases in value in its
home country. U.S. dollar-denominated securities of foreign issuers may also be affected by currency risk, as the value of these securities may also be affected by changes in the issuers local currency.
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Political and Economic Risk. Foreign investments may be subject to
heightened political and economic risks, particularly in emerging markets which may have relatively unstable governments, immature economic structures, national policies restricting investments by foreigners, social instability, and different and/or
developing legal systems. In some countries, there is the risk that the government may take over the assets or operations of a company or that the government may impose withholding and other taxes or limits on the removal of the Funds assets
from that country. In addition, the economies of emerging markets may be predominantly based on only a few industries, may be highly vulnerable to changes in local or global trade conditions, and may suffer from extreme and volatile debt burdens or
inflation rates.
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Regulatory Risk. There may be less government supervision of foreign
markets. As a result, foreign issuers may not be subject to the uniform accounting, auditing, and financial reporting standards and practices applicable to domestic issuers, and there may be less publicly available information about foreign issuers.
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Foreign Market Risk. Foreign securities markets, particularly those of
emerging market countries, may be less liquid and more volatile than domestic markets. These securities markets may trade a small number of securities, may have a limited
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12½Janus Detroit Street Trust
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number of issuers and a high proportion of shares, or may be held by a relatively small number of persons or institutions. Local securities markets may be unable to respond effectively to
increases in trading volume, potentially making prompt liquidation of substantial holdings difficult or impossible at times. It is also possible that certain markets may require payment for securities before delivery, and delays may be encountered
in settling securities transactions. In some foreign markets, there may not be protection against failure by other parties to complete transactions. It may not be possible for the Fund to repatriate capital, dividends, interest, and other income
from a particular country or governmental entity. In addition, securities of issuers located in or economically tied to countries with emerging markets may have limited marketability and may be subject to more abrupt or erratic price movements which
could also have a negative effect on the Fund. Such factors may hinder the Funds ability to buy and sell emerging market securities in a timely manner, affecting the Funds investment strategies and potentially affecting the value of the
Fund.
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Geographic Investment Risk. To the extent the Fund invests a significant
portion of its assets in a particular country or geographic region, the Fund will generally have more exposure to certain risks due to possible political, economic, social, or regulatory events in that country or region. Adverse developments in
certain regions could also adversely affect securities of other countries whose economies appear to be unrelated and could have a negative impact on the Funds performance.
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Transaction Costs. Costs of buying, selling, and holding foreign securities, including
brokerage, tax, and custody costs, may be higher than those involved in domestic transactions.
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Settlement Delays. Foreign securities have different settlement procedures which may
lead to delays in the Funds settlement of certain portfolio transactions.
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Eurozone Risk. A number of
countries in the European Union (EU) have experienced, and may continue to experience, severe economic and financial difficulties. In particular, many EU nations are susceptible to economic risks associated with high levels of debt,
notably due to investments in sovereign debt. As a result, financial markets in the EU have been subject to increased volatility and declines in asset values and liquidity. Responses to these financial problems by European governments, central
banks, and others, including austerity measures and reforms, may not work, may result in social unrest, and may limit future growth and economic recovery or have other unintended consequences. Further defaults or restructurings by governments and
others of their debt could have additional adverse effects on economies, financial markets, and asset valuations around the world. The risk of investing in securities in the European markets may also be heightened due to the referendum in which the
United Kingdom voted to exit the EU (known as Brexit). One or more other countries may also abandon the euro and/or withdraw from the EU, placing its currency and banking system in jeopardy. The impact of these actions, especially if
they occur in a disorderly fashion, is not clear but could be significant and far-reaching. To the extent that the Fund has exposure to European markets or to transactions tied to the value of the euro, these events could negatively affect the value
and liquidity of the Funds investments. All of these developments may continue to significantly affect the economies of all EU countries, which in turn may have a material adverse effect on the Funds investments in such countries, other
countries that depend on EU countries for significant amounts of trade or investment, or issuers with exposure to debt issued by certain EU countries.
These risks are described further in the SAI.
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INFORMATION REGARDING THE UNDERLYING INDEX
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The Underlying Index is composed of stocks of companies selected by the Index Provider that are positioned to profit from
providing long-term care to the aging population. A company is deemed to be a long-term care company by the Index Provider if it (1) owns or operates senior living facilities, senior housing, nursing services, or specialty hospitals primarily
serving the elderly, or (2) sells products and services to such facilities. For a company to be deemed a long-term care company, its long-term care related business as defined above must be a material driver of its current and future business. 100%
of the companies in the Underlying Index will be long-term care companies. For at least 80% of the Underlying Index, on a capitalization-weighted basis, a majority of a companys revenues, sales, or assets comes from long-term care business.
The Index Provider may solicit public comment from time to time on companies that it should consider as eligible for inclusion in the Underlying Index.
For
detailed information on how stocks are selected for inclusion in the Underlying Index, see the Solactive Long Term Care Index Methodology document, available at the Index Providers website.
The Underlying Index is compiled and administered by Solactive AG. The Index Provider is not affiliated with the Fund or Janus Capital.
13½Janus Detroit Street Trust
MANAGEMENT OF THE FUND
Janus Capital Management LLC, 151 Detroit Street, Denver, Colorado 80206-4805, is the investment adviser to the Fund. Janus
Capital is responsible for the day-to-day management of the Funds investment portfolio and furnishes continuous advice and recommendations concerning the Funds investments. Janus Capital also provides certain administration and other
services and is responsible for other business affairs of the Fund.
Janus Capital (together with its predecessors and affiliates) has served as investment
adviser to Janus Henderson mutual funds since 1970 and currently serves as investment adviser to all of the Janus Henderson funds, including Janus Henderson exchange-traded funds, acts as subadviser for a number of private-label mutual funds, and
provides separate account advisory services for institutional accounts and other unregistered products.
Janus Capital has received an exemptive order from
the Securities and Exchange Commission (SEC) that permits Janus Capital, subject to the approval of the Trustees, to appoint or replace certain subadvisers to manage all or a portion of the Funds assets and enter into, amend, or
terminate a subadvisory agreement with certain subadvisers without obtaining shareholder approval (a manager-of-managers structure). The manager-of-managers structure applies to subadvisers that are not affiliated with the Trust or Janus
Capital (non-affiliated subadvisers), as well as any subadviser that is an indirect or direct wholly-owned subsidiary (as such term is defined by the 1940 Act) of Janus Capital or of
another company that, indirectly or directly, wholly owns Janus Capital (collectively, wholly-owned subadvisers).
Pursuant to the order, Janus
Capital, with the approval of the Trustees, has the discretion to terminate any subadviser and allocate and reallocate the Funds assets among Janus Capital and any other non-affiliated subadvisers or wholly-owned subadvisers (including
terminating a non-affiliated subadviser and replacing it with a wholly-owned subadviser). Janus Capital, subject to oversight and supervision by the Trustees, has responsibility to oversee any subadviser to the Fund and to recommend for approval by
the Trustees, the hiring, termination, and replacement of subadvisers for the Fund. The order also permits the Fund to disclose subadvisers fees only in the aggregate in the SAI. In the event that Janus Capital hires a new subadviser pursuant
to the manager-of-managers structure, the Fund would provide shareholders with information about the new subadviser and subadvisory agreement within 90 days.
Under its unitary fee structure, the Fund pays Janus Capital a Management Fee in return for providing certain
investment advisory, supervisory, and administrative services to the Fund, including the costs of transfer agency, custody, fund administration, legal, audit, and other services. Janus Capitals fee structure is designed to pay substantially
all of the Funds expenses. However, the Fund bears other expenses which are not covered under the Management Fee which may vary and affect the total level of expenses paid by shareholders, such as distribution fees (if any), brokerage expenses
or commissions, interest, dividends, taxes, litigation expenses, acquired fund fees and expenses (if any), and extraordinary expenses.
The Funds
Management Fee is calculated daily and paid monthly. The Funds advisory agreement details the Management Fee and other expenses that the Fund must pay.
The following table reflects the Funds contractual Management Fee rate for the most recent fiscal year (expressed as an annual rate). The rates shown are
fixed rates based on the Funds daily net assets.
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Fund Name
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Daily
Net Assets
of the
Fund
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Contractual
Management Fee %
(annual rate)
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The Long-Term Care ETF
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$0-$500 million
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0.35
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Next $500 million
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0.28
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Over $1 billion
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0.20
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14½Janus Detroit Street Trust
The chart below shows the Funds hypothetical, blended fee rate based on the Funds daily net assets at
varying asset levels.
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Fund Assets
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Hypothetical
Effective Blended Rate
Management Fee (%)
(annual
rate)
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$500 million
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0.35
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$750 million
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0.327
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$1.0 billion
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0.315
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$1.25 billion
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0.292
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$1.5 billion
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0.277
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$2.0 billion
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0.258
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$2.5 billion
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0.246
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$3.0 billion
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0.238
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$4.0 billion
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0.229
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$5.0 billion
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0.223
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$6.0 billion
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0.219
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For the fiscal year ended October 31, 2019, the aggregate fee paid to Janus Capital, as a percentage of average net assets,
was 0.35%. A discussion regarding the basis for the Trustees approval of the Funds investment advisory agreement is included in the Funds annual report (for the period ending October 31) or semiannual report (for the period ending
April 30) to shareholders. You can request the Funds annual or semiannual reports (as they become available), free of charge, by contacting your broker-dealer, plan sponsor, or financial intermediary, or by contacting a Janus representative at
1-800-668-0434. The reports are also available, free of charge, at janushenderson.com/info.
The Long-Term Care ETF
Co-Portfolio Managers
Benjamin Wang and Scott M. Weiner are jointly responsible for the day-to-day management of the Fund, with no limitation on the authority of any co-portfolio manager in relation to the others.
Benjamin Wang, CFA, is Co-Portfolio Manager of the Fund, which he has co-managed since inception. He is also Portfolio Manager of
other Janus accounts. Mr. Wang joined Janus Capital in November 2014 following Janus Capitals acquisition of VelocityShares, LLC. Prior to joining Janus Capital, Mr. Wang was Vice President at VelocityShares, LLC from 2012 to 2014,
and an execution trader at Goldman Sachs Asset Management from 2007 to 2011. He holds a Bachelor of Science degree and a Master of Engineering in Computer Science from the Massachusetts Institute of Technology, and a Master of Science degree in
Financial Engineering from Columbia University. Mr. Wang holds the Chartered Financial Analyst designation.
Scott M.
Weiner, DPhil, is Co-Portfolio Manager of the Fund, which he has co-managed since inception. He is also Portfolio Manager of other Janus accounts. Mr. Weiner joined Janus Capital in November 2014 following Janus Capitals
acquisition of VelocityShares, LLC. Prior to joining Janus Capital, Mr. Weiner was Managing Director at VelocityShares, LLC from 2011 to 2014, and Managing Director and U.S. Head of Equity Derivatives and Quantitative Strategy at Deutsche Bank
from 2005 to 2010. He holds an Economics degree from the Wharton School of the University of Pennsylvania, a Masters degree in Economics from the University of Oxford, and also received his Doctorate in Economics from the University of Oxford.
Information about the portfolio managers compensation structure and other accounts managed is included in the SAI.
Conflicts of Interest
Janus Capital manages many funds
and numerous other accounts, which may include separate accounts and other pooled investment vehicles, such as hedge funds. Side-by-side management of multiple accounts, including the management of a cash collateral pool for securities lending and
investing the Janus Henderson funds cash, may give rise to conflicts of interest among those accounts, and may create potential risks, such as the risk that investment activity in one account may adversely affect another account. For example,
short sale activity in an account could adversely affect the market value of long positions in one
15½Janus Detroit Street Trust
or more other accounts (and vice versa). Side-by-side management may raise additional potential conflicts of interest relating to the allocation of investment opportunities and the aggregation
and allocation of trades.
In addition, from time to time, Janus Capital or its affiliates may, subject to compliance with applicable law, purchase and
hold shares of the Fund for their own accounts, or may purchase shares of the Fund for the benefit of their clients, including other Janus Henderson Funds. Increasing the Funds assets may enhance the Funds profile with financial
intermediaries and platforms, investment flexibility and trading volume. Janus Capital and its affiliates reserve the right, subject to compliance with applicable law, to dispose of at any time some or all of the shares of the Fund acquired for
their own accounts or for the benefit of their clients. A large sale of Fund shares by Janus Capital or its affiliates could significantly reduce the asset size of the Fund, which might have an adverse effect on the Funds investment
flexibility or trading volume. Janus Capital considers the effect of redemptions on the Fund and other shareholders in deciding whether to dispose of its shares of the Fund.
Janus Capital believes it has appropriately designed and implemented policies and procedures to mitigate these and other potential conflicts of interest. A
further discussion of potential conflicts of interest and policies and procedures intended to mitigate them is contained in the Funds SAI.
16½Janus Detroit Street Trust
OTHER INFORMATION
Creation Units for the Fund are distributed by ALPS Distributors, Inc. (the Distributor), which is a member of the
Financial Industry Regulatory Authority, Inc. (FINRA). To obtain information about FINRA member firms and their associated persons, you may contact FINRA at www.finra.org, or 1-800-289-9999.
Solactive AG (Solactive or the Index Provider) is the Index Provider for the Underlying Index. Janus
Capital has entered into a license agreement with Solactive to use the Underlying Index.
Disclaimers
Neither Solactive nor any of its affiliates make any representation or warranty, express or implied, to the owners of the Fund or any member of the public
regarding the advisability of investing in securities generally or in the Fund particularly or the ability of the Underlying Index to track general market performance. The Underlying Index is determined, composed, and calculated by Solactive without
regard to Janus Capital or the Fund. Solactive has no obligation to take the needs of Janus Capital or the owners of the Fund into consideration in determining, composing, or calculating the Underlying Index. Solactive is not responsible for and has
not participated in the determination of the timing of, prices at, or quantities of the Fund to be issued or in the determination or calculation of the equation by which the Fund is to be converted into cash.
ALTHOUGH SOLACTIVE SHALL OBTAIN INFORMATION FOR INCLUSION IN OR FOR USE IN THE CALCULATION OF THE UNDERLYING INDEX FROM SOURCES WHICH IT CONSIDERS RELIABLE, IT
DOES NOT GUARANTEE THE QUALITY, ACCURACY AND/OR THE COMPLETENESS OF THE UNDERLYING INDEX OR ANY DATA INCLUDED THEREIN AND SHALL HAVE NO LIABILITY FOR ERRORS OR OMISSIONS OF ANY KIND RELATED TO THE UNDERLYING INDEX OR DATA. SOLACTIVE MAKES NO
WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY JANUS CAPITAL, OWNERS OF THE FUND, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE UNDERLYING INDEX OR ANY DATA INCLUDED THEREIN IN CONNECTION WITH THE RIGHTS LICENSED TO JANUS CAPITAL
FOR ANY OTHER USE. SOLACTIVE MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE UNDERLYING INDEX OR ANY DATA INCLUDED THEREIN.
WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL IT HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.
Janus Capital does not guarantee the accuracy and/or the completeness of the Underlying Index or any data included therein, and Janus Capital shall have no
liability for any errors, omissions or interruptions therein. Janus Capital makes no warranty, express or implied, as to results to be obtained by the Fund, owners of the shares of the Fund or any other person or entity from the use of the
Underlying Index or any data included therein. Janus Capital makes no express or implied warranties, and expressly disclaims all warranties of merchantability or fitness for a particular purpose or use with respect to the Underlying Index or any
data included therein. Without limiting any of the foregoing, in no event shall Janus Capital have any liability for any special, punitive, direct, indirect or consequential damages (including lost profits) arising out of matters relating to the use
of the Underlying Index even if notified of the possibility of such damages.
17½Janus Detroit Street Trust
DIVIDENDS, DISTRIBUTIONS AND
TAXES
To avoid taxation of the Fund, the Internal Revenue Code requires the Fund to distribute all or substantially all of its net
investment income and any net capital gains realized on its investments at least annually.
Distribution Schedule
Dividends from net investment income are generally declared and distributed to shareholders quarterly. Distributions of net capital gains are declared and
distributed at least annually. Dividends may be declared and paid more frequently to improve Underlying Index tracking or to comply with the distribution requirements of the Internal Revenue Code. The date you receive your distribution may vary
depending on how your intermediary processes trades. Dividend payments are made through Depository Trust Company (DTC) participants and indirect participants to beneficial owners then of record with proceeds received from the Fund.
Please consult your intermediary for details.
How Distributions Affect the Funds NAV
Distributions, other than daily income dividends, are paid to shareholders as of the record date of a distribution of the Fund, regardless of how long the
shares have been held. Undistributed income and net capital gains are included in the Funds daily NAV. The Funds NAV drops by the amount of the distribution, net of any subsequent market fluctuations. For example, assume that on
December 31, the Fund declared a dividend in the amount of $0.25 per share. If the Funds NAV was $10.00 on December 30, the Funds NAV on December 31 would be $9.75, barring market fluctuations. You should be aware that
distributions from a taxable fund do not increase the value of your investment and may create income tax obligations.
No dividend reinvestment service is
provided by the Trust. Financial intermediaries may make available the DTC book-entry Dividend Reinvestment Service for use by beneficial owners of Fund shares for reinvestment of their dividend distributions. Beneficial owners should contact their
financial intermediary to determine the availability and costs of the service and the details of participation therein. Financial intermediaries may require beneficial owners to adhere to specific procedures and timetables. If this service is
available and used, dividend distributions of both income and net capital gains will be automatically reinvested in additional whole shares of the Fund purchased in the secondary market.
As with any investment, you should consider the tax consequences of investing in the Fund. The following is a general
discussion of certain federal income tax consequences of investing in the Fund. The discussion does not apply to qualified tax-advantaged accounts or other non-taxable entities, nor is it a complete analysis
of the federal income tax implications of investing in the Fund. You should consult your tax adviser regarding the effect that an investment in the Fund may have on your particular tax situation, including the federal, state, local, and foreign tax
consequences of your investment.
Taxes on Distributions
Distributions by the Fund are subject to federal income tax, regardless of whether the distribution is made in cash or reinvested in additional shares of the
Fund. Distributions from net investment income (which includes dividends, interest, and realized net short-term capital gains), other than qualified dividend income, are taxable to shareholders as ordinary income. Distributions of qualified dividend
income are taxed to individuals and other noncorporate shareholders at long-term capital gain rates, provided certain holding period and other requirements are satisfied. Dividends received from REITs, certain foreign corporations, and income
received in lieu of dividends in a securities lending transaction generally will not constitute qualified dividend income. Distributions of net capital gain (i.e., the excess of net long-term capital gain over net short-term capital
loss) are taxable as long-term capital gain, regardless of how long a shareholder has held Fund shares. Individuals, trusts, and estates whose income exceeds certain threshold amounts are subject to an additional 3.8% Medicare contribution tax on
net investment income. Net investment income includes dividends paid by the Fund and capital gains from any sale or exchange of Fund shares. The Funds net investment income and capital gains are distributed to (and may be taxable to) those
persons who are shareholders of the Fund at the record date of such payments. Although the Funds total net income and net realized gain are the results of its operations, the per share amount distributed or taxable to shareholders is affected
by the number of Fund shares outstanding at the record date. Distributions declared to shareholders of record in October, November, or December and paid on or before January 31 of the succeeding year will be treated for federal income tax
purposes as if received by shareholders on December 31 of the year in which the distribution was declared. Generally, account tax information will be made available to shareholders on or before February 15 of each year. Information
regarding distributions may also be reported to the Internal Revenue Service (IRS).
18½Janus Detroit Street Trust
Taxes on Sales
Any time you sell the shares of the Fund in a taxable account, it is considered a taxable event. Depending on the purchase price and the sale price, you may
have a gain or loss on the transaction. The gain or loss will generally be treated as a long-term capital gain or loss if you held your shares for more than one year and if not held for such period, as a short-term capital gain or loss. Any tax
liabilities generated by your transactions are your responsibility.
U.S. federal income tax withholding may be required on all distributions payable to
shareholders who fail to provide their correct taxpayer identification number, fail to make certain required certifications, or who have been notified by the IRS that they are subject to backup withholding. The current backup withholding rate is
applied.
For shares purchased and sold from a taxable account, your intermediary will report cost basis information to you and to the IRS. Your
intermediary will permit shareholders to elect their preferred cost basis method. In the absence of an election, your cost basis method will be your intermediarys default method, which is often the average cost method. Please consult your tax
adviser to determine the appropriate cost basis method for your particular tax situation and to learn more about how the cost basis reporting laws apply to you and your investments.
Taxation of the Fund
Dividends, interest, and some
capital gains received by the Fund on foreign securities may be subject to foreign tax withholding or other foreign taxes.
Certain fund transactions may
involve short sales, futures, options, swap agreements, hedged investments, and other similar transactions, and may be subject to special provisions of the Internal Revenue Code that, among other things, can potentially affect the character, amount,
and timing of distributions to shareholders, and utilization of capital loss carryforwards. The Fund will monitor its transactions and may make certain tax elections and use certain investment strategies where applicable in order to mitigate the
effect of these tax provisions, if possible.
The Fund does not expect to pay any federal income or excise taxes because it intends to meet certain
requirements of the Internal Revenue Code, including the distribution each year of substantially all its net investment income and net capital gains. It is important for the Fund to meet these requirements so that any earnings on your investment
will not be subject to federal income taxes twice. If the Fund invests in a partnership, however, it may be subject to state tax liabilities.
19½Janus Detroit Street Trust
SHAREHOLDERS GUIDE
The Fund issues or redeems its shares at NAV per share only in Creation Units. Shares of the Fund are listed for trading on a national securities exchange and
trade on the secondary market during the trading day. Shares can be bought and sold throughout the trading day like shares of other publicly traded companies. There is no minimum investment. When buying or selling Fund shares through a broker, you
will incur customary brokerage commissions and charges, and you may pay some or all of the spread between the bid and offered price in the secondary market on each purchase and sale transaction. Fund shares are traded on the NASDAQ under the trading
symbol OLD. Share prices are reported in dollars and cents per share.
Authorized Participants may acquire Fund shares directly from the Fund, and
Authorized Participants may tender their Fund shares for redemption directly to the Fund, at NAV per share, only in Creation Units and in accordance with the procedures described in the SAI.
The per share NAV of the Fund is computed by dividing the total value of the Funds portfolio, less any liabilities, by
the total number of outstanding shares of the Fund. The Funds NAV is calculated as of the close of the regular trading session of the New York Stock Exchange (NYSE) (normally 4:00 p.m. New York time) each day that the NYSE is open.
However, the NAV may still be calculated if trading on the NYSE is restricted, provided there is sufficient pricing information available for the Fund to value its securities, or as permitted by the SEC. Foreign securities held by the Fund may be
traded on days and at times when the NYSE is closed and the NAV is therefore not calculated. Accordingly, the value of the Funds holdings may change on days that are not Business Days in the United States and on which you will not be able to
purchase or sell the Funds shares.
Securities held by the Fund are valued in accordance with policies and procedures established by and under
the supervision of the Trustees. To the extent available, equity securities (including shares of exchange-traded funds) are generally valued on the basis of market quotations. Most fixed-income securities are typically valued using an evaluated bid
price supplied by an approved pricing service that is intended to reflect market value. The evaluated bid price is an evaluation that may consider factors such as security prices, yields, maturities, and ratings. Certain short-term instruments
maturing within 60 days or less may be valued at amortized cost, which approximates market value. If a market quotation or evaluated price for a security is not readily available or is deemed unreliable, or if an event that is expected to affect the
value of the security occurs after the close of the principal exchange or market on which the security is traded, and before the close of the NYSE, a fair value of the security will be determined in good faith under the policies and procedures. Such
events include, but are not limited to: (i) a significant event that may affect the securities of a single issuer, such as a merger, bankruptcy, or significant issuer-specific development; (ii) an event that may affect an entire market,
such as a natural disaster or significant governmental action; (iii) a non-significant event such as a market closing early or not opening, or a security trading halt; and (iv) pricing of a non-valued security and a restricted or
non-public security. This type of fair value pricing may be more commonly used with foreign equity securities, but it may also be used with, among other things, thinly-traded domestic securities or
fixed-income securities. Special valuation considerations may apply with respect to odd-lot fixed-income transactions which, due to their small size, may receive evaluated prices by pricing
services which reflect a large block trade and not what actually could be obtained for the odd-lot position. For valuation purposes, quotations of foreign portfolio securities, other assets and liabilities, and forward contracts stated in foreign
currency are generally translated into U.S. dollar equivalents at the prevailing market rates.
The value of the securities of open-end mutual funds held
by the Fund, if any, will be calculated using the NAV of such open-end mutual funds, and the prospectuses for such open-end mutual funds explain the circumstances under which they use fair value pricing and the effects of using fair value pricing.
All purchases, sales, or other account activity must be processed through your financial intermediary or plan sponsor.
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DISTRIBUTION AND SERVICING FEES
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Distribution and Shareholder Servicing Plan
The Trust has adopted a Distribution and Servicing Plan for shares of the Fund pursuant to Rule 12b-1 under the 1940 Act (the Plan). The Plan
permits compensation in connection with the distribution and marketing of Fund shares and/or the provision of certain shareholder services. The Plan permits the Fund to pay the Distributor or its designee, a fee for the sale and distribution and/or
shareholder servicing of the shares at an annual rate of up to 0.25% of average daily net assets of the shares of the Fund. However, payment of a 12b-1 Plan fee has not been authorized at this time.
20½Janus Detroit Street Trust
Under the terms of the Plan, the Trust is authorized to make payments to the Distributor or its designee for
remittance to retirement plan service providers, broker-dealers, bank trust departments, financial advisors, and other financial intermediaries, as compensation for distribution and/or shareholder services performed by such entities for their
customers who are investors in the Fund.
The 12b-1 fee may only be imposed or increased when the Trustees determine that it is in the best interests of
shareholders to do so and the imposition of or increase in the 12b-1 fee is first approved by the Funds shareholders. Because these fees are paid out of the Funds assets on an ongoing basis, to the extent that a fee is authorized and
payments are made, over time they will increase the cost of an investment in the Fund. The Plan fee may cost an investor more than other types of sales charges.
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PAYMENTS TO FINANCIAL INTERMEDIARIES BY JANUS
CAPITAL OR ITS AFFILIATES
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From their own assets, Janus Capital or its affiliates pay selected brokerage firms or other financial intermediaries for
making certain funds available to their clients or otherwise distributing, promoting or marketing the funds. Janus Capital or its affiliates also make payments to one or more intermediaries for information about transactions and holdings in the
funds, such as the amount of fund shares purchased, sold or held through the intermediary and or its salespersons, the intermediary platform(s) on which shares are transacted and other information related to the funds. Payments made by Janus Capital
and its affiliates may eliminate or reduce trading commissions that the intermediary would otherwise charge its customers or its salespersons in connection with the purchase or sale of certain funds. Payment by Janus Capital or its affiliates to
eliminate or reduce a trading commission creates an incentive for salespersons of the intermediary to sell the Janus Henderson funds over other funds for which a commission would be charged. The amount of these payments is determined from time to
time by Janus Capital, may be substantial, and may differ for different intermediaries. Janus Capital may determine to make payments based on any number of factors or metrics. For example, Janus Capital may make payments at year-end and/or other
intervals in a fixed amount, an amount based upon an intermediarys services at defined levels, an amount based upon the total assets represented by funds subject to arrangements with the intermediary, or an amount based on the
intermediarys net sales of one or more funds in a year or other period, any of which arrangements may include an agreed-upon minimum or maximum payment, or any combination of the foregoing. More information regarding these payments is
contained in the SAI.
With respect to non-exchange-traded Janus Henderson funds not offered in this Prospectus, Janus Capital or its affiliates pay
fees, from their own assets, to selected brokerage firms, banks, financial advisors, retirement plan service providers, and other financial intermediaries that sell the Janus Henderson funds for distribution, marketing, promotional, or related
services, and/or for providing recordkeeping, subaccounting, transaction processing, and other shareholder or administrative services (including payments for processing transactions via National Securities Clearing Corporation (NSCC) or
other means) in connection with investments in the Janus Henderson funds. These fees are in addition to any fees that may be paid by the Janus Henderson funds for certain of these types of services or other services. Shareholders investing through
an intermediary should consider whether such arrangements exist when evaluating any recommendations from an intermediary.
In addition, Janus Capital or
its affiliates may also share certain marketing expenses with intermediaries, or pay for or sponsor informational meetings, seminars, client awareness events, support for marketing materials, sales reporting, or business building programs for such
intermediaries to raise awareness of the Janus Henderson funds. Janus Capital or its affiliates may make payments to participate in intermediary marketing support programs which may provide Janus Capital or its affiliates with one or more of the
following benefits: attendance at sales conferences, participation in meetings or training sessions, access to or information about intermediary personnel, use of an intermediarys marketing and communication infrastructure, fund analysis
tools, data, business planning and strategy sessions with intermediary personnel, information on industry- or platform-specific developments, trends and service providers, and other marketing-related services. Such payments may be in addition to, or
in lieu of, the payments described above. These payments are intended to promote the sales of Janus Henderson funds and to reimburse financial intermediaries, directly or indirectly, for the costs that they or their salespersons incur in connection
with educational seminars, meetings, and training efforts about the Janus Henderson funds to enable the intermediaries and their salespersons to make suitable recommendations, provide useful services, and maintain the necessary infrastructure to
make the Janus Henderson funds available to their customers.
The receipt of (or prospect of receiving) payments, reimbursements and other forms of
compensation described above may provide a financial intermediary and its salespersons with an incentive to favor sales of Janus Henderson funds shares over sales of other funds (or non-mutual fund investments), with respect to which the
financial intermediary does not receive such payments or receives them in a lower amount. The receipt of these payments may cause certain financial intermediaries to elevate the prominence of the Janus Henderson funds within such financial
intermediarys organization by, for example,
21½Janus Detroit Street Trust
placement on a list of preferred or recommended funds and/or the provision of preferential or enhanced opportunities to promote the Janus Henderson funds in various ways within such financial
intermediarys organization.
From time to time, certain financial intermediaries approach Janus Capital to request that Janus Capital make
contributions to certain charitable organizations. In these cases, Janus Capitals contribution may result in the financial intermediary, or its salespersons, recommending Janus Henderson funds over other funds (or non-mutual fund investments).
The payment arrangements described above will not change the price an investor pays for shares nor the amount that a Janus Henderson fund receives to
invest on behalf of the investor. You should consider whether such arrangements exist when evaluating any recommendations from an intermediary to purchase or sell shares of the Fund. Please contact your financial intermediary or plan sponsor for
details on such arrangements.
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PURCHASING AND SELLING SHARES
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Shares of the Fund are listed for trading on a national securities exchange during the trading day. Shares can be bought and
sold throughout the trading day like shares of other publicly traded companies. However, there can be no guarantee that an active trading market will develop or be maintained, or that the Fund shares listing will continue or remain unchanged. The
Fund does not impose any minimum investment for shares of the Fund purchased on an exchange. Buying or selling the Funds shares involves certain costs that apply to all securities transactions. When buying or selling shares of the Fund through
a financial intermediary, you may incur a brokerage commission or other charges determined by your financial intermediary. Due to these brokerage costs, if any, frequent trading may detract significantly from investment returns. In addition, you may
also incur the cost of the spread (the difference between the bid price and the ask price). The commission is frequently a fixed amount and may be a significant cost for investors seeking to buy or sell small amounts of shares.
The spread varies over time for shares of the Fund based on its trading volume and market liquidity, and is generally less if the Fund has more trading volume
and market liquidity and more if the Fund has less trading volume and market liquidity. Shares of the Fund may be acquired through the Distributor or redeemed directly with the Fund only in Creation Units or multiples thereof, as discussed in the
Creation and Redemption of Creation Units section of the SAI. Once created, shares of the Fund generally trade in the secondary market in amounts less than a Creation Unit.
The Funds primary listing exchange is the NASDAQ. The NASDAQ is open for trading Monday through Friday and is closed on the following holidays: New
Years Day, Martin Luther King, Jr. Day, Presidents Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day.
A Business Day with respect to the Fund is each day the NASDAQ is open. Orders from Authorized Participants to create or redeem Creation Units will
only be accepted on a Business Day. On days when the NASDAQ closes earlier than normal, the Fund may require orders to create or redeem Creation Units to be placed earlier in the day. In addition, to minimize brokerage and other related trading
costs associated with securities that cannot be readily transferred in-kind, the Fund may establish early trade cut-off times for Authorized Participants to submit orders for Creation Units, in accordance with the 1940 Act. See the SAI for more
information.
In compliance with the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of
2001 (USA PATRIOT Act), your financial intermediary is required to verify certain information on your account application as part of its Anti-Money Laundering Program. You will be required to provide your full name, date of birth, social
security number, and permanent street address to assist in verifying your identity. You may also be asked to provide documents that may help to establish your identity. Until verification of your identity is made, your financial intermediary may
temporarily limit additional share purchases. In addition, your financial intermediary may close an account if it is unable to verify a shareholders identity. Please contact your financial intermediary if you need additional assistance when
completing your application or additional information about the intermediarys Anti-Money Laundering Program.
In an effort to ensure compliance with
this law, Janus Capitals Anti-Money Laundering Program (the Program) provides for the development of internal practices, procedures and controls, designation of anti-money laundering compliance officers, an ongoing training
program, and an independent audit function to determine the effectiveness of the Program.
Continuous Offering
The method by which Creation Units of shares are created and traded may raise certain issues under applicable securities laws. Because new Creation Units of
shares are issued and sold by the Fund on an ongoing basis, a distribution, as such term is used
22½Janus Detroit Street Trust
in the Securities Act of 1933, as amended (the Securities Act), may occur at any point. Broker-dealers and other persons are cautioned that some activities on their part may,
depending on the circumstances, result in their being deemed participants in a distribution in a manner which could render them statutory underwriters and subject them to the prospectus delivery requirements and liability provisions of the
Securities Act. For example, a broker-dealer firm or its client may be deemed a statutory underwriter if it takes Creation Units after placing an order with the Distributor, breaks them down into constituent shares and sells the shares directly to
customers or if it chooses to couple the creation of a supply of new shares with an active selling effort involving solicitation of secondary market demand for shares. A determination of whether one is an underwriter for purposes of the Securities
Act must take into account all the facts and circumstances pertaining to the activities of the broker-dealer or its client in the particular case, and the examples mentioned above should not be considered a
complete description of all the activities that could lead to a characterization as an underwriter.
Broker-dealer firms should also note that dealers who
are not underwriters but are effecting transactions in shares, whether or not participating in the distribution of shares, are generally required to deliver a prospectus. This is because the prospectus delivery exemption in
Section 4(a)(3)(C) of the Securities Act is not available in respect of such transactions as a result of Section 24(d) of the 1940 Act. As a result, broker-dealer firms should note that dealers who are not underwriters but are
participating in a distribution (as contrasted with engaging in ordinary secondary market transactions) and thus dealing with the shares that are part of an unsold allotment within the meaning of Section 4(a)(3)(C) of the Securities Act, will
be unable to take advantage of the prospectus delivery exemption provided by Section 4(a)(3) of the Securities Act. For delivery of prospectuses to exchange members, the prospectus delivery mechanism of Rule 153 under the Securities Act is only
available with respect to transactions on a national exchange.
Book Entry
Shares of the Fund are held in book-entry form, which means that no stock certificates are issued. The DTC or its nominee is the record owner of all
outstanding shares of the Fund and is recognized as the owner of all shares for all purposes.
Investors owning shares of the Fund are beneficial owners as
shown on the records of DTC or its participants. DTC serves as the securities depository for shares of the Fund. DTC participants include securities brokers and dealers, banks, trust companies, clearing corporations and other institutions that
directly or indirectly maintain a custodial relationship with DTC. As a beneficial owner of shares, you are not entitled to receive physical delivery of stock certificates or to have shares registered in your name, and you are not considered a
registered owner of shares. Therefore, to exercise any right as an owner of shares, you must rely upon the procedures of DTC and its participants. These procedures are the same as those that apply to any other
exchange-traded securities that you hold in book-entry or street name form.
Share Prices
The trading prices of the Funds shares in the secondary market generally differ from the Funds daily NAV per share and are affected by market
forces such as supply and demand, economic conditions, and other factors. Information regarding the intra-day net asset value of the Fund is disseminated every 15 seconds throughout the trading day by the
national securities exchange on which the Funds shares are primarily listed or by market data vendors or other information providers. The intra-day net asset value calculations are estimates of the value
of the Funds NAV per Fund share based on the current market value of the securities and/or cash included in the Funds intra-day net asset value basket. The intra-day net asset value does not necessarily reflect the precise composition of
the current portfolio of securities and instruments held by the Fund at a particular point in time or the best possible valuation of the current portfolio. For example, the intra-day net asset value is based on quotes and closing prices from the
securities local market and may not reflect events that occur subsequent to the local markets close. Therefore, the intra-day net asset value should not be viewed as a real-time update of the NAV, which is computed only once
a day. The intra-day net asset value is generally determined by using both current market quotations and/or price quotations obtained from broker-dealers that may trade in the portfolio securities and instruments included in the Funds
intra-day net asset value basket. The Fund is not involved in, or responsible for, the calculation or dissemination of the intra-day net asset value and makes no representation or warranty as to its accuracy. An inaccuracy in the intra-day net asset
value could result from various factors, including the difficulty of pricing portfolio instruments on an intra-day basis.
Premiums and Discounts
There may be differences between the daily market prices on secondary markets for shares of the Fund and the Funds NAV. NAV is the price per
share at which the Fund issues and redeems shares. See Pricing of Fund Shares above. The price used to calculate market returns (Market Price) of the Fund generally is determined using the midpoint between the highest bid and
the lowest offer on the national securities exchange on which shares of the Fund are primarily listed for trading, as of the time that the Funds NAV is calculated. The Funds Market Price may be at, above, or below its NAV. The NAV of the
Fund will
23½Janus Detroit Street Trust
fluctuate with changes in the market value of its portfolio holdings. The Market Price of the Fund will fluctuate in accordance with changes in its NAV, as well as market supply and demand.
Premiums or discounts are the differences (expressed as a percentage) between the NAV and the Market Price of the Fund on a given day, generally at the time
the NAV is calculated. A premium is the amount that the Fund is trading above the reported NAV, expressed as a percentage of the NAV. A discount is the amount that the Fund is trading below the reported NAV, expressed as a percentage of the NAV. A
discount or premium could be significant. Information regarding the frequency of daily premiums or discounts, generally at the time the NAV is calculated, during the Funds four previous calendar quarters is available at
janushenderson.com/performance by selecting the Fund for additional details.
Investments by Other Investment Companies
The Trust and the Fund are part of the Janus Henderson family of funds and are related for purposes of investor and investment services, as defined in
Section 12(d)(1)(G) of the 1940 Act.
For purposes of the 1940 Act, Fund shares are issued by a registered investment company and purchases of Fund
shares by registered investment companies and companies relying on Section 3(c)(1) or 3(c)(7) of the Act are subject to the restrictions set forth in Section 12(d)(1) of the Act, except as permitted by an exemptive order of the SEC. The
SEC has granted the Trust such an order to permit registered investment companies to invest in Fund shares beyond the limits in Section 12(d)(1)(A), subject to certain terms and conditions, including that the registered investment company first
enter into a written agreement with the Trust regarding the terms of the investment.
Frequent trading of Fund shares does not disrupt portfolio management, increase the Funds trading costs, lead to
realization of capital gains by the Fund, or otherwise harm Fund shareholders. The vast majority of trading in Fund shares occurs on the secondary market. Because these trades do not involve the Fund, they do not harm the Fund or its shareholders. A
few institutional investors are authorized to purchase and redeem Fund shares directly with the Fund. Because these trades typically are effected in kind (i.e., for securities and not for cash), they do not cause any of the harmful effects to the
issuing fund (as previously noted) that may result from frequent cash trades. For these reasons, the Trustees of the Fund have determined that it is not necessary to adopt policies and procedures to detect and deter frequent trading and market
timing of Fund shares. However, the Funds policies and procedures regarding frequent purchases and redemptions may be modified by the Trustees at any time.
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AVAILABILITY OF PORTFOLIO HOLDINGS INFORMATION
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Each business day, the Funds portfolio holdings information is provided to the Distributor or other agent for
dissemination through the facilities of the NSCC and/or other fee-based subscription services to NSCC members and/or subscribers to entities that publish and/or analyze such information in connection with the process of purchasing or redeeming
Creation Units or trading shares of the Fund in the secondary market. In addition, on each business day before commencement of trading in shares on the NASDAQ, the Fund will disclose on janushenderson.com/info the identities and quantities of each
portfolio position held by the Fund that will form the basis for the Funds calculation of the NAV per share at the end of the business day. The Fund is also required to disclose its complete holdings as an exhibit to its reports on Form N-PORT
within 60 days of the end of the first and third fiscal quarters, and in the annual report and semiannual report to Fund shareholders.
For
additional information on these disclosures and the availability of portfolio holdings information, please refer to the Funds SAI.
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SHAREHOLDER COMMUNICATIONS
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Statements and Reports
Your financial intermediary or plan sponsor is responsible for sending you periodic statements of all transactions, along with trade confirmations and tax
reporting, as required by applicable law.
Your financial intermediary or plan sponsor is responsible for providing annual and semiannual reports,
including the financial statements of the Fund. These reports show the Funds investments and the market value of such investments, as well as other information about the Fund and its operations. Please contact your financial intermediary or
plan sponsor to obtain these reports. The Funds fiscal year ends October 31.
24½Janus Detroit Street Trust
Lost (Unclaimed/Abandoned) Accounts
It is important to maintain a correct address for each shareholder. An incorrect address may cause a shareholders account statements and other mailings
to be returned as undeliverable. Based upon statutory requirements for returned mail, your financial intermediary or plan sponsor is required to attempt to locate the shareholder or rightful owner of the account. If the financial intermediary or
plan sponsor is unable to locate the shareholder, then the financial intermediary or plan sponsor is legally obligated to deem the property unclaimed or abandoned, and subsequently escheat (or transfer) unclaimed property
(including shares of a fund) to the appropriate states unclaimed property administrator in accordance with statutory requirements. Further, your account may be deemed unclaimed or abandoned, and subsequently transferred
to your state of residence if no activity (as defined by that state) occurs within your account during the time frame specified in your states unclaimed property laws. The shareholders last known address of record determines which state
has jurisdiction. Interest or income is not earned on redemption or distribution check(s) sent to you during the time the check(s) remained uncashed.
25½Janus Detroit Street Trust
FINANCIAL HIGHLIGHTS
The financial highlights table is intended to help you understand the Funds financial performance for each fiscal period shown. Items Net asset
value, beginning of period through Net asset value, end of period reflect financial results for a single Fund share. The information for the fiscal periods shown has been audited by PricewaterhouseCoopers LLP, whose report, along
with the Funds financial statements, is included in the Annual Report, which is available upon request, and incorporated by reference into the SAI.
The total returns in the tables represent the rate that an investor would have earned (or lost) on an investment in the Fund (assuming reinvestment of all
dividends and distributions).
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For a share outstanding during each year or period ended October 31
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2019
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2018
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2017
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2016(1)
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Net Asset Value, Beginning of Period
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$25.83
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$24.36
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$24.49
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$25.38
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Income/(Loss) from Investment Operations:
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Net investment income/(loss)(2)
|
|
|
0.73
|
|
|
|
0.56
|
|
|
|
0.66
|
|
|
|
0.21
|
|
Net realized and unrealized gain/(loss)
|
|
|
4.94
|
|
|
|
1.46
|
|
|
|
(0.01)
|
|
|
|
(0.84)
|
|
Total from Investment Operations
|
|
|
5.67
|
|
|
|
2.02
|
|
|
|
0.65
|
|
|
|
(0.63)
|
|
|
|
|
|
|
Less Dividends and Distributions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends (from net investment income)
|
|
|
(0.59)
|
|
|
|
(0.55)
|
|
|
|
(0.72)
|
|
|
|
(0.21)
|
|
Return of Capital
|
|
|
|
|
|
|
|
|
|
|
(0.06)
|
|
|
|
(0.05)
|
|
Total Dividends and Distributions
|
|
|
(0.59)
|
|
|
|
(0.55)
|
|
|
|
(0.78)
|
|
|
|
(0.26)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Asset Value, End of Period
|
|
|
$30.91
|
|
|
|
$25.83
|
|
|
|
$24.36
|
|
|
|
$24.49
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Return*
|
|
|
22.24%
|
|
|
|
8.44%
|
|
|
|
2.66%
|
|
|
|
(2.56)%
|
|
Net assets, End of Period (in thousands)
|
|
|
$37,096
|
|
|
|
$7,748
|
|
|
|
$9,744
|
|
|
|
$4,898
|
|
Average Net Assets for the Period (in thousands)
|
|
|
$17,484
|
|
|
|
$9,702
|
|
|
|
$7,044
|
|
|
|
$2,627
|
|
Ratios to Average Net Assets**:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratio of Gross Expenses
|
|
|
0.35%
|
|
|
|
0.50%
|
|
|
|
0.50%
|
|
|
|
0.50%
|
|
Ratio of Net Investment Income/(Loss)
|
|
|
2.56%
|
|
|
|
2.27%
|
|
|
|
2.63%
|
|
|
|
2.07%
|
|
Portfolio Turnover Rate(3)
|
|
|
13%
|
|
|
|
38%
|
|
|
|
19%
|
|
|
|
5%
|
|
*
|
Total return not annualized for periods of less than one full year.
|
**
|
Annualized for periods of less than one full year.
|
(1)
|
Period from June 8, 2016 (commencement of operations) through October 31, 2016.
|
(2)
|
Per share amounts are calculated based on average shares outstanding during the year or period.
|
(3)
|
Portfolio turnover rate excludes securities received or delivered from
in-kind processing of creation or redemptions.
|
26½Janus Detroit Street Trust
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27½Janus Detroit Street Trust
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28½Janus Detroit Street Trust
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You can make inquiries and request other information, including a Statement of
Additional Information, annual report, or semiannual report (as they become available), free of charge, by contacting your broker-dealer, plan sponsor, or financial intermediary, or by contacting a Janus representative at 1-800-668-0434. The
Funds Statement of Additional Information and most recent annual and semiannual reports are also available, free of charge, at janushenderson.com/info. Additional information about the Funds investments is available in the Funds
annual and semiannual reports. In the Funds annual and semiannual reports, you will find a discussion of the market conditions and investment strategies that significantly affected the Funds performance during its last fiscal period.
Other information is also available from financial intermediaries that sell shares of the Fund.
The Statement of
Additional Information provides detailed information about the Fund and is incorporated into this Prospectus by reference. Reports and other information about the Fund are available on the Electronic Data Gathering Analysis and Retrieval (EDGAR)
Database on the SECs website at http://www.sec.gov. You may obtain copies of this information, after paying a duplicating fee, by electronic request at the following e-mail address: publicinfo@sec.gov.
janushenderson.com/info
151 Detroit Street
Denver, CO
80206-4805
1-800-668-0434
The Trusts Investment Company Act File No. is 811-23112.
February 28, 2020
|
|
|
|
|
Ticker
|
The Organics ETF
|
|
ORG
|
Principal U.S. Listing Exchange: The NASDAQ Stock Market LLC
|
|
|
Janus Detroit Street Trust
Prospectus
The Board of Trustees of Janus
Detroit Street Trust (the Trust) approved a plan to liquidate and terminate The Organics ETF (the Fund), effective on or about March 17, 2020 (the Liquidation Date). After the close of business on or about March
12, 2020, the Fund will no longer accept creation orders. Trading in the Fund will be halted prior to market open on or about March 13, 2020. Proceeds of the liquidation are currently scheduled to be sent to shareholders on or about March 18, 2020.
Termination of the Fund is expected to occur as soon as practicable following the liquidation. Prior to and through the close of trading on The NASDAQ Stock Market LLC (NASDAQ) on March 12, 2020, the Fund will undertake the process
of closing down and liquidating its portfolio. This process may result in the Fund holding cash and securities that may not be consistent with its investment objective and strategies. During this period, the Fund is likely to incur higher tracking
error than is typical for the Fund. Furthermore, during the time between market open on March 13, 2020 and the Liquidation Date, because shares will not be traded on NASDAQ, there may not be a trading market for the Funds shares.
Shareholders may sell shares of the Fund on NASDAQ until the market close on March 12, 2020 and may incur typical transaction fees from their broker-dealer. Shares held as of the close of business on the Liquidation Date will be automatically
redeemed for cash at the current net asset value. Proceeds of the redemption will be paid through the broker-dealer with whom you hold shares of the Fund. Shareholders will generally recognize a capital gain or loss on the redemptions. The Fund may
or may not, depending upon the Funds circumstances, pay one or more dividends or other distributions prior to or along with the redemption payments. Please consult your personal tax advisor about the potential tax consequences.
Beginning on January 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, paper copies of the Funds
shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports from your broker-dealer or other financial intermediary (such as a bank). Instead, the reports will be made available on a website, and
you will be notified by mail each time a report is posted and provided with a website link to access the report.
If you already elected to receive
shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from the Fund electronically by contacting your broker-dealer or
other financial intermediary.
You may elect to receive all future reports in paper free of charge by contacting your broker-dealer or other
financial intermediary. Your election to receive reports in paper will apply to all Funds held in your account at your broker-dealer or other financial intermediary.
The Securities and Exchange Commission has not approved or disapproved of these securities or passed on the accuracy or adequacy of this Prospectus. Any
representation to the contrary is a criminal offense.
This Prospectus describes The Organics ETF (the Fund), a portfolio of Janus Detroit Street Trust
(the Trust). Janus Capital Management LLC (Janus Capital or Janus) serves as investment adviser to the Fund.
Shares of
the Fund are not individually redeemable and the owners of Fund shares may purchase or redeem shares from the Fund in Creation Units only, in accordance with the terms set forth in this Prospectus. The purchase and sale price of individual Fund
shares trading on an exchange may be below, at or above the most recently calculated net asset value for Fund shares.
TABLE OF CONTENTS
1½Janus Detroit Street Trust
FUND SUMMARY
The Organics ETF
Ticker: ORG
The Organics ETF seeks investment results that correspond generally to the performance, before fees and expenses, of an
index which is designed to track the performance of companies globally that are positioned to profit from increasing demand for organic products, including companies which service, produce, distribute, market or sell organic food, beverages,
cosmetics, supplements, or packaging. The Adviser believes organic products are generally environmentally responsible and more likely to be sustainable.
|
FEES AND EXPENSES OF THE FUND
|
This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. Investors may pay brokerage
commissions on their purchases and sales of Fund shares, which are not reflected in the table or in the example below.
|
|
|
|
|
ANNUAL FUND OPERATING EXPENSES
(expenses that you pay each year as a percentage of the value of your investment)
|
|
|
|
Management Fees(1)
|
|
|
0.35%
|
|
Other Expenses
|
|
|
0.00%
|
|
Total Annual Fund Operating Expenses
|
|
|
0.35%
|
|
(1)
|
The Funds Management Fee is a unitary fee that is designed to pay substantially all operating
expenses, except for distribution fees (if any), brokerage expenses or commissions, interest, dividends, taxes, litigation expenses, acquired fund fees and expenses (if any), and other extraordinary expenses not incurred in the ordinary course of
the Funds business.
|
EXAMPLE:
The Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other funds. The Example assumes that you invest
$10,000 in the Fund for the time periods indicated and then sell all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Funds operating expenses remain the same.
Although your actual costs may be higher or lower, based on these assumptions your costs would be:
|
|
|
|
|
|
|
|
|
|
|
1 Year
|
|
3 Years
|
|
5 Years
|
|
10 Years
|
|
|
$36
|
|
$113
|
|
$197
|
|
$443
|
Portfolio Turnover: The Fund pays transaction costs, such as commissions, when it buys and sells
securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in
annual fund operating expenses or in the Example, affect the Funds performance. During the most recent fiscal year, the Funds portfolio turnover rate was 33% of the average value of its portfolio.
|
PRINCIPAL INVESTMENT STRATEGIES
|
The Fund pursues its investment objective by investing at least 80% of its net assets (plus any borrowings for investment
purposes) in the stocks that comprise the Solactive Organics Index (Underlying Index). The Underlying Index is designed to track the performance of companies globally that are positioned to profit from increasing demand for organic
products, including companies which service, produce, distribute, market or sell organic food, beverages, cosmetics, supplements, or packaging. Under normal circumstances, the Fund expects to invest substantially all of its assets in securities
included in the Underlying Index, using a replication strategy as discussed below. The Fund may invest in companies of any capitalization, although at least 90% of the companies will have a capitalization of at least $100 million. The Fund may
invest in foreign issuers, including emerging markets. Stocks included in the Underlying Index may include common shares traded on local exchanges, American Depositary Receipts (ADRs) and Global Depositary Receipts (GDRs).
ADRs and GDRs represent ownership interests in shares of foreign companies that are held in financial institution custodial accounts, and are traded on exchanges in the United States and around the world.
2½The Organics ETF
The Fund is classified as nondiversified, which allows it to hold larger positions in a smaller number of
companies, compared to a fund that is classified as diversified.
The Underlying Index, the Solactive Organics Index, was created by and is maintained by
Solactive AG (Solactive or the Index Provider). The Underlying Index is reconstituted on a semi-annual basis, rebalanced on a quarterly basis, and the Fund is rebalanced quarterly based on changes to the Underlying Index. The
Fund uses a passive, index-based approach in seeking performance that corresponds to the performance of the Underlying Index. The underlying securities are weighted according to their market capitalization relative to other securities in
the Underlying Index, and capped so that no security will represent more than 20% of the Underlying Index at the time of an index reconstitution or rebalance. Due to market movement between rebalancing and reconstitution of the Underlying Index, an
underlying security may represent more than 20% of the Underlying Index at any given time, and thus may represent more than 20% of the Funds assets at any given time.
The Fund will generally use a replication methodology, meaning it will invest in the securities composing the Underlying Index in proportion to the weightings
in the Underlying Index. However, the Fund may utilize a sampling methodology under various circumstances in which it may not be possible or practicable to purchase all of the securities in the Underlying Index. Janus Capital expects that over time,
if the Fund has sufficient assets, the correlation between the Funds performance, before fees and expenses, and that of the Underlying Index will be 95% or better. A figure of 100% would indicate perfect correlation.
Under normal circumstances, the Fund expects to invest substantially all of its assets in securities included in the Underlying Index, although it may invest
up to 20% its assets in other securities that Janus Capital believes will help the Fund track the Underlying Index. Such investments include stocks, shares of other investment companies, cash and cash equivalents, including money market funds.
To the extent the Underlying Index concentrates (i.e., holds 25% or more of its total assets) in the securities of a particular industry or group of
industries, the Fund will concentrate its investments to approximately the same extent as the Underlying Index. As of February 1, 2020, approximately 37% and 26.5% of the Underlying Index was represented by companies in the Food, Beverage &
Tobacco and Materials industries, respectively. For more recent information, see the Funds daily portfolio holdings posted on the ETF portion of the Janus Henderson website.
The Fund may lend portfolio securities on a short-term or long-term basis, in an amount equal to up to one-third of its total assets as determined at the time
of the loan origination.
|
PRINCIPAL INVESTMENT RISKS
|
The Funds returns and yields will vary, and you could lose money. The principal risks and special considerations
associated with investing in the Fund are set forth below.
Market Risk. The value of the Funds portfolio may decrease if
the value of an individual company or security, or multiple companies or securities, in the portfolio decreases. Further, regardless of how well individual companies or securities perform, the value of the Funds portfolio could also decrease
if there are deteriorating economic or market conditions. It is important to understand that the value of your investment may fall, sometimes sharply, in response to changes in the market, and you could lose money. Market risk may affect a single
issuer, industry, economic sector, or the market as a whole. The Underlying Index has exposure to the small-, mid- and/or large capitalization sectors of the stock market, and therefore at times the Fund may underperform the overall stock market.
Equity Investing Risk. The Funds investment in the securities composing the Underlying Index involves risks of investing in
a portfolio of equity securities, such as market fluctuations, changes in interest rates and perceived trends in stock prices.
Concentration
Risk. The Fund focuses its investments in organic products companies. Because of this, companies in the Funds portfolio may share common characteristics and may be more sensitive to factors such as consumer demand, consumer
confidence and spending, environmental factors and production costs. As a result, the Fund may be subject to greater risks and the value of its investments may fluctuate more than a fund that does not focus its investments. In addition, the
Funds assets will generally be concentrated in an industry or group of industries to the extent that the Funds Underlying Index concentrates in a particular industry or group of industries. To the extent the Fund invests a substantial
portion of its assets in an industry or group of industries, market or economic factors impacting that industry or group of industries could have a significant effect on the value of the Funds investments. Companies in the same or similar
industries may share common characteristics and are more likely to react similarly to industry-specific market or economic developments. Additionally, the Funds performance may
3½The Organics ETF
be more volatile when the Funds investments are less diversified across industries. The Funds assets will not be concentrated if the Underlying Index does not concentrate in a
particular industry or group of industries.
|
|
Food, Beverage & Tobacco Industry Group Risk: Demographic and product trends,
changing consumer preferences, nutritional and health-related concerns, competitive pricing, marketing campaigns, environmental factors, adverse changes in general economic conditions, government regulation, food inspection and processing control,
consumer boycotts, risks of product tampering, product liability claims, and the availability and expense of liability insurance can affect the demand for, and success of, such companies products in the marketplace. Such companies also face
risks associated with changing market prices as a result of, among other things, changes in government support and trading policies and agricultural conditions influencing the growth and harvest seasons.
|
|
|
Materials Industry Risk The Fund is subject to risks faced by companies in the
materials sector, including: adverse effects from commodity price volatility, exchange rates, import controls and increased competition; the possibility that production of industrial materials will exceed demand as a result of overbuilding or
economic downturns, leading to poor investment returns; risk for environmental damage and product liability claims; and adverse effects from depletion of resources, technical progress, labor relations and government regulations.
|
Small- and Mid-Sized Companies Risk. The Funds investments in securities issued by small- and mid-sized
companies, which can include smaller, start-up companies offering emerging products or services, may involve greater risks than are customarily associated with larger, more established companies. Securities issued by small- and mid-sized companies
tend to be more volatile and somewhat more speculative than securities issued by larger or more established companies and may underperform as compared to the securities of larger companies. Securities issued by micro-capitalization companies tend to
be significantly more volatile, and more vulnerable to adverse business and economic developments, than those of larger companies. For example, small- and micro-capitalization companies may be more likely to merge with or be acquired by another
company, resulting in de-listing of the securities held by the Fund.
Growth Securities Risk. Securities of companies
perceived to be growth companies may be more volatile than other stocks and may involve special risks. If the perception of a companys growth potential is not realized, the securities purchased may not perform as expected, reducing
the Funds returns. In addition, because different types of stocks tend to shift in and out of favor depending on market and economic conditions, growth stocks may perform differently from the market as a whole, and other types of
securities.
Foreign Exposure Risk. The Fund may have exposure to foreign markets as a result of its investments in foreign
securities, including investments in emerging markets, which can be more volatile than the U.S. markets. As a result, its returns and net asset value per share (NAV) may be affected to a large degree by fluctuations in currency exchange
rates or political or economic conditions in a particular country. In some foreign markets, there may not be protection against failure by other parties to complete transactions. It may not be possible for the Fund to repatriate capital, dividends,
interest, and other income from a particular country or governmental entity. In addition, a market swing in one or more countries or regions where the Fund has invested a significant amount of its assets may have a greater effect on the Funds
performance than it would in a more geographically diversified portfolio.
Eurozone Risk. A number of countries in the
European Union (EU) have experienced, and may continue to experience, severe economic and financial difficulties. In particular, many EU nations are susceptible to economic risks associated with high levels of debt, notably due to
investments in sovereign debt. As a result, financial markets in the EU have been subject to increased volatility and declines in asset values and liquidity. Responses to these financial problems by European governments, central banks, and others,
including austerity measures and reforms, may not work, may result in social unrest, and may limit future growth and economic recovery or have other unintended consequences. The risk of investing in securities in the European markets may also be
heightened due to the referendum in which the United Kingdom voted to exit the EU (known as Brexit). There is considerable uncertainty about how Brexit will be conducted, how negotiations of necessary treaties and trade agreements will
conclude, or how financial markets will react. To the extent that the Fund has exposure to European markets or to transactions tied to the value of the euro, these events could negatively affect the value and liquidity of the Funds
investments. All of these developments may continue to significantly affect the economies of all EU countries, which in turn may have a material adverse effect on the Funds investments in such countries, other countries that depend on EU
countries for significant amounts of trade or investment, or issuers with exposure to debt issued by certain EU countries.
4½The Organics ETF
Geographic Investment Risk. To the extent that the Fund invests a significant portion of its
assets in a particular country or geographic region, the Fund will generally have more exposure to certain risks due to possible political, economic, social, or regulatory events in that country or region. Adverse developments in certain regions
could also adversely affect securities of other countries whose economies appear to be unrelated and could have a negative impact on the Funds performance.
Nondiversification Risk. The Fund is classified as nondiversified under the Investment Company Act of 1940, as amended (1940
Act). This gives the Funds portfolio managers more flexibility to hold larger positions in a smaller number of securities. As a result, an increase or decrease in the value of a single security held by the Fund may have a greater impact
on the Funds NAV and total return.
Methodology and Model Risk. Neither the Fund nor Janus Capital can offer assurances that
tracking the Underlying Index will capture the growth of companies positioned to benefit from the growing demand in organic goods and services, or be appropriate for every investor seeking a particular risk profile. Underlying Index risks include,
but are not limited to, the risk that the factors used to determine the components of the Underlying Index, as applied by the Index Provider in accordance with the Underlying Index methodology, might not select securities that individually, or in
the aggregate, are positioned to benefit from the growing demand for organic goods and services.
Passive Investment Risk. The
Fund is not actively managed and therefore the Fund might not sell shares of a security due to current or projected underperformance of a security, industry or sector, unless that security is removed from the Underlying Index or the selling of
shares is otherwise required upon a rebalancing of the Underlying Index.
Early Close/Trading Halt Risk. An exchange or market may
close or issue trading halts on specific securities, or the ability to buy or sell certain securities or financial instruments may be restricted, which may result in the Fund being unable to buy or sell certain securities or financial instruments.
In such circumstances, the Fund may be unable to rebalance its portfolio, may be unable to accurately price its investments and/or may incur substantial trading losses.
Index Tracking Risk. The Funds return may not match or achieve a high degree of correlation with the return of the Underlying
Index. To the extent the Fund utilizes a sampling approach, it may experience tracking error to a greater extent than if the Fund sought to fully replicate the Underlying Index. In addition, the Fund may hold fewer than the total number of
securities in the Underlying Index. Further, the Fund may hold securities or other investments not included in the Underlying Index but which Janus Capital believes will help the Fund track the Underlying Index. Such investments may not perform as
expected.
Index Provider Risk. The Fund seeks to achieve returns that generally correspond, before fees and expenses, to the
performance of the Underlying Index, as published by the Index Provider. There is no assurance that the Index Provider will compile the Underlying Index accurately, or that the Underlying Index will be determined, composed or calculated accurately.
While the Index Provider gives descriptions of what the Underlying Index is designed to achieve, the Index Provider generally does not provide any warranty or accept any liability in relation to the quality, accuracy or completeness of data in such
index, and it generally does not guarantee that the Underlying Index will be in line with its methodology. Errors made by the Index Provider with respect to the quality, accuracy and completeness of the data within the Underlying Index may occur
from time to time and may not be identified and corrected by the Index Provider for a period of time, if at all. Therefore, gains, losses or costs associated with Index Provider errors will generally be borne by the Fund and its shareholders.
Trading Issues Risk. Although Fund shares are listed for trading on The NASDAQ Stock Market LLC (NASDAQ), there can be no
assurance that an active trading market for such shares will develop or be maintained. The lack of an active market for Fund shares, as well as periods of high volatility, disruptions in the creation/redemption process, or factors affecting the
liquidity of the underlying securities held by the Fund, may result in the Funds shares trading at a premium or discount to its NAV. If an investor purchases shares at a time when the market price is at a premium to the NAV or sells at a time
when the market price is at a discount to the NAV, the investor may sustain losses.
Trading in Fund shares may be halted due to market conditions or for
reasons that, in the view of the NASDAQ, make trading in Fund shares inadvisable. In addition, trading is subject to trading halts caused by extraordinary market volatility pursuant to the NASDAQ circuit breaker rules. There can be no
assurance that the requirements of the NASDAQ necessary to maintain the Funds listing will continue to be met or will remain unchanged.
During a
flash crash, the market prices of the Funds shares may decline suddenly and significantly. Such a decline may not reflect the performance of the portfolio securities held by the Fund. Flash crashes may cause Authorized Participants
and other market makers to limit or cease trading in the Funds shares for temporary or longer periods. Shareholders could suffer significant losses to the extent that they sell shares at these temporarily low market prices.
5½The Organics ETF
Fluctuation of NAV. The NAV of the Fund shares will generally fluctuate with changes in
the market value of the Funds securities holdings. The market prices of shares will generally fluctuate in accordance with changes in the Funds NAV and supply and demand of shares on the NASDAQ. An absence of trading in shares of the
Fund, or a high volume of trading in the Fund, may result in trading prices that differ significantly from the Funds NAV. It cannot be predicted whether Fund shares will trade below, at or above the Funds NAV. If an investor purchases
shares at a time when the market price is at a premium to the NAV of the shares or sells at a time when the market price is at a discount to the NAV of the shares, then the investor may sustain losses. Further, the securities held by the Fund may be
traded in markets that close at a different time than the NASDAQ. Liquidity in those securities may be reduced after the applicable closing times. Accordingly, during the time when the NASDAQ is open but after the applicable market closing, bid-ask
spreads and the resulting premium or discount to the Fund shares NAV may widen. Similarly, the NASDAQ may be closed at times or days when markets for securities held by the Fund are open, which may increase bid-ask spreads and the resulting
premium or discount to the Fund shares NAV when the NASDAQ re-opens.
Authorized Participant Risk. The Fund may have a
limited number of financial institutions that may act as Authorized Participants (APs). Only APs who have entered into agreements with the Funds distributor may engage in creation or redemption transactions directly with the Fund.
To the extent that those APs exit the business or are unable to process creation and/or redemption orders, and no other AP is able to step forward to create and redeem in either of these cases, shares may trade like closed-end fund shares at a
premium or a discount to NAV and possibly face delisting.
Securities Lending Risk. The Fund may seek to earn additional income
through lending its securities to certain qualified broker-dealers and institutions. There is the risk that when portfolio securities are lent, the securities may not be returned on a timely basis, and the
Fund may experience delays and costs in recovering the security or gaining access to the collateral provided to the Fund to collateralize the loan. If the Fund is unable to recover a security on loan, the Fund may use the collateral to purchase
replacement securities in the market. There is a risk that the value of the collateral could decrease below the cost of the replacement security by the time the replacement investment is made, resulting in a loss to the Fund.
An investment in the Fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government
agency.
The following information provides some indication of the risks of investing in the Fund by showing how the Funds
performance has varied over time. The bar chart depicts the change in performance from year to year during the periods indicated. The table compares the Funds average annual returns for the periods indicated to a broad-based securities market
index and the index the Fund seeks to track. The indices are not available for direct investment. All figures assume reinvestment of dividends and distributions.
The Funds past performance (before and after taxes) does not necessarily indicate how it will perform in the future. Updated performance information
is available at janushenderson.com/performance or by calling 1-800-668-0434.
The Organics ETF
|
Annual Total Returns (calendar year-end)
|
|
Best Quarter: 2nd Quarter
2017 17.02% Worst Quarter: 4th Quarter 2018 21.69%
|
6½The Organics ETF
|
|
|
|
|
|
|
|
|
Average Annual Total Returns (periods ended 12/31/19)
|
|
|
|
|
|
|
|
|
1 year
|
|
|
Since
Inception
6/8/2016
|
|
The Organics ETF
|
|
|
|
|
|
|
|
|
Return Before Taxes
|
|
|
0.17
|
%
|
|
|
0.26
|
%
|
Return After Taxes on Distributions
|
|
|
0.76
|
%
|
|
|
0.54
|
%
|
Return After Taxes on Distributions and Sale of Fund Shares(1)
|
|
|
0.28
|
%
|
|
|
0.15
|
%
|
Solactive Organics Index(2)
(reflects no deductions for fees, expenses or taxes)
|
|
|
0.74
|
%
|
|
|
0.20
|
%
|
MSCI All Country World Index(2)
(reflects no deductions for fees, expenses or taxes, except foreign withholding taxes)
|
|
|
26.60
|
%
|
|
|
11.60
|
%
|
(1)
|
If the Fund incurs a loss, which generates a tax benefit, the Return After Taxes on Distributions and Sale of
Fund Shares may exceed the Funds other return figures.
|
(2)
|
Index performance shown in the table is the total return, which assumes reinvestment of any dividends and
distributions during the time periods shown.
|
After-tax returns in the table above are
calculated using the historical highest individual U.S. federal marginal income tax rates and do not reflect the impact of state or local taxes. Actual after-tax returns depend on your individual tax situation
and may differ from those shown in the preceding table. The after-tax return information shown above does not apply to Fund shares held through a tax-advantaged account,
such as a 401(k) plan or an IRA.
Investment Adviser: Janus Capital Management LLC
Portfolio Managers: Benjamin Wang, CFA, is Co-Portfolio Manager of the Fund, which he has co-managed since inception. Scott M.
Weiner, DPhil, is Co-Portfolio Manager of the Fund, which he has co-managed since inception.
|
PURCHASE AND SALE OF FUND SHARES
|
Unlike shares of traditional mutual funds, shares of the Fund are not individually redeemable and may only be purchased or
redeemed directly from the Fund at NAV in large increments called Creation Units (25,000 or more shares per Creation Unit) through certain participants, known as Authorized Participants. Janus Capital may modify the Creation
Unit size with prior notification to the Funds Authorized Participants. See the ETF portion of the Janus Henderson website for the Funds current Creation Unit size. The Fund will generally issue or redeem Creation Units in exchange for
portfolio securities (and an amount of cash) that the Fund specifies each day. Except when aggregated in Creation Units, Fund shares are not redeemable securities of the Fund.
Shares of the Fund are listed and trade on the NASDAQ, and individual investors can purchase or sell shares in much smaller increments for cash in the
secondary market through a broker. These transactions, which do not involve the Fund, are made at market prices that may vary throughout the day and differ from the Funds NAV. As a result, you may pay more than NAV (at a premium) when you
purchase shares, and receive less than NAV (at a discount) when you sell shares, in the secondary market.
The Funds distributions are taxable, and will be taxed as ordinary income or capital gains, unless you are investing
through a tax-advantaged arrangement, such as a 401(k) plan or an individual retirement account (in which case you may be taxed at ordinary income tax rates upon withdrawal of your investment from such account). A sale of Fund shares may result in a
capital gain or loss.
|
PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL
INTERMEDIARIES
|
If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), Janus Capital and/or its
affiliates may pay broker-dealers or intermediaries for the sale and/or maintenance of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to
recommend the Fund over another investment. Ask your salesperson or visit your financial intermediarys website for more information.
7½The Organics ETF
ADDITIONAL INFORMATION ABOUT
THE FUND
Please refer to the following important information when reviewing the Fees and Expenses of the Fund table
in the Fund Summary of the Prospectus. The fees and expenses shown were determined based on average net assets as of the Funds most recent fiscal year ended October 31, 2019.
|
|
Annual Fund Operating Expenses are paid out of the Funds assets. You do not pay these fees
directly but, as the Example in the Fund Summary shows, these costs are borne indirectly by all shareholders.
|
|
|
The Management Fee is the rate paid by the Fund to Janus Capital for providing certain services.
Refer to Management Expenses in this Prospectus for additional information with further description in the Statement of Additional Information (SAI).
|
|
°
|
|
include taxes and governmental fees, brokerage fees, commissions and other transaction expenses, costs of
borrowing money, including interest expenses, securities lending expenses, and extraordinary expenses (such as litigation and indemnification expenses).
|
|
°
|
|
include acquired fund fees and expenses, which are indirect expenses the Fund may incur as a result of investing
in shares of an underlying fund. Acquired Fund refers to any underlying fund (including, but not limited to, exchange-traded funds) in which a fund invests or has invested during the period. If applicable, or unless otherwise indicated
in the Funds Fees and Expenses table, such amounts are less than 0.01% and are included in the Funds Other Expenses.
|
|
ADDITIONAL INVESTMENT STRATEGIES AND GENERAL PORTFOLIO
POLICIES
|
The Funds Board of Trustees (Trustees) may change the Funds investment objective or non-fundamental
principal investment strategies without a shareholder vote. The Fund will notify you in writing at least 60 days or as soon as reasonably practicable before making any such change it considers material. In addition, the Fund will provide
shareholders with at least 60 days notice prior to changing the 80% investment policy. If there is a material change to the Funds objective or principal investment strategies, you should consider whether the Fund remains an appropriate
investment for you. There is no guarantee that the Fund will achieve its investment objective.
The Funds portfolio holdings are disclosed on its
website daily after the close of trading on the exchange and prior to the opening of trading on the exchange the following day. A description of the Funds policies and procedures with respect to the disclosure of the Funds portfolio
holdings is available in the Funds SAI. Information about the premiums and discounts at which the Funds shares have traded is available at janushenderson.com/performance by selecting the Fund for additional details.
Unless otherwise stated, the following additional investment strategies and general policies apply to the Fund and provide further information including, but
not limited to, the types of securities the Fund may invest in when implementing its investment objective. Some of these strategies and policies may be part of a principal strategy. Other strategies and policies may be utilized to a lesser extent.
Except for the Funds policies with respect to investments in illiquid investments and borrowing, the percentage limitations included in these policies and elsewhere in this Prospectus and/or the SAI normally apply only at the time of initial
purchase of a security. So, for example, if the Fund exceeds a limit as a result of market fluctuations or the sale of other securities, it will not be required to dispose of any securities and may continue to purchase such securities in order to
track the Underlying Index.
Securities Lending
Although not considered a principal investment strategy, the Fund may seek to earn additional income through lending its securities to certain qualified
broker-dealers and institutions on a short-term or long-term basis. The Fund may lend portfolio securities on a short-term or long-term basis, in an amount equal to up to one-third of its total assets as determined at the time of the loan
origination. When the Fund lends its securities, it receives collateral (including cash collateral), at least equal to the value of securities loaned. The Fund may earn income by investing this collateral in one or more affiliated or non-affiliated
cash management vehicles. It is also possible that, due to a decline in the value of a cash management vehicle in which collateral is invested, the Fund may lose money. There is also the risk that when portfolio securities are lent, the securities
may not be returned on a timely basis, and the Fund may experience delays and costs in recovering the security or gaining access to the collateral provided to the Fund to collateralize the loan. If the Fund is unable to recover a security on loan,
the Fund may use the collateral to purchase replacement securities in the market. There is a risk that the value of the collateral could decrease
8½Janus Detroit Street Trust
below the cost of the replacement security by the time the replacement investment is made, resulting in a loss to the Fund. In certain circumstances, individual loan transactions could yield
negative returns. To the extent Janus Capital manages the cash collateral in an affiliated cash management vehicle, it will receive an investment advisory fee for managing such assets.
Swaps
Although not considered a principal investment
strategy, the Fund may utilize swap agreements including, but not limited to, equity swaps, as a means to gain exposure to certain companies or countries, provided Janus Capital believes such use will assist the Fund in tracking the Underlying
Index. Equity swaps involve the exchange by two parties of future cash flow (e.g., one cash flow based on a referenced interest rate and the other based on the performance of stock or a stock index).
Non-Index Investments
Although not considered a
principal investment strategy, the Fund may invest in investments that are not included in the Underlying Index, but which Janus Capital believes will help the Fund track the Underlying Index. Such investments include common stocks, ADRs, GDRs,
shares of other investment companies, and cash and cash equivalents, including money market funds. There may be instances where a stock is removed from the Underlying Index but Janus Capital may elect to hold it for tax-related purposes, or where
the Fund receives non-Underlying Index stocks in a corporate action and does not sell the stocks until the next rebalance date. Janus Capital may also choose to hold non-Underlying Index stocks due to an optimization methodology to more efficiently
track the Underlying Index. Use of an optimization methodology would entail the use of a program or model designed to identify securities that are not included in the Underlying Index, but would be expected to behave similarly to securities that are
in the Underlying Index.
The value of your investment will vary over time, sometimes significantly, and you may lose money by investing in the Fund. The
Fund invests substantially all of its assets in small-, mid- and large capitalization stocks. The following information is intended to help you better understand some of the risks of investing in the Fund. The impact of the following risks on the
Fund may vary depending on the Funds investments. The greater the Funds investment in a particular security, the greater the Funds exposure to the risks associated with that security. Before investing in the Fund, you should
consider carefully the risks that you assume when investing in the Fund.
Index Tracking Risk. Tracking error refers to
the risk that Janus Capital may not be able to cause the Funds performance to match or correlate to that of the Underlying Index, either on a daily or aggregate basis. There are a number of factors that may contribute to the Funds
tracking error, such as Fund expenses, imperfect correlation between the Funds investments and those of the Underlying Index, rounding of share prices, the timing or magnitude of changes to the composition of the Underlying Index, settlement
in foreign markets, regulatory policies, and a high portfolio turnover rate. The Fund incurs operating expenses not applicable to the Underlying Index and incurs costs associated with buying and selling securities, especially when rebalancing the
Funds securities holdings to reflect changes in the composition of the Underlying Index. In addition, mathematical compounding may prevent the Fund from correlating with the monthly, quarterly, annual, or other period performance of the
Underlying Index. Tracking error may cause the Funds performance to be less than expected.
Passive Investment
Risk. The Fund is not actively managed. Therefore, unless a specific security is removed from the Underlying Index, or the selling of shares of that security is otherwise required upon a rebalancing of the Underlying Index
pursuant to the Underlying Index methodology, the Fund generally would not sell a security because the securitys issuer was in financial trouble. If a specific security is removed from the Underlying Index, the Fund may be forced to sell such
security at an inopportune time or for a price other than the securitys current market value. An investment in the Fund involves risks similar to those of investing in equity securities traded on an exchange, such as market fluctuations caused
by such factors as economic and political developments, changes in interest rates and perceived trends in security prices. It is anticipated that the value of Fund shares will decline, more or less, in correspondence with any decline in value of the
Underlying Index.
The Underlying Index may not contain the appropriate mix of securities for any particular point in the business cycle of the overall
economy, particular economic sectors, or narrow industries within which the commercial activities of the companies composing the portfolio securities holdings of the Fund are conducted, and the timing of movements from one type of security to
another in seeking to replicate the Underlying Index could have a negative effect on the Fund. Unlike with an actively managed fund, Janus Capital does not use techniques or defensive strategies designed to lessen the effects of market volatility or
to reduce the impact of periods of market decline. This means that, based on market and economic conditions, the Funds
9½Janus Detroit Street Trust
performance could be lower than other types of mutual funds that may actively shift their portfolio assets to take advantage of market opportunities or to lessen the impact of a market decline.
Fluctuation of NAV. The NAV of the Funds shares will generally fluctuate with changes in the market value of the
Funds securities holdings. The market prices of shares will generally fluctuate in accordance with changes in the Funds NAV and supply and demand of shares on the NASDAQ. It cannot be predicted whether Fund shares will trade below, at or
above their NAV. Price differences may be due, in large part, to the fact that supply and demand forces at work in the secondary trading market for shares will be closely related to, but not identical to, the same forces influencing the prices of
the securities of the Underlying Index trading individually or in the aggregate at any point in time. In addition, during periods of significant volatility, the liquidity of the underlying securities held by the Fund may affect the Funds
trading prices. While the creation/redemption feature is designed to make it likely that Fund shares normally will trade close to the Funds NAV, disruptions to creations and redemptions may result in trading prices that differ significantly
from the Funds NAV. An absence of trading in shares of the Fund, or a high volume of trading in the Fund, may result in trading prices that differ significantly from the Funds NAV. If an investor purchases Fund shares at a time when the
market price is at a premium to the NAV of the shares or sells at a time when the market price is at a discount to the NAV of the shares, then the investor may sustain losses. Further, the securities held by the Fund may be traded in markets that
close at a different time than the NASDAQ. Liquidity in those securities may be reduced after the applicable closing times. Accordingly, during the time when the NASDAQ is open but after the applicable market closing, bid-ask spreads and the
resulting premium or discount to the Fund shares NAV may widen. Similarly, the NASDAQ may be closed at times or days when markets for securities held by the Fund are open, which may increase bid-ask spreads and the resulting premium or
discount to the Fund shares NAV when the NASDAQ re-opens.
Transaction and Spread Risk. Investors buying or selling Fund
shares in the secondary market will pay brokerage commissions or other charges imposed by brokers as determined by that broker. Brokerage commissions are often a fixed amount and may be a significant proportional cost for investors seeking to buy or
sell relatively small amounts of shares. In addition, secondary market investors will also incur the cost of the difference between the price that an investor is willing to pay for shares (the bid price) and the price at which an
investor is willing to sell shares (the ask price). This difference in bid and ask prices is often referred to as the spread or bid/ask spread. The bid/ask spread varies over time for shares based on trading
volume and market liquidity, and is generally lower if the Funds shares have more trading volume and market liquidity and higher if the Funds shares have little trading volume and market liquidity. Further, increased market volatility
and trading halts affecting any of the Funds portfolio securities may cause increased bid/ask spreads. Due to the costs of buying or selling shares, including bid/ask spreads, frequent trading of shares may significantly reduce investment
results and an investment in shares may not be advisable for investors who anticipate regularly making small investments.
Trading Issues
Risk. Trading in shares on the NASDAQ may be halted due to market conditions or for reasons that, in the view of the NASDAQ, make trading in shares inadvisable. In addition, trading in shares on the NASDAQ is subject to trading
halts caused by extraordinary market volatility pursuant to the NASDAQ circuit breaker rules. There can be no assurance that the requirements of the NASDAQ necessary to maintain the listing of the Fund will continue to be met or will
remain unchanged or that the shares will trade with any volume, or at all. While the creation/redemption feature is designed to make it likely that shares will trade close to the Funds NAV, disruptions to creations and redemptions may result
in trading prices that differ significantly from the Funds NAV. If an investor purchases shares at a time when the market price is at a premium to the NAV of the shares or sells at a time when the market price is at a discount to the NAV of
the shares, then the investor may sustain losses. In addition, during periods of significant volatility, the liquidity of the underlying securities held by the Fund may affect the Funds trading prices. For example, when the Funds
underlying securities trade on foreign exchanges that are closed when the securities exchange on which the Funds shares trade is open, this may result in deviations between the current price of such an underlying security and the last quoted
price for the underlying security. This could result in premiums or discounts to the Funds NAV. During a flash crash, the market prices of the Funds shares may decline suddenly and significantly. Such a decline may not
reflect the performance of the portfolio securities held by the Fund. Flash crashes may cause Authorized Participants and other market makers to limit or cease trading in the Funds shares for temporary or longer periods. Shareholders could
suffer significant losses to the extent that they sell shares at these temporarily low market prices.
ADR/GDR Risk. To the extent
the Fund seeks exposure to foreign companies, the Funds investments may be in the form of depositary receipts or other securities convertible into securities of foreign issuers, including ADRs and GDRs. While the use of ADRs and GDRs, which
are traded on exchanges and represent ownership in foreign securities, provide an alternative to directly purchasing the underlying foreign securities in their respective national markets and currencies, investments in ADRs and GDRs continue to be
subject to certain of the risks associated with investing directly in foreign securities.
10½Janus Detroit Street Trust
Swap Risk. Swap agreements entail the risk that a party will default on its
payment obligations to the Fund. If the other party to a swap defaults, the Fund would risk the loss of the net amount of the payments that it contractually is entitled to receive. If the Fund utilizes a swap at the wrong time or judges market
conditions incorrectly, the swap may result in a loss to the Fund.
Foreign Exposure Risk. The Fund may invest in foreign equity
securities either indirectly (e.g., depositary receipts, depositary shares, and passive foreign investment companies) or directly in foreign markets, including emerging markets. With respect to investments in securities of issuers or companies that
are economically tied to different countries throughout the world, securities may be deemed to be economically tied to a particular country based on such factors as the issuers country of incorporation, primary listing, and other factors
including, but not limited to operations, revenues, headquarters, management, and shareholder base. Investments in foreign securities, may involve greater risks than investing in domestic securities because the Funds performance may depend on
factors other than the performance of a particular company. These factors include:
|
|
Currency Risk. As long as the Fund holds a foreign security, its value will be affected
by the value of the local currency relative to the U.S. dollar. When the Fund sells a foreign currency denominated security, the value of the security may be worth less in U.S. dollars even if the security increases in value in its home
country. U.S. dollar-denominated securities of foreign issuers may also be affected by currency risk, as the value of these securities may also be affected by changes in the issuers local currency.
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|
|
Political and Economic Risk. Foreign investments may be subject to
heightened political and economic risks, particularly in emerging markets which may have relatively unstable governments, immature economic structures, national policies restricting investments by foreigners, social instability, and different and/or
developing legal systems. In some countries, there is the risk that the government may take over the assets or operations of a company or that the government may impose withholding and other taxes or limits on the removal of the Funds assets
from that country. In addition, the economies of emerging markets may be predominantly based on only a few industries, may be highly vulnerable to changes in local or global trade conditions, and may suffer from extreme and volatile debt burdens or
inflation rates.
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|
|
Regulatory Risk. There may be less government supervision of foreign markets. As a
result, foreign issuers may not be subject to the uniform accounting, auditing, and financial reporting standards and practices applicable to domestic issuers, and there may be less publicly available information about foreign issuers.
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|
|
Foreign Market Risk. Foreign securities markets, particularly those of emerging market
countries, may be less liquid and more volatile than domestic markets. These securities markets may trade a small number of securities, may have a limited number of issuers and a high proportion of shares, or may be held by a relatively small number
of persons or institutions. Local securities markets may be unable to respond effectively to increases in trading volume, potentially making prompt liquidation of substantial holdings difficult or impossible at times. It is also possible that
certain markets may require payment for securities before delivery, and delays may be encountered in settling securities transactions. In some foreign markets, there may not be protection against failure by other parties to complete transactions. It
may not be possible for the Fund to repatriate capital, dividends, interest, and other income from a particular country or governmental entity. In addition, securities of issuers located in or economically tied to countries with emerging markets may
have limited marketability and may be subject to more abrupt or erratic price movements which could also have a negative effect on the Fund. Such factors may hinder the Funds ability to buy and sell emerging market securities in a timely
manner, affecting the Funds investment strategies and potentially affecting the value of the Fund.
|
|
|
Geographic Investment Risk. To the extent the Fund invests a significant portion of its
assets in a particular country or geographic region, the Fund will generally have more exposure to certain risks due to possible political, economic, social, or regulatory events in that country or region. Adverse developments in certain regions
could also adversely affect securities of other countries whose economies appear to be unrelated and could have a negative impact on the Funds performance.
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|
|
Transaction Costs. Costs of buying, selling, and holding foreign securities, including
brokerage, tax, and custody costs, may be higher than those involved in domestic transactions.
|
|
|
Settlement Delays. Foreign securities have different settlement procedures which
may lead to delays in the Funds settlement of certain portfolio transactions.
|
Eurozone Risk. A number
of countries in the European Union (EU) have experienced, and may continue to experience, severe economic and financial difficulties. In particular, many EU nations are susceptible to economic risks associated with high levels of debt,
notably due to investments in sovereign debt. As a result, financial markets in the EU have been subject to increased
11½Janus Detroit Street Trust
volatility and declines in asset values and liquidity. Responses to these financial problems by European governments, central banks, and others, including austerity measures and reforms, may not
work, may result in social unrest, and may limit future growth and economic recovery or have other unintended consequences. Further defaults or restructurings by governments and others of their debt could have additional adverse effects on
economies, financial markets, and asset valuations around the world. The risk of investing in securities in the European markets may also be heightened due to the referendum in which the United Kingdom voted to exit the EU (known as
Brexit). One or more other countries may also abandon the euro and/or withdraw from the EU, placing its currency and banking system in jeopardy. The impact of these actions, especially if they occur in a disorderly fashion, is not clear
but could be significant and far-reaching. To the extent that the Fund has exposure to European markets or to transactions tied to the value of the euro, these events could negatively affect the value and liquidity of the Funds investments.
All of these developments may continue to significantly affect the economies of all EU countries, which in turn may have a material adverse effect on the Funds investments in such countries, other countries that depend on EU countries for
significant amounts of trade or investment, or issuers with exposure to debt issued by certain EU countries.
These risks are described further in
the SAI.
|
INFORMATION REGARDING THE UNDERLYING INDEX
|
The Underlying Index is composed of stocks of companies selected by the Index Provider that are positioned to profit from
increasing demand for organic products. A company is deemed to be an organic company by the Index Provider if it services, produces, distributes or sells organic and natural food, beverages, cosmetics, supplements, or packaging. For a company to be
deemed an organic company, its organic business as defined above must be a material driver of its current and future business. 100% of the companies in the Underlying Index will be organic companies. For at least 80% of the Underlying Index, on a
capitalization-weighted basis, a majority of a companys revenues, sales, or assets comes from organic business. The Index Provider may solicit public comment from time to time on companies that it should consider as eligible for inclusion in
the Underlying Index.
For detailed information on how stocks are selected for inclusion in the Underlying Index, see the Solactive Organics Index
Methodology document, available at the Index Providers website.
The Underlying Index is compiled and administered by Solactive AG. The Index
Provider is not affiliated with the Fund or Janus Capital.
12½Janus Detroit Street Trust
MANAGEMENT OF THE FUND
Janus Capital Management LLC, 151 Detroit Street, Denver, Colorado 80206-4805, is the investment adviser to the Fund.
Janus Capital is responsible for the day-to-day management of the Funds investment portfolio and furnishes continuous advice and recommendations concerning the Funds investments. Janus Capital also provides certain administration
and other services and is responsible for other business affairs of the Fund.
Janus Capital (together with its predecessors and affiliates) has served as
investment adviser to Janus Henderson mutual funds since 1970 and currently serves as investment adviser to all of the Janus Henderson funds, including Janus Henderson exchange-traded funds, acts as subadviser for a number of private-label mutual
funds, and provides separate account advisory services for institutional accounts and other unregistered products.
Janus Capital has received an exemptive
order from the Securities and Exchange Commission (SEC) that permits Janus Capital, subject to the approval of the Trustees, to appoint or replace certain subadvisers to manage all or a portion of the Funds assets and enter into,
amend, or terminate a subadvisory agreement with certain subadvisers without obtaining shareholder approval (a manager-of-managers structure). The manager-of-managers structure applies to subadvisers that are not affiliated with the
Trust or Janus Capital (non-affiliated subadvisers), as well as any subadviser that is an indirect or direct wholly-owned subsidiary (as such term is defined by the 1940 Act) of Janus
Capital or of another company that, indirectly or directly, wholly owns Janus Capital (collectively, wholly-owned subadvisers).
Pursuant to
the order, Janus Capital, with the approval of the Trustees, has the discretion to terminate any subadviser and allocate and reallocate the Funds assets among Janus Capital and any other non-affiliated subadvisers or wholly-owned subadvisers
(including terminating a non-affiliated subadviser and replacing it with a wholly-owned subadviser). Janus Capital, subject to oversight and supervision by the Trustees, has responsibility to oversee any subadviser to the Fund and to recommend for
approval by the Trustees, the hiring, termination, and replacement of subadvisers for the Fund. The order also permits the Fund to disclose subadvisers fees only in the aggregate in the SAI. In the event that Janus Capital hires a new
subadviser pursuant to the manager-of-managers structure, the Fund would provide shareholders with information about the new subadviser and subadvisory agreement within 90 days.
Under its unitary fee structure, the Fund pays Janus Capital a Management Fee in return for providing certain
investment advisory, supervisory, and administrative services to the Fund, including the costs of transfer agency, custody, fund administration, legal, audit, and other services. Janus Capitals fee structure is designed to pay substantially
all of the Funds expenses. However, the Fund bears other expenses which are not covered under the Management Fee which may vary and affect the total level of expenses paid by shareholders, such as distribution fees (if any), brokerage expenses
or commissions, interest, dividends, taxes, litigation expenses, acquired fund fees and expenses (if any), and extraordinary expenses.
The Funds
Management Fee is calculated daily and paid monthly. The Funds advisory agreement details the Management Fee and other expenses that the Fund must pay.
The following table reflects the Funds contractual Management Fee rate for the most recent fiscal year (expressed as an annual rate). The rates shown are
fixed rates based on the Funds daily net assets.
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|
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Fund Name
|
|
Daily
Net Assets
of the
Fund
|
|
Contractual
Management Fee %
(annual rate)
|
|
The Organics ETF
|
|
$0-$500 million
|
|
|
0.35
|
|
|
Next $500 million
|
|
|
0.28
|
|
|
Over $1 billion
|
|
|
0.20
|
|
13½Janus Detroit Street Trust
The chart below shows the Funds hypothetical, blended fee rate based on the Funds daily net assets at
varying asset levels.
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|
|
Fund Assets
|
|
Hypothetical
Effective Blended Rate
Management Fee (%)
(annual
rate)
|
$500 million
|
|
0.35
|
$750 million
|
|
0.327
|
$1.0 billion
|
|
0.315
|
$1.25 billion
|
|
0.292
|
$1.5 billion
|
|
0.277
|
$2.0 billion
|
|
0.258
|
$2.5 billion
|
|
0.246
|
$3.0 billion
|
|
0.238
|
$4.0 billion
|
|
0.229
|
$5.0 billion
|
|
0.223
|
$6.0 billion
|
|
0.219
|
For the fiscal year ended October 31, 2019, the aggregate fee paid to Janus Capital, as a percentage of average net assets,
was 0.35%. A discussion regarding the basis for the Trustees approval of the Funds investment advisory agreement is included in the Funds annual report (for the period ending October 31) or semiannual report (for the period ending
April 30) to shareholders. You can request the Funds annual or semiannual reports (as they become available), free of charge, by contacting your broker-dealer, plan sponsor, or financial intermediary, or
by contacting a Janus representative at 1-800-668-0434. The reports are also available, free of charge, at janushenderson.com/info.
The Organics ETF
Co-Portfolio Managers
Benjamin Wang and Scott M. Weiner are jointly responsible for the day-to-day management of the Fund, with no limitation on the authority of any co-portfolio manager in relation to the others.
Benjamin Wang, CFA, is Co-Portfolio Manager of the Fund, which he has co-managed since inception. He is also Portfolio
Manager of other Janus accounts. Mr. Wang joined Janus Capital in November 2014 following Janus Capitals acquisition of VelocityShares, LLC. Prior to joining Janus Capital, Mr. Wang was Vice President at VelocityShares, LLC from 2012
to 2014, and an execution trader at Goldman Sachs Asset Management from 2007 to 2011. He holds a Bachelor of Science degree and a Master of Engineering in Computer Science from the Massachusetts Institute of Technology, and a Master of Science
degree in Financial Engineering from Columbia University. Mr. Wang holds the Chartered Financial Analyst designation.
Scott M.
Weiner, DPhil, is Co-Portfolio Manager of the Fund, which he has co-managed since inception. He is also Portfolio Manager of other Janus accounts. Mr. Weiner joined Janus Capital in November 2014 following Janus Capitals
acquisition of VelocityShares, LLC. Prior to joining Janus Capital, Mr. Weiner was Managing Director at VelocityShares, LLC from 2011 to 2014, and Managing Director and U.S. Head of Equity Derivatives and Quantitative Strategy at Deutsche Bank
from 2005 to 2010. He holds an Economics degree from the Wharton School of the University of Pennsylvania, a Masters degree in Economics from the University of Oxford, and also received his Doctorate in Economics from the University of Oxford.
Information about the portfolio managers compensation structure and other accounts managed is included in the SAI.
Conflicts of Interest
Janus Capital manages many funds
and numerous other accounts, which may include separate accounts and other pooled investment vehicles, such as hedge funds. Side-by-side management of multiple accounts, including the management of a cash collateral pool for securities lending and
investing the Janus Henderson funds cash, may give rise to conflicts of interest among those accounts, and may create potential risks, such as the risk that investment activity in one account may adversely affect another account. For example,
short sale activity in an account could adversely affect the market value of long positions in one
14½Janus Detroit Street Trust
or more other accounts (and vice versa). Side-by-side management may raise additional potential conflicts of interest relating to the allocation of investment opportunities and the aggregation
and allocation of trades.
In addition, from time to time, Janus Capital or its affiliates may, subject to compliance with applicable law, purchase and
hold shares of the Fund for their own accounts, or may purchase shares of the Fund for the benefit of their clients, including other Janus Henderson Funds. Increasing the Funds assets may enhance the Funds profile with financial
intermediaries and platforms, investment flexibility and trading volume. Janus Capital and its affiliates reserve the right, subject to compliance with applicable law, to dispose of at any time some or all of the shares of the Fund acquired for
their own accounts or for the benefit of their clients. A large sale of Fund shares by Janus Capital or its affiliates could significantly reduce the asset size of the Fund, which might have an adverse effect on the Funds investment
flexibility or trading volume. Janus Capital considers the effect of redemptions on the Fund and other shareholders in deciding whether to dispose of its shares of the Fund.
Janus Capital believes it has appropriately designed and implemented policies and procedures to mitigate these and other potential conflicts of interest. A
further discussion of potential conflicts of interest and policies and procedures intended to mitigate them is contained in the Funds SAI.
15½Janus Detroit Street Trust
OTHER INFORMATION
Creation Units for the Fund are distributed by ALPS Distributors, Inc. (the Distributor), which is a member of the
Financial Industry Regulatory Authority, Inc. (FINRA). To obtain information about FINRA member firms and their associated persons, you may contact FINRA at www.finra.org, or 1-800-289-9999.
Solactive AG (Solactive or the Index Provider) is the Index Provider for the Underlying Index. Janus
Capital has entered into a license agreement with Solactive to use the Underlying Index.
Disclaimers
Neither Solactive nor any of its affiliates make any representation or warranty, express or implied, to the owners of the Fund or any member of the public
regarding the advisability of investing in securities generally or in the Fund particularly or the ability of the Underlying Index to track general market performance. The Underlying Index is determined, composed, and calculated by Solactive without
regard to Janus Capital or the Fund. Solactive has no obligation to take the needs of Janus Capital or the owners of the Fund into consideration in determining, composing, or calculating the Underlying Index. Solactive is not responsible for and has
not participated in the determination of the timing of, prices at, or quantities of the Fund to be issued or in the determination or calculation of the equation by which the Fund is to be converted into cash.
ALTHOUGH SOLACTIVE SHALL OBTAIN INFORMATION FOR INCLUSION IN OR FOR USE IN THE CALCULATION OF THE UNDERLYING INDEX FROM SOURCES WHICH IT CONSIDERS RELIABLE, IT
DOES NOT GUARANTEE THE QUALITY, ACCURACY AND/OR THE COMPLETENESS OF THE UNDERLYING INDEX OR ANY DATA INCLUDED THEREIN AND SHALL HAVE NO LIABILITY FOR ERRORS OR OMISSIONS OF ANY KIND RELATED TO THE UNDERLYING INDEX OR DATA. SOLACTIVE MAKES NO
WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY JANUS CAPITAL, OWNERS OF THE FUND, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE UNDERLYING INDEX OR ANY DATA INCLUDED THEREIN IN CONNECTION WITH THE RIGHTS LICENSED TO
JANUS CAPITAL FOR ANY OTHER USE. SOLACTIVE MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE UNDERLYING INDEX OR ANY DATA
INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL IT HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.
Janus Capital does not guarantee the accuracy and/or the completeness of the Underlying Index or any data included therein, and Janus Capital shall have no
liability for any errors, omissions or interruptions therein. Janus Capital makes no warranty, express or implied, as to results to be obtained by the Fund, owners of the shares of the Fund or any other person or entity from the use of the
Underlying Index or any data included therein. Janus Capital makes no express or implied warranties, and expressly disclaims all warranties of merchantability or fitness for a particular purpose or use with respect to the Underlying Index or any
data included therein. Without limiting any of the foregoing, in no event shall Janus Capital have any liability for any special, punitive, direct, indirect or consequential damages (including lost profits) arising out of matters relating to the use
of the Underlying Index even if notified of the possibility of such damages.
16½Janus Detroit Street Trust
DIVIDENDS, DISTRIBUTIONS AND
TAXES
To avoid taxation of the Fund, the Internal Revenue Code requires the Fund to distribute all or substantially all of its net
investment income and any net capital gains realized on its investments at least annually.
Distribution Schedule
Dividends from net investment income are generally declared and distributed to shareholders quarterly. Distributions of net capital gains are declared and
distributed at least annually. Dividends may be declared and paid more frequently to improve Underlying Index tracking or to comply with the distribution requirements of the Internal Revenue Code. The date you receive your distribution may vary
depending on how your intermediary processes trades. Dividend payments are made through Depository Trust Company (DTC) participants and indirect participants to beneficial owners then of record with proceeds received from the Fund.
Please consult your intermediary for details.
How Distributions Affect the Funds NAV
Distributions, other than daily income dividends, are paid to shareholders as of the record date of a distribution of the Fund, regardless of how long the
shares have been held. Undistributed income and net capital gains are included in the Funds daily NAV. The Funds NAV drops by the amount of the distribution, net of any subsequent market fluctuations. For example, assume that on
December 31, the Fund declared a dividend in the amount of $0.25 per share. If the Funds NAV was $10.00 on December 30, the Funds NAV on December 31 would be $9.75, barring market fluctuations. You should be aware that
distributions from a taxable fund do not increase the value of your investment and may create income tax obligations.
No dividend reinvestment service is
provided by the Trust. Financial intermediaries may make available the DTC book-entry Dividend Reinvestment Service for use by beneficial owners of Fund shares for reinvestment of their dividend distributions. Beneficial owners should contact their
financial intermediary to determine the availability and costs of the service and the details of participation therein. Financial intermediaries may require beneficial owners to adhere to specific procedures and timetables. If this service is
available and used, dividend distributions of both income and net capital gains will be automatically reinvested in additional whole shares of the Fund purchased in the secondary market.
As with any investment, you should consider the tax consequences of investing in the Fund. The following is a general
discussion of certain federal income tax consequences of investing in the Fund. The discussion does not apply to qualified tax-advantaged accounts or other non-taxable entities, nor is it a complete analysis
of the federal income tax implications of investing in the Fund. You should consult your tax adviser regarding the effect that an investment in the Fund may have on your particular tax situation, including the federal, state, local, and foreign tax
consequences of your investment.
Taxes on Distributions
Distributions by the Fund are subject to federal income tax, regardless of whether the distribution is made in cash or reinvested in additional shares of the
Fund. Distributions from net investment income (which includes dividends, interest, and realized net short-term capital gains), other than qualified dividend income, are taxable to shareholders as ordinary income. Distributions of qualified dividend
income are taxed to individuals and other noncorporate shareholders at long-term capital gain rates, provided certain holding period and other requirements are satisfied. Dividends received from REITs, certain foreign corporations, and income
received in lieu of dividends in a securities lending transaction generally will not constitute qualified dividend income. Distributions of net capital gain (i.e., the excess of net long-term capital gain over net short-term capital
loss) are taxable as long-term capital gain, regardless of how long a shareholder has held Fund shares. Individuals, trusts, and estates whose income exceeds certain threshold amounts are subject to an additional 3.8% Medicare contribution tax
on net investment income. Net investment income includes dividends paid by the Fund and capital gains from any sale or exchange of Fund shares. The Funds net investment income and capital gains are distributed to (and may be taxable to) those
persons who are shareholders of the Fund at the record date of such payments. Although the Funds total net income and net realized gain are the results of its operations, the per share amount distributed or taxable to shareholders is affected
by the number of Fund shares outstanding at the record date. Distributions declared to shareholders of record in October, November, or December and paid on or before January 31 of the succeeding year will be treated for federal income tax
purposes as if received by shareholders on December 31 of the year in which the distribution was declared. Generally, account tax information will be made available to shareholders on or before February 15 of each year. Information
regarding distributions may also be reported to the Internal Revenue Service (IRS).
17½Janus Detroit Street Trust
Taxes on Sales
Any time you sell the shares of the Fund in a taxable account, it is considered a taxable event. Depending on the purchase price and the sale price, you may
have a gain or loss on the transaction. The gain or loss will generally be treated as a long-term capital gain or loss if you held your shares for more than one year and if not held for such period, as a short-term capital gain or loss. Any tax
liabilities generated by your transactions are your responsibility.
U.S. federal income tax withholding may be required on all distributions payable to
shareholders who fail to provide their correct taxpayer identification number, fail to make certain required certifications, or who have been notified by the IRS that they are subject to backup withholding. The current backup withholding rate is
applied.
For shares purchased and sold from a taxable account, your intermediary will report cost basis information to you and to the IRS. Your
intermediary will permit shareholders to elect their preferred cost basis method. In the absence of an election, your cost basis method will be your intermediarys default method, which is often the average cost method. Please consult your tax
adviser to determine the appropriate cost basis method for your particular tax situation and to learn more about how the cost basis reporting laws apply to you and your investments.
Taxation of the Fund
Dividends, interest, and some
capital gains received by the Fund on foreign securities may be subject to foreign tax withholding or other foreign taxes.
Certain fund transactions may
involve short sales, futures, options, swap agreements, hedged investments, and other similar transactions, and may be subject to special provisions of the Internal Revenue Code that, among other things, can potentially affect the character, amount,
and timing of distributions to shareholders, and utilization of capital loss carryforwards. The Fund will monitor its transactions and may make certain tax elections and use certain investment strategies where applicable in order to mitigate the
effect of these tax provisions, if possible.
The Fund does not expect to pay any federal income or excise taxes because it intends to meet certain
requirements of the Internal Revenue Code, including the distribution each year of substantially all its net investment income and net capital gains. It is important for the Fund to meet these requirements so that any earnings on your investment
will not be subject to federal income taxes twice. If the Fund invests in a partnership, however, it may be subject to state tax liabilities.
18½Janus Detroit Street Trust
SHAREHOLDERS GUIDE
The Fund issues or redeems its shares at NAV per share only in Creation Units. Shares of the Fund are listed for trading on a national securities exchange and
trade on the secondary market during the trading day. Shares can be bought and sold throughout the trading day like shares of other publicly traded companies. There is no minimum investment. When buying or selling Fund shares through a broker, you
will incur customary brokerage commissions and charges, and you may pay some or all of the spread between the bid and offered price in the secondary market on each purchase and sale transaction. Fund shares are traded on the NASDAQ under the
trading symbol ORG. Share prices are reported in dollars and cents per share.
Authorized Participants may acquire Fund shares directly from the Fund, and
Authorized Participants may tender their Fund shares for redemption directly to the Fund, at NAV per share, only in Creation Units and in accordance with the procedures described in the SAI.
The Board of Trustees of the Trust approved a plan to liquidate and terminate the Fund, effective on or about March 17, 2020 (the Liquidation
Date). After the close of business on or about March 12, 2020, the Fund will no longer accept creation orders. Trading in the Fund will be halted prior to market open on or about March 13, 2020. Proceeds of the liquidation are currently
scheduled to be sent to shareholders on or about March 18, 2020. Termination of the Fund is expected to occur as soon as practicable following the liquidation. During the time between market open on March 13, 2020 and the Liquidation Date, because
shares will not be traded on NASDAQ, there may not be a trading market for the Funds shares. Shareholders may sell shares of the Fund on NASDAQ until the market close on March 12, 2020 and may incur typical transaction fees from their
broker-dealer.
The per share NAV of the Fund is computed by dividing the total value of the Funds portfolio, less any liabilities, by
the total number of outstanding shares of the Fund. The Funds NAV is calculated as of the close of the regular trading session of the New York Stock Exchange (NYSE) (normally 4:00 p.m. New York time) each day that the NYSE is open.
However, the NAV may still be calculated if trading on the NYSE is restricted, provided there is sufficient pricing information available for the Fund to value its securities, or as permitted by the SEC. Foreign securities held by the Fund may be
traded on days and at times when the NYSE is closed and the NAV is therefore not calculated. Accordingly, the value of the Funds holdings may change on days that are not Business Days in the United States and on which you will not be able to
purchase or sell the Funds shares.
Securities held by the Fund are valued in accordance with policies and procedures established by and under
the supervision of the Trustees. To the extent available, equity securities (including shares of exchange-traded funds) are generally valued on the basis of market quotations. Most fixed-income securities are typically valued using an evaluated bid
price supplied by an approved pricing service that is intended to reflect market value. The evaluated bid price is an evaluation that may consider factors such as security prices, yields, maturities, and ratings. Certain short-term instruments
maturing within 60 days or less may be valued at amortized cost, which approximates market value. If a market quotation or evaluated price for a security is not readily available or is deemed unreliable, or if an event that is expected to affect the
value of the security occurs after the close of the principal exchange or market on which the security is traded, and before the close of the NYSE, a fair value of the security will be determined in good faith under the policies and procedures. Such
events include, but are not limited to: (i) a significant event that may affect the securities of a single issuer, such as a merger, bankruptcy, or significant issuer-specific development; (ii) an event that may affect an entire market,
such as a natural disaster or significant governmental action; (iii) a non-significant event such as a market closing early or not opening, or a security trading halt; and (iv) pricing of a non-valued security and a restricted or
non-public security. This type of fair value pricing may be more commonly used with foreign equity securities, but it may also be used with, among other things, thinly-traded domestic securities or fixed-income securities. Special valuation
considerations may apply with respect to odd-lot fixed-income transactions which, due to their small size, may receive evaluated prices by pricing services which reflect a large block trade and not what actually could be obtained for the
odd-lot position. For valuation purposes, quotations of foreign portfolio securities, other assets and liabilities, and forward contracts stated in foreign currency are generally translated into U.S. dollar equivalents at the prevailing market
rates.
The value of the securities of open-end mutual funds held by the Fund, if any, will be calculated using the NAV of such open-end mutual funds, and the prospectuses for such open-end mutual funds explain the circumstances under which they use fair value pricing and the effects of using fair value pricing.
All purchases, sales, or other account activity must be processed through your financial intermediary or plan sponsor.
19½Janus Detroit Street Trust
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DISTRIBUTION AND SERVICING FEES
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Distribution and Shareholder Servicing Plan
The Trust has adopted a Distribution and Servicing Plan for shares of the Fund pursuant to Rule 12b-1 under the 1940 Act (the Plan). The Plan
permits compensation in connection with the distribution and marketing of Fund shares and/or the provision of certain shareholder services. The Plan permits the Fund to pay the Distributor or its designee, a fee for the sale and distribution and/or
shareholder servicing of the shares at an annual rate of up to 0.25% of average daily net assets of the shares of the Fund. However, payment of a 12b-1 Plan fee has not been authorized at this time.
Under the terms of the Plan, the Trust is authorized to make payments to the Distributor or its designee for remittance to retirement plan service providers,
broker-dealers, bank trust departments, financial advisors, and other financial intermediaries, as compensation for distribution and/or shareholder services performed by such entities for their customers who are investors in the Fund.
The 12b-1 fee may only be imposed or increased when the Trustees determine that it is in the best interests of shareholders to do so and the imposition of or
increase in the 12b-1 fee is first approved by the Funds shareholders. Because these fees are paid out of the Funds assets on an ongoing basis, to the extent that a fee is authorized and payments are made, over time they will increase
the cost of an investment in the Fund. The Plan fee may cost an investor more than other types of sales charges.
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PAYMENTS TO FINANCIAL INTERMEDIARIES BY JANUS
CAPITAL OR ITS AFFILIATES
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From their own assets, Janus Capital or its affiliates pay selected brokerage firms or other financial intermediaries for
making certain funds available to their clients or otherwise distributing, promoting or marketing the funds. Janus Capital or its affiliates also make payments to one or more intermediaries for information about transactions and holdings in the
funds, such as the amount of fund shares purchased, sold or held through the intermediary and or its salespersons, the intermediary platform(s) on which shares are transacted and other information related to the funds. Payments made by Janus Capital
and its affiliates may eliminate or reduce trading commissions that the intermediary would otherwise charge its customers or its salespersons in connection with the purchase or sale of certain funds. Payment by Janus Capital or its affiliates to
eliminate or reduce a trading commission creates an incentive for salespersons of the intermediary to sell the Janus Henderson funds over other funds for which a commission would be charged. The amount of these payments is determined from time to
time by Janus Capital, may be substantial, and may differ for different intermediaries. Janus Capital may determine to make payments based on any number of factors or metrics. For example, Janus Capital may make payments at year-end and/or other
intervals in a fixed amount, an amount based upon an intermediarys services at defined levels, an amount based upon the total assets represented by funds subject to arrangements with the intermediary, or an amount based on the
intermediarys net sales of one or more funds in a year or other period, any of which arrangements may include an agreed-upon minimum or maximum payment, or any combination of the foregoing. More information regarding these payments is
contained in the SAI.
With respect to non-exchange-traded Janus Henderson funds not offered in this Prospectus, Janus Capital or its affiliates pay
fees, from their own assets, to selected brokerage firms, banks, financial advisors, retirement plan service providers, and other financial intermediaries that sell the Janus Henderson funds for distribution, marketing, promotional, or related
services, and/or for providing recordkeeping, subaccounting, transaction processing, and other shareholder or administrative services (including payments for processing transactions via National Securities Clearing Corporation (NSCC) or
other means) in connection with investments in the Janus Henderson funds. These fees are in addition to any fees that may be paid by the Janus Henderson funds for certain of these types of services or other services. Shareholders investing
through an intermediary should consider whether such arrangements exist when evaluating any recommendations from an intermediary.
In addition, Janus
Capital or its affiliates may also share certain marketing expenses with intermediaries, or pay for or sponsor informational meetings, seminars, client awareness events, support for marketing materials, sales reporting, or business building programs
for such intermediaries to raise awareness of the Janus Henderson funds. Janus Capital or its affiliates may make payments to participate in intermediary marketing support programs which may provide Janus Capital or its affiliates with one or more
of the following benefits: attendance at sales conferences, participation in meetings or training sessions, access to or information about intermediary personnel, use of an intermediarys marketing and communication infrastructure, fund
analysis tools, data, business planning and strategy sessions with intermediary personnel, information on industry- or platform-specific developments, trends and service providers, and other marketing-related services. Such payments may be in
addition to, or in lieu of, the payments described above. These payments are intended to promote the sales of Janus Henderson funds and to reimburse financial intermediaries, directly or indirectly, for the costs that they or their salespersons
incur in connection with
20½Janus Detroit Street Trust
educational seminars, meetings, and training efforts about the Janus Henderson funds to enable the intermediaries and their salespersons to make suitable recommendations, provide useful services,
and maintain the necessary infrastructure to make the Janus Henderson funds available to their customers.
The receipt of (or prospect of receiving)
payments, reimbursements and other forms of compensation described above may provide a financial intermediary and its salespersons with an incentive to favor sales of Janus Henderson funds shares over sales of other funds (or non-mutual fund
investments), with respect to which the financial intermediary does not receive such payments or receives them in a lower amount. The receipt of these payments may cause certain financial intermediaries to elevate the prominence of the Janus
Henderson funds within such financial intermediarys organization by, for example, placement on a list of preferred or recommended funds and/or the provision of preferential or enhanced opportunities to promote the Janus Henderson funds in
various ways within such financial intermediarys organization.
From time to time, certain financial intermediaries approach Janus Capital to request
that Janus Capital make contributions to certain charitable organizations. In these cases, Janus Capitals contribution may result in the financial intermediary, or its salespersons, recommending Janus Henderson funds over other funds (or
non-mutual fund investments).
The payment arrangements described above will not change the price an investor pays for shares nor the amount that a
Janus Henderson fund receives to invest on behalf of the investor. You should consider whether such arrangements exist when evaluating any recommendations from an intermediary to purchase or sell shares of the Fund. Please contact your
financial intermediary or plan sponsor for details on such arrangements.
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PURCHASING AND SELLING SHARES
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Shares of the Fund are listed for trading on a national securities exchange during the trading day. Shares can be bought and
sold throughout the trading day like shares of other publicly traded companies. However, there can be no guarantee that an active trading market will develop or be maintained, or that the Fund shares listing will continue or remain unchanged. The
Fund does not impose any minimum investment for shares of the Fund purchased on an exchange. Buying or selling the Funds shares involves certain costs that apply to all securities transactions. When buying or selling shares of the Fund through
a financial intermediary, you may incur a brokerage commission or other charges determined by your financial intermediary. Due to these brokerage costs, if any, frequent trading may detract significantly from investment returns. In addition, you may
also incur the cost of the spread (the difference between the bid price and the ask price). The commission is frequently a fixed amount and may be a significant cost for investors seeking to buy or sell small amounts of shares.
The spread varies over time for shares of the Fund based on its trading volume and market liquidity, and is generally less if the Fund has more trading volume
and market liquidity and more if the Fund has less trading volume and market liquidity. Shares of the Fund may be acquired through the Distributor or redeemed directly with the Fund only in Creation Units or multiples thereof, as discussed in the
Creation and Redemption of Creation Units section of the SAI. Once created, shares of the Fund generally trade in the secondary market in amounts less than a Creation Unit.
The Funds primary listing exchange is the NASDAQ. The NASDAQ is open for trading Monday through Friday and is closed on the following holidays: New
Years Day, Martin Luther King, Jr. Day, Presidents Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day.
A Business Day with respect to the Fund is each day the NASDAQ is open. Orders from Authorized Participants to create or redeem Creation Units will
only be accepted on a Business Day. On days when the NASDAQ closes earlier than normal, the Fund may require orders to create or redeem Creation Units to be placed earlier in the day. In addition, to minimize brokerage and other related trading
costs associated with securities that cannot be readily transferred in-kind, the Fund may establish early trade cut-off times for Authorized Participants to submit orders for Creation Units, in accordance with the 1940 Act. See the SAI for more
information.
In compliance with the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of
2001 (USA PATRIOT Act), your financial intermediary is required to verify certain information on your account application as part of its Anti-Money Laundering Program. You will be required to provide your full name, date of birth, social
security number, and permanent street address to assist in verifying your identity. You may also be asked to provide documents that may help to establish your identity. Until verification of your identity is made, your financial intermediary may
temporarily limit additional share purchases. In addition, your financial intermediary may close an account if it is unable to
21½Janus Detroit Street Trust
verify a shareholders identity. Please contact your financial intermediary if you need additional assistance when completing your application or additional information about the
intermediarys Anti-Money Laundering Program.
In an effort to ensure compliance with this law, Janus Capitals Anti-Money Laundering Program
(the Program) provides for the development of internal practices, procedures and controls, designation of anti-money laundering compliance officers, an ongoing training program, and an independent audit function to determine the
effectiveness of the Program.
Continuous Offering
The method by which Creation Units of shares are created and traded may raise certain issues under applicable securities laws. Because new Creation Units of
shares are issued and sold by the Fund on an ongoing basis, a distribution, as such term is used in the Securities Act of 1933, as amended (the Securities Act), may occur at any point. Broker-dealers and other persons are
cautioned that some activities on their part may, depending on the circumstances, result in their being deemed participants in a distribution in a manner which could render them statutory underwriters and subject them to the prospectus delivery
requirements and liability provisions of the Securities Act. For example, a broker-dealer firm or its client may be deemed a statutory underwriter if it takes Creation Units after placing an order with the Distributor, breaks them down into
constituent shares and sells the shares directly to customers or if it chooses to couple the creation of a supply of new shares with an active selling effort involving solicitation of secondary market demand for shares. A determination of whether
one is an underwriter for purposes of the Securities Act must take into account all the facts and circumstances pertaining to the activities of the broker-dealer or its client in the particular case, and the
examples mentioned above should not be considered a complete description of all the activities that could lead to a characterization as an underwriter.
Broker-dealer firms should also note that dealers who are not underwriters but are effecting transactions in shares, whether or not participating
in the distribution of shares, are generally required to deliver a prospectus. This is because the prospectus delivery exemption in Section 4(a)(3)(C) of the Securities Act is not available in respect of such transactions as a result of
Section 24(d) of the 1940 Act. As a result, broker-dealer firms should note that dealers who are not underwriters but are participating in a distribution (as contrasted with engaging in ordinary secondary market transactions) and
thus dealing with the shares that are part of an unsold allotment within the meaning of Section 4(a)(3)(C) of the Securities Act, will be unable to take advantage of the prospectus delivery exemption provided by Section 4(a)(3) of the
Securities Act. For delivery of prospectuses to exchange members, the prospectus delivery mechanism of Rule 153 under the Securities Act is only available with respect to transactions on a national exchange.
Book Entry
Shares of the Fund are held in book-entry
form, which means that no stock certificates are issued. The DTC or its nominee is the record owner of all outstanding shares of the Fund and is recognized as the owner of all shares for all purposes.
Investors owning shares of the Fund are beneficial owners as shown on the records of DTC or its participants. DTC serves as the securities depository for
shares of the Fund. DTC participants include securities brokers and dealers, banks, trust companies, clearing corporations and other institutions that directly or indirectly maintain a custodial relationship with DTC. As a beneficial owner of
shares, you are not entitled to receive physical delivery of stock certificates or to have shares registered in your name, and you are not considered a registered owner of shares. Therefore, to exercise any right as an owner of shares, you must rely
upon the procedures of DTC and its participants. These procedures are the same as those that apply to any other exchange-traded securities that you hold in book-entry or street name form.
Share Prices
The trading prices of the Funds
shares in the secondary market generally differ from the Funds daily NAV per share and are affected by market forces such as supply and demand, economic conditions, and other factors. Information regarding the
intra-day net asset value of the Fund is disseminated every 15 seconds throughout the trading day by the national securities exchange on which the Funds shares are primarily listed or by market data
vendors or other information providers. The intra-day net asset value calculations are estimates of the value of the Funds NAV per Fund share based on the current market value of the securities and/or
cash included in the Funds intra-day net asset value basket. The intra-day net asset value does not necessarily reflect the precise composition of the current portfolio of securities and instruments held by the Fund at a particular point in
time or the best possible valuation of the current portfolio. For example, the intra-day net asset value is based on quotes and closing prices from the securities local market and may not reflect events that occur subsequent to the local
markets close. Therefore, the intra-day net asset value should not be viewed as a real-time update of the NAV, which is computed only once a day. The intra-day net asset value is generally determined by using both current market
quotations and/or price quotations obtained from broker-dealers that may trade in the portfolio securities and instruments included in the Funds intra-day net asset value basket. The Fund is not involved in, or
22½Janus Detroit Street Trust
responsible for, the calculation or dissemination of the intra-day net asset value and makes no representation or warranty as to its accuracy. An inaccuracy in the intra-day net asset value could
result from various factors, including the difficulty of pricing portfolio instruments on an intra-day basis.
Premiums and Discounts
There may be differences between the daily market prices on secondary markets for shares of the Fund and the Funds NAV. NAV is the price per share at
which the Fund issues and redeems shares. See Pricing of Fund Shares above. The price used to calculate market returns (Market Price) of the Fund generally is determined using the midpoint between the highest bid and the
lowest offer on the national securities exchange on which shares of the Fund are primarily listed for trading, as of the time that the Funds NAV is calculated. The Funds Market Price may be at, above, or below its NAV. The NAV of the
Fund will fluctuate with changes in the market value of its portfolio holdings. The Market Price of the Fund will fluctuate in accordance with changes in its NAV, as well as market supply and demand.
Premiums or discounts are the differences (expressed as a percentage) between the NAV and the Market Price of the Fund on a given day, generally at the time
the NAV is calculated. A premium is the amount that the Fund is trading above the reported NAV, expressed as a percentage of the NAV. A discount is the amount that the Fund is trading below the reported NAV, expressed as a percentage of the NAV. A
discount or premium could be significant. Information regarding the frequency of daily premiums or discounts, generally at the time the NAV is calculated, during the Funds four previous calendar quarters is available at
janushenderson.com/performance by selecting the Fund for additional details.
Investments by Other Investment Companies
The Trust and the Fund are part of the Janus Henderson family of funds and are related for purposes of investor and investment services, as defined in
Section 12(d)(1)(G) of the 1940 Act.
For purposes of the 1940 Act, Fund shares are issued by a registered investment company and purchases of Fund
shares by registered investment companies and companies relying on Section 3(c)(1) or 3(c)(7) of the Act are subject to the restrictions set forth in Section 12(d)(1) of the Act, except as permitted by an exemptive order of the SEC. The
SEC has granted the Trust such an order to permit registered investment companies to invest in Fund shares beyond the limits in Section 12(d)(1)(A), subject to certain terms and conditions, including that the registered investment company first
enter into a written agreement with the Trust regarding the terms of the investment.
Frequent trading of Fund shares does not disrupt portfolio management, increase the Funds trading costs, lead to
realization of capital gains by the Fund, or otherwise harm Fund shareholders. The vast majority of trading in Fund shares occurs on the secondary market. Because these trades do not involve the Fund, they do not harm the Fund or its shareholders. A
few institutional investors are authorized to purchase and redeem Fund shares directly with the Fund. Because these trades typically are effected in kind (i.e., for securities and not for cash), they do not cause any of the harmful effects to the
issuing fund (as previously noted) that may result from frequent cash trades. For these reasons, the Trustees of the Fund have determined that it is not necessary to adopt policies and procedures to detect and deter frequent trading and market
timing of Fund shares. However, the Funds policies and procedures regarding frequent purchases and redemptions may be modified by the Trustees at any time.
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AVAILABILITY OF PORTFOLIO HOLDINGS INFORMATION
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Each business day, the Funds portfolio holdings information is provided to the Distributor or other agent for
dissemination through the facilities of the NSCC and/or other fee-based subscription services to NSCC members and/or subscribers to entities that publish and/or analyze such information in connection with the process of purchasing or redeeming
Creation Units or trading shares of the Fund in the secondary market. In addition, on each business day before commencement of trading in shares on the NASDAQ, the Fund will disclose on janushenderson.com/info the identities and quantities of each
portfolio position held by the Fund that will form the basis for the Funds calculation of the NAV per share at the end of the business day. The Fund is also required to disclose its complete holdings as an exhibit to its reports on Form N-PORT
within 60 days of the end of the first and third fiscal quarters, and in the annual report and semiannual report to Fund shareholders.
For additional
information on these disclosures and the availability of portfolio holdings information, please refer to the Funds SAI.
23½Janus Detroit Street Trust
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SHAREHOLDER COMMUNICATIONS
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Statements and Reports
Your financial intermediary or plan sponsor is responsible for sending you periodic statements of all transactions, along with trade confirmations and tax
reporting, as required by applicable law.
Your financial intermediary or plan sponsor is responsible for providing annual and semiannual reports,
including the financial statements of the Fund. These reports show the Funds investments and the market value of such investments, as well as other information about the Fund and its operations. Please contact your financial intermediary or
plan sponsor to obtain these reports. The Funds fiscal year ends October 31.
Lost (Unclaimed/Abandoned) Accounts
It is important to maintain a correct address for each shareholder. An incorrect address may cause a shareholders account statements and other mailings
to be returned as undeliverable. Based upon statutory requirements for returned mail, your financial intermediary or plan sponsor is required to attempt to locate the shareholder or rightful owner of the account. If the financial intermediary or
plan sponsor is unable to locate the shareholder, then the financial intermediary or plan sponsor is legally obligated to deem the property unclaimed or abandoned, and subsequently escheat (or transfer) unclaimed property
(including shares of a fund) to the appropriate states unclaimed property administrator in accordance with statutory requirements. Further, your account may be deemed unclaimed or abandoned, and subsequently transferred
to your state of residence if no activity (as defined by that state) occurs within your account during the time frame specified in your states unclaimed property laws. The shareholders last known address of record determines which state
has jurisdiction. Interest or income is not earned on redemption or distribution check(s) sent to you during the time the check(s) remained uncashed.
24½Janus Detroit Street Trust
FINANCIAL HIGHLIGHTS
The financial highlights table is intended to help you understand the Funds financial performance for each fiscal period shown. Items Net asset
value, beginning of period through Net asset value, end of period reflect financial results for a single Fund share. The information for the fiscal periods shown has been audited by PricewaterhouseCoopers LLP, whose report, along
with the Funds financial statements, is included in the Annual Report, which is available upon request, and incorporated by reference into the SAI.
The total returns in the tables represent the rate that an investor would have earned (or lost) on an investment in the Fund (assuming reinvestment of all
dividends and distributions).
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For a share outstanding during each year or period ended October 31
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2019
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2018
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2017
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2016(1)
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Net Asset Value, Beginning of Period
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$29.02
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$31.16
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$24.66
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$25.45
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Income/(Loss) from Investment Operations:
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Net investment income/(loss)(2)
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0.45
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0.31
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0.29
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0.06
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Net realized and unrealized gain/(loss)
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(4.92)
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(2.12)
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6.39
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(0.82)
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Total from Investment Operations
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(4.47)
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(1.81)
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6.68
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(0.76)
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Less Dividends and Distributions:
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Dividends (from net investment income)
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(0.51)
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(0.33)
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(0.18)
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(0.03)
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Total Dividends and Distributions
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(0.51)
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(0.33)
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(0.18)
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(0.03)
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Net Asset Value, End of Period
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$24.04
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$29.02
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$31.16
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$24.66
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Total Return*
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(15.46)%
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(3)
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(5.92)%
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(3)
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27.19%
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(2.98)%
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Net assets, End of Period (in thousands)
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$7,211
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$11,608
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$12,463
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$2,466
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Average Net Assets for the Period (in thousands)
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$10,077
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$12,992
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$5,314
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$2,507
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Ratios to Average Net Assets**:
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Ratio of Gross Expenses
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0.35%
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0.50%
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0.50%
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0.50%
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Ratio of Net Investment Income/(Loss)
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1.73%
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0.95%
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1.04%
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0.63%
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Portfolio Turnover Rate(4)
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33%
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52%
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86%
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20%
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*
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Total return not annualized for periods of less than one full year.
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**
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Annualized for periods of less than one full year.
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(1)
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Period from June 8, 2016 (commencement of operations) through October 31, 2016.
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(2)
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Per share amounts are calculated based on average shares outstanding during the year or period.
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(3)
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The return includes adjustments in accordance with generally accepted accounting principles required at period
end date.
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(4)
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Portfolio turnover rate excludes securities received or delivered from
in-kind processing of creation or redemptions.
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25½Janus Detroit Street Trust
You can make inquiries and request other information, including a Statement of
Additional Information, annual report, or semiannual report (as they become available), free of charge, by contacting your broker-dealer, plan sponsor, or financial intermediary, or by contacting a Janus representative at 1-800-668-0434. The
Funds Statement of Additional Information and most recent annual and semiannual reports are also available, free of charge, at janushenderson.com/info. Additional information about the Funds investments is available in the Funds
annual and semiannual reports. In the Funds annual and semiannual reports, you will find a discussion of the market conditions and investment strategies that significantly affected the Funds performance during its last fiscal period.
Other information is also available from financial intermediaries that sell shares of the Fund.
The Statement of
Additional Information provides detailed information about the Fund and is incorporated into this Prospectus by reference. Reports and other information about the Fund are available on the Electronic Data Gathering Analysis and Retrieval (EDGAR)
Database on the SECs website at http://www.sec.gov. You may obtain copies of this information, after paying a duplicating fee, by electronic request at the following e-mail address: publicinfo@sec.gov.
janushenderson.com/info
151 Detroit Street
Denver, CO
80206-4805
1-800-668-0434
The Trusts Investment Company Act File No. is 811-23112.
February 28, 2020
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Ticker
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Janus Henderson Short Duration Income ETF
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VNLA
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Principal U.S. Listing Exchange: NYSE Arca, Inc.
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Janus Detroit Street Trust
Prospectus
Beginning on January 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, paper copies of the Funds shareholder
reports will no longer be sent by mail, unless you specifically request paper copies of the reports from your broker-dealer or other financial intermediary (such as a bank). Instead, the reports will be made available on a website, and you will be
notified by mail each time a report is posted and provided with a website link to access the report.
If you already elected to receive shareholder
reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from the Fund electronically by contacting your broker-dealer or other financial
intermediary.
You may elect to receive all future reports in paper free of charge by contacting your broker-dealer or other financial intermediary.
Your election to receive reports in paper will apply to all Funds held in your account at your broker-dealer or other financial intermediary.
The
Securities and Exchange Commission has not approved or disapproved of these securities or passed on the accuracy or adequacy of this Prospectus. Any representation to the contrary is a criminal offense.
This Prospectus describes Janus Henderson Short Duration Income ETF (the Fund), a portfolio of
Janus Detroit Street Trust (the Trust). Janus Capital Management LLC (Janus Capital or Janus) serves as investment adviser to the Fund.
Shares of the Fund are not individually redeemable and the owners of Fund shares may purchase or redeem shares from the Fund in Creation Units only, in
accordance with the terms set forth in this prospectus. The purchase and sale price of individual Fund shares trading on an exchange may be below, at or above the most recently calculated net asset value for Fund shares.
TABLE OF CONTENTS
1½Janus Detroit Street Trust
FUND SUMMARY
Janus Henderson Short Duration Income ETF
Ticker: VNLA
Janus Henderson Short Duration Income ETF seeks to provide a steady income stream with capital preservation across
various market cycles. The Fund seeks to consistently outperform the FTSE 3-Month US Treasury Bill Index by a moderate amount through various market cycles while at the same time providing low volatility.
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FEES AND EXPENSES OF THE FUND
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This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. Investors may pay brokerage
commissions on their purchases and sales of Fund shares, which are not reflected in the table or in the example below.
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ANNUAL FUND OPERATING EXPENSES
(expenses that you pay each year as a percentage of the value of your investment)
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Management Fees(1)
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0.32%
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Other Expenses
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0.00%
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Total Annual Fund Operating Expenses
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0.32%
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(1)
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The Funds Management Fee is a unitary fee that is designed to pay substantially all operating
expenses, except for distribution fees (if any), brokerage expenses or commissions, interest, dividends, taxes, litigation expenses, acquired fund fees and expenses (if any), and other extraordinary expenses not incurred in the ordinary course of
the Funds business.
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EXAMPLE:
The Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other funds. The Example assumes that you invest
$10,000 in the Fund for the time periods indicated and then sell all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Funds operating expenses remain the same.
Although your actual costs may be higher or lower, based on these assumptions your costs would be:
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1 Year
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3 Years
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5 Years
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10 Years
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$33
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$
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103
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$
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180
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$
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406
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Portfolio Turnover: The Fund pays transaction costs, such as commissions, when it buys and sells
securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in
annual fund operating expenses or in the Example, affect the Funds performance. During the most recent fiscal year, the Funds portfolio turnover rate was 23% of the average value of its portfolio.
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PRINCIPAL INVESTMENT STRATEGIES
|
The Fund pursues its investment objective by investing, under normal circumstances, at least 80% of its net assets in a
portfolio of fixed income instruments of varying maturities. As a general indication of the Funds risk/return profile, the portfolio managers will seek to select fixed-income instruments that can provide a return of 2-3% (net of fees) above
the FTSE 3-Month US Treasury Bill Index. The Fund seeks value across sectors and geographies using a wide range of instruments to capitalize on investment opportunities to maximize current income while at the same time providing low volatility. The
Fund seeks to take advantage of market mispricings and dislocations caused by structural inefficiencies in the fixed income market. For example, many fixed income indices are more heavily focused on the US or other larger regions globally, and may
underrepresent smaller countries or regions that offer appealing risk-adjusted return prospects. Similarly, many fixed income indices are heavily influenced by one or more of the largest components of the index, and may underrepresent smaller
issuers that offer appealing return prospects. The types of fixed income instruments in which the Fund may invest include bonds, debt securities, and other similar instruments issued by various U.S. and foreign public- or private-sector entities.
The Fund may invest up to 20% of its assets in asset-backed securities that are rated investment grade or of similar quality as determined by Janus Capital. From time to time, the Fund may invest up to 5% of its assets in asset-backed securities
that are rated below investment grade, and up to 5% in non-agency mortgage-backed securities, so long as such instruments, together with other asset-backed securities held by
2½Janus Henderson Short Duration Income ETF
the Fund, do not exceed 20% of the Funds net assets. The Fund may also invest in cash or cash equivalents such as commercial paper, repurchase agreements and other short-duration
fixed-income securities. The Fund may invest its uninvested cash in affiliated or non-affiliated money market funds. Due to the nature of the securities in which the Fund may invest, it may have relatively high portfolio turnover compared to other
funds.
Under normal circumstances, the average portfolio duration of the Fund generally will be within 0-2 years of the FTSE 3-Month US Treasury Bill
Index. The Fund primarily invests in investment grade debt securities, rated Baa or higher by Moodys Investors Services, Inc. (Moodys), or equivalently rated by S&P Global Ratings (Standard & Poors)
or Fitch, Inc. (Fitch), or, if unrated, determined by Janus Capital to be of comparable quality. The Fund may invest in high-yield bonds, commercial paper, mortgage-backed securities, and floating rate securities that are rated below
investment grade (commonly known as high-yield debt or junk bonds), but generally intends to invest 15% or less of its net assets in such securities.
The Fund may invest up to 70% of its assets in foreign securities. Within the Funds exposure to foreign securities, it may invest in emerging markets,
including frontier markets (which are even less developed than emerging market countries), but will normally limit emerging markets investments to 15% of its net assets, measured at the time of purchase. The Fund will normally limit its foreign
currency exchange exposure to 15% of its total assets. The Fund may limit its foreign currency exchange exposure by hedging through the use of forward contracts, cross-currency swaps, and options.
The Fund may use futures, options and swaps in connection with its principal strategies in certain market conditions for various investment purposes, such as
to manage or hedge portfolio risk, enhance return, or manage duration.
The Fund is actively managed and does not seek to replicate the
performance of an index.
|
PRINCIPAL INVESTMENT RISKS
|
Although the Fund may be less volatile than funds that invest most of their assets in common stocks, the Funds
returns and yields will vary, and you could lose money. The principal risks and special considerations associated with investing in the Fund are set forth below.
Fixed-Income Securities Risk. The Fund invests in a variety of fixed-income securities. Typically, the value of fixed-income
securities changes inversely with prevailing interest rates. Therefore, a fundamental risk of fixed-income securities is interest rate risk, which is the risk that the value of such securities will generally decline as prevailing interest rates
rise, which may cause the Funds net asset value to likewise decrease. For example, while securities with longer maturities and durations tend to produce higher yields, they also tend to be more sensitive to changes in prevailing interest rates
and are therefore more volatile than shorter-term securities and are subject to greater market fluctuations as a result of changes in interest rates. Investments in fixed-income securities with very low or negative interest rates may diminish the
Funds yield and performance. Recent and potential future changes in government monetary policy may also affect the level of interest rates. These changes could cause the Funds net asset value to fluctuate or make it more difficult for
the Fund to accurately value its securities. How specific fixed-income securities may react to changes in interest rates will depend on the specific characteristics of each security. Fixed-income securities are also subject to credit risk,
prepayment risk, valuation risk, extension risk and liquidity risk. Credit risk is the risk that the credit strength of an issuer of a fixed-income security will weaken and/or that the issuer will be unable to make timely principal and interest
payments and that the security may go into default. Prepayment risk is the risk that during periods of falling interest rates, certain fixed-income securities with higher interest rates, such as mortgage- and asset-backed securities, may be prepaid
by their issuers thereby reducing the amount of interest payments. Valuation risk is the risk that one or more of the fixed-income securities in which the Fund invests are priced differently than the value realized upon such securitys sale. In
times of market instability, valuation may be more difficult. Extension risk is the risk that borrowers may pay off their debt obligations more slowly in times of rising interest rates. Liquidity risk is the risk that fixed-income securities may be
difficult or impossible to sell at the time that the portfolio managers would like or at the price the portfolio managers believe the security is currently worth.
High-Yield/High-Risk Bond Risk. High-yield/high-risk bonds may be more sensitive than other types of bonds to economic changes,
political changes, or adverse developments specific to the company that issued the bond, which may adversely affect their value. High-yield/high-risk bonds (or junk bonds) are bonds rated below investment grade by the primary rating
agencies such as S&P Global Ratings, Fitch, Inc., and Moodys Investors Service, Inc. or are unrated bonds of similar quality. The value of lower quality bonds generally is more dependent on credit risk than investment grade bonds. Issuers
of high-yield/high-risk bonds may not be as strong financially as those issuing bonds with higher credit ratings and are more vulnerable to real or
3½Janus Henderson Short Duration Income ETF
perceived economic changes, political changes, or adverse developments specific to the issuer. In addition, the junk bond market is considered to be speculative in nature and can experience
sudden and sharp price swings.
Sovereign Debt Risk. The Fund may invest in U.S. and foreign government debt securities
(sovereign debt). Investments in U.S. sovereign debt are considered relatively low risk. However, investments in foreign sovereign debt can involve a high degree of risk, including the risk that the governmental entity that controls the
repayment of sovereign debt may not be willing or able to repay the principal and/or to pay the interest on its sovereign debt in a timely manner. A sovereign debtors willingness or ability to satisfy its debt obligation may be affected by
various factors including, but not limited to, its cash flow situation, the extent of its foreign currency reserves, the availability of foreign exchange when a payment is due, and the relative size of its debt position in relation to its economy as
a whole. In the event of default, there may be limited or no legal remedies for collecting sovereign debt and there may be no bankruptcy proceedings through which the Fund may collect all or part of the sovereign debt that a governmental entity has
not repaid. In addition, to the extent the Fund invests in foreign sovereign debt it may be subject to currency risk.
Currency
Risk. As long as the Fund holds a foreign security, its value will be affected by the value of the local currency relative to the U.S. dollar. When the Fund sells a foreign currency denominated security, its value may be worth
less in U.S. dollars even if the security increases in value in its home country. U.S. dollar-denominated securities of foreign issuers may also be affected by currency risk, as the value of these securities may also be affected by changes in the
issuers local currency.
Market Risk. The value of the Funds portfolio may decrease if the value of an individual
company or security, or multiple companies or securities, in the portfolio decreases or if the portfolio managers belief about a companys intrinsic worth is incorrect. Further, regardless of how well individual companies or securities
perform, the value of the Funds portfolio could also decrease if there are deteriorating economic or market conditions. It is important to understand that the value of your investment may fall, sometimes sharply, in response to changes in the
market, and you could lose money. Market risk may affect a single issuer, industry, economic sector, or the market as a whole.
Derivatives
Risk. Derivatives, such as swaps, forwards, futures, and options, involve risks in addition to the risks of the underlying referenced securities or asset. Gains or losses from a derivative investment can be substantially greater
than the derivatives original cost and can therefore involve leverage. Leverage may cause the Fund to be more volatile than if it had not used leverage. Because most derivatives are not eligible to be transferred in-kind, the Fund may be
subject to increased liquidity risk to the extent its derivative positions become illiquid. Derivatives also involve the risk that the counterparty to the derivative transaction will default on its payment obligations. While use of derivatives to
hedge can reduce or eliminate losses, it can also reduce or eliminate gains or cause losses if the market moves in a manner different from that anticipated by the portfolio managers or if the cost of the derivative outweighs the benefit of the
hedge. The risks associated with derivatives may be heightened when they are used to enhance a Funds return rather than solely for hedging purposes. Changes in laws or regulations may make the use of derivatives more costly, may limit the
availability of derivatives, or may otherwise adversely affect the use, value or performance of derivatives.
LIBOR Replacement
Risk. Many financial instruments may be tied to the London Interbank Offered Rate, or LIBOR, to determine payment obligations, financing terms, hedging strategies, or investment value. LIBOR is the offered rate for
short-term Eurodollar deposits between major international banks. Thus, the Fund generally must rely on contractual provisions in the loan agreement and common-law fraud protections under applicable state law. On July 27, 2017, the head of the
United Kingdoms Financial Conduct Authority announced a desire to phase out the use of LIBOR by the end of 2021. There remains uncertainty regarding the future utilization of LIBOR and the nature of any replacement rate. As such, the potential
effect of a transition away from LIBOR on the Fund or the financial instruments in which the Fund invests cannot yet be determined.
Mortgage-Backed Securities Risk. Mortgage-backed securities are classified generally as either commercial mortgage-backed securities
or residential mortgage-backed securities, each of which is subject to certain specific risks. Mortgage-backed securities tend to be more sensitive to changes in interest rates than other types of debt securities. Investments in mortgage-backed
securities are subject to both extension risk, where borrowers extend the duration of their mortgages in times of rising interest rates, and prepayment risk, where borrowers pay off their mortgages sooner than expected in times of declining interest
rates. These risks may reduce the Funds returns. In addition, investments in mortgage-backed securities, including those comprised of subprime mortgages, may be subject to a higher degree of credit risk, valuation risk, and liquidity risk than
various other types of fixed-income securities.
Asset-Backed Securities Risk. Asset-backed securities may be adversely affected
by changes in interest rates, underperformance of the underlying assets, the creditworthiness of the entities that provide any supporting letters of credit, surety bonds, or other
4½Janus Henderson Short Duration Income ETF
credit or liquidity enhancements. In addition, most asset-backed securities are subject to prepayment risk in a declining interest rate environment, and extension risk in an increasing rate
environment.
Rule 144A Securities Risk. The Fund may invest in Rule 144A securities that are not registered for sale to the
general public under the Securities Act of 1933, as amended, but which may be resold to certain institutional investors. Such securities may be determined to be liquid in accordance with the requirements of Rule 22e-4, under the Investment Company
Act of 1940, as amended (1940 Act). However, an insufficient number of qualified institutional buyers interested in purchasing Rule 144A securities at a particular time could affect negatively the Funds ability to dispose of such
securities promptly or at expected prices. As such, even if determined to be liquid, the Funds investment in Rule 144A securities may subject the Fund to enhanced liquidity risk and potentially increase the Funds exposure to illiquid
investments if eligible buyers become uninterested in buying Rule 144A securities at a particular time.
Foreign Exposure
Risk. The Fund may have exposure to foreign markets as a result of its investments in foreign securities and securities denominated in foreign currencies, including investments in emerging markets, which can be more volatile than
the U.S. markets. As a result, its returns and net asset value may be affected to a large degree by fluctuations in currency exchange rates or political or economic conditions in a particular country. In some foreign markets, there may not be
protection against failure by other parties to complete transactions. It may not be possible for the Fund to repatriate capital, dividends, interest, and other income from a particular country or governmental entity. In addition, a market swing in
one or more countries or regions where the Fund has invested a significant amount of its assets may have a greater effect on the Funds performance than it would in a more geographically diversified portfolio. To the extent the Fund invests in
foreign debt securities, such investments are sensitive to changes in interest rates. Additionally, investments in securities of foreign governments involve the risk that a foreign government may not be willing or able to pay interest or repay
principal when due. The Funds investments may be denominated in foreign currencies and therefore, changes in the value of a countrys currency compared to the U.S. dollar may affect the value of the Funds investments.
Emerging Markets Risk. The risks of foreign investing mentioned above are heightened when investing in emerging markets. Emerging
markets securities involve a number of additional risks, which may result from less government supervision and regulation of business and industry practices (including the potential lack of strict finance and accounting controls and standards),
stock exchanges, brokers, and listed companies, making these investments potentially more volatile in price and less liquid than investments in developed securities markets, resulting in greater risk to investors. The risks of emerging markets
securities are further magnified with respect to frontier market securities.
Management Risk. The Fund is an actively managed
investment portfolio and is therefore subject to the risk that the investment strategies employed for the Fund may fail to produce the intended results. Although the Fund seeks to provide long-term positive returns, market conditions or
implementation of the Funds investment process may result in losses, and the Fund may not meet its investment objective. As such, there can be no assurance of positive absolute returns.
Portfolio Turnover Risk. Increased portfolio turnover may result in higher costs for brokerage commissions, dealer mark-ups, and other
transaction costs, and may also result in taxable capital gains. Higher costs associated with increased portfolio turnover also may have a negative effect on the Funds performance.
Market Trading Risk. The Fund faces numerous market trading risks, including the potential lack of an active secondary trading market
for Fund shares, losses from trading in secondary markets, and periods of high volatility and disruption in the creation/redemption process of the Fund. Any of these factors, among others, may lead to the Funds shares trading at a premium or
discount to its net asset value. Investors buying or selling Fund shares in the secondary market will pay brokerage commissions or other charges imposed by brokers as determined by that broker. Brokerage commissions are often a fixed amount and may
be a significant proportional cost for investors seeking to buy or sell relatively small amounts of Fund shares. Although Fund shares are listed on an exchange, there can be no assurance that an active or liquid trading market for Fund shares will
develop or be maintained. In addition, trading in Fund shares on an exchange may be halted.
Trading Issues Risk. Although Fund
shares are listed for trading on the NYSE Arca, Inc. (NYSE Arca), there can be no assurance that an active trading market for such shares will develop or be maintained. The lack of an active market for Fund shares, as well as periods of
high volatility, disruptions in the creation/redemption process, or factors affecting the liquidity of the underlying securities held by the Fund, may result in the Funds shares trading at a premium or discount to its net asset value per share
(NAV). If an investor purchases shares at a time when the market price is at a premium to the NAV or sells at a time when the market price is at a discount to the NAV, the investor may sustain losses.
5½Janus Henderson Short Duration Income ETF
Trading in Fund shares may be halted due to market conditions or for reasons that, in the view of the NYSE Arca,
make trading in Fund shares inadvisable. In addition, trading is subject to trading halts caused by extraordinary market volatility pursuant to the NYSE Arca circuit breaker rules. There can be no assurance that the requirements of the
NYSE Arca necessary to maintain the Funds listing will continue to be met or will remain unchanged. During a flash crash, the market prices of the Funds shares may decline suddenly and significantly. Such a decline may not
reflect the performance of the portfolio securities held by the Fund. Flash crashes may cause Authorized Participants and other market makers to limit or cease trading in the Funds shares for temporary or longer periods. Shareholders could
suffer significant losses to the extent that they sell shares at these temporarily low market prices.
Fluctuation of NAV. The NAV
of the Fund shares will generally fluctuate with changes in the market value of the Funds securities holdings. The market prices of shares will generally fluctuate in accordance with changes in the Funds NAV and supply and demand of
shares on the NYSE Arca. An absence of trading in shares of the Fund, or a high volume of trading in the Fund, may result in trading prices that differ significantly from the Funds NAV. It cannot be predicted whether Fund shares will trade
below, at or above the Funds NAV. If an investor purchases shares at a time when the market price is at a premium to the NAV of the shares or sells at a time when the market price is at a discount to the NAV of the shares, then the investor
may sustain losses. Further, the securities held by the Fund may be traded in markets that close at a different time than the NYSE Arca. Liquidity in those securities may be reduced after the applicable closing times. Accordingly, during the time
when NYSE Arca is open but after the applicable market closing, fixing or settlement times, bid-ask spreads and the resulting premium or discount to the Fund shares NAV is likely to widen. Similarly, the NYSE Arca may be closed at times or
days when markets for securities held by the Fund are open, which may increase bid-ask spreads and the resulting premium or discount to the Fund shares NAV when the NYSE Arca re-opens. The Funds bid-ask spread and the resulting premium
or discount to the Funds NAV may also be impacted by the liquidity of the underlying securities held by the Fund, particularly in instances of significant volatility of the underlying securities.
Geographic Investment Risk. To the extent that the Fund invests a significant portion of its assets in a particular country or
geographic region, the Fund will generally have more exposure to certain risks due to possible political, economic, social, or regulatory events in that country or region. Adverse developments in certain regions could also adversely affect
securities of other countries whose economies appear to be unrelated and could have a negative impact on the Funds performance.
Sector Risk. At times, the Fund may have a significant portion of its assets invested in companies conducting business
within an economic sector. Companies in the same economic sector may be similarly affected by economic or market events, making the Fund more vulnerable to unfavorable developments in that economic sector than funds that invest more broadly. As the
Funds portfolio becomes more focused in an economic sector, the Fund is less able to spread risk and potentially reduce the risk of loss and volatility.
Authorized Participant Risk. The Fund may have a limited number of financial institutions that may act as Authorized Participants
(APs). Only APs who have entered into agreements with the Funds distributor may engage in creation or redemption transactions directly with the Fund. To the extent that those APs exit the business or are unable to process creation
and/or redemption orders, and no other AP is able to step forward to create and redeem in either of these cases, shares may trade like closed-end fund shares at a premium or a discount to NAV and possibly face delisting.
Not a Money Market Fund. The Fund is not a money market fund and is not subject to the rules that govern the quality, maturity,
liquidity and other features of securities that money market funds may purchase. Under normal circumstances, the Funds investments may be more susceptible to credit risk, interest rate risk, valuation risk and other risks compared to a money
market fund. The Fund does not seek to maintain a stable net asset value of $1.00 per share.
An investment in the Fund is not a bank deposit and is not
insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
6½Janus Henderson Short Duration Income ETF
The following information provides some indication of the risks of investing in the Fund by showing how the Funds
performance has varied over time. The bar chart depicts the change in performance from year to year during the periods indicated. The table compares the Funds average annual returns for the periods indicated to a broad-based securities market
index. The index is not available for direct investment. All figures assume reinvestment of dividends and distributions.
The Funds past
performance (before and after taxes) does not necessarily indicate how it will perform in the future. Updated performance information is available at janushenderson.com/performance or by calling 1-800-668-0434.
Janus Henderson Short Duration Income ETF
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Annual Total Returns (calendar year-end)
|
|
Best Quarter: 1st Quarter
2019 1.67% Worst Quarter: 4th Quarter 2018 0.11%
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|
|
|
|
|
|
|
|
|
Average Annual Total Returns (periods ended 12/31/19)
|
|
|
|
|
|
|
|
|
1 Year
|
|
|
Since
Inception
11/16/2016
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|
Janus Henderson Short Duration Income ETF
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|
|
|
|
|
|
|
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Return Before Taxes
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|
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4.28
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%
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2.54
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%
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Return After Taxes on Distributions
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|
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2.96
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%
|
|
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1.41
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%
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Return After Taxes on Distributions and Sale of Fund
Shares
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2.52
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%
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1.48
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%
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FTSE 3-Month US Treasury Bill Index(1)
(reflects no deductions for fees, expenses or taxes)
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2.25
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%
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1.60
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%
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(1)
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Index performance shown in the table is the total return, which assumes reinvestment of any dividends and
distributions during the time periods shown.
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After-tax returns in the table above are calculated using the historical highest individual
U.S. federal marginal income tax rates and do not reflect the impact of state or local taxes. Actual after-tax returns depend on your individual tax situation and may differ from those shown in the preceding table. The after-tax return information
shown above does not apply to Fund shares held through a tax-advantaged account, such as a 401(k) plan or an IRA.
Investment Adviser: Janus Capital Management LLC
Portfolio Managers: Nick Maroutsos is Co-Portfolio Manager of the Fund, which he has managed since inception. Daniel Siluk is
Co-Portfolio Manager of the Fund, which he has managed since inception. Jason England is Co-Portfolio Manager of the Fund, which he has managed since November 2018.
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PURCHASE AND SALE OF FUND SHARES
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The Fund is an actively-managed exchange-traded fund. Unlike shares of traditional mutual funds, shares of the Fund are not
individually redeemable and may only be purchased or redeemed directly from the Fund at NAV in large increments called Creation Units (25,000 or more shares per Creation Unit) through certain participants, known as Authorized
Participants.
7½Janus Henderson Short Duration Income ETF
Janus Capital may modify the Creation Unit size with prior notification to the Funds Authorized Participants. See the ETF portion of the Janus Henderson website for the Funds current
Creation Unit size. The Fund will generally issue Creation Units in exchange for cash, and redeem Creation Units in exchange for portfolio securities (and an amount of cash) that the Fund specifies each day. Except when aggregated in Creation Units,
Fund shares are not redeemable securities of the Fund.
Shares of the Fund are listed and trade on NYSE Arca, and individual investors can purchase or sell
shares in much smaller increments for cash in the secondary market through a broker. These transactions, which do not involve the Fund, are made at market prices that may vary throughout the day and differ from the Funds NAV. As a result, you
may pay more than NAV (at a premium) when you purchase shares, and receive less than NAV (at a discount) when you sell shares, in the secondary market.
The Funds distributions are taxable, and will be taxed as ordinary income or capital gains, unless you are investing
through a tax-advantaged arrangement, such as a 401(k) plan or an individual retirement account (in which case you may be taxed at ordinary income tax rates upon withdrawal of your investment from such account). A sale of Fund shares may result in a
capital gain or loss.
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PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL
INTERMEDIARIES
|
If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), Janus Capital and/or its
affiliates may pay broker-dealers or intermediaries for the sale and/or maintenance of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to
recommend the Fund over another investment. Ask your salesperson or visit your financial intermediarys website for more information.
8½Janus Henderson Short Duration Income ETF
ADDITIONAL INFORMATION ABOUT
THE FUND
Please refer to the following important information when reviewing the Fees and Expenses of the Fund table
in the Fund Summary of the Prospectus. The fees and expenses shown were determined based on average net assets as of the Funds most recent fiscal year ended October 31, 2019.
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|
Annual Fund Operating Expenses are paid out of the Funds assets. You do not pay these fees
directly but, as the Example in the Fund Summary shows, these costs are borne indirectly by all shareholders.
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|
The Management Fee is the rate paid by the Fund to Janus Capital for providing certain services.
Refer to Management Expenses in this Prospectus for additional information with further description in the Statement of Additional Information (SAI).
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°
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|
include taxes and governmental fees, brokerage fees, commissions and other transaction expenses, costs of
borrowing money, including interest expenses, securities lending expenses, and extraordinary expenses (such as litigation and indemnification expenses).
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°
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|
include acquired fund fees and expenses, which are indirect expenses the Fund may incur as a result of investing
in shares of an underlying fund. Acquired Fund refers to any underlying fund (including, but not limited to, exchange-traded funds) in which a fund invests or has invested during the period. If applicable, or unless otherwise indicated
in the Funds Fees and Expenses table, such amounts are less than 0.01% and are included in the Funds Other Expenses.
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|
ADDITIONAL INVESTMENT STRATEGIES AND GENERAL PORTFOLIO
POLICIES
|
The Fund is an actively managed ETF and, thus, does not seek to replicate the performance of a specified index. Accordingly,
the portfolio managers have discretion on a daily basis to manage the Funds portfolio in accordance with the Funds investment objective. Under normal circumstances, the Fund will generally sell or dispose of its portfolio investments
when, in the opinion of Janus Capital, they have reached their profit or price target, or as the result of changing market conditions. The Fund is designed for investors who seek exposure to an actively managed portfolio of fixed-income instruments.
The Funds Board of Trustees (Trustees) may change the Funds investment objective or non-fundamental principal investment
strategies without a shareholder vote. The Fund will notify you in writing at least 60 days or as soon as reasonably practicable before making any such change it considers material. If there is a material change to the Funds objective or
principal investment strategies, you should consider whether the Fund remains an appropriate investment for you. There is no guarantee that the Fund will achieve its investment objective.
The Funds portfolio holdings are disclosed on its website daily after the close of trading on the exchange and prior to the opening of trading on the
exchange the following day. A description of the Funds policies and procedures with respect to the disclosure of the Funds portfolio holdings is available in the Funds SAI. Information about the premiums and discounts at which the
Funds shares have traded will be available at janushenderson.com/performance by selecting the Fund for additional details.
Unless otherwise
stated, the following additional investment strategies and general policies apply to the Fund and provide further information including, but not limited to, the types of securities the Fund may invest in when implementing its investment objective.
Some of these strategies and policies may be part of a principal strategy. Other strategies and policies may be utilized to a lesser extent, and where applicable, are noted as non-principal investment strategies. Except for the Funds policies
with respect to investments in illiquid investments and borrowing, the percentage limitations included in these policies and elsewhere in this Prospectus and/or the SAI normally apply only at the time of purchase of a security. So, for example, if
the Fund exceeds a limit as a result of market fluctuations or the sale of other securities, it will not be required to dispose of any securities. The Glossary of Investment Terms includes descriptions of investment terms used throughout
the Prospectus.
Cash Position
The Fund may
not always stay fully invested. For example, when the portfolio managers believe that market conditions are unfavorable for investing in other fixed-income instruments, the Funds investment in cash or cash equivalents, such as commercial
paper, repurchase agreements and other short-duration fixed-income securities may increase. When the Funds investments in cash or cash equivalents increase, the Fund may not participate in market advances or declines to the same extent that it
would if it remained more fully invested. To the extent the Fund invests its uninvested cash through a sweep program
9½Janus Detroit Street Trust
(meaning its uninvested cash is pooled with uninvested cash of other funds and invested in certain securities such as repurchase agreements), it is subject to the risks of the account or fund
into which it is investing, including liquidity issues that may delay the Fund from accessing its cash.
In addition, the Fund may temporarily increase its
cash or cash equivalent position under certain unusual circumstances, such as to protect its assets or maintain liquidity in certain circumstances to meet unusually large redemptions. The Funds cash position may also increase temporarily due
to unusually large cash inflows. Under unusual circumstances such as these, the Fund may invest up to 100% of its assets in cash or cash equivalents.
Cross-Currency Swaps
The Fund may enter into
cross-currency swaps or basis swaps. A cross-currency swap involves the exchange of payments denominated in one currency for payments denominated in another. Payments are based on a notional principal amount, the value of which is fixed in exchange
rate terms at the swaps inception.
Emerging Markets
The Fund will normally limit its investments in securities of issuers or companies from or with exposure to one or more developing countries or
emerging market countries to 15% of its net assets. Emerging market countries are generally countries included in the MSCI Emerging Markets IndexSM, or otherwise excluded from the MSCI
World IndexSM. Emerging market countries in which the Fund may invest include frontier market countries, the economies of which are less developed than other emerging market countries. Frontier
market countries typically are located in the Asia-Pacific region, Central and Eastern Europe, the Middle East, Central and South America, and Africa.
Foreign Securities
The Fund may invest in foreign
securities and securities denominated in foreign currencies. The portfolio managers seek investments that meet the selection criteria, regardless of where an issuer or company is located. Foreign securities are generally selected on a
security-by-security basis without regard to any predetermined allocation among countries or geographic regions. However, certain factors, such as expected levels of inflation, government policies influencing business conditions, the outlook for
currency relationships, and prospects for economic growth among countries, regions, or geographic areas, may warrant greater consideration in selecting foreign securities. There are no limitations on the countries in which the Fund may invest, and
the Fund may at times have significant foreign exposure, including exposure to emerging markets.
High-Yield/High-Risk Bonds
A high-yield/high-risk bond (also called a junk bond) is a bond rated below investment grade by major rating agencies (i.e., BB+ or lower by
S&P Global Ratings (Standard & Poors) and Fitch, Inc. (Fitch), or Ba or lower by Moodys Investors Service, Inc. (Moodys)) or is an unrated bond of similar quality. Junk bonds are
considered to be speculative in nature and present greater risk of default (the failure to make timely interest and principal payments) than higher quality bonds.
Illiquid Investments
The Fund will not acquire any
illiquid investment if, immediately after the acquisition, the Fund would have invested more than 15% of its net assets in illiquid investments that are assets. An illiquid investment is any investment that the Fund reasonably expects cannot be sold
or disposed of in current market conditions in seven calendar days or less without the sale or disposition significantly changing the market value of the investment. For example, some securities are not registered under U.S. securities laws and
cannot be sold to the U.S. public because of Securities and Exchange Commission regulations (these are known as restricted securities). Certain restricted securities that are determined to be liquid will not be counted toward this 15%
limit.
Index Credit Default Swaps
The Fund may
invest in index credit default swaps (CDX). A CDX is a swap on an index of credit default swaps. CDXs allow an investor to manage credit risk or take a position on a basket of credit entities (such as credit default swaps or commercial
mortgage-backed securities) in a more efficient manner than transacting in a single-name credit default swap. If a credit event occurs in one of the underlying companies, the protection is paid out via the delivery of the defaulted bond by the buyer
of protection in return for a payment of notional value of the defaulted bond by the seller of protection or it may be settled through a cash settlement between the two parties. The underlying company is then removed from the index. New series of
CDXs are issued on a regular basis.
Inflation-Linked Securities
The Fund may invest in inflation-indexed bonds, including municipal inflation-indexed bonds and corporate inflation-indexed bonds, or in derivatives that are
linked to these securities. Inflation-linked bonds are fixed-income securities that have a principal value that is periodically adjusted according to the rate of inflation. If an index measuring inflation falls, the principal
10½Janus Detroit Street Trust
value of inflation-indexed bonds will typically be adjusted downward, and consequently the interest payable on these securities (calculated with respect to a smaller principal amount) will be
reduced. Because of their inflation adjustment feature, inflation-linked bonds typically have lower yields than conventional fixed-rate bonds. In addition, inflation-linked bonds also normally decline in price
when real interest rates rise. In the event of deflation, when prices decline over time, the principal and income of inflation-linked bonds would likely decline, resulting in losses to the Fund.
In the case of Treasury Inflation-Protected Securities, also known as TIPS, repayment of original bond principal upon maturity (as adjusted for inflation) is
guaranteed by the U.S. Treasury. For inflation-linked bonds that do not provide a similar guarantee, the adjusted principal value of the inflation-linked bond repaid at maturity may be less than the original principal.
Inflation-linked bonds may also be issued by, or related to, sovereign governments of other developed countries, emerging market countries, or companies or other entities not affiliated with governments.
Interest Rate Swaps
Interest rate swaps involve the
exchange by two parties of their respective commitments to pay or receive interest (e.g., an exchange of floating rate payments for fixed rate payments). Interest rate swaps are generally entered into on a net basis. Interest rate swaps do not
involve the delivery of securities, other underlying assets, or principal. Accordingly, the risk of loss with respect to interest rate swaps is limited to the net amount of interest payments that the Fund is contractually obligated to make.
Leverage
Leverage occurs when the Fund increases its
assets available for investment using reverse repurchase agreements, when-issued, delayed delivery, or forward commitment transactions, or other similar transactions. In addition, other investment techniques, such as certain derivative transactions,
can create a leveraging effect. The use of leverage is not a principal investment strategy of the Fund.
Mortgage- and Asset-Backed Securities
The Fund may purchase fixed or variable rate commercial or residential mortgage-backed securities issued by the Government National Mortgage
Association (Ginnie Mae), the Federal National Mortgage Association (Fannie Mae), the Federal Home Loan Mortgage Corporation (Freddie Mac), or other governmental or government-related entities. Ginnie Maes
guarantees are backed by the full faith and credit of the U.S. Government. Historically, Fannie Maes and Freddie Macs were not backed by the full faith and credit of the U.S. Government, and may not be in the future.
The Fund may invest up to 5% in non-agency mortgage-backed securities, which are not backed by the full faith and credit of the U.S. Government. The Fund may
invest up to 20% in asset-backed securities that are rated investment grade or of similar quality as determined by Janus Capital. From time to time, the Fund may invest up to 5% in asset-backed securities that are rated below investment grade, and
up to 5% in non-agency mortgage-backed securities, so long as such investments, together with other asset-backed securities and non-agency mortgage-backed securities held by the Fund, do not exceed 20% of the Funds net assets. Asset-backed
securities may be backed by various consumer obligations, including automobile loans, equipment leases, credit card receivables, or other collateral. In the event the underlying loans are not paid, the securities issuer could be forced to sell
the assets and recognize losses on such assets, which could impact the Funds yield and your return.
Unlike traditional debt instruments, payments on
mortgage- and asset-backed securities include both interest and a partial payment of principal. Prepayment of the principal of underlying loans at a faster pace than expected is known as prepayment risk, and may shorten the effective
maturities of these securities. This may result in the Fund having to reinvest proceeds at a lower interest rate. Mortgage- and asset-backed securities tend to be more sensitive to changes in interest rates than other types of debt securities.
In addition to prepayment risk, investments in mortgage-backed securities, particularly those comprised of subprime mortgages, and investments in other
asset-backed securities comprised of under-performing assets may be subject to a higher degree of credit risk, valuation risk, and liquidity risk than other mortgage- and asset-backed securities.
Mortgage- and asset-backed securities are also subject to extension risk, which is the risk that rising interest rates could cause mortgages or other
obligations underlying these securities to be paid more slowly than expected, increasing the Funds sensitivity to interest rate changes and causing its price to decline.
Options on Futures Contracts
An option on a futures
contract gives the buyer the right, but not the obligation, to buy or sell a futures contract at a specified price on or before a specified date. Futures contracts and options on futures are standardized and traded on designated exchanges.
11½Janus Detroit Street Trust
Options on Securities
The Fund may purchase and write put and call options on securities. A put option on a security gives the purchaser of the option the right to sell, and the
writer of the option the obligation to buy, the underlying security at any time during the option period. A call option on a security gives the purchaser of the option the right to buy, and the writer of the option the obligation to sell, the
underlying security at any time during the option period. The premium paid to the writer is the consideration for undertaking the obligations under the option contract.
Options on Swap Contracts
The Fund may enter into
options on swap agreements, commonly referred to as swaptions. A swaption is a contract that gives a purchaser the right, but not the obligation, to enter into a new swap agreement or to shorten, extend, cancel, or otherwise modify an
existing swap agreement, at some designated future time on specified terms. Swaptions can be used for a variety of purposes, including to manage the Funds overall exposure to changes in interest or foreign currency exchange rates and credit
quality; as an efficient means of adjusting the Funds exposure to certain markets; in an effort to enhance income or total return or protect the value of portfolio securities; to serve as a cash management tool; and to adjust portfolio
duration or credit risk.
Portfolio Turnover
Portfolio turnover rates are generally not a factor in making buy and sell decisions. Changes may be made to the Funds portfolio, consistent with the
Funds investment objective and policies, when the portfolio managers believe such changes are in the best interests of the Fund and its shareholders. Short-term transactions may result from the purchase of a security in anticipation of
relatively short-term gains, liquidity needs, securities having reached a price or yield objective, changes in interest rates or the credit standing of an issuer, or by reason of economic or other developments not foreseen at the time of the initial
investment decision. The Fund may also sell one security and simultaneously purchase the same or a comparable security to take advantage of short-term differentials in bond yields or securities prices. Portfolio turnover is affected by market
conditions, changes in the size of the Fund (including due to purchases and redemptions of Creation Units), the nature of the Funds investments, and the investment style of the portfolio managers. Due to the nature of the securities in which
it invests, the Fund may have relatively high portfolio turnover compared to other funds.
Increased portfolio turnover may result in higher costs for
brokerage commissions, dealer mark-ups, and other transaction costs, and may also result in taxable capital gains. Higher costs associated with increased portfolio turnover also may have a negative effect on the Funds performance.
Single-Name Credit Default Swaps
The Fund may invest in
single-name credit default swaps (CDS) to buy or sell credit protection to hedge its credit exposure, gain issuer exposure without owning the underlying security, or increase the Funds total return. CDS are a specific kind of
counterparty agreement that allow the transfer of third party credit risk from one party to the other. One party in the swap is a lender and faces credit risk from a third party, and the counterparty in the CDS agrees to insure this risk in exchange
for regular periodic payments. Single-name CDS provide exposure to a single reference entity and are not centrally cleared.
Sovereign Bond Futures
Contracts
Sovereign bond futures contracts provide for the delivery upon maturity of one sovereign bond among a basket of eligible-to-deliver
sovereign bonds.
Swap Agreements
The Fund may
utilize swap agreements such as credit default swaps, interest rate and currency swaps as a means to gain exposure to certain companies or countries, and/or to hedge or protect its portfolio from adverse movements in securities prices,
the rate of inflation, or interest rates. Swap agreements are two-party contracts to exchange one set of cash flows for another. Swap agreements entail the risk that a party will default on its payment obligations to the Fund. If the other party to
a swap defaults, the Fund would risk the loss of the net amount of the payments that it contractually is entitled to receive. If the Fund utilizes a swap at the wrong time or judges market conditions incorrectly, the swap may result in a loss to the
Fund and reduce the Funds total return. Various types of swaps such as credit default, interest rate, and currency are described in this Prospectus and/or in the Glossary of Investment Terms.
Treasury Futures Contracts
Treasury futures contracts,
which are exchange-traded, are typically used to obtain interest rate exposure in order to manage duration. A Treasury futures contract is a bilateral agreement where one party agrees to accept and the other party agrees to
12½Janus Detroit Street Trust
make delivery of a U.S. Treasury security, as called for in the agreement at a specified date and at an agreed upon price. Generally, Treasury futures contracts are closed out or rolled over
prior to their expiration date.
U.S. Government Securities
The Fund may invest in U.S. Government securities. U.S. Government securities include those issued directly by the U.S. Treasury, including Treasury
Inflation-Protected Securities (also known as TIPS), and those issued or guaranteed by various U.S. Government agencies and instrumentalities. Some government securities are backed by the full faith and credit of the United States. Other
government securities are backed only by the rights of the issuer to borrow from the U.S. Treasury. Others are supported by the discretionary authority of the U.S. Government to purchase the obligations. Certain other government securities are
supported only by the credit of the issuer. For securities not backed by the full faith and credit of the United States, the Fund must look principally to the agency or instrumentality issuing or guaranteeing the securities for repayment and may not
be able to assert a claim against the United States if the agency or instrumentality does not meet its commitment. Such securities may involve increased risk of loss of principal and interest compared to government debt securities that are backed by
the full faith and credit of the United States.
Because of the rising U.S. Government debt burden, it is possible that the U.S. Government may not be able
to meet its financial obligations or that securities issued or backed by the U.S. Government may experience credit downgrades. Such a credit event may adversely affect the financial markets.
Other Types of Investments
Unless otherwise stated
within its specific investment policies, the Fund may also invest in other types of domestic and foreign securities and use other investment strategies, as described in the Glossary of Investment Terms. These securities and strategies
are not intended to be principal investment strategies of the Fund. If successful, they may benefit the Fund by earning a return on the Funds assets or reducing risk; however, they may not achieve the Funds investment objective. These
securities and strategies may include:
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|
pass-through securities including dollar rolls
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|
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fixed-income securities issued in private placement transactions
|
The value of your investment will vary over time, sometimes significantly, and you may lose money by investing in the Fund. The
Fund invests substantially all of its assets in fixed-income instruments and derivatives that provide exposure to fixed-income instruments. The following information is intended to help you better understand
some of the risks of investing in the Fund. The impact of the following risks on the Fund may vary depending on the Funds investments. The greater the Funds investment in a particular security, the greater the Funds exposure to the
risks associated with that security. Before investing in the Fund, you should consider carefully the risks that you assume when investing in the Fund.
Cash Transaction Risk. Consistent with the Funds exemptive order to operate as an exchange-traded fund, the Fund may require all
authorized participants to purchase creation units in cash when the portfolio managers believe it is in the best interest of the Fund. Cash purchases may cause the Fund to incur portfolio transaction fees or charges or delays in investing the cash
that it would otherwise not incur if a purchase was made on an in-kind basis. To the extent the Fund determines to effect a creation unit redemption on a cash basis, it may be less tax-efficient for the Fund compared to an in-kind redemption and may
cause the Fund to incur portfolio transaction fees or charges it would not otherwise incur with an in-kind redemption, to the extent such fees or charges are not offset by the redemption transaction fee paid by creation unit transaction fee. In
addition, the Funds use of cash transactions may result in wider bid-ask spreads in Fund shares trading in the secondary market as compared to ETFs that transact exclusively on an in-kind basis.
Counterparty Risk. Fund transactions involving a counterparty are subject to the risk that the counterparty or a third
party will not fulfill its obligation to the Fund (counterparty risk). Counterparty risk may arise because of the counterpartys financial condition (i.e., financial difficulties, bankruptcy, or insolvency), market activities and
developments, or other reasons, whether foreseen or not. A counterpartys inability to fulfill its obligation may result in significant financial loss to the Fund. The Fund may be unable to recover its investment from the counterparty or may
obtain a limited recovery, and/or recovery may be delayed. The Fund may be exposed to counterparty risk to the extent it participates in lending its securities to third parties and/or cash sweep arrangements whereby the Funds cash balance is
invested in one or more types of cash management vehicles. In
13½Janus Detroit Street Trust
addition, the Fund may be exposed to counterparty risk through its investments in certain securities, including, but not limited to, repurchase agreements, debt securities, and
derivatives (including various types of forwards, swaps, futures, and options). The Fund intends to enter into financial transactions with counterparties that Janus Capital believes to be creditworthy at the time of the transaction.
There is always the risk that Janus Capitals analysis of a counterpartys creditworthiness is incorrect or may change due to market conditions. To the extent that the Fund focuses its transactions with a limited number of counterparties,
it will have greater exposure to the risks associated with one or more counterparties.
Credit Quality Risk. The
Fund is subject to the risks associated with the credit quality of the issuers of fixed-income securities. Credit quality measures the likelihood that the issuer or borrower will meet its obligations on a bond. One of the fundamental risks is credit
risk, which is the risk that an issuer will be unable to make principal and interest payments when due, or default on its obligations. Higher credit risk may negatively impact the Funds returns and yield. U.S. Government securities are
generally considered to be the safest type of investment in terms of credit risk. Municipal obligations generally rank between U.S. Government securities and corporate debt securities in terms of credit safety. Corporate debt securities,
particularly those rated below investment grade, present the highest credit risk.
Many fixed-income securities receive credit ratings from services such
as Standard & Poors, Fitch, and Moodys. These services assign ratings to securities by assessing the likelihood of issuer default. The lower a bond issue is rated by an agency, the more credit risk it is considered to represent.
Lower rated instruments and securities generally pay interest at a higher rate to compensate for the associated greater risk. Interest rates can fluctuate in response to economic or market conditions, which can result in a fluctuation in the price
of a security and impact your return and yield. If a security has not received a rating, the Fund must rely upon Janus Capitals credit assessment, which if incorrect can also impact the Funds returns and yield. Please refer to the
Explanation of Rating Categories section of this Prospectus for a description of bond rating categories.
Derivatives
Risks. Derivatives involve similar risks to those as the underlying referenced securities or assets, such as risks related to interest rates, market, credit, valuation, and liquidity, among others. There are also additional risks.
Gains or losses from a derivative investment can be substantially greater than the derivatives original cost and can therefore involve leverage. Leverage may cause the Fund to be more volatile than if it had not used leverage. Derivatives can
be complex instruments and may involve analysis that differs from that required for other investment types used by the Fund. If the value of a derivative does not correlate well with the particular market or other asset class to which the derivative
is intended to provide exposure, the derivative may not produce the anticipated result. Derivatives can also reduce the opportunity for gain or result in losses by offsetting positive returns in other investments.
Derivatives can be less liquid than other types of investments and because most derivatives are not eligible to be transferred in-kind, the Fund may be subject
to increased liquidity risk to the extent its derivative positions become illiquid, relative to an exchange-traded fund that is able to deliver its underlying investments in-kind to meet redemptions. Derivatives also entail the risk that the
counterparty will default on its payment obligations. If the counterparty to a derivative transaction defaults, the Fund would risk the loss of the net amount of the payments that it contractually is entitled to receive. If there is a default by the
other party to such a transaction, the Fund normally will have contractual remedies pursuant to the agreements related to the transaction. To the extent the Fund enters into short derivative positions, the Fund may be exposed to risks similar to
those associated with short sales, including the risk that the Funds losses are theoretically unlimited.
The Fund may use derivatives for hedging
purposes. Hedging with derivatives may increase expenses, and there is no guarantee that a hedging strategy will work. While hedging can reduce or eliminate losses, it can also reduce or eliminate gains or cause losses if the market moves in a
manner different from that anticipated by the portfolio managers or if the cost of the derivative outweighs the benefit of the hedge. The risks associated with derivatives may be heightened when they are used to enhance a Funds return rather
than solely for hedging purposes. Changes in laws or regulations may make the use of derivatives more costly, may limit the availability of derivatives, or may otherwise adversely affect the use, value or performance of derivatives.
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Cross-Currency Swaps Risk. Cross-currency or basis swaps are subject to currency risk.
They also involve exchange risk on principal and are subject to credit risk.
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Eurodollar Futures Contracts Risk. Eurodollar futures contracts involve market risk
associated with changes in interest rates.
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Forward Foreign Currency Exchange Contract Risk. Forward foreign currency exchange
contracts (forward currency contracts) involve the risk that unanticipated changes in currency prices may negatively impact the Funds performance. Moreover, there may be an imperfect correlation between the Funds portfolio
holdings of securities quoted or denominated in a particular currency and any forward currency contracts entered into by the Fund, which will expose the Fund to risk of
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foreign exchange loss. The trading markets for forward currency contracts offer less protection against defaults than trading in currency instruments on an exchange. Because a forward currency
contract is not guaranteed by an exchange or clearinghouse, a default on the contract could result in losses to the Fund and may force the Fund to cover its purchase or sale commitments, if any, at the current market price. In addition, forward
currency contract markets can experience periods of illiquidity, which could prevent the Fund from divesting of a forward currency contract at the optimal time.
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Index Credit Default Swaps Risk. If the Fund holds a long position in a CDX, the Fund
would indirectly bear its proportionate share of any expenses paid by a CDX. By investing in CDXs, the Fund could be exposed to illiquidity risk, counterparty risk, and credit risk of the issuers of the underlying loan obligations and of the CDX
markets. If there is a default by the CDX counterparty, the Fund will have contractual remedies pursuant to the agreements related to the transaction. CDXs also bear the risk that the Fund will not be able to meet its obligation to the counterparty.
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Interest Rate Futures Risk. The Funds investments in interest rate futures entail
the risk that the Funds portfolio managers prediction of the direction of interest rates is wrong, and the Fund could incur a loss. In addition, due to the possibility of price distortions in the interest rate futures market, a correct
forecast of general interest rate trends by the portfolio managers may not result in the successful use of interest rate futures.
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Interest Rate Swaps Risk. The Funds use of interest rate swaps involves investment
techniques and risks different from those associated with ordinary portfolio security transactions. Interest rate swaps may result in potential losses if interest rates do not move as expected or if the counterparties are unable to satisfy their
obligations.
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Options on Futures Contracts Risk. The amount of risk that the Fund assumes when it
purchases an option on a futures contract is the premium paid for the option, plus related transaction costs. In order to profit from an option purchased, it may be necessary to exercise the option and to liquidate the underlying futures contract
subject to the risks of the availability of a liquid offset market. The seller of an option on a futures contract is subject to the risks of commodity futures trading, including the requirement of initial and variation margin payments, as well as
the additional risk that movements in the price of the option may not correlate with movements in the price underlying security, index, currency, or futures contracts.
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Options on Securities Risk. Options on securities may be subject to greater fluctuations
in value than an investment in the underlying securities. If the Fund is unable to effect a closing purchase transaction with respect to covered options it has written, the Fund will not be able to sell the underlying securities or dispose of assets
held in a segregated account until the options expire or are exercised. Similarly, if the Fund is unable to effect a closing sale transaction with respect to options it has purchased, it will have to exercise the options in order to realize any
profit and will incur transaction costs upon the purchase or sale of underlying securities.
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Options on Swap Contracts Risk. Because the use of options on swap contracts, or
swaptions, generally does not involve the delivery of securities or other underlying assets or principal, the risk of loss with respect to swaptions generally is limited to the net amount of payments that the Fund is contractually
obligated to make. There is also a risk of a default by the other party to a swaption, in which case the Fund may not receive the net amount of payments that it contractually is entitled to receive. Entering into a swaption contract involves, to
varying degrees, the elements of credit, market, and interest rate risk, associated with both option contracts and swap contracts.
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Single-Name Credit Default Swaps Risk. When the Fund buys a single-name CDS, the Fund
will generally receive a return on its investment only as credit spreads widen or following the occurence of a credit event, such as default by the issuer of the underlying obligation (as opposed to a credit downgrade or other indication of
financial difficulty). If a single-name CDS transaction is particularly large, or if the relevant market is illiquid, it may not be possible for the Fund to initiate a single-name CDS transaction or to liquidate its position at an advantageous time
or price, which may result in significant losses. Moreover, the Fund bears the risk of loss of the amount expected to be received under a single-name CDS in the event of the default or bankruptcy of the counterparty. The risks associated with
cleared single-name CDS may be lower than that for uncleared single-name CDS because for cleared single-name CDS, the counterparty is a clearinghouse (to the extent such a trading market is available).
However, there can be no assurance that a clearinghouse or its members will satisfy their obligations to the Fund. Unlike CDXs, single-name CDS do not have the benefit of diversification across many issuers.
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Sovereign Bond Futures Contracts Risk. Interest rate movements directly affect the price
of the sovereign bond futures contracts held by the Fund. If a sovereign bond futures contract is denominated in a foreign currency, the Fund will be exposed to exchange rate risk. In addition, the price, yield, and modified duration of each
eligible-to-deliver sovereign bond under the relevant sovereign bond futures contract may change unpredictably, affecting the value of the sovereign bond futures contract.
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Treasury Futures Contracts Risk. While transactions in Treasury futures contracts may
reduce certain risks, unanticipated changes in interest rates or securities prices may result in a poorer overall performance for the Fund than if it had not entered into any Treasury futures contracts. To the extent the Fund uses Treasury futures
contracts, it is exposed to additional volatility and potential losses resulting from leverage. Losses (or gains) involving Treasury futures contracts can sometimes be substantial in part because a relatively small price movement in a
Treasury futures contract may result in an immediate and substantial loss (or gain) for the Fund.
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Emerging Markets
Risk. The Fund may invest in securities of issuers or companies from or with exposure to one or more developing countries or emerging market countries. Emerging market countries are generally countries
included in the MSCI Emerging Markets IndexSM, or otherwise excluded from the MSCI World IndexSM. To the extent that the Fund invests a
significant amount of its assets in one or more of these countries, its returns and net asset value may be affected to a large degree by events and economic conditions in such countries. The risks of foreign investing are heightened when investing
in emerging markets, which may result in the price of investments in emerging markets experiencing sudden and sharp price swings. In many developing markets, there is less government supervision and regulation of business and industry practices
(including the potential lack of strict finance and accounting controls and standards), stock exchanges, brokers, and listed companies than in more developed markets, making these investments potentially more volatile in price and less liquid than
investments in developed securities markets, resulting in greater risk to investors. There is a risk in developing countries that a future economic or political crisis could lead to price controls, forced mergers of companies, expropriation or
confiscatory taxation, imposition or enforcement of foreign ownership limits, seizure, nationalization, sanctions or imposition of restrictions by various governmental entities on investment and trading, or creation of government monopolies, any of
which may have a detrimental effect on the Funds investments. The securities markets of many of these countries may also be smaller, less liquid, and subject to greater price volatility than those in the United States. In the event of a
default on any investments in foreign debt obligations, it may be more difficult for the Fund to obtain or to enforce a judgment against the issuers of such securities. In addition, the Funds investments may be denominated in foreign
currencies and therefore, changes in the value of a countrys currency compared to the U.S. dollar may affect the value of the Funds investments. To the extent that the Fund invests a significant portion of its assets in the securities of
issuers in or companies of a single country or region, it is more likely to be impacted by events or conditions affecting that country or region, which could have a negative impact on the Funds performance. The Fund may be subject to emerging
markets risk to the extent that it invests in securities of issuers or companies which are not considered to be from emerging markets, but which have customers, products, or transactions associated with emerging markets. Additionally, foreign and
emerging market risks, including but not limited to price controls, expropriation or confiscatory taxation, imposition or enforcement of foreign ownership limits, nationalization, and restrictions on repatriation of assets may be heightened to the
extent the Fund invests in Chinese local market securities. Some of the risks of investing directly in foreign and emerging market securities may be reduced when the Fund invests indirectly in foreign securities through various other investment
vehicles including derivatives, which also involve other risks.
Emerging market countries in which the Fund may invest include frontier market countries,
which generally have smaller economies and even less developed capital markets than traditional developing markets, and, as a result, the risks of investing in developing market countries are magnified in frontier market countries. The magnification
of risks are the result of: potential for extreme price volatility and illiquidity in frontier markets; government ownership or control of parts of private sector and of certain companies; trade barriers, exchange controls, managed adjustments in
relative currency values and other protectionist measures imposed or negotiated by the countries with which frontier market countries trade; and the relatively new and unsettled securities laws in many frontier market countries.
Eurozone Risk. A number of countries in the European Union (EU) have experienced, and may continue to experience, severe
economic and financial difficulties. In particular, many EU nations are susceptible to economic risks associated with high levels of debt, notably due to investments in sovereign debt of countries such as Greece, Italy, Spain, Portugal, and Ireland.
As a result, financial markets in the EU have been subject to increased volatility and declines in asset values and liquidity. Responses to these financial problems by European governments, central banks, and others, including austerity measures and
reforms, may not work, may result in social unrest, and may limit future growth and economic recovery or have other unintended consequences. Further defaults or restructurings by governments and others of their debt could have additional adverse
effects on economies, financial markets, and asset valuations around the world. Greece, Ireland, and Portugal have already received one or more bailouts from other Eurozone member states, and it is unclear how much additional funding
they will require or if additional Eurozone member states will require bailouts in the future. The risk of investing in securities in the European markets may also be heightened due to the referendum in which the United Kingdom voted to exit the EU
(known as Brexit). One or
16½Janus Detroit Street Trust
more other countries may also abandon the euro and/or withdraw from the EU, placing its currency and banking system in jeopardy. The impact of these actions, especially if they occur in a
disorderly fashion, is not clear but could be significant and far-reaching. To the extent that the Fund has exposure to European markets or to transactions tied to the value of the euro, these events could negatively affect the value and liquidity
of the Funds investments. All of these developments may continue to significantly affect the economies of all EU countries, which in turn may have a material adverse effect on the Funds investments in such countries, other countries that
depend on EU countries for significant amounts of trade or investment, or issuers with exposure to debt issued by certain EU countries.
Fixed-Income Securities Risk. The Fund invests in a variety of fixed-income securities. Typically, the values of fixed-income
securities change inversely with prevailing interest rates. Therefore, a fundamental risk of fixed-income securities is interest rate risk, which is the risk that the value of such securities will generally decline as prevailing interest rates rise,
which may cause the Funds net asset value to likewise decrease. For example, while securities with longer maturities and durations tend to produce higher yields, they also tend to be more sensitive to changes in prevailing interest rates and
are therefore more volatile than shorter-term securities and are subject to greater market fluctuations as a result of changes in interest rates. Further, during periods of very low or negative interest rates, the Fund may not be able to maintain
positive returns. However, calculations of maturity and duration may not reliably predict a securitys price sensitivity to changes in interest rates. In addition, different interest rate measures (such as short- and long-term interest rates
and U.S. and non-U.S. interest rates), or interest rates on different types of securities or securities of different issuers, may not necessarily change in the same amount or in the same direction. Investments in fixed-income securities with very
low or negative interest rates may diminish the Funds yield and performance. Recent and potential future changes in government monetary policy may also affect the level of interest rates. These changes could cause the Funds net asset
value to fluctuate or make it more difficult for the Fund to accurately value its securities. How specific fixed-income securities may react to changes in interest rates will depend on the specific characteristics of each security. Fixed-income
securities are also subject to credit risk, which is the risk that the credit strength of an issuer of a fixed-income security will weaken and/or that the issuer will be unable to make timely principal and interest payments and that the security may
go into default. In addition, there is prepayment risk, which is the risk that during periods of falling interest rates, certain fixed-income securities with higher interest rates, such as mortgage- and asset-backed securities, may be prepaid by
their issuers thereby reducing the amount of interest payments. This may result in the Fund having to reinvest its proceeds in lower yielding securities. Fixed-income securities may also be subject to valuation risk and liquidity risk. Valuation
risk is the risk that one or more of the fixed-income securities in which the Fund invests are priced differently than the value realized upon such securitys sale. In times of market instability, valuation may be more difficult. Liquidity risk
is the risk that fixed-income securities may be difficult or impossible to sell at the time that the portfolio managers would like or at the price the portfolio managers believe the security is currently worth. To the extent the Fund invests in
fixed-income securities in a particular industry or economic sector, its share values may fluctuate in response to events affecting that industry or sector. Securities underlying mortgage- and asset-backed
securities, which may include subprime mortgages, also may be subject to a higher degree of credit risk, valuation risk, and liquidity risk.
Foreign Exposure Risks. The Fund may invest in foreign debt securities either indirectly (e.g., depositary receipts, depositary
shares, and passive foreign investment companies) or directly in foreign markets, including emerging markets. With respect to investments in securities of issuers or companies that are economically tied to different countries throughout the world,
securities may be deemed to be economically tied to a particular country based on such factors as the issuers country of incorporation, primary listing, and other factors including, but not limited to operations, revenues, headquarters,
management, and shareholder base. Investments in foreign securities, including securities of foreign and emerging market governments, may involve greater risks than investing in domestic securities because the Funds performance may depend on
factors other than the performance of a particular company. These factors include:
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Currency Risk. As long as the Fund holds a foreign security or invests directly in
foreign currencies, the value of the security will be affected by the value of the local currency relative to the U.S. dollar. When the Fund sells a foreign currency denominated security, its value may be worth less in U.S. dollars even if the
security increases in value in its home country. U.S. dollar-denominated securities of foreign issuers may also be affected by currency risk, as the value of these securities may also be affected by changes in the issuers local currency.
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Political and Economic Risk. Foreign investments may be subject to heightened political
and economic risks, particularly in emerging markets which may have relatively unstable governments, immature economic structures, national policies restricting investments by foreigners, social instability, and different and/or developing legal
systems. In some countries, there is the risk that the government may take over the assets or operations of a company or that the
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government may impose withholding and other taxes or limits on the removal of the Funds assets from that country. In addition, the economies of emerging markets may be predominantly based
on only a few industries, may be highly vulnerable to changes in local or global trade conditions, and may suffer from extreme and volatile debt burdens or inflation rates.
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Regulatory Risk. There may be less government supervision of foreign markets. As a
result, foreign issuers may not be subject to the uniform accounting, auditing, and financial reporting standards and practices applicable to domestic issuers, and there may be less publicly available information about foreign issuers.
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Foreign Market Risk. Foreign securities markets, particularly those of emerging market
countries, may be less liquid and more volatile than domestic markets. These securities markets may trade a small number of securities, may have a limited number of issuers and a high proportion of shares, or may be held by a relatively small number
of persons or institutions. Local securities markets may be unable to respond effectively to increases in trading volume, potentially making prompt liquidation of substantial holdings difficult or impossible at times. It is also possible that
certain markets may require payment for securities before delivery, and delays may be encountered in settling securities transactions. In some foreign markets, there may not be protection against failure by other parties to complete transactions. It
may not be possible for the Fund to repatriate capital, dividends, interest, and other income from a particular country or governmental entity. In addition, securities of issuers located in or economically tied to countries with emerging markets may
have limited marketability and may be subject to more abrupt or erratic price movements which could also have a negative effect on the Fund. Such factors may hinder the Funds ability to buy and sell emerging market securities in a timely
manner, affecting the Funds investment strategies and potentially affecting the value of the Fund.
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Geographic Investment Risk. To the extent that the Fund invests a significant portion of
its assets in a particular country or geographic region, the Fund will generally have more exposure to certain risks due to possible political, economic, social, or regulatory events in that country or region. Adverse developments in certain regions
could also adversely affect securities of other countries whose economies appear to be unrelated and could have a negative impact on the Funds performance.
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Transaction Costs. Costs of buying selling, and holding foreign securities, including
brokerage, tax, and custody costs, may be higher than those involved in domestic transactions.
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Settlement
Risk. Markets in different countries have different clearance and settlement procedures and in certain markets there have been times when settlements have been unable to keep pace with the volume of transactions. Delays in
settlement may increase credit risk to the Fund, limit the ability of the Fund to reinvest the proceeds of a sale of securities, and potentially subject the Fund to penalties for its failure to deliver to subsequent purchasers of securities whose
delivery to the Fund was delayed. Delays in the settlement of securities purchased by the Fund may limit the ability of the Fund to sell those securities at times and prices it considers desirable, and may subject the Fund to losses and costs due to
its own inability to settle with subsequent purchasers of the securities from it. The Fund may be required to borrow monies it had otherwise expected to receive in connection with the settlement of securities.
High-Yield/High-Risk Bond Risk. High-yield/high-risk bonds (or junk bonds) are bonds rated below investment grade by the
primary rating agencies such as Standard & Poors, Fitch, and Moodys or are unrated bonds of similar quality. The value of lower quality bonds generally is more dependent on credit risk than investment grade bonds. Issuers of
high-yield/high-risk bonds may not be as strong financially as those issuing bonds with higher credit ratings and are more vulnerable to real or perceived economic changes, political changes, or adverse developments specific to the issuer. In
addition, the junk bond market is considered to be speculative in nature and can experience sudden and sharp price swings.
The secondary market on which
high-yield securities are traded is less liquid than the market for investment grade securities. The lack of a liquid secondary market may have an adverse impact on the market price of the security. Additionally, it may be more difficult to value
the securities because valuation may require more research, and elements of judgment may play a larger role in the valuation because there is less reliable, objective data available.
Please refer to the Explanation of Rating Categories section of this Prospectus for a description of bond rating categories.
Industry Risk. Industry risk is the possibility that a group of related securities will decline in price due to industry-specific
developments. Companies in the same or similar industries may share common characteristics and are more likely to react similarly to industry-specific market or economic developments. The Funds investments, if any, in multiple companies in a
particular industry or economic sector may increase the Funds exposure to industry risk.
18½Janus Detroit Street Trust
Inflation-Related Investments Risk. Inflation-linked swaps, inflation-linked bonds
(including Treasury Inflation-Protected Securities, also known as TIPS), and other inflation-linked securities are subject to inflation risk. A swap held long by the Fund can potentially lose value if the rate of inflation over the life of the swap
is less than the fixed rate that the Fund agrees to pay at the initiation of the swap. Except for the Funds investments in TIPS, which are guaranteed as to principal by the U.S. Treasury, the inflation-adjusted principal value of
inflation-linked bonds repaid at maturity may be less than the original principal. Because of their inflation-linked adjustment feature, inflation-linked bonds typically have lower yields than conventional
fixed-rate securities. In the event of deflation, where prices decline over time, the principal and income of inflation-linked bonds will likely decline, resulting in losses to the Fund.
Interest Rate Risk. Generally, a fixed-income security will increase in value when prevailing interest rates fall and decrease in
value when prevailing interest rates rise. Longer-term securities are generally more sensitive to interest rate changes than shorter-term securities, but they generally offer higher yields to compensate
investors for the associated risks. High-yield bond prices and floating rate debt security prices are generally less directly responsive to interest rate changes than investment grade issues or comparable fixed rate securities, and may not always
follow this pattern. The Fund may manage interest rate risk by varying the average-weighted effective maturity of the portfolio to reflect an analysis of interest rate trends and other factors. The Funds average-weighted effective maturity
will tend to be shorter when the portfolio managers expect interest rates to rise and longer when the portfolio managers expect interest rates to fall. The Fund may also use futures, swaps, options, and other derivatives to manage interest rate
risk.
Leverage Risk. Although not a principal strategy of the Fund, engaging in transactions using leverage or
those having a leveraging effect subjects the Fund to certain risks. These risks may be heightened if the Fund invests all, or a significant portion of its assets in futures, forwards, swaps, and other types of derivatives. Leverage can magnify the
effect of any gains or losses, causing the Fund to be more volatile than if it had not been leveraged. Through the use of leverage, the Funds total investment exposure could exceed the value of its portfolio securities and its
investment performance could be dependent on securities not directly owned by the Fund. In addition, the Funds assets that are used as collateral to secure short sale transactions may decrease in value while the short positions are
outstanding, which may force the Fund to use its other assets to increase collateral.
Management Risk. The Fund is
an actively managed investment portfolio and is therefore subject to the risk that the investment strategies employed for the Fund may fail to produce the intended results. The Fund may underperform its benchmark index or other funds with similar
investment objectives.
Because the Fund invests substantially all of its assets in fixed-income securities or income-generating securities, it is subject
to risks such as credit risk and interest rate fluctuations. The Funds performance may also be affected by risks of certain types of investments, such as foreign securities and derivative instruments.
The Fund may use futures, options, swap agreements (such as interest rate, credit default, and currency), and other derivative instruments individually or in
combination to hedge or protect its portfolio from adverse movements in securities prices and interest rates. The Fund may also use a variety of currency hedging techniques, including the use of forward currency contracts, to manage
currency risk. There is no guarantee that the portfolio managers use of derivative investments will benefit the Fund. The Funds performance could be worse than if the Fund had not used such instruments. Use of such investments may
instead increase risk to the Fund, rather than reduce risk.
The Funds performance may also be significantly affected, positively or negatively,
by the portfolio managers use of certain types of investments, such as foreign securities, non-investment grade bonds (junk bonds), or securities of companies with relatively small market capitalizations. Note that the portfolio
managers use of such investments may have a magnified performance impact on a fund with a small asset base and the fund may not experience similar performance as its assets grow.
Market Risk. The value of the Funds portfolio may decrease if the value of an individual company or security, or multiple
companies or securities, in the portfolio decreases or if the portfolio managers belief about a companys intrinsic worth is incorrect. Further, regardless of how well individual companies or securities perform, the value of the
Funds portfolio could also decrease if there are deteriorating economic or market conditions, including, but not limited to, a decline in commodities prices, or if the market favors different types of securities than the types of securities in
which the Fund invests. If the value of the Funds portfolio decreases, the Funds net asset value will also decrease, which means if you sell your shares in the Fund you may lose money. Market risk may affect a single issuer, industry,
economic sector, or the market as a whole.
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Market Trading Risk. The Fund is subject to secondary market trading risks. Once
operational, shares of the Fund are listed for trading on an exchange; however, there can be no guarantee that an active trading market for such shares will develop or continue. Shares of the Fund may be listed or traded on U.S. and foreign
exchanges other than the Funds primary U.S. listing exchange. There can be no guarantee that the Funds shares will continue trading on any exchange or in any market or that the Funds shares will continue to meet the listing or
trading requirements of any exchange or market. The Funds shares may experience higher trading volumes on one exchange as compared to another and investors are subject to the execution and settlement risks of the market where their broker
directs trades.
Secondary market trading in the Funds shares may be halted by an exchange because of market conditions. Pursuant to exchange or
market rules, trading in the Funds shares on an exchange or in any market may be subject to trading halts caused by extraordinary market volatility. There can be no guarantee that the Funds exchange listing or ability to trade its shares
will continue or remain unchanged. In the event the Fund ceases to be listed on an exchange, the Fund may cease operating as an exchange-traded fund and operate as a mutual fund, provided that shareholders are given advance notice.
Shares of the Fund may trade on an exchange at prices at, above, or below their most recent NAV. The per share NAV of the Fund is calculated at the end of each
business day, as described below, and fluctuates with changes in the market value of the Funds holdings. The trading prices of the Funds shares fluctuate continuously throughout the trading day based on market supply and demand, and may
not closely track NAV. The trading prices of the Funds shares may differ significantly from NAV during periods of market volatility, which may, among other factors, lead to the Funds shares trading at a premium or discount to NAV.
Buying or selling the Funds shares on an exchange may require the payment of brokerage commissions. In addition, you may also incur the cost of the
spread (the difference between the bid price and the ask price). The commission is frequently a fixed amount and may be a significant cost for investors seeking to buy or sell small amounts of shares. The spread varies over time for shares of the
Fund based on its trading volume and market liquidity, and is generally less if the Fund has more trading volume and market liquidity and more if the Fund has less trading volume and market liquidity. Due to the costs inherent in buying or selling
the Funds shares, frequent trading may detract significantly from investment returns. Investment in the Funds shares may not be advisable for investors who expect to engage in frequent trading.
Mortgage- and Asset-Backed Securities Risk. Rising interest rates tend to extend the duration of, or reduce the rate of prepayments
on, both commercial mortgage-backed securities (CMBS) and residential mortgage-backed securities (RMBS), making them more sensitive to changes in interest rates (extension risk). As a result, in a period of rising
interest rates, the price of mortgage-backed securities may fall, causing the Fund to exhibit additional volatility. Mortgage-backed securities are also subject to prepayment risk. When interest rates decline, borrowers may pay off their mortgages
sooner than expected. This can reduce the Funds returns because the Fund will have to reinvest that money at lower prevailing interest rates. In addition to extension risk and prepayment risk, investments in mortgage-backed securities,
including those comprised of subprime mortgages, may be subject to a higher degree of credit risk, valuation risk, and liquidity risk than various other types of fixed-income securities. Non-agency issued
mortgage-backed securities are not backed by the full faith and credit of the U.S. Government and must rely only on the creditworthiness of the issuer and the underlying mortgages for repayment.
CMBS are subject to certain other risks. The market for CMBS developed more recently than that for RMBS and is relatively small in
terms of outstanding principal amount of issues compared to the RMBS market. CMBS are also subject to risks associated with a lack of standardized terms, shorter maturities than residential mortgage loans, and payment of all or substantially all of
the principal at maturity, rather than regular amortization of principal. Moreover, the type and use of a particular commercial property may add to the risk of CMBS investments. Adverse changes in economic conditions and circumstances are more
likely to have an adverse impact on mortgage-backed securities secured by loans on commercial properties than on those secured by residential properties.
Similarly, the value of the Funds investments in asset-backed securities may be adversely affected by changes in interest rates, factors concerning the
interests in and structure of the issuer or originator of the receivables, the creditworthiness of the entities that provide any supporting letters of credit, surety bonds, or other credit or liquidity enhancements, and/or the markets
assessment of the quality of the underlying assets. In addition, most asset-backed securities are subject to prepayment risk in a declining interest rate environment. The impact of prepayments on the value of asset-backed securities may be difficult
to predict and may result in greater volatility. Rising interest rates tend to extend the duration of asset-backed securities, making them more volatile and sensitive to changing interest rates.
20½Janus Detroit Street Trust
Newly Issued Securities Risk. The credit obligations in which the Fund invests may
include newly issued securities, or new issues, such as initial debt offerings. New issues may have a magnified impact on the performance of the Fund during periods in which it has a small asset base. The impact of new issues on the
Funds performance likely will decrease as the Funds asset size increases, which could reduce the Funds returns. New issues may not be consistently available to the Fund for investing, particularly as the Funds asset base
grows. Certain new issues, such as initial debt offerings, may be volatile in price due to the absence of a prior trading market, limited quantities available for trading and limited information about the issuer. The Fund may hold new issues for a
short period of time. This may increase the Funds portfolio turnover and may lead to increased expenses for the Fund, such as commissions and transaction costs. In addition, new issues can experience an immediate drop in value after issuance
if the demand for the securities does not continue to support the offering price.
Private Placements and Other Restricted Securities
Risk. Investments in private placements and other restricted securities, including securities issued under Regulation S, could have the effect of increasing the Funds level of illiquidity. Private placements and securities
issued under Regulation S may be less liquid than other investments because such securities may not always be readily sold in broad public markets and the Fund might be unable to dispose of such securities promptly or at prices reflecting their true
value.
Reverse Repurchase Agreement Risk. Reverse repurchase agreements are transactions in which the Fund sells a security and
simultaneously commits to repurchase that security from the buyer, such as a bank or broker-dealer, at an agreed upon price on an agreed upon future date. The repurchase price consists of the sale price plus an incremental amount reflecting the
interest cost to the Fund on the proceeds it has received from the initial sale. Reverse repurchase agreements involve the risk that the value of securities that the Fund is obligated to repurchase under the agreement may decline below the
repurchase price. Additionally, such transactions are only advantageous if the interest cost to the Fund of the reverse repurchase transaction is less than the cost of obtaining the cash otherwise. Interest costs on the proceeds received in a
reverse repurchase agreement may exceed the return received on the investments made by the Fund with those proceeds, resulting in reduced returns to shareholders. When the Fund enters into a reverse repurchase agreement, it is subject to the risk
that the buyer (counterparty) may default on its obligations to the Fund. In the event of such a default, the Fund may experience delays, costs, and losses, all of which may reduce returns to shareholders. Investing reverse repurchase proceeds may
also have a leveraging effect on the Funds portfolio. The Funds use of leverage can magnify the effect of any gains or losses, causing the Fund to be more volatile than if it had not been leveraged. There is no assurance that any
leveraging strategy used by the Fund will be successful.
Rule 144A Securities Risk. The Fund may invest in Rule 144A
securities that are not registered for sale to the general public under the Securities Act of 1933, as amended (the Securities Act), but which may be resold to certain institutional investors. Such securities may be determined to be
liquid in accordance with the requirements of Rule 22e-4, under the 1940 Act. However, an insufficient number of qualified institutional buyers interested in purchasing Rule 144A securities at a particular time could affect negatively the
Funds ability to dispose of such securities promptly or at expected prices. As such, even if determined to be liquid, the Funds investment in Rule 144A securities may subject the Fund to enhanced liquidity risk and potentially increase
the Funds exposure to illiquid investments if eligible buyers become uninterested in buying Rule 144A securities at a particular time.
Sovereign Debt Risk. The Fund may invest in U.S. and foreign government debt securities. Investments in U.S. sovereign debt are
considered low risk. However, investments in foreign sovereign debt can involve a high degree of risk, including the risk that the governmental entity that controls the repayment of sovereign debt may not be willing or able to repay the principal
and/or to pay the interest on its sovereign debt in a timely manner. A sovereign debtors willingness or ability to satisfy its debt obligation may be affected by various factors, including its cash flow situation, the extent of its foreign
currency reserves, the availability of foreign exchange when a payment is due, the relative size of its debt position in relation to its economy as a whole, the sovereign debtors policy toward international lenders, and local political
constraints to which the governmental entity may be subject. Sovereign debtors may also be dependent on expected disbursements from foreign governments, multilateral agencies, and other entities. The failure of a sovereign debtor to implement
economic reforms, achieve specified levels of economic performance, or repay principal or interest when due may result in the cancellation of third party commitments to lend funds to the sovereign debtor, which may further impair such debtors
ability or willingness to timely service its debts. The Fund may be requested to participate in the rescheduling of such sovereign debt and to extend further loans to governmental entities, which may adversely affect the Funds holdings. In the
event of default, there may be limited or no legal remedies for collecting sovereign debt and there may be no bankruptcy proceedings through which the Fund may collect all or part of the sovereign debt that a governmental entity has not repaid. In
addition, to the extent the Fund invests in foreign sovereign debt, it may be subject to currency risk.
21½Janus Detroit Street Trust
Structured Note Risk. Structured notes are derivative debt instruments, the interest
rate or principal of which is determined by an unrelated indicator (for example, a currency, security, commodity or index thereof). The terms of the instrument may be structured by the purchaser and the borrower issuing the note. The
terms of structured notes may provide that in certain circumstances no principal is due at maturity, which may result in a loss of invested capital. Structured notes may be positively or negatively indexed, so that appreciation of the unrelated
indicator may produce an increase or a decrease in the interest rate or the value of the structured note at maturity may be calculated as a specified multiple of the change in the value of the unrelated indicator. Therefore, the value of such notes
may be very volatile. Structured notes may entail a greater degree of market risk than other types of debt securities because the investor bears the risk of the unrelated indicator. Structured notes also may be more volatile, less liquid, and more
difficult to accurately price than less complex securities and instruments or more traditional debt securities.
Transaction and Spread
Risk. Investors buying or selling Fund shares in the secondary market will pay brokerage commissions or other charges imposed by brokers as determined by that broker. Brokerage commissions are often a fixed amount
and may be a significant proportional cost for investors seeking to buy or sell relatively small amounts of shares. In addition, secondary market investors will also incur the cost of the difference between the price that an investor is willing to
pay for shares (the bid price) and the price at which an investor is willing to sell shares (the ask price). This difference in bid and ask prices is often referred to as the spread or bid/ask spread.
The bid/ask spread varies over time for shares based on trading volume and market liquidity, and is generally lower if the Funds shares have more trading volume and market liquidity and higher if the Funds shares have little trading
volume and market liquidity. Further, increased market volatility and trading halts affecting any of the Funds portfolio securities may cause increased bid/ask spreads. Due to the costs of buying or selling shares, including bid/ask spreads,
frequent trading of shares may significantly reduce investment results and an investment in shares may not be advisable for investors who anticipate regularly making small investments.
Trading Issues Risk. Although Fund shares are listed for trading on the NYSE Arca, there can be no assurance that an active trading
market for such shares will develop or be maintained. Trading in Fund shares may be halted due to market conditions or for reasons that, in the view of the NYSE Arca, make trading in shares inadvisable. In addition, trading in shares is subject to
trading halts caused by extraordinary market volatility pursuant to the NYSE Arca circuit breaker rules. There can be no assurance that the requirements of the NYSE Arca necessary to maintain the listing of the Fund will continue to be
met or will remain unchanged or that the shares will trade with any volume, or at all. In addition, during periods of significant volatility, the liquidity of the underlying securities held by the Fund may affect the Funds trading prices.
During a flash crash, the market prices of the Funds shares may decline suddenly and significantly. Such a decline may not reflect the performance of the portfolio securities held by the Fund. Flash crashes may cause Authorized
Participants and other market makers to limit or cease trading in the Funds shares for temporary or longer periods. Shareholders could suffer significant losses to the extent that they sell shares at these temporarily low market prices.
The risks are described further in the SAI.
22½Janus Detroit Street Trust
MANAGEMENT OF THE FUND
Janus Capital Management LLC, 151 Detroit Street, Denver, Colorado 80206-4805, is the investment adviser to the Fund. Janus
Capital is responsible for the day-to-day management of the Funds investment portfolio and furnishes continuous advice and recommendations concerning the Funds investments. Janus Capital also provides certain administration and other
services and is responsible for other business affairs of the Fund. Janus Capital has entered into a personnel-sharing arrangement with its foreign affiliate, Kapstream Capital Pty Limited (Australia) (Kapstream), pursuant to which
certain employees of Kapstream may also serve as employees or as associated persons of Janus Capital. In this capacity, employees of Kapstream are subject to the oversight and supervision of Janus Capital and may provide portfolio
management, research, and related services to the Fund on behalf of Janus Capital.
Janus Capital (together with its predecessors and affiliates) has
served as investment adviser to Janus Henderson mutual funds since 1970 and currently serves as investment adviser to all of the Janus Henderson funds, including Janus Henderson exchange-traded funds, acts as subadviser for a number of private-label
mutual funds, and provides separate account advisory services for institutional accounts and other unregistered products.
Janus Capital has received
an exemptive order from the Securities and Exchange Commission (SEC) that permits Janus Capital, subject to the approval of the Trustees, to appoint or replace certain subadvisers to manage all or a portion of the Funds assets and
enter into, amend, or terminate a subadvisory agreement with certain subadvisers without obtaining shareholder approval (a manager-of-managers structure). The manager-of-managers structure applies to subadvisers that are not affiliated
with the Trust or Janus Capital (non-affiliated subadvisers), as well as any subadviser that is an indirect or direct wholly-owned subsidiary (as such term is defined by the 1940 Act)
of Janus Capital or of another company that, indirectly or directly, wholly owns Janus Capital (collectively, wholly-owned subadvisers).
Pursuant to the order, Janus Capital, with the approval of the Trustees, has the discretion to terminate any subadviser and allocate and reallocate the
Funds assets among Janus Capital and any other non-affiliated subadvisers or wholly-owned subadvisers (including terminating a non-affiliated subadviser and replacing it with a wholly-owned subadviser). Janus Capital, subject to oversight and
supervision by the Trustees, has responsibility to oversee any subadviser to the Fund and to recommend for approval by the Trustees, the hiring, termination, and replacement of subadvisers for the Fund. The order also permits the Fund to disclose
subadvisers fees only in the aggregate in the SAI. In the event that Janus Capital hires a new subadviser pursuant to the manager-of-managers structure, the Fund would provide shareholders with information about the new subadviser and
subadvisory agreement within 90 days.
Under its unitary fee structure, the Fund pays Janus Capital a Management Fee in return for providing certain
investment advisory, supervisory, and administrative services to the Fund, including the costs of transfer agency, custody, fund administration, legal, audit, and other services. Janus Capitals fee structure is designed to pay substantially
all of the Funds expenses. However, the Fund bears other expenses which are not covered under the Management Fee which may vary and affect the total level of expenses paid by shareholders, such as distribution fees (if any), brokerage expenses
or commissions, interest, dividends, taxes, litigation expenses, acquired fund fees and expenses (if any), and extraordinary expenses.
The Funds
Management Fee is calculated daily and paid monthly. The Funds advisory agreement details the Management Fee and other expenses that the Fund must pay.
The following table reflects the Funds contractual Management Fee rate for the most recent fiscal year (expressed as an annual rate). The rates shown are
fixed rates based on the Funds daily net assets.
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Fund Name
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Daily
Net Assets
of the Fund
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Contractual
Management Fee (%)
(annual rate)
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Janus Henderson Short Duration Income
ETF
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$0-$500 million
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0.35
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Next $500 million
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0.28
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Over $1 billion
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0.20
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23½Janus Detroit Street Trust
The chart below shows the Funds hypothetical, blended fee rate based on the Funds daily net assets at
varying asset levels.
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Fund Assets
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Hypothetical
Effective Blended Rate
Management Fee (%)
(annual rate)
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$500 million
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0.35
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$750 million
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0.327
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$1.0 billion
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0.315
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$1.25 billion
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0.292
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$1.5 billion
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0.277
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$2.0 billion
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0.258
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$2.5 billion
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0.246
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$3.0 billion
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0.238
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$4.0 billion
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0.229
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$5.0 billion
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0.223
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$6.0 billion
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0.219
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For the fiscal year ended October 31, 2019, the aggregate fee paid to Janus Capital, as a percentage of average net assets,
was 0.32%. A discussion regarding the basis for the Trustees approval of the Funds investment advisory agreement is included in the Funds annual report (for the period ending October 31) or semiannual report (for the period ending
April 30) to shareholders. You can request the Funds annual or semiannual reports (as they become available), free of charge, by contacting your broker-dealer, plan sponsor, or financial intermediary, or by contacting a Janus representative at
1-800-668-0434. The reports are also available, free of charge, at janushenderson.com/info.
24½Janus Detroit Street Trust
Janus Henderson Short Duration Income ETF
Co-Portfolio Managers Nick
Maroutsos, Daniel Siluk and Jason England are jointly responsible for the day-to-day management of the Fund, with no limitation on the authority of any co-portfolio manager in relation to the others.
Nick Maroutsos is Co-Portfolio Manager of Janus Henderson Short Duration Income ETF, which he has managed since inception.
Mr. Maroutsos is also Portfolio Manager of other Janus accounts. He joined Janus Capital in 2015, and is a member of the Janus Global Macro leadership team. Prior to joining Janus Capital, Mr. Maroutsos was a Founder and Managing Director
of Kapstream Capital, now a Janus subsidiary. Prior to forming Kapstream in 2006, Mr. Maroutsos held positions with Pacific Investment Management Company (PIMCO) from 1999 to 2005. Mr. Maroutsos holds a bachelor of arts in
economics from the University of California at San Diego and an MBA from the UCLA Anderson School of Management. He has 17 years of financial industry experience.
Daniel Siluk is Co-Portfolio Manager of Janus Henderson Short Duration Income ETF, which he has managed since inception.
Mr. Siluk is also Portfolio Manager of other Janus accounts. Mr. Siluk joined Janus Capital in 2015, and is a member of the investment team at Kapstream Capital, now a Janus subsidiary. Prior to joining Kapstream in 2009, Mr. Siluk served as
manager of Investment Analytics at Challenger Limited, a position he held from 2007 to 2009. At Challenger, Mr. Siluk was responsible for providing attribution and risk metrics for their internal funds management business, as well as their boutique
partnerships, which included Kapstream. Prior to joining Challenger, Mr. Siluk spent four years in London where he was responsible for implementing and testing attribution and risk systems. Mr. Siluks employers included Insight Investment, the
funds management arm of Halifax Bank of Scotland (2003 to 2006), as well as Northern Trust (2006 to 2007). Mr. Siluk holds a bachelor of applied finance from Macquarie University and has 13 years of financial industry experience.
Jason England is Co-Portfolio Manager of Janus Henderson Short Duration Income ETF, which
he has managed since November 2018. Mr. England is also a Portfolio Manager of other Janus Henderson accounts. Prior to joining Janus Capital in 2017, Mr. England was with PIMCO, most recently as senior vice president and portfolio manager
for core sector fund separate account portfolios. While at PIMCO from 1994 to 2015, he was involved with launching their first hedge fund, exchange traded fund and global multi-asset product portfolios as well as management of numerous fixed income
and asset allocation portfolios. Mr. England received both a Bachelors degree in Business Administration and Finance and a Master of Business Administration degree from the University of Southern California Marshall School of Business.
Mr. England has 24 years of financial industry experience.
Information about the portfolio managers compensation structure and other accounts
managed is included in the SAI.
Conflicts of Interest
Janus Capital manages many funds and numerous other accounts, which may include separate accounts and other pooled investment vehicles, such as hedge funds.
Side-by-side management of multiple accounts, including the management of a cash collateral pool for securities lending and investing the Janus Henderson funds cash, may give rise to conflicts of interest among those accounts, and may create
potential risks, such as the risk that investment activity in one account may adversely affect another account. For example, short sale activity in an account could adversely affect the market value of long positions in one or more other accounts
(and vice versa). Side-by-side management may raise additional potential conflicts of interest relating to the allocation of investment opportunities and the aggregation and allocation of trades.
In addition, from time to time, Janus Capital or its affiliates may, subject to compliance with applicable law, purchase and hold shares of the Fund for their
own accounts, or may purchase shares of the Fund for the benefit of their clients, including other Janus Henderson Funds. Increasing the Funds assets may enhance the Funds profile with financial intermediaries and platforms, investment
flexibility and trading volume. Janus Capital and its affiliates reserve the right, subject to compliance with applicable law, to dispose of at any time some or all of the shares of the Fund acquired for their own accounts or for the benefit of
their clients. A large sale of Fund shares by Janus Capital or its affiliates could significantly reduce the asset size of the Fund, which might have an adverse effect on the Funds investment flexibility or trading volume. Janus Capital
considers the effect of redemptions on the Fund and other shareholders in deciding whether to dispose of its shares of the Fund.
Janus Capital believes it
has appropriately designed and implemented policies and procedures to mitigate these and other potential conflicts of interest. A further discussion of potential conflicts of interest and policies and procedures intended to mitigate them is
contained in the Funds SAI.
25½Janus Detroit Street Trust
OTHER INFORMATION
Creation Units for the Fund are distributed by ALPS Distributors, Inc. (the Distributor), which is a member of the
Financial Industry Regulatory Authority, Inc. (FINRA). To obtain information about FINRA member firms and their associated persons, you may contact FINRA at www.finra.org, or 1-800-289-9999.
26½Janus Detroit Street Trust
DIVIDENDS, DISTRIBUTIONS
AND TAXES
To avoid taxation of the Fund, the Internal Revenue Code requires the Fund to distribute all or substantially all of its net
investment income and any net capital gains realized on its investments at least annually.
Distribution Schedule
Dividends from net investment income are generally declared and distributed to shareholders monthly. Distributions of net capital gains are declared and
distributed at least annually. Dividends may be declared and paid more frequently to comply with the distribution requirements of the Internal Revenue Code. The date you receive your distribution may vary depending on how your intermediary processes
trades. Dividend payments are made through Depository Trust Company (DTC) participants and indirect participants to beneficial owners then of record with proceeds received from the Fund. Please consult your intermediary for details.
How Distributions Affect the Funds NAV
Distributions, other than daily income dividends, are paid to shareholders as of the record date of a distribution of the Fund, regardless of how long the
shares have been held. Undistributed income and net capital gains are included in the Funds daily net asset value (NAV). The Funds NAV drops by the amount of the distribution, net of any subsequent market fluctuations. For
example, assume that on December 31, the Fund declared a dividend in the amount of $0.25 per share. If the Funds NAV was $10.00 on December 30, the Funds NAV on December 31 would be $9.75, barring market fluctuations. You
should be aware that distributions from a taxable fund do not increase the value of your investment and may create income tax obligations.
No dividend
reinvestment service is provided by the Trust. Financial intermediaries may make available the DTC book-entry Dividend Reinvestment Service for use by beneficial owners of Fund shares for reinvestment of their dividend distributions. Beneficial
owners should contact their financial intermediary to determine the availability and costs of the service and the details of participation therein. Financial intermediaries may require beneficial owners to adhere to specific procedures and
timetables. If this service is available and used, dividend distributions of both income and net capital gains will be automatically reinvested in additional whole shares of the Fund purchased in the secondary market.
As with any investment, you should consider the tax consequences of investing in the Fund. The following is a general
discussion of certain federal income tax consequences of investing in the Fund. The discussion does not apply to qualified tax-advantaged accounts or other non-taxable entities, nor is it a complete analysis
of the federal income tax implications of investing in the Fund. You should consult your tax adviser regarding the effect that an investment in the Fund may have on your particular tax situation, including the federal, state, local, and foreign tax
consequences of your investment.
Taxes on Distributions
Distributions by the Fund are subject to federal income tax, regardless of whether the distribution is made in cash or reinvested in additional shares of the
Fund. Distributions from net investment income (which includes dividends, interest, and realized net short-term capital gains), other than qualified dividend income, are taxable to shareholders as ordinary income. Distributions of qualified dividend
income are taxed to individuals and other noncorporate shareholders at long-term capital gain rates, provided certain holding period and other requirements are satisfied. Dividends received from REITs, certain foreign corporations, and income
received in lieu of dividends in a securities lending transaction generally will not constitute qualified dividend income. Because the income of the Fund is primarily derived from investments earning interest rather than dividend income,
generally none or only a small portion of the income dividends paid by the Fund is anticipated to be qualified dividend income. Distributions of net capital gain (i.e., the excess of net long-term capital gain over net short-term capital loss) are
taxable as long-term capital gain, regardless of how long a shareholder has held Fund shares. Individuals, trusts, and estates whose income exceeds certain threshold amounts are subject to an additional 3.8% Medicare contribution tax on net
investment income. Net investment income includes dividends paid by the Fund and capital gains from any sale or exchange of Fund shares. The Funds net investment income and capital gains are distributed to (and may be taxable to) those persons
who are shareholders of the Fund at the record date of such payments. Although the Funds total net income and net realized gain are the results of its operations, the per share amount distributed or taxable to shareholders is affected by the
number of Fund shares outstanding at the record date. Distributions declared to shareholders of record in October, November, or December and paid on or before January 31 of the succeeding year will be treated for federal income tax purposes as
if received by shareholders on December 31 of the year in which the distribution was declared. Generally, account tax information will be made available to shareholders on or before February 15 of each year. Information regarding
distributions may also be reported to the Internal Revenue Service (IRS).
27½Janus Detroit Street Trust
Taxes on Sales
Any time you sell the shares of the Fund in a taxable account, it is considered a taxable event. Depending on the purchase price and the sale price, you may
have a gain or loss on the transaction. The gain or loss will generally be treated as a long-term capital gain or loss if you held your shares for more than one year and if not held for such period, as a short-term capital gain or loss. Any tax
liabilities generated by your transactions are your responsibility.
U.S. federal income tax withholding may be required on all distributions payable to
shareholders who fail to provide their correct taxpayer identification number, fail to make certain required certifications, or who have been notified by the IRS that they are subject to backup withholding. The current backup withholding rate is
applied.
For shares purchased and sold from a taxable account, your intermediary will report cost basis information to you and to the IRS. Your
intermediary will permit shareholders to elect their preferred cost basis method. In the absence of an election, your cost basis method will be your intermediarys default method, which is often the average cost method. Please consult your tax
adviser to determine the appropriate cost basis method for your particular tax situation and to learn more about how the cost basis reporting laws apply to you and your investments.
Taxation of the Fund
Dividends, interest, and some
capital gains received by the Fund on foreign securities may be subject to foreign tax withholding or other foreign taxes.
Certain fund transactions may
involve futures, options, swap agreements, hedged investments, and other similar transactions, and may be subject to special provisions of the Internal Revenue Code that, among other things, can potentially affect the character, amount, and timing
of distributions to shareholders, and utilization of capital loss carryforwards. The Fund will monitor its transactions and may make certain tax elections and use certain investment strategies where applicable in order to mitigate the effect of
these tax provisions, if possible.
The Fund does not expect to pay any federal income or excise taxes because it intends to meet certain requirements of
the Internal Revenue Code, including the distribution each year of substantially all its net investment income and net capital gains. It is important for the Fund to meet these requirements so that any earnings on your investment will not be subject
to federal income taxes twice. If the Fund invests in a partnership, however, it may be subject to state tax liabilities.
28½Janus Detroit Street Trust
SHAREHOLDERS GUIDE
The Fund issues or redeems its shares at NAV per share only in Creation Units. Shares of the Fund are listed for trading on a national securities exchange and
trade on the secondary market during the trading day. Shares can be bought and sold throughout the trading day like shares of other publicly traded companies. There is no minimum investment. When buying or selling Fund shares through a broker, you
will incur customary brokerage commissions and charges, and you may pay some or all of the spread between the bid and offered price in the secondary market on each purchase and sale transaction. Fund shares are traded on NYSE Arca under the trading
symbol VNLA. Share prices are reported in dollars and cents per share.
Authorized Participants may acquire Fund shares directly from the Fund, and
Authorized Participants may tender their Fund shares for redemption directly to the Fund, at NAV per share, only in Creation Units and in accordance with the procedures described in the SAI.
The per share NAV of the Fund is computed by dividing the total value of the Funds portfolio, less any liabilities, by
the total number of outstanding shares of the Fund. The Funds NAV is calculated as of the close of the regular trading session of the New York Stock Exchange (NYSE) (normally 4:00 p.m. New York time) each day that the NYSE is open
(Business Day). However, the NAV may still be calculated if trading on the NYSE is restricted, provided there is sufficient pricing information available for the Fund to value its securities, or as permitted by the SEC. Foreign
securities held by the Fund may be traded on days and at times when the NYSE is closed and the NAV is therefore not calculated. Accordingly, the value of the Funds holdings may change on days that are not Business Days in the United States and
on which you will not be able to purchase or sell the Funds shares.
Securities held by the Fund are valued in accordance with policies and
procedures established by and under the supervision of the Trustees. To the extent available, equity securities (including shares of exchange-traded funds) are generally valued on the basis of market quotations. Most fixed-income securities are
typically valued using an evaluated bid price supplied by an approved pricing service that is intended to reflect market value. The evaluated bid price is an evaluation that may consider factors such as security prices, yields, maturities, and
ratings. Certain short-term instruments maturing within 60 days or less may be valued at amortized cost, which approximates market value. If a market quotation or evaluated price for a security is not readily available or is deemed unreliable, or if
an event that is expected to affect the value of the security occurs after the close of the principal exchange or market on which the security is traded, and before the close of the NYSE, a fair value of the security will be determined in good faith
under the policies and procedures. Such events include, but are not limited to: (i) a significant event that may affect the securities of a single issuer, such as a merger, bankruptcy, or significant issuer-specific development; (ii) an
event that may affect an entire market, such as a natural disaster or significant governmental action; (iii) a non-significant event such as a market closing early or not opening, or a security trading halt; and (iv) pricing of a
non-valued security and a restricted or non-public security. This type of fair value pricing may be more commonly used with foreign equity securities, but it may also be used with, among other things, thinly-traded domestic securities or
fixed-income securities. Special valuation considerations may apply with respect to odd-lot fixed-income transactions which, due to their small size, may receive evaluated prices by pricing services which reflect a large block trade and
not what actually could be obtained for the odd-lot position. For valuation purposes, quotations of foreign portfolio securities, other assets and liabilities, and forward contracts stated in foreign currency are generally translated into U.S.
dollar equivalents at the prevailing market rates.
The value of the securities of open-end mutual funds held by the Fund, if any, will be calculated using
the NAV of such open-end mutual funds, and the prospectuses for such open-end mutual funds explain the circumstances under which they use fair value pricing and the effects of using fair value pricing.
All purchases, sales, or other account activity must be processed through your financial intermediary or plan sponsor.
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DISTRIBUTION AND SERVICING FEES
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Distribution and Shareholder Servicing Plan
The Trust has adopted a Distribution and Servicing Plan for shares of the Fund pursuant to Rule 12b-1 under the 1940 Act (the Plan). The Plan
permits compensation in connection with the distribution and marketing of Fund shares and/or the provision of certain shareholder services. The Plan permits the Fund to pay the Distributor, or its designee, a fee for the sale and distribution and/or
shareholder servicing of the shares at an annual rate of up to 0.25% of average daily net assets of the shares of the Fund. However, payment of a 12b-1 Plan fee has not been authorized at this time.
29½Janus Detroit Street Trust
Under the terms of the Plan, the Trust is authorized to make payments to the Distributor or its designee for
remittance to retirement plan service providers, broker-dealers, bank trust departments, financial advisors, and other financial intermediaries, as compensation for distribution and/or shareholder services performed by such entities for their
customers who are investors in the Fund.
The 12b-1 fee may only be imposed or increased when the Trustees determine that it is in the best interests of
shareholders to do so and the imposition of or increase in the 12b-1 fee is first approved by the Funds shareholders. Because these fees are paid out of the Funds assets on an ongoing basis, to the extent that a fee is authorized and
payments are made, over time they will increase the cost of an investment in the Fund. The Plan fee may cost an investor more than other types of sales charges.
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PAYMENTS TO FINANCIAL INTERMEDIARIES BY JANUS
CAPITAL OR ITS AFFILIATES
|
From their own assets, Janus Capital or its affiliates pay selected brokerage firms or other financial intermediaries for
making certain funds available to their clients or otherwise distributing, promoting or marketing the funds. Janus Capital or its affiliates also make payments to one or more intermediaries for information about transactions and holdings in the
funds, such as the amount of fund shares purchased, sold or held through the intermediary and or its salespersons, the intermediary platform(s) on which shares are transacted and other information related to the funds. Payments made by Janus Capital
and its affiliates may eliminate or reduce trading commissions that the intermediary would otherwise charge its customers or its salespersons in connection with the purchase or sale of certain funds. Payment by Janus Capital or its affiliates to
eliminate or reduce a trading commission creates an incentive for salespersons of the intermediary to sell the Janus Henderson funds over other funds for which a commission would be charged. The amount of these payments is determined from time to
time by Janus Capital, may be substantial, and may differ for different intermediaries. Janus Capital may determine to make payments based on any number of factors or metrics. For example, Janus Capital may make payments at year-end and/or other
intervals in a fixed amount, an amount based upon an intermediarys services at defined levels, an amount based upon the total assets represented by funds subject to arrangements with the intermediary, or an amount based on the
intermediarys net sales of one or more funds in a year or other period, any of which arrangements may include an agreed-upon minimum or maximum payment, or any combination of the foregoing. More information regarding these payments is
contained in the SAI.
With respect to non-exchange-traded Janus Henderson funds not offered in this Prospectus, Janus Capital or its affiliates pay
fees, from their own assets, to selected brokerage firms, banks, financial advisors, retirement plan service providers, and other financial intermediaries that sell the Janus Henderson funds for distribution, marketing, promotional, or related
services, and/or for providing recordkeeping, subaccounting, transaction processing, and other shareholder or administrative services (including payments for processing transactions via National Securities Clearing Corporation (NSCC) or
other means) in connection with investments in the Janus Henderson funds. These fees are in addition to any fees that may be paid by the Janus Henderson funds for certain of these types of services or other services. Shareholders investing
through an intermediary should consider whether such arrangements exist when evaluating any recommendations from an intermediary.
In addition, Janus
Capital or its affiliates may also share certain marketing expenses with intermediaries, or pay for or sponsor informational meetings, seminars, client awareness events, and support for marketing materials, sales reporting, or business building
programs for such intermediaries to raise awareness of the Janus Henderson funds. Janus Capital or its affiliates may make payments to participate in intermediary marketing support programs which may provide Janus Capital or its affiliates with one
or more of the following benefits: attendance at sales conferences, participation in meetings or training sessions, access to or information about intermediary personnel, use of an intermediarys marketing and communication infrastructure, fund
analysis tools, data, business planning and strategy sessions with intermediary personnel, information on industry- or platform-specific developments, trends and service providers, and other marketing-related services. Such payments may be in
addition to, or in lieu of, the payments described above. These payments are intended to promote the sales of Janus Henderson funds and to reimburse financial intermediaries, directly or indirectly, for the costs that they or their salespersons
incur in connection with educational seminars, meetings, and training efforts about the Janus Henderson funds to enable the intermediaries and their salespersons to make suitable recommendations, provide useful services, and maintain the necessary
infrastructure to make the Janus Henderson funds available to their customers.
The receipt of (or prospect of receiving) payments, reimbursements and
other forms of compensation described above may provide a financial intermediary and its salespersons with an incentive to favor sales of Janus Henderson funds shares over sales of other funds (or non-mutual fund investments), with respect to
which the financial intermediary does not receive such payments or receives them in a lower amount. The receipt of these payments may cause certain financial intermediaries to
30½Janus Detroit Street Trust
elevate the prominence of the Janus Henderson funds within such financial intermediarys organization by, for example, placement on a list of preferred or recommended funds and/or the
provision of preferential or enhanced opportunities to promote the Janus Henderson funds in various ways within such financial intermediarys organization.
From time to time, certain financial intermediaries approach Janus Capital to request that Janus Capital make contributions to certain charitable
organizations. In these cases, Janus Capitals contribution may result in the financial intermediary, or its salespersons, recommending Janus Henderson funds over other funds (or non-mutual fund investments).
The payment arrangements described above will not change the price an investor pays for shares nor the amount that a Janus Henderson fund receives to invest on
behalf of the investor. You should consider whether such arrangements exist when evaluating any recommendations from an intermediary to purchase or sell shares of the Fund. Please contact your financial intermediary or plan sponsor for details on
such arrangements.
|
PURCHASING AND SELLING SHARES
|
Shares of the Fund are listed for trading on a national securities exchange during the trading day. Shares can be bought and
sold throughout the trading day like shares of other publicly traded companies. However, there can be no guarantee that an active trading market will develop or be maintained, or that the Fund shares listing will continue or remain unchanged. The
Fund does not impose any minimum investment for shares of the Fund purchased on an exchange. Buying or selling the Funds shares involves certain costs that apply to all securities transactions. When buying or selling shares of the Fund through
a financial intermediary, you may incur a brokerage commission or other charges determined by your financial intermediary. Due to these brokerage costs, if any, frequent trading may detract significantly from investment returns. In addition, you may
also incur the cost of the spread (the difference between the bid price and the ask price). The commission is frequently a fixed amount and may be a significant cost for investors seeking to buy or sell small amounts of shares.
The spread varies over time for shares of the Fund based on its trading volume and market liquidity, and is generally less if the Fund has more trading volume
and market liquidity and more if the Fund has less trading volume and market liquidity. Shares of the Fund may be acquired through the Distributor or redeemed directly with the Fund only in Creation Units or multiples thereof, as discussed in the
Creation and Redemption of Creation Units section of the SAI. Once created, shares of the Fund generally trade in the secondary market in amounts less than a Creation Unit.
The Funds primary listing exchange is NYSE Arca. The NYSE Arca is open for trading Monday through Friday and is closed on the following holidays: New
Years Day, Martin Luther King, Jr. Day, Presidents Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day.
A Business Day with respect to the Fund is each day NYSE Arca is open. Orders from Authorized Participants to create or redeem Creation Units will only be
accepted on a Business Day. On days when the NYSE Arca or the bond markets close earlier than normal (or on days where the bond markets are closed but the NYSE Arca is open), the Fund may require orders to create or redeem Creation Units to be
placed earlier in the day. In addition, to minimize brokerage and other related trading costs associated with securities that cannot be readily transferred in-kind, the Fund may establish early trade cut-off times for Authorized Participants to
submit orders for Creation Units, in accordance with the 1940 Act. See the SAI for more information.
In compliance with the Uniting and Strengthening
America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act), your financial intermediary is required to verify certain information on your account application as part of its
Anti-Money Laundering Program. You will be required to provide your full name, date of birth, social security number, and permanent street address to assist in verifying your identity. You may also be asked to provide documents that may help to
establish your identity. Until verification of your identity is made, your financial intermediary may temporarily limit additional share purchases. In addition, your financial intermediary may close an account if it is unable to verify a
shareholders identity. Please contact your financial intermediary if you need additional assistance when completing your application or additional information about the intermediarys Anti-Money Laundering Program.
In an effort to ensure compliance with this law, Janus Capitals Anti-Money Laundering Program (the Program) provides for the development of
internal practices, procedures and controls, designation of anti-money laundering compliance officers, an ongoing training program, and an independent audit function to determine the effectiveness of the Program.
31½Janus Detroit Street Trust
Continuous Offering
The method by which Creation Units of shares are created and traded may raise certain issues under applicable securities laws. Because new Creation Units of
shares are issued and sold by the Fund on an ongoing basis, a distribution, as such term is used in the Securities Act, may occur at any point. Broker-dealers and other persons are cautioned that some activities on their part may,
depending on the circumstances, result in their being deemed participants in a distribution in a manner which could render them statutory underwriters and subject them to the prospectus delivery requirements and liability provisions of the
Securities Act. For example, a broker-dealer firm or its client may be deemed a statutory underwriter if it takes Creation Units after placing an order with the Distributor, breaks them down into constituent shares and sells the shares directly to
customers or if it chooses to couple the creation of a supply of new shares with an active selling effort involving solicitation of secondary market demand for shares. A determination of whether one is an underwriter for purposes of the Securities
Act must take into account all the facts and circumstances pertaining to the activities of the broker-dealer or its client in the particular case, and the examples mentioned above should not be considered a
complete description of all the activities that could lead to a characterization as an underwriter.
Broker-dealer firms should also note that dealers
who are not underwriters but are effecting transactions in shares, whether or not participating in the distribution of shares, are generally required to deliver a prospectus. This is because the prospectus delivery exemption in
Section 4(a)(3)(C) of the Securities Act is not available in respect of such transactions as a result of Section 24(d) of the 1940 Act. As a result, broker-dealer firms should note that dealers who are not underwriters but are
participating in a distribution (as contrasted with engaging in ordinary secondary market transactions) and thus dealing with the shares that are part of an unsold allotment within the meaning of Section 4(a)(3)(C) of the Securities Act, will
be unable to take advantage of the prospectus delivery exemption provided by Section 4(a)(3) of the Securities Act. For delivery of prospectuses to exchange members, the prospectus delivery mechanism of Rule 153 under the Securities Act is only
available with respect to transactions on a national exchange.
Book Entry
Shares of the Fund are held in book-entry form, which means that no stock certificates are issued. The DTC or its nominee is the record owner of all
outstanding shares of the Fund and is recognized as the owner of all shares for all purposes.
Investors owning shares of the Fund are beneficial owners as
shown on the records of DTC or its participants. DTC serves as the securities depository for shares of the Fund. DTC participants include securities brokers and dealers, banks, trust companies, clearing corporations and other institutions that
directly or indirectly maintain a custodial relationship with DTC. As a beneficial owner of shares, you are not entitled to receive physical delivery of stock certificates or to have shares registered in your name, and you are not considered a
registered owner of shares. Therefore, to exercise any right as an owner of shares, you must rely upon the procedures of DTC and its participants. These procedures are the same as those that apply to any other exchange-traded securities that you
hold in book-entry or street name form.
Share Prices
The trading prices of the Funds shares in the secondary market generally differ from the Funds daily NAV per share and are affected by market
forces such as supply and demand, economic conditions, and other factors. Information regarding the intra-day net asset value of the Fund is disseminated every 15 seconds throughout the trading day by the
national securities exchange on which the Funds shares are primarily listed or by market data vendors or other information providers. The intra-day net asset value calculations are estimates of the value
of the Funds net asset value per Fund share based on the current market value of the securities and/or cash included in the Funds intra-day net asset value basket, using market data converted into U.S. dollars at the current currency
rates. The intra-day net asset value does not necessarily reflect the precise composition of the current portfolio of securities and instruments held by the Fund at a particular point in time or the best possible valuation of the current portfolio.
For example, the intra-day net asset value is based on quotes and closing prices from the securities local market and may not reflect events that occur subsequent to the local markets close. Therefore, the intra-day net asset value
should not be viewed as a real-time update of the NAV, which is computed only once a day. The intra-day net asset value is generally determined by using both current market quotations and/or price quotations obtained from broker-dealers
that may trade in the portfolio securities and instruments included in the Funds intra-day net asset value basket. The Fund is not involved in, or responsible for, the calculation or dissemination of the intra-day net asset value and makes no
representation or warranty as to its accuracy. An inaccuracy in the intra-day net asset value could result from various factors, including the difficulty of pricing portfolio instruments on an intra-day basis.
32½Janus Detroit Street Trust
Premiums and Discounts
There may be differences between the daily market prices on secondary markets for shares of the Fund and the Funds NAV. NAV is the price per share at
which the Fund issues and redeems shares. See Pricing of Fund Shares above. The price used to calculate market returns (Market Price) of the Fund generally is determined using the midpoint between the highest bid and the
lowest offer on the national securities exchange on which shares of the Fund are primarily listed for trading, as of the time that the Funds NAV is calculated. The Funds Market Price may be at, above, or below its NAV. The NAV of the
Fund will fluctuate with changes in the market value of its portfolio holdings. The Market Price of the Fund will fluctuate in accordance with changes in its NAV, as well as market supply and demand.
Premiums or discounts are the differences (expressed as a percentage) between the NAV and the Market Price of the Fund on a given day, generally at the time
the NAV is calculated. A premium is the amount that the Fund is trading above the reported NAV, expressed as a percentage of the NAV. A discount is the amount that the Fund is trading below the reported NAV, expressed as a percentage of the NAV. A
discount or premium could be significant. Information regarding the frequency of daily premiums or discounts, generally at the time the NAV is calculated, during the Funds four previous calendar quarters is available at
janushenderson.com/performance by selecting the Fund for additional details.
Investments by Other Investment Companies
The Trust and the Fund are part of the Janus Henderson family of funds and are related for purposes of investor and investment services, as defined in
Section 12(d)(1)(G) of the 1940 Act.
For purposes of the 1940 Act, Fund shares are issued by a registered investment company and purchases of Fund
shares by registered investment companies and companies relying on Section 3(c)(1) or 3(c)(7) of the Act are subject to the restrictions set forth in Section 12(d)(1) of the Act, except as permitted by an exemptive order of the SEC. The
SEC has granted the Trust such an order to permit registered investment companies to invest in Fund shares beyond the limits in Section 12(d)(1)(A), subject to certain terms and conditions, including that the registered investment company first
enter into a written agreement with the Trust regarding the terms of the investment.
Unlike traditional mutual funds, the frequent trading of Fund shares generally does not disrupt portfolio management,
increase the Funds trading costs, lead to realization of capital gains by the Fund, or otherwise harm Fund shareholders. The vast majority of trading in Fund shares occurs on the secondary market. Because these trades do not involve the Fund,
they do not harm the Fund or its shareholders. A few institutional investors, referred to as Authorized Participants, are authorized to purchase and redeem Fund shares directly with the Fund. Most ETFs typically effect these trades in kind (i.e.,
for securities and not for cash), and therefore they do not cause any of the harmful effects to the issuing fund (as previously noted) that may result from frequent cash trades. While the Fund redeems its shares on an in-kind basis, the Fund
generally issues Creation Units in exchange for cash, thereby potentially subjecting the Fund and its shareholders to those harmful effects. As a result, the Fund requires Authorized Participants to pay transaction fees to cover brokerage and
certain related costs when purchasing or redeeming Creation Units. Those fees are designed to protect the Fund and its shareholders from the dilutive costs associated with frequent creation and redemption activity. For these reasons, the Trustees of
the Fund have determined that it is not necessary to adopt policies and procedures to detect and deter frequent trading and market timing of Fund shares. However, the Funds policies and procedures regarding frequent purchases and redemptions
may be modified by the Trustees at any time.
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AVAILABILITY OF PORTFOLIO HOLDINGS INFORMATION
|
Each business day, the Funds portfolio holdings information is provided to the Distributor or other agent for
dissemination through the facilities of the NSCC and/or other fee-based subscription services to NSCC members and/or subscribers to entities that publish and/or analyze such information in connection with the process of purchasing or redeeming
Creation Units or trading shares of the Fund in the secondary market. In addition, on each business day before commencement of trading in shares on the NYSE Arca, the Fund will disclose on janushenderson.com/info the identities and quantities of
each portfolio position held by the Fund that will form the basis for the Funds calculation of the NAV per share at the end of the business day. The Fund is also required to disclose its complete holdings as an exhibit to its reports on Form
N-PORT within 60 days of the end of the first and third fiscal quarters, and in the annual report and semiannual report to Fund shareholders.
For
additional information on these disclosures and the availability of portfolio holdings information, please refer to the Funds SAI.
33½Janus Detroit Street Trust
|
SHAREHOLDER COMMUNICATIONS
|
Statements and Reports
Your financial intermediary or plan sponsor is responsible for sending you periodic statements of all transactions, along with trade confirmations and tax
reporting, as required by applicable law.
Your financial intermediary or plan sponsor is responsible for providing annual and semiannual reports,
including the financial statements of the Fund. These reports show the Funds investments and the market value of such investments, as well as other information about the Fund and its operations. Please contact your financial intermediary or
plan sponsor to obtain these reports. The Funds fiscal year ends October 31.
Lost (Unclaimed/Abandoned) Accounts
It is important to maintain a correct address for each shareholder. An incorrect address may cause a shareholders account statements and other mailings
to be returned as undeliverable. Based upon statutory requirements for returned mail, your financial intermediary or plan sponsor is required to attempt to locate the shareholder or rightful owner of the account. If the financial intermediary or
plan sponsor is unable to locate the shareholder, then the financial intermediary or plan sponsor is legally obligated to deem the property unclaimed or abandoned, and subsequently escheat (or transfer) unclaimed property
(including shares of a fund) to the appropriate states unclaimed property administrator in accordance with statutory requirements. Further, your account may be deemed unclaimed or abandoned, and subsequently transferred
to your state of residence if no activity (as defined by that state) occurs within your account during the time frame specified in your states unclaimed property laws. The shareholders last known address of record determines which state
has jurisdiction. Interest or income is not earned on redemption or distribution check(s) sent to you during the time the check(s) remained uncashed.
34½Janus Detroit Street Trust
FINANCIAL HIGHLIGHTS
The financial highlights table is intended to help you understand the Funds financial performance for each fiscal period shown. Items Net asset
value, beginning of period through Net asset value, end of period reflect financial results for a single Fund share. The information for the fiscal periods shown has been audited by PricewaterhouseCoopers LLP, whose report, along
with the Funds financial statements, is included in the Annual Report, which is available upon request, and incorporated by reference into the SAI.
The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the Fund (assuming reinvestment of all
dividends and distributions).
|
|
|
|
|
|
|
|
|
|
|
|
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For a share outstanding during each year or period ended October 31
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2019
|
|
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2018
|
|
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2017(1)
|
|
Net Asset Value, Beginning of Period
|
|
|
$50.04
|
|
|
|
$50.35
|
|
|
|
$50.00
|
|
|
|
|
|
Income/(Loss) from Investment Operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income/(loss)(2)
|
|
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1.39
|
|
|
|
1.25
|
|
|
|
0.82
|
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Net realized and unrealized gain/(loss)
|
|
|
0.53
|
|
|
|
(0.33)
|
|
|
|
0.11
|
|
Total from Investment Operations
|
|
|
1.92
|
|
|
|
0.92
|
|
|
|
0.93
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|
|
|
|
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Less Dividends and Distributions:
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|
|
|
|
|
|
|
|
|
|
|
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Dividends (from net investment income)
|
|
|
(1.43)
|
|
|
|
(1.23)
|
|
|
|
(0.58)
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Distributions (from capital gains)
|
|
|
(0.64)
|
|
|
|
|
|
|
|
|
|
Total Dividends and Distributions
|
|
|
(2.07)
|
|
|
|
(1.23)
|
|
|
|
(0.58)
|
|
|
|
|
|
|
|
|
|
|
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Net Asset Value, End of Period
|
|
|
$49.89
|
|
|
|
$50.04
|
|
|
|
$50.35
|
|
|
|
|
|
|
|
|
|
|
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Total Return*
|
|
|
3.95%
|
|
|
|
1.86%
|
|
|
|
1.87%
|
|
Net assets, End of Period (in thousands)
|
|
|
$1,037,735
|
|
|
|
$730,545
|
|
|
|
$156,084
|
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Average Net Assets for the Period (in thousands)
|
|
|
$925,572
|
|
|
|
$406,711
|
|
|
|
$66,131
|
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Ratios to Average Net Assets**:
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|
|
|
|
|
|
|
|
|
|
|
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Ratio of Gross Expenses
|
|
|
0.32%
|
|
|
|
0.35%
|
|
|
|
0.35%
|
|
Ratio of Net Investment Income/(Loss)
|
|
|
2.80%
|
|
|
|
2.51%
|
|
|
|
1.71%
|
|
Portfolio Turnover Rate(3)
|
|
|
23%
|
|
|
|
22%
|
|
|
|
44%
|
|
*
|
Total return not annualized for periods of less than one full year.
|
**
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Annualized for periods of less than one full year.
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(1)
|
Period from November 16, 2016 (commencement of operations) through October 31, 2017.
|
(2)
|
Per share amounts are calculated based on average shares outstanding during the year or period.
|
(3)
|
Portfolio turnover rate excludes securities received or delivered from
in-kind processing of creation or redemptions.
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35½Janus Detroit Street Trust
GLOSSARY OF INVESTMENT
TERMS
This glossary provides a more detailed description of some of the types of securities,
investment strategies, and other instruments in which the Fund may invest, as well as some general investment terms. The Fund may invest in these instruments to the extent permitted by its investment objective and policies. The Fund is not limited
by this discussion and may invest in any other types of instruments not precluded by the policies discussed elsewhere in this Prospectus.
Average-Weighted Effective Maturity is a measure of a bonds maturity. The stated maturity of a bond is the
date when the issuer must repay the bonds entire principal value to an investor. Some types of bonds may also have an effective maturity that is shorter than the stated date due to prepayment or call provisions. Securities without
prepayment or call provisions generally have an effective maturity equal to their stated maturity. Average-weighted effective maturity is calculated by averaging the effective maturity of bonds held by the Fund with each effective maturity
weighted according to the percentage of net assets that it represents.
Bonds are debt securities issued by a company,
municipality, government, or government agency. The issuer of a bond is required to pay the holder the amount of the loan (or par value of the bond) at a specified maturity and to make scheduled interest payments.
Certificates of Participation (COPs) are certificates representing an interest in a pool of securities. Holders are entitled to a
proportionate interest in the underlying securities. Municipal lease obligations are often sold in the form of COPs. Refer to Municipal lease obligations below.
Commercial paper is a short-term debt obligation with a maturity ranging from 1 to 270 days issued by banks, corporations, and other borrowers to
investors seeking to invest idle cash. The Fund may purchase commercial paper issued in private placements under Section 4(2) of the Securities Act of 1933, as amended (the 1933 Act).
Debt securities are securities representing money borrowed that must be repaid at a later date. Such securities have specific maturities and
usually a specific rate of interest or an original purchase discount.
Depositary receipts are receipts for shares of a foreign-based
corporation that entitle the holder to dividends and capital gains on the underlying security. Receipts include those issued by domestic banks (American Depositary Receipts), foreign banks (Global or European Depositary Receipts), and broker-dealers
(depositary shares).
Duration is a measurement of price sensitivity to interest rate changes. Unlike average maturity, duration reflects
both principal and interest payments. Generally, the higher the coupon rate on a bond, the lower its duration will be. The duration of a bond portfolio is calculated by averaging the duration of bonds held by the Fund with each duration
weighted according to the percentage of net assets that it represents. Because duration accounts for interest payments, the Funds duration is usually shorter than its average maturity. Securities with longer durations tend to be
more sensitive to changes in interest rates, and are usually more volatile than securities with shorter duration. For example, the price of a bond portfolio with an average duration of five years would be expected to fall approximately 5% if
interest rates rose by one percentage point. The Fund with a longer portfolio duration is more likely to experience a decrease in its share price as interest rates rise.
Fixed-income securities are securities that pay a specified rate of return. The term generally includes short- and long-term government,
corporate, and municipal obligations that pay a specified rate of interest, dividends, or coupons for a specified period of time. Coupon and dividend rates may be fixed for the life of the issue or, in the case of adjustable and floating rate
securities, for a shorter period.
High-yield/high-risk bonds are bonds that are rated below investment grade by the primary rating agencies
(i.e., BB+ or lower by Standard & Poors and Fitch, or Ba or lower by Moodys). Other terms commonly used to describe such bonds include lower rated bonds, non-investment grade bonds, and junk
bonds.
Industrial development bonds are revenue bonds that are issued by a public authority but which may be backed only by the credit
and security of a private issuer and may involve greater credit risk. Refer to Municipal securities below.
Mortgage- and
asset-backed securities are shares in a pool of mortgages or other debt instruments. These securities are generally pass-through securities, which means that principal and interest payments on the underlying securities (less servicing fees)
are passed through to shareholders on a pro rata basis. These securities involve both extension risk, where borrowers pay
36½Janus Detroit Street Trust
off their debt obligations more slowly in times of rising interest rates, and prepayment risk, where borrowers pay off their debt obligations sooner than expected in times of declining interest
rates. In that case, the Fund may have to reinvest the proceeds from the securities at a lower rate. Potential market gains on a security subject to prepayment risk may be more limited than potential market gains on a comparable security that is not
subject to prepayment risk. These risks may reduce a Funds returns.
Mortgage dollar rolls are transactions in which the Fund
sells a mortgage-related security, such as a security issued by Government National Mortgage Association, to a dealer and simultaneously agrees to purchase a similar security (but not the same security) in the future at a predetermined price. A
dollar roll can be viewed as a collateralized borrowing in which the Fund pledges a mortgage-related security to a dealer to obtain cash.
Municipal lease obligations are revenue bonds backed by leases or installment purchase contracts for property or equipment. Lease obligations may
not be backed by the issuing municipalitys credit and may involve risks not normally associated with general obligation bonds and other revenue bonds. For example, their interest may become taxable if the lease is assigned and the holders may
incur losses if the issuer does not appropriate funds for the lease payments on an annual basis, which may result in termination of the lease and possible default.
Municipal securities are bonds or notes issued by a U.S. state or political subdivision. A municipal security may be a general obligation backed
by the full faith and credit (i.e., the borrowing and taxing power) of a municipality or a revenue obligation paid out of the revenues of a designated project, facility, or revenue source.
Pass-through securities are shares or certificates of interest in a pool of debt obligations that have been repackaged by an intermediary, such
as a bank or broker-dealer.
Passive foreign investment companies (PFICs) are any foreign corporations which generate certain
amounts of passive income or hold certain amounts of assets for the production of passive income. Passive income includes dividends, interest, royalties, rents, and annuities. To avoid taxes and interest that the Fund must pay if these investments
are profitable, the Fund may make various elections permitted by the tax laws. These elections could require that the Fund recognize taxable income, which in turn must be distributed, before the securities are sold and before cash is received to pay
the distributions.
Pay-in-kind bonds are debt securities that normally give the issuer an option to pay cash at a coupon payment date or
give the holder of the security a similar bond with the same coupon rate and a face value equal to the amount of the coupon payment that would have been made.
Rule 144A securities are securities that are not registered for sale to the general public under the 1933 Act, but that may be resold to certain
institutional investors.
Standby commitment is a right to sell a specified underlying security or securities within a specified period of
time and at an exercise price equal to the amortized cost of the underlying security or securities plus accrued interest, if any, at the time of exercise, that may be sold, transferred, or assigned only with the underlying security or securities. A
standby commitment entitles the holder to receive same day settlement, and will be considered to be from the party to whom the investment company will look for payment of the exercise price.
Step coupon bonds are high-quality issues with above-market interest rates and a coupon that increases over the life of the bond. They may pay
monthly, semiannual, or annual interest payments. On the date of each coupon payment, the issuer decides whether to call the bond at par, or whether to extend it until the next payment date at the new coupon rate.
Strip bonds are debt securities that are stripped of their interest (usually by a financial intermediary) after the securities are issued. The
market value of these securities generally fluctuates more in response to changes in interest rates than interest-paying securities of comparable maturity.
Tender option bonds are relatively long-term bonds that are coupled with the option to tender the securities to a bank, broker-dealer, or other financial institution at periodic intervals and receive the face value of the bond. This investment structure is commonly used as a means of enhancing a securitys liquidity.
U.S. Government securities include direct obligations of the U.S. Government that are supported by its full faith and credit. Treasury bills have
initial maturities of less than one year, Treasury notes have initial maturities of one to ten years, and Treasury bonds may be issued with any maturity but generally have maturities of at least ten years. U.S. Government securities also include
indirect obligations of the U.S. Government that are issued by federal agencies and government sponsored entities. Unlike Treasury securities, agency securities generally are not backed by the full faith and credit of the U.S. Government. Some
37½Janus Detroit Street Trust
agency securities are supported by the right of the issuer to borrow from the Treasury, others are supported by the discretionary authority of the U.S. Government to purchase the agencys
obligations, and others are supported only by the credit of the sponsoring agency.
Variable and floating rate securities have variable or
floating rates of interest and, under certain limited circumstances, may have varying principal amounts. Variable and floating rate securities pay interest at rates that are adjusted periodically according to a specified formula, usually with
reference to some interest rate index or market interest rate (the underlying index). The floating rate tends to decrease the securitys price sensitivity to changes in interest rates.
Warrants are securities, typically issued with preferred stock or bonds, which give the holder the right to buy a proportionate amount of common
stock at a specified price. The specified price is usually higher than the market price at the time of issuance of the warrant. The right may last for a period of years or indefinitely.
Zero coupon bonds are debt obligations that do not pay regular cash interest payments at regular intervals, but are issued at a discount from
face value. The discount approximates the total amount of interest the security will accrue from the date of issuance to maturity. The market value of these securities generally fluctuates more in response to changes in interest rates than
interest-paying securities.
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FUTURES, OPTIONS, AND OTHER DERIVATIVES
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Credit default swaps are a specific kind of counterparty agreement that allows the transfer of
third party credit risk from one party to the other. One party in the swap is a lender and faces credit risk from a third party, and the counterparty in the credit default swap agrees to insure this risk in exchange for regular periodic payments.
Derivatives are instruments that have a value derived from, or directly linked to an underlying asset (stock, bond, commodity,
currency, interest rate or market index). Types of derivatives can include, but are not limited to options, forward contracts, swaps, and futures contracts.
Forward contracts are contracts to purchase or sell a specified amount of a financial instrument for an agreed upon price at a specified time.
Forward contracts are not currently exchange-traded and are typically negotiated on an individual basis. The Fund may enter into forward currency contracts for investment purposes or to hedge against declines in the value of securities denominated
in, or whose value is tied to, a currency other than the U.S. dollar or to reduce the impact of currency appreciation on purchases of such securities. It may also enter into forward contracts to purchase or sell securities or other financial
indices.
Futures contracts are contracts that obligate the buyer to receive and the seller to deliver an instrument or money at a specified
price on a specified date. The Fund may buy and sell futures contracts on foreign currencies, securities, and financial indices including indices of U.S. Government, foreign government, equity, or fixed-income securities. The Fund may also buy
options on futures contracts. An option on a futures contract gives the buyer the right, but not the obligation, to buy or sell a futures contract at a specified price on or before a specified date. Futures contracts and options on futures are
standardized and traded on designated exchanges.
Indexed/structured securities are typically short- to intermediate-term debt securities
whose value at maturity or interest rate is linked to currencies, interest rates, equity securities, indices, commodity prices, or other financial indicators. Such securities may be positively or negatively indexed (e.g., their value may increase or
decrease if the reference index or instrument appreciates). Indexed/structured securities may have return characteristics similar to direct investments in the underlying instruments and may be more volatile than the underlying instruments. The Fund
bears the market risk of an investment in the underlying instruments, as well as the credit risk of the issuer.
Interest rate swaps involve
the exchange by two parties of their respective commitments to pay or receive interest (e.g., an exchange of floating rate payments for fixed rate payments).
Options are the right, but not the obligation, to buy or sell a specified amount of securities or other assets on or before a fixed date at a
predetermined price. The Fund may purchase and write put and call options on securities, and foreign currencies. The Fund may purchase or write such options individually or in combination.
Participatory notes are derivative securities which are linked to the performance of an underlying Indian security and which allow investors to
gain market exposure to Indian securities without trading directly in the local Indian market.
38½Janus Detroit Street Trust
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OTHER INVESTMENTS, STRATEGIES, AND/OR TECHNIQUES
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Cash sweep program is an arrangement in which the Funds uninvested cash balance is used to purchase
shares of affiliated or non-affiliated money market funds or cash management pooled investment vehicles that operate pursuant to the provisions of the Investment Company Act of 1940, as amended (the 1940 Act) that govern the operation of
money market funds at the end of each day.
Diversification is a classification given to a fund under the Investment Company Act of
1940, as amended (the 1940 Act). Funds are classified as either diversified or nondiversified. To be classified as diversified under the 1940 Act, a fund may not, with respect to 75% of its total
assets, invest more than 5% of its total assets in any issuer and may not own more than 10% of the outstanding voting securities of an issuer. A fund that is classified as nondiversified under the 1940 Act, on the other hand, has the
flexibility to take larger positions in a smaller number of issuers than a fund that is classified as diversified. However, because the appreciation or depreciation of a single security may have a greater impact on the net asset value of
a fund which is classified as nondiversified, its share price can be expected to fluctuate more than a comparable fund which is classified as diversified.
Industry concentration for purposes under the 1940 Act is the investment of 25% or more of the Funds total assets in an industry or group
of industries.
Leverage occurs when the Fund increases its assets available for investment using reverse repurchase agreements or other
similar transactions. In addition, other investment techniques, such as short sales and certain derivative transactions, can create a leveraging effect. Engaging in transactions using leverage or those having a leveraging effect subjects the Fund to
certain risks. Leverage can magnify the effect of any gains or losses, causing the Fund to be more volatile than if it had not been leveraged. Certain commodity-linked derivative investments may subject the Fund to leveraged market exposure to
commodities. In addition, the Funds assets that are used as collateral to secure short sale transactions may decrease in value while the short positions are outstanding, which may force the Fund to use its other assets to increase collateral.
There is no assurance that a leveraging strategy will be successful.
Market capitalization is the most commonly used measure of the size and
value of a company. It is computed by multiplying the current market price of a share of the companys stock by the total number of its shares outstanding. Market capitalization is an important investment criterion for certain funds, while
others do not emphasize investments in companies of any particular size.
Net long is a term used to describe when the Funds assets
committed to long positions exceed those committed to short positions.
Repurchase agreements involve the purchase of a security by the Fund
and a simultaneous agreement by the seller (generally a bank or dealer) to repurchase the security from the Fund at a specified date or upon demand. This technique offers a method of earning income on idle cash. These securities involve the risk
that the seller will fail to repurchase the security, as agreed. In that case, the Fund will bear the risk of market value fluctuations until the security can be sold and may encounter delays and incur costs in liquidating the security.
Reverse repurchase agreements involve the sale of a security by the Fund to another party (generally a bank or dealer) in return for cash and an
agreement by the Fund to buy the security back at a specified price and time. This technique will be used primarily to provide cash to satisfy unusually high redemption requests, or for other temporary or emergency purposes.
When-issued, delayed delivery, and forward commitment transactions generally involve the purchase of a security with payment and delivery at some
time in the future i.e., beyond normal settlement. The Fund does not earn interest on such securities until settlement and bears the risk of market value fluctuations in between the purchase and settlement dates. New issues of stocks and
bonds, private placements, and U.S. Government securities may be sold in this manner.
39½Janus Detroit Street Trust
EXPLANATION OF RATING
CATEGORIES
The following is a description of credit ratings issued by three of the major credit
rating agencies. Credit ratings evaluate only the safety of principal and interest payments, not the market value risk of lower quality securities. Credit rating agencies may fail to change credit ratings to reflect subsequent events on a timely
basis. Although Janus Capital considers security ratings when making investment decisions, it also performs its own investment analysis and does not rely solely on the ratings assigned by credit agencies.
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Bond Rating
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Explanation
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Investment Grade
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AAA . . . . . . . . . . . . . . .
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Highest rating; extremely strong capacity to pay principal and interest.
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AA . . . . . . . . . . . . . . . .
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High quality; very strong capacity to pay principal and interest.
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A . . . . . . . . . . . . . . . . . .
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Strong capacity to pay principal and interest; somewhat more susceptible to the adverse effects of changing circumstances and economic conditions.
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BBB. . . . . . . . . . . . . . . .
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Adequate capacity to pay principal and interest; normally exhibit adequate protection parameters, but adverse economic conditions or changing circumstances more likely to lead to a weakened capacity to pay principal and interest
than for higher rated bonds.
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Non-Investment Grade
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BB . . . . . . . . . . . . . . . .
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Less vulnerable to nonpayment than other speculative issues; major ongoing uncertainties or exposure to adverse business, financial, or economic conditions which could lead to the obligors inadequate capacity to meet its
financial commitment on the obligation.
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B . . . . . . . . . . . . . . . . . .
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More vulnerable to nonpayment than obligations rated BB, but capacity to meet its financial commitment on the obligation; adverse business, financial, or economic conditions will likely impair the obligors capacity
or willingness to meet its financial commitment on the obligation.
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CCC . . . . . . . . . . . . . . .
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Currently vulnerable to nonpayment, and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its financial commitment on the obligation.
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CC . . . . . . . . . . . . . . . .
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Currently highly vulnerable to nonpayment.
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C . . . . . . . . . . . . . . . . . .
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Currently highly vulnerable to nonpayment; a bankruptcy petition may have been filed or similar action taken, but payments on the obligation are being continued.
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D . . . . . . . . . . . . . . . . . .
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In default.
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40½Janus Detroit Street Trust
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Long-Term Bond Rating
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Explanation
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Investment Grade
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AAA . . . . . . . . . . . . . . .
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Highest credit quality. Denotes the lowest expectation of credit risk. Exceptionally strong capacity for payment of financial commitments.
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AA . . . . . . . . . . . . . . . .
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Very high credit quality. Denotes expectations of very low credit risk. Very strong capacity for payment of financial commitments.
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A . . . . . . . . . . . . . . . . . .
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High credit quality. Denotes expectations of low credit risk. Strong capacity for payment of financial commitments. May be more vulnerable to changes in circumstances or in economic conditions than is the case for higher
ratings.
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BBB. . . . . . . . . . . . . . . .
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Good credit quality. Currently expectations of low credit risk. Capacity for payment of financial
commitments is considered adequate, but adverse changes in circumstances and economic conditions are more likely to impair this capacity than is the case for
higher ratings.
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Non-Investment Grade
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BB . . . . . . . . . . . . . . . .
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Speculative. Indicates possibility of credit risk developing, particularly as the result of adverse economic change over time. Business or financial alternatives may be available to allow financial commitments to be met.
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B . . . . . . . . . . . . . . . . . .
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Highly speculative. May indicate distressed or defaulted obligations with potential for extremely high recoveries.
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CCC . . . . . . . . . . . . . . .
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May indicate distressed or defaulted obligations with potential for superior to average levels of recovery.
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CC . . . . . . . . . . . . . . . .
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May indicate distressed or defaulted obligations with potential for average or below-average levels of recovery.
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C . . . . . . . . . . . . . . . . . .
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May indicate distressed or defaulted obligations with potential for below-average to poor recoveries.
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D . . . . . . . . . . . . . . . . . .
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In default.
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Short-Term Bond Rating
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Explanation
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F-1+ . . . . . . . . . . . . . . .
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Exceptionally strong credit quality. Issues assigned this rating are regarded as having the strongest degree of assurance for timely payment.
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F-1 . . . . . . . . . . . . . . . .
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Very strong credit quality. Issues assigned this rating reflect an assurance for timely payment only slightly less in degree than issues rated F-1+.
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F-2 . . . . . . . . . . . . . . . .
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Good credit quality. Issues assigned this rating have a satisfactory degree of assurance for timely payments, but the margin of safety is not as great as the F-1+ and F-1 ratings.
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41½Janus Detroit Street Trust
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MOODYS INVESTORS SERVICE, INC.
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Bond Rating
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Explanation
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Investment Grade
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Aaa . . . . . . . . . . . . . . . .
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Highest quality, smallest degree of investment risk.
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Aa. . . . . . . . . . . . . . . . .
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High quality; together with Aaa bonds, they compose the high-grade bond group.
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A . . . . . . . . . . . . . . . . . .
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Upper to medium-grade obligations; many favorable investment attributes.
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Baa . . . . . . . . . . . . . . . .
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Medium-grade obligations; neither highly protected nor poorly secured. Interest and principal appear adequate for the present but certain protective elements may be lacking or may be unreliable over any great length of
time.
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Non-Investment Grade
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Ba. . . . . . . . . . . . . . . . .
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More uncertain, with speculative elements. Protection of interest and principal payments not well safeguarded during good and bad times.
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B . . . . . . . . . . . . . . . . . .
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Lack characteristics of desirable investment; potentially low assurance of timely interest and principal payments or maintenance of other contract terms over time.
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Caa . . . . . . . . . . . . . . . .
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Poor standing, may be in default; elements of danger with respect to principal or interest payments.
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Ca . . . . . . . . . . . . . . . . .
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Speculative in a high degree; could be in default or have other marked shortcomings.
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C . . . . . . . . . . . . . . . . . .
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Lowest rated; extremely poor prospects of ever attaining investment standing.
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Unrated securities will be treated as non-investment grade securities unless the portfolio managers determine that such
securities are the equivalent of investment grade securities. When calculating the quality assigned to securities that receive different ratings from two or more agencies (split-rated securities), the security will receive: (i) the
middle rating from the three reporting agencies if three agencies provide a rating for the security or (ii) the lowest rating if only two agencies provide a rating for the security.
42½Janus Detroit Street Trust
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43½ Janus Detroit Street Trust
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44½ Janus Detroit Street Trust
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You can make inquiries and request other information, including a Statement of
Additional Information, annual report, or semiannual report (as they become available), free of charge, by contacting your broker-dealer, plan sponsor, or financial intermediary, or by contacting a Janus representative at 1-800-668-0434. The Funds Statement of Additional Information and most recent annual and semiannual reports are also available,
free of charge, at janushenderson.com/info. Additional information about the Funds investments is available in the Funds annual and semiannual reports. In the Funds annual and semiannual reports, you will find a discussion of the
market conditions and investment strategies that significantly affected the Funds performance during its last fiscal period. Other information is also available from financial intermediaries that sell shares of the Fund.
The Statement of Additional Information provides detailed information about the Fund and is incorporated into this Prospectus
by reference. Reports and other information about the Fund are available on the Electronic Data Gathering Analysis and Retrieval (EDGAR) Database on the SECs website at http://www.sec.gov. You may obtain copies of this information, after
paying a duplicating fee, by electronic request at the following e-mail address: publicinfo@sec.gov.
janushenderson.com/info
151 Detroit Street
Denver, CO
80206-4805
1-800-668-0434
The Trusts Investment Company Act File No. is 811-23112.
February 28, 2020
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Ticker
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Janus Henderson Mortgage-Backed Securities ETF
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JMBS
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Principal U.S. Listing Exchange: NYSE Arca, Inc.
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Janus Detroit Street Trust
Prospectus
Beginning on January 1, 2021, as
permitted by regulations adopted by the Securities and Exchange Commission, paper copies of the Funds shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports from your broker-dealer or
other financial intermediary (such as a bank). Instead, the reports will be made available on a website, and you will be notified by mail each time a report is posted and provided with a website link to access the report.
If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may
elect to receive shareholder reports and other communications from the Fund electronically by contacting your broker-dealer or other financial intermediary.
You may elect to receive all future reports in paper free of charge by contacting your broker-dealer or other financial intermediary. Your election to
receive reports in paper will apply to all Funds held in your account at your broker-dealer or other financial intermediary.
The Securities and
Exchange Commission has not approved or disapproved of these securities or passed on the accuracy or adequacy of this Prospectus. Any representation to the contrary is a criminal offense.
This Prospectus describes Janus Henderson Mortgage-Backed Securities ETF (the Fund), a portfolio
of Janus Detroit Street Trust (the Trust). Janus Capital Management LLC (Janus Capital or Janus) serves as investment adviser to the Fund.
Shares of the Fund are not individually redeemable and the owners of Fund shares may purchase or redeem shares from the Fund in Creation Units only, in
accordance with the terms set forth in this prospectus. The purchase and sale price of individual Fund shares trading on an exchange may be below, at or above the most recently calculated net asset value for Fund shares.
TABLE OF CONTENTS
1½Janus Henderson Mortgage-Backed Securities ETF
FUND SUMMARY
Janus Henderson Mortgage-Backed Securities ETF
Ticker: JMBS
Janus Henderson Mortgage-Backed Securities ETF seeks a high level of total return consisting of income and capital
appreciation.
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FEES AND EXPENSES OF THE FUND
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This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. Investors may pay brokerage
commissions on their purchases and sales of Fund shares, which are not reflected in the table or in the example below.
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ANNUAL FUND OPERATING EXPENSES
(expenses that you pay each year as a percentage of the value of your investment)
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Management Fees(1)
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0.35%
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Other Expenses
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0.00%
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Acquired Fund Fees and Expenses(2)
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0.02%
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Total Annual Fund Operating Expenses
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0.37%
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(1)
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The Funds Management Fee is a unitary fee that is designed to pay substantially all operating
expenses, except for distribution fees (if any), brokerage expenses or commissions, interest, dividends, taxes, litigation expenses, acquired fund fees and expenses (if any), and other extraordinary expenses not incurred in the ordinary course of
the Funds business.
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(2)
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Acquired Fund Fees and Expenses are indirect fees and expenses that the Fund incurs from investing in other
investment companies. Please note that the amount of Total Annual Fund Operating Expenses shown in the above table may differ from the ratio of gross expenses included in the Financial Highlights section of this prospectus, which
reflects the operating expenses of the Fund and does not include indirect expenses such as Acquired Fund Fees and Expenses.
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EXAMPLE:
The Example is intended to help you compare
the cost of investing in the Fund with the cost of investing in other funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then sell all of your shares at the end of those periods. The Example also
assumes that your investment has a 5% return each year and that the Funds operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
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1 Year
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3 Years
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5 Years
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10 Years
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$
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38
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$
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119
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$
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208
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$
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468
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Portfolio Turnover: The Fund pays transaction costs, such as commissions, when it buys and sells
securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in
annual fund operating expenses or in the Example, affect the Funds performance. During the most recent fiscal year, the Funds portfolio turnover rate was 348% of the average value of its portfolio.
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PRINCIPAL INVESTMENT STRATEGY
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The Fund seeks to achieve its investment objective by investing mainly in mortgage-related instruments. Under normal
circumstances, the Fund will invest at least 80%, and often times substantially all, of its net assets (plus any borrowings for investment purposes) in a portfolio of mortgage-related fixed income instruments of varying maturities. Mortgage-related
fixed income instruments include residential and commercial mortgage-backed securities (MBS), collateralized mortgage obligations, stripped mortgage-backed securities, mortgage pass-through
securities and other securities representing an interest in or secured by or related to mortgages, including asset-backed securities and securities issued by other ETFs that invest principally in MBS. Under normal circumstances, the Fund will invest
predominantly in mortgage-related securities issued by the U.S. government and its agencies, such as the Government National Mortgage Association (GNMA or Ginnie Mae), the Federal National Mortgage Association
(FNMA or Fannie Mae) or the Federal Home Loan Mortgage Corporation (FHLMC or Freddie Mac). The Fund
2½Janus Henderson Mortgage-Backed Securities ETF
may also invest up to 20% of its net assets in non-agency, or privately-issued, residential and commercial MBS, and
other non-agency or privately issued mortgage-related and asset-backed securities. The Fund will typically enter into to be announced or TBA commitments when purchasing MBS. In addition to its investments in mortgage-backed
and mortgage-related securities, the Fund will from time to time also invest in certain other fixed-income securities and/or hold cash and cash-equivalents (such as U.S. treasuries). The Fund will invest
primarily in securities rated investment grade (that is, securities rated Baa3/BBB- or higher, or if unrated, determined to be of comparable credit quality by Janus Capital). The Fund may also invest in
lower-rated, higher-yielding securities, including securities rated below investment grade (sometimes referred to as junk bonds), when Janus Capital believes that the increased risk of such lower
rated securities is justified by the potential for increased return. The Fund invests only in U.S. dollar denominated securities. The Fund may invest its uninvested cash in affiliated or non-affiliated money market funds.
As a general indication of the Funds targeted risk/return profile, the Funds portfolio managers will seek to select
mortgage-related instruments that can over time provide a return of 0.50% (net of fees) above the Bloomberg Barclays US MBS Index Total Return Value Unhedged USD (Bloomberg Barclays US MBS Index or
the Index), while generally maintaining an investment return with substantial correlation to the Index. There can be no assurance that the Fund will achieve this targeted risk/return.
Additionally, the Fund may invest in derivatives, which are instruments that have a value derived from, or directly linked to, an underlying asset, such as
fixed-income securities, interest rates, or market indices. In particular, the Fund may use swaps, futures, forward contracts and options. The Fund may use derivatives for various investment purposes, such as to manage or hedge portfolio risk,
including interest rate risk, or to manage duration. The Funds exposure to derivatives will vary. The Fund may also enter into short positions for hedging purposes.
The Fund is actively managed and does not seek to replicate the composition or performance of an index. In addition to considering economic factors
such as the effect of interest rates on the Funds investments, the portfolio managers apply a bottom up approach in choosing investments. This means that the portfolio managers look at securities one at a time to determine if a
security is an attractive investment opportunity and if it is consistent with the Funds investment policies. The portfolio managers additionally consider the expected risk-adjusted return on a particular investment and the Funds overall
target risk allocations and volatility.
The Fund may lend portfolio securities on a short-term or long-term basis, in an amount equal to up to one-third of its total assets as determined at the time of the loan origination.
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PRINCIPAL INVESTMENT RISKS
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Although the Fund may be less volatile than funds that invest most of their assets in common stocks, the Funds returns
and yields will vary, and you could lose money. The principal risks and special considerations associated with investing in the Fund are set forth below.
Mortgage-Backed Securities Risk. Mortgage-backed securities are classified generally as either commercial mortgage-backed securities
or residential mortgage-backed securities, each of which is subject to certain specific risks. Mortgage-backed securities tend to be more sensitive to changes in interest rates than other types of debt securities. Investments in mortgage-backed
securities are subject to both extension risk, where borrowers extend the duration of their mortgages in times of rising interest rates, and prepayment risk, where borrowers pay off their mortgages sooner than expected in times of declining interest
rates. These risks may reduce the Funds returns. In addition, investments in mortgage-backed securities, including those comprised of subprime mortgages, may be subject to a higher degree of credit risk, valuation risk, and liquidity risk than
various other types of fixed-income securities.
Privately Issued Mortgage-Related Securities Risk. Privately issued
mortgage-related securities are not subject to the same underwriting requirements for the underlying mortgages that are applicable to those mortgage-related securities that have a government or government-sponsored entity guarantee. As a result, the
mortgage loans underlying privately issued mortgage-related securities may, and frequently do, have less favorable collateral, credit risk, or other underwriting characteristics than government or government-sponsored mortgage-related securities and have wider variances in a number of terms including interest rate, term, size, purpose, and borrower characteristics. The risk of nonpayment is greater for mortgage-related securities that are backed by loans that were originated under weak underwriting standards, including loans made to borrowers with limited means to make repayment. A level of risk exists for all
loans, although, historically, the poorest performing loans have been those classified as subprime. Subprime loans are loans made to borrowers with lower credit
3½Janus Henderson Mortgage-Backed Securities ETF
ratings and/or a shorter credit history, who are more likely to default on their loan obligations as compared to more credit-worthy borrowers. Privately issued mortgage-related securities are not
traded on an exchange and there may be a limited market for the securities, especially when there is a perceived weakness in the mortgage and real estate market sectors. Without an active trading market, mortgage-related securities held in the
Funds portfolio may be particularly difficult to value because of the complexities involved in assessing the value of the underlying mortgage loans.
TBA Commitments Risk. The Fund will typically enter into to be announced or TBA commitments for
mortgage-backed securities and, at times, the portion of the Funds portfolio allocated to TBA securities may be significant. TBA commitments are forward agreements for the purchase or sale of securities, including mortgage-backed securities,
for a fixed price, with payment and delivery on an agreed upon future settlement date. Although the particular TBA securities must meet industry-accepted good delivery standards, there can be no assurance that a security purchased on a
forward commitment basis will ultimately be issued or delivered by the counterparty. During the settlement period, the Fund will still bear the risk of any decline in the value of the security to be delivered. Because TBA commitments do not require
the purchase and sale of identical securities, the characteristics of the security delivered to the Fund may be less favorable than the security delivered to the dealer. If the counterparty to a transaction fails to deliver the securities, the Fund
could suffer a loss. At the time of its acquisition, a TBA security may be valued at less than the purchase price.
Asset-Backed Securities
Risk. Asset-backed securities may be adversely affected by changes in interest rates, underperformance of the underlying assets, and the creditworthiness of the entities that provide any supporting letters of credit, surety bonds,
or other credit or liquidity enhancements. In addition, most asset-backed securities are subject to prepayment risk in a declining interest rate environment, and extension risk in an increasing rate environment.
Fixed-Income Securities Risk. The Fund invests in a variety of fixed-income securities. Typically, the value of fixed-income
securities changes inversely with prevailing interest rates. Therefore, a fundamental risk of fixed-income securities is interest rate risk, which is the risk that the value of such securities will generally decline as prevailing interest rates
rise, which may cause the Funds net asset value to likewise decrease. For example, while securities with longer maturities and durations tend to produce higher yields, they also tend to be more sensitive to changes in prevailing interest rates
and are therefore more volatile than shorter-term securities and are subject to greater market fluctuations as a result of changes in interest rates. Investments in fixed-income securities with very low or negative interest rates may diminish the
Funds yield and performance. Recent and potential future changes in government monetary policy may also affect the level of interest rates. These changes could cause the Funds net asset value to fluctuate or make it more difficult for
the Fund to accurately value its securities. How specific fixed-income securities may react to changes in interest rates will depend on the specific characteristics of each security. Fixed-income securities are also subject to credit risk,
prepayment risk, valuation risk, extension risk, and liquidity risk. Credit risk is the risk that the credit strength of an issuer of a fixed-income security will weaken and/or that the issuer will be unable to make timely principal and interest
payments and that the security may go into default. Prepayment risk is the risk that during periods of falling interest rates, certain fixed-income securities with higher interest rates, such as mortgage- and asset-backed securities, may be prepaid
by their issuers thereby reducing the amount of interest payments. Valuation risk is the risk that one or more of the fixed-income securities in which the Fund invests are priced differently than the value
realized upon such securitys sale. In times of market instability, valuation may be more difficult. Extension risk is the risk that borrowers may pay off their debt obligations more slowly in times of rising interest rates. Liquidity risk is
the risk that fixed-income securities may be difficult or impossible to sell at the time that the portfolio managers would like or at the price the portfolio managers believe the security is currently worth.
High-Yield/High-Risk Bond Risk. High-yield/high-risk bonds may be more sensitive than other types of bonds to economic changes,
political changes, or adverse developments specific to the company that issued the bond, which may adversely affect their value. High-yield/high-risk bonds (or junk bonds) are bonds rated below investment grade by the primary rating
agencies such as S&P Global Ratings, Fitch, Inc., and Moodys Investors Service, Inc. or are unrated bonds of similar quality. The value of lower quality bonds generally is more dependent on credit risk than investment grade bonds. Issuers
of high-yield/high-risk bonds may not be as strong financially as those issuing bonds with higher credit ratings and are more vulnerable to real or perceived economic changes, political changes, or adverse developments specific to the issuer. In
addition, the junk bond market is considered to be speculative in nature and can experience sudden and sharp price swings.
Market
Risk. The value of the Funds portfolio may decrease if the value of an individual company or security, or multiple companies or securities, in the portfolio decreases or if the portfolio managers belief about a
companys intrinsic worth is incorrect. Further, regardless of how well individual companies or securities perform, the value of the Funds portfolio could also decrease if there are deteriorating economic or market conditions. It is
important to understand that the value of your
4½Janus Henderson Mortgage-Backed Securities ETF
investment may fall, sometimes sharply, in response to changes in the market, and you could lose money. Market risk may affect a single issuer, industry, economic sector, or the market as a
whole.
Derivatives Risk. Derivatives, such as swaps, forwards, futures, and options, involve risks in addition to the risks
of the underlying referenced securities or asset. Gains or losses from a derivative investment can be substantially greater than the derivatives original cost and can therefore involve leverage and the potential for increased volatility.
Because most derivatives are not eligible to be transferred in-kind, the Fund may be subject to increased liquidity risk to the extent its derivative positions become illiquid. Derivatives also involve the risk that the counterparty to the
derivative transaction will default on its payment obligations. While use of derivatives to hedge can reduce or eliminate losses, it can also reduce or eliminate gains or cause losses if the market moves in a manner different from that anticipated
by the portfolio managers or if the cost of the derivative outweighs the benefit of the hedge. Changes in laws or regulations may make the use of derivatives more costly, may limit the availability of derivatives, or may otherwise adversely affect
the use, value or performance of derivatives.
Management Risk. The Fund is an actively managed investment portfolio and is
therefore subject to the risk that the investment strategies employed for the Fund may fail to produce the intended results. Although the Fund seeks to provide long-term positive returns, market conditions or implementation of the Funds
investment process may result in losses, and the Fund may not meet its investment objective. As such, there can be no assurance of positive absolute returns.
Portfolio Turnover Risk. Increased portfolio turnover may result in higher costs for brokerage commissions, dealer mark-ups, and other transaction costs, and may also result in taxable capital gains. Higher costs associated with increased portfolio turnover also may have a negative effect on the Funds performance.
Market Trading Risk. The Fund faces numerous market trading risks, including the potential lack of an active secondary trading market
for Fund shares, losses from trading in secondary markets, and periods of high volatility and disruption in the creation/redemption process of the Fund. Any of these factors, among others, may lead to the Funds shares trading at a premium or
discount to its net asset value. Investors buying or selling Fund shares in the secondary market will pay brokerage commissions or other charges imposed by brokers as determined by that broker. Brokerage commissions are often a fixed amount and may
be a significant proportional cost for investors seeking to buy or sell relatively small amounts of Fund shares. Although Fund shares are listed on an exchange, there can be no assurance that an active or liquid trading market for Fund shares will
develop or be maintained. In addition, trading in Fund shares on an exchange may be halted.
Trading Issues Risk. Although Fund
shares are listed for trading on the NYSE Arca, Inc. (NYSE Arca), there can be no assurance that an active trading market for such shares will develop or be maintained. The lack of an active market for Fund shares, as well as periods of
high volatility, disruptions in the creation/redemption process, or factors affecting the liquidity of the underlying securities held by the Fund, may result in the Funds shares trading at a premium or discount to its net asset value per share
(NAV). If an investor purchases shares at a time when the market price is at a premium to the NAV or sells at a time when the market price is at a discount to the NAV, the investor may sustain losses.
Trading in Fund shares may be halted due to market conditions or for reasons that, in the view of the NYSE Arca, make trading in Fund shares inadvisable. In
addition, trading is subject to trading halts caused by extraordinary market volatility pursuant to the NYSE Arca circuit breaker rules. There can be no assurance that the requirements of the NYSE Arca necessary to maintain the
Funds listing will continue to be met or will remain unchanged. During a flash crash, the market prices of the Funds shares may decline suddenly and significantly. Such a decline may not reflect the performance of the
portfolio securities held by the Fund. Flash crashes may cause Authorized Participants and other market makers to limit or cease trading in the Funds shares for temporary or longer periods. Shareholders could suffer significant losses to the
extent that they sell shares at these temporarily low market prices.
Fluctuation of NAV. The NAV of the Fund shares will
generally fluctuate with changes in the market value of the Funds securities holdings. The market prices of shares will generally fluctuate in accordance with changes in the Funds NAV and supply and demand of shares on the NYSE Arca. An
absence of trading in shares of the Fund, or a high volume of trading in the Fund, may result in trading prices that differ significantly from the Funds NAV. It cannot be predicted whether Fund shares will trade below, at or above the
Funds NAV. If an investor purchases shares at a time when the market price is at a premium to the NAV of the shares or sells at a time when the market price is at a discount to the NAV of the shares, then the investor may sustain losses.
Further, the securities held by the Fund may be traded in markets that close at a different time than the NYSE Arca. Liquidity in those securities may be reduced after the applicable closing times. Accordingly, during the time when NYSE Arca is open
but after the applicable market closing, fixing or settlement times, bid-ask spreads and the resulting premium or discount to the Fund shares NAV is likely to widen. Similarly, the NYSE Arca may be
closed at times or days when markets for securities held by the Fund are open, which may increase bid-ask spreads and the resulting premium or discount to the Fund shares NAV when the NYSE Arca
5½Janus Henderson Mortgage-Backed Securities ETF
re-opens. The Funds bid-ask spread and the resulting premium or discount to the Funds NAV may also be
impacted by the liquidity of the underlying securities held by the Fund, particularly in instances of significant volatility of the underlying securities.
Authorized Participant Risk. The Fund may have a limited number of financial institutions that may act as Authorized
Participants (APs). Only APs who have entered into agreements with the Funds distributor may engage in creation or redemption transactions directly with the Fund. To the extent that those APs exit the business or are unable to
process creation and/or redemption orders, and no other AP is able to step forward to create and redeem in either of these cases, shares may trade like closed-end fund shares at a premium or a discount to NAV
and possibly face delisting.
An investment in the Fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance
Corporation or any other government agency.
The following information provides some indication of the risks of investing in the Fund by showing how the Funds
performance has varied over time. The bar chart depicts performance for the last calendar year. The table compares the Funds average annual returns for the periods indicated to a broad-based securities market index. The index is not available
for direct investment. All figures assume reinvestment of dividends and distributions.
The Funds past performance (before and after taxes) does
not necessarily indicate how it will perform in the future. Updated performance information is available at janushenderson.com/performance or by calling
1-800-668-0434.
Janus
Henderson Mortgage-Backed Securities ETF
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Annual Total Returns (calendar year-end)
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Best Quarter: 1st Quarter
2019 2.30% Worst Quarter: 4th Quarter 2019 0.99%
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Average Annual Total Returns (periods ended 12/31/19)
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1 Year
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Since
Inception
9/12/18
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Janus Henderson Mortgage-Backed Securities ETF
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Return Before Taxes
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6.99
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%
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6.67
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%
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Return After Taxes on Distributions
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5.41
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%
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5.17
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%
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Return After Taxes on Distributions and Sale of Fund
Shares
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4.12
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%
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4.45
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%
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Bloomberg Barclays U.S. Mortgage Backed Securities Index(1)
(reflects no deductions for fees, expenses or taxes)
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6.35
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%
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6.35
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%
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(1)
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Index performance shown in the table is the total return, which assumes reinvestment of any dividends and
distributions during the time periods shown.
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After-tax returns in the table above are calculated
using the historical highest individual U.S. federal marginal income tax rates and do not reflect the impact of state or local taxes. Actual after-tax returns depend on your individual tax situation and may
differ from those shown in the preceding table. The after-tax return information shown above does not apply to Fund shares held through a tax-advantaged account, such as
a 401(k) plan or an IRA.
6½Janus Henderson Mortgage-Backed Securities ETF
Investment Adviser: Janus Capital Management LLC
Portfolio Managers: John Kerschner, CFA, is Co-Portfolio Manager of the Fund, which he has co-managed since inception. Nick Childs, CFA, is Co-Portfolio Manager of the Fund, which he has co-managed since inception.
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PURCHASE AND SALE OF FUND SHARES
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The Fund is an actively-managed exchange-traded fund. Unlike shares of traditional mutual funds, shares of the Fund are not
individually redeemable and may only be purchased or redeemed directly from the Fund at NAV in large increments called Creation Units (25,000 or more shares per Creation Unit) through certain participants, known as Authorized
Participants. Janus Capital may modify the Creation Unit size with prior notification to the Funds Authorized Participants. See the ETF portion of the Janus Henderson website for the Funds current Creation Unit size. The Fund will
generally issue Creation Units in exchange for cash, and redeem Creation Units in exchange for portfolio securities (and an amount of cash) that the Fund specifies each day. Except when aggregated in Creation Units, Fund shares are not redeemable
securities of the Fund.
Shares of the Fund are listed and trade on NYSE Arca, and individual investors can purchase or sell shares in much smaller
increments for cash in the secondary market through a broker. These transactions, which do not involve the Fund, are made at market prices that may vary throughout the day and differ from the Funds NAV. As a result, you may pay more than NAV
(at a premium) when you purchase shares, and receive less than NAV (at a discount) when you sell shares, in the secondary market.
The Funds distributions are taxable, and will be taxed as ordinary income or capital gains, unless you are investing
through a tax-advantaged arrangement, such as a 401(k) plan or an individual retirement account (in which case you may be taxed at ordinary income tax rates upon withdrawal of your investment from such
account). A sale of Fund shares may result in a capital gain or loss.
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PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL
INTERMEDIARIES
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If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), Janus Capital and/or its
affiliates may pay broker-dealers or intermediaries for the sale and/or maintenance of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to
recommend the Fund over another investment. Ask your salesperson or visit your financial intermediarys website for more information.
7½Janus Henderson Mortgage-Backed Securities ETF
ADDITIONAL INFORMATION ABOUT
THE FUND
Please refer to the following important information when reviewing the Fees and Expenses of the Fund table
in the Fund Summary of the Prospectus. The fees and expenses shown were determined based on average net assets as of the Funds most recent fiscal year ended October 31, 2019.
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Annual Fund Operating Expenses are paid out of the Funds assets. You do not pay these fees
directly but, as the Example in the Fund Summary shows, these costs are borne indirectly by all shareholders.
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The Management Fee is the rate paid by the Fund to Janus Capital for providing certain services.
Refer to Management Expenses in this Prospectus for additional information with further description in the Statement of Additional Information (SAI).
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°
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include taxes and governmental fees, brokerage fees, commissions and other transaction expenses, costs of
borrowing money, including interest expenses, securities lending expenses, and extraordinary expenses (such as litigation and indemnification expenses).
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include acquired fund fees and expenses, which are indirect expenses the Fund may incur as a result of investing
in shares of an underlying fund. Acquired Fund refers to any underlying fund (including, but not limited to, exchange-traded funds) in which a fund invests or has invested during the period. If applicable, or unless otherwise indicated
in the Funds Fees and Expenses table, such amounts are less than 0.01% and are included in the Funds Other Expenses.
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ADDITIONAL INVESTMENT STRATEGIES AND GENERAL PORTFOLIO
POLICIES
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The Fund is an actively managed ETF and, thus, does not seek to replicate the performance of a specified index. Accordingly,
the portfolio managers have discretion on a daily basis to manage the Funds portfolio in accordance with the Funds investment objective. Under normal circumstances, the Fund will generally sell or dispose of its portfolio investments
when, in the opinion of Janus Capital, they have reached their profit or price target, or as the result of changing market conditions. The Fund is designed for investors who seek exposure to an actively managed portfolio consisting primarily of
mortgage-related fixed-income instruments.
The Funds Board of Trustees (Trustees) may change the Funds investment objective or non-fundamental principal investment strategies without a shareholder vote. The Fund will notify you in writing at least 60 days or as soon as reasonably practicable before making any such change it considers
material. If there is a material change to the Funds objective or principal investment strategies, you should consider whether the Fund remains an appropriate investment for you. There is no guarantee that the Fund will achieve its investment
objective.
The Funds portfolio holdings are disclosed on its website daily after the close of trading on the exchange and prior to the opening of
trading on the exchange the following day. A description of the Funds policies and procedures with respect to the disclosure of the Funds portfolio holdings is available in the Funds SAI. Information about the premiums and
discounts at which the Funds shares have traded will be available at janushenderson.com/performance by selecting the Fund for additional details.
Unless otherwise stated, the following additional investment strategies and general policies apply to the Fund and provide further information including, but
not limited to, the types of securities the Fund may invest in when implementing its investment objective. Some of these strategies and policies may be part of a principal strategy. Other strategies and policies may be utilized to a lesser extent,
and where applicable, are noted as non-principal investment strategies. Except for the Funds policies with respect to investments in illiquid investments and borrowing, the percentage limitations
included in these policies and elsewhere in this Prospectus and/or the SAI normally apply only at the time of purchase of a security. So, for example, if the Fund exceeds a limit as a result of market fluctuations or the sale of other securities, it
will not be required to dispose of any securities. The Glossary of Investment Terms includes descriptions of investment terms used throughout the Prospectus.
The Fund may borrow money from a bank up to a limit of 5% of the value of its assets, but only for temporary or emergency purposes. For temporary liquidity and
cash management purposes, the Fund may invest in other exchange-traded funds (ETFs) that provide exposure to mortgage-related securities.
Cash Position
The Fund may not always stay fully
invested. For example, when the portfolio managers believe that market conditions are unfavorable for investing in mortgage-backed, mortgage-related and other fixed-income instruments, the Funds
investment in
8½Janus Henderson Mortgage-Backed Securities ETF
cash or cash equivalents, such as U.S. treasury securities, commercial paper, repurchase agreements and other short-duration fixed-income securities, and/or affiliated or non-affiliated money
market funds may increase. When the Funds investments in cash or cash equivalents increase, the Fund may not participate in market advances or declines to the same extent that it would if it remained more fully invested. To the extent the Fund
invests its uninvested cash through a sweep program (meaning its uninvested cash is pooled with uninvested cash of other funds and invested in certain securities such as repurchase agreements), it is subject to the risks of the account or fund into
which it is investing, including liquidity issues that may delay the Fund from accessing its cash.
Additionally, in unusual circumstances, such as to
protect its assets or maintain liquidity in certain circumstances to meet unusually large redemptions, the Fund may temporarily further increase its cash or cash equivalent position up to 100% of its assets.
High-Yield/High-Risk Bonds
A high-yield/high-risk
bond (also called a junk bond) is a bond rated below investment grade by major rating agencies (i.e., BB+ or lower by S&P Global Ratings (Standard & Poors) and Fitch, Inc. (Fitch), or Ba or
lower by Moodys Investors Service, Inc. (Moodys)) or is an unrated bond of similar quality. Junk bonds are considered to be speculative in nature and present greater risk of default (the failure to make timely interest and
principal payments) than higher quality bonds.
Illiquid Investments
The Fund will not acquire any illiquid investment if, immediately after the acquisition, the Fund would have invested more than 15% of its net assets in
illiquid investments that are assets. An illiquid investment is any investment that the Fund reasonably expects cannot be sold or disposed of in current market conditions in seven calendar days or less without the sale or disposition significantly
changing the market value of the investment. For example, some securities are not registered under U.S. securities laws and cannot be sold to the U.S. public because of Securities and Exchange Commission regulations (these are known as
restricted securities). Certain restricted securities that are determined to be liquid will not be counted toward this 15% limit.
Interest Rate Futures Contracts
Interest rate futures
contracts, including futures contracts on US treasuries, Eurodollars and other futures contracts that provide interest rate exposure, are typically exchange-traded, are typically used to obtain interest rate exposure in order to manage duration and
hedge interest rate risk. An interest rate futures contract is a bilateral agreement where one party agrees to accept and the other party agrees to make delivery of a specified security, as called for in the agreement at a specified date and at an
agreed upon price. Generally, Treasury interest rate futures contracts are closed out or rolled over prior to their expiration date.
Leverage
Leverage occurs when the Fund increases its assets available for investment using reverse repurchase agreements, when-issued, delayed delivery, or
forward commitment transactions (including TBA securities), or other similar transactions. In addition, other investment techniques, such as certain derivative transactions, can create a leveraging effect.
Mortgage-Backed Securities
The Fund may purchase fixed
or variable rate commercial or residential mortgage-backed securities issued by the Government National Mortgage Association (Ginnie Mae), the Federal National Mortgage Association (Fannie Mae), the Federal Home Loan Mortgage
Corporation (Freddie Mac), or other governmental or government-related entities. Ginnie Maes guarantees are backed by the full faith and credit of the U.S. Government. Fannie Maes and Freddie Macs are not backed by the full faith
and credit of the U.S. Government.
Unlike traditional debt instruments, payments on mortgage-backed securities include both interest and a partial payment
of principal. Prepayment of the principal of underlying loans at a faster pace than expected is known as prepayment risk, and may shorten the effective maturities of these securities. This may result in the Fund having to reinvest
proceeds at a lower interest rate. Mortgage-backed securities tend to be more sensitive to changes in interest rates than other types of debt securities.
In addition to prepayment risk, investments in mortgage-backed securities, particularly those comprised of subprime mortgages, and investments in other
asset-backed securities comprised of under-performing assets may be subject to a higher degree of credit risk, valuation risk, and liquidity risk than other mortgage-backed securities.
Mortgage-backed securities are also subject to extension risk, which is the risk that rising interest rates could cause mortgages underlying these securities
to be paid more slowly than expected, increasing the Funds sensitivity to interest rate changes and causing its price to decline.
9½Janus Henderson Mortgage-Backed Securities ETF
Asset-Backed Securities
The Fund will typically invest in asset-backed securities backed by pools of home equity loans and other mortgage-related debt, credit cards and automobile
loans. Asset-backed securities are collateralized by pools of obligations or assets. Most asset-backed securities involve pools of consumer or commercial debts with maturities less than ten years. However, almost any type of asset may be used to
create an asset-backed security. Asset-backed securities may take the form of commercial paper, notes, or pass-through certificates and may be structured as floaters, inverse floaters, interest-only and principal-only obligations.
Similar to mortgage-backed securities, payments on asset-backed securities include both interest and a partial payment of principal. The value of the
Funds investments in asset-backed securities may be adversely affected by changes in interest rates, factors concerning the interests in and structure of the issuer or originator of the receivables, the creditworthiness of the entities that
provide any supporting letters of credit, surety bonds, or other credit or liquidity enhancements, and/or the markets assessment of the quality of the underlying assets. Generally, the originating bank or credit provider is neither the obligor
nor the guarantor of the security, and interest and principal payments ultimately depend upon payment of the underlying loans by individuals. The Fund could incur a loss if the underlying loans are not paid. In addition, most asset-backed securities
are subject to prepayment risk in a declining interest rate environment. The impact of prepayments on the value of asset-backed securities may be difficult to predict and may result in greater volatility. Rising interest rates tend to extend the
duration of asset-backed securities, making them more volatile and sensitive to changing interest rates.
Mortgage Dollar Rolls
The Fund utilizes
mortgage dollar rolls, which are similar to reverse repurchase agreements in certain respects. In a mortgage dollar roll transaction, the Fund sells a mortgage-related security (such as a Ginnie Mae security) to a dealer and
simultaneously agrees to repurchase a similar security (but not the same security) in the future at a predetermined price. A dollar roll can be viewed, like a reverse repurchase agreement, as a collateralized borrowing in which the Fund
pledges a mortgage-related security to a dealer to obtain cash. Successful use of mortgage dollar rolls depends on the Funds ability to predict interest rates and mortgage payments. Dollar roll transactions involve the risk that the market
value of the securities the Fund is required to purchase may decline below the agreed upon repurchase price.
Non-Agency Mortgage-Backed Securities
The Fund may invest in non-agency and/or privately-issued mortgage-backed securities, which are mortgage-backed
securities issued or guaranteed by private issuers, rather than the U.S. government or government-sponsored entities.
Options on Futures
Contracts
An option on a futures contract gives the buyer the right, but not the obligation, to buy or sell a futures contract at a specified price on
or before a specified date. Futures contracts and options on futures are standardized and traded on designated exchanges.
Options on Securities
Indices
The Fund may purchase and write put and call options on securities indices. A put option on an index gives the holder the right to receive,
upon exercise of the option, an amount of cash if the closing level of the underlying index is less than the exercise price of the option. A call option on an index gives the holder the right to receive, upon exercise of the option, an amount of
cash if the closing level of the underlying index is greater than the exercise price of the option. This amount of cash is equal to the difference between the closing price of the index and the exercise price of the option, expressed in dollars
multiplied by a specified number. Thus, unlike options on individual securities, all settlements are in cash, and gain or loss depends on price movements in the particular market represented by the index generally, rather than the price movements in
individual securities. The premium paid to the writer is consideration for undertaking the obligations under the option contract.
Options on
Swap Contracts
The Fund may enter into options on swap agreements, commonly referred to as swaptions. A swaption is a contract that gives
a purchaser the right, but not the obligation, to enter into a new swap agreement or to shorten, extend, cancel, or otherwise modify an existing swap agreement, at some designated future time on specified terms. Swaptions can be used for a variety
of purposes, including to manage the Funds overall exposure to changes in interest rates and credit quality; as an efficient means of adjusting the Funds exposure to certain markets; in an effort to enhance income or total return or
protect the value of portfolio securities; to serve as a cash management tool; and to adjust portfolio duration or credit risk.
10½Janus Henderson Mortgage-Backed Securities ETF
Pass Through Securities
Pass-through securities (such as mortgage- and asset-backed securities) are debt securities that normally give the issuer an option to pay cash at a coupon
payment date or give the holder of the security a similar bond with the same coupon rate and a face value equal to the amount of the coupon payment that would have been made. In the pass-through structure, principal and interest payments on the
underlying securities (less servicing fees) are passed through to shareholders on a pro rata basis. These securities involve prepayment risk, which is the risk that the underlying mortgages or other debt may be refinanced or paid off prior to their
maturities during periods of declining interest rates. In that case, a Fund may have to reinvest the proceeds from the securities at a lower rate. Potential market gains on a security subject to prepayment risk may be more limited than potential
market gains on a comparable security that is not subject to prepayment risk.
Portfolio Turnover
Portfolio turnover rates are generally not a factor in making buy and sell decisions. Changes may be made to the Funds portfolio, consistent with the
Funds investment objective and policies, when the portfolio managers believe such changes are in the best interests of the Fund and its shareholders. Short-term transactions may result from the purchase of a security in anticipation of
relatively short-term gains, liquidity needs, securities having reached a price or yield objective, changes in interest rates or the credit standing of an issuer, or by reason of economic or other developments not foreseen at the time of the initial
investment decision. The Fund may also sell one security and simultaneously purchase the same or a comparable security to take advantage of short-term differentials in bond yields or securities prices. Portfolio turnover is affected by market
conditions, changes in the size of the Fund (including due to purchases and redemptions of Creation Units), the nature of the Funds investments, and the investment style of the portfolio managers. Due to the nature of the securities in which
it invests, the Fund may have relatively high portfolio turnover compared to other funds.
Increased portfolio turnover may result in higher costs for
brokerage commissions, dealer mark-ups, and other transaction costs, and may also result in taxable capital gains. Higher costs associated with increased portfolio turnover also may have a negative effect on
the Funds performance.
Securities Lending
The Fund may seek to earn additional income through lending its securities to certain qualified broker-dealers and institutions on a short-term or long-term
basis. The Fund may lend portfolio securities on a short-term or long-term basis, in an amount equal to up to one-third of its total assets as determined at the time of the loan origination. When the Fund
lends its securities, it receives collateral (including cash collateral), at least equal to the value of securities loaned. The Fund may earn income by investing this collateral in one or more affiliated or
non-affiliated cash management vehicles. It is also possible that, due to a decline in the value of a cash management vehicle in which collateral is invested, the Fund may lose money. There is also the risk
that when portfolio securities are lent, the securities may not be returned on a timely basis, and the Fund may experience delays and costs in recovering the security or gaining access to the collateral provided to the Fund to collateralize the
loan. If the Fund is unable to recover a security on loan, the Fund may use the collateral to purchase replacement securities in the market. There is a risk that the value of the collateral could decrease below the cost of the replacement security
by the time the replacement investment is made, resulting in a loss to the Fund. In certain circumstances, individual loan transactions could yield negative returns. Janus Capital intends to manage the cash collateral in an affiliated cash
management vehicle and will receive an investment advisory fee for managing such assets.
Short Positions
The Fund may invest in short positions for hedging purposes using interest rate futures, swaps, forward contracts, options and also through the short sale of
portfolio securities, including ETFs. A short sale is generally a transaction in which the Fund sells a security it does not own or have the right to acquire (or that it owns but does not wish to deliver) in anticipation that the market price of
that security will decline. To complete the transaction, the Fund must borrow the security to make delivery to the buyer. The Fund is then obligated to replace the security borrowed by purchasing the security at the market price at the time of
replacement. A short sale is subject to the risk that if the price of the security sold short increases in value, the Fund will incur a loss because it will have to replace the security sold short by purchasing it at a higher price. In addition, the
Fund may not always be able to close out a short position at a particular time or at an acceptable price. A lender may request, or market conditions may dictate, that the securities sold short be returned to the lender on short notice, and the Fund
may have to buy the securities sold short at an unfavorable price. If this occurs at a time that other short sellers of the same security also want to close out their positions, it is more likely that the Fund will have to cover its short sale at an
unfavorable price and potentially reduce or eliminate any gain, or cause a loss, as a result of the short sale. Because there is no upper limit to the price a borrowed security may reach prior to closing a short position, the Funds losses are
potentially unlimited in a short sale transaction. The
11½Janus Henderson Mortgage-Backed Securities ETF
Funds gains and losses will also be decreased or increased, as the case may be, by the amount of any dividends, interest, or expenses, including transaction costs and borrowing fees, the
Fund may be required to pay in connection with a short sale. Such payments may result in the Fund having higher expenses than a fund that does not engage in short sales and may negatively affect the Funds performance.
To the extent that the Fund enters into short derivative positions, the Fund may be exposed to risks similar to those associated with short sales, including
the risk that the Funds losses are theoretically unlimited. Short sales and short derivatives positions have a leveraging effect on the Fund, which may increase the Funds volatility.
Swap Agreements
The Fund may utilize swap
agreements such as credit default, interest rate, and total return swaps, as a means to hedge its portfolio against adverse movements in securities prices, the rate of inflation, or interest rates. Swap agreements are
two-party contracts to exchange one set of cash flows for another. Swap agreements entail the risk that a party will default on its payment obligations to the Fund. If the other party to a swap defaults, the
Fund would risk the loss of the net amount of the payments that it contractually is entitled to receive. If the Fund utilizes a swap at the wrong time or judges market conditions incorrectly, the swap may result in a loss to the Fund and reduce the
Funds total return. Various types of swaps such as credit default, interest rate, and total return swaps are described in this Prospectus and/or in the Glossary of Investment Terms.
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Index Credit Default Swaps The Fund may invest in index credit default swaps (CDX). A CDX is a centrally cleared swap on an index of credit default swaps. CDXs allow an investor to
manage credit risk or take a position on a basket of credit entities (such as credit default swaps or commercial mortgage-backed securities) in a more efficient manner than transacting in a single-name credit default swap. If a credit event occurs
in one of the underlying companies, the protection is paid out via the delivery of the defaulted bond by the buyer of protection in return for a payment of notional value of the defaulted bond by the seller of protection or it may be settled through
a cash settlement between the two parties. The underlying company is then removed from the index. New series of CDXs are issued on a regular basis.
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Interest Rate Swaps Interest rate swaps involve the exchange by two parties of their respective commitments to pay or receive interest (e.g., an exchange of floating rate payments for fixed rate
payments). Interest rate swaps are generally entered into on a net basis. Interest rate swaps are centrally cleared and do not involve the delivery of securities, other underlying assets, or principal. Accordingly, the risk of loss with respect to
interest rate swaps is limited to the net amount of interest payments that the Fund is contractually obligated to make.
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TBA
Commitments
The Fund will typically enter into to be announced or TBA commitments. TBA commitments are forward agreements
for the purchase or sale of securities, including mortgage-backed securities, for a fixed price, with payment and delivery on an agreed upon future settlement date. The specific securities to be delivered are not identified at the trade date.
However, delivered securities must meet industry-accepted good delivery standards, which include specified terms, for issuer, rate, and mortgage terms. At the time the TBA commitment is made, the transaction is recorded and thereafter
the value of such securities is reflected each day in determining the Funds NAV. Because the Fund is generally not required to pay for the security until the settlement date, if the Fund remains substantially fully invested at a time when TBA
commitment purchases are outstanding, the purchases may result in a form of leverage. To facilitate these TBA commitments, the Fund is required to segregate or otherwise earmark liquid assets marked to market daily in an amount at least equal to
such TBA commitments.
U.S. Government Securities
The Fund may invest in U.S. Government securities. U.S. Government securities include those issued directly by the U.S. Treasury, including Treasury
Inflation-Protected Securities (also known as TIPS), and those issued or guaranteed by various U.S. Government agencies and instrumentalities. Some government securities are backed by the full faith and credit of the United States. Other
government securities are backed only by the rights of the issuer to borrow from the U.S. Treasury. Others are supported by the discretionary authority of the U.S. Government to purchase the obligations. Certain other government securities are
supported only by the credit of the issuer. For securities not backed by the full faith and credit of the United States, the Fund must look principally to the agency or instrumentality issuing or guaranteeing the securities for repayment and may not
be able to assert a claim against the United States if the agency or instrumentality does not meet its commitment. Such securities may involve increased risk of loss of principal and interest compared to government debt securities that are backed by
the full faith and credit of the United States.
12½Janus Henderson Mortgage-Backed Securities ETF
Because of the rising U.S. Government debt burden, it is possible that the U.S. Government may not be able
to meet its financial obligations or that securities issued or backed by the U.S. Government may experience credit downgrades. Such a credit event may adversely affect the financial markets.
Variable- and Floating-Rate Obligations.
The Fund
may invest in securities with variable or floating rates of interest which, under certain limited circumstances, may have varying principal amounts. Variable and floating rate securities pay interest at rates that are adjusted periodically according
to a specified formula, usually with reference to some interest rate index or market interest rate (the underlying index). The floating rate tends to decrease the securitys price sensitivity to changes in interest rates. These
types of securities are relatively long-term instruments that often carry demand features permitting the holder to demand payment of principal at any time or at specified intervals prior to maturity. Inverse floating rate securities (Inverse
Floaters) are debt instruments whose interest bears an inverse relationship to the interest rate on another security. A rise in the reference rate of an inverse floater will cause a drop in the interest rate paid by the inverse floater, while
a drop in the reference rate of the inverse floater will cause an increase in the interest rate paid on the inverse floater. Inverse Floaters may exhibit greater price volatility than a fixed rate obligation with similar credit quality. Similar to
variable and floating rate obligations, effective use of inverse floaters requires skills different from those needed to select most portfolio securities. If movements in interest rates are incorrectly anticipated, the Fund could lose money, or its
NAV could decline by the use of inverse floaters.
Other Types of Investments
Unless otherwise stated within its specific investment policies, the Fund may also invest in other types of U.S. dollar denominated securities and use other
investment strategies, as described in the Glossary of Investment Terms. These securities and strategies are not intended to be principal investment strategies of the Fund. If successful, they may benefit the Fund by earning a return on
the Funds assets or reducing risk; however, they may not achieve the Funds investment objective. These securities and strategies may include fixed-income securities issued in private placement transactions.
The value of your investment will vary over time, sometimes significantly, and you may lose money by investing in the Fund. The
Fund invests mainly in mortgage-related instruments. The following information is intended to help you better understand some of the risks of investing in the Fund. The impact of the following risks on the Fund may vary depending on the Funds
investments. The greater the Funds investment in a particular security, the greater the Funds exposure to the risks associated with that security. Before investing in the Fund, you should consider carefully the risks that you assume when
investing in the Fund.
Cash Transaction Risk. Consistent with the Funds exemptive order to operate as an
exchange-traded fund, the Fund may require all authorized participants to purchase creation units in cash when the portfolio managers believe it is in the best interest of the Fund. Cash purchases may cause the Fund to incur portfolio transaction
fees or charges or delays in investing the cash that it would otherwise not incur if a purchase was made on an in-kind basis. To the extent the Fund determines to effect a creation unit redemption on a cash
basis, it may be less tax-efficient for the Fund compared to an in-kind redemption and may cause the Fund to incur portfolio transaction fees or charges it would not
otherwise incur with an in-kind redemption, to the extent such fees or charges are not offset by the redemption transaction fee paid by creation unit transaction fee. In addition, the Funds use of cash
transactions may result in wider bid-ask spreads in Fund shares trading in the secondary market as compared to ETFs that transact exclusively on an in-kind basis.
Collateralized Mortgage Obligation Risk. The Fund may invest in collateralized mortgage obligations (CMOs), which
are a type of mortgage-backed security. CMOs are created by dividing the principal and interest payments collected on a pool of mortgages into several revenue streams (tranches) with different priority rights to portions of the underlying mortgage
payments. Certain CMO tranches may represent a right to receive interest only (IOs), principal only (POs) or an amount that remains after floating-rate tranches are paid (an inverse floater). These securities are frequently
referred to as mortgage derivatives and may be extremely sensitive to changes in interest rates. Interest rates on inverse floaters, for example, vary inversely with a short-term floating rate (which may be reset periodically). Interest
rates on inverse floaters will decrease when short-term rates increase, and will increase when short-term rates decrease. These securities have the effect of providing a degree of investment leverage. In response to changes in market interest rates
or other market conditions, the value of an inverse floater may increase or decrease at a multiple of the increase or decrease in the value of the underlying securities. If the Fund invests in CMO tranches (including CMO tranches issued by
government agencies) and interest rates move in a manner not anticipated by Janus Capital, it is possible that the Fund could lose all or substantially all of its investment.
13½Janus Henderson Mortgage-Backed Securities ETF
Counterparty Risk. Fund transactions involving a counterparty are subject to the risk
that the counterparty or a third party will not fulfill its obligation to the Fund (counterparty risk). Counterparty risk may arise because of the counterpartys financial condition (i.e., financial difficulties, bankruptcy, or
insolvency), market activities and developments, or other reasons, whether foreseen or not. A counterpartys inability to fulfill its obligation may result in significant financial loss to the Fund. The Fund may be unable to recover its
investment from the counterparty or may obtain a limited recovery, and/or recovery may be delayed. The Fund may be exposed to counterparty risk to the extent it participates in lending its securities to third parties and/or cash sweep arrangements
whereby the Funds cash balance is invested in one or more types of cash management vehicles. In addition, the Fund may be exposed to counterparty risk through its investments in certain securities, including, but not limited to, repurchase
agreements, debt securities, and derivatives (including various types of forwards, swaps, futures, and options). The Fund intends to enter into financial transactions with counterparties that Janus Capital believes to be creditworthy at the time of
the transaction. There is always the risk that Janus Capitals analysis of a counterpartys creditworthiness is incorrect or may change due to market conditions. To the extent that the Fund focuses its transactions with a limited number of
counterparties, it will have greater exposure to the risks associated with one or more counterparties.
Credit Quality Risk. The
Fund is subject to the risks associated with the credit quality of the issuers of fixed-income securities. Credit quality measures the likelihood that the issuer or borrower will meet its obligations on a bond. One of the fundamental risks is credit
risk, which is the risk that an issuer will be unable to make principal and interest payments when due, or default on its obligations. Higher credit risk may negatively impact the Funds returns and yield. U.S. Government securities are
generally considered to be the safest type of investment in terms of credit risk. Municipal obligations generally rank between U.S. Government securities and corporate debt securities in terms of credit safety. Corporate debt securities,
particularly those rated below investment grade, present the highest credit risk.
Many fixed-income securities receive credit ratings from services such
as Standard & Poors, Fitch, and Moodys. These services assign ratings to securities by assessing the likelihood of issuer default. The lower a bond issue is rated by an agency, the more credit risk it is considered to represent.
Lower rated instruments and securities generally pay interest at a higher rate to compensate for the associated greater risk. Interest rates can fluctuate in response to economic or market conditions, which can result in a fluctuation in the price
of a security and impact your return and yield. If a security has not received a rating, the Fund must rely upon Janus Capitals credit assessment, which if incorrect can also impact the Funds returns and yield. Please refer to the
Explanation of Rating Categories section of this Prospectus for a description of bond rating categories.
Derivatives
Risks. Derivatives, such as swaps, forwards, futures and options, involve similar risks to those as the underlying referenced securities or assets, such as risk related to interest rates, market, credit, valuation, and liquidity,
among others. There are also additional risks. Gains or losses from a derivative investment can be substantially greater than the derivatives original cost, and can therefore involve leverage. Leverage may cause the Fund to be more volatile
than if it had not used leverage. Derivatives can be complex instruments and may involve analysis that differs from that required for other investment types used by the Fund. If the value of a derivative does not correlate well with the particular
market or other asset class to which the derivative is intended to provide exposure, the derivative may not produce the anticipated result. Derivatives can also reduce the opportunity for gain or result in losses by offsetting positive returns in
other investments.
Derivatives can be less liquid than other types of investments and because most derivatives are not eligible to be transferred in-kind, the Fund may be subject to increased liquidity risk to the extent its derivative positions become illiquid, relative to an exchange-traded fund that is able to
deliver its underlying investments in-kind to meet redemptions. Derivatives also entail the risk that the counterparty will default on its payment obligations. If the counterparty to a derivative transaction defaults, the Fund would risk the loss of
the net amount of the payments that it contractually is entitled to receive. If there is a default by the other party to such a transaction, the Fund normally will have contractual remedies pursuant to the agreements related to the transaction. To
the extent the Fund enters into short derivative positions, the Fund may be exposed to risks similar to those associated with short sales, including the risk that the Funds losses are theoretically unlimited.
The Fund uses derivatives for hedging purposes. Hedging with derivatives may increase expenses, and there is no guarantee that a hedging strategy will work.
While hedging can reduce or eliminate losses, it can also reduce or eliminate gains or cause losses if the market moves in a manner different from that anticipated by the portfolio managers or if the cost of the derivative outweighs the benefit of
the hedge. Changes in laws or regulations may make the use of derivatives more costly, may limit the availability of derivatives, or may otherwise adversely affect the use, value or performance of derivatives.
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Index Credit Default Swaps Risk. If the Fund holds a long position in a CDX, the Fund
would indirectly bear its proportionate share of any expenses paid by a CDX. By investing in CDXs, the Fund could be exposed to illiquidity risk,
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14½Janus Henderson Mortgage-Backed Securities ETF
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counterparty risk, and credit risk of the issuers of the underlying loan obligations and of the CDX markets. If there is a default by the CDX counterparty, the Fund will have contractual remedies
pursuant to the agreements related to the transaction. CDXs also bear the risk that the Fund will not be able to meet its obligation to the counterparty.
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Interest Rate Futures Risk. The Funds investments in interest rate futures entail
the risk that the Funds portfolio managers prediction of the direction of interest rates is wrong, and the Fund could incur a loss. In addition, due to the possibility of price distortions in the interest rate futures market, a correct
forecast of general interest rate trends by the portfolio managers may not result in the successful use of interest rate futures.
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Interest Rate Swaps Risk. The Funds use of interest rate swaps involves investment
techniques and risks different from those associated with ordinary portfolio security transactions. Interest rate swaps may result in potential losses if interest rates do not move as expected or if the counterparties are unable to satisfy their
obligations.
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Options on Futures Contracts Risk. The amount of risk that the Fund assumes when it
purchases an option on a futures contract is the premium paid for the option, plus related transaction costs. In order to profit from an option purchased, it may be necessary to exercise the option and to liquidate the underlying futures contract
subject to the risks of the availability of a liquid offset market. The seller of an option on a futures contract is subject to the risks of commodity futures trading, including the requirement of initial and variation margin payments, as well as
the additional risk that movements in the price of the option may not correlate with movements in the price underlying security, index, currency, or futures contracts.
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Options on Securities Indices Risk. Options on indices may, depending on circumstances,
involve greater risk than options on securities. Because index options are settled in cash, when the Fund writes a call on an index it may not be able to provide in advance for its potential settlement obligations by acquiring and holding the
underlying securities. If the Fund is unable to effect a closing purchase transaction with respect to covered options it has written, the Fund will not be able to sell the underlying securities or dispose of assets held in a segregated account until
the options expire or are exercised. Similarly, if the Fund is unable to effect a closing sale transaction with respect to options it has purchased, it will have to exercise the options in order to realize any profit and will incur transaction costs
upon the purchase or sale of underlying securities.
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Options on Swap Contracts Risk. Because the use of options on swap contracts, or
swaptions, generally does not involve the delivery of securities or other underlying assets or principal, the risk of loss with respect to swaptions generally is limited to the net amount of payments that the Fund is contractually
obligated to make. There is also a risk of a default by the other party to a swaption, in which case the Fund may not receive the net amount of payments that it contractually is entitled to receive. Entering into a swaption contract involves, to
varying degrees, the elements of credit, market, and interest rate risk, associated with both option contracts and swap contracts.
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Treasury Futures Contracts Risk. While transactions in Treasury futures contracts may
reduce certain risks, unanticipated changes in interest rates or securities prices may result in a poorer overall performance for the Fund than if it had not entered into any Treasury futures contracts. To the extent the Fund uses Treasury futures
contracts, it is exposed to additional volatility and potential losses resulting from leverage. Losses (or gains) involving Treasury futures contracts can sometimes be substantial in part because a relatively small price movement in a
Treasury futures contract may result in an immediate and substantial loss (or gain) for the Fund.
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Exchange-Traded Funds
Risk. The Fund may invest in ETFs for temporary liquidity purposes and to manage duration and cash positioning. ETFs are typically open-end investment companies which may seek to track the
performance of a specific index or be actively managed. ETFs are traded on a national securities exchange at market prices that may vary from the net asset value of their underlying investments. Accordingly, there may be times when an ETF trades at
a premium or discount to its NAV. As a result, the Fund may pay more or less than NAV when it buys ETF shares, and may receive more or less than NAV when it sells those shares. When the Fund invests in an ETF, in addition to directly bearing the
expenses associated with its own operations, it will also bear a pro rata portion of the ETFs expenses. Additionally, when purchasing or selling shares of an ETF, the Fund may pay commissions or other trading costs as part of the transaction.
The Fund is also subject to the risks associated with the securities in which the ETF invests.
Fixed Income Securities Risk. The
Fund invests in a variety of fixed-income securities. Typically, the values of fixed-income securities change inversely with prevailing interest rates. Therefore, a fundamental risk of fixed-income securities is interest rate risk, which is the risk
that the value of such securities will generally decline as prevailing interest rates rise, which may cause the Funds net asset value to likewise decrease. For example, while securities with longer maturities and durations tend to produce
higher yields, they also tend to be more sensitive to changes in prevailing interest rates and are therefore more volatile than
15½Janus Henderson Mortgage-Backed Securities ETF
shorter-term securities and are subject to greater market fluctuations as a result of changes in interest rates. Further, during periods of very low or negative interest rates, the Fund may not
be able to maintain positive returns. However, calculations of maturity and duration may not reliably predict a securitys price sensitivity to changes in interest rates. In addition, different interest rate measures (such as short- and
long-term interest rates and U.S. and non-U.S. interest rates), or interest rates on different types of securities or securities of different issuers, may not necessarily change in the same amount or in the same direction. Investments in
fixed-income securities with very low or negative interest rates may diminish the Funds yield and performance. Recent and potential future changes in government monetary policy may also affect the level of interest rates. These changes could
cause the Funds net asset value to fluctuate or make it more difficult for the Fund to accurately value its securities. How specific fixed-income securities may react to changes in interest rates will depend on the specific characteristics of
each security. Fixed-income securities are also subject to credit risk, which is the risk that the credit strength of an issuer of a fixed-income security will weaken and/or that the issuer will be unable to make timely principal and interest
payments and that the security may go into default. In addition, there is prepayment risk, which is the risk that during periods of falling interest rates, certain fixed-income securities with higher interest rates, such as mortgage- and
asset-backed securities, may be prepaid by their issuers thereby reducing the amount of interest payments. This may result in the Fund having to reinvest its proceeds in lower yielding securities. Fixed-income securities may also be subject to
valuation risk and liquidity risk. Valuation risk is the risk that one or more of the fixed-income securities in which the Fund invests are priced differently than the value realized upon such securitys sale. In times of market instability,
valuation may be more difficult. Liquidity risk is the risk that fixed-income securities may be difficult or impossible to sell at the time that the portfolio managers would like or at the price the portfolio managers believe the security is
currently worth. To the extent the Fund invests in fixed-income securities in a particular industry or economic sector, its share values may fluctuate in response to events affecting that industry or sector. Securities underlying mortgage- and
asset-backed securities, which may include subprime mortgages, also may be subject to a higher degree of credit risk, valuation risk, and liquidity risk.
High-Yield/High-Risk Bond Risk. High-yield/high-risk bonds (or junk bonds) are bonds rated below investment grade by the
primary rating agencies such as Standard & Poors, Fitch, and Moodys or are unrated bonds of similar quality. The value of lower quality bonds generally is more dependent on credit risk than investment grade bonds. Issuers of
high-yield/high-risk bonds may not be as strong financially as those issuing bonds with higher credit ratings and are more vulnerable to real or perceived economic changes, political changes, or adverse developments specific to the issuer. In
addition, the junk bond market is considered to be speculative in nature and can experience sudden and sharp price swings.
The secondary market on which
high-yield securities are traded is less liquid than the market for investment grade securities. The lack of a liquid secondary market may have an adverse impact on the market price of the security. Additionally, it may be more difficult to value
the securities because valuation may require more research, and elements of judgment may play a larger role in the valuation because there is less reliable, objective data available.
Please refer to the Explanation of Rating Categories section of this Prospectus for a description of bond rating categories.
Interest Rate Risk. Generally, a fixed-income security will increase in value when prevailing interest rates fall and decrease in
value when prevailing interest rates rise. Longer-term securities are generally more sensitive to interest rate changes than shorter-term securities, but they generally offer higher yields to compensate
investors for the associated risks. High-yield bond prices and floating rate debt security prices are generally less directly responsive to interest rate changes than investment grade issues or comparable fixed rate securities, and may not always
follow this pattern. The Fund may manage interest rate risk by varying the average-weighted effective maturity of the portfolio to reflect an analysis of interest rate trends and other factors. The Funds average-weighted effective maturity
will tend to be shorter when the portfolio managers expect interest rates to rise and longer when the portfolio managers expect interest rates to fall. The Fund may also use futures, swaps, options, and other derivatives to manage interest rate
risk.
Leverage Risk. Engaging in transactions using leverage or those having a leveraging effect subjects the Fund to certain
risks. These risks may be heightened if the Fund invests all, or a significant portion of its assets in futures, forwards, swaps, and other types of derivatives. Leverage can magnify the effect of any gains or losses, causing the Fund to be more
volatile than if it had not been leveraged. Through the use of leverage, the Funds total investment exposure could exceed the value of its portfolio securities and its investment performance could be dependent on securities not directly owned
by the Fund. In addition, the Funds assets that are used as collateral to secure short sale transactions may decrease in value while the short positions are outstanding, which may force the Fund to use its other, additional assets to meet its
collateral requirements.
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LIBOR Replacement Risk. Many financial instruments may be tied to the London
Interbank Offered Rate, or LIBOR, to determine payment obligations, financing terms, hedging strategies, or investment value. LIBOR is the offered rate for short-term Eurodollar deposits between major international banks. Thus, the Fund
generally must rely on contractual provisions in the loan agreement and common-law fraud protections under applicable state law. On July 27, 2017, the head of the United Kingdoms Financial Conduct Authority announced a desire to phase out the
use of LIBOR by the end of 2021. There remains uncertainty regarding the future utilization of LIBOR and the nature of any replacement rate. As such, the potential effect of a transition away from LIBOR on the Fund or the financial instruments in
which the Fund invests cannot yet be determined.
Management Risk. The Fund is an actively managed investment portfolio and
is therefore subject to the risk that the investment strategies employed for the Fund may fail to produce the intended results. The Fund may underperform its benchmark index or other funds with similar investment objectives.
Because the Fund invests substantially all of its assets in fixed-income securities or income-generating securities, it is subject to risks such as credit risk
and interest rate fluctuations. The Funds performance may also be affected by risks of certain types of investments, such as derivative instruments.
The Fund may use futures, options, swap agreements (such as interest rate, credit default, and total return swaps), and other derivative instruments
individually or in combination to hedge or protect its portfolio from adverse movements in securities prices and interest rates. There is no guarantee that the portfolio managers use of derivative investments will benefit the Fund.
The Funds performance could be worse than if the Fund had not used such instruments. Use of such investments may instead increase risk to the Fund, rather than reduce risk.
The Funds performance may also be significantly affected, positively or negatively, by the portfolio managers use of certain types of investments,
such as non-investment grade bonds (junk bonds), or securities of companies with relatively small market capitalizations. Note that the portfolio managers use of such investments may have a
magnified performance impact on a fund with a small asset base and the fund may not experience similar performance as its assets grow.
Market
Risk. The value of the Funds portfolio may decrease if the value of an individual company or security, or multiple companies or securities, in the portfolio decreases or if the portfolio managers belief about a
companys intrinsic worth is incorrect. Further, regardless of how well individual companies or securities perform, the value of the Funds portfolio could also decrease if there are deteriorating economic or market conditions, including,
but not limited to, a decline in commodities prices, or if the market favors different types of securities than the types of securities in which the Fund invests. If the value of the Funds portfolio decreases, the Funds net asset value
will also decrease, which means if you sell your shares in the Fund you may lose money. Market risk may affect a single issuer, industry, economic sector, or the market as a whole.
Market Trading Risk. The Fund is subject to secondary market trading risks. Once operational, shares of the Fund are listed for
trading on an exchange; however, there can be no guarantee that an active trading market for such shares will develop or continue. Shares of the Fund may be listed or traded on U.S. and foreign exchanges other than the Funds primary U.S.
listing exchange. There can be no guarantee that the Funds shares will continue trading on any exchange or in any market or that the Funds shares will continue to meet the listing or trading requirements of any exchange or market. The
Funds shares may experience higher trading volumes on one exchange as compared to another and investors are subject to the execution and settlement risks of the market where their broker directs trades.
Secondary market trading in the Funds shares may be halted by an exchange because of market conditions. Pursuant to exchange or market rules, trading in
the Funds shares on an exchange or in any market may be subject to trading halts caused by extraordinary market volatility. There can be no guarantee that the Funds exchange listing or ability to trade its shares will continue or remain
unchanged. In the event the Fund ceases to be listed on an exchange, the Fund may cease operating as an exchange-traded fund and operate as a mutual fund, provided that shareholders are given
advance notice.
Shares of the Fund may trade on an exchange at prices at, above, or below their most recent NAV. The per share NAV of the Fund is
calculated at the end of each business day, as described below, and fluctuates with changes in the market value of the Funds holdings. The trading prices of the Funds shares fluctuate continuously throughout the trading day based on
market supply and demand, and may not closely track NAV. The trading prices of the Funds shares may differ significantly from NAV during periods of market volatility, which may, among other factors, lead to the Funds shares trading at a
premium or discount to NAV.
17½Janus Henderson Mortgage-Backed Securities ETF
Buying or selling the Funds shares on an exchange may require the payment of brokerage commissions. In
addition, you may also incur the cost of the spread (the difference between the bid price and the ask price). The commission is frequently a fixed amount and may be a significant cost for investors seeking to buy or sell small amounts of shares. The
spread varies over time for shares of the Fund based on its trading volume and market liquidity, and is generally less if the Fund has more trading volume and market liquidity and more if the Fund has less trading volume and market liquidity. Due to
the costs inherent in buying or selling the Funds shares, frequent trading may detract significantly from investment returns. Investment in the Funds shares may not be advisable for investors who expect to engage in frequent trading.
Mortgage- and Asset-Backed Securities Risk. Rising interest rates tend to extend the duration of, or reduce the rate of
prepayments on, both commercial mortgage-backed securities (CMBS) and residential mortgage-backed securities (RMBS), making them more sensitive to changes in interest rates (extension risk). As a result, in a
period of rising interest rates, the price of mortgage-backed securities may fall, causing the Fund to exhibit additional volatility. Mortgage-backed securities are also subject to prepayment risk. When interest rates decline, borrowers may pay off
their mortgages sooner than expected. This can reduce the Funds returns because the Fund will have to reinvest that money at lower prevailing interest rates. In addition to extension risk and prepayment risk, investments in mortgage-backed
securities, including those comprised of subprime mortgages, may be subject to a higher degree of credit risk, valuation risk, and liquidity risk than various other types of fixed-income securities. Non-agency issued mortgage-backed securities are not backed by the full faith and credit of the U.S. Government and must rely only on the creditworthiness of the issuer and the underlying mortgages for repayment.
CMBS are subject to certain other risks. The market for CMBS developed more recently than that for RMBS and is relatively small in terms of outstanding
principal amount of issues compared to the RMBS market. CMBS are also subject to risks associated with a lack of standardized terms, shorter maturities than residential mortgage loans, and payment of all or substantially all of the principal at
maturity, rather than regular amortization of principal. Moreover, the type and use of a particular commercial property may add to the risk of CMBS investments. Adverse changes in economic conditions and circumstances are more likely to have an
adverse impact on mortgage-backed securities secured by loans on commercial properties than on those secured by residential properties.
Similarly, the
value of the Funds investments in asset-backed securities may be adversely affected by changes in interest rates, factors concerning the interests in and structure of the issuer or originator of the receivables, the creditworthiness of the
entities that provide any supporting letters of credit, surety bonds, or other credit or liquidity enhancements, and/or the markets assessment of the quality of the underlying assets. In addition, most asset-backed securities are subject to
prepayment risk in a declining interest rate environment. The impact of prepayments on the value of asset-backed securities may be difficult to predict and may result in greater volatility. Rising interest rates tend to extend the duration of
asset-backed securities, making them more volatile and sensitive to changing interest rates.
Newly Issued Securities Risk. The
credit obligations in which the Fund invests may include newly issued securities, or new issues, such as initial debt offerings. New issues may have a magnified impact on the performance of the Fund during periods in which it has a small
asset base. The impact of new issues on the Funds performance likely will decrease as the Funds asset size increases, which could reduce the Funds returns. New issues may not be consistently available to the Fund for investing,
particularly as the Funds asset base grows. Certain new issues, such as initial debt offerings, may be volatile in price due to the absence of a prior trading market, limited quantities available for trading and limited information about the
issuer. The Fund may hold new issues for a short period of time. This may increase the Funds portfolio turnover and may lead to increased expenses for the Fund, such as commissions and transaction costs. In addition, new issues can experience
an immediate drop in value after issuance if the demand for the securities does not continue to support the offering price.
Private Placements and
Other Restricted Securities Risk. Investments in private placements and other restricted securities, including securities issued under Regulation S, could have the effect of increasing the Funds level of illiquidity. Private
placements and securities issued under Regulation S may be less liquid than other investments because such securities may not always be readily sold in broad public markets and the Fund might be unable to dispose of such securities promptly or at
prices reflecting their true value.
Reverse Repurchase Agreement Risk. Reverse repurchase agreements are transactions in which
the Fund sells a security and simultaneously commits to repurchase that security from the buyer, such as a bank or broker-dealer, at an agreed upon price on an agreed upon future date. The repurchase price consists of the sale price plus an
incremental amount reflecting the interest cost to the Fund on the proceeds it has received from the initial sale. Reverse repurchase agreements involve the risk that the value of securities that the Fund is obligated to repurchase under the
agreement may decline below the repurchase price.
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Additionally, such transactions are only advantageous if the interest cost to the Fund of the reverse repurchase transaction is less than the cost of obtaining the cash otherwise. Interest costs
on the proceeds received in a reverse repurchase agreement may exceed the return received on the investments made by the Fund with those proceeds, resulting in reduced returns to shareholders. When the Fund enters into a reverse repurchase
agreement, it is subject to the risk that the buyer (counterparty) may default on its obligations to the Fund. In the event of such a default, the Fund may experience delays, costs, and losses, all of which may reduce returns to shareholders.
Investing reverse repurchase proceeds may also have a leveraging effect on the Funds portfolio. The Funds use of leverage can magnify the effect of any gains or losses, causing the Fund to be more volatile than if it had not been
leveraged. There is no assurance that any leveraging strategy used by the Fund will be successful.
Rule 144A Securities
Risk. The Fund may invest in Rule 144A securities that are not registered for sale to the general public under the Securities Act of 1933, as amended (the Securities Act), but which may be resold to certain
institutional investors. Such securities may be determined to be liquid in accordance with the requirements of Rule 22e-4, under the Investment Company Act of 1940, as amended (the 1940 Act). However, an insufficient number of qualified
institutional buyers interested in purchasing Rule 144A securities at a particular time could affect negatively the Funds ability to dispose of such securities promptly or at expected prices. As such, even if determined to be liquid, the
Funds investment in Rule 144A securities may subject the Fund to enhanced liquidity risk and potentially increase the Funds exposure to illiquid investments if eligible buyers become uninterested in buying Rule 144A securities at a
particular time.
Structured Note Risk. Structured notes are derivative debt instruments, the interest rate or principal of
which is determined by an unrelated indicator (for example, a currency, security, commodity or index thereof). The terms of the instrument may be structured by the purchaser and the borrower issuing the note. The terms of structured
notes may provide that in certain circumstances no principal is due at maturity, which may result in a loss of invested capital. Structured notes may be positively or negatively indexed, so that appreciation of the unrelated indicator may produce an
increase or a decrease in the interest rate or the value of the structured note at maturity may be calculated as a specified multiple of the change in the value of the unrelated indicator. Therefore, the value of such notes may be very volatile.
Structured notes may entail a greater degree of market risk than other types of debt securities because the investor bears the risk of the unrelated indicator. Structured notes also may be more volatile, less liquid, and more difficult to accurately
price than less complex securities and instruments or more traditional debt securities.
TBA Commitments Risk. The Fund
will typically enter into to be announced or TBA commitments for mortgage-backed securities and, at times, the portion of the Funds portfolio allocated to TBA securities may be significant. Although the particular TBA
securities must meet industry-accepted good delivery standards, there can be no assurance that a security purchased on a forward commitment basis will ultimately be issued or delivered by the counterparty. During the settlement period,
the Fund will still bear the risk of any decline in the value of the security to be delivered. Because TBA commitments do not require the purchase and sale of identical securities, the characteristics of the security delivered to the Fund may be
less favorable than the security delivered to the dealer. If the counterparty to a transaction fails to deliver the securities, the Fund could suffer a loss. At the time of its acquisition, a TBA security may be valued at less than the purchase
price. When the Fund sells a TBA security prior to settlement, it does not participate in future gains or losses with respect to the security. The Fund is generally not required to pay for the TBA security until the settlement date and, as a result,
if the Fund remains substantially fully invested at a time when TBA commitment purchases are outstanding, the purchases may result in a form of leverage. To facilitate these TBA commitments, the Fund is required to segregate or otherwise earmark
liquid assets marked to market daily in an amount at least equal to such TBA commitments.
Transaction and Spread Risk. Investors
buying or selling Fund shares in the secondary market will pay brokerage commissions or other charges imposed by brokers as determined by that broker. Brokerage commissions are often a fixed amount and may be a significant proportional cost for
investors seeking to buy or sell relatively small amounts of shares. In addition, secondary market investors will also incur the cost of the difference between the price that an investor is willing to pay for shares (the bid price) and
the price at which an investor is willing to sell shares (the ask price). This difference in bid and ask prices is often referred to as the spread or bid/ask spread. The bid/ask spread varies over time for shares
based on trading volume and market liquidity, and is generally lower if the Funds shares have more trading volume and market liquidity and higher if the Funds shares have little trading volume and market liquidity. Further, increased
market volatility and trading halts affecting any of the Funds portfolio securities may cause increased bid/ask spreads. Due to the costs of buying or selling shares, including bid/ask spreads, frequent trading of shares may significantly
reduce investment results and an investment in shares may not be advisable for investors who anticipate regularly making small investments.
Trading
Issues Risk. Although Fund shares are listed for trading on the NYSE Arca, there can be no assurance that an active trading market for such shares will develop or be maintained. Trading in Fund shares may be halted due to market
conditions or for reasons that, in the view of the NYSE Arca, make trading in shares inadvisable. In addition, trading in shares is subject to trading halts caused
19½Janus Henderson Mortgage-Backed Securities ETF
by extraordinary market volatility pursuant to the NYSE Arca circuit breaker rules. There can be no assurance that the requirements of the NYSE Arca necessary to maintain the listing
of the Fund will continue to be met or will remain unchanged or that the shares will trade with any volume, or at all. In addition, during periods of significant volatility, the liquidity of the underlying securities held by the Fund may affect the
Funds trading prices. During a flash crash, the market prices of the Funds shares may decline suddenly and significantly. Such a decline may not reflect the performance of the portfolio securities held by the Fund. Flash
crashes may cause Authorized Participants and other market makers to limit or cease trading in the Funds shares for temporary or longer periods. Shareholders could suffer significant losses to the extent that they sell shares at these
temporarily low market prices.
The risks are described further in the SAI.
20½Janus Henderson Mortgage-Backed Securities ETF
MANAGEMENT OF THE FUND
Janus Capital Management LLC, 151 Detroit Street, Denver, Colorado 80206-4805, is the investment adviser to the Fund. Janus
Capital is responsible for the day-to-day management of the Funds investment portfolio and furnishes continuous advice and recommendations concerning the
Funds investments. Janus Capital also provides certain administration and other services and is responsible for other business affairs of the Fund.
Janus Capital (together with its predecessors and affiliates) has served as investment adviser to Janus Henderson mutual funds since 1970 and currently serves
as investment adviser to all of the Janus Henderson funds, including Janus Henderson exchange-traded funds, acts as subadviser for a number of private-label mutual funds, and provides separate account advisory services for institutional accounts and
other unregistered products.
Janus Capital has received an exemptive order from the Securities and Exchange Commission (SEC) that permits
Janus Capital, subject to the approval of the Trustees, to appoint or replace certain subadvisers to manage all or a portion of the Funds assets and enter into, amend, or terminate a subadvisory agreement with certain subadvisers without
obtaining shareholder approval (a manager-of-managers structure). The
manager-of-managers structure applies to subadvisers that are not affiliated with the Trust or Janus Capital
(non-affiliated subadvisers), as well as any subadviser that is an indirect or direct wholly-owned subsidiary (as such term is defined by the
1940 Act) of Janus Capital or of another company that, indirectly or directly, wholly owns Janus Capital (collectively, wholly-owned subadvisers).
Pursuant to the order, Janus Capital, with the approval of the Trustees, has the discretion to terminate any subadviser and allocate and reallocate the
Funds assets among Janus Capital and any other non-affiliated subadvisers or wholly-owned subadvisers (including terminating a non-affiliated subadviser and
replacing it with a wholly-owned subadviser). Janus Capital, subject to oversight and supervision by the Trustees, has responsibility to oversee any subadviser to the Fund and to recommend for approval by the Trustees, the hiring, termination, and
replacement of subadvisers for the Fund. The order also permits the Fund to disclose subadvisers fees only in the aggregate in the SAI. In the event that Janus Capital hires a new subadviser pursuant to the manager-of-managers structure, the Fund would provide shareholders with information about the new subadviser and subadvisory agreement within 90 days.
The Trustees and the initial shareholder of the Fund have approved the use of a
manager-of-managers structure for the Fund.
Under its unitary fee structure, the Fund pays Janus Capital a Management Fee in return for providing certain
investment advisory, supervisory, and administrative services to the Fund, including the costs of transfer agency, custody, fund administration, legal, audit, and other services. Janus Capitals fee structure is designed to pay substantially
all of the Funds expenses. However, the Fund bears other expenses which are not covered under the Management Fee which may vary and affect the total level of expenses paid by shareholders, such as distribution fees (if any), brokerage expenses
or commissions, interest and dividends (including those relating to short positions (if any)), taxes, litigation expenses, acquired fund fees and expenses (if any), and extraordinary expenses.
The Funds Management Fee is calculated daily and paid monthly. The Funds advisory agreement details the Management Fee and other expenses that the
Fund must pay.
The following table reflects the Funds contractual Management Fee rate for the most recent fiscal year (expressed as an annual
rate). The rates shown are fixed rates based on the Funds daily net assets.
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Fund Name
|
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Daily
Net Assets
of the
Fund
|
|
Contractual
Management Fee (%)
(annual rate)
|
|
Janus Henderson Mortgage-Backed Securities ETF
|
|
$0-$500 million
|
|
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0.35
|
|
|
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Next $500 million
|
|
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0.28
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|
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Over $1 billion
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|
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0.20
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21½Janus Henderson Mortgage-Backed Securities ETF
The chart below shows the Funds hypothetical, blended fee rate based on the Funds daily net assets at
varying asset levels.
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Fund Assets
|
|
Hypothetical
Effective Blended Rate
Management Fee (%)
(annual
rate)
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$500 million
|
|
0.35
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$750 million
|
|
0.327
|
$1.0 billion
|
|
0.315
|
$1.25 billion
|
|
0.292
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$1.5 billion
|
|
0.277
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$2.0 billion
|
|
0.258
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$2.5 billion
|
|
0.246
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$3.0 billion
|
|
0.238
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$4.0 billion
|
|
0.229
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$5.0 billion
|
|
0.223
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$6.0 billion
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0.219
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For the fiscal year ended October 31, 2019, the aggregate fee paid to Janus Capital, as a percentage of average net assets,
was 0.35%. A discussion regarding the basis for the Trustees approval of the Funds investment advisory agreement is included in the Funds annual report (for the period ending October 31) or semiannual report (for the period ending
April 30) to shareholders. You can request the Funds annual or semiannual reports (as they become available), free of charge, by contacting your broker-dealer, plan sponsor, or financial intermediary, or by contacting a Janus representative at
800-668-0434. The reports are also available, free of charge, at janushenderson.com/info.
Janus Henderson Mortgage-Backed Securities ETF
Co-Portfolio Managers John Kerschner and Nick Childs jointly are responsible for the day-to-day management of the Fund, with no limitation on the authority of any co-portfolio manager in relation to the others.
John Kerschner, CFA, is Co-Portfolio Manager of Janus Henderson
Mortgage-Backed Securities ETF, which he has managed since inception. He joined Janus Capital in December 2010. Mr. Kerschner holds a Bachelor of Science degree (cum laude) in Biology from Yale University and a Master of Business Administration
degree from the Fuqua School of Finance at Duke University, where he was designated a Fuqua Scholar. Mr. Kerschner holds the Chartered Financial Analyst designation.
Nick Childs, CFA, is Co-Portfolio Manager of Janus Henderson Mortgage-Backed Securities
ETF, which he has managed since inception. He joined Janus Capital in 2017. Prior to joining Janus Capital, he was a portfolio manager at Proprietary Capital, LLC from 2012 to 2016, where he managed alternative fixed income strategies specializing
in MBS, absolute return investing. Mr. Childs holds a Bachelor of Science degree from the University of Denver. Mr. Childs holds the Chartered Financial Analyst designation.
Information about the portfolio managers compensation structure and other accounts managed is included in the SAI.
Conflicts of Interest
Janus Capital manages many funds
and numerous other accounts, which may include separate accounts and other pooled investment vehicles, such as hedge funds. Side-by-side management of multiple accounts,
including the management of a cash collateral pool for securities lending and investing the Janus Henderson funds cash, may give rise to conflicts of interest among those accounts, and may create potential risks, such as the risk that
investment activity in one account may adversely affect another account. For example, short sale activity in an account could adversely affect the market value of long positions in one or more other accounts (and vice versa). Side-by-side management may raise additional potential conflicts of interest relating to the allocation of investment opportunities and the aggregation and allocation of
trades.
22½Janus Henderson Mortgage-Backed Securities ETF
In addition, from time to time, Janus Capital or its affiliates may, subject to compliance with applicable law,
purchase and hold shares of the Fund for their own accounts, or may purchase shares of the Fund for the benefit of their clients, including other Janus Henderson Funds. Increasing the Funds assets may enhance the Funds profile with
financial intermediaries and platforms, investment flexibility and trading volume. Janus Capital and its affiliates reserve the right, subject to compliance with applicable law, to dispose of at any time, some or all of the shares of the Fund
acquired for their own accounts or for the benefit of their clients. A large sale of Fund shares by Janus Capital or its affiliates could significantly reduce the asset size of the Fund, which might have an adverse effect on the Funds
investment flexibility or trading volume. Janus Capital considers the effect of redemptions on the Fund and other shareholders in deciding whether to dispose of its shares of the Fund.
Janus Capital believes it has appropriately designed and implemented policies and procedures to mitigate these and other potential conflicts of interest. A
further discussion of potential conflicts of interest and policies and procedures intended to mitigate them is contained in the Funds SAI.
23½Janus Henderson Mortgage-Backed Securities ETF
OTHER INFORMATION
Creation Units for the Fund are distributed by ALPS Distributors, Inc. (the Distributor), which is a member of the
Financial Industry Regulatory Authority, Inc. (FINRA). To obtain information about FINRA member firms and their associated persons, you may contact FINRA at www.finra.org, or 1-800-289-9999.
24½Janus Henderson Mortgage-Backed Securities ETF
DIVIDENDS, DISTRIBUTIONS AND
TAXES
To avoid taxation of the Fund, the Internal Revenue Code requires the Fund to distribute all or substantially all of its net
investment income and any net capital gains realized on its investments at least annually.
Distribution Schedule
Dividends from net investment income are generally declared and distributed to shareholders monthly. Distributions of net capital gains are declared and
distributed at least annually. Dividends may be declared and paid more frequently to comply with the distribution requirements of the Internal Revenue Code. The date you receive your distribution may vary depending on how your intermediary processes
trades. Dividend payments are made through Depository Trust Company (DTC) participants and indirect participants to beneficial owners then of record with proceeds received from the Fund. Please consult your intermediary for
details.
How Distributions Affect the Funds NAV
Distributions are paid to shareholders as of the record date of a distribution of the Fund, regardless of how long the shares have been held. Undistributed
income and net capital gains are included in the Funds daily net asset value (NAV). The Funds NAV drops by the amount of the distribution, net of any subsequent market fluctuations. For example, assume that on
December 31, the Fund declared a dividend in the amount of $0.25 per share. If the Funds NAV was $10.00 on December 30, the Funds NAV on December 31 would be $9.75, barring market fluctuations. You should be aware that
distributions from a taxable fund do not increase the value of your investment and may create income tax obligations.
No dividend reinvestment service is
provided by the Trust. Financial intermediaries may make available the DTC book-entry Dividend Reinvestment Service for use by beneficial owners of Fund shares for reinvestment of their dividend distributions. Beneficial owners should contact their
financial intermediary to determine the availability and costs of the service and the details of participation therein. Financial intermediaries may require beneficial owners to adhere to specific procedures and timetables. If this service is
available and used, dividend distributions of both income and net capital gains will be automatically reinvested in additional whole shares of the Fund purchased in the secondary market.
As with any investment, you should consider the tax consequences of investing in the Fund. The following is a general
discussion of certain federal income tax consequences of investing in the Fund. The discussion does not apply to qualified tax-advantaged accounts or other non-taxable
entities, nor is it a complete analysis of the federal income tax implications of investing in the Fund. You should consult your tax adviser regarding the effect that an investment in the Fund may have on your particular tax situation, including the
federal, state, local, and foreign tax consequences of your investment.
Taxes on Distributions
Distributions by the Fund are subject to federal income tax, regardless of whether the distribution is made in cash or reinvested in additional shares of the
Fund. Distributions from net investment income (which includes dividends, interest, and realized net short-term capital gains), other than qualified dividend income, are taxable to shareholders as ordinary income. Distributions of qualified dividend
income are taxed to individuals and other noncorporate shareholders at long-term capital gain rates, provided certain holding period and other requirements are satisfied. Dividends received from REITs, certain foreign corporations, and income
received in lieu of dividends in a securities lending transaction generally will not constitute qualified dividend income. Because the income of the Fund is primarily derived from investments earning interest rather than dividend income,
generally none or only a small portion of the income dividends paid by the Fund is anticipated to be qualified dividend income. Distributions of net capital gain (i.e., the excess of net long-term capital gain over net short-term capital loss) are
taxable as long-term capital gain, regardless of how long a shareholder has held Fund shares. Individuals, trusts, and estates whose income exceeds certain threshold amounts are subject to an additional 3.8% Medicare contribution tax on net
investment income. Net investment income includes dividends paid by the Fund and capital gains from any sale or exchange of Fund shares. The Funds net investment income and capital gains are distributed to (and may be taxable to) those persons
who are shareholders of the Fund at the record date of such payments. Although the Funds total net income and net realized gain are the results of its operations, the per share amount distributed or taxable to shareholders is affected by the
number of Fund shares outstanding at the record date. Distributions declared to shareholders of record in October, November, or December and paid on or before January 31 of the succeeding year will be treated for federal income tax purposes as
if received by shareholders on December 31 of the year in which the distribution was declared. Generally, account tax information will be made available to shareholders on or before February 15 of each year. Information regarding
distributions may also be reported to the Internal Revenue Service (IRS).
25½Janus Henderson Mortgage-Backed Securities ETF
Taxes on Sales
Any time you sell the shares of the Fund in a taxable account, it is considered a taxable event. Depending on the purchase price and the sale price, you may
have a gain or loss on the transaction. The gain or loss will generally be treated as a long-term capital gain or loss if you held your shares for more than one year and if not held for such period, as a short-term capital gain or loss. Any tax
liabilities generated by your transactions are your responsibility.
U.S. federal income tax withholding may be required on all distributions payable to
shareholders who fail to provide their correct taxpayer identification number, fail to make certain required certifications, or who have been notified by the IRS that they are subject to backup withholding. The current backup withholding rate is
applied.
For shares purchased and sold from a taxable account, your intermediary will report cost basis information to you and to the IRS. Your
intermediary will permit shareholders to elect their preferred cost basis method. In the absence of an election, your cost basis method will be your intermediarys default method, which is often the average cost method. Please consult your tax
adviser to determine the appropriate cost basis method for your particular tax situation and to learn more about how the cost basis reporting laws apply to you and your investments.
Taxation of the Fund
Dividends, interest, and some
capital gains received by the Fund on foreign securities may be subject to foreign tax withholding or other foreign taxes.
Certain fund transactions may
involve futures, options, swap agreements, hedged investments, and other similar transactions, and may be subject to special provisions of the Internal Revenue Code that, among other things, can potentially affect the character, amount, and timing
of distributions to shareholders, and utilization of capital loss carryforwards. The Fund will monitor its transactions and may make certain tax elections and use certain investment strategies where applicable in order to mitigate the effect of
these tax provisions, if possible.
The Fund does not expect to pay any federal income or excise taxes because it intends to meet certain requirements of
the Internal Revenue Code, including the distribution each year of substantially all its net investment income and net capital gains. It is important for the Fund to meet these requirements so that any earnings on your investment will not be subject
to federal income taxes twice. If the Fund invests in a partnership, however, it may be subject to state tax liabilities.
26½Janus Henderson Mortgage-Backed Securities ETF
SHAREHOLDERS GUIDE
The Fund issues or redeems its shares at NAV per share only in Creation Units. Shares of the Fund are listed for trading on a national securities exchange and
trade on the secondary market during the trading day. Shares can be bought and sold throughout the trading day like shares of other publicly traded companies. There is no minimum investment. When buying or selling Fund shares through a broker, you
will incur customary brokerage commissions and charges, and you may pay some or all of the spread between the bid and offered price in the secondary market on each purchase and sale transaction. Fund shares are traded on NYSE Arca under the trading
symbol JMBS. Share prices are reported in dollars and cents per share.
Authorized Participants may acquire Fund shares directly from the Fund, and
Authorized Participants may tender their Fund shares for redemption directly to the Fund, at NAV per share, only in Creation Units and in accordance with the procedures described in the SAI.
The per share NAV of the Fund is computed by dividing the total value of the Funds portfolio, less any liabilities, by
the total number of outstanding shares of the Fund. The Funds NAV is calculated as of the close of the regular trading session of the New York Stock Exchange (NYSE) (normally 4:00 p.m. New York time) each day that the NYSE is open
(Business Day). However, the NAV may still be calculated if trading on the NYSE is restricted, provided there is sufficient pricing information available for the Fund to value its securities, or as permitted by the SEC. Foreign
securities held by the Fund, as applicable, may be traded on days and at times when the NYSE is closed and the NAV is therefore not calculated. Accordingly, the value of the Funds holdings may change on days that are not Business Days in the
United States and on which you will not be able to purchase or sell the Funds shares.
Securities held by the Fund are valued in accordance with
policies and procedures established by and under the supervision of the Trustees. To the extent available, equity securities (including shares of exchange-traded funds) are generally valued on the basis of market quotations. Most fixed-income
securities are typically valued using an evaluated bid price supplied by an approved pricing service that is intended to reflect market value. The evaluated bid price is an evaluation that may consider factors such as security prices, yields,
maturities, and ratings. Certain short-term instruments maturing within 60 days or less may be valued at amortized cost, which approximates market value. If a market quotation or evaluated price for a security is not readily available or is deemed
unreliable, or if an event that is expected to affect the value of the security occurs after the close of the principal exchange or market on which the security is traded, and before the close of the NYSE, a fair value of the security will be
determined in good faith under the policies and procedures. Such events include, but are not limited to: (i) a significant event that may affect the securities of a single issuer, such as a merger, bankruptcy, or significant issuer-specific
development; (ii) an event that may affect an entire market, such as a natural disaster or significant governmental action; (iii) a non-significant event such as a market closing early or not
opening, or a security trading halt; and (iv) pricing of a non-valued security and a restricted or non-public security. This type of fair value pricing may be more
commonly used with foreign equity securities, but it may also be used with, among other things, thinly-traded domestic securities or fixed-income securities. Special valuation considerations may apply with respect to
odd-lot fixed-income transactions which, due to their small size, may receive evaluated prices by pricing services which reflect a large block trade and not what actually could be obtained for the odd-lot position. For valuation purposes, if applicable, quotations of foreign portfolio securities, other assets and liabilities, and forward contracts stated in foreign currency are generally translated into U.S.
dollar equivalents at the prevailing market rates.
The value of the securities of open-end mutual funds held by the Fund, if any, will be calculated using
the NAV of such open-end mutual funds, and the prospectuses for such open-end mutual funds explain the circumstances under which they use fair value pricing and the effects of using fair value pricing.
All purchases, sales, or other account activity must be processed through your financial intermediary or plan sponsor.
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DISTRIBUTION AND SERVICING FEES
|
Distribution and Shareholder Servicing Plan
The Trust has adopted a Distribution and Servicing Plan for shares of the Fund pursuant to Rule 12b-1 under the 1940
Act (the Plan). The Plan permits compensation in connection with the distribution and marketing of Fund shares and/or the provision of certain shareholder services. The Plan permits the Fund to pay the Distributor, or its designee, a fee
for the sale and distribution and/or shareholder servicing of the shares at an annual rate of up to 0.25% of average daily net assets of the shares of the Fund. However, payment of a 12b-1 Plan fee has not
been authorized at this time.
27½Janus Henderson Mortgage-Backed Securities ETF
Under the terms of the Plan, the Trust is authorized to make payments to the Distributor or its designee for
remittance to retirement plan service providers, broker-dealers, bank trust departments, financial advisors, and other financial intermediaries, as compensation for distribution and/or shareholder services performed by such entities for their
customers who are investors in the Fund.
The 12b-1 fee may only be imposed or increased when the Trustees
determine that it is in the best interests of shareholders to do so. Because these fees are paid out of the Funds assets on an ongoing basis, to the extent that a fee is authorized and payments are made, over time they will increase the cost
of an investment in the Fund. The Plan fee may cost an investor more than other types of sales charges.
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PAYMENTS TO FINANCIAL INTERMEDIARIES BY JANUS
CAPITAL OR ITS AFFILIATES
|
From their own assets, Janus Capital or its affiliates pay selected brokerage firms or other financial intermediaries for
making certain funds available to their clients or otherwise distributing, promoting or marketing the funds. Janus Capital or its affiliates also make payments to one or more intermediaries for information about transactions and holdings in the
funds, such as the amount of fund shares purchased, sold or held through the intermediary and or its salespersons, the intermediary platform(s) on which shares are transacted and other information related to the funds. Payments made by Janus Capital
and its affiliates may eliminate or reduce trading commissions that the intermediary would otherwise charge its customers or its salespersons in connection with the purchase or sale of certain funds. Payment by Janus Capital or its affiliates to
eliminate or reduce a trading commission creates an incentive for salespersons of the intermediary to sell the Janus Henderson funds over other funds for which a commission would be charged. The amount of these payments is determined from time to
time by Janus Capital, may be substantial, and may differ for different intermediaries. Janus Capital may determine to make payments based on any number of factors or metrics. For example, Janus Capital may make payments at year-end and/or other intervals in a fixed amount, an amount based upon an intermediarys services at defined levels, an amount based upon the total assets represented by funds subject to arrangements with the
intermediary, or an amount based on the intermediarys net sales of one or more funds in a year or other period, any of which arrangements may include an agreed-upon minimum or maximum payment, or any combination of the foregoing. More
information regarding these payments is contained in the SAI.
With respect to non-exchange-traded Janus
Henderson funds not offered in this Prospectus, Janus Capital or its affiliates pay fees, from their own assets, to selected brokerage firms, banks, financial advisors, retirement plan service providers, and other financial intermediaries that sell
the Janus Henderson funds for distribution, marketing, promotional, or related services, and/or for providing recordkeeping, subaccounting, transaction processing, and other shareholder or administrative services (including payments for processing
transactions via National Securities Clearing Corporation (NSCC) or other means) in connection with investments in the Janus Henderson funds. These fees are in addition to any fees that may be paid by the Janus Henderson funds for
certain of these types of services or other services. Shareholders investing through an intermediary should consider whether such arrangements exist when evaluating any recommendations from an intermediary.
In addition, Janus Capital or its affiliates may also share certain marketing expenses with intermediaries, or pay for or sponsor informational meetings,
seminars, client awareness events, and support for marketing materials, sales reporting, or business building programs for such intermediaries to raise awareness of the Janus Henderson funds. Janus Capital or its affiliates may make payments to
participate in intermediary marketing support programs which may provide Janus Capital or its affiliates with one or more of the following benefits: attendance at sales conferences, participation in meetings or training sessions, access to or
information about intermediary personnel, use of an intermediarys marketing and communication infrastructure, fund analysis tools, data, business planning and strategy sessions with intermediary personnel, information on industry- or
platform-specific developments, trends and service providers, and other marketing-related services. Such payments may be in addition to, or in lieu of, the payments described above. These payments are intended to promote the sales of Janus Henderson
funds and to reimburse financial intermediaries, directly or indirectly, for the costs that they or their salespersons incur in connection with educational seminars, meetings, and training efforts about the Janus Henderson funds to enable the
intermediaries and their salespersons to make suitable recommendations, provide useful services, and maintain the necessary infrastructure to make the Janus Henderson funds available to their customers.
The receipt of (or prospect of receiving) payments, reimbursements and other forms of compensation described above may provide a financial intermediary and its
salespersons with an incentive to favor sales of Janus Henderson funds shares over sales of other funds (or non-mutual fund investments), with respect to which the financial intermediary does not receive
such payments or receives them in a lower amount. The receipt of these payments may cause certain financial intermediaries to
28½Janus Henderson Mortgage-Backed Securities ETF
elevate the prominence of the Janus Henderson funds within such financial intermediarys organization by, for example, placement on a list of preferred or recommended funds and/or the
provision of preferential or enhanced opportunities to promote the Janus Henderson funds in various ways within such financial intermediarys organization.
From time to time, certain financial intermediaries approach Janus Capital to request that Janus Capital make contributions to certain charitable
organizations. In these cases, Janus Capitals contribution may result in the financial intermediary, or its salespersons, recommending Janus Henderson funds over other funds (or non-mutual fund
investments).
The payment arrangements described above will not change the price an investor pays for shares nor the amount that a Janus Henderson fund
receives to invest on behalf of the investor. You should consider whether such arrangements exist when evaluating any recommendations from an intermediary to purchase or sell shares of the Fund. Please contact your financial intermediary or plan
sponsor for details on such arrangements.
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PURCHASING AND SELLING SHARES
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Shares of the Fund are listed for trading on a national securities exchange during the trading day. Shares can be bought and
sold throughout the trading day like shares of other publicly traded companies. However, there can be no guarantee that an active trading market will develop or be maintained, or that the Fund shares listing will continue or remain unchanged. The
Fund does not impose any minimum investment for shares of the Fund purchased on an exchange. Buying or selling the Funds shares involves certain costs that apply to all securities transactions. When buying or selling shares of the Fund through
a financial intermediary, you may incur a brokerage commission or other charges determined by your financial intermediary. Due to these brokerage costs, if any, frequent trading may detract significantly from investment returns. In addition, you may
also incur the cost of the spread (the difference between the bid price and the ask price). The commission is frequently a fixed amount and may be a significant cost for investors seeking to buy or sell small amounts of shares.
The spread varies over time for shares of the Fund based on its trading volume and market liquidity, and is generally less if the Fund has more trading volume
and market liquidity and more if the Fund has less trading volume and market liquidity. Shares of the Fund may be acquired through the Distributor or redeemed directly with the Fund only in Creation Units or multiples thereof, as discussed in the
Creation and Redemption of Creation Units section of the SAI. Once created, shares of the Fund generally trade in the secondary market in amounts less than a Creation Unit.
The Funds primary listing exchange is NYSE Arca. The NYSE Arca is open for trading Monday through Friday and is closed on the following holidays: New
Years Day, Martin Luther King, Jr. Day, Presidents Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day.
A Business Day with respect to the Fund is each day NYSE Arca is open. Orders from Authorized Participants to create or redeem Creation Units will only be
accepted on a Business Day. On days when the NYSE Arca or bond markets close earlier than normal (or on days when the bond markets are closed but the NYSE Arca is open), the Fund may require orders to create or redeem Creation Units to be placed
earlier in the day. In addition, to minimize brokerage and other related trading costs associated with securities that cannot be readily transferred in-kind, the Fund may establish early trade cut-off times for Authorized Participants to submit orders for Creation Units, in accordance with the 1940 Act. See the SAI for more information.
In compliance with the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA
PATRIOT Act), your financial intermediary is required to verify certain information on your account application as part of its Anti-Money Laundering Program. You will be required to provide your full name, date of birth, social security
number, and permanent street address to assist in verifying your identity. You may also be asked to provide documents that may help to establish your identity. Until verification of your identity is made, your financial intermediary may temporarily
limit additional share purchases. In addition, your financial intermediary may close an account if it is unable to verify a shareholders identity. Please contact your financial intermediary if you need additional assistance when completing
your application or additional information about the intermediarys Anti-Money Laundering Program.
In an effort to ensure compliance with this law,
Janus Capitals Anti-Money Laundering Program (the Program) provides for the development of internal practices, procedures and controls, designation of anti-money laundering compliance officers, an ongoing training program, and an
independent audit function to determine the effectiveness of the Program.
29½Janus Henderson Mortgage-Backed Securities ETF
Continuous Offering
The method by which Creation Units of shares are created and traded may raise certain issues under applicable securities laws. Because new Creation Units of
shares are issued and sold by the Fund on an ongoing basis, a distribution, as such term is used in the Securities Act may occur at any point. Broker-dealers and other persons are cautioned that some activities on their part may,
depending on the circumstances, result in their being deemed participants in a distribution in a manner which could render them statutory underwriters and subject them to the prospectus delivery requirements and liability provisions of the
Securities Act. For example, a broker-dealer firm or its client may be deemed a statutory underwriter if it takes Creation Units after placing an order with the Distributor, breaks them down into constituent
shares and sells the shares directly to customers or if it chooses to couple the creation of a supply of new shares with an active selling effort involving solicitation of secondary market demand for shares. A determination of whether one is an
underwriter for purposes of the Securities Act must take into account all the facts and circumstances pertaining to the activities of the broker-dealer or its client in the particular case, and the examples
mentioned above should not be considered a complete description of all the activities that could lead to a characterization as an underwriter.
Broker-dealer firms should also note that dealers who are not underwriters but are effecting transactions in shares, whether or not participating
in the distribution of shares, are generally required to deliver a prospectus. This is because the prospectus delivery exemption in Section 4(a)(3)(C) of the Securities Act is not available in respect of such transactions as a result of
Section 24(d) of the 1940 Act. As a result, broker-dealer firms should note that dealers who are not underwriters but are participating in a distribution (as contrasted with engaging in ordinary secondary market transactions) and
thus dealing with the shares that are part of an unsold allotment within the meaning of Section 4(a)(3)(C) of the Securities Act, will be unable to take advantage of the prospectus delivery exemption provided by Section 4(a)(3) of the
Securities Act. For delivery of prospectuses to exchange members, the prospectus delivery mechanism of Rule 153 under the Securities Act is only available with respect to transactions on a national exchange.
Book Entry
Shares of the Fund are held in book-entry
form, which means that no stock certificates are issued. The DTC or its nominee is the record owner of all outstanding shares of the Fund and is recognized as the owner of all shares for all purposes.
Investors owning shares of the Fund are beneficial owners as shown on the records of DTC or its participants. DTC serves as the securities depository for
shares of the Fund. DTC participants include securities brokers and dealers, banks, trust companies, clearing corporations and other institutions that directly or indirectly maintain a custodial relationship with DTC. As a beneficial owner of
shares, you are not entitled to receive physical delivery of stock certificates or to have shares registered in your name, and you are not considered a registered owner of shares. Therefore, to exercise any right as an owner of shares, you must rely
upon the procedures of DTC and its participants. These procedures are the same as those that apply to any other exchange-traded securities that you hold in book-entry or street name form.
Share Prices
The trading prices of the Funds
shares in the secondary market generally differ from the Funds daily NAV per share and are affected by market forces such as supply and demand, economic conditions, and other factors. Information regarding the
intra-day net asset value of the Fund is disseminated every 15 seconds throughout the trading day by the national securities exchange on which the Funds shares are primarily listed or by market data
vendors or other information providers. The intra-day net asset value calculations are estimates of the value of the Funds net asset value per Fund share based on the current market value of the
securities and/or cash included in the Funds intra-day net asset value basket, using market data converted into U.S. dollars at the current currency rates. The
intra-day net asset value does not necessarily reflect the precise composition of the current portfolio of securities and instruments held by the Fund at a particular point in time or the best possible
valuation of the current portfolio. For example, the intra-day net asset value is based on quotes and closing prices from the securities local market and may not reflect events that occur subsequent to
the local markets close. Therefore, the intra-day net asset value should not be viewed as a real-time update of the NAV, which is computed only once a day. The
intra-day net asset value is generally determined by using both current market quotations and/or price quotations obtained from broker-dealers that may trade in the portfolio securities and instruments
included in the Funds intra-day net asset value basket. The Fund is not involved in, or responsible for, the calculation or dissemination of the intra-day net
asset value and makes no representation or warranty as to its accuracy. An inaccuracy in the intra-day net asset value could result from various factors, including the difficulty of pricing portfolio
instruments on an intra-day basis.
30½Janus Henderson Mortgage-Backed Securities ETF
Premiums and Discounts
There may be differences between the daily market prices on secondary markets for shares of the Fund and the Funds NAV. NAV is the price per share at
which the Fund issues and redeems shares. See Pricing of Fund Shares above. The price used to calculate market returns (Market Price) of the Fund generally is determined using the midpoint between the highest bid and the
lowest offer on the national securities exchange on which shares of the Fund are primarily listed for trading, as of the time that the Funds NAV is calculated. The Funds Market Price may be at, above, or below its NAV. The NAV of the
Fund will fluctuate with changes in the market value of its portfolio holdings. The Market Price of the Fund will fluctuate in accordance with changes in its NAV, as well as market supply and demand.
Premiums or discounts are the differences (expressed as a percentage) between the NAV and the Market Price of the Fund on a given day, generally at the time
the NAV is calculated. A premium is the amount that the Fund is trading above the reported NAV, expressed as a percentage of the NAV. A discount is the amount that the Fund is trading below the reported NAV, expressed as a percentage of the NAV. A
discount or premium could be significant. Information regarding the frequency of daily premiums or discounts, generally at the time the NAV is calculated, during the Funds four previous calendar quarters is available at
janushenderson.com/performance by selecting the Fund for additional details.
Investments by Other Investment Companies
The Trust and the Fund are part of the Janus Henderson family of funds and are related for purposes of investor and investment services, as defined in
Section 12(d)(1)(G) of the 1940 Act.
For purposes of the 1940 Act, Fund shares are issued by a registered investment company and purchases of Fund
shares by registered investment companies and companies relying on Section 3(c)(1) or 3(c)(7) of the Act are subject to the restrictions set forth in Section 12(d)(1) of the Act, except as permitted by an exemptive order of the SEC. The
SEC has granted the Trust such an order to permit registered investment companies to invest in Fund shares beyond the limits in Section 12(d)(1)(A), subject to certain terms and conditions, including that the registered investment company first
enter into a written agreement with the Trust regarding the terms of the investment.
Unlike traditional mutual funds, the frequent trading of Fund shares generally does not disrupt portfolio management,
increase the Funds trading costs, lead to realization of capital gains by the Fund, or otherwise harm Fund shareholders. The vast majority of trading in Fund shares occurs on the secondary market. Because these trades do not involve the Fund,
they do not harm the Fund or its shareholders. A few institutional investors, referred to as Authorized Participants, are authorized to purchase and redeem Fund shares directly with the Fund. Most ETFs typically effect these trades in kind (i.e.,
for securities and not for cash), and therefore they do not cause any of the harmful effects to the issuing fund (as previously noted) that may result from frequent cash trades. While the Fund redeems its shares on an in-kind basis, the Fund
generally issues Creation Units in exchange for cash, thereby potentially subjecting the Fund and its shareholders to those harmful effects. As a result, the Fund requires Authorized Participants to pay transaction fees to cover brokerage and
certain related costs when purchasing or redeeming Creation Units. Those fees are designed to protect the Fund and its shareholders from the dilutive costs associated with frequent creation and redemption activity. For these reasons, the Trustees of
the Fund have determined that it is not necessary to adopt policies and procedures to detect and deter frequent trading and market timing of Fund shares. However, the Funds policies and procedures regarding frequent purchases and redemptions
may be modified by the Trustees at any time.
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AVAILABILITY OF PORTFOLIO HOLDINGS INFORMATION
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Each business day, the Funds portfolio holdings information is provided to the Distributor or other agent for
dissemination through the facilities of the NSCC and/or other fee-based subscription services to NSCC members and/or subscribers to entities that publish and/or analyze such information in connection with the
process of purchasing or redeeming Creation Units or trading shares of the Fund in the secondary market. In addition, on each business day before commencement of trading in shares on the NYSE Arca, the Fund will disclose on janushenderson.com/info
the identities and quantities of each portfolio position held by the Fund that will form the basis for the Funds calculation of the NAV per share at the end of the business day. The Fund is also required to disclose its complete holdings as an
exhibit to its reports on Form N-PORT within 60 days of the end of the first and third fiscal quarters, and in the annual report and semiannual report to Fund shareholders.
For additional information on these disclosures and the availability of portfolio holdings information, please refer to the Funds SAI.
31½Janus Henderson Mortgage-Backed Securities ETF
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SHAREHOLDER COMMUNICATIONS
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Statements and Reports
Your financial intermediary or plan sponsor is responsible for sending you periodic statements of all transactions, along with trade confirmations and tax
reporting, as required by applicable law.
Your financial intermediary or plan sponsor is responsible for providing annual and semiannual reports,
including the financial statements of the Fund. These reports show the Funds investments and the market value of such investments, as well as other information about the Fund and its operations. Please contact your financial intermediary or
plan sponsor to obtain these reports. The Funds fiscal year ends October 31.
Lost (Unclaimed/Abandoned) Accounts
It is important to maintain a correct address for each shareholder. An incorrect address may cause a shareholders account statements and other mailings
to be returned as undeliverable. Based upon statutory requirements for returned mail, your financial intermediary or plan sponsor is required to attempt to locate the shareholder or rightful owner of the account. If the financial intermediary or
plan sponsor is unable to locate the shareholder, then the financial intermediary or plan sponsor is legally obligated to deem the property unclaimed or abandoned, and subsequently escheat (or transfer) unclaimed property
(including shares of a fund) to the appropriate states unclaimed property administrator in accordance with statutory requirements. Further, your account may be deemed unclaimed or abandoned, and subsequently transferred
to your state of residence if no activity (as defined by that state) occurs within your account during the time frame specified in your states unclaimed property laws. The shareholders last known address of record determines which state
has jurisdiction. Interest or income is not earned on redemption or distribution check(s) sent to you during the time the check(s) remained uncashed.
32½Janus Henderson Mortgage-Backed Securities ETF
FINANCIAL HIGHLIGHTS
The financial highlights table is intended to help you understand the Funds financial performance for each fiscal period shown. Items Net asset
value, beginning of period through Net asset value, end of period reflect financial results for a single Fund share. The information for the fiscal periods shown has been audited by PricewaterhouseCoopers LLP, whose report, along
with the Funds financial statements, is included in the Annual Report, which is available upon request, and incorporated by reference into the SAI.
The total returns in the tables represent the rate that an investor would have earned (or lost) on an investment in the Fund (assuming reinvestment of all
dividends and distributions).
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For a share outstanding during each year or period ended October 31
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2019
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2018(1)
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Net Asset Value, Beginning of Period
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$49.53
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$50.00
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Income/(Loss) from Investment Operations:
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Net investment income/(loss)(2)
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1.56
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0.17
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Net realized and unrealized gain/(loss)
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3.03
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(0.64)
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Total from Investment Operations
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4.59
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(0.47)
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Less Dividends and Distributions:
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Dividends (from net investment income)
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(1.50)
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Total Dividends and Distributions
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(1.50)
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Net Asset Value, End of Period
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$52.62
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$49.53
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Total Return*
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9.40%
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(3)
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(0.94)%
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Net assets, End of Period (in thousands)
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$168,381
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$32,193
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Average Net Assets for the Period (in thousands)
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$78,797
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$30,452
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Ratios to Average Net Assets**:
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Ratio of Gross Expenses
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0.35%
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0.35%
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Ratio of Net Investment Income/(Loss)
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3.05%
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2.67%
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Portfolio Turnover Rate(4)(5)
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348%
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91%
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*
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Total return not annualized for periods of less than one full year.
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**
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Annualized for periods of less than one full year.
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(1)
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Period from September 12, 2018 (commencement of operations) through October 31, 2018.
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(2)
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Per share amounts are calculated based on average shares outstanding during the year or period.
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(3)
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The return includes adjustments in accordance with generally accepted accounting principles required at period
end date.
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(4)
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Portfolio turnover rate excludes securities received or delivered from in-kind processing of creation or
redemptions.
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(5)
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Portfolio Turnover Rate excludes TBA (to be announced) purchase and sales commitments.
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33½Janus Henderson Mortgage-Backed Securities ETF
GLOSSARY OF INVESTMENT
TERMS
This glossary provides a more detailed description of some of the types of securities,
investment strategies, and other instruments in which the Fund may invest, as well as some general investment terms. The Fund may invest in these instruments to the extent permitted by its investment objective and policies. The Fund is not limited
by this discussion and may invest in any other types of instruments not precluded by the policies discussed elsewhere in this Prospectus.
Average-Weighted Effective Maturity is a measure of a bonds maturity. The stated maturity of a bond is the
date when the issuer must repay the bonds entire principal value to an investor. Some types of bonds may also have an effective maturity that is shorter than the stated date due to prepayment or call provisions. Securities without
prepayment or call provisions generally have an effective maturity equal to their stated maturity. Average-weighted effective maturity is calculated by averaging the effective maturity of bonds held by the Fund with each effective maturity
weighted according to the percentage of net assets that it represents.
Bonds are debt securities issued by a company,
municipality, government, or government agency. The issuer of a bond is required to pay the holder the amount of the loan (or par value of the bond) at a specified maturity and to make scheduled interest payments.
Certificates of Participation (COPs) are certificates representing an interest in a pool of securities. Holders are entitled to a
proportionate interest in the underlying securities. Municipal lease obligations are often sold in the form of COPs. Refer to Municipal lease obligations below.
Commercial paper is a short-term debt obligation with a maturity ranging from 1 to 270 days issued by banks, corporations, and other borrowers to
investors seeking to invest idle cash. The Fund may purchase commercial paper issued in private placements under Section 4(2) of the Securities Act of 1933, as amended (the 1933 Act).
Debt securities are securities representing money borrowed that must be repaid at a later date. Such securities have specific maturities and
usually a specific rate of interest or an original purchase discount.
Depositary receipts are receipts for shares of a foreign-based
corporation that entitle the holder to dividends and capital gains on the underlying security. Receipts include those issued by domestic banks (American Depositary Receipts), foreign banks (Global or European Depositary Receipts), and broker-dealers (depositary shares).
Duration is a measurement of price sensitivity to interest rate
changes. Unlike average maturity, duration reflects both principal and interest payments. Generally, the higher the coupon rate on a bond, the lower its duration will be. The duration of a bond portfolio is calculated by averaging the duration of
bonds held by the Fund with each duration weighted according to the percentage of net assets that it represents. Because duration accounts for interest payments, the Funds duration is usually shorter than its average maturity.
Securities with longer durations tend to be more sensitive to changes in interest rates, and are usually more volatile than securities with shorter duration. For example, the price of a bond portfolio with an average duration of five years would be
expected to fall approximately 5% if interest rates rose by one percentage point. The Fund with a longer portfolio duration is more likely to experience a decrease in its share price as interest rates rise.
Fixed-income securities are securities that pay a specified rate of return. The term generally includes
short- and long-term government, corporate, and municipal obligations that pay a specified rate of interest, dividends, or coupons for a specified period of time. Coupon and dividend rates may be fixed for the
life of the issue or, in the case of adjustable and floating rate securities, for a shorter period.
High-yield/high-risk bonds are bonds
that are rated below investment grade by the primary rating agencies (i.e., BB+ or lower by Standard & Poors and Fitch, or Ba or lower by Moodys). Other terms commonly used to describe such bonds include lower rated
bonds, non-investment grade bonds, and junk bonds.
Industrial development
bonds are revenue bonds that are issued by a public authority but which may be backed only by the credit and security of a private issuer and may involve greater credit risk. Refer to Municipal securities below.
Mortgage- and asset-backed securities are shares in a pool of mortgages or other debt instruments. These securities are generally pass-through
securities, which means that principal and interest payments on the underlying securities (less servicing fees) are passed through to shareholders on a pro rata basis. These securities involve both extension risk, where borrowers pay
34½Janus Henderson Mortgage-Backed Securities ETF
off their debt obligations more slowly in times of rising interest rates, and prepayment risk, where borrowers pay off their debt obligations sooner than expected in times of declining interest
rates. In that case, the Fund may have to reinvest the proceeds from the securities at a lower rate. Potential market gains on a security subject to prepayment risk may be more limited than potential market gains on a comparable security that is not
subject to prepayment risk. These risks may reduce a Funds returns.
Mortgage dollar rolls are transactions in which the Fund
sells a mortgage-related security, such as a security issued by Government National Mortgage Association, to a dealer and simultaneously agrees to purchase a similar security (but not the same security) in the future at a predetermined price. A
dollar roll can be viewed as a collateralized borrowing in which the Fund pledges a mortgage-related security to a dealer to obtain cash.
Municipal lease obligations are revenue bonds backed by leases or installment purchase contracts for property or equipment. Lease obligations may
not be backed by the issuing municipalitys credit and may involve risks not normally associated with general obligation bonds and other revenue bonds. For example, their interest may become taxable if the lease is assigned and the holders may
incur losses if the issuer does not appropriate funds for the lease payments on an annual basis, which may result in termination of the lease and possible default.
Municipal securities are bonds or notes issued by a U.S. state or political subdivision. A municipal security may be a general obligation backed
by the full faith and credit (i.e., the borrowing and taxing power) of a municipality or a revenue obligation paid out of the revenues of a designated project, facility, or revenue source.
Pass-through securities are shares or certificates of interest in a pool of debt obligations that have been repackaged by an intermediary, such
as a bank or broker-dealer.
Passive foreign investment companies (PFICs) are any foreign corporations which generate certain
amounts of passive income or hold certain amounts of assets for the production of passive income. Passive income includes dividends, interest, royalties, rents, and annuities. To avoid taxes and interest that the Fund must pay if these investments
are profitable, the Fund may make various elections permitted by the tax laws. These elections could require that the Fund recognize taxable income, which in turn must be distributed, before the securities are sold and before cash is received to pay
the distributions.
Pay-in-kind bonds are debt securities
that normally give the issuer an option to pay cash at a coupon payment date or give the holder of the security a similar bond with the same coupon rate and a face value equal to the amount of the coupon payment that would have been made.
Rule 144A securities are securities that are not registered for sale to the general public under the 1933 Act, but that may be resold to certain
institutional investors.
Standby commitment is a right to sell a specified underlying security or securities within a specified period of
time and at an exercise price equal to the amortized cost of the underlying security or securities plus accrued interest, if any, at the time of exercise, that may be sold, transferred, or assigned only with the underlying security or securities. A
standby commitment entitles the holder to receive same day settlement, and will be considered to be from the party to whom the investment company will look for payment of the exercise price.
Step coupon bonds are high-quality issues with above-market interest rates and a coupon that increases over the life of the bond. They may pay
monthly, semiannual, or annual interest payments. On the date of each coupon payment, the issuer decides whether to call the bond at par, or whether to extend it until the next payment date at the new coupon rate.
Strip bonds are debt securities that are stripped of their interest (usually by a financial intermediary) after the securities are issued. The
market value of these securities generally fluctuates more in response to changes in interest rates than interest-paying securities of comparable maturity.
Tender option bonds are relatively long-term bonds that are coupled with the option to tender the securities to a bank, broker-dealer, or other financial institution at periodic intervals and receive the face value of the bond. This investment structure is commonly used as a means of enhancing a securitys liquidity.
To be announced or TBA commitments are forward agreements for the purchase or sale of securities, including
mortgage-backed securities, for a fixed price, with payment and delivery on an agreed upon future settlement date. The specific securities to be delivered are not identified at the trade date. However, delivered securities must meet specified
terms,including issuer, rate, and mortgage terms. At the time the TBA commitment is made, the transaction is recorded and thereafter the value of such securities is reflected each day in determining the Funds net asset value (NAV).
Because the Fund is generally not required to
35½Janus Henderson Mortgage-Backed Securities ETF
pay for the security until the settlement date, if the Fund remains substantially fully invested at a time when TBA commitment purchases are outstanding, the purchases may result in a form of
leverage. To facilitate these TBA commitments, the Fund is required to segregate or otherwise earmark liquid assets marked to market daily in an amount at least equal to such TBA commitments.
U.S. Government securities include direct obligations of the U.S. Government that are supported by its full faith and credit. Treasury bills have
initial maturities of less than one year. Treasury notes have initial maturities of one to ten years, and Treasury bonds may be issued with any maturity but generally have maturities of at least ten years. U.S. Government securities also include
indirect obligations of the U.S. Government that are issued by federal agencies and government sponsored entities. Unlike Treasury securities, agency securities generally are not backed by the full faith and credit of the U.S. Government. Some
agency securities are supported by the right of the issuer to borrow from the Treasury, others are supported by the discretionary authority of the U.S. Government to purchase the agencys obligations, and others are supported only by the credit
of the sponsoring agency.
Variable and floating rate securities have variable or floating rates of interest and, under certain limited
circumstances, may have varying principal amounts. Variable and floating rate securities pay interest at rates that are adjusted periodically according to a specified formula, usually with reference to some interest rate index or market interest
rate (the underlying index). The floating rate tends to decrease the securitys price sensitivity to changes in interest rates.
Warrants are securities, typically issued with preferred stock or bonds, which give the holder the right to buy a proportionate amount of common
stock at a specified price. The specified price is usually higher than the market price at the time of issuance of the warrant. The right may last for a period of years or indefinitely.
Zero coupon bonds are debt obligations that do not pay regular cash interest payments at regular intervals, but are issued at a discount from
face value. The discount approximates the total amount of interest the security will accrue from the date of issuance to maturity. The market value of these securities generally fluctuates more in response to changes in interest rates than
interest-paying securities.
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FUTURES, OPTIONS, AND OTHER DERIVATIVES
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Credit default swaps are a specific kind of counterparty agreement that allows the transfer of third party credit
risk from one party to the other. One party in the swap is a lender and faces credit risk from a third party, and the counterparty in the credit default swap agrees to insure this risk in exchange for regular periodic payments.
Derivatives are instruments that have a value derived from, or directly linked to an underlying asset (stock, bond, commodity, currency, interest
rate or market index). Types of derivatives can include, but are not limited to options, forward contracts, swaps, and futures contracts.
Forward contracts are contracts to purchase or sell a specified amount of a financial instrument for an agreed upon price at a specified time.
Forward contracts are not currently exchange-traded and are typically negotiated on an individual basis. The Fund may enter into forward currency contracts for investment purposes or to hedge against declines in the value of securities denominated
in, or whose value is tied to, a currency other than the U.S. dollar or to reduce the impact of currency appreciation on purchases of such securities. It may also enter into forward contracts to purchase or sell securities or other financial
indices.
Futures contracts are contracts that obligate the buyer to receive and the seller to deliver an instrument or money at a specified
price on a specified date. The Fund may buy and sell futures contracts on foreign currencies, securities, and financial indices including indices of U.S. Government, foreign government, equity, or fixed-income securities. The Fund may also buy
options on futures contracts. An option on a futures contract gives the buyer the right, but not the obligation, to buy or sell a futures contract at a specified price on or before a specified date. Futures contracts and options on futures are
standardized and traded on designated exchanges.
Indexed/structured securities are typically short- to intermediate-term debt securities
whose value at maturity or interest rate is linked to currencies, interest rates, equity securities, indices, commodity prices, or other financial indicators. Such securities may be positively or negatively indexed (e.g., their value may increase or
decrease if the reference index or instrument appreciates). Indexed/structured securities may have return characteristics similar to direct investments in the underlying instruments and may be more volatile than the underlying instruments. The Fund
bears the market risk of an investment in the underlying instruments, as well as the credit risk of the issuer.
36½Janus Henderson Mortgage-Backed Securities ETF
Interest rate swaps involve the exchange by two parties of their respective commitments to pay or
receive interest (e.g., an exchange of floating rate payments for fixed rate payments).
Options are the right, but not the obligation, to
buy or sell a specified amount of securities or other assets on or before a fixed date at a predetermined price. The Fund may purchase and write put and call options on securities, securities indices, and foreign currencies. The Fund may purchase or
write such options individually or in combination.
Participatory notes are derivative securities which are linked to the performance of an
underlying Indian security and which allow investors to gain market exposure to Indian securities without trading directly in the local Indian market.
Total return swaps involve an exchange by two parties in which one party makes payments based on a set rate, either fixed or variable, while the
other party makes payments based on the return of an underlying asset, which includes both the income it generates and any capital gains over the payment period. A fixed-income total return swap may be written
on many different kinds of underlying reference assets, and may include different indices for various kinds of debt securities (e.g., U.S. investment grade bonds, high-yield bonds, or emerging market bonds).
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OTHER INVESTMENTS, STRATEGIES, AND/OR TECHNIQUES
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Cash sweep program is an arrangement in which the Funds uninvested cash balance is used to purchase
shares of affiliated or non-affiliated money market funds or cash management pooled investment vehicles that operate pursuant to the provisions of the Investment Company Act of 1940, as amended (the 1940
Act) that govern the operation of money market funds at the end of each day.
Diversification is a classification given to a fund
under the Investment Company Act of 1940, as amended (the 1940 Act). Funds are classified as either diversified or nondiversified. To be classified as diversified under the 1940 Act, a fund may not,
with respect to 75% of its total assets, invest more than 5% of its total assets in any issuer and may not own more than 10% of the outstanding voting securities of an issuer. A fund that is classified as nondiversified under the 1940
Act, on the other hand, has the flexibility to take larger positions in a smaller number of issuers than a fund that is classified as diversified. However, because the appreciation or depreciation of a single security may have a greater
impact on the net asset value of a fund which is classified as nondiversified, its share price can be expected to fluctuate more than a comparable fund which is classified as diversified.
Industry concentration for purposes under the 1940 Act is the investment of 25% or more of the Funds total assets in an industry or group
of industries.
Leverage occurs when the Fund increases its assets available for investment using reverse repurchase agreements or other
similar transactions. In addition, other investment techniques, such as short sales and certain derivative transactions, can create a leveraging effect. Engaging in transactions using leverage or those having a leveraging effect subjects the Fund to
certain risks. Leverage can magnify the effect of any gains or losses, causing the Fund to be more volatile than if it had not been leveraged. Certain commodity-linked derivative investments may subject the
Fund to leveraged market exposure to commodities. In addition, the Funds assets that are used as collateral to secure short sale transactions may decrease in value while the short positions are outstanding, which may force the Fund to use its
other assets to increase collateral. There is no assurance that a leveraging strategy will be successful.
Market capitalization is the most
commonly used measure of the size and value of a company. It is computed by multiplying the current market price of a share of the companys stock by the total number of its shares outstanding. Market capitalization is an important investment
criterion for certain funds, while others do not emphasize investments in companies of any particular size.
Net long is a term used to
describe when the Funds assets committed to long positions exceed those committed to short positions.
Repurchase agreements involve
the purchase of a security by the Fund and a simultaneous agreement by the seller (generally a bank or dealer) to repurchase the security from the Fund at a specified date or upon demand. This technique offers a method of earning income on idle
cash. These securities involve the risk that the seller will fail to repurchase the security, as agreed. In that case, the Fund will bear the risk of market value fluctuations until the security can be sold and may encounter delays and incur costs
in liquidating the security.
37½Janus Henderson Mortgage-Backed Securities ETF
Reverse repurchase agreements involve the sale of a security by the Fund to another party
(generally a bank or dealer) in return for cash and an agreement by the Fund to buy the security back at a specified price and time. This technique will be used primarily to provide cash to satisfy unusually high redemption requests, or for other
temporary or emergency purposes.
When-issued, delayed delivery, and forward commitment transactions generally involve the purchase of a
security with payment and delivery at some time in the future i.e., beyond normal settlement. The Fund does not earn interest on such securities until settlement and bears the risk of market value fluctuations in between the purchase and
settlement dates. New issues of stocks and bonds, private placements, and U.S. Government securities may be sold in this manner.
38½Janus Henderson Mortgage-Backed Securities ETF
EXPLANATION OF RATING
CATEGORIES
The following is a description of credit ratings issued by three of the major credit
rating agencies. Credit ratings evaluate only the safety of principal and interest payments, not the market value risk of lower quality securities. Credit rating agencies may fail to change credit ratings to reflect subsequent events on a timely
basis. Although Janus Capital considers security ratings when making investment decisions, it also performs its own investment analysis and does not rely solely on the ratings assigned by credit agencies.
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Bond Rating
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Explanation
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Investment Grade
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AAA
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Highest rating; extremely strong capacity to pay principal and interest.
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AA
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High quality; very strong capacity to pay principal and interest.
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A
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Strong capacity to pay principal and interest; somewhat more susceptible to the adverse effects of changing circumstances and economic conditions.
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BBB
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Adequate capacity to pay principal and interest; normally exhibit adequate protection parameters, but adverse economic conditions or changing circumstances more likely to lead to a weakened capacity to pay principal and interest
than for higher rated bonds.
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Non-Investment Grade
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BB
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Less vulnerable to nonpayment than other speculative issues; major ongoing uncertainties or exposure to adverse business, financial, or economic conditions which could lead to the obligors inadequate capacity to meet its
financial commitment on the obligation.
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B
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More vulnerable to nonpayment than obligations rated BB, but capacity to meet its financial commitment on the obligation; adverse business, financial, or economic conditions will likely impair the obligors capacity
or willingness to meet its financial commitment on the obligation.
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CCC
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Currently vulnerable to nonpayment, and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its financial commitment on the obligation.
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CC
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Currently highly vulnerable to nonpayment.
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C
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Currently highly vulnerable to nonpayment; a bankruptcy petition may have been filed or similar action taken, but payments on the obligation are being continued.
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D
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In default.
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39½Janus Henderson Mortgage-Backed Securities ETF
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Long-Term Bond Rating
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Explanation
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Investment Grade
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AAA
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Highest credit quality. Denotes the lowest expectation of credit risk. Exceptionally strong capacity for payment of financial commitments.
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AA
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Very high credit quality. Denotes expectations of very low credit risk. Very strong capacity for payment of financial commitments.
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A
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High credit quality. Denotes expectations of low credit risk. Strong capacity for payment of financial commitments. May be more vulnerable to changes in circumstances or in economic conditions than is the case for higher
ratings.
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BBB
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Good credit quality. Currently expectations of low credit risk. Capacity for payment of financial commitments is considered adequate, but adverse changes in circumstances and economic conditions are more likely to impair this
capacity than is the case for higher ratings.
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Non-Investment Grade
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BB
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Speculative. Indicates possibility of credit risk developing, particularly as the result of adverse economic change over time. Business or financial alternatives may be available to allow financial commitments to be met.
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B
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Highly speculative. May indicate distressed or defaulted obligations with potential for extremely high recoveries.
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CCC
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May indicate distressed or defaulted obligations with potential for superior to average levels of recovery.
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CC
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May indicate distressed or defaulted obligations with potential for average or below-average levels of recovery.
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C
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May indicate distressed or defaulted obligations with potential for below-average to poor recoveries.
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D
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In default.
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Short-Term Bond Rating
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Explanation
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F-1+
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Exceptionally strong credit quality. Issues assigned this rating are regarded as having the strongest degree of assurance for timely payment.
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F-1
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Very strong credit quality. Issues assigned this rating reflect an assurance for timely payment only slightly less in degree than issues rated F-1+.
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F-2
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Good credit quality. Issues assigned this rating have a satisfactory degree of assurance for timely payments, but the margin of safety is not as great as the F-1+ and F-1 ratings.
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40½Janus Henderson Mortgage-Backed Securities ETF
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MOODYS INVESTORS SERVICE, INC.
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Bond Rating
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Explanation
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Investment Grade
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Aaa
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Highest quality, smallest degree of investment risk.
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Aa
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High quality; together with Aaa bonds, they compose the high-grade bond group.
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A
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Upper to medium-grade obligations; many favorable investment attributes.
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Baa
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Medium-grade obligations; neither highly protected nor poorly secured. Interest and principal appear adequate for the present but certain protective elements may be lacking or may be unreliable over any great length of
time.
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Non-Investment Grade
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Ba
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More uncertain, with speculative elements. Protection of interest and principal payments not well safeguarded during good and bad times.
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B
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Lack characteristics of desirable investment; potentially low assurance of timely interest and principal payments or maintenance of other contract terms over time.
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Caa
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Poor standing, may be in default; elements of danger with respect to principal or interest payments.
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Ca
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Speculative in a high degree; could be in default or have other marked shortcomings.
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C
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Lowest rated; extremely poor prospects of ever attaining investment standing.
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Unrated securities will be treated as non-investment grade securities unless the
portfolio managers determine that such securities are the equivalent of investment grade securities. When calculating the quality assigned to securities that receive different ratings from two or more agencies (split-rated securities),
the security will receive: (i) the middle rating from the three reporting agencies if three agencies provide a rating for the security or (ii) the lowest rating if only two agencies provide a rating for the security.
41½Janus Henderson Mortgage-Backed Securities ETF
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42½Janus Henderson Mortgage-Backed Securities ETF
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You can make inquiries and request other information, including a Statement of
Additional Information, annual report, or semiannual report (as they become available), free of charge, by contacting your broker-dealer, plan sponsor, or financial intermediary, or by contacting a Janus representative at 800-668-0434. The Funds Statement of Additional Information and most recent annual and semiannual reports are also available, free of charge, at janushenderson.com/info.
Additional information about the Funds investments is available in the Funds annual and semiannual reports. In the Funds annual and semiannual reports, you will find a discussion of the market conditions and investment strategies
that significantly affected the Funds performance during its last fiscal period. Other information is also available from financial intermediaries that sell shares of the Fund.
The Statement of Additional Information provides detailed information about the Funds and is incorporated into this
Prospectus by reference. Reports and other information about the Funds are available on the Electronic Data Gathering Analysis and Retrieval (EDGAR) Database on the SECs website at http://www.sec.gov. You may obtain copies of this information,
after paying a duplicating fee, by electronic request at the following e-mail address: publicinfo@sec.gov.
janushenderson.com/info
151
Detroit Street
Denver, CO 80206-4805
800-668-0434
The Trusts Investment Company Act File No. is 811-23112.
February 28, 2020
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Ticker
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Stock Exchange
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The Obesity ETF
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SLIM
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The NASDAQ Stock Market LLC
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The Organics ETF
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ORG
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The NASDAQ Stock Market LLC
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Janus Detroit Street Trust
Statement of Additional Information
The Board
of Trustees of Janus Detroit Street Trust (the Trust) approved a plan to liquidate and terminate The Organics ETF (ORG) and The Obesity ETF (SLIM and, together with ORG, the Funds), effective on or
about March 17, 2020 (the Liquidation Date). After the close of business on or about March 12, 2020, the Funds will no longer accept creation orders. Trading in the Funds will be halted prior to market open on or about March 13, 2020.
Proceeds of the liquidation are currently scheduled to be sent to shareholders on or about March 18, 2020. Termination of the Funds is expected to occur as soon as practicable following the liquidation. Prior to and through the close of trading on
The NASDAQ Stock Market LLC (NASDAQ) on March 12, 2020, each Fund will undertake the process of closing down and liquidating its portfolio. This process may result in the Fund holding cash and securities that may not be consistent with
its respective investment objective and strategies. During this period, the Funds are likely to incur higher tracking error than is typical for the Funds. Furthermore, during the time between market open on March 13, 2020 and the Liquidation Date,
because shares will not be traded on NASDAQ, there may not be a trading market for the Funds shares. Shareholders may sell shares of the Funds on NASDAQ until the market close on March 12, 2020 and may incur typical transaction fees from their
broker-dealer. Shares held as of the close of business on the Liquidation Date will be automatically redeemed for cash at the current net asset value. Proceeds of the redemption will be paid through the broker-dealer with whom you hold shares of the
Funds. Shareholders will generally recognize a capital gain or loss on the redemptions. The Funds may or may not, depending upon each Funds respective circumstances, pay one or more dividends or other distributions prior to or along with the
redemption payments. Please consult your personal tax advisor about the potential tax consequences.
This Statement of Additional Information
(SAI) expands upon and supplements the information contained in the current Prospectuses of The Obesity ETF and The Organics ETF, (each, a Fund and collectively, the Funds), each of which is a separate series of
Janus Detroit Street Trust, a Delaware statutory trust (the Trust). Each of these series of the Trust represents shares of beneficial interest in a separate portfolio of securities and other assets with its own objective and policies.
This SAI is not a Prospectus and should be read in conjunction with the Funds Prospectuses dated February 28, 2020, and any supplements
thereto, which are incorporated by reference into this SAI and may be obtained by contacting your broker-dealer, plan sponsor, or financial intermediary, at janushenderson.com/info, or by contacting a Janus representative at 1-800-668-0434. This SAI
contains additional and more detailed information about the Funds operations and activities than the Prospectuses. The Annual Report, which contains important financial information about the Funds, is incorporated herein by reference into this
SAI. The Annual and Semiannual Reports (as they become available) are available, without charge, by contacting your broker-dealer, plan sponsor, or financial intermediary, at janushenderson.com/info, or by contacting a Janus representative at
1-800-668-0434.
TABLE OF CONTENTS
1
CLASSIFICATION, INVESTMENT POLICIES
AND RESTRICTIONS,
AND INVESTMENT STRATEGIES AND
RISKS
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JANUS DETROIT STREET TRUST
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This Statement of Additional Information includes information about The Obesity ETF and The Organics ETF, (each, a
Fund and, collectively, the Funds), each of which operates as an exchange-traded fund (ETF) and is a series of the Trust, an open-end, management investment company.
Each Fund offers and issues shares at its net asset value (NAV) per share only in aggregations of a specified number of shares (Creation
Unit), generally in exchange for a designated portfolio of securities (including any portion of such securities for which cash may be substituted) (the Deposit Securities), together with the deposit of a specified cash payment (the
Cash Component), or in certain circumstances, for an all cash payment. Shares of each Fund are listed for trading on The NASDAQ Stock Market LLC (Stock Exchange or the Listing Exchange), a national securities
exchange. Shares of each Fund are traded in the secondary market and elsewhere at market prices that may be at, above or below the Funds NAV. Unlike mutual funds, each Funds shares are not individually redeemable securities. Rather, each
Funds shares are redeemable only in Creation Units, and, generally, in exchange for portfolio securities and a Cash Component. Creation Units typically are a specified number of shares, at least 25,000, and generally multiples of 5,000 above
25,000. Janus Capital may modify the Creation Unit size with prior notification to a Funds Authorized Participants. See the ETF portion of the Janus Henderson website for a Funds current Creation Unit size. In the event of liquidation of
a Fund, the number of shares in a Creation Unit may be lowered below 25,000.
A Fund may charge creation/redemption transaction fees for each creation and
redemption. In all cases, transaction fees will be limited in accordance with the requirements of the Securities and Exchange Commission (SEC) applicable to management investment companies offering redeemable securities. Some of the
information in this SAI and the Prospectus, such as information about purchasing and redeeming shares from a Fund and transaction fees, is not relevant to most retail investors because it applies only to transactions for Creation Units. Refer to
Creation and Redemption of Creation Units.
Once created, a Funds shares generally trade in the secondary market, at market prices
that change throughout the day, in amounts less than a Creation Unit. Investors purchasing a Funds shares in the secondary market through a brokerage account or with the assistance of a broker may be subject to brokerage commissions and
charges.
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EXCHANGE LISTING AND TRADING
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Shares of each Fund are listed for trading and trade throughout the day on the Listing Exchange and other secondary
markets. There can be no assurance that the requirements of the Listing Exchange necessary to maintain the listing of shares of each Fund will continue to be met. The Listing Exchange may, but is not required to, remove the shares of a Fund from
listing under the following circumstances, as may be applicable: (i) following the initial 12-month period beginning upon the commencement of trading of Fund shares, there are fewer than 50 beneficial owners of shares of a Fund;
(ii) the value of The Obesity ETFs underlying index (Solactive Obesity Index) and The Organics ETFs underlying index (Solactive Organics Index) (each, an Underlying Index) is no longer calculated
or available; (iii) the intra-day net asset value (iNAV) of the Fund is no longer calculated or available; (iv) the Funds Underlying Index fails to meet certain continuing listing standards of the Listing Exchange; or
(v) any other event shall occur or condition shall exist that, in the opinion of the Listing Exchange, makes further dealings on the Listing Exchange inadvisable. The Listing Exchange will remove the shares of a Fund from listing and trading
upon termination of a Fund. In the event a Fund ceases to be listed on an exchange, a Fund may cease operating as an exchange-traded fund and operate as a mutual fund, provided that shareholders are given advance notice.
As in the case of other publicly-traded securities, when you buy or sell shares through a financial intermediary you will incur a brokerage commission
determined by that financial intermediary.
In order to provide additional information regarding the intra-day value of shares of a Fund, the Listing
Exchange or a market data vendor disseminates every 15 seconds through the facilities of the Consolidated Tape Association or other widely disseminated means an updated iNAV for each Fund as calculated by an information provider or market data
vendor. The Trust is not involved in or responsible for any aspect of the calculation or dissemination of the iNAV and makes no representation or warranty as to the accuracy of the iNAV.
Shares of each Fund trade on the Listing Exchange or in the secondary market at prices that may differ from their NAV or iNAV, because such prices may be
affected by market forces (such as supply and demand for a Funds shares). The Trust reserves the
right to adjust the share prices of each Fund in
the future to maintain convenient trading ranges for investors. Any adjustments would be accomplished through stock splits or reverse stock splits, which would have no effect on the net assets of a Fund.
2
Each Fund is not sponsored, endorsed, sold, or promoted by the Listing Exchange. The Listing Exchange makes
no representation or warranty, express or implied, to the owners of shares of a Fund or any member of the public regarding the advisability of investing in securities generally or in a Fund particularly or the ability of a Fund to achieve its
objectives.
The Investment Company Act of 1940, as amended (1940 Act), classifies funds as either diversified or
nondiversified. Each Fund is classified as nondiversified.
Janus Capital Management LLC (Janus Capital or Janus) is the investment adviser for each Fund.
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INVESTMENT POLICIES AND RESTRICTIONS
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Each Fund is subject to certain fundamental policies and restrictions that may not be changed without shareholder approval.
Shareholder approval means approval by the lesser of: (i) more than 50% of the outstanding voting securities of the Trust (or a particular Fund if a matter affects just that Fund) or (ii) 67% or more of the voting securities present at a
meeting if the holders of more than 50% of the outstanding voting securities of the Trust (or a particular Fund) are present or represented by proxy. The following policies are fundamental policies of the Funds.
Each Fund may not:
(1) Invest 25% or more of the
value of its total assets in any particular industry or group of industries (other than U.S. Government securities and securities of other investment companies), except to the extent each Funds Underlying Index concentrates in the securities
of a particular industry or group of industries, the Fund will concentrate its investments to approximately the same extent as its Underlying Index.
(2) Purchase or sell physical commodities unless acquired as a result of ownership of securities or other instruments (but this limitation shall not
prevent a Fund from purchasing or selling foreign currencies, options, futures, swaps, forward contracts, or other derivative instruments, or from investing in securities or other instruments backed by physical commodities).
(3) Lend any security or make any other loan if, as a result, more than one-third of a Funds total assets would be lent to other parties (but
this limitation does not apply to investments in repurchase agreements, commercial paper, debt securities, or loans, including assignments and participation interests).
(4) Act as an underwriter of securities issued by others, except to the extent that a Fund may be deemed an underwriter in connection with the
disposition of its portfolio securities.
(5) Borrow money except that a Fund may borrow money for temporary or emergency purposes (not for
leveraging or investment). Borrowings from banks will not, in any event, exceed one-third of the value of a Funds total assets (including the amount borrowed). This policy shall not prohibit short sales transactions, or futures, options,
swaps, repurchase transactions (including reverse repurchase agreements), or forward transactions. A Fund may not issue senior securities in contravention of the 1940 Act.
(6) Invest directly in real estate or interests in real estate; however, a Fund may own debt or equity securities issued by companies engaged in
those businesses.
As a fundamental policy, a Fund may, notwithstanding any other investment policy or limitation (whether or not fundamental), invest all
of its assets in the securities of a single open-end management investment company with substantially the same fundamental investment objectives, policies, and limitations as the Fund.
The Board of Trustees (Trustees) has adopted additional investment restrictions for the Funds. These restrictions are operating policies of the
Funds and may be changed by the Trustees without shareholder approval. The additional restrictions adopted by the Trustees to date include the following:
(1) If a Fund is an underlying fund in a fund of funds, the Fund may not acquire securities of other investment companies in reliance on
Section 12(d)(1)(F) of the 1940 Act and securities of open-end investment companies or registered unit investment trusts in reliance on Section 12(d)(1)(G) of the 1940 Act.
3
(2) A Fund may sell securities short if it owns or has the right to obtain securities equivalent in
kind and amount to the securities sold short without the payment of any additional consideration therefor (short sales against the box). In addition, a Fund may engage in short sales other than against the box, which involve selling a
security that the Fund borrows and does not own. The Trustees may impose limits on a Funds investments in short sales, as described in the Funds Prospectus. Transactions in futures, options, swaps, and forward contracts not involving
short sales are not deemed to constitute selling securities short.
(3) The Funds do not intend to purchase securities on margin, except that
the Funds may obtain such short-term credits as are necessary for the clearance of transactions, and provided that margin payments and other deposits in connection with transactions involving short sales, futures, options, swaps, forward contracts,
and other permitted investment techniques shall not be deemed to constitute purchasing securities on margin.
(4) A Fund may not mortgage or
pledge any securities owned or held by the Fund in amounts that exceed, in the aggregate, 15% of the Funds NAV, provided that this limitation does not apply to: reverse repurchase agreements; deposits of assets to margin; guarantee positions
in futures, options, swaps, or forward contracts; or the segregation of assets in connection with such contracts.
(5) A Fund may not acquire
any illiquid investment if, immediately after the acquisition, the Fund would have invested more than 15% of its net assets in illiquid investments that are assets.
(6) The Funds may not invest in companies for the purpose of exercising control of management.
Under the terms of an exemptive order received from the SEC, a Fund may borrow money from or lend money to other funds that permit such transactions and for
which Janus Capital or one of its affiliates serves as investment adviser. All such borrowing and lending will be subject to the above limits and to the limits and other conditions in such exemptive order. Each Fund will borrow money through the
program only when the costs are equal to or lower than the cost of bank loans. Interfund loans and borrowings normally extend overnight, but can have a maximum duration of seven days. Each Fund will lend through the program only when the returns are
higher than those available from other short-term instruments (such as repurchase agreements). A Fund may have to borrow from a bank at a higher interest rate if an interfund loan is called or not renewed. Any delay in repayment to a lending Fund
could result in a lost investment opportunity or additional borrowing costs, and interfund loans are subject to the risk that the borrowing Fund may be unable to repay the loan when due. While it is expected that a Fund may borrow money through the
program to satisfy redemption requests or to cover unanticipated cash shortfalls, a Fund may elect to not participate in the program during times of market uncertainty or distress or for other reasons.
For purposes of these investment restrictions, the identification of the issuer of a municipal obligation depends on the terms and conditions of the security.
When assets and revenues of a political subdivision are separate from those of the government that created the subdivision and the security is backed only by the assets and revenues of the subdivision, the subdivision is deemed to be the sole
issuer. Similarly, in the case of an industrial development bond, if the bond is backed only by assets and revenues of a nongovernmental user, then the nongovernmental user would be deemed to be the sole issuer. If, however, in either case, the
creating government or some other entity guarantees the security, the guarantee would be considered a separate security that would be treated as an issue of the guaranteeing entity.
For purposes of the Funds fundamental policy related to investments in real estate, the policy does not prohibit the purchase of securities directly or
indirectly secured by real estate or interests therein, or issued by entities that invest in real estate or interests therein, such as, but not limited to, corporations, partnerships, real estate investment trusts (REITs), and other REIT-like entities, such as foreign entities that have REIT characteristics.
Except for the Funds policies with
respect to investments in illiquid investments and borrowing, the percentage limitations included in these policies and elsewhere in this SAI and/or the Funds Prospectuses normally apply only at the time of initial purchase of a security. So,
for example, if a Fund exceeds a limit as a result of market fluctuations or the sale of other securities, it will not be required to dispose of any securities and may continue to purchase such securities in order to track the Underlying Index.
For purposes of each Funds policies on investing in particular industries, each Fund relies primarily on industry or industry group classifications under
the Global Industry Classification Standard (GICS) developed by MSCI. To the extent that the above classifications are so broad that the primary economic characteristics in a single class are materially different, a Fund may further
classify issuers in accordance with industry classifications consistent with relevant SEC staff interpretations. The Funds may change any source used for determining industry classifications without prior shareholder notice or approval.
4
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INVESTMENT STRATEGIES AND RISKS
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Each Fund seeks investment results that correspond generally, before fees and expenses, to the performance of its respective
Underlying Index. A discussion of the risks associated with an investment in each Fund is contained in each Funds Prospectus under the headings Principal Investment Risks and Risks of the Fund. The discussion below
supplements, and should be read in conjunction with, such sections of each Funds Prospectus.
General Considerations and Risks
Investment in a Fund should be made with an understanding that the value of the portfolio of securities held by the Fund may fluctuate in accordance with
changes in the financial condition of the issuers of the portfolio securities, the value of common stocks generally and other factors.
Each Fund is not
actively managed by traditional methods and therefore the adverse financial condition of any one issuer will not result in the elimination of its securities from the portfolio securities held by the Fund unless the securities of such issuer are
removed from the Underlying Index.
An investment in a Fund should also be made with an understanding that a Fund will not be able to replicate exactly the
performance of the Underlying Index because the total return generated by its portfolio securities will be reduced by transaction costs incurred in adjusting the actual balance of such securities and other Fund expenses, whereas such transaction
costs and expenses are not included in the calculation of the Underlying Index. It is also possible that for short periods of time, a Fund may not fully replicate the performance of the Underlying Index due to the temporary unavailability of certain
Underlying Index securities in the secondary market or due to other extraordinary circumstances. Such events are unlikely to continue for an extended period of time because a Fund is required to correct such imbalances by means of adjusting the
composition of its portfolio securities.
An investment in a Fund should also be made with an understanding of the risks inherent in an investment in
securities, including the risk that the financial condition of issuers may become impaired or that the general condition of the securities markets may deteriorate (either of which may cause a decrease in the value of the portfolio securities and
thus in the value of shares). Securities are susceptible to general market fluctuations and to volatile increases and decreases in value as market confidence in and perceptions of their issuers change. These investor perceptions are based on various
and unpredictable factors including expectations regarding government, economic, monetary and fiscal policies, inflation and interest rates, economic expansion or contraction, and global or regional political, economic and banking crises.
Holders of common stocks incur more risk than holders of preferred stocks and debt obligations because common stockholders, as owners of the issuer, have
generally inferior rights to receive payments from the issuer in comparison with the rights of creditors of, or holders of debt obligations or preferred stocks issued by, the issuer. Further, unlike debt securities which typically have a stated
principal amount payable at maturity (whose value, however, will be subject to market fluctuations prior thereto), or preferred stocks which typically have a liquidation preference and which may have stated optional or mandatory redemption
provisions, common stocks have neither a fixed principal amount nor a maturity. Common stock values are subject to market fluctuations as long as the common stock remains outstanding.
The principal trading market for some of the securities in an index may be in the over-the-counter market. The existence of a liquid trading market for certain
securities may depend on whether dealers will make a market in such securities. There can be no assurance that a market will be made or maintained or that any such market will be or remain liquid. The price at which securities may be sold and the
value of a Funds shares will be adversely affected if trading markets for a Funds portfolio securities are limited or absent or if bid/ask spreads are wide.
Diversification
Funds are classified as either
diversified or nondiversified. Diversification is a way to reduce risk by investing in a broad range of stocks or other securities. To be classified as diversified under the 1940 Act, a fund may not, with respect
to 75% of its total assets, invest more than 5% of its total assets in any issuer and may not own more than 10% of the outstanding voting securities of an issuer. A fund that is classified as nondiversified under the 1940 Act is not
subject to the same restrictions and therefore has the ability to take larger positions in a smaller number of issuers than a fund that is classified as diversified. However, because the appreciation or depreciation of a single security
may have a greater impact on the NAV of a fund which is classified as nondiversified, its share price can be expected to fluctuate more than a comparable fund which is classified as diversified. This fluctuation, if significant, may affect the
performance of a fund. Each Fund is classified as non-diversified.
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Cybersecurity
With the increased use of the Internet to conduct business, the Funds are susceptible to operational and information security risks. In general cyber incidents
can result from deliberate attacks or unintentional events. Cyber-attacks include, but are not limited to, infection by computer viruses or other malicious software code, gaining unauthorized access to systems, networks, or devices that are used to
service the Funds operations through hacking or other means for the purpose of misappropriating assets or sensitive information, corrupting data, or causing operational disruption. Cyber-attacks may also be carried out in a manner
that does not require gaining unauthorized access, such as causing denial-of-service attacks on the Funds website. In addition, authorized persons could inadvertently or intentionally release confidential or proprietary information stored on
the Funds systems.
Cyber security failures or breaches by the Funds third party service providers (including, but not limited to, Janus
Capital, custodians, transfer agents, and financial intermediaries), or the subadvisers (if applicable) may cause disruptions and impact the service providers and the Funds business operations, potentially resulting in financial losses,
the inability of fund shareholders to transact business and the Funds to process transactions, inability to calculate a Funds net asset value, violations of applicable privacy and other laws, regulatory fines, penalties, reputational damage,
reimbursement or other compensation costs, and/or additional compliance costs. The Funds may incur incremental costs to prevent cyber incidents in the future. The Funds and their shareholders could be negatively impacted as a result. While Janus
Capital has established business continuity plans and risk management systems designed to prevent or reduce the impact of such cyber-attacks, there are inherent limitations in such plans and systems due in part to the ever-changing nature of
technology and cyber-attack tactics. As such, there is a possibility that certain risks have not been adequately identified or prepared for. Furthermore, the Funds cannot directly control any cyber security plans and systems put in place by third
party service providers. Cyber security risks are also present for issuers of securities in which a Fund invests, which could result in material adverse consequences for such issuers, and may cause the Funds investment in such securities to
lose value.
Equity Securities
The Funds may invest
in equity securities, which include, but are not limited to, common and preferred stocks and securities convertible or exchangeable into common stock.
Common Stock. Common stock represents a proportionate share of the ownership of a company. Common stocks sometimes are divided into several
classes, with each class having different voting rights, dividend rights, or other differences in their rights and priorities. The value of a stock is based on the markets assessment of the current and future success of a companys
business, any income paid to stockholders, the value of the companys assets, and general market conditions. The value of a stock may also be adversely affected by other factors such as accounting irregularities, actual or perceived weaknesses
in corporate governance practices of a companys board or management, and changes in company management. Common stock values can fluctuate dramatically over short periods.
Preferred Stock. A preferred stock represents an ownership interest in a company, but pays dividends at a specific rate and has priority over
common stock in payment of dividends and liquidation claims. Preferred stock dividends are generally cumulative, noncumulative, or participating. Cumulative dividend provisions require all or a portion of prior unpaid dividends to be
paid before dividends can be paid to the issuers common stock. Participating preferred stock may be entitled to a dividend exceeding the stated dividend in certain cases. Like debt securities, the value of a preferred stock often
fluctuates more in response to changes in interest rates and the creditworthiness of the issuer, rather than in response to changes in the issuers profitability and business prospects. Preferred stock is subject to similar risks as common
stock and debt securities.
Convertible Securities. A convertible security is generally a debt obligation or preferred stock that may be
converted within a specified period of time into a certain amount of common stock of the same or a different issuer. A convertible security, such as a convertible preferred stock, provides a fixed-income stream and the opportunity,
through its conversion feature, to participate in the capital appreciation resulting from a market price advance in its underlying common stock. Like a common stock, the value of a convertible security tends to increase as the market value of the
underlying stock rises, and it tends to decrease as the market value of the underlying stock declines. As with a fixed-income security, a convertible security tends to increase in market value when interest rates decline and decrease in value when
interest rates rise. Because both interest rate and market movements can influence its value, a convertible security is not as sensitive to interest rates as a similar fixed-income security, nor is it as sensitive to changes in share price as its
underlying stock.
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Convertible securities generally have less potential for gain or loss than common stocks. Convertible
securities generally provide yields higher than the underlying common stocks, but generally lower than comparable non-convertible securities. Because of this higher yield, convertible securities generally sell at prices above their conversion
value, which is the current market value of the stock to be received upon conversion. The difference between this conversion value and the price of convertible securities will vary over time depending on changes in the value of the underlying
common stocks and interest rates.
A convertible security may also be called for redemption or conversion by the issuer after a particular date and under
certain circumstances (including a specified price) established upon issue. If a convertible security held by a Fund is called for redemption or conversion, the Fund could be required to tender it for redemption, convert it into the underlying
common stock, or sell it to a third party.
Foreign Securities
Each Fund may invest in foreign securities either indirectly (e.g., depositary receipts, depositary shares, and passive foreign investment companies) or
directly in foreign markets, including emerging markets. Investments in foreign securities may include, but are not necessarily limited to, corporate debt securities of foreign issuers, preferred or preference stock of foreign issuers, certain
foreign bank obligations, and U.S. dollar or foreign currency-denominated obligations of foreign governments or supranational entities or their subdivisions, agencies, and instrumentalities. Investments in foreign securities, including securities of
foreign and emerging market governments, may involve greater risks than investing in domestic securities because a Funds performance may depend on factors other than the performance of a particular company. These factors include:
Currency Risk. As long as a Fund holds a foreign security, its value will be affected by the value of the local currency
relative to the U.S. dollar. When a Fund sells a foreign currency denominated security, its value may be worth less in U.S. dollars even if the security increases in value in its home country. U.S. dollar-denominated securities of foreign issuers
may also be affected by currency risk, as the value of these securities may also be affected by changes in the issuers local currency.
Political and Economic Risk. Foreign investments may be subject to heightened political and economic risks, particularly in
emerging markets which may have relatively unstable governments, immature economic structures, national policies restricting investments by foreigners, social instability, and different and/or developing legal systems. In some countries, there is
the risk that the government may take over the assets or operations of a company or that the government may impose withholding and other taxes or limits on the removal of a Funds assets from that country. In addition, the economies of emerging
markets may be predominantly based on only a few industries, may be highly vulnerable to changes in local or global trade conditions, and may suffer from extreme and volatile debt burdens or inflation rates.
Regulatory Risk. There may be less government supervision of foreign markets. As a result, foreign issuers may not be subject
to the uniform accounting, auditing, and financial reporting standards and practices applicable to domestic issuers, and there may be less publicly available information about foreign issuers.
Foreign Market Risk. Foreign securities markets, particularly those of emerging market countries, may be less liquid and more
volatile than domestic markets. These securities markets may trade a small number of securities, may have a limited number of issuers and a high proportion of shares, or may be held by a relatively small number of persons or institutions. Local
securities markets may be unable to respond effectively to increases in trading volume, potentially making prompt liquidation of substantial holdings difficult or impossible at times. It is also possible that certain markets may require payment for
securities before delivery, and delays may be encountered in settling securities transactions. In some foreign markets, there may not be protection against failure by other parties to complete transactions. It may not be possible for a Fund to
repatriate capital, dividends, interest, and other income from a particular country or governmental entity. In addition, securities of issuers located in or economically tied to countries with emerging markets may have limited marketability and may
be subject to more abrupt or erratic price movements which could also have a negative effect on a Fund. Such factors may hinder a Funds ability to buy and sell emerging market securities in a timely manner, affecting the Funds investment
strategies and potentially affecting the value of the Fund.
Geographic Investment Risk. To the extent a Fund invests a
significant portion of its assets in a particular country or geographic region, the Fund will generally have more exposure to certain risks due to possible political, economic, social, or regulatory events in that country or region. Adverse
developments in certain regions could also adversely affect securities of other countries whose economies appear to be unrelated and could have a negative impact on a Funds performance.
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Risk of Investing in Hong Kong. Investments in Hong Kong issuers may subject the Funds to
legal, regulatory, political, currency, security, and economic risk specific to Hong Kong. China is Hong Kongs largest trading partner, both in terms of exports and imports. Any changes in the Chinese economy, trade regulations or currency
exchange rates, or a tightening of Chinas control over Hong Kong, may have an adverse impact on Hong Kongs economy.
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Risk of Investing in Japan. The Japanese economy may be subject to considerable degrees of
economic, political and social instability, which could have a negative impact on Japanese securities. Since the year 2000, Japans economic growth rate has remained relatively low, and it may remain low in the future. In addition, Japan is
subject to the risk of natural disasters, such as earthquakes, volcanic eruptions, typhoons and tsunamis, which could negatively affect the Funds.
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Risk of Investing in Australia. Investments in Australian issuers may subject the Funds to
regulatory, political, currency, security, and economic risk specific to Australia. The Australian economy is heavily dependent on exports from the energy, agricultural and mining sectors. This makes the Australian economy susceptible to
fluctuations in the commodity markets. Australia is also dependent on trading with key trading partners.
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Risk of Investing in Europe. Investments in European issuers may subject the Funds to
regulatory, political, currency, security, and economic risk specific to one or more countries in Europe or the region as a whole. Adverse economic and political events in Europe may cause a Funds investments to decline in value. The economies
and markets of European countries are often closely connected and interdependent, and events in one country in Europe can have an adverse impact on other European countries. A Fund may make investments in securities of issuers that are domiciled in,
or have significant operations in, member countries of the European Union (the EU) that are subject to economic and monetary controls that can adversely affect the Funds investments. The European financial markets have experienced
volatility and adverse trends in recent years and these events have adversely affected the exchange rate of the euro and may continue to significantly affect other European countries.
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Transaction Costs. Costs of buying, selling, and holding foreign securities, including brokerage, tax, and custody costs, may
be higher than those involved in domestic transactions.
Emerging Markets. Within the parameters of its specific
investment policies, each Fund may invest its assets in securities of issuers or companies from or with exposure to one or more developing countries or emerging market countries. Such countries include, but are not limited
to, countries included in the MSCI Emerging Markets IndexSM. Investing in emerging markets involves certain risks not typically associated with investing in the United States and imposes risks
greater than, or in addition to, the risks associated with investing in securities of more developed foreign countries as previously discussed under Foreign Securities. The prices of investments in emerging markets can experience sudden
and sharp price swings. In many developing markets, there is less government supervision and regulation of business and industry practices (including the potential lack of strict finance and accounting controls and standards), stock exchanges,
brokers, and listed companies than in more developed markets, making these investments potentially more volatile in price and less liquid than investments in developed securities markets, resulting in greater risk to investors. There is a risk in
developing countries that a future economic or political crisis could lead to price controls, forced mergers of companies, expropriation or confiscatory taxation, imposition or enforcement of foreign ownership limits, seizure, nationalization,
sanctions or imposition of restrictions by various governmental entities on investment and trading, or creation of government monopolies, any of which may have a detrimental effect on a Funds investments. Many emerging market countries have
experienced substantial, and in some periods extremely high, rates of inflation or deflation for many years, and future inflation may adversely affect the economies and securities markets of such countries. In addition, the economies of developing
countries tend to be heavily dependent upon international trade and, as such, have been, and may continue to be, adversely impacted by trade barriers, exchange controls, managed adjustments in relative currency values, and other protectionist
measures. These economies also have been, and may continue to be, adversely affected by economic conditions in the countries with which they do business.
The securities markets of many of the countries in which the Funds may invest may also be smaller, less liquid, and subject to greater price
volatility than those in the United States. In the event of a default on any investments in foreign debt obligations, it may be more difficult for the Funds to obtain or to enforce a judgment against the issuers of such securities. In addition,
there may be little financial or accounting information available with respect to issuers of emerging market securities, and it may be difficult as a result to assess the value of an investment in such securities. Further, a Funds ability to
participate fully in the smaller, less liquid emerging markets may be limited by the policy restricting its investments in
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illiquid securities. The Funds may be subject to emerging markets risk to the extent that they invest in securities of issuers or companies which are not considered to be from emerging markets,
but which have customers, products, or transactions associated with emerging markets.
Eurozone Risk. A number of
countries in the European Union (EU) have experienced, and may continue to experience, severe economic and financial difficulties. In particular, many EU nations are susceptible to economic risks associated with high levels of debt,
notably due to investments in sovereign debt of countries such as Greece, Italy, Spain, Portugal, and Ireland. Many non-governmental issuers, and even certain governments, have defaulted on, or been forced to restructure, their debts. Many other
issuers have faced difficulties obtaining credit or refinancing existing obligations. Financial institutions have in many cases required government or central bank support, have needed to raise capital, and/or have been impaired in their ability to
extend credit. As a result, financial markets in the EU have experienced extreme volatility and declines in asset values and liquidity. These difficulties may continue, worsen, or spread further within the EU.
Certain countries in the EU, particularly Greece, Ireland, and Portugal, have had to accept assistance from supra governmental agencies such as
the International Monetary Fund and the European Financial Service Facility. The European Central Bank has also been intervening to purchase Eurozone debt in an attempt to stabilize markets and reduce borrowing costs. Responses to these financial
problems by European governments, central banks and others, including austerity measures and reforms, may not work, may result in social unrest, and may limit future growth and economic recovery or have other unintended consequences. Further
defaults or restructurings by governments and others of their debt could have additional adverse effects on economies, financial markets, and asset valuations around the world.
In addition, certain European countries have recently experienced negative interest rates on certain fixed-income instruments. A negative
interest rate policy is an unconventional central bank monetary policy tool where nominal target interest rates are set with a negative value (i.e., below zero percent) intended to help create self-sustaining growth in the local economy. Negative
interest rates may result in heightened market volatility and may detract from a Funds performance to the extent a Fund is exposed to such interest rates.
The risk of investing in securities in the European markets may also be heightened due to the referendum in which the United Kingdom
(UK) voted to exit the EU (known as Brexit). There remains a significant degree of uncertainty surrounding the outcome of negotiations for a new relationship between the UK and EU. Brexit may cause greater market volatility
and illiquidity, currency fluctuations, deterioration in economic activity, a decrease in business confidence, and increased likelihood of a recession in the UK. One or more other countries may also abandon the euro and/or withdraw from the EU,
placing its currency and banking system in jeopardy. The impact of these actions, especially if they occur in a disorderly fashion, is not clear but could be significant and far-reaching.
Among other things, these developments have adversely affected the value and exchange rate of the pound and the euro and may continue to
significantly affect the economies of all EU countries, which in turn may have a material adverse effect on a Funds investments in such countries, other countries that depend on EU countries for significant amounts of trade or investment, or
issuers with exposure to debt issued by certain EU countries.
Loans of Portfolio Securities
Each Fund may lend its investment securities to approved borrowers. Any gain or loss on the market price of the securities loaned that might occur during the
term of the loan would be for the account of a Fund. These loans cannot exceed one-third of a Funds total assets.
Approved borrowers are brokers,
dealers, domestic and foreign banks, or other financial institutions that meet credit or other requirements as established by, and subject to the review of, the Trusts Board, so long as the terms, the structure and the aggregate amount of such
loans are not inconsistent with the 1940 Act and the rules and regulations thereunder or interpretations of the SEC, which require that (a) the borrowers pledge and maintain with the applicable Fund collateral consisting of cash, an irrevocable
letter of credit issued by a bank, or securities issued or guaranteed by the U.S. Government having a value at all times of not less than 102% of the value of the securities loaned (on a mark-to-market basis); (b) the loan be made
subject to termination by a Fund at any time; and (c) a Fund receives reasonable interest on the loan. From time to time, a Fund may return a part of the interest earned from the investment of collateral received from securities loaned to the
borrower and/or a third party that is unaffiliated with a Fund and that is acting as a finder.
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Illiquid Investments
The Fund may not acquire any illiquid investment if, immediately after the acquisition, the Fund would have invested more than 15% of its net assets in
illiquid investments that are assets. Illiquid investments, which include certain securities that are purchased in private placements, are securities that the Fund reasonably expects cannot be sold or disposed of in current market conditions in
seven calendar days or less without the sale or disposition significantly changing the market value of the security. Certain securities previously deemed liquid may become illiquid over time, particularly in periods of economic distress.
If illiquid investments that are assets exceed 15% of a Funds net assets, the Fund will take steps to reduce its holdings of such illiquid investments to
or below 15% of its net assets within a reasonable period of time. Because illiquid investments may not be readily marketable, the portfolio manager may not be able to dispose of them in a timely manner. As a result, a Fund may be forced to hold
illiquid securities while their price depreciates. Depreciation in the price of illiquid securities may cause the NAV of a Fund to decline.
Segregation of Assets
Consistent with SEC staff
guidance, financial instruments that involve a Funds obligation to make future payments to third parties will not be viewed as creating any senior security provided that a Fund covers its obligations as described below. Those financial
instruments include, among others: (i) securities sold short; (ii) securities issued on a when-issued, delayed delivery, or forward commitment basis; (iii) reverse repurchase agreements; (iv) mortgage dollar rolls; (v) futures contracts; (vi)
forward currency contracts; (vii) swap agreements; (viii) written options; and (ix) unfunded commitments.
Consistent with SEC staff guidance, a Fund will
consider its obligations involving such a financial instrument as covered when a Fund (a) maintains an offsetting financial position, or (b) segregates or earmarks liquid assets (constituting cash, cash equivalents, or other
liquid portfolio securities) equal to a Funds exposures relating to the financial instrument, as determined on a daily basis. Janus Capital maintains compliance policies and procedures that govern the kinds of transactions that may be deemed
to be offsetting financial positions for purposes of (a) above, and the amount of liquid assets that would otherwise need to be segregated or earmarked for purposes of (b) above (the Segregation and Collateral Procedures).
The Segregation and Collateral Procedures provide, consistent with current SEC staff positions, that for forward currency contracts and swap agreements that
require cash settlement, as well as swap agreements that call for periodic netting between a Fund and its counterparty, the required coverage amount is the net amount due under the contract, as determined daily on a mark-to-market basis. For other
kinds of futures, forward currency contracts, and swap agreements, a Fund must segregate or earmark a larger amount of assets to cover its obligations. For example, when a Fund writes/sells credit default swaps or options, it must segregate liquid
assets equal to the notional amount of the swap or option.
For purposes of calculating the amount of liquid assets that must be segregated or earmarked
for a particular transaction, a Fund may deduct any initial and variation margin deposited with the relevant broker, but in the case of securities sold short, may not deduct the amount of any short sale proceeds. When a Fund sells securities short,
the proceeds of the short sale are retained by the broker, to the extent necessary to meet margin requirements, until the position is closed out. If the lending broker requires a Fund to deposit additional collateral (in addition to the short sales
proceeds that the broker holds during the period of the short sale), which may be as much as 50% of the value of the securities sold short, the amount of the additional collateral may be deducted in determining the amount of cash or liquid assets a
Fund is required to segregate to cover the short sale obligation pursuant to the 1940 Act. The amount segregated must be unencumbered by any other obligation or claim other than the obligation that is being covered. A Fund believes that short sale
obligations that are covered, either by an offsetting asset or right (acquiring the security sold short or having an option to purchase the security sold short at an exercise price that covers the obligation), or by a Funds segregated asset
procedures (or a combination thereof), are not senior securities under the 1940 Act and are not subject to a Funds borrowing restrictions. This requirement to segregate assets places an upper limit on a Funds ability to leverage its
investments and the related risk of losses from leveraging. A Fund is also required to pay the lender of the security any dividends or interest that accrues on a borrowed security during the period of the loan. Depending on the arrangements made
with the broker or custodian, a Fund may or may not receive any payments (including interest) on collateral it has deposited with the broker.
As a general
matter, liquid assets segregated or earmarked as cover for one position may not simultaneously be counted as cover for another position. However, in the case of a straddle where the exercise price of the call option and put option are the same, or
the exercise price of the call option is higher than that of the put option, a Fund may segregate or earmark the same liquid
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assets for both the call and put options. In such cases, a Fund expects to segregate or earmark liquid assets equivalent to the amount, if any, by which the put option is in the
money.
In order to comply with the Segregation and Collateral Procedures, a Fund may need to sell a portfolio security or exit a transaction,
including a transaction in a financial instrument, at a disadvantageous time or price in order for a Fund to be able to segregate or earmark the required amount of assets. If segregated assets decline in value, a Fund will need to segregate or
earmark additional assets or reduce its position in the financial instruments. In addition, segregated or earmarked assets may not be available to satisfy redemptions or for other purposes, until a Funds obligations under the financial
instruments have been satisfied. A Fund may not be able to promptly liquidate an unfavorable position and potentially could be required to continue to hold a position until the delivery date, regardless of changes in its value. Because a Funds
cash that may otherwise be invested would be held uninvested or invested in other liquid assets so long as the position remains open, a Funds return could be diminished due to the opportunity losses of foregoing other potential investments.
A Funds ability to use the financial instruments identified above may under some circumstances depend on the nature of the instrument and amount of
assets that the Segregation and Collateral Procedures require a Fund to segregate or earmark. Notwithstanding the foregoing, Janus Capital reserves the right to modify its Segregation and Collateral Procedures in the future in its discretion,
consistent with the 1940 Act and SEC or SEC staff guidance.
Money Market Instruments
Each Fund may invest a portion of their assets in high-quality money market instruments on an ongoing basis to provide liquidity. The instruments in which each
Fund may invest include: (i) short-term obligations issued by the U.S. Government; (ii) negotiable certificates of deposit (CDs), fixed time deposits and bankers acceptances of U.S. and foreign banks and similar institutions;
(iii) commercial paper rated at the date of purchase Prime-1 by Moodys Investors Service, Inc. or A-1+ or A-1 by Standard & Poors or, if unrated, of comparable quality as determined by Janus
Capital; (iv) repurchase agreements; and (v) money market mutual funds. CDs are short-term negotiable obligations of commercial banks. Time deposits are non-negotiable deposits maintained in banking institutions for specified periods of time at
stated interest rates. Bankers acceptances are time drafts drawn on commercial banks by borrowers, usually in connection with international transactions.
Investment Company Securities
The Funds may invest in
securities of other investment companies, subject to the provisions of the 1940 Act and any applicable SEC exemptive orders. Section 12(d)(1) of the 1940 Act prohibits a Fund from acquiring: (i) more than 3% of another investment
companys voting stock; (ii) securities of another investment company with a value in excess of 5% of a Funds total assets; or (iii) securities of such other investment company and all other investment companies owned by a Fund
having a value in excess of 10% of the Funds total assets (the Section 12(d)(1) Limits). In addition, Section 12(d)(1) prohibits another investment company from selling its shares to a Fund if, after the sale: (i) the
Fund owns more than 3% of the other investment companys voting stock or (ii) the Fund and other investment companies, and companies controlled by them, own more than 10% of the voting stock of such other investment company. The Funds may
invest their cash holdings in affiliated or non-affiliated money market funds as part of a cash sweep program. The Funds may purchase unlimited shares of affiliated or non-affiliated money market funds and of
other funds managed by Janus Capital, whether registered or unregistered entities, as permitted by the 1940 Act and rules promulgated thereunder and/or an SEC exemptive order. To the extent the Funds invest in money market funds or other funds, the
Funds will be subject to the same risks that investors experience when investing in such other funds. These risks may include the impact of significant fluctuations in assets as a result of the cash sweep program or purchase and redemption activity
by affiliated or non-affiliated shareholders in such other funds. Additionally, to the extent that Janus Capital serves as the investment adviser to underlying funds or investment vehicles in which a Fund may invest, Janus Capital may have
conflicting interests in fulfilling its fiduciary duties to both the Funds and the underlying funds or investment vehicles.
Investment companies may
include index-based investments such as exchange-traded funds, which hold substantially all of their assets in investments representing specific indices. The main risk of investing in index-based investments is the same as investing in a portfolio
of investments comprising the index. Index-based investments may not replicate exactly the performance of their specific index because of transaction costs and because of the temporary unavailability of certain component securities of the index.
Some ETFs have obtained exemptive orders permitting other investment companies, such as the Funds, to acquire their securities in excess of the limits of
Section 12(d)(1) the 1940 Act. The Funds may rely on this relief to invest in these ETFs in
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excess of the Section 12(d)(1) Limits. In addition, the Funds may invest in other investment companies in excess of the Section 12(d)(1) Limits in accordance with the provisions of
Sections 12(d)(1)(F) or (G) of the 1940 Act, which provide certain exemptions from the Section 12(d)(1) Limits.
The Funds may invest in other
exchange-traded funds, which are typically open-end investment companies that are traded on a national securities exchange. ETFs typically incur fees, such as investment advisory fees and other operating expenses that are separate from those of a
Fund, which will be indirectly paid by the Fund. As a result, the cost of investing in a Fund may be higher than the cost of investing directly in ETFs and may be higher than other mutual funds that invest directly in stocks and bonds. Since ETFs
are traded on an exchange at market prices that may vary from the net asset value of their underlying investments, there may be times when ETFs trade at a premium or discount. Similarly, because the value of ETF shares depends on the demand in the
market, a Fund may not be able to purchase or sell an ETF at the most optimal time, which could adversely affect the Funds performance. In addition, ETFs that track particular indices may be unable to match the performance of such underlying
indices due to the temporary unavailability of certain index securities in the secondary market or other factors, such as discrepancies with respect to the weighting of securities. The ETFs in which a Fund invests are subject to specific risks,
depending on the investment strategy of the ETF. In turn, a Fund will be subject to substantially the same risks as those associated with direct exposure to the securities or commodities held by the ETF. Because the Funds may invest in a broad range
of ETFs, such risks may include, but are not limited to, leverage risk, foreign exposure risk, and commodities risk.
Each Fund has obtained exemptive
relief from the SEC permitting the Fund to sell, and other investment companies to acquire, shares in the Fund in excess of the limits imposed by Section 12(d)(1) of the 1940 Act. This exemptive relief is conditioned, among other things, on a
Fund refraining from acquiring securities of an investment company, or certain private investment pools, in excess of the Section 12(d)(1) Limits. Consequently, if a Fund sells its shares to other investment companies in accordance with its
exemptive relief, it will refrain from purchasing shares of ETFs, other registered investment companies, or private investment pools in excess of the limits imposed by Section 12(d)(1). Additionally, each Fund is permitted to invest in other
registered investment companies beyond the limits set forth in Section 12(d)(1) subject to certain terms and conditions set forth in another exemptive order that the SEC has issued to Janus Capital and open-end investment companies advised by
Janus Capital. If a Fund relies on this exemptive relief, however, other investment companies may not invest in the Fund beyond the statutory provisions of Section 12(d)(1). Notwithstanding these limitations, a Fund may still invest in other
investment companies in excess of the Section 12(d)(1) Limits in order to engage in certain short-term cash management activities or to invest in a master fund pursuant to a Funds non-fundamental investment policy that permits the Fund to
invest all of its assets in the securities of a single open-end management investment company with substantially the same fundamental investment objectives, policies, and limitations as the Fund.
Depositary Receipts
The Funds may invest in sponsored
and unsponsored American Depositary Receipts (ADRs), which are receipts issued by an American bank or trust company evidencing ownership of underlying securities issued by a foreign issuer. ADRs, in registered form, are designed for use
in U.S. securities markets. Unsponsored ADRs may be created without the participation of the foreign issuer. Holders of unsponsored ADRs generally bear all the costs of the ADR facility, whereas foreign issuers typically bear certain costs in a
sponsored ADR. The bank or trust company depositary of an unsponsored ADR may be under no obligation to distribute shareholder communications received from the foreign issuer or to pass through voting rights. The Funds may also invest in European
Depositary Receipts (EDRs), Global Depositary Receipts (GDRs), and in other similar instruments representing securities of foreign companies. EDRs and GDRs are securities that are typically issued by foreign banks or foreign
trust companies, although U.S. banks or U.S. trust companies may issue them. EDRs and GDRs are structured similarly to the arrangements of ADRs. EDRs, in bearer form, are designed for use in European securities markets.
Depositary receipts are generally subject to the same sort of risks as direct investments in a foreign country, such as currency risk, political and economic
risk, regulatory risk, market risk, and geographic investment risk, because their values depend on the performance of a foreign security denominated in its home currency. The risks of foreign investing are addressed in some detail in each
Funds Prospectus.
Real Estate Investment Trusts (REITs)
Within the parameters of its specific investment policies, each Fund may invest in REITs. REITs are sometimes informally characterized as equity REITs,
mortgage REITs, and hybrid REITs. In addition, a Fund may gain exposure to the real estate sector by investing in common, preferred and convertible securities of issuers in real estate-related industries. Investments in
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REITs and real estate-linked investments are subject to risks similar to those associated with direct ownership of real estate, including loss to casualty or condemnation, increases in property
taxes and operating expenses, zoning law amendments, changes in interest rates, overbuilding and increased competition, variations in market value, fluctuations in rental income, possible environmental liabilities, regulatory limitations on rent,
and other risks related to local or general economic conditions. Equity REITs generally experience these risks directly through fee or leasehold interests, whereas mortgage REITs generally experience these risks indirectly through mortgage
interests, unless the mortgage REIT forecloses on the underlying real estate. Changes in interest rates may also affect the value of a Funds investment in REITs. For instance, during periods of declining interest rates, certain mortgage REITs
may hold mortgages that the mortgagors elect to prepay, and prepayment may diminish the yield on securities issued by those REITs.
Certain REITs have
relatively small market capitalizations, which may tend to increase the volatility of the market price of their securities. Furthermore, REITs are dependent upon specialized management skills, have limited diversification and are, therefore, subject
to risks inherent in operating and financing a limited number of projects. REITs are also subject to heavy cash flow dependency, defaults by borrowers, and the possibility of failing to qualify for tax-free pass-through of income under the Internal
Revenue Code and to maintain exemption from the registration requirements of the 1940 Act. By investing in REITs indirectly through a Fund, a shareholder will bear not only his or her proportionate share of the expenses of a Fund, but also,
indirectly, similar expenses of the REITs. In addition, REITs depend generally on their ability to generate cash flow to make distributions to shareholders.
Senior Securities
In general, the Funds may not issue
any class of senior security, except within the limitations of the 1940 Act. These limitations allow a Fund to (i) borrow from banks, provided that immediately following any such borrowing there is an asset coverage of at least 300% (the
Asset Coverage Requirement) for all Fund borrowings, and (ii) engage in trading practices which could be deemed to involve the issuance of a senior security, including but not limited to options, futures, forward contracts, and
reverse repurchase agreements, provided that a Fund earmarks or segregates liquid assets in accordance with applicable SEC regulations and interpretations.
Futures and Options
The Funds may utilize
exchange-traded futures and options contracts in order to manage uninvested cash and/or provide equity exposure for the Funds without having to purchase an underlying security.
Futures contracts generally provide for the future sale by one party and purchase by another party of a specified commodity at a specified future time and at a
specified price. Stock index futures contracts are settled daily with a payment by one party to the other of a cash amount based on the difference between the level of the stock index specified in the contract from one day to the next. Futures
contracts are standardized as to maturity date and underlying instrument and are traded on futures exchanges. Futures traders are required to make a good faith margin deposit in cash or U.S. government securities with a broker or custodian to
initiate and maintain open positions in futures contracts. A margin deposit is intended to assure completion of the contract (delivery or acceptance of the underlying commodity or payment of the cash settlement amount) if it is not terminated prior
to the specified delivery date. Brokers may establish deposit requirements which are higher than the exchange minimums. Futures contracts are customarily purchased and sold on margin deposits which may range upward from less than 5% of the value of
the contract being traded. After a futures contract position is opened, the value of the contract is marked-to-market daily. If the futures contract price changes to the extent that the margin on deposit does not satisfy margin requirements, payment
of additional variation margin will be required. Conversely, a change in the contract value may reduce the required margin, resulting in a repayment of excess margin to the contract holder. Variation margin payments are made to and from
the futures broker for as long as the contract remains open. In such case, a Fund would expect to earn interest income on its margin deposits. Closing out an open futures position is done by taking an opposite position (buying a contract
which has previously been sold, or selling a contract previously purchased) in an identical contract to terminate the position. Brokerage commissions are incurred when a futures contract position is opened or
closed.
The Funds may use exchange-traded futures and options, together with positions in cash and money market instruments, to simulate full investment
in the Underlying Index. Under such circumstances, Janus Capital may seek to utilize other instruments that it believes to be correlated to the Underlying Index components or a subset of the components.
An option on a futures contract, as contrasted with the direct investment in such a contract, gives the purchaser the right, in return for the premium paid, to
assume a position in the underlying futures contract at a specified exercise price at any time
13
prior to the expiration date of the option. Upon exercise of an option, the delivery of the futures position by the writer of the option to the holder of the option will be accompanied by
delivery of the accumulated balance in the writers futures margin account that represents the amount by which the market price of the futures contract exceeds (in the case of a call) or is less than (in the case of a put) the exercise price of
the option on the futures contract. The potential for loss related to the purchase of an option on a futures contract is limited to the premium paid for the option plus transaction costs. Because the value of the option is fixed at the point of
purchase, there are no daily cash payments by the purchaser to reflect changes in the value of the underlying contract; however, the value of the option changes daily and that change would be reflected in the NAV of the Fund. The potential for loss
related to writing call options on equity securities or indices is unlimited. The potential for loss related to writing put options is limited only by the aggregate strike price of the put option less the premium received.
The Funds may purchase and write put and call options on futures contracts that are traded on a U.S. exchange in anticipation of the purchase of securities,
and may enter into closing transactions with respect to such options to terminate existing positions. There is no guarantee that such closing transactions can be effected.
Restrictions on the Use of Futures Contracts and Options on Futures Contracts
The Funds do not currently intend to, but may in the future, file a claim for exemption with the Commodity Futures Trading Commission (CFTC) on
behalf of the Funds, so that neither the Funds nor the Trust are deemed to be a commodity pool or commodity pool operator (CPO), respectively, under the Commodity Exchange Act (CEA), and they are not
subject to registration or regulation as such under the CEA. Janus Capital is not deemed to be a commodity trading advisor with respect to its services as an investment adviser to a Fund. In February 2012, however, the CFTC adopted
certain regulatory changes that will subject the adviser of an investment company to registration with the CFTC as a CPO if the investment company is unable to comply with certain trading and marketing limitations.
With respect to investments in swap transactions, commodity futures, commodity options or certain other derivatives used for purposes other than bona fide
hedging purposes, an investment company must meet one of the following tests under the amended regulations in order to claim an exemption from being considered a commodity pool or CPO. First, the aggregate initial margin and premiums
required to establish an investment companys positions in such investments may not exceed five percent (5%) of the liquidation value of the investment companys portfolio (after accounting for unrealized profits and unrealized losses
on any such investments). Alternatively, the aggregate net notional value of such instruments, determined at the time of the most recent position established, may not exceed one hundred percent (100%) of the liquidation value of the investment
companys portfolio (after accounting for unrealized profits and unrealized losses on any such positions). In addition to meeting one of the foregoing trading limitations, the investment company may not market itself as a commodity pool or
otherwise as a vehicle for trading in the commodity futures, commodity options or swaps and derivatives markets. In the event that Janus Capital were required to register as a CPO with respect to a Fund, the disclosure and operations of the Fund
would need to comply with all applicable CFTC regulations. Compliance with these additional registration and regulatory requirements would increase operational expenses. Other potentially adverse regulatory initiatives could also develop.
Swaps
The Funds may utilize swap agreements including,
but not limited to, equity swaps, credit default swaps, interest rate and currency swaps, total return swaps, and swaps on exchange-traded funds, as a means to gain exposure to certain companies or countries, provided Janus Capital believes
such use will assist a Fund in tracking its Underlying Index. Swap agreements entail the risk that a party will default on its payment obligations to a Fund. If the other party to a swap defaults, the Fund would risk the loss of the net amount of
the payments that it contractually is entitled to receive. If a Fund utilizes a swap at the wrong time or judges market conditions incorrectly, the swap may result in a loss to the Fund and reduce the Funds total return. The most significant
factor in the performance of swap agreements is the change in value of the specific index, security, or currency, or other factors that determine the amounts of payments due to and from a Fund. If there is a default by the other party to such a
transaction, the Fund normally will have contractual remedies pursuant to the agreements related to the transaction. Swap agreements also bear the risk that a Fund will not be able to meet its obligation to the counterparty. Swap agreements are
typically privately negotiated and entered into in the over-the-counter market. A Fund normally will not enter into any total return, equity, or interest rate swap transaction unless the claims-paying ability of the other party thereto meets
guidelines established by Janus Capital. Janus Capitals guidelines may be adjusted in accordance with market conditions. Janus Capital will monitor the creditworthiness of all counterparties on an ongoing basis. Generally, parties that are
rated in the highest short-term rating category by a nationally recognized statistical rating organization (NRSRO) will meet Janus Capitals
14
guidelines. The ratings of NRSROs represent their opinions of the claims-paying ability of entities rated by them. NRSRO ratings are general and are not absolute standards of quality.
LIBOR Replacement Risk. Many financial instruments may be tied to the London Interbank Offered Rate, or LIBOR, to determine
payment obligations, financing terms, hedging strategies, or investment value. LIBOR is the offered rate for short-term Eurodollar deposits between major international banks. Thus, a Fund generally must rely on contractual provisions in the loan
agreement and common-law fraud protections under applicable state law. On July 27, 2017, the head of the United Kingdoms Financial Conduct Authority announced a desire to phase out the use of LIBOR by the end of 2021. There remains uncertainty
regarding the future utilization of LIBOR and the nature of any replacement rate. As such, the potential effect of a transition away from LIBOR on a Fund or the financial instruments in which a Fund invests cannot yet be determined.
Note Regarding Regulatory Changes and Market Events. Federal, state, and foreign governments, regulatory agencies, and self-regulatory
organizations may take actions that affect the regulation of the Fund or the instruments in which the Funds invest, or the issuers of such instruments, in ways that are unforeseeable. Future legislation or regulation or other governmental actions
could limit or preclude the Funds abilities to achieve their investment objectives or otherwise adversely impact an investment in the Funds. Furthermore, worsened market conditions, including as a result of U.S. government shutdowns or
the perceived creditworthiness of the United States, could have a negative impact on securities markets.
Economic downturns can prompt various economic,
legal, budgetary, tax, and regulatory reforms across the globe. In the aftermath of the 2007-2008 financial crisis, the financial sector experienced reduced liquidity in credit and other fixed-income markets, and an usually high degree of
volatility, both domestically and internationally. In response to the crisis, the United States and certain foreign governments, along with the U.S. Federal Reserve and certain foreign central banks, took a number of unprecedented steps designed to
support the financial markets. For example, the enactment of the Dodd-Frank Act in 2010, provided for widespread regulation of financial institutions, consumer financial products and services, broker dealers, over-the-counter derivatives, investment
advisers, credit rating agencies, and mortgage lending, which expanded federal oversight in the financial sector, including the investment management industry. The conclusion of this support, and/or failure of the measures put in place could
negatively affect financial markets generally, as well as the value and liquidity of specific securities. In addition, policy and legislative changes in the United States and in other countries continue to impact many aspects of financial
regulation.
The value of a Funds holdings is also generally subject to the risk of significant future local, national, or global economic
disruptions or slowdowns in the markets in which a Fund invests. In the event of such an occurrence, the issuers of securities held by a Fund may experience significant declines in the value of their assets and even cease operations, or may require
government assistance that is contingent on increased restrictions on their business operations or their government interventions. In addition, it is not certain that the U.S. government or foreign governments will intervene in response to a future
market disruption and the effect of any such future intervention cannot be predicted.
Natural Disasters and Extreme Weather Conditions
Certain areas of the world have historically been prone to and economically sensitive to environmental events such as, but not limited to, hurricanes,
earthquakes, typhoons, flooding, tidal waves, tsunamis, erupting volcanoes, wildfires or droughts, tornadoes, mudslides, or other weather-related phenomena. Such disasters, and the resulting physical or economic damage, could have a severe and
negative impact on a Funds investment portfolio and, in the longer term, could impair the ability of issuers in which the Fund invests to conduct their businesses as they would under normal conditions. Adverse weather conditions may also have
a particularly significant negative effect on issuers in the agricultural sector and on insurance companies that insure against the impact of natural disasters.
Tax Risks
As with any investment, you should consider
how your investment in shares of a Fund will be taxed. The tax information in the Prospectuses and this SAI is provided as general information. You should consult your own tax professional about the tax consequences of an investment in shares of a
Fund. Refer to Income Dividends, Capital Gain Distributions, and Tax Status section of the SAI for additional information regarding Fund taxation.
Securities Lending
Under procedures adopted by the
Trustees, certain Funds may seek to earn additional income by lending securities to qualified parties (typically brokers or other financial institutions) who need to borrow securities in order to complete, among other
15
things, certain transactions such as covering short sales, avoiding failures to deliver securities, or completing arbitrage activities. To the extent a Fund engages in securities lending, there
is the risk of delay in recovering a loaned security. In addition, Janus Capital makes efforts to balance the benefits and risks from granting such loans. Certain Funds may participate in a securities lending program pursuant to which shares of an
issuer may be on loan while that issuer is conducting a proxy solicitation. Generally, if shares of an issuer are on loan during a proxy solicitation, a Fund cannot vote the shares. The Funds have discretion to pull back lent shares before proxy
record dates and vote proxies if time and jurisdictional restrictions permit. All loans will be continuously secured by collateral which may consist of cash, U.S. Government securities, domestic and foreign short-term debt instruments, letters of
credit, time deposits, repurchase agreements, money market mutual funds or other money market accounts, or such other collateral as permitted by the SEC. If a Fund is unable to recover a security on loan, the Fund may use the collateral to purchase
replacement securities in the market. There is a risk that the value of the collateral could decrease below the cost of the replacement security by the time the replacement investment is made, resulting in a loss to the Fund. In certain
circumstances, individual loan transactions could yield negative returns.
Upon receipt of cash collateral, Janus Capital may invest it in affiliated or
non-affiliated cash management vehicles, whether registered or unregistered entities, as permitted by the 1940 Act and rules promulgated thereunder. Janus Capital currently intends to invest the cash collateral in a cash management vehicle for which
Janus Capital serves as investment adviser. An investment in a cash management vehicle is generally subject to the same risks that shareholders experience when investing in similarly structured vehicles, such as the potential for significant
fluctuations in assets as a result of the purchase and redemption activity of the securities lending program, a decline in the value of the collateral, and possible liquidity issues. Such risks may delay the return of the cash collateral and cause a
Fund to violate its agreement to return the cash collateral to a borrower in a timely manner. As adviser to the Funds and the affiliated cash management vehicle in which the cash collateral is invested, Janus Capital has an inherent conflict of
interest as a result of its fiduciary duties to both the Funds and the cash management vehicle. Additionally, Janus Capital receives an investment advisory fee of 0.05% for managing the cash management vehicle used for the securities lending
program, and therefore may have an incentive to allocate collateral to the cash management vehicle rather than to other collateral management options for which Janus Capital does not receive compensation.
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INFORMATION ABOUT EACH UNDERLYING INDEX PROVIDER AND DISCLAIMERS
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Each Fund will attempt to seek investment results that correspond generally, before fees and expenses, to the performance of
its respective Underlying Index.
Solactive AG (Solactive or the Index Provider) is the Index Provider for each respective
Underlying Index. Janus Capital has entered into a license agreement with Solactive to use each respective Underlying Index. Solactive AG is the licensor of certain trademarks, service marks, and trade names.
Neither Solactive nor any of its affiliates make any representation or warranty, express or implied, to the owners of a Fund or any member of the public
regarding the advisability of investing in securities generally or in a Fund particularly or the ability of a respective Underlying Index to track general market performance. Each Underlying Index is determined, composed, and calculated by Solactive
without regard to Janus Capital or the respective Fund. Solactive has no obligation to take the needs of Janus Capital or the owners of a Fund into consideration in determining, composing, or calculating a respective Underlying Index. Solactive is
not responsible for and has not participated in the determination of the timing of, prices at, or quantities of a Fund to be issued or in the determination or calculation of the equation by which a Fund is to be converted into cash.
ALTHOUGH SOLACTIVE SHALL OBTAIN INFORMATION FOR INCLUSION IN OR FOR USE IN THE CALCULATION OF EACH UNDERLYING INDEX FROM SOURCES WHICH IT CONSIDERS RELIABLE,
IT DOES NOT GUARANTEE THE QUALITY, ACCURACY AND/OR THE COMPLETENESS OF AN UNDERLYING INDEX OR ANY DATA INCLUDED THEREIN AND SHALL HAVE NO LIABILITY FOR ERRORS OR OMISSIONS OF ANY KIND RELATED TO AN UNDERLYING INDEX OR DATA. SOLACTIVE MAKES NO
WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY JANUS CAPITAL, OWNERS OF A FUND, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF AN UNDERLYING INDEX OR ANY DATA INCLUDED THEREIN IN CONNECTION WITH THE RIGHTS LICENSED TO JANUS CAPITAL FOR
ANY OTHER USE. SOLACTIVE MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO EACH UNDERLYING INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT
LIMITING ANY OF THE FOREGOING, IN NO
16
EVENT SHALL IT HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.
Janus Capital does not guarantee the accuracy and/or the completeness of the respective Underlying Indices or any data included therein, and Janus Capital
shall have no liability for any errors, omissions or interruptions therein. Janus Capital makes no warranty, express or implied, as to results to be obtained by a Fund, owners of the shares of a Fund or any other person or entity from the use of an
Underlying Index or any data included therein. Janus Capital makes no express or implied warranties, and expressly disclaims all warranties of merchantability or fitness for a particular purpose or use with respect to each respective Underlying
Index or any data included therein. Without limiting any of the foregoing, in no event shall Janus Capital have any liability for any special, punitive, direct, indirect or consequential damages (including lost profits) arising out of matters
relating to the use of the respective Underlying Indices even if notified of the possibility of such damages.
Janus Capital and Janus Capitals logo
are service marks of Janus Capital. All other trademarks, service marks or registered trademarks are the property of their respective owners.
The portfolio turnover rate of a Fund is calculated by dividing the lesser of purchases or sales of portfolio securities
(exclusive of purchases or sales of U.S. Government securities and all other securities whose maturities at the time of acquisition were one year or less) by the monthly average of the value of the portfolio securities owned by the Fund during the
year. Proceeds from short sales and assets used to cover short positions undertaken are included in the amounts of securities sold and purchased, respectively, during the fiscal year. A 100% portfolio turnover rate would occur, for example, if all
of the securities held by a Fund were replaced once during the fiscal year. A Fund cannot accurately predict its turnover rate. Variations in portfolio turnover rates shown may be due to turnover in the Funds Underlying Index, market
conditions, changes in the size of a Fund, fluctuating volume of shareholder purchase and redemption orders and the nature of a Funds investments. Higher levels of portfolio turnover may result in higher costs for brokerage commissions, dealer
mark-ups, and other transaction costs, and may also result in taxable capital gains. Higher costs associated with increased portfolio turnover may offset gains in Fund performance. The following table summarizes the portfolio turnover rates for each
of the Funds for the fiscal years ended October 31, 2019 and 2018.
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Fund Name
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Portfolio Turnover Rate
for the Fiscal
Year Ended
October 31, 2019
|
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Portfolio Turnover Rate
for the Fiscal
Year Ended
October 31, 2018
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The
Obesity ETF
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22%
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67%
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The
Organics ETF
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33%
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52%
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AVAILABILITY OF PORTFOLIO HOLDINGS INFORMATION
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The Investment Company Holdings Disclosure Policies and Procedures adopted by the Funds Trustees are designed to ensure
that a Funds portfolio holdings information is disclosed in a manner that (i) is consistent with applicable legal requirements and in the best interest of the Funds shareholders; (ii) does not put the interests of Janus
Capital, ALPS Distributors, Inc., or any affiliated person of Janus Capital or ALPS Distributors, Inc., above those of Fund shareholders; (iii) does not advantage any current or prospective Fund shareholders over any other current or
prospective Fund shareholders, except to the extent that certain entities (as described below) may receive portfolio holdings information not available to other current or prospective Fund shareholders in connection with the dissemination of
Creation Units; and (iv) does not provide selective access to portfolio holdings information except pursuant to the procedures outlined below and to the extent appropriate confidentiality arrangements limiting the use of such information are in
effect. The entities referred to in sub-section (iii) above are generally limited to National Securities Clearing Corporation members, subscribers to various fee-based subscription services, Authorized Participants, and other
institutional market participants and entities that provide information for transactional services.
Disclosure of Portfolio Holdings in Accordance
with SEC Exemptive Relief. Each business day, a Funds portfolio holdings information is provided to ALPS Distributors, Inc. or other agent for dissemination through the facilities of the National Securities Clearing
Corporation and/or other fee-based subscription services to National Securities Clearing Corporation members and/or subscribers to entities that publish and/or analyze such information in connection with the process of purchasing or redeeming
17
Creation Units or trading shares of the Fund in the secondary market. This information typically reflects a Funds anticipated holdings on the following business day. In addition, on each
business day before commencement of trading in shares on the Stock Exchange, a Fund will disclose on janushenderson.com/info the identities and quantities of each portfolio position held by the Fund that will form the basis for the Funds
calculation of the NAV per share at the end of the business day.
Disclosure of Portfolio Holdings as Required by Applicable
Law. Each Fund is also required to disclose its complete holdings as an exhibit to its reports on Form N-PORT within 60 days of the end of the first and third fiscal quarters, and in the annual report and semiannual report to Fund
shareholders. These reports (i) are available on the SECs website at http://www.sec.gov; (ii) may be obtained by calling 1-800-SEC-0330 and (iii) are available without charge, upon request, by calling a Janus representative at
1-800-525-0020.
Daily access to information concerning each Funds portfolio holdings is permitted (i) to certain personnel of those
service providers that are involved in portfolio management and in providing administrative, operational, risk management, or other support to portfolio management; and (ii) to other personnel of Janus Capital, ALPS Distributors, Inc. and its
affiliates, and the administrator, custodian, and fund accountant who deal directly with, or assist in, functions related to investment management, distribution, administration, custody, securities lending, and fund accounting, as may be necessary
to conduct business in the ordinary course in a manner consistent with federal securities laws and regulations thereunder.
Portfolio holdings information
made available in connection with the creation/redemption process may be provided to other entities that provide services to a Fund in the ordinary course of business after it has been disseminated to the National Securities Clearing Corporation.
From time to time, information concerning portfolio holdings other than portfolio holdings information made available in connection with the creation/redemption process, as discussed above, may be provided to other entities that provide services to
a Fund, including rating or ranking organizations, in the ordinary course of business, no earlier than one business day following the date of the information.
Nonpublic portfolio holdings information may be disclosed to certain third parties upon a good faith determination made by Janus Capitals Chief
Compliance Officer that a Fund has a legitimate business purpose for such disclosure and the recipient agrees to maintain confidentiality. The Chief Compliance Officer reports to the Funds Trustees regarding material compliance matters with
respect to the portfolio holdings disclosure policies and procedures.
Under extraordinary circumstances, Janus Capitals Chief Compliance Officer or
a designee has the authority to waive one or more provisions of, or make exceptions to, the Investment Company Holdings Disclosure Policies and Procedures when in the best interest of a Fund and when such waiver or exception is consistent with
federal securities laws and applicable fiduciary duties. The frequency with which portfolio holdings are disclosed, as well as the lag time associated with such disclosure, may vary as deemed appropriate under the circumstances.
18
INVESTMENT ADVISER
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INVESTMENT ADVISER JANUS CAPITAL MANAGEMENT LLC
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As stated in the Prospectuses, each Fund has an Investment Advisory Agreement with Janus Capital Management LLC,
151 Detroit Street, Denver, Colorado 80206-4805. Janus Capital is an indirect wholly-owned subsidiary of Janus Henderson Group plc (JHG). Janus Capital Group Inc., the direct parent of Janus Capital, completed a strategic
combination with Henderson Group plc on May 30, 2017 to form JHG, doing business as Janus Henderson Investors.
The Funds Advisory Agreement is
in effect from year to year so long as such continuance is approved at least annually by the vote of a majority of the Funds Trustees who are not parties to the Advisory Agreement or interested persons (as defined by the 1940 Act)
of any such party (the Independent Trustees), and by either the Funds Trustees or the affirmative vote of a majority of the outstanding voting securities of each Fund. The Advisory Agreement: (i) may be terminated, without the
payment of any penalty, by a Funds Trustees, or the vote of at least a majority of the outstanding voting securities of a Fund, or Janus Capital, on 60 days advance written notice; (ii) terminates automatically in the event of its
assignment; and (iii) generally, may not be amended without the approval by vote of a majority of the Trustees of the affected Fund, including a majority of the Independent Trustees, and, to the extent required by the 1940 Act, the affirmative
vote of a majority of the outstanding voting securities of that Fund.
The Advisory Agreement provides that Janus Capital will furnish continuous
advice and recommendations concerning the Funds investments, provide office space for the Funds, and certain other advisory-related services. Pursuant to the Advisory Agreement, under the unitary fee structure, each Fund pays Janus Capital a
Management Fee in return for providing certain investment advisory, supervisory, and administrative services to the Funds. The fee structure is designed to pay substantially all of the Funds expenses. However, each Fund bears other
expenses which are not covered under the Management Fee, such as distribution fees (if any), brokerage expenses or commissions, interest, dividends, taxes, litigation expenses, acquired fund fees and expenses (if any), and extraordinary expenses.
Janus Capital has received an exemptive order from the SEC that permits Janus Capital, subject to the approval of the Trustees, to appoint or replace
certain subadvisers to manage all or a portion of a Funds assets and enter into, amend, or terminate a subadvisory agreement with certain subadvisers without obtaining shareholder approval (a manager-of-managers structure). The
manager-of-managers structure applies to subadvisers that are not affiliated with the Trust or Janus Capital (non-affiliated subadvisers), as well as any subadviser that is an indirect or direct wholly-owned subsidiary (as
such term is defined by the 1940 Act) of Janus Capital or of another company that, indirectly or directly, wholly owns Janus Capital (collectively, wholly-owned subadvisers).
Pursuant to the order, Janus Capital, with the approval of the Trustees, has the discretion to terminate any subadviser and allocate and reallocate a
Funds assets among Janus Capital and any other non-affiliated subadvisers or wholly-owned subadvisers (including terminating a non-affiliated subadviser and replacing it with a wholly-owned subadviser). To the extent that a Funds assets
are allocated to one or more subadvisers, Janus Capital, subject to oversight and supervision by the Trustees, would have responsibility to oversee such subadviser to a Fund and to recommend for approval by the Trustees, the hiring, termination, and
replacement of a subadviser for a Fund. The order also permits a Fund to disclose subadvisers fees only in the aggregate. In the event that Janus Capital hires a subadviser pursuant to the manager-of-managers structure, the affected Janus
Henderson fund would provide shareholders with information about the subadviser and subadvisory agreement within 90 days.
The Trustees and the initial
shareholder of each Fund have approved the use of a manager-of-managers structure for each Fund.
Janus Capital also provides certain administration
services necessary for the operation of each Fund, including, but not limited to, preparation of prospectuses.
You can request the Funds annual
or semiannual reports (as they become available), free of charge, by contacting your broker-dealer, plan sponsor, or financial intermediary, or by contacting a Janus representative at 1-800-668-0434. The reports are also available, free of charge,
at janushenderson.com/info.
19
The Funds pay a monthly Management Fee to Janus Capital for its services.
The following table reflects each Funds contractual Management Fee rate for the most recent fiscal year (expressed as an annual rate). The fee is based
on each Funds daily net assets.
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Fund Name
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Daily Net
Assets of the
Fund
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Contractual
Management Fees (%)
(annual rate)
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The Obesity ETF
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$0-$500 million
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0.35
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Next $500 million
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0.28
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Over $1 billion
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0.20
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The Organics ETF
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$0-$500 million
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|
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0.35
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|
|
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Next $500 million
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|
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0.28
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Over $1 billion
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0.20
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The following table summarizes the Management Fees paid by each Fund for the fiscal years ended October 31, 2019, 2018
and 2017.
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Fund Name
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For the Fiscal
Year Ended
October 31, 2019
|
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For the Fiscal
Year Ended
October 31, 2018
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For the Fiscal
Year Ended
October 31, 2017
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The
Obesity ETF
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$40,599
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$28,972
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$12,714
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The
Organics ETF
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$35,271
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$64,961
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$26,569
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PAYMENTS TO FINANCIAL INTERMEDIARIES BY JANUS CAPITAL OR ITS
AFFILIATES
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From their own assets, Janus Capital or its affiliates pay selected brokerage firms or other financial intermediaries for
making certain funds available to their clients or otherwise distributing, promoting or marketing the funds. Janus Capital or its affiliates make payments to one or more intermediaries for information about transactions and holdings in a fund, such
as the amount of fund shares purchased, sold or held through the intermediary and or its salespersons, the intermediary platform(s) on which shares are transacted and other information related to a fund. Payments made to intermediaries may eliminate
or reduce trading commissions that the intermediary would otherwise charge its customers or its salespersons in connection with the purchase or sale of certain funds. Payment by Janus Capital or its affiliates to eliminate or reduce a trading
commission creates an incentive for salespersons of the intermediary to sell the Janus Henderson funds over other funds for which a commission would be charged. The amount of these payments is determined from time to time by Janus Capital, may be
substantial, and may differ for different intermediaries. Janus Capital may determine to make payments based on any number of factors or metrics. For example, Janus Capital may make payments at year-end and/or other intervals in a fixed amount, an
amount based upon an intermediarys services at defined levels, an amount based upon the total assets represented by funds subject to arrangements with the intermediary, or an amount based on the intermediarys net sales of one or more
funds in a year or other period, any of which arrangements may include an agreed-upon minimum or maximum payment, or any combination of the foregoing. Other factors may include, but are not limited to, the distribution capabilities of the
intermediary, the overall quality of the relationship, expected gross and/or net sales generated by the relationship, disposition and retention rates of assets held through the intermediary, the willingness to cooperate with Janus Capitals
marketing efforts, access to sales personnel, and the anticipated profitability of sales through the institutional relationship. These factors and their weightings may differ from one intermediary to another and may change from time to time. As of
the date of this SAI, Janus Capital and its affiliates have agreements with Morgan Stanley Smith Barney LLC, National Financial Services LLC, Fidelity Brokerage Services, LLC, Pershing LLC, and Intermediary Analytics, a division of BNY Mellon
Performance & Risk Analytics, LLC to make payments out of their own assets related to the acquisition or retention of certain Janus Henderson ETFs. Any additions, modifications, or deletions to the broker-dealer firms identified that have
occurred since that date are not reflected.
With respect to non-exchange-traded Janus Henderson funds, Janus Capital or its affiliates may pay fees,
from their own assets, to selected brokerage firms, banks, financial advisors, retirement plan service providers, and other financial intermediaries that sell the Janus Henderson funds for distribution, marketing, promotional, or related services,
and/or for providing recordkeeping, subaccounting, transaction processing, and other shareholder or administrative services (including payments for processing transactions via National Securities Clearing Corporation (NSCC) or other
means) in connection with investments in the
20
Janus Henderson funds. These fees are in addition to any fees that may be paid by the Janus Henderson funds for these types of services or other services. Shareholders investing through an
intermediary should consider whether such arrangements exist when evaluating any recommendations from an intermediary.
In addition, Janus Capital or its
affiliates may also share certain marketing expenses with intermediaries, or pay for or sponsor informational meetings, seminars, client awareness events, support for marketing materials, sales reporting, or business building programs for such
intermediaries to raise awareness of the Janus Henderson funds. Janus Capital or its affiliates may also pay intermediaries for the development of technology platforms and reporting systems. Janus Capital or its affiliates may make payments to
participate in intermediary marketing support programs which may provide Janus Capital or its affiliates with one or more of the following benefits: attendance at sales conferences, participation in meetings or training sessions, access to or
information about intermediary personnel, use of an intermediarys marketing and communication infrastructure, fund analysis tools, business planning and strategy sessions with intermediary personnel, information on industry- or
platform-specific developments, trends and service providers, and other marketing-related services. Such payments may be in addition to, or in lieu of, the payments described above. These payments are intended to promote the sales of Janus Henderson
funds and to reimburse financial intermediaries, directly or indirectly, for the costs that they or their salespersons incur in connection with educational seminars, meetings, and training efforts about the Janus Henderson funds to enable the
intermediaries and their salespersons to make suitable recommendations, provide useful services, and maintain the necessary infrastructure to make the Janus Henderson funds available to their customers.
The receipt of (or prospect of receiving) payments, reimbursements, and other forms of compensation described above may provide a financial intermediary and
its salespersons with an incentive to favor sales of Janus Henderson funds shares over sales of other funds (or non-investment company investments), with respect to which the financial intermediary does not receive such payments or receives
them in a lower amount. The receipt of these payments may cause certain financial intermediaries to elevate the prominence of the Janus Henderson funds within such financial intermediarys organization by, for example, placement on a list of
preferred or recommended funds and/or the provision of preferential or enhanced opportunities to promote the Janus Henderson funds in various ways within such financial intermediarys organization.
From time to time, certain financial intermediaries approach Janus Capital to request that Janus Capital make contributions to certain charitable
organizations. In these cases, Janus Capitals contribution may result in the financial intermediary, or its salespersons, recommending Janus Henderson funds over other funds (or non-mutual fund investments).
The payment arrangements described above will not change the price an investor pays for shares nor the amount that a Janus Henderson fund receives to invest on
behalf of the investor. You should consider whether such arrangements exist when evaluating any recommendations from an intermediary to purchase or sell shares of a Fund. Please contact your financial intermediary or plan sponsor for details on such
arrangements.
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ADDITIONAL INFORMATION ABOUT JANUS CAPITAL
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Janus Capital acts as adviser to a number of mutual funds and exchange-traded funds. In addition, it acts as subadviser for a
number of private-label mutual funds and provides separate account advisory services for institutional accounts. Janus Capital may also manage its own proprietary accounts, as well as other pooled investment vehicles, such as hedge funds. Janus
Capital has a fiduciary responsibility to manage all client accounts in a fair and equitable manner. As such, investment decisions for each account managed by Janus Capital, including the Funds, are made independently from those for any other
account that is or may in the future become managed by Janus Capital or its affiliates. If, however, a number of accounts managed by Janus Capital are contemporaneously engaged in the purchase or sale of the same security, the orders may be
aggregated and/or the transactions may be averaged as to price and allocated to each account in accordance with allocation procedures adopted by Janus Capital. Partial fills for the accounts of two or more portfolio managers will be allocated pro
rata under procedures adopted by Janus Capital. Circumstances may arise under which Janus Capital may determine that, although it may be desirable and/or suitable that a particular security or other investment be purchased or sold for more than one
account, there exists a limited supply or demand for the security or other investment. Janus Capital seeks to allocate the opportunity to purchase or sell that security or other investment among accounts on an equitable basis by taking into
consideration factors including, but not limited to, size of the portfolio, concentration of holdings, investment objectives and guidelines, purchase costs, and cash availability. Janus Capital, however, cannot assure equality of allocations among
all its accounts, nor can it assure that the opportunity to purchase or sell a security or other investment will be proportionally allocated among accounts according to any
21
particular or predetermined standards or criteria. In some cases, these allocation procedures may adversely affect the price paid or received by an account or the size of the position obtained or
liquidated for an account. In others, however, the accounts ability to participate in volume transactions may produce better executions and prices for the accounts.
With respect to allocations of initial public offerings of equity securities or syndicate offerings of bonds (each a Primary Offering), under
Primary Offering allocation procedures adopted by Janus Capital, an account may participate in a Primary Offering if the portfolio managers believe the Primary Offering is an appropriate investment based on the accounts investment
restrictions, risk profile, asset composition, and/or cash levels. For equity securities, these Primary Offering allocation procedures generally require that all shares purchased in a Primary Offering be allocated to all participating accounts based
upon a portfolio managers initial indication of interest (i.e., his or her desired number of shares or the aggregate amount to be invested). For syndicated bond offerings, the Primary Offering procedures generally require that all bonds
purchased be allocated on a pro rata basis to all participating accounts within the same investment strategy (as opposed to pro rata across all participating accounts). To the extent a fund, such as a new fund, has only affiliated shareholders, such
as a portfolio manager or an adviser, and the fund participates in a Primary Offering, those shareholders may be perceived as receiving a benefit and, as a result, may have a conflict with management of the fund.
Janus Capital is permitted to adjust its allocation procedures to address fractional shares, odd lots, or minimum issue sizes. In certain circumstances, and
subject to its allocation procedures, Janus Capital may deviate from a pro-rata allocation to account for allocation sizes that are deemed, by the portfolio managers, to be de minimis to certain eligible accounts or to address situations specific to
individual accounts (e.g., cash limitations, position weightings, etc.). Participation in Primary Offerings may impact performance. In particular, the allocation of securities may have the unintended consequence of having a greater impact (positive
or negative) on the performance of one or more accounts compared to other accounts.
Janus Capital manages long and short portfolios. The simultaneous
management of long and short portfolios creates potential conflicts of interest in fund management and creates potential risks such as the risk that short sale activity could adversely affect the market value of long positions in one or more funds
(and vice versa), the risk arising from the sequential orders in long and short positions, and the risks associated with the trade desk receiving opposing orders in the same security at the same time.
Janus Capital has adopted procedures that it believes are reasonably designed to mitigate these and other potential conflicts and risks. Among other things,
Janus Capital has trade allocation procedures in place as previously described. In addition, procedures prohibit a portfolio manager from executing a short sale on a security held long in any other portfolio that he or she manages but is not held
long in the account in which the portfolio manager is placing the short. Note this does not prohibit shorting against the box. The procedures also require approvals of Janus Capital senior management in other situations that raise potential
conflicts of interest, as well as periodic monitoring of long and short trading activity of the Janus Henderson funds and accounts.
Each Fund and other
funds advised by Janus Capital or its affiliates may also transfer daily uninvested cash balances into one or more joint trading accounts. Assets in the joint trading accounts are invested in money market instruments and the proceeds are allocated
to the participating funds on a pro rata basis.
Pursuant to the provisions of the 1940 Act, each Fund may participate in an affiliated or
non-affiliated cash sweep program. In the cash sweep program, uninvested cash balances of each Fund may be used to purchase shares of affiliated or non- affiliated money market funds or cash management pooled investment vehicles that operate
pursuant to the provisions of the 1940 Act that govern the operation of money market funds. All funds are eligible to participate in the cash sweep program (the Investing Funds). As adviser, Janus Capital has an inherent conflict of
interest because of its fiduciary duties to the affiliated money market funds or cash management pooled investment vehicles and the Investing Funds. In addition, Janus Capital receives an investment advisory fee for managing the cash management
vehicle used for its securities lending program, and therefore may have an incentive to allocate collateral to the cash management vehicle rather than to other collateral management options for which Janus Capital does not receive compensation.
Each account managed by Janus Capital has its own investment objective and policies and is managed accordingly by the respective portfolio managers. As a
result, from time to time, two or more different managed accounts may pursue divergent investment strategies with respect to investments or categories of investments.
ALPS Distributors, Inc.s Code of Ethics
Pursuant
to Rule 17j-1 under the 1940 Act, the Trustees have approved a Code of Ethics adopted by ALPS Distributors, Inc. The Code of Ethics is intended to ensure that the interests of shareholders and other clients are placed ahead of any personal interest,
22
that no undue personal benefit is obtained from the persons employment activities and that actual and potential conflicts of interest are avoided.
The Code of Ethics applies to the personal investing activities of ALPS Distributors, Inc. (Access Persons). Rule
17j-1 and the Code of Ethics are designed to prevent unlawful practices in connection with the purchase or sale of securities by Access Persons. Under the Code of Ethics, Access Persons are permitted to engage
in personal securities transactions, but are required to report their personal securities transactions for monitoring purposes. The Code of Ethics permits personnel subject to the Code to invest in securities subject to certain limitations,
including securities that may be purchased or held by a Fund. In addition, certain Access Persons are required to obtain approval before investing in initial public offerings or private placements. The Code of Ethics is on file with the SEC, and is
available to the public.
Janus Capital Personal Code of Ethics
Janus Capital currently has in place the Personal Code of Ethics, which is comprised of the Personal Account Dealing Policy, the Gift and Entertainment
Received Policy, the Outside Business Activities Policy, and the Political Activities Policy. The Personal Code of Ethics is designed to ensure Janus Capital personnel: (i) observe applicable legal (including compliance with applicable federal
securities laws) and ethical standards in the performance of their duties; (ii) at all times place the interests of the Fund shareholders first; (iii) disclose all actual or potential conflicts; (iv) adhere to the highest standards of
loyalty, candor, and care in all matters relating to the Fund shareholders; (v) conduct all personal trading, including transactions in the Funds and other securities, consistent with the Personal Code of Ethics and in such a manner as to avoid
any actual or potential conflict of interest or any abuse of their position of trust and responsibility; and (vi) refrain from using any material nonpublic information in securities trading. The Personal Code of Ethics is on file with and
available from the SEC through the SEC website at http://www.sec.gov.
Under the Personal Account Dealing Policy, all Janus Capital personnel, as well as
the Trustees and Officers of the Funds, are required to conduct their personal investment activities in a manner that Janus Capital believes is not detrimental to the Funds. In addition, Janus Capital personnel are not permitted to transact in
securities held by the Funds for their personal accounts except under circumstances specified in the Personal Account Dealing Policy. All personnel of Janus Capital and the Funds, as well as certain other designated employees deemed to have access
to current trading information, are required to pre-clear all transactions in securities not otherwise exempt. Requests for trading authorization will be denied when, among other reasons, the proposed personal
transaction would be contrary to the provisions of the Personal Account Dealing Policy.
In addition to the pre-clearance requirement described above, the
Personal Account Dealing Policy subjects such personnel to various trading restrictions and reporting obligations. All reportable transactions are reviewed for compliance with the Personal Account Dealing Policy and under certain circumstances Janus
Capital personnel may be required to forfeit profits made from personal trading.
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PROXY VOTING POLICIES AND PROCEDURES
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Each Funds Trustees have delegated to Janus Capital the authority to vote all proxies relating to such Funds
portfolio securities in accordance with Janus Capitals own policies and procedures. A summary of Janus Capitals policies and procedures is available without charge: (i) upon request, by calling 1-800-525-0020; (ii) on the Funds website at janushenderson.com/proxyvoting; and (iii) on the SECs website at http://www.sec.gov.
A complete copy of Janus Capitals proxy voting policies and procedures, including specific guidelines, is available at janushenderson.com/proxyvoting.
Each Funds proxy voting record for the one-year period ending each June 30th is available, free of charge, through
janushenderson.com/proxyvoting and from the SECs through the SEC website at http://www.sec.gov.
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JANUS CAPITAL MANAGEMENT LLC
PROXY VOTING SUMMARY FOR THE FUNDS
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Janus Capital seeks to vote proxies in the best interest of its shareholders and without regard to any other Janus Capital
relationship (business or otherwise).
23
Proxy Voting Procedures
Janus Capital has adopted proxy voting procedures (the Proxy Voting Procedures) and developed proxy voting guidelines (the Janus
Guidelines) that are intended to ensure that votes are cast in the best interest of clients and shareholders, including by mitigating any potential conflicts of interest.
The Janus Guidelines outline how Janus Capital generally votes proxies for securities held in the funds and accounts it manages. The Janus Guidelines, which
include recommendations on most major corporate issues, are developed by the Janus Henderson Proxy Voting Committee (the Proxy Voting Committee) in consultation with Janus Capitals portfolio managers. The Proxy Voting Committee is
composed of representatives from the Office of the Treasurer, Operations Control, Compliance, as well as Governance and Responsible Investing, and equity portfolio management; and assisted by a non-voting
member from the Legal group. The Proxy Voting Committee also engages Institutional Shareholder Services Inc. (ISS) (the Proxy Voting Service) to provide research and recommendations on policies and guidelines.
Although Janus Capital has created the Proxy Voting Committee to provide guidance on general proxy issues and engaged the Proxy Voting Service to provide
research and recommendations on specific ones, Janus Capitals portfolio managers are ultimately responsible for determining how to vote proxies with respect to securities held in the portfolios they manage. The Janus Guidelines identify votes
where portfolio manager input is neither requested nor required along with votes where portfolio manager input is requested or required. The portfolio managers have elected to generally vote in accordance with the Janus Guidelines, in accordance
with the Proxy Voting Service recommendation where portfolio manager input is required, and in accordance with the votes of another portfolio manager that also holds those securities if that other portfolio manager is better situated to make a
determination on the particular proxy issue and instructs a vote contrary to the Janus Guidelines or to the Proxy Voting Service recommendation.
Certain Funds may participate in a securities lending program under which shares of an issuer may be on loan while that issuer is conducting a proxy
solicitation. Generally, if shares of an issuer are on loan during a proxy solicitation, a Fund cannot vote the shares. The portfolio managers have discretion to pull back lent shares before proxy record dates and vote proxies if time permits.
The Proxy Voting Committees oversight responsibilities include monitoring for, and resolving, potential and actual material conflicts of interest
with respect to proxy voting. A conflict of interest may arise from a number of situations, including but not limited to a business relationship between Janus Capital and the issuer, an inducement provided to portfolio management by the issuer or
its agents or a personal relationship between portfolio management and the management of the issuer. Janus Capital believes that default application of the Janus Guidelines should, in most cases, adequately address any possible conflicts of
interest. However, the potential for conflicts of interest exists in instances where portfolio management exercises discretion to (i) vote against the Janus Guidelines or (ii) vote against ISS benchmark recommendation and with
management on an item that has been referred. In those circumstances (together, exception votes), portfolio management is required to provide a sufficient written rationale for their vote. On a quarterly basis, the Proxy Voting Committee
reviews exception votes and assesses the adequacy of portfolio managements stated rationale. If the Proxy Voting Committee does not agree that portfolio managements rationale is reasonable with regards to a potential or actual personal
conflict of interest the proxy vote will be cast in accordance with the Janus Guidelines or as instructed by the Chief Investment Officer or a delegate. If the Proxy Voting Committee does not agree that portfolio managements rational is
reasonable with regards to a potential or actual business conflict of interest, the proxy vote will be cast in accordance with the Janus Guidelines or as instructed by the Proxy Voting Committee.
Proxy Voting Policies
As discussed above, the Proxy
Voting Committee has developed the Janus Guidelines for use in voting proxies. Below is a summary of some of the Janus Guidelines.
Board of
Directors Issues
Janus Capital: (i) will generally vote in favor of slates of director candidates that are comprised of a majority of
independent directors; (ii) will generally vote in favor of proposals to increase the minimum number of independent directors; and (iii) will generally oppose non-independent directors who serve on the audit, compensation, and/or
nominating committees of the board.
Auditor Issues
Janus Capital will generally oppose proposals asking for approval of auditors that have a financial interest in or association with the company and are
therefore not independent.
24
Equity and Executive Compensation Issues
Janus Capital will generally vote in favor of equity-based compensation plans unless they create an inconsistent relationship between long-term share performance and compensation, do not demonstrate good stewardship of investors interests, or contain problematic features. Proposals regarding the re-pricing of underwater options (stock
options in which the price the employee is contracted to buy shares is higher than the current market price) and the issuance of reload options (stock options that are automatically granted if outstanding stock options are exercised during a window
period) will generally be opposed. Janus Capital will generally vote in favor with regard to advisory votes on executive compensation (say-on-pay), unless problematic
pay practices are maintained.
General Corporate Issues
Janus Capital: (i) will generally oppose proposals regarding supermajority voting rights (for example, to approve acquisitions or mergers); (ii) will
generally oppose proposals for different classes of stock with different voting rights; and (iii) will generally oppose proposals seeking to implement measures designed to prevent or obstruct corporate takeovers, unless such measures are
designed primarily as a short-term means to protect a tax benefit or are structured in a way that give shareholders the ultimate decision on any proposal or offer, and are proposed in a transparent and independent fashion. Janus Capital will review
proposals relating to mergers, acquisitions, tender offers, and other similar actions on a case-by-case basis.
Shareholder Proposals
If a shareholder proposal is specifically addressed by the Janus Guidelines, Janus Capital will generally vote pursuant to that Janus Guideline. Janus
Capitals first priority is to act as a fiduciary in the best interests of its clients. Janus Capital recognizes that environmental, social, moral, or ethical issues present risks and opportunities that can have an impact on company financial
performance. Janus Capital strives to balance these issues in a manner consistent with its fiduciary obligations. Janus Capital will generally vote with management on these matters unless it identifies areas of weakness or deficiency relative to
peers and/or industry best practices or it feels that management has failed to adequately respond to shareholder concerns. In such instances Janus Capital will review these matters on a case-by-case basis, consistent with its fiduciary obligations
to clients. Janus Capital will solicit additional research from its Proxy Voting Service for proposals outside the scope of the Janus Guidelines.
25
CUSTODIAN, TRANSFER AGENT
AND CERTAIN AFFILIATIONS
State Street Bank and Trust Company (State Street or the Custodian), P.O. Box 0351, Boston, Massachusetts 02117-0351 is the custodian
of the domestic securities and cash of the Funds and of an affiliated cash management pooled investment vehicle. State Street is the designated Foreign Custody Manager (as the term is defined in Rule 17f-5 under the 1940 Act) of the Funds
securities and cash held outside the United States. The Funds Trustees have delegated to State Street certain responsibilities for such assets, as permitted by Rule 17f-5. State Street and the foreign subcustodians selected by it hold the
Funds assets in safekeeping and collect and remit the income thereon, subject to the instructions of each Fund. State Street also serves as transfer agent for the shares of each Fund (Transfer Agent).
State Street also provides certain fund administration services to each Fund, including services related to the Funds accounting, including calculating
the daily NAV, audit, tax, and reporting obligations, pursuant to an Agreement with Janus Capital, on behalf of each Fund. Janus Capital may cancel this Agreement at any time with 90 days notice. As compensation for such services, Janus
Capital pays State Street a fee based on a percentage of each Funds assets, with a minimum flat fee, per Fund, for certain services. Janus Capital serves as administrator to the Funds, providing oversight and coordination of the Funds
service providers, recordkeeping and other administrative services. Janus Capital does not receive any additional compensation, beyond the unitary fee, for serving as administrator.
The following table summarizes the fees received by State Street for custodian, transfer agent and sub-administrative services for the fiscal years ended
October 31, 2019, 2018 and 2017 for each Fund.
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Fund Name
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Fiscal Year Ended
October 31, 2019
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|
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Fiscal Year Ended
October 31, 2018
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|
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Fiscal Year Ended
October 31, 2017
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The
Obesity ETF
|
|
$
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120,524
|
|
|
$
|
111,835
|
|
|
$
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106,602
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The
Organics ETF
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|
$
|
120,122
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|
|
$
|
113,543
|
|
|
$
|
108,366
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Pursuant to agreements with Janus Capital on behalf of the Funds, State Street Global Markets, an affiliate of
State Street, may execute portfolio transactions for the Funds, including but not limited to, transactions in connection with cash in lieu transactions (as described under Fund Deposit) for non-US
securities.
ALPS Distributors, Inc. (ALPS or the Distributor), 1290 Broadway, #1000, Denver, CO 80203-5603 is registered as a broker-dealer under the Securities Exchange Act of 1934 and is a member of the Financial Industry Regulatory Authority, Inc. (FINRA). ALPS acts as the agent of the Funds in connection with the sale of
their shares in all states in which such shares are registered and in which ALPS is qualified as a broker-dealer. Under the Distribution Agreement, ALPS offers Creation Units of each Funds shares on an ongoing basis.
Pursuant to an agreement with ALPS, Janus Distributors LLC (dba Janus Henderson Distributors), 151 Detroit Street, Denver, Colorado
80206-4805, a wholly-owned subsidiary of Janus Capital, and a member of FINRA, may provide marketing and promotional services on behalf of the Funds. Janus Henderson Distributors does not receive any compensation from the Funds or ALPS for such
services.
26
PORTFOLIO TRANSACTIONS AND
BROKERAGE
Janus Capital places all portfolio transactions of the Funds. Janus Capital has a policy
of seeking to obtain the best execution of all portfolio transactions (the best net prices under the circumstances based upon a number of factors including and subject to the factors discussed below) provided that Janus Capital may
occasionally pay higher commissions for research services as described below. Each Fund may trade foreign securities in foreign countries because the best available market for these securities is often on foreign exchanges. In transactions on
foreign stock exchanges, brokers commissions are frequently fixed and are often higher than in the United States, where commissions are negotiated.
Janus Capital considers a number of factors in seeking best execution in selecting broker-dealers and in establishing commissions on transactions. Those
factors include, but are not limited to: Janus Capitals knowledge of currently available established commission rates, prices of securities currently available, and other current transaction costs associated with various trading tools,
channels and venues; the nature, liquidity, size and type of the security being traded; the nature and character of the markets for the security to be purchased or sold; the desired timing or urgency of the trade pursuant to the investment decision;
the activity existing and expected in the market for the particular security; the ability of a broker to maintain confidentiality, including trade anonymity; the quality of the execution, clearance, and settlement services of a broker-dealer;
financial stability of the broker-dealer and the existence of actual or apparent operational problems of the broker-dealer; principal commitment by the broker-dealer to facilitate the transactions; and with respect to equity transactions for a Janus
Henderson Fund that may utilize client commission agreements (CCAs) (as described below), the value of research products or services provided by a broker-dealer. In recognition of the value of the foregoing factors, and as permitted by
Section 28(e) of the Securities Exchange Act of 1934, as amended, Janus Capital may place portfolio transactions with a broker-dealer at a commission rate (or charge) that is in excess of the commission (or charge) another broker-dealer would have
charged for effecting that transaction if Janus Capital determines in good faith that the amount of such commission (or charge) was reasonable in light of the value of the brokerage and research services provided by such broker-dealer or provided by
third parties viewed in terms of either that particular transaction or of the overall responsibilities of Janus Capital with respect to all client accounts. If the Fund utilizes research services, such services must qualify as advice,
analyses, or reports. To determine that a service constitutes eligible research services, Janus Capital must conclude that it reflects the expression of reasoning or knowledge relating to the value of securities,
advisability of effecting transactions in securities or analyses, or reports concerning issuers, securities, economic factors, investment strategies, or the performance of accounts. To constitute eligible brokerage services, such
services must effect securities transactions and functions incidental thereto, and include clearance, settlement, and the related custody services. Additionally, brokerage services have been interpreted to include services relating to the execution
of securities transactions. Research received from brokers or dealers is supplemental to Janus Capitals own research efforts. Because Janus Capital receives a benefit from the research and brokerage services it receives from broker-dealers,
Janus Capital has an incentive to continue to use those broker-dealers to effect transactions instead of other broker-dealers who do not provide such services, but who may execute transactions at a lower price. Janus Capital does not consider a
broker-dealers sale of Fund shares when choosing a broker-dealer to effect transactions.
Cross trades, in which one Janus Capital
account sells a particular security to another Janus Capital account (potentially saving transaction costs for both accounts), may also pose a potential conflict of interest. Cross trades may be seen to involve a potential conflict of interest if,
for example, one account is permitted to sell a security to another account at a higher price than an independent third party would pay. Janus Capital and the Funds Trustees have adopted compliance procedures that provide that any transactions
between each Fund and another Janus-advised account are to be made at an independent current market price, as required by law. There is also a potential conflict of interest when cross trades involve a Janus Henderson fund that has substantial
ownership by Janus Capital. At times, Janus Capital may have a controlling interest of a Fund involved in a cross trade.
For the fiscal year ended
October 31, 2019, the total brokerage commissions paid by the Funds to brokers and dealers in transactions identified for execution primarily on the basis of research and other services provided to the Funds are summarized below.
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Fund Name
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Commissions
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Transactions
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The
Obesity ETF
|
|
$
|
0
|
|
|
$
|
0
|
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The
Organics ETF
|
|
$
|
0
|
|
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$
|
0
|
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Additionally, Janus Capital does not guarantee any broker the placement of a predetermined amount of securities
transactions in return for the research or brokerage services it provides. Janus Capital does, however, allocate transactions among brokers in a manner consistent with its execution policies, which provide that Janus Capital may seek brokers that it
has identified as
27
providing execution-related services, research, or research-related products of a particular benefit to Janus Capitals clients. Janus Capital has entered into CCAs with certain
broker-dealers under which the broker-dealers may use a portion of their commissions to pay third parties or other broker-dealers that provide Janus Capital with brokerage or research services, as permitted under Section 28(e) of the Securities
Exchange Act of 1934. CCAs allow Janus Capital to direct broker-dealers to pool commissions that are generated from orders executed at that broker-dealer, and then periodically direct the broker-dealer to pay third parties or other broker-dealers
for research or brokerage services. All uses of CCAs by Janus Capital are subject to applicable law and Janus Capitals best execution obligations. Brokerage and research products and services furnished by brokers may, however, be used in
servicing any or all of the clients of Janus Capital, and such brokerage or research products and services may not necessarily be used by Janus Capital in connection with the same accounts that paid the commissions or charges to the broker or third
party providing such brokerage or research products and services. In addition, such research products and services may not always be used in connection with management of the Fund. Similarly, research and brokerage services paid for with commissions
generated by equity trades may be used for fixed-income clients that normally do not pay brokerage commissions or other clients whose commissions are generally not used to obtain such research and brokerage services.
Janus Capital may also use step-out or sponsorship transactions in order to receive research products and related services. In step-out or sponsorship
transactions, Janus Capital directs trades to a broker-dealer with the instruction that the broker-dealer execute the transaction, but direct all or a portion of the transaction or commission in favor of another broker-dealer that provides such
products and/or services. The second broker-dealer may clear and settle and receive commissions for the remaining portion. In a new issue designation, Janus Capital directs purchase orders to a broker-dealer that is a selling group member or
underwriter of an equity or fixed-income new issue offering. Janus Capital directs that broker-dealer to designate a portion of the broker-dealers commission on the new issue purchase to a second broker-dealer(s) that provides such products
and/or services. Given Janus Capitals receipt of such products and services in connection with step-out or sponsorship transactions and new issue designations, Janus Capital has an incentive to continue to engage in such transactions; however,
Janus Capital only intends to utilize step-out or sponsorship transactions and new issue designations when it believes that doing so would not hinder best execution efforts.
The Fund generally buys and sells fixed-income securities, as applicable, in principal and agency transactions in which no brokerage commissions are paid.
However, the Fund may engage an agent and pay commissions for such transactions if Janus Capital believes that the net result of the transaction to the Fund will be no less favorable than that of contemporaneously available principal transactions.
The implied cost of executing fixed-income securities transactions of the Fund primarily will consist of bid-offer spreads at which brokers will transact. The spread is the difference between the prices at which the broker is willing to purchase and
sell the specific security at the time.
When a Fund purchases or sells a security in the over-the-counter market, the transaction takes place
directly with a principal market-maker, without the use of a broker, except in those circumstances where, in the opinion of Janus Capital, better prices and executions will be achieved through the use of a broker.
Creation or redemption transactions, to the extent consisting of cash, may require a Fund to contemporaneously transact with broker-dealers for purchases of
Deposit Securities (as defined under Fund Deposit) or sales of Fund Securities (as defined under Redemption of Creation Units), including any foreign exchange, as applicable. Such transactions with a particular broker-dealer may be
conditioned upon the broker-dealers agreement to transact at guaranteed price levels in order to reduce transaction costs the Funds would otherwise incur as a consequence of settling creation or redemption baskets in cash rather than in-kind.
The following table summarizes the total amount of brokerage commissions paid by each Fund for the fiscal years ended October 31, 2019, 2018 and 2017.
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Fund Name
|
|
For the Fiscal
Year Ended
October 31, 2019
|
|
|
For the Fiscal
Year Ended
October 31, 2018
|
|
|
For the Fiscal
Year Ended
October 31, 2017
|
|
The
Obesity ETF
|
|
$
|
2,072
|
|
|
$
|
2,729
|
|
|
$
|
994
|
|
The
Organics ETF
|
|
$
|
5,095
|
|
|
$
|
6,725
|
|
|
$
|
3,848
|
|
Brokerage commissions paid by a Fund may vary significantly from year to year because of portfolio turnover rates, varying
market conditions, changes to investment strategies or processes, and other factors.
As of October 31, 2019, the Funds did not own securities of
their regular broker-dealers (or parents).
28
SHARES OF THE TRUST
|
NET ASSET VALUE DETERMINATION
|
As stated in the Funds Prospectuses, the net asset value (NAV) of the shares of each Fund is determined once
each day the New York Stock Exchange (the NYSE) is open, as of the close of its regular trading session (normally 4:00 p.m., New York time, Monday through Friday). The per share NAV of each Fund is computed by dividing the net assets by
the number of the Funds shares outstanding. Securities held by each Fund are valued in accordance with policies and procedures established by and under the supervision of the Trustees (the Valuation Procedures). In determining NAV,
equity securities traded on a domestic securities exchange are generally valued at the closing prices on the primary market or exchange on which they trade. If such price is lacking for the trading period immediately preceding the time of
determination, such securities are valued at their current bid price. If applicable, equity securities that are traded on a foreign exchange are generally valued at the closing prices on such markets. In the event that there is not current trading
volume on a particular security in such foreign exchange, the bid price from the primary exchange is generally used to value the security. Securities that are traded on the over-the-counter markets are generally valued at their closing or latest bid
prices as available. Foreign securities and currencies are converted to U.S. dollars using the applicable exchange rate in effect at the close of the NYSE. Each Fund will determine the market value of individual securities held by it by using prices
provided by one or more approved professional pricing services or, as needed, by obtaining market quotations from independent broker-dealers. Most debt securities are valued in accordance with the evaluated bid price supplied by the pricing service
that is intended to reflect market value. The evaluated bid price supplied by the pricing service is an evaluation that may consider factors such as security prices, yields, maturities, and ratings. Certain short-term securities maturing within 60
days or less may be valued on an amortized cost basis.
Securities for which market quotations or evaluated prices are not readily available or are deemed
unreliable are valued at fair value determined in good faith under the Valuation Procedures. Circumstances in which fair value pricing may be utilized include, but are not limited to: (i) a significant event that may affect the securities of a
single issuer, such as a merger, bankruptcy, or significant issuer-specific development; (ii) an event that may affect an entire market, such as a natural disaster or significant governmental action; (iii) a nonsignificant event such as a
market closing early or not opening, or a security trading halt; and (iv) pricing of a nonvalued security and a restricted or nonpublic security. Special valuation considerations may apply with respect to odd-lot fixed-income
transactions which, due to their small size, may receive evaluated prices by pricing services which reflect a large block trade and not what actually could be obtained for the odd-lot position.
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DISTRIBUTION AND SHAREHOLDER SERVICING PLAN
|
Rule 12b-1 under the 1940 Act, as amended, (the Rule) provides that an investment company may bear expenses of
distributing its shares only pursuant to a plan adopted in accordance with the Rule. The Trustees have adopted a Rule 12b-1 Distribution Plan (Rule 12b-1 Plan) pursuant to which a Fund may pay certain expenses incurred in the
distribution of its shares and the servicing and maintenance of existing shareholder accounts. ALPS, as the Funds principal underwriter, and Janus Capital may have a direct or indirect financial interest in the Rule 12b-1 Plan or any related
agreement. Pursuant to the Rule 12b-1 Plan, a Fund may pay a fee of up to 0.25% of the Funds average daily net assets. No Rule 12b-1 fee is currently being charged to the Funds.
The Rule 12b-1 Plan was approved by the Board, including a majority of the Independent Trustees of the Funds. In approving each Rule 12b-1 Plan, the Trustees
determined that there is a reasonable likelihood that the Rule 12b-1 Plan will benefit each Fund and its shareholders.
The 12b-1 fee may only be imposed
or increased when the Trustees determine that it is in the best interests of shareholders to do so and the imposition of or increase in the 12b-1 fee is first approved by the Funds shareholders. Because these fees are paid out of a Funds
assets on an ongoing basis, to the extent that a fee is authorized, over time they will increase the cost of an investment in the Fund. The Plan fee may cost an investor more than other types of sales charges.
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CREATION AND REDEMPTION OF CREATION UNITS
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The Trust issues and sells shares of the Funds only in Creation Units on a continuous basis through the Distributor, without a
sales load, at the NAV next determined after receipt of an order in proper form as described in the Participant Agreement (as defined below), on any Business Day (as defined below).
A Business Day with respect to each Fund is each day the Listing Exchange is open, which excludes weekends and the following holidays: New
Years Day, Martin Luther King, Jr. Day, Presidents Day, Good Friday, Memorial Day, Independence
29
Day, Labor Day, Thanksgiving Day and Christmas Day. Orders from Authorized Participants to create or redeem Creation Units will only be accepted on a Business Day.
Fund Deposit
The consideration for purchase of Creation
Units of each Fund generally consists of the in-kind deposit of a designated portfolio of securities (including any portion of such securities for which cash may be substituted) (Deposit Securities) and the Cash Component computed as
described below. Together, the Deposit Securities and the Cash Component constitute the Fund Deposit, which will be applicable (subject to possible amendment or correction) to creation requests received in proper form. The Fund Deposit
represents the minimum initial and subsequent investment amount for a Creation Unit of a Fund.
The Cash Component is an amount equal to the
difference between the NAV of the shares (per Creation Unit) and the Deposit Amount, which is an amount equal to the market value of the Deposit Securities, and serves to compensate for any differences between the NAV per Creation Unit
and the Deposit Amount. Payment of any stamp duty or other similar fees and expenses payable upon transfer of beneficial ownership of the Deposit Securities are the sole responsibility of the Authorized Participant purchasing the Creation Unit.
Janus Capital makes available through the NSCC on each Business Day prior to the opening of business on the Listing Exchange, the list of names and the
required number or par value of each Deposit Security and the amount of the Cash Component to be included in the current Fund Deposit (based on information as of the end of the previous Business Day for each Fund). Such Fund Deposit is applicable,
subject to any adjustments as described below, to purchases of Creation Units of shares of a Fund until such time as the next-announced Fund Deposit is made available.
The identity and number or par value of the Deposit Securities change pursuant to changes in the composition of the Funds portfolio and as rebalancing
adjustments and corporate action events are reflected from time to time by Janus Capital with a view to the investment objective of each Fund. The composition of the Deposit Securities may also change in response to adjustments to the weighting or
composition of the component securities constituting a Funds portfolio.
Each Fund reserves the right to permit or require the substitution of a
cash in lieu amount to be added to the Cash Component to replace any Deposit Security that may not be available in sufficient quantity for delivery or that may not be eligible for transfer through Depository Trust Company
(DTC) or the Clearing Process (as discussed below). If permitted by applicable laws to offer Creation Units of a Fund in exchange for the Fund Deposit, the Funds also reserve the right to permit or require a cash in lieu
amount in certain circumstances, including circumstances in which (i) the delivery of the Deposit Security by the Authorized Participant (as described below) would be restricted under applicable securities or other local laws or (ii) the
delivery of the Deposit Security to the Authorized Participant would result in the disposition of the Deposit Security by the Authorized Participant becoming restricted under applicable securities or other local laws, or in certain other situations.
In the case of transactions involving cash in lieu amounts, the Authorized Participant must pay the cash equivalent of the Deposit Securities it would otherwise be required to provide through an in-kind purchase, plus the same Cash
Component required to be paid by an in-kind purchaser. If a purchase or redemption consists solely or partially of cash and the Fund places a brokerage transaction for portfolio securities with a third party broker, an Authorized Participant or its
affiliated broker-dealer, the broker or the Authorized Participant (or an affiliated broker-dealer of the Authorized Participant) may be required, in its capacity as broker-dealer with respect to that transaction, to cover certain brokerage, tax,
foreign exchange, execution, and market impact costs through a brokerage execution guarantee.
Procedures for Creating Creation Units
To be eligible to place orders with the Distributor and to create a Creation Unit of a Fund, an entity must be: (i) a Participating Party,
i.e., a broker-dealer or other participant in the clearing process through the Continuous Net Settlement System of the NSCC (the Clearing Process) or (ii) a DTC Participant, and must have executed an agreement with the Distributor,
with respect to creations and redemptions of Creation Units (Authorized Participant Agreement) (discussed below). A Participating Party or DTC Participant who has executed an Authorized Participant Agreement is referred to as an
Authorized Participant. All shares of a Fund, however created, will be entered on the records of DTC in the name of Cede & Co. for the account of a DTC Participant.
Role of the Authorized Participant
Creation Units may
be purchased only by or through a DTC Participant that has entered into an Authorized Participant Agreement with the Distributor. Such Authorized Participant will agree, pursuant to the terms of such Authorized Participant Agreement and on behalf of
itself or any investor on whose behalf it will act, to certain conditions, including that such
30
Authorized Participant will make available in advance of each purchase of shares an amount of cash sufficient to pay the Cash Component, once the net asset value of a Creation Unit is next
determined after receipt of the purchase order in proper form, together with the transaction fees described below. An Authorized Participant, acting on behalf of an investor, may require the investor to enter into an agreement with such Authorized
Participant with respect to certain matters, including payment of the Cash Component. Investors who are not Authorized Participants must make appropriate arrangements with an Authorized Participant. Investors should be aware that their particular
broker may not be a DTC Participant or may not have executed an Authorized Participant Agreement and that orders to purchase Creation Units may have to be placed by the investors broker through an Authorized Participant. As a result, purchase
orders placed through a non-Authorized Participant may result in additional charges to such investor. The Trust does not expect to enter into an Authorized Participant Agreement with more than a small number of DTC Participants. A list of current
Authorized Participants may be obtained from the Distributor. The Distributor and Transfer Agent have adopted guidelines regarding Authorized Participants transactions in Creation Units that are made available to all Authorized Participants.
These guidelines set forth the processes and standards for Authorized Participants to transact with the Distributor, Transfer Agent, and their agents in connection with creation and redemption transactions, as applicable.
Placement of Creation Orders
Fund Deposits must be
delivered through the Federal Reserve System (for cash and U.S. government securities), through DTC (for corporate and municipal securities) or through a central depository account, such as with Euroclear or DTC, maintained by the Custodian or a
subcustodian (a Central Depository Account). Any portion of a Fund Deposit that may not be delivered through the Federal Reserve System or DTC must be delivered through a Central Depository Account. The Fund Deposit transfers made
through DTC must be ordered by the DTC Participant in a timely fashion so as to ensure the delivery of the requisite number of Deposit Securities through DTC to the account of each Fund generally before 3:00 p.m., Eastern time on the Settlement
Date. Fund Deposit transfers made through the Federal Reserve System must be deposited by the participant institution in a timely fashion so as to ensure the delivery of the requisite number or amount of Deposit Securities or cash through the
Federal Reserve System to the account of each Fund generally before 3:00 p.m., Eastern time on the Settlement Date. Fund Deposit transfers made through a Central Depository Account must be completed pursuant to the requirements established by the
Custodian or subcustodian for such Central Depository Account generally before 2:00 p.m., Eastern time on the Settlement Date. The Settlement Date for all funds is generally the second business day after the Transmittal Date. All
questions as to the number of Deposit Securities to be delivered, and the validity, form and eligibility (including time of receipt) for the deposit of any tendered securities, will be determined by the Trust, whose determination shall be final and
binding. The amount of cash equal to the Cash Component must be transferred directly to the Custodian through the Federal Reserve Bank wire transfer system in a timely manner so as to be received by the Custodian generally before 3:00 p.m., Eastern
time on the Settlement Date. If the Cash Component and the Deposit Securities are not received by 3:00 p.m., Eastern time on the Settlement Date, the creation order may be canceled. Upon written notice to the Distributor, such canceled order may be
resubmitted the following Business Day using a Fund Deposit as newly constituted to reflect the then current NAV of each Fund. The delivery of Creation Units so created generally will occur no later than the second Business Day following the day on
which the purchase order is deemed received by the Distributor, provided that the relevant Fund Deposit has been received by each Fund prior to such time.
Purchase Orders
To initiate an order for a Creation
Unit, an Authorized Participant must submit to the Distributor or its agent an irrevocable order to purchase shares of a Fund, in proper form, by the Cutoff Time (as defined below). The Distributor or its agent will notify Janus Capital and the
custodian of such order. The custodian will then provide such information to any appropriate subcustodian. Procedures and requirements governing the delivery of the Fund Deposit are set forth in the procedures handbook for Authorized Participants
and may change from time to time. Investors, other than Authorized Participants, are responsible for making arrangements for a creation request to be made through an Authorized Participant. The Distributor or its agent will provide a list of current
Authorized Participants upon request. Those placing orders to purchase Creation Units through an Authorized Participant should allow sufficient time to permit proper submission of the purchase order to the Distributor or its agent by the Cutoff Time
(as defined below) on such Business Day.
The Authorized Participant must also make available on or before the contractual settlement date, by means
satisfactory to a Fund, immediately available or same day funds estimated by a Fund to be sufficient to pay the Cash Component next determined after acceptance of the purchase order, together with the applicable purchase transaction fees. Any excess
funds will be returned following settlement of the issue of the Creation Unit. Those placing orders should ascertain the deadline for cash transfers by contacting the operations department of the broker or depositary institution effectuating the
transfer of the Cash
31
Component. This deadline is likely to be significantly earlier than the Cutoff Time of a Fund. Investors should be aware that an Authorized Participant may require orders for purchases of shares
placed with it to be in the particular form required by the individual Authorized Participant.
The Authorized Participant is responsible for any and all
expenses and costs incurred by each Fund, including any applicable cash amounts, in connection with any purchase order.
Timing of Submission of
Purchase Orders
An Authorized Participant must submit an irrevocable order to purchase shares of the Funds generally between 4:01 p.m. and
5:00 p.m., Eastern time on any Business Day in order to receive the next Business days NAV. Notwithstanding the foregoing, the Funds may, but are not required to permit orders after the Cutoff Time, as defined below. On days when
the Listing Exchange closes earlier than normal, the Funds may require orders to create or redeem creation units to be placed earlier in the day. Creation Orders must be transmitted by an Authorized Participant by telephone or other transmission
method acceptable to the Distributor or its agent pursuant to procedures set forth in the Authorized Participant Agreement, as described below. Economic or market disruptions or changes, or telephone or other communication failure, may impede the
ability to reach the Distributor or its agent or an Authorized Participant. Orders to create shares of a Fund that are submitted on the Business Day immediately preceding a holiday or a day (other than a weekend) when the equity markets in the
relevant foreign market are closed may be charged the maximum additional charge for creation unit transactions as set forth in this SAI to account for transaction cost incurred by the Funds. The Funds deadline specified above for the
submission of purchase orders is referred to as the Funds Cutoff Time. The Distributor or its agent, in their discretion, may permit the submission of such orders and requests by or through an Authorized Participant at any time
(including on days on which the Listing Exchange is not open for business) via communication through the facilities of the Distributors or its Transfer Agents proprietary website maintained for this purpose. Purchase orders and
redemption requests, if accepted by the Trust, will be processed based on the NAV next determined after such acceptance. However, to account for transaction costs otherwise incurred by a Fund, an Authorized Participant that submits an order to the
Distributor outside of the window stated above, may be charged the maximum additional charge for Creation Unit transactions as set forth below in this SAI.
Acceptance of Orders for Creation Units
Subject to the
conditions that (i) an irrevocable purchase order has been submitted by the Authorized Participant (either on its own or another investors behalf) and (ii) arrangements satisfactory to a Fund are in place for payment of the Cash
Component and any other cash amounts which may be due, a Fund will accept the order, subject to a Funds right (and the right of the Distributor and Janus Capital) to reject any order until acceptance, as set forth below.
Once a Fund has accepted an order, upon the next determination of the net asset value of the shares, the Fund will confirm the issuance of a Creation Unit,
against receipt of payment, at such net asset value. The Distributor or its agent will then transmit a confirmation of acceptance to the Authorized Participant that placed the order.
Each Fund reserves the absolute right to reject or revoke a creation order transmitted to it by the Distributor or its agent if (i) the order is not in
proper form; (ii) the investor(s), upon obtaining the shares ordered, would own 80% or more of the currently outstanding shares of a Fund; (iii) the Deposit Securities delivered do not conform to the identity and number of shares
specified, as described above; (iv) acceptance of the Deposit Securities would have certain adverse tax consequences to a Fund; (v) acceptance of the Fund Deposit would, in the opinion of counsel, be unlawful; (vi) acceptance of the
Fund Deposit would, in the discretion of a Fund or Janus Capital, have an adverse effect on a Fund or the rights of beneficial owners; or (vii) circumstances outside the control of a Fund, the Distributor or its agent and Janus Capital make it
impracticable to process purchase orders. The Distributor or its agent shall notify a prospective purchaser of a Creation Unit and/or the Authorized Participant acting on behalf of such purchaser of its rejection of such order. The Funds, Transfer
Agent, subcustodian, and Distributor or their agents are under no duty, however, to give notification of any defects or irregularities in the delivery of Fund Deposits nor shall any of them incur any liability for failure to give such notification.
Issuance of a Creation Unit
Except as provided
herein, a Creation Unit will not be issued until the transfer of good title to a Fund of the Deposit Securities and the payment of the Cash Component have been completed. When the subcustodian has confirmed to the custodian that the securities
included in the Fund Deposit (or the cash value thereof) have been delivered to the account of the relevant subcustodian or subcustodians, the Distributor or its agent and Janus Capital shall be notified of such delivery and a Fund will issue and
cause the delivery of the Creation Unit. Creation Units for the Funds typically are issued on a T+2 basis (i.e., two
32
Business Days after trade date). Further, as discussed in Regular Holidays, each Fund reserves the right to settle Creation Unit transactions on a basis other than T+2 in order to
accommodate foreign market holiday schedules, to account for different Business Days after trade date). Further, as discussed in Regular Holidays, each Fund reserves the right to settle Creation Unit transactions on a basis other than
T+2 in order to accommodate foreign market holiday schedules, to account for different treatment among foreign and U.S. markets, as applicable, of dividend record dates and ex-dividend dates (i.e., the last day the holder of a security can sell the
security and still receive dividends payable on the security) and in certain other circumstances.
To the extent contemplated by an Authorized
Participants agreement with the Distributor, a Fund will issue Creation Units to such Authorized Participant, notwithstanding the fact that the corresponding Fund Deposits have not been received in part or in whole, in reliance on the
undertaking of the Authorized Participant to deliver the missing Deposit Securities as soon as possible, which undertaking shall be secured by such Authorized Participants delivery and maintenance of collateral having a value at least equal to
105%, which percentage Janus Capital may change at any time, in its sole discretion, of the value of the missing Deposit Securities in accordance with the Funds then-effective procedures. The only collateral that is acceptable to a Fund is
cash in U.S. dollars. Such cash collateral must be delivered no later than 2:00 p.m., Eastern time on the contractual settlement date. The cash collateral posted by the Authorized Participant may be invested at the risk of the Authorized
Participant, and income, if any, on invested cash collateral will be paid to that Authorized Participant. Information concerning the Funds current procedures for collateralization of missing Deposit Securities is available from the Distributor
or its agent. The Authorized Participant Agreement will permit a Fund to buy the missing Deposit Securities at any time and will subject the Authorized Participant to liability for any shortfall between the cost to a Fund of purchasing such
securities and the cash collateral.
In certain cases, Authorized Participants may create and redeem Creation Units on the same trade date and in these
instances, each Fund reserves the right to settle these transactions on a net basis or require a representation from the Authorized Participants that the creation and redemption transactions are for separate beneficial owners. All questions as to
the number of shares of each security in the Deposit Securities and the validity, form, eligibility and acceptance for deposit of any securities to be delivered shall be determined by a Fund and such Funds determination shall be final and
binding.
Costs Associated with Creation Transactions
A standard creation transaction fee is imposed to offset the transfer and other transaction costs associated with the issuance of Creation Units. The standard
creation transaction fee will be charged to the Authorized Participant on the day such Authorized Participant creates a Creation Unit, and is the same, regardless of the number of Creation Units purchased by the Authorized Participant on the
applicable Business Day. The Authorized Participant may also be required to cover certain brokerage, tax, foreign exchange, execution, market impact and other costs and expenses related to the execution of trades resulting from such transaction.
Authorized Participants will also bear the costs of transferring the Deposit Securities to a Fund. If a purchase or redemption consists solely or partially of cash, the Authorized Participant may be required to pay an additional transaction charge
(up to the maximum amounts shown in the table below) to cover brokerage and certain other costs related to a creation or redemption transaction. Investors who use the services of a broker or other financial intermediary to acquire a Funds
shares may be charged a fee for such services.
The following table shows, as of the date of this SAI, the approximate value of one Creation Unit, standard
fees and maximum additional charges for creations and redemptions (as described above):
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Fund Name
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Approximate
Value of a Creation
Unit
|
|
Creation
Unit Size**
|
|
|
Standard
Creation/
Redemption
Transaction
Fee
|
|
|
Maximum
Additional
Charge for
Creations*
|
|
|
Maximum
Additional
Charge for
Redemptions*
|
|
The
Obesity ETF
|
|
$4,100,000
|
|
|
100,000
|
|
|
$
|
500
|
|
|
|
2.00
|
%
|
|
|
2.00
|
%
|
The
Organics ETF
|
|
$2,200,000
|
|
|
100,000
|
|
|
$
|
500
|
|
|
|
2.00
|
%
|
|
|
2.00
|
%
|
*
|
|
As a percentage of the net asset value per Creation Unit, inclusive, in the case of redemptions, of the standard redemption transaction fee.
|
**
|
|
Creation Units are a specified number of shares, at least 25,000, and generally multiples of 5,000 above 25,000. Janus Capital may modify the Creation Unit size with prior notification to the Funds Authorized
Participants.
|
In addition to the transaction fees listed above, the Funds may charge an additional variable fee for non-standard order and
creations and redemptions in whole or partial cash to offset brokerage and impact expenses associated with the cash transaction. The variable transaction fee will be calculated based on historical transaction cost data and Janus Capitals view
of current
33
market conditions; however, the actual variable fee charged for a given transaction may be lower or higher than the trading expenses incurred by a Fund with respect to that transaction.
|
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|
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Fund Name
|
|
Variable Charge (as a percentage of
the net asset value per
Creation Unit)
|
|
The
Obesity ETF
|
|
|
0.02
|
%
|
The
Organics ETF
|
|
|
0.02
|
%
|
Redemption of Creation Units
Shares of each Fund may be redeemed by Authorized Participants only in Creation Units at their NAV next determined after receipt of a redemption request in
proper form by the Transfer Agent or its agent and only on a Business Day. Each Fund will not redeem shares in amounts less than Creation Units. There can be no assurance, however, that there will be sufficient liquidity in the secondary market at
any time to permit assembly of a Creation Unit. Investors should expect to incur brokerage and other costs in connection with assembling a sufficient number of shares to constitute a Creation Unit that could be redeemed by an Authorized Participant.
Beneficial owners also may sell shares in the secondary market.
Each Fund generally redeems Creation Units in-kind. Please see the following discussion
summarizing the in-kind method for further information on redeeming Creation Units of each Fund.
Janus Capital will make available through the NSCC, prior
to the opening of business on the Listing Exchange (currently 9:30 a.m. Eastern time) on each Business Day, the designated portfolio of securities (including any portion of such securities for which cash may be substituted) that will be
applicable (subject to possible amendment or correction) to redemption requests received in proper form (as defined below) on that day (Fund Securities), and an amount of cash (the Cash Amount, as described below). Such Fund
Securities and the corresponding Cash Amount (each subject to possible amendment or correction) are applicable in order to effect redemptions of Creation Units of a Fund until such time as the next announced composition of the Fund Securities and
Cash Amount is made available. Fund Securities received on redemption may not be identical to Deposit Securities that are applicable to creations of Creation Units. Procedures and requirements governing redemption transactions are set forth in the
handbook for Authorized Participants and may change from time to time.
The redemption proceeds for a Creation Unit generally consist of Fund Securities,
plus the Cash Amount, which is an amount equal to the difference between the net asset value of the shares being redeemed, as next determined after the receipt of a redemption request in proper form, and the value of Fund Securities, less a
redemption transaction fee (as described below).
The Trust may, in its sole discretion, substitute a cash in lieu amount to replace any Fund
Security. The Trust also reserves the right to permit or require a cash in lieu amount in certain circumstances, including circumstances in which: (i) the delivery of a Fund Security to the Authorized Participant would be restricted
under applicable securities or other local laws; or (ii) the delivery of a Fund Security to the Authorized Participant would result in the disposition of the Fund Security by the Authorized Participant becoming restricted under applicable
securities or other local laws, or in certain other situations.
The amount of cash paid out in such cases will be equivalent to the value of the
substituted security listed as a Fund Security. In the event that the Fund Securities have a value greater than the NAV of the shares, a compensating cash payment equal to the difference is required to be made by or through an Authorized Participant
by the redeeming shareholder. Each Fund generally redeems Creation Units in Fund Securities.
Cash Redemption Method
Although the Trust does not ordinarily permit partial or full cash redemptions of Creation Units of a Fund, when partial or full cash redemptions of Creation
Units are available or specified they will be effected in essentially the same manner as in-kind redemptions thereof. In the case of partial or full cash redemption, the Authorized Participant receives the cash equivalent of the Fund Securities it
would otherwise receive through an in-kind redemption, plus the same Cash Amount to be paid to an in-kind redeemer.
Costs Associated with Redemption
Transactions
A standard redemption transaction fee is imposed to offset transfer and other transaction costs that may be incurred by a Fund. The
standard redemption transaction fee is charged to the Authorized Participant on the day such Authorized Participant redeems a Creation Unit, and is the same regardless of the number of Creation Units redeemed by an Authorized Participant on the
applicable Business Day. The Authorized Participant may also be required to cover certain brokerage, tax, foreign exchange, execution, market impact and other costs and expenses related to the execution of trades resulting from such transaction.
34
Authorized Participants will also bear the costs of transferring the Fund Securities from a Fund to their account on their order. Investors who use the services of a broker or other financial
intermediary to dispose of a Funds shares may be charged a fee for such services.
Placement of Redemption Orders
Redemption requests for Creation Units of the Funds must be submitted to the Transfer Agent by or through an Authorized Participant. An Authorized Participant
must submit an irrevocable request to redeem shares of a Fund generally between 4:01 p.m. and 5:00 p.m., Eastern time on any Business Day, in order to receive the next Business days NAV. On days when the Listing Exchange
closes earlier than normal, a Fund may require orders to redeem Creation Units to be placed earlier. Investors, other than Authorized Participants, are responsible for making arrangements for a redemption request to be made through an Authorized
Participant. The Distributor or its agent will provide a list of current Authorized Participants upon request. However, to account for transaction costs otherwise incurred by a Fund, an Authorized Participant that submits an order to the Distributor
outside of the window stated above, will be charged the maximum additional charge for Redemption Unit transactions as set forth above in this SAI.
The
Authorized Participant must transmit the request for redemption in the form required by a Fund to the Transfer Agent or its agent in accordance with procedures set forth in the Authorized Participant Agreement. Investors should be aware that their
particular broker may not have executed an Authorized Participant Agreement and that, therefore, requests to redeem Creation Units may have to be placed by the investors broker through an Authorized Participant who has executed an Authorized
Participant Agreement. At any time, only a limited number of broker-dealers will have an Authorized Participant Agreement in effect. Investors making a redemption request should be aware that such request must be in the form specified by such
Authorized Participant. Investors making a request to redeem Creation Units should allow sufficient time to permit proper submission of the request by an Authorized Participant and transfer of the shares to the Transfer Agent; such investors should
allow for the additional time that may be required to effect redemptions through their banks, brokers or other financial intermediaries if such intermediaries are not Authorized Participants.
A redemption request is considered to be in proper form if (i) an Authorized Participant has transferred or caused to be transferred to the
Transfer Agent the Creation Unit redeemed through the book-entry system of DTC so as to be effective by the Listing Exchange closing time on the applicable Business Day, (ii) a request in form satisfactory to a Fund is received by the Transfer
Agent or its agent from the Authorized Participant on behalf of itself or another redeeming investor within the time periods specified above and (iii) all other procedures set forth in the Authorized Participant Agreement are properly followed.
If the Transfer Agent does not receive the investors shares through DTCs facilities by 10:00 a.m., Eastern time on the Business Day next following the day that the redemption request is to be effected, the redemption request may be
rejected. Investors should be aware that the deadline for such transfers of shares through the DTC system may be significantly earlier than the close of business on the Listing Exchange. Those making redemption requests should ascertain the deadline
applicable to transfers of shares through the DTC system by contacting the operations department of the broker or depositary institution effecting the transfer of the shares.
Upon receiving a redemption request, the Transfer Agent or its agent shall notify a Fund of such redemption request. The tender of an investors shares
for redemption and the distribution of the securities and/or cash included in the redemption payment made in respect of Creation Units redeemed will be made through DTC and the relevant Authorized Participant to the Beneficial Owner thereof as
recorded on the book-entry system of DTC or the DTC Participant through which such investor holds, as the case may be, or by such other means specified by the Authorized Participant submitting the redemption request.
A redeeming Beneficial Owner or Authorized Participant acting on behalf of such Beneficial Owner must maintain appropriate security arrangements with a
qualified broker-dealer, bank or other custody providers in each jurisdiction in which any of the portfolio securities are customarily traded, to which account such portfolio securities will be delivered.
Deliveries of redemption proceeds by a Fund generally will be made within two Business days (T+2). Further, as discussed in Regular
Holidays, each Fund reserves the right to settle redemption transactions and deliver redemption proceeds on another basis to accommodate foreign market holiday schedules, to account for different treatment among foreign and U.S. markets of
dividend record dates and dividend ex-dates (i.e., the last date the holder of a security can sell the security and still receive dividends payable on the security sold) and in certain other circumstances. Regular Holidays identifies the
instances, if any, where more than seven days would be needed to deliver redemption proceeds. Pursuant to an order of the SEC, the Trust will
35
make delivery of redemption proceeds within the number of days stated in Regular Holidays to be the maximum number of days necessary to deliver redemption proceeds.
If neither the redeeming Beneficial Owner nor the Authorized Participant acting on behalf of such redeeming Beneficial Owner has appropriate arrangements to
take delivery of Fund Securities in the applicable foreign jurisdiction and it is not possible to make other such arrangements, or if it is not possible to effect deliveries of Fund Securities in such jurisdiction, a Fund may in its discretion
exercise the option to redeem such shares in cash, and the redeeming Beneficial Owner will be required to receive its redemption proceeds in cash. In such case, the investor will receive a cash payment equal to the net asset value of its shares
based on the NAV of a Fund next determined after the redemption request is received in proper form (minus a redemption transaction fee and additional charges specified above, to offset a Funds brokerage and other transaction costs associated
with the disposition of Fund Securities). Redemptions of shares for Fund Securities will be subject to compliance with applicable U.S. federal and state securities laws and a Fund (whether or not it otherwise permits cash redemptions) reserves the
right to redeem Creation Units for cash to the extent that a Fund cannot lawfully deliver specific Fund Securities upon redemptions or cannot do so without first registering the Fund Securities under such laws.
Although the Trust does not ordinarily permit redemptions of Creation Units to be paid entirely in cash (except that, for the reasons as noted above, Creation
Units of each Fund generally may be redeemed partially for cash), in the event that cash redemptions are permitted or required by the Trust, proceeds will be paid to the Authorized Participant redeeming shares as soon as practicable after the date
of redemption (within seven calendar days thereafter, except for the instances listed in Regular Holidays in which more than seven calendar days would be needed).
To the extent contemplated by an Authorized Participants agreement with the Distributor or its agent, in the event an Authorized Participant has
submitted a redemption request in proper form but is unable to transfer all or part of the Creation Unit to be redeemed to a Fund, at or prior to 10:00 a.m., Eastern time on the Listing Exchange business day after the date of submission of such
redemption request, the Transfer Agent or its agent will accept the redemption request in reliance on the undertaking by the Authorized Participant to deliver the missing shares as soon as possible. Such undertaking shall be secured by the
Authorized Participants delivery and maintenance of collateral consisting of cash, in U.S. dollars in immediately available funds, having a value at least equal to 105%, which percentage Janus Capital may change at any time, in its sole
discretion, of the value of the missing shares. Such cash collateral must be delivered no later than 10:00 a.m., Eastern time on the day after the date of submission of such redemption request and shall be held by the Custodian and marked-to-market
daily. The fees of the Custodian and any subcustodians in respect of the delivery, maintenance and redelivery of the cash collateral shall be payable by the Authorized Participant. The cash collateral posted by the Authorized Participant may be
invested at the risk of the Authorized Participant, and income, if any, on invested cash collateral will be paid to that Authorized Participant. The Authorized Participant Agreement permits a Fund to acquire shares of the Fund at any time and
subjects the Authorized Participant to liability for any shortfall between the aggregate of the cost to the Fund of purchasing such shares, plus the value of the Cash Amount, and the value of the cash collateral.
Because the portfolio securities of a Fund may trade on exchange(s) on days that the Listing Exchange is closed or are otherwise not Business Days for the
Fund, shareholders may not be able to redeem their shares of the Fund, or purchase or sell shares of the Fund on the Listing Exchange on days when the NAV of the Fund could be significantly affected by events in the relevant foreign markets.
The right of redemption may be suspended or the date of payment postponed with respect to the Funds: (i) for any period during which the Listing Exchange
is closed (other than customary weekend and holiday closings); (ii) for any period during which trading on the Listing Exchange is suspended or restricted; (iii) for any period during which an emergency exists as a result of which disposal
of the shares of a Funds portfolio securities or determination of its net asset value is not reasonably practicable; or (iv) in such other circumstance as is permitted by the SEC.
Taxation on Creations and Redemptions of Creation Units
An Authorized Participant generally will recognize either gain or loss upon the exchange of Deposit Securities for Creation Units. This gain or loss is
calculated by taking the market value of the Creation Units purchased (plus any cash received by the Authorized Participant as part of the issue) over the Authorized Participants aggregate basis in the Deposit Securities exchanged therefor
(plus any cash paid by the Authorized Participant as part of the issue). An Authorized Participant who exchanges Creation Units for Deposit Securities generally will recognize a gain or loss equal to the difference between the Authorized
Participants basis in the Creation Units (plus any cash paid by the Authorized Participant as part of the redemption) and the
36
aggregate market value of the Deposit Securities (plus any cash received by the Authorized Participant as part of the redemption). However, the IRS may apply the wash sales rules to determine
that any loss realized upon the exchange of Deposit Securities for Creation Units is not currently deductible. Authorized Participants should consult their own tax advisors.
Current U.S. federal tax laws dictate that capital gain or loss realized from the redemption of Creation Units will generally create long-term capital gain or
loss if the Authorized Participant holds the Creation Units for more than one year, or short- term capital gain or loss if the Creation Units were held for one year or less, if the Creation Units are held as capital assets.
Regular Holidays
For every occurrence of one or more
intervening holidays in the applicable non-U.S. market or U.S. bond market that are not holidays observed in the U.S. equity market, the redemption settlement cycle will be extended by the number of such intervening holidays. In addition to
holidays, other unforeseeable closings in a non-U.S. market or U.S. bond market due to emergencies may also prevent the Trust from delivering securities within the normal settlement period.
The securities delivery cycles currently practicable for transferring portfolio securities to redeeming investors, coupled with
non-U.S. market or U.S. bond market holiday schedules, will require a delivery process longer than seven calendar days, in certain circumstances. The holidays applicable to the Funds during such periods are
listed below, as are instances where more than seven days will be needed to deliver redemption proceeds. Although certain holidays may occur on different dates in subsequent years, the number of days required to deliver redemption proceeds in any
given year is not expected to exceed the maximum number of days listed below for the Funds. The proclamation of new holidays, the treatment by market participants of certain days as informal holidays (e.g., days on which no or limited
securities transactions occur, as a result of substantially shortened trading hours), the elimination of existing holidays, or changes in local securities delivery practices, could affect the information set forth herein at some time in the future.
In calendar year 2020, the dates of U.S. regular holidays affecting the relevant securities markets in which a Fund invests are as follows (please
note these holiday schedules are subject to potential changes in the relevant securities markets):
|
2020
|
January 1
January 20
February 17
April 10
May 25
July 3
September 7
November 26
December 25
|
37
In the calendar year 2020 (the only year for which holidays are known at the time of this SAI filing), the
dates of non-U.S. regular holidays affecting the relevant securities markets in which a Fund invests are as follows (please note these holiday schedules are subject to potential changes in the relevant securities markets). The table below may not
include all foreign bank holidays, which may also delay the settlement period.
2020
|
|
|
|
|
|
|
Australia
|
|
Austria
|
|
Belgium
|
|
Brazil
|
January 1
January 27
March 2
March 9
April 10
April 13
May 4
June 1
June 8
August 3
August 12
September 28
October 5
November 3
December 24
December 25
December 28
December 31
|
|
January 1
April 10
April 23
May 1
June 1
October 26
December 24
December 25
December 31
|
|
January 1
January 10
April 10
April 13
May 1
May 21
May 22
June 1
July 21
November 11
December 24
December 25
December 31
|
|
January 1
February 24
February 25
February 26
April 10
April 21
May 1
June 11
July 9
September 7
October 12
November 2
November 20
December 24
December 25
December 31
|
|
|
|
|
Canada
|
|
Chile
|
|
China
|
|
Columbia
|
January 1
January 2
February 17
April 10
May 18
June 24
July 1
August 3
September 7
October 12
November 11
December 24
December 25
December 28
|
|
January 1
April 10
May 1
May 21
June 29
July 16
September 18
October 12
December 8
December 25
December 31
|
|
January 1
January 24
January 27
January 28
January 29
January 30
April 6
May 1
May 4
May 5
June 25
June 26
October 1
October 2
October 5
October 6
October 7
October 8
|
|
January 1
January 6
March 23
April 9
April 10
May 1
May 25
June 15
June 22
June 29
July 20
August 7
August 17
October 12
November 2
November 16
December 8
December 24
December 25
December 31
|
38
|
|
|
|
|
|
|
|
|
|
|
Czech Republic
|
|
Denmark
|
|
Egypt
|
|
Finland
|
January 1
April 10
April 13
May 1
May 8
July 6
September 28
October 28
November 17
December 24
December 25
December 31
|
|
January 1
April 9
April 10
April 13
May 8
May 21
May 22
June 1
June 5
December 24
December 25
December 31
|
|
January 1
January 7
April 19
April 20
May 24
May 25
July 23
July 30
August 20
October 6
October 29
|
|
January 1
January 6
April 10
April 13
May 1
May 21
June 19
December 24
December 25
December 31
|
|
|
|
|
France
|
|
Germany
|
|
Greece
|
|
Hong Kong
|
January 1
April 10
April 13
May 1
December 24
December 25
December 31
|
|
January 1
April 10
April 13
May 1
December 24
December 25
December 31
|
|
January 1
January 6
March 2
March 25
April 10
April 13
April 17
April 20
May 1
June 8
October 28
December 24
December 25
|
|
January 1
January 27
January 28
April 10
April 13
April 30
May 1
May 13
June 25
July 1
October 1
October 2
October 26
December 25
|
|
|
|
|
Hungary
|
|
Indonesia
|
|
Ireland
|
|
Israel
|
January 1
April 10
April 13
May 1
June 1
August 20
August 21
October 23
November 1
December 24
December 25
|
|
January 1
March 25
April 10
May 1
May 7
May 21
May 22
May 25
May 26
May 27
June 1
July 31
August 17
August 20
October 29
December 24
December 25
December 31
|
|
January 1
April 10
April 13
May 1
May 4
June 1
August 3
October 26
December 24
December 25
December 26
December 28
December 29
December 31
|
|
March 10
April 8
April 9
April 23
April 12
April 13
April 14
April 15
April 28
April 29
May 28
May 29
June 30
September 20
September 27
September 28
October 41
October 5
October 6
October 7
October 8
The Israeli market is closed every
Friday.
|
39
|
|
|
|
|
|
|
|
|
|
|
Italy
|
|
Japan
|
|
Malaysia
|
|
Mexico
|
January 1
April 10
April 13
May 1
December 24
December 25
December 31
|
|
January 1
January 2
January 3
January 13
February 11
February 24
March 20
April 29
May 4
May 5
May 6
July 23
July 24
August 10
September 21
September 22
November 3
November 23
December 31
|
|
January 1
January 24
January 27
May 1
May 7
May 11
May 25
May 26
July 31
August 20
August 31
September 16
October 29
December 25
|
|
January 1
February 3
March 16
April 9
April 10
May 1
September 16
November 2
November 16
December 25
|
|
|
|
|
Netherlands
|
|
New Zealand
|
|
Norway
|
|
Philippines
|
January 1
April 10
April 13
May 1
December 24
December 25
December 31
|
|
January 1
January 2
February 6
April 10
April 13
April 27
June 1
October 26
December 25
December 28
|
|
January 1
April 8
April 9
April 10
April 13
May 1
May 21
June 1
December 24
December 25
December 31
|
|
January 1
January 25
February 25
April 9
April 10
May 1
June 12
August 21
August 31
November 1
November 2
November 30
December 8
December 24
December 25
December 30
December 31
|
|
|
|
|
Poland
|
|
Portugal
|
|
Qatar
|
|
Singapore
|
January 1
January 6
April 10
April 13
May 1
June 11
November 11
December 24
December 25
December 31
|
|
January 1
April 10
April 13
May 1
December 24
December 25
December 31
|
|
January 1
February 11
March 1
May 24
May 25
May 26
July 30
July 31
August 1
December 18
|
|
January 1
January 27
April 10
May 1
May 7
May 25
July 31
August 10
December 25
|
40
|
|
|
|
|
|
|
|
|
|
|
South Africa
|
|
South Korea
|
|
Spain
|
|
Sweden
|
January 1
April 10
April 13
April 27
May 1
June 16
August 10
September 24
December 16
December 25
|
|
January 1
January 24
January 27
April 30
May 1
May 5
September 30
October 1
October 2
October 9
December 25
December 31
|
|
January 1
April 10
April 13
May 1
December 24
December 25
December 31
|
|
January 1
January 6
April 9
April 13
April 30
May 1
May 20
May 21
June 19
October 30
December 24
December 25
December 31
|
|
|
|
|
Switzerland
|
|
Taiwan
|
|
Thailand
|
|
Turkey
|
January 1
January 2
April 10
April 13
April 20
May 1
May 21
June 1
September 14
December 24
December 25
December 31
|
|
January 1
January 23
January 24
January 27
January 28
January 29
February 28
April 2
April 3
May 1
June 25
June 26
October 1
October 2
October 9
|
|
January 1
February 10
April 6
April 13
April 14
April 15
May 1
May 4
May 6
June 3
July 6
July 28
August 12
October 13
October 23
December 7
December 10
December 31
|
|
January 1
April 23
May 1
May 19
May 25
May 26
July 15
July 30
July 31
August 3
October 28
October 29
|
|
|
|
|
United Arabs Emirates
|
|
United Kingdom
|
|
|
|
|
January 1
May 24
May 25
May 26
July 31
August 20
December 1
December 2
December 3
|
|
January 1
April 10
April 13
May 8
May 25
August 31
December 25
December 28
|
|
|
|
|
41
The longest redemption cycle for foreign funds is a function of the longest redemption cycle among the
countries whose securities comprise the Fund. In the calendar year 2020 (the only year for which holidays are known at the time of this SAI filing), the dates of the regular holidays affecting the following securities markets present the worst-case
(longest) redemption cycle* for foreign funds as follows:
Settlement Periods equal to or greater than Seven Days for Year 2020:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning of
Settlement Period
|
|
|
End of
Settlement Period
|
|
|
Number of Days
in Settlement
Period
|
|
Australia
|
|
|
12/22/2020
|
|
|
|
12/29/2020
|
|
|
|
7
|
|
|
|
|
12/23/2020
|
|
|
|
12/30/2020
|
|
|
|
7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Brazil
|
|
|
2/20/2020
|
|
|
|
2/27/2020
|
|
|
|
7
|
|
|
|
|
2/21/2020
|
|
|
|
2/28/2020
|
|
|
|
7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Canada
|
|
|
12/22/2020
|
|
|
|
12/29/2020
|
|
|
|
7
|
|
|
|
|
12/23/2020
|
|
|
|
12/30/2020
|
|
|
|
7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
China
|
|
|
1/22/2020
|
|
|
|
2/3/2020
|
|
|
|
12
|
|
|
|
|
1/23/2020
|
|
|
|
2/4/2020
|
|
|
|
12
|
|
|
|
|
4/29/2020
|
|
|
|
5/6/2020
|
|
|
|
7
|
|
|
|
|
4/30/2020
|
|
|
|
5/7/2020
|
|
|
|
7
|
|
|
|
|
9/29/20
|
|
|
|
10/9/20
|
|
|
|
10
|
|
|
|
|
9/30/20
|
|
|
|
10/12/20
|
|
|
|
12
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denmark
|
|
|
4/7/2020
|
|
|
|
4/14/2020
|
|
|
|
7
|
|
|
|
|
4/8/2020
|
|
|
|
4/15/2020
|
|
|
|
7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Indonesia
|
|
|
5/19/2020
|
|
|
|
5/28/2020
|
|
|
|
9
|
|
|
|
|
5/20/2020
|
|
|
|
5/29/2020
|
|
|
|
9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ireland
|
|
|
4/7/2020
|
|
|
|
4/14/2020
|
|
|
|
7
|
|
|
|
|
4/8/2020
|
|
|
|
4/15/2020
|
|
|
|
7
|
|
|
|
|
12/22/2020
|
|
|
|
12/30/2020
|
|
|
|
8
|
|
|
|
|
12/23/2020
|
|
|
|
1/4/2021
|
|
|
|
12
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Israel
|
|
|
4/6/2020
|
|
|
|
4/16/2020
|
|
|
|
10
|
|
|
|
|
4/7/2020
|
|
|
|
4/17/2020
|
|
|
|
10
|
|
|
|
|
9/30/2020
|
|
|
|
10/11/2020
|
|
|
|
11
|
|
|
|
|
10/1/2020
|
|
|
|
10/12/2020
|
|
|
|
11
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Japan
|
|
|
12/27/2019
|
|
|
|
1/6/2020
|
|
|
|
10
|
|
|
|
|
12/30/2019
|
|
|
|
1/7/2020
|
|
|
|
8
|
|
|
|
|
4/30/2020
|
|
|
|
5/7/2020
|
|
|
|
7
|
|
|
|
|
5/1/2020
|
|
|
|
5/8/2020
|
|
|
|
7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Norway
|
|
|
4/6/2020
|
|
|
|
4/14/2020
|
|
|
|
8
|
|
|
|
|
4/7/2020
|
|
|
|
4/15/2020
|
|
|
|
8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Philippines
|
|
|
12/26/2019
|
|
|
|
1/2/2020
|
|
|
|
7
|
|
|
|
|
12/27/2019
|
|
|
|
1/3/2020
|
|
|
|
7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Qatar
|
|
|
5/20/2020
|
|
|
|
5/27/2020
|
|
|
|
7
|
|
|
|
|
5/21/2020
|
|
|
|
5/28/2020
|
|
|
|
7
|
|
|
|
|
7/28/2020
|
|
|
|
8/4/2020
|
|
|
|
7
|
|
|
|
|
7/29/2020
|
|
|
|
8/5/2020
|
|
|
|
7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
South Korea
|
|
|
9/28/2020
|
|
|
|
8/5/2020
|
|
|
|
7
|
|
|
|
|
9/29/2020
|
|
|
|
8/6/2020
|
|
|
|
7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
42
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning of
Settlement Period
|
|
|
End of
Settlement Period
|
|
|
Number of Days
in Settlement
Period
|
|
Taiwan
|
|
|
1/17/2020
|
|
|
|
1/30/2020
|
|
|
|
13
|
|
|
|
|
1/20/2020
|
|
|
|
1/31/2020
|
|
|
|
11
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Thailand
|
|
|
4/9/2020
|
|
|
|
4/16/2020
|
|
|
|
7
|
|
|
|
|
4/10/2020
|
|
|
|
4/17/2020
|
|
|
|
7
|
|
|
|
|
4/30/2020
|
|
|
|
5/7/2020
|
|
|
|
7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Turkey
|
|
|
7/28/2020
|
|
|
|
8/4/2020
|
|
|
|
7
|
|
|
|
|
7/29/2020
|
|
|
|
8/5/2020
|
|
|
|
7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
UAE
|
|
|
5/20/2020
|
|
|
|
5/27/2020
|
|
|
|
7
|
|
|
|
|
5/21/2020
|
|
|
|
5/28/2020
|
|
|
|
7
|
|
|
|
|
11/29/2020
|
|
|
|
12/6/2020
|
|
|
|
7
|
|
|
|
|
11/30/2020
|
|
|
|
12/7/2020
|
|
|
|
7
|
|
|
|
|
4/9/2020
|
|
|
|
4/21/2020
|
|
|
|
11
|
|
*
|
|
These worst-case redemption cycles are based on information regarding regular holidays, which may be out of date. Based on changes in holidays, longer (worse) redemption cycles are possible.
|
43
SECURITIES LENDING
Certain funds may seek to earn additional income through lending their securities to certain qualified broker-dealers and institutions. JPMorgan Chase Bank,
N.A. acts as securities lending agent and a limited purpose custodian or subcustodian to receive and disburse cash balances and cash collateral, hold short-term investments, hold collateral, and perform other custodian functions in accordance with
the Non-Custodial Securities Lending Agreement (Lending Agreement). In addition, The Bank of New York Mellon and JPMorgan Chase Bank may act as limited purpose subcustodians in connection with certain reverse repurchase transactions
completed in connection with the Lending Agreement.
During the Funds last fiscal year, the securities lending services provided by Deutsche Bank AG,
the previous securities lending agent for the Funds, included negotiating the terms of loans; monitoring approved borrowers; recalling and arranging the return of loaned securities to the Funds upon termination of the loan; marking to market loans;
providing recordkeeping services; reporting on the Funds securities lending activities; and related services. The following table summarizes the income and fees from securities lending activities for the fiscal year ended October 31, 2019 for
the Funds.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fees and/or compensation for securities
lending activities and related services:
|
|
|
|
Gross
income
from
securities
lending
activities
|
|
|
Fees paid
to
securities
lending
agent
from
revenue
split
|
|
|
Fees paid for
any cash
collateral
management
services
(including
fees
deducted
from a
pooled
cash
collateral
reinvestment
vehicle) that
are not
included in
the revenue
split
|
|
|
Administrative
fees not
included
in the revenue
split
|
|
|
Indemnification
fees not
included
in the revenue
split
|
|
|
Rebate
(paid to
borrower)
|
|
|
Other
fees not
included
in
revenue
split
|
|
|
Aggregate
fees and/or
compensation
for
securities
lending
activities
|
|
|
Net
income
from
securities
lending
activities
|
|
The Obesity ETF
|
|
$
|
5,038
|
|
|
$
|
(157
|
)
|
|
$
|
(91
|
)
|
|
$
|
|
|
|
$
|
|
|
|
$
|
(2,987
|
)
|
|
$
|
|
|
|
$
|
(3,234
|
)
|
|
$
|
1,804
|
|
The Organics ETF
|
|
$
|
119,419
|
|
|
$
|
(9,420
|
)
|
|
$
|
(651
|
)
|
|
$
|
|
|
|
$
|
|
|
|
$
|
(1,017
|
)
|
|
$
|
|
|
|
$
|
(11,088
|
)
|
|
$
|
108,331
|
|
44
INCOME DIVIDENDS, CAPITAL
GAINS DISTRIBUTIONS, AND TAX STATUS
The following is intended to be a general summary of certain U.S. federal income tax consequences of investing in the Funds. It is not intended to be a
complete discussion of all such federal income tax consequences, nor does it purport to deal with all categories of investors. This discussion reflects applicable tax laws of the United States as of the date of this SAI. However, tax laws may change
or be subject to new interpretation by the courts or the Internal Revenue Service (the IRS), possibly with retroactive effect. Investors are therefore advised to consult with their own tax advisers before making an investment in the
Funds.
Dividends from net investment income are normally declared and distributed to shareholders quarterly. It is a policy of each Fund to make
distributions of any realized net capital gains at least annually. Any net capital gains realized during each fiscal year are normally declared and payable to shareholders in December but, if necessary, may be distributed at other times as well.
Fund Taxation
Each Fund intends to qualify as a
regulated investment company by satisfying certain requirements prescribed by Subchapter M of the Internal Revenue Code. If a Fund failed to qualify as a regulated investment company in any taxable year, such Fund may be subject to federal income
tax on its taxable income at the applicable corporate income tax rate. In addition, all distributions from earnings and profits, including any distributions of net tax-exempt income and net long-term capital gains, would generally be taxable to
shareholders as ordinary income but may, at least in part, qualify for the dividends-received deduction applicable to corporations or the reduced rate of taxation applicable to noncorporate holders for qualified dividend income. In
addition, a Fund could be required to recognize unrealized gains, pay taxes and interest, and make distributions before requalifying as a regulated investment company that is accorded special federal income tax treatment.
A federal excise tax at the rate of 4% will be imposed on the excess, if any, of a Funds required distribution over actual distributions in
any calendar year. Generally, the required distribution is 98% of the Funds ordinary income for the calendar year plus 98.2% of its capital gain net income recognized during the one-year period ending on October 31 plus
undistributed amounts from prior years. The Funds intend to make distributions sufficient to avoid imposition of the excise tax.
Certain transactions
involving short sales, futures, options, swap agreements, hedged investments, and other similar transactions, if any, may be subject to special provisions of the Internal Revenue Code that, among other things, may affect the character, amount, and
timing of distributions to shareholders. The Funds will monitor their transactions and may make certain tax elections where applicable in order to mitigate the effect of these provisions, if possible. In certain circumstances, a Fund may be required
to accrue income on an investment prior to the receipt of the corresponding cash payments. However, the Funds must distribute, at least annually, all or substantially all of its investment company taxable income (determined without regard to the
deduction for dividends paid), including such accrued income, to avoid federal income and excise taxes. In certain cases, a Fund may have to distribute cash obtained from other sources in order to satisfy the distribution requirements under the
Internal Revenue Code. Therefore, a Fund may have to dispose of its portfolio securities under disadvantageous circumstances to generate cash, or may have to leverage itself by borrowing the cash, to satisfy these distribution requirements.
The Funds may purchase securities of certain foreign corporations considered to be passive foreign investment companies under the Internal Revenue Code. In
order to avoid taxes and interest that must be paid by the Funds, the Funds may make various elections permitted by the tax laws. However, these elections could require that the Funds recognize taxable income, which in turn must be distributed even
though the Funds may not have received any income upon such an event.
Some foreign securities purchased by a Fund may be subject to foreign taxes which
could reduce the yield on such securities. If the amount of foreign taxes is significant in a particular year and a Fund qualifies under Section 853 of the Internal Revenue Code, a Fund may elect to pass through such taxes to shareholders. If a
Fund makes such an election, foreign taxes paid by the Fund will be reported to shareholders as income and shareholders may claim either a foreign tax credit or deduction for such taxes, subject to certain limitations. If such election is not made
by a Fund, any foreign taxes paid or accrued will represent an expense to the Fund, which will reduce its investment company taxable income.
Under the
Internal Revenue Code, gains or losses attributable to fluctuations in exchange rates which occur between the time a Fund accrues income or receivables or accrues expenses or other liabilities denominated in a foreign currency and the time the Fund
actually collects such income or pays such liabilities generally are treated as ordinary income or loss. Similarly, on disposition of debt securities denominated in a foreign currency and on disposition of certain other instruments, gains or losses
attributable to fluctuations in the value of the foreign currency between the date of acquisition of the security or contract and the date of disposition also may be treated as ordinary gain or loss. These gains and losses, referred to under the
Internal Revenue
45
Code as Section 988 gains or losses, may increase or decrease the amount of a Funds investment company taxable income to be distributed to its shareholders as ordinary income.
The application of certain requirements for qualification as a regulated investment company and the application of certain other federal income tax rules
may be unclear in some respects in connection with investments in certain derivatives and other investments. As a result, a Fund may be required to limit the extent to which it invests in such investments and it is also possible that the IRS may not
agree with a Funds treatment of such investments. In addition, the tax treatment of derivatives and certain other investments may be affected by future legislation, treasury regulations, and guidance issued by the IRS (which could apply
retroactively) that could affect the timing, character, and amount of a Funds income and gains and distributions to shareholders, affect whether a Fund has made sufficient distributions and otherwise satisfied the requirements to maintain its
qualification as a regulated investment company and avoid federal income and excise taxes, or limit the extent to which a Fund may invest in certain derivatives and other investments in the future.
Generally, the character of the income or capital gains that a Fund receives from another investment company will pass through to the Funds shareholders
as long as the Fund and the other investment company each qualify as regulated investment companies. However, to the extent that another investment company that qualifies as a regulated investment company realizes net losses on its investments for a
given taxable year, a Fund will not be able to recognize its share of those losses until it disposes of shares of such investment company. Moreover, even when a Fund does make such a disposition, a portion of its loss may be recognized as a
long-term capital loss, which will not be treated as favorably for federal income tax purposes as an ordinary deduction. In particular, a Fund will not be able to offset any capital losses from its dispositions of shares of other investment
companies against its ordinary income. As a result of the foregoing rules, and certain other special rules, it is possible that the amounts of net investment income and net capital gains that a Fund will be required to distribute will be greater
than such amounts would have been had the Fund invested directly in the securities held by the investment companies in which it invests, rather than investing in shares of the investment companies. For similar reasons, the character of distributions
from a Fund (e.g., long-term capital gain, qualified dividend income, etc.) will not necessarily be the same as it would have been had the Fund invested directly in the securities held by the investment companies in which it invests.
Shareholder Taxation
Shareholders will be subject
to federal income taxes on distributions made by a Fund whether received in cash or additional shares of the Fund. Distributions from a Funds net investment income (which includes dividends, interest, net short-term capital gains, and net
gains from foreign currency transactions), if any, generally are taxable to shareholders as ordinary income, unless such distributions are attributable to qualified dividend income eligible for the reduced federal income tax rates
applicable to long-term capital gains, provided certain holding period and other requirements are satisfied. Dividends received from REITs, certain foreign corporations, and income received in lieu of dividends in a securities lending
transaction generally will not constitute qualified dividend income. Distributions of a Funds net capital gains (the excess of net long-term capital gains over net short-term capital losses), if any, are taxable as long-term capital gains,
regardless of how long shares of the Fund were held. Long-term capital gains are taxable to noncorporate investors at a maximum federal income tax rate of 20%. Dividends paid by a Fund may also qualify in part for the 50% dividends-received
deduction available to corporate shareholders, provided that certain holding period and other requirements under the Internal Revenue Code are satisfied. Generally, however, dividends received from most REITs, on stocks of foreign issuers, and
income received in lieu of dividends in a securities lending transaction are not eligible for the dividends-received deduction when distributed to the Funds corporate shareholders. Distributions from a Fund may also be subject to
foreign, state, and local income taxes. Please consult a tax adviser regarding the tax consequences of Fund distributions and to determine whether you will need to file a tax return.
Under the 2017 legislation commonly known as the Tax Cuts and Jobs Act, qualified REIT dividends (i.e., ordinary REIT dividends other
than capital gain dividends and portions of REIT dividends designated as qualified dividend income) are treated as eligible for a 20% deduction by noncorporate taxpayers. Proposed regulations issued by the IRS, on which the Fund can rely, enable the
Fund to pass through the special character of qualified REIT dividends to a shareholder, provided both a Fund and a shareholder meet certain holding period requirements with respect to their shares.
No dividend reinvestment service is provided by the Trust. Financial intermediaries may make available the DTC book-entry Dividend Reinvestment Service for use
by beneficial owners of Fund shares for reinvestment of their dividend distributions. Beneficial owners should contact their financial intermediary to determine the availability and costs of the service and the details of participation therein.
Financial intermediaries may require beneficial owners to adhere to specific procedures and timetables.
46
If this service is available and used, dividend distributions of both income and net capital gains will be automatically reinvested in additional whole shares of the Fund purchased in the
secondary market.
Distributions declared by a Fund during October, November, or December to shareholders of record during such month and paid by
January 31 of the following year will be taxable in the year they are declared, rather than the year in which they are received. Each Fund will notify its shareholders each year of the amount and type of dividends and distributions it paid.
Gain or loss realized upon a redemption or other disposition (such as an exchange) of shares of a Fund by a shareholder will generally be treated as
long-term capital gain or loss if the shares have been held for more than one year and, if not held for such period, as short-term capital gain or loss. Any loss on the sale or exchange of shares held for six months or less will be treated as a
long-term capital loss to the extent of any capital gain distributions paid to the shareholder with respect to such shares. Any loss a shareholder realizes on a sale or exchange of shares of a Fund will be disallowed if the shareholder acquires
other shares of the Fund (whether through the automatic reinvestment of dividends or otherwise) or substantially identical stock or securities within a 61-day period beginning 30 days before and ending 30 days after the shareholders sale or
exchange of the shares. In such case, the shareholders tax basis in the shares acquired will be adjusted to reflect the disallowed loss. Capital losses may be subject to limitations on their use by a shareholder.
When a shareholder opens an account, IRS regulations require that the shareholder provide a taxpayer identification number (TIN), certify that it
is correct, and certify that he, she, or it is not subject to backup withholding. If a shareholder fails to provide a TIN or the proper tax certifications, a Fund is required to withhold 24% of all distributions (including dividends and capital gain
distributions) and redemption proceeds paid to the shareholder. A Fund is also required to begin backup withholding on an account if the IRS instructs it to do so. Amounts withheld may be applied to the shareholders federal income tax
liability and the shareholder may obtain a refund from the IRS if withholding results in an overpayment of federal income tax for such year.
An additional
3.8% Medicare tax is imposed on certain net investment income (including ordinary dividends and capital gain distributions received from a Fund and net gains from redemptions or other taxable dispositions of Fund shares) of U.S. individuals, estates
and trusts to the extent that such persons modified adjusted gross income (in the case of an individual) or adjusted gross income (in the case of an estate or trust) exceeds a threshold amount.
The foregoing discussion relates solely to U.S. federal income tax law as applied to U.S. investors.
Non-U.S. Investors
Non-U.S. investors (shareholders
who, as to the U.S., are nonresident alien individuals, foreign trusts or estates, foreign corporations, or foreign partnerships) may be subject to U.S. withholding and estate tax and are subject to special U.S. tax certification requirements.
Non-U.S. investors should consult their tax advisors about the applicability of U.S. tax withholding and the use of the appropriate forms to certify their status.
In general. Non-U.S. investors may be subject to U.S. withholding tax at a 30% or lower treaty rate and U.S. estate tax and are subject to
special U.S. tax certification requirements to avoid backup withholding and claim any treaty benefits. Exemptions from U.S. withholding tax are provided for certain capital gain dividends paid by a Fund from net long-term capital gains,
interest-related dividends and short-term capital gain dividends, if such amounts are reported by a Fund. However, notwithstanding such exemptions from U.S. withholding at the source, any such dividends and distributions of income and capital gains
will be subject to backup withholding at a rate of 24% if you fail to properly certify that you are not a U.S. person.
Foreign Account Tax
Compliance Act (FATCA). Under FATCA, a 30% withholding tax is imposed on income dividends made by a Fund to certain foreign entities, referred to as foreign financial institutions or nonfinancial foreign entities, that
fail to comply (or be deemed compliant) with extensive reporting and withholding requirements designed to inform the U.S. Department of the Treasury of U.S.-owned foreign investment accounts. After December 31, 2018, FATCA withholding also would
have applied to certain capital gain distributions, return of capital distributions and the proceeds arising from the sale of Fund shares; however, based on proposed regulations recently issued by the IRS which can be relied on currently, such
withholding is no longer required unless final regulations provide otherwise (which is not expected). A Fund may disclose the information that it receives from its shareholders to the IRS, non-U.S. taxing authorities or other parties as necessary to
comply with FATCA or similar laws. Withholding also may be required if a foreign entity that is a shareholder of a Fund fails to provide a Fund with appropriate certifications or other documentation concerning its status under FATCA.
47
TRUSTEES AND OFFICERS
The following are the Trustees and officers of the Trust together with a brief description of their principal occupations during the last five years (principal
occupations for certain Trustees may include periods over five years).
Each Trustee has served in that capacity since he or she was originally elected or
appointed. The Trustees do not serve a specified term of office. Each Trustee will hold office until the termination of the Trust or his or her earlier death, resignation, retirement, incapacity, or removal. Under the Funds Governance
Procedures and Guidelines, the policy is for Trustees to retire no later than the end of the calendar year in which the Trustee turns 75. The Trustees review the Funds Governance Procedures and Guidelines from time to time and may make changes
they deem appropriate. The Funds Nominating and Governance Committee will consider nominees for the position of Trustee recommended by shareholders. Shareholders may submit the name of a candidate for consideration by the Committee by
submitting their recommendations to the Trusts Secretary. Each Trustee is currently a Trustee of one other registered investment company advised by Janus Capital: Clayton Street Trust. As of the date of this SAI, collectively, the two
registered investment companies consist of 10 series or funds. The Trusts officers are elected annually by the Trustees for a one-year term. Certain officers also serve as officers of Clayton Street Trust. Certain officers of the Funds may
also be officers and/or directors of Janus Capital. Except as otherwise disclosed, Fund officers receive no compensation from the Funds.
|
|
|
|
|
|
|
|
|
|
|
TRUSTEES
|
Name, Address,
and Age
|
|
Positions
Held with
the Trust
|
|
Length of
Time Served
|
|
Principal Occupations
During the Past Five Years
|
|
Number of
Portfolios/Funds
in Fund Complex
Overseen by
Trustee*
|
|
Other Directorships
Held by Trustee
During the Past Five
Years
|
Independent Trustees
|
Clifford J.
Weber
151 Detroit Street
Denver, CO 80206
DOB: 1963
|
|
Chairman
Trustee
|
|
2/16-Present
2/16-Present
|
|
Owner, Financial Products Consulting Group LLC (consulting services to financial institutions)
(since 2015). Formerly, Executive Vice President of Global Index and Exchange-Traded Products, NYSE Market, Inc., a subsidiary of Intercontinental Exchange (ETF/ETP listing exchange) (2013-2015).
|
|
10
|
|
Independent Trustee, Clough Funds Trust (investment
company) (since 2015), Chairman, Clough Funds Trust (since 2017), Independent Trustee, Clough Dividend and Income Fund (closed-end fund) (since 2017), Independent Trustee, Clough Global Opportunities Fund
(closed-end fund) (since 2017), Independent Trustee, Clough Global Equity Fund (closed- end fund) (since 2017), Independent Trustee, Elevation ETF Trust (investment company)
(2016-2018), Chairman, Elevation ETF Trust (2016-2018), and Independent Trustee, Global X Funds (investment company) (since
2018).
|
48
|
|
|
|
|
|
|
|
|
|
|
TRUSTEES
|
Name, Address,
and Age
|
|
Positions
Held with
the Trust
|
|
Length of
Time Served
|
|
Principal Occupations
During the Past Five Years
|
|
Number of
Portfolios/Funds
in Fund Complex
Overseen by
Trustee*
|
|
Other Directorships
Held by Trustee
During the Past Five
Years
|
Independent Trustees (contd.)
|
Maureen T.
Upton
151 Detroit Street
Denver, CO 80206
DOB: 1965
|
|
Trustee
|
|
2/16-Present
|
|
Principal, Maureen Upton Ltd. (consulting services to developers of major infrastructure projects and
investors) (since 2017). Formerly, Principal Consultant, SRK Consulting (U.S.), Inc. (consulting services to global mining, energy and water resource industries) (2015-2017) and Founder and Principal, Resource Initiatives LLC (sustainability
consulting firm) (2006-2015).
|
|
10
|
|
Director, Restoring Connections (non profit
organization) (since 2019).
|
Jeffrey B.
Weeden
151 Detroit Street
Denver, CO 80206
DOB: 1956
|
|
Trustee
|
|
2/16-Present
|
|
Senior Advisor, Bay Boston Capital LP (investment fund in finance companies, banks and bank holdings
companies) (since 2015). Formerly, Management Advisor, BoxCast, Inc. (technology start-up company) (2014-2017).
|
|
10
|
|
Director, State Farm Bank (banking) (since
2014).
|
Interested Trustee
|
Richard C. Hoge**
151 Detroit Street
Denver, CO 80206
DOB: 1966
|
|
Trustee
|
|
1/20-Present
|
|
Chief Operating Officer Exchange Traded Products, Janus Henderson Investors (since 2014);
Registered Representative, Janus Henderson Distributors (broker dealer) (since 2014).
|
|
10
|
|
Director, Velocity Capital Long Short Volatility
Fund (hedge fund) (2012-2016).
|
*
|
|
In addition to the Trust, which is comprised of seven series, each Trustee also serves as a trustee to the Clayton Street Trust, which is an affiliated registered investment company currently comprised of three
portfolios.
|
**
|
|
Richard C. Hoge is an Interested Trustee because of his employment with Janus Henderson Investors.
|
49
|
|
|
|
|
|
|
OFFICERS
|
Name, Address,
and Age
|
|
Positions Held with the Trust
|
|
Term of
Office* and
Length of
Time Served
|
|
Principal Occupations
During the Past Five Years
|
Bruce L.
Koepfgen
151 Detroit Street
Denver, CO 80206
DOB: 1952
|
|
President and Chief Executive Officer
|
|
2/16-Present
|
|
Head of North America at Janus Henderson Investors
(since 2017), President and Head of North America at Janus Capital Management LLC (since 2013 and 2017, respectively), Executive Vice President and Head of North America at Janus Distributors LLC (since 2011 and 2019, respectively), Vice President
and Director at Intech Investment Management LLC (since 2012), and Executive Vice President at Perkins Investment Management LLC (since 2011). Formerly, Executive Vice President at Janus Capital Group Inc. (2011-2019), and Director at Perkins
Investment Management LLC (2011-2019).
|
Susan K.
Wold
151 Detroit Street
Denver, CO 80206
DOB: 1960
|
|
Vice President, Chief Compliance Officer, and Anti-Money Laundering Officer
|
|
9/17-Present
|
|
Head of Compliance, North America for Janus Henderson Investors (since September 2017); Formerly, Senior Vice President, Head of Global
Corporate Compliance, and Chief Compliance Officer for Janus Capital Management LLC (May 2017-September 2017); Vice President, Compliance at Janus Capital Group and Janus Capital Management LLC (2005-2017).
|
Jesper
Nergaard
151 Detroit Street
Denver, CO 80206
DOB: 1962
|
|
Vice President, Chief Financial Officer, Treasurer, and Principal Accounting Officer
|
|
2/16-Present
|
|
Head of U.S. Fund Administration, Janus Henderson Investors.
|
Byron D.
Hittle
151 Detroit Street
Denver, CO 80206
DOB: 1974
|
|
Vice President, Secretary and Chief Legal
Counsel
|
|
7/18-Present
|
|
Managing Counsel of Janus Henderson Investors (2017-present); Assistant Vice President and Senior Legal Counsel Janus Capital Management LLC (2012-2016).
|
*
|
Officers are elected at least annually by the Trustees for a one-year term and may also be elected from time to
time by the Trustees for an interim period.
|
The Boards Nominating and Governance Committee is responsible for identifying and
recommending candidates for nomination or election by the Board based on a variety of diverse criteria. In its most recent evaluation of the qualifications of each Trustee as part of the Boards annual self-evaluation process and in connection
with the assessment of a recommended candidate prior to the appointment of a new Trustee effective January 15, 2020, the Committee and the Board considered based on the totality of the information available to them, including the specific
experience, qualifications, attributes or skills, as noted below, that each of the Trustees should serve as members of the Board of Trustees based on the Trusts business structure. In reaching these conclusions, the Committee and the Board, in
the exercise of their reasonable business judgment, evaluated each Trustee based on his or her specific experience, qualifications, attributes and/or skills on an individual basis and in combination with the other Trustees, none of which by itself
was considered dispositive. Each member is listed below.
50
Richard C. Hoge: Service as COO of Exchange Traded Products at Janus Henderson Investors,
service as a registered representative of Janus Henderson Distributors, experience as a senior executive in the financial services industry, including as co-founder and chief compliance officer of a financial services firm, and employment at a
federal regulatory agency.
Maureen T. Upton: Service as a consultant to global mining, energy and water resource industries,
founder of sustainability consultancy, director of public affairs of a NYSE-listed mining corporation, and experience with the financial services industry.
Clifford J. Weber: Service as a senior executive of stock exchanges with responsibilities including exchange-traded fund and exchange-traded
product issues, experience with the structure and operations of exchange-traded funds, experience with secondary market transactions involving exchange-traded funds, and service as a mutual fund independent director.
Jeffrey B. Weeden: Service as a senior executive and CFO of NYSE-listed financial services companies, and as a director of a bank.
General Information Regarding the Board of Trustees and Leadership Structure
The Trust is governed by the Board of Trustees, which is responsible for and oversees the management and operations of the Trust and each of the Funds on
behalf of Fund shareholders. A majority of the Board is considered Independent of Janus Capital and the Distributor. The Boards Chair is also an Independent Trustee and each Committee is comprised solely of Independent Trustees. The
Boards responsibilities include, but are not limited to, oversight of the Funds officers and service providers, including Janus Capital, which is responsible for the Trusts day-to-day operations. The Trustees approve all of the
agreements entered into with the Funds service providers, including the investment management agreements with Janus Capital and distribution agreement with ALPS. The Trustees are also responsible for determining or changing each Funds
investment objective(s), policies, and available investment techniques, as well as for overseeing the Funds Chief Compliance Officer. In carrying out these responsibilities, the Trustees are assisted by the Trusts independent auditor
(who reports directly to the Trusts Audit Committee) and independent counsel, each of whom is selected by the Trustees. The Trustees also may engage specialists or consultants from time to time to assist them in fulfilling their
responsibilities. The Trustees also meet regularly without representatives of Janus Capital or its affiliates present.
The Trustees discharge their
responsibilities collectively as a Board, as well as through Board committees, each of which operates pursuant to a Board-approved charter that delineates the specific responsibilities of that committee. For example, the Board will oversee the
annual process by which the Board will consider for approval the renewal of the Funds investment advisory agreement with Janus Capital. Specific matters may be delegated to a committee, such as oversight of the Funds independent auditor,
which has been delegated by the Board to its Audit and Pricing Committee, subject to approval of the Audit Committees recommendations by the Board. The members and responsibilities of each Board committee are summarized below. In addition to
serving on certain committees, the Chair of the Board (Board Chair) is responsible for presiding at all meetings of the Board, and has other duties as may be assigned by the Trustees from time to time. The Board Chair also serves as the
Boards liaison to Janus Capital with respect to all matters related to the Funds that are not otherwise delegated to the chair of a Board committee. The Board has determined that this leadership structure is appropriate based on
(1) experience of the Chair with stock exchanges and exchange-traded funds; (2) the distribution model of the Funds, (3) that the Funds and Trust had not yet commenced operations as of the date of the Boards formation, and
(4) the responsibilities entrusted to Janus Capital to oversee the Trusts day-to-day operations.
51
Committees of the Board
The Board of Trustees has two standing committees that each performs specialized functions: an Audit and Pricing Committee and Nominating and Governance
Committee. The table below shows the committee members. Each committee is comprised entirely of Independent Trustees. Information about each committees functions is provided in the following table:
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Summary of Functions
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Members
(Independent Trustees)
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Number
of Meetings held
during Last Fiscal Year
Ended October 31, 2019
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Audit
and Pricing Committee
|
|
Reviews the financial
reporting process, the system
of internal controls over
financial reporting, disclosure
controls and procedures, and
the audit process.
The
Committees review of the
audit process includes,
among other things, the
appointment, compensation,
and oversight of the Trusts
independent auditor and
preapproval of all audit and
nonaudit
services.
Determines a fair value of
restricted and other securities
for which
market quotations
are not readily available or are
deemed not to be reliable,
pursuant to procedures
adopted by the Trustees and
reviews other matters related
to the pricing of securities.
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Jeffrey B. Weeden
(Chair)
Maureen T. Upton
Clifford J. Weber
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5
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Nominating and Governance Committee
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|
Identifies and recommends
individuals for election as
Trustee, consults with
Management in planning
Trustee meetings, and
oversees the administration
of, and ensures
compliance
with, the Trusts Governance
Procedures and Guidelines,
which includes review of
proposed changes to Trustee
compensation.
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|
Maureen T. Upton
(Chair)
Clifford J. Weber
Jeffrey B. Weeden
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|
4
|
Board Oversight of Risk Management
Janus Capital, as part of its responsibilities for the day-to-day operations of the Funds, is responsible for day-to-day risk management. The Board, as part of
its overall oversight responsibilities for the Funds operations, oversees Janus Capitals risk management efforts with respect to the Funds. The Board, in the exercise of its reasonable business judgment, also separately considers
potential risks that may impact the Funds. Information considered by the Board is provided by Janus Capital and the Funds service providers, as deemed appropriate from time to time. As the Funds begin to have a performance history, the Board
and its Committees will have an opportunity to analyze the risks of the Funds and request information they deem appropriate. The Audit and Pricing Committee will consider valuation risk as part of its regular oversight responsibilities as well as
enterprise risk. The Board also may be apprised of particular risk management matters in connection with its general oversight and approval of various Fund matters brought before the Board. The Board has appointed a Chief Compliance Officer for the
Funds (Fund CCO) who reports directly to the Board. The Fund CCO, who also serves as Chief Compliance Officer of other Janus Henderson funds, will discuss relevant risk issues that may impact the Janus Henderson funds and/or Janus
Capitals services to the funds, and will also discuss matters related to the Funds compliance policies and procedures.
52
Additional Information About Trustees
Under the Trusts Governance Procedures and Guidelines, the Trustees are expected to make efforts to invest in one or more (but not necessarily all) funds
advised by Janus Capital for which they serve as Trustee, to the extent it is practicable and reasonable to do so. Such investments, including the amount and which funds, are dictated by each Trustees individual financial circumstances and
investment goals.
As of December 31, 2019, the Trustees owned securities of the Funds described in this SAI in the dollar range shown in the
following table. The last column of the table reflects each Trustees aggregate dollar range of securities of all mutual funds advised by Janus Capital and overseen by the Trustees (collectively, the Janus Henderson Funds).
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Name of Trustee
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|
Dollar Range of Equity Securities in the Funds
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|
|
Aggregate Dollar Range of Equity Securities
in All Registered Investment
Companies
Overseen by Trustee in Janus Henderson Funds
|
|
Independent Trustees
|
|
|
|
|
|
|
|
|
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Clifford
J. Weber
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|
None
|
|
|
|
|
|
|
$10,001-$50,000
|
|
Maureen T.
Upton
|
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None
|
|
|
|
|
|
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$50,001-$100,000
|
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Jeffrey B.
Weeden
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None
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|
|
|
|
|
|
over $100,000
|
|
Interested Trustee
|
|
|
|
|
|
|
|
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Richard C.
Hoge1
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None
|
|
|
|
|
|
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$10,001-$50,000
|
|
1
|
|
Effective January 15, 2020, Richard C. Hoge became a Trustee of the Trust.
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Trustee Compensation
Each Independent Trustee receives an annual retainer plus a fee for each in-person or telephonic meeting of the Trustees attended. Given the unitary
fee structure, Janus Capital pays the compensation and expenses of the Independent Trustees. Each Independent Trustee receives fees from other Janus Henderson funds for serving as Trustee of those funds. Janus Capital pays persons who are directors,
officers, or employees of Janus Capital or any affiliate thereof, or any Trustee considered an interested Trustee, for their services as Trustees or officers. The Trust and other funds managed by Janus Capital may pay all or a portion of
the compensation and related expenses of the Funds Chief Compliance Officer and compliance staff, as authorized from time to time by the Trustees.
To the best knowledge of the Trust, the following table shows the aggregate compensation paid by Janus Capital to each Independent Trustee for the fiscal year
ended October 31, 2019. None of the Independent Trustees receives any pension or retirement benefits from the Funds or Janus Capital.
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Name of Person, Position
|
|
Aggregate
Compensation
from the Trust(1)
|
|
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Total Compensation from
the Janus Henderson
Funds Overseen
by Trustees(2)
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Independent Trustees
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Clifford
J. Weber, Chairman and Trustee
|
|
$
|
20,625
|
|
|
$
|
41,750
|
|
Maureen T.
Upton, Trustee
|
|
$
|
20,625
|
|
|
$
|
41,750
|
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Jeffrey B.
Weeden, Trustee
|
|
$
|
20,625
|
|
|
$
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41,750
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Interested Trustee
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|
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|
|
|
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Richard C.
Hoge, Trustee(3)
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$
|
0
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|
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$
|
0
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(1)
|
There are currently 7 series of the Trust.
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(2)
|
For each Independent Trustee, includes compensation for service on the boards of two Janus trusts comprised of
10 portfolios.
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(3)
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Richard C. Hoge is an Interested Trustee by virtue of his employment with Janus Henderson Investors. Effective
January 15, 2020, Mr. Hoge became a Trustee of the Trust.
|
53
|
JANUS INVESTMENT PERSONNEL
|
Other Accounts Managed
To the best knowledge of the Trust, the following table provides information relating to other accounts managed by the portfolio managers as of October 31,
2019. For any co-managed Fund or account, the assets reflect total Fund assets. No accounts included in the totals listed below have a performance-based advisory fee.
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|
|
|
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Other Registered
Investment
Companies
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|
|
Other Pooled
Investment
Vehicles
|
|
|
Other Accounts
|
|
Benjamin Wang
|
|
Number of Other Accounts Managed
|
|
|
6
|
|
|
|
None
|
|
|
|
None
|
|
|
|
Assets in Other Accounts Managed
|
|
$
|
469.70M
|
|
|
|
None
|
|
|
|
None
|
|
Scott M. Weiner
|
|
Number of Other Accounts Managed
|
|
|
6
|
|
|
|
None
|
|
|
|
None
|
|
|
|
Assets in Other Accounts Managed
|
|
$
|
469.70M
|
|
|
|
None
|
|
|
|
None
|
|
Material Conflicts
As shown in the table above, portfolio managers and investment personnel (for the purposes of this section, are together referred to as portfolio
managers) generally manage other accounts, including accounts that may hold the same securities as or pursue investment strategies similar to the Funds. Those other accounts may include other Janus Henderson funds, private-label funds for
which Janus Capital or an affiliate serves as sub-adviser, separately managed accounts or other pooled investment vehicles, such as hedge funds, which may have different fee structures or rates than a Fund or may have a performance-based management
fee. As such, fees earned by Janus Capital may vary among these accounts. Janus Capital or an affiliate may also proprietarily invest in or provide seed capital to some but not all of these accounts. In addition, portfolio managers may personally
invest in or provide seed capital to some but not all of these accounts, and certain of these accounts may have a greater impact on their compensation than others. Further, portfolio managers (or their family members) may beneficially own or
transact in the same securities as those held in a Funds portfolio. These factors could create conflicts of interest because a portfolio manager may have incentives to favor one or more accounts over others in the allocation of time,
resources, or investment opportunities, resulting in the potential for the Fund to be disadvantaged if, for example, one or more accounts outperform the Fund.
A conflict may arise if a portfolio manager identifies a limited investment opportunity that may be appropriate for a Fund, but the Fund is not able to take
full advantage of that opportunity due to the need to allocate that opportunity among other accounts also managed by the portfolio manager. A conflict may also arise if a portfolio manager executes transactions in one or more accounts that adversely
impact the value of securities held by a Fund.
Janus Capital believes that these and other conflicts are mitigated by policies, procedures, and practices
in place, including those governing personal trading, proprietary trading and seed capital deployment, aggregation and allocation of trades, allocation of limited offerings, cross trades, and best execution. In addition, Janus Capital generally
requires portfolio managers to manage accounts with similar investment strategies in a similar fashion, subject to a variety of exceptions, including, but not limited to, investment restrictions or policies applicable only to certain accounts,
certain portfolio holdings that may be transferred in-kind when an account is opened, differences in cash flows and account sizes, and similar factors. Janus Capital monitors performance of accounts with similar strategies for any performance
dispersion.
Janus Capital generates trades throughout the day, depending on the volume of orders received from portfolio managers, for all of its clients
using trade system software. Trades are pre-allocated to individual clients and submitted to selected brokers via electronic files, in alignment with Janus Capitals best execution policy. If an order is not completely filled, executed shares
are allocated to client accounts in proportion to the order. In addition, Janus Capital has adopted trade allocation procedures that govern allocation of securities among various Janus accounts. Trade allocation and personal trading are described in
further detail under Additional Information About Janus Capital. Furthermore, Janus Capital believes that conflicts arising from personal ownership by a portfolio manager (or portfolio managers family members) of the same
securities held in a Fund may be mitigated by the portfolio managers compliance with Janus Capitals personal trading policy within the Personal Code of Ethics.
54
Compensation Information
The following describes the structure and method of calculating a portfolio managers compensation.
The portfolio managers are compensated for managing the Funds and any other funds, portfolios, or accounts for which they have exclusive or shared
responsibilities through two components: fixed compensation and variable compensation. Compensation (both fixed and variable) is determined on a pre-tax basis.
Fixed Compensation: Fixed compensation is paid in cash and is comprised of an annual base salary. The base salary is based on factors
such as performance, complexity of managing portfolios, scope of responsibility (including assets under management), skills, knowledge, experience, ability, and market competitiveness.
Variable Compensation: Variable compensation is paid in the form of cash and deferred awards. Deferrals are typically made in Janus
Henderson restricted stock, although in some cases deferrals are made in mutual funds for regulatory reasons. For some individuals with a significant JH stock holding they may also elect to have some or all of their deferral delivered in mutual
funds. Individuals Awards, if any, are discretionary and given based on company, department and individual performance.
A portfolio managers
variable compensation is discretionary and is determined by Janus Capital Management. The overall investment team variable compensation pool is funded by an amount equal to a percentage of Janus Hendersons pre-incentive operating income. In
determining individual awards, both quantitative and qualitative factors are considered including, among other things, performance, client support and investment team support through the sharing of ideas, leadership, development, mentoring, and
teamwork.
As of October 31, 2019, the portfolio managers and/or investment personnel of the Funds described in this SAI
beneficially owned securities of the Fund(s) they manage in the dollar range shown in the following table.
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|
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|
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Investment Personnel
|
|
Dollar Range of Equity Securities in the Fund(s) Managed
|
|
Benjamin Wang
|
|
None
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|
|
|
|
Scott
M. Weiner
|
|
None
|
|
|
|
|
55
PRINCIPAL SHAREHOLDERS
To the best knowledge of Janus Detroit Street Trust, as of January 31, 2020, the officers and Trustees as a group owned less than 1% of the outstanding
shares of each of the Funds. As of January 31, 2020, the percentage ownership of any person or entity owning 5% or more of the outstanding shares of any Fund is listed below. Any person or entity that beneficially owns, directly or through one
or more controlled companies, more than 25% of the voting securities of a company is presumed to control such company. Accordingly, to the extent that a person or entity is identified as the beneficial owner of more than 25% of the
voting securities of a Fund, or is identified as the record owner of more than 25% of a Fund and has voting and/or investment powers, that person or entity may be presumed to control such Fund. A controlling shareholders vote could have a more
significant effect on matters presented to shareholders for approval than the vote of other Fund shareholders.
To the best knowledge of Janus Detroit
Street Trust, as of January 31, 2020, JP Morgan Securities LLC/JPMC may be deemed to control The Obesity ETF by virtue of owning more than 25% of the outstanding shares of the Fund.
An Authorized Participant may hold of record more than 25% of the outstanding shares of a Fund. From time to time, Authorized Participants may be a beneficial
and/or legal owner of a Fund, may be affiliated with an index provider, may be deemed to have control of a Fund and/or may be able to affect the outcome of matters presented for a vote of the shareholders of a Fund. Authorized Participants may
execute an irrevocable proxy granting the Distributor or an affiliate of Janus Capital power to vote or abstain from voting such Authorized Participants beneficially or legally owned shares of a Fund. In such cases, the agent shall mirror vote
(or abstain from voting) such shares in the same proportion as all other beneficial owners of a Fund.
To the best knowledge of the Trust, entities
shown as owning more than 25% of the outstanding shares of a Fund, if any, are not the beneficial owners of such shares, unless otherwise indicated. The following chart lists each shareholder or group of shareholders who beneficially (or of record)
owned more than 5% of a Fund as of January 31, 2020:
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|
|
|
|
|
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Fund Name
|
|
Shareholder and Address of Record
|
|
Percentage Ownership
|
|
The Obesity ETF
|
|
JP Morgan Securities LLC/JPMC
1111 Polaris Pkwy,
Floor 2J
Columbus, OH
|
|
|
30.53
|
%
|
|
|
National Financial Services Corporation
200 Liberty Street
New York, NY 10281
|
|
|
14.16
|
%
|
|
|
Bank of America
100 North Tyron Street
Charlotte, NC 28255
|
|
|
11.87
|
%
|
|
|
TD Ameritrade Clearing, Inc.
4211 South 102nd Street
Omaha, NE 68127
|
|
|
9.38
|
%
|
|
|
Charles Schwab & Co. Inc.
101 Montgomery Street
San Francisco, CA 94104
|
|
|
9.09
|
%
|
The Organics ETF
|
|
Charles Schwab & Co. Inc.
101 Montgomery Street
San Francisco, CA 94104
|
|
|
18.30
|
%
|
|
|
JP Morgan Securities LLC/JPMC
1111 Polaris Pkwy,
Floor 2J
Columbus, OH
|
|
|
14.57
|
%
|
|
|
National Financial Services Corporation
200 Liberty Street
New York, NY 10281
|
|
|
12.56
|
%
|
|
|
Bank of America
100 North Tyron Street
Charlotte, NC 28255
|
|
|
7.95
|
%
|
|
|
Pershing LLC
One Pershing Plaza
Jersey City, NJ 07399
|
|
|
6.45
|
%
|
|
|
TD Ameritrade Clearing, Inc.
4211 South 102nd Street
Omaha, NE 68127
|
|
|
6.01
|
%
|
56
MISCELLANEOUS INFORMATION
Each Fund is a series of the Trust, an open-end management investment company registered under the 1940 Act and organized as a Delaware statutory trust on
August 6, 2015. As of the date of this SAI, the Trust offers 7 series of shares, known as Funds. The other series of the Trust are described in separate statements of additional information.
|
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Fund Name
|
|
|
|
Janus Henderson Mortgage-Backed Securities ETF
|
|
|
|
|
Janus Henderson Small Cap Growth Alpha ETF
|
|
|
|
|
Janus Henderson Small/Mid Cap Growth Alpha ETF
|
|
|
|
|
Janus Henderson Short Duration Income ETF
|
|
|
|
|
The Long-Term Care ETF
|
|
|
|
|
The Obesity ETF
|
|
|
|
|
The Organics ETF
|
|
|
|
|
Janus Capital reserves the right to the name Janus Henderson. In the event that Janus Capital does not continue to
provide investment advice to the Funds, the Funds must cease to use the name Janus Henderson as soon as reasonably practicable.
It is
important to know that, pursuant to the Trusts Agreement and Declaration of Trust, the Trustees have the authority to merge, liquidate, consolidate and/or reorganize a Fund into another fund without seeking shareholder vote or consent. Any
such consolidation, merger, or reorganization may be authorized at any time by a vote of a majority of the Trustees then in office. The Trustees may liquidate a Fund if a Fund fails to reach or maintain viable size or for such other reasons as may
be determined by the Board in its discretion.
The Trust is authorized to issue an unlimited number of shares of beneficial interest with a par value of $0.001 per share for
each series of the Trust. Shares of each series of the Trust are fully paid and nonassessable when issued. Shares of the Funds participate equally in dividends and other distributions by the shares of such Fund, and in residual assets of that Fund
in the event of liquidation. Shares of each Fund have no preemptive, conversion, or subscription rights. Shares of each Fund may be transferred by endorsement or stock power as is customary, but a Fund is not bound to recognize any transfer until it
is recorded on its books.
The Trust does not intend to hold annual or regular shareholder meetings unless otherwise required by the Agreement and
Declaration of Trust or the 1940 Act. Special meetings may be called for a specific Fund or for the Trust as a whole for purposes such as changing fundamental policies, electing or removing Trustees, making any changes to the Agreement and
Declaration of Trust that would affect shareholders voting rights (as specified in the Agreement and Declaration of Trust), determining whether to bring certain derivative actions, or for any other purpose requiring a shareholder vote under
applicable law or the Trusts governing documents, or as the Trustees consider necessary or desirable.
Under the Agreement and Declaration of Trust,
special meetings of shareholders of the Trust or of a Fund shall be called subject to certain conditions, upon written request of shareholders owning shares representing at least 25% (or 10% to the extent required by the 1940 Act) of the shares then
outstanding. The Funds will assist these shareholders in communicating with other shareholders in connection with such a meeting similar to that referred to in Section 16(c) of the 1940 Act.
Under the Agreement and Declaration of Trust, each Trustee of the Trust will continue in office until the termination of the
Trust or his or her earlier death, retirement, resignation, incapacity, or removal. Vacancies will be filled by appointment by a majority of the remaining Trustees, subject to the 1940 Act.
Pursuant to the terms of the Participant Agreement, an Authorized Participant, to the extent that it is a beneficial owner of Fund shares, will irrevocably
appoint the Distributor as its agent and proxy with full authorization and power to vote (or abstain from voting) its beneficially owned Fund shares. The Distributor intends to vote such shares in accordance with its written supervisory procedures.
57
As a shareholder, you are entitled to one vote per share (with proportionate voting for fractional
shares). Generally, each fund votes together as a single group, except where a separate vote of one or more funds is required by law or where the interests of one or more funds are affected differently from other funds. Shares of all series of the
Trust have noncumulative voting rights, which means that the holders of more than 50% of the value of shares of all series of the Trust voting for the election of Trustees can elect 100% of the Trustees if they choose to do so. In such event, the
holders of the remaining value of shares will not be able to elect any Trustees.
The Trust may in the future seek to achieve a funds objective by investing all of that funds assets in another
investment company having the same investment objective and substantially the same investment policies and restrictions as those applicable to that fund. Unless otherwise required by law, this policy may be implemented by the Trustees without
shareholder approval.
|
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
|
PricewaterhouseCoopers LLP, 1900 16th Street, Suite 1600, Denver, Colorado 80202, the Independent Registered Public
Accounting Firm for the Funds, audits the Funds annual financial statements and performs tax services for the Funds.
The Trust has filed with the SEC, Washington, D.C., a Registration Statement under the Securities Act of 1933, as amended, with
respect to the securities to which this SAI relates. If further information is desired with respect to a Fund or such securities, reference is made to the Registration Statement and the exhibits filed as a part thereof.
58
FINANCIAL STATEMENTS
The following audited financial statements for the year ended October 31, 2019 are hereby incorporated into this SAI by reference to the Annual Report dated
October 31, 2019, as applicable.
Schedules of Investments as of October 31, 2019
Statements of Assets and Liabilities as of October 31, 2019
Statements of Operations for the period ended October 31, 2019
Statements of Changes in Net Assets for each of the periods indicated
Financial Highlights for each of the periods indicated
Notes to Schedules of Investments
Notes to
Financial Statements
Report of Independent Registered Public Accounting Firm
The portions of an Annual Report that are not specifically listed above are not incorporated by reference into this SAI and are not part of the Registration
Statement.
59
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60
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janushenderson.com/info
151 Detroit Street
Denver,
Colorado 80206-4805
1-800-668-0434
February 28, 2020
|
|
|
|
|
|
|
Ticker
|
|
Stock Exchange
|
Janus Henderson Small Cap Growth Alpha ETF
|
|
JSML
|
|
The NASDAQ Stock Market LLC
|
Janus Henderson Small/Mid Cap Growth Alpha ETF
|
|
JSMD
|
|
The NASDAQ Stock Market LLC
|
Janus Detroit Street Trust
Statement of Additional Information
This Statement of Additional Information (SAI) expands upon and supplements the information contained in the current Prospectuses of Janus
Henderson Small Cap Growth Alpha ETF and Janus Henderson Small/Mid Cap Growth Alpha ETF (each, a Fund and collectively, the Funds), each of which is a separate series of Janus Detroit Street Trust, a Delaware statutory
trust (the Trust). Each of these series of the Trust represents shares of beneficial interest in a separate portfolio of securities and other assets with its own objective and policies.
This SAI is not a Prospectus and should be read in conjunction with the Funds Prospectuses dated February 28, 2020, and any supplements thereto,
which are incorporated by reference into this SAI and may be obtained by contacting your broker-dealer, plan sponsor, or financial intermediary, at janushenderson.com/info, or by contacting a Janus representative at
1-800-668-0434. This SAI contains additional and more detailed information about the Funds operations and activities than the Prospectuses. The Annual Report, which contains important financial
information about the Funds, is incorporated herein by reference into this SAI. The Annual and Semiannual Reports (as they become available) are available, without charge, by contacting your broker-dealer, plan sponsor, or financial intermediary, at
janushenderson.com/info, or by contacting a Janus representative at 1-800-668-0434.
TABLE OF CONTENTS
1
CLASSIFICATION, INVESTMENT POLICIES
AND RESTRICTIONS,
AND INVESTMENT STRATEGIES AND
RISKS
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JANUS DETROIT STREET TRUST
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This Statement of Additional Information includes information about Janus Henderson Small Cap Growth Alpha ETF and
Janus Henderson Small/Mid Cap Growth Alpha ETF (each, a Fund and, collectively, the Funds), each of which operates as an exchange-traded fund (ETF) and is a series of the Trust, an open-end, management
investment company.
Each Fund offers and issues shares at its net asset value per share (NAV) only in aggregations of a specified number of
shares (Creation Unit), generally in exchange for a designated portfolio of securities (including any portion of such securities for which cash may be substituted) (the Deposit Securities), together with the deposit of a
specified cash payment (the Cash Component), or in certain circumstances, for an all cash payment. Shares of each Fund are listed for trading on The NASDAQ Stock Market LLC (NASDAQ or the Listing Exchange), a
national securities exchange. Shares of each Fund are traded in the secondary market and elsewhere at market prices that may be at, above or below the Funds NAV. Unlike mutual funds, each Funds shares are not individually redeemable
securities. Rather, each Funds shares are redeemable only in Creation Units, and, generally, in exchange for portfolio securities and a Cash Component. Creation Units typically are a specified number of shares, at least 25,000, and generally
multiples of 5,000 above 25,000. Janus Capital may modify the Creation Unit size with prior notification to a Funds Authorized Participants. See the ETF portion of the Janus Henderson website for a Funds current Creation Unit size. In
the event of liquidation of a Fund, the number of shares in a Creation Unit may be lowered below 25,000.
A Fund may charge creation/redemption
transaction fees for each creation and redemption. In all cases, transaction fees will be limited in accordance with the requirements of the Securities and Exchange Commission (SEC) applicable to management investment companies offering
redeemable securities. Some of the information in this SAI and the Prospectus, such as information about purchasing and redeeming shares from a Fund and transaction fees, is not relevant to most retail investors because it applies only to
transactions for Creation Units. Refer to Creation and Redemption of Creation Units.
Once created, a Funds shares generally trade
in the secondary market, at market prices that change throughout the day, in amounts less than a Creation Unit. Investors purchasing a Funds shares in the secondary market through a brokerage account or with the assistance of a broker may be
subject to brokerage commissions and charges.
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EXCHANGE LISTING AND TRADING
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Shares of each Fund are listed for trading and trade throughout the day on the Listing Exchange and other secondary markets.
There can be no assurance that the requirements of the Listing Exchange necessary to maintain the listing of shares of each Fund will continue to be met. The Listing Exchange may, but is not required to, remove the shares of a Fund from listing
under the following circumstances, as may be applicable: (i) following the initial 12-month period beginning upon the commencement of trading of Fund shares, there are fewer than 50 beneficial owners
of shares of a Fund; (ii) the value of Janus Henderson Small Cap Growth Alpha ETFs underlying index (Janus Small Cap Growth Alpha Index) and Janus Henderson Small/Mid Cap Growth Alpha ETFs underlying index (Janus
Small/Mid Cap Growth Alpha Index) (each, an Underlying Index) is no longer calculated or available; (iii) the intra-day net asset value (iNAV) of the Fund is no longer calculated or available; (iv) the
Funds Underlying Index fails to meet certain continuing listing standards of the Listing Exchange; or (v) any other event shall occur or condition shall exist that, in the opinion of the Listing Exchange, makes further dealings on the
Listing Exchange inadvisable. The Listing Exchange will remove the shares of a Fund from listing and trading upon termination of a Fund. In the event a Fund ceases to be listed on an exchange, a Fund may cease operating as an
exchange-traded fund and operate as a mutual fund, provided that shareholders are given advance notice.
As in the case of other
publicly-traded securities, when you buy or sell shares through a financial intermediary you will incur a brokerage commission determined by that financial intermediary.
In order to provide additional information regarding the intra-day value of shares of a Fund, the Listing Exchange or a
market data vendor disseminates every 15 seconds through the facilities of the Consolidated Tape Association or other widely disseminated means an updated iNAV for each Fund as calculated by an information provider or market data vendor. The Trust
is not involved in or responsible for any aspect of the calculation or dissemination of the iNAV and makes no representation or warranty as to the accuracy of the iNAV.
Shares of each Fund trade on the Listing Exchange or in the secondary market at prices that may differ from their NAV or iNAV, because such prices may be
affected by market forces (such as supply and demand for a Funds shares). The Trust reserves the
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right to adjust the share prices of each Fund in the future to maintain convenient trading ranges for investors. Any adjustments would be accomplished through stock splits or reverse stock
splits, which would have no effect on the net assets of a Fund.
Each Fund is not sponsored, endorsed, sold, or promoted by the Listing Exchange. The
Listing Exchange makes no representation or warranty, express or implied, to the owners of shares of a Fund or any member of the public regarding the advisability of investing in securities generally or in a Fund particularly or the ability of a
Fund to achieve its objectives.
The Investment Company Act of 1940, as amended (1940 Act), classifies funds as either diversified or
nondiversified. Each Fund is classified as diversified.
Janus Capital Management LLC (Janus Capital or Janus) is the investment adviser for each Fund.
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INVESTMENT POLICIES AND RESTRICTIONS
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Each Fund is subject to certain fundamental policies and restrictions that may not be changed without shareholder approval.
Shareholder approval means approval by the lesser of: (i) more than 50% of the outstanding voting securities of the Trust (or a particular Fund if a matter affects just that Fund) or (ii) 67% or more of the voting securities present at a
meeting if the holders of more than 50% of the outstanding voting securities of the Trust (or a particular Fund) are present or represented by proxy. The following policies are fundamental policies of the Funds.
(1) With respect to 75% of its total assets, each Fund may not purchase securities of an issuer (other than the U.S. Government, its agencies,
instrumentalities or authorities, or repurchase agreements collateralized by U.S. Government securities, and securities of other investment companies) if: (a) such purchase would, at the time, cause more than 5% of the Funds total
assets taken at market value to be invested in the securities of such issuer or (b) such purchase would, at the time, result in more than 10% of the outstanding voting securities of such issuer being held by the Fund.
Each Fund may not:
(2) Invest 25% or more of the
value of its total assets in any particular industry or group of industries (other than U.S. Government securities and securities of other investment companies), except to the extent each Funds Underlying Index concentrates in the
securities of a particular industry or group of industries, the Fund will concentrate its investments to approximately the same extent as its Underlying Index.
(3) Purchase or sell physical commodities unless acquired as a result of ownership of securities or other instruments (but this limitation shall not
prevent a Fund from purchasing or selling foreign currencies, options, futures, swaps, forward contracts, or other derivative instruments, or from investing in securities or other instruments backed by physical commodities).
(4) Lend any security or make any other loan if, as a result, more than one-third of a Funds total assets would be lent to other parties (but
this limitation does not apply to investments in repurchase agreements, commercial paper, debt securities, or loans, including assignments and participation interests).
(5) Act as an underwriter of securities issued by others, except to the extent that a Fund may be deemed an underwriter in connection with the
disposition of its portfolio securities.
(6) Borrow money except that a Fund may borrow money for temporary or emergency purposes (not for
leveraging or investment). Borrowings from banks will not, in any event, exceed one-third of the value of a Funds total assets (including the amount borrowed). This policy shall not prohibit short sales transactions, or futures, options,
swaps, repurchase transactions (including reverse repurchase agreements), or forward transactions. A Fund may not issue senior securities in contravention of the 1940 Act.
(7) Invest directly in real estate or interests in real estate; however, a Fund may own debt or equity securities issued by companies engaged in
those businesses.
As a fundamental policy, a Fund may, notwithstanding any other investment policy or limitation (whether or not fundamental), invest all
of its assets in the securities of a single open-end management investment company with substantially the same fundamental investment objectives, policies, and limitations as the Fund.
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The Board of Trustees (Trustees) has adopted additional investment restrictions for the Funds. These
restrictions are operating policies of the Funds and may be changed by the Trustees without shareholder approval. The additional restrictions adopted by the Trustees to date include the following:
(1) If a Fund is an underlying fund in a fund of funds, the Fund may not acquire securities of other investment companies in reliance on
Section 12(d)(1)(F) of the 1940 Act and securities of open-end investment companies or registered unit investment trusts in reliance on Section 12(d)(1)(G) of the 1940 Act.
(2) A Fund may sell securities short if it owns or has the right to obtain securities equivalent in kind and amount to the securities sold short
without the payment of any additional consideration therefor (short sales against the box). In addition, a Fund may engage in short sales other than against the box, which involve selling a security that the Fund borrows and does not
own. The Trustees may impose limits on a Funds investments in short sales, as described in the Funds Prospectus. Transactions in futures, options, swaps, and forward contracts not involving short sales are not deemed to constitute
selling securities short.
(3) The Funds do not intend to purchase securities on margin, except that the Funds may obtain such short-term
credits as are necessary for the clearance of transactions, and provided that margin payments and other deposits in connection with transactions involving short sales, futures, options, swaps, forward contracts, and other permitted investment
techniques shall not be deemed to constitute purchasing securities on margin.
(4) A Fund may not mortgage or pledge any securities owned or
held by the Fund in amounts that exceed, in the aggregate, 15% of the Funds net asset value (NAV), provided that this limitation does not apply to: reverse repurchase agreements; deposits of assets to margin; guarantee positions in
futures, options, swaps, or forward contracts; or the segregation of assets in connection with such contracts.
(5) A Fund may not acquire any
illiquid investment if, immediately after the acquisition, the Fund would have invested more than 15% of its net assets in illiquid investments that are assets.
(6) The Funds may not invest in companies for the purpose of exercising control of management.
Under the terms of an exemptive order received from the SEC, a Fund may borrow money from or lend money to other funds that permit such transactions and for
which Janus Capital or one of its affiliates serves as investment adviser. All such borrowing and lending will be subject to the above limits and to the limits and other conditions in such exemptive order. Each Fund will borrow money through the
program only when the costs are equal to or lower than the cost of bank loans. Interfund loans and borrowings normally extend overnight, but can have a maximum duration of seven days. Each Fund will lend through the program only when the returns are
higher than those available from other short-term instruments (such as repurchase agreements). A Fund may have to borrow from a bank at a higher interest rate if an interfund loan is called or not renewed. Any delay in repayment to a lending Fund
could result in a lost investment opportunity or additional borrowing costs, and interfund loans are subject to the risk that the borrowing Fund may be unable to repay the loan when due. While it is expected that a Fund may borrow money through the
program to satisfy redemption requests or to cover unanticipated cash shortfalls, a Fund may elect to not participate in the program during times of market uncertainty or distress or for other reasons.
For purposes of these investment restrictions, the identification of the issuer of a municipal obligation depends on the terms and conditions of the security.
When assets and revenues of a political subdivision are separate from those of the government that created the subdivision and the security is backed only by the assets and revenues of the subdivision, the subdivision is deemed to be the sole
issuer. Similarly, in the case of an industrial development bond, if the bond is backed only by assets and revenues of a nongovernmental user, then the nongovernmental user would be deemed to be the sole issuer. If, however, in either case, the
creating government or some other entity guarantees the security, the guarantee would be considered a separate security that would be treated as an issue of the guaranteeing entity.
For purposes of the Funds fundamental policy related to investments in real estate, the policy does not prohibit the purchase of securities directly or
indirectly secured by real estate or interests therein, or issued by entities that invest in real estate or interests therein, such as, but not limited to, corporations, partnerships, real estate investment trusts (REITs), and other REIT-like entities, such as foreign entities that have REIT characteristics.
Except for the Funds policies with
respect to investments in illiquid investments and borrowing, the percentage limitations included in these policies and elsewhere in this SAI and/or the Funds Prospectuses normally apply only at the time of purchase
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of a security. So, for example, if a Fund exceeds a limit as a result of market fluctuations or the sale of other securities, it will not be required to dispose of any securities and may continue
to purchase such securities in order to track the underlying index.
For purposes of each Funds policies on investing in particular industries, each
Fund relies primarily on industry or industry group classifications under the Global Industry Classification Standard (GICS) developed by MSCI. To the extent that the above classifications are so broad that the primary economic
characteristics in a single class are materially different, a Fund may further classify issuers in accordance with industry classifications consistent with relevant SEC staff interpretations. The Funds may change any source used for determining
industry classifications without prior shareholder notice or approval.
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INVESTMENT STRATEGIES AND RISKS
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Each Fund seeks investment results that correspond generally, before fees and expenses, to the performance of its respective
Underlying Index. A discussion of the risks associated with an investment in each Fund is contained in each Funds Prospectus under the headings Principal Investment Risks and Risks of the Fund. The discussion below
supplements, and should be read in conjunction with, such sections of each Funds Prospectus.
General Considerations and Risks
Investment in a Fund should be made with an understanding that the value of the portfolio of securities held by the Fund may fluctuate in accordance with
changes in the financial condition of the issuers of the portfolio securities, the value of common stocks generally and other factors.
Each Fund is not
actively managed by traditional methods and therefore the adverse financial condition of any one issuer will not result in the elimination of its securities from the portfolio securities held by the Fund unless the securities of such issuer are
removed from the Underlying Index.
An investment in a Fund should also be made with an understanding that a Fund will not be able to replicate exactly the
performance of the Underlying Index because the total return generated by its portfolio securities will be reduced by transaction costs incurred in adjusting the actual balance of such securities and other Fund expenses, whereas such transaction
costs and expenses are not included in the calculation of the Underlying Index. It is also possible that for short periods of time, a Fund may not fully replicate the performance of the Underlying Index due to the temporary unavailability of certain
Underlying Index securities in the secondary market or due to other extraordinary circumstances. Such events are unlikely to continue for an extended period of time because a Fund is required to correct such imbalances by means of adjusting the
composition of its portfolio securities.
An investment in a Fund should also be made with an understanding of the risks inherent in an investment in
securities, including the risk that the financial condition of issuers may become impaired or that the general condition of the securities markets may deteriorate (either of which may cause a decrease in the value of the portfolio securities and
thus in the value of shares). Securities are susceptible to general market fluctuations and to volatile increases and decreases in value as market confidence in and perceptions of their issuers change. These investor perceptions are based on various
and unpredictable factors including expectations regarding government, economic, monetary and fiscal policies, inflation and interest rates, economic expansion or contraction, and global or regional political, economic and banking crises.
Holders of common stocks incur more risk than holders of preferred stocks and debt obligations because common stockholders, as owners of the issuer, have
generally inferior rights to receive payments from the issuer in comparison with the rights of creditors of, or holders of debt obligations or preferred stocks issued by, the issuer. Further, unlike debt securities which typically have a stated
principal amount payable at maturity (whose value, however, will be subject to market fluctuations prior thereto), or preferred stocks which typically have a liquidation preference and which may have stated optional or mandatory redemption
provisions, common stocks have neither a fixed principal amount nor a maturity. Common stock values are subject to market fluctuations as long as the common stock remains outstanding.
The principal trading market for some of the securities in an index may be in the
over-the-counter market. The existence of a liquid trading market for certain securities may depend on whether dealers will make a market in such securities. There can
be no assurance that a market will be made or maintained or that any such market will be or remain liquid. The price at which securities may be sold and the value of a Funds shares will be adversely affected if trading markets for a
Funds portfolio securities are limited or absent or if bid/ask spreads are wide.
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Diversification
Funds are classified as either diversified or nondiversified. Diversification is a way to reduce risk by investing in a broad range of
stocks or other securities. To be classified as diversified under the 1940 Act, a fund may not, with respect to 75% of its total assets, invest more than 5% of its total assets in any issuer and may not own more than 10% of the
outstanding voting securities of an issuer. A fund that is classified as nondiversified under the 1940 Act is not subject to the same restrictions and therefore has the ability to take larger positions in a smaller number of issuers than
a fund that is classified as diversified. However, because the appreciation or depreciation of a single security may have a greater impact on the NAV of a fund which is classified as nondiversified, its share price can be expected to
fluctuate more than a comparable fund which is classified as diversified. This fluctuation, if significant, may affect the performance of a fund. Each Fund is classified as diversified.
Cybersecurity
With the increased use of the Internet to
conduct business, the Funds are susceptible to operational and information security risks. In general cyber incidents can result from deliberate attacks or unintentional events. Cyber-attacks include, but are not limited to, infection by computer
viruses or other malicious software code, gaining unauthorized access to systems, networks, or devices that are used to service the Funds operations through hacking or other means for the purpose of misappropriating assets or
sensitive information, corrupting data, or causing operational disruption. Cyber-attacks may also be carried out in a manner that does not require gaining unauthorized access, such as causing denial-of-service attacks on the Funds website. In addition, authorized persons could inadvertently or intentionally release confidential or proprietary information stored on the Funds systems.
Cyber security failures or breaches by the Funds third party service providers (including, but not limited to, Janus Capital, custodians, transfer
agents, and financial intermediaries), or the subadvisers (if applicable) may cause disruptions and impact the service providers and the Funds business operations, potentially resulting in financial losses, the inability of fund
shareholders to transact business and the Funds to process transactions, inability to calculate a Funds net asset value, violations of applicable privacy and other laws, regulatory fines, penalties, reputational damage, reimbursement or other
compensation costs, and/or additional compliance costs. The Funds may incur incremental costs to prevent cyber incidents in the future. The Funds and their shareholders could be negatively impacted as a result. While Janus Capital has established
business continuity plans and risk management systems designed to prevent or reduce the impact of such cyber-attacks, there are inherent limitations in such plans and systems due in part to the ever-changing nature of technology and cyber-attack
tactics. As such, there is a possibility that certain risks have not been adequately identified or prepared for. Furthermore, the Funds cannot directly control any cyber security plans and systems put in place by third party service providers. Cyber
security risks are also present for issuers of securities in which a Fund invests, which could result in material adverse consequences for such issuers, and may cause the Funds investment in such securities to lose value.
Equity Securities
The Funds may invest in equity
securities, which include, but are not limited to, common and preferred stocks and securities convertible or exchangeable into common stock.
Common
Stock. Common stock represents a proportionate share of the ownership of a company. Common stocks sometimes are divided into several classes, with each class having different voting rights, dividend rights, or other differences in
their rights and priorities. The value of a stock is based on the markets assessment of the current and future success of a companys business, any income paid to stockholders, the value of the companys assets, and general market
conditions. The value of a stock may also be adversely affected by other factors such as accounting irregularities, actual or perceived weaknesses in corporate governance practices of a companys board or management, and changes in company
management. Common stock values can fluctuate dramatically over short periods.
Preferred Stock. A preferred stock represents an
ownership interest in a company, but pays dividends at a specific rate and has priority over common stock in payment of dividends and liquidation claims. Preferred stock dividends are generally cumulative, noncumulative, or participating.
Cumulative dividend provisions require all or a portion of prior unpaid dividends to be paid before dividends can be paid to the issuers common stock. Participating preferred stock may be entitled to a dividend
exceeding the stated dividend in certain cases. Like debt securities, the value of a preferred stock often fluctuates more in
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response to changes in interest rates and the creditworthiness of the issuer, rather than in response to changes in the issuers profitability and business prospects. Preferred stock is
subject to similar risks as common stock and debt securities.
Convertible Securities. A convertible security is generally a debt
obligation or preferred stock that may be converted within a specified period of time into a certain amount of common stock of the same or a different issuer. A convertible security, such as a convertible preferred stock, provides a
fixed-income stream and the opportunity, through its conversion feature, to participate in the capital appreciation resulting from a market price advance in its underlying common stock. Like a common stock, the value of a convertible security tends
to increase as the market value of the underlying stock rises, and it tends to decrease as the market value of the underlying stock declines. As with a fixed-income security, a convertible security tends to increase in market value when interest
rates decline and decrease in value when interest rates rise. Because both interest rate and market movements can influence its value, a convertible security is not as sensitive to interest rates as a similar fixed-income security, nor is it as
sensitive to changes in share price as its underlying stock.
Convertible securities generally have less potential for gain or loss than common stocks.
Convertible securities generally provide yields higher than the underlying common stocks, but generally lower than comparable non-convertible securities. Because of this higher yield, convertible securities generally sell at prices above their
conversion value, which is the current market value of the stock to be received upon conversion. The difference between this conversion value and the price of convertible securities will vary over time depending on changes in the value
of the underlying common stocks and interest rates.
A convertible security may also be called for redemption or conversion by the issuer after a
particular date and under certain circumstances (including a specified price) established upon issue. If a convertible security held by a Fund is called for redemption or conversion, the Fund could be required to tender it for redemption, convert it
into the underlying common stock, or sell it to a third party.
Foreign Securities
Each Fund may invest in foreign securities either indirectly (e.g., depositary receipts, depositary shares, and passive foreign investment companies) or
directly in foreign markets, including emerging markets. Investments in foreign securities may include, but are not necessarily limited to, corporate debt securities of foreign issuers, preferred or preference stock of foreign issuers, certain
foreign bank obligations, and U.S. dollar or foreign currency-denominated obligations of foreign governments or supranational entities or their subdivisions, agencies, and instrumentalities. Investments in foreign securities, including
securities of foreign and emerging market governments, may involve greater risks than investing in domestic securities because a Funds performance may depend on factors other than the performance of a particular company. These factors include:
Currency Risk. As long as a Fund holds a foreign security, its value will be affected by the value of the local currency
relative to the U.S. dollar. When a Fund sells a foreign currency denominated security, its value may be worth less in U.S. dollars even if the security increases in value in its home country. U.S. dollar-denominated securities of
foreign issuers may also be affected by currency risk, as the value of these securities may also be affected by changes in the issuers local currency.
Political and Economic Risk. Foreign investments may be subject to heightened political and economic risks, particularly in
emerging markets which may have relatively unstable governments, immature economic structures, national policies restricting investments by foreigners, social instability, and different and/or developing legal systems. In some countries, there is
the risk that the government may take over the assets or operations of a company or that the government may impose withholding and other taxes or limits on the removal of a Funds assets from that country. In addition, the economies of emerging
markets may be predominantly based on only a few industries, may be highly vulnerable to changes in local or global trade conditions, and may suffer from extreme and volatile debt burdens or inflation rates.
Regulatory Risk. There may be less government supervision of foreign markets. As a result, foreign issuers may not be subject
to the uniform accounting, auditing, and financial reporting standards and practices applicable to domestic issuers, and there may be less publicly available information about foreign issuers.
Foreign Market Risk. Foreign securities markets, particularly those of emerging market countries, may be less liquid and more
volatile than domestic markets. These securities markets may trade a small number of securities, may have a limited number of issuers and a high proportion of shares, or may be held by a relatively small number of persons or institutions. Local
securities markets may be unable to respond effectively to increases in trading volume, potentially making prompt liquidation of substantial holdings difficult or impossible at times. It is also possible that certain markets may require
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payment for securities before delivery, and delays may be encountered in settling securities transactions. In some foreign markets, there may not be protection against failure by other parties to
complete transactions. It may not be possible for a Fund to repatriate capital, dividends, interest, and other income from a particular country or governmental entity. In addition, securities of issuers located in or economically tied to countries
with emerging markets may have limited marketability and may be subject to more abrupt or erratic price movements which could also have a negative effect on a Fund. Such factors may hinder a Funds ability to buy and sell emerging market
securities in a timely manner, affecting the Funds investment strategies and potentially affecting the value of the Fund.
Geographic Investment Risk. To the extent a Fund invests a significant portion of its assets in a particular country or
geographic region, the Fund will generally have more exposure to certain risks due to possible political, economic, social, or regulatory events in that country or region. Adverse developments in certain regions could also adversely affect
securities of other countries whose economies appear to be unrelated and could have a negative impact on a Funds performance.
Transaction Costs. Costs of buying, selling, and holding foreign securities, including brokerage, tax, and custody costs, may
be higher than those involved in domestic transactions.
Loans of Portfolio Securities
Each Fund may lend its investment securities to approved borrowers. Any gain or loss on the market price of the securities loaned that might occur during the
term of the loan would be for the account of a Fund. These loans cannot exceed one-third of a Funds total assets.
Approved borrowers are brokers,
dealers, domestic and foreign banks, or other financial institutions that meet credit or other requirements as established by, and subject to the review of, the Trusts Board, so long as the terms, the structure and the aggregate amount of such
loans are not inconsistent with the 1940 Act and the rules and regulations thereunder or interpretations of the SEC, which require that (a) the borrowers pledge and maintain with the applicable Fund collateral consisting of cash, an irrevocable
letter of credit issued by a bank, or securities issued or guaranteed by the U.S. Government having a value at all times of not less than 102% of the value of the securities loaned (on a mark-to-market basis); (b) the loan be made subject to termination by a Fund at any time; and (c) a Fund receives reasonable interest on the loan. From time to time, a Fund may return a
part of the interest earned from the investment of collateral received from securities loaned to the borrower and/or a third party that is unaffiliated with a Fund and that is acting as a finder.
Illiquid Investments
Each Fund may not acquire any
illiquid investment if, immediately after the acquisition, a Fund would have invested more than 15% of its net assets in illiquid investments that are assets. Illiquid investments, which include certain securities that are purchased in private
placements, are securities that a Fund reasonably expects cannot be sold or disposed of in current market conditions in seven calendar days or less without the sale or disposition significantly changing the market value of the security. Certain
securities previously deemed liquid may become illiquid over time, particularly in periods of economic distress.
If illiquid investments that are assets
exceed 15% of a Funds net assets, a Fund will take steps to reduce its holdings of such illiquid investments to or below 15% of its net assets within a reasonable period of time. Because illiquid investments may not be readily marketable, the
portfolio manager may not be able to dispose of them in a timely manner. As a result, a Fund may be forced to hold illiquid securities while their price depreciates. Depreciation in the price of illiquid securities may cause the NAV of the Fund to
decline.
Segregation of Assets
Consistent
with SEC staff guidance, financial instruments that involve a Funds obligation to make future payments to third parties will not be viewed as creating any senior security provided that a Fund covers its obligations as described below. Those
financial instruments include, among others: (i) securities sold short; (ii) securities issued on a when-issued, delayed delivery, or forward commitment basis; (iii) reverse repurchase agreements; (iv) mortgage dollar rolls; (v) futures
contracts; (vi) forward currency contracts; (vii) swap agreements; (viii) written options; and (ix) unfunded commitments.
Consistent with SEC staff
guidance, a Fund will consider its obligations involving such a financial instrument as covered when a Fund (a) maintains an offsetting financial position, or (b) segregates or earmarks liquid assets (constituting cash, cash
equivalents, or other liquid portfolio securities) equal to a Funds exposures relating to the financial instrument, as determined on a daily basis. Janus Capital maintains compliance policies and procedures that govern the kinds of
transactions that may be
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deemed to be offsetting financial positions for purposes of (a) above, and the amount of liquid assets that would otherwise need to be segregated or earmarked for purposes of (b) above (the
Segregation and Collateral Procedures).
The Segregation and Collateral Procedures provide, consistent with current SEC staff positions, that
for forward currency contracts and swap agreements that require cash settlement, as well as swap agreements that call for periodic netting between a Fund and its counterparty, the required coverage amount is the net amount due under the contract, as
determined daily on a mark-to-market basis. For other kinds of futures, forward currency contracts, and swap agreements, a Fund must segregate or earmark a larger amount of assets to cover its obligations. For example, when a Fund writes/sells
credit default swaps or options, it must segregate liquid assets equal to the notional amount of the swap or option.
For purposes of calculating the
amount of liquid assets that must be segregated or earmarked for a particular transaction, a Fund may deduct any initial and variation margin deposited with the relevant broker, but in the case of securities sold short, may not deduct the amount of
any short sale proceeds. When a Fund sells securities short, the proceeds of the short sale are retained by the broker, to the extent necessary to meet margin requirements, until the position is closed out. If the lending broker requires a Fund to
deposit additional collateral (in addition to the short sales proceeds that the broker holds during the period of the short sale), which may be as much as 50% of the value of the securities sold short, the amount of the additional collateral may be
deducted in determining the amount of cash or liquid assets a Fund is required to segregate to cover the short sale obligation pursuant to the 1940 Act. The amount segregated must be unencumbered by any other obligation or claim other than the
obligation that is being covered. A Fund believes that short sale obligations that are covered, either by an offsetting asset or right (acquiring the security sold short or having an option to purchase the security sold short at an exercise price
that covers the obligation), or by a Funds segregated asset procedures (or a combination thereof), are not senior securities under the 1940 Act and are not subject to a Funds borrowing restrictions. This requirement to segregate assets
places an upper limit on a Funds ability to leverage its investments and the related risk of losses from leveraging. A Fund is also required to pay the lender of the security any dividends or interest that accrues on a borrowed security during
the period of the loan. Depending on the arrangements made with the broker or custodian, a Fund may or may not receive any payments (including interest) on collateral it has deposited with the broker.
As a general matter, liquid assets segregated or earmarked as cover for one position may not simultaneously be counted as cover for another position. However,
in the case of a straddle where the exercise price of the call option and put option are the same, or the exercise price of the call option is higher than that of the put option, a Fund may segregate or earmark the same liquid assets for both the
call and put options. In such cases, a Fund expects to segregate or earmark liquid assets equivalent to the amount, if any, by which the put option is in the money.
In order to comply with the Segregation and Collateral Procedures, a Fund may need to sell a portfolio security or exit a transaction, including a transaction
in a financial instrument, at a disadvantageous time or price in order for a Fund to be able to segregate or earmark the required amount of assets. If segregated assets decline in value, a Fund will need to segregate or earmark additional assets or
reduce its position in the financial instruments. In addition, segregated or earmarked assets may not be available to satisfy redemptions or for other purposes, until a Funds obligations under the financial instruments have been satisfied. A
Fund may not be able to promptly liquidate an unfavorable position and potentially could be required to continue to hold a position until the delivery date, regardless of changes in its value. Because a Funds cash that may otherwise be
invested would be held uninvested or invested in other liquid assets so long as the position remains open, a Funds return could be diminished due to the opportunity losses of foregoing other potential investments.
A Funds ability to use the financial instruments identified above may under some circumstances depend on the nature of the instrument and amount of
assets that the Segregation and Collateral Procedures require a Fund to segregate or earmark. Notwithstanding the foregoing, Janus Capital reserves the right to modify its Segregation and Collateral Procedures in the future in its discretion,
consistent with the 1940 Act and SEC or SEC staff guidance.
Money Market Instruments
Each Fund may invest a portion of their assets in high-quality money market instruments on an ongoing basis to provide liquidity. The instruments in which each
Fund may invest include: (i) short-term obligations issued by the U.S. Government; (ii) negotiable certificates of deposit (CDs), fixed time deposits and bankers acceptances of U.S. and foreign banks and similar
institutions; (iii) commercial paper rated at the date of purchase Prime-1 by Moodys Investors Service, Inc. or A-1+ or A-1 by Standard & Poors or,
if unrated, of comparable quality as determined by Janus Capital; (iv) repurchase agreements; and (v) money market mutual funds. CDs are short-term negotiable obligations of commercial banks. Time deposits are
9
non-negotiable deposits maintained in banking institutions for specified periods of time at stated interest rates. Bankers acceptances are time
drafts drawn on commercial banks by borrowers, usually in connection with international transactions.
Investment Company Securities
The Funds may invest in securities of other investment companies, subject to the provisions of the 1940 Act and any applicable SEC exemptive orders.
Section 12(d)(1) of the 1940 Act prohibits a Fund from acquiring: (i) more than 3% of another investment companys voting stock; (ii) securities of another investment company with a value in excess of 5% of a Funds total
assets; or (iii) securities of such other investment company and all other investment companies owned by a Fund having a value in excess of 10% of the Funds total assets (the Section 12(d)(1) Limits). In addition,
Section 12(d)(1) prohibits another investment company from selling its shares to a Fund if, after the sale: (i) the Fund owns more than 3% of the other investment companys voting stock or (ii) the Fund and other investment
companies, and companies controlled by them, own more than 10% of the voting stock of such other investment company. The Funds may invest their cash holdings in affiliated or non-affiliated money market funds as part of a cash sweep program. The
Funds may purchase unlimited shares of affiliated or non-affiliated money market funds and of other funds managed by Janus Capital, whether registered or unregistered entities, as permitted by the 1940 Act and rules promulgated thereunder and/or an
SEC exemptive order. To the extent the Funds invest in money market funds or other funds, the Funds will be subject to the same risks that investors experience when investing in such other funds. These risks may include the impact of significant
fluctuations in assets as a result of the cash sweep program or purchase and redemption activity by affiliated or non-affiliated shareholders in such other funds. Additionally, to the extent that Janus Capital serves as the investment adviser to
underlying funds or investment vehicles in which a Fund may invest, Janus Capital may have conflicting interests in fulfilling its fiduciary duties to both the Funds and the underlying funds or investment vehicles.
Investment companies may include index-based investments such as exchange-traded funds, which hold substantially all of their assets in investments
representing specific indices. The main risk of investing in index-based investments is the same as investing in a portfolio of investments comprising the index. Index-based investments may not replicate exactly the performance of their specific
index because of transaction costs and because of the temporary unavailability of certain component securities of the index.
Some ETFs have obtained
exemptive orders permitting other investment companies, such as the Funds, to acquire their securities in excess of the limits of Section 12(d)(1) the 1940 Act. The Funds may rely on this relief to invest in these ETFs in excess of the
Section 12(d)(1) Limits. In addition, the Funds may invest in other investment companies in excess of the Section 12(d)(1) Limits in accordance with the provisions of Sections 12(d)(1)(F) or (G) of the 1940 Act, which provide
certain exemptions from the Section 12(d)(1) Limits.
The Funds may invest in other exchange-traded funds, which are typically open-end investment
companies that are traded on a national securities exchange. ETFs typically incur fees, such as investment advisory fees and other operating expenses that are separate from those of a Fund, which will be indirectly paid by the Fund. As a result, the
cost of investing in a Fund may be higher than the cost of investing directly in ETFs and may be higher than other mutual funds that invest directly in stocks and bonds. Since ETFs are traded on an exchange at market prices that may vary from the
net asset value of their underlying investments, there may be times when ETFs trade at a premium or discount. Similarly, because the value of ETF shares depends on the demand in the market, a Fund may not be able to purchase or sell an ETF at the
most optimal time, which could adversely affect the Funds performance. In addition, ETFs that track particular indices may be unable to match the performance of such underlying indices due to the temporary unavailability of certain index
securities in the secondary market or other factors, such as discrepancies with respect to the weighting of securities. The ETFs in which a Fund invests are subject to specific risks, depending on the investment strategy of the ETF. In turn, a Fund
will be subject to substantially the same risks as those associated with direct exposure to the securities or commodities held by the ETF. Because the Funds may invest in a broad range of ETFs, such risks may include, but are not limited to,
leverage risk, foreign exposure risk, and commodities risk.
Each Fund has obtained exemptive relief from the SEC permitting the Fund to sell, and other
investment companies to acquire, shares in the Fund in excess of the limits imposed by Section 12(d)(1) of the 1940 Act. This exemptive relief is conditioned, among other things, on a Fund refraining from acquiring securities of an investment
company, or certain private investment pools, in excess of the Section 12(d)(1) Limits. Consequently, if a Fund sells its shares to other investment companies in accordance with its exemptive relief, it will refrain from purchasing shares of
ETFs, other registered investment companies, or private investment pools in excess of the limits imposed by Section 12(d)(1). Additionally, each Fund is permitted to invest in other registered investment companies beyond the limits set forth in
Section 12(d)(1) subject to certain terms and conditions set
10
forth in another exemptive order that the SEC has issued to Janus Capital and open-end investment companies advised by Janus Capital. If a Fund relies on this exemptive relief, however, other
investment companies may not invest in the Fund beyond the statutory provisions of Section 12(d)(1). Notwithstanding these limitations, a Fund may still invest in other investment companies in excess of the Section 12(d)(1) Limits in order
to engage in certain short-term cash management activities or to invest in a master fund pursuant to a Funds non-fundamental investment policy that permits the Fund to invest all of its assets in the securities of a single open-end management
investment company with substantially the same fundamental investment objectives, policies, and limitations as the Fund.
Real Estate Investment
Trusts (REITs)
Within the parameters of its specific investment policies, each Fund may invest in REITs. REITs are sometimes informally
characterized as equity REITs, mortgage REITs, and hybrid REITs. In addition, a Fund may gain exposure to the real estate sector by investing in common, preferred and convertible securities of issuers in real estate-related industries. Investments
in REITs and real estate-linked investments are subject to risks similar to those associated with direct ownership of real estate, including loss to casualty or condemnation, increases in property taxes and operating expenses, zoning law amendments,
changes in interest rates, overbuilding and increased competition, variations in market value, fluctuations in rental income, possible environmental liabilities, regulatory limitations on rent, and other risks related to local or general economic
conditions. Equity REITs generally experience these risks directly through fee or leasehold interests, whereas mortgage REITs generally experience these risks indirectly through mortgage interests, unless the mortgage REIT forecloses on the
underlying real estate. Changes in interest rates may also affect the value of a Funds investment in REITs. For instance, during periods of declining interest rates, certain mortgage REITs may hold mortgages that the mortgagors elect to
prepay, and prepayment may diminish the yield on securities issued by those REITs.
Certain REITs have relatively small market capitalizations, which may
tend to increase the volatility of the market price of their securities. Furthermore, REITs are dependent upon specialized management skills, have limited diversification and are, therefore, subject to risks inherent in operating and financing a
limited number of projects. REITs are also subject to heavy cash flow dependency, defaults by borrowers, and the possibility of failing to qualify for tax-free pass-through of income under the Internal Revenue Code and to maintain exemption from the
registration requirements of the 1940 Act. By investing in REITs indirectly through a Fund, a shareholder will bear not only his or her proportionate share of the expenses of a Fund, but also, indirectly, similar expenses of the REITs. In addition,
REITs depend generally on their ability to generate cash flow to make distributions to shareholders.
Senior Securities
In general, the Funds may not issue any class of senior security, except within the limitations of the 1940 Act. These limitations allow a Fund to
(i) borrow from banks, provided that immediately following any such borrowing there is an asset coverage of at least 300% (the Asset Coverage Requirement) for all Fund borrowings, and (ii) engage in trading practices which
could be deemed to involve the issuance of a senior security, including but not limited to options, futures, forward contracts, and reverse repurchase agreements, provided that a Fund earmarks or segregates liquid assets in accordance with
applicable SEC regulations and interpretations.
Futures and Options
The Funds may utilize exchange-traded futures and options contracts in order to manage uninvested cash and/or provide equity exposure for the Funds without
having to purchase an underlying security.
Futures contracts generally provide for the future sale by one party and purchase by another party of a
specified commodity at a specified future time and at a specified price. Stock index futures contracts are settled daily with a payment by one party to the other of a cash amount based on the difference between the level of the stock index specified
in the contract from one day to the next. Futures contracts are standardized as to maturity date and underlying instrument and are traded on futures exchanges. Futures traders are required to make a good faith margin deposit in cash or
U.S. government securities with a broker or custodian to initiate and maintain open positions in futures contracts. A margin deposit is intended to assure completion of the contract (delivery or acceptance of the underlying commodity or payment
of the cash settlement amount) if it is not terminated prior to the specified delivery date. Brokers may establish deposit requirements which are higher than the exchange minimums. Futures contracts are customarily purchased and sold on margin
deposits which may range upward from less than 5% of the value of the contract being traded. After a futures contract position is opened, the value of the contract is
marked-to-market daily. If the futures contract price changes to the extent that the margin on deposit does not satisfy margin requirements,
11
payment of additional variation margin will be required. Conversely, a change in the contract value may reduce the required margin, resulting in a repayment of excess margin to the
contract holder. Variation margin payments are made to and from the futures broker for as long as the contract remains open. In such case, a Fund would expect to earn interest income on its margin deposits. Closing out an open futures position is
done by taking an opposite position (buying a contract which has previously been sold, or selling a contract previously purchased) in an identical contract to terminate the position. Brokerage
commissions are incurred when a futures contract position is opened or closed.
The Funds may use exchange-traded futures and options, together with
positions in cash and money market instruments, to simulate full investment in the Underlying Index. Under such circumstances, Janus Capital may seek to utilize other instruments that it believes to be correlated to the Underlying Index components
or a subset of the components.
An option on a futures contract, as contrasted with the direct investment in such a contract, gives the purchaser the
right, in return for the premium paid, to assume a position in the underlying futures contract at a specified exercise price at any time prior to the expiration date of the option. Upon exercise of an option, the delivery of the futures position by
the writer of the option to the holder of the option will be accompanied by delivery of the accumulated balance in the writers futures margin account that represents the amount by which the market price of the futures contract exceeds (in the
case of a call) or is less than (in the case of a put) the exercise price of the option on the futures contract. The potential for loss related to the purchase of an option on a futures contract is limited to the premium paid for the option plus
transaction costs. Because the value of the option is fixed at the point of purchase, there are no daily cash payments by the purchaser to reflect changes in the value of the underlying contract; however, the value of the option changes daily and
that change would be reflected in the NAV of the Fund. The potential for loss related to writing call options on equity securities or indices is unlimited. The potential for loss related to writing put options is limited only by the aggregate strike
price of the put option less the premium received.
The Funds may purchase and write put and call options on futures contracts that are traded on a
U.S. exchange in anticipation of the purchase of securities, and may enter into closing transactions with respect to such options to terminate existing positions. There is no guarantee that such closing transactions can be effected.
Restrictions on the Use of Futures Contracts and Options on Futures Contracts
The Funds do not currently intend to, but may in the future, file a claim for exemption with the Commodity Futures Trading Commission (CFTC) on
behalf of the Funds, so that neither the Funds nor the Trust are deemed to be a commodity pool or commodity pool operator (CPO), respectively, under the Commodity Exchange Act (CEA), and they are not
subject to registration or regulation as such under the CEA. Janus Capital is not deemed to be a commodity trading advisor with respect to its services as an investment adviser to a Fund. In February 2012, however, the CFTC adopted
certain regulatory changes that will subject the adviser of an investment company to registration with the CFTC as a CPO if the investment company is unable to comply with certain trading and marketing limitations.
With respect to investments in swap transactions, commodity futures, commodity options or certain other derivatives used for purposes other than bona fide
hedging purposes, an investment company must meet one of the following tests under the amended regulations in order to claim an exemption from being considered a commodity pool or CPO. First, the aggregate initial margin and premiums
required to establish an investment companys positions in such investments may not exceed five percent (5%) of the liquidation value of the investment companys portfolio (after accounting for unrealized profits and unrealized losses on
any such investments). Alternatively, the aggregate net notional value of such instruments, determined at the time of the most recent position established, may not exceed one hundred percent (100%) of the liquidation value of the investment
companys portfolio (after accounting for unrealized profits and unrealized losses on any such positions). In addition to meeting one of the foregoing trading limitations, the investment company may not market itself as a commodity pool or
otherwise as a vehicle for trading in the commodity futures, commodity options or swaps and derivatives markets. In the event that Janus Capital were required to register as a CPO with respect to a Fund, the disclosure and operations of the Fund
would need to comply with all applicable CFTC regulations. Compliance with these additional registration and regulatory requirements would increase operational expenses. Other potentially adverse regulatory initiatives could also develop.
LIBOR Replacement Risk. Many financial instruments may be tied to the London Interbank Offered Rate, or LIBOR, to determine
payment obligations, financing terms, hedging strategies, or investment value. LIBOR is the offered rate for short-term Eurodollar deposits between major international banks. Thus, the Fund generally must rely on contractual provisions in the loan
agreement and common-law fraud protections under applicable state law. On July 27, 2017, the head of the United Kingdoms Financial Conduct Authority announced a desire to phase out the use of LIBOR by the end of 2021. There remains uncertainty
12
regarding the future utilization of LIBOR and the nature of any replacement rate. As such, the potential effect of a transition away from LIBOR on the Fund or the financial instruments in which
the Fund invests cannot yet be determined.
Note Regarding Regulatory Changes and Market Events. Federal, state, and foreign governments,
regulatory agencies, and self-regulatory organizations may take actions that affect the regulation of the Fund or the instruments in which the Funds invest, or the issuers of such instruments, in ways that are unforeseeable. Future legislation or
regulation or other governmental actions could limit or preclude the Funds abilities to achieve their investment objectives or otherwise adversely impact an investment in the Funds. Furthermore, worsened market conditions, including as a
result of U.S. government shutdowns or the perceived creditworthiness of the United States, could have a negative impact on securities markets.
Economic
downturns can prompt various economic, legal, budgetary, tax, and regulatory reforms across the globe. In the aftermath of the 2007-2008 financial crisis, the financial sector experienced reduced liquidity in credit and other fixed-income markets,
and an usually high degree of volatility, both domestically and internationally. In response to the crisis, the United States and certain foreign governments, along with the U.S. Federal Reserve and certain foreign central banks, took a number of
unprecedented steps designed to support the financial markets. For example, the enactment of the Dodd-Frank Act in 2010, provided for widespread regulation of financial institutions, consumer financial products and services, broker dealers,
over-the-counter derivatives, investment advisers, credit rating agencies, and mortgage lending, which expanded federal oversight in the financial sector, including the investment management industry. The conclusion of this support, and/or failure
of the measures put in place could negatively affect financial markets generally, as well as the value and liquidity of specific securities. In addition, policy and legislative changes in the United States and in other countries continue to impact
many aspects of financial regulation.
The value of a Funds holdings is also generally subject to the risk of significant future local,
national, or global economic disruptions or slowdowns in the markets in which a Fund invests. In the event of such an occurrence, the issuers of securities held by a Fund may experience significant declines in the value of their assets and even
cease operations, or may require government assistance that is contingent on increased restrictions on their business operations or their government interventions. In addition, it is not certain that the U.S. government or foreign governments will
intervene in response to a future market disruption and the effect of any such future intervention cannot be predicted.
Natural Disasters and Extreme
Weather Conditions
Certain areas of the world have historically been prone to and economically sensitive to environmental events such as, but not
limited to, hurricanes, earthquakes, typhoons, flooding, tidal waves, tsunamis, erupting volcanoes, wildfires or droughts, tornadoes, mudslides, or other weather-related phenomena. Such disasters, and the resulting physical or economic damage, could
have a severe and negative impact on a Funds investment portfolio and, in the longer term, could impair the ability of issuers in which the Fund invests to conduct their businesses as they would under normal conditions. Adverse weather
conditions may also have a particularly significant negative effect on issuers in the agricultural sector and on insurance companies that insure against the impact of natural disasters.
Tax Risks
As with any investment, you should consider
how your investment in shares of a Fund will be taxed. The tax information in the Prospectuses and this SAI is provided as general information. You should consult your own tax professional about the tax consequences of an investment in shares of a
Fund. Refer to the Income Dividends, Capital Gain Distributions, and Tax Status section of this SAI for additional information regarding Fund taxation.
Securities Lending
Under procedures adopted by the
Trustees, certain Funds may seek to earn additional income by lending securities to qualified parties (typically brokers or other financial institutions) who need to borrow securities in order to complete, among other things, certain transactions
such as covering short sales, avoiding failures to deliver securities, or completing arbitrage activities. To the extent a Fund engages in securities lending, there is the risk of delay in recovering a loaned security. In addition, Janus Capital
makes efforts to balance the benefits and risks from granting such loans. Certain Funds may participate in a securities lending program pursuant to which shares of an issuer may be on loan while that issuer is conducting a proxy solicitation.
Generally, if shares of an issuer are on loan during a proxy solicitation, a Fund cannot vote the shares. The Funds have discretion to pull back lent shares before proxy record dates and vote proxies if time and jurisdictional restrictions permit.
All loans will be continuously secured by collateral which may consist of cash, U.S. Government securities, domestic and foreign short-term debt instruments, letters of credit, time deposits, repurchase agreements, money market mutual funds or other
money market accounts, or such other collateral as permitted by the SEC. If a Fund is unable to recover a security on loan, the
13
Fund may use the collateral to purchase replacement securities in the market. There is a risk that the value of the collateral could decrease below the cost of the replacement security by the
time the replacement investment is made, resulting in a loss to the Fund. In certain circumstances, individual loan transactions could yield negative returns.
Upon receipt of cash collateral, Janus Capital may invest it in affiliated or non-affiliated cash management vehicles, whether registered or unregistered
entities, as permitted by the 1940 Act and rules promulgated thereunder. Janus Capital currently intends to invest the cash collateral in a cash management vehicle for which Janus Capital serves as investment adviser. An investment in a cash
management vehicle is generally subject to the same risks that shareholders experience when investing in similarly structured vehicles, such as the potential for significant fluctuations in assets as a result of the purchase and redemption activity
of the securities lending program, a decline in the value of the collateral, and possible liquidity issues. Such risks may delay the return of the cash collateral and cause a Fund to violate its agreement to return the cash collateral to a borrower
in a timely manner. As adviser to the Funds and the affiliated cash management vehicle in which the cash collateral is invested, Janus Capital has an inherent conflict of interest as a result of its fiduciary duties to both the Funds and the cash
management vehicle. Additionally, Janus Capital receives an investment advisory fee of 0.05% for managing the cash management vehicle used for the securities lending program, and therefore may have an incentive to allocate collateral to the cash
management vehicle rather than to other collateral management options for which Janus Capital does not receive compensation.
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INFORMATION ABOUT EACH UNDERLYING INDEX PROVIDER AND DISCLAIMERS
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Each Fund will attempt to seek investment results that correspond generally, before fees and expenses, to the performance of
its respective Underlying Index.
Janus Henderson Indices LLC (JH Indices or Index Provider) is affiliated with each Fund and
Janus Capital. This affiliation may create potential conflicts for JH Indices as it may have an interest in the performance of each Fund, which could motivate it to alter the index methodology for each Underlying Index. JH Indices has
adopted procedures that it believes are reasonably designed to mitigate these and other potential conflicts.
Each Fund is entitled to use its
respective Underlying Index at no charge pursuant to a licensing agreement with JH Indices and Janus Capital.
The only relationship that
JH Indices has with each Fund, Janus Capital, or ALPS Distributors, Inc., the distributor of each Fund in connection with each Fund is that JH Indices has licensed certain of its intellectual property, including the determination of the
component stocks of the Underlying Index and the name of the Underlying Index. The Underlying Index is selected and calculated without regard to Janus Capital, ALPS Distributors, Inc., or owners of a Fund. JH Indices has no obligation to take
the specific needs of Janus Capital, ALPS Distributors, Inc., or owners of a Fund into consideration in the determination and calculation of the Underlying Index. JH Indices is not responsible for and has not participated in the determination
of pricing or the timing of the issuance or sale of the shares of a Fund or in the determination or calculation of the net asset value of a Fund. JH Indices has no obligation or liability in connection with the administration or trading of a
Fund.
ALTHOUGH JH INDICES SHALL OBTAIN INFORMATION FOR INCLUSION IN OR FOR USE IN THE CALCULATION OF THE INDICES FROM SOURCES WHICH IT CONSIDERS
RELIABLE, IT DOES NOT GUARANTEE THE QUALITY, ACCURACY AND/OR THE COMPLETENESS OF EITHER UNDERLYING INDEX OR ANY DATA INCLUDED THEREIN AND SHALL HAVE NO LIABILITY FOR ERRORS OR OMISSIONS OF ANY KIND RELATED TO EITHER UNDERLYING INDEX OR DATA.
JH INDICES MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY JANUS CAPITAL, OWNERS OF THE FUNDS, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF EITHER UNDERLYING INDEX OR ANY DATA INCLUDED THEREIN IN CONNECTION WITH THE
RIGHTS LICENSED TO JANUS CAPITAL FOR ANY OTHER USE. JH INDICES MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO EITHER
UNDERLYING INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL IT HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY
OF SUCH DAMAGES.
14
Janus Capital does not guarantee the accuracy and/or the completeness of either Underlying Index or any data
included therein, and Janus Capital shall have no liability for any errors, omissions or interruptions therein. Janus Capital makes no warranty, express or implied, as to results to be obtained by a Fund, owners of the shares of a Fund or any other
person or entity from the use of either Underlying Index or any data included therein. Janus Capital makes no express or implied warranties, and expressly disclaims all warranties of merchantability or fitness for a particular purpose or use with
respect to either Underlying Index or any data included therein. Without limiting any of the foregoing, in no event shall Janus Capital have any liability for any special, punitive, direct, indirect or consequential damages (including lost profits)
arising out of matters relating to the use of either Underlying Index even if notified of the possibility of such damages.
Janus Capital and Janus
Capitals logo are service marks of Janus Capital. All other trademarks, service marks or registered trademarks are the property of their respective owners. These marks have been licensed for use by JH Indices.
The portfolio turnover rate of a Fund is calculated by dividing the lesser of purchases or sales of portfolio securities
(exclusive of purchases or sales of U.S. Government securities and all other securities whose maturities at the time of acquisition were one year or less) by the monthly average of the value of the portfolio securities owned by the Fund during
the year. Proceeds from short sales and assets used to cover short positions undertaken are included in the amounts of securities sold and purchased, respectively, during the fiscal year. A 100% portfolio turnover rate would occur, for example, if
all of the securities held by a Fund were replaced once during the fiscal year. A Fund cannot accurately predict its turnover rate. Variations in portfolio turnover rates shown may be due to turnover in the Funds Underlying Index, market
conditions, changes in the size of a Fund, fluctuating volume of shareholder purchase and redemption orders and the nature of a Funds investments. Higher levels of portfolio turnover may result in higher costs for brokerage commissions, dealer
mark-ups, and other transaction costs, and may also result in taxable capital gains. Higher costs associated with increased portfolio turnover may offset gains in Fund performance. The following table summarizes the portfolio turnover rates for each
of the Funds for the fiscal years ended October 31, 2019 and 2018.
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Fund Name
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Portfolio Turnover Rate for
the Fiscal Year Ended
October 31, 2019
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Portfolio Turnover Rate for
the Fiscal Year Ended
October 31, 2018
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Janus
Henderson Small Cap Growth Alpha ETF
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104
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%
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84
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%
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Janus Henderson Small/Mid Cap Growth Alpha ETF
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80
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%
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79
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%
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AVAILABILITY OF PORTFOLIO HOLDINGS INFORMATION
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The Investment Company Holdings Disclosure Policies and Procedures adopted by the Funds Trustees are designed to ensure
that a Funds portfolio holdings information is disclosed in a manner that (i) is consistent with applicable legal requirements and in the best interest of the Funds shareholders; (ii) does not put the interests of Janus Capital, ALPS
Distributors, Inc., or any affiliated person of Janus Capital or ALPS Distributors, Inc., above those of Fund shareholders; (iii) does not advantage any current or prospective Fund shareholders over any other current or prospective Fund
shareholders, except to the extent that certain entities (as described below) may receive portfolio holdings information not available to other current or prospective Fund shareholders in connection with the dissemination of Creation Units; and (iv)
does not provide selective access to portfolio holdings information except pursuant to the procedures outlined below and to the extent appropriate confidentiality arrangements limiting the use of such information are in effect. The
entities referred to in sub-section (iii) above are generally limited to National Securities Clearing Corporation members, subscribers to various fee-based subscription services, Authorized Participants, and other institutional market
participants and entities that provide information for transactional services.
15
Disclosure of Portfolio Holdings in Accordance with SEC Exemptive Relief. Each business
day, a Funds portfolio holdings information is provided to ALPS Distributors, Inc. or other agent for dissemination through the facilities of the National Securities Clearing Corporation and/or other fee-based subscription services to National
Securities Clearing Corporation members and/or subscribers to entities that publish and/or analyze such information in connection with the process of purchasing or redeeming Creation Units or trading shares of the Fund in the secondary market. This
information typically reflects a Funds anticipated holdings on the following business day. In addition, on each business day before commencement of trading in shares on the NASDAQ, a Fund will disclose on janushenderson.com/info the identities
and quantities of each portfolio position held by the Fund that will form the basis for the Funds calculation of the NAV per share at the end of the business day.
Disclosure of Portfolio Holdings as Required by Applicable Law. Each Fund is also required to disclose its complete holdings as an
exhibit to its reports on Form N-PORT within 60 days of the end of the first and third fiscal quarters, and in the annual report and semiannual report to Fund shareholders. These reports (i) are available on the SECs website at
http://www.sec.gov; (ii) may be obtained by calling 1-800-SEC-0330 and (iii) are available without charge, upon request, by calling a Janus representative at 1-800-525-0020.
Daily access to information concerning each Funds portfolio holdings is
permitted (i) to certain personnel of those service providers that are involved in portfolio management and in providing administrative, operational, risk management, or other support to portfolio management; and (ii) to other personnel of Janus
Capital, ALPS Distributors, Inc. and its affiliates, and the administrator, custodian, and fund accountant who deal directly with, or assist in, functions related to investment management, distribution, administration, custody, securities lending,
and fund accounting, as may be necessary to conduct business in the ordinary course in a manner consistent with federal securities laws and regulations thereunder.
Portfolio holdings information made available in connection with the creation/redemption process may be provided to other entities that provide services to a
Fund in the ordinary course of business after it has been disseminated to the National Securities Clearing Corporation. From time to time, information concerning portfolio holdings other than portfolio holdings information made available in
connection with the creation/redemption process, as discussed above, may be provided to other entities that provide services to a Fund, including rating or ranking organizations, in the ordinary course of business, no earlier than one business day
following the date of the information.
Nonpublic portfolio holdings information may be disclosed to certain third parties upon a good faith determination
made by Janus Capitals Chief Compliance Officer that a Fund has a legitimate business purpose for such disclosure and the recipient agrees to maintain confidentiality. The Chief Compliance Officer reports to the Funds Trustees regarding
material compliance matters with respect to the portfolio holdings disclosure policies and procedures.
Under extraordinary circumstances, Janus
Capitals Chief Compliance Officer or a designee has the authority to waive one or more provisions of, or make exceptions to, the Investment Company Holdings Disclosure Policies and Procedures when in the best interest of a Fund and when such
waiver or exception is consistent with federal securities laws and applicable fiduciary duties. The frequency with which portfolio holdings are disclosed, as well as the lag time associated with such disclosure, may vary as deemed appropriate under
the circumstances.
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INVESTMENT ADVISER
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INVESTMENT ADVISER JANUS CAPITAL MANAGEMENT LLC
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As stated in the Prospectuses, each Fund has an Investment Advisory Agreement with Janus Capital Management LLC,
151 Detroit Street, Denver, Colorado 80206-4805. Janus Capital is an indirect wholly-owned subsidiary of Janus Henderson Group plc (JHG). Janus Capital Group Inc., the direct parent of Janus Capital, completed a strategic
combination with Henderson Group plc on May 30, 2017 to form JHG, doing business as Janus Henderson Investors.
The Funds Advisory Agreement is in
effect for an initial term of two years and from year to year thereafter so long as such continuance is approved at least annually by the vote of a majority of the Funds Trustees who are not parties to the Advisory Agreement or
interested persons (as defined by the 1940 Act) of any such party (the Independent Trustees), and by either the Funds Trustees or the affirmative vote of a majority of the outstanding voting securities of each Fund. The
Advisory Agreement: (i) may be terminated, without the payment of any penalty, by a Funds Trustees, or the vote of at least a majority of the outstanding voting securities of a Fund, or Janus Capital, on 60 days advance written
notice; (ii) terminates automatically in the event of its assignment; and (iii) generally, may not be amended without the approval by vote of a majority of the Trustees of the affected Fund, including a majority of the Independent
Trustees, and, to the extent required by the 1940 Act, the affirmative vote of a majority of the outstanding voting securities of that Fund.
The Advisory
Agreement provides that Janus Capital will furnish continuous advice and recommendations concerning the Funds investments, provide office space for the Funds, and certain other advisory-related services. Pursuant to the Advisory Agreement,
under the unitary fee structure, each Fund pays Janus Capital a Management Fee in return for providing certain investment advisory, supervisory, and administrative services to the Funds. The fee structure is designed to pay substantially
all of the Funds expenses. However, each Fund bears other expenses which are not covered under the Management Fee, such as distribution fees (if any), brokerage expenses or commissions, interest, dividends, taxes, litigation expenses, acquired
fund fees and expenses (if any), and extraordinary expenses.
Janus Capital has received an exemptive order from the SEC that permits Janus Capital,
subject to the approval of the Trustees, to appoint or replace certain subadvisers to manage all or a portion of a Funds assets and enter into, amend, or terminate a subadvisory agreement with certain subadvisers without obtaining shareholder
approval (a manager-of-managers structure). The manager-of-managers structure
applies to subadvisers that are not affiliated with the Trust or Janus Capital (non-affiliated subadvisers), as well as any subadviser that is an indirect or direct wholly-owned subsidiary (as such term is defined by the 1940
Act) of Janus Capital or of another company that, indirectly or directly, wholly owns Janus Capital (collectively, wholly-owned subadvisers).
Pursuant to the order, Janus Capital, with the approval of the Trustees, has the discretion to terminate any subadviser and allocate and reallocate a
Funds assets among Janus Capital and any other non-affiliated subadvisers or wholly-owned subadvisers (including terminating a non-affiliated subadviser and replacing it with a wholly-owned subadviser). To the extent that a Funds assets
are allocated to one or more subadvisers, Janus Capital, subject to oversight and supervision by the Trustees, would have responsibility to oversee such subadviser to a Fund and to recommend for approval by the Trustees, the hiring, termination, and
replacement of a subadviser for a Fund. The order also permits a Fund to disclose subadvisers fees only in the aggregate. In the event that Janus Capital hires a subadviser pursuant to the manager-of-managers structure, the affected Janus Henderson fund would provide shareholders with information about the subadviser and subadvisory agreement within 90 days.
The Trustees and the initial shareholder of each Fund have approved the use of a
manager-of-managers structure for each Fund.
Janus Capital also provides
certain administration services necessary for the operation of each Fund, including, but not limited to, blue sky registration and monitoring services, and preparation of prospectuses.
You can request the Funds annual or semiannual reports (as they become available), free of charge, by contacting your broker-dealer, plan sponsor, or
financial intermediary, or by contacting a Janus representative at 1-800-668-0434. The reports are also available, free of charge, at janushenderson.com/info.
17
The Funds pay a monthly Management Fee to Janus Capital for its services.
The following table reflects each Funds contractual Management Fee rate for the most recent fiscal year (expressed as an annual rate). The fee is based
on each Funds daily net assets.
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Fund Name
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Daily Net
Assets of the Fund
|
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Contractual
Management Fees (%)
(annual rate)
|
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Janus Henderson Small Cap Growth Alpha
ETF
|
|
$0-$500 million
|
|
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0.35
|
|
|
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Next $500 million
|
|
|
0.28
|
|
|
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Over $1 billion
|
|
|
0.20
|
|
Janus Henderson Small/Mid Cap Growth Alpha
ETF
|
|
$0-$500 million
|
|
|
0.35
|
|
|
|
Next $500 million
|
|
|
0.28
|
|
|
|
Over $1 billion
|
|
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0.20
|
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The following table summarizes the Management Fees paid by each Fund for the fiscal years ended October 31, 2019, 2018 and
2017.
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Fund Name
|
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For the Fiscal
Year Ended
October 31, 2019
|
|
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For the Fiscal
Year Ended
October 31, 2018
|
|
|
For the Fiscal
Year Ended
October 31, 2017
|
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Janus
Henderson Small Cap Growth Alpha ETF
|
|
$
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105,358
|
|
|
$
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87,221
|
|
|
$
|
35,342
|
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Janus Henderson Small/Mid Cap Growth Alpha ETF
|
|
$
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251,661
|
|
|
$
|
180,864
|
|
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$
|
82,970
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PAYMENTS TO FINANCIAL INTERMEDIARIES BY JANUS CAPITAL OR ITS
AFFILIATES
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From their own assets, Janus Capital or its affiliates pay selected brokerage firms or other financial intermediaries for
making certain funds available to their clients or otherwise distributing, promoting or marketing the funds. Janus Capital or its affiliates make payments to one or more intermediaries for information about transactions and holdings in a fund, such
as the amount of fund shares purchased, sold or held through the intermediary and or its salespersons, the intermediary platform(s) on which shares are transacted and other information related to a fund. Payments made to intermediaries may eliminate
or reduce trading commissions that the intermediary would otherwise charge its customers or its salespersons in connection with the purchase or sale of certain funds. Payment by Janus Capital or its affiliates to eliminate or reduce a trading
commission creates an incentive for salespersons of the intermediary to sell the Janus Henderson funds over other funds for which a commission would be charged. The amount of these payments is determined from time to time by Janus Capital, may be
substantial, and may differ for different intermediaries. Janus Capital may determine to make payments based on any number of factors or metrics. For example, Janus Capital may make payments at year-end and/or other intervals in a fixed amount, an
amount based upon an intermediarys services at defined levels, an amount based upon the total assets represented by funds subject to arrangements with the intermediary, or an amount based on the intermediarys net sales of one or more
funds in a year or other period, any of which arrangements may include an agreed-upon minimum or maximum payment, or any combination of the foregoing. Other factors may include, but are not limited to, the distribution capabilities of the
intermediary, the overall quality of the relationship, expected gross and/or net sales generated by the relationship, disposition and retention rates of assets held through the intermediary, the willingness to cooperate with Janus Capitals
marketing efforts, access to sales personnel, and the anticipated profitability of sales through the institutional relationship. These factors and their weightings may differ from one intermediary to another and may change from time to time. As of
the date of this SAI, Janus Capital and its affiliates have agreements with Morgan Stanley Smith Barney LLC, National Financial Services LLC, Fidelity Brokerage Services, LLC, Pershing LLC, and Intermediary Analytics, a division of BNY Mellon
Performance & Risk Analytics, LLC to make payments out of their own assets related to the acquisition or retention of certain Janus Henderson ETFs. Any additions, modifications, or deletions to the broker-dealer firms identified that have
occurred since that date are not reflected.
With respect to non-exchange-traded Janus Henderson funds, Janus Capital or its affiliates may pay fees,
from their own assets, to selected brokerage firms, banks, financial advisors, retirement plan service providers, and other financial intermediaries that sell the Janus Henderson funds for distribution, marketing, promotional, or related services,
and/or for providing recordkeeping, subaccounting, transaction processing, and other shareholder or administrative services (including payments for processing transactions via National Securities Clearing Corporation (NSCC) or other
means) in connection with investments in the
18
Janus Henderson funds. These fees are in addition to any fees that may be paid by the Janus Henderson funds for these types of services or other services. Shareholders investing through an
intermediary should consider whether such arrangements exist when evaluating any recommendations from an intermediary.
In addition, Janus Capital or its
affiliates may also share certain marketing expenses with intermediaries, or pay for or sponsor informational meetings, seminars, client awareness events, support for marketing materials, sales reporting, or business building programs for such
intermediaries to raise awareness of the Janus Henderson funds. Janus Capital or its affiliates may also pay intermediaries for the development of technology platforms and reporting systems. Janus Capital or its affiliates may make payments to
participate in intermediary marketing support programs which may provide Janus Capital or its affiliates with one or more of the following benefits: attendance at sales conferences, participation in meetings or training sessions, access to or
information about intermediary personnel, use of an intermediarys marketing and communication infrastructure, fund analysis tools, business planning and strategy sessions with intermediary personnel, information on industry- or
platform-specific developments, trends and service providers, and other marketing-related services. Such payments may be in addition to, or in lieu of, the payments described above. These payments are intended to promote the sales of Janus Henderson
funds and to reimburse financial intermediaries, directly or indirectly, for the costs that they or their salespersons incur in connection with educational seminars, meetings, and training efforts about the Janus Henderson funds to enable the
intermediaries and their salespersons to make suitable recommendations, provide useful services, and maintain the necessary infrastructure to make the Janus Henderson funds available to their customers.
The receipt of (or prospect of receiving) payments, reimbursements, and other forms of compensation described above may provide a financial intermediary and
its salespersons with an incentive to favor sales of Janus Henderson funds shares over sales of other funds (or non-investment company investments), with respect to which the financial intermediary does not receive such payments or receives
them in a lower amount. The receipt of these payments may cause certain financial intermediaries to elevate the prominence of the Janus Henderson funds within such financial intermediarys organization by, for example, placement on a list of
preferred or recommended funds and/or the provision of preferential or enhanced opportunities to promote the Janus Henderson funds in various ways within such financial intermediarys organization.
From time to time, certain financial intermediaries approach Janus Capital to request that Janus Capital make contributions to certain charitable
organizations. In these cases, Janus Capitals contribution may result in the financial intermediary, or its salespersons, recommending Janus Henderson funds over other funds (or non-mutual fund investments).
The payment arrangements described above will not change the price an investor pays for shares nor the amount that a Janus Henderson fund receives to invest on
behalf of the investor. You should consider whether such arrangements exist when evaluating any recommendations from an intermediary to purchase or sell shares of a Fund. Please contact your financial intermediary or plan sponsor for details on such
arrangements.
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ADDITIONAL INFORMATION ABOUT JANUS CAPITAL
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Janus Capital acts as adviser to a number of mutual funds and exchange-traded funds. In addition, it acts as subadviser for a
number of private-label mutual funds and provides separate account advisory services for institutional accounts. Janus Capital may also manage its own proprietary accounts, as well as other pooled investment vehicles, such as hedge funds. Janus
Capital has a fiduciary responsibility to manage all client accounts in a fair and equitable manner. As such, investment decisions for each account managed by Janus Capital, including the Funds, are made independently from those for any other
account that is or may in the future become managed by Janus Capital or its affiliates. If, however, a number of accounts managed by Janus Capital are contemporaneously engaged in the purchase or sale of the same security, the orders may be
aggregated and/or the transactions may be averaged as to price and allocated to each account in accordance with allocation procedures adopted by Janus Capital. Partial fills for the accounts of two or more portfolio managers will be allocated pro
rata under procedures adopted by Janus Capital. Circumstances may arise under which Janus Capital may determine that, although it may be desirable and/or suitable that a particular security or other investment be purchased or sold for more than one
account, there exists a limited supply or demand for the security or other investment. Janus Capital seeks to allocate the opportunity to purchase or sell that security or other investment among accounts on an equitable basis by taking into
consideration factors including, but not limited to, size of the portfolio, concentration of holdings, investment objectives and guidelines, purchase costs, and cash availability. Janus Capital, however, cannot assure equality of allocations among
all its accounts, nor can it assure that the opportunity to purchase or sell a security or other investment will be proportionally allocated among accounts according to any
19
particular or predetermined standards or criteria. In some cases, these allocation procedures may adversely affect the price paid or received by an account or the size of the position obtained or
liquidated for an account. In others, however, the accounts ability to participate in volume transactions may produce better executions and prices for the accounts.
With respect to allocations of initial public offerings of equity securities or syndicate offerings of bonds (each a Primary Offering), under
Primary Offering allocation procedures adopted by Janus Capital, an account may participate in a Primary Offering if the portfolio managers believe the Primary Offering is an appropriate investment based on the accounts investment
restrictions, risk profile, asset composition, and/or cash levels. For equity securities, these Primary Offering allocation procedures generally require that all shares purchased in a Primary Offering be allocated to all participating accounts based
upon a portfolio managers initial indication of interest (i.e., his or her desired number of shares or the aggregate amount to be invested). For syndicated bond offerings, the Primary Offering procedures generally require that all bonds
purchased be allocated on a pro rata basis to all participating accounts within the same investment strategy (as opposed to pro rata across all participating accounts). To the extent a fund, such as a new fund, has only affiliated shareholders, such
as a portfolio manager or an adviser, and the fund participates in a Primary Offering, those shareholders may be perceived as receiving a benefit and, as a result, may have a conflict with management of the fund.
Janus Capital is permitted to adjust its allocation procedures to address fractional shares, odd lots, or minimum issue sizes. In certain circumstances, and
subject to its allocation procedures, Janus Capital may deviate from a pro-rata allocation to account for allocation sizes that are deemed, by the portfolio managers, to be de minimis to certain eligible accounts or to address situations
specific to individual accounts (e.g., cash limitations, position weightings, etc.). Participation in Primary Offerings may impact performance. In particular, the allocation of securities may have the unintended consequence of having a greater
impact (positive or negative) on the performance of one or more accounts compared to other accounts.
Janus Capital manages long and short portfolios. The
simultaneous management of long and short portfolios creates potential conflicts of interest in fund management and creates potential risks such as the risk that short sale activity could adversely affect the market value of long positions in one or
more funds (and vice versa), the risk arising from the sequential orders in long and short positions, and the risks associated with the trade desk receiving opposing orders in the same security at the same time.
Janus Capital has adopted procedures that it believes are reasonably designed to mitigate these and other potential conflicts and risks. Among other things,
Janus Capital has trade allocation procedures in place as previously described. In addition, procedures prohibit a portfolio manager from executing a short sale on a security held long in any other portfolio that he or she manages but is not held
long in the account in which the portfolio manager is placing the short. Note this does not prohibit shorting against the box. The procedures also require approvals of Janus Capital senior management in other situations that raise potential
conflicts of interest, as well as periodic monitoring of long and short trading activity of the Janus Henderson funds and accounts.
Each Fund and other
funds advised by Janus Capital or its affiliates may also transfer daily uninvested cash balances into one or more joint trading accounts. Assets in the joint trading accounts are invested in money market instruments and the proceeds are allocated
to the participating funds on a pro rata basis.
Pursuant to the provisions of the 1940 Act, each Fund may participate in an affiliated or
non-affiliated cash sweep program. In the cash sweep program, uninvested cash balances of each Fund may be used to purchase shares of affiliated or non-affiliated money market funds or cash management pooled investment vehicles that operate pursuant
to the provisions of the 1940 Act that govern the operation of money market funds. All funds are eligible to participate in the cash sweep program (the Investing Funds). As adviser, Janus Capital has an inherent conflict of interest
because of its fiduciary duties to the affiliated money market funds or cash management pooled investment vehicles and the Investing Funds. In addition, Janus Capital receives an investment advisory fee for managing the cash management vehicle used
for its securities lending program, and therefore may have an incentive to allocate collateral to the cash management vehicle rather than to other collateral management options for which Janus Capital does not receive compensation.
Each account managed by Janus Capital has its own investment objective and policies and is managed accordingly by the respective portfolio managers. As a
result, from time to time, two or more different managed accounts may pursue divergent investment strategies with respect to investments or categories of investments.
ALPS Distributors, Inc.s Code of Ethics
Pursuant
to Rule 17j-1 under the 1940 Act, the Trustees have approved a Code of Ethics adopted by ALPS Distributors, Inc. The Code of Ethics is intended to ensure that the interests of shareholders and other
clients are placed ahead of any personal interest,
20
that no undue personal benefit is obtained from the persons employment activities and that actual and potential conflicts of interest are avoided.
The Code of Ethics applies to the personal investing activities of ALPS Distributors, Inc. (Access Persons).
Rule 17j-1 and the Code of Ethics are designed to prevent unlawful practices in connection with the purchase or sale of securities by Access Persons. Under the Code of Ethics, Access Persons are permitted
to engage in personal securities transactions, but are required to report their personal securities transactions for monitoring purposes. The Code of Ethics permits personnel subject to the Code to invest in securities subject to certain
limitations, including securities that may be purchased or held by a Fund. In addition, certain Access Persons are required to obtain approval before investing in initial public offerings or private placements. The Code of Ethics is on file with the
SEC, and is available to the public.
Janus Capital Personal Code of Ethics
Janus Capital currently has in place the Personal Code of Ethics, which is comprised of the Personal Account Dealing Policy, the Gift and Entertainment
Received Policy, the Outside Business Activities Policy, and the Political Activities Policy. The Personal Code of Ethics is designed to ensure Janus Capital personnel: (i) observe applicable legal (including compliance with applicable federal
securities laws) and ethical standards in the performance of their duties; (ii) at all times place the interests of the Fund shareholders first; (iii) disclose all actual or potential conflicts; (iv) adhere to the highest standards of loyalty,
candor, and care in all matters relating to the Fund shareholders; (v) conduct all personal trading, including transactions in the Funds and other securities, consistent with the Personal Code of Ethics and in such a manner as to avoid any actual or
potential conflict of interest or any abuse of their position of trust and responsibility; and (vi) refrain from using any material nonpublic information in securities trading. The Personal Code of Ethics is on file with and available from the SEC
through the SEC website at http://www.sec.gov.
Under the Personal Account Dealing Policy, all Janus Capital personnel, as well as the Trustees and
Officers of the Funds, are required to conduct their personal investment activities in a manner that Janus Capital believes is not detrimental to the Funds. In addition, Janus Capital personnel are not permitted to transact in securities held by the
Funds for their personal accounts except under circumstances specified in the Personal Account Dealing Policy. All personnel of Janus Capital and the Funds, as well as certain other designated employees deemed to have access to current trading
information, are required to pre-clear all transactions in securities not otherwise exempt. Requests for trading authorization will be denied when, among other reasons, the proposed personal transaction would be contrary to the provisions of the
Personal Account Dealing Policy.
In addition to the pre-clearance requirement described above, the Personal Account Dealing Policy subjects such personnel
to various trading restrictions and reporting obligations. All reportable transactions are reviewed for compliance with the Personal Account Dealing Policy and under certain circumstances Janus Capital personnel may be required to forfeit profits
made from personal trading.
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PROXY VOTING POLICIES AND PROCEDURES
|
Each Funds Trustees have delegated to Janus Capital the authority to vote all proxies relating to such Funds
portfolio securities in accordance with Janus Capitals own policies and procedures. A summary of Janus Capitals policies and procedures is available without charge: (i) upon request, by calling 1-800-525-0020; (ii) on the
Funds website at janushenderson.com/proxyvoting; and (iii) on the SECs website at http://www.sec.gov.
A complete copy of Janus
Capitals proxy voting policies and procedures, including specific guidelines, is available at janushenderson.com/proxyvoting.
Each Funds proxy
voting record for the one-year period ending each June 30th is available, free of charge, through janushenderson.com/proxyvoting and from the SEC through the SECs website at http://www.sec.gov.
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JANUS CAPITAL MANAGEMENT LLC
PROXY VOTING SUMMARY FOR THE FUNDS
|
Janus Capital seeks to vote proxies in the best interest of its shareholders and without regard to any other Janus Capital
relationship (business or otherwise).
21
Proxy Voting Procedures
Janus Capital has adopted proxy voting procedures (the Proxy Voting Procedures) and developed proxy voting guidelines (the Janus
Guidelines) that are intended to ensure that votes are cast in the best interest of clients and shareholders, including by mitigating any potential conflicts of interest.
The Janus Guidelines outline how Janus Capital generally votes proxies for securities held in the funds and accounts it manages. The Janus Guidelines, which
include recommendations on most major corporate issues, are developed by the Janus Henderson Proxy Voting Committee (the Proxy Voting Committee) in consultation with Janus Capitals portfolio managers. The Proxy Voting Committee is
composed of representatives from the Office of the Treasurer, Operations Control, Compliance, as well as Governance and Responsible Investing, and equity portfolio management, and assisted by a non-voting
member from the Legal group. The Proxy Voting Committee also engages Institutional Shareholder Services Inc. (ISS) (the Proxy Voting Service) to provide research and recommendations on policies and guidelines.
Although Janus Capital has created the Proxy Voting Committee to provide guidance on general proxy issues and engaged the Proxy Voting Service to provide
research and recommendations on specific ones, Janus Capitals portfolio managers are ultimately responsible for determining how to vote proxies with respect to securities held in the portfolios they manage. The Janus Guidelines identify votes
where portfolio manager input is neither requested nor required along with votes where portfolio manager input is requested or required. The portfolio managers have elected to generally vote in accordance with the Janus Guidelines, in accordance
with the Proxy Voting Service recommendation where portfolio manager input is required, and in accordance with the votes of another portfolio manager that also holds those securities if that other portfolio manager is better situated to make a
determination on the particular proxy issue and instructs a vote contrary to the Janus Guidelines or to the Proxy Voting Service recommendation.
Certain Funds may participate in a securities lending program under which shares of an issuer may be on loan while that issuer is conducting a proxy
solicitation. Generally, if shares of an issuer are on loan during a proxy solicitation, a Fund cannot vote the shares. The portfolio managers have discretion to pull back lent shares before proxy record dates and vote proxies if time permits.
The Proxy Voting Committees oversight responsibilities include monitoring for, and resolving, potential and actual material conflicts of interest
with respect to proxy voting. A conflict of interest may arise from a number of situations, including but not limited to a business relationship between Janus Capital and the issuer, an inducement provided to portfolio management by the issuer or
its agents or a personal relationship between portfolio management and the management of the issuer. Janus Capital believes that default application of the Janus Guidelines should, in most cases, adequately address any possible conflicts of
interest. However, the potential for conflicts of interest exists in instances where portfolio management exercises discretion to (i) vote against the Janus Guidelines or (ii) vote against ISS benchmark recommendation and with management
on an item that has been referred. In those circumstances (together, exception votes), portfolio management is required to provide a sufficient written rationale for their vote. On a quarterly basis, the Proxy Voting Committee reviews
exception votes and assesses the adequacy of portfolio managements stated rationale. If the Proxy Voting Committee does not agree that portfolio managements rationale is reasonable with regards to a potential or actual personal conflict
of interest the proxy vote will be cast in accordance with the Janus Guidelines or as instructed by the Chief Investment Officer or a delegate. If the Proxy Voting Committee does not agree that portfolio managements rational is reasonable with
regards to a potential or actual business conflict of interest, the proxy vote will be cast in accordance with the Janus Guidelines or as instructed by the Proxy Voting Committee.
Proxy Voting Policies
As discussed above, the Proxy
Voting Committee has developed the Janus Guidelines for use in voting proxies. Below is a summary of some of the Janus Guidelines.
Board of
Directors Issues
Janus Capital: (i) will generally vote in favor of slates of director candidates that are comprised of a majority of independent
directors; (ii) will generally vote in favor of proposals to increase the minimum number of independent directors; and (iii) will generally oppose non-independent directors who serve on the audit, compensation, and/or nominating committees
of the board.
Auditor Issues
Janus Capital
will generally oppose proposals asking for approval of auditors that have a financial interest in or association with the company and are therefore not independent.
22
Equity and Executive Compensation Issues
Janus Capital will generally vote in favor of equity-based compensation plans unless they create an inconsistent relationship between long-term share
performance and compensation, do not demonstrate good stewardship of investors interests, or contain problematic features. Proposals regarding the re-pricing of underwater options (stock options in which the price the employee is contracted to
buy shares is higher than the current market price) and the issuance of reload options (stock options that are automatically granted if outstanding stock options are exercised during a window period) will generally be opposed. Janus Capital will
generally vote in favor with regard to advisory votes on executive compensation (say-on-pay), unless problematic pay practices are maintained.
General Corporate Issues
Janus Capital:
(i) will generally oppose proposals regarding supermajority voting rights (for example, to approve acquisitions or mergers); (ii) will generally oppose proposals for different classes of stock with different voting rights; and
(iii) will generally oppose proposals seeking to implement measures designed to prevent or obstruct corporate takeovers, unless such measures are designed primarily as a short-term means to protect a tax benefit or are structured in a way that
give shareholders the ultimate decision on any proposal or offer, and are proposed in a transparent and independent fashion. Janus Capital will review proposals relating to mergers, acquisitions, tender offers, and other similar actions on a
case-by-case basis.
Shareholder Proposals
If a shareholder proposal is specifically addressed by the Janus Guidelines, Janus Capital will generally vote pursuant to that Janus Guideline. Janus
Capitals first priority is to act as a fiduciary in the best interests of its clients. Janus Capital recognizes that environmental, social, moral, or ethical issues present risks and opportunities that can have an impact on company financial
performance. Janus Capital strives to balance these issues in a manner consistent with its fiduciary obligations. Janus Capital will generally vote with management on these matters unless it identifies areas of weakness or deficiency relative to
peers and/or industry best practices or it feels that management has failed to adequately respond to shareholder concerns. In such instances Janus Capital will review these matters on a case-by-case basis, consistent with its fiduciary obligations
to clients. Janus Capital will solicit additional research from its Proxy Voting Service for proposals outside the scope of the Janus Guidelines.
23
CUSTODIAN, TRANSFER AGENT,
AND CERTAIN AFFILIATIONS
State Street Bank and Trust Company (State Street or the Custodian), P.O. Box 0351, Boston, Massachusetts 02117-0351 is the custodian
of the domestic securities and cash of the Funds and of an affiliated cash management pooled investment vehicle. State Street is the designated Foreign Custody Manager (as the term is defined in Rule 17f-5 under the 1940 Act) of the Funds
securities and cash held outside the United States. The Funds Trustees have delegated to State Street certain responsibilities for such assets, as permitted by Rule 17f-5. State Street and the foreign subcustodians selected by it hold the
Funds assets in safekeeping and collect and remit the income thereon, subject to the instructions of each Fund. State Street also serves as transfer agent for the shares of each Fund (Transfer Agent).
State Street also provides certain fund administration services to each Fund, including services related to the Funds accounting, including calculating
the daily NAV, audit, tax, and reporting obligations, pursuant to an Agreement with Janus Capital, on behalf of each Fund. Janus Capital may cancel this Agreement at any time with 90 days notice. As compensation for such services, Janus
Capital pays State Street a fee based on a percentage of each Funds assets, with a minimum flat fee, per Fund, for certain services. Janus Capital serves as administrator to the Funds, providing oversight and coordination of the Funds
service providers, recordkeeping and other administrative services. Janus Capital does not receive any additional compensation, beyond the unitary fee, for serving as administrator.
The following table summarizes the fees received by State Street for custodian, transfer agent and sub-administrative services for the fiscal years ended
October 31, 2019, 2018 and 2017 for each Fund.
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|
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Fund Name
|
|
Fiscal Year Ended
October 31, 2019
|
|
|
Fiscal Year Ended
October 31, 2018
|
|
|
Fiscal Year Ended
October 31, 2017
|
|
Janus
Henderson Small Cap Growth Alpha ETF
|
|
$
|
133,573
|
|
|
$
|
124,782
|
|
|
$
|
117,036
|
|
Janus
Henderson Small/Mid Cap Growth Alpha ETF
|
|
$
|
144,947
|
|
|
$
|
136,694
|
|
|
$
|
126,379
|
|
Pursuant to agreements with Janus Capital on behalf of the Fund, State Street Global Markets, an affiliate of State
Street, may execute portfolio transactions for the Fund, including but not limited to, transactions in connection with cash in lieu transactions (as described under Fund Deposit) for non-US securities.
ALPS Distributors, Inc. (ALPS or the Distributor), 1290 Broadway, #1000, Denver, Colorado 80203-5603 is registered as a broker-dealer under the Securities Exchange Act of 1934 and is a member of the Financial Industry Regulatory Authority, Inc. (FINRA). ALPS acts as the agent of the Funds in connection with the sale of
their shares in all states in which such shares are registered and in which ALPS is qualified as a broker-dealer. Under the Distribution Agreement, ALPS offers Creation Units of each Funds shares on an ongoing basis.
Pursuant to an agreement with ALPS, Janus Distributors LLC (dba Janus Henderson Distributors), 151 Detroit Street, Denver, Colorado 80206-4805, a
wholly-owned subsidiary of Janus Capital, and a member of FINRA, may provide marketing and promotional services on behalf of the Funds. Janus Henderson Distributors does not receive any compensation from the Funds or ALPS for such services.
24
PORTFOLIO TRANSACTIONS AND
BROKERAGE
Janus Capital places all portfolio transactions of the Funds. Janus Capital has a policy
of seeking to obtain the best execution of all portfolio transactions (the best net prices under the circumstances based upon a number of factors including and subject to the factors discussed below) provided that Janus Capital may
occasionally pay higher commissions for research services as described below. Each Fund may trade foreign securities in foreign countries because the best available market for these securities is often on foreign exchanges. In transactions on
foreign stock exchanges, brokers commissions are frequently fixed and are often higher than in the United States, where commissions are negotiated.
Janus Capital considers a number of factors in seeking best execution in selecting broker-dealers and in establishing commissions on transactions. Those
factors include, but are not limited to: Janus Capitals knowledge of currently available established commission rates, prices of securities currently available, and other current transaction costs associated with various trading tools,
channels and venues; the nature, liquidity, size and type of the security being traded; the nature and character of the markets for the security to be purchased or sold; the desired timing or urgency of the trade pursuant to the investment decision;
the activity existing and expected in the market for the particular security; the ability of a broker to maintain confidentiality, including trade anonymity; the quality of the execution, clearance, and settlement services of a broker-dealer;
financial stability of the broker-dealer and the existence of actual or apparent operational problems of the broker-dealer; principal commitment by the broker-dealer to facilitate the transactions; and with respect to equity transactions for a Janus
Henderson Fund that may utilize client commission agreements (CCAs) (as described below), the value of research products or services provided by a broker-dealer. In recognition of the value of the foregoing factors, and as permitted by
Section 28(e) of the Securities Exchange Act of 1934, as amended, Janus Capital may place portfolio transactions with a broker-dealer at a commission rate (or charge) that is in excess of the commission (or charge) another broker-dealer would
have charged for effecting that transaction if Janus Capital determines in good faith that the amount of such commission (or charge) was reasonable in light of the value of the brokerage and research services provided by such broker-dealer or
provided by third parties viewed in terms of either that particular transaction or of the overall responsibilities of Janus Capital with respect to all client accounts. If the Fund utilizes research services, such services must qualify as
advice, analyses, or reports. To determine that a service constitutes eligible research services, Janus Capital must conclude that it reflects the expression of reasoning or knowledge relating to the
value of securities, advisability of effecting transactions in securities or analyses, or reports concerning issuers, securities, economic factors, investment strategies, or the performance of accounts. To constitute eligible brokerage
services, such services must effect securities transactions and functions incidental thereto, and include clearance, settlement, and the related custody services. Additionally, brokerage services have been interpreted to include
services relating to the execution of securities transactions. Research received from brokers or dealers is supplemental to Janus Capitals own research efforts. Because Janus Capital receives a benefit from the research and brokerage
services it receives from broker-dealers, Janus Capital has an incentive to continue to use those broker-dealers to effect transactions instead of other broker-dealers who do not provide such services, but who may execute transactions at a lower
price. Janus Capital does not consider a broker-dealers sale of Fund shares when choosing a broker-dealer to effect transactions.
Cross
trades, in which one Janus Capital account sells a particular security to another Janus Capital account (potentially saving transaction costs for both accounts), may also pose a potential conflict of interest. Cross trades may be seen to
involve a potential conflict of interest if, for example, one account is permitted to sell a security to another account at a higher price than an independent third party would pay. Janus Capital and the Funds Trustees have adopted compliance
procedures that provide that any transactions between each Fund and another Janus-advised account are to be made at an independent current market price, as required by law. There is also a potential conflict of interest when cross trades involve a
Janus Henderson fund that has substantial ownership by Janus Capital. At times, Janus Capital may have a controlling interest of a Fund involved in a cross trade.
For the fiscal year ended October 31, 2019, the total brokerage commissions paid by the Funds to brokers and dealers in transactions identified for
execution primarily on the basis of research and other services provided to the Funds are summarized below.
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|
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|
|
|
|
|
|
Fund Name
|
|
Fiscal Year
Ended
October 31, 2019
|
|
|
|
Commissions
|
|
|
Transactions
|
|
Janus
Henderson Small Cap Growth Alpha ETF
|
|
$
|
0
|
|
|
$
|
0
|
|
Janus
Henderson Small/Mid Cap Growth Alpha ETF
|
|
$
|
0
|
|
|
$
|
0
|
|
25
Additionally, Janus Capital does not guarantee any broker the placement of a predetermined amount of
securities transactions in return for the research or brokerage services it provides. Janus Capital does, however, allocate transactions among brokers in a manner consistent with its execution policies, which provide that Janus Capital may seek
brokers that it has identified as providing execution-related services, research, or research-related products of a particular benefit to Janus Capitals clients. Janus Capital has entered into CCAs with certain broker-dealers under which the
broker-dealers may use a portion of their commissions to pay third parties or other broker-dealers that provide Janus Capital with brokerage or research services, as permitted under Section 28(e) of the Securities Exchange Act of 1934.
CCAs allow Janus Capital to direct broker-dealers to pool commissions that are generated from orders executed at that broker-dealer, and then periodically direct the broker-dealer to pay third parties or other broker-dealers for research or
brokerage services. All uses of CCAs by Janus Capital are subject to applicable law and Janus Capitals best execution obligations. Brokerage and research products and services furnished by brokers may, however, be used in servicing any or all
of the clients of Janus Capital, and such brokerage or research products and services may not necessarily be used by Janus Capital in connection with the same accounts that paid the commissions or charges to the broker or third party providing such
brokerage or research products and services. In addition, such research products and services may not always be used in connection with management of the Fund. Similarly, research and brokerage services paid for with commissions generated by equity
trades may be used for fixed-income clients that normally do not pay brokerage commissions or other clients whose commissions are generally not used to obtain such research and brokerage services.
Janus Capital may also use step-out or sponsorship transactions in order to receive research products and related
services. In step-out or sponsorship transactions, Janus Capital directs trades to a broker-dealer with the instruction that the broker-dealer execute the transaction, but direct all or a portion of the
transaction or commission in favor of another broker-dealer that provides such products and/or services. The second broker-dealer may clear and settle and receive commissions for the remaining portion. In a new issue designation, Janus Capital
directs purchase orders to a broker-dealer that is a selling group member or underwriter of an equity or fixed-income new issue offering. Janus Capital directs that broker-dealer to designate a portion of the broker-dealers commission on the
new issue purchase to a second broker-dealer(s) that provides such products and/or services. Given Janus Capitals receipt of such products and services in connection with step-out or sponsorship
transactions and new issue designations, Janus Capital has an incentive to continue to engage in such transactions; however, Janus Capital only intends to utilize step-out or sponsorship transactions and new
issue designations when it believes that doing so would not hinder best execution efforts.
The Fund generally buys and sells fixed-income securities, as
applicable, in principal and agency transactions in which no brokerage commissions are paid. However, the Fund may engage an agent and pay commissions for such transactions if Janus Capital believes that the net result of the transaction to the Fund
will be no less favorable than that of contemporaneously available principal transactions. The implied cost of executing fixed-income securities transactions of the Fund primarily will consist of bid-offer
spreads at which brokers will transact. The spread is the difference between the prices at which the broker is willing to purchase and sell the specific security at the time.
Janus Capital may also use step-out transactions in order to receive research products and related services. In a step-out transaction, Janus Capital directs
trades to a broker-dealer with the instruction that the broker-dealer execute the transaction, but step-out all or a portion of the transaction or commission in favor of another broker-dealer that provides such products and/or services.
The second broker-dealer may clear and settle and receive commissions for the stepped-in portion. In a new issue designation, Janus Capital directs purchase orders to a broker-dealer that is a selling group member or underwriter of an equity or
fixed-income new issue offering. Janus Capital directs that broker-dealer to designate a portion of the broker-dealers commission on the new issue purchase to a second broker-dealer(s) that provides such products and/or services. Given Janus
Capitals receipt of such products and services in connection with step-out transactions and new issue designations, Janus Capital has an incentive to continue to engage in such transactions; however, Janus Capital only intends to utilize
step-out transactions and new issue designations when it believes that doing so would not hinder best execution efforts.
When a Fund purchases or sells a
security in the over-the-counter market, the transaction takes place directly with a principal market-maker, without the use of a broker, except in those circumstances
where, in the opinion of Janus Capital, better prices and executions will be achieved through the use of a broker.
Creation or redemption transactions, to
the extent consisting of cash, may require the Fund to contemporaneously transact with broker-dealers for purchases of Deposit Securities (as defined under Fund Deposit) or sales of Fund Securities (as defined under Redemption of Creation Units),
including any foreign exchange, as applicable. Such transactions with a particular broker-dealer
26
may be conditioned upon the broker-dealers agreement to transact at guaranteed price levels in order to reduce transaction costs the Fund would otherwise incur as a consequence of settling
creation or redemption baskets in cash rather than in-kind.
The following table summarizes the total amount of brokerage commissions paid by the Funds
for the fiscal years ended October 31, 2019, 2018 and 2017.
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|
|
|
|
|
|
|
|
|
|
|
|
Fund Name
|
|
For the Fiscal
Year Ended
October 31, 2019
|
|
|
For the Fiscal
Year Ended
October 31, 2018
|
|
|
For the Fiscal
Year Ended
October 31, 2017
|
|
Janus
Henderson Small Cap Growth Alpha ETF
|
|
$
|
19,227
|
|
|
$
|
9,700
|
|
|
$
|
4,663
|
|
Janus
Henderson Small/Mid Cap Growth Alpha ETF
|
|
$
|
25,355
|
|
|
$
|
15,934
|
|
|
$
|
6,709
|
|
Brokerage commissions paid by a Fund may vary significantly from year to year because of portfolio turnover rates, varying
market conditions, changes to investment strategies or processes, and other factors.
As of October 31, 2019, each Fund owned securities of its regular
broker-dealer (or parents) as shown below.
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|
|
|
|
|
|
|
|
Fund Name
|
|
Name of Broker-Dealer
|
|
|
Value of Securities Owned
|
|
Janus
Henderson Small Cap Growth Alpha ETF
|
|
|
Virtu Financial, Inc.
|
|
|
$
|
83,630
|
|
Janus
Henderson Small/Mid Cap Growth Alpha ETF
|
|
|
Virtu Financial, Inc.
|
|
|
$
|
137,580
|
|
27
SHARES OF THE TRUST
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NET ASSET VALUE DETERMINATION
|
As stated in the Funds Prospectuses, the net asset value (NAV) of the shares of each Fund is determined once
each day the New York Stock Exchange (the NYSE) is open, as of the close of its regular trading session (normally 4:00 p.m., New York time, Monday through Friday). The per share NAV of each Fund is computed by dividing the net
assets by the number of the Funds shares outstanding. Securities held by each Fund are valued in accordance with policies and procedures established by and under the supervision of the Trustees (the Valuation Procedures). In
determining NAV, equity securities traded on a domestic securities exchange are generally valued at the closing prices on the primary market or exchange on which they trade. If such price is lacking for the trading period immediately preceding the
time of determination, such securities are valued at their current bid price. If applicable, equity securities that are traded on a foreign exchange are generally valued at the closing prices on such markets. In the event that there is not current
trading volume on a particular security in such foreign exchange, the bid price from the primary exchange is generally used to value the security. Securities that are traded on the
over-the-counter markets are generally valued at their closing or latest bid prices as available. Foreign securities and currencies are converted to U.S. dollars
using the applicable exchange rate in effect at the close of the NYSE. Each Fund will determine the market value of individual securities held by it by using prices provided by one or more approved professional pricing services or, as needed, by
obtaining market quotations from independent broker-dealers. Most debt securities are valued in accordance with the evaluated bid price supplied by the pricing service that is intended to reflect market value. The evaluated bid price supplied by the
pricing service is an evaluation that may consider factors such as security prices, yields, maturities, and ratings. Certain short-term securities maturing within 60 days or less may be valued on an amortized cost basis.
Securities for which market quotations or evaluated prices are not readily available or are deemed unreliable are valued at fair value determined in good faith
under the Valuation Procedures. Circumstances in which fair value pricing may be utilized include, but are not limited to: (i) a significant event that may affect the securities of a single issuer, such as a merger, bankruptcy, or significant
issuer-specific development; (ii) an event that may affect an entire market, such as a natural disaster or significant governmental action; (iii) a nonsignificant event such as a market closing early or not opening, or a security trading
halt; and (iv) pricing of a nonvalued security and a restricted or nonpublic security. Special valuation considerations may apply with respect to odd-lot fixed-income transactions which, due to their small size, may receive
evaluated prices by pricing services which reflect a large block trade and not what actually could be obtained for the odd-lot position.
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DISTRIBUTION AND SHAREHOLDER SERVICING PLAN
|
Rule 12b-1 under the 1940 Act, as amended, (the Rule) provides that an
investment company may bear expenses of distributing its shares only pursuant to a plan adopted in accordance with the Rule. The Trustees have adopted a Rule 12b-1 Distribution Plan (Rule 12b-1 Plan) pursuant to which a Fund may pay certain expenses incurred in the distribution of its shares and the servicing and maintenance of existing shareholder accounts. ALPS, as the
Funds principal underwriter, and Janus Capital may have a direct or indirect financial interest in the Rule 12b-1 Plan or any related agreement. Pursuant to the
Rule 12b-1 Plan, a Fund may pay a fee of up to 0.25% of the Funds average daily net assets. No Rule 12b-1 fee is currently being charged to the Funds.
The Rule 12b-1 Plan was approved by the Board, including a majority of the Independent Trustees of the Funds.
In approving each Rule 12b-1 Plan, the Trustees determined that there is a reasonable likelihood that the Rule 12b-1 Plan will benefit each Fund and its
shareholders.
The 12b-1 fee may only be imposed or increased when the Trustees determine that it is in the best interests of shareholders to do so and the
imposition of or increase in the 12b-1 fee is first approved by the Funds shareholders. Because these fees are paid out of a Funds assets on an ongoing basis, to the extent that a fee is authorized, over time they will increase the cost
of an investment in the Fund. The Plan fee may cost an investor more than other types of sales charges.
28
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CREATION AND REDEMPTION OF CREATION UNITS
|
The Trust issues and sells shares of the Funds only in Creation Units on a continuous basis through the Distributor, without a
sales load, at the NAV next determined after receipt of an order in proper form as described in the Participant Agreement (as defined below), on any Business Day (as defined below).
A Business Day with respect to each Fund is each day the Listing Exchange is open, which excludes weekends and the following holidays: New
Years Day, Martin Luther King, Jr. Day, Presidents Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day. Orders from Authorized Participants to create or redeem Creation Units will only be
accepted on a Business Day.
Fund Deposit
The
consideration for purchase of Creation Units of each Fund generally consists of the in-kind deposit of a designated portfolio of securities (including any portion of such securities for which cash may be substituted) (Deposit Securities)
and the Cash Component computed as described below. Together, the Deposit Securities and the Cash Component constitute the Fund Deposit, which will be applicable (subject to possible amendment or correction) to creation requests
received in proper form. The Fund Deposit represents the minimum initial and subsequent investment amount for a Creation Unit of a Fund.
The
Cash Component is an amount equal to the difference between the NAV of the shares (per Creation Unit) and the Deposit Amount, which is an amount equal to the market value of the Deposit Securities, and serves to compensate
for any differences between the NAV per Creation Unit and the Deposit Amount. Payment of any stamp duty or other similar fees and expenses payable upon transfer of beneficial ownership of the Deposit Securities are the sole responsibility of the
Authorized Participant purchasing the Creation Unit.
Janus Capital makes available through the NSCC on each Business Day prior to the opening of business
on the Listing Exchange, the list of names and the required number or par value of each Deposit Security and the amount of the Cash Component to be included in the current Fund Deposit (based on information as of the end of the previous
Business Day for each Fund). Such Fund Deposit is applicable, subject to any adjustments as described below, to purchases of Creation Units of shares of a Fund until such time as the next-announced Fund Deposit is made available.
The identity and number or par value of the Deposit Securities change pursuant to changes in the composition of the Funds portfolio and as rebalancing
adjustments and corporate action events are reflected from time to time by Janus Capital with a view to the investment objective of each Fund. The composition of the Deposit Securities may also change in response to adjustments to the weighting or
composition of the component securities constituting a Funds portfolio.
Each Fund reserves the right to permit or require the substitution of a
cash in lieu amount to be added to the Cash Component to replace any Deposit Security that may not be available in sufficient quantity for delivery or that may not be eligible for transfer through Depository Trust Company
(DTC) or the Clearing Process (as discussed below). If permitted by applicable laws to offer Creation Units of a Fund in exchange for the Fund Deposit, the Funds also reserve the right to permit or require a cash in lieu
amount in certain circumstances, including circumstances in which (i) the delivery of the Deposit Security by the Authorized Participant (as described below) would be restricted under applicable securities or other local laws or (ii) the
delivery of the Deposit Security to the Authorized Participant would result in the disposition of the Deposit Security by the Authorized Participant becoming restricted under applicable securities or other local laws, or in certain other situations.
In the case of transactions involving cash in lieu amounts, the Authorized Participant must pay the cash equivalent of the Deposit Securities it would otherwise be required to provide through an in-kind purchase, plus the same Cash
Component required to be paid by an in-kind purchaser. If a purchase or redemption consists solely or partially of cash and the Fund places a brokerage transaction for portfolio securities with a third party broker, an Authorized Participant or its
affiliated broker-dealer, the broker or the Authorized Participant (or an affiliated broker-dealer of the Authorized Participant) may be required, in its capacity as broker-dealer with respect to that transaction, to cover certain brokerage, tax,
foreign exchange, execution, and market impact costs through a brokerage execution guarantee.
Procedures for Creating Creation Units
To be eligible to place orders with the Distributor and to create a Creation Unit of a Fund, an entity must be: (i) a Participating Party,
i.e., a broker-dealer or other participant in the clearing process through the Continuous Net Settlement System of the NSCC (the Clearing Process) or (ii) a DTC Participant, and must have executed an agreement with the
Distributor, with respect to creations and redemptions of Creation Units (Authorized Participant Agreement) (discussed below). A Participating
29
Party or DTC Participant who has executed an Authorized Participant Agreement is referred to as an Authorized Participant. All shares of a Fund, however created, will be entered on
the records of DTC in the name of Cede & Co. for the account of a DTC Participant.
Role of the Authorized Participant
Creation Units may be purchased only by or through a DTC Participant that has entered into an Authorized Participant Agreement with the Distributor. Such
Authorized Participant will agree, pursuant to the terms of such Authorized Participant Agreement and on behalf of itself or any investor on whose behalf it will act, to certain conditions, including that such Authorized Participant will make
available in advance of each purchase of shares an amount of cash sufficient to pay the Cash Component, once the net asset value of a Creation Unit is next determined after receipt of the purchase order in proper form, together with the transaction
fees described below. An Authorized Participant, acting on behalf of an investor, may require the investor to enter into an agreement with such Authorized Participant with respect to certain matters, including payment of the Cash Component.
Investors who are not Authorized Participants must make appropriate arrangements with an Authorized Participant. Investors should be aware that their particular broker may not be a DTC Participant or may not have executed an Authorized Participant
Agreement and that orders to purchase Creation Units may have to be placed by the investors broker through an Authorized Participant. As a result, purchase orders placed through a non-Authorized Participant may result in additional charges to
such investor. The Trust does not expect to enter into an Authorized Participant Agreement with more than a small number of DTC Participants. A list of current Authorized Participants may be obtained from the Distributor. The Distributor and
Transfer Agent have adopted guidelines regarding Authorized Participants transactions in Creation Units that are made available to all Authorized Participants. These guidelines set forth the processes and standards for Authorized Participants
to transact with the Distributor, Transfer Agent, and their agents in connection with creation and redemption transactions, as applicable.
Placement
of Creation Orders
Fund Deposits must be delivered through the Federal Reserve System (for cash and U.S. government securities), through DTC
(for corporate and municipal securities) or through a central depository account, such as with Euroclear or DTC, maintained by the Custodian or a subcustodian (a Central Depository Account). Any portion of a Fund Deposit that may
not be delivered through the Federal Reserve System or DTC must be delivered through a Central Depository Account. The Fund Deposit transfers made through DTC must be ordered by the DTC Participant in a timely fashion so as to ensure the
delivery of the requisite number of Deposit Securities through DTC to the account of each Fund generally before 3:00 p.m., Eastern time on the Settlement Date. Fund Deposit transfers made through the Federal Reserve System must be
deposited by the participant institution in a timely fashion so as to ensure the delivery of the requisite number or amount of Deposit Securities or cash through the Federal Reserve System to the account of each Fund generally before 3:00 p.m.,
Eastern time on the Settlement Date. Fund Deposit transfers made through a Central Depository Account must be completed pursuant to the requirements established by the Custodian or subcustodian for such Central Depository Account generally
before 2:00 p.m., Eastern time on the Settlement Date. The Settlement Date for all funds is generally the second business day after the Transmittal Date. All questions as to the number of Deposit Securities to be delivered, and the
validity, form and eligibility (including time of receipt) for the deposit of any tendered securities, will be determined by the Trust, whose determination shall be final and binding. The amount of cash equal to the Cash Component must be
transferred directly to the Custodian through the Federal Reserve Bank wire transfer system in a timely manner so as to be received by the Custodian generally before 3:00 p.m., Eastern time on the Settlement Date. If the Cash Component and the
Deposit Securities are not received by 3:00 p.m., Eastern time on the Settlement Date, the creation order may be canceled. Upon written notice to the Distributor, such canceled order may be resubmitted the following Business Day using a
Fund Deposit as newly constituted to reflect the then current NAV of each Fund. The delivery of Creation Units so created generally will occur no later than the second Business Day following the day on which the purchase order is deemed
received by the Distributor, provided that the relevant Fund Deposit has been received by each Fund prior to such time.
Purchase Orders
To initiate an order for a Creation Unit, an Authorized Participant must submit to the Distributor or its agent an irrevocable order to purchase shares of a
Fund, in proper form, by the Cutoff Time (as defined below). The Distributor or its agent will notify Janus Capital and the custodian of such order. The custodian will then provide such information to any appropriate subcustodian. Procedures and
requirements governing the delivery of the Fund Deposit are set forth in the procedures handbook for Authorized Participants and may change from time to time. Investors, other than Authorized Participants, are
30
responsible for making arrangements for a creation request to be made through an Authorized Participant. The Distributor or its agent will provide a list of current Authorized Participants upon
request. Those placing orders to purchase Creation Units through an Authorized Participant should allow sufficient time to permit proper submission of the purchase order to the Distributor or its agent by the Cutoff Time (as defined below) on such
Business Day.
The Authorized Participant must also make available on or before the contractual settlement date, by means satisfactory to a Fund,
immediately available or same day funds estimated by a Fund to be sufficient to pay the Cash Component next determined after acceptance of the purchase order, together with the applicable purchase transaction fees. Any excess funds will be returned
following settlement of the issue of the Creation Unit. Those placing orders should ascertain the deadline for cash transfers by contacting the operations department of the broker or depositary institution effectuating the transfer of the Cash
Component. This deadline is likely to be significantly earlier than the Cutoff Time of a Fund. Investors should be aware that an Authorized Participant may require orders for purchases of shares placed with it to be in the particular form required
by the individual Authorized Participant.
The Authorized Participant is responsible for any and all expenses and costs incurred by each Fund, including
any applicable cash amounts, in connection with any purchase order.
Timing of Submission of Purchase Orders
An Authorized Participant must submit an irrevocable order to purchase shares of the Funds generally before 4:00 p.m., Eastern time on any Business Day in
order to receive that days NAV. On days when the Listing Exchange closes earlier than normal, the Fund may require orders to create or redeem Creation Units to be placed earlier in the day. Creation Orders must be transmitted by an Authorized
Participant by telephone or other transmission method acceptable to the Distributor or its agent pursuant to procedures set forth in the Authorized Participant Agreement, as described below. Economic or market disruptions or changes, or telephone or
other communication failure, may impede the ability to reach the Distributor or its agent or an Authorized Participant. Orders to create shares of a Fund that are submitted on the Business Day immediately preceding a holiday or a day (other than a
weekend) when the equity markets in the relevant foreign market are closed may be charged the maximum additional change for Creation Unit transactions as set forth in the SAI to account for transaction costs incurred by the Fund. The
Funds deadline specified above for the submission of purchase orders is referred to as the Funds Cutoff Time. The Distributor or its agent, in their discretion, may permit the submission of such orders and requests by or
through an Authorized Participant at any time (including on days on which the Listing Exchange is not open for business) via communication through the facilities of the Distributors or its Transfer Agents proprietary website maintained
for this purpose. Purchase orders and redemption requests, if accepted by the Trust, will be processed based on the NAV next determined after such acceptance. However, to account for transaction costs otherwise incurred by a Fund, an Authorized
Participant that submits an order to the Distributor after the Cutoff Time stated above, may be charged the maximum additional charge for Creation Unit transactions as set forth in this SAI.
Acceptance of Orders for Creation Units
Subject to the
conditions that (i) an irrevocable purchase order has been submitted by the Authorized Participant (either on its own or another investors behalf) and (ii) arrangements satisfactory to a Fund are in place for payment of the Cash
Component and any other cash amounts which may be due, a Fund will accept the order, subject to a Funds right (and the right of the Distributor and Janus Capital) to reject any order until acceptance, as set forth below.
Once a Fund has accepted an order, upon the next determination of the net asset value of the shares, the Fund will confirm the issuance of a Creation Unit,
against receipt of payment, at such net asset value. The Distributor or its agent will then transmit a confirmation of acceptance to the Authorized Participant that placed the order.
Each Fund reserves the absolute right to reject or revoke a creation order transmitted to it by the Distributor or its agent if (i) the order is not in
proper form; (ii) the investor(s), upon obtaining the shares ordered, would own 80% or more of the currently outstanding shares of a Fund; (iii) the Deposit Securities delivered do not conform to the identity and number of shares
specified, as described above; (iv) acceptance of the Deposit Securities would have certain adverse tax consequences to a Fund; (v) acceptance of the Fund Deposit would, in the opinion of counsel, be unlawful; (vi) acceptance of
the Fund Deposit would, in the discretion of a Fund or Janus Capital, have an adverse effect on a Fund or the rights of beneficial owners; or (vii) circumstances outside the control of a Fund, the Distributor or its agent and Janus Capital
make it impracticable to process purchase orders. The Distributor or its agent shall notify a prospective purchaser of a Creation Unit and/or the Authorized Participant acting on behalf of such purchaser of its rejection of such order. The Funds,
Transfer Agent, subcustodian, and
31
Distributor or their agents are under no duty, however, to give notification of any defects or irregularities in the delivery of Fund Deposits nor shall any of them incur any liability for
failure to give such notification.
Issuance of a Creation Unit
Except as provided herein, a Creation Unit will not be issued until the transfer of good title to a Fund of the Deposit Securities and the payment of the Cash
Component have been completed. When the subcustodian has confirmed to the custodian that the securities included in the Fund Deposit (or the cash value thereof) have been delivered to the account of the relevant subcustodian or subcustodians,
the Distributor or its agent and Janus Capital shall be notified of such delivery and a Fund will issue and cause the delivery of the Creation Unit. Creation Units for a Fund typically are issued on a T+2 basis (i.e., two Business Days
after trade date). However, as discussed in Regular Holidays, each Fund reserves the right to settle Creation Unit transactions on a basis other than T+2 in order to accommodate foreign market holiday schedules, to account for different
treatment among foreign and U.S. markets, as applicable, of dividend record dates and ex-dividend dates (i.e., the last day the holder of a security can sell the security and still receive dividends payable on the security) and in certain other
circumstances.
To the extent contemplated by an Authorized Participants agreement with the Distributor, a Fund will issue Creation Units to such
Authorized Participant, notwithstanding the fact that the corresponding Fund Deposits have not been received in part or in whole, in reliance on the undertaking of the Authorized Participant to deliver the missing Deposit Securities as soon as
possible, which undertaking shall be secured by such Authorized Participants delivery and maintenance of collateral having a value at least equal to 105%, which percentage Janus Capital may change at any time, in its sole discretion, of the
value of the missing Deposit Securities in accordance with the Funds then-effective procedures. The only collateral that is acceptable to a Fund is cash in U.S. dollars. Such cash collateral must be delivered no later than 2:00 p.m.,
Eastern time on the contractual settlement date. The cash collateral posted by the Authorized Participant may be invested at the risk of the Authorized Participant, and income, if any, on invested cash collateral will be paid to that Authorized
Participant. Information concerning the Funds current procedures for collateralization of missing Deposit Securities is available from the Distributor or its agent. The Authorized Participant Agreement will permit a Fund to buy the missing
Deposit Securities at any time and will subject the Authorized Participant to liability for any shortfall between the cost to a Fund of purchasing such securities and the cash collateral.
In certain cases, Authorized Participants may create and redeem Creation Units on the same trade date and in these instances, each Fund reserves the right to
settle these transactions on a net basis or require a representation from the Authorized Participants that the creation and redemption transactions are for separate beneficial owners. All questions as to the number of shares of each security in the
Deposit Securities and the validity, form, eligibility and acceptance for deposit of any securities to be delivered shall be determined by a Fund and such Funds determination shall be final and binding.
Costs Associated with Creation Transactions
A standard
creation transaction fee is imposed to offset the transfer and other transaction costs associated with the issuance of Creation Units. The standard creation transaction fee will be charged to the Authorized Participant on the day such Authorized
Participant creates a Creation Unit, and is the same, regardless of the number of Creation Units purchased by the Authorized Participant on the applicable Business Day. The Authorized Participant may also be required to cover certain brokerage, tax,
foreign exchange, execution, market impact and other costs and expenses related to the execution of trades resulting from such transaction. Authorized Participants will also bear the costs of transferring the Deposit Securities to a Fund. Investors
who use the services of a broker or other financial intermediary to acquire a Funds shares may be charged a fee for such services.
The Funds
standard creation transaction fee (as described above) is $700.
Redemption of Creation Units
Shares of each Fund may be redeemed by Authorized Participants only in Creation Units at their NAV next determined after receipt of a redemption request in
proper form by the Transfer Agent or its agent and only on a Business Day. Each Fund will not redeem shares in amounts less than Creation Units. There can be no assurance, however, that there will be sufficient liquidity in the secondary market at
any time to permit assembly of a Creation Unit. Investors should expect to incur brokerage and other costs in connection with assembling a sufficient number of shares to constitute a Creation Unit that could be redeemed by an Authorized Participant.
Beneficial owners also may sell shares in the secondary market.
Each Fund generally redeems Creation Units in-kind. Please see the following discussion
summarizing the in-kind method for further information on redeeming Creation Units of each Fund.
32
Janus Capital will make available through the NSCC, prior to the opening of business on the Listing Exchange
(currently 9:30 a.m. Eastern time) on each Business Day, the designated portfolio of securities (including any portion of such securities for which cash may be substituted) that will be applicable (subject to possible amendment or
correction) to redemption requests received in proper form (as defined below) on that day (Fund Securities), and an amount of cash (the Cash Amount, as described below). Such Fund Securities and the corresponding
Cash Amount (each subject to possible amendment or correction) are applicable in order to effect redemptions of Creation Units of a Fund until such time as the next announced composition of the Fund Securities and Cash Amount is made available.
Fund Securities received on redemption may not be identical to Deposit Securities that are applicable to creations of Creation Units. Procedures and requirements governing redemption transactions are set forth in the handbook for Authorized
Participants and may change from time to time.
The redemption proceeds for a Creation Unit generally consist of Fund Securities, plus the Cash
Amount, which is an amount equal to the difference between the net asset value of the shares being redeemed, as next determined after the receipt of a redemption request in proper form, and the value of Fund Securities, less a redemption
transaction fee (as described below).
The Trust may, in its sole discretion, substitute a cash in lieu amount to replace any
Fund Security. The Trust also reserves the right to permit or require a cash in lieu amount in certain circumstances, including circumstances in which: (i) the delivery of a Fund Security to the Authorized Participant
would be restricted under applicable securities or other local laws; or (ii) the delivery of a Fund Security to the Authorized Participant would result in the disposition of the Fund Security by the Authorized Participant becoming
restricted under applicable securities or other local laws, or in certain other situations. The amount of cash paid out in such cases will be equivalent to the value of the substituted security listed as a Fund Security. In the event that the
Fund Securities have a value greater than the NAV of the shares, a compensating cash payment equal to the difference is required to be made by or through an Authorized Participant by the redeeming shareholder. Each Fund generally redeems
Creation Units in Fund Securities.
Cash Redemption Method
Although the Trust does not ordinarily permit partial or full cash redemptions of Creation Units of a Fund, when partial or full cash redemptions of Creation
Units are available or specified they will be effected in essentially the same manner as in-kind redemptions thereof. In the case of partial or full cash redemption, the Authorized Participant receives the cash equivalent of the Fund Securities
it would otherwise receive through an in-kind redemption, plus the same Cash Amount to be paid to an in-kind redeemer.
Costs Associated with
Redemption Transactions
A standard redemption transaction fee is imposed to offset transfer and other transaction costs that may be incurred by a
Fund. The standard redemption transaction fee is charged to the Authorized Participant on the day such Authorized Participant redeems a Creation Unit, and is the same regardless of the number of Creation Units redeemed by an Authorized Participant
on the applicable Business Day. The Authorized Participant may also be required to cover certain brokerage, tax, foreign exchange, execution, market impact and other costs and expenses related to the execution of trades resulting from such
transaction. Authorized Participants will also bear the costs of transferring the Fund Securities from a Fund to their account on their order. Investors who use the services of a broker or other financial intermediary to dispose of a
Funds shares may be charged a fee for such services.
The Funds standard redemption transaction fee (as described above) is $700.
Placement of Redemption Orders
Redemption requests
for Creation Units of the Funds must be submitted to the Transfer Agent by or through an Authorized Participant. An Authorized Participant must submit an irrevocable request to redeem shares of a Fund generally before 4:00 p.m., Eastern time on
any Business Day, in order to receive that days NAV. On days when the Listing Exchange closes earlier than normal, a Fund may require orders to create or redeem Creation Units to be placed earlier in the day. Investors, other than Authorized
Participants, are responsible for making arrangements for a redemption request to be made through an Authorized Participant. The Distributor or its agent will provide a list of current Authorized Participants upon request.
The Authorized Participant must transmit the request for redemption in the form required by a Fund to the Transfer Agent or its agent in accordance with
procedures set forth in the Authorized Participant Agreement. Investors should be aware that their particular broker may not have executed an Authorized Participant Agreement and that, therefore, requests to redeem Creation Units may have to be
placed by the investors broker through an Authorized Participant who has executed an Authorized Participant Agreement. At any time, only a limited number of broker-dealers will have an Authorized Participant Agreement in
33
effect. Investors making a redemption request should be aware that such request must be in the form specified by such Authorized Participant. Investors making a request to redeem Creation Units
should allow sufficient time to permit proper submission of the request by an Authorized Participant and transfer of the shares to the Transfer Agent; such investors should allow for the additional time that may be required to effect redemptions
through their banks, brokers or other financial intermediaries if such intermediaries are not Authorized Participants.
A redemption request is considered
to be in proper form if (i) an Authorized Participant has transferred or caused to be transferred to the Transfer Agent the Creation Unit redeemed through the book-entry system of DTC so as to be effective by the Listing Exchange
closing time on the applicable Business Day, (ii) a request in form satisfactory to a Fund is received by the Transfer Agent or its agent from the Authorized Participant on behalf of itself or another redeeming investor within the time periods
specified above and (iii) all other procedures set forth in the Authorized Participant Agreement are properly followed. If the Transfer Agent does not receive the investors shares through DTCs facilities by 10:00 a.m., Eastern
time on the Business Day next following the day that the redemption request is received, the redemption request may be rejected. Investors should be aware that the deadline for such transfers of shares through the DTC system may be significantly
earlier than the close of business on the Listing Exchange. Those making redemption requests should ascertain the deadline applicable to transfers of shares through the DTC system by contacting the operations department of the broker or depositary
institution effecting the transfer of the shares.
Upon receiving a redemption request, the Transfer Agent or its agent shall notify a Fund of such
redemption request. The tender of an investors shares for redemption and the distribution of the securities and/or cash included in the redemption payment made in respect of Creation Units redeemed will be made through DTC and the relevant
Authorized Participant to the Beneficial Owner thereof as recorded on the book-entry system of DTC or the DTC Participant through which such investor holds, as the case may be, or by such other means specified by the Authorized Participant
submitting the redemption request.
A redeeming Beneficial Owner or Authorized Participant acting on behalf of such Beneficial Owner must maintain
appropriate security arrangements with a qualified broker-dealer, bank or other custody providers in each jurisdiction in which any of the portfolio securities are customarily traded, to which account such portfolio securities will be delivered.
Deliveries of redemption proceeds by a Fund generally will be made within two Business Days (i.e., T+2). Further, as discussed in
Regular Holidays, each Fund reserves the right to settle redemption transactions and deliver redemption proceeds on another basis to accommodate foreign market holiday schedules, to account for different treatment among foreign and U.S.
markets of dividend record dates and dividend ex-dates (i.e., the last date the holder of a security can sell the security and still receive dividends payable on the security sold) and in certain other circumstances. Regular
Holidays identifies the instances, if any, where more than seven days would be needed to deliver redemption proceeds. Pursuant to an order of the SEC, the Trust will make delivery of redemption proceeds within the number of days stated in
Regular Holidays to be the maximum number of days necessary to deliver redemption proceeds.
If neither the redeeming Beneficial Owner nor the
Authorized Participant acting on behalf of such redeeming Beneficial Owner has appropriate arrangements to take delivery of Fund Securities in the applicable foreign jurisdiction and it is not possible to make other such arrangements, or if it is
not possible to effect deliveries of Fund Securities in such jurisdiction, a Fund may in its discretion exercise the option to redeem such shares in cash, and the redeeming Beneficial Owner will be required to receive its redemption proceeds in
cash. In such case, the investor will receive a cash payment equal to the net asset value of its shares based on the NAV of a Fund next determined after the redemption request is received in proper form (minus a redemption transaction fee and
additional charges specified above, to offset a Funds brokerage and other transaction costs associated with the disposition of Fund Securities). Redemptions of shares for Fund Securities will be subject to compliance with applicable U.S.
federal and state securities laws and a Fund (whether or not it otherwise permits cash redemptions) reserves the right to redeem Creation Units for cash to the extent that a Fund cannot lawfully deliver specific Fund Securities upon redemptions or
cannot do so without first registering the Fund Securities under such laws.
Although the Trust does not ordinarily permit cash redemptions of Creation
Units in the event that cash redemptions are permitted or required by the Trust, proceeds will be paid to the Authorized Participant redeeming shares as soon as practicable after the date of redemption (within seven calendar days thereafter, except
for the instances listed in Regular Holidays in which more than seven calendar days would be needed).
34
To the extent contemplated by an Authorized Participants agreement with the Distributor or its agent, in
the event an Authorized Participant has submitted a redemption request in proper form but is unable to transfer all or part of the Creation Unit to be redeemed to a Fund, at or prior to 10:00 a.m., Eastern time on the Listing Exchange business
day after the date of submission of such redemption request, the Transfer Agent or its agent will accept the redemption request in reliance on the undertaking by the Authorized Participant to deliver the missing shares as soon as possible. Such
undertaking shall be secured by the Authorized Participants delivery and maintenance of collateral consisting of cash, in U.S. dollars in immediately available funds, having a value at least equal to 105%, which percentage Janus Capital
may change at any time, in its sole discretion, of the value of the missing shares. Such cash collateral must be delivered no later than 10:00 a.m., Eastern time on the day after the date of submission of such redemption request and shall be
held by the Custodian and marked-to-market daily. The fees of the Custodian and any subcustodians in respect of the delivery, maintenance and redelivery of the cash
collateral shall be payable by the Authorized Participant. The cash collateral posted by the Authorized Participant may be invested at the risk of the Authorized Participant, and income, if any, on invested cash collateral will be paid to that
Authorized Participant. The Authorized Participant Agreement permits a Fund to acquire shares of the Fund at any time and subjects the Authorized Participant to liability for any shortfall between the aggregate of the cost to the Fund of purchasing
such shares, plus the value of the Cash Amount, and the value of the cash collateral.
Because the portfolio securities of a Fund may trade on exchange(s)
on days that the Listing Exchange is closed or are otherwise not Business Days for the Fund, shareholders may not be able to redeem their shares of the Fund, or purchase or sell shares of the Fund on the Listing Exchange on days when the NAV of the
Fund could be significantly affected by events in the relevant foreign markets.
The right of redemption may be suspended or the date of payment
postponed with respect to the Funds: (i) for any period during which the Listing Exchange is closed (other than customary weekend and holiday closings); (ii) for any period during which trading on the Listing Exchange is suspended or
restricted; (iii) for any period during which an emergency exists as a result of which disposal of the shares of a Funds portfolio securities or determination of its net asset value is not reasonably practicable; or (iv) in such
other circumstance as is permitted by the SEC.
Taxation on Creations and Redemptions of Creation Units
An Authorized Participant generally will recognize either gain or loss upon the exchange of Deposit Securities for Creation Units. This gain or loss is
calculated by taking the market value of the Creation Units purchased (plus any cash received by the Authorized Participant as part of the issue) over the Authorized Participants aggregate basis in the Deposit Securities exchanged therefor
(plus any cash paid by the Authorized Participant as part of the issue). An Authorized Participant who exchanges Creation Units for Deposit Securities generally will recognize a gain or loss equal to the difference between the Authorized
Participants basis in the Creation Units (plus any cash paid by the Authorized Participant as part of the redemption) and the aggregate market value of the Deposit Securities (plus any cash received by the Authorized Participant as part of the
redemption). However, the IRS may apply the wash sales rules to determine that any loss realized upon the exchange of Deposit Securities for Creation Units is not currently deductible. Authorized Participants should consult their own tax advisors.
Current U.S. federal tax laws dictate that capital gain or loss realized from the redemption of Creation Units will generally create long-term
capital gain or loss if the Authorized Participant holds the Creation Units for more than one year, or short-term capital gain or loss if the Creation Units were held for one year or less, if the Creation Units are held as capital assets.
Regular Holidays
For every occurrence of one or more
intervening holidays in the applicable foreign market or U.S. bond market that are not holidays observed in the U.S. equity market, the redemption settlement cycle will be extended by the number of such intervening holidays. In
addition to holidays, other unforeseeable closings in a non-U.S. market or U.S. bond market due to emergencies may also prevent the Trust from delivering securities within the normal settlement
period.
The securities delivery cycles currently practicable for transferring portfolio securities to redeeming investors, coupled with non-U.S. market or U.S. bond market holiday schedules, will require a delivery process longer than seven calendar days, in certain circumstances. The holidays applicable to the Funds during such periods
are listed below, as are instances where more than seven days will be needed to deliver redemption proceeds. Although certain holidays may occur on different dates in subsequent years, the number of days required to deliver redemption proceeds in
any given year is not expected to exceed the maximum number of days listed below for the Funds. The proclamation of new holidays, the treatment by market participants of certain days as informal holidays (e.g., days on which no or
limited securities transactions occur, as a result of substantially
35
shortened trading hours), the elimination of existing holidays, or changes in local securities delivery practices, could affect the information set forth herein at some time in the future.
In calendar year 2020, the dates of U.S. regular holidays affecting the relevant securities markets in which a Fund invests are as follows (please note
these holiday schedules are subject to potential changes in the relevant securities markets):
|
2020
|
January 1
|
January 20
|
February 17
|
April 10
|
May 25
|
July 3
|
September 7
|
November 26
|
December 25
|
36
SECURITIES LENDING
Certain funds may seek to earn additional income through lending their securities to certain qualified broker-dealers and institutions. JPMorgan Chase Bank,
N.A. acts as securities lending agent and a limited purpose custodian or subcustodian to receive and disburse cash balances and cash collateral, hold short-term investments, hold collateral, and perform other custodian functions in accordance with
the Non-Custodial Securities Lending Agreement (Lending Agreement). In addition, The Bank of New York Mellon may act as limited purpose subcustodians in connection with certain reverse repurchase transactions completed in connection with
the Lending Agreement.
During the Funds last fiscal year, the securities lending services provided by Deutsche Bank AG, the previous securities
lending agent for the Funds, included negotiating the terms of loans; monitoring approved borrowers; recalling and arranging the return of loaned securities to the Funds upon termination of the loan; marking to market loans; providing recordkeeping
services; reporting on the Funds securities lending activities; and related services. The following table summarizes the income and fees from securities lending activities for the fiscal year ended October 31, 2019 for the Funds.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fees and/or compensation for securities lending activities and related services:
|
|
|
|
|
|
|
|
|
|
Gross
income
from
securities
lending
activities
|
|
|
Fees paid
to
securities
lending
agent
from
revenue
split
|
|
|
Fees paid for
any cash
collateral
management
services
(including
fees
deducted
from
a
pooled
cash
collateral
reinvestment
vehicle)
that are not
included in
the revenue
split
|
|
|
Administrative
fees not
included
in the revenue
split
|
|
|
Indemnification
fees not
included
in the revenue
split
|
|
|
Rebate
(paid to
borrower)
|
|
|
Other
fees not
included
in
revenue
split
|
|
|
Aggregate
fees
and/or
compensation
for
securities
lending
activities
|
|
|
Net
income
from
securities
lending
activities
|
|
|
|
|
|
|
|
|
|
|
|
Janus Henderson Small Cap Growth Alpha ETF
|
|
$
|
29,028
|
|
|
$
|
(1,692
|
)
|
|
$
|
(387
|
)
|
|
$
|
|
|
|
$
|
|
|
|
$
|
(7,486
|
)
|
|
$
|
|
|
|
$
|
(9,565
|
)
|
|
$
|
19,463
|
|
|
|
|
|
|
|
|
|
|
|
Janus Henderson Small/Mid Cap Growth Alpha ETF
|
|
$
|
44,032
|
|
|
$
|
(2,678
|
)
|
|
$
|
(551
|
)
|
|
$
|
|
|
|
$
|
|
|
|
$
|
(10,001
|
)
|
|
$
|
|
|
|
$
|
(13,230
|
)
|
|
$
|
30,802
|
|
37
INCOME DIVIDENDS, CAPITAL
GAINS DISTRIBUTIONS, AND TAX STATUS
The following is intended to be a general summary of certain U.S. federal income tax consequences of investing in the Funds. It is not intended to be a
complete discussion of all such federal income tax consequences, nor does it purport to deal with all categories of investors. This discussion reflects applicable tax laws of the United States as of the date of this SAI. However, tax laws may change
or be subject to new interpretation by the courts or the Internal Revenue Service (the IRS), possibly with retroactive effect. Investors are therefore advised to consult with their own tax advisers before making an investment in the
Funds.
Dividends from net investment income are normally declared and distributed to shareholders quarterly. It is a policy of each Fund to make
distributions of any realized net capital gains at least annually. Any net capital gains realized during each fiscal year are normally declared and payable to shareholders in December but, if necessary, may be distributed at other times as well.
Fund Taxation
Each Fund intends to qualify as
a regulated investment company by satisfying certain requirements prescribed by Subchapter M of the Internal Revenue Code. If a Fund failed to qualify as a regulated investment company in any taxable year, such Fund may be subject to federal
income tax on its taxable income at the applicable corporate income tax rate. In addition, all distributions from earnings and profits, including any distributions of net tax-exempt income and net long-term capital gains, would generally be taxable
to shareholders as ordinary income but may, at least in part, qualify for the dividends-received deduction applicable to corporations or the reduced rate of taxation applicable to noncorporate holders for qualified dividend income. In
addition, a Fund could be required to recognize unrealized gains, pay taxes and interest, and make distributions before requalifying as a regulated investment company that is accorded special federal income tax treatment.
A federal excise tax at the rate of 4% will be imposed on the excess, if any, of a Funds required distribution over actual distributions in
any calendar year. Generally, the required distribution is 98% of the Funds ordinary income for the calendar year plus 98.2% of its capital gain net income recognized during the one-year period ending on October 31 plus
undistributed amounts from prior years. The Funds intend to make distributions sufficient to avoid imposition of the excise tax.
Certain transactions
involving short sales, futures, options, swap agreements, hedged investments, and other similar transactions, if any, may be subject to special provisions of the Internal Revenue Code that, among other things, may affect the character, amount, and
timing of distributions to shareholders. The Funds will monitor their transactions and may make certain tax elections where applicable in order to mitigate the effect of these provisions, if possible. In certain circumstances, a Fund may be required
to accrue income on an investment prior to the receipt of the corresponding cash payments. However, the Funds must distribute, at least annually, all or substantially all of its investment company taxable income (determined without regard to the
deduction for dividends paid), including such accrued income, to avoid federal income and excise taxes. In certain cases, a Fund may have to distribute cash obtained from other sources in order to satisfy the distribution requirements under the
Internal Revenue Code. Therefore, a Fund may have to dispose of its portfolio securities under disadvantageous circumstances to generate cash, or may have to leverage itself by borrowing the cash, to satisfy these distribution requirements.
The Funds may purchase securities of certain foreign corporations considered to be passive foreign investment companies under the Internal Revenue Code. In
order to avoid taxes and interest that must be paid by the Funds, the Funds may make various elections permitted by the tax laws. However, these elections could require that the Funds recognize taxable income, which in turn must be distributed even
though the Funds may not have received any income upon such an event.
Some foreign securities purchased by a Fund may be subject to foreign taxes which
could reduce the yield on such securities. If the amount of foreign taxes is significant in a particular year and a Fund qualifies under Section 853 of the Internal Revenue Code, a Fund may elect to pass through such taxes to shareholders. If a
Fund makes such an election, foreign taxes paid by the Fund will be reported to shareholders as income and shareholders may claim either a foreign tax credit or deduction for such taxes, subject to certain limitations. If such election is not made
by a Fund, any foreign taxes paid or accrued will represent an expense to the Fund, which will reduce its investment company taxable income.
Under the
Internal Revenue Code, gains or losses attributable to fluctuations in exchange rates which occur between the time a Fund accrues income or receivables or accrues expenses or other liabilities denominated in a foreign currency and the time the Fund
actually collects such income or pays such liabilities generally are treated as ordinary income or loss. Similarly, on disposition of debt securities denominated in a foreign currency and on disposition of certain other instruments, gains or losses
attributable to fluctuations in the value of the foreign currency between the date of acquisition of the security or contract and the date of disposition also may be treated as ordinary gain or loss. These gains and losses, referred to under the
Internal Revenue
38
Code as Section 988 gains or losses, may increase or decrease the amount of a Funds investment company taxable income to be distributed to its shareholders as ordinary
income.
The application of certain requirements for qualification as a regulated investment company and the application of certain other federal income
tax rules may be unclear in some respects in connection with investments in certain derivatives and other investments. As a result, a Fund may be required to limit the extent to which it invests in such investments and it is also possible that the
IRS may not agree with a Funds treatment of such investments. In addition, the tax treatment of derivatives and certain other investments may be affected by future legislation, treasury regulations, and guidance issued by the IRS (which could
apply retroactively) that could affect the timing, character, and amount of a Funds income and gains and distributions to shareholders, affect whether a Fund has made sufficient distributions and otherwise satisfied the requirements to
maintain its qualification as a regulated investment company and avoid federal income and excise taxes, or limit the extent to which a Fund may invest in certain derivatives and other investments in the future.
Generally, the character of the income or capital gains that a Fund receives from another investment company will pass through to the Funds shareholders
as long as the Fund and the other investment company each qualify as regulated investment companies. However, to the extent that another investment company that qualifies as a regulated investment company realizes net losses on its investments for a
given taxable year, a Fund will not be able to recognize its share of those losses until it disposes of shares of such investment company. Moreover, even when a Fund does make such a disposition, a portion of its loss may be recognized as a
long-term capital loss, which will not be treated as favorably for federal income tax purposes as an ordinary deduction. In particular, a Fund will not be able to offset any capital losses from its dispositions of shares of other investment
companies against its ordinary income. As a result of the foregoing rules, and certain other special rules, it is possible that the amounts of net investment income and net capital gains that a Fund will be required to distribute will be greater
than such amounts would have been had the Fund invested directly in the securities held by the investment companies in which it invests, rather than investing in shares of the investment companies. For similar reasons, the character of distributions
from a Fund (e.g., long-term capital gain, qualified dividend income, etc.) will not necessarily be the same as it would have been had the Fund invested directly in the securities held by the investment companies in which it invests.
Shareholder Taxation
Shareholders will be subject
to federal income taxes on distributions made by a Fund whether received in cash or additional shares of the Fund. Distributions from a Funds net investment income (which includes dividends, interest, net short-term capital gains, and net
gains from foreign currency transactions), if any, generally are taxable to shareholders as ordinary income, unless such distributions are attributable to qualified dividend income eligible for the reduced federal income tax rates
applicable to long-term capital gains, provided certain holding period and other requirements are satisfied. Dividends received from REITs, certain foreign corporations, and income received in lieu of dividends in a securities lending
transaction generally will not constitute qualified dividend income. Distributions of a Funds net capital gains (the excess of net long-term capital gains over net short-term capital losses), if any, are taxable as long-term capital gains,
regardless of how long shares of the Fund were held. Long-term capital gains are taxable to noncorporate investors at a maximum federal income tax rate of 20%. Dividends paid by a Fund may also qualify in part for the 50% dividends-received
deduction available to corporate shareholders, provided that certain holding period and other requirements under the Internal Revenue Code are satisfied. Generally, however, dividends received from most REITs, on stocks of foreign issuers, and
income received in lieu of dividends in a securities lending transaction are not eligible for the dividends-received deduction when distributed to the Funds corporate shareholders. Distributions from a Fund may also be subject to
foreign, state, and local income taxes. Please consult a tax adviser regarding the tax consequences of Fund distributions and to determine whether you will need to file a tax return.
Under the 2017 legislation commonly known as the Tax Cuts and Jobs Act, qualified REIT dividends (i.e., ordinary REIT dividends other
than capital gain dividends and portions of REIT dividends designated as qualified dividend income) are treated as eligible for a 20% deduction by noncorporate taxpayers. Proposed regulations issued by the IRS, on which the Fund can rely, enable the
Fund to pass through the special character of qualified REIT dividends to a shareholder, provided both a Fund and a shareholder meet certain holding period requirements with respect to their shares.
No dividend reinvestment service is provided by the Trust. Financial intermediaries may make available the DTC book-entry Dividend Reinvestment Service for use
by beneficial owners of Fund shares for reinvestment of their dividend distributions. Beneficial owners should contact their financial intermediary to determine the availability and costs of the service and the details of participation therein.
Financial intermediaries may require beneficial owners to adhere to specific procedures and timetables.
39
If this service is available and used, dividend distributions of both income and net capital gains will be automatically reinvested in additional whole shares of the Fund purchased in the
secondary market.
Distributions declared by a Fund during October, November, or December to shareholders of record during such month and paid by January
31 of the following year will be taxable in the year they are declared, rather than the year in which they are received. Each Fund will notify its shareholders each year of the amount and type of dividends and distributions it paid.
Gain or loss realized upon a redemption or other disposition (such as an exchange) of shares of a Fund by a shareholder will generally be treated as long-term
capital gain or loss if the shares have been held for more than one year and, if not held for such period, as short-term capital gain or loss. Any loss on the sale or exchange of shares held for six months or less will be treated as a long-term
capital loss to the extent of any capital gain distributions paid to the shareholder with respect to such shares. Any loss a shareholder realizes on a sale or exchange of shares of a Fund will be disallowed if the shareholder acquires other shares
of the Fund (whether through the automatic reinvestment of dividends or otherwise) or substantially identical stock or securities within a 61-day period beginning 30 days before and ending 30 days
after the shareholders sale or exchange of the shares. In such case, the shareholders tax basis in the shares acquired will be adjusted to reflect the disallowed loss. Capital losses may be subject to limitations on their use by a
shareholder.
When a shareholder opens an account, IRS regulations require that the shareholder provide a taxpayer identification number (TIN),
certify that it is correct, and certify that he, she, or it is not subject to backup withholding. If a shareholder fails to provide a TIN or the proper tax certifications, a Fund is required to withhold 24% of all distributions (including dividends
and capital gain distributions) and redemption proceeds paid to the shareholder. A Fund is also required to begin backup withholding on an account if the IRS instructs it to do so. Amounts withheld may be applied to the shareholders federal
income tax liability and the shareholder may obtain a refund from the IRS if withholding results in an overpayment of federal income tax for such year.
An
additional 3.8% Medicare tax is imposed on certain net investment income (including ordinary dividends and capital gain distributions received from a Fund and net gains from redemptions or other taxable dispositions of Fund shares) of
U.S. individuals, estates and trusts to the extent that such persons modified adjusted gross income (in the case of an individual) or adjusted gross income (in the case of an estate or trust) exceeds a threshold
amount.
The foregoing discussion relates solely to U.S. federal income tax law as applied to U.S. investors.
Non-U.S. Investors
Non-U.S. investors (shareholders
who, as to the U.S., are nonresident alien individuals, foreign trusts or estates, foreign corporations, or foreign partnerships) may be subject to U.S. withholding and estate tax and are subject to special U.S. tax certification requirements.
Non-U.S. investors should consult their tax advisors about the applicability of U.S. tax withholding and the use of the appropriate forms to certify their status.
In general. Non-U.S. investors may be subject to U.S. withholding tax at a 30% or lower treaty rate and U.S. estate tax and are subject to
special U.S. tax certification requirements to avoid backup withholding and claim any treaty benefits. Exemptions from U.S. withholding tax are provided for certain capital gain dividends paid by a Fund from net long-term capital gains,
interest-related dividends and short-term capital gain dividends, if such amounts are reported by a Fund. However, notwithstanding such exemptions from U.S. withholding at the source, any such dividends and distributions of income and capital gains
will be subject to backup withholding at a rate of 24% if you fail to properly certify that you are not a U.S. person.
Foreign Account Tax
Compliance Act (FATCA). Under FATCA, a 30% withholding tax is imposed on income dividends made by a Fund to certain foreign entities, referred to as foreign financial institutions or nonfinancial foreign entities, that
fail to comply (or be deemed compliant) with extensive reporting and withholding requirements designed to inform the U.S. Department of the Treasury of U.S.-owned foreign investment accounts. After December 31, 2018, FATCA withholding also
would have applied to certain capital gain distributions, return of capital distributions and the proceeds arising from the sale of Fund shares; however, based on proposed regulations recently, issued by the IRS which can be relied on currently,
such withholding is no longer required unless final regulations provide otherwise (which is not expected). A Fund may disclose the information that it receives from its shareholders to the IRS, non-U.S. taxing authorities or other parties as
necessary to comply with FATCA or similar laws. Withholding also may be required if a foreign entity that is a shareholder of a Fund fails to provide a Fund with appropriate certifications or other documentation concerning its status under FATCA.
40
TRUSTEES AND OFFICERS
The following are the Trustees and officers of the Trust, together with a brief description of their principal occupations during the last five years
(principal occupations for certain Trustees may include periods over five years).
Each Trustee has served in that capacity since he or she was originally
elected or appointed. The Trustees do not serve a specified term of office. Each Trustee will hold office until the termination of the Trust or his or her earlier death, resignation, retirement, incapacity, or removal. Under the Funds
Governance Procedures and Guidelines, the policy is for Trustees to retire no later than the end of the calendar year in which the Trustee turns 75. The Trustees review the Funds Governance Procedures and Guidelines from time to time and may
make changes they deem appropriate. The Funds Nominating and Governance Committee will consider nominees for the position of Trustee recommended by shareholders. Shareholders may submit the name of a candidate for consideration by the
Committee by submitting their recommendations to the Trusts Secretary. Each Trustee is currently a Trustee of one other registered investment company advised by Janus Capital: Clayton Street Trust. As of the date of this SAI, collectively, the
two registered investment companies consist of 10 series or funds. The Trusts officers are elected annually by the Trustees for a one-year term. Certain officers also serve as officers of Clayton Street Trust. Certain officers of the Funds may
also be officers and/or directors of Janus Capital. Except as otherwise disclosed, Fund officers receive no compensation from the Funds.
|
|
|
|
|
|
|
|
|
|
|
TRUSTEES
|
Name, Address,
and Age
|
|
Positions
Held with
the Trust
|
|
Length of
Time Served
|
|
Principal Occupations
During the Past Five Years
|
|
Number of
Portfolios/Funds
in Fund Complex
Overseen by
Trustee*
|
|
Other Directorships
Held by Trustee
During the Past Five Years
|
Independent Trustees
|
Clifford J.
Weber
151 Detroit Street
Denver, CO 80206
DOB: 1963
|
|
Chairman
Trustee
|
|
2/16-Present
2/16-Present
|
|
Owner, Financial Products Consulting Group LLC (consulting services to financial institutions) (since 2015). Formerly, Executive Vice President of Global Index and Exchange-Traded Products,
NYSE Market, Inc., a subsidiary of Intercontinental Exchange (ETF/ETP listing exchange) (2013-2015).
|
|
10
|
|
Independent Trustee, Clough Funds Trust (investment company) (since 2015), Chairman, Clough Funds Trust (since 2017), Independent Trustee,
Clough Dividend and Income Fund (closed-end fund) (since 2017), Independent Trustee, Clough Global Opportunities Fund (closed-end fund) (since 2017), Independent Trustee, Clough Global Equity Fund (closed- end fund) (since 2017), Independent
Trustee, Elevation ETF Trust (investment company) (2016-2018), Chairman, Elevation ETF Trust (2016-2018), and Independent Trustee, Global X Funds (investment company) (since 2018).
|
Maureen T.
Upton
151 Detroit Street
Denver, CO 80206
DOB: 1965
|
|
Trustee
|
|
2/16-Present
|
|
Principal, Maureen Upton Ltd. (consulting services to developers of major infrastructure projects and investors) (since 2017). Formerly, Principal Consultant, SRK Consulting (U.S.), Inc.
(consulting services to global mining, energy and water resource industries) (2015-2017) and Founder and Principal, Resource Initiatives LLC (sustainability consulting firm) (2006-2015).
|
|
10
|
|
Director, Restoring Connections (non profit organization) (since 2019).
|
41
|
|
|
|
|
|
|
|
|
|
|
TRUSTEES
|
Name, Address,
and Age
|
|
Positions
Held with
the Trust
|
|
Length of
Time Served
|
|
Principal Occupations
During the Past Five Years
|
|
Number of
Portfolios/Funds
in Fund Complex
Overseen by
Trustee*
|
|
Other Directorships
Held by Trustee
During the Past Five Years
|
Independent Trustees (contd.)
|
|
|
Jeffrey B.
Weeden
151 Detroit Street
Denver, CO 80206
DOB: 1956
|
|
Trustee
|
|
2/16-Present
|
|
Senior Advisor, Bay Boston Capital LP (investment fund in finance companies, banks and bank holdings companies) (since 2015). Formerly, Management Advisor, BoxCast, Inc. (technology start-up
company) (2014-2017).
|
|
10
|
|
Director, State Farm Bank (banking) (since 2014).
|
Interested Trustee
|
Richard C.
Hoge**
151 Detroit Street
Denver, CO 80206
DOB: 1966
|
|
Trustee
|
|
1/20-Present
|
|
Chief Operating Officer Exchange Traded Products, Janus Henderson Investors (since 2014);
Registered Representative, Janus Henderson Distributors (broker dealer) (since 2014).
|
|
10
|
|
Director, Velocity Capital Longshort Volatility
Fund (hedge fund) (2012-2016).
|
*
|
In addition to the Trust, which is comprised of seven series, each Trustee also serves as a trustee to the
Clayton Street Trust, which is an affiliated registered investment company currently comprised of three portfolios.
|
**
|
Richard C. Hoge is an Interested Trustee because of his employment with Janus Henderson Investors.
|
42
|
|
|
|
|
|
|
OFFICERS
|
Name, Address,
and Age
|
|
Positions Held with the Trust
|
|
Term of
Office* and
Length of
Time Served
|
|
Principal Occupations
During the Past Five Years
|
Bruce L.
Koepfgen
151 Detroit Street
Denver, CO 80206
DOB: 1952
|
|
President and Chief Executive Officer
|
|
2/16-Present
|
|
Head of North America at Janus Henderson Investors
(since 2017), President and Head of North America at Janus Capital Management LLC (since 2013 and 2017, respectively), Executive Vice President and Head of North America at Janus Distributors LLC (since 2011 and 2019, respectively), Vice President
and Director at Intech Investment Management LLC (since 2012), and Executive Vice President at Perkins Investment Management LLC (since 2011). Formerly, Executive Vice President at Janus Capital Group Inc. (2011-2019), and Director at Perkins
Investment Management LLC (2011-2019).
|
Susan K.
Wold
151 Detroit Street
Denver, CO 80206
DOB: 1960
|
|
Vice President, Chief Compliance Officer, and Anti-Money Laundering Officer
|
|
9/17-present
|
|
Head of Compliance, North America for Janus Henderson Investors (since September 2017); Formerly, Senior Vice President, Head of Global
Corporate Compliance, and Chief Compliance Officer for Janus Capital Management LLC (May 2017-September 2017); Vice President, Compliance at Janus Capital Group and Janus Capital Management LLC (2005-2017).
|
Jesper
Nergaard
151 Detroit Street
Denver, CO 80206
DOB: 1962
|
|
Vice President, Chief Financial Officer, Treasurer, and Principal Accounting Officer
|
|
2/16-Present
|
|
Head of U.S. Fund Administration, Janus Henderson
Investors.
|
Byron D.
Hittle
151 Detroit Street
Denver, CO 80206
DOB: 1974
|
|
Vice President, Secretary and Chief Legal
Counsel
|
|
7/18-Present
|
|
Managing Counsel of Janus Henderson Investors (2017-present); Assistant Vice President and Senior Legal Counsel Janus Capital Management LLC (2012-2016).
|
*
|
Officers are elected at least annually by the Trustees for a one-year term and may also be elected from time to
time by the Trustees for an interim period.
|
The Boards Nominating and Governance Committee is responsible for identifying and
recommending candidates for nomination or election by the Board based on a variety of diverse criteria. In its most recent evaluation of the qualifications of each Trustee as part of the Boards annual self-evaluation process and in connection
with the assessment of a recommended candidate prior to the appointment of a new Trustee effective January 15, 2020, the Committee and the Board considered the totality of the information available to them, including the specific experience,
qualifications, attributes or skills, as noted below, that each of the Trustees should serve as members of the Board of Trustees based on the Trusts business structure. In reaching these conclusions, the Committee and the Board, in the
exercise of their reasonable business judgment, evaluated each Trustee based on his or her specific experience, qualifications, attributes and/or skills on an individual basis and in combination with the other Trustees, none of which by itself was
considered dispositive. Each member is listed below.
Richard C. Hoge: Service as COO of Exchange Traded Products at Janus Henderson
Investors, service as a registered representative of Janus Henderson Distributors, experience as a senior executive in the financial services industry, including as co-founder and chief compliance officer of a financial services firm, and employment
at a federal regulatory agency.
43
Maureen T. Upton: Service as a consultant to global mining, energy and water resource
industries, founder of sustainability consultancy, director of public affairs of a NYSE-listed mining corporation, and experience with the financial services industry.
Clifford J. Weber: Service as a senior executive of stock exchanges with responsibilities including exchange-traded fund and exchange-traded
product issues, experience with the structure and operations of exchange-traded funds, experience with secondary market transactions involving exchange-traded funds, and service as a mutual fund independent director.
Jeffrey B. Weeden: Service as a senior executive and CFO of NYSE-listed financial services companies, and as a director of a bank.
General Information Regarding the Board of Trustees and Leadership Structure
The Trust is governed by the Board of Trustees, which is responsible for and oversees the management and operations of the Trust and each of the Funds on
behalf of Fund shareholders. A majority of the Board is considered Independent of Janus Capital and the Distributor. The Boards Chair is also an Independent Trustee and each Committee is comprised solely of Independent Trustees. The
Boards responsibilities include, but are not limited to, oversight of the Funds officers and service providers, including Janus Capital, which is responsible for the Trusts day-to-day operations. The Trustees approve all of the agreements entered into with the Funds service providers, including the investment management agreements with Janus Capital and distribution
agreement with ALPS. The Trustees are also responsible for determining or changing each Funds investment objective(s), policies, and available investment techniques, as well as for overseeing the Funds Chief Compliance Officer. In
carrying out these responsibilities, the Trustees are assisted by the Trusts independent auditor (who reports directly to the Trusts Audit Committee) and independent counsel, each of whom is selected by the Trustees. The Trustees also
may engage specialists or consultants from time to time to assist them in fulfilling their responsibilities. The Trustees also meet regularly without representatives of Janus Capital or its affiliates present.
The Trustees discharge their responsibilities collectively as a Board, as well as through Board committees, each of which operates pursuant to a Board-approved
charter that delineates the specific responsibilities of that committee. For example, the Board will oversee the annual process by which the Board will consider for approval the renewal of the Funds investment advisory agreement with Janus
Capital. Specific matters may be delegated to a committee, such as oversight of the Funds independent auditor, which has been delegated by the Board to its Audit and Pricing Committee, subject to approval of the Audit Committees
recommendations by the Board. The members and responsibilities of each Board committee are summarized below. In addition to serving on certain committees, the Chair of the Board (Board Chair) is responsible for presiding at all meetings
of the Board, and has other duties as may be assigned by the Trustees from time to time. The Board Chair also serves as the Boards liaison to Janus Capital with respect to all matters related to the Funds that are not otherwise delegated to
the chair of a Board committee. The Board has determined that this leadership structure is appropriate based on (1) experience of the Chair with stock exchanges and exchange-traded funds; (2) the distribution model of the Funds,
(3) that the Funds and Trust had not yet commenced operations as of the date of the Boards formation, and (4) the responsibilities entrusted to Janus Capital to oversee the Trusts day-to-day operations.
44
Committees of the Board
The Board of Trustees has two standing committees that each performs specialized functions: an Audit and Pricing Committee and Nominating and Governance
Committee. The table below shows the committee members. Each committee is comprised entirely of Independent Trustees. Information about each committees functions is provided in the following table:
|
|
|
|
|
|
|
|
|
Summary of Functions
|
|
Members
(Independent Trustees)
|
|
Number of Meetings
held during Last
Fiscal Year
Ended
October 31, 2019
|
Audit
and Pricing Committee
|
|
Reviews the financial reporting process, the system of internal
controls over financial reporting, disclosure controls and procedures, and the audit process. The Committees review of the audit process includes, among other things, the appointment, compensation, and oversight of the Trusts
independent auditor and preapproval of all audit and nonaudit services.
Determines a
fair value of restricted and other securities for which market quotations are not readily available or are deemed not to be reliable, pursuant to procedures adopted by the Trustees and reviews other matters related to the pricing of
securities.
|
|
Jeffrey B. Weeden (Chair)
Maureen T. Upton
Clifford J. Weber
|
|
5
|
Nominating and Governance Committee
|
|
Identifies and recommends individuals for election as Trustee, consults with Management in planning Trustee meetings, and oversees the administration of, and
ensures compliance with, the Trusts Governance Procedures and Guidelines, which includes review of proposed changes to Trustee compensation.
|
|
Maureen T. Upton (Chair)
Clifford J. Weber
Jeffrey B. Weeden
|
|
4
|
Board Oversight of Risk Management
Janus Capital, as part of its responsibilities for the day-to-day operations of
the Funds, is responsible for day-to-day risk management. The Board, as part of its overall oversight responsibilities for the Funds operations, oversees Janus
Capitals risk management efforts with respect to the Funds. The Board, in the exercise of its reasonable business judgment, also separately considers potential risks that may impact the Funds. Information considered by the Board is provided by
Janus Capital and the Funds service providers, as deemed appropriate from time to time. As the Funds begin to have a performance history, the Board and its Committees will have an opportunity to analyze the risks of the Funds and request
information they deem appropriate. The Audit and Pricing Committee will consider valuation risk as part of its regular oversight responsibilities as well as enterprise risk. The Board also may be apprised of particular risk management matters in
connection with its general oversight and approval of various Fund matters brought before the Board. The Board has appointed a Chief Compliance Officer for the Funds (Fund CCO) who reports directly to the Board. The Fund CCO,
who also serves as Chief Compliance Officer of other Janus Henderson funds, will discuss relevant risk issues that may impact the Janus Henderson funds and/or Janus Capitals services to the funds, and will also discuss matters related to the
Funds compliance policies and procedures.
45
Additional Information About Trustees
Under the Trusts Governance Procedures and Guidelines, the Trustees are expected to make efforts to invest in one or more (but not necessarily all) funds
advised by Janus Capital for which they serve as Trustee, to the extent it is practicable and reasonable to do so. Such investments, including the amount and which funds, are dictated by each Trustees individual financial circumstances and
investment goals.
As of December 31, 2019, the Trustees owned securities of the Funds described in this SAI in the dollar range shown in the
following table. The last column of the table reflects each Trustees aggregate dollar range of securities of all funds advised by Janus Capital and overseen by the Trustees (collectively, the Janus Henderson Funds).
|
|
|
|
|
|
|
|
|
Name of Trustee
|
|
Dollar Range of Equity Securities in the Funds
|
|
Aggregate Dollar Range of Equity Securities
in All Registered Investment Companies
Overseen by Trustee in Janus
Henderson
Funds
|
|
Independent Trustees
|
|
|
|
|
|
|
|
|
Clifford
J. Weber
|
|
Janus Henderson Small Cap Growth Alpha ETF
Janus Henderson Small/Mid Cap Growth Alpha ETF
|
|
None
$10,001-$50,000
|
|
|
$10,001-$50,000
|
|
Maureen T.
Upton
|
|
Janus Henderson Small Cap Growth Alpha ETF
Janus Henderson Small/Mid Cap Growth Alpha ETF
|
|
$10,001-$50,000
$10,001-$50,000
|
|
|
$50,001-$100,000
|
|
Jeffrey B.
Weeden
|
|
Janus Henderson Small Cap Growth Alpha ETF
Janus Henderson Small/Mid Cap Growth Alpha ETF
|
|
$50,001-$100,000
Over $100,000
|
|
|
over $100,000
|
|
Interested Trustee
|
|
|
|
|
|
|
|
|
Richard C.
Hoge(1)
|
|
Janus Henderson Small Cap Growth Alpha ETF
Janus Henderson Small/Mid Cap Growth Alpha ETF
|
|
None
$10,001-$50,000
|
|
|
$10,001-$50,000
|
|
(1)
|
Effective January 15, 2020, Mr. Hoge became a Trustee of the Trust.
|
Trustee Compensation
Each Independent Trustee receives
an annual retainer plus a fee for each in-person or telephonic meeting of the Trustees attended. Given the unitary fee structure, Janus Capital pays the compensation and expenses of the Independent Trustees. Each Independent Trustee receives fees
from other Janus Henderson funds for serving as Trustee of those funds. Janus Capital pays persons who are directors, officers, or employees of Janus Capital or any affiliate thereof, or any Trustee considered an interested Trustee, for
their services as Trustees or officers. The Trust and other funds managed by Janus Capital may pay all or a portion of the compensation and related expenses of the Funds Chief Compliance Officer and compliance staff, as authorized from time to
time by the Trustees.
The following table shows the aggregate compensation paid by Janus Capital to each Independent Trustee for the fiscal year
ending October 31, 2019. None of the Independent Trustees receives any pension or retirement benefits from the Funds or Janus Capital.
|
|
|
|
|
|
|
|
|
Name of Person, Position
|
|
Aggregate
Compensation
from the Trust(1)
|
|
|
Total Compensation
from the Janus Henderson
Funds Overseen by Trustees(2)
|
|
Independent Trustees
|
|
|
|
|
|
|
|
|
Clifford
J. Weber, Chairman and Trustee
|
|
$
|
20,625
|
|
|
$
|
41,750
|
|
Maureen T.
Upton, Trustee
|
|
$
|
20,625
|
|
|
$
|
41,750
|
|
Jeffrey B.
Weeden, Trustee
|
|
$
|
20,625
|
|
|
$
|
41,750
|
|
Interested Trustee
|
|
|
|
|
|
|
|
|
Richard C.
Hoge, Trustee(3)
|
|
$
|
0
|
|
|
$
|
0
|
|
(1)
|
There are currently 7 series of the Trust.
|
(2)
|
For each Independent Trustee, includes compensation for service on the boards of two Janus trusts comprised of
10 portfolios.
|
(3)
|
Richard C. Hoge is an Interested Trustee by virtue of his employment with Janus Henderson Investors. Effective
January 15, 2020, Mr. Hoge became a Trustee of the Trust.
|
46
|
JANUS INVESTMENT PERSONNEL
|
Other Accounts Managed
To the best knowledge of the Trust, the following table provides information relating to other accounts managed by the portfolio managers as of October 31,
2019. For any co-managed Fund or account, the assets reflect total Fund assets. No accounts included in the totals listed below have a performance-based advisory fee.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Registered
Investment
Companies
|
|
|
Other Pooled
Investment
Vehicles
|
|
|
Other Accounts
|
|
Benjamin Wang
|
|
Number of Other Accounts Managed
|
|
|
6
|
|
|
|
None
|
|
|
|
None
|
|
|
|
Assets in Other Accounts Managed
|
|
$
|
356M
|
|
|
|
None
|
|
|
|
None
|
|
Scott M. Weiner
|
|
Number of Other Accounts Managed
|
|
|
6
|
|
|
|
None
|
|
|
|
None
|
|
|
|
Assets in Other Accounts Managed
|
|
$
|
356M
|
|
|
|
None
|
|
|
|
None
|
|
Material Conflicts
As shown in the table above, portfolio managers and investment personnel (for the purposes of this section, are together referred to as portfolio
managers) generally manage other accounts, including accounts that may hold the same securities as or pursue investment strategies similar to the Fund. Those other accounts may include other Janus Henderson funds, private-label funds for which
Janus Capital or an affiliate serves as sub-adviser, separately managed accounts or other pooled investment vehicles, such as hedge funds, which may have different fee structures or rates than the Fund or may have a performance-based management fee.
As such, fees earned by Janus Capital may vary among these accounts. Janus Capital or an affiliate may also proprietarily invest in or provide seed capital to some but not all of these accounts. In addition, portfolio managers may personally invest
in or provide seed capital to some but not all of these accounts, and certain of these accounts may have a greater impact on their compensation than others. Further, portfolio managers (or their family members) may beneficially own or transact in
the same securities as those held in the Funds portfolio. These factors could create conflicts of interest because a portfolio manager may have incentives to favor one or more accounts over others in the allocation of time, resources, or
investment opportunities, resulting in the potential for the Fund to be disadvantaged if, for example, one or more accounts outperform the Fund.
A
conflict may arise if a portfolio manager identifies a limited investment opportunity that may be appropriate for the Fund, but the Fund is not able to take full advantage of that opportunity due to the need to allocate that opportunity among other
accounts also managed by the portfolio manager. A conflict may also arise if a portfolio manager executes transactions in one or more accounts that adversely impact the value of securities held by the Fund.
Janus Capital believes that these and other conflicts are mitigated by policies, procedures, and practices in place, including those governing personal
trading, proprietary trading and seed capital deployment, aggregation and allocation of trades, allocation of limited offerings, cross trades, and best execution. In addition, Janus Capital generally requires portfolio managers to manage accounts
with similar investment strategies in a similar fashion, subject to a variety of exceptions, including, but not limited to, investment restrictions or policies applicable only to certain accounts, certain portfolio holdings that may be transferred
in-kind when an account is opened, differences in cash flows and account sizes, and similar factors. Janus Capital monitors performance of accounts with similar strategies for any performance dispersion.
Janus Capital generates trades throughout the day, depending on the volume of orders received from portfolio managers, for all of its clients using trade
system software. Trades are pre-allocated to individual clients and submitted to selected brokers via electronic files, in alignment with Janus Capitals best execution policy. If an order is not completely filled, executed shares are allocated
to client accounts in proportion to the order. In addition, Janus Capital has adopted trade allocation procedures that govern allocation of securities among various Janus accounts. Trade allocation and personal trading are described in further
detail under Additional Information About Janus Capital. Furthermore, Janus Capital believes that conflicts arising from personal ownership by a portfolio manager (or portfolio managers family members) of the same securities held
in the Fund may be mitigated by the portfolio managers compliance with Janus Capitals personal trading policy within the Personal Code of Ethics.
Compensation Information
The following describes the
structure and method of calculating a portfolio managers compensation.
47
The portfolio managers are compensated for managing the Funds and any other funds, portfolios, or accounts for
which they have exclusive or shared responsibilities through two components: fixed compensation and variable compensation. Compensation (both fixed and variable) is determined on a pre-tax basis.
Fixed Compensation: Fixed compensation is paid in cash and is comprised of an annual base salary. The base salary is based on factors
such as performance, complexity of managing portfolios, scope of responsibility (including assets under management), skills, knowledge, experience, ability, and market competitiveness.
Variable Compensation: Variable compensation is paid in the form of cash and deferred awards. Deferrals are typically made in Janus
Henderson restricted stock, although in some cases deferrals are made in mutual funds for regulatory reasons. For some individuals with a significant JH stock holding they may also elect to have some or all of their deferral delivered in mutual
funds. Individuals Awards, if any, are discretionary and given based on company, department and individual performance.
A portfolio managers
variable compensation is discretionary and is determined by Janus Capital Management. The overall investment team variable compensation pool is funded by an amount equal to a percentage of Janus Hendersons pre-incentive operating income. In
determining individual awards, both quantitative and qualitative factors are considered including, among other things, performance, client support and investment team support through the sharing of ideas, leadership, development, mentoring, and
teamwork.
As of October 31, 2019, the portfolio managers and/or investment personnel of the Funds described in this SAI
beneficially owned securities of the Fund(s) they manage in the dollar range shown in the following table.
|
|
|
|
|
Investment Personnel
|
|
Dollar Range of Equity Securities in the Fund(s) Managed
|
Benjamin Wang
|
|
Janus Henderson Small Cap Growth Alpha ETF
|
|
$10,001-$50,000
|
|
|
Janus Henderson Small/Mid Cap Growth Alpha ETF
|
|
$10,001-$50,000
|
Scott
M. Weiner
|
|
None
|
|
|
48
PRINCIPAL SHAREHOLDERS
To the best knowledge of Janus Detroit Street Trust, as of January 31, 2020, the officers and Trustees as a group owned less than 1% of the outstanding shares
of each of the Funds. As of January 31, 2020, the percentage ownership of any person or entity owning 5% or more of the outstanding shares of any Fund is listed below. Any person or entity that beneficially owns, directly or through one or more
controlled companies, more than 25% of the voting securities of a company is presumed to control such company. Accordingly, to the extent that a person or entity is identified as the beneficial owner of more than 25% of the voting
securities of a Fund, or is identified as the record owner of more than 25% of a Fund and has voting and/or investment powers, that person or entity may be presumed to control such Fund. A controlling shareholders vote could have a more
significant effect on matters presented to shareholders for approval than the vote of other Fund shareholders.
An Authorized Participant may hold of
record more than 25% of the outstanding shares of a Fund. From time to time, Authorized Participants may be a beneficial and/or legal owner of a Fund, may be affiliated with an index provider, may be deemed to have control of a Fund and/or may be
able to affect the outcome of matters presented for a vote of the shareholders of a Fund. Authorized Participants may execute an irrevocable proxy granting the Distributor or an affiliate of Janus Capital power to vote or abstain from voting such
Authorized Participants beneficially or legally owned shares of a Fund.
In such cases, the agent shall mirror vote (or abstain from voting) such
shares in the same proportion as all other beneficial owners of a Fund. To the best knowledge of the Trust, entities shown as owning more than 25% of the outstanding shares of a Fund are not the beneficial owners of such shares, unless otherwise
indicated. The following chart lists each shareholder or group of shareholders who beneficially (or of record) owned more than 5% of a Fund as of January 31, 2020:
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Fund Name
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Shareholder and Address of Record
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Percentage Ownership
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Janus Henderson Small Cap Growth Alpha ETF
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Charles Schwab & Co. Inc.
101 Montgomery Street
San Francisco, CA 94104
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16.76
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%
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Pershing LLC
One Pershing Plaza
Jersey
City, NJ 07399
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15.83
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%
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National Financial Services Corporation
200 Liberty Street
New York, NY 10281
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15.13
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%
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TD Ameritrade Clearing, Inc.
4211 South 102nd Street
Omaha, NE 68127
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13.74
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%
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LPL Financial Corporation
4707 Executive Dr.
San Diego, CA 92121-3091
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12.74
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%
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Merrill Lynch, Pierce, Fenner & Smith
Incorporated 4800 Deer Lake Drive East
Jacksonville, FL 32246-6484
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6.93
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%
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Janus Henderson Small/Mid Cap Growth Alpha ETF
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Pershing LLC
One Pershing Plaza
Jersey
City, NJ 07399
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17.85
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%
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TD Ameritrade Clearing, Inc.
4211 South 102nd Street
Omaha, NE 68127
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14.92
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%
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Raymond James
Omnibus for Mutual Funds
880 Carillon Parkway, St. Petersburg, FL 33716
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11.72
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%
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LPL Financial Corporation
4707 Executive Dr.
San Diego, CA 92121-3091
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11.57
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%
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National Financial Services Corporation
200 Liberty Street
New York, NY 10281
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9.06
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%
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UBS Financial Services Inc.
1000 Harbor Boulevard
Weehawken, NJ 07086-6761
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6.94
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%
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U.S. Bank N.A.
1555 North Rivercenter Dr.
Suite 302
Milwaukee, WI 53212
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5.26
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%
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Charles Schwab & Co. Inc.
101 Montgomery Street
San Francisco, CA 94104
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5.05
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%
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49
MISCELLANEOUS INFORMATION
Each Fund is a series of the Trust, an open-end management investment company registered under the 1940 Act and organized as a Delaware statutory trust on
August 6, 2015. As of the date of this SAI, the Trust offers 7 series of shares, known as Funds. The other series of the Trust are described in separate statements of additional information.
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Fund Name
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Janus Henderson Mortgage-Backed Securities ETF
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Janus Henderson Small Cap Growth Alpha ETF
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Janus Henderson Small/Mid Cap Growth Alpha ETF
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Janus Henderson Short Duration Income ETF
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The Long-Term Care ETF
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The Obesity ETF
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The Organics ETF
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Janus Capital reserves the right to the name Janus Henderson. In the event that Janus Capital does not continue to
provide investment advice to the Funds, the Funds must cease to use the name Janus Henderson. as soon as reasonably practicable.
It is
important to know that, pursuant to the Trusts Agreement and Declaration of Trust, the Trustees have the authority to merge, liquidate, consolidate and/or reorganize a Fund into another fund without seeking shareholder vote or consent. Any
such consolidation, merger, or reorganization may be authorized at any time by a vote of a majority of the Trustees then in office. While the Trustees have no present intention of exercising their authority to liquidate a Fund, they may do so if a
Fund fails to reach or maintain viable size or for such other reasons as may be determined by the Board in its discretion.
The Trust is authorized to issue an unlimited number of shares of beneficial interest with a par value of $0.001 per share for
each series of the Trust. Shares of each series of the Trust are fully paid and nonassessable when issued. Shares of the Funds participate equally in dividends and other distributions by the shares of such Fund, and in residual assets of that Fund
in the event of liquidation. Shares of each Fund have no preemptive, conversion, or subscription rights. Shares of each Fund may be transferred by endorsement or stock power as is customary, but a Fund is not bound to recognize any transfer until it
is recorded on its books.
The Trust does not intend to hold annual or regular shareholder meetings unless otherwise required by the Agreement and
Declaration of Trust or the 1940 Act. Special meetings may be called for a specific Fund or for the Trust as a whole for purposes such as changing fundamental policies, electing or removing Trustees, making any changes to the Agreement and
Declaration of Trust that would affect shareholders voting rights (as specified in the Agreement and Declaration of Trust), determining whether to bring certain derivative actions, or for any other purpose requiring a shareholder vote under
applicable law or the Trusts governing documents, or as the Trustees consider necessary or desirable.
Under the Agreement and Declaration of Trust,
special meetings of shareholders of the Trust or of a Fund shall be called subject to certain conditions, upon written request of shareholders owning shares representing at least 25% (or 10% to the extent required by the 1940 Act) of the shares then
outstanding. The Funds will assist these shareholders in communicating with other shareholders in connection with such a meeting similar to that referred to in Section 16(c) of the 1940 Act.
Under the Agreement and Declaration of Trust, each Trustee of the Trust will continue in office until the termination of the
Trust or his or her earlier death, retirement, resignation, incapacity, or removal. Vacancies will be filled by appointment by a majority of the remaining Trustees, subject to the 1940 Act.
Pursuant to the terms of the Participant Agreement, an Authorized Participant, to the extent that it is a beneficial owner of Fund shares, will irrevocably
appoint the Distributor as its agent and proxy with full authorization and power to vote (or abstain from voting) its beneficially owned Fund shares. The Distributor intends to vote such shares in accordance with its written supervisory procedures.
50
As a shareholder, you are entitled to one vote per share (with proportionate voting for fractional
shares). Generally, each fund votes together as a single group, except where a separate vote of one or more funds is required by law or where the interests of one or more funds are affected differently from other funds. Shares of all series of the
Trust have noncumulative voting rights, which means that the holders of more than 50% of the value of shares of all series of the Trust voting for the election of Trustees can elect 100% of the Trustees if they choose to do so. In such event, the
holders of the remaining value of shares will not be able to elect any Trustees.
The Trust may in the future seek to achieve a funds objective by investing all of that funds assets in another
investment company having the same investment objective and substantially the same investment policies and restrictions as those applicable to that fund. Unless otherwise required by law, this policy may be implemented by the Trustees without
shareholder approval.
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INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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PricewaterhouseCoopers LLP, 1900 16th Street, Suite 1600, Denver, Colorado 80202, the Independent Registered Public
Accounting Firm for the Funds, audits the Funds annual financial statements and performs tax services for the Funds.
The Trust has filed with the SEC, Washington, D.C., a Registration Statement under the 1933 Act with respect to the
securities to which this SAI relates. If further information is desired with respect to a Fund or such securities, reference is made to the Registration Statement and the exhibits filed as a part thereof.
51
FINANCIAL STATEMENTS
The following audited financial statements for the year ended October 31, 2019 are hereby incorporated into this SAI by reference to the Annual Report dated
October 31, 2019, as applicable.
Schedules of Investments as of October 31, 2019
Statements of Assets and Liabilities as of October 31, 2019
Statements of Operations for the period ended October 31, 2019
Statements of Changes in Net Assets for each of the periods indicated
Financial Highlights for each of the periods indicated
Notes to Schedules of Investments
Notes to
Financial Statements
Report of Independent Registered Public Accounting Firm
The portions of an Annual Report that are not specifically listed above are not incorporated by reference into this SAI and are not part of the Registration
Statement.
52
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53
janushenderson.com/info
151 Detroit Street
Denver, Colorado 80206-4805
1-800-668-0434
February 28, 2020
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Fixed Income
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Ticker
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Stock Exchange
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Janus Henderson Short Duration Income ETF
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VNLA
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NYSE Arca, Inc.
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Janus Detroit Street Trust
Statement of
Additional Information
This Statement of Additional Information (SAI) expands upon and supplements the information contained in the current Prospectus for Janus
Henderson Short Duration Income ETF, which is a separate series of Janus Detroit Street Trust, a Delaware statutory trust (the Trust). This series of the Trust represents shares of beneficial interest in a separate portfolio of
securities and other assets with its own objective and policies.
This SAI is not a Prospectus and should be read in conjunction with the
Funds Prospectus dated February 28, 2020 and any supplements thereto, which are incorporated by reference into this SAI and may be obtained by contacting your broker-dealer, plan sponsor, or financial intermediary, at janushenderson.com/info,
or by contacting a Janus representative at 1-800-668-0434. This SAI contains additional and more detailed information about the Funds operations and activities than the Prospectus. The Annual Report,
which contains important financial information about the Fund, is incorporated herein by reference into this SAI. The Annual and Semiannual Reports (as they become available) are available, without charge, by contacting your broker-dealer, plan
sponsor, or financial intermediary, at janushenderson.com/info, or by contacting a Janus representative at 1-800-668-0434.
TABLE OF CONTENTS
1
CLASSIFICATION, INVESTMENT POLICIES
AND RESTRICTIONS,
AND INVESTMENT STRATEGIES AND
RISKS
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JANUS DETROIT STREET TRUST
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This Statement of Additional Information includes information about Janus Henderson Short Duration Income ETF (the
Fund), which operates as an actively managed exchange-traded fund (ETF) and is a series of the Trust, an open-end, management investment company.
The Fund offers and issues shares at its net asset value (NAV) per share only in aggregations of a specified number of shares (Creation
Unit), in exchange for an all cash payment or in certain circumstances, a designated portfolio of securities (including any portion of such securities for which cash may be substituted) (the Deposit Securities), together with the
deposit of a specified cash payment (the Cash Component). Shares of the Fund are listed for trading on NYSE Arca, Inc. (the Listing Exchange), a national securities exchange. Shares of the Fund are traded in the secondary
market and elsewhere at market prices that may be at, above or below the Funds NAV. Unlike mutual funds, the Funds shares are not individually redeemable securities. Rather, the Funds shares are redeemable only in Creation Units,
and, generally, in exchange for portfolio securities and a Cash Component. Creation Units typically are a specified number of shares, at least 25,000, and generally multiples of 5,000 above 25,000. Janus Capital may modify the Creation Unit size
with prior notification to the Funds Authorized Participants. See the ETF portion of the Janus Henderson website for the Funds current Creation Unit size. In the event of liquidation of the Fund, the number of shares in a Creation Unit
may be lowered below 25,000.
The Fund may charge creation/redemption transaction fees for each creation and redemption. In all cases, transaction fees
will be limited in accordance with the requirements of the Securities and Exchange Commission (SEC) applicable to management investment companies offering redeemable securities. Some of the information in this SAI and the Prospectus,
such as information about purchasing and redeeming shares from the Fund and transaction fees, is not relevant to most retail investors because it applies only to transactions for Creation Units. Refer to Creations and Redemptions below.
Once created, the Funds shares generally trade in the secondary market, at market prices that change throughout the day, in amounts less than a
Creation Unit. Investors purchasing the Funds shares in the secondary market through a brokerage account or with the assistance of a broker may be subject to brokerage commissions and charges.
Unlike index-based ETFs, the Fund is actively managed and does not seek to replicate the performance of a specified index.
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EXCHANGE LISTING AND TRADING
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Shares of the Fund are listed for trading and trade throughout the day on the Listing Exchange and other secondary markets.
Shares of the Fund may also be listed on certain foreign (non U.S.) exchanges. There can be no assurance that the requirements of the Listing Exchange necessary to maintain the listing of shares of the Fund will continue to be met. The Listing
Exchange may, but is not required to, remove the shares of the Fund from listing under the following circumstances, as may be applicable: (i) following the initial 12-month period beginning upon the commencement of trading of Fund shares, there
are fewer than 50 beneficial owners of shares of the Fund; (ii) the intra-day net asset value (iNAV) of the Fund is no longer calculated or available; (iii) the Fund fails to meet certain continuing listing standards of the
Listing Exchange; or (iv) any other event shall occur or condition shall exist that, in the opinion of the Listing Exchange, makes further dealings on the Listing Exchange inadvisable. The Listing Exchange will remove the shares of the Fund
from listing and trading upon termination of the Fund. In the event the Fund ceases to be listed on an exchange, the Fund may cease operating as an exchange-traded fund and operate as a mutual fund, provided that shareholders are given
advance notice.
As in the case of other publicly-traded securities, when you buy or sell shares through a financial intermediary you will incur a
brokerage commission determined by that financial intermediary.
In order to provide additional information regarding the intra-day value of shares of the
Fund, the Listing Exchange or a market data vendor disseminates every 15 seconds through the facilities of the Consolidated Tape Association or other widely disseminated means an updated iNAV for the Fund as calculated by an information provider or
market data vendor. The Trust is not involved in or responsible for any aspect of the calculation or dissemination of the iNAV and makes no representation or warranty as to the accuracy of the iNAV.
Shares of the Fund trade on the Listing Exchange or in the secondary market at prices that may differ from their NAV or iNAV, because such prices may be
affected by market forces (such as supply and demand for the Funds shares). The Trust reserves the right to adjust the share prices of the Fund in the future to maintain convenient trading ranges for investors. Any adjustments would be
accomplished through stock splits or reverse stock splits, which would have no effect on the net assets of the Fund.
2
The base and trading currency of the Fund is the U.S. dollar. The base currency is the currency in which the
Funds NAV per share is calculated and the trading currency is the currency in which shares of the Fund are listed and traded on the Listing Exchange.
The Fund is not sponsored, endorsed, sold, or promoted by the Listing Exchange. The Listing Exchange makes no representation or warranty, express or implied,
to the owners of shares of the Fund or any member of the public regarding the advisability of investing in securities generally or in the Fund particularly or the ability of the Fund to achieve its objectives. The Listing Exchange has no obligation
or liability in connection with the administration, marketing, or trading of the Fund.
The Investment Company Act of 1940, as amended (1940 Act), classifies funds as either diversified or
nondiversified. The Fund is classified as diversified.
Janus Capital Management LLC (Janus Capital or Janus) is the investment adviser for the Fund.
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INVESTMENT POLICIES AND RESTRICTIONS APPLICABLE TO THE FUND
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The Fund is subject to certain fundamental policies and restrictions that may not be changed without shareholder approval.
Shareholder approval means approval by the lesser of: (i) more than 50% of the outstanding voting securities of the Trust (or the Fund if a matter affects just the Fund) or (ii) 67% or more of the voting securities present at a meeting if
the holders of more than 50% of the outstanding voting securities of the Trust (or the Fund) are present or represented by proxy. The following policies are fundamental policies of the Fund.
The Fund may not:
(1) With respect to 75% of its
total assets, purchase securities of an issuer (other than the U.S. Government, its agencies, instrumentalities or authorities, or repurchase agreements collateralized by U.S. Government securities, and securities of other investment companies) if:
(a) such purchase would, at the time, cause more than 5% of the Funds total assets taken at market value to be invested in the securities of such issuer or (b) such purchase would, at the time, result in more than 10% of the
outstanding voting securities of such issuer being held by the Fund.
(2) Invest 25% or more of the value of its total assets in any particular
industry or group of industries (other than U.S. Government securities and securities of other investment companies).
(3) Purchase or sell
physical commodities unless acquired as a result of ownership of securities or other instruments (but this limitation shall not prevent the Fund from purchasing or selling foreign currencies, options, futures, swaps, forward contracts, or other
derivative instruments, or from investing in securities or other instruments backed by physical commodities).
(4) Lend any security or make any
other loan if, as a result, more than one-third of the Funds total assets would be lent to other parties (but this limitation does not apply to investments in repurchase agreements, commercial paper, debt securities, or loans, including
assignments and participation interests).
(5) Act as an underwriter of securities issued by others, except to the extent that the Fund may be
deemed an underwriter in connection with the disposition of its portfolio securities.
(6) Borrow money except that the Fund may borrow money
for temporary or emergency purposes (not for leveraging or investment). Borrowings from banks will not, in any event, exceed one-third of the value of the Funds total assets (including the amount borrowed). This policy shall not prohibit short
sales transactions, or futures, options, swaps, repurchase transactions (including reverse repurchase agreements), or forward transactions. The Fund may not issue senior securities in contravention of the 1940 Act.
(7) Invest directly in real estate or interests in real estate; however, the Fund may own debt or equity securities issued by companies engaged in
those businesses.
As a fundamental policy, the Fund may, notwithstanding any other investment policy or limitation (whether or not fundamental), invest
all of its assets in the securities of a single open-end management investment company with substantially the same fundamental investment objectives, policies, and limitations as the Fund.
3
The Board of Trustees (Trustees) has adopted additional investment restrictions for the Fund. These
restrictions are operating policies of the Fund and may be changed by the Trustees without shareholder approval. The additional restrictions adopted by the Trustees to date include the following:
(1) If the Fund is an underlying fund in a fund of funds, the Fund may not acquire securities of other investment companies in reliance on
Section 12(d)(1)(F) of the 1940 Act and securities of open-end investment companies or registered unit investment trusts in reliance on Section 12(d)(1)(G) of the 1940 Act.
(2) The Fund may sell securities short if it owns or has the right to obtain securities equivalent in kind and amount to the securities sold short
without the payment of any additional consideration therefor (short sales against the box). In addition, the Fund may engage in short sales other than against the box, which involve selling a security that the Fund borrows and does not
own. The Trustees may impose limits on the Funds investments in short sales, as described in the Funds Prospectus. Transactions in futures, options, swaps, and forward contracts not involving short sales are not deemed to constitute
selling securities short.
(3) The Fund does not intend to purchase securities on margin, except that the Fund may obtain such short-term
credits as are necessary for the clearance of transactions, and provided that margin payments and other deposits in connection with transactions involving short sales, futures, options, swaps, forward contracts, and other permitted investment
techniques shall not be deemed to constitute purchasing securities on margin.
(4) The Fund may not mortgage or pledge any securities owned or
held by the Fund in amounts that exceed, in the aggregate, 15% of the Funds NAV, provided that this limitation does not apply to: reverse repurchase agreements; deposits of assets to margin; guarantee positions in futures, options, swaps, or
forward contracts; or the segregation of assets in connection with such contracts.
(5) The Fund may not acquire any illiquid investment if,
immediately after the acquisition, the Fund would have invested more than 15% of its net assets in illiquid investments that are assets.
(6) The Fund may not invest in companies for the purpose of exercising control of management.
Under the terms of an exemptive order received from the SEC, the Fund may borrow money from or lend money to other funds that permit such transactions and for
which Janus Capital or one of its affiliates serves as investment adviser. All such borrowing and lending will be subject to the above limits and to the limits and other conditions in such exemptive order. The Fund will borrow money through the
program only when the costs are equal to or lower than the cost of bank loans. Interfund loans and borrowings normally extend overnight, but can have a maximum duration of seven days. The Fund will lend through the program only when the returns are
higher than those available from other short-term instruments (such as repurchase agreements). The Fund may have to borrow from a bank at a higher interest rate if an interfund loan is called or not renewed. Any delay in repayment to a lending Fund
could result in a lost investment opportunity or additional borrowing costs, and interfund loans are subject to the risk that the borrowing fund may be unable to repay the loan when due. While it is expected that the Fund may borrow money through
the program to satisfy redemption requests or to cover unanticipated cash shortfalls, the Fund may elect to not participate in the program during times of market uncertainty or distress or for other reasons.
For purposes of these investment restrictions, the identification of the issuer of a municipal obligation depends on the terms and conditions of the security.
When assets and revenues of a political subdivision are separate from those of the government that created the subdivision and the security is backed only by the assets and revenues of the subdivision, the subdivision is deemed to be the sole
issuer. Similarly, in the case of an industrial development bond, if the bond is backed only by assets and revenues of a nongovernmental user, then the nongovernmental user would be deemed to be the sole issuer. If, however, in either case, the
creating government or some other entity guarantees the security, the guarantee would be considered a separate security that would be treated as an issue of the guaranteeing entity.
For purposes of the Funds fundamental policy related to investments in real estate, the policy does not prohibit the purchase of securities directly or
indirectly secured by real estate or interests therein, or issued by entities that invest in real estate or interests therein, such as, but not limited to, corporations, partnerships, real estate investment trusts (REITs), and other REIT-like entities, such as foreign entities that have REIT characteristics.
4
Except for the Funds policies with respect to investments in illiquid investments and borrowing, the
percentage limitations included in these policies and elsewhere in this SAI and/or the Funds Prospectus normally apply only at the time of initial purchase of a security. So, for example, if the Fund exceeds a limit as a result of market
fluctuations or the sale of other securities, it will not be required to dispose of any securities.
For purposes of the Funds policies on investing
in particular industries, the Fund relies primarily on industry or industry group classifications under the Global Industry Classification Standard (GICS) developed by MSCI with respect to equity investments and classifications published
by Barclays for fixed-income investments. Funds with both equity and fixed-income components will rely on industry classifications published by Bloomberg L.P. To the extent that the above classifications are so broad that the primary economic
characteristics in a single class are materially different, the Fund may further classify issuers in accordance with industry classifications consistent with relevant SEC staff interpretations. The Fund may change any source used for determining
industry classifications without prior shareholder notice or approval.
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INVESTMENT STRATEGIES AND RISKS
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A discussion of the risks associated with an investment in the Fund is contained in the Funds Prospectus under the
headings Principal Investment Risks and Risks of the Fund. The discussion below supplements, and should be read in conjunction with, such sections of the Funds Prospectus.
General Considerations and Risks
Investment in the Fund
should be made with an understanding that the value of the portfolio of securities held by the Fund may fluctuate in accordance with changes in the financial condition of the issuers of the portfolio securities, the value of common stocks generally
and other factors.
An investment in the Fund should also be made with an understanding of the risks inherent in an investment in securities, including the
risk that the financial condition of issuers may become impaired or that the general condition of the securities markets may deteriorate (either of which may cause a decrease in the value of the portfolio securities and thus in the value of shares).
Securities are susceptible to general market fluctuations and to volatile increases and decreases in value as market confidence in and perceptions of their issuers change. These investor perceptions are based on various and unpredictable factors
including expectations regarding government, economic, monetary and fiscal policies, inflation and interest rates, economic expansion or contraction, and global or regional political, economic and banking crises.
Holders of common stocks incur more risk than holders of preferred stocks and debt obligations because common stockholders, as owners of the issuer, have
generally inferior rights to receive payments from the issuer in comparison with the rights of creditors of, or holders of debt obligations or preferred stocks issued by, the issuer. Further, unlike debt securities which typically have a stated
principal amount payable at maturity (whose value, however, will be subject to market fluctuations prior thereto), or preferred stocks which typically have a liquidation preference and which may have stated optional or mandatory redemption
provisions, common stocks have neither a fixed principal amount nor a maturity. Common stock values are subject to market fluctuations as long as the common stock remains outstanding.
The principal trading market for some of the securities held by the Fund may be in the over-the-counter market. The existence of a liquid trading market for
certain securities may depend on whether dealers will make a market in such securities. There can be no assurance that a market will be made or maintained or that any such market will be or remain liquid. The price at which securities may be sold
and the value of the Funds shares will be adversely affected if trading markets for the Funds portfolio securities are limited or absent or if bid/ask spreads are wide.
Diversification
Funds are classified as either
diversified or nondiversified. Diversification is a way to reduce risk by investing in a broad range of stocks or other securities. To be classified as diversified under the 1940 Act, a fund may not, with respect
to 75% of its total assets, invest more than 5% of its total assets in any issuer and may not own more than 10% of the outstanding voting securities of an issuer. A fund that is classified as nondiversified under the 1940 Act is not
subject to the same restrictions and therefore has the ability to take larger positions in a smaller number of issuers than a fund that is classified as diversified. This gives a fund that is classified as nondiversified more flexibility
to focus its investments in companies that the portfolio manager has identified as the most attractive for the investment objective and strategy of the fund. However, because the appreciation or depreciation of a single security may have a greater
impact on the NAV of a fund which is classified as nondiversified, its share
5
price can be expected to fluctuate more than a comparable fund which is classified as diversified. This fluctuation, if significant, may affect the performance of a fund. The Fund is classified
as diversified.
Cash Position
As discussed in the
Prospectus, the Funds cash position may increase under various circumstances. Securities that the Fund may invest in as a means of receiving a return on idle cash include domestic or foreign currency denominated commercial paper, certificates
of deposit, repurchase agreements, or other short-term debt obligations including U.S. and foreign short-term cash instruments and cash equivalent securities. The Fund may also invest in affiliated or non-affiliated money market funds. (Refer to
Investment Company Securities.)
Loans of Portfolio Securities
The Fund may lend its investment securities to approved borrowers. Any gain or loss on the market price of the securities loaned that might occur during the
term of the loan would be for the account of the Fund. These loans cannot exceed one-third of the Funds total assets.
Approved borrowers are
brokers, dealers, domestic and foreign banks, or other financial institutions that meet credit or other requirements as established by, and subject to the review of, the Trust Board, so long as the terms, the structure and the aggregate amount
of such loans are not inconsistent with the 1940 Act and the rules and regulations thereunder or interpretations of the SEC, which require that (a) the borrowers pledge and maintain with the Fund collateral consisting of cash, an irrevocable letter
of credit issued by a bank, or securities issued or guaranteed by the U.S. Government having a value at all times of not less than 102% of the value of the securities loaned (on a ark-to-market basis); (b) the loan be made subject to
termination b the Fund at any time; and (c) the Fund receives reasonable interest on the loan. From time to time, the Fund may return a part of the interest earned from the investment of collateral received from securities loaned to the borrower
and/or a third party that is unaffiliated with the Fund and that is acting as a finder.
Illiquid Investments
The Fund may not acquire any illiquid investment if, immediately after the acquisition, the Fund would have invested more than 15% of its net assets in
illiquid investments that are assets. Illiquid investments, which include certain securities that are purchased in private placements, are securities that the Fund reasonably expects cannot be sold or disposed of in current market conditions in
seven calendar days or less without the sale or disposition significantly changing the market value of the security. Certain securities previously deemed liquid may become illiquid over time, particularly in periods of economic distress.
If illiquid investments that are assets exceed 15% of the Funds net assets, the Fund will take steps to reduce its holdings of such illiquid investments
to or below 15% of its net assets within a reasonable period of time. Because illiquid investments may not be readily marketable, the portfolio manager may not be able to dispose of them in a timely manner. As a result, the Fund may be forced to
hold illiquid securities while their price depreciates. Depreciation in the price of illiquid securities may cause the NAV of the Fund to decline.
Segregation of Assets
Consistent with SEC staff
guidance, financial instruments that involve the Funds obligation to make future payments to third parties will not be viewed as creating any senior security provided that the Fund covers its obligations as described below. Those financial
instruments include, among others: (i) securities sold short; (ii) securities issued on a when-issued, delayed delivery, or forward commitment basis; (iii) reverse repurchase agreements; (iv) mortgage dollar rolls;
(v) futures contracts; (vi) forward currency contracts; (vii) swap agreements; (viii) written options; and (ix) unfunded commitments.
Consistent with SEC staff guidance, the Fund will consider its obligations involving such a financial instrument as covered when the Fund
(a) maintains an offsetting financial position, or (b) segregates or earmarks liquid assets (constituting cash, cash equivalents, or other liquid portfolio securities) equal to the Funds exposures relating to the
financial instrument, as determined on a daily basis. Janus Capital maintains compliance policies and procedures that govern the kinds of transactions that may be deemed to be offsetting financial positions for purposes of (a) above, and the
amount of liquid assets that would otherwise need to be segregated or earmarked for purposes of (b) above (the Segregation and Collateral Procedures).
The Segregation and Collateral Procedures provide, consistent with current SEC staff positions, that for forward currency contracts and swap agreements that
require cash settlement, as well as swap agreements that call for periodic netting between the Fund and its counterparty, the required coverage amount is the net amount due under the contract, as determined daily on a
mark-to-market basis. For other kinds of futures, forward currency contracts, and swap agreements, the Fund must segregate or
6
earmark a larger amount of assets to cover its obligations. For example, when the Fund writes/sells credit default swaps or options, it must segregate liquid assets equal to the notional amount
of the swap or option.
For purposes of calculating the amount of liquid assets that must be segregated or earmarked for a particular transaction, the Fund
may deduct any initial and variation margin deposited with the relevant broker, but in the case of securities sold short, may not deduct the amount of any short sale proceeds. When the Fund sells securities short, the proceeds of the short sale are
retained by the broker, to the extent necessary to meet margin requirements, until the position is closed out. If the lending broker requires the Fund to deposit additional collateral (in addition to the short sales proceeds that the broker holds
during the period of the short sale), which may be as much as 50% of the value of the securities sold short, the amount of the additional collateral may be deducted in determining the amount of cash or liquid assets the Fund is required to segregate
to cover the short sale obligation pursuant to the 1940 Act. The amount segregated must be unencumbered by any other obligation or claim other than the obligation that is being covered. The Fund believes that short sale obligations that are covered,
either by an offsetting asset or right (acquiring the security sold short or having an option to purchase the security sold short at an exercise price that covers the obligation), or by the Funds segregated asset procedures (or a combination
thereof), are not senior securities under the 1940 Act and are not subject to the Funds borrowing restrictions. This requirement to segregate assets places an upper limit on the Funds ability to leverage its investments and the related
risk of losses from leveraging. The Fund is also required to pay the lender of the security any dividends or interest that accrues on a borrowed security during the period of the loan. Depending on the arrangements made with the broker or custodian,
the Fund may or may not receive any payments (including interest) on collateral it has deposited with the broker.
As a general matter, liquid assets
segregated or earmarked as cover for one position may not simultaneously be counted as cover for another position. However, in the case of a straddle where the exercise price of the call option and put option are the same, or the exercise price of
the call option is higher than that of the put option, the Fund may segregate or earmark the same liquid assets for both the call and put options. In such cases, the Fund expects to segregate or earmark liquid assets equivalent to the amount, if
any, by which the put option is in the money.
In order to comply with the Segregation and Collateral Procedures, the Fund may need to sell a
portfolio security or exit a transaction, including a transaction in a financial instrument, at a disadvantageous time or price in order for the Fund to be able to segregate or earmark the required amount of assets. If segregated assets decline in
value, the Funds will need to segregate or earmark additional assets or reduce its position in the financial instruments. In addition, segregated or earmarked assets may not be available to satisfy redemptions or for other purposes, until the
Funds obligations under the financial instruments have been satisfied. The Fund may not be able to promptly liquidate an unfavorable position and potentially could be required to continue to hold a position until the delivery date, regardless
of changes in its value. Because the Funds cash that may otherwise be invested would be held uninvested or invested in other liquid assets so long as the position remains open, the Funds return could be diminished due to the opportunity
losses of foregoing other potential investments.
The Funds ability to use the financial instruments identified above may under some circumstances
depend on the nature of the instrument and amount of assets that the Segregation and Collateral Procedures require the Fund to segregate or earmark. Notwithstanding the foregoing, Janus Capital reserves the right to modify its Segregation and
Collateral Procedures in the future in its discretion, consistent with the 1940 Act and SEC or SEC staff guidance.
Regulation S Securities
The Fund may invest in the securities of U.S. and foreign issuers that are issued through private offerings without registration with the SEC pursuant to
Regulation S under the 1933 Act (Regulation S Securities). Offerings of Regulation S Securities may be conducted outside of the United States. Because Regulation S Securities are subject to legal or contractual
restrictions on resale, Regulation S Securities may be considered illiquid. If a Regulation S Security is determined to be illiquid, the Funds 15% of net assets limitation on investment in illiquid securities will apply. Furthermore,
because Regulation S Securities are generally less liquid than registered securities, the Fund may take longer to liquidate these positions than would be the case for publicly traded securities. Although Regulation S Securities may be
resold in privately negotiated transactions, the amounts received from these sales could be less than those originally paid by the Fund. Further, companies whose securities are not publicly traded may not be subject to the disclosure and other
investor protection requirements that would be applicable if their securities were publicly traded. Accordingly, Regulation S Securities may involve a high degree of business and financial risk and may result in substantial losses.
7
Financial Services Sector Risk
To the extent the Fund invests a significant portion of its assets in the financial services sector, the Fund will have more exposure to the risks inherent to
the financial services sector. Financial services companies may be adversely affected by changes in regulatory framework or interest rates that may negatively affect financial services businesses; exposure of a financial institution to a
nondiversified or concentrated loan portfolio; exposure to financial leverage and/or investments or agreements that, under certain circumstances, may lead to losses; and the risk that a market shock or other unexpected market, economic, political,
regulatory, or other event might lead to a sudden decline in the values of most or all financial services companies.
Natural Disasters and Extreme
Weather Conditions
Certain areas of the world have historically been prone to and economically sensitive to environmental events such as, but not
limited to, hurricanes, earthquakes, typhoons, flooding, tidal waves, tsunamis, erupting volcanoes, wildfires or droughts, tornadoes, mudslides, or other weather-related phenomena. Such disasters, and the resulting physical or economic damage, could
have a severe and negative impact on the Funds investment portfolio and, in the longer term, could impair the ability of issuers in which the Fund invests to conduct their businesses as they would under normal conditions. Adverse weather
conditions may also have a particularly significant negative effect on issuers in the agricultural sector and on insurance companies that insure against the impact of natural disasters.
Cyber Security Risk
With the increased use of the
Internet to conduct business, the Fund is susceptible to operational and information security risks. In general, cyber incidents can result from deliberate attacks or unintentional events. Cyber-attacks include, but are not limited to, infection by
computer viruses or other malicious software code, gaining unauthorized access to systems, networks, or devices that are used to service the Funds operations through hacking or other means for the purpose of misappropriating assets
or sensitive information, corrupting data, or causing operational disruption. Cyber-attacks may also be carried out in a manner that does not require gaining unauthorized access, such as causing denial-of-service attacks on the Funds websites.
In addition, authorized persons could inadvertently or intentionally release confidential or proprietary information stored on the Funds systems.
Cyber security failures or breaches by the Funds third party service providers (including, but not limited to, Janus Capital, custodians, transfer
agents, and financial intermediaries) or the subadvisers (if applicable) may cause disruptions and impact the service providers and the Funds business operations, potentially resulting in financial losses, the inability of fund
shareholders to transact business and the Fund to process transactions, inability to calculate the Funds net asset value, violations of applicable privacy and other laws, regulatory fines, penalties, reputational damage, reimbursement or other
compensation costs, and/or additional compliance costs. The Fund may incur incremental costs to prevent cyber incidents in the future. The Fund and its shareholders could be negatively impacted as a result. While Janus Capital has established
business continuity plans and risk management systems designed to prevent or reduce the impact of such cyber-attacks, there are inherent limitations in such plans and systems due in part to the ever-changing nature of technology and cyber-attack
tactics. As such, there is a possibility that certain risks have not been adequately identified or prepared for. Furthermore, the Fund cannot directly control any cyber security plans and systems put in place by third party service providers. Cyber
security risks are also present for issuers of securities in which the Fund invests, which could result in material adverse consequences for such issuers, and may cause the Funds investment in such securities to lose value.
Foreign Securities
The Fund may invest up to 70% of its
assets in foreign securities (foreign securities). The Fund may invest in foreign securities either indirectly (e.g., depositary receipts, depositary shares, and passive foreign investment companies) or directly in foreign markets,
including emerging markets. Investments in foreign securities may include corporate debt securities of foreign issuers, certain foreign bank obligations (including bank deposits denominated in foreign currencies), and U.S. dollar or foreign
currency-denominated obligations of foreign governments or supranational entities or their subdivisions, agencies, and instrumentalities. The Fund may also engage in foreign currency transactions either on a spot (cash) basis at the rate prevailing
in the currency exchange market at the time. Investments in foreign securities, including securities of foreign and emerging market governments, may involve greater risks than investing in domestic securities because the Funds performance may
depend on factors other than the performance of a particular company. These factors include:
Currency
Risk. As long as the Fund holds a foreign security, its value will be affected by the value of the local currency relative to the U.S. dollar. When the Fund sells a foreign currency denominated security, its value
may be worth less in
8
U.S. dollars even if the security increases in value in its home country. U.S. dollar-denominated securities of foreign issuers may also be affected by currency risk, as the value of these
securities may also be affected by changes in the issuers local currency.
Political and Economic
Risk. Foreign investments may be subject to heightened political and economic risks, particularly in emerging markets which may have relatively unstable governments, immature economic structures, national policies
restricting investments by foreigners, social instability, and different and/or developing legal systems. In some countries, there is the risk that the government may take over the assets or operations of a company or that the government may impose
withholding and other taxes or limits on the removal of the Funds assets from that country. In addition, the economies of emerging markets may be predominantly based on only a few industries, may be highly vulnerable to changes in local or
global trade conditions, and may suffer from extreme and volatile debt burdens or inflation rates.
Trade
Disputes. Countries that are economically dependent on large import or export sectors may be adversely affected by trade disputes with key trading partners, tariffs imposed on goods and services, and protectionist monetary
policies generally. An economic slowdown in a countrys export sector may also affect companies that are not heavily dependent on exports. To the extent a country engages in retaliatory tariffs, a company that relies on imports to produce its
own goods may experience increased costs of production or reduced profitability, which may affect consumers, investors and the domestic economy. Trade disputes and retaliatory actions may include embargoes and other trade limitations, which may
trigger a significant reduction in international trade and impact the global economy. Trade disputes may also lead to increased currency exchange rate volatility, which can adversely affect the prices of Fund securities valued in US dollars. The
potential threat of trade disputes may also negatively affect investor confidence in the markets generally and investment growth.
Regulatory Risk. There may be less government supervision of foreign markets. As a result,
foreign issuers may not be subject to the uniform accounting, auditing, and financial reporting standards and practices applicable to domestic issuers, and there may be less publicly available information about foreign issuers.
Foreign Market Risk. Foreign securities markets, particularly those of emerging market
countries, may be less liquid and more volatile than domestic markets. These securities markets may trade a small number of securities, may have a limited number of issuers and a high proportion of shares, or may be held by a relatively small number
of persons or institutions. Local securities markets may be unable to respond effectively to increases in trading volume, potentially making prompt liquidation of substantial holdings difficult or impossible at times. It is also possible that
certain markets may require payment for securities before delivery, and delays may be encountered in settling securities transactions. In some foreign markets, there may not be protection against failure by other parties to complete transactions. It
may not be possible for the Fund to repatriate capital, dividends, interest, and other income from a particular country or governmental entity. In addition, securities of issuers located in or economically tied to countries with emerging markets may
have limited marketability and may be subject to more abrupt or erratic price movements which could also have a negative effect on the Fund. Such factors may hinder the Funds ability to buy and sell emerging market securities in a timely
manner, affecting the Funds investment strategies and potentially affecting the value of the Fund.
Geographic
Investment Risk. To the extent the Fund invests a significant portion of its assets in a particular country or geographic region, the Fund will generally have more exposure to certain risks due to possible political,
economic, social, or regulatory events in that country or region. Adverse developments in certain regions could also adversely affect securities of other countries whose economies appear to be unrelated and could have a negative impact on the
Funds performance.
Transaction Costs. Costs of buying, selling, and holding
foreign securities, including brokerage, tax, and custody costs, may be higher than those involved in domestic transactions.
Eurozone Risk. A number of countries in the European Union (EU) have
experienced, and may continue to experience, severe economic and financial difficulties. In particular, many EU nations are susceptible to economic risks associated with high levels of debt, notably due to investments in sovereign debt of countries
such as Greece, Italy, Spain, Portugal, and Ireland. Many non-governmental issuers, and even certain governments, have defaulted on, or been forced to restructure, their debts. Many other issuers have faced
difficulties obtaining credit or refinancing existing obligations. Financial institutions have in many cases required government or central bank support, have needed to raise capital, and/or have
9
been impaired in their ability to extend credit. As a result, financial markets in the EU have experienced extreme volatility and declines in asset values and liquidity. These difficulties may
continue, worsen, or spread further within the EU.
Certain countries in the EU, particularly Greece, Ireland, and Portugal, have had to
accept assistance from supra governmental agencies such as the International Monetary Fund and the European Financial Service Facility. The European Central Bank has also been intervening to purchase Eurozone debt in an attempt to stabilize markets
and reduce borrowing costs. Responses to these financial problems by European governments, central banks and others, including austerity measures and reforms, may not work, may result in social unrest, and may limit future growth and economic
recovery or have other unintended consequences. Further defaults or restructurings by governments and others of their debt could have additional adverse effects on economies, financial markets, and asset valuations around the world.
In addition, certain European countries have recently experienced negative interest rates on certain fixed-income instruments. A negative
interest rate policy is an unconventional central bank monetary policy tool where nominal target interest rates are set with a negative value (i.e., below zero percent) intended to help create self-sustaining growth in the local economy. Negative
interest rates may result in heightened market volatility and may detract from a Funds performance to the extent a Fund is exposed to such interest rates.
The risk of investing in securities in the European markets may also be heightened due to the referendum in which the United Kingdom
(UK) voted to exit the EU (known as Brexit). There remains a significant degree of uncertainty surrounding the outcome of negotiations for a new relationship between the UK and EU. Brexit may cause greater market volatility
and illiquidity, currency fluctuations, deterioration in economic activity, a decrease in business confidence, and increased likelihood of a recession in the UK. One or more other countries may also abandon the euro and/or withdraw from the EU,
placing its currency and banking system in jeopardy. The impact of these actions, especially if they occur in a disorderly fashion, is not clear but could be significant and far-reaching.
Among other things, these developments have adversely affected the value and exchange rate of the euro and may continue to significantly affect
the economies of all EU countries, which in turn may have a material adverse effect on a Funds investments in such countries, other countries that depend on EU countries for significant amounts of trade or investment, or issuers with exposure
to debt issued by certain EU countries.
Emerging Markets. Within the parameters of
its specific investment policies, the Fund may invest its assets in securities of issuers or companies from or with exposure to one or more developing countries or emerging market countries. Such countries include, but are
not limited to, countries included in the MSCI Emerging Markets IndexSM. The Fund will normally limit its investments in emerging market countries to 15% of its net assets. Investing in emerging
markets involves certain risks not typically associated with investing in the United States and imposes risks greater than, or in addition to, the risks associated with investing in securities of more developed foreign countries as previously
discussed under Foreign Securities. The prices of investments in emerging markets can experience sudden and sharp price swings. In many developing markets, there is less government supervision and regulation of business and industry
practices (including the potential lack of strict finance and accounting controls and standards), stock exchanges, brokers, and listed companies than in more developed markets, making these investments potentially more volatile in price and less
liquid than investments in developed securities markets, resulting in greater risk to investors. There is a risk in developing countries that a future economic or political crisis could lead to price controls, forced mergers of companies,
expropriation or confiscatory taxation, imposition or enforcement of foreign ownership limits, seizure, nationalization, sanctions or imposition of restrictions by various governmental entities on investment and trading, or creation of government
monopolies, any of which may have a detrimental effect on the Funds investments. Many emerging market countries have experienced substantial, and in some periods extremely high, rates of inflation or deflation for many years, and future
inflation may adversely affect the economies and securities markets of such countries. In addition, the economies of developing countries tend to be heavily dependent upon international trade and, as such, have been, and may continue to be,
adversely impacted by trade barriers, exchange controls, managed adjustments in relative currency values, and other protectionist measures. These economies also have been, and may continue to be, adversely affected by economic conditions in the
countries with which they do business.
The securities markets of many of the countries in which the Fund may invest may also be smaller,
less liquid, and subject to greater price volatility than those in the United States. In the event of a default on any investments in foreign debt obligations, it may be more difficult for the Fund to obtain or to enforce a judgment against the
issuers of such securities.
10
In addition, there may be little financial or accounting information available with respect to issuers of emerging market securities, and it may be difficult as a result to assess the value of an
investment in such securities. Further, the Funds ability to participate fully in the smaller, less liquid emerging markets may be limited by the policy restricting its investments in illiquid securities. The Fund may be subject to emerging
markets risk to the extent that it invests in securities of issuers or companies which are not considered to be from emerging markets, but which have customers, products, or transactions associated with emerging markets.
Emerging market countries in which the Fund may invest include frontier market countries, which generally have smaller economies and even less
developed capital markets than traditional developing markets, and, as a result, the risks of investing in developing market countries are magnified in frontier market countries. The magnification of risks are the result of: potential for extreme
price volatility and illiquidity in frontier markets; government ownership or control of parts of private sector and of certain companies; trade barriers, exchange controls, managed adjustments in relative currency values and other protectionist
measures imposed or negotiated by the countries with which frontier market countries trade; and the relatively new and unsettled securities laws in many frontier market countries. Frontier market countries typically are located in the Asia-Pacific
region, Central and Eastern Europe, the Middle East, Central and South America, and Africa.
Sovereign
Debt. The Fund may invest in sovereign debt, including of emerging market countries. Sovereign debt may be issued by foreign developed and emerging market governments and their respective sub-divisions, agencies or
instrumentalities, government sponsored enterprises and supranational government entities. Supranational entities include international organizations that are organized or supported by one or more government entities to promote economic
reconstruction or development and by international banking institutions and related governmental agencies. Investment in sovereign debt can involve a high degree of risk. The governmental entity that controls the repayment of sovereign debt may not
be able or willing to repay the principal and/or interest when due in accordance with the terms of the debt. A governmental entitys willingness or ability to repay principal and interest due in a timely manner may be affected by, among other
factors, its cash flow situation, the extent of its foreign reserves, the availability of sufficient foreign exchange on the date a payment is due, the relative size of the debt service burden to the economy as a whole, the governmental
entitys policy toward the International Monetary Fund, and the political constraints to which a governmental entity may be subject. Governmental entities also may depend on expected disbursements from foreign governments, multilateral agencies
and others to reduce principal and interest arrearages on their debt. The commitment on the part of these governments, agencies and others to make such disbursements may be conditioned on a governmental entitys implementation of economic
reforms and/or economic performance and the timely service of such debtors obligations. Failure to implement such reforms, achieve such levels of economic performance or repay principal or interest when due may result in the cancellation of
such third parties commitments to lend funds to the governmental entity, which may further impair such debtors ability or willingness to service its debts in a timely manner. Consequently, governmental entities may decide to default on
their sovereign debt in whole or in part. Holders of sovereign debt (including the Fund) may be requested to participate in the rescheduling of such debt and to extend further loans to governmental entities. There is no known bankruptcy proceeding
by which sovereign debt on which governmental entities have defaulted may be collected in whole or in part.
In recent years, some of the
countries in which the Fund may invest have encountered difficulties in servicing their sovereign debt. Some of these countries have withheld payments of interest and/or principal of sovereign debt. These difficulties have also led to agreements to
restructure external debt obligations; in particular, commercial bank loans, typically by rescheduling principal payments, reducing interest rates and extending new credits to finance interest payments on existing debt. In the future, holders of
sovereign debt may be requested to participate in similar rescheduling of such debt.
The ability or willingness of foreign governments to
make timely payments on their sovereign debt is likely to be influenced strongly by a countrys balance of trade and its access to trade and other international credits. A country whose exports are concentrated in a few commodities could be
vulnerable to a decline in the international prices of one or more of such commodities. Increased protectionism on the part of a countrys trading partners could also adversely affect its exports. Such events could extinguish a countrys
trade account surplus, if any. To the extent that a country receives payment for its exports in currencies other than hard currencies, its ability to make hard currency payments could be affected.
11
The occurrence of political, social, economic and diplomatic changes in one or more of the
countries issuing sovereign debt could adversely affect the Funds investments. The countries issuing such instruments are faced with social and political issues and some of them have experienced high rates of inflation in recent years and have
extensive internal debt. Among other effects, high inflation and internal debt service requirements may adversely affect the cost and availability of future domestic sovereign borrowing to finance governmental programs, and may have other adverse
social, political and economic consequences. Political changes or a deterioration of a countrys domestic economy or balance of trade may affect the willingness of countries to services their sovereign debt. There can be no assurance that
adverse political changes will not cause the Fund to suffer a loss of interest or principal on any of its holdings.
As a result of all of
the foregoing, a government obligor may default on its obligations. If such an event occurs, the Fund may have limited legal recourse against the issuer and/or guarantor. Remedies must, in some cases, be pursued in the courts of the defaulting party
itself, and the ability of the holder of foreign government debt securities to obtain recourse may be subject to the political climate in the relevant country. Bankruptcy, moratorium and other similar laws applicable to issuers of sovereign debt
obligations may be substantially different from those applicable to issuers of private debt obligations. In addition, no assurance can be given that the holders of commercial bank debt will not contest payments to the holders of other foreign
government debt obligations in the event of default under their commercial bank loan agreements.
Periods of economic uncertainty may
result in the volatility of market prices of sovereign debt and in turn, the Funds net asset value, to a greater extent than the volatility inherent in domestic securities. The value of sovereign debt will likely vary inversely with changes in
prevailing interest rates, which are subject to considerable variance in the international market.
Brady
Bonds. The Fund may invest in Brady Bonds. Brady Bonds are securities created through the exchange of existing commercial bank loans to sovereign entities for new obligations in connection with debt restructurings
under a debt restructuring plan introduced by former U.S. Secretary of the Treasury, Nicholas F. Brady (the Brady Plan). Brady Plan debt restructurings were implemented in a number of countries, including: Argentina, Bolivia,
Brazil, Bulgaria, Costa Rica, the Dominican Republic, Ecuador, Jordan, Mexico, Niger, Nigeria, Panama, Peru, the Philippines, Poland, Uruguay, and Venezuela. Beginning in the early 2000s, certain countries began retiring their Brady Bonds, including
Brazil, Colombia, Mexico, the Philippines and Venezuela.
Brady Bonds may be collateralized or uncollateralized, are issued in various
currencies (primarily the U.S. dollar) and are actively traded in the over-the-counter secondary market. Brady Bonds are not considered to be U.S. Government securities. U.S. dollar-denominated, collateralized Brady Bonds, which may
be fixed rate par bonds or floating rate discount bonds, are generally collateralized in full as to principal by U.S. Treasury zero coupon bonds having the same maturity as the Brady Bonds. Interest payments on these Brady Bonds generally are
collateralized on a one-year or longer rolling-forward basis by cash or securities in an amount that, in the case of fixed rate bonds, is equal to at least one year of interest payments or, in the case of floating rate bonds, initially is equal to
at least one years interest payments based on the applicable interest rate at that time and is adjusted at regular intervals thereafter. Certain Brady Bonds are entitled to value recovery payments in certain circumstances, which in
effect constitute supplemental interest payments but generally are not collateralized. Brady Bonds are often viewed as having three or four valuation components: (i) the collateralized repayment of principal at final maturity; (ii) the
collateralized interest payments; (iii) the uncollateralized interest payments; and (iv) any uncollateralized repayment of principal at maturity (these uncollateralized amounts constitute the residual risk).
Brady Bonds involve various risk factors including residual risk and the history of defaults with respect to commercial bank loans by public
and private entities of countries issuing Brady Bonds. There can be no assurance that Brady Bonds in which the Fund may invest will not be subject to restructuring arrangements or to requests for new credit, which may cause the Fund to suffer a loss
of interest or principal on any of its holdings.
Risks of Investments in the Peoples Republic of
China. In addition to the risks listed under Foreign Securities and Emerging Markets, investing in the Peoples Republic of China (the PRC), or having indirect exposure to the
PRC through derivative investments, presents additional risks. These additional risks include (without limitation): (i) inefficiencies resulting from erratic growth; (ii) the unavailability of consistently-reliable economic data;
(iii) potentially high rates of inflation; (iv) dependence on exports and international trade; (v) relatively high levels of asset price volatility; (vi) small market capitalization and less liquidity; (vii) greater
competition from regional economies; (viii) fluctuations in
12
currency exchange rates, particularly in light of the relative lack of currency hedging instruments and controls on the ability to exchange local currency for U.S. dollars; (ix) the
relatively small size and absence of operating history of many Chinese companies; (x) the developing nature of the legal and regulatory framework for securities markets, custody arrangements and commerce; and (xi) uncertainty with respect
to the commitment of the government of the PRC to economic reforms.
Although the PRC has experienced a relatively stable political
environment in recent years, there is no guarantee that such stability will be maintained in the future. As an emerging market, many factors may affect such stability such as increasing gaps between the rich and poor or agrarian unrest and
instability of existing political structures and may result in adverse consequences to a fund investing in securities and instruments economically tied to the PRC. Political uncertainty, military intervention and political corruption could
reverse favorable trends toward market and economic reform, privatization and removal of trade barriers, and could result in significant disruption to securities markets.
The PRC is dominated by the one-party rule of the Communist Party. Investments in the PRC are subject to risks associated with greater
governmental control over and involvement in the economy. The PRC manages its currency at artificial levels relative to the U.S. dollar rather than at levels determined by the market. This type of system can lead to sudden and large adjustments in
the currency, which, in turn, can have a disruptive and negative effect on foreign investors. The PRC also may restrict the free conversion of its currency into foreign currencies, including the U.S. dollar. Currency repatriation restrictions may
have the effect of making securities and instruments tied to the PRC relatively illiquid, particularly in connection with redemption requests. In addition, the government of the PRC exercises significant control over economic growth through direct
and heavy involvement in resource allocation and monetary policy, control over payment of foreign currency denominated obligations and provision of preferential treatment to particular industries and/or companies. Economic reform programs in the PRC
have contributed to growth, but there is no guarantee that such reforms will continue.
Natural disasters such as droughts, floods,
earthquakes and tsunamis have plagued the PRC in the past, and the regions economy may be affected by such environmental events in the future. The Funds investment in the PRC is, therefore, subject to the risk of such events. In
addition, the relationship between the PRC and Taiwan is particularly sensitive, and hostilities between the PRC and Taiwan may present a risk to the Funds investments in the PRC.
Risks of Investments in Russia. In addition to the risks listed under Foreign Securities and
Emerging Markets, investing in Russia, or having indirect exposure to Russian securities through derivative investments, presents additional risks. The Russian securities market is relatively new, and a substantial portion of securities
transactions are privately negotiated outside of stock exchanges. The inexperience of the Russian securities market and the limited volume of trading in securities in the market may make obtaining accurate prices on portfolio securities from
independent sources more difficult than in more developed markets.
Because of the relatively recent formation of the Russian
securities markets, the underdeveloped state of Russias banking and telecommunication system and the legal and regulatory framework in Russia, settlement, clearing and registration of securities transactions are subject to additional risks.
Prior to 2013, there was no central registration system for equity share registration in Russia and registration was carried out either by the issuers themselves or by registrars located throughout Russia. These registrars may not have been subject
to effective state supervision or licensed with any governmental entity. In 2013, Russia established the National Settlement Depository (NSD) as a recognized central securities depository, and title to Russian equities is now based on
the records of the NSD and not on the records of the local registrars. The implementation of the NSD is generally expected to decrease the risk of loss in connection with recording and transferring title to securities; however, loss may still occur.
Additionally, issuers and registrars remain prominent in the validation and approval of documentation requirements for corporate action processing in Russia, and there remain inconsistent market standards in the Russian market with respect to the
completion and submission of corporate action elections. To the extent that the Fund suffers a loss relating to title or corporate actions relating to its portfolio securities, it may be difficult for the Fund to enforce its rights or otherwise
remedy the loss.
The Russian economy is heavily dependent upon the export of a range of commodities including most industrial metals,
forestry products, oil, and gas. Accordingly, it is strongly affected by international commodity prices and is particularly vulnerable to any weakening in global demand for these products. Foreign investors also face a high degree of currency risk
when investing in Russian securities and a lack of available currency hedging instruments. In addition, there is the
13
risk that the Russian government may impose capital controls on foreign portfolio investments in the event of extreme financial or political crisis. Such capital controls may prevent the sale of
a portfolio of foreign assets and the repatriation of investment income and capital.
In response to recent political and military actions
undertaken by Russia, the United States and certain other countries, as well as the EU, have instituted economic sanctions against certain Russian individuals and companies. The political and economic situation in Russia, and the current and any
future sanctions or other government actions against Russia, may result in the decline in the value and liquidity of Russian securities, devaluation of Russian currency, a downgrade in Russias credit rating, the inability to freely trade
sanctioned companies (either due to the sanctions imposed or related operational issues) and/or other adverse consequences to the Russian economy, any of which could negatively impact the Funds investments in Russian securities. Sanctions
could result in the immediate freeze of Russian securities, impairing the ability of the Fund to buy, sell, receive or deliver those securities. Both the current and potential future sanctions or other government actions against Russia also could
result in Russia taking counter measures or retaliatory actions, which may impair further the value or liquidity of Russian securities and negatively impact the Fund. Any or all of these potential results could lead Russias economy into a
recession.
Risks of Investments in Latin American Countries. In addition to the risks listed under
Foreign Securities and Emerging Markets, investing in Latin American countries, or having indirect exposure to Latin American securities through derivative investments, presents additional risks. Most Latin American countries
have experienced, at one time or another, severe and persistent levels of inflation, including, in some cases, hyperinflation. This has, in turn, led to high interest rates, extreme measures by governments to keep inflation in check, and a generally
debilitating effect on economic growth. Although inflation in many countries has lessened, there is no guarantee it will remain at lower levels.
As an emerging market, Latin America historically suffered from social, political, and economic instability. For investors, this has meant
additional risk caused by periods of regional conflict, political corruption, totalitarianism, protectionist measures, nationalization, hyperinflation, debt crises, sudden and large currency devaluation, and intervention by the military in civilian
and economic spheres. However, in some Latin American countries, a move to sustainable democracy and a more mature and accountable political environment is under way. Domestic economies have been deregulated, privatization of state-owned companies
is almost completed and foreign trade restrictions have been relaxed.
Nonetheless, to the extent that events such as those listed above
continue in the future, they could reverse favorable trends toward market and economic reform, privatization, and removal of trade barriers, and result in significant disruption in securities markets in the region. In addition, recent favorable
economic performance in much of the region has led to a concern regarding government overspending in certain Latin American countries. Investors in the region continue to face a number of potential risks.
Certain Latin American countries depend heavily on exports to the U.S. and investments from a small number of countries. Accordingly, these
countries may be sensitive to fluctuations in demand, exchange rates and changes in market conditions associated with those countries. The economic growth of most Latin American countries is highly dependent on commodity exports and the economies of
certain Latin American countries, particularly Mexico and Venezuela, are highly dependent on oil exports. As a result, these economies are particularly susceptible to fluctuations in the price of oil and other commodities and currency fluctuations.
The recent global financial crisis weakened the global demand for oil and other commodities and, as a result, Latin American countries faced significant economic difficulties that led certain countries into recession. If global economic conditions
worsen, prices for Latin American commodities may experience increased volatility and demand may continue to decrease. Although certain of these countries have recently shown signs of recovery, such recovery, if sustained, may be gradual. In
addition, prolonged economic difficulties may have negative effects on the transition to a more stable democracy in some Latin American countries. In certain countries, political risk, including nationalization risk, is high.
A number of Latin American countries are among the largest debtors of developing countries and have a history of reliance on foreign debt and
default. The majority of the regions economies have become dependent upon foreign credit and loans from external sources to fund government economic plans. Historically, these plans have frequently resulted in little benefit accruing to the
economy. Most countries have been forced to restructure their loans or risk default on their debt obligations. In addition, interest on the debt is subject to market conditions and may reach levels that would impair economic activity and create a
difficult and costly environment for borrowers. Accordingly, these governments may be
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forced to reschedule or freeze their debt repayment, which could negatively affect local markets. Because of their dependence on foreign credit and loans, a number of Latin American economies
faced significant economic difficulties and some economies fell into recession as the recent global financial crisis tightened the supply of international credit. While the region has recently shown signs of economic improvement, recovery from past
economic downturns in Latin America has historically been slow, and any such recovery, if sustained, may be gradual. The European crisis and weakened global economy may reduce demand for exports from Latin America and limit the availability of
foreign credit for some countries in the region. As a result, the Funds investments in Latin American securities could be harmed if economic recovery in the region is limited.
Foreign Currency Exchange-Related Investments
The Fund
may have foreign currency exchange exposure of up to 15% of its total assets, including through investments in foreign currency warrants and principal exchange rate linked securities.
Foreign Currency Warrants. Foreign currency warrants such as Currency Exchange Warrants are warrants which entitle the holder to receive from
their issuer an amount of cash (generally, for warrants issued in the United States, in U.S. dollars) which is calculated pursuant to a predetermined formula and based on the exchange rate between a specified foreign currency and the
U.S. dollar as of the exercise date of the warrant. Foreign currency warrants generally are exercisable upon their issuance and expire as of a specified date and time. Foreign currency warrants have been issued in connection with
U.S. dollar-denominated debt offerings by major corporate issuers in an attempt to reduce the foreign currency exchange risk which, from the point of view of prospective purchasers of the securities, is inherent in the international
fixed-income marketplace. Foreign currency warrants may attempt to reduce the foreign exchange risk assumed by purchasers of a security by, for example, providing for a supplemental payment in the event that the U.S. dollar depreciates against the
value of a major foreign currency such as the Japanese yen or the euro. The formula used to determine the amount payable upon exercise of a foreign currency warrant may make the warrant worthless unless the applicable foreign currency exchange rate
moves in a particular direction (e.g., unless the U.S. dollar appreciates or depreciates against the particular foreign currency to which the warrant is linked or indexed). Foreign currency warrants are severable from the debt obligations with
which they may be offered, and may be listed on exchanges. Foreign currency warrants may be exercisable only in certain minimum amounts, and an investor wishing to exercise warrants who possesses less than the minimum number required for exercise
may be required either to sell the warrants or to purchase additional warrants, thereby incurring additional transaction costs. In the case of any exercise of warrants, there may be a time delay between the time a holder of warrants gives
instructions to exercise and the time the exchange rate relating to exercise is determined, during which time the exchange rate could change significantly, thereby affecting both the market and cash settlement values of the warrants being exercised.
The expiration date of the warrants may be accelerated if the warrants should be delisted from an exchange or if their trading should be suspended permanently, which would result in the loss of any remaining time value of the warrants
(i.e., the difference between the current market value and the exercise value of the warrants), and, in the case the warrants were out-of-the-money, in a total loss of the purchase price of the warrants. Warrants are generally unsecured
obligations of their issuers and are not standardized foreign currency options issued by the Options Clearing Corporation (OCC). Unlike foreign currency options issued by OCC, the terms of foreign exchange warrants generally will not be
amended in the event of governmental or regulatory actions affecting exchange rates or in the event of the imposition of other regulatory controls affecting the international currency markets. The initial public offering price of foreign currency
warrants is generally considerably in excess of the price that a commercial user of foreign currencies might pay in the interbank market for a comparable option involving significantly larger amounts of foreign currencies. Foreign currency warrants
are subject to significant foreign exchange risk, including risks arising from complex political or economic factors.
Principal Exchange Rate Linked
Securities. The Fund may invest in principal exchange rate linked securities, which are debt obligations the principal on which is payable at maturity in an amount that may vary based on the exchange rate between the U.S. dollar
and a particular foreign currency at or about that time. The return on standard principal exchange rate linked securities is enhanced if the foreign currency to which the security is linked appreciates against the U.S. dollar, and
is adversely affected by increases in the foreign exchange value of the U.S. dollar; reverse principal exchange rate linked securities are like the standard securities, except that their return is enhanced by increases
in the value of the U.S. dollar and adversely impacted by increases in the value of foreign currency. Interest payments on the securities are generally made in U.S. dollars at rates that reflect the degree of foreign currency risk assumed
or given up by the purchaser of the notes (i.e., at relatively higher interest rates if the purchaser has assumed some of the foreign exchange risk, or relatively lower interest rates if the issuer has assumed some of the foreign exchange risk,
based on the expectations of the current market). Principal exchange rate linked securities
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may in limited cases be subject to acceleration of maturity (generally, not without the consent of the holders of the securities), which may have an adverse impact on the value of the principal
payment to be made at maturity.
Performance Indexed Paper. The Fund may invest in performance indexed paper, which is
U.S. dollar-denominated commercial paper the yield of which is linked to certain foreign exchange rate movements. The yield to the investor on performance indexed paper is established at maturity as a function of spot exchange rates between the
U.S. dollar and a designated currency as of or about that time (generally, the index maturity two days prior to maturity). The yield to the investor will be within a range stipulated at the time of purchase of the obligation, generally with a
guaranteed minimum rate of return that is below, and a potential maximum rate of return that is above, market yields on U.S. dollar-denominated commercial paper, with both the minimum and maximum rates of return on the investment corresponding
to the minimum and maximum values of the spot exchange rate two business days prior to maturity.
Zero Coupon, Step Coupon, and Pay-In-Kind Securities
The Fund may invest in zero coupon, step coupon, and pay-in-kind securities. Zero coupon bonds are issued and traded at a discount from their face
value. They do not entitle the holder to any periodic payment of interest prior to maturity. Step coupon bonds are high-quality issues with above-market interest rates and a coupon that increases over the life of the bond. They may pay monthly,
semiannual, or annual interest payments. On the date of each coupon payment, the issuer decides whether to call the bond at par or whether to extend it until the next payment date at the new coupon rate. Pay-in-kind bonds normally give the issuer an
option to pay cash at a coupon payment date or give the holder of the security a similar bond with the same coupon rate and a face value equal to the amount of the coupon payment that would have been made. For purposes of the Funds restriction
on investing in income-producing securities, income-producing securities include securities that make periodic interest payments as well as those that make interest payments on a deferred basis or pay interest only at maturity (e.g., Treasury bills
or zero coupon bonds).
For federal income tax purposes, holders of zero coupon securities and step coupon securities are required to recognize income even
though the holders receive no cash payments of interest during the year. Similarly, holders of payment-in-kind securities must include in their gross income the value of securities they receive as interest. In order to qualify as a
regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (the Internal Revenue Code), and the regulations thereunder, the Fund must distribute its investment company taxable income,
including the original issue discount accrued on zero coupon or step coupon bonds and non-cash income from payment-in-kind securities. Because the Fund will not receive cash payments on a current basis with respect to accrued original-issue discount
on zero coupon bonds or step coupon bonds during the period before interest payments begin or may receive non-cash interest payments, in some years the Fund may have to distribute cash obtained from other sources in order to satisfy the distribution
requirements under the Internal Revenue Code. The Fund may obtain such cash from selling other portfolio holdings, which may cause the Fund to incur capital gains or losses on the sale. Additionally, these actions are likely to reduce the amount of
cash available for investment by the Fund, to reduce the assets to which Fund expenses could be allocated, and to reduce the rate of return for the Fund. In some circumstances, such sales might be necessary in order to satisfy cash distribution
requirements even though investment considerations might otherwise make it undesirable for the Fund to sell the securities at the time.
Generally, the
market prices of zero coupon, step coupon, and pay-in-kind securities are more volatile than the prices of securities that pay interest periodically and in cash and are likely to respond to changes in interest rates to a greater degree than other
types of debt securities having similar maturities and credit quality. Additionally, such securities may be subject to heightened credit and valuation risk.
Pass-Through Securities
The Fund may invest in various
types of pass-through securities, such as commercial and residential mortgage-backed securities, asset-backed securities, credit-linked trust certificates, traded custody receipts, and participation interests. A pass-through security is a share or
certificate of interest in a pool of debt obligations that have been repackaged by an intermediary, such as a bank or broker-dealer. The purchaser of a pass-through security receives an undivided interest in the underlying pool of securities. The
issuers of the underlying securities make interest and principal payments to the intermediary, which are passed through to purchasers, such as the Fund. The Fund may invest without limit in agency mortgage-related securities and other agency-related
pass through securities.
Agency Mortgage-Related Securities. The most common type of pass-through securities is mortgage-backed
securities. Government National Mortgage Association (Ginnie Mae) Certificates are mortgage-backed securities that evidence an
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undivided interest in a pool of mortgage loans. Ginnie Mae Certificates differ from bonds in that principal is paid back monthly by the borrowers over the term of the loan rather than returned in
a lump sum at maturity. The Fund will generally purchase modified pass-through Ginnie Mae Certificates, which entitle the holder to receive a share of all interest and principal payments paid and owned on the mortgage pool, net of fees
paid to the issuer and Ginnie Mae, regardless of whether or not the mortgagor actually makes the payment. Ginnie Mae Certificates are backed as to the timely payment of principal and interest by the full faith and credit of the U.S.
Government.
The Federal Home Loan Mortgage Corporation (Freddie Mac) issues two types of mortgage pass-through securities: mortgage
participation certificates (PCs) and guaranteed mortgage certificates (GMCs). PCs resemble Ginnie Mae Certificates in that each PC represents a pro rata share of all interest and principal payments made and owned on the
underlying pool. Freddie Mac guarantees timely payments of interest on PCs and the full return of principal. GMCs also represent a pro rata interest in a pool of mortgages. However, these instruments pay interest semiannually and return principal
once a year in guaranteed minimum payments. This type of security is guaranteed by Freddie Mac as to timely payment of principal and interest, but it is not guaranteed by the full faith and credit of the U.S. Government.
The Federal National Mortgage Association (Fannie Mae) issues guaranteed mortgage pass-through certificates (Fannie Mae Certificates).
Fannie Mae Certificates resemble Ginnie Mae Certificates in that each Fannie Mae Certificate represents a pro rata share of all interest and principal payments made and owned on the underlying pool. This type of security is guaranteed by Fannie Mae
as to timely payment of principal and interest, but it is not guaranteed by the full faith and credit of the U.S. Government.
In September 2008, the
Federal Housing Finance Agency (FHFA), an agency of the U.S. Government, placed Fannie Mae and Freddie Mac under conservatorship. Under the conservatorship, the management of Fannie Mae and Freddie Mac was replaced. Since 2008, Fannie
Mae and Freddie Mac have received capital support through U.S. Treasury preferred stock purchases and Treasury and Federal Reserve purchases of their mortgage-backed securities. The FHFA and the U.S. Treasury have imposed strict limits on the size
of these entities mortgage portfolios. The FHFA has the power to cancel any contract entered into by Fannie Mae and Freddie Mac prior to FHFAs appointment as conservator or receiver, including the guarantee obligations of Fannie Mae and
Freddie Mac. As of the date of this SAI, Fannie Mae and Freddie Mac remain under conservatorship.
In addition, the future for Fannie Mae and Freddie Mac
is uncertain as the U.S. Government is considering multiple options, ranging on a spectrum from significant reform, nationalization, privatization, consolidation, to outright elimination of these entities. Congress is considering several pieces of
legislation that would reform Fannie Mae and Freddie Mac, proposing to address their structure, mission, portfolio limits, and guarantee fees, among other issues. Fannie Mae and Freddie Mac also are the subject of several continuing legal actions
and investigations over certain accounting, disclosure, and corporate governance matters, which (along with any resulting financial restatements) may continue to have an adverse effect on these guaranteeing entities.
Except for GMCs, each of the mortgage-backed securities described above is characterized by monthly payments to the holder, reflecting the monthly payments
made by the borrowers who received the underlying mortgage loans. The payments to the security holders (such as the Fund), like the payments on the underlying loans, represent both principal and interest. Although the underlying mortgage loans are
for specified periods of time, such as 20 or 30 years, the borrowers can, and typically do, pay them off sooner. Thus, the security holders frequently receive prepayments of principal in addition to the principal that is part of the regular monthly
payments. The portfolio manager will consider estimated prepayment rates in calculating the average-weighted maturity of the Fund, if relevant. A borrower is more likely to prepay a mortgage that bears a
relatively high rate of interest. This means that in times of declining interest rates, higher yielding mortgage-backed securities held by the Fund might be converted to cash, and the Fund will be forced to accept lower interest rates when that cash
is used to purchase additional securities in the mortgage-backed securities sector or in other investment sectors. Additionally, prepayments during such periods will limit the Funds ability to participate in as large a market gain as may be
experienced with a comparable security not subject to prepayment.
The Funds investments in mortgage-backed securities may be backed by subprime
mortgages. Subprime mortgages are loans made to borrowers with weakened credit histories or with a lower capacity to make timely payments on their mortgages. Investments in mortgage-backed securities comprised of subprime mortgages may be subject to
a higher degree of credit risk, valuation risk, and liquidity risk.
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The Fund may invest up to 5% in non-agency mortgage-backed securities, which are not backed by the full faith and
credit of the U.S. Government and must rely on the creditworthiness of the issuer and the underlying mortgages for repayment.
Asset-Backed
Securities. The Fund may invest up to 20% in asset-backed securities that are rated investment grade or of comparable quality as determined by Janus Capital and up to 5% in asset-backed securities that are rated below investment
grade. Asset-backed securities represent interests in pools of consumer loans and are backed by paper or accounts receivables originated by banks, credit card companies, or other providers of credit.
Asset-backed securities are created from many types of assets such as auto loans, accounts receivable such as credit card receivables and hospital account receivables, home equity loans, student loans, boat
loans, mobile home loans, recreational vehicle loans, manufactured housing loans, aircraft leases, computer leases, and syndicated bank loans. Generally, the originating bank or credit provider is neither the obligor nor the guarantor of the
security, and interest and principal payments ultimately depend upon payment of the underlying loans by individuals. Tax-exempt asset-backed securities include units of beneficial interests in pools of purchase contracts, financing leases, and sales
agreements that may be created when a municipality enters into an installment purchase contract or lease with a vendor. Such securities may be secured by the assets purchased or leased by the municipality; however, if the municipality stops making
payments, there generally will be no recourse against the vendor. The market for tax-exempt, asset-backed securities is still relatively new. These obligations are likely to involve unscheduled prepayments of principal.
Commercial Mortgage-Backed Securities. The Fund may invest in commercial mortgage-backed securities. Commercial mortgage-backed securities
include securities that reflect an interest in, and are secured by, mortgage loans on commercial real property. Many of the risks of investing in commercial mortgage-backed securities reflect the risks of investing in the real estate securing the
underlying mortgage loans. These risks reflect the effects of local and other economic conditions on real estate markets, the ability of tenants to make loan payments, and the ability of a property to attract and retain tenants. Commercial
mortgage-backed securities may be less liquid and exhibit greater price volatility than other types of mortgage- or asset-backed securities.
Other
Mortgage-Related Securities. Other mortgage-related securities in which the Fund may invest include securities other than those described above that directly or indirectly represent a participation in, or are secured by and payable
from, mortgage loans on real property, including equity or debt securities issued by agencies or instrumentalities of the U.S. Government. In addition, the Fund may invest in any combination of mortgage-related interest-only or principal-only debt.
Mortgage-related securities include, among other things, securities that reflect an interest in reverse mortgages. In a reverse mortgage, a lender makes a
loan to a homeowner based on the homeowners equity in his or her home. While a homeowner must be age 62 or older to qualify for a reverse mortgage, reverse mortgages may have no income restrictions. Repayment of the interest or principal for
the loan is generally not required until the homeowner dies, sells the home, or ceases to use the home as his or her primary residence.
There are three
general types of reverse mortgages: (1) single-purpose reverse mortgages, which are offered by certain state and local government agencies and nonprofit organizations; (2) federally-insured reverse mortgages, which are backed by the U.S.
Department of Housing and Urban Development; and (3) proprietary reverse mortgages, which are privately offered loans. A mortgage-related security may be backed by a single type of reverse mortgage. Reverse mortgage-related securities include
agency and privately issued mortgage-related securities. The principal government guarantor of reverse mortgage-related securities is Ginnie Mae.
Reverse
mortgage-related securities may be subject to risks different than other types of mortgage-related securities due to the unique nature of the underlying loans. The date of repayment for such loans is uncertain and may occur sooner or later than
anticipated. The timing of payments for the corresponding mortgage-related security may be uncertain. Because reverse mortgages are offered only to persons 62 and older and there may be no income restrictions, the loans may react differently than
traditional home loans to market events.
Stripped Mortgage-Backed Securities. The Fund may invest in stripped mortgage-backed securities
(SMBS), which are derivative multi-class mortgage securities, and issued by agencies or instrumentalities of the U.S. Government.
SMBS are
usually structured with two classes that receive different proportions of the interest and principal distributions on a pool of mortgage assets. A common type of SMBS will have one class receiving some of the interest and most of the principal from
the mortgage assets, while the other class will receive most of the interest and the remainder of the principal. In the most extreme case, one class will receive all of the interest (the IO class), while the other class will receive all
of the principal (the principal-only or PO class). The yield to maturity on an IO class is extremely sensitive to the rate of principal payments
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(including pre-payments) on the related underlying mortgage assets, and a rapid rate of principal payments may have a material adverse effect on the Funds yield to maturity from these
securities. If the underlying mortgage assets experience greater than anticipated pre-payments of principal, the Fund may fail to recoup some or all of its initial investment in these securities even if the security is in one of the highest rating
categories.
CMO Residuals. The Fund may invest in CMO residuals issued by agencies or instrumentalities of the U.S. Government. CMO
residuals are mortgage securities issued by agencies or instrumentalities of the U.S. Government or by private originators of, or investors in, mortgage loans, including savings and loan associations, homebuilders, mortgage banks, commercial banks,
investment banks and special purpose entities of the foregoing.
The cash flow generated by the mortgage assets underlying a series of CMOs is applied
first to make required payments of principal and interest on the CMOs and second to pay the related administrative expenses and any management fee of the issuer. The residual in a CMO structure generally represents the interest in any excess cash
flow remaining after making the foregoing payments. Each payment of such excess cash flow to a holder of the related CMO residual represents income and/or a return of capital. The amount of residual cash flow resulting from a CMO will depend on,
among other things, the characteristics of the mortgage assets, the coupon rate of each class of CMO, prevailing interest rates, the amount of administrative expenses and the pre-payment experience on the mortgage assets. In particular, the yield to
maturity on CMO residuals is extremely sensitive to pre-payments on the related underlying mortgage assets, in the same manner as an IO class of stripped mortgage-backed securities. In addition, if a series of a CMO includes a class that bears
interest at an adjustable rate, the yield to maturity on the related CMO residual will also be extremely sensitive to changes in the level of the index upon which interest rate adjustments are based. As described above with respect to stripped
mortgage-backed securities, in certain circumstances the Fund may fail to recoup fully its initial investment in a CMO residual.
CMO residuals are
generally purchased and sold by institutional investors through several investment banking firms acting as brokers or dealers. Transactions in CMO residuals are generally completed only after careful review of the characteristics of the securities
in question. In addition, CMO residuals may, or pursuant to an exemption therefrom, may not have been registered under the 1933 Act. CMO residuals, whether or not registered under the 1933 Act, may be subject to certain restrictions on
transferability, and may be deemed illiquid and subject to the Funds limitations on investment in illiquid securities.
Adjustable
Rate Mortgage-Backed Securities. The Fund may invest in adjustable rate mortgage-backed securities (ARMBS), which have interest rates that reset at periodic intervals. Such ARMBS generally have higher current yield and
lower price fluctuations than is the case with more traditional fixed-income debt securities of comparable rating and maturity. In addition, when prepayments of principal are made on the underlying mortgages during periods of rising interest rates,
the Fund can reinvest the proceeds of such prepayments at rates higher than those at which they were previously invested. Mortgages underlying most ARMBS, however, have limits on the allowable annual or lifetime increases that can be made in the
interest rate that the mortgagor pays. Therefore, if current interest rates rise above such limits over the period of the limitation, the Fund, when holding an ARMBS, does not benefit from further increases in interest rates. Moreover, when interest
rates are in excess of coupon rates (i.e., the rates being paid by mortgagors) of the mortgages, ARMBS behave more like fixed-income securities and less like adjustable rate securities and are subject to the risks associated with fixed-income
securities. In addition, during periods of rising interest rates, increases in the coupon rate of adjustable rate mortgages generally lag current market interest rates slightly, thereby creating the potential for capital depreciation on such
securities.
Other Types of Pass-Through Securities. The Fund also may invest in other types of pass-through securities, such as credit-linked trust certificates, traded custody receipts, and participation interests. Holders of the interests are entitled to receive distributions of interest, principal, and other payments on each of the
underlying debt securities (less expenses), and in some cases distributions of the underlying debt securities. The underlying debt securities have a specified maturity but are subject to prepayment risk because if an issuer prepays the principal,
the Fund may have additional cash to invest at a time when prevailing interest rates have declined and reinvestment of such additional funds is made at a lower rate. The value of the underlying debt securities may change due to changes in market
interest rates. If interest rates rise, the value of the underlying debt securities, and therefore the value of the pass-through security, may decline. If the underlying debt securities are high-yield securities, the risks associated with
high-yield/high-risk securities discussed in this SAI and in the Funds Prospectus may apply.
Investment Company Securities
The Fund may invest in securities of other investment companies, subject to the provisions of the 1940 Act and any applicable SEC exemptive orders.
Section 12(d)(1) of the 1940 Act prohibits the Fund from acquiring: (i) more than 3% of another investment
19
companys voting stock; (ii) securities of another investment company with a value in excess of 5% of the Funds total assets; or (iii) securities of such other investment
company and all other investment companies owned by the Fund having a value in excess of 10% of the Funds total assets (the Section 12(d)(1) Limits). In addition, Section 12(d)(1) prohibits another investment company from
selling its shares to the Fund if, after the sale: (i) the Fund owns more than 3% of the other investment companys voting stock or (ii) the Fund and other investment companies, and companies controlled by them, own more than 10% of
the voting stock of such other investment company. The Fund may invest its cash holdings in affiliated or non-affiliated money market funds as part of a cash sweep program. The Fund may purchase unlimited shares of affiliated or non-affiliated money
market funds and of other funds managed by Janus Capital, whether registered or unregistered entities, as permitted by the 1940 Act and rules promulgated thereunder and/or an SEC exemptive order. To the extent the Fund invests in money market funds
or other funds, the Fund will be subject to the same risks that investors experience when investing in such other funds. These risks may include the impact of significant fluctuations in assets as a result of the cash sweep program or purchase and
redemption activity by affiliated or non-affiliated shareholders in such other funds. Additionally, to the extent that Janus Capital serves as the investment adviser to underlying funds or investment vehicles in which the Fund may invest, Janus
Capital may have conflicting interests in fulfilling its fiduciary duties to both the Fund and the underlying funds or investment vehicles.
Investment
companies may include index-based investments such as exchange-traded funds (ETFs), which hold substantially all of their assets in investments representing specific indices. The main risk of investing in index-based investments is the
same as investing in a portfolio of investments comprising the index. Index-based investments may not replicate exactly the performance of their specific index because of transaction costs and because of the temporary unavailability of certain
component securities of the index.
Some ETFs have obtained exemptive orders permitting other investment companies, such as the Fund, to acquire their
securities in excess of the limits of Section 12(d)(1) the 1940 Act. The Fund may rely on this relief to invest in these ETFs in excess of the Section 12(d)(1) Limits. In addition, the Fund may invest in other investment companies in
excess of the Section 12(d)(1) Limits in accordance with the provisions of Sections 12(d)(1)(F) or (G) of the 1940 Act, which provide certain exemptions from the Section 12(d)(1) Limits.
The Fund has obtained exemptive relief from the SEC permitting the Fund to sell, and other investment companies to acquire, shares in the Fund in excess of the
limits imposed by Section 12(d)(1) of the 1940 Act. This exemptive relief is conditioned, among other things, on the Fund refraining from acquiring securities of an investment company, or certain private investment pools, in excess of the
Section 12(d)(1) Limits. Consequently, if the Fund sells its shares to other investment companies in accordance with its exemptive relief, it will refrain from purchasing shares of ETFs, other registered investment companies, or private
investment pools in excess of the limits imposed by Section 12(d)(1). Notwithstanding this limitation, the Fund may still invest in other investment companies in excess of the Section 12(d)(1) Limits in order to engage in certain
short-term cash management activities or to invest in a master fund pursuant to the Funds non-fundamental investment policy that permits the Fund to invest all of its assets in the securities of a single open-end management investment company
with substantially the same fundamental investment objectives, policies, and limitations as the Fund.
Exchange-Traded Funds Risk
The Fund may invest in ETFs to gain exposure to a particular portion of the market, to assist with cash management and/or to manage duration. ETFs are
typically open-end investment companies, which may seek to track the performance of a specific index or be actively managed. ETFs are traded on a national securities exchange at market prices that may vary
from the net asset value of their underlying investments. Accordingly, there may be times when an ETF trades at a premium or discount. When the Fund invests in an ETF, in addition to directly bearing the expenses associated with its own operations,
it will bear a pro rata portion of the ETFs expenses. The Fund is also subject to the risks associated with the securities in which the ETF invests.
Exchange-Traded Notes
The Fund may invest in
exchange-traded notes (ETNs), which are senior, unsecured, unsubordinated debt securities whose returns are linked to a particular index and provide exposure to the total returns of various market indices, including indices linked to
stocks, bonds, commodities, and currencies. This type of debt security differs from other types of bonds and notes. ETN returns are based upon the performance of a market index minus applicable fees; no period coupon payments are distributed and no
principal protections exist. ETNs do not pay cash distributions. Instead, the value of dividends, interest, and investment gains are captured in the Funds total return. The Fund may invest in these securities when desiring exposure to debt
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securities or commodities. When evaluating ETNs for investment, Janus Capital will consider the potential risks involved, expected tax efficiency, rate of return, and credit risk. As senior debt
securities, ETNs rank above the issuing companys other securities in the event of a bankruptcy or liquidation, which means the Fund would be in line to receive repayment of its investment before certain of the companys other creditors.
When the Fund invests in ETNs, it will bear its proportionate share of any fees and expenses borne by the ETN. There may be restrictions on the Funds right to redeem its investment in an ETN, which are meant to be held until maturity. The
Funds decision to sell its ETN holdings may be limited by the availability of a secondary market.
Depositary Receipts
The Fund may invest in sponsored and unsponsored American Depositary Receipts (ADRs), which are receipts issued by an American bank or trust
company evidencing ownership of underlying securities issued by a foreign issuer. ADRs, in registered form, are designed for use in U.S. securities markets. Unsponsored ADRs may be created without the participation of the foreign issuer. Holders of
these ADRs generally bear all the costs of the ADR facility, whereas foreign issuers typically bear certain costs in a sponsored ADR. The bank or trust company depositary of an unsponsored ADR may be under no obligation to distribute shareholder
communications received from the foreign issuer or to pass through voting rights. The Fund may also invest in European Depositary Receipts (EDRs), Global Depositary Receipts (GDRs), and in other similar instruments
representing securities of foreign companies. EDRs and GDRs are securities that are typically issued by foreign banks or foreign trust companies, although U.S. banks or U.S. trust companies may issue them. EDRs and GDRs are structured similarly to
the arrangements of ADRs. EDRs, in bearer form, are designed for use in European securities markets.
Depositary receipts are generally subject to the same
sort of risks as direct investments in a foreign country, such as currency risk, political and economic risk, regulatory risk, market risk, and geographic investment risk, because their values depend on the performance of a foreign security
denominated in its home currency. The risks of foreign investing are addressed in some detail in the Funds Prospectus.
U.S. Government
Securities
To the extent permitted by its investment objective and policies, the Fund may invest in U.S. Government securities. The 1940 Act
defines U.S. Government securities to include securities issued or guaranteed by the U.S. Government, its agencies, and its instrumentalities. U.S. Government securities may also include repurchase agreements collateralized by and municipal
securities escrowed with or refunded with U.S. Government securities. U.S. Government securities in which the Fund may invest include U.S. Treasury securities, including Treasury Inflation-Protected Securities (TIPS), U.S. Treasury inflation-indexed bonds or inflation-indexed bonds issued by the U.S. government, Treasury bills, notes, and bonds, and obligations issued or guaranteed by U.S. Government agencies and instrumentalities that are
backed by the full faith and credit of the U.S. Government, such as those issued or guaranteed by the Small Business Administration, Maritime Administration, Export-Import Bank of the United States, Farmers Home Administration, Federal Housing
Administration, and Ginnie Mae. In addition, U.S. Government securities in which the Fund may invest include securities backed only by the rights of the issuers to borrow from the U.S. Treasury, such as those issued by the members of the
Federal Farm Credit System, Federal Intermediate Credit Banks, Tennessee Valley Authority, and Freddie Mac. Securities issued by Fannie Mae, the Federal Home Loan Banks, and the Student Loan Marketing Association (Sallie Mae) are
supported by the discretionary authority of the U.S. Government to purchase the obligations. There is no guarantee that the U.S. Government will support securities not backed by its full faith and credit. Accordingly, although these securities have
historically involved little risk of loss of principal if held to maturity, they may involve more risk than securities backed by the full faith and credit of the U.S. Government because the Fund must look principally to the agency or instrumentality
issuing or guaranteeing the securities for repayment and may not be able to assert a claim against the United States if the agency or instrumentality does not meet its commitment.
Because of the rising U.S. Government debt burden, it is possible that the U.S. Government may not be able to meet its financial obligations or that securities
issued or backed by the U.S. Government may experience credit downgrades. Such a credit event may adversely affect the financial markets.
Inflation-Linked Securities
The Fund may invest in
inflation-indexed bonds, including municipal inflation-indexed bonds, inflation-indexed bonds issued by foreign governments, and corporate inflation-indexed bonds, or in derivatives that are linked to these securities.
Inflation-linked bonds are fixed-income securities that have a principal value that is periodically adjusted according to the rate of inflation. If an index measuring inflation falls, the principal value of
inflation-indexed bonds will typically be adjusted downward, and
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consequently the interest payable on these securities (calculated with respect to a smaller principal amount) will be reduced. Because of their inflation adjustment feature, inflation-linked
bonds typically have lower yields than conventional fixed-rate bonds. In addition, inflation-linked bonds also normally decline in price when real interest rates rise. In the event of deflation, when prices decline over time, the principal and
income of inflation-linked bonds would likely decline, resulting in losses to the Fund.
In the case of Treasury Inflation-Protected Securities, also known
as TIPS, repayment of original bond principal upon maturity (as adjusted for inflation) is guaranteed by the U.S. Treasury. For inflation-linked bonds that do not provide a similar guarantee, the adjusted principal value of the inflation-linked bond
repaid at maturity may be less than the original principal. Inflation-linked bonds may also be issued by, or related to, sovereign governments of other developed countries, emerging market countries, or
companies or other entities not affiliated with governments.
Municipal Obligations
The Fund may invest in municipal obligations issued by states, territories, and possessions of the United States and the District of Columbia. The municipal
obligations which the Fund may purchase include general obligation bonds and limited obligation bonds (or revenue bonds) and private activity bonds. In addition, the Fund may invest in securities issued by entities whose underlying assets are
municipal bonds. General obligation bonds are obligations involving the credit of an issuer possessing taxing power and are payable from such issuers general revenues and not from any particular source. Limited obligation bonds are payable
only from the revenues derived from a particular facility or class of facilities or, in some cases, from the proceeds of a special excise or other specific revenue source. Tax-exempt private activity bonds generally are also revenue bonds and thus
are not payable from the issuers general revenues.
The value of municipal obligations can be affected by changes in their actual or perceived
credit quality. The credit quality of municipal obligations can be affected by, among other things, the financial condition of the issuer or guarantor, the issuers current financial obligations, the issuers future borrowing plans and
sources of revenue, the economic feasibility of the revenue bond project or general borrowing purpose, political or economic developments in the region where the security is issued, and the liquidity of the security. Because municipal securities are
generally traded over-the-counter, the liquidity of a particular issue often depends on the willingness of dealers to make a market in the security. The liquidity of some municipal obligations may be enhanced by demand features, which would enable
the Fund to demand payment on short notice from the issuer or a financial intermediary.
The Fund may invest in longer-term municipal obligations that
give the investor the right to put or sell the security at par (face value) within a specified number of days following the investors request usually one to seven days. This demand feature enhances a securitys
liquidity by shortening its effective maturity and enables it to trade at a price equal to or very close to par. If a demand feature terminates prior to being exercised, the Fund would hold the longer-term security, which could experience
substantially more volatility.
Pre-Refunded Municipal Bonds. The Fund may invest in pre-refunded municipal bonds. Pre-refunded municipal
bonds are tax-exempt bonds that have been refunded to a call date prior to the final maturity of principal, or, in the case of pre-refunded municipal bonds commonly referred to as escrowed-to-maturity
bonds, to the final maturity of principal, and remain outstanding in the municipal market. The payment of principal and interest of the pre-refunded municipal bonds held by the Fund is funded from securities in a designated escrow account that
holds U.S. Treasury securities or other obligations of the U.S. Government (including its agencies and instrumentalities). As the payment of principal and interest is generated from securities held in an escrow account established by the
municipality and an independent escrow agent, the pledge of the municipality has been fulfilled and the original pledge of revenue by the municipality is no longer in place. The escrow account securities pledged to pay the principal and interest of
the pre-refunded municipal bond do not guarantee the price movement of the bond before maturity. Issuers of municipal bonds refund in advance of maturity the outstanding higher cost debt and issue new, lower cost debt, placing the proceeds of the
lower cost issuance into an escrow account to pre-refund the older, higher cost debt. Investments in pre-refunded municipal bonds held by the Fund may subject the Fund to interest rate risk, market risk and credit risk. In addition, while a
secondary market exists for pre-refunded municipal bonds, if the Fund sells pre-refunded municipal bonds prior to maturity, the price received may be more or less than the original cost, depending on market conditions at the time of sale. The 2017
legislation commonly known as the Tax Cuts and Jobs Act repealed the exclusion from gross income for interest paid on pre-refunded municipal securities effective for such bonds issued after December 31, 2017.
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Municipal Lease Obligations. The Fund may invest in municipal lease obligations. Municipal
leases are instruments, or participations in instruments, issued in connection with lease obligations or installment purchase contract obligations of municipalities. Although municipal lease obligations do not constitute general obligations of the
issuing municipality, a lease obligation may be backed by the municipalitys covenant to budget for, appropriate funds for and make the payments due under the lease obligation. However, certain municipal lease obligations contain
non-appropriation clauses, which provide that the municipality has no obligation to make lease or installment purchase payments in future years unless money is appropriated for such purpose in the relevant years. In deciding whether to
purchase a lease obligation, the Fund will assess the financial condition of the borrower, the merits of the project, the level of public support for the project, and the legislative history of lease financing in the state. Municipal lease
obligations may be less readily marketable than other municipal securities.
Projects financed with certificates of participation generally are not subject
to state constitutional debt limitations or other statutory requirements that may apply to other municipal securities. Payments by the public entity on the obligation underlying the certificates are derived from available revenue sources. That
revenue might be diverted to the funding of other municipal service projects. Payments of interest and/or principal with respect to the certificates are not guaranteed and do not constitute an obligation of a state or any of its political
subdivisions.
The Fund may purchase unrated municipal lease obligations if determined by Janus Capital to be of comparable quality to rated securities in
which the Fund is permitted to invest. The Fund may also acquire illiquid municipal lease obligations, subject to the Funds investment restrictions with respect to illiquid securities generally.
Municipal Warrants. The Fund may invest in municipal warrants, which are essentially call options on municipal obligations. In exchange for a
premium, municipal warrants give the purchaser the right, but not the obligation, to purchase a municipal obligation in the future. The Fund may purchase a warrant to lock in forward supply in an environment where the current issuance of bonds is
sharply reduced.
Municipal Obligations with Credit Enhancements. The Fund may invest in municipal obligations with credit enhancements
such as letters of credit, municipal bond insurance and Standby Bond Purchase Agreements (SBPAs). Letters of credit are issued by a third party, usually a bank, to enhance liquidity and ensure repayment of principal and any accrued
interest if the underlying municipal obligation should default. Municipal bond insurance, which is usually purchased by the bond issuer from a private, nongovernmental insurance company, provides an unconditional and irrevocable guarantee that the
insured bonds principal and interest will be paid when due. Insurance does not guarantee the price of the bond or the share price of any fund. The credit rating of an insured bond reflects the credit rating of the insurer, based on its
claims-paying ability. The obligation of a municipal bond insurance company to pay a claim extends over the life of each insured bond. Although defaults on insured municipal obligations have been low to date and municipal bond insurers have met
their claims, there is no assurance this will continue. A higher-than-expected default rate could strain the insurers loss reserves and adversely affect its ability to pay claims to bondholders. A significant portion of insured municipal
obligations that have been issued and are outstanding are insured by a small number of insurance companies, so an event involving one or more of these insurance companies, such as a credit rating downgrade, could have a significant adverse effect on
the value of the municipal obligation insured by that insurance company and on the municipal obligation markets as a whole. Downgrades of certain insurance companies have negatively impacted the price of certain insured municipal obligations. Given
the large number of potential claims against the insurers of municipal obligations, there is a risk that they will not be able to meet all future claims. An SBPA is a liquidity facility provided to pay the purchase price of bonds that cannot be
re-marketed. The obligation of the liquidity provider (usually a bank) is only to advance funds to purchase tendered bonds that cannot be remarketed and does not cover principal or interest under any other circumstances. The liquidity
providers obligations under the SBPA are usually subject to numerous conditions, including the continued creditworthiness of the underlying borrower.
Residual Interest Bonds. The Fund may invest in Residual Interest Bonds (RIBs), which brokers create by depositing a municipal
obligation in a trust. The trust in turn issues a variable rate security and RIBs. The interest rate for the variable rate security is determined by the remarketing broker-dealer, while the RIB holder receives the balance of the income from the
underlying municipal obligation. Therefore, rising short-term interest rates result in lower income for the RIB, and vice versa. An investment in a RIB typically will involve greater risk than an investment in a fixed rate bond. RIBs have interest
rates that bear an inverse relationship to the interest rate on another security or the value of an index. Because increases in the interest rate on the other security or index reduce the residual interest paid on a RIB, the value of a RIB is
generally more volatile than that of a fixed rate bond. RIBs have interest rate adjustment formulas that generally reduce or, in the extreme, eliminate the interest paid
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to the Fund when short-term interest rates rise, and increase the interest paid to the Fund when short-term interest rates fall. RIBs have varying degrees of liquidity that approximate the
liquidity of the underlying bond(s), and the market price for these securities is volatile. Accordingly, RIBs can be very volatile and may be less liquid than other municipal obligations of comparable maturity. These securities will generally
underperform the market of fixed rate bonds in a rising interest rate environment, but tend to outperform the market of fixed rate bonds when interest rates decline or remain relatively stable. Although volatile, RIBs typically offer the potential
for yields exceeding the yields available on fixed rate bonds with comparable credit quality, coupon, call provisions and maturity.
Custodial
Receipts. The Fund may purchase custodial receipts representing the right to receive either the principal amount or the periodic interest payments or both with respect to specific underlying municipal obligations. In a typical
custodial receipt arrangement, an issuer or third party owner of municipal obligations deposits the bonds with a custodian in exchange for two classes of custodial receipts. The two classes have different characteristics, but, in each case, payments
on the two classes are based on payments received on the underlying municipal obligations. In no event will the aggregate interest paid with respect to the two classes exceed the interest paid by the underlying municipal obligation. Custodial
receipts are sold in private placements. The value of a custodial receipt may fluctuate more than the value of a municipal obligation of comparable quality and maturity.
Build America Bonds. The Fund may invest in Build America Bonds. The American Recovery and Reinvestment Act of 2009 created Build America
Bonds, which allowed state and local governments to issue taxable bonds to finance any capital expenditures for which they otherwise could issue tax-exempt governmental bonds. State and local governments received a federal subsidy payment for a
portion of their borrowing costs on these bonds equal to 35% of the total coupon interest paid to investors. The municipality could elect to either take the federal subsidy or it can pass a 35% tax credit along to bondholders. Investments in these
bonds will result in taxable interest income and the Fund may elect to pass through to shareholders any corresponding tax credits. The tax credits can generally be used to offset federal income taxes and the alternative minimum tax, but those tax
credits are generally not refundable.
Other Income-Producing Securities
Other types of income-producing securities that the Fund may purchase may include the following types of securities:
Inverse Floaters. Inverse floaters are debt instruments whose interest bears an inverse relationship to the interest rate on another
security. The Fund will not invest more than 5% of its assets in inverse floaters. Similar to variable and floating rate obligations, effective use of inverse floaters requires skills different from those needed to select most portfolio securities.
If movements in interest rates are incorrectly anticipated, the Fund could lose money, or its NAV could decline by the use of inverse floaters.
When-Issued, Delayed Delivery and Forward Commitment Transactions. The Fund may purchase or sell securities on a when-issued, delayed
delivery, or forward commitment basis.
When purchasing a security on a when-issued, delayed delivery, or forward commitment basis, the Fund assumes the
rights and risks of ownership of the security, including the risk of price and yield fluctuations, and takes such fluctuations into account when determining its net asset value. Because the Fund is not required to pay for the security until the
delivery date, these risks are in addition to the risks associated with the Funds other investments. If the other party to a transaction fails to deliver the securities, the Fund could miss a favorable price or yield opportunity. If the Fund
remains substantially fully invested at a time when when-issued, delayed delivery, or forward commitment purchases are outstanding, the purchases may result in a form of leverage.
When the Fund has sold a security on a when-issued, delayed delivery, or forward commitment basis, the Fund does not participate in future gains or losses with
respect to the security. If the other party to a transaction fails to pay for the securities, the Fund could suffer a loss. Additionally, when selling a security on a when-issued, delayed delivery, or forward commitment basis without owning the
security, the Fund will incur a loss if the securitys price appreciates in value such that the securitys price is above the agreed upon price on the settlement date.
The Fund may dispose of or renegotiate a transaction after it is entered into, and may purchase or sell when-issued, delayed delivery or forward commitment
securities before the settlement date, which may result in a gain or loss.
To facilitate TBA commitments, the Fund is required to segregate or otherwise
earmark liquid assets marked to market daily in an amount at least equal to such TBA commitments. Rules of the Financial Industry Regulatory Authority (FINRA) which are expected to be effective in March 2020, include mandatory margin
requirements for TBA commitments which, in some
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circumstances, will require the Fund to also post collateral. These collateral requirements may increase costs associated with the Funds participation in the TBA market.
Standby commitments. Standby commitments are the rights to sell a specified underlying security or securities within a specified period of
time and at an exercise price equal to the amortized cost of the underlying security or securities plus accrued interest, if any, at the time of exercise, that may be sold, transferred, or assigned only with the underlying security or securities. A
standby commitment entitles the holder to receive same day settlement and will be considered to be from the party to whom the investment company will look for payment of the exercise price.
Strip bonds. Strip bonds are debt securities that are stripped of their interest (usually by a financial intermediary) after the securities
are issued. The market value of these securities generally fluctuates more in response to changes in interest rates than interest-paying securities of comparable maturity.
Tender option bonds. Tender option bonds are relatively long-term bonds that are coupled with the option to tender the securities to a bank,
broker-dealer, or other financial institution at periodic intervals and receive the face value of the bonds. This investment structure is commonly used as a means of enhancing a securitys liquidity.
The Fund will purchase standby commitments, tender option bonds, and instruments with demand features primarily for the purpose of increasing the liquidity of
its portfolio holdings.
Variable and floating rate obligations. These types of securities have variable or floating rates of interest
and, under certain limited circumstances, may have varying principal amounts. Variable and floating rate securities pay interest at rates that are adjusted periodically according to a specified formula, usually with reference to some interest rate
index or market interest rate (the underlying index). The floating rate tends to decrease the securitys price sensitivity to changes in interest rates. These types of securities are relatively long-term instruments that often carry
demand features permitting the holder to demand payment of principal at any time or at specified intervals prior to maturity.
In order to most effectively
use these investments, the portfolio manager must correctly assess probable movements in interest rates. This involves different skills than those used to select most portfolio securities. If the portfolio manager incorrectly forecasts such
movements, the Fund could be adversely affected by the use of variable or floating rate obligations.
Credit Spread Trades. The Fund may
invest in credit spread trades, which are investment positions relating to a difference in the prices or interest rates of two securities or currencies, where the value of the investment position is determined by movements in the difference between
the prices or interest rates, as the case may be, of the respective securities or currencies.
Repurchase and Reverse Repurchase Agreements
In a repurchase agreement, the Fund purchases an equity or fixed-income security and simultaneously commits to resell that security to the seller at an agreed
upon price on an agreed upon date within a number of days (usually not more than seven) from the date of purchase. The resale price consists of the purchase price plus an agreed upon incremental amount that is unrelated to the coupon rate or
maturity of the purchased security. A repurchase agreement involves the obligation of the seller to pay the agreed upon price, which obligation is in effect secured by the value (at least equal to the amount of the agreed upon resale price and
marked-to-market daily) of the underlying security or collateral. A risk associated with repurchase agreements is the failure of the seller to repurchase the securities as agreed, which may cause the Fund to suffer a loss if the market
value of such securities declines before they can be liquidated on the open market. In the event of bankruptcy or insolvency of the seller, the Fund may encounter delays and incur costs in liquidating the underlying security. In addition, the
collateral received in the repurchase transaction may become worthless. To the extent the Funds collateral focuses in one or more sectors, such as banks and financial services, the Fund is subject to increased risk as a result of that
exposure. Repurchase agreements that mature in more than seven days are subject to the 15% limit on illiquid investments. While it is not possible to eliminate all risks from these transactions, it is the policy of the Fund to limit repurchase
agreements to those parties whose creditworthiness has been reviewed and found satisfactory by Janus Capital. There is no guarantee that Janus Capitals analysis of the creditworthiness of the counterparty will be accurate, and the underlying
collateral involved in the transaction can expose the Fund to additional risk regardless of the creditworthiness of the parties involved in the transaction.
Reverse repurchase agreements are transactions in which the Fund sells an equity or fixed-income security and simultaneously commits to repurchase that
security from the buyer, such as a bank or broker-dealer, at an agreed upon price on an agreed upon future date. The resale price in a reverse repurchase agreement reflects a market rate of interest that is not related to the coupon
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rate or maturity of the sold security. For certain demand agreements, there is no agreed upon repurchase date and interest payments are calculated daily, often based upon the prevailing overnight
repurchase rate. The Fund will use the proceeds of reverse repurchase agreements only to satisfy unusually heavy redemption requests or for other temporary or emergency purposes without the necessity of selling portfolio securities, or to earn
additional income on portfolio securities, such as Treasury bills or notes.
Generally, a reverse repurchase agreement enables the Fund to recover for the
term of the reverse repurchase agreement all or most of the cash invested in the portfolio securities sold and to keep the interest income associated with those portfolio securities. Such transactions are only advantageous if the interest cost to
the Fund of the reverse repurchase transaction is less than the cost of obtaining the cash otherwise. In addition, interest costs on the money received in a reverse repurchase agreement may exceed the return received on the investments made by the
Fund with those monies. Using reverse repurchase agreements to earn additional income involves the risk that the interest earned on the invested proceeds is less than the expense of the reverse repurchase agreement transaction. This technique may
also have a leveraging effect on the Funds portfolio, although the Funds intent to segregate assets in the amount of the reverse repurchase agreement minimizes this effect. The Fund will enter into reverse repurchase agreements only with
parties that Janus Capital deems creditworthy. The Fund will limit its investments in reverse repurchase agreements to one-third or less of its total assets.
Sale-Buybacks. The Fund may effect simultaneous purchase and sale transactions that are known as sale-buybacks. A sale-buyback is similar to a reverse repurchase agreement, except that in a sale-buyback, the counterparty that purchases the security is entitled to receive any principal or interest payments made on the underlying
security pending settlement of the Funds repurchase of the underlying security. The Funds obligations under a sale-buyback typically would be offset by liquid assets equal in value to the amount of the Funds forward commitment to
repurchase the subject security.
Mortgage Dollar Rolls
The Fund may enter into mortgage dollar rolls, which are similar to reverse repurchase agreements in certain respects. In a mortgage dollar
roll transaction, the Fund sells a mortgage-related security (such as a Ginnie Mae security) to a dealer and simultaneously agrees to repurchase a similar security (but not the same security) in the future at a predetermined price. A
dollar roll can be viewed, like a reverse repurchase agreement, as a collateralized borrowing in which the Fund pledges a mortgage-related security to a dealer to obtain cash. Unlike in the case of reverse repurchase agreements, the
dealer with which the Fund enters into a dollar roll transaction is not obligated to return the same securities as those originally sold by the Fund, but only securities which are substantially identical. To be considered
substantially identical, the securities returned to the Fund generally must: (i) be collateralized by the same types of underlying mortgages; (ii) be issued by the same agency and be part of the same program; (iii) have a
similar original stated maturity; (iv) have identical net coupon rates; (v) have similar market yields (and, therefore, price); and (vi) satisfy good delivery requirements, meaning that the aggregate principal amounts of
the securities delivered and received back must be within 2.5% of the initial amount delivered.
Under certain circumstances, an underlying mortgage-backed
security that is part of a dollar roll transaction may be considered illiquid. During the roll period, the Fund foregoes principal and interest paid on the mortgage-backed security. The Fund is compensated by the difference between the current sale
price and the lower forward purchase price, often referred to as the drop, as well as the interest earned on the cash proceeds of the initial sale.
Successful use of mortgage dollar rolls depends on the Funds ability to predict mortgage supply dynamics, mortgage prepayments and short-term Federal
Reserve interest rate policy. Dollar roll transactions involve the risk that the market value of the securities the Fund is required to purchase may decline below the agreed upon repurchase price.
Bank Obligations. Bank obligations in which the Fund may invest include certificates of deposit, bankers acceptances, and fixed time
deposits. Certificates of deposit are negotiable certificates issued against funds deposited in a commercial bank for a definite period of time and earning a specified return. Bankers acceptances are negotiable drafts or bills of exchange,
normally drawn by an importer or exporter to pay for specific merchandise, which are accepted by a bank, meaning, in effect, that the bank unconditionally agrees to pay the face value of the instrument on maturity. Fixed time deposits
are bank obligations payable at a stated maturity date and bearing interest at a fixed rate. Fixed time deposits may be withdrawn on demand by the investor, but may be subject to early withdrawal penalties which vary depending upon market conditions
and the remaining maturity of the obligation. There are no contractual restrictions on the right to transfer a beneficial interest in a fixed time deposit to a third party, although there is no market for such deposits.
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Bank Capital Securities. The Fund may invest in bank capital securities. Bank capital
securities are issued by banks to help fulfill their regulatory capital requirements. There are two common types of bank capital: Tier I and Tier II. Bank capital is generally, but not always, of investment grade quality. Tier I securities
often take the form of trust preferred securities. Tier II securities are commonly thought of as hybrids of debt and preferred stock, are often perpetual (with no maturity date), callable and, under certain conditions, allow for the issuer bank to
withhold payment of interest until a later date.
Trade Claims. The Fund may purchase trade claims and similar obligations or claims
against companies in bankruptcy proceedings. Trade claims are non-securitized rights of payment arising from obligations that typically arise when vendors and suppliers extend credit to a company by offering payment terms for products and services.
If the company files for bankruptcy, payments on these trade claims stop and the claims are subject to compromise along with the other debts of the company. Trade claims may be purchased directly from the creditor or through brokers. Trade claims
are illiquid investments which generally do not pay interest and are typically unsecured. There can be no guarantee that a debtor will ever be able to satisfy its trade claim obligations. Additionally, there can be restrictions on the purchase,
sale, and/or transferability of trade claims during all or part of a bankruptcy proceeding.
Floating Rate Loans. The Fund may invest in
secured and unsecured floating rate loans. Floating rate loans typically are negotiated, structured, and originated by a bank or other financial institution (an agent) for a lending group or syndicate of financial
institutions. In most cases, the Fund relies on the agent to assert appropriate creditor remedies against the borrower. The agent may not have the same interests as the Fund, and the agent may determine to waive certain covenants contained in the
loan agreement that the Fund would not otherwise have determined to waive. The typical practice of an agent relying on reports from a borrower about its financial condition may involve a risk of fraud by a borrower. In addition, if an agent becomes
insolvent or carries out its duties improperly, the Fund may experience delays in realizing payment and/or risk loss of principal and/or income on its floating rate loan investments. The investment team performs a credit analysis on the borrower but
typically does not perform a credit analysis on the agent or other intermediate participants.
Floating rate loans have interest rates that adjust
periodically and are tied to a benchmark lending rate such as the London Interbank Offered Rate (LIBOR). LIBOR is a short-term interest rate that banks charge one another and is generally representative of the most competitive and
current cash rates. On July 27, 2017, the head of the United Kingdoms Financial Conduct Authority announced a desire to phase out the use of LIBOR by the end of 2021. There remains uncertainty regarding the future utilization of LIBOR and the
nature of any replacement rate. As a result, any impact of a transition away from LIBOR on a Fund or the instruments in which a Fund invests cannot yet be determined. In other cases, the lending rate could be tied to the prime rate offered by one or
more major U.S. banks (Prime Rate) or the rate paid on large certificates of deposit traded in the secondary markets (CD rate). The interest rate on Prime Rate based loans and corporate debt securities may float daily as the
Prime Rate changes, while the interest rate on LIBOR or CD rate based loans and corporate debt securities may reset periodically. If the benchmark lending rate changes, the rate payable to lenders under the loan will change at the next scheduled
adjustment date specified in the loan agreement. Investing in floating rate loans with longer interest rate reset periods may increase fluctuations in the Funds NAV as a result of changes in interest rates. The Fund may attempt to hedge
against interest rate fluctuations by entering into interest rate swaps or by using other hedging techniques.
While the Fund generally expects to invest
in fully funded term loans, certain of the loans in which the Fund may invest may not be fully funded at the time of investment. These types of loans include revolving loans, bridge loans, DIP loans, delayed funding loans, and delayed draw term
loans. Such loans generally obligate the lender (and those with an interest in the loan) to fund the loan at the borrowers discretion. As such, the Fund would need to maintain assets sufficient to meet its contractual obligations. In cases
where the Fund invests in revolving loans, bridge loans, DIP loans, delayed funding loans, or delayed draw term loans, the Fund will maintain high-quality liquid assets in an amount at least equal to its obligations under the loans. Amounts
maintained in high-quality liquid assets may provide less return to the Fund than investments in floating rate loans or other investments. Loans involving revolving credit facilities, bridge financing, DIP loans, delayed funding loans, or delayed
draw terms may require the Fund to increase its investment in a particular floating rate loan when it otherwise would not have done so. Further, the Fund may be obligated to do so even if it may be unlikely that the borrower will repay amounts due.
Purchasers of floating rate loans may pay and/or receive certain fees. The Fund may receive fees such as covenant waiver fees or prepayment penalty fees.
The Fund may pay fees such as facility fees. Such fees may affect the Funds return.
The secondary market on which floating rate loans are traded may
be less liquid than the market for investment grade securities or other types of income-producing securities, which may have an adverse impact on their market price. There is also a potential
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that there is no active market to trade floating rate loans and that there may be restrictions on their transfer. As a result, the Fund may be unable to sell assignments or participations at the
desired time or may be able to sell only at a price less than fair market value. The secondary market may also be subject to irregular trading activity, wide price spreads, and extended trade settlement periods. With respect to below-investment
grade or unrated securities, it also may be more difficult to value the securities because valuation may require more research, and elements of judgment may play a larger role in the valuation because there is less reliable, objective data
available.
Other Securities. The Fund may invest in other types of securities such as subordinated or junior debt, mezzanine loans
secured by the stock of the company that owns the assets, corporate debt securities (corporate bonds, debentures, notes, and other similar corporate debt instruments), U.S. Government securities, mortgage-backed and other asset-backed securities,
commercial paper, repurchase agreements, and other short-duration fixed-income securities, high-risk/high-yield bonds, and other instruments (including synthetic or hybrid) that pay interest at rates that adjust whenever a specified interest rate
changes and/or resets on predetermined dates.
Confidential Information. With respect to certain transactions, including but not limited
to private placements, the Fund may determine not to receive confidential information. Such a decision may place the Fund at a disadvantage relative to other investors who determine to receive confidential information, as the Fund may be limited in
its available investments or unable to make accurate assessments related to certain investments.
In cases where Janus Capital receives material, nonpublic
information about the issuers of investments that may be held in the Funds holdings, Janus Capitals ability to trade in these investments for the account of the Fund could potentially be limited by its possession of such information, to
the extent required by applicable law. Such limitations on the ability to trade in the securities of the issuer could have an adverse effect on the Fund by, for example, preventing the Fund from selling an investment that is experiencing a material
decline in value. In some instances, these trading restrictions could continue in effect for a substantial period of time.
In addition, because the Fund
becomes a creditor of an issuer when holding a bond, Janus Capital may from time to time participate on creditor committees on behalf of the Fund. These are committees formed by creditors to negotiate with management of the issuer and are intended
to protect the rights of bondholders in the event of bankruptcy, bond covenant default, or other issuer-related financial problems. Participation on creditor committees may expose Janus Capital or the Fund to material non-public information of the
issuer, restricting the Funds ability to trade in or acquire additional positions in a particular security or other securities of the issuer when it might otherwise desire to do so. Participation on creditor committees may also expose the Fund
to federal bankruptcy laws or other laws governing rights of debtors and creditors. Additionally, such participation may subject the Fund to expenses such as legal fees. Janus Capital will only participate on creditor committees on behalf of the
Fund when it believes such participation is necessary or desirable to protect the value of portfolio securities or enforce the Funds rights as a creditor.
High-Yield/High-Risk Bonds
The Fund may invest in bonds
that are rated below investment grade (i.e., bonds rated BB+ or lower by Standard & Poors Ratings Services and Fitch, Inc., or Ba or lower by Moodys Investors Service, Inc.). The Funds investments in high-yield securities
may include both debt and equity securities of distressed companies. Under normal circumstances, the Fund will limit its investments in high-yield/high risk bonds to less than 15% of its net assets.
Lower rated bonds and debt securities of distressed companies involve a higher degree of credit risk, which is the risk that the issuer will not make interest
or principal payments when due. In the event of an unanticipated default, the Fund would experience a reduction in its income, and could expect a decline in the market value of the bonds or securities so affected.
The Fund may also invest in unrated bonds of foreign and domestic issuers. Unrated bonds will be included in the Funds limit on investments in bonds
rated below investment grade unless its portfolio manager deems such securities to be the equivalent of investment grade bonds. Unrated bonds, while not necessarily of lower quality than rated bonds, may not have as broad a market. Because of the
size and perceived demand of the issue, among other factors, certain municipalities may not incur the costs of obtaining a rating. The Funds portfolio manager will analyze the creditworthiness of the issuer, as well as any financial
institution or other party responsible for payments on the bond, in determining whether to purchase unrated municipal bonds.
The secondary market on which
high-yield and distressed company securities are traded is less liquid than the market for investment grade securities. The lack of a liquid secondary market may have an adverse impact on the market price of the
28
security. Additionally, it may be more difficult to value the securities because valuation may require more research, and elements of judgment may play a larger role in the valuation because
there is less reliable, objective data available.
Please refer to the Explanation of Rating Categories section of the Prospectus for a
description of bond rating categories.
Defaulted Securities
The Fund may hold defaulted securities if the portfolio manager believes, based upon an analysis of the financial condition, results of operations, and
economic outlook of an issuer, that there is potential for resumption of income payments and that the securities offer an unusual opportunity for capital appreciation. Defaulted securities will be included in the Funds limit on investments in
bonds rated below investment grade. The Fund will not invest in defaulted securities at the time of investment. Notwithstanding the portfolio managers belief about the resumption of income, however, the purchase of any security on which
payment of interest or dividends is suspended involves a high degree of risk. Such risk includes, among other things, the following:
Financial
and Market Risks. Investments in securities that are in default involve a high degree of financial and market risks that can result in substantial or, at times, even total losses. Issuers of defaulted securities may have
substantial capital needs and may become involved in bankruptcy or reorganization proceedings. Among the problems involved in investments in such issuers is the fact that it may be difficult to obtain information about the condition of such issuers.
The market prices of such securities also are subject to abrupt and erratic movements and above average price volatility, and the spread between the bid and asked prices of such securities may be greater than normally expected.
Disposition of Portfolio Securities. Although the Fund generally will purchase securities for which its portfolio manager expects an active
market to be maintained, defaulted securities may be less actively traded than other securities, and it may be difficult to dispose of substantial holdings of such securities at prevailing market prices. The Fund will limit holdings of any such
securities to amounts that the portfolio manager believes could be readily sold, and holdings of such securities would, in any event, be limited so as not to limit the Funds ability to readily dispose of securities to meet redemptions.
Other. Defaulted securities require active monitoring and may, at times, require participation in bankruptcy or receivership proceedings on
behalf of the Fund.
Futures, Options, and Other Derivative Instruments
A derivative is a financial instrument whose performance is derived from the performance of another, underlying asset. The Fund may invest in derivative
instruments such as futures contracts, put options, call options, options on futures contracts, options on foreign currencies, options on fixed-income or other securities, swaps, forward contracts, and structured investments.
Subject to its investment objective and policies, the Fund primarily uses derivative instruments for hedging purposes (to manage and mitigate risks associated
with an investment, currency exposure, or market conditions), but may also use derivatives to adjust currency exposure relative to a benchmark index, to manage duration (i.e., sensitivity of the portfolio to changes in interest rates), or to seek to
enhance returns or earn income by, for example, using put or call options to receive income based on the portfolio managers view of the future direction of interest rates, credit or a specific currency. The Funds derivative investments
will be primarily in instruments that are exchange-traded and cleared and which, as a result, tend to be more liquid and less susceptible to counterparty risk than derivatives that are not exchange-traded and cleared.
The Fund may not use any derivative to gain exposure to an asset or class of assets that it would be prohibited by its investment restrictions from purchasing
directly. The Funds ability to use derivative instruments may also be limited by tax considerations. (See Income Dividends, Capital Gains Distributions, and Tax Status.)
Investments in derivatives in general are subject to market risks that may cause their prices to fluctuate over time. Investments in derivatives may not
directly correlate with the price movements of the underlying instrument. As a result, the use of derivatives may expose the Fund to additional risks that it would not be subject to if it invested directly in the securities underlying those
derivatives. The use of derivatives may result in larger losses or smaller gains than otherwise would be the case. Derivatives can be volatile and may involve significant risks, including:
Counterparty risk the risk that the counterparty (the party on the other side of the transaction) on a derivative transaction will be unable to
honor its financial obligation to the Fund.
29
Currency risk the risk that changes in the exchange rate between currencies will adversely
affect the value (in U.S. dollar terms) of an investment.
Leverage risk the risk associated with certain types of leveraged investments or
trading strategies pursuant to which relatively small market movements may result in large changes in the value of an investment. The Fund creates leverage by investing in instruments, including derivatives, where the investment loss can exceed the
original amount invested. Certain investments or trading strategies, such as short sales, that involve leverage can result in losses that greatly exceed the amount originally invested.
Liquidity risk the risk that certain securities may be difficult or impossible to sell at the time that the seller would like or at the price
that the seller believes the security is currently worth.
Index risk if the derivative is linked to the performance of an index, it will be
subject to the risks associated with changes in that index. If the index changes, the Fund could receive lower interest payments or experience a reduction in the value of the derivative to below what the Fund paid. Certain indexed securities,
including inverse securities (which move in an opposite direction to the index), may create leverage, to the extent that they increase or decrease in value at a rate that is a multiple of the changes in the applicable index.
Derivatives may generally be traded over-the-counter (OTC) or on an exchange. Derivatives traded OTC, such as options and structured notes, are
agreements that are individually negotiated between parties and can be tailored to meet a purchasers needs. OTC derivatives are not guaranteed by a clearing agency and may be subject to increased counterparty risk.
In an effort to mitigate counterparty risk associated with derivatives traded OTC, the Fund may enter into collateral agreements with certain counterparties
whereby, subject to certain minimum exposure requirements, the Fund may require the counterparty to post collateral if the Fund has a net aggregate unrealized gain on all OTC derivative contracts with a particular counterparty. There is no guarantee
that counterparty exposure is reduced by using collateral and these arrangements are dependent on Janus Capitals ability to establish and maintain appropriate systems and trading.
Futures Contracts. The Fund may enter into contracts for the purchase or sale for future delivery of (i) fixed-income securities, and U.S.
government securities and Treasuries, or (ii) contracts based on interest rates.
U.S. futures contracts are traded on exchanges which have been designated
contract markets by the Commodity Futures Trading Commission (CFTC) and must be executed through a futures commission merchant (FCM) or brokerage firm, which are members of a relevant contract market. Through
their clearing corporations, the exchanges guarantee performance of the contracts as between the clearing members of the exchange.
The buyer or seller of
a futures contract is not required to deliver or pay for the underlying instrument unless the contract is held until the delivery date. However, both the buyer and seller are required to deposit initial margin for the benefit of the FCM
when the contract is entered into. Initial margin deposits are equal to a percentage of the contracts value, as set by the exchange on which the contract is traded, and currently are maintained in cash or certain other liquid assets held by
the Fund. Initial margin payments are similar to good faith deposits or performance bonds. Unlike margin extended by a securities broker, initial margin payments do not constitute purchasing securities on margin for purposes of the Funds
investment limitations. If the value of either partys position declines, that party will be required to make additional variation margin payments for the benefit of the FCM to settle the change in value on a daily basis. The party
that has a gain may be entitled to receive all or a portion of this amount. In the event of the bankruptcy of the FCM that holds margin on behalf of the Fund, the Fund may be entitled to return of margin owed to the Fund only in proportion to the
amount received by the FCMs other customers. Janus Capital will attempt to minimize the risk by careful monitoring of the creditworthiness of the FCMs with which the Fund does business.
The Fund has filed a notice of eligibility for exemption from the definition of the term commodity pool operator in accordance with Rule 4.5 of the
U.S. Commodity Exchange Act, as amended (Commodity Exchange Act) and, therefore, the Fund is not subject to regulation as a commodity pool operator under the Commodity Exchange Act. The Fund may enter into futures contracts and related
options as permitted under Rule 4.5. Amendments to Rule 4.5 adopted in 2012, however, narrowed the exemption from the definition of commodity pool operator and effectively imposed additional restrictions on the Funds use of futures, options,
and swaps. The Fund will become subject to increased CFTC regulation if the Fund invests more than a prescribed level of its assets in such instruments, or if the Fund markets itself as providing investment exposure to these instruments. If the Fund
cannot meet the requirements of Rule 4.5, Janus Capital and the Fund would need to comply with
30
certain disclosure, reporting, and recordkeeping requirements. Such additional requirements would potentially increase the Funds expenses, which could negatively impact the Funds
returns.
The Fund may enter into futures contracts to protect itself from fluctuations in the value of individual securities, the securities markets
generally, or interest rate fluctuations, without actually buying or selling the underlying debt security.
If the Fund owns interest rate sensitive
securities and the portfolio manager expects interest rates to increase, the Fund may take a short position in interest rate futures contracts. If interest rates increase as anticipated, the value of the securities would decline, but the value of
the Funds interest rate futures contract would increase, thereby keeping the NAV of the Fund from declining as much as it may have otherwise. If, on the other hand, the portfolio manager expects interest rates to decline, the Fund may take a
long position in interest rate futures contracts in anticipation of later closing out the futures position and purchasing the securities. Although the Fund can accomplish similar results by buying securities with fixed rate duration, given the
greater liquidity of the futures market than the cash market, it may be possible to accomplish the same result more easily and more quickly by using futures contracts as an investment tool to reduce risk. If the portfolio managers view about
the direction of interest rates is incorrect, the Fund may incur a loss as the result of investments in interest rate futures.
The ordinary spreads
between prices in the cash and futures markets, due to differences in the nature of those markets, are subject to distortions. First, all participants in the futures market are subject to initial margin and variation margin requirements. Rather than
meeting additional variation margin requirements, investors may close out futures contracts through offsetting transactions which could distort the normal price relationship between the cash and futures markets. Second, the liquidity of the futures
market depends on participants entering into offsetting transactions rather than making or taking delivery of the instrument underlying a futures contract. To the extent participants decide to make or take delivery, liquidity in the futures market
could be reduced and prices in the futures market distorted. Third, from the point of view of speculators, the margin deposit requirements in the futures market are less onerous than margin requirements in the securities market. Therefore, increased
participation by speculators in the futures market may cause temporary price distortions. Due to the possibility of the foregoing distortions, a correct forecast of general price trends by the portfolio manager still may not result in a successful
use of futures.
Futures contracts entail risks. There is no guarantee that derivative investments will benefit the Fund. The Funds performance could
be worse than if the Fund had not used such instruments. For example, if the Fund has hedged against the effects of a possible decrease in prices of securities held in its portfolio and prices increase instead, the Fund will lose part or all of the
benefit of the increased value of these securities because of offsetting losses in its futures positions. This risk may be magnified for single stock futures transactions, as the portfolio manager must predict the direction of the price of an
individual stock, as opposed to securities prices generally. In addition, if the Fund has insufficient cash, it may have to sell securities from its portfolio to meet daily variation margin requirements. Those sales may be, but will not necessarily
be, at increased prices which reflect the rising market and may occur at a time when the sales are disadvantageous to the Fund.
The prices of futures
contracts depend primarily on the value of their underlying instruments. Because there are a limited number of types of futures contracts, it is possible that the standardized futures contracts available to the Fund will not match exactly the
Funds current or potential investments. The Fund may buy and sell futures contracts based on underlying instruments with different characteristics from the securities in which it typically invests for example, by hedging investments in
portfolio securities with a futures contract based on U.S. Treasuries which involves a risk that the futures position will not correlate precisely with the performance of the Funds investments.
Futures prices can also diverge from the prices of their underlying instruments, even if the underlying instruments closely correlate with the Funds
investments, such as with a single stock futures contract. Futures prices are affected by factors such as current and anticipated short-term interest rates, changes in volatility of the underlying instruments, and the time remaining until expiration
of the contract. Those factors may affect securities prices differently from futures prices. Imperfect correlations between the Funds investments and its futures positions also may result from differing levels of demand in the futures markets
and the securities markets, from structural differences in how futures and securities are traded, and from imposition of daily price fluctuation limits for futures contracts. The Fund may buy or sell futures contracts with a greater or lesser value
than the securities it wishes to hedge or is considering purchasing in order to attempt to compensate for differences in historical volatility between the futures contract and the securities, although this may not be successful in all cases. If
price changes in the Funds futures positions are poorly correlated with its other investments, its futures positions may fail to produce desired gains or result in losses that are not offset by the gains in the Funds other investments.
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Because futures contracts are generally settled within a day from the date they are closed out, compared with
a settlement period of three days for some types of securities, the futures markets can provide superior liquidity to the securities markets. Nevertheless, there is no assurance that a liquid secondary market will exist for any particular futures
contract at any particular time. In addition, futures exchanges may establish daily price fluctuation limits for futures contracts and may halt trading if a contracts price moves upward or downward more than the limit in a given day. On
volatile trading days when the price fluctuation limit is reached, it may be impossible for the Fund to enter into new positions or close out existing positions. If the secondary market for a futures contract is not liquid because of price
fluctuation limits or otherwise, the Fund may not be able to promptly liquidate unfavorable futures positions and potentially could be required to continue to hold a futures position until the delivery date, regardless of changes in its value. As a
result, the Funds access to other assets held to cover its futures positions also could be impaired.
Options on Futures
Contracts. The Fund may buy and write put and call options on futures contracts. For example, such contracts may be made with respect to interest rates. A purchased option on a future gives the Fund the right (but not the obligation)
to buy or sell a futures contract at a specified price on or before a specified date. The purchase of a call option on a futures contract is similar in some respects to the purchase of a call option on an individual security. As with other options
transactions, securities will be segregated to cover applicable margin or segregation requirements on open futures contracts. Depending on the pricing of the option compared to either the price of the futures contract upon which it is based or the
price of the underlying instrument, ownership of the option may or may not be less risky than ownership of the futures contract or the underlying instrument. As with the purchase of futures contracts, when the Fund is not fully invested, it may buy
a call option on a futures contract to hedge against a market advance.
The writing of a call option on a futures contract constitutes a partial hedge
against declining prices of a security which is deliverable under the futures contract. If the futures price at the expiration of the option is below the exercise price, the Fund will retain the full amount of the option premium which provides a
partial hedge against any decline that may have occurred in the Funds portfolio holdings. The writing of a put option on a futures contract constitutes a partial hedge against increasing prices of a security which is deliverable under the
futures contract. If the futures price at the expiration of the option is higher than the exercise price, the Fund will retain the full amount of the option premium which provides a partial hedge against any increase in the price of securities which
the Fund is considering buying. If a call or put option the Fund has written is exercised, the Fund will incur a loss which will be reduced by the amount of the premium it received. Depending on the degree of correlation between the change in the
value of its portfolio securities and changes in the value of the futures positions, the Funds losses from existing options on futures may to some extent be reduced or increased by changes in the value of portfolio securities.
The purchase of a put option on a futures contract is similar in some respects to the purchase of protective put options on portfolio securities. For example,
the Fund may buy a put option on a futures contract to hedge its portfolio against the risk of falling prices or rising interest rates.
The amount of risk
the Fund assumes when it buys an option on a futures contract is the premium paid for the option plus related transaction costs. In addition to the correlation risks discussed above, the purchase of an option also entails the risk that changes in
the value of the underlying futures contract will not be fully reflected in the value of the options bought.
Forward Contracts. A
forward contract is an agreement between two parties in which one party is obligated to deliver a stated amount of a stated asset at a specified time in the future and the other party is obligated to pay a specified amount for the asset at the time
of delivery. The Fund may enter into forward contracts to purchase and sell government securities, income securities, or foreign currencies. Forward contracts generally are traded in an interbank market conducted directly between traders (usually
large commercial banks) and their customers. Unlike futures contracts, which are standardized contracts, forward contracts can be specifically drawn to meet the needs of the parties that enter into them. The parties to a forward contract may agree
to offset or terminate the contract before its maturity, or may hold the contract to maturity and complete the contemplated exchange.
The following
discussion summarizes the Funds principal uses of forward foreign currency exchange contracts (forward currency contracts). The Fund may enter into forward currency contracts with stated contract values of up to the value of the
Funds assets. A forward currency contract is an obligation to buy or sell an amount of a specified currency for an agreed price (which may be in U.S. dollars or a foreign currency). The Fund may invest in forward currency contracts for
non-hedging purposes such as seeking to enhance return. The Fund will exchange foreign currencies for U.S. dollars and for other foreign currencies in the normal course of business and may buy and sell currencies through forward currency contracts
in order to fix a
32
price for securities it has agreed to buy or sell (transaction hedge). The Fund also may hedge some or all of its investments denominated in a foreign currency or exposed to foreign
currency fluctuations against a decline in the value of that currency relative to the U.S. dollar by entering into forward currency contracts to sell an amount of that currency (or a proxy currency whose performance is expected to replicate or
exceed the performance of that currency relative to the U.S. dollar) approximating the value of some or all of its portfolio securities denominated in or exposed to that currency (position hedge).
These types of hedging minimize the effect of currency appreciation as well as depreciation, but do not eliminate fluctuations in the underlying U.S. dollar
equivalent value of the proceeds of or rates of return on the Funds foreign currency denominated portfolio securities. The matching of the increase in value of a forward contract and the decline in the U.S. dollar equivalent value of the
foreign currency denominated asset that is the subject of the hedge generally will not be precise. Shifting the Funds currency exposure from one foreign currency to another removes the Funds opportunity to profit from increases in the
value of the original currency and involves a risk of increased losses to the Fund if the portfolio managers projection of future exchange rates is inaccurate. Proxy hedges and cross-hedges may protect against losses resulting from a decline
in the hedged currency, but will cause the Fund to assume the risk of fluctuations in the value of the currency it purchases which may result in losses if the currency used to hedge does not perform similarly to the currency in which hedged
securities are denominated. Unforeseen changes in currency prices may result in poorer overall performance for the Fund than if it had not entered into such contracts.
The Fund does not exchange collateral on its forward contracts with its counterparties; however, the Fund will segregate cash or high-grade securities with its
custodian in an amount at all times equal to or greater than the Funds commitment with respect to these contracts. If the value of the securities used to cover a position or the value of segregated assets declines, the Fund will find
alternative cover or segregate additional cash or other liquid assets on a daily basis so that the value of the covered and segregated assets will be equal to the amount of the Funds commitments with respect to such contracts. As an
alternative to segregating assets, the Fund may buy call options permitting the Fund to buy the amount of foreign currency being hedged by a forward sale contract, or the Fund may buy put options permitting it to sell the amount of foreign currency
subject to a forward buy contract.
While forward contracts are not currently regulated by the CFTC, the CFTC may in the future assert authority to
regulate forward contracts. In such event, the Funds ability to utilize forward contracts may be restricted. In addition, the Fund may not always be able to enter into forward contracts at attractive prices and may be limited in its ability to
use these contracts to hedge Fund assets.
Options on Foreign Currencies. The Fund may buy and write options on foreign currencies either
on exchanges or in the OTC market in a manner similar to that in which forward contracts on foreign currencies will be utilized. For example, a decline in the U.S. dollar value of a foreign currency in which portfolio securities are denominated will
reduce the U.S. dollar value of such securities, even if their value in the foreign currency remains constant. In order to protect against such diminutions in the value of portfolio securities, the Fund may buy put options on the foreign currency.
If the value of the currency declines, the Fund will have the right to sell such currency for a fixed amount in U.S. dollars, thereby offsetting, in whole or in part, the adverse effect on its portfolio.
Conversely, when a rise in the U.S. dollar value of a currency in which securities to be acquired are denominated is projected, thereby increasing the cost of
such securities, the Fund may buy call options on the foreign currency. The purchase of such options could offset, at least partially, the effects of the adverse movements in exchange rates. As in the case of other types of options, however, the
benefit to the Fund from purchases of foreign currency options will be reduced by the amount of the premium and related transaction costs. In addition, if currency exchange rates do not move in the direction or to the extent projected, the Fund
could sustain losses on transactions in foreign currency options that would require the Fund to forego a portion or all of the benefits of advantageous changes in those rates.
The Fund may also write options on foreign currencies. For example, to hedge against a potential decline in the U.S. dollar value of foreign currency
denominated securities due to adverse fluctuations in exchange rates, the Fund could, instead of purchasing a put option, write a call option on the relevant currency. If the expected decline occurs, the option will most likely not be exercised, and
the decline in value of portfolio securities will be offset by the amount of the premium received.
Similarly, instead of purchasing a call option to hedge
against a potential increase in the U.S. dollar cost of securities to be acquired, the Fund could write a put option on the relevant currency which, if rates move in the manner projected, should expire unexercised and allow the Fund to hedge the
increased cost up to the amount of the premium. As in the case of other
33
types of options, however, the writing of a foreign currency option will constitute only a partial hedge up to the amount of the premium. If exchange rates do not move in the expected direction,
the option may be exercised, and the Fund would be required to buy or sell the underlying currency at a loss which may not be offset by the amount of the premium. Through the writing of options on foreign currencies, the Fund also may lose all or a
portion of the benefits which might otherwise have been obtained from favorable movements in exchange rates.
The Fund may write covered call options on
foreign currencies. A call option written on a foreign currency by the Fund is covered if the Fund owns the foreign currency underlying the call or has an absolute and immediate right to acquire that foreign currency without additional
cash consideration (or for additional cash consideration held in a segregated account by its custodian) upon conversion or exchange of other foreign currencies held in its portfolio. A call option is also covered if the Fund has a call on the same
foreign currency in the same principal amount as the call written if the exercise price of the call held: (i) is equal to or less than the exercise price of the call written or (ii) is greater than the exercise price of the call written, if the
difference is maintained by the Fund in cash or other liquid assets in a segregated account with the Funds custodian.
The Fund also may write call
options on foreign currencies for cross-hedging purposes. A call option on a foreign currency is for cross-hedging purposes if it is designed to provide a hedge against a decline due to an adverse change in the exchange rate in the U.S. dollar value
of a security which the Fund owns or has the right to acquire and which is denominated in the currency underlying the option. Call options on foreign currencies which are entered into for cross-hedging purposes are not covered. However, in such
circumstances, the Fund will collateralize the option by segregating cash or other liquid assets in an amount not less than the value of the underlying foreign currency in U.S. dollars marked-to-market daily.
Eurodollar Instruments. The Fund may make investments in Eurodollar instruments, which are U.S. dollar-denominated futures contracts or
options thereon which are linked to the LIBOR, although foreign currency denominated instruments are available from time to time. Eurodollar futures contracts enable purchasers to obtain a fixed rate for the lending of funds and sellers to obtain a
fixed rate for borrowings. The Fund might use Eurodollar futures contracts and options thereon to hedge against changes in LIBOR, to which many interest rate swaps and fixed-income instruments are linked.
Additional Risks of Options on Foreign Currencies, Forward Contracts, and Foreign Instruments. Options on foreign currencies and forward
contracts are not traded on contract markets regulated by the CFTC (with the exception of non-deliverable forwards) or (with the exception of certain foreign currency options) by the SEC. To the contrary, such instruments are traded through
financial institutions acting as market makers, although foreign currency options are also traded on certain Exchanges, such as the Philadelphia Stock Exchange and the Chicago Board Options Exchange, subject to SEC regulation.
Similarly, options on currencies may be traded over-the-counter. In an OTC trading environment, many of the protections afforded to Exchange participants will
not be available. For example, there are no daily price fluctuation limits, and adverse market movements could therefore continue to an unlimited extent over a period of time. Although the buyer of an option cannot lose more than the amount of the
premium plus related transaction costs, this entire amount could be lost. Moreover, an option writer and a buyer or seller of futures or forward contracts could lose amounts substantially in excess of any premium received or initial margin or
collateral posted due to the potential additional margin and collateral requirements associated with such positions.
Options on foreign currencies traded
on Exchanges are within the jurisdiction of the SEC, as are other securities traded on Exchanges. As a result, many of the protections provided to traders on organized Exchanges will be available with respect to such transactions. In particular, all
foreign currency option positions entered into on an Exchange are cleared and guaranteed by the OCC, thereby reducing the risk of credit default. Further, a liquid secondary market in options traded on an Exchange may be more readily available than
in the OTC market, potentially permitting the Fund to liquidate open positions at a profit prior to exercise or expiration or to limit losses in the event of adverse market movements.
The purchase and sale of exchange-traded foreign currency options, however, is subject to the risks of the availability of a liquid secondary market described
above, as well as the risks regarding adverse market movements, margining of options written, the nature of the foreign currency market, possible intervention by governmental authorities, and the effects of other political and economic events.
In addition, exchange-traded options on foreign currencies involve certain risks not presented by the OTC market. For example, exercise and settlement of such
options must be made exclusively through the OCC, which has established banking relationships in applicable foreign countries for this purpose. As a result, the OCC may, if it determines that foreign
34
governmental restrictions or taxes would prevent the orderly settlement of foreign currency option exercises, or would result in undue burdens on the OCC or its clearing member, impose special
procedures on exercise and settlement, such as technical changes in the mechanics of delivery of currency, the fixing of dollar settlement prices, or prohibitions on exercise. In addition, options on U.S. Government securities, futures contracts,
options on futures contracts, forward contracts, and options on foreign currencies may be traded on foreign exchanges and OTC in foreign countries. Such transactions are subject to the risk of governmental actions affecting trading in or the prices
of foreign currencies or securities. The value of such positions also could be adversely affected by: (i) other complex foreign political and economic factors; (ii) lesser availability than in the United States of data on which to make trading
decisions; (iii) delays in the Funds ability to act upon economic events occurring in foreign markets during nonbusiness hours in the United States; (iv) the imposition of different exercise and settlement terms and procedures and margin
requirements than in the United States; and (v) low trading volume.
Options on Securities. In an effort to increase current income and
to reduce fluctuations in NAV, the Fund may write covered and uncovered put and call options and buy put and call options on securities that are traded on U.S. and foreign securities exchanges and OTC. Examples of covering transactions include: (i)
for a written put, selling short the underlying instrument at the same or higher price than the puts exercise price; and (ii) for a written call, owning the underlying instrument. The Fund may write and buy options on the same types of
securities that the Fund may purchase directly. The Fund may utilize American-style and European-style options. An American-style option is an option contract that can be exercised at any time between the time of purchase and the options
expiration date. A European-style option is an option contract that can only be exercised on the options expiration date.
The Fund would write a
call option for hedging purposes, instead of writing a covered call option, when the premium to be received from the cross-hedge transaction would exceed that which would be received from writing a covered call option and the portfolio manager
believes that writing the option would achieve the desired hedge.
The premium paid by the buyer of an option will normally reflect, among other things,
the relationship of the exercise price to the market price and the volatility of the underlying security, the remaining term of the option, supply and demand, and interest rates.
The writer of an option may have no control over when the underlying securities must be sold, in the case of a call option, or bought, in the case of a put
option, since with regard to certain options, the writer may be assigned an exercise notice at any time prior to the termination of the obligation. Whether or not an option expires unexercised, the writer retains the amount of the premium. This
amount, of course, may, in the case of a covered call option, be offset by a decline in the market value of the underlying security during the option period. If a call option is exercised, the writer experiences a profit or loss from the sale of the
underlying security. If a put option is exercised, the writer must fulfill the obligation to buy the underlying security at the exercise price, which will usually exceed the then market value of the underlying security.
The writer and holder of an option can generally terminate its obligation or liquidate its position, respectively, only if there has not been a notification of
exercise of the option. There is no guarantee that either a closing purchase or a closing sale transaction can be affected. An option position may be closed out only where a secondary market for an option of the same series exists. If a secondary
market does not exist, the Fund may not be able to effect closing transactions in particular options and the Fund would have to exercise the options in order to realize any profit. If the Fund is unable to effect a closing purchase transaction in a
secondary market, it will not be able to sell the underlying security until the option expires or it delivers the underlying security upon exercise.
The
Fund will realize a profit from a closing transaction if the price of the purchase transaction is less than the premium received from writing the option or the price received from a sale transaction is more than the premium paid to buy the option.
The Fund will realize a loss from a closing transaction if the price of the purchase transaction is more than the premium received from writing the option or the price received from a sale transaction is less than the premium paid to buy the option.
Because increases in the market price of a call option generally will reflect increases in the market price of the underlying security, any loss resulting from the repurchase of a call option is likely to be offset in whole or in part by
appreciation of the underlying security owned by the Fund.
The Fund may write options in connection with buy-and-write transactions. In other words, the
Fund may buy a security and then write a call option against that security. The exercise price of such call will depend upon the expected price movement of the underlying security. The exercise price of a call option may be below
(in-the-money), equal to (at-the-money), or above
35
(out-of-the-money) the current value of the underlying security at the time the option is written. Buy-and-write transactions using in-the-money call options may be used when it is
expected that the price of the underlying security will remain flat or decline moderately during the option period. Buy-and-write transactions using at-the-money call options may be used when it is expected that the price of the underlying security
will remain fixed or advance moderately during the option period. Buy-and-write transactions using out-of-the-money call options may be used when it is expected that the premiums received from writing the call option plus the appreciation in the
market price of the underlying security up to the exercise price will be greater than the appreciation in the price of the underlying security alone. If the call options are exercised in such transactions, the Funds maximum gain will be the
premium received by it for writing the option, adjusted upwards or downwards by the difference between the Funds purchase price of the security and the exercise price. If the options are not exercised and the price of the underlying security
declines, the amount of such decline will be offset by the amount of premium received.
The writing of covered put options is similar in terms of risk and
return characteristics to buy-and-write transactions. If the market price of the underlying security rises or otherwise is above the exercise price, the put option will expire worthless and the Funds gain will be limited to the premium
received. If the market price of the underlying security declines or otherwise is below the exercise price, the Fund may elect to close the position or take delivery of the security at the exercise price and the Funds return will be the
premium received from the put options minus the amount by which the market price of the security is below the exercise price.
The Fund may buy put options
to hedge against a decline in the value of its portfolio. By using put options in this way, the Fund will reduce any profit it might otherwise have realized in the underlying security by the amount of the premium paid for the put option and by
transaction costs.
The Fund may buy call options to hedge against an increase in the price of securities that it may buy in the future. The premium paid
for the call option plus any transaction costs will reduce the benefit, if any, realized by the Fund upon exercise of the option, and, unless the price of the underlying security rises sufficiently, the option may expire worthless to the Fund.
The Fund may write straddles (combinations of put and call options on the same underlying security), which are generally a non-hedging technique used for
purposes such as seeking to enhance return. Because combined options positions involve multiple trades, they result in higher transaction costs and may be more difficult to open and close out than individual options contracts. The straddle rules of
the Internal Revenue Code require deferral of certain losses realized on positions of a straddle to the extent that the Fund has unrealized gains in offsetting positions at year end. The holding period of the securities comprising the straddle will
be suspended until the straddle is terminated. When the Fund writes a straddle, sufficient assets will be segregated to meet the Funds immediate obligations. The Fund may segregate the same liquid assets for both the call and put options in a
straddle where the exercise price of the call and put are the same, or the exercise price of the call is higher than that of the put. In such cases, the Fund expects to segregate liquid assets equivalent to the amount, if any, by which the put is
in the money.
Swaps and Swap-Related Products. The Fund may enter into swap agreements or utilize swap-related products such
as interest rate swaps; credit default swaps, including index credit default swaps (CDXs); and swaps on U.S. and foreign currencies. The Fund may invest in currency exchange rate swap agreements. In addition, the Fund may enter into
single-name credit default swap agreements. Swap agreements are two-party contracts entered into primarily by institutional investors for periods ranging from a day to more than one year. The Fund may enter into swap agreements in an attempt to gain
exposure to the issuers making up an index of securities in a market without actually purchasing those bonds, or to hedge a position. The most significant factor in the performance of swap agreements is the change in value of the specific index,
security, or currency, or other factors that determine the amounts of payments due to and from the Fund. The Fund will usually enter into interest rate swaps on a net basis (i.e., the two payment streams are netted out, with the Fund receiving or
paying, as the case may be, only the net amount of the two payments).
Swap agreements entail the risk that a party will default on its payment obligations
to the Fund. If there is a default by the other party to such a transaction, the Fund normally will have contractual remedies pursuant to the agreements related to the transaction. Swap agreements also bear the risk that the Fund will not be able to
meet its obligation to the counterparty. Swap agreements are typically privately negotiated and entered into in the over-the-counter market. However, the Dodd-Frank Wall Street Reform and Consumer Protection Act (the Dodd-Frank Act) of
2010 now requires certain swap agreements to be centrally cleared. Swaps that are required to be cleared are required to post initial and variation margins in accordance with the
36
exchange requirements. New regulations under the Dodd-Frank Act could, among other things, increase the cost of such transactions.
Some types of swaps are required to be executed on an exchange or on a swap execution facility. A swap execution facility is a trading platform where multiple
market participants can execute derivatives by accepting bids and offers made by multiple other participants in the platform. While this execution requirement is designed to increase transparency and liquidity in the cleared derivatives market,
trading on a swap execution facility can create additional costs and risks for the Fund. For example, swap execution facilities typically charge fees, and if the Fund executes derivatives on a swap execution facility through a broker intermediary,
the intermediary may impose fees as well. Also, the Fund may indemnify a swap execution facility, or a broker intermediary who executes cleared derivatives on a swap execution facility on the Funds behalf, against any losses or costs that may
be incurred as a result of the Funds transactions on the swap execution facility. If the Fund wishes to execute a package of transactions that includes a swap that is required to be executed on a swap execution facility as well as other
transactions (for example, a transaction that includes both a security and an interest rate swap that hedges interest rate exposure with respect to such security), it is possible the Fund could not execute all components of the package on the swap
execution facility. In that case, the Fund would need to trade certain components of the package on the swap execution facility and other components of the package in another manner, which could subject the Fund to the risk that certain of the
components of the package would be executed successfully and others would not, or that the components would be executed at different times, leaving the Fund with an unhedged position for a period of time.
The Fund normally will not enter into any interest rate swap unless the claims-paying ability of the other party thereto meets guidelines established by Janus
Capital. Janus Capitals guidelines may be adjusted in accordance with market conditions. Janus Capital will monitor the creditworthiness of all counterparties on an ongoing basis. Generally, parties that are rated in the highest short-term
rating category by an NRSRO will meet Janus Capitals guidelines. The ratings of NRSROs represent their opinions of the claims-paying ability of entities rated by them. NRSRO ratings are general and are not absolute standards of quality.
The swap market has grown substantially in recent years, with a large number of banks and investment banking firms acting both as principals and as agents
utilizing standardized swap documentation. Janus Capital has determined that, as a result, the swap market has become relatively liquid. Caps and floors are more recent innovations for which standardized documentation has not yet been developed and,
accordingly, they are less liquid than other types of swaps.
The use of swaps is a highly specialized activity which involves investment techniques and
risks different from those associated with ordinary portfolio securities transactions. Swap transactions may in some instances involve the delivery of securities or other underlying assets by the Fund or its counterparty to collateralize obligations
under the swap. Under the documentation currently used in those markets, the risk of loss with respect to swaps is limited to the net amount of the payments that the Fund is contractually obligated to make. If the other party to a swap that is not
collateralized defaults, the Fund would risk the loss of the net amount of the payments that it contractually is entitled to receive. Certain swaps may add leverage to the Fund because, in addition to its total net assets, the Fund may be subject to
investment exposure on the notional amount of the swap.
Another form of a swap agreement is the credit default swap. The Fund may enter into various types
of credit default swap agreements, including OTC credit default swap agreements, for investment purposes and to add leverage to its portfolio. As the seller in a credit default swap contract, the Fund would be required to pay the par value (the
notional value) (or other agreed-upon value) of a referenced debt obligation to the counterparty in the event of a default by a third party, such as a U.S. or foreign corporate issuer, on the debt obligation. In return, the Fund would
receive from the counterparty a periodic stream of payments over the term of the contract provided that no event of default has occurred. If no default occurs, the Fund would keep the stream of payments and would have no payment obligations. As the
seller, the Fund would effectively add leverage to its portfolio because, in addition to its total net assets, the Fund would be subject to investment exposure on the notional value of the swap. The maximum potential amount of future payments
(undiscounted) that the Fund as a seller could be required to make in a credit default transaction would be the notional amount of the agreement. The Fund may also purchase credit default swap contracts in order to hedge against the risk of default
of debt securities held in its portfolio, in which case the Fund would function as the counterparty referenced in the preceding paragraph. Credit default swaps could result in losses if the Fund does not correctly evaluate the creditworthiness of
the company or companies on which the credit default swap is based.
Credit default swap agreements may involve greater risks than if the Fund had invested
in the reference obligation directly since, in addition to risks relating to the reference obligation, credit default swaps are subject to illiquidity risk, counterparty risk, and
37
credit risk. The Fund will generally incur a greater degree of risk when it sells a credit default swap than when it purchases a credit default swap. As a buyer of a credit default swap, the Fund
may lose its investment and recover nothing should no credit event occur and the swap is held to its termination date. As seller of a credit default swap, if a credit event were to occur, the value of any deliverable obligation received by the Fund,
coupled with the upfront or periodic payments previously received, may be less than what it pays to the buyer, resulting in a loss of value to the Fund.
The Fund may invest in funded (notional value of contract paid up front) or unfunded (notional value only paid in case of default) CDXs or other similarly
structured products. CDXs are designed to track segments of the credit default swap market and provide investors with exposure to specific reference baskets of issuers of bonds. These instruments have the potential to allow an investor to obtain the
same investment exposure as an investor who invests in an individual credit default swap, but with the potential added benefit of diversification. The CDX reference baskets are normally priced daily and rebalanced every six months in conjunction
with leading market makers in the credit industry. The liquidity of the market for CDXs is normally subject to liquidity in the credit derivatives markets.
To the extent the Fund invests in CDXs, it is normally only permitted to take long positions in these instruments. A fund holding a long position in CDXs
typically receives income from principal or interest paid on the underlying securities. A fund also normally indirectly bears its proportionate share of any expenses paid by a CDX in addition to the expenses of the fund. By investing in CDXs, a fund
could be exposed to risks relating to, among other things, the reference obligation, illiquidity risk, counterparty risk, and credit risk.
Single-name
credit default swaps enable the Fund to buy or sell protection against a credit event of a specific issuer. As a buyer of credit protection, the Fund is entitled to receive the par (or other agreed-upon) value of a referenced debt obligation from
the counterparty to the contract in the event of a default or other credit event by a third party, such as a U.S. or foreign issuer, on the debt obligation. In return, the Fund as buyer would pay to the counterparty a periodic stream of payments
over the term of the contract provided that no credit event has occurred. If no credit event occurs, the Fund would have spent the stream of payments and potentially received no benefit from the contract. If the Fund is the seller of credit
protection against a particular security, the Fund would receive an up-front or periodic payment to compensate against potential credit events. The Fund as a seller of a single-name credit default swap could experience losses if the portfolio
manager does not correctly evaluate the creditworthiness of the company on which the credit default swap is based.
In addition to the risks applicable to
derivatives generally, single-name credit default swaps involve special risks because such securities may be difficult to value, are susceptible to liquidity and credit risk, and with respect to purchased protection, generally pay a return to the
Fund only in the event of a credit event such as default by the issuer of the underlying obligation (as opposed to a credit downgrade or other indication of financial difficulty). With respect to illiquidity, if a swap transaction is particularly
large or if the relevant market is illiquid, it may not be possible for the Fund to initiate a transaction or liquidate a position at an advantageous time or price, which may result in significant losses. Moreover, the Fund bears the risk of loss of
the amount expected to be received under a swap agreement in the event of the default or bankruptcy of a swap counterparty. The risks for cleared credit default swaps may be lower than for uncleared credit default swaps because, to the extent such a
trading market is available, the counterparty is a clearinghouse. However, there is no assurance that a clearinghouse or its members will satisfy their obligations. In addition, unlike CDXs, single-name credit default swaps do not have the benefit
of diversification across many issuers.
Regulations enacted by the CFTC under the Dodd-Frank Act require the Fund to clear certain interest rate and
credit default index swaps through a clearinghouse or central counterparty (CCP). To clear a swap with a CCP, the Fund will submit the swap to, and post collateral with, an FCM that is a clearinghouse member. Alternatively, the Fund may
enter into a swap with a financial institution other than the FCM (the Executing Dealer) and arrange for the swap to be transferred to the FCM for clearing. The Fund may also enter into a swap with the FCM itself. The CCP, the FCM, and
the Executing Dealer are all subject to regulatory oversight by the CFTC. A default or failure by a CCP or an FCM, or the failure of a swap to be transferred from an Executing Dealer to the FCM for clearing, may expose the Fund to losses, increase
its costs, or prevent the Fund from entering or exiting swap positions, accessing collateral, or fully implementing its investment strategies. The regulatory requirement to clear certain swaps could, either temporarily or permanently, reduce the
liquidity of cleared swaps or increase the costs of entering into those swaps.
Options on Swap Contracts. The Fund may purchase or write
covered and uncovered put and call options on swap contracts (swaptions). Swaption contracts grant the purchaser the right, but not the obligation, to enter into a swap transaction at preset
38
terms detailed in the underlying agreement within a specified period of time. Entering into a swaption contract involves, to varying degrees, the elements of credit, market, and interest rate
risk, associated with both option contracts and swap contracts.
Structured Notes & Other Structured Investments. A structured
investment is a security having a return tied to an underlying index or other security or asset class. Structured investments generally are individually negotiated agreements and may be traded over-the-counter. Structured investments are organized
and operated to restructure the investment characteristics of the underlying security. This restructuring involves the deposit with or purchase by an entity, such as a corporation or trust, or specified instruments and the issuance by that entity of
one or more classes of securities (structured securities) backed by, or representing interests in, the underlying instruments. The cash flow on the underlying instruments may be apportioned among the newly issued structured securities to
create securities with different investment characteristics, such as varying maturities, payment priorities, and interest rate provisions, and the extent of such payments made with respect to structured securities is dependent on the extent of the
cash flow on the underlying instruments. Because structured securities typically involve no credit enhancement, their credit risk generally will be equivalent to that of the underlying instruments. Investments in structured securities are generally
of a class of structured securities that is either subordinated or unsubordinated to the right of payment of another class. Subordinated structured securities typically have higher yields and present greater risks than unsubordinated structured
securities. Structured securities are typically sold in private placement transactions, and there currently is no active trading market for structured securities. Investments in government and government-related restructured debt instruments are
subject to special risks, including the inability or unwillingness to repay principal and interest, requests to reschedule or restructure outstanding debt, and requests to extend additional loan amounts. Structured investments include a wide variety
of instruments which are also subject to special risk such as inverse floaters and collateralized debt obligations. Inverse floaters involve leverage which may magnify the Funds gains or losses. The risk of collateral debt obligations depends
largely on the type of collateral securing the obligations. There is a risk that the collateral will not be adequate to make interest or other payments related to the debt obligation the collateral supports. Structured instruments that are
registered under the federal securities laws may be treated as liquid. In addition, many structured instruments may not be registered under the federal securities laws. In that event, the Funds ability to resell such a structured instrument
may be more limited than its ability to resell other Fund securities. The Fund may treat such instruments as illiquid and will limit its investments in such instruments to no more than 15% of the Funds net assets, when combined with all other
illiquid investments of the Fund.
Structured notes are derivative debt instruments, the interest rate or principal of which is determined by an unrelated
indicator (for example, a currency, security, commodity or index thereof). The terms of the instrument may be structured by the purchaser and the borrower issuing the note. The terms of structured notes may provide that in certain
circumstances no principal is due at maturity, which may result in a loss of invested capital. Structured notes may be positively or negatively indexed, so that appreciation of the unrelated indicator may produce an increase or a decrease in the
interest rate or the value of the structured note at maturity may be calculated as a specified multiple of the change in the value of the unrelated indicator. Therefore, the value of such notes may be very volatile.
Structured notes may entail a greater degree of market risk than other types of debt securities because the investor bears the risk of the unrelated indicator.
Structured notes also may be more volatile, less liquid, and more difficult to accurately price than less complex securities and instruments or more traditional debt securities. To the extent the Fund invests in these notes, however, Janus Capital
analyzes these notes in its overall assessment of the effective duration of the Funds holdings in an effort to monitor the Funds interest rate risk.
Certain issuers of structured products may be deemed to be investment companies as defined in the 1940 Act. As a result, the Funds investments in these
structured products may be subject to limits applicable to investments in investment companies and may be subject to restrictions contained in the 1940 Act.
Note Regarding Regulatory Changes and Market Events. Federal, state, and foreign governments, regulatory agencies, and self-regulatory
organizations may take actions that affect the regulation of the Fund or the instruments in which the Fund invests, or the issuers of such instruments, in ways that are unforeseeable. Future legislation or regulation or other governmental actions
could limit or preclude the Funds abilities to achieve their investment objectives or otherwise adversely impact an investment in the Fund. Furthermore, worsened market conditions, including as a result of U.S. government shutdowns or the
perceived creditworthiness of the United States, could have a negative impact on securities markets.
Economic downturns can prompt various economic,
legal, budgetary, tax, and regulatory reforms across the globe. In the aftermath of the 2007-2008 financial crisis, the financial sector experienced reduced liquidity in credit and other fixed-income
39
markets, and an usually high degree of volatility, both domestically and internationally. In response to the crisis, the United States and certain foreign governments, along with the U.S. Federal
Reserve and certain foreign central banks, took a number of unprecedented steps designed to support the financial markets. For example, the enactment of the Dodd-Frank Act in 2010, provided for widespread regulation of financial institutions,
consumer financial products and services, broker dealers, over-the-counter derivatives, investment advisers, credit rating agencies, and mortgage lending, which expanded federal oversight in the financial sector, including the investment management
industry. The conclusion of this support, and/or failure of the measures put in place could negatively affect financial markets generally, as well as the value and liquidity of specific securities. In addition, policy and legislative changes in the
United States and in other countries continue to impact many aspects of financial regulation.
The value of a Funds holdings is also generally
subject to the risk of significant future local, national, or global economic disruptions or slowdowns in the markets in which a Fund invests. In the event of such an occurrence, the issuers of securities held by a Fund may experience significant
declines in the value of their assets and even cease operations, or may require government assistance that is contingent on increased restrictions on their business operations or their government interventions. In addition, it is not certain that
the U.S. government or foreign governments will intervene in response to a future market disruption and the effect of any such future intervention cannot be predicted.
On June 23, 2016, the United Kingdom voted via referendum to exit the EU, commonly known as Brexit, which immediately led to significant market
volatility around the world, as well as political, economic, and legal uncertainty. On March 29, 2017, the United Kingdom invoked a treaty provision that sets out the basics of a withdrawal from the EU and provides that negotiations must be
completed within two years, unless all EU member states agree on an extension. After two years of negotiating, on April 11, 2019, the United Kingdom came to an agreement with the EU to delay the deadline for withdrawal to October 31, 2019, which was
subsequently extended further until January 31, 2020. There is considerable uncertainty relating to the circumstances and potential consequences of an exit, and how the negotiations for the withdrawal and new trade agreements will be conducted or
concluded. United Kingdom businesses are increasingly preparing for a disorderly Brexit, which may increase market volatility across the global economy. During this period of uncertainty, the negative impact on not only the United Kingdom and
European economies, but the broader global economy, could be significant, potentially resulting in increased volatility and illiquidity and lower economic growth for companies that rely significantly on the United Kingdom and/or Europe for their
business activities and revenues. Any further exits from the EU, or an increase in the belief that such exits are likely or possible, would likely cause additional market disruption globally and introduce new legal and regulatory uncertainties.
Tax Risk
As with any investment, you should
consider how your investment in shares of the Fund will be taxed. The tax information in the Prospectus and this SAI is provided as general information. You should consult your own tax professional about the tax consequences of an investment in
shares of the Fund. Refer to Income Dividends, Capital Gain Distributions, and Tax Status section for additional information regarding Fund taxation.
Securities Lending
Under procedures adopted by the
Trustees, the Fund may seek to earn additional income by lending securities to qualified parties (typically brokers or other financial institutions) who need to borrow securities in order to complete, among other things, certain transactions such as
covering short sales, avoiding failures to deliver securities, or completing arbitrage activities. To the extent the Fund engages in securities lending, there is the risk of delay in recovering a loaned security. In addition, Janus Capital makes
efforts to balance the benefits and risks from granting such loans. The Fund may participate in a securities lending program pursuant to which shares of an issuer may be on loan while that issuer is conducting a proxy solicitation. Generally, if
shares of an issuer are on loan during a proxy solicitation, the Fund cannot vote the shares. The Fund has discretion to pull back lent shares before proxy record dates and vote proxies if time and jurisdictional restrictions permit. All loans will
be continuously secured by collateral which may consist of cash, U.S. Government securities, domestic and foreign short-term debt instruments, letters of credit, time deposits, repurchase agreements, money market mutual funds or other money market
accounts, or such other collateral as permitted by the SEC. If the Fund is unable to recover a security on loan, the Fund may use the collateral to purchase replacement securities in the market. There is a risk that the value of the collateral could
decrease below the cost of the replacement security by the time the replacement investment is made, resulting in a loss to the Fund. In certain circumstances, individual loan transactions could yield negative returns.
40
Upon receipt of cash collateral, Janus Capital may invest it in affiliated or
non-affiliated cash management vehicles, whether registered or unregistered entities, as permitted by the 1940 Act and rules promulgated thereunder. Janus Capital currently intends to invest the cash
collateral in a cash management vehicle for which Janus Capital serves as investment adviser. An investment in a cash management vehicle is generally subject to the same risks that shareholders experience when investing in similarly structured
vehicles, such as the potential for significant fluctuations in assets as a result of the purchase and redemption activity of the securities lending program, a decline in the value of the collateral, and possible liquidity issues. Such risks may
delay the return of the cash collateral and cause the Fund to violate its agreement to return the cash collateral to a borrower in a timely manner. As adviser to the Fund and the affiliated cash management vehicle in which the cash collateral is
invested, Janus Capital has an inherent conflict of interest as a result of its fiduciary duties to both the Fund and the cash management vehicle. Additionally, Janus Capital receives an investment advisory fee of 0.05% for managing the cash
management vehicle used for the securities lending program, and therefore may have an incentive to allocate collateral to the cash management vehicle rather than to other collateral management options for which Janus Capital does not receive
compensation.
The portfolio turnover rate of the Fund is calculated by dividing the lesser of purchases or sales of portfolio securities
(exclusive of purchases or sales of U.S. Government securities and all other securities whose maturities at the time of acquisition were one year or less) by the monthly average of the value of the portfolio securities owned by the Fund during the
year. Proceeds from short sales and assets used to cover short positions undertaken are included in the amounts of securities sold and purchased, respectively, during the fiscal year. A 100% portfolio turnover rate would occur, for example, if all
of the securities held by the Fund were replaced once during the fiscal year. The Fund cannot accurately predict its turnover rate. Variations in portfolio turnover rates shown may be due to turnover in the Funds Underlying Index, market
conditions, changes in the size of the Fund, fluctuating volume of shareholder purchase and redemption orders and the nature of the Funds investments. Higher levels of portfolio turnover may result in higher costs for brokerage commissions,
dealer mark-ups, and other transaction costs, and may also result in taxable capital gains. Higher costs associated with increased portfolio turnover may offset gains in Fund performance.
The following table summarizes the portfolio turnover rate for the Fund for the fiscal years ended October 31, 2019, and 2018.
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Fund Name
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Fiscal Year
Ended
October 31, 2019
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Fiscal Year
Ended
October 31, 2018
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Janus
Henderson Short Duration Income ETF
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23%
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22
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%
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PORTFOLIO HOLDINGS DISCLOSURE POLICIES AND PROCEDURES
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The Investment Company Holdings Disclosure Policies and Procedures adopted by the Funds Trustees are designed to ensure
that the Funds portfolio holdings information is disclosed in a manner that (i) is consistent with applicable legal requirements and in the best interest of the Funds shareholders; (ii) does not put the interests of Janus
Capital, ALPS Distributors, Inc., or any affiliated person of Janus Capital or ALPS Distributors, Inc., above those of Fund shareholders; (iii) does not advantage any current or prospective Fund shareholders over any other current or
prospective Fund shareholders, except to the extent that certain entities (as described below) may receive portfolio holdings information not available to other current or prospective Fund shareholders in connection with the dissemination of
Creation Units; and (iv) does not provide selective access to portfolio holdings information except pursuant to the procedures outlined below and to the extent appropriate confidentiality arrangements limiting the use of such information are in
effect. The entities referred to in sub-section (iii) above are generally limited to National Securities Clearing Corporation members, subscribers to various fee-based subscription services, Authorized Participants, and other
institutional market participants and entities that provide information for transactional services.
Disclosure of Portfolio Holdings in Accordance
with SEC Exemptive Relief. Each business day, the Funds portfolio holdings information is provided to ALPS Distributors, Inc. or other agent for dissemination through the facilities of the National Securities Clearing
Corporation and/or other fee-based subscription services to National Securities Clearing Corporation members and/or subscribers to entities that publish and/or analyze such information in connection with the process of purchasing or redeeming
Creation Units or trading shares of the Fund in the secondary market. This information typically
41
reflects the Funds anticipated holdings on the following business day. In addition, on each business day before commencement of trading in shares on the NYSE Arca, the Fund will disclose on
janushenderson.com/info the identities and quantities of each portfolio position held by the Fund that will form the basis for the Funds calculation of the NAV per share at the end of the business day.
Disclosure of Portfolio Holdings as Required by Applicable Law. The Fund is also required to disclose its complete holdings as an
exhibit to its reports on Form N-PORT within 60 days of the end of the first and third fiscal quarters, and in the annual report and semiannual report to Fund shareholders. These reports (i) are available on the SECs website at
http://www.sec.gov; (ii) may be obtained by calling 1-800-SEC-0330); and (iii) are available without charge, upon request, by calling a Janus representative at 1-800-525-0020.
Daily access to information concerning the Funds portfolio holdings is
permitted (i) to certain personnel of those service providers that are involved in portfolio management and in providing administrative, operational, risk management, or other support to portfolio management; and (ii) to other personnel of
Janus Capital, ALPS Distributors, Inc. and its affiliates, and the administrator, custodian, and fund accountant who deal directly with, or assist in, functions related to investment management, distribution, administration, custody, securities
lending, and fund accounting, as may be necessary to conduct business in the ordinary course in a manner consistent with federal securities laws and regulations thereunder.
Portfolio holdings information made available in connection with the creation/redemption process may be provided to other entities that provide services to the
Fund in the ordinary course of business after it has been disseminated to the National Securities Clearing Corporation. From time to time, information concerning portfolio holdings other than portfolio holdings information made available in
connection with the creation/redemption process, as discussed above, may be provided to other entities that provide services to the Fund, including rating or ranking organizations, in the ordinary course of business, no earlier than one business day
following the date of the information.
Nonpublic portfolio holdings information may be disclosed to certain third parties upon a good faith determination
made by Janus Capitals Chief Compliance Officer that the Fund has a legitimate business purpose for such disclosure and the recipient agrees to maintain confidentiality. The Chief Compliance Officer reports to the Funds Trustees
regarding material compliance matters with respect to the portfolio holdings disclosure policies and procedures.
Under extraordinary circumstances, Janus
Capitals Chief Compliance Officer or a designee has the authority to waive one or more provisions of, or make exceptions to, the Investment Company Holdings Disclosure Policies and Procedures when in the best interest of the Fund and when such
waiver or exception is consistent with federal securities laws and applicable fiduciary duties. The frequency with which portfolio holdings are disclosed, as well as the lag time associated with such disclosure, may vary as deemed appropriate under
the circumstances.
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INVESTMENT ADVISER
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INVESTMENT ADVISER JANUS CAPITAL MANAGEMENT LLC
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As stated in the Prospectus, the Fund has an Investment Advisory Agreement with Janus Capital Management LLC, 151 Detroit
Street, Denver, Colorado 80206-4805. Janus Capital is an indirect wholly-owned subsidiary of Janus Henderson Group plc (JHG). Janus Capital Group Inc., the direct parent of Janus Capital, completed a strategic combination with Henderson
Group plc on May 30, 2017 to form JHG, doing business as Janus Henderson Investors.
The Funds Advisory Agreement is in effect from year to year
so long as such continuance is approved at least annually by the vote of a majority of the Funds Trustees who are not parties to the Advisory Agreement or interested persons (as defined by the 1940 Act) of any such party (the
Independent Trustees), and by either the Funds Trustees or the affirmative vote of a majority of the outstanding voting securities of the Fund. The Advisory Agreement: (i) may be terminated, without the payment of any penalty,
by the Funds Trustees, or the vote of at least a majority of the outstanding voting securities of the Fund, or Janus Capital, on 60 days advance written notice; (ii) terminates automatically in the event of its assignment; and
(iii) generally, may not be amended without the approval by vote of a majority of the Trustees of the Fund, including a majority of the Independent Trustees, and, to the extent required by the 1940 Act, the affirmative vote of a majority of the
outstanding voting securities of the Fund.
The Advisory Agreement provides that Janus Capital will furnish continuous advice and recommendations
concerning the Funds investments, provide office space for the Fund and certain other advisory-related services. Pursuant to the Advisory Agreement, under the unitary fee structure, the Fund pays Janus Capital a Management Fee in
return for providing certain investment advisory, supervisory, and administrative services to the Fund. The fee structure is designed to pay substantially all of the Funds expenses. However, the Fund bears other expenses which are not covered
under the Management Fee, such as distribution fees (if any), brokerage expenses or commissions, interest, dividends, taxes, litigation expenses, acquired fund fees and expenses (if any), and extraordinary expenses.
In rendering investment advisory services to the Fund, Janus Capital may use the portfolio management, research, and other resources of Kapstream Capital Pty
Limited (Australia) (Kapstream), a foreign affiliate of Janus Capital. Kapstream employees may provide services to the Fund either as employees of Janus Capital or through a participating affiliate arrangement, as that term
is used in relief granted by the staff of the SEC allowing U.S. registered investment advisers to use portfolio management or research resources of advisory affiliates subject to the regulatory supervision of the registered adviser. Under the
participating affiliate arrangement, Kapstream and its employees are considered associated persons of Janus Capital (as that term is defined in the Investment Advisers Act of 1940, as amended) and investment professionals from Kapstream
may render portfolio management, research, and other services to the Fund, subject to supervision of Janus Capital. The responsibilities of both Janus Capital and Kapstream under the participating affiliate arrangement are documented in a memorandum
of understanding between the two entities.
Janus Capital has received an exemptive order from the SEC that permits Janus Capital, subject to the approval
of the Trustees, to appoint or replace certain subadvisers to manage all or a portion of the Funds assets and enter into, amend, or terminate a subadvisory agreement with certain subadvisers without obtaining shareholder approval (a
manager-of-managers structure). The manager-of-managers structure applies to subadvisers that are not affiliated with the Trust or Janus Capital (non-affiliated subadvisers), as well as any subadviser that is an indirect or
direct wholly-owned subsidiary (as such term is defined by the 1940 Act) of Janus Capital or of another company that, indirectly or directly, wholly owns Janus Capital (collectively,
wholly-owned subadvisers).
Pursuant to the order, Janus Capital, with the approval of the Trustees,
has the discretion to terminate any subadviser and allocate and reallocate the Funds assets among Janus Capital and any other non-affiliated subadvisers or wholly-owned subadvisers (including terminating a non-affiliated subadviser and
replacing it with a wholly-owned subadviser). To the extent that the Funds assets are allocated to one or more subadvisers, Janus Capital, subject to oversight and supervision by the Trustees, would have responsibility to oversee such
subadviser to the Fund and to recommend for approval by the Trustees, the hiring, termination, and replacement of a subadviser for the Fund. The order also permits the Fund to disclose subadvisers fees only in the aggregate. In the event that
Janus Capital hires a new subadviser pursuant to the manager-of-managers structure, the affected Janus Henderson fund would provide shareholders with information about the subadviser and subadvisory agreement within 90 days.
The Trustees and the initial shareholder of the Fund have approved the use of a manager-of-managers structure for the Fund.
43
Janus Capital also provides certain administration services necessary for the operation of the Fund, including,
but not limited to, blue sky registration and monitoring services, and preparation of prospectuses.
You can request the Funds annual or semiannual
reports (as they become available), free of charge, by contacting your broker-dealer, plan sponsor, or financial intermediary, or by contacting a Janus representative at 1-800-668-0434. The reports are also available, free of charge, at janushenderson.com/info.
The Fund
pays a monthly Management Fee to Janus Capital for its services.
The following table reflects the Funds contractual Management Fee rate for
the most recent fiscal year (expressed as an annual rate). The fee is based on the Funds daily net assets.
|
|
|
|
|
|
|
Fund Name
|
|
Daily Net
Assets of the Fund
|
|
Contractual
Management Fees (%)
(annual rate)
|
|
Janus
Henderson Short Duration Income ETF
|
|
$0-$500 million
Next $500 million
Over $1 billion
|
|
|
0.35
0.28
0.20
|
|
The following table summarizes the Management Fees paid by the Fund during the fiscal years ended October 31, 2019, and
2018, and the period from commencement of operations on November 16, 2016 through October 31, 2017.
|
|
|
|
|
|
|
Fund Name
|
|
Fiscal Year
Ended
October 31, 2019
|
|
Fiscal Year
Ended
October 31, 2018
|
|
For the Period
November 16, 2016
through
October 31, 2017
|
Janus
Henderson Short Duration Income ETF
|
|
$2,935,388
|
|
$1,423,490
|
|
$222,976
|
|
PAYMENTS TO FINANCIAL INTERMEDIARIES BY JANUS CAPITAL OR ITS
AFFILIATES
|
From their own assets, Janus Capital or its affiliates pay selected brokerage firms or other financial intermediaries for
making certain funds available to their clients or otherwise distributing, promoting or marketing the funds. Janus Capital or its affiliates make payments to one or more intermediaries for information about transactions and holdings in a fund, such
as the amount of fund shares purchased, sold or held through the intermediary and or its salespersons, the intermediary platform(s) on which shares are transacted and other information related to a fund. Payments made to intermediaries may eliminate
or reduce trading commissions that the intermediary would otherwise charge its customers or its salespersons in connection with the purchase or sale of certain funds. Payment by Janus Capital or its affiliates to eliminate or reduce a trading
commission creates an incentive for salespersons of the intermediary to sell the Janus Henderson funds over other funds for which a commission would be charged. The amount of these payments is determined from time to time by Janus Capital, may be
substantial, and may differ for different intermediaries. Janus Capital may determine to make payments based on any number of factors or metrics. For example, Janus Capital may make payments at year-end and/or other intervals in a fixed amount, an
amount based upon an intermediarys services at defined levels, an amount based upon the total assets represented by funds subject to arrangements with the intermediary, or an amount based on the intermediarys net sales of one or more
funds in a year or other period, any of which arrangements may include an agreed-upon minimum or maximum payment, or any combination of the foregoing. Other factors may include, but are not limited to, the distribution capabilities of the
intermediary, the overall quality of the relationship, expected gross and/or net sales generated by the relationship, disposition and retention rates of assets held through the intermediary, the willingness to cooperate with Janus Capitals
marketing efforts, access to sales personnel, and the anticipated profitability of sales through the institutional relationship. These factors and their weightings may differ from one intermediary to another and may change from time to time. As of
the date of this SAI, Janus Capital and its affiliates have agreements with Morgan Stanley Smith Barney LLC, National Financial Services LLC, Fidelity Brokerage Services, LLC, Pershing LLC, and Intermediary Analytics, a division of BNY Mellon
Performance & Risk Analytics, LLC to make payments out of their own assets related to the acquisition or retention of certain Janus Henderson ETFs. Any additions, modifications, or deletions to the broker-dealer firms identified that have
occurred since that date are not reflected.
With respect to non-exchange-traded Janus Henderson funds, Janus Capital or its affiliates may pay fees,
from their own assets, to selected brokerage firms, banks, financial advisors, retirement plan service providers, and other financial intermediaries that
44
sell the Janus Henderson funds for distribution, marketing, promotional, or related services, and/or for providing recordkeeping, subaccounting, transaction processing, and other shareholder or
administrative services (including payments for processing transactions via National Securities Clearing Corporation (NSCC) or other means) in connection with investments in the Janus Henderson funds. These fees are in addition to
any fees that may be paid by the Janus Henderson funds for these types of services or other services. Shareholders investing through an intermediary should consider whether such arrangements exist when evaluating any recommendations from an
intermediary.
In addition, Janus Capital or its affiliates may also share certain marketing expenses with intermediaries, or pay for or sponsor
informational meetings, seminars, client awareness events, support for marketing materials, sales reporting, or business building programs for such intermediaries to raise awareness of the Janus Henderson funds. Janus Capital or its affiliates may
also pay intermediaries for the development of technology platforms and reporting systems. Janus Capital or its affiliates may make payments to participate in intermediary marketing support programs which may provide Janus Capital or its affiliates
with one or more of the following benefits: attendance at sales conferences, participation in meetings or training sessions, access to or information about intermediary personnel, use of an intermediarys marketing and communication
infrastructure, fund analysis tools, business planning and strategy sessions with intermediary personnel, information on industry- or platform-specific developments, trends and service providers, and other marketing-related services. Such payments
may be in addition to, or in lieu of, the payments described above. These payments are intended to promote the sales of Janus Henderson funds and to reimburse financial intermediaries, directly or indirectly, for the costs that they or their
salespersons incur in connection with educational seminars, meetings, and training efforts about the Janus Henderson funds to enable the intermediaries and their salespersons to make suitable recommendations, provide useful services, and maintain
the necessary infrastructure to make the Janus Henderson funds available to their customers.
The receipt of (or prospect of receiving) payments,
reimbursements and other forms of compensation described above may provide a financial intermediary and its salespersons with an incentive to favor sales of Janus Henderson funds shares over sales of other funds (or non-investment company
investments), with respect to which the financial intermediary does not receive such payments or receives them in a lower amount. The receipt of these payments may cause certain financial intermediaries to elevate the prominence of the Janus
Henderson funds within such financial intermediarys organization by, for example, placement on a list of preferred or recommended funds and/or the provision of preferential or enhanced opportunities to promote the Janus Henderson funds in
various ways within such financial intermediarys organization.
From time to time, certain financial intermediaries approach Janus Capital to request
that Janus Capital make contributions to certain charitable organizations. In these cases, Janus Capitals contribution may result in the financial intermediary, or its salespersons, recommending Janus Henderson funds over other funds (or
non-mutual fund investments).
The payment arrangements described above will not change the price an investor pays for shares nor the amount that a
Janus Henderson fund receives to invest on behalf of the investor. You should consider whether such arrangements exist when evaluating any recommendations from an intermediary to purchase or sell shares of the Fund. Please contact your
financial intermediary or plan sponsor for details on such arrangements.
|
ADDITIONAL INFORMATION ABOUT JANUS CAPITAL
|
Janus Capital acts as adviser to a number of mutual funds and exchange-traded funds. In addition, it acts as subadviser for a
number of private-label mutual funds and provides separate account advisory services for institutional accounts. Janus Capital may also manage its own proprietary accounts, as well as other pooled investment vehicles, such as hedge funds. Janus
Capital has a fiduciary responsibility to manage all client accounts in a fair and equitable manner. As such, investment decisions for each account managed by Janus Capital, including the Fund, are made independently from those for any other account
that is or may in the future become managed by Janus Capital or its affiliates. If, however, a number of accounts managed by Janus Capital are contemporaneously engaged in the purchase or sale of the same security, the orders may be aggregated
and/or the transactions may be averaged as to price and allocated to each account in accordance with allocation procedures adopted by Janus Capital. Partial fills for the accounts of two or more portfolio managers will be allocated pro rata under
procedures adopted by Janus Capital. Circumstances may arise under which Janus Capital may determine that, although it may be desirable and/or suitable that a particular security or other investment be purchased or sold for more than one account,
there exists a limited supply or demand for the security or other investment. Janus Capital seeks to allocate the opportunity to purchase or sell that security or other investment among accounts on an equitable basis by taking into consideration
factors including, but not limited to, size of
45
the portfolio, concentration of holdings, investment objectives and guidelines, purchase costs, and cash availability. Janus Capital, however, cannot assure equality of allocations among all its
accounts, nor can it assure that the opportunity to purchase or sell a security or other investment will be proportionally allocated among accounts according to any particular or predetermined standards or criteria. In some cases, these allocation
procedures may adversely affect the price paid or received by an account or the size of the position obtained or liquidated for an account. In others, however, the accounts ability to participate in volume transactions may produce better
executions and prices for the accounts.
With respect to allocations of initial public offerings of equity securities or syndicate offerings of bonds (each
a Primary Offering), under Primary Offering allocation procedures adopted by Janus Capital, an account may participate in a Primary Offering if the portfolio managers believe the Primary Offering is an appropriate investment based on the
accounts investment restrictions, risk profile, asset composition, and/or cash levels. For equity securities, these Primary Offering allocation procedures generally require that all shares purchased in a Primary Offering be allocated on a pro
rata basis to all participating accounts based upon the total assets of each account. For syndicated bond offerings, the Primary Offering procedures generally require that all bonds purchased be allocated on a pro rata basis to all participating
accounts within the same investment strategy (as opposed to pro rata across all participating accounts). To the extent a fund, such as a new fund, has only affiliated shareholders, such as a portfolio manager or an adviser, and the fund participates
in a Primary Offering, those shareholders may be perceived as receiving a benefit and, as a result, may have a conflict with management of the fund.
Janus
Capital is permitted to adjust its allocation procedures to address fractional shares, odd lots, or minimum issue sizes. In certain circumstances, and subject to its allocation procedures, Janus Capital may deviate from a pro-rata allocation to
account for allocation sizes that are deemed, by the portfolio managers, to be de minimis to certain eligible accounts or to address situations specific to individual accounts (e.g., cash limitations, position weightings, etc.). Participation
in Primary Offerings may impact performance. In particular, the allocation of securities may have the unintended consequence of having a greater impact (positive or negative) on the performance of one or more accounts compared to other accounts.
Janus Capital manages long and short portfolios. The simultaneous management of long and short portfolios creates potential conflicts of interest in fund
management and creates potential risks such as the risk that short sale activity could adversely affect the market value of long positions in one or more funds (and vice versa), the risk arising from the sequential orders in long and short
positions, and the risks associated with the trade desk receiving opposing orders in the same security at the same time.
Janus Capital has adopted
procedures that it believes are reasonably designed to mitigate these and other potential conflicts and risks. Among other things, Janus Capital has trade allocation procedures in place as previously described. In addition, procedures prohibit a
portfolio manager from executing a short sale on a security held long in any other portfolio that he or she manages but is not held long in the account in which the portfolio manager is placing the short. Note this does not prohibit shorting against
the box. The procedures also require approvals of Janus Capital senior management in other situations that raise potential conflicts of interest, as well as periodic monitoring of long and short trading activity of the Janus Henderson funds and
accounts.
The Fund and other funds advised by Janus Capital or its affiliates may also transfer daily uninvested cash balances into one or more joint
trading accounts. Assets in the joint trading accounts are invested in money market instruments and the proceeds are allocated to the participating funds on a pro rata basis.
Pursuant to the provisions of the 1940 Act, the Fund may participate in an affiliated or non-affiliated cash sweep program. In the cash sweep program,
uninvested cash balances of the Fund may be used to purchase shares of affiliated or non-affiliated money market funds or cash management pooled investment vehicles that operate pursuant to the provisions of the 1940 Act that govern the operation of
money market funds. All funds are eligible to participate in the cash sweep program (the Investing Funds). As adviser, Janus Capital has an inherent conflict of interest because of its fiduciary duties to the affiliated money market
funds or cash management pooled investment vehicles and the Investing Funds. In addition, Janus Capital receives an investment advisory fee for managing the cash management vehicle used for its securities lending program, and therefore may have an
incentive to allocate collateral to the cash management vehicle rather than to other collateral management options for which Janus Capital does not receive compensation.
Each account managed by Janus Capital has its own investment objective and policies and is managed accordingly by the respective portfolio managers. As a
result, from time to time, two or more different managed accounts may pursue divergent investment strategies with respect to investments or categories of investments.
46
ALPS Distributors, Inc.s Code of Ethics
Pursuant to Rule 17j-1 under the 1940 Act, the Trustees have approved a Code of Ethics adopted by ALPS Distributors, Inc. The Code of Ethics is intended to
ensure that the interests of shareholders and other clients are placed ahead of any personal interest, that no undue personal benefit is obtained from the persons employment activities and that actual and potential conflicts of interest are
avoided.
The Code of Ethics applies to the personal investing activities of ALPS Distributors, Inc. (Access Persons). Rule 17j-1 and the Code
of Ethics are designed to prevent unlawful practices in connection with the purchase or sale of securities by Access Persons. Under the Code of Ethics, Access Persons are permitted to engage in personal securities transactions, but are required to
report their personal securities transactions for monitoring purposes. The Code of Ethics permits personnel subject to the Code to invest in securities subject to certain limitations, including securities that may be purchased or held by the Fund.
In addition, certain Access Persons are required to obtain approval before investing in initial public offerings or private placements. The Code of Ethics is on file with the SEC, and is available to the public.
Janus Capital Personal Code of Ethics
Janus Capital
currently has in place the Personal Code of Ethics, which is comprised of the Personal Account Dealing Policy, the Gift and Entertainment Received Policy, the Outside Business Activities Policy, and the Political Activities Policy. The Personal Code
of Ethics is designed to ensure Janus Capital personnel: (i) observe applicable legal (including compliance with applicable federal securities laws) and ethical standards in the performance of their duties; (ii) at all times place the interests of
the Fund shareholders first; (iii) disclose all actual or potential conflicts; (iv) adhere to the highest standards of loyalty, candor, and care in all matters relating to the Fund shareholders; (v) conduct all personal trading, including
transactions in the Funds and other securities, consistent with the Personal Code of Ethics and in such a manner as to avoid any actual or potential conflict of interest or any abuse of their position of trust and responsibility; and (vi) refrain
from using any material nonpublic information in securities trading. The Personal Code of Ethics is on file with and available from the SEC through the SEC website at http://www.sec.gov.
Under the Personal Account Dealing Policy, all Janus Capital personnel, as well as the Trustees and Officers of the Funds, are required to conduct their
personal investment activities in a manner that Janus Capital believes is not detrimental to the Funds. In addition, Janus Capital personnel are not permitted to transact in securities held by the Funds for their personal accounts except under
circumstances specified in the Personal Account Dealing Policy. All personnel of Janus Capital and the Funds, as well as certain other designated employees deemed to have access to current trading information, are required to pre-clear all
transactions in securities not otherwise exempt. Requests for trading authorization will be denied when, among other reasons, the proposed personal transaction would be contrary to the provisions of the Personal Account Dealing Policy.
In addition to the pre-clearance requirement described above, the Personal Account Dealing Policy subjects such personnel to various trading restrictions and
reporting obligations. All reportable transactions are reviewed for compliance with the Personal Account Dealing Policy and under certain circumstances Janus Capital personnel may be required to forfeit profits made from personal trading.
|
PROXY VOTING POLICIES AND PROCEDURES
|
The Funds Trustees have delegated to Janus Capital the authority to vote all proxies relating to the Funds
portfolio securities in accordance with Janus Capitals own policies and procedures. A summary of Janus Capitals policies and procedures is available without charge: (i) upon request, by calling 1-800-525-0020; (ii) on the
Funds website at janushenderson.com/proxyvoting; and (iii) on the SECs website at http://www.sec.gov.
A complete copy of Janus
Capitals proxy voting policies and procedures, including specific guidelines, is available at janushenderson.com/proxyvoting.
The Funds proxy
voting record for the one-year period ending each June 30th is available, free of charge, through janushenderson.com/proxyvoting and from the SEC through the SECs website at http://www.sec.gov.
|
JANUS CAPITAL MANAGEMENT LLC
PROXY VOTING SUMMARY FOR THE FUND
|
Janus Capital seeks to vote proxies in the best interest of its shareholders and without regard to any other Janus Capital
relationship (business or otherwise).
47
Proxy Voting Procedures
Janus Capital has adopted proxy voting procedures (the Proxy Voting Procedures) and developed proxy voting guidelines (the Janus
Guidelines) that are intended to ensure that votes are cast in the best interest of clients and shareholders, including by mitigating any potential conflicts of interest.
The Janus Guidelines outline how Janus Capital generally votes proxies for securities held in the funds and accounts it manages. The Janus Guidelines, which
include recommendations on most major corporate issues, are developed by the Janus Henderson Proxy Voting Committee (the Proxy Voting Committee) in consultation with Janus Capitals portfolio managers. The Proxy Voting Committee is
composed of representatives from the Office of the Treasurer, Operations Control, Compliance, as well as Governance and Responsible Investing, and equity portfolio management; and assisted by a non-voting
member from the Legal group. The Proxy Voting Committee also engages Institutional Shareholder Services Inc. (ISS) (the Proxy Voting Service) to provide research and recommendations on policies and guidelines.
Although Janus Capital has created the Proxy Voting Committee to provide guidance on general proxy issues and engaged the Proxy Voting Service to provide
research and recommendations on specific ones, Janus Capitals portfolio managers are ultimately responsible for determining how to vote proxies with respect to securities held in the portfolios they manage. The Janus Guidelines identify votes
where portfolio manager input is neither requested nor required along with votes where portfolio manager input is requested or required. The portfolio managers have elected to generally vote in accordance with the Janus Guidelines, in accordance
with the Proxy Voting Service recommendation where portfolio manager input is required, and in accordance with the votes of another portfolio manager that also holds those securities if that other portfolio manager is better situated to make a
determination on the particular proxy issue and instructs a vote contrary to the Janus Guidelines or to the Proxy Voting Service recommendation.
Certain Funds may participate in a securities lending program under which shares of an issuer may be on loan while that issuer is conducting a proxy
solicitation. Generally, if shares of an issuer are on loan during a proxy solicitation, a Fund cannot vote the shares. The portfolio managers have discretion to pull back lent shares before proxy record dates and vote proxies if time permits.
The Proxy Voting Committees oversight responsibilities include monitoring for, and resolving, potential and actual material conflicts of interest
with respect to proxy voting. A conflict of interest may arise from a number of situations, including but not limited to a business relationship between Janus Capital and the issuer, an inducement provided to portfolio management by the issuer or
its agents or a personal relationship between portfolio management and the management of the issuer. Janus Capital believes that default application of the Janus Guidelines should, in most cases, adequately address any possible conflicts of
interest. However, the potential for conflicts of interest exists in instances where portfolio management exercises discretion to (i) vote against the Janus Guidelines or (ii) vote against ISS benchmark recommendation and with management on an
item that has been referred. In those circumstances (together, exception votes), portfolio management is required to provide a sufficient written rationale for their vote. On a quarterly basis, the Proxy Voting Committee reviews
exception votes and assesses the adequacy of portfolio managements stated rationale. If the Proxy Voting Committee does not agree that portfolio managements rationale is reasonable with regards to a potential or actual personal conflict
of interest the proxy vote will be cast in accordance with the Janus Guidelines or as instructed by the Chief Investment Officer or a delegate. If the Proxy Voting Committee does not agree that portfolio managements rational is reasonable with
regards to a potential or actual business conflict of interest, the proxy vote will be cast in accordance with the Janus Guidelines or as instructed by the Proxy Voting Committee.
Proxy Voting Policies
As discussed above, the Proxy
Voting Committee has developed the Janus Guidelines for use in voting proxies. Below is a summary of some of the Janus Guidelines.
Board of
Directors Issues
Janus Capital: (i) will generally vote in favor of slates of director candidates that are comprised of a majority of
independent directors; (ii) will generally vote in favor of proposals to increase the minimum number of independent directors; and (iii) will generally oppose non-independent directors who serve on the audit, compensation, and/or
nominating committees of the board.
Auditor Issues
Janus Capital will generally oppose proposals asking for approval of auditors that have a financial interest in or association with the company and are
therefore not independent.
48
Equity and Executive Compensation Issues
Janus Capital will generally vote in favor of equity-based compensation plans unless they create an inconsistent relationship between long-term share
performance and compensation, do not demonstrate good stewardship of investors interests, or contain problematic features. Proposals regarding the re-pricing of underwater options (stock options in which the price the employee is contracted to
buy shares is higher than the current market price) and the issuance of reload options (stock options that are automatically granted if outstanding stock options are exercised during a window period) will generally be opposed. Janus Capital will
generally vote in favor with regard to advisory votes on executive compensation (say-on-pay), unless problematic pay practices are maintained.
General Corporate Issues
Janus Capital:
(i) will generally oppose proposals regarding supermajority voting rights (for example, to approve acquisitions or mergers); (ii) will generally oppose proposals for different classes of stock with different voting rights; and
(iii) will generally oppose proposals seeking to implement measures designed to prevent or obstruct corporate takeovers, unless such measures are designed primarily as a short-term means to protect a tax benefit or are structured in a way that
give shareholders the ultimate decision on any proposal or offer, and are proposed in a transparent and independent fashion. Janus Capital will review proposals relating to mergers, acquisitions, tender offers, and other similar actions on a
case-by-case basis.
Shareholder Proposals
If a shareholder proposal is specifically addressed by the Janus Guidelines, Janus Capital will generally vote pursuant to that Janus Guideline. Janus
Capitals first priority is to act as a fiduciary in the best interests of its clients. Janus Capital recognizes that environmental, social, moral, or ethical issues present risks and opportunities that can have an impact on company financial
performance. Janus Capital strives to balance these issues in a manner consistent with its fiduciary obligations. Janus Capital will generally vote with management on these matters unless it identifies areas of weakness or deficiency relative to
peers and/or industry best practices or it feels that management has failed to adequately respond to shareholder concerns. In such instances Janus Capital will review these matters on a case-by-case basis, consistent with its fiduciary obligations
to clients. Janus Capital will solicit additional research from its Proxy Voting Service for proposals outside the scope of the Janus Guidelines.
49
CUSTODIAN, TRANSFER AGENT,
AND CERTAIN AFFILIATIONS
State Street Bank and Trust Company (State Street or the Custodian), P.O. Box 0351, Boston, Massachusetts 02117-0351 is the custodian
of the domestic securities and cash of the Fund and of an affiliated cash management pooled investment vehicle. State Street is the designated Foreign Custody Manager (as the term is defined in Rule 17f-5 under the 1940 Act) of the Funds
securities and cash held outside the United States. The Funds Trustees have delegated to State Street certain responsibilities for such assets, as permitted by Rule 17f-5. State Street and the foreign subcustodians selected by it hold the
Funds assets in safekeeping and collect and remit the income thereon, subject to the instructions of the Fund. State Street also serves as transfer agent for the shares of the Fund (Transfer Agent).
State Street also provides certain fund administration services to the Fund, including services related to the Funds accounting, including calculating
the daily NAV, audit, tax, and reporting obligations, pursuant to an Agreement with Janus Capital, on behalf of the Fund. Janus Capital may cancel this Agreement at any time with 90 days notice. As compensation for such services, Janus Capital
pays State Street a fee based on a percentage of the Funds assets, with a minimum flat fee, per Fund, for certain services. Janus Capital serves as administrator to the Fund, providing oversight and coordination of the Funds service
providers, recordkeeping and other administrative services. Janus Capital does not receive any additional compensation, beyond the unitary fee, for serving as administrator.
The following table summarizes the fees received by State Street for custodian, transfer agent and sub-administrative services for the fiscal years ended
October 31, 2019, and 2018 and for the period of commencement of operations on November 16, 2016 through October 31, 2017 for the Fund.
|
|
|
|
|
|
|
|
|
|
|
Fund Name
|
|
Fiscal Year Ended
October 31, 2019
|
|
Fiscal Year Ended
October 31, 2018
|
|
|
Period of Commencement of
Operations on November 16, 2016
through October 31, 2017
|
|
Janus
Henderson Short Duration Income ETF
|
|
$500,972
|
|
$
|
252,888
|
|
|
$
|
130,519
|
|
Pursuant to agreements with Janus Capital on behalf of the Fund, State Street Global Markets, an affiliate of State
Street, may execute portfolio transactions for the Fund, including but not limited to, transactions in connection with cash in lieu transactions (as described under Fund Deposit) for foreign securities.
ALPS Distributors, Inc. (ALPS or the Distributor), 1290 Broadway, #1000, Denver, Colorado 80203-5603 is registered as a broker-dealer
under the Securities Exchange Act of 1934 and is a member of the Financial Industry Regulatory Authority, Inc. (FINRA). ALPS acts as the agent of the Fund in connection with the sale of its shares in all states in which such shares are
registered and in which ALPS is qualified as a broker-dealer. Under the Distribution Agreement, ALPS offers Creation Units of the Funds shares on an ongoing basis.
Pursuant to an agreement with ALPS, Janus Distributors LLC (dba Janus Henderson Distributors), 151 Detroit Street, Denver, Colorado 80206-4805, a
wholly-owned subsidiary of Janus Capital, and a member of FINRA, may provide marketing and promotional services on behalf of the Fund. Janus Henderson Distributors does not receive any compensation from the Fund or ALPS for such services.
50
PORTFOLIO TRANSACTIONS AND
BROKERAGE
Janus Capital places all portfolio transactions of the Fund. Janus Capital has a policy
of seeking to obtain the best execution of all portfolio transactions (the best net prices under the circumstances based upon a number of factors including and subject to the factors discussed below) provided that Janus Capital may
occasionally pay higher commissions for research services as described below. The Fund may trade foreign securities in foreign countries because the best available market for these securities is often on foreign exchanges. In transactions on foreign
stock exchanges, brokers commissions are frequently fixed and are often higher than in the United States, where commissions are negotiated.
Janus Capital considers a number of factors in seeking best execution in selecting broker-dealers and in establishing commissions on transactions. Those
factors include, but are not limited to: Janus Capitals knowledge of currently available established commission rates, prices of securities currently available, and other current transaction costs associated with various trading tools,
channels and venues; the nature, liquidity, size and type of the security being traded; the nature and character of the markets for the security to be purchased or sold; the desired timing or urgency of the trade pursuant to the investment decision;
the activity existing and expected in the market for the particular security; the ability of a broker to maintain confidentiality, including trade anonymity; the quality of the execution, clearance, and settlement services of a broker-dealer;
financial stability of the broker-dealer and the existence of actual or apparent operational problems of the broker-dealer; principal commitment by the broker-dealer to facilitate the transactions; and with respect to equity transactions for a Janus
Henderson Fund that may utilize client commission agreements (CCAs) (as described below), the value of research products or services provided by a broker-dealer. In recognition of the value of the foregoing factors, and as permitted by
Section 28(e) of the Securities Exchange Act of 1934, as amended, Janus Capital may place portfolio transactions with a broker-dealer at a commission rate (or charge) that is in excess of the commission (or charge) another broker-dealer would have
charged for effecting that transaction if Janus Capital determines in good faith that the amount of such commission (or charge) was reasonable in light of the value of the brokerage and research services provided by such broker-dealer or provided by
third parties viewed in terms of either that particular transaction or of the overall responsibilities of Janus Capital with respect to all client accounts. If the Fund utilizes research services, such services must qualify as advice,
analyses, or reports. To determine that a service constitutes eligible research services, Janus Capital must conclude that it reflects the expression of reasoning or knowledge relating to the value of securities,
advisability of effecting transactions in securities or analyses, or reports concerning issuers, securities, economic factors, investment strategies, or the performance of accounts. To constitute eligible brokerage services, such
services must effect securities transactions and functions incidental thereto, and include clearance, settlement, and the related custody services. Additionally, brokerage services have been interpreted to include services relating to the execution
of securities transactions. Research received from brokers or dealers is supplemental to Janus Capitals own research efforts. Because Janus Capital receives a benefit from the research and brokerage services it receives from broker-dealers,
Janus Capital has an incentive to continue to use those broker-dealers to effect transactions instead of other broker-dealers who do not provide such services, but who may execute transactions at a lower price. Janus Capital does not consider a
broker-dealers sale of Fund shares when choosing a broker-dealer to effect transactions.
Cross trades, in which one Janus Capital
account sells a particular security to another Janus Capital account (potentially saving transaction costs for both accounts), may also pose a potential conflict of interest. Cross trades may be seen to involve a potential conflict of interest if,
for example, one account is permitted to sell a security to another account at a higher price than an independent third party would pay. Janus Capital and the Funds Trustees have adopted compliance procedures that provide that any transactions
between the Fund and another Janus-advised account are to be made at an independent current market price, as required by law. There is also a potential conflict of interest when cross trades involve a Janus Henderson fund that has substantial
ownership by Janus Capital. At times, Janus Capital may have a controlling interest of a fund involved in a cross trade.
For the fiscal year ended October
31, 2019, the total brokerage commissions paid by the Fund to brokers and dealers in transactions identified for execution primarily on the basis of research and other services provided to the Fund are summarized below.
|
|
|
|
|
|
|
Fund Name
|
|
Fiscal Year
Ended
October 31, 2019
|
|
|
|
Commissions
|
|
Transactions
|
|
Janus
Henderson Short Duration Income ETF
|
|
$0
|
|
$
|
0
|
|
51
Additionally, Janus Capital does not guarantee any broker the placement of a predetermined amount of
securities transactions in return for the research or brokerage services it provides. Janus Capital does, however, allocate transactions among brokers in a manner consistent with its execution policies, which provide that Janus Capital may seek
brokers that it has identified as providing execution-related services, research, or research-related products of a particular benefit to Janus Capitals clients. Janus Capital has entered into CCAs with certain broker-dealers under which the
broker-dealers may use a portion of their commissions to pay third parties or other broker-dealers that provide Janus Capital with brokerage or research services, as permitted under Section 28(e) of the Securities Exchange Act of 1934. CCAs allow
Janus Capital to direct broker-dealers to pool commissions that are generated from orders executed at that broker-dealer, and then periodically direct the broker-dealer to pay third parties or other broker-dealers for research or brokerage services.
All uses of CCAs by Janus Capital are subject to applicable law and Janus Capitals best execution obligations. Brokerage and research products and services furnished by brokers may, however, be used in servicing any or all of the clients of
Janus Capital, and such brokerage or research products and services may not necessarily be used by Janus Capital in connection with the same accounts that paid the commissions or charges to the broker or third party providing such brokerage or
research products and services. In addition, such research products and services may not always be used in connection with management of the Fund. Similarly, research and brokerage services paid for with commissions generated by equity trades may be
used for fixed-income clients that normally do not pay brokerage commissions or other clients whose commissions are generally not used to obtain such research and brokerage services.
Janus Capital may also use step-out or sponsorship transactions in order to receive research products and related services. In step-out or sponsorship
transactions, Janus Capital directs trades to a broker-dealer with the instruction that the broker-dealer execute the transaction, but direct all or a portion of the transaction or commission in favor of another broker-dealer that provides such
products and/or services. The second broker-dealer may clear and settle and receive commissions for the remaining portion. In a new issue designation, Janus Capital directs purchase orders to a broker-dealer that is a selling group member or
underwriter of an equity or fixed-income new issue offering. Janus Capital directs that broker-dealer to designate a portion of the broker-dealers commission on the new issue purchase to a second broker-dealer(s) that provides such products
and/or services. Given Janus Capitals receipt of such products and services in connection with step-out or sponsorship transactions and new issue designations, Janus Capital has an incentive to continue to engage in such transactions; however,
Janus Capital only intends to utilize step-out or sponsorship transactions and new issue designations when it believes that doing so would not hinder best execution efforts.
The Fund generally buys and sells fixed-income securities, as applicable, in principal and agency transactions in which no brokerage commissions are paid.
However, the Fund may engage an agent and pay commissions for such transactions if Janus Capital believes that the net result of the transaction to the Fund will be no less favorable than that of contemporaneously available principal transactions.
The implied cost of executing fixed-income securities transactions of the Fund primarily will consist of bid-offer spreads at which brokers will transact. The spread is the difference between the prices at which the broker is willing to purchase and
sell the specific security at the time.
When the Fund purchases or sells a security in the over-the-counter market, the transaction takes place
directly with a principal market-maker, without the use of a broker, except in those circumstances where, in the opinion of Janus Capital, better prices and executions will be achieved through the use of a broker.
Creation or redemption transactions, to the extent consisting of cash, may require the Fund to contemporaneously transact with broker-dealers for purchases of
Deposit Securities (as defined under Fund Deposit) or sales of Fund Securities (as defined under Redemption of Creation Units), including any foreign exchange, as applicable. Such transactions with a particular broker-dealer may be
conditioned upon the broker-dealers agreement to transact at guaranteed price levels in order to reduce transaction costs the Fund would otherwise incur as a consequence of settling creation or redemption baskets in cash rather than in-kind.
52
The following table summarizes the total amount of brokerage commissions paid by the Fund during the fiscal
years ended October 31, 2019, and 2018 and the period from commencement of operations on November 16, 2016 through October 31, 2017.
|
|
|
|
|
|
|
Fund Name
|
|
Fiscal Year
Ended
October 31, 2019
|
|
Fiscal Year
Ended
October 31, 2018
|
|
For the Period
November 16, 2016
through
October 31, 2017
|
Janus
Henderson Short Duration Income ETF
|
|
$30,502
|
|
$8,713
|
|
$1,768
|
Brokerage commissions paid by the Fund may vary significantly from year to year because of portfolio turnover rates,
varying market conditions, changes to investment strategies or processes, and other factors.
As of October 31, 2019, the Fund owned securities of its
regular broker-dealer (or parents) as shown below.
|
|
|
|
|
Fund Name
|
|
Name of Broker-Dealer
|
|
Value of Securities Owned
|
Janus Henderson Short Duration Income ETF
|
|
ANZ New Zealand International Ltd
|
|
$7,028,920
|
Janus
Henderson Short Duration Income ETF
|
|
Australia & New Zealand Banking Group Ltd
|
|
$16,665,378
|
Janus
Henderson Short Duration Income ETF
|
|
Bank of America Corp
|
|
$26,374,984
|
Janus
Henderson Short Duration Income ETF
|
|
Bank of Montreal
|
|
$11,158,033
|
Janus
Henderson Short Duration Income ETF
|
|
Barclays PLC
|
|
$4,735,250
|
Janus
Henderson Short Duration Income ETF
|
|
Citibank NA
|
|
$5,008,217
|
Janus
Henderson Short Duration Income ETF
|
|
Citigroup, Inc
|
|
$17,981,371
|
Janus
Henderson Short Duration Income ETF
|
|
Commonwealth Bank of Australia
|
|
$22,727,723
|
Janus
Henderson Short Duration Income ETF
|
|
Goldman Sachs Bank USA
|
|
$4,031,014
|
Janus
Henderson Short Duration Income ETF
|
|
Goldman Sachs Group, Inc
|
|
$14,043,125
|
Janus
Henderson Short Duration Income ETF
|
|
JPMorgan Chase & Co
|
|
$25,099,207
|
Janus
Henderson Short Duration Income ETF
|
|
Mizuho Financial Group, Inc
|
|
$5,786,306
|
Janus
Henderson Short Duration Income ETF
|
|
Morgan Stanley
|
|
$21,498,998
|
Janus
Henderson Short Duration Income ETF
|
|
Royal Bank of Canada
|
|
$4,861,516
|
Janus
Henderson Short Duration Income ETF
|
|
Toronto-Dominion Bank
|
|
$13,314,996
|
Janus
Henderson Short Duration Income ETF
|
|
Wells Fargo & Co
|
|
$7,761,614
|
Janus
Henderson Short Duration Income ETF
|
|
Wells Fargo Bank NA
|
|
$11,775,777
|
53
SHARES OF THE TRUST
|
NET ASSET VALUE DETERMINATION
|
As stated in the Funds Prospectus, the net asset value (NAV) of the shares of the Fund is determined once
each day the New York Stock Exchange (the NYSE) is open, as of the close of its regular trading session (normally 4:00 p.m., New York time, Monday through Friday). The per share NAV of the Fund is computed by dividing the net
assets by the number of the Funds shares outstanding. Securities held by the Fund are valued in accordance with policies and procedures established by and under the supervision of the Trustees (the Valuation Procedures). In
determining NAV, equity securities traded on a domestic securities exchange are generally valued at the closing prices on the primary market or exchange on which they trade. If such price is lacking for the trading period immediately preceding the
time of determination, such securities are valued at their current bid price. If applicable, equity securities that are traded on a foreign exchange are generally valued at the closing prices on such markets. In the event that there is not current
trading volume on a particular security in such foreign exchange, the bid price from the primary exchange is generally used to value the security. Securities that are traded on the over-the-counter markets are generally valued at their closing or
latest bid prices as available. Foreign securities and currencies are converted to U.S. dollars using the applicable exchange rate in effect at the close of the NYSE. The Fund will determine the market value of individual securities held by it by
using prices provided by one or more approved professional pricing services or, as needed, by obtaining market quotations from independent broker-dealers. Most debt securities are valued in accordance with the evaluated bid price supplied by the
pricing service that is intended to reflect market value. The evaluated bid price supplied by the pricing service is an evaluation that may consider factors such as security prices, yields, maturities, and ratings. Certain short-term securities
maturing within 60 days or less may be valued on an amortized cost basis.
Securities for which market quotations or evaluated prices are not readily
available or are deemed unreliable are valued at fair value determined in good faith under the Valuation Procedures. Circumstances in which fair value pricing may be utilized include, but are not limited to: (i) a significant event that may
affect the securities of a single issuer, such as a merger, bankruptcy, or significant issuer-specific development; (ii) an event that may affect an entire market, such as a natural disaster or significant governmental action; (iii) a
nonsignificant event such as a market closing early or not opening, or a security trading halt; and (iv) pricing of a nonvalued security and a restricted or nonpublic security. Special valuation considerations may apply with respect to
odd-lot fixed-income transactions which, due to their small size, may receive evaluated prices by pricing services which reflect a large block trade and not what actually could be obtained for the odd-lot position.
Trading in securities on European and Far Eastern securities exchanges and over-the-counter markets is normally completed well before the close of business on
each business day in New York (i.e., a day on which the NYSE is open). In addition, European or Far Eastern securities trading generally or in a particular country or countries may not take place on all business days in New York. Furthermore,
trading takes place in Japanese markets on certain Saturdays and in various foreign markets on days which are not business days in New York and on which the Funds NAV is not calculated. The Fund calculates its NAV per share, and therefore
effects sales, redemptions, and repurchases of its shares, as of the close of the NYSE once each day on which the NYSE is open. Such calculation may not take place contemporaneously with the determination of the prices of the foreign portfolio
securities used in such calculation. If an event that is expected to affect the value of a portfolio security occurs after the close of the principal exchange or market on which that security is traded, and before the close of the NYSE, then that
security may be valued in good faith under the Valuation Procedures.
|
DISTRIBUTION AND SHAREHOLDER SERVICING PLAN
|
Rule 12b-1 under the 1940 Act, as amended, (the Rule) provides that an investment company may bear expenses of
distributing its shares only pursuant to a plan adopted in accordance with the Rule. The Trustees have adopted a Rule 12b-1 Distribution Plan (Rule 12b-1 Plan) pursuant to which the Fund may pay certain expenses incurred in the
distribution of its shares and the servicing and maintenance of existing shareholder accounts. ALPS, as the Funds principal underwriter, and Janus Capital may have a direct or indirect financial interest in the Rule 12b-1 Plan or any related
agreement. Pursuant to the Rule 12b-1 Plan, the Fund may pay a fee of up to 0.25% of the Funds average daily net assets. No Rule 12b-1 fee is currently being charged to the Fund.
The Rule 12b-1 Plan was approved by the Board, including a majority of the Independent Trustees of the Fund. In approving each Rule 12b-1 Plan, the Trustees
determined that there is a reasonable likelihood that the Rule 12b-1 Plan will benefit the Fund and its shareholders.
54
The 12b-1 fee may only be imposed or increased when the Trustees determine that it is in the best interests of
shareholders to do so and the imposition of or increase in the 12b-1 fee is first approved by the Funds shareholders. Because these fees are paid out of the Funds assets on an ongoing basis, to the extent that a fee is authorized, over
time they will increase the cost of an investment in the Fund. The Plan fee may cost an investor more than other types of sales charges.
|
CREATION AND REDEMPTION OF CREATION UNITS
|
The Trust issues and sells shares of the Fund only in Creation Units on a continuous basis through the Distributor, without a
sales load, at the NAV next determined after receipt of an order in proper form as described in the Participant Agreement (as defined below), on any Business Day (as defined below).
A Business Day with respect to the Fund is each day the Listing Exchange is open, which excludes weekends and the following holidays: New
Years Day, Martin Luther King, Jr. Day, Presidents Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day. Orders from Authorized Participants to create or redeem Creation Units will only be
accepted on a Business Day.
Fund Deposit
The
consideration for purchase of Creation Units of the Fund will generally consist of cash. If creations are not conducted in cash, the consideration for purchase of Creation Units of the Fund generally consists of the in-kind deposit of a designated
portfolio of securities (including any portion of such securities for which cash may be substituted) (Deposit Securities) and the Cash Component computed as described below. Together, the Deposit Securities and the Cash Component
constitute the Fund Deposit, which will be applicable (subject to possible amendment or correction) to creation requests received in proper form. The Fund Deposit represents the minimum initial and subsequent investment amount for a
Creation Unit of the Fund.
The Cash Component is an amount equal to the difference between the NAV of the shares (per Creation Unit) and the
Deposit Amount, which is an amount equal to the market value of the Deposit Securities, and serves to compensate for any differences between the NAV per Creation Unit and the Deposit Amount. Payment of any stamp duty or other similar
fees and expenses payable upon transfer of beneficial ownership of the Deposit Securities are the sole responsibility of the Authorized Participant purchasing the Creation Unit. The Fund generally offers Creation Units wholly for cash.
Janus Capital makes available through the NSCC on each Business Day prior to the opening of business on the Listing Exchange, the list of names and the
required number or par value of each Deposit Security, if any, and the amount of the Cash Component to be included in the current Fund Deposit (based on information as of the end of the previous Business Day for the Fund). Such Fund Deposit is
applicable, subject to any adjustments as described below, to purchases of Creation Units of shares of the Fund until such time as the next-announced Fund Deposit is made available.
The identity and number or par value of the Deposit Securities change pursuant to changes in the composition of the Funds portfolio and as rebalancing
adjustments and corporate action events are reflected from time to time by Janus Capital with a view to the investment objective of the Fund. The composition of the Deposit Securities may also change in response to adjustments to the weighting or
composition of the component securities constituting the Funds portfolio.
The Fund reserves the right to permit or require the substitution of a
cash in lieu amount to be added to the Cash Component to replace any Deposit Security that may not be available in sufficient quantity for delivery or that may not be eligible for transfer through Depository Trust Company
(DTC) or the Clearing Process (as discussed below). If permitted by applicable laws to offer Creation Units of the Fund in exchange for the Fund Deposit, the Fund also reserves the right to permit or require a cash in lieu
amount in certain circumstances, including circumstances in which (i) the delivery of the Deposit Security by the Authorized Participant (as described below) would be restricted under applicable securities or other local laws or (ii) the
delivery of the Deposit Security to the Authorized Participant would result in the disposition of the Deposit Security by the Authorized Participant becoming restricted under applicable securities or other local laws, or in certain other situations.
In the case of transactions involving cash in lieu amounts, the Authorized Participant must pay the cash equivalent of the Deposit Securities it would otherwise be required to provide through an in-kind purchase, plus the same Cash
Component required to be paid by an in-kind purchaser. If a purchase or redemption consists solely or partially of cash and the Fund places a brokerage transaction for portfolio securities with a third party broker, an Authorized Participant or its
affiliated broker-dealer, the broker or the Authorized Participant (or an affiliated broker-dealer of the Authorized Participant) may be required, in its capacity as broker-dealer with respect to that transaction, to cover certain brokerage, tax,
foreign exchange, execution, and market impact costs through a brokerage execution guarantee.
55
Procedures for Creating Creation Units
To be eligible to place orders with the Distributor and to create a Creation Unit of the Fund, an entity must be: (i) a Participating
Party, i.e., a broker-dealer or other participant in the clearing process through the Continuous Net Settlement System of the NSCC (the Clearing Process) or (ii) a DTC Participant, and must have executed an agreement with
the Distributor, with respect to creations and redemptions of Creation Units (Authorized Participant Agreement) (discussed below). A Participating Party or DTC Participant who has executed an Authorized Participant Agreement is referred
to as an Authorized Participant. All shares of the Fund, however created, will be entered on the records of DTC in the name of Cede & Co. for the account of a DTC Participant.
Role of the Authorized Participant
Creation Units may
be purchased only by or through a DTC Participant that has entered into an Authorized Participant Agreement with the Distributor. Such Authorized Participant will agree, pursuant to the terms of such Authorized Participant Agreement and on behalf of
itself or any investor on whose behalf it will act, to certain conditions, including that such Authorized Participant will make available in advance of each purchase of shares an amount of cash sufficient to pay the Cash Component, once the net
asset value of a Creation Unit is next determined after receipt of the purchase order in proper form, together with the transaction fees described below. An Authorized Participant, acting on behalf of an investor, may require the investor to enter
into an agreement with such Authorized Participant with respect to certain matters, including payment of the Cash Component. Investors who are not Authorized Participants must make appropriate arrangements with an Authorized Participant. Investors
should be aware that their particular broker may not be a DTC Participant or may not have executed an Authorized Participant Agreement and that orders to purchase Creation Units may have to be placed by the investors broker through an
Authorized Participant. As a result, purchase orders placed through a non-Authorized Participant may result in additional charges to such investor. The Trust does not expect to enter into an Authorized Participant Agreement with more than a small
number of DTC Participants. A list of current Authorized Participants may be obtained from the Distributor. The Distributor and Transfer Agent have adopted guidelines regarding Authorized Participants transactions in Creation Units that are
made available to all Authorized Participants. These guidelines set forth the processes and standards for Authorized Participants to transact with the Distributor, Transfer Agent, and their agents in connection with creation and redemption
transactions, as applicable.
Placement of Creation Orders
Fund Deposits must be delivered through the Federal Reserve System (for cash and U.S. government securities), through DTC (for corporate and municipal
securities) or through a central depository account, such as with Euroclear or DTC, maintained by the Custodian or a subcustodian (a Central Depository Account). Any portion of a Fund Deposit that may not be delivered through the Federal
Reserve System or DTC must be delivered through a Central Depository Account. The Fund Deposit transfers made through DTC must be ordered by the DTC Participant in a timely fashion so as to ensure the delivery of the requisite number of Deposit
Securities through DTC to the account of the Fund generally before 3:00 p.m., Eastern time on the Settlement Date. Fund Deposit transfers made through the Federal Reserve System must be deposited by the participant institution in a timely fashion so
as to ensure the delivery of the requisite number or amount of Deposit Securities or cash through the Federal Reserve System to the account of the Fund generally before 3:00 p.m., Eastern time on the Settlement Date. Fund Deposit transfers made
through a Central Depository Account must be completed pursuant to the requirements established by the Custodian or subcustodian for such Central Depository Account generally before 2:00 p.m., Eastern time on the Settlement Date. The
Settlement Date for all funds is generally the second business day after the Transmittal Date. All questions as to the number of Deposit Securities to be delivered, and the validity, form and eligibility (including time of receipt) for
the deposit of any tendered securities, will be determined by the Trust, whose determination shall be final and binding. The amount of cash equal to the Cash Component must be transferred directly to the Custodian through the Federal Reserve Bank
wire transfer system in a timely manner so as to be received by the Custodian generally before 3:00 p.m., Eastern time on the Settlement Date. If the Cash Component and the Deposit Securities are not received by 3:00 p.m., Eastern time on the
Settlement Date, the creation order may be canceled. Upon written notice to the Distributor, such canceled order may be resubmitted the following Business Day using a Fund Deposit as newly constituted to reflect the then current NAV of the Fund. The
delivery of Creation Units so created generally will occur no later than the second Business Day following the day on which the purchase order is deemed received by the Distributor, provided that the relevant Fund Deposit has been received by the
Fund prior to such time.
56
Purchase Orders
To initiate an order for a Creation Unit, an Authorized Participant must submit to the Distributor or its agent an irrevocable order to purchase shares of the
Fund, in proper form, by the Cutoff Time (as defined below). The Distributor or its agent will notify Janus Capital and the Custodian of such order. The Custodian will then provide such information to any appropriate subcustodian. Procedures
and requirements governing the delivery of the Fund Deposit are set forth in the procedures handbook for Authorized Participants and may change from time to time. Investors, other than Authorized Participants, are responsible for making arrangements
for a creation request to be made through an Authorized Participant. The Distributor or its agent will provide a list of current Authorized Participants upon request. Those placing orders to purchase Creation Units through an Authorized Participant
should allow sufficient time to permit proper submission of the purchase order to the Distributor or its agent by the Cutoff Time (as defined below) on such Business Day.
The Authorized Participant must also make available on or before the contractual settlement date, by means satisfactory to the Fund, immediately available or
same day funds estimated by the Fund to be sufficient to pay the Cash Component next determined after acceptance of the purchase order, together with the applicable purchase transaction fees. Any excess funds will be returned following settlement of
the issue of the Creation Unit. Those placing orders should ascertain the deadline for cash transfers by contacting the operations department of the broker or depositary institution effectuating the transfer of the Cash Component. This deadline is
likely to be significantly earlier than the Cutoff Time of the Fund. Investors should be aware that an Authorized Participant may require orders for purchases of shares placed with it to be in the particular form required by the individual
Authorized Participant.
The Authorized Participant is responsible for any and all expenses and costs incurred by the Fund, including any applicable cash
amounts, in connection with any purchase order.
Timing of Submission of Purchase Orders
An Authorized Participant must submit an irrevocable order to purchase shares of the Fund generally before 3:00 p.m., Eastern time on any Business Day in
order to receive that days NAV. Notwithstanding the foregoing, the Fund may, but is not required to permit orders until 4:00 p.m., Eastern time, or until the market closes (in the event the Listing Exchange closes early). On days when the
Listing Exchange or bond markets close earlier than normal (or on days where the bond market is closed but the Listing Exchange is open), the Fund may require orders to create or redeem creation units to be placed earlier in the day. Creation Orders
must be transmitted by an Authorized Participant by telephone or other transmission method acceptable to the Distributor or its agent pursuant to procedures set forth in the Authorized Participant Agreement, as described below. Economic or market
disruptions or changes, or telephone or other communication failure, may impede the ability to reach the Distributor or its agent or an Authorized Participant. Orders to create shares of the Fund that are submitted on the Business Day immediately
preceding a holiday or a day (other than a weekend) when the equity markets in the relevant foreign market are closed may be charged the maximum additional charge for Creation Unit transactions as set forth in this SAI to account for transaction
costs incurred by the Fund. The Funds deadline specified above for the submission of purchase orders is referred to as the Funds Cutoff Time. The Distributor or its agent, in their discretion, may permit the submission of
such orders and requests by or through an Authorized Participant at any time (including on days on which the Listing Exchange is not open for business) via communication through the facilities of the Distributors or its Transfer Agents
proprietary website maintained for this purpose. Purchase orders and redemption requests, if accepted by the Trust, will be processed based on the NAV next determined after such acceptance. However, to account for transaction costs otherwise
incurred by the Fund, an Authorized Participant that submits an order to the Distributor after the Cutoff Time stated above, may be charged the maximum additional charge for Creation Unit transactions as set forth in this SAI.
Acceptance of Orders for Creation Units
Subject to the
conditions that (i) an irrevocable purchase order has been submitted by the Authorized Participant (either on its own or another investors behalf) and (ii) arrangements satisfactory to the Fund are in place for payment of the Cash
Component and any other cash amounts which may be due, the Fund will accept the order, subject to the Funds right (and the right of the Distributor and Janus Capital) to reject any order until acceptance, as set forth below.
Once the Fund has accepted an order, upon the next determination of the net asset value of the shares, the Fund will confirm the issuance of a Creation Unit,
against receipt of payment, at such net asset value. The Distributor or its agent will then transmit a confirmation of acceptance to the Authorized Participant that placed the order.
The Fund reserves the absolute right to reject or revoke a creation order transmitted to it by the Distributor or its agent if (i) the order is not in
proper form; (ii) the investor(s), upon obtaining the shares ordered, would own 80% or more of the currently
57
outstanding shares of the Fund; (iii) the Deposit Securities delivered do not conform to the identity and number of shares specified, as described above; (iv) acceptance of the Deposit
Securities would have certain adverse tax consequences to the Fund; (v) acceptance of the Fund Deposit would, in the opinion of counsel, be unlawful; (vi) acceptance of the Fund Deposit would, in the discretion of the Fund or Janus
Capital, have an adverse effect on the Fund or the rights of beneficial owners; or (vii) circumstances outside the control of the Fund, the Distributor or its agent and Janus Capital make it impracticable to process purchase orders. The
Distributor or its agent shall notify a prospective purchaser of a Creation Unit and/or the Authorized Participant acting on behalf of such purchaser of its rejection of such order. The Fund, Transfer Agent, subcustodian, and Distributor or their
agents are under no duty, however, to give notification of any defects or irregularities in the delivery of Fund Deposits nor shall any of them incur any liability for failure to give such notification.
Issuance of a Creation Unit
Except as provided herein,
a Creation Unit will not be issued until the transfer of good title to the Fund of the Deposit Securities and the payment of the Cash Component have been completed. When the subcustodian has confirmed to the custodian that the securities included in
the Fund Deposit (or the cash value thereof) have been delivered to the account of the relevant subcustodian or subcustodians, the Distributor or its agent and Janus Capital shall be notified of such delivery and the Fund will issue and cause the
delivery of the Creation Unit. Creation Units for the Fund typically are issued on a T+2 basis (i.e., two Business Days after trade date). However, as discussed in Regular Holidays, the Fund reserves the right to settle
Creation Unit transactions on a basis other than T+2 in order to accommodate foreign market holiday schedules, to account for different treatment among foreign and U.S. markets, as applicable, of dividend record dates and ex-dividend dates (i.e.,
the last day the holder of a security can sell the security and still receive dividends payable on the security) and in certain other circumstances.
To
the extent contemplated by an Authorized Participants agreement with the Distributor, the Fund will issue Creation Units to such Authorized Participant, notwithstanding the fact that the corresponding Fund Deposits have not been received in
part or in whole, in reliance on the undertaking of the Authorized Participant to deliver the missing Deposit Securities as soon as possible, which undertaking shall be secured by such Authorized Participants delivery and maintenance of
collateral having a value at least equal to 105%, which percentage Janus Capital may change at any time, in its sole discretion, of the value of the missing Deposit Securities in accordance with the Funds then-effective procedures. The only
collateral that is acceptable to the Fund is cash in U.S. dollars. Such cash collateral must be delivered no later than 2:00 p.m., Eastern time on the contractual settlement date. The cash collateral posted by the Authorized Participant may be
invested at the risk of the Authorized Participant, and income, if any, on invested cash collateral will be paid to that Authorized Participant. Information concerning the Funds current procedures for collateralization of missing Deposit
Securities is available from the Distributor or its agent. The Authorized Participant Agreement will permit the Fund to buy the missing Deposit Securities at any time and will subject the Authorized Participant to liability for any shortfall between
the cost to the Fund of purchasing such securities and the cash collateral.
In certain cases, Authorized Participants may create and redeem Creation Units
on the same trade date and in these instances, the Fund reserves the right to settle these transactions on a net basis or require a representation from the Authorized Participants that the creation and redemption transactions are for separate
beneficial owners. All questions as to the number of shares of each security in the Deposit Securities and the validity, form, eligibility and acceptance for deposit of any securities to be delivered shall be determined by the Fund and the
Funds determination shall be final and binding.
Costs Associated with Creation Transactions
A standard creation transaction fee is imposed to offset the transfer and other transaction costs associated with the issuance of Creation Units. The standard
creation transaction fee will be charged to the Authorized Participant on the day such Authorized Participant creates a Creation Unit, and is the same, regardless of the number of Creation Units purchased by the Authorized Participant on the
applicable Business Day. The Authorized Participant may also be required to cover certain brokerage, tax, foreign exchange, execution, market impact and other costs and expenses related to the execution of trades resulting from such transaction.
Authorized Participants will also bear the costs of transferring the Deposit Securities to the Fund. If a purchase or redemption consists solely or partially of cash, the Authorized Participant may be required to pay an additional transaction charge
(up to the maximum amounts shown in the table below) to cover brokerage and certain other costs related to a creation or redemption transaction. Investors who use the services of a broker or other financial intermediary to acquire Fund shares may be
charged a fee for such services.
58
The following table shows, as of the date of this SAI, the approximate value of one Creation Unit standard fees
and maximum additional charges for creations and redemptions (as described above):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Approximate
Value of a Creation
Unit
|
|
|
Creation
Unit Size**
|
|
|
Standard
Creation/
Redemption
Transaction
Fee
|
|
|
Maximum
Additional
Charge for
Creations*
|
|
|
Maximum
Additional
Charge for
Redemptions*
|
|
|
|
$
|
2,500,000
|
|
|
|
50,000
|
|
|
$
|
500
|
|
|
|
1.00
|
%
|
|
|
1.00
|
%
|
*
|
|
As a percentage of the net asset value per Creation Unit, inclusive, in the case of redemptions, of the standard redemption transaction fee.
|
**
|
|
Creation Units are a specified number of shares, at least 25,000, and generally multiples of 5,000 above 25,000. Janus Capital may modify the Creation Unit size with prior notification to the Funds Authorized
Participants.
|
In addition to the transaction fees listed above, the Fund may charge an additional variable fee for non-standard order and
creations and redemptions in whole or partial cash to offset brokerage and impact expenses associated with the cash transaction. The variable transaction fee will be calculated based on historical transaction cost data and Janus Capitals view
of current market conditions; however, the actual variable fee charged for a given transaction may be lower or higher than the trading expenses incurred by the Fund with respect to that transaction.
|
|
|
|
|
Variable Charge (as a percentage of
the net asset value
per Creation Unit)
|
Janus Henderson Short Duration Income
ETF
|
|
0.01%
|
|
|
|
Redemption of Creation Units
Shares of the Fund may be redeemed by Authorized Participants only in Creation Units at their NAV next determined after receipt of a redemption request in
proper form by the Transfer Agent or its agent and only on a Business Day. The Fund will not redeem shares in amounts less than Creation Units. There can be no assurance, however, that there will be sufficient liquidity in the secondary market at
any time to permit assembly of a Creation Unit. Investors should expect to incur brokerage and other costs in connection with assembling a sufficient number of shares to constitute a Creation Unit that could be redeemed by an Authorized
Participant. Beneficial owners also may sell shares in the secondary market.
The Fund generally redeems Creation Units in-kind plus any Cash Amount due.
Please see the following discussion summarizing the in-kind method for further information on redeeming Creation Units of the Fund.
Janus Capital will
make available through the NSCC, prior to the opening of business on the Listing Exchange (currently 9:30 a.m. Eastern time) on each Business Day, the designated portfolio of securities (including any portion of such securities for which cash
may be substituted) that will be applicable (subject to possible amendment or correction) to redemption requests received in proper form (as defined below) on that day (Fund Securities), and an amount of cash (the Cash
Amount, as described below). Such Fund Securities and the corresponding Cash Amount (each subject to possible amendment or correction) are applicable in order to effect redemptions of Creation Units of the Fund until such time as the next
announced composition of the Fund Securities and Cash Amount is made available. Fund Securities received on redemption may not be identical to Deposit Securities that are applicable to creations of Creation Units. Procedures and requirements
governing redemption transactions are set forth in the handbook for Authorized Participants and may change from time to time.
The redemption proceeds for
a Creation Unit generally consist of Fund Securities, plus the Cash Amount, which is an amount equal to the difference between the net asset value of the shares being redeemed, as next determined after the receipt of a redemption request in proper
form, and the value of Fund Securities, less a redemption transaction fee (as described below).
The Trust may, in its sole discretion, substitute a
cash in lieu amount to replace any Fund Security. The Trust also reserves the right to permit or require a cash in lieu amount in certain circumstances, including circumstances in which: (i) the delivery of a Fund
Security to the Authorized Participant would be restricted under applicable securities or other local laws; or (ii) the delivery of a Fund Security to the Authorized Participant would result in the disposition of the Fund Security by the
Authorized Participant becoming restricted under applicable securities or other local laws, or in certain other situations. The amount of cash paid out in such cases will be equivalent to the value of the substituted security listed as a Fund
Security. In the event that the Fund Securities have a value greater than the NAV of the shares, a compensating cash payment equal to the difference is required to be made by or through an Authorized Participant by the redeeming shareholder.
59
Cash Redemption Method
Although the Trust does not ordinarily permit partial or full cash redemptions of Creation Units of the Fund, when partial or full cash redemptions of Creation
Units are available or specified (Creation Units of the Fund are generally redeemed in-kind), they will be effected in essentially the same manner as in-kind redemptions thereof. In the case of partial or full cash redemption, the Authorized
Participant receives the cash equivalent of the Fund Securities it would otherwise receive through an in-kind redemption, plus the same Cash Amount to be paid to an in-kind redeemer.
Costs Associated with Redemption Transactions
A
standard redemption transaction fee is imposed to offset transfer and other transaction costs that may be incurred by the Fund. The standard redemption transaction fee is charged to the Authorized Participant on the day such Authorized Participant
redeems a Creation Unit, and is the same regardless of the number of Creation Units redeemed by an Authorized Participant on the applicable Business Day. The Authorized Participant may also be required to cover certain brokerage, tax, foreign
exchange, execution, market impact and other costs and expenses related to the execution of trades resulting from such transaction. Authorized Participants will also bear the costs of transferring the Fund Securities from the Fund to their account
on their order. Investors who use the services of a broker or other financial intermediary to dispose of Fund shares may be charged a fee for such services.
Placement of Redemption Orders
Redemption requests for
Creation Units of the Fund must be submitted to the Transfer Agent by or through an Authorized Participant. An Authorized Participant must submit an irrevocable request to redeem shares of the Fund generally before 3:00 p.m., Eastern time on
any Business Day, in order to receive that days NAV. On days when the Listing Exchange or bond markets close earlier than normal (or on days where the bond market is closed but the Listing Exchange is open), the Fund may require orders to
create or redeem creation units to be placed earlier in the day. Investors, other than Authorized Participants, are responsible for making arrangements for a redemption request to be made through an Authorized Participant. The Distributor or its
agent will provide a list of current Authorized Participants upon request.
The Authorized Participant must transmit the request for redemption in the form
required by the Fund to the Transfer Agent or its agent in accordance with procedures set forth in the Authorized Participant Agreement. Investors should be aware that their particular broker may not have executed an Authorized Participant Agreement
and that, therefore, requests to redeem Creation Units may have to be placed by the investors broker through an Authorized Participant who has executed an Authorized Participant Agreement. At any time, only a limited number of broker-dealers
will have an Authorized Participant Agreement in effect. Investors making a redemption request should be aware that such request must be in the form specified by such Authorized Participant. Investors making a request to redeem Creation Units should
allow sufficient time to permit proper submission of the request by an Authorized Participant and transfer of the shares to the Transfer Agent; such investors should allow for the additional time that may be required to effect redemptions through
their banks, brokers or other financial intermediaries if such intermediaries are not Authorized Participants.
A redemption request is considered to be in
proper form if (i) an Authorized Participant has transferred or caused to be transferred to the Transfer Agent the Creation Unit redeemed through the book-entry system of DTC so as to be effective by the Listing Exchange closing
time on the applicable Business Day, (ii) a request in form satisfactory to the Fund is received by the Transfer Agent or its agent from the Authorized Participant on behalf of itself or another redeeming investor within the time periods
specified above and (iii) all other procedures set forth in the Authorized Participant Agreement are properly followed. If the Transfer Agent does not receive the investors shares through DTCs facilities by 10:00 a.m., Eastern time
on the Business Day next following the day that the redemption request is received, the redemption request may be rejected. Investors should be aware that the deadline for such transfers of shares through the DTC system may be significantly earlier
than the close of business on the Listing Exchange. Those making redemption requests should ascertain the deadline applicable to transfers of shares through the DTC system by contacting the operations department of the broker or depositary
institution effecting the transfer of the shares.
Upon receiving a redemption request, the Transfer Agent or its agent shall notify the Fund of such
redemption request. The tender of an investors shares for redemption and the distribution of the securities and/or cash included in the redemption payment made in respect of Creation Units redeemed will be made through DTC and the relevant
Authorized Participant to the Beneficial Owner thereof as recorded on the book-entry system of DTC or the DTC Participant through which such investor holds, as the case may be, or by such other means specified by the Authorized Participant
submitting the redemption request.
60
A redeeming Beneficial Owner or Authorized Participant acting on behalf of such Beneficial Owner must maintain
appropriate security arrangements with a qualified broker-dealer, bank or other custody providers in each jurisdiction in which any of the portfolio securities are customarily traded, to which account such portfolio securities will be delivered.
Deliveries of redemption proceeds by the Fund generally will be made within two Business Days (i.e., T+2). Further, as discussed in
Regular Holidays , the Fund reserves the right to settle redemption transactions and deliver redemption proceeds on another basis to accommodate foreign market holiday schedules, to account for different treatment among foreign and U.S.
markets of dividend record dates and dividend ex-dates (i.e., the last date the holder of a security can sell the security and still receive dividends payable on the security sold) and in certain other circumstances. Regular Holidays
identifies the instances, if any, where more than seven days would be needed to deliver redemption proceeds. Pursuant to an order of the SEC, the Trust will make delivery of redemption proceeds within the number of days stated in Regular
Holidays to be the maximum number of days necessary to deliver redemption proceeds.
If neither the redeeming Beneficial Owner nor the Authorized
Participant acting on behalf of such redeeming Beneficial Owner has appropriate arrangements to take delivery of Fund Securities in the applicable foreign jurisdiction and it is not possible to make other such arrangements, or if it is not possible
to effect deliveries of Fund Securities in such jurisdiction, the Fund may in its discretion exercise the option to redeem such shares in cash, and the redeeming Beneficial Owner will be required to receive its redemption proceeds in cash. In such
case, the investor will receive a cash payment equal to the net asset value of its shares based on the NAV of the Fund next determined after the redemption request is received in proper form (minus a redemption transaction fee and additional charges
specified above, to offset the Funds brokerage and other transaction costs associated with the disposition of Fund Securities). Redemptions of shares for Fund Securities will be subject to compliance with applicable U.S. federal and state
securities laws and the Fund (whether or not it otherwise permits cash redemptions) reserves the right to redeem Creation Units for cash to the extent that the Fund cannot lawfully deliver specific Fund Securities upon redemptions or cannot do so
without first registering the Fund Securities under such laws.
Although the Trust does not ordinarily permit cash redemptions of Creation Units, in the
event that cash redemptions are permitted or required by the Trust, proceeds will be paid to the Authorized Participant redeeming shares as soon as practicable after the date of redemption (within seven calendar days thereafter, except for the
instances listed in Regular Holidays in which more than seven calendar days would be needed).
To the extent contemplated by an Authorized
Participants agreement with the Distributor or its agent, in the event an Authorized Participant has submitted a redemption request in proper form but is unable to transfer all or part of the Creation Unit to be redeemed to the Fund, at or
prior to 10:00 a.m., Eastern time on the Listing Exchange business day after the date of submission of such redemption request, the Transfer Agent or its agent will accept the redemption request in reliance on the undertaking by the Authorized
Participant to deliver the missing shares as soon as possible. Such undertaking shall be secured by the Authorized Participants delivery and maintenance of collateral consisting of cash, in U.S. dollars in immediately available funds, having a
value at least equal to 105%, which percentage Janus Capital may change at any time, in its sole discretion, of the value of the missing shares. Such cash collateral must be delivered no later than 10:00 a.m., Eastern time on the day after the date
of submission of such redemption request and shall be held by the Custodian and marked-to-market daily. The fees of the Custodian and any subcustodians in respect of the delivery, maintenance and redelivery of the cash collateral shall be payable by
the Authorized Participant. The cash collateral posted by the Authorized Participant may be invested at the risk of the Authorized Participant, and income, if any, on invested cash collateral will be paid to that Authorized Participant. The
Authorized Participant Agreement permits the Fund to acquire shares of the Fund at any time and subjects the Authorized Participant to liability for any shortfall between the aggregate of the cost to the Fund of purchasing such shares, plus the
value of the Cash Amount, and the value of the cash collateral.
Because the portfolio securities of the Fund may trade on exchange(s) on days that the
Listing Exchange is closed or are otherwise not Business Days for the Fund, shareholders may not be able to redeem their shares of the Fund, or purchase or sell shares of the Fund on the Listing Exchange on days when the NAV of the Fund could be
significantly affected by events in the relevant foreign markets.
The right of redemption may be suspended or the date of payment postponed with respect
to the Fund: (i) for any period during which the Listing Exchange is closed (other than customary weekend and holiday closings); (ii) for any period during which trading on the Listing Exchange is suspended or restricted; (iii) for
any period during which an emergency exists as a result of
61
which disposal of the shares of the Funds portfolio securities or determination of its net asset value is not reasonably practicable; or (iv) in such other circumstance as is permitted
by the SEC.
Taxation on Creations and Redemptions of Creation Units
An Authorized Participant generally will recognize either gain or loss upon the exchange of Deposit Securities for Creation Units. This gain or loss is
calculated by taking the market value of the Creation Units purchased (plus any cash received by the Authorized Participant as part of the issue) over the Authorized Participants aggregate basis in the Deposit Securities exchanged therefor
(plus any cash paid by the Authorized Participant as part of the issue). An Authorized Participant who exchanges Creation Units for Deposit Securities generally will recognize a gain or loss equal to the difference between the Authorized
Participants basis in the Creation Units (plus any cash paid by the Authorized Participant as part of the redemption) and the aggregate market value of the Deposit Securities (plus any cash received by the Authorized Participant as part of the
redemption). However, the IRS may apply the wash sales rules to determine that any loss realized upon the exchange of Deposit Securities for Creation Units is not currently deductible. Authorized Participants should consult their own tax advisors.
Current U.S. federal tax laws dictate that capital gain or loss realized from the redemption of Creation Units will generally create long-term capital
gain or loss if the Authorized Participant holds the Creation Units for more than one year, or short-term capital gain or loss if the Creation Units were held for one year or less, if the Creation Units are held as capital assets.
Regular Holidays
For every occurrence of one or more
intervening holidays in the applicable foreign market or U.S. bond market that are not holidays observed in the U.S. equity market, the redemption settlement cycle will be extended by the number of such intervening holidays. In addition to holidays,
other unforeseeable closings in a foreign market or U.S. bond market due to emergencies may also prevent the Trust from delivering securities within the normal settlement period.
The securities delivery cycles currently practicable for transferring portfolio securities to redeeming investors, coupled with foreign market or U.S. bond
market holiday schedules, will require a delivery process longer than seven calendar days, in certain circumstances. The holidays applicable to the Fund during such periods are listed below, as are instances where more than seven days will be needed
to deliver redemption proceeds. Although certain holidays may occur on different dates in subsequent years, the number of days required to deliver redemption proceeds in any given year is not expected to exceed the maximum number of days listed
below for the Fund. The proclamation of new holidays, the treatment by market participants of certain days as informal holidays (e.g., days on which no or limited securities transactions occur, as a result of substantially
shortened trading hours), the elimination of existing holidays, or changes in local securities delivery practices, could affect the information set forth herein at some time in the future.
In calendar year 2020, the dates of U.S. regular holidays affecting the relevant securities markets in which a Fund invests are as follows (please note these
holiday schedules are subject to potential changes in the relevant securities markets):
|
2020
|
January 1
January 20
February 17
April 10
May 25
July 3
September 7
November 26
December 25
|
62
In the calendar year 2020 (the only year for which holidays are known at the time of this SAI filing), the
dates of non-U.S. regular holidays affecting the relevant securities markets in which the Fund invests are as follows (please note these holiday schedules are subject to potential changes in the relevant
securities markets). The table below may not include all foreign bank holidays, which may also delay the settlement period.
2020
|
|
|
|
|
|
|
|
|
Australia
|
|
Austria
|
|
Belgium
|
|
Bermuda
|
|
Brazil
|
January 1
January 27
March 2
March 9
April 10
April 13
May 4
June 1
June 8
August 3
August 12
September 28
October 5
November 3
December 24
December 25
December 28
December 31
|
|
January 1
April 10
April 23
May 1
June 1
October 26
December 24
December 25
December 31
|
|
January 1
January 10
April 10
April 13
May 1
May 21
May 22
June 1
July 21
November 11
December 24
December 25
December 31
|
|
January 1
April 10
May 29
June 15
July 30
July 31
September 7
November 11
December 25
December 28
|
|
January 1
February 24
February 25
February 26
April 10
April 21
May 1
June 11
July 9
September 7 October 12
November 2
November 20
December 24
December 25
December 31
|
|
|
|
|
|
Canada
|
|
Chile
|
|
China
|
|
Columbia
|
|
Denmark
|
January 1
January 2
February 17
April 10
May 18
June 24
July 1
August 3
September 7
October 12
November 11
December 24
December 25
December 28
|
|
January 1
April 10
May 1
May 21
June 29
July 16
September 18
October 12
December 8
December 25
December 31
|
|
January 1
January 24
January 27
January 28
January 29
January 30
April 6
May 1
May 4
May 5
June 25
June 26
October 1
October 2
October 5
October 6
October 7
October 8
|
|
January 1
January 6
March 23
April 9
April 10
May 1
May 25
June 15
June 22
June 29
July 20
August 7
August 17
October 12
November 2
November 16
December 8
December 24
December 25
December 31
|
|
January 1
April 9
April 10
April 13
May 8
May 21
May 22
June 1
June 5
December 24
December 25
December 31
|
63
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Finland
|
|
France
|
|
Germany
|
|
Greece
|
|
Hong Kong
|
January 1
January 6
April 10
April 13
May 1
May 21
June 19
December 24
December 25
December 31
|
|
January 1
April 10
April 13
May 1
December 24
December 25
December 31
|
|
January 1
April 10
April 13
May 1
December 24
December 25
December 31
|
|
January 1
January 6
March 2
March 25
April 10
April 13
April 17
April 20
May 1
June 8
October 28
December 24
December 25
|
|
January 1
January 27
January 28
April 10
April 13
April 30
May 1
May 13
June 25
July 1
October 1
October 2
October 26
December 25
|
|
|
|
|
|
India
|
|
Indonesia
|
|
Ireland
|
|
|
|
Israel
|
February 19
February 21
March 10
March 25
April 1
April 2
April 6
April 10
April 14
May 1
May 7
May 25
October 2
October 30
November 16
November 30
December 25
|
|
January 1
March 25
April 10
May 1
May 7
May 21
May 22
May 25
May 26
May 27
June 1
July 31
August 17
August 20
October 29 December 24
December 25
December 31
|
|
January 1
April 10
April 13
May 1
May 4
June 1
August 3
October 26
December 24
December 25
December 26
December 28
December 29
December 31
|
|
|
|
March 10
April 8
April 9
April 23
April 12
April 13
April 14
April 15
April 28
April 29
May 28
May 29
June 30
September 20
September 27
September 28
October 41
October 5
October 6
October 7
October 8
The Israeli market is closed every Friday.
|
|
|
|
|
|
Italy
|
|
Japan
|
|
Luxembourg
|
|
Malaysia
|
|
Mexico
|
January 1
April 10
April 13
May 1
December 24
December 25
December 31
|
|
January 1
January 2
January 3
January 13
February 11
February 24
March 20
April 29
May 4
May 5
May 6
July 23
July 24
August 10
September 21
September 22
November 3
November 23
December 31
|
|
January 1
April 10
April 13
May 1
December 24
December 25
December 31
|
|
January 1
January 24
January 27
May 1
May 7
May 11
May 25
May 26
July 31
August 20
August 31 September 16
October 29
December 25
|
|
January 1
February 3
March 16
April 9
April 10
May 1
September 16
November 2
November 16
December 25
|
64
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Netherlands
|
|
New Zealand
|
|
Norway
|
|
Philippines
|
|
Poland
|
January 1
April 10
April 13
May 1
December 24
December 25
December 31
|
|
January 1
January 2
February 6
April 10
April 13
April 27
June 1
October 26 December 25
December 28
|
|
January 1
April 8
April 9
April 10
April 13
May 1
May 21
June 1
December 24 December 25 December 31
|
|
January 1
January 25
February 25
April 9
April 10
May 1
June 12
August 21
August 31
November 1
November 2
November 30
December 8
December 24
December 25
December 30
December 31
|
|
January 1
January 6
April 10
April 13
May 1
June 11
November 11 December 24 December 25 December 31
|
|
|
|
|
|
Portugal
|
|
Singapore
|
|
South Africa
|
|
South Korea
|
|
Spain
|
January 1
April 10
April 13
May 1
December 24
December 25
December 31
|
|
January 1
January 27
April 10
May 1
May 7
May 25
July 31
August 10
December 25
|
|
January 1
April 10
April 13
April 27
May 1
June 16
August 10
September 24
December 16
December 25
|
|
January 1
January 24
January 27
April 30
May 1
May 5
September 30
October 1
October 2
October 9
December 25
December 31
|
|
January 1
April 10
April 13
May 1
December 24
December 25
December 31
|
|
|
|
|
|
Sweden
|
|
Switzerland
|
|
Taiwan
|
|
Thailand
|
|
United Kingdom
|
January 1
January 6
April 9
April 13
April 30
May 1
May 20
May 21
June 19
October 30
December 24
December 25
December 31
|
|
January 1
January 2
April 10
April 13
April 20
May 1
May 21
June 1
September 14
December 24
December 25
December 31
|
|
January 1
January 23
January 24
January 27
January 28
January 29
February 28
April 2
April 3
May 1
June 25
June 26
October 1
October 2
October 9
|
|
January 1
February 10
April 6
April 13
April 14
April 15
May 1
May 4
May 6
June 3
July 6
July 28
August 12
October 13
October 23
December 7
December 10 December 31
|
|
January 1
April 10
April 13
May 8
May 25
August 31
December 25
December 28
|
65
The longest redemption cycle for foreign funds is a function of the longest redemption cycle among the
countries whose securities comprise the Fund. In the calendar year 2020 (the only year for which holidays are known at the time of this SAI filing), the dates of the regular holidays affecting the following securities markets present the worst-case
(longest) redemption cycle* for foreign funds as follows:
Settlement Periods equal to or greater than Seven Days for Year 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning of
Settlement Period
|
|
|
End of
Settlement Period
|
|
|
Number of Days
in Settlement
Period
|
|
Australia
|
|
|
12/22/2020
|
|
|
|
12/29/2020
|
|
|
|
7
|
|
|
|
|
12/23/2020
|
|
|
|
12/30/2020
|
|
|
|
7
|
|
|
|
|
|
Brazil
|
|
|
2/20/2020
|
|
|
|
2/27/2020
|
|
|
|
7
|
|
|
|
|
2/21/2020
|
|
|
|
2/28/2020
|
|
|
|
7
|
|
|
|
|
|
Canada
|
|
|
12/22/2020
|
|
|
|
12/29/2020
|
|
|
|
7
|
|
|
|
|
12/23/2020
|
|
|
|
12/30/2020
|
|
|
|
7
|
|
|
|
|
|
China
|
|
|
1/22/2020
|
|
|
|
2/3/2020
|
|
|
|
12
|
|
|
|
|
1/23/2020
|
|
|
|
2/4/2020
|
|
|
|
12
|
|
|
|
|
4/29/2020
|
|
|
|
5/6/2020
|
|
|
|
7
|
|
|
|
|
4/30/2020
|
|
|
|
5/7/2020
|
|
|
|
7
|
|
|
|
|
9/29/20
|
|
|
|
10/9/20
|
|
|
|
10
|
|
|
|
|
9/30/20
|
|
|
|
10/12/20
|
|
|
|
12
|
|
|
|
|
|
Denmark
|
|
|
4/7/2020
|
|
|
|
4/14/2020
|
|
|
|
7
|
|
|
|
|
4/8/2020
|
|
|
|
4/15/2020
|
|
|
|
7
|
|
|
|
|
|
Indonesia
|
|
|
5/19/2020
|
|
|
|
5/28/2020
|
|
|
|
9
|
|
|
|
|
5/20/2020
|
|
|
|
5/29/2020
|
|
|
|
9
|
|
|
|
|
|
Ireland
|
|
|
4/7/2020
|
|
|
|
4/14/2020
|
|
|
|
7
|
|
|
|
|
4/8/2020
|
|
|
|
4/15/2020
|
|
|
|
7
|
|
|
|
|
12/22/2020
|
|
|
|
12/30/2020
|
|
|
|
8
|
|
|
|
|
12/23/2020
|
|
|
|
1/4/2021
|
|
|
|
12
|
|
|
|
|
|
Israel
|
|
|
4/6/2020
|
|
|
|
4/16/2020
|
|
|
|
10
|
|
|
|
|
4/7/2020
|
|
|
|
4/17/2020
|
|
|
|
10
|
|
|
|
|
9/30/2020
|
|
|
|
10/11/2020
|
|
|
|
11
|
|
|
|
|
10/1/2020
|
|
|
|
10/12/2020
|
|
|
|
11
|
|
|
|
|
|
Japan
|
|
|
12/27/2019
|
|
|
|
1/6/2020
|
|
|
|
10
|
|
|
|
|
12/30/2019
|
|
|
|
1/7/2020
|
|
|
|
8
|
|
|
|
|
4/30/2020
|
|
|
|
5/7/2020
|
|
|
|
7
|
|
|
|
|
5/1/2020
|
|
|
|
5/8/2020
|
|
|
|
7
|
|
|
|
|
|
Norway
|
|
|
4/6/2020
|
|
|
|
4/14/2020
|
|
|
|
8
|
|
|
|
|
4/7/2020
|
|
|
|
4/15/2020
|
|
|
|
8
|
|
|
|
|
|
Philippines
|
|
|
12/26/2019
|
|
|
|
1/2/2020
|
|
|
|
7
|
|
|
|
|
12/27/2019
|
|
|
|
1/3/2020
|
|
|
|
7
|
|
|
|
|
|
South Korea
|
|
|
9/28/2020
|
|
|
|
8/5/2020
|
|
|
|
7
|
|
|
|
|
9/29/2020
|
|
|
|
8/6/2020
|
|
|
|
7
|
|
|
|
|
|
Taiwan
|
|
|
1/17/2020
|
|
|
|
1/30/2020
|
|
|
|
13
|
|
|
|
|
1/20/2020
|
|
|
|
1/31/2020
|
|
|
|
11
|
|
|
|
|
|
Thailand
|
|
|
4/9/2020
|
|
|
|
4/16/2020
|
|
|
|
7
|
|
|
|
|
4/10/2020
|
|
|
|
4/17/2020
|
|
|
|
7
|
|
|
|
|
4/30/2020
|
|
|
|
5/7/2020
|
|
|
|
7
|
|
*
|
|
These worst-case redemption cycles are based on information regarding regular holidays, which may be out of date. Based on changes in holidays, longer (worse) redemption cycles are possible.
|
66
SECURITIES LENDING
The Fund may seek to earn additional income through lending their securities to certain qualified broker-dealers and institutions. JPMorgan Chase Bank, N.A.
acts as securities lending agent and a limited purpose custodian or subcustodian to receive and disburse cash balances and collateral, hold short-term investments, hold collateral, and perform other custodian functions in accordance with the Non
Custodial Securities Lending Agreement (Lending Agreement). In addition, The Bank of New York Mellon may act as a limited purpose subcustodian in connection with certain reverse repurchase transactions completed in connection with the
Lending Agreement.
The Fund did not engage in securities lending activity during its last fiscal year.
67
INCOME DIVIDENDS, CAPITAL
GAINS DISTRIBUTIONS, AND TAX STATUS
The following is intended to be a general summary of certain U.S. federal income tax consequences of investing in the Fund. It is not intended to be a complete
discussion of all such federal income tax consequences, nor does it purport to deal with all categories of investors. This discussion reflects applicable tax laws of the United States as of the date of this SAI. However, tax laws may change or be
subject to new interpretation by the courts or the Internal Revenue Service (the IRS), possibly with retroactive effect. Investors are therefore advised to consult with their own tax advisers before making an investment in the Fund.
Dividends from net investment income are generally declared and distributed to shareholders monthly. It is a policy of the Fund to make distributions of any
realized net capital gains at least annually. Any net capital gains realized during each fiscal year are normally declared and payable to shareholders in December but, if necessary, may be distributed at other times as well.
Fund Taxation
The Fund intends to qualify as a
regulated investment company by satisfying certain requirements prescribed by Subchapter M of the Internal Revenue Code. If the Fund failed to qualify as a regulated investment company in any taxable year, the Fund may be subject to federal income
tax on its taxable income at the applicable corporate income tax rate. In addition, all distributions from earnings and profits, including any distributions of net tax-exempt income and net long-term capital gains, would generally be taxable to
shareholders as ordinary income but may, at least in part, qualify for the dividends-received deduction applicable to corporations or the reduced rate of taxation applicable to noncorporate holders for qualified dividend income. In
addition, the Fund could be required to recognize unrealized gains, pay taxes and interest, and make distributions before requalifying as a regulated investment company that is accorded special federal income tax treatment.
A federal excise tax at the rate of 4% will be imposed on the excess, if any, of the Funds required distribution over actual distributions in
any calendar year. Generally, the required distribution is 98% of the Funds ordinary income for the calendar year plus 98.2% of its capital gain net income recognized during the one-year period ending on October 31 plus
undistributed amounts from prior years. The Fund intends to make distributions sufficient to avoid imposition of the excise tax.
Certain transactions
involving short sales, futures, options, swap agreements, hedged investments, and other similar transactions, if any, may be subject to special provisions of the Internal Revenue Code that, among other things, may affect the character, amount, and
timing of distributions to shareholders. The Fund will monitor its transactions and may make certain tax elections where applicable in order to mitigate the effect of these provisions, if possible. In certain circumstances, the Fund may be required
to accrue income on an investment prior to the receipt of the corresponding cash payments. However, the Fund must distribute, at least annually, all or substantially all of its investment company taxable income (determined without regard to the
deduction for dividends paid), including such accrued income, to avoid federal income and excise taxes. In certain cases, the Fund may have to distribute cash obtained from other sources in order to satisfy the distribution requirements under the
Internal Revenue Code. Therefore, the Fund may have to dispose of its portfolio securities under disadvantageous circumstances to generate cash, or may have to leverage itself by borrowing the cash, to satisfy these distribution requirements.
The Fund may acquire market discount bonds. A market discount bond is a security acquired in the secondary market at a price below its redemption value (or its
adjusted issue price if it is also an original issue discount bond). If the Fund invests in a market discount bond, it generally will be required to treat any gain recognized on the disposition of such market discount bond as ordinary income
(instead of capital gain) to the extent of the accrued market discount, unless the Fund elects to include the market discount in income as it accrues.
The
Fund may purchase securities of certain foreign corporations considered to be passive foreign investment companies under the Internal Revenue Code. In order to avoid taxes and interest that must be paid by the Fund, the Fund may make various
elections permitted by the tax laws. However, these elections could require that the Fund recognize taxable income, which in turn must be distributed even though the Fund may not have received any income upon such an event.
Some foreign securities purchased by the Fund may be subject to foreign taxes which could reduce the yield on such securities. If the amount of foreign taxes
is significant in a particular year and the Fund qualifies under Section 853 of the Internal Revenue Code, the Fund may elect to pass through such taxes to shareholders. If the Fund makes such an election, foreign taxes paid by the Fund will be
reported to shareholders as income and shareholders may claim either a foreign tax credit or deduction for such taxes, subject to certain limitations. If such election is not made by the Fund, any foreign taxes paid or accrued will represent an
expense to the Fund, which will reduce its investment company taxable income.
68
Under the Internal Revenue Code, gains or losses attributable to fluctuations in exchange rates which occur
between the time the Fund accrues income or receivables or accrues expenses or other liabilities denominated in a foreign currency and the time the Fund actually collects such income or pays such liabilities generally are treated as ordinary income
or loss. Similarly, on disposition of debt securities denominated in a foreign currency and on disposition of certain other instruments, gains or losses attributable to fluctuations in the value of the foreign currency between the date of
acquisition of the security or contract and the date of disposition also may be treated as ordinary gain or loss. These gains and losses, referred to under the Internal Revenue Code as Section 988 gains or losses, may increase or
decrease the amount of the Funds investment company taxable income to be distributed to its shareholders as ordinary income.
The application of
certain requirements for qualification as a regulated investment company and the application of certain other federal income tax rules may be unclear in some respects in connection with investments in certain derivatives and other investments. As a
result, the Fund may be required to limit the extent to which it invests in such investments and it is also possible that the IRS may not agree with the Funds treatment of such investments. In addition, the tax treatment of derivatives and
certain other investments may be affected by future legislation, treasury regulations, and guidance issued by the IRS (which could apply retroactively) that could affect the timing, character, and amount of the Funds income and gains and
distributions to shareholders, affect whether the Fund has made sufficient distributions and otherwise satisfied the requirements to maintain its qualification as a regulated investment company and avoid federal income and excise taxes, or limit the
extent to which the Fund may invest in certain derivatives and other investments in the future.
Generally, the character of the income or capital gains
that the Fund receives from another investment company will pass through to the Funds shareholders as long as the Fund and the other investment company each qualify as regulated investment companies. However, to the extent that another
investment company that qualifies as a regulated investment company realizes net losses on its investments for a given taxable year, the Fund will not be able to recognize its share of those losses until it disposes of shares of such investment
company. Moreover, even when the Fund does make such a disposition, a portion of its loss may be recognized as a long-term capital loss, which will not be treated as favorably for federal income tax purposes as an ordinary deduction. In particular,
the Fund will not be able to offset any capital losses from its dispositions of shares of other investment companies against its ordinary income. As a result of the foregoing rules, and certain other special rules, it is possible that the amounts of
net investment income and net capital gains that the Fund will be required to distribute will be greater than such amounts would have been had the Fund invested directly in the securities held by the investment companies in which it invests, rather
than investing in shares of the investment companies. For similar reasons, the character of distributions from the Fund (e.g., long-term capital gain, qualified dividend income, etc.) will not necessarily be the same as it would have been had the
Fund invested directly in the securities held by the investment companies in which it invests.
Shareholder Taxation
Shareholders will be subject to federal income taxes on distributions made by the Fund whether received in cash or additional shares of the Fund. Distributions
from the Funds net investment income (which includes dividends, interest, net short-term capital gains, and net gains from foreign currency transactions), if any, generally are taxable to shareholders as ordinary income, unless such
distributions are attributable to qualified dividend income eligible for the reduced federal income tax rates applicable to long-term capital gains, provided certain holding period and other requirements are satisfied. Dividends received
from REITs, certain foreign corporations, and income received in lieu of dividends in a securities lending transaction generally will not constitute qualified dividend income. Because the income of the Fund is primarily derived from
investments earning interest rather than dividend income, generally none or only a small portion of the income dividends paid by the Fund is anticipated to be qualified dividend income. Distributions of the Funds net capital gains (the excess
of net long-term capital gains over net short-term capital losses), if any, are taxable as long-term capital gains, regardless of how long shares of the Fund were held. Long-term capital gains are taxable to noncorporate investors at a maximum
federal income tax rate of 20%. Dividends paid by the Fund may also qualify in part for the 50% dividends-received deduction available to corporate shareholders, provided that certain holding period and other
requirements under the Internal Revenue Code are satisfied. Generally, however, dividends received from most REITs, on stocks of foreign issuers, and income received in lieu of dividends in a securities lending transaction are not
eligible for the dividends-received deduction when distributed to the Funds corporate shareholders. Distributions from the Fund may also be subject to foreign, state, and local income taxes. Please consult a tax adviser regarding the tax
consequences of Fund distributions and to determine whether you will need to file a tax return.
No dividend reinvestment service is provided by the
Trust. Financial intermediaries may make available the DTC book-entry Dividend Reinvestment Service for use by beneficial owners of Fund shares for reinvestment of their dividend distributions.
69
Beneficial owners should contact their financial intermediary to determine the availability and costs of the service and the details of participation therein. Financial intermediaries may require
beneficial owners to adhere to specific procedures and timetables. If this service is available and used, dividend distributions of both income and net capital gains will be automatically reinvested in additional whole shares of the Fund purchased
in the secondary market.
Distributions declared by the Fund during October, November, or December to shareholders of record during such month and paid by
January 31 of the following year will be taxable in the year they are declared, rather than the year in which they are received. The Fund will notify its shareholders each year of the amount and type of dividends and distributions it paid.
Gain or loss realized upon a redemption or other disposition (such as an exchange) of shares of the Fund by a shareholder will generally be treated as
long-term capital gain or loss if the shares have been held for more than one year and, if not held for such period, as short-term capital gain or loss. Any loss on the sale or exchange of shares held for six months or less will be treated as a
long-term capital loss to the extent of any capital gain distributions paid to the shareholder with respect to such shares. Any loss a shareholder realizes on a sale or exchange of shares of the Fund will be disallowed if the shareholder acquires
other shares of the Fund (whether through the automatic reinvestment of dividends or otherwise) or substantially identical stock or securities within a 61-day period beginning 30 days before and ending 30 days after the shareholders sale or
exchange of the shares. In such case, the shareholders tax basis in the shares acquired will be adjusted to reflect the disallowed loss. Capital losses may be subject to limitations on their use by a shareholder.
When a shareholder opens an account, IRS regulations require that the shareholder provide a taxpayer identification number (TIN), certify that it
is correct, and certify that he, she, or it is not subject to backup withholding. If a shareholder fails to provide a TIN or the proper tax certifications, the Fund is required to withhold 24% of all distributions (including dividends and capital
gain distributions) and redemption proceeds paid to the shareholder. The Fund is also required to begin backup withholding on an account if the IRS instructs it to do so. Amounts withheld may be applied to the shareholders federal income tax
liability and the shareholder may obtain a refund from the IRS if withholding results in an overpayment of federal income tax for such year.
An additional
3.8% Medicare tax is imposed on certain net investment income (including ordinary dividends and capital gain distributions received from the Fund and net gains from redemptions or other taxable dispositions of Fund shares) of U.S. individuals,
estates and trusts to the extent that such persons modified adjusted gross income (in the case of an individual) or adjusted gross income (in the case of an estate or trust) exceeds a threshold amount.
The foregoing discussion relates solely to U.S. federal income tax law as applied to U.S. investors.
Non-U.S. Investors
Non-U.S. investors (shareholders
who, as to the U.S., are nonresident alien individuals, foreign trusts or estates, foreign corporations, or foreign partnerships) may be subject to U.S. withholding and estate tax and are subject to special U.S. tax certification requirements.
Non-U.S. investors should consult their tax advisors about the applicability of U.S. tax withholding and the use of the appropriate forms to certify their status.
In general. Non-U.S. investors may be subject to U.S. withholding tax at a 30% or lower treaty rate and U.S. estate tax and are subject to
special U.S. tax certification requirements to avoid backup withholding and claim any treaty benefits. Exemptions from U.S. withholding tax are provided for certain capital gain dividends paid by a Fund from net long-term capital gains,
interest-related dividends and short-term capital gain dividends, if such amounts are reported by a Fund. However, notwithstanding such exemptions from U.S. withholding at the source, any such dividends and distributions of income and capital gains
will be subject to backup withholding at a rate of 24% if you fail to properly certify that you are not a U.S. person.
Foreign Account Tax
Compliance Act (FATCA). Under FATCA, a 30% withholding tax is imposed on income dividends made by the Fund to certain foreign entities, referred to as foreign financial institutions or nonfinancial foreign entities, that
fail to comply (or be deemed compliant) with extensive reporting and withholding requirements designed to inform the U.S. Department of the Treasury of U.S.-owned foreign investment accounts. After December 31, 2018, FATCA withholding also would
have applied to certain capital gain distributions, return of capital distributions and the proceeds arising from the sale of Fund shares; however, based on proposed regulations recently issued by the IRS which can be relied on currently, such
withholding is no longer required unless final regulations provide otherwise (which is not expected). A Fund may disclose the information that it receives from its shareholders to the IRS, non-U.S. taxing authorities or other parties as necessary to
comply with FATCA or similar laws. Withholding also may be required if a foreign entity that is a shareholder of the Fund fails to provide the Fund with appropriate certifications or other documentation concerning its status under FATCA.
70
TRUSTEES AND OFFICERS
The following are the Trustees and officers of the Trust together with a brief description of their principal occupations during the last five years (principal
occupations for certain Trustees may include periods over five years).
Each Trustee has served in that capacity since he or she was originally elected or
appointed. The Trustees do not serve a specified term of office. Each Trustee will hold office until the termination of the Trust or his or her earlier death, resignation, retirement, incapacity, or removal. Under the Funds Governance
Procedures and Guidelines, the policy is for Trustees to retire no later than the end of the calendar year in which the Trustee turns 75. The Trustees review the Funds Governance Procedures and Guidelines from time to time and may make changes
they deem appropriate. The Funds Nominating and Governance Committee will consider nominees for the position of Trustee recommended by shareholders. Shareholders may submit the name of a candidate for consideration by the Committee by
submitting their recommendations to the Trusts Secretary. Each Trustee is currently a Trustee of one other registered investment company advised by Janus Capital: Clayton Street Trust. As of the date of this SAI, collectively, the two
registered investment companies consist of 10 series or funds. The Trusts officers are elected annually by the Trustees for a one-year term. Certain officers also serve as officers of Clayton Street Trust. Certain officers of the Funds may
also be officers and/or directors of Janus Capital. Except as otherwise disclosed, Fund officers receive no compensation from the Funds.
|
|
|
|
|
|
|
|
|
|
|
TRUSTEES
|
Name, Address,
and Age
|
|
Positions
Held with
the Trust
|
|
Length of
Time Served
|
|
Principal Occupations
During the Past Five Years
|
|
Number of
Portfolios/Funds
in Fund Complex
Overseen by
Trustee*
|
|
Other Directorships
Held by Trustee
During the Past Five
Years
|
Independent Trustees
|
Clifford J.
Weber
151 Detroit Street
Denver, CO 80206
DOB: 1963
|
|
Chairman
Trustee
|
|
2/16-Present
2/16-Present
|
|
Owner, Financial Products Consulting Group LLC (consulting services to financial institutions) (since
2015). Formerly, Executive Vice President of Global Index and Exchange-Traded Products, NYSE Market, Inc., a subsidiary of Intercontinental Exchange (ETF/ETP listing exchange) (2013-2015).
|
|
10
|
|
Independent Trustee, Clough Funds Trust (investment
company) (since 2015), Chairman, Clough Funds Trust (since 2017), Independent Trustee, Clough Dividend and Income Fund (closed-end fund) (since 2017), Independent Trustee, Clough Global
Opportunities Fund (closed-end fund) (since 2017), Independent Trustee, Clough Global Equity Fund (closed-end fund) (since 2017), Independent Trustee, Elevation ETF Trust (investment company) (2016-2018), Chairman, Elevation ETF Trust
(2016-2018), and Independent Trustee, Global X Funds (investment company) (since 2018).
|
Maureen T.
Upton
151 Detroit Street
Denver, CO 80206
DOB: 1965
|
|
Trustee
|
|
2/16-Present
|
|
Principal, Maureen Upton Ltd. (consulting services to developers of major infrastructure projects and
investors) (since 2017). Formerly, Principal Consultant, SRK Consulting (U.S.), Inc. (consulting services to global mining, energy and water resource industries) (2015-2017) and Founder and Principal, Resource Initiatives LLC (sustainability
consulting firm) (2006-2015).
|
|
10
|
|
Director, Restoring Connections (non profit
organization) (since 2019).
|
71
|
|
|
|
|
|
|
|
|
|
|
Name, Address,
and Age
|
|
Positions
Held with
the Trust
|
|
Length of
Time Served
|
|
Principal Occupations
During the Past Five Years
|
|
Number of
Portfolios/Funds
in Fund Complex
Overseen by
Trustee*
|
|
Other Directorships
Held by Trustee
During the Past Five Years
|
Jeffrey B.
Weeden
151 Detroit Street
Denver, CO 80206
DOB: 1956
|
|
Trustee
|
|
2/16-Present
|
|
Senior Advisor, Bay Boston Capital LP (investment fund in finance companies, banks and bank holdings companies) (since 2015). Formerly, Management Advisor, BoxCast, Inc. (technology start-up company) (2014-2017).
|
|
10
|
|
Director, State Farm Bank (banking) (since
2014).
|
Interested Trustee
|
Richard C.
Hoge**
151 Detroit Street
Denver, CO 80206
DOB: 1966
|
|
Trustee
|
|
1/20-Present
|
|
Chief Operating Officer Exchange Traded Products, Janus Henderson Investors (since 2014);
Registered Representative, Janus Henderson Distributors (broker dealer) (since 2014).
|
|
10
|
|
Director, Velocity Capital Long Short Volatility
Fund (hedge fund) (2012-2016).
|
*
|
|
In addition to the Trust, which is comprised of seven series, each Trustee also serves as a trustee to the Clayton Street Trust, which is an affiliated registered investment company currently comprised of three
portfolios.
|
**
|
|
Richard C. Hoge is an Interested Trustee because of his employment with Janus Henderson Investors.
|
72
|
|
|
|
|
|
|
OFFICERS
|
Name, Address,
and Age
|
|
Positions Held with the Trust
|
|
Term of
Office* and
Length of
Time Served
|
|
Principal Occupations
During the Past Five Years
|
Bruce L.
Koepfgen
151 Detroit Street
Denver, CO 80206
DOB: 1952
|
|
President and Chief Executive Officer
|
|
2/16-Present
|
|
Head of North America at Janus Henderson Investors (since 2017), President and Head of North America at Janus Capital Management LLC (since
2013 and 2017, respectively), Executive Vice President and Head of North America at Janus Distributors LLC (since 2011 and 2019, respectively), Vice President and Director at Intech Investment Management LLC (since 2012), and Executive Vice
President at Perkins Investment Management LLC (since 2011). Formerly, Executive Vice President at Janus Capital Group Inc. (2011-2019), and Director at Perkins Investment Management LLC (2011-2019).
|
Susan K.
Wold
151 Detroit Street
Denver, CO 80206
DOB: 1960
|
|
Vice President, Chief Compliance Officer, and Anti-Money Laundering Officer
|
|
9/17-Present
|
|
Head of Compliance, North America for Janus Henderson Investors (since September 2017); Formerly, Senior Vice President, Head of Global
Corporate Compliance, and Chief Compliance Officer for Janus Capital Management LLC (May 2017-September 2017); Vice President, Compliance at Janus Capital Group and Janus Capital Management LLC (2005-2017).
|
Jesper
Nergaard
151 Detroit Street
Denver, CO 80206
DOB: 1962
|
|
Vice President, Chief Financial Officer, Treasurer, and Principal Accounting Officer
|
|
2/16-Present
|
|
Head of U.S. Fund Administration, Janus Henderson Investors.
|
Byron D.
Hittle
151 Detroit Street
Denver, CO 80206
DOB: 1974
|
|
Vice President, Secretary and Chief Legal Officer
|
|
7/18-Present
|
|
Managing Counsel of Janus Henderson Investors (2017-present); Assistant Vice President and Senior Legal Counsel Janus Capital Management LLC (2012-2016).
|
*
|
|
Officers are elected at least annually by the Trustees for a one-year term and may also be elected from time to time by the Trustees for an interim period.
|
The Boards Nominating and Governance Committee is responsible for identifying and recommending candidates for nomination or election by the Board based
on a variety of diverse criteria. In its most recent evaluation of the qualifications of each Trustee as part of the Boards annual self-evaluation process and in connection with the assessment of a recommended candidate prior to the
appointment of a new Trustee effective January 15, 2020, the Committee and the Board considered based on the totality of the information available to them, including the specific experience, qualifications, attributes or skills, as noted below, that
each of the Trustees should serve as members of the Board of Trustees based on the Trusts business structure. In reaching these conclusions, the Committee and the Board, in the exercise of their reasonable business judgment, evaluated each
Trustee based on his or her specific experience, qualifications, attributes and/or skills on an individual basis and in combination with the other Trustees, none of which by itself was considered dispositive. Each member is listed below.
73
Richard C. Hoge: Service as COO of Exchange Traded Products at Janus Henderson Investors,
service as a registered representative of Janus Henderson Distributors, experience as a senior executive in the financial services industry, including as co-founder and chief compliance officer of a financial
services firm, and employment at a federal regulatory agency.
Maureen T. Upton: Service as a consultant to global mining, energy
and water resource industries, founder of sustainability consultancy, director of public affairs of a NYSE-listed mining corporation, and experience with the financial services industry.
Clifford J. Weber: Service as a senior executive of stock exchanges with responsibilities including exchange-traded fund and exchange-traded
product issues, experience with the structure and operations of exchange-traded funds, experience with secondary market transactions involving exchange-traded funds, and service as a mutual fund independent director.
Jeffrey B. Weeden: Service as a senior executive and CFO of NYSE-listed financial services companies, and as a director of a bank.
General Information Regarding the Board of Trustees and Leadership Structure
The Trust is governed by the Board of Trustees, which is responsible for and oversees the management and operations of the Trust and the Fund on behalf of Fund
shareholders. A majority of the Board is considered Independent of Janus Capital and the Distributor. The Boards Chair is also an Independent Trustee and each Committee is comprised solely of Independent Trustees. The Boards
responsibilities include, but are not limited to, oversight of the Funds officers and service providers, including Janus Capital, which is responsible for the Trusts day-to-day operations. The Trustees approve all of the agreements
entered into with the Funds service providers, including the investment management agreements with Janus Capital and distribution agreement with ALPS. The Trustees are also responsible for determining or changing the Funds investment
objective(s), policies, and available investment techniques, as well as for overseeing the Funds Chief Compliance Officer. In carrying out these responsibilities, the Trustees are assisted by the Trusts independent auditor (who reports
directly to the Trusts Audit Committee) and independent counsel, each of whom is selected by the Trustees. The Trustees also may engage specialists or consultants from time to time to assist them in fulfilling their responsibilities. The
Trustees also meet regularly without representatives of Janus Capital or its affiliates present.
The Trustees discharge their responsibilities
collectively as a Board, as well as through Board committees, each of which operates pursuant to a Board-approved charter that delineates the specific responsibilities of that committee. For example, the Board will oversee the annual process by
which the Board will consider for approval the renewal of the Funds investment advisory agreement with Janus Capital. Specific matters may be delegated to a committee, such as oversight of the Funds independent auditor, which has been
delegated by the Board to its Audit and Pricing Committee, subject to approval of the Audit Committees recommendations by the Board. The members and responsibilities of each Board committee are summarized below. In addition to serving on
certain committees, the Chair of the Board (Board Chair) is responsible for presiding at all meetings of the Board, and has other duties as may be assigned by the Trustees from time to time. The Board Chair also serves as the
Boards liaison to Janus Capital with respect to all matters related to the Fund that are not otherwise delegated to the chair of a Board committee. The Board has determined that this leadership structure is appropriate based on
(1) experience of the Chair with stock exchanges and exchange-traded funds; (2) the distribution model of the Fund, (3) that the Fund and Trust had not yet commenced operations as of the date of the Boards formation, and
(4) the responsibilities entrusted to Janus Capital to oversee the Trusts day-to-day operations.
Committees of the Board
The Board of Trustees has two standing committees that each performs specialized functions: an Audit and Pricing Committee and Nominating and Governance
Committee. The table below shows the committee members. Each committee is comprised entirely of Independent Trustees. Information about each committees functions is provided in the following table:
|
|
|
|
|
|
|
|
|
Summary of Functions
|
|
Members
(Independent Trustees)
|
|
Number of Meetings held
during Last Fiscal Year Ended
October
31, 2019
|
Audit and Pricing Committee
|
|
Reviews the financial reporting process, the system of internal controls over financial reporting,
disclosure controls and procedures, and the audit process. The Committees review of the audit process includes, among other things, the appointment, compensation, and oversight of the Trusts independent auditor and preapproval of all
audit and nonaudit services.
|
|
Jeffrey B. Weeden (Chair)
Maureen T. Upton
Clifford J. Weber
|
|
5
|
74
|
|
|
|
|
|
|
|
|
Summary of Functions
|
|
Members
(Independent Trustees)
|
|
Number of Meetings held
during Last Fiscal Year Ended
October
31, 2019
|
|
|
Determines a fair value of restricted and other securities for which market quotations are not readily available or are deemed not to be reliable, pursuant to procedures adopted by the
Trustees and reviews other matters related to the pricing of securities.
|
|
|
|
|
|
|
|
|
Nominating and Governance
Committee
|
|
Identifies and recommends individuals for election as Trustee, consults with Management in planning Trustee meetings, and oversees the administration of, and ensures compliance
with, the Trusts Governance Procedures and Guidelines, which includes review of proposed changes to Trustee compensation.
|
|
Maureen T. Upton (Chair)
Clifford J. Weber
Jeffrey B. Weeden
|
|
4
|
Board Oversight of Risk Management
Janus Capital, as part of its responsibilities for the day-to-day operations of the Fund, is responsible for day-to-day risk management. The Board, as part of
its overall oversight responsibilities for the Funds operations, oversees Janus Capitals risk management efforts with respect to the Fund. The Board, in the exercise of its reasonable business judgment, also separately considers
potential risks that may impact the Fund. Information considered by the Board is provided by Janus Capital and the Funds service providers, as deemed appropriate from time to time. As the Fund begins to have a performance history, the Board
and its Committees will have an opportunity to analyze the risks of the Fund and request information they deem appropriate. The Audit and Pricing Committee will consider valuation risk as part of its regular oversight responsibilities as well as
enterprise risk. The Board also may be apprised of particular risk management matters in connection with its general oversight and approval of various Fund matters brought before the Board. The Board has appointed a Chief Compliance Officer for the
Fund (Fund CCO) who reports directly to the Board. The Fund CCO, who also serves as Chief Compliance Officer of other Janus Henderson funds, will discuss relevant risk issues that may impact the Janus Henderson funds and/or Janus
Capitals services to the funds, and will also discuss matters related to the Funds compliance policies and procedures.
Additional
Information About Trustees
Under the Trusts Governance Procedures and Guidelines, the Trustees are expected to make efforts to invest in one or
more (but not necessarily all) funds advised by Janus Capital for which they serve as Trustee, to the extent it is practicable and reasonable to do so. Such investments, including the amount and which funds, are dictated by each Trustees
individual financial circumstances and investment goals.
As of December 31, 2019, the Trustees owned securities of the Fund described in this SAI in
the dollar range shown in the following table. The last column of the table reflects each Trustees aggregate dollar range of securities of all funds advised by Janus Capital and overseen by the Trustees (collectively, the Janus Henderson
Funds).
|
|
|
|
|
|
|
|
|
Name of Trustee
|
|
Dollar Range of Equity Securities in the Fund
|
|
|
Aggregate Dollar Range of Equity
Securities
in All Registered
Investment Companies
Overseen by Trustee in
Janus Henderson Funds
|
|
Independent Trustees
|
|
|
|
|
|
|
|
|
Clifford
J. Weber
|
|
|
None
|
|
|
|
$10,001-$50,000
|
|
Maureen T.
Upton
|
|
|
$10,001-$50,000
|
|
|
|
$50,001-$100,000
|
|
Jeffrey B.
Weeden
|
|
|
None
|
|
|
|
over $100,000
|
|
Interested Trustee
|
|
|
|
|
|
|
|
|
Richard C.
Hoge1
|
|
|
None
|
|
|
|
$10,001-$50,000
|
|
1
|
|
Effective January 15, 2020, Richard C. Hoge became a Trustee of the Trust.
|
75
Trustee Compensation
Each Independent Trustee receives an annual retainer plus a fee for each in-person or telephonic meeting of the Trustees attended. Given the unitary fee
structure, Janus Capital pays the compensation and expenses of the Independent Trustees. Each Independent Trustee receives fees from other Janus Henderson funds for serving as Trustee of those funds. Janus Capital pays persons who are directors,
officers, or employees of Janus Capital or any affiliate thereof, or any Trustee considered an interested Trustee, for their services as Trustees or officers. The Trust and other funds managed by Janus Capital may pay all or a portion of
the compensation and related expenses of the Funds Chief Compliance Officer and compliance staff, as authorized from time to time by the Trustees.
The following table shows the aggregate compensation paid by Janus Capital to each Independent Trustee for the fiscal year ending October 31, 2019. None
of the Independent Trustees receives any pension or retirement benefits from the Fund or Janus Capital.
|
|
|
|
|
|
|
|
|
Name of Person, Position
|
|
Aggregate
Compensation
from the Trust(1)
|
|
|
Total
Compensation
from the Janus
Henderson
Funds Overseen
by Trustees(2)
|
|
Independent Trustees
|
|
|
|
|
|
|
|
|
Clifford
J. Weber, Chairman and Trustee
|
|
$
|
20,625
|
|
|
$
|
41,750
|
|
Maureen T.
Upton, Trustee
|
|
$
|
20,625
|
|
|
$
|
41,750
|
|
Jeffrey B.
Weeden, Trustee
|
|
$
|
20,625
|
|
|
$
|
41,750
|
|
Interested Trustee
|
|
|
|
|
|
|
|
|
Richard C.
Hoge Trustee(3)
|
|
$
|
0
|
|
|
$
|
0
|
|
(1)
|
There are currently 7 series of the Trust.
|
(2)
|
For each Independent Trustee, includes compensation for service on the boards of two Janus trusts comprised of
10 portfolios.
|
(3)
|
Richard C. Hoge is an Interested Trustee by virtue of his employment with Janus Henderson Investors. Effective
January 15, 2020, Mr. Hoge became a Trustee of the Trust.
|
|
JANUS INVESTMENT PERSONNEL
|
Other Accounts Managed
To the best knowledge of the Trust, the following table provides information relating to other accounts managed by the portfolio managers as of October 31,
2019. For any co-managed Fund or account, the assets reflect total Fund assets. If applicable, accounts included under Other Registered Investment Companies only include U.S. registered investment companies. To the extent that any of the accounts
pay advisory fees based on account performance, information on those accounts is separately listed.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Registered
Investment
Companies
|
|
|
Other Pooled
Investment
Vehicles
|
|
|
Other Accounts
|
|
Nick Maroutsos
|
|
Number of Other Accounts Managed
|
|
|
1
|
|
|
|
6
|
|
|
|
15
|
(1)
|
|
|
Assets in Other Accounts Managed
|
|
$
|
119M
|
|
|
$
|
803M
|
|
|
$
|
3,909M
|
|
Dan Siluk
|
|
Number of Other Accounts Managed
|
|
|
None
|
|
|
|
4
|
|
|
|
1
|
|
|
|
Assets in Other Accounts Managed
|
|
|
None
|
|
|
$
|
269M
|
|
|
$
|
721M
|
|
Jason England
|
|
Number of Other Accounts Managed
|
|
|
1
|
|
|
|
5
|
|
|
|
1
|
|
|
|
Assets in Other Accounts Managed
|
|
$
|
119M
|
|
|
$
|
323M
|
|
|
$
|
721M
|
|
(1)
|
Five accounts included in the total, consisting of $912M of the total assets in the category, have
performance-based advisory fees.
|
Material Conflicts
As shown in the table above, portfolio managers and investment personnel (for the purposes of this section, are together referred to as portfolio
managers) generally manage other accounts, including accounts that may hold the same securities as or pursue investment strategies similar to the Fund. Those other accounts may include other Janus Henderson funds, private-label funds for which
Janus Capital or an affiliate serves as sub-adviser, separately managed accounts or other pooled investment vehicles, such as hedge funds, which may have different fee structures or rates than the Fund or may
have a performance-based management fee. As such, fees earned by Janus Capital may vary among these accounts. Janus Capital or an affiliate may also
76
proprietarily invest in or provide seed capital to some but not all of these accounts. In addition, portfolio managers may personally invest in or provide seed capital to some but not all of
these accounts, and certain of these accounts may have a greater impact on their compensation than others. Further, portfolio managers (or their family members) may beneficially own or transact in the same securities as those held in the Funds
portfolio. Certain portfolio managers also have roles with an affiliate of Janus Capital and provide advice on behalf of Janus Capital through participating affiliate agreements, and receive compensation attributable to their role with the affiliate
in addition to Janus Capital. These factors could create conflicts of interest because a portfolio manager may have incentives to favor one or more accounts over others in the allocation of time, resources, or investment opportunities, resulting in
the potential for the Fund to be disadvantaged if, for example, one or more accounts outperform the Fund.
A conflict may arise if a portfolio manager
identifies a limited investment opportunity that may be appropriate for the Fund, but the Fund is not able to take full advantage of that opportunity due to the need to allocate that opportunity among other accounts also managed by the portfolio
manager. A conflict may also arise if a portfolio manager executes transactions in one or more accounts that adversely impact the value of securities held by the Fund.
Janus Capital believes that these and other conflicts are mitigated by policies, procedures, and practices in place, including those governing personal
trading, proprietary trading and seed capital deployment, aggregation and allocation of trades, allocation of limited offerings, cross trades, and best execution. In addition, Janus Capital generally requires portfolio managers to manage accounts
with similar investment strategies in a similar fashion, subject to a variety of exceptions, including, but not limited to, investment restrictions or policies applicable only to certain accounts, certain portfolio holdings that may be transferred in-kind when an account is opened, differences in cash flows and account sizes, and similar factors. Janus Capital monitors performance of accounts with similar strategies for any performance dispersion.
Janus Capital generates trades throughout the day, depending on the volume of orders received from portfolio managers, for all of its clients using trade
system software. Trades are pre-allocated to individual clients and submitted to selected brokers via electronic files, in alignment with Janus Capitals best execution policy. If an order is not
completely filled, executed shares are allocated to client accounts in proportion to the order. In addition, Janus Capital has adopted trade allocation procedures that govern allocation of securities among various Janus accounts. Trade allocation
and personal trading are described in further detail under Additional Information About Janus Capital. Furthermore, Janus Capital believes that conflicts arising from personal ownership by a portfolio manager (or portfolio managers
family members) of the same securities held in the Fund may be mitigated by the portfolio managers compliance with Janus Capitals personal trading policy within the Personal Code of Ethics.
Compensation Information
The following describes the
structure and method of calculating a portfolio managers compensation.
The portfolio managers are compensated for managing the Fund and any other
funds, portfolios, or accounts for which he has exclusive or shared responsibilities through two components: fixed compensation and variable compensation. Compensation (both fixed and variable) is determined on a pre-tax basis.
Fixed Compensation: Fixed compensation is paid in cash and is comprised of an annual base salary. The base salary is based on factors
such as performance, complexity of managing portfolios, scope of responsibility (including assets under management), skills, knowledge, experience, ability, and market competitiveness.
Variable Compensation: Variable compensation is paid in the form of cash and deferred awards. Deferrals are typically made in Janus
Henderson restricted stock, although in some cases deferrals are made in mutual funds for regulatory reasons. For some individuals with a significant Janus Henderson stock holding they may also elect to have some or all of their deferral delivered
in mutual funds. Individuals Awards, if any, are discretionary and given based on company, department and individual performance.
A portfolio
managers variable compensation is discretionary and is determined by Janus Capital Management. The overall investment team variable compensation pool is funded by an amount equal to a percentage of Janus Hendersons pre-incentive
operating income. In determining individual awards, both quantitative and qualitative factors are considered. Such factors include, among other things, consistent short-term and long-term fund performance (i.e., one-, three-, and five-year
performance), client support and investment team support through the sharing of ideas, leadership, development, mentoring, and teamwork.
77
As of October 31, 2019, the portfolio managers and/or investment personnel of the Fund described in this SAI beneficially
owned securities of the Fund they manage in the dollar range shown in the following table.
|
|
|
Investment Personnel
|
|
Dollar Range of Equity Securities in the Fund
Managed
|
Nick
Maroutsos
|
|
$100,001-$500,000
|
Daniel
Siluk
|
|
$100,001-$500,000
|
Jason
England
|
|
$100,001-$500,000
|
78
PRINCIPAL SHAREHOLDERS
To the best knowledge of Janus Detroit Street Trust, as of January 31, 2020, the officers and Trustees as a group owned less than 1% of the outstanding
shares of the Fund. As of January 31, 2020, the percentage ownership of any person or entity owning 5% or more of the outstanding shares of the Fund is listed below. Any person or entity that beneficially owns, directly or through one or more
controlled companies, more than 25% of the voting securities of a company is presumed to control such company. Accordingly, to the extent that a person or entity is identified as the beneficial owner of more than 25% of the voting
securities of the Fund, or is identified as the record owner of more than 25% of the Fund and has voting and/or investment powers, that person or entity may be presumed to control the Fund. A controlling shareholders vote could have a more
significant effect on matters presented to shareholders for approval than the vote of other Fund shareholders.
An Authorized Participant may hold of
record more than 25% of the outstanding shares of the Fund. From time to time, Authorized Participants may be a beneficial and/or legal owner of the Fund, may be affiliated with an index provider, may be deemed to have control of the Fund and/or may
be able to affect the outcome of matters presented for a vote of the shareholders of the Fund. Authorized Participants may execute an irrevocable proxy granting the Distributor or an affiliate of Janus Capital power to vote or abstain from voting
such Authorized Participants beneficially or legally owned shares of the Fund. In such cases, the agent shall mirror vote (or abstain from voting) such shares in the same proportion as all other beneficial owners of the Fund.
To the best knowledge of the Trust, entities shown as owning more than 25% of the outstanding shares of the Fund are not the beneficial owners of such shares,
unless otherwise indicated. The following chart lists each shareholder or group of shareholders who beneficially (or of record) owned more than 5% of the Fund as of January 31, 2020:
|
|
|
|
|
Fund Name
|
|
Shareholder and Address of Record
|
|
Percentage Ownership
|
Janus Henderson Short Duration Income ETF
|
|
Merrill Lynch, Pierce, Fenner & Smith
Incorporated 4800 Deer Lake Drive East
Jacksonville, FL 32246-6484
|
|
18.68%
|
|
|
Morgan Stanley Smith Barney*
Harborside Financial Center Fl. 3
Jersey City, NJ 07311-1114
|
|
15.69%
|
|
|
Charles Schwab & Co. Inc.
101 Montgomery Street
San Francisco, CA 94104
|
|
11.81%
|
|
|
State Street Bank and Trust Company
1776 Heritage Drive
North Quincy, MA 02171
|
|
8.31%
|
|
|
National Financial Services Corporation
200 Liberty Street
New York, NY 10281
|
|
8.28%
|
|
|
LPL Financial Corporation
4707 Executive Dr.
San Diego, CA 92121-3091
|
|
8.01%
|
|
|
TD Ameritrade Clearing, Inc.
4211 South 102nd Street
Omaha, NE 68127
|
|
6.24%
|
79
MISCELLANEOUS INFORMATION
The Fund is a series of the Trust, an open-end management investment company registered under the 1940 Act and organized as a Delaware statutory trust on
August 6, 2015. As of the date of this SAI, the Trust offers 7 series of shares, known as Funds. The other series of the Trust are described in separate statements of additional information.
|
Fund Name
|
Janus Henderson Mortgage-Backed Securities ETF
|
Janus Henderson Small Cap Growth Alpha ETF
|
Janus Henderson Small/Mid Cap Growth Alpha ETF
|
Janus Henderson Short Duration Income ETF
|
The Long-Term Care ETF
|
The Obesity ETF
|
The Organics ETF
|
Janus Capital reserves the right to the name Janus Henderson. In the event that Janus Capital does not continue to
provide investment advice to the Funds, the Funds must cease to use the name Janus Henderson as soon as reasonably practicable.
It is
important to know that, pursuant to the Trusts Agreement and Declaration of Trust, the Trustees have the authority to merge, liquidate, consolidate and/or reorganize a Fund into another fund without seeking shareholder vote or consent. Any
such consolidation, merger, or reorganization may be authorized at any time by a vote of a majority of the Trustees then in office. While the Trustees have no present intention of exercising their authority to liquidate the Fund, they may do so if
the Fund fails to reach or maintain viable size or for such other reasons as may be determined by the Board in its discretion.
The Trust is authorized to issue an unlimited number of shares of beneficial interest with a par value of $0.001 per share for
each series of the Trust. Shares of each series of the Trust are fully paid and nonassessable when issued. Shares of the Fund participate equally in dividends and other distributions by the shares of the Fund, and in residual assets of the Fund in
the event of liquidation. Shares of the Fund have no preemptive, conversion, or subscription rights. Shares of the Fund may be transferred by endorsement or stock power as is customary, but the Fund is not bound to recognize any transfer until it is
recorded on its books.
The Trust does not intend to hold annual or regular shareholder meetings unless otherwise required by the Agreement and
Declaration of Trust or the 1940 Act. Special meetings may be called for a specific fund or for the Trust as a whole for purposes such as changing fundamental policies, electing or removing Trustees, making any changes to the Agreement and
Declaration of Trust that would affect shareholders voting rights (as specified in the Agreement and Declaration of Trust), determining whether to bring certain derivative actions, or for any other purpose requiring a shareholder vote under
applicable law or the Trusts governing documents, or as the Trustees consider necessary or desirable.
Under the Agreement and Declaration of Trust,
special meetings of shareholders of the Trust or of the Fund shall be called subject to certain conditions, upon written request of shareholders owning shares representing at least 25% (or 10% to the extent required by the 1940 Act) of the shares
then outstanding. The Fund will assist these shareholders in communicating with other shareholders in connection with such a meeting similar to that referred to in Section 16(c) of the 1940 Act.
Under the Agreement and Declaration of Trust, each Trustee of the Trust will continue in office until the termination of the
Trust or his or her earlier death, retirement, resignation, incapacity, or removal. Vacancies will be filled by appointment by a majority of the remaining Trustees, subject to the 1940 Act.
Pursuant to the terms of the Participant Agreement, an Authorized Participant, to the extent that it is a beneficial owner of Fund shares, will irrevocably
appoint the Distributor as its agent and proxy with full authorization and power to vote (or abstain from voting) its beneficially owned Fund shares. The Distributor intends to vote such shares in accordance with its written supervisory procedures.
80
As a shareholder, you are entitled to one vote per share (with proportionate voting for fractional shares).
Generally, each fund votes together as a single group, except where a separate vote of one or more funds is required by law or where the interests of one or more funds are affected differently from other funds. Shares of all series of the Trust have
noncumulative voting rights, which means that the holders of more than 50% of the value of shares of all series of the Trust voting for the election of Trustees can elect 100% of the Trustees if they choose to do so. In such event, the holders of
the remaining value of shares will not be able to elect any Trustees.
The Trust may in the future seek to achieve a funds objective by investing all of that funds assets in another
investment company having the same investment objective and substantially the same investment policies and restrictions as those applicable to that fund. Unless otherwise required by law, this policy may be implemented by the Trustees without
shareholder approval.
|
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
|
PricewaterhouseCoopers LLP, 1900 16th Street, Suite 1600, Denver,
Colorado 80202, the Independent Registered Public Accounting Firm for the Fund, audits the Funds annual financial statements and performs tax services for the Fund.
The Trust has filed with the SEC, Washington, D.C., a Registration Statement under the Securities Act of 1933, as amended, with
respect to the securities to which this SAI relates. If further information is desired with respect to the Fund or such securities, reference is made to the Registration Statement and the exhibits filed as a part thereof.
81
FINANCIAL STATEMENTS
The following audited financial statements for the fiscal period ended October 31, 2019 are hereby incorporated into this SAI by reference to the Annual Report
dated October 31, 2019, as applicable.
Schedules of Investments as of October 31, 2019
Statements of Assets and Liabilities as of October 31, 2019
Statements of Operations for the period ended October 31, 2019
Statements of Changes in Net Assets for each of the periods indicated
Financial Highlights for each of the periods indicated
Notes to Schedules of Investments
Notes to
Financial Statements
Report of Independent Registered Public Accounting Firm
The portions of an Annual Report that are not specifically listed above are not incorporated by reference into this SAI and are not part of the Registration
Statement.
82
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84
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janushenderson.com/info
151 Detroit Street
Denver,
Colorado 80206-4805
1-800-668-0434
February 28, 2020
|
|
|
|
|
Fixed Income
|
|
Ticker
|
|
Stock Exchange
|
Janus Henderson Mortgage-Backed Securities ETF
|
|
JMBS
|
|
NYSE Arca, Inc.
|
Janus Detroit Street Trust
Statement of Additional Information
This Statement of Additional Information (SAI) expands upon and supplements the information contained in the current Prospectus for Janus
Henderson Mortgage-Backed Securities ETF, which is a separate series of Janus Detroit Street Trust, a Delaware statutory trust (the Trust). This series of the Trust represents shares of beneficial interest in a separate portfolio of
securities and other assets with its own objective and policies.
This SAI is not a Prospectus and should be read in conjunction with the
Funds Prospectus dated February 28, 2020, and any supplements thereto, which are incorporated by reference into this SAI and may be obtained by contacting your broker-dealer, plan sponsor, or financial intermediary, at janushenderson.com/info,
or by contacting a Janus representative at 1-800-668-0434. This SAI contains additional and more detailed information about the
Funds operations and activities than the Prospectus. The Annual Report which contains important financial information about the Fund is incorporated by reference into this SAI. The Annual and Semiannual Reports (as they become available) are
available, without charge, by contacting your broker-dealer, plan sponsor, or financial intermediary, at janushenderson.com/info, or by contacting a Janus representative at 1-800-668-0434.
TABLE OF CONTENTS
1
CLASSIFICATION, INVESTMENT POLICIES
AND RESTRICTIONS, AND INVESTMENT STRATEGIES AND RISKS
|
|
|
JANUS DETROIT STREET TRUST
|
|
|
This Statement of Additional Information includes information about Janus Henderson Mortgage-Backed Securities ETF (the
Fund), which operates as an actively managed exchange-traded fund (ETF) and is a series of the Trust, an open-end, management investment company.
The Fund offers and issues shares at its net asset value (NAV) per share only in aggregations of a specified number of shares (Creation
Unit), in exchange for an all cash payment or in certain circumstances, a designated portfolio of securities (including any portion of such securities for which cash may be substituted) (the Deposit Securities), together with the
deposit of a specified cash payment (the Cash Component). Shares of the Fund are listed for trading on NYSE Arca, Inc. (the Listing Exchange), a national securities exchange. Shares of the Fund are traded in the secondary
market and elsewhere at market prices that may be at, above or below the Funds NAV. Unlike mutual funds, the Funds shares are not individually redeemable securities. Rather, the Funds shares are redeemable only in Creation Units,
and, generally, in exchange for portfolio securities and a Cash Component. Creation Units typically are a specified number of shares, at least 25,000, and generally multiples of 5,000 above 25,000. Janus Capital may modify the Creation Unit size
with prior notification to the Funds Authorized Participants. See the ETF portion of the Janus Henderson website for the Funds current Creation Unit size. In the event of liquidation of the Fund, the number of shares in a Creation Unit
may be lowered below 25,000.
The Fund may charge creation/redemption transaction fees for each creation and redemption. In all cases, transaction fees
will be limited in accordance with the requirements of the Securities and Exchange Commission (SEC) applicable to management investment companies offering redeemable securities. Some of the information in this SAI and the Prospectus,
such as information about purchasing and redeeming shares from the Fund and transaction fees, is not relevant to most retail investors because it applies only to transactions for Creation Units. Refer to Creations and Redemptions below.
Once created, the Funds shares generally trade in the secondary market, at market prices that change throughout the day, in amounts less than a
Creation Unit. Investors purchasing the Funds shares in the secondary market through a brokerage account or with the assistance of a broker may be subject to brokerage commissions and charges.
Unlike index-based ETFs, the Fund is actively managed and does not seek to replicate the performance of a specified index.
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EXCHANGE LISTING AND TRADING
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Shares of the Fund are listed for trading and trade throughout the day on the Listing Exchange and other secondary markets.
Shares of the Fund may also be listed on certain foreign (non U.S.) exchanges. There can be no assurance that the requirements of the Listing Exchange necessary to maintain the listing of shares of the Fund will continue to be met. The Listing
Exchange may, but is not required to, remove the shares of the Fund from listing under the following circumstances, as may be applicable: (i) following the initial 12-month period beginning upon the
commencement of trading of Fund shares, there are fewer than 50 beneficial owners of shares of the Fund; (ii) the intra-day net asset value (iNAV) of the Fund is no longer calculated or
available; (iii) the Fund fails to meet certain continuing listing standards of the Listing Exchange; or (iv) any other event shall occur or condition shall exist that, in the opinion of the Listing Exchange, makes further dealings on the
Listing Exchange inadvisable. The Listing Exchange will remove the shares of the Fund from listing and trading upon termination of the Fund. In the event the Fund ceases to be listed on an exchange, the Fund may cease operating as an
exchange-traded fund and operate as a mutual fund, provided that shareholders are given advance notice.
As in the case of other
publicly-traded securities, when you buy or sell shares through a financial intermediary you will incur a brokerage commission determined by that financial intermediary.
In order to provide additional information regarding the intra-day value of shares of the Fund, the Listing Exchange or
a market data vendor disseminates every 15 seconds through the facilities of the Consolidated Tape Association or other widely disseminated means an updated iNAV for the Fund as calculated by an information provider or market data vendor. The Trust
is not involved in or responsible for any aspect of the calculation or dissemination of the iNAV and makes no representation or warranty as to the accuracy of the iNAV.
Shares of the Fund trade on the Listing Exchange or in the secondary market at prices that may differ from their NAV or iNAV, because such prices may be
affected by market forces (such as supply and demand for the Funds shares). The Trust reserves the right to adjust the share prices of the Fund in the future to maintain convenient trading ranges for investors. Any adjustments would be
accomplished through stock splits or reverse stock splits, which would have no effect on the net assets of the Fund.
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The base and trading currency of the Fund is the U.S. dollar. The base currency is the currency in which the
Funds NAV per share is calculated and the trading currency is the currency in which shares of the Fund are listed and traded on the Listing Exchange.
The Fund is not sponsored, endorsed, sold, or promoted by the Listing Exchange. The Listing Exchange makes no representation or warranty, express or implied,
to the owners of shares of the Fund or any member of the public regarding the advisability of investing in securities generally or in the Fund particularly or the ability of the Fund to achieve its objectives. The Listing Exchange has no obligation
or liability in connection with the administration, marketing, or trading of the Fund.
The Investment Company Act of 1940, as amended (1940 Act), classifies funds as either diversified or
nondiversified. The Fund is classified as diversified.
Janus Capital Management LLC (Janus Capital or Janus) is the investment adviser for the Fund.
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INVESTMENT POLICIES AND RESTRICTIONS APPLICABLE TO THE FUND
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The Fund is subject to certain fundamental policies and restrictions that may not be changed without shareholder approval.
Shareholder approval means approval by the lesser of: (i) more than 50% of the outstanding voting securities of the Trust (or the Fund if a matter affects just the Fund) or (ii) 67% or more of the voting securities present at a meeting if the
holders of more than 50% of the outstanding voting securities of the Trust (or the Fund) are present or represented by proxy. The following policies are fundamental policies of the Fund.
The Fund may not:
(1) With respect to 75% of its
total assets, purchase securities of an issuer (other than the U.S. Government, its agencies, instrumentalities or authorities, or repurchase agreements collateralized by U.S. Government securities, and securities of other investment companies) if:
(a) such purchase would, at the time, cause more than 5% of the Funds total assets taken at market value to be invested in the securities of such issuer or (b) such purchase would, at the time, result in more than 10% of the
outstanding voting securities of such issuer being held by the Fund.
(2) Invest 25% or more of the value of its total assets in any particular
industry or group of industries (other than U.S. Government securities, including those issued or guaranteed by U.S. Government agencies, instrumentalities or authorities, and securities of other investment companies).
(3) Purchase or sell physical commodities unless acquired as a result of ownership of securities or other instruments (but this limitation shall not
prevent the Fund from purchasing or selling foreign currencies, options, futures, swaps, forward contracts, or other derivative instruments, or from investing in securities or other instruments backed by physical commodities).
(4) Lend any security or make any other loan if, as a result, more than one-third of the Funds total
assets would be lent to other parties (but this limitation does not apply to investments in repurchase agreements, commercial paper, debt securities, or loans, including assignments and participation interests).
(5) Act as an underwriter of securities issued by others, except to the extent that the Fund may be deemed an underwriter in connection with the
disposition of its portfolio securities.
(6) Borrow money except that the Fund may borrow money for temporary or emergency purposes (not for
leveraging or investment). Borrowings from banks will not, in any event, exceed one-third of the value of the Funds total assets (including the amount borrowed). This policy shall not prohibit short
sales transactions, or futures, options, swaps, repurchase transactions (including reverse repurchase agreements), or forward transactions. The Fund may not issue senior securities in contravention of the 1940 Act.
(7) Invest directly in real estate or interests in real estate; however, the Fund may own debt or equity securities issued by companies engaged in
those businesses.
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As a fundamental policy, the Fund may, notwithstanding any other investment policy or limitation (whether or not
fundamental), invest all of its assets in the securities of a single open-end management investment company with substantially the same fundamental investment objectives, policies, and limitations as the Fund.
The Board of Trustees (Trustees) has adopted additional investment restrictions for the Fund. These restrictions are operating policies of the
Fund and may be changed by the Trustees without shareholder approval. The additional restrictions adopted by the Trustees to date include the following:
(1) If the Fund is an underlying fund in a fund of funds, the Fund may not acquire securities of other investment companies in reliance on
Section 12(d)(1)(F) of the 1940 Act and securities of open-end investment companies or registered unit investment trusts in reliance on Section 12(d)(1)(G) of the 1940 Act.
(2) The Fund may sell securities short if it owns or has the right to obtain securities equivalent in kind and amount to the securities sold short
without the payment of any additional consideration therefor (short sales against the box). In addition, the Fund may engage in short sales other than against the box, which involve selling a security that the Fund borrows and does not
own. The Trustees may impose limits on the Funds investments in short sales, as described in the Funds Prospectus. Transactions in futures, options, swaps, and forward contracts not involving short sales are not deemed to constitute
selling securities short.
(3) The Fund does not intend to purchase securities on margin, except that the Fund may obtain such short-term
credits as are necessary for the clearance of transactions, and provided that margin payments and other deposits in connection with transactions involving short sales, futures, options, swaps, forward contracts, and other permitted investment
techniques shall not be deemed to constitute purchasing securities on margin.
(4) The Fund may not mortgage or pledge any securities owned or
held by the Fund in amounts that exceed, in the aggregate, 15% of the Funds NAV, provided that this limitation does not apply to: reverse repurchase agreements; deposits of assets to margin; guarantee positions in futures, options, swaps, or
forward contracts; or the segregation of assets in connection with such contracts.
(5) The Fund may not acquire any illiquid investment if,
immediately after the acquisition, the Fund would have invested more than 15% of its net assets in illiquid investments that are assets.
(6) The Fund may not invest in companies for the purpose of exercising control of management.
Under the terms of an exemptive order received from the SEC, the Fund may borrow money from or lend money to other funds that permit such transactions and for
which Janus Capital or one of its affiliates serves as investment adviser. All such borrowing and lending will be subject to the above limits and to the limits and other conditions in such exemptive order. The Fund will borrow money through the
program only when the costs are equal to or lower than the cost of bank loans. Interfund loans and borrowings normally extend overnight, but can have a maximum duration of seven days. The Fund will lend through the program only when the returns are
higher than those available from other short-term instruments (such as repurchase agreements). The Fund may have to borrow from a bank at a higher interest rate if an interfund loan is called or not renewed. Any delay in repayment to a lending Fund
could result in a lost investment opportunity or additional borrowing costs, and interfund loans are subject to the risk that the borrowing fund may be unable to repay the loan when due. While it is expected that the Fund may borrow money through
the program to satisfy redemption requests or to cover unanticipated cash shortfalls, the Fund may elect to not participate in the program during times of market uncertainty or distress or for other reasons.
For purposes of these investment restrictions, the identification of the issuer of a municipal obligation depends on the terms and conditions of the security.
When assets and revenues of a political subdivision are separate from those of the government that created the subdivision and the security is backed only by the assets and revenues of the subdivision, the subdivision is deemed to be the sole
issuer. Similarly, in the case of an industrial development bond, if the bond is backed only by assets and revenues of a nongovernmental user, then the nongovernmental user would be deemed to be the sole issuer. If, however, in either case, the
creating government or some other entity guarantees the security, the guarantee would be considered a separate security that would be treated as an issue of the guaranteeing entity.
For purposes of the Funds fundamental policy related to investments in real estate, the policy does not prohibit the purchase of securities directly or
indirectly secured by real estate or interests therein, or issued by entities that invest in real estate or interests therein, such as, but not limited to, corporations, partnerships, real estate investment trusts (REITs), and other
REIT-like entities, such as foreign entities that have REIT characteristics.
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Except for the Funds policies with respect to investments in illiquid investments and borrowing, the
percentage limitations included in these policies and elsewhere in this SAI and/or the Funds Prospectus normally apply only at the time of initial purchase of a security. So, for example, if the Fund exceeds a limit as a result of market
fluctuations or the sale of other securities, it will not be required to dispose of any securities.
For purposes of the Funds policies on investing
in particular industries, the Fund relies primarily on industry or industry group classifications under the Global Industry Classification Standard (GICS) developed by MSCI with respect to equity investments and classifications published
by Barclays for fixed-income investments. Funds with both equity and fixed-income components will rely on industry classifications published by Bloomberg L.P. To the extent that the above classifications are so broad that the primary economic
characteristics in a single class are materially different, the Fund may further classify issuers in accordance with industry classifications consistent with relevant SEC staff interpretations. The Fund may change any source used for determining
industry classifications without prior shareholder notice or approval.
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INVESTMENT STRATEGIES AND RISKS
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A discussion of the risks associated with an investment in the Fund is contained in the Funds Prospectus under the
headings Principal Investment Risks and Risks of the Fund. The discussion below supplements, and should be read in conjunction with, such sections of the Funds Prospectus.
General Considerations and Risks
Investment in the Fund
should be made with an understanding that the value of the portfolio of securities held by the Fund may fluctuate in accordance with changes in the financial condition of the issuers of the portfolio securities, the value of common stocks generally
and other factors.
An investment in the Fund should also be made with an understanding of the risks inherent in an investment in securities, including the
risk that the financial condition of issuers may become impaired or that the general condition of the securities markets may deteriorate (either of which may cause a decrease in the value of the portfolio securities and thus in the value of shares).
Securities are susceptible to general market fluctuations and to volatile increases and decreases in value as market confidence in and perceptions of their issuers change. These investor perceptions are based on various and unpredictable factors
including expectations regarding government, economic, monetary and fiscal policies, inflation and interest rates, economic expansion or contraction, and global or regional political, economic and banking crises.
Holders of common stocks incur more risk than holders of preferred stocks and debt obligations because common stockholders, as owners of the issuer, have
generally inferior rights to receive payments from the issuer in comparison with the rights of creditors of, or holders of debt obligations or preferred stocks issued by, the issuer. Further, unlike debt securities which typically have a stated
principal amount payable at maturity (whose value, however, will be subject to market fluctuations prior thereto), or preferred stocks which typically have a liquidation preference and which may have stated optional or mandatory redemption
provisions, common stocks have neither a fixed principal amount nor a maturity. Common stock values are subject to market fluctuations as long as the common stock remains outstanding.
The principal trading market for some of the securities held by the Fund may be in the
over-the-counter market. The existence of a liquid trading market for certain securities may depend on whether dealers will make a market in such securities. There can
be no assurance that a market will be made or maintained or that any such market will be or remain liquid. The price at which securities may be sold and the value of the Funds shares will be adversely affected if trading markets for the
Funds portfolio securities are limited or absent or if bid/ask spreads are wide.
Diversification
Funds are classified as either diversified or nondiversified. Diversification is a way to reduce risk by investing in a broad range of
stocks or other securities. To be classified as diversified under the 1940 Act, a fund may not, with respect to 75% of its total assets, invest more than 5% of its total assets in any issuer and may not own more than 10% of the
outstanding voting securities of an issuer. A fund that is classified as nondiversified under the 1940 Act is not subject to the same restrictions and therefore has the ability to take larger positions in a smaller number of issuers than
a fund that is classified as diversified. This gives a fund that is classified as nondiversified more flexibility to focus its investments in companies that the portfolio manager has identified as the most attractive for the investment
objective and strategy of the fund. However, because the appreciation or depreciation of a single security may have a greater impact on the NAV of a fund which is classified as nondiversified, its share
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price can be expected to fluctuate more than a comparable fund which is classified as diversified. This fluctuation, if significant, may affect the performance of a fund.
Cash Position
As discussed in the Prospectus, the
Funds cash position may increase under various circumstances. Securities that the Fund may invest in as a means of receiving a return on idle cash include U.S. treasury securities, domestic commercial paper, certificates of deposit, repurchase
agreements, or other short-term debt obligations, including U.S. cash instruments and cash equivalent securities. The Fund may also invest in affiliated or non-affiliated money market funds. (Refer to
Investment Company Securities.)
Loans of Portfolio Securities
The Fund may lend its investment securities to approved borrowers. Any gain or loss on the market price of the securities loaned that might occur during the
term of the loan would be for the account of the Fund. These loans cannot exceed one-third of the Funds total assets.
Approved borrowers are
brokers, dealers, domestic and foreign banks, or other financial institutions that meet credit or other requirements as established by, and subject to the review of, the Trust Board, so long as the terms, the structure and the aggregate amount
of such loans are not inconsistent with the 1940 Act and the rules and regulations thereunder or interpretations of the SEC, which require that (a) the borrowers pledge and maintain with the Fund collateral consisting of cash, an irrevocable letter
of credit issued by a bank, or securities issued or guaranteed by the U.S. Government having a value at all times of not less than 102% of the value of the securities loaned (on a ark-to-marketbasis); (b) the loan be made subject to
termination b the Fund at any time; and (c) the Fund receives reasonable interest on the loan. From time to time, the Fund may return a part of the interest earned from the investment of collateral received from securities loaned to the borrower
and/or a third party that is unaffiliated with the Fund and that is acting as a finder.
Illiquid Investments
The Fund may not acquire any illiquid investment if, immediately after the acquisition, the Fund would have invested more than 15% of its net assets in
illiquid investments that are assets. Illiquid investments, which include certain securities that are purchased in private placements, are securities that the Fund reasonably expects cannot be sold or disposed of in current market conditions in
seven calendar days or less without the sale or disposition significantly changing the market value of the security. Certain securities previously deemed liquid may become illiquid over time, particularly in periods of economic distress.
If illiquid investments that are assets exceed 15% of the Funds net assets, the Fund will take steps to reduce its holdings of such illiquid investments
to or below 15% of its net assets within a reasonable period of time. Because illiquid investments may not be readily marketable, the portfolio manager may not be able to dispose of them in a timely manner. As a result, the Fund may be forced to
hold illiquid securities while their price depreciates. Depreciation in the price of illiquid securities may cause the NAV of the Fund to decline.
Industrial Development Bond
The Fund may invest in
industrial development bonds. Industrial development bonds are a financing technique through which a private party (often to develop or expand manufacturing, commercial, wholesale and/or distribution facilities) is permitted by a state or local
government to benefit from the government entitys tax-exempt status and ability to issue debt obligations at tax-exempt rates. Under this structure, the private party is the ultimate recipient of the bond proceeds, which because of the
tax-exempt nature of the income bears a lower interest rate than many alternatives. Industrial development bonds are generally issued by the government entity on a conduit basis, meaning that the government entity does not back or secure
repayment of the bonds.
Segregation of Assets
Consistent with SEC staff guidance, financial instruments that involve the Funds obligation to make future payments to third parties will not be viewed
as creating any senior security provided that the Fund covers its obligations as described below. Those financial instruments include, among others: (i) securities sold short; (ii) securities issued on a when-issued, delayed delivery, or
forward commitment basis; (iii) reverse repurchase agreements; (iv) mortgage dollar rolls; (v) futures contracts; (vi) forward currency contracts; (vii) swap agreements; (viii) written options; and (ix) unfunded
commitments.
Consistent with SEC staff guidance, the Fund will consider its obligations involving such a financial instrument as covered when
the Fund (a) maintains an offsetting financial position, or (b) segregates or earmarks liquid assets (constituting cash,
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cash equivalents, or other liquid portfolio securities) equal to the Funds exposures relating to the financial instrument, as determined on a daily basis. Janus Capital maintains compliance
policies and procedures that govern the kinds of transactions that may be deemed to be offsetting financial positions for purposes of (a) above, and the amount of liquid assets that would otherwise need to be segregated or earmarked for
purposes of (b) above (the Segregation and Collateral Procedures).
The Segregation and Collateral Procedures provide, consistent with
current SEC staff positions, that for forward currency contracts and swap agreements that require cash settlement, as well as swap agreements that call for periodic netting between the Fund and its counterparty, the required coverage amount is the
net amount due under the contract, as determined daily on a mark-to-market basis. For other kinds of futures, forward currency contracts, and swap agreements, a Fund
must segregate or earmark a larger amount of assets to cover its obligations. For example, when a Fund writes/sells credit default swaps or options, it must segregate liquid assets equal to the notional amount of the swap or option.
For purposes of calculating the amount of liquid assets that must be segregated or earmarked for a particular transaction, the Fund may deduct any initial and
variation margin deposited with the relevant broker, but in the case of securities sold short, may not deduct the amount of any short sale proceeds. When the Fund sells securities short, the proceeds of the short sale are retained by the broker, to
the extent necessary to meet margin requirements, until the position is closed out. If the lending broker requires the Fund to deposit additional collateral (in addition to the short sales proceeds that the broker holds during the period of the
short sale), which may be as much as 50% of the value of the securities sold short, the amount of the additional collateral may be deducted in determining the amount of cash or liquid assets the Fund is required to segregate to cover the short sale
obligation pursuant to the 1940 Act. The amount segregated must be unencumbered by any other obligation or claim other than the obligation that is being covered. The Fund believes that short sale obligations that are covered, either by an offsetting
asset or right (acquiring the security sold short or having an option to purchase the security sold short at an exercise price that covers the obligation), or by the Funds segregated asset procedures (or a combination thereof), are not senior
securities under the 1940 Act and are not subject to the Funds borrowing restrictions. This requirement to segregate assets places an upper limit on the Funds ability to leverage its investments and the related risk of losses from
leveraging. The Fund is also required to pay the lender of the security any dividends or interest that accrues on a borrowed security during the period of the loan. Depending on the arrangements made with the broker or custodian, the Fund may or may
not receive any payments (including interest) on collateral it has deposited with the broker.
As a general matter, liquid assets segregated or earmarked
as cover for one position may not simultaneously be counted as cover for another position. However, in the case of a straddle where the exercise price of the call option and put option are the same, or the exercise price of the call option is higher
than that of the put option, the Fund may segregate or earmark the same liquid assets for both the call and put options. In such cases, the Fund expects to segregate or earmark liquid assets equivalent to the amount, if any, by which the put option
is in the money.
In order to comply with the Segregation and Collateral Procedures, the Fund may need to sell a portfolio security or exit a
transaction, including a transaction in a financial instrument, at a disadvantageous time or price in order for the Fund to be able to segregate or earmark the required amount of assets. If segregated assets decline in value, the Funds will need to
segregate or earmark additional assets or reduce its position in the financial instruments. In addition, segregated or earmarked assets may not be available to satisfy redemptions or for other purposes, until the Funds obligations under the
financial instruments have been satisfied. The Fund may not be able to promptly liquidate an unfavorable position and potentially could be required to continue to hold a position until the delivery date, regardless of changes in its value. Because
the Funds cash that may otherwise be invested would be held uninvested or invested in other liquid assets so long as the position remains open, the Funds return could be diminished due to the opportunity losses of foregoing other
potential investments.
The Funds ability to use the financial instruments identified above may under some circumstances depend on the nature of the
instrument and amount of assets that the Segregation and Collateral Procedures require the Fund to segregate or earmark. Notwithstanding the foregoing, Janus Capital reserves the right to modify its Segregation and Collateral Procedures in the
future in its discretion, consistent with the 1940 Act and SEC or SEC staff guidance.
Regulation S Securities
The Fund may invest in the securities of U.S. issuers that are issued through private offerings without registration with the SEC pursuant to Regulation S
under the 1933 Act (Regulation S Securities). Offerings of Regulation S Securities may be conducted outside of the United States. Because Regulation S Securities are subject to legal or contractual restrictions on resale,
Regulation S Securities may be considered illiquid. If a Regulation S Security is determined to be illiquid, the Funds 15% of net
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assets limitation on investment in illiquid securities will apply. Furthermore, because Regulation S Securities are generally less liquid than registered securities, the Fund may take longer
to liquidate these positions than would be the case for publicly traded securities. Although Regulation S Securities may be resold in privately negotiated transactions, the amounts received from these sales could be less than those originally
paid by the Fund. Further, companies whose securities are not publicly traded may not be subject to the disclosure and other investor protection requirements that would be applicable if their securities were publicly traded. Accordingly,
Regulation S Securities may involve a high degree of business and financial risk and may result in substantial losses.
Financial Services Sector
Risk
To the extent the Fund invests a significant portion of its assets in the financial services sector, the Fund will have more exposure to the
risks inherent to the financial services sector. Financial services companies may be adversely affected by changes in regulatory framework or interest rates that may negatively affect financial services businesses; exposure of a financial
institution to a nondiversified or concentrated loan portfolio; exposure to financial leverage and/or investments or agreements that, under certain circumstances, may lead to losses; and the risk that a market shock or other unexpected market,
economic, political, regulatory, or other event might lead to a sudden decline in the values of most or all financial services companies.
Natural
Disasters and Extreme Weather Conditions
Certain areas of the world have historically been prone to and economically sensitive to environmental events
such as, but not limited to, hurricanes, earthquakes, typhoons, flooding, tidal waves, tsunamis, erupting volcanoes, wildfires or droughts, tornadoes, mudslides, or other weather-related phenomena. Such disasters, and the resulting physical or
economic damage, could have a severe and negative impact on the Funds investment portfolio and, in the longer term, could impair the ability of issuers in which the Fund invests to conduct their businesses as they would under normal
conditions. Adverse weather conditions may also have a particularly significant negative effect on issuers in the agricultural sector and on insurance companies that insure against the impact of natural disasters.
Cyber Security Risk
With the increased use of the
Internet to conduct business, the Fund is susceptible to operational and information security risks. In general, cyber incidents can result from deliberate attacks or unintentional events. Cyber-attacks include, but are not limited to, infection by
computer viruses or other malicious software code, gaining unauthorized access to systems, networks, or devices that are used to service the Funds operations through hacking or other means for the purpose of misappropriating assets
or sensitive information, corrupting data, or causing operational disruption. Cyber-attacks may also be carried out in a manner that does not require gaining unauthorized access, such as causing denial-of-service attacks on the Funds websites. In addition, authorized persons could inadvertently or intentionally release confidential or proprietary information stored on the Funds systems.
Cyber security failures or breaches by the Funds third party service providers (including, but not limited to, Janus Capital, custodians, transfer
agents, and financial intermediaries) or the subadvisers (if applicable) may cause disruptions and impact the service providers and the Funds business operations, potentially resulting in financial losses, the inability of fund
shareholders to transact business and the Fund to process transactions, inability to calculate the Funds net asset value, violations of applicable privacy and other laws, regulatory fines, penalties, reputational damage, reimbursement or other
compensation costs, and/or additional compliance costs. The Fund may incur incremental costs to prevent cyber incidents in the future. The Fund and its shareholders could be negatively impacted as a result. While Janus Capital has established
business continuity plans and risk management systems designed to prevent or reduce the impact of such cyber-attacks, there are inherent limitations in such plans and systems due in part to the ever-changing nature of technology and cyber-attack
tactics. As such, there is a possibility that certain risks have not been adequately identified or prepared for. Furthermore, the Fund cannot directly control any cyber security plans and systems put in place by third party service providers. Cyber
security risks are also present for issuers of securities in which the Fund invests, which could result in material adverse consequences for such issuers, and may cause the Funds investment in such securities to lose value.
Performance Indexed Paper. The Fund may invest in performance indexed paper, which is U.S. dollar-denominated commercial paper the yield
of which is linked to certain foreign exchange rate movements. The yield to the investor on performance indexed paper is established at maturity as a function of spot exchange rates between the U.S. dollar and a designated currency as of or
about that time (generally, the index maturity two days prior to maturity). The yield to the investor will be within a range stipulated at the time of purchase of the obligation, generally with a guaranteed minimum rate of return
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that is below, and a potential maximum rate of return that is above, market yields on U.S. dollar-denominated commercial paper, with both the minimum and maximum rates of return on the
investment corresponding to the minimum and maximum values of the spot exchange rate two business days prior to maturity.
Zero Coupon, Step Coupon,
and Pay-In-Kind Securities
The Fund may invest in zero coupon, step
coupon, and pay-in-kind securities. Zero coupon bonds are issued and traded at a discount from their face value. They do not entitle the holder to any periodic payment
of interest prior to maturity. Step coupon bonds are high-quality issues with above-market interest rates and a coupon that increases over the life of the bond. They may pay monthly, semiannual, or annual interest payments. On the date of each
coupon payment, the issuer decides whether to call the bond at par or whether to extend it until the next payment date at the new coupon rate. Pay-in-kind bonds normally
give the issuer an option to pay cash at a coupon payment date or give the holder of the security a similar bond with the same coupon rate and a face value equal to the amount of the coupon payment that would have been made. For purposes of the
Funds restriction on investing in income-producing securities, income-producing securities include securities that make periodic interest payments as well as those that make interest payments on a deferred basis or pay interest only at
maturity (e.g., Treasury bills or zero coupon bonds).
For federal income tax purposes, holders of zero coupon securities and step coupon securities are
required to recognize income even though the holders receive no cash payments of interest during the year. Similarly, holders of payment-in-kind securities must include
in their gross income the value of securities they receive as interest. In order to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (the Internal Revenue
Code), and the regulations thereunder, the Fund must distribute its investment company taxable income, including the original issue discount accrued on zero coupon or step coupon bonds and non-cash
income from payment-in-kind securities. Because the Fund will not receive cash payments on a current basis with respect to accrued original-issue discount on zero coupon
bonds or step coupon bonds during the period before interest payments begin or may receive non-cash interest payments, in some years the Fund may have to distribute cash obtained from other sources in order to
satisfy the distribution requirements under the Internal Revenue Code. The Fund may obtain such cash from selling other portfolio holdings, which may cause the Fund to incur capital gains or losses on the sale. Additionally, these actions are likely
to reduce the amount of cash available for investment by the Fund, to reduce the assets to which Fund expenses could be allocated, and to reduce the rate of return for the Fund. In some circumstances, such sales might be necessary in order to
satisfy cash distribution requirements even though investment considerations might otherwise make it undesirable for the Fund to sell the securities at the time.
Generally, the market prices of zero coupon, step coupon, and pay-in-kind
securities are more volatile than the prices of securities that pay interest periodically and in cash and are likely to respond to changes in interest rates to a greater degree than other types of debt securities having similar maturities and credit
quality. Additionally, such securities may be subject to heightened credit and valuation risk.
Pass-Through Securities
The Fund may invest in various types of pass-through securities, such as commercial and residential mortgage-backed securities, asset-backed securities,
credit-linked trust certificates, traded custody receipts, and participation interests. A pass-through security is a share or certificate of interest in a pool of debt obligations that have been repackaged by an intermediary, such as a bank or
broker-dealer. The purchaser of a pass-through security receives an undivided interest in the underlying pool of securities. The issuers of the underlying securities make interest and principal payments to the intermediary, which are passed through
to purchasers, such as the Fund. Under normal circumstances, the Fund may invest up to 20% of its net assets in non-agency mortgage-backed securities, asset-backed securities and other pass through securities,
including collateralized loan obligations, collateralized mortgage obligations, stripped mortgage-backed securities, and adjustable-rate mortgage-backed securities. The Fund may invest without limit in agency mortgage-related securities and other
agency-related pass through securities.
Agency Mortgage-Related Securities. The most common type of pass-through securities is
mortgage-backed securities. Government National Mortgage Association (Ginnie Mae) Certificates are mortgage-backed securities that evidence an undivided interest in a pool of mortgage loans. Ginnie Mae Certificates differ from bonds in
that principal is paid back monthly by the borrowers over the term of the loan rather than returned in a lump sum at maturity. The Fund will generally purchase modified pass-through Ginnie Mae Certificates, which entitle the holder to
receive a share of all interest and principal payments paid and owned on the mortgage pool, net of fees paid to the issuer and Ginnie Mae, regardless of whether or not
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the mortgagor actually makes the payment. Ginnie Mae Certificates are backed as to the timely payment of principal and interest by the full faith and credit of the U.S. Government.
The Federal Home Loan Mortgage Corporation (Freddie Mac) issues two types of mortgage pass-through securities: mortgage participation certificates
(PCs) and guaranteed mortgage certificates (GMCs). PCs resemble Ginnie Mae Certificates in that each PC represents a pro rata share of all interest and principal payments made and owned on the underlying pool. Freddie Mac
guarantees timely payments of interest on PCs and the full return of principal. GMCs also represent a pro rata interest in a pool of mortgages. However, these instruments pay interest semiannually and return principal once a year in guaranteed
minimum payments. This type of security is guaranteed by Freddie Mac as to timely payment of principal and interest, but it is not guaranteed by the full faith and credit of the U.S. Government.
The Federal National Mortgage Association (Fannie Mae) issues guaranteed mortgage pass-through certificates (Fannie Mae Certificates).
Fannie Mae Certificates resemble Ginnie Mae Certificates in that each Fannie Mae Certificate represents a pro rata share of all interest and principal payments made and owned on the underlying pool. This type of security is guaranteed by Fannie Mae
as to timely payment of principal and interest, but it is not guaranteed by the full faith and credit of the U.S. Government.
In September 2008, the
Federal Housing Finance Agency (FHFA), an agency of the U.S. Government, placed Fannie Mae and Freddie Mac under conservatorship. Under the conservatorship, the management of Fannie Mae and Freddie Mac was replaced. Since 2008, Fannie
Mae and Freddie Mac have received capital support through U.S. Treasury preferred stock purchases and Treasury and Federal Reserve purchases of their mortgage-backed securities. The FHFA and the U.S. Treasury have imposed strict limits on the size
of these entities mortgage portfolios. The FHFA has the power to cancel any contract entered into by Fannie Mae and Freddie Mac prior to FHFAs appointment as conservator or receiver, including the guarantee obligations of Fannie Mae and
Freddie Mac. As of the date of this SAI, Fannie Mae and Freddie Mac remain under conservatorship.
In addition, the future for Fannie Mae and Freddie Mac
is uncertain as the U.S. Government is considering multiple options, ranging on a spectrum from significant reform, nationalization, privatization, consolidation, to outright elimination of these entities. Congress is considering several pieces of
legislation that would reform Fannie Mae and Freddie Mac, proposing to address their structure, mission, portfolio limits, and guarantee fees, among other issues. Fannie Mae and Freddie Mac also are the subject of several continuing legal actions
and investigations over certain accounting, disclosure, and corporate governance matters, which (along with any resulting financial restatements) may continue to have an adverse effect on these guaranteeing entities.
Except for GMCs, each of the mortgage-backed securities described above is characterized by monthly payments to the holder, reflecting the monthly payments
made by the borrowers who received the underlying mortgage loans. The payments to the security holders (such as the Fund), like the payments on the underlying loans, represent both principal and interest. Although the underlying mortgage loans are
for specified periods of time, such as 20 or 30 years, the borrowers can, and typically do, pay them off sooner. Thus, the security holders frequently receive prepayments of principal in addition to the principal that is part of the regular monthly
payments. The portfolio manager will consider estimated prepayment rates in calculating the average-weighted maturity of the Fund, if relevant. A borrower is more likely to prepay a mortgage that bears a relatively high rate of interest. This means
that in times of declining interest rates, higher yielding mortgage-backed securities held by the Fund might be converted to cash, and the Fund will be forced to accept lower interest rates when that cash is used to purchase additional securities in
the mortgage-backed securities sector or in other investment sectors. Additionally, prepayments during such periods will limit the Funds ability to participate in as large a market gain as may be experienced with a comparable security not
subject to prepayment.
The Funds investments in mortgage-backed securities may be backed by subprime mortgages. Subprime mortgages are loans made to
borrowers with weakened credit histories or with a lower capacity to make timely payments on their mortgages. Investments in mortgage-backed securities comprised of subprime mortgages may be subject to a higher degree of credit risk, valuation risk,
and liquidity risk.
Asset-Backed Securities. Asset-backed securities represent interests in pools of consumer loans and are backed by
paper or accounts receivables originated by banks, credit card companies, or other providers of credit. Asset-backed securities are created from many types of assets such as auto loans, accounts receivable such as credit card receivables and
hospital account receivables, home equity loans, student loans, boat loans, mobile home loans, recreational vehicle loans, manufactured housing
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loans, aircraft leases, computer leases, and syndicated bank loans. Generally, the originating bank or credit provider is neither the obligor nor the guarantor of the security, and interest and
principal payments ultimately depend upon payment of the underlying loans by individuals. Tax-exempt asset-backed securities include units of beneficial interests in pools of purchase contracts, financing
leases, and sales agreements that may be created when a municipality enters into an installment purchase contract or lease with a vendor. Such securities may be secured by the assets purchased or leased by the municipality; however, if the
municipality stops making payments, there generally will be no recourse against the vendor. The market for tax-exempt, asset-backed securities is still relatively new. These obligations are likely to involve
unscheduled prepayments of principal.
Commercial Mortgage-Backed Securities. The Fund may invest in commercial mortgage-backed
securities. Commercial mortgage-backed securities include securities that reflect an interest in, and are secured by, mortgage loans on commercial real property. Many of the risks of investing in commercial mortgage-backed securities reflect the
risks of investing in the real estate securing the underlying mortgage loans. These risks reflect the effects of local and other economic conditions on real estate markets, the ability of tenants to make loan payments, and the ability of a property
to attract and retain tenants. Commercial mortgage-backed securities may be less liquid and exhibit greater price volatility than other types of mortgage- or asset-backed securities.
Other Mortgage-Related Securities. Other mortgage-related securities in which the Fund may invest include securities other than those
described above that directly or indirectly represent a participation in, or are secured by and payable from, mortgage loans on real property, including equity or debt securities issued by agencies or instrumentalities of the U.S. Government. In
addition, the Fund may invest in any combination of mortgage-related interest-only or principal-only debt.
Mortgage-related securities include, among
other things, securities that reflect an interest in reverse mortgages. In a reverse mortgage, a lender makes a loan to a homeowner based on the homeowners equity in his or her home. While a homeowner must be age 62 or older to qualify for a
reverse mortgage, reverse mortgages may have no income restrictions. Repayment of the interest or principal for the loan is generally not required until the homeowner dies, sells the home, or ceases to use the home as his or her primary residence.
There are three general types of reverse mortgages: (1) single-purpose reverse mortgages, which are offered by certain state and local government
agencies and nonprofit organizations; (2) federally-insured reverse mortgages, which are backed by the U.S. Department of Housing and Urban Development; and (3) proprietary reverse mortgages, which are privately offered loans. A
mortgage-related security may be backed by a single type of reverse mortgage. Reverse mortgage-related securities include agency and privately issued mortgage-related securities. The principal government guarantor of reverse mortgage-related
securities is Ginnie Mae.
Reverse mortgage-related securities may be subject to risks different than other types of mortgage-related securities due to the
unique nature of the underlying loans. The date of repayment for such loans is uncertain and may occur sooner or later than anticipated. The timing of payments for the corresponding mortgage-related security may be uncertain. Because reverse
mortgages are offered only to persons 62 and older and there may be no income restrictions, the loans may react differently than traditional home loans to market events.
Stripped Mortgage-Backed Securities. The Fund may invest in stripped mortgage-backed securities (SMBS), which are derivative
multi-class mortgage securities and issued by agencies or instrumentalities of the U.S. Government.
SMBS are usually structured with two classes that
receive different proportions of the interest and principal distributions on a pool of mortgage assets. A common type of SMBS will have one class receiving some of the interest and most of the principal from the mortgage assets, while the other
class will receive most of the interest and the remainder of the principal. In the most extreme case, one class will receive all of the interest (the IO class), while the other class will receive all of the principal (the principal-only
or PO class). The yield to maturity on an IO class is extremely sensitive to the rate of principal payments (including pre-payments) on the related underlying mortgage assets, and a rapid rate of
principal payments may have a material adverse effect on the Funds yield to maturity from these securities. If the underlying mortgage assets experience greater than anticipated pre-payments of
principal, the Fund may fail to recoup some or all of its initial investment in these securities even if the security is in one of the highest rating categories.
Adjustable Rate Mortgage-Backed Securities. The Fund may invest in adjustable rate mortgage-backed securities (ARMBS), which have
interest rates that reset at periodic intervals. Such ARMBS generally have higher current yield and lower price fluctuations than is the case with more traditional fixed-income debt securities of comparable rating and maturity. In addition,
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when prepayments of principal are made on the underlying mortgages during periods of rising interest rates, the Fund can reinvest the proceeds of such prepayments at rates higher than those at
which they were previously invested. Mortgages underlying most ARMBS, however, have limits on the allowable annual or lifetime increases that can be made in the interest rate that the mortgagor pays. Therefore, if current interest rates rise above
such limits over the period of the limitation, the Fund, when holding an ARMBS, does not benefit from further increases in interest rates. Moreover, when interest rates are in excess of coupon rates (i.e., the rates being paid by mortgagors)
of the mortgages, ARMBS behave more like fixed-income securities and less like adjustable rate securities and are subject to the risks associated with fixed-income securities. In addition, during periods of rising interest rates, increases in the
coupon rate of adjustable rate mortgages generally lag current market interest rates slightly, thereby creating the potential for capital depreciation on such securities.
Other Types of Pass-Through Securities. The Fund also may invest in other types of pass-through securities, such as credit-linked trust certificates, traded custody receipts, and participation interests. Holders of the interests are entitled to receive distributions of interest, principal, and other payments on each of the
underlying debt securities (less expenses), and in some cases distributions of the underlying debt securities. The underlying debt securities have a specified maturity but are subject to prepayment risk because if an issuer prepays the principal,
the Fund may have additional cash to invest at a time when prevailing interest rates have declined and reinvestment of such additional funds is made at a lower rate. The value of the underlying debt securities may change due to changes in market
interest rates. If interest rates rise, the value of the underlying debt securities, and therefore the value of the pass-through security, may decline. If the underlying debt securities are high-yield securities, the risks associated with
high-yield/high-risk securities discussed in this SAI and in the Funds Prospectus may apply.
Investment Company Securities
The Fund may invest in securities of other investment companies, subject to the provisions of the 1940 Act and any applicable SEC exemptive orders.
Section 12(d)(1) of the 1940 Act prohibits the Fund from acquiring: (i) more than 3% of another investment companys voting stock; (ii) securities of another investment company with a value in excess of 5% of the Funds
total assets; or (iii) securities of such other investment company and all other investment companies owned by the Fund having a value in excess of 10% of the Funds total assets (the Section 12(d)(1) Limits). In addition,
Section 12(d)(1) prohibits another investment company from selling its shares to the Fund if, after the sale: (i) the Fund owns more than 3% of the other investment companys voting stock or (ii) the Fund and other investment
companies, and companies controlled by them, own more than 10% of the voting stock of such other investment company. The Fund may invest its cash holdings in affiliated or non-affiliated money market funds as
part of a cash sweep program. The Fund may purchase unlimited shares of affiliated or non-affiliated money market funds and of other funds managed by Janus Capital, whether registered or unregistered entities,
as permitted by the 1940 Act and rules promulgated thereunder and/or an SEC exemptive order. To the extent the Fund invests in money market funds or other funds, the Fund will be subject to the same risks that investors experience when investing in
such other funds. These risks may include the impact of significant fluctuations in assets as a result of the cash sweep program or purchase and redemption activity by affiliated or non-affiliated shareholders
in such other funds. Additionally, to the extent that Janus Capital serves as the investment adviser to underlying funds or investment vehicles in which the Fund may invest, Janus Capital may have conflicting interests in fulfilling its fiduciary
duties to both the Fund and the underlying funds or investment vehicles.
Investment companies may include index-based investments such as exchange-traded
funds (ETFs), which hold substantially all of their assets in investments representing specific indices. The main risk of investing in index-based investments is the same as investing in a portfolio of investments comprising the index.
Index-based investments may not replicate exactly the performance of their specific index because of transaction costs and because of the temporary unavailability of certain component securities of the index.
Some ETFs have obtained exemptive orders permitting other investment companies, such as the Fund, to acquire their securities in excess of the limits of
Section 12(d)(1) the 1940 Act. The Fund may rely on this relief to invest in these ETFs in excess of the Section 12(d)(1) Limits. In addition, the Fund may invest in other investment companies in excess of the Section 12(d)(1) Limits
in accordance with the provisions of Sections 12(d)(1)(F) or (G) of the 1940 Act, which provide certain exemptions from the Section 12(d)(1) Limits.
The Fund has obtained exemptive relief from the SEC permitting the Fund to sell, and other investment companies to acquire, shares in the Fund in excess of the
limits imposed by Section 12(d)(1) of the 1940 Act. This exemptive relief is conditioned, among other things, on the Fund refraining from acquiring securities of an investment company, or certain private investment pools, in excess of the
Section 12(d)(1) Limits. Consequently, if the Fund sells its shares to other investment companies in
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accordance with its exemptive relief, it will refrain from purchasing shares of ETFs, other registered investment companies, or private investment pools in excess of the limits imposed by
Section 12(d)(1). Notwithstanding this limitation, the Fund may still invest in other investment companies in excess of the Section 12(d)(1) Limits in order to engage in certain short-term cash management activities or to invest in a
master fund pursuant to the Funds non-fundamental investment policy that permits the Fund to invest all of its assets in the securities of a single open-end
management investment company with substantially the same fundamental investment objectives, policies, and limitations as the Fund.
Exchange-Traded Funds Risk
The Fund may invest in
ETFs to gain exposure to a particular portion of the market, to assist with cash management and/or to manage duration. ETFs are typically open-end investment companies, which may seek to track the performance
of a specific index or be actively managed. ETFs are traded on a national securities exchange at market prices that may vary from the net asset value of their underlying investments. Accordingly, there may be times when an ETF trades at a premium or
discount. When the Fund invests in an ETF, in addition to directly bearing the expenses associated with its own operations, it will bear a pro rata portion of the ETFs expenses. The Fund is also subject to the risks associated with the
securities in which the ETF invests.
Exchange-Traded Notes
The Fund may invest in exchange-traded notes (ETNs), which are senior, unsecured, unsubordinated debt securities whose returns are linked to a
particular index and provide exposure to the total returns of various market indices, including indices linked to stocks, bonds, commodities, and currencies. This type of debt security differs from other types of bonds and notes. ETN returns are
based upon the performance of a market index minus applicable fees; no period coupon payments are distributed and no principal protections exist. ETNs do not pay cash distributions. Instead, the value of dividends, interest, and investment gains are
captured in the Funds total return. The Fund may invest in these securities when desiring exposure to debt securities or commodities. When evaluating ETNs for investment, Janus Capital will consider the potential risks involved, expected tax
efficiency, rate of return, and credit risk. As senior debt securities, ETNs rank above the issuing companys other securities in the event of a bankruptcy or liquidation, which means the Fund would be in line to receive repayment of its
investment before certain of the companys other creditors. When the Fund invests in ETNs, it will bear its proportionate share of any fees and expenses borne by the ETN. There may be restrictions on the Funds right to redeem its
investment in an ETN, which are meant to be held until maturity. The Funds decision to sell its ETN holdings may be limited by the availability of a secondary market.
U.S. Government Securities
To the extent permitted by
its investment objective and policies, the Fund may invest in U.S. Government securities. The 1940 Act defines U.S. Government securities to include securities issued or guaranteed by the U.S. Government, its agencies, and its instrumentalities.
U.S. Government securities may also include repurchase agreements collateralized by and municipal securities escrowed with or refunded with U.S. Government securities. U.S. Government securities in which the Fund may invest include U.S. Treasury
securities, including Treasury Inflation-Protected Securities (TIPS), U.S. Treasury inflation-indexed bonds or inflation-indexed bonds issued by the U.S. government, Treasury bills, notes, and bonds, and obligations issued or guaranteed
by U.S. Government agencies and instrumentalities that are backed by the full faith and credit of the U.S. Government, such as those issued or guaranteed by the Small Business Administration, Maritime Administration, Export-Import Bank of the United
States, Farmers Home Administration, Federal Housing Administration, and Ginnie Mae. In addition, U.S. Government securities in which the Fund may invest include securities backed only by the rights of the issuers to borrow from the U.S. Treasury,
such as those issued by the members of the Federal Farm Credit System, Federal Intermediate Credit Banks, Tennessee Valley Authority, and Freddie Mac. Securities issued by Fannie Mae, the Federal Home Loan Banks, and the Student Loan Marketing
Association (Sallie Mae) are supported by the discretionary authority of the U.S. Government to purchase the obligations. There is no guarantee that the U.S. Government will support securities not backed by its full faith and credit.
Accordingly, although these securities have historically involved little risk of loss of principal if held to maturity, they may involve more risk than securities backed by the full faith and credit of the U.S. Government because the Fund must look
principally to the agency or instrumentality issuing or guaranteeing the securities for repayment and may not be able to assert a claim against the United States if the agency or instrumentality does not meet its commitment.
Because of the rising U.S. Government debt burden, it is possible that the U.S. Government may not be able to meet its financial obligations or that securities
issued or backed by the U.S. Government may experience credit downgrades. Such a credit event may adversely affect the financial markets.
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Inflation-Linked Securities
The Fund may invest in inflation-indexed bonds, including municipal inflation-indexed bonds, inflation-indexed bonds issued by foreign governments, and
corporate inflation-indexed bonds, or in derivatives that are linked to these securities. Inflation-linked bonds are fixed-income securities that have a principal value that is periodically adjusted according
to the rate of inflation. If an index measuring inflation falls, the principal value of inflation-indexed bonds will typically be adjusted downward, and consequently the interest payable on these securities (calculated with respect to a smaller
principal amount) will be reduced. Because of their inflation adjustment feature, inflation-linked bonds typically have lower yields than conventional fixed-rate bonds. In addition, inflation-linked bonds also normally decline in price when real
interest rates rise. In the event of deflation, when prices decline over time, the principal and income of inflation-linked bonds would likely decline, resulting in losses to the Fund.
In the case of Treasury Inflation-Protected Securities, also known as TIPS, repayment of original bond principal upon maturity (as adjusted for inflation) is
guaranteed by the U.S. Treasury. For inflation-linked bonds that do not provide a similar guarantee, the adjusted principal value of the inflation-linked bond repaid at maturity may be less than the original principal.
Inflation-linked bonds may also be issued by, or related to, sovereign governments of other developed countries, emerging market countries, or companies or other entities not affiliated with governments.
Municipal Obligations
The Fund may invest in municipal
obligations issued by states, territories, and possessions of the United States and the District of Columbia. The municipal obligations which the Fund may purchase include general obligation bonds and limited obligation bonds (or revenue bonds) and
private activity bonds. In addition, the Fund may invest in securities issued by entities whose underlying assets are municipal bonds. General obligation bonds are obligations involving the credit of an issuer possessing taxing power and are payable
from such issuers general revenues and not from any particular source. Limited obligation bonds are payable only from the revenues derived from a particular facility or class of facilities or, in some cases, from the proceeds of a special
excise or other specific revenue source. Tax-exempt private activity bonds generally are also revenue bonds and thus are not payable from the issuers general revenues.
The value of municipal obligations can be affected by changes in their actual or perceived credit quality. The credit quality of municipal obligations can be
affected by, among other things, the financial condition of the issuer or guarantor, the issuers current financial obligations, the issuers future borrowing plans and sources of revenue, the economic feasibility of the revenue bond
project or general borrowing purpose, political or economic developments in the region where the security is issued, and the liquidity of the security. Because municipal securities are generally traded over-the-counter, the liquidity of a particular issue often depends on the willingness of dealers to make a market in the security. The liquidity of some municipal obligations may be enhanced by demand
features, which would enable the Fund to demand payment on short notice from the issuer or a financial intermediary.
The Fund may invest in
longer-term municipal obligations that give the investor the right to put or sell the security at par (face value) within a specified number of days following the investors request usually one to seven days. This demand
feature enhances a securitys liquidity by shortening its effective maturity and enables it to trade at a price equal to or very close to par. If a demand feature terminates prior to being exercised, the Fund would hold the longer-term
security, which could experience substantially more volatility.
Pre-Refunded Municipal
Bonds. The Fund may invest in pre-refunded municipal bonds. Pre-refunded municipal bonds are tax-exempt bonds that
have been refunded to a call date prior to the final maturity of principal, or, in the case of pre-refunded municipal bonds commonly referred to as escrowed-to-maturity bonds, to the final maturity of principal, and remain outstanding in the municipal market. The payment of principal and interest of the
pre-refunded municipal bonds held by the Fund is funded from securities in a designated escrow account that holds U.S. Treasury securities or other obligations of the U.S. Government (including its agencies
and instrumentalities). As the payment of principal and interest is generated from securities held in an escrow account established by the municipality and an independent escrow agent, the pledge of the municipality has been fulfilled and the
original pledge of revenue by the municipality is no longer in place. The escrow account securities pledged to pay the principal and interest of the pre-refunded municipal bond do not guarantee the price
movement of the bond before maturity. Issuers of municipal bonds refund in advance of maturity the outstanding higher cost debt and issue new, lower cost debt, placing the proceeds of the lower cost issuance into an escrow account to pre-refund the older, higher cost debt. Investments in pre-refunded municipal bonds held by the Fund may subject the Fund to interest rate risk, market risk and
14
credit risk. In addition, while a secondary market exists for pre-refunded municipal bonds, if the Fund sells
pre-refunded municipal bonds prior to maturity, the price received may be more or less than the original cost, depending on market conditions at the time of sale. The 2017 legislation commonly known as the
Tax Cuts and Job Act repealed the exclusion from gross income for interest paid on pre-refunded municipal securities effective for such bonds issued after December 31, 2017.
Municipal Lease Obligations. The Fund may invest in municipal lease obligations. Municipal leases are instruments, or participations in
instruments, issued in connection with lease obligations or installment purchase contract obligations of municipalities. Although municipal lease obligations do not constitute general obligations of the issuing municipality, a lease obligation may
be backed by the municipalitys covenant to budget for, appropriate funds for and make the payments due under the lease obligation. However, certain municipal lease obligations contain
non-appropriation clauses, which provide that the municipality has no obligation to make lease or installment purchase payments in future years unless money is appropriated for such purpose in the
relevant years. In deciding whether to purchase a lease obligation, the Fund will assess the financial condition of the borrower, the merits of the project, the level of public support for the project, and the legislative history of lease financing
in the state. Municipal lease obligations may be less readily marketable than other municipal securities.
Projects financed with certificates of
participation generally are not subject to state constitutional debt limitations or other statutory requirements that may apply to other municipal securities. Payments by the public entity on the obligation underlying the certificates are derived
from available revenue sources. That revenue might be diverted to the funding of other municipal service projects. Payments of interest and/or principal with respect to the certificates are not guaranteed and do not constitute an obligation of a
state or any of its political subdivisions.
The Fund may purchase unrated municipal lease obligations if determined by Janus Capital to be of comparable
quality to rated securities in which the Fund is permitted to invest. The Fund may also acquire illiquid municipal lease obligations, subject to the Funds investment restrictions with respect to illiquid securities generally.
Municipal Warrants. The Fund may invest in municipal warrants, which are essentially call options on municipal obligations. In exchange for a
premium, municipal warrants give the purchaser the right, but not the obligation, to purchase a municipal obligation in the future. The Fund may purchase a warrant to lock in forward supply in an environment where the current issuance of bonds is
sharply reduced.
Municipal Obligations with Credit Enhancements. The Fund may invest in municipal obligations with credit enhancements
such as letters of credit, municipal bond insurance and Standby Bond Purchase Agreements (SBPAs). Letters of credit are issued by a third party, usually a bank, to enhance liquidity and ensure repayment of principal and any accrued
interest if the underlying municipal obligation should default. Municipal bond insurance, which is usually purchased by the bond issuer from a private, nongovernmental insurance company, provides an unconditional and irrevocable guarantee that the
insured bonds principal and interest will be paid when due. Insurance does not guarantee the price of the bond or the share price of any fund. The credit rating of an insured bond reflects the credit rating of the insurer, based on its
claims-paying ability. The obligation of a municipal bond insurance company to pay a claim extends over the life of each insured bond. Although defaults on insured municipal obligations have been low to date and municipal bond insurers have met
their claims, there is no assurance this will continue. A higher-than-expected default rate could strain the insurers loss reserves and adversely affect its ability to pay claims to bondholders. A significant portion of insured municipal
obligations that have been issued and are outstanding are insured by a small number of insurance companies, so an event involving one or more of these insurance companies, such as a credit rating downgrade, could have a significant adverse effect on
the value of the municipal obligation insured by that insurance company and on the municipal obligation markets as a whole. Downgrades of certain insurance companies have negatively impacted the price of certain insured municipal obligations. Given
the large number of potential claims against the insurers of municipal obligations, there is a risk that they will not be able to meet all future claims. An SBPA is a liquidity facility provided to pay the purchase price of bonds that cannot be re-marketed. The obligation of the liquidity provider (usually a bank) is only to advance funds to purchase tendered bonds that cannot be remarketed and does not cover principal or interest under any other
circumstances. The liquidity providers obligations under the SBPA are usually subject to numerous conditions, including the continued creditworthiness of the underlying borrower.
Residual Interest Bonds. The Fund may invest in Residual Interest Bonds (RIBs), which brokers create by depositing a municipal
obligation in a trust. The trust in turn issues a variable rate security and RIBs. The interest rate for the variable rate security is determined by the remarketing broker-dealer, while the RIB holder receives the balance of the income from the
underlying municipal obligation. Therefore, rising short-term interest rates result in lower income for the RIB, and vice versa. An
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investment in a RIB typically will involve greater risk than an investment in a fixed rate bond. RIBs have interest rates that bear an inverse relationship to the interest rate on another
security or the value of an index. Because increases in the interest rate on the other security or index reduce the residual interest paid on a RIB, the value of a RIB is generally more volatile than that of a fixed rate bond. RIBs have interest
rate adjustment formulas that generally reduce or, in the extreme, eliminate the interest paid to the Fund when short-term interest rates rise, and increase the interest paid to the Fund when short-term interest rates fall. RIBs have varying degrees
of liquidity that approximate the liquidity of the underlying bond(s), and the market price for these securities is volatile. Accordingly, RIBs can be very volatile and may be less liquid than other municipal obligations of comparable maturity.
These securities will generally underperform the market of fixed rate bonds in a rising interest rate environment, but tend to outperform the market of fixed rate bonds when interest rates decline or remain relatively stable. Although volatile, RIBs
typically offer the potential for yields exceeding the yields available on fixed rate bonds with comparable credit quality, coupon, call provisions and maturity.
Custodial Receipts. The Fund may purchase custodial receipts representing the right to receive either the principal amount or the periodic
interest payments or both with respect to specific underlying municipal obligations. In a typical custodial receipt arrangement, an issuer or third party owner of municipal obligations deposits the bonds with a custodian in exchange for two classes
of custodial receipts. The two classes have different characteristics, but, in each case, payments on the two classes are based on payments received on the underlying municipal obligations. In no event will the aggregate interest paid with respect
to the two classes exceed the interest paid by the underlying municipal obligation. Custodial receipts are sold in private placements. The value of a custodial receipt may fluctuate more than the value of a municipal obligation of comparable quality
and maturity.
Build America Bonds. The Fund may invest in Build America Bonds. The American Recovery and Reinvestment Act of 2009
created Build America Bonds, which allowed state and local governments to issue taxable bonds to finance any capital expenditures for which they otherwise could issue tax-exempt governmental bonds. State and
local governments received a federal subsidy payment for a portion of their borrowing costs on these bonds equal to 35% of the total coupon interest paid to investors. The municipality could elect to either take the federal subsidy or it can pass a
35% tax credit along to bondholders. Investments in these bonds will result in taxable interest income and the Fund may elect to pass through to shareholders any corresponding tax credits. The tax credits can generally be used to offset federal
income taxes and the alternative minimum tax, but those tax credits are generally not refundable.
Other Income-Producing Securities
Other types of income-producing securities that the Fund may purchase may include the following types of securities:
When-Issued, Delayed Delivery and Forward Commitment Transactions. The Fund typically will enter into to be announced commitments
to purchase mortgage-backed securities and may purchase or sell other securities on a when-issued, delayed delivery, or forward commitment basis.
When
purchasing a security on a when-issued, delayed delivery, or forward commitment basis, the Fund assumes the rights and risks of ownership of the security, including the risk of price and yield fluctuations, and takes such fluctuations into account
when determining its net asset value. Because the Fund is not required to pay for the security until the delivery date, these risks are in addition to the risks associated with the Funds other investments. If the other party to a transaction
fails to deliver the securities, the Fund could miss a favorable price or yield opportunity. If the Fund remains substantially fully invested at a time when when-issued, delayed delivery, or forward commitment purchases are outstanding, the
purchases may result in a form of leverage.
When the Fund has sold a security on a when-issued, delayed delivery, or forward commitment basis, the Fund
does not participate in future gains or losses with respect to the security. If the other party to a transaction fails to pay for the securities, the Fund could suffer a loss. Additionally, when selling a security on a when-issued, delayed delivery,
or forward commitment basis without owning the security, the Fund will incur a loss if the securitys price appreciates in value such that the securitys price is above the agreed upon price on the settlement date.
The Fund may dispose of or renegotiate a transaction after it is entered into, and may purchase or sell when-issued, delayed delivery or forward commitment
securities before the settlement date, which may result in a gain or loss.
To facilitate TBA commitments, the Fund is required to segregate or otherwise
earmark liquid assets marked to market daily in an amount at least equal to such TBA commitments. Rules of the Financial Industry Regulatory Authority (FINRA) which are
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expected to be effective in March 2021, include mandatory margin requirements for TBA commitments which, in some circumstances, will require the Fund to also post collateral. These collateral
requirements may increase costs associated with the Funds participation in the TBA market.
Standby commitments. Standby
commitments are the rights to sell a specified underlying security or securities within a specified period of time and at an exercise price equal to the amortized cost of the underlying security or securities plus accrued interest, if any, at the
time of exercise, that may be sold, transferred, or assigned only with the underlying security or securities. A standby commitment entitles the holder to receive same day settlement and will be considered to be from the party to whom the investment
company will look for payment of the exercise price.
Strip bonds. Strip bonds are debt securities that are stripped of their interest
(usually by a financial intermediary) after the securities are issued. The market value of these securities generally fluctuates more in response to changes in interest rates than interest-paying securities of comparable maturity.
Tender option bonds. Tender option bonds are relatively long-term bonds that are coupled with the option to tender the securities to a bank,
broker-dealer, or other financial institution at periodic intervals and receive the face value of the bonds. This investment structure is commonly used as a means of enhancing a securitys liquidity.
The Fund will purchase standby commitments, tender option bonds, and instruments with demand features primarily for the purpose of increasing the liquidity of
its portfolio holdings.
Variable and floating rate obligations. These types of securities have variable or floating rates of interest
and, under certain limited circumstances, may have varying principal amounts. Variable and floating rate securities pay interest at rates that are adjusted periodically according to a specified formula, usually with reference to some interest rate
index or market interest rate (the underlying index). The floating rate tends to decrease the securitys price sensitivity to changes in interest rates. These types of securities are relatively long-term instruments that often carry
demand features permitting the holder to demand payment of principal at any time or at specified intervals prior to maturity.
In order to most effectively
use these investments, the portfolio manager must correctly assess probable movements in interest rates. This involves different skills than those used to select most portfolio securities. If the portfolio manager incorrectly forecasts such
movements, the Fund could be adversely affected by the use of variable or floating rate obligations.
Credit Spread Trades. The Fund may
invest in credit spread trades, which are investment positions relating to a difference in the prices or interest rates of two securities or currencies, where the value of the investment position is determined by movements in the difference between
the prices or interest rates, as the case may be, of the respective securities or currencies.
Repurchase and Reverse Repurchase Agreements
In a repurchase agreement, the Fund purchases an equity or fixed-income security and simultaneously commits to resell that security to the seller at an agreed
upon price on an agreed upon date within a number of days (usually not more than seven) from the date of purchase. The resale price consists of the purchase price plus an agreed upon incremental amount that is unrelated to the coupon rate or
maturity of the purchased security. A repurchase agreement involves the obligation of the seller to pay the agreed upon price, which obligation is in effect secured by the value (at least equal to the amount of the agreed upon resale price and marked-to-market daily) of the underlying security or collateral. A risk associated with repurchase agreements is the failure of the seller to repurchase the
securities as agreed, which may cause the Fund to suffer a loss if the market value of such securities declines before they can be liquidated on the open market. In the event of bankruptcy or insolvency of the seller, the Fund may encounter delays
and incur costs in liquidating the underlying security. In addition, the collateral received in the repurchase transaction may become worthless. To the extent the Funds collateral focuses in one or more sectors, such as banks and financial
services, the Fund is subject to increased risk as a result of that exposure. Repurchase agreements that mature in more than seven days are subject to the 15% limit on illiquid investments. While it is not possible to eliminate all risks from these
transactions, it is the policy of the Fund to limit repurchase agreements to those parties whose creditworthiness has been reviewed and found satisfactory by Janus Capital. There is no guarantee that Janus Capitals analysis of the
creditworthiness of the counterparty will be accurate, and the underlying collateral involved in the transaction can expose the Fund to additional risk regardless of the creditworthiness of the parties involved in the transaction.
Reverse repurchase agreements are transactions in which the Fund sells an equity or fixed-income security and simultaneously commits to repurchase that
security from the buyer, such as a bank or broker-dealer, at an agreed upon price on an agreed upon
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future date. The resale price in a reverse repurchase agreement reflects a market rate of interest that is not related to the coupon rate or maturity of the sold security. For certain demand
agreements, there is no agreed upon repurchase date and interest payments are calculated daily, often based upon the prevailing overnight repurchase rate. The Fund will use the proceeds of reverse repurchase agreements only to satisfy unusually
heavy redemption requests or for other temporary or emergency purposes without the necessity of selling portfolio securities, or to earn additional income on portfolio securities, such as Treasury bills or notes.
Generally, a reverse repurchase agreement enables the Fund to recover for the term of the reverse repurchase agreement all or most of the cash invested in the
portfolio securities sold and to keep the interest income associated with those portfolio securities. Such transactions are only advantageous if the interest cost to the Fund of the reverse repurchase transaction is less than the cost of obtaining
the cash otherwise. In addition, interest costs on the money received in a reverse repurchase agreement may exceed the return received on the investments made by the Fund with those monies. Using reverse repurchase agreements to earn additional
income involves the risk that the interest earned on the invested proceeds is less than the expense of the reverse repurchase agreement transaction. This technique may also have a leveraging effect on the Funds portfolio, although the
Funds intent to segregate assets in the amount of the reverse repurchase agreement minimizes this effect. The Fund will enter into reverse repurchase agreements only with parties that Janus Capital deems creditworthy. The Fund will limit its
investments in reverse repurchase agreements to one-third or less of its total assets.
Sale-Buybacks. The Fund may effect simultaneous purchase and sale transactions that are known as sale-buybacks. A sale-buyback is similar to a reverse repurchase agreement, except that in a sale-buyback, the counterparty that purchases the security is entitled to receive any principal or interest payments made on the underlying
security pending settlement of the Funds repurchase of the underlying security. The Funds obligations under a sale-buyback typically would be offset by liquid assets equal in value to the amount of the Funds forward commitment to
repurchase the subject security.
Mortgage Dollar Rolls
The Fund utilizes mortgage dollar rolls, which are similar to reverse repurchase agreements in certain respects. In a mortgage dollar
roll transaction, the Fund sells a mortgage-related security (such as a Ginnie Mae security) to a dealer and simultaneously agrees to repurchase a similar security (but not the same security) in the future at a predetermined price. A
dollar roll can be viewed, like a reverse repurchase agreement, as a collateralized borrowing in which the Fund pledges a mortgage-related security to a dealer to obtain cash. Unlike in the case of reverse repurchase agreements, the
dealer with which the Fund enters into a dollar roll transaction is not obligated to return the same securities as those originally sold by the Fund, but only securities which are substantially identical. To be considered
substantially identical, the securities returned to the Fund generally must: (i) be collateralized by the same types of underlying mortgages; (ii) be issued by the same agency and be part of the same program; (iii) have a
similar original stated maturity; (iv) have identical net coupon rates; (v) have similar market yields (and, therefore, price); and (vi) satisfy good delivery requirements, meaning that the aggregate principal amounts of
the securities delivered and received back must be within 2.5% of the initial amount delivered.
Under certain circumstances, an underlying
mortgage-backed security that is part of a dollar roll transaction may be considered illiquid. During the roll period, the Fund foregoes principal and interest paid on the mortgage-backed security. The Fund is compensated by the difference between
the current sale price and the lower forward purchase price, often referred to as the drop, as well as the interest earned on the cash proceeds of the initial sale.
Successful use of mortgage dollar rolls depends on the Funds ability to predict mortgage supply dynamics, mortgage prepayments and short-term Federal
Reserve interest rate policy. Dollar roll transactions involve the risk that the market value of the securities the Fund is required to purchase may decline below the agreed upon repurchase price.
Bank Obligations. Bank obligations in which the Fund may invest include certificates of deposit, bankers acceptances, and fixed time
deposits. Certificates of deposit are negotiable certificates issued against funds deposited in a commercial bank for a definite period of time and earning a specified return. Bankers acceptances are negotiable drafts or bills of exchange,
normally drawn by an importer or exporter to pay for specific merchandise, which are accepted by a bank, meaning, in effect, that the bank unconditionally agrees to pay the face value of the instrument on maturity. Fixed time deposits
are bank obligations payable at a stated maturity date and bearing interest at a fixed rate. Fixed time deposits may be withdrawn on demand by the investor, but may be subject to early withdrawal penalties which vary depending upon market conditions
and the remaining maturity of the obligation. There are no contractual restrictions on the right to transfer a beneficial interest in a fixed time deposit to a third party, although there is no market for such deposits.
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Bank Capital Securities. The Fund may invest in bank capital securities. Bank capital
securities are issued by banks to help fulfill their regulatory capital requirements. There are two common types of bank capital: Tier I and Tier II. Bank capital is generally, but not always, of investment grade quality. Tier I securities
often take the form of trust preferred securities. Tier II securities are commonly thought of as hybrids of debt and preferred stock, are often perpetual (with no maturity date), callable and, under certain conditions, allow for the issuer bank to
withhold payment of interest until a later date.
Trade Claims. The Fund may purchase trade claims and similar obligations or claims
against companies in bankruptcy proceedings. Trade claims are non-securitized rights of payment arising from obligations that typically arise when vendors and suppliers extend credit to a company by offering
payment terms for products and services. If the company files for bankruptcy, payments on these trade claims stop and the claims are subject to compromise along with the other debts of the company. Trade claims may be purchased directly from the
creditor or through brokers. Trade claims are illiquid investments which generally do not pay interest and are typically unsecured. There can be no guarantee that a debtor will ever be able to satisfy its trade claim obligations. Additionally, there
can be restrictions on the purchase, sale, and/or transferability of trade claims during all or part of a bankruptcy proceeding.
Other
Securities. The Fund may invest in other types of securities such as subordinated or junior debt, corporate debt securities (corporate bonds, debentures, notes, and other similar corporate debt instruments), U.S. Government
securities, mortgage-backed and other asset-backed securities, commercial paper, repurchase agreements, and other short-duration fixed-income securities, high-risk/high-yield bonds, and other instruments
(including synthetic or hybrid) that pay interest at rates that adjust whenever a specified interest rate changes and/or resets on predetermined dates.
Confidential Information. With respect to certain transactions, including but not limited to private placements, the Fund may determine not
to receive confidential information. Such a decision may place the Fund at a disadvantage relative to other investors who determine to receive confidential information, as the Fund may be limited in its available investments or unable to make
accurate assessments related to certain investments.
In cases where Janus Capital receives material, nonpublic information about the issuers of
investments that may be held in the Funds holdings, Janus Capitals ability to trade in these investments for the account of the Fund could potentially be limited by its possession of such information, to the extent required by applicable
law. Such limitations on the ability to trade in the securities of the issuer could have an adverse effect on the Fund by, for example, preventing the Fund from selling an investment that is experiencing a material decline in value. In some
instances, these trading restrictions could continue in effect for a substantial period of time.
In addition, because the Fund becomes a creditor of an
issuer when holding a bond, Janus Capital may from time to time participate on creditor committees on behalf of the Fund. These are committees formed by creditors to negotiate with management of the issuer and are intended to protect the rights of
bondholders in the event of bankruptcy, bond covenant default, or other issuer-related financial problems. Participation on creditor committees may expose Janus Capital or the Fund to material non-public
information of the issuer, restricting the Funds ability to trade in or acquire additional positions in a particular security or other securities of the issuer when it might otherwise desire to do so. Participation on creditor committees may
also expose the Fund to federal bankruptcy laws or other laws governing rights of debtors and creditors. Additionally, such participation may subject the Fund to expenses such as legal fees. Janus Capital will only participate on creditor committees
on behalf of the Fund when it believes such participation is necessary or desirable to protect the value of portfolio securities or enforce the Funds rights as a creditor.
High-Yield/High-Risk Bonds
The Fund may invest in bonds
that are rated below investment grade (i.e., bonds rated BB+ or lower by Standard & Poors Ratings Services and Fitch, Inc., or Ba or lower by Moodys Investors Service, Inc.). The Funds investments in high-yield securities
may include both debt and equity securities of distressed companies.
Lower rated bonds and debt securities of distressed companies involve a higher degree
of credit risk, which is the risk that the issuer will not make interest or principal payments when due. In the event of an unanticipated default, the Fund would experience a reduction in its income, and could expect a decline in the market value of
the bonds or securities so affected.
The Fund may also invest in unrated bonds of domestic issuers. Unrated bonds will be included in the Funds
limit on investments in bonds rated below investment grade unless its portfolio manager deems such securities to be the equivalent of investment grade bonds. Unrated bonds, while not necessarily of lower quality than rated bonds, may not have as
broad a
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market. Because of the size and perceived demand of the issue, among other factors, certain municipalities may not incur the costs of obtaining a rating. The Funds portfolio manager will
analyze the creditworthiness of the issuer, as well as any financial institution or other party responsible for payments on the bond, in determining whether to purchase unrated municipal bonds.
The secondary market on which high-yield and distressed company securities are traded is less liquid than the market for investment grade securities. The lack
of a liquid secondary market may have an adverse impact on the market price of the security. Additionally, it may be more difficult to value the securities because valuation may require more research, and elements of judgment may play a larger role
in the valuation because there is less reliable, objective data available.
Please refer to the Explanation of Rating Categories section of the
Prospectus for a description of bond rating categories.
Defaulted Securities
The Fund may hold defaulted securities if the portfolio manager believes, based upon an analysis of the financial condition, results of operations, and
economic outlook of an issuer, that there is potential for resumption of income payments and that the securities offer an unusual opportunity for capital appreciation. Defaulted securities will be included in the Funds limit on investments in
bonds rated below investment grade. The Fund will not invest in defaulted securities at the time of investment. Notwithstanding the portfolio managers belief about the resumption of income, however, the purchase of any security on which
payment of interest or dividends is suspended involves a high degree of risk. Such risk includes, among other things, the following:
Financial and
Market Risks. Investments in securities that are in default involve a high degree of financial and market risks that can result in substantial or, at times, even total losses. Issuers of defaulted securities may have substantial
capital needs and may become involved in bankruptcy or reorganization proceedings. Among the problems involved in investments in such issuers is the fact that it may be difficult to obtain information about the condition of such issuers. The market
prices of such securities also are subject to abrupt and erratic movements and above average price volatility, and the spread between the bid and asked prices of such securities may be greater than normally expected.
Disposition of Portfolio Securities. Although the Fund generally will purchase securities for which its portfolio manager expects an active
market to be maintained, defaulted securities may be less actively traded than other securities, and it may be difficult to dispose of substantial holdings of such securities at prevailing market prices. The Fund will limit holdings of any such
securities to amounts that the portfolio manager believes could be readily sold, and holdings of such securities would, in any event, be limited so as not to limit the Funds ability to readily dispose of securities to meet redemptions.
Other. Defaulted securities require active monitoring and may, at times, require participation in bankruptcy or receivership proceedings on
behalf of the Fund.
Futures, Options, and Other Derivative Instruments
A derivative is a financial instrument whose performance is derived from the performance of another, underlying asset. The Fund may invest in derivative
instruments such as futures contracts, put options, call options, options on futures contracts, options on security indices, swaps, forward contracts, and structured investments.
Subject to its investment objective and policies, the Fund uses derivative instruments for hedging purposes (i.e., to manage and mitigate risks associated with
an investment, or market conditions or to manage duration). The Funds derivative investments will be primarily in instruments that are exchange-traded and cleared and which, as a result, tend to be more liquid and less susceptible to
counterparty risk than derivatives that are not exchange-traded and cleared.
The Fund may not use any derivative to gain exposure to an asset or class of
assets that it would be prohibited by its investment restrictions from purchasing directly. The Funds ability to use derivative instruments may also be limited by tax considerations. (See Income Dividends, Capital Gains Distributions,
and Tax Status.)
Investments in derivatives in general are subject to market risks that may cause their prices to fluctuate over time.
Investments in derivatives may not directly correlate with the price movements of the underlying instrument. As a result, the use of derivatives may expose the Fund to additional risks that it would not be subject to if it invested directly in the
securities underlying those derivatives. The use of derivatives may result in larger losses or smaller gains than otherwise would be the case. Derivatives can be volatile and may involve significant risks, including:
Counterparty risk the risk that the counterparty (the party on the other side of the transaction) on a derivative transaction will be unable to
honor its financial obligation to the Fund.
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Leverage risk the risk associated with certain types of leveraged investments or trading strategies
pursuant to which relatively small market movements may result in large changes in the value of an investment. The Fund creates leverage by investing in instruments, including derivatives, where the investment loss can exceed the original amount
invested. Certain investments or trading strategies, such as short sales, that involve leverage can result in losses that greatly exceed the amount originally invested.
Liquidity risk the risk that certain securities may be difficult or impossible to sell at the time that the seller would like or at the price
that the seller believes the security is currently worth.
Index risk if the derivative is linked to the performance of an index, it will be
subject to the risks associated with changes in that index. If the index changes, the Fund could receive lower interest payments or experience a reduction in the value of the derivative to below what the Fund paid. Certain indexed securities,
including inverse securities (which move in an opposite direction to the index), may create leverage, to the extent that they increase or decrease in value at a rate that is a multiple of the changes in the applicable index.
Derivatives may generally be traded over-the-counter (OTC) or on an
exchange. Derivatives traded OTC, such as options and structured notes, are agreements that are individually negotiated between parties and can be tailored to meet a purchasers needs. OTC derivatives are not guaranteed by a clearing agency and
may be subject to increased counterparty risk.
In an effort to mitigate counterparty risk associated with derivatives traded OTC, the Fund may enter into
collateral agreements with certain counterparties whereby, subject to certain minimum exposure requirements, the Fund may require the counterparty to post collateral if the Fund has a net aggregate unrealized gain on all OTC derivative contracts
with a particular counterparty. There is no guarantee that counterparty exposure is reduced by using collateral and these arrangements are dependent on Janus Capitals ability to establish and maintain appropriate systems and trading.
Futures Contracts. The Fund may enter into contracts for the purchase or sale for future delivery of (i) fixed-income securities, U.S.
government securities and Treasuries; or (ii) contracts based on interest rates and financial indices, including indices of U.S. Government securities, and indices or fixed-income securities. A public market exists in futures contracts covering
a number of indices as well as financial instruments, including, but not limited to: the S&P 500®; the S&P Midcap 400®; the
Nikkei 225; the Markit CDX credit index; the iTraxx credit index; U.S. Treasury bonds; U.S. Treasury notes; U.S. Treasury bills; 90-day commercial paper; bank certificates of deposit; and the LIBOR interest
rate. It is expected that other futures contracts will be developed and traded in the future. On July 27, 2017, the head of the United Kingdoms Financial Conduct Authority announced a desire to phase out the use of LIBOR by the end of 2021.
There remains uncertainty regarding the future utilization of LIBOR and the nature of any replacement rate. As a result, any impact of a transition away from LIBOR on a Fund or the instruments in which a Fund invests cannot yet be determined.
U.S. futures contracts are traded on exchanges which have been designated contract markets by the Commodity Futures Trading Commission
(CFTC) and must be executed through a futures commission merchant (FCM) or brokerage firm, which are members of a relevant contract market. Through their clearing corporations, the exchanges guarantee performance of the
contracts as between the clearing members of the exchange.
The buyer or seller of a futures contract is not required to deliver or pay for the underlying
instrument unless the contract is held until the delivery date. However, both the buyer and seller are required to deposit initial margin for the benefit of the FCM when the contract is entered into. Initial margin deposits are equal to
percentage of the contracts value, as set by the exchange on which the contract is traded, and currently are maintained in cash or certain other liquid assets held by the Fund. Initial margin payments are similar to good faith deposits or
performance bonds. Unlike margin extended by a securities broker, initial margin payments do not constitute purchasing securities on margin for purposes of the Funds investment limitations. If the value of either partys position
declines, that party will be required to make additional variation margin payments for the benefit of the FCM to settle the change in value on a daily basis. The party that has a gain may be entitled to receive all or a portion of this
amount. In the event of the bankruptcy of the FCM that holds margin on behalf of the Fund, the Fund may be entitled to return of margin owed to the Fund only in proportion to the amount received by the FCMs other customers. Janus Capital will
attempt to minimize the risk by careful monitoring of the creditworthiness of the FCMs with which the Fund does business.
The Fund has filed a notice of
eligibility for exemption from the definition of the term commodity pool operator in accordance with Rule 4.5 of the U.S. Commodity Exchange Act, as amended (Commodity Exchange Act) and, therefore, the Fund is not
21
subject to regulation as a commodity pool operator under the Commodity Exchange Act. The Fund may enter into futures contracts and related options as permitted under Rule 4.5. Amendments to Rule
4.5 adopted in 2012, however, narrowed the exemption from the definition of commodity pool operator and effectively imposed additional restrictions on the Funds use of futures, options, and swaps. The Fund will become subject to increased CFTC
regulation if the Fund invests more than a prescribed level of its assets in such instruments, or if the Fund markets itself as providing investment exposure to these instruments. If the Fund cannot meet the requirements of Rule 4.5, Janus Capital
and the Fund would need to comply with certain disclosure, reporting, and recordkeeping requirements. Such additional requirements would potentially increase the Funds expenses, which could negatively impact the Funds returns.
The Fund may enter into futures contracts to gain exposure to the stock market or other markets pending investment of cash balances or to meet liquidity needs.
The Fund may also enter into futures contracts to protect itself from fluctuations in the value of individual securities, the securities markets generally, or interest rate fluctuations, without actually buying or selling the underlying debt
security.
If the Fund owns interest rate sensitive securities and the portfolio manager expects interest rates to increase, the Fund may take a short
position in interest rate futures contracts. Taking such a position would have much the same effect as the Fund selling such securities in its portfolio. If interest rates increase as anticipated, the value of the securities would decline, but the
value of the Funds interest rate futures contract would increase, thereby keeping the NAV of the Fund from declining as much as it may have otherwise. If, on the other hand, the portfolio manager expects interest rates to decline, the Fund may
take a long position in interest rate futures contracts in anticipation of later closing out the futures position and purchasing the securities. Although the Fund can accomplish similar results by buying securities with long maturities and selling
securities with short maturities, given the greater liquidity of the futures market than the cash market, it may be possible to accomplish the same result more easily and more quickly by using futures contracts as an investment tool to reduce risk.
If the portfolio managers view about the direction of interest rates is incorrect, the Fund may incur a loss as the result of investments in interest rate futures.
The ordinary spreads between prices in the cash and futures markets, due to differences in the nature of those markets, are subject to distortions. First, all
participants in the futures market are subject to initial margin and variation margin requirements. Rather than meeting additional variation margin requirements, investors may close out futures contracts through offsetting transactions which could
distort the normal price relationship between the cash and futures markets. Second, the liquidity of the futures market depends on participants entering into offsetting transactions rather than making or taking delivery of the instrument underlying
a futures contract. To the extent participants decide to make or take delivery, liquidity in the futures market could be reduced and prices in the futures market distorted. Third, from the point of view of speculators, the margin deposit
requirements in the futures market are less onerous than margin requirements in the securities market. Therefore, increased participation by speculators in the futures market may cause temporary price distortions. Due to the possibility of the
foregoing distortions, a correct forecast of general price trends by the portfolio manager still may not result in a successful use of futures.
Futures
contracts entail risks. There is no guarantee that derivative investments will benefit the Fund. The Funds performance could be worse than if the Fund had not used such instruments. For example, if the Fund has hedged against the effects of a
possible decrease in prices of securities held in its portfolio and prices increase instead, the Fund will lose part or all of the benefit of the increased value of these securities because of offsetting losses in its futures positions. This risk
may be magnified for single stock futures transactions, as the portfolio manager must predict the direction of the price of an individual stock, as opposed to securities prices generally. In addition, if the Fund has insufficient cash, it may have
to sell securities from its portfolio to meet daily variation margin requirements. Those sales may be, but will not necessarily be, at increased prices which reflect the rising market and may occur at a time when the sales are disadvantageous to the
Fund.
The prices of futures contracts depend primarily on the value of their underlying instruments. Because there are a limited number of types of
futures contracts, it is possible that the standardized futures contracts available to the Fund will not match exactly the Funds current or potential investments. The Fund may buy and sell futures contracts based on underlying instruments with
different characteristics from the securities in which it typically invests for example, by hedging investments in portfolio securities with a futures contract based on a broad index of securities which involves a risk that the futures
position will not correlate precisely with the performance of the Funds investments.
Futures prices can also diverge from the prices of their
underlying instruments, even if the underlying instruments closely correlate with the Funds investments, such as with a single stock futures contract. Futures prices are affected by factors such as current and anticipated short-term interest
rates, changes in volatility of the underlying instruments, and the time remaining
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until expiration of the contract. Those factors may affect securities prices differently from futures prices. Imperfect correlations between the Funds investments and its futures positions
also may result from differing levels of demand in the futures markets and the securities markets, from structural differences in how futures and securities are traded, and from imposition of daily price fluctuation limits for futures contracts. The
Fund may buy or sell futures contracts with a greater or lesser value than the securities it wishes to hedge or is considering purchasing in order to attempt to compensate for differences in historical volatility between the futures contract and the
securities, although this may not be successful in all cases. If price changes in the Funds futures positions are poorly correlated with its other investments, its futures positions may fail to produce desired gains or result in losses that
are not offset by the gains in the Funds other investments.
Because futures contracts are generally settled within a day from the date they are
closed out, compared with a settlement period of three days for some types of securities, the futures markets can provide superior liquidity to the securities markets. Nevertheless, there is no assurance that a liquid secondary market will exist for
any particular futures contract at any particular time. In addition, futures exchanges may establish daily price fluctuation limits for futures contracts and may halt trading if a contracts price moves upward or downward more than the limit in
a given day. On volatile trading days when the price fluctuation limit is reached, it may be impossible for the Fund to enter into new positions or close out existing positions. If the secondary market for a futures contract is not liquid because of
price fluctuation limits or otherwise, the Fund may not be able to promptly liquidate unfavorable futures positions and potentially could be required to continue to hold a futures position until the delivery date, regardless of changes in its value.
As a result, the Funds access to other assets held to cover its futures positions also could be impaired.
Options on Futures
Contracts. The Fund may buy and write put and call options on futures contracts. For example, such contracts may be made with respect to interest rates, and security indices. A purchased option on a future gives the Fund the right
(but not the obligation) to buy or sell a futures contract at a specified price on or before a specified date. The purchase of a call option on a futures contract is similar in some respects to the purchase of a call option on an individual
security. Depending on the pricing of the option compared to either the price of the futures contract upon which it is based or the price of the underlying instrument, ownership of the option may or may not be less risky than ownership of the
futures contract or the underlying instrument. As with the purchase of futures contracts, when the Fund is not fully invested, it may buy a call option on a futures contract to hedge against a market advance.
The writing of a call option on a futures contract constitutes a partial hedge against declining prices of a security which is deliverable under, or of the
index comprising, the futures contract. If the futures price at the expiration of the option is below the exercise price, the Fund will retain the full amount of the option premium which provides a partial hedge against any decline that may have
occurred in the Funds portfolio holdings. The writing of a put option on a futures contract constitutes a partial hedge against increasing prices of a security which is deliverable under, or of the index comprising, the futures contract. If
the futures price at the expiration of the option is higher than the exercise price, the Fund will retain the full amount of the option premium which provides a partial hedge against any increase in the price of securities which the Fund is
considering buying. If a call or put option the Fund has written is exercised, the Fund will incur a loss which will be reduced by the amount of the premium it received. Depending on the degree of correlation between the change in the value of its
portfolio securities and changes in the value of the futures positions, the Funds losses from existing options on futures may to some extent be reduced or increased by changes in the value of portfolio securities.
The purchase of a put option on a futures contract is similar in some respects to the purchase of protective put options on portfolio securities. For example,
the Fund may buy a put option on a futures contract to hedge its portfolio against the risk of falling prices or rising interest rates.
The amount of risk
the Fund assumes when it buys an option on a futures contract is the premium paid for the option plus related transaction costs. In addition to the correlation risks discussed above, the purchase of an option also entails the risk that changes in
the value of the underlying futures contract will not be fully reflected in the value of the options bought.
Forward Contracts. A
forward contract is an agreement between two parties in which one party is obligated to deliver a stated amount of a stated asset at a specified time in the future and the other party is obligated to pay a specified amount for the asset at the time
of delivery. The Fund may enter into forward contracts to purchase and sell government securities, or income securities, or other financial instruments. Forward contracts generally are traded in an interbank market conducted directly between traders
(usually large commercial banks) and their customers. Unlike futures contracts, which are standardized contracts, forward contracts can be specifically drawn to meet the needs of the parties that enter into them. The parties to a
23
forward contract may agree to offset or terminate the contract before its maturity, or may hold the contract to maturity and complete the contemplated exchange.
Under definitions adopted by the CFTC and SEC, non-deliverable forwards are considered swaps, and therefore are
included in the definition of commodity interests. Although non-deliverable forwards have historically been traded in the OTC markets, as swaps they may in the future be required to be centrally
cleared and traded on public facilities.
Options on Securities Indices. The Fund may also purchase and write exchange-listed and OTC
put and call options on securities indices. A securities index measures the movement of a certain group of securities by assigning relative values to the securities. The index may fluctuate as a result of changes in the market values of the
securities included in the index. Some securities index options are based on a broad market index, such as the New York Stock Exchange Composite Index, or a narrower market index such as the Standard & Poors 100. Indices may also be
based on a particular industry, or market segment. The Fund may also purchase agreements, sometimes called cash puts, that may accompany the purchase of a new issue of bonds from a dealer.
Options on securities indices are similar to options on securities except that (1) the expiration cycles of securities index options are monthly, while
those of securities options are currently quarterly, and (2) the delivery requirements are different. Instead of giving the right to take or make delivery of securities at a specified price, an option on a securities index gives the holder the
right to receive a cash exercise settlement amount equal to (a) the amount, if any, by which the fixed exercise price of the option exceeds (in the case of a put) or is less than (in the case of a call) the closing value of the
underlying index on the date of exercise, multiplied by (b) a fixed index multiplier. Receipt of this cash amount will depend upon the closing level of the securities index upon which the option is based being greater than, in the
case of a call, or less than, in the case of a put, the exercise price of the index and the exercise price of the option times a specified multiple. The writer of the option is obligated, in return for the premium received, to make delivery of this
amount. Securities index options may be offset by entering into closing transactions as described above for securities options.
Swaps and
Swap-Related Products. The Fund may enter into swap agreements or utilize swap-related products such as total return swaps; interest rate swaps; index credit default swaps (CDXs); swap agreements on security indices; caps;
and floors (in each instance, either on an asset-based or liability-based basis, depending upon whether it is hedging its assets or its liabilities). Swap agreements are two-party contracts entered into
primarily by institutional investors for periods ranging from a day to more than one year. The Fund may enter into swap agreements in an attempt to gain exposure to the issuers making up an index of securities in a market without actually purchasing
those stocks, or to hedge a position. The most significant factor in the performance of swap agreements is the change in value of the specific index or security, or other factors that determine the amounts of payments due to and from the Fund. The
Fund will usually enter into total return swaps and interest rate swaps on a net basis (i.e., the two payment streams are netted out, with the Fund receiving or paying, as the case may be, only the net amount of the two payments).
Swap agreements entail the risk that a party will default on its payment obligations to the Fund. If there is a default by the other party to such a
transaction, the Fund normally will have contractual remedies pursuant to the agreements related to the transaction. Swap agreements also bear the risk that the Fund will not be able to meet its obligation to the counterparty. Swap agreements are
typically privately negotiated and entered into in the over-the- counter market. However, the Dodd-Frank Wall Street Reform and Consumer Protection Act (the Dodd-Frank Act) of 2010 now requires
certain swap agreements to be centrally cleared. Swaps that are required to be cleared are required to post initial and variation margins in accordance with the exchange requirements. New regulations under the Dodd-Frank Act could, among other
things, increase the cost of such transactions.
Some types of swaps are required to be executed on an exchange or on a swap execution facility. A swap
execution facility is a trading platform where multiple market participants can execute derivatives by accepting bids and offers made by multiple other participants in the platform. While this execution requirement is designed to increase
transparency and liquidity in the cleared derivatives market, trading on a swap execution facility can create additional costs and risks for the Fund. For example, swap execution facilities typically charge fees, and if the Fund executes derivatives
on a swap execution facility through a broker intermediary, the intermediary may impose fees as well. Also, the Fund may indemnify a swap execution facility, or a broker intermediary who executes cleared derivatives on a swap execution facility on
the Funds behalf, against any losses or costs that may be incurred as a result of the Funds transactions on the swap execution facility. If the Fund wishes to execute a package of transactions that includes a swap that is required to be
executed on a swap execution facility as well as other transactions (for
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example, a transaction that includes both a security and an interest rate swap that hedges interest rate exposure with respect to such security), it is possible the Fund could not execute all
components of the package on the swap execution facility. In that case, the Fund would need to trade certain components of the package on the swap execution facility and other components of the package in another manner, which could subject the Fund
to the risk that certain of the components of the package would be executed successfully and others would not, or that the components would be executed at different times, leaving the Fund with an unhedged position for a period of time.
The Fund normally will not enter into any total return, or interest rate swap, unless the claims-paying ability of the
other party thereto meets guidelines established by Janus Capital. Janus Capitals guidelines may be adjusted in accordance with market conditions. Janus Capital will monitor the creditworthiness of all counterparties on an ongoing basis.
Generally, parties that are rated in the highest short-term rating category by an NRSRO will meet Janus Capitals guidelines. The ratings of NRSROs represent their opinions of the claims-paying ability of entities rated by them. NRSRO ratings
are general and are not absolute standards of quality.
The swap market has grown substantially in recent years, with a large number of banks and
investment banking firms acting both as principals and as agents utilizing standardized swap documentation. Janus Capital has determined that, as a result, the swap market has become relatively liquid.
There is no limit on the amount of total return or interest rate swap transactions that may be entered into by the Fund. The use of swaps is a highly
specialized activity which involves investment techniques and risks different from those associated with ordinary portfolio securities transactions. Swap transactions may in some instances involve the delivery of securities or other underlying
assets by the Fund or its counterparty to collateralize obligations under the swap. Under the documentation currently used in those markets, the risk of loss with respect to swaps is limited to the net amount of the payments that the Fund is
contractually obligated to make. If the other party to a swap that is not collateralized defaults, the Fund would risk the loss of the net amount of the payments that it contractually is entitled to receive. Certain swaps, such as total return
swaps, may add leverage to the Fund because, in addition to its total net assets, the Fund may be subject to investment exposure on the notional amount of the swap.
Another form of a swap agreement is the credit default swap. The Fund may enter into various types of credit default swap agreements, including OTC credit
default swap agreements, for investment purposes to add leverage to its portfolio. As the seller in a credit default swap contract, the Fund would be required to pay the par value (the notional value) (or other agreed-upon value) of a referenced debt obligation to the counterparty in the event of a default by a third party, such as a U.S. corporate issuer, on the debt obligation. In return, the Fund would receive from the
counterparty a periodic stream of payments over the term of the contract provided that no event of default has occurred. If no default occurs, the Fund would keep the stream of payments and would have no payment obligations. As the seller, the Fund
would effectively add leverage to its portfolio because, in addition to its total net assets, the Fund would be subject to investment exposure on the notional value of the swap. The maximum potential amount of future payments (undiscounted) that the
Fund as a seller could be required to make in a credit default transaction would be the notional amount of the agreement. The Fund may also purchase credit default swap contracts in order to hedge against the risk of default of debt securities held
in its portfolio, in which case the Fund would function as the counterparty referenced in the preceding paragraph. Credit default swaps could result in losses if the Fund does not correctly evaluate the creditworthiness of the company or companies
on which the credit default swap is based.
Credit default swap agreements may involve greater risks than if the Fund had invested in the reference
obligation directly since, in addition to risks relating to the reference obligation, credit default swaps are subject to illiquidity risk, counterparty risk, and credit risk. The Fund will generally incur a greater degree of risk when it sells a
credit default swap than when it purchases a credit default swap. As a buyer of a credit default swap, the Fund may lose its investment and recover nothing should no credit event occur and the swap is held to its termination date. As seller of a
credit default swap, if a credit event were to occur, the value of any deliverable obligation received by the Fund, coupled with the upfront or periodic payments previously received, may be less than what it pays to the buyer, resulting in a loss of
value to the Fund.
The Fund may invest in funded (notional value of contract paid up front) or unfunded (notional value only paid in case of default) CDXs
or other similarly structured products. CDXs are designed to track segments of the credit default swap market and provide investors with exposure to specific reference baskets of issuers of bonds or loans. These instruments have the potential to
allow an investor to obtain the same investment exposure as an investor who invests in an individual credit default swap, but with the potential added benefit of diversification. The CDX reference baskets are normally priced daily and
25
rebalanced every six months in conjunction with leading market makers in the credit industry. The liquidity of the market for CDXs is normally subject to liquidity in the secured loan and credit
derivatives markets.
To the extent the Fund invests in CDXs, it is normally only permitted to take long positions in these instruments. A fund holding a
long position in CDXs typically receives income from principal or interest paid on the underlying securities. A fund also normally indirectly bears its proportionate share of any expenses paid by a CDX in addition to the expenses of the fund. By
investing in CDXs, a fund could be exposed to risks relating to, among other things, the reference obligation, illiquidity risk, counterparty risk, and credit risk.
Regulations enacted by the CFTC under the Dodd-Frank Act require the Fund to clear certain interest rate and credit default index swaps through a clearinghouse
or central counterparty (CCP). To clear a swap with a CCP, the Fund will submit the swap to, and post collateral with, an FCM that is a clearinghouse member. Alternatively, the Fund may enter into a swap with a financial institution
other than the FCM (the Executing Dealer) and arrange for the swap to be transferred to the FCM for clearing. The Fund may also enter into a swap with the FCM itself. The CCP, the FCM, and the Executing Dealer are all subject to
regulatory oversight by the CFTC. A default or failure by a CCP or an FCM, or the failure of a swap to be transferred from an Executing Dealer to the FCM for clearing, may expose the Fund to losses, increase its costs, or prevent the Fund from
entering or exiting swap positions, accessing collateral, or fully implementing its investment strategies. The regulatory requirement to clear certain swaps could, either temporarily or permanently, reduce the liquidity of cleared swaps or increase
the costs of entering into those swaps.
Options on Swap Contracts. The Fund may purchase or write covered and uncovered put and
call options on swap contracts (swaptions). Swaption contracts grant the purchaser the right, but not the obligation, to enter into a swap transaction at preset terms detailed in the underlying agreement within a specified period of
time. Entering into a swaption contract involves, to varying degrees, the elements of credit, market, and interest rate risk, associated with both option contracts and swap contracts.
Inflation-Related Investments Risk. Inflation-linked swaps, inflation-linked bonds (including Treasury Inflation-Protected Securities, also
known as TIPS), and other inflation-linked securities are subject to inflation risk. A swap held long by the Fund can potentially lose value if the rate of inflation over the life of the swap is less than the fixed rate that the Fund agrees to pay
at the initiation of the swap. Except for the Funds investments in TIPS, which are guaranteed as to principal by the U.S. Treasury, the inflation-adjusted principal value of inflation-linked bonds repaid at maturity may be less than the
original principal. Because of their inflation-linked adjustment feature, inflation-linked bonds typically have lower yields than conventional fixed-rate securities. In the event of deflation, where prices decline over time, the principal and income
of inflation-linked bonds will likely decline, resulting in losses to the Fund.
Structured Investments. A structured investment is
a security having a return tied to an underlying index or other security or asset class. Structured investments generally are individually negotiated agreements and may be traded
over-the-counter. Structured investments are organized and operated to restructure the investment characteristics of the underlying security. This restructuring involves
the deposit with or purchase by an entity, such as a corporation or trust, or specified instruments and the issuance by that entity of one or more classes of securities (structured securities) backed by, or representing interests in, the
underlying instruments. The cash flow on the underlying instruments may be apportioned among the newly issued structured securities to create securities with different investment characteristics, such as varying maturities, payment priorities, and
interest rate provisions, and the extent of such payments made with respect to structured securities is dependent on the extent of the cash flow on the underlying instruments. Because structured securities typically involve no credit enhancement,
their credit risk generally will be equivalent to that of the underlying instruments. Investments in structured securities are generally of a class of structured securities that is either subordinated or unsubordinated to the right of payment of
another class. Subordinated structured securities typically have higher yields and present greater risks than unsubordinated structured securities. Structured securities are typically sold in private placement transactions, and there currently is no
active trading market for structured securities.
Investments in government and government-related restructured debt instruments are subject to special
risks, including the inability or unwillingness to repay principal and interest, requests to reschedule or restructure outstanding debt, and requests to extend additional loan amounts. Structured investments include a wide variety of instruments
which are also subject to special risk such as inverse floaters and collateralized debt obligations. Inverse floaters involve leverage which may magnify the Funds gains or losses. The risk of collateral debt obligations depends largely on the
type of collateral securing the obligations. There is a risk that the collateral will not be adequate to make interest or other payments related to the debt obligation the collateral supports.
26
Structured instruments that are registered under the federal securities laws may be treated as liquid. In
addition, many structured instruments may not be registered under the federal securities laws. In that event, the Funds ability to resell such a structured instrument may be more limited than its ability to resell other Fund securities. The
Fund may treat such instruments as illiquid and will limit its investments in such instruments to no more than 15% of the Funds net assets, when combined with all other illiquid investments of the Fund.
Structured Notes and Indexed Securities. Structured notes are derivative debt instruments, the interest rate or principal of which is
determined by an unrelated indicator (for example, a currency, security, commodity or index thereof). The terms of the instrument may be structured by the purchaser and the borrower issuing the note. Indexed securities may include
structured notes as well as securities other than debt securities, the interest rate or principal of which is determined by an unrelated indicator. Indexed securities may include a multiplier that multiplies the indexed element by a specified factor
and, therefore, the value of such securities may be very volatile. The terms of structured notes and indexed securities may provide that in certain circumstances no principal is due at maturity, which may result in a loss of invested capital.
Structured notes and indexed securities may be positively or negatively indexed, so that appreciation of the unrelated indicator may produce an increase or a decrease in the interest rate or the value of the structured note or indexed security at
maturity may be calculated as a specified multiple of the change in the value of the unrelated indicator. Therefore, the value of such notes and securities may be very volatile. Structured notes and indexed securities may entail a greater degree of
market risk than other types of debt securities because the investor bears the risk of the unrelated indicator. Structured notes or indexed securities also may be more volatile, less liquid, and more difficult to accurately price than less complex
securities and instruments or more traditional debt securities. To the extent the Fund invests in these notes and securities, however, Janus Capital analyzes these notes and securities in its overall assessment of the effective duration of the
Funds holdings in an effort to monitor the Funds interest rate risk.
Certain issuers of structured products may be deemed to be investment
companies as defined in the 1940 Act. As a result, the Funds investments in these structured products may be subject to limits applicable to investments in investment companies and may be subject to restrictions contained in the 1940 Act.
Special Situations
The Fund may invest in companies
that demonstrate special situations or turnarounds, meaning companies that have experienced significant business problems but are believed to have favorable prospects for recovery. For example, a special situation or turnaround may arise when, in
the opinion of the Funds portfolio managers, the securities of a particular issuer will be recognized as undervalued by the market and appreciate in value due to a specific development with respect to that issuer. Special situations may
include significant changes in a companys allocation of its existing capital, a restructuring of assets, or a redirection of free cash flow. For example, issuers undergoing significant capital changes may include companies involved in
spin-offs, sales of divisions, mergers or acquisitions, companies involved in bankruptcy proceedings, or companies initiating large changes in their debt to equity ratio. Companies that are redirecting cash flows may be reducing debt, repurchasing
shares, or paying dividends. Special situations may also result from: (i) significant changes in industry structure through regulatory developments or shifts in competition; (ii) a new or improved product, service, operation, or technological
advance; (iii) changes in senior management or other extraordinary corporate event; (iv) differences in market supply of and demand for the security; or (v) significant changes in cost structure. Investments in special situations
companies can present greater risks than investments in companies not experiencing special situations, and the Funds performance could be adversely impacted if the securities selected decline in value or fail to appreciate in value.
Note Regarding Regulatory Changes and Market Events. Federal, state, and foreign governments, regulatory agencies, and self-regulatory
organizations may take actions that affect the regulation of the Fund or the instruments in which the Fund invests, or the issuers of such instruments, in ways that are unforeseeable. Future legislation or regulation or other governmental actions
could limit or preclude the Funds abilities to achieve their investment objectives or otherwise adversely impact an investment in the Fund. Furthermore, worsened market conditions, including as a result of U.S. government shutdowns or the
perceived creditworthiness of the United States, could have a negative impact on securities markets.
Economic downturns can prompt various economic,
legal, budgetary, tax, and regulatory reforms across the globe. In the aftermath of the 2007-2008 financial crisis, the financial sector experienced reduced liquidity in credit and other fixed-income markets, and an usually high degree of
volatility, both domestically and internationally. In response to the crisis, the United States and certain foreign governments, along with the U.S. Federal Reserve and certain foreign central banks, took a number of unprecedented steps designed to
support the financial markets. For example, the enactment of the Dodd-Frank Act in 2010,
27
provided for widespread regulation of financial institutions, consumer financial products and services, broker dealers, over-the-counter derivatives, investment advisers, credit rating agencies,
and mortgage lending, which expanded federal oversight in the financial sector, including the investment management industry. The conclusion of this support, and/or failure of the measures put in place could negatively affect financial markets
generally, as well as the value and liquidity of specific securities. In addition, policy and legislative changes in the United States and in other countries continue to impact many aspects of financial regulation.
The value of a Funds holdings is also generally subject to the risk of significant future local, national, or global economic disruptions or slowdowns in
the markets in which a Fund invests. In the event of such an occurrence, the issuers of securities held by a Fund may experience significant declines in the value of their assets and even cease operations, or may require government assistance that
is contingent on increased restrictions on their business operations or their government interventions. In addition, it is not certain that the U.S. government or foreign governments will intervene in response to a future market disruption and the
effect of any such future intervention cannot be predicted.
On June 23, 2016, the United Kingdom voted via referendum to exit the EU, commonly known
as Brexit, which immediately led to significant market volatility around the world, as well as political, economic, and legal uncertainty. On March 29, 2017, the United Kingdom invoked a treaty provision that sets out the basics of a
withdrawal from the EU and provides that negotiations must be completed within two years, unless all EU member states agree on an extension. After two years of negotiating, on April 11, 2019, the United Kingdom came to an agreement with the EU to
delay the deadline for withdrawal to October 31, 2019, which was subsequently extended further until January 31, 2020. There is considerable uncertainty relating to the circumstances and potential consequences of an exit, and how the negotiations
for the withdrawal and new trade agreements will be conducted or concluded. United Kingdom businesses are increasingly preparing for a disorderly Brexit, which may increase market volatility across the global economy. During this period of
uncertainty, the negative impact on not only the United Kingdom and European economies, but the broader global economy, could be significant, potentially resulting in increased volatility and illiquidity and lower economic growth for companies that
rely significantly on the United Kingdom and/or Europe for their business activities and revenues. Any further exits from the EU, or an increase in the belief that such exits are likely or possible, would likely cause additional market disruption
globally and introduce new legal and regulatory uncertainties.
Tax Risk
As with any investment, you should consider how your investment in shares of the Fund will be taxed. The tax information in the Prospectus and this SAI is
provided as general information. You should consult your own tax professional about the tax consequences of an investment in shares of the Fund. Refer to Income Dividends, Capital Gain Distributions, and Tax Status section for additional
information regarding Fund taxation.
Securities Lending
Under procedures adopted by the Trustees, the Fund may seek to earn additional income by lending securities to qualified parties (typically brokers or other
financial institutions) who need to borrow securities in order to complete, among other things, certain transactions such as covering short sales, avoiding failures to deliver securities, or completing arbitrage activities. To the extent the Fund
engages in securities lending, there is the risk of delay in recovering a loaned security. In addition, Janus Capital makes efforts to balance the benefits and risks from granting such loans. The Fund may participate in a securities lending program
pursuant to which shares of an issuer may be on loan while that issuer is conducting a proxy solicitation. Generally, if shares of an issuer are on loan during a proxy solicitation, the Fund cannot vote the shares. The Fund has discretion to pull
back lent shares before proxy record dates and vote proxies if time and jurisdictional restrictions permit. All loans will be continuously secured by collateral which may consist of cash, U.S. Government securities, domestic and foreign short-term
debt instruments, letters of credit, time deposits, repurchase agreements, money market mutual funds or other money market accounts, or such other collateral as permitted by the SEC. If the Fund is unable to recover a security on loan, the Fund may
use the collateral to purchase replacement securities in the market. There is a risk that the value of the collateral could decrease below the cost of the replacement security by the time the replacement investment is made, resulting in a loss to
the Fund. In certain circumstances, individual loan transactions could yield negative returns.
Upon receipt of cash collateral, Janus Capital may invest
it in affiliated or non-affiliated cash management vehicles, whether registered or unregistered entities, as permitted by the 1940 Act and rules promulgated thereunder. Janus Capital currently intends to invest the cash collateral in a cash
management vehicle for which Janus Capital serves as investment adviser. An
28
investment in a cash management vehicle is generally subject to the same risks that shareholders experience when investing in similarly structured vehicles, such as the potential for significant
fluctuations in assets as a result of the purchase and redemption activity of the securities lending program, a decline in the value of the collateral, and possible liquidity issues. Such risks may delay the return of the cash collateral and cause
the Fund to violate its agreement to return the cash collateral to a borrower in a timely manner. As adviser to the Fund and the affiliated cash management vehicle in which the cash collateral is invested, Janus Capital has an inherent conflict of
interest as a result of its fiduciary duties to both the Fund and the cash management vehicle. Additionally, Janus Capital receives an investment advisory fee of 0.05% for managing the cash management vehicle used for the securities lending program,
and therefore may have an incentive to allocate collateral to the cash management vehicle rather than to other collateral management options for which Janus Capital does not receive compensation.
The portfolio turnover rate of the Fund is calculated by dividing the lesser of purchases or sales of portfolio securities
(exclusive of purchases or sales of U.S. Government securities and all other securities whose maturities at the time of acquisition were one year or less) by the monthly average of the value of the portfolio securities owned by the Fund during the
year. Proceeds from short sales and assets used to cover short positions undertaken are included in the amounts of securities sold and purchased, respectively, during the fiscal year. A 100% portfolio turnover rate would occur, for example, if all
of the securities held by the Fund were replaced once during the fiscal year. The Fund cannot accurately predict its turnover rate. Variations in portfolio turnover rates shown may be due to turnover in the Funds Underlying Index, market
conditions, changes in the size of the Fund, fluctuating volume of shareholder purchase and redemption orders and the nature of the Funds investments. Higher levels of portfolio turnover may result in higher costs for brokerage commissions,
dealer mark-ups, and other transaction costs, and may also result in taxable capital gains. Higher costs associated with increased portfolio turnover may offset gains in Fund performance.
The following table summarizes the portfolio turnover rates for the Fund for the fiscal year ended October 31, 2019 and the period of commencement of
operations on September 12, 2018 through October 31, 2018. The period-over-period change in the Funds portfolio turnover rate is due to an increase in to-be-announced mortgage-backed securities.
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Fund Name
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Portfolio Turnover Rate for
the Fiscal Year Ended
October 31, 2019
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Portfolio Turnover Rate for
the Period of
Commencement of Operations
on September 12, 2018
through October 31, 2018
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Janus
Henderson Mortgage-Backed Securities ETF
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348%
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91%
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PORTFOLIO HOLDINGS DISCLOSURE POLICIES AND PROCEDURES
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The Investment Company Holdings Disclosure Policies and Procedures adopted by the Funds Trustees are designed to ensure
that the Funds portfolio holdings information is disclosed in a manner that (i) is consistent with applicable legal requirements and in the best interest of the Funds shareholders; (ii) does not put the interests of Janus
Capital, ALPS Distributors, Inc., or any affiliated person of Janus Capital or ALPS Distributors, Inc., above those of Fund shareholders; (iii) does not advantage any current or prospective Fund shareholders over any other current or
prospective Fund shareholders, except to the extent that certain entities (as described below) may receive portfolio holdings information not available to other current or prospective Fund shareholders in connection with the dissemination of
Creation Units; and (iv) does not provide selective access to portfolio holdings information except pursuant to the procedures outlined below and to the extent appropriate confidentiality arrangements limiting the use of such information are in
effect. The entities referred to in sub-section (iii) above are generally limited to National Securities Clearing Corporation members, subscribers to various
fee-based subscription services, Authorized Participants, and other institutional market participants and entities that provide information for transactional services.
Disclosure of Portfolio Holdings in Accordance with SEC Exemptive Relief. Each business day, the Funds portfolio
holdings information is provided to ALPS Distributors, Inc. or other agent for dissemination through the facilities of the National Securities Clearing Corporation and/or other fee-based subscription services
to National Securities Clearing Corporation members and/or subscribers to entities that publish and/or analyze such information in connection with the process of purchasing or redeeming Creation Units or trading shares of the Fund in the secondary
market. This information typically reflects the Funds anticipated
29
holdings on the following business day. In addition, on each business day before commencement of trading in shares on the NYSE Arca, the Fund will disclose on janushenderson.com/info the
identities and quantities of each portfolio position held by the Fund that will form the basis for the Funds calculation of the NAV per share at the end of the business day.
Disclosure of Portfolio Holdings as Required by Applicable Law. The Fund is also required to disclose its complete
holdings as an exhibit to its reports on Form N-PORT within 60 days of the end of the first and third fiscal quarters, and in the annual report and semiannual report to Fund shareholders. These reports (i) are available on the SECs
website at http://www.sec.gov; (ii) may be obtained by calling 1-800-SEC-0330; and (iii) are available without charge,
upon request, by calling a Janus representative at 1-800-525-0020.
Daily access to information concerning the Funds portfolio holdings is permitted (i) to certain personnel of those service providers that are
involved in portfolio management and in providing administrative, operational, risk management, or other support to portfolio management; and (ii) to other personnel of Janus Capital, ALPS Distributors, Inc. and its affiliates, and the
administrator, custodian, and fund accountant who deal directly with, or assist in, functions related to investment management, distribution, administration, custody, securities lending, and fund accounting, as may be necessary to conduct business
in the ordinary course in a manner consistent with federal securities laws and regulations thereunder.
Portfolio holdings information made available in
connection with the creation/redemption process may be provided to other entities that provide services to the Fund in the ordinary course of business after it has been disseminated to the National Securities Clearing Corporation. From time to time,
information concerning portfolio holdings other than portfolio holdings information made available in connection with the creation/redemption process, as discussed above, may be provided to other entities that provide services to the Fund, including
rating or ranking organizations, in the ordinary course of business, no earlier than one business day following the date of the information.
Nonpublic
portfolio holdings information may be disclosed to certain third parties upon a good faith determination made by Janus Capitals Chief Compliance Officer that the Fund has a legitimate business purpose for such disclosure and the recipient
agrees to maintain confidentiality. The Chief Compliance Officer reports to the Funds Trustees regarding material compliance matters with respect to the portfolio holdings disclosure policies and procedures.
Under extraordinary circumstances, Janus Capitals Chief Compliance Officer or a designee has the authority to waive one or more provisions of, or make
exceptions to, the Investment Company Holdings Disclosure Policies and Procedures when in the best interest of the Fund and when such waiver or exception is consistent with federal securities laws and applicable fiduciary duties. The frequency with
which portfolio holdings are disclosed, as well as the lag time associated with such disclosure, may vary as deemed appropriate under the circumstances.
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INVESTMENT ADVISER
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INVESTMENT ADVISER JANUS CAPITAL MANAGEMENT LLC
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As stated in the Prospectus, the Fund has an Investment Advisory Agreement with Janus Capital Management LLC, 151 Detroit
Street, Denver, Colorado 80206-4805. Janus Capital is an indirect wholly-owned subsidiary of Janus Henderson Group plc (JHG). Janus Capital Group Inc., the direct parent of Janus Capital, completed a strategic combination with Henderson
Group plc on May 30, 2017 to form JHG, doing business as Janus Henderson Investors.
The Funds Advisory Agreement is in effect for an initial
term of two years and from year to year thereafter so long as such continuance is approved at least annually by the vote of a majority of the Funds Trustees who are not parties to the Advisory Agreement or interested persons (as
defined by the 1940 Act) of any such party (the Independent Trustees), and by either the Funds Trustees or the affirmative vote of a majority of the outstanding voting securities of the Fund. The Advisory Agreement: (i) may be
terminated, without the payment of any penalty, by the Funds Trustees, or the vote of at least a majority of the outstanding voting securities of the Fund, or Janus Capital, on 60 days advance written notice; (ii) terminates
automatically in the event of its assignment; and (iii) generally, may not be amended without the approval by vote of a majority of the Trustees of the Fund, including a majority of the Independent Trustees, and, to the extent required by the
1940 Act, the affirmative vote of a majority of the outstanding voting securities of the Fund.
The Advisory Agreement provides that Janus Capital will
furnish continuous advice and recommendations concerning the Funds investments, provide office space for the Fund and certain other advisory-related services. Pursuant to the Advisory Agreement, under the unitary fee structure, the Fund pays
Janus Capital a Management Fee in return for providing certain investment advisory, supervisory, and administrative services to the Fund. The fee structure is designed to pay substantially all of the Funds expenses. However, the
Fund bears other expenses which are not covered under the Management Fee, such as distribution fees (if any), brokerage expenses or commissions, interest, dividends, taxes, litigation expenses, acquired fund fees and expenses (if any), and
extraordinary expenses.
Janus Capital has received an exemptive order from the SEC that permits Janus Capital, subject to the approval of the Trustees, to
appoint or replace certain subadvisers to manage all or a portion of the Funds assets and enter into, amend, or terminate a subadvisory agreement with certain subadvisers without obtaining shareholder approval (a
manager-of-managers structure). The manager-of-managers structure applies to
subadvisers that are not affiliated with the Trust or Janus Capital (non-affiliated subadvisers), as well as any subadviser that is an indirect or direct wholly-owned subsidiary (as
such term is defined by the 1940 Act) of Janus Capital or of another company that, indirectly or directly, wholly owns Janus Capital (collectively, wholly-owned subadvisers).
Pursuant to the order, Janus Capital, with the approval of the Trustees, has the discretion to terminate any subadviser and allocate and reallocate the
Funds assets among Janus Capital and any other non-affiliated subadvisers or wholly-owned subadvisers (including terminating a non-affiliated subadviser and
replacing it with a wholly-owned subadviser). To the extent that the Funds assets are allocated to one or more subadvisers, Janus Capital, subject to oversight and supervision by the Trustees, would have responsibility to oversee such
subadviser to the Fund and to recommend for approval by the Trustees, the hiring, termination, and replacement of a subadviser for the Fund. The order also permits the Fund to disclose subadvisers fees only in the aggregate. In the event that
Janus Capital hires a new subadviser pursuant to the manager-of-managers structure, the affected Janus Henderson fund would provide shareholders with information about
the subadviser and subadvisory agreement within 90 days.
The Trustees and the initial shareholder of the Fund have approved the use of a manager-of-managers structure for the Fund.
Janus Capital also provides certain
administration services necessary for the operation of the Fund, including, but not limited to, blue sky registration and monitoring services, and preparation of prospectuses.
You can request the Funds annual or semiannual reports (as they become available), free of charge, by contacting your broker-dealer, plan sponsor, or
financial intermediary, or by contacting a Janus representative at 1-800-668-0434. The reports are also available, free of
charge, at www.janushenderson.com/info.
The Fund pays a monthly Management Fee to Janus Capital for its services.
31
The following table reflects the Funds contractual Management Fee rate for the most recent fiscal year
(expressed as an annual rate). The fee is based on the Funds daily net assets.
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|
|
|
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|
|
Fund Name
|
|
Daily Net
Assets of the Fund
|
|
Contractual
Management
Fees (%)
(annual rate)
|
|
Janus Henderson Mortgage-Backed Securities
ETF
|
|
$0-$500 million
|
|
|
0.35
|
|
|
|
Next $500 million
|
|
|
0.28
|
|
|
|
Over $1 billion
|
|
|
0.20
|
|
The following table summarizes the Management Fees paid by the Fund for the fiscal year ended October 31, 2019, and the
period from commencement of operations on September 12, 2018 through October 31, 2018.
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|
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|
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|
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|
|
Fund Name
|
|
For the Fiscal
Year Ended
October 31, 2019
|
|
|
For the
Period
September 12, 2018
through
October 31, 2018
|
|
Janus Henderson Mortgage-Backed Securities
ETF
|
|
$
|
275,790
|
|
|
$
|
14,308
|
|
|
|
|
|
|
|
|
|
|
|
|
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PAYMENTS TO FINANCIAL INTERMEDIARIES BY JANUS CAPITAL OR ITS
AFFILIATES
|
|
|
From their own assets, Janus Capital or its affiliates pay selected brokerage firms or other financial intermediaries for
making certain funds available to their clients or otherwise distributing, promoting or marketing the funds. Janus Capital or its affiliates make payments to one or more intermediaries for information about transactions and holdings in a fund, such
as the amount of fund shares purchased, sold or held through the intermediary and or its salespersons, the intermediary platform(s) on which shares are transacted and other information related to a fund. Payments made to intermediaries may eliminate
or reduce trading commissions that the intermediary would otherwise charge its customers or its salespersons in connection with the purchase or sale of certain funds. Payment by Janus Capital or its affiliates to eliminate or reduce a trading
commission creates an incentive for salespersons of the intermediary to sell the Janus Henderson funds over other funds for which a commission would be charged. The amount of these payments is determined from time to time by Janus Capital, may be
substantial, and may differ for different intermediaries. Janus Capital may determine to make payments based on any number of factors or metrics. For example, Janus Capital may make payments at year-end and/or
other intervals in a fixed amount, an amount based upon an intermediarys services at defined levels, an amount based upon the total assets represented by funds subject to arrangements with the intermediary, or an amount based on the
intermediarys net sales of one or more funds in a year or other period, any of which arrangements may include an agreed-upon minimum or maximum payment, or any combination of the foregoing. Other factors may include, but are not limited to,
the distribution capabilities of the intermediary, the overall quality of the relationship, expected gross and/or net sales generated by the relationship, disposition and retention rates of assets held through the intermediary, the willingness to
cooperate with Janus Capitals marketing efforts, access to sales personnel, and the anticipated profitability of sales through the institutional relationship. These factors and their weightings may differ from one intermediary to another and
may change from time to time. As of the date of this SAI, Janus Capital and its affiliates have agreements with Morgan Stanley Smith Barney LLC, National Financial Services LLC, Fidelity Brokerage Services, LLC, Pershing LLC, and Intermediary
Analytics, a division of BNY Mellon Performance & Risk Analytics, LLC to make payments out of their own assets related to the acquisition or retention of certain Janus Henderson ETFs. Any additions, modifications, or deletions to the
broker-dealer firms identified that have occurred since that date are not reflected.
With respect to
non-exchange-traded Janus Henderson funds, Janus Capital or its affiliates may pay fees, from their own assets, to selected brokerage firms, banks, financial advisors, retirement plan service providers, and
other financial intermediaries that sell the Janus Henderson funds for distribution, marketing, promotional, or related services, and/or for providing recordkeeping, subaccounting, transaction processing, and other shareholder or administrative
services (including payments for processing transactions via National Securities Clearing Corporation (NSCC) or other means) in connection with investments in the Janus Henderson funds. These fees are in addition to any fees that may be
paid by the Janus Henderson funds for these types of services or other services. Shareholders investing through an intermediary should consider whether such arrangements exist when evaluating any recommendations from an intermediary.
32
In addition, Janus Capital or its affiliates may also share certain marketing expenses with intermediaries, or
pay for or sponsor informational meetings, seminars, client awareness events, support for marketing materials, sales reporting, or business building programs for such intermediaries to raise awareness of the Janus Henderson funds. Janus Capital or
its affiliates may also pay intermediaries for the development of technology platforms and reporting systems. Janus Capital or its affiliates may make payments to participate in intermediary marketing support programs which may provide Janus Capital
or its affiliates with one or more of the following benefits: attendance at sales conferences, participation in meetings or training sessions, access to or information about intermediary personnel, use of an intermediarys marketing and
communication infrastructure, fund analysis tools, business planning and strategy sessions with intermediary personnel, information on industry- or platform-specific developments, trends and service providers, and other marketing-related services.
Such payments may be in addition to, or in lieu of, the payments described above. These payments are intended to promote the sales of Janus Henderson funds and to reimburse financial intermediaries, directly or indirectly, for the costs that they or
their salespersons incur in connection with educational seminars, meetings, and training efforts about the Janus Henderson funds to enable the intermediaries and their salespersons to make suitable recommendations, provide useful services, and
maintain the necessary infrastructure to make the Janus Henderson funds available to their customers.
The receipt of (or prospect of receiving) payments,
reimbursements and other forms of compensation described above may provide a financial intermediary and its salespersons with an incentive to favor sales of Janus Henderson funds shares over sales of other funds (or non-investment company investments), with respect to which the financial intermediary does not receive such payments or receives them in a lower amount. The receipt of these payments may cause certain financial
intermediaries to elevate the prominence of the Janus Henderson funds within such financial intermediarys organization by, for example, placement on a list of preferred or recommended funds and/or the provision of preferential or enhanced
opportunities to promote the Janus Henderson funds in various ways within such financial intermediarys organization.
From time to time, certain
financial intermediaries approach Janus Capital to request that Janus Capital make contributions to certain charitable organizations. In these cases, Janus Capitals contribution may result in the financial intermediary, or its salespersons,
recommending Janus Henderson funds over other funds (or non-mutual fund investments).
The payment arrangements
described above will not change the price an investor pays for shares nor the amount that a Janus Henderson fund receives to invest on behalf of the investor. You should consider whether such arrangements exist when evaluating any recommendations
from an intermediary to purchase or sell shares of the Fund. Please contact your financial intermediary or plan sponsor for details on such arrangements.
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ADDITIONAL INFORMATION ABOUT JANUS CAPITAL
|
Janus Capital acts as adviser to a number of mutual funds and exchange-traded funds. In addition, it acts as subadviser for a
number of private-label mutual funds and provides separate account advisory services for institutional accounts. Janus Capital may also manage its own proprietary accounts, as well as other pooled investment vehicles, such as hedge funds. Janus
Capital has a fiduciary responsibility to manage all client accounts in a fair and equitable manner. As such, investment decisions for each account managed by Janus Capital, including the Fund, are made independently from those for any other account
that is or may in the future become managed by Janus Capital or its affiliates. If, however, a number of accounts managed by Janus Capital are contemporaneously engaged in the purchase or sale of the same security, the orders may be aggregated
and/or the transactions may be averaged as to price and allocated to each account in accordance with allocation procedures adopted by Janus Capital. Partial fills for the accounts of two or more portfolio managers will be allocated pro rata under
procedures adopted by Janus Capital. Circumstances may arise under which Janus Capital may determine that, although it may be desirable and/or suitable that a particular security or other investment be purchased or sold for more than one account,
there exists a limited supply or demand for the security or other investment. Janus Capital seeks to allocate the opportunity to purchase or sell that security or other investment among accounts on an equitable basis by taking into consideration
factors including, but not limited to, size of the portfolio, concentration of holdings, investment objectives and guidelines, purchase costs, and cash availability. Janus Capital, however, cannot assure equality of allocations among all its
accounts, nor can it assure that the opportunity to purchase or sell a security or other investment will be proportionally allocated among accounts according to any particular or predetermined standards or criteria. In some cases, these allocation
procedures may adversely affect the price paid or received by an account or the size of the position obtained or liquidated for an account. In others, however, the accounts ability to participate in volume transactions may produce better
executions and prices for the accounts.
33
With respect to allocations of initial public offerings of equity securities or syndicate offerings of bonds
(each a Primary Offering), under Primary Offering allocation procedures adopted by Janus Capital, an account may participate in a Primary Offering if the portfolio managers believe the Primary Offering is an appropriate investment based
on the accounts investment restrictions, risk profile, asset composition, and/or cash levels. For equity securities, these Primary Offering allocation procedures generally require that all shares purchased in a Primary Offering be allocated on
a pro rata basis to all participating accounts based upon the total assets of each account. For syndicated bond offerings, the Primary Offering procedures generally require that all bonds purchased be allocated on a pro rata basis to all
participating accounts within the same investment strategy (as opposed to pro rata across all participating accounts). To the extent a fund, such as a new fund, has only affiliated shareholders, such as a portfolio manager or an adviser, and the
fund participates in a Primary Offering, those shareholders may be perceived as receiving a benefit and, as a result, may have a conflict with management of the fund.
Janus Capital is permitted to adjust its allocation procedures to address fractional shares, odd lots, or minimum issue sizes. In certain circumstances, and
subject to its allocation procedures, Janus Capital may deviate from a pro-rata allocation to account for allocation sizes that are deemed, by the portfolio managers, to be de minimis to certain
eligible accounts or to address situations specific to individual accounts (e.g., cash limitations, position weightings, etc.). Participation in Primary Offerings may impact performance. In particular, the allocation of securities may have the
unintended consequence of having a greater impact (positive or negative) on the performance of one or more accounts compared to other accounts.
Janus
Capital manages long and short portfolios. The simultaneous management of long and short portfolios creates potential conflicts of interest in fund management and creates potential risks such as the risk that short sale activity could adversely
affect the market value of long positions in one or more funds (and vice versa), the risk arising from the sequential orders in long and short positions, and the risks associated with the trade desk receiving opposing orders in the same security at
the same time.
Janus Capital has adopted procedures that it believes are reasonably designed to mitigate these and other potential conflicts and risks.
Among other things, Janus Capital has trade allocation procedures in place as previously described. In addition, procedures prohibit a portfolio manager from executing a short sale on a security held long in any other portfolio that he or she
manages but is not held long in the account in which the portfolio manager is placing the short. Note this does not prohibit shorting against the box. The procedures also require approvals of Janus Capital senior management in other situations that
raise potential conflicts of interest, as well as periodic monitoring of long and short trading activity of the Janus Henderson funds and accounts.
The
Fund and other funds advised by Janus Capital or its affiliates may also transfer daily uninvested cash balances into one or more joint trading accounts. Assets in the joint trading accounts are invested in money market instruments and the proceeds
are allocated to the participating funds on a pro rata basis.
Pursuant to the provisions of the 1940 Act, the Fund may participate in an affiliated or
non-affiliated cash sweep program. In the cash sweep program, uninvested cash balances of the Fund may be used to purchase shares of affiliated or non-affiliated money
market funds or cash management pooled investment vehicles that operate pursuant to the provisions of the 1940 Act that govern the operation of money market funds. All funds are eligible to participate in the cash sweep program (the Investing
Funds). As adviser, Janus Capital has an inherent conflict of interest because of its fiduciary duties to the affiliated money market funds or cash management pooled investment vehicles and the Investing Funds. In addition, Janus Capital
receives an investment advisory fee for managing the cash management vehicle used for its securities lending program, and therefore may have an incentive to allocate collateral to the cash management vehicle rather than to other collateral
management options for which Janus Capital does not receive compensation.
Each account managed by Janus Capital has its own investment objective and
policies and is managed accordingly by the respective portfolio managers. As a result, from time to time, two or more different managed accounts may pursue divergent investment strategies with respect to investments or categories of investments.
ALPS Distributors, Inc.s Code of Ethics
Pursuant to Rule 17j-1 under the 1940 Act, the Trustees have approved a Code of Ethics adopted by ALPS Distributors,
Inc. The Code of Ethics is intended to ensure that the interests of shareholders and other clients are placed ahead of any personal interest, that no undue personal benefit is obtained from the persons employment activities and that actual and
potential conflicts of interest are avoided.
The Code of Ethics applies to the personal investing activities of ALPS Distributors, Inc. (Access
Persons). Rule 17j-1 and the Code of Ethics are designed to prevent unlawful practices in connection with the purchase or sale of securities by Access
34
Persons. Under the Code of Ethics, Access Persons are permitted to engage in personal securities transactions, but are required to report their personal securities transactions for monitoring
purposes. The Code of Ethics permits personnel subject to the Code to invest in securities subject to certain limitations, including securities that may be purchased or held by the Fund. In addition, certain Access Persons are required to obtain
approval before investing in initial public offerings or private placements. The Code of Ethics is on file with the SEC, and is available to the public.
Janus Capital Personal Code of Ethics
Janus Capital
currently has in place the Personal Code of Ethics, which is comprised of the Personal Account Dealing Policy, the Gift and Entertainment Received Policy, the Outside Business Activities Policy, and the Political Activities Policy. The Personal Code
of Ethics is designed to ensure Janus Capital personnel: (i) observe applicable legal (including compliance with applicable federal securities laws) and ethical standards in the performance of their duties; (ii) at all times place the
interests of the Fund shareholders first; (iii) disclose all actual or potential conflicts; (iv) adhere to the highest standards of loyalty, candor, and care in all matters relating to the Fund shareholders; (v) conduct all personal
trading, including transactions in the Funds and other securities, consistent with the Personal Code of Ethics and in such a manner as to avoid any actual or potential conflict of interest or any abuse of their position of trust and responsibility;
and (vi) refrain from using any material nonpublic information in securities trading. The Personal Code of Ethics is on file with and available from the SEC through the SEC website at http://www.sec.gov.
Under the Personal Account Dealing Policy, all Janus Capital personnel, as well as the Trustees and Officers of the Funds, are required to conduct their
personal investment activities in a manner that Janus Capital believes is not detrimental to the Funds. In addition, Janus Capital personnel are not permitted to transact in securities held by the Funds for their personal accounts except under
circumstances specified in the Personal Account Dealing Policy. All personnel of Janus Capital and the Funds, as well as certain other designated employees deemed to have access to current trading information, are required to pre-clear all transactions in securities not otherwise exempt. Requests for trading authorization will be denied when, among other reasons, the proposed personal transaction would be contrary to the provisions of
the Personal Account Dealing Policy.
In addition to the pre-clearance requirement described above, the Personal
Account Dealing Policy subjects such personnel to various trading restrictions and reporting obligations. All reportable transactions are reviewed for compliance with the Personal Account Dealing Policy and under certain circumstances Janus Capital
personnel may be required to forfeit profits made from personal trading.
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PROXY VOTING POLICIES AND PROCEDURES
|
The Funds Trustees have delegated to Janus Capital the authority to vote all proxies relating to the Funds
portfolio securities in accordance with Janus Capitals own policies and procedures. A summary of Janus Capitals policies and procedures is available without charge: (i) upon request, by calling 1-800-525-0020; (ii) on the Funds website at janushenderson.com/proxyvoting; and (iii) on the SECs website at http://www.sec.gov.
A complete copy of Janus Capitals proxy voting policies and procedures, including specific guidelines, is available at janushenderson.com/proxyvoting.
The Funds proxy voting record for the one-year period ending each June 30th will be available, free of
charge, through janushenderson.com/proxyvoting and from the SEC through the SECs website at http://www.sec.gov.
|
JANUS CAPITAL MANAGEMENT LLC
PROXY VOTING SUMMARY FOR THE FUND
|
Janus Capital seeks to vote proxies in the best interest of its shareholders and without regard to any other Janus Capital
relationship (business or otherwise).
Proxy Voting Procedures
Janus Capital has adopted proxy voting procedures (the Proxy Voting Procedures) and developed proxy voting guidelines (the Janus
Guidelines) that are intended to ensure that votes are cast in the best interest of clients and shareholders, including by mitigating any potential conflicts of interest.
The Janus Guidelines outline how Janus Capital generally votes proxies for securities held in the funds and accounts it manages. The Janus Guidelines, which
include recommendations on most major corporate issues, are developed by the Janus Henderson
35
Proxy Voting Committee (the Proxy Voting Committee) in consultation with Janus Capitals portfolio managers. The Proxy Voting Committee is composed of representatives from the
Office of the Treasurer, Operations Control, Compliance, as well as Governance and Responsible Investing, and equity portfolio management; and assisted by a non-voting member from the Legal group. The Proxy
Voting Committee also engages Institutional Shareholder Services Inc. (ISS) ( the Proxy Voting Service) to provide research and recommendations on policies and guidelines.
Although Janus Capital has created the Proxy Voting Committee to provide guidance on general proxy issues and engaged the Proxy Voting Service to provide
research and recommendations on specific ones, Janus Capitals portfolio managers are ultimately responsible for determining how to vote proxies with respect to securities held in the portfolios they manage. The Janus Guidelines identify votes
where portfolio manager input is neither requested nor required along with votes where portfolio manager input is requested or required. The portfolio managers have elected to generally vote in accordance with the Janus Guidelines, in accordance
with the Proxy Voting Service recommendation where portfolio manager input is required, and in accordance with the votes of another portfolio manager that also holds those securities if that other portfolio manager is better situated to make a
determination on the particular proxy issue and instructs a vote contrary to the Janus Guidelines or to the Proxy Voting Service recommendation.
Certain Funds may participate in a securities lending program under which shares of an issuer may be on loan while that issuer is conducting a proxy
solicitation. Generally, if shares of an issuer are on loan during a proxy solicitation, a Fund cannot vote the shares. The portfolio managers have discretion to pull back lent shares before proxy record dates and vote proxies if time permits.
The Proxy Voting Committees oversight responsibilities include monitoring for, and resolving, potential and actual material conflicts of interest
with respect to proxy voting. A conflict of interest may arise from a number of situations, including but not limited to a business relationship between Janus Capital and the issuer, an inducement provided to portfolio management by the issuer or
its agents or a personal relationship between portfolio management and the management of the issuer. Janus Capital believes that default application of the Janus Guidelines should, in most cases, adequately address any possible conflicts of
interest. However, the potential for conflicts of interest exists in instances where portfolio management exercises discretion to (i) vote against the Janus Guidelines or (ii) vote against ISS benchmark recommendation and with
management on an item that has been referred. In those circumstances (together, exception votes), portfolio management is required to provide a sufficient written rationale for their vote. On a quarterly basis, the Proxy Voting Committee
reviews exception votes and assesses the adequacy of portfolio managements stated rationale. If the Proxy Voting Committee does not agree that portfolio managements rationale is reasonable with regards to a potential or actual personal
conflict of interest the proxy vote will be cast in accordance with the Janus Guidelines or as instructed by the Chief Investment Officer or a delegate. If the Proxy Voting Committee does not agree that portfolio managements rational is
reasonable with regards to a potential or actual business conflict of interest, the proxy vote will be cast in accordance with the Janus Guidelines or as instructed by the Proxy Voting Committee.
Proxy Voting Policies
As discussed above, the Proxy
Voting Committee has developed the Janus Guidelines for use in voting proxies. Below is a summary of some of the Janus Guidelines.
Board of
Directors Issues
Janus Capital: (i) will generally vote in favor of slates of director candidates that are comprised of a majority of
independent directors; (ii) will generally vote in favor of proposals to increase the minimum number of independent directors; and (iii) will generally oppose non-independent directors who serve on
the audit, compensation, and/or nominating committees of the board.
Auditor Issues
Janus Capital will generally oppose proposals asking for approval of auditors that have a financial interest in or association with the company and are
therefore not independent.
Equity and Executive Compensation Issues
Janus Capital will generally vote in favor of equity-based compensation plans unless they create an inconsistent relationship between long-term share
performance and compensation, do not demonstrate good stewardship of investors interests, or contain problematic features. Proposals regarding the re-pricing of underwater options (stock options in which
the price the employee is contracted to buy shares is higher than the current market price) and the issuance of reload options (stock options that are automatically granted if outstanding stock options are exercised during a window period) will
generally be opposed.
36
Janus Capital will generally vote in favor with regard to advisory votes on executive compensation (say-on-pay),
unless problematic pay practices are maintained.
General Corporate Issues
Janus Capital: (i) will generally oppose proposals regarding supermajority voting rights (for example, to approve acquisitions or mergers); (ii) will
generally oppose proposals for different classes of stock with different voting rights; and (iii) will generally oppose proposals seeking to implement measures designed to prevent or obstruct corporate takeovers, unless such measures are
designed primarily as a short-term means to protect a tax benefit or are structured in a way that give shareholders the ultimate decision on any proposal or offer, and are proposed in a transparent and independent fashion. Janus Capital will review
proposals relating to mergers, acquisitions, tender offers, and other similar actions on a case-by-case basis.
Shareholder Proposals
If a shareholder
proposal is specifically addressed by the Janus Guidelines, Janus Capital will generally vote pursuant to that Janus Guideline. Janus Capitals first priority is to act as a fiduciary in the best interests of its clients. Janus Capital
recognizes that environmental, social, moral, or ethical issues present risks and opportunities that can have an impact on company financial performance. Janus Capital strives to balance these issues in a manner consistent with its fiduciary
obligations. Janus Capital will generally vote with management on these matters unless it identifies areas of weakness or deficiency relative to peers and/or industry best practices or it feels that management has failed to adequately respond to
shareholder concerns. In such instances Janus Capital will review these matters on a case-by-case basis, consistent with its fiduciary obligations to clients. Janus
Capital will solicit additional research from its Proxy Voting Service for proposals outside the scope of the Janus Guidelines.
37
CUSTODIAN, TRANSFER AGENT
AND CERTAIN AFFILIATIONS
State Street Bank and Trust Company (State Street or the Custodian), P.O. Box 0351, Boston, Massachusetts 02117-0351 is the custodian
of the domestic securities and cash of the Fund and of an affiliated cash management pooled investment vehicle. State Street is the designated Foreign Custody Manager (as the term is defined in Rule 17f-5
under the 1940 Act) of the Funds securities and cash held outside the United States. The Funds Trustees have delegated to State Street certain responsibilities for such assets, as permitted by Rule
17f-5. State Street and the foreign subcustodians selected by it hold the Funds assets in safekeeping and collect and remit the income thereon, subject to the instructions of the Fund. State Street also
serves as transfer agent for the shares of the Fund (Transfer Agent).
State Street also provides certain fund administration services to the
Fund, including services related to the Funds accounting, including calculating the daily NAV, audit, tax, and reporting obligations, pursuant to an Agreement with Janus Capital, on behalf of the Fund. Janus Capital may cancel this Agreement
at any time with 90 days notice. As compensation for such services, Janus Capital pays State Street a fee based on a percentage of the Funds assets, with a minimum flat fee, per Fund, for certain services. Janus Capital serves as
administrator to the Fund, providing oversight and coordination of the Funds service providers, recordkeeping and other administrative services.
The following table summarizes the fees received by State Street for custodian, transfer agent and sub-administrative services for the fiscal year ended
October 31, 2019, and for the period of commencement of operations on September 12, 2018 through October 31, 2018 for the Fund.
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|
|
|
|
Fund Name
|
|
For the Fiscal
Year Ended
October 31, 2019
|
|
For the
Period
September 12, 2018
through
October 31, 2018
|
Janus
Henderson Mortgage-Backed Securities ETF
|
|
$167,270
|
|
$18,172
|
Janus Capital does not receive any additional compensation, beyond the unitary fee, for serving as administrator. Pursuant
to agreements with Janus Capital on behalf of the Fund, State Street Global Markets, an affiliate of State Street, may execute portfolio transactions for the Fund, including but not limited to, transactions in connection with cash in lieu
transactions (as described under Fund Deposit) for foreign securities.
ALPS Distributors, Inc. (ALPS or the
Distributor), 1290 Broadway, #1000, Denver, Colorado 80203-5603 is registered as a broker-dealer under the Securities Exchange Act of 1934 and is a member of the Financial Industry Regulatory Authority, Inc. (FINRA). ALPS
acts as the agent of the Fund in connection with the sale of its shares in all states in which such shares are registered and in which ALPS is qualified as a broker-dealer. Under the Distribution Agreement, ALPS offers Creation Units of the
Funds shares on an ongoing basis.
Pursuant to an agreement with ALPS, Janus Distributors LLC (dba Janus Henderson Distributors),
151 Detroit Street, Denver, Colorado 80206-4805, a wholly-owned subsidiary of Janus Capital, and a member of FINRA, may provide marketing and promotional services on behalf of the Fund. Janus Henderson Distributors does not receive any compensation
from the Fund or ALPS for such services.
38
PORTFOLIO TRANSACTIONS AND
BROKERAGE
Janus Capital places all portfolio transactions of the Fund. Janus Capital has a policy
of seeking to obtain the best execution of all portfolio transactions (the best net prices under the circumstances based upon a number of factors including and subject to the factors discussed below) provided that Janus Capital may
occasionally pay higher commissions for research services as described below.
Janus Capital considers a number of factors in seeking best execution in
selecting broker-dealers and in establishing commissions on transactions. Those factors include, but are not limited to: Janus Capitals knowledge of currently available established commission rates, prices of securities currently available,
and other current transaction costs associated with various trading tools, channels and venues; the nature, liquidity, size and type of the security being traded; the nature and character of the markets for the security to be purchased or sold; the
desired timing or urgency of the trade pursuant to the investment decision; the activity existing and expected in the market for the particular security; the ability of a broker to maintain confidentiality, including trade anonymity; the quality of
the execution, clearance, and settlement services of a broker-dealer; financial stability of the broker-dealer and the existence of actual or apparent operational problems of the broker-dealer; principal commitment by the broker-dealer to facilitate
the transactions; and with respect to equity transactions for a Janus Henderson Fund that may utilize client commission agreements (CCAs) (as described below), the value of research products or services provided by a broker-dealer. In
recognition of the value of the foregoing factors, and as permitted by Section 28(e) of the Securities Exchange Act of 1934, as amended, Janus Capital may place portfolio transactions with a broker-dealer at a commission rate (or charge) that is in
excess of the commission (or charge) another broker-dealer would have charged for effecting that transaction if Janus Capital determines in good faith that the amount of such commission (or charge) was reasonable in light of the value of the
brokerage and research services provided by such broker-dealer or provided by third parties viewed in terms of either that particular transaction or of the overall responsibilities of Janus Capital with respect to all client accounts. If the Fund
utilizes research services, such services must qualify as advice, analyses, or reports. To determine that a service constitutes eligible research services, Janus Capital must conclude that it reflects the
expression of reasoning or knowledge relating to the value of securities, advisability of effecting transactions in securities or analyses, or reports concerning issuers, securities, economic factors, investment strategies, or the
performance of accounts. To constitute eligible brokerage services, such services must effect securities transactions and functions incidental thereto, and include clearance, settlement, and the related custody services. Additionally,
brokerage services have been interpreted to include services relating to the execution of securities transactions. Research received from brokers or dealers is supplemental to Janus Capitals own research efforts. Because Janus Capital receives
a benefit from the research and brokerage services it receives from broker-dealers, Janus Capital has an incentive to continue to use those broker-dealers to effect transactions instead of other broker-dealers who do not provide such services, but
who may execute transactions at a lower price. Janus Capital does not consider a broker-dealers sale of Fund shares when choosing a broker-dealer to effect transactions.
Cross trades, in which one Janus Capital account sells a particular security to another Janus Capital account (potentially saving transaction costs
for both accounts), may also pose a potential conflict of interest. Cross trades may be seen to involve a potential conflict of interest if, for example, one account is permitted to sell a security to another account at a higher price than an
independent third party would pay. Janus Capital and the Funds Trustees have adopted compliance procedures that provide that any transactions between the Fund and another Janus-advised account are to be made at an independent current market
price, as required by law. There is also a potential conflict of interest when cross trades involve a Janus Henderson fund that has substantial ownership by Janus Capital. At times, Janus Capital may have a controlling interest of a fund involved in
a cross trade.
For the fiscal year ended October 31, 2019, the total brokerage commissions paid by the Fund to brokers and dealers in transactions
identified for execution primarily on the basis of research and other services provided to the Fund are summarized below.
|
|
|
|
|
|
|
|
|
Fund Name
|
|
Commissions
|
|
|
Transactions
|
|
Janus
Henderson Mortgage-Backed Securities ETF
|
|
$
|
0
|
|
|
$
|
0
|
|
Additionally, Janus Capital does not guarantee any broker the placement of a predetermined amount of securities
transactions in return for the research or brokerage services it provides. Janus Capital does, however, allocate transactions among brokers in a manner consistent with its execution policies, which provide that Janus Capital may seek brokers that it
has identified as providing execution-related services, research, or research-related products of a particular benefit to Janus Capitals clients. Janus Capital has entered into CCAs with certain broker-dealers under which the broker-dealers
may use a portion of their commissions to pay third
39
parties or other broker-dealers that provide Janus Capital with brokerage or research services, as permitted under Section 28(e) of the Securities Exchange Act of 1934. CCAs allow Janus Capital
to direct broker-dealers to pool commissions that are generated from orders executed at that broker-dealer, and then periodically direct the broker-dealer to pay third parties or other broker-dealers for research or brokerage services. All uses of
CCAs by Janus Capital are subject to applicable law and Janus Capitals best execution obligations. Brokerage and research products and services furnished by brokers may, however, be used in servicing any or all of the clients of Janus Capital,
and such brokerage or research products and services may not necessarily be used by Janus Capital in connection with the same accounts that paid the commissions or charges to the broker or third party providing such brokerage or research products
and services. In addition, such research products and services may not always be used in connection with management of the Fund. Similarly, research and brokerage services paid for with commissions generated by equity trades may be used for
fixed-income clients that normally do not pay brokerage commissions or other clients whose commissions are generally not used to obtain such research and brokerage services.
Janus Capital may also use step-out or sponsorship transactions in order to receive research products and related services. In step-out or sponsorship
transactions, Janus Capital directs trades to a broker-dealer with the instruction that the broker-dealer execute the transaction, but direct all or a portion of the transaction or commission in favor of another broker-dealer that provides such
products and/or services. The second broker-dealer may clear and settle and receive commissions for the remaining portion. In a new issue designation, Janus Capital directs purchase orders to a broker-dealer that is a selling group member or
underwriter of an equity or fixed-income new issue offering. Janus Capital directs that broker-dealer to designate a portion of the broker-dealers commission on the new issue purchase to a second broker-dealer(s) that provides such products
and/or services. Given Janus Capitals receipt of such products and services in connection with step-out or sponsorship transactions and new issue designations, Janus Capital has an incentive to continue to engage in such transactions; however,
Janus Capital only intends to utilize step-out or sponsorship transactions and new issue designations when it believes that doing so would not hinder best execution efforts.
The Fund generally buys and sells fixed-income securities, as applicable, in principal and agency transactions in which no brokerage commissions are paid.
However, the Fund may engage an agent and pay commissions for such transactions if Janus Capital believes that the net result of the transaction to the Fund will be no less favorable than that of contemporaneously available principal transactions.
The implied cost of executing fixed-income securities transactions of the Fund primarily will consist of bid-offer spreads at which brokers will transact. The spread is the difference between the prices at which the broker is willing to purchase and
sell the specific security at the time.
When the Fund purchases or sells a security in the over-the-counter market, the transaction takes place directly with a principal market-maker, without the use of a broker, except in those circumstances where, in the opinion of Janus Capital, better prices
and executions will be achieved through the use of a broker.
Creation or redemption transactions, to the extent consisting of cash, may require the Fund
to contemporaneously transact with broker-dealers for purchases of Deposit Securities (as defined under Fund Deposit) or sales of Fund Securities (as defined under Redemption of Creation Units), including any foreign exchange, as
applicable. Such transactions with a particular broker-dealer may be conditioned upon the broker-dealers agreement to transact at guaranteed price levels in order to reduce transaction costs the Fund would otherwise incur as a consequence of
settling creation or redemption baskets in cash rather than in-kind.
The following table summarizes the total
amount of brokerage commissions paid by the Fund during the fiscal year ended October 31, 2019, and the period from commencement of operations on September 12, 2018 through October 31, 2018.
|
|
|
|
|
|
|
|
|
Fund Name
|
|
For the Fiscal
Year Ended
October 31, 2019
|
|
|
For the Period
September 12, 2018
through
October 31, 2018
|
|
Janus
Henderson Mortgage-Backed Securities ETF
|
|
$
|
3,277
|
|
|
$
|
2,809
|
|
Brokerage commissions paid by the Fund may vary significantly from year to year because of portfolio turnover rates,
varying market conditions, changes to investment strategies or processes, and other factors.
As of October 31, 2019, the Fund owned securities of its
regular broker-dealer (or parents) as shown below.
|
|
|
|
|
Fund Name
|
|
Name of Broker-Dealer
|
|
Value of Securities Owned
|
Janus
Henderson Mortgage-Backed Securities ETF
|
|
JP Morgan
|
|
$5,906,900
|
40
SHARES OF THE TRUST
|
NET ASSET VALUE DETERMINATION
|
As stated in the Funds Prospectus, the net asset value (NAV) of the shares of the Fund is determined once
each day the New York Stock Exchange (the NYSE) is open, as of the close of its regular trading session (normally 4:00 p.m., New York time, Monday through Friday). The per share NAV of the Fund is computed by dividing the net assets
by the number of the Funds shares outstanding. Securities held by the Fund are valued in accordance with policies and procedures established by and under the supervision of the Trustees (the Valuation Procedures). In determining
NAV, equity securities traded on a domestic securities exchange are generally valued at the closing prices on the primary market or exchange on which they trade. If such price is lacking for the trading period immediately preceding the time of
determination, such securities are valued at their current bid price. If applicable, equity securities that are traded on a foreign exchange are generally valued at the closing prices on such markets. In the event that there is not current trading
volume on a particular security in such foreign exchange, the bid price from the primary exchange is generally used to value the security. Securities that are traded on the
over-the-counter markets are generally valued at their closing or latest bid prices as available. Foreign securities and currencies are converted to U.S. dollars using
the applicable exchange rate in effect at the close of the NYSE. The Fund will determine the market value of individual securities held by it by using prices provided by one or more approved professional pricing services or, as needed, by obtaining
market quotations from independent broker-dealers. Most debt securities are valued in accordance with the evaluated bid price supplied by the pricing service that is intended to reflect market value. The evaluated bid price supplied by the pricing
service is an evaluation that may consider factors such as security prices, yields, maturities, and ratings. Certain short-term securities maturing within 60 days or less may be valued on an amortized cost basis.
Securities for which market quotations or evaluated prices are not readily available or are deemed unreliable are valued at fair value determined in good faith
under the Valuation Procedures. Circumstances in which fair value pricing may be utilized include, but are not limited to: (i) a significant event that may affect the securities of a single issuer, such as a merger, bankruptcy, or significant
issuer-specific development; (ii) an event that may affect an entire market, such as a natural disaster or significant governmental action; (iii) a nonsignificant event such as a market closing early or not opening, or a security trading
halt; and (iv) pricing of a nonvalued security and a restricted or nonpublic security. Special valuation considerations may apply with respect to odd-lot fixed-income transactions which, due
to their small size, may receive evaluated prices by pricing services which reflect a large block trade and not what actually could be obtained for the odd-lot position.
The Fund calculates its NAV per share, and therefore effects sales, redemptions, and repurchases of its shares, as of the close of the NYSE once each day on
which the NYSE is open. If an event that is expected to affect the value of a portfolio security occurs after the close of the principal exchange or market on which that security is traded, and before the close of the NYSE, then that security may be
valued in good faith under the Valuation Procedures.
|
DISTRIBUTION AND SHAREHOLDER SERVICING PLAN
|
Rule 12b-1 under the 1940 Act, as amended, (the Rule) provides that an
investment company may bear expenses of distributing its shares only pursuant to a plan adopted in accordance with the Rule. The Trustees have adopted a Rule 12b-1 Distribution Plan (Rule 12b-1 Plan) pursuant to which the Fund may pay certain expenses incurred in the distribution of its shares and the servicing and maintenance of existing shareholder accounts. ALPS, as the Funds principal
underwriter, and Janus Capital may have a direct or indirect financial interest in the Rule 12b-1 Plan or any related agreement. Pursuant to the Rule 12b-1 Plan, the
Fund may pay a fee of up to 0.25% of the Funds average daily net assets. No Rule 12b-1 fee is currently being charged to the Fund.
The Rule 12b-1 Plan was approved by the Board, including a majority of the Independent Trustees of the Fund. In
approving each Rule 12b-1 Plan, the Trustees determined that there is a reasonable likelihood that the Rule 12b-1 Plan will benefit the Fund and its shareholders.
The 12b-1 fee may only be imposed or increased when the Trustees determine that it is in the best interests of
shareholders to do so. Because these fees are paid out of the Funds assets on an ongoing basis, to the extent that a fee is authorized, over time they will increase the cost of an investment in the Fund. The Plan fee may cost an investor more
than other types of sales charges.
41
|
CREATION AND REDEMPTION OF CREATION UNITS
|
The Trust issues and sells shares of the Fund only in Creation Units on a continuous basis through the Distributor, without a
sales load, at the NAV next determined after receipt of an order in proper form as described in the Participant Agreement (as defined below), on any Business Day (as defined below).
A Business Day with respect to the Fund is each day the Listing Exchange is open, which excludes weekends and the following holidays: New
Years Day, Martin Luther King, Jr. Day, Presidents Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day. Orders from Authorized Participants to create or redeem Creation Units will only be
accepted on a Business Day.
Fund Deposit
The
consideration for purchase of Creation Units of the Fund will generally consist of cash. If creations are not conducted in cash, the consideration for purchase of Creation Units of the Fund generally consists of the
in-kind deposit of a designated portfolio of securities (including any portion of such securities for which cash may be substituted) (Deposit Securities) and the Cash Component computed as
described below. Together, the Deposit Securities and the Cash Component constitute the Fund Deposit, which will be applicable (subject to possible amendment or correction) to creation requests received in proper form. The Fund Deposit
represents the minimum initial and subsequent investment amount for a Creation Unit of the Fund.
The Cash Component is an amount equal to the
difference between the NAV of the shares (per Creation Unit) and the Deposit Amount, which is an amount equal to the market value of the Deposit Securities, and serves to compensate for any differences between the NAV per Creation Unit
and the Deposit Amount. Payment of any stamp duty or other similar fees and expenses payable upon transfer of beneficial ownership of the Deposit Securities are the sole responsibility of the Authorized Participant purchasing the Creation Unit.
Janus Capital makes available through the NSCC on each Business Day prior to the opening of business on the Listing Exchange, the list of names and the
required number or par value of each Deposit Security, if any, and the amount of the Cash Component to be included in the current Fund Deposit (based on information as of the end of the previous Business Day for the Fund). Such Fund Deposit is
applicable, subject to any adjustments as described below, to purchases of Creation Units of shares of the Fund until such time as the next-announced Fund Deposit is made available.
The identity and number or par value of the Deposit Securities change pursuant to changes in the composition of the Funds portfolio and as rebalancing
adjustments and corporate action events are reflected from time to time by Janus Capital with a view to the investment objective of the Fund. The composition of the Deposit Securities may also change in response to adjustments to the weighting or
composition of the component securities constituting the Funds portfolio.
The Fund reserves the right to permit or require the substitution of a
cash in lieu amount to be added to the Cash Component to replace any Deposit Security that may not be available in sufficient quantity for delivery or that may not be eligible for transfer through Depository Trust Company
(DTC) or the Clearing Process (as discussed below). If permitted by applicable laws to offer Creation Units of the Fund in exchange for the Fund Deposit, the Fund also reserves the right to permit or require a cash in lieu
amount in certain circumstances, including circumstances in which (i) the delivery of the Deposit Security by the Authorized Participant (as described below) would be restricted under applicable securities or other local laws or (ii) the
delivery of the Deposit Security to the Authorized Participant would result in the disposition of the Deposit Security by the Authorized Participant becoming restricted under applicable securities or other local laws, or in certain other situations.
In the case of transactions involving cash in lieu amounts, the Authorized Participant must pay the cash equivalent of the Deposit Securities it would otherwise be required to provide through an
in-kind purchase, plus the same Cash Component required to be paid by an in-kind purchaser. If a purchase or redemption consists solely or partially of cash and the Fund
places a brokerage transaction for portfolio securities with a third party broker, an Authorized Participant or its affiliated broker-dealer, the broker or the Authorized Participant (or an affiliated broker-dealer of the Authorized Participant) may
be required, in its capacity as broker-dealer with respect to that transaction, to cover certain brokerage, tax, execution, and market impact costs through a brokerage execution guarantee.
Procedures for Creating Creation Units
To be eligible
to place orders with the Distributor and to create a Creation Unit of the Fund, an entity must be: (i) a Participating Party, i.e., a broker-dealer or other participant in the clearing process through the Continuous Net
Settlement System of the NSCC (the Clearing Process) or (ii) a DTC Participant, and must have executed an agreement with the
42
Distributor, with respect to creations and redemptions of Creation Units (Authorized Participant Agreement) (discussed below). A Participating Party or DTC Participant who has
executed an Authorized Participant Agreement is referred to as an Authorized Participant. All shares of the Fund, however created, will be entered on the records of DTC in the name of Cede & Co. for the account of a DTC
Participant.
Role of the Authorized Participant
Creation Units may be purchased only by or through a DTC Participant that has entered into an Authorized Participant Agreement with the Distributor. Such
Authorized Participant will agree, pursuant to the terms of such Authorized Participant Agreement and on behalf of itself or any investor on whose behalf it will act, to certain conditions, including that such Authorized Participant will make
available in advance of each purchase of shares an amount of cash sufficient to pay the Cash Component, once the net asset value of a Creation Unit is next determined after receipt of the purchase order in proper form, together with the transaction
fees described below. An Authorized Participant, acting on behalf of an investor, may require the investor to enter into an agreement with such Authorized Participant with respect to certain matters, including payment of the Cash Component.
Investors who are not Authorized Participants must make appropriate arrangements with an Authorized Participant. Investors should be aware that their particular broker may not be a DTC Participant or may not have executed an Authorized Participant
Agreement and that orders to purchase Creation Units may have to be placed by the investors broker through an Authorized Participant. As a result, purchase orders placed through a non-Authorized
Participant may result in additional charges to such investor. The Trust does not expect to enter into an Authorized Participant Agreement with more than a small number of DTC Participants. A list of current Authorized Participants may be obtained
from the Distributor. The Distributor and Transfer Agent have adopted guidelines regarding Authorized Participants transactions in Creation Units that are made available to all Authorized Participants. These guidelines set forth the processes
and standards for Authorized Participants to transact with the Distributor, Transfer Agent, and their agents in connection with creation and redemption transactions, as applicable.
Placement of Creation Orders
Fund Deposits must be
delivered through the Federal Reserve System (for cash and U.S. government securities), through DTC (for corporate and municipal securities) or through a central depository account, such as with Euroclear or DTC, maintained by the Custodian or a
subcustodian (a Central Depository Account). Any portion of a Fund Deposit that may not be delivered through the Federal Reserve System or DTC must be delivered through a Central Depository Account. The Fund Deposit transfers made
through DTC must be ordered by the DTC Participant in a timely fashion so as to ensure the delivery of the requisite number of Deposit Securities through DTC to the account of the Fund generally before 3:00 p.m., Eastern time on the Settlement Date.
Fund Deposit transfers made through the Federal Reserve System must be deposited by the participant institution in a timely fashion so as to ensure the delivery of the requisite number or amount of Deposit Securities or cash through the Federal
Reserve System to the account of the Fund generally before 3:00 p.m., Eastern time on the Settlement Date. Fund Deposit transfers made through a Central Depository Account must be completed pursuant to the requirements established by the Custodian
or subcustodian for such Central Depository Account generally before 2:00 p.m., Eastern time on the Settlement Date. The Settlement Date for all funds is generally the second business day after the Transmittal Date. All questions as to
the number of Deposit Securities to be delivered, and the validity, form and eligibility (including time of receipt) for the deposit of any tendered securities, will be determined by the Trust, whose determination shall be final and binding. The
amount of cash equal to the Cash Component must be transferred directly to the Custodian through the Federal Reserve Bank wire transfer system in a timely manner so as to be received by the Custodian generally before 3:00 p.m., Eastern time on the
Settlement Date. If the Cash Component and the Deposit Securities are not received by 3:00 p.m., Eastern time on the Settlement Date, the creation order may be canceled. Upon written notice to the Distributor, such canceled order may be resubmitted
the following Business Day using a Fund Deposit as newly constituted to reflect the then current NAV of the Fund. The delivery of Creation Units so created generally will occur no later than the second Business Day following the day on which the
purchase order is deemed received by the Distributor, provided that the relevant Fund Deposit has been received by the Fund prior to such time.
Purchase Orders
To initiate an order for a Creation
Unit, an Authorized Participant must submit to the Distributor or its agent an irrevocable order to purchase shares of the Fund, in proper form, by the Cutoff Time (as defined below). The Distributor or its agent will notify Janus Capital and
the Custodian of such order. The Custodian will then provide such information to any appropriate subcustodian. Procedures and requirements governing the delivery of the Fund Deposit are set forth in the procedures
43
handbook for Authorized Participants and may change from time to time. Investors, other than Authorized Participants, are responsible for making arrangements for a creation request to be made
through an Authorized Participant. The Distributor or its agent will provide a list of current Authorized Participants upon request. Those placing orders to purchase Creation Units through an Authorized Participant should allow sufficient time to
permit proper submission of the purchase order to the Distributor or its agent by the Cutoff Time (as defined below) on such Business Day.
The Authorized
Participant must also make available on or before the contractual settlement date, by means satisfactory to the Fund, immediately available or same day funds estimated by the Fund to be sufficient to pay the Cash Component next determined after
acceptance of the purchase order, together with the applicable purchase transaction fees. Any excess funds will be returned following settlement of the issue of the Creation Unit. Those placing orders should ascertain the deadline for cash transfers
by contacting the operations department of the broker or depositary institution effectuating the transfer of the Cash Component. This deadline is likely to be significantly earlier than the Cutoff Time of the Fund. Investors should be aware that an
Authorized Participant may require orders for purchases of shares placed with it to be in the particular form required by the individual Authorized Participant.
The Authorized Participant is responsible for any and all expenses and costs incurred by the Fund, including any applicable cash amounts, in connection with
any purchase order.
Timing of Submission of Purchase Orders
An Authorized Participant must submit an irrevocable order to purchase shares of the Fund generally before 3:00 p.m., Eastern time on any Business Day in
order to receive that days NAV. Notwithstanding the foregoing, the Fund may, but is not required to permit orders until 4:00 p.m., Eastern time, or until the market closes (in the event the Listing Exchange closes early). On days when the
Listing Exchange or bond markets close earlier than normal (or on days where the bond market is closed but the Listing Exchange is open), the Fund may require orders to create or redeem creation units to be placed earlier in the day. Creation Orders
must be transmitted by an Authorized Participant by telephone or other transmission method acceptable to the Distributor or its agent pursuant to procedures set forth in the Authorized Participant Agreement, as described below. Economic or market
disruptions or changes, or telephone or other communication failure, may impede the ability to reach the Distributor or its agent or an Authorized Participant. Orders to create shares of the Fund that are submitted on the Business Day immediately
preceding a holiday or a day (other than a weekend) when the equity markets in the relevant foreign market are closed may be charged the maximum additional charge for Creation Unit transactions as set forth in this SAI to account for transaction
costs incurred by the Fund. The Funds deadline specified above for the submission of purchase orders is referred to as the Funds Cutoff Time. The Distributor or its agent, in their discretion, may permit the submission of
such orders and requests by or through an Authorized Participant at any time (including on days on which the Listing Exchange is not open for business) via communication through the facilities of the Distributors or its Transfer Agents
proprietary website maintained for this purpose. Purchase orders and redemption requests, if accepted by the Trust, will be processed based on the NAV next determined after such acceptance. However, to account for transaction costs otherwise
incurred by the Fund, an Authorized Participant that submits an order to the Distributor after the Cutoff Time stated above, may be charged the maximum additional charge for Creation Unit transactions as set forth in this SAI.
Acceptance of Orders for Creation Units
Subject to the
conditions that (i) an irrevocable purchase order has been submitted by the Authorized Participant (either on its own or another investors behalf) and (ii) arrangements satisfactory to the Fund are in place for payment of the Cash
Component and any other cash amounts which may be due, the Fund will accept the order, subject to the Funds right (and the right of the Distributor and Janus Capital) to reject any order until acceptance, as set forth below.
Once the Fund has accepted an order, upon the next determination of the net asset value of the shares, the Fund will confirm the issuance of a Creation Unit,
against receipt of payment, at such net asset value. The Distributor or its agent will then transmit a confirmation of acceptance to the Authorized Participant that placed the order.
The Fund reserves the absolute right to reject or revoke a creation order transmitted to it by the Distributor or its agent if (i) the order is not in
proper form; (ii) the investor(s), upon obtaining the shares ordered, would own 80% or more of the currently outstanding shares of the Fund; (iii) the Deposit Securities delivered do not conform to the identity and number of shares
specified, as described above; (iv) acceptance of the Deposit Securities would have certain adverse tax consequences to the Fund; (v) acceptance of the Fund Deposit would, in the opinion of counsel, be unlawful; (vi) acceptance of the
Fund Deposit would, in the discretion of the Fund or Janus Capital, have an adverse effect on the Fund or the rights of beneficial owners; or
44
(vii) circumstances outside the control of the Fund, the Distributor or its agent and Janus Capital make it impracticable to process purchase orders. The Distributor or its agent shall
notify a prospective purchaser of a Creation Unit and/or the Authorized Participant acting on behalf of such purchaser of its rejection of such order. The Fund, Transfer Agent, subcustodian, and Distributor or their agents are under no duty,
however, to give notification of any defects or irregularities in the delivery of Fund Deposits nor shall any of them incur any liability for failure to give such notification.
Issuance of a Creation Unit
Except as provided herein,
a Creation Unit will not be issued until the transfer of good title to the Fund of the Deposit Securities and the payment of the Cash Component have been completed. When the subcustodian has confirmed to the custodian that the securities included in
the Fund Deposit (or the cash value thereof) have been delivered to the account of the relevant subcustodian or subcustodians, the Distributor or its agent and Janus Capital shall be notified of such delivery and the Fund will issue and cause the
delivery of the Creation Unit. Creation Units for the Fund typically are issued on a T+2 basis (i.e., two Business Days after trade date). However, as discussed in Regular Holidays, the Fund reserves the right to
settle Creation Unit transactions on a basis other than T+2 in order to accommodate foreign market holiday schedules, to account for different treatment among foreign and U.S. markets, as applicable, of dividend record dates and ex-dividend dates (i.e., the last day the holder of a security can sell the security and still receive dividends payable on the security) and in certain other circumstances.
To the extent contemplated by an Authorized Participants agreement with the Distributor, the Fund will issue Creation Units to such Authorized
Participant, notwithstanding the fact that the corresponding Fund Deposits have not been received in part or in whole, in reliance on the undertaking of the Authorized Participant to deliver the missing Deposit Securities as soon as possible, which
undertaking shall be secured by such Authorized Participants delivery and maintenance of collateral having a value at least equal to 105%, which percentage Janus Capital may change at any time, in its sole discretion, of the value of the
missing Deposit Securities in accordance with the Funds then-effective procedures. The only collateral that is acceptable to the Fund is cash in U.S. dollars. Such cash collateral must be delivered no later than 2:00 p.m., Eastern time on the
contractual settlement date. The cash collateral posted by the Authorized Participant may be invested at the risk of the Authorized Participant, and income, if any, on invested cash collateral will be paid to that Authorized Participant. Information
concerning the Funds current procedures for collateralization of missing Deposit Securities is available from the Distributor or its agent. The Authorized Participant Agreement will permit the Fund to buy the missing Deposit Securities at any
time and will subject the Authorized Participant to liability for any shortfall between the cost to the Fund of purchasing such securities and the cash collateral.
In certain cases, Authorized Participants may create and redeem Creation Units on the same trade date and in these instances, the Fund reserves the right to
settle these transactions on a net basis or require a representation from the Authorized Participants that the creation and redemption transactions are for separate beneficial owners. All questions as to the number of shares of each security in the
Deposit Securities and the validity, form, eligibility and acceptance for deposit of any securities to be delivered shall be determined by the Fund and the Funds determination shall be final and binding.
Costs Associated with Creation Transactions
A standard
creation transaction fee is imposed to offset the transfer and other transaction costs associated with the issuance of Creation Units. The standard creation transaction fee will be charged to the Authorized Participant on the day such Authorized
Participant creates a Creation Unit, and is the same, regardless of the number of Creation Units purchased by the Authorized Participant on the applicable Business Day. The Authorized Participant may also be required to cover certain brokerage, tax,
foreign exchange, execution, market impact and other costs and expenses related to the execution of trades resulting from such transaction. Authorized Participants will also bear the costs of transferring the Deposit Securities to the Fund. If a
purchase or redemption consists solely or partially of cash, the Authorized Participant may be required to pay an additional transaction charge (up to the maximum amounts shown in the table below) to cover brokerage and certain other costs related
to a creation or redemption transaction. Investors who use the services of a broker or other financial intermediary to acquire Fund shares may be charged a fee for such services.
45
The following table shows, as of the date of this SAI, the approximate value of one Creation Unit standard fees
and maximum additional charges for creations and redemptions (as described above):
|
|
|
|
|
|
|
|
|
Approximate
Value of a Creation
Unit
|
|
Creation
Unit Size**
|
|
Standard
Creation/
Redemption
Transaction
Fee
|
|
Maximum
Additional
Charge for
Creations*
|
|
Maximum
Additional
Charge for
Redemptions*
|
$1,300,000
|
|
25,000
|
|
$500
|
|
1.00%
|
|
1.00%
|
*
|
|
As a percentage of the net asset value per Creation Unit, inclusive, in the case of redemptions, of the standard redemption transaction fee.
|
**
|
|
Creation Units are a specified number of shares, at least 25,000, and generally multiples of 5,000 above 25,000. Janus Capital may modify the Creation Unit size with prior notification to the Funds Authorized
Participants.
|
In addition to the transaction fees listed above, the Fund may charge an additional variable fee for non-standard order and creations and redemptions in whole or partial cash to offset brokerage and impact expenses associated with the cash transaction. The variable transaction fee will be calculated based on
historical transaction cost data and Janus Capitals view of current market conditions; however, the actual variable fee charged for a given transaction may be lower or higher than the trading expenses incurred by the Fund with respect to that
transaction.
|
|
|
|
|
Variable Charge (as a percentage of the net
asset value per Creation Unit)
|
Janus Henderson Mortgage-Back Securities ETF
|
|
0.01%
|
Redemption of Creation Units
Shares of the Fund may be redeemed by Authorized Participants only in Creation Units at their NAV next determined after receipt of a redemption request in
proper form by the Transfer Agent or its agent and only on a Business Day. The Fund will not redeem shares in amounts less than Creation Units. There can be no assurance, however, that there will be sufficient liquidity in the secondary market at
any time to permit assembly of a Creation Unit. Investors should expect to incur brokerage and other costs in connection with assembling a sufficient number of shares to constitute a Creation Unit that could be redeemed by an Authorized
Participant. Beneficial owners also may sell shares in the secondary market.
The Fund generally redeems Creation Units
in-kind plus any Cash Amount due. Please see the following discussion summarizing the in-kind method for further information on redeeming Creation Units of the Fund.
Janus Capital will make available through the NSCC, prior to the opening of business on the Listing Exchange (currently 9:30 a.m. Eastern time) on each
Business Day, the designated portfolio of securities (including any portion of such securities for which cash may be substituted) that will be applicable (subject to possible amendment or correction) to redemption requests received in proper form
(as defined below) on that day (Fund Securities), and an amount of cash (the Cash Amount, as described below). Such Fund Securities and the corresponding Cash Amount (each subject to possible amendment or correction) are
applicable in order to effect redemptions of Creation Units of the Fund until such time as the next announced composition of the Fund Securities and Cash Amount is made available. Fund Securities received on redemption may not be identical to
Deposit Securities that are applicable to creations of Creation Units. Procedures and requirements governing redemption transactions are set forth in the handbook for Authorized Participants and may change from time to time.
The redemption proceeds for a Creation Unit generally consist of Fund Securities, plus the Cash Amount, which is an amount equal to the difference between the
net asset value of the shares being redeemed, as next determined after the receipt of a redemption request in proper form, and the value of Fund Securities, less a redemption transaction fee (as described below).
The Trust may, in its sole discretion, substitute a cash in lieu amount to replace any Fund Security. The Trust also reserves the right to permit
or require a cash in lieu amount in certain circumstances, including circumstances in which: (i) the delivery of a Fund Security to the Authorized Participant would be restricted under applicable securities or other local laws; or
(ii) the delivery of a Fund Security to the Authorized Participant would result in the disposition of the Fund Security by the Authorized Participant becoming restricted under applicable securities or other local laws, or in certain other
situations. The amount of cash paid out in such cases will be equivalent to the value of the substituted security listed as a Fund Security. In the event that the Fund Securities have a value greater than the NAV of the shares, a compensating cash
payment equal to the difference is required to be made by or through an Authorized Participant by the redeeming shareholder.
46
Cash Redemption Method
Although the Trust does not ordinarily permit partial or full cash redemptions of Creation Units of the Fund, when partial or full cash redemptions of Creation
Units are available or specified (Creation Units of the Fund are generally redeemed in-kind), they will be effected in essentially the same manner as in-kind redemptions
thereof. In the case of partial or full cash redemption, the Authorized Participant receives the cash equivalent of the Fund Securities it would otherwise receive through an in-kind redemption, plus the same
Cash Amount to be paid to an in-kind redeemer.
Costs Associated with Redemption Transactions
A standard redemption transaction fee is imposed to offset transfer and other transaction costs that may be incurred by the Fund. The standard redemption
transaction fee is charged to the Authorized Participant on the day such Authorized Participant redeems a Creation Unit, and is the same regardless of the number of Creation Units redeemed by an Authorized Participant on the applicable Business Day.
The Authorized Participant may also be required to cover certain brokerage, tax, foreign exchange, execution, market impact and other costs and expenses related to the execution of trades resulting from such transaction. Authorized Participants will
also bear the costs of transferring the Fund Securities from the Fund to their account on their order. Investors who use the services of a broker or other financial intermediary to dispose of Fund shares may be charged a fee for such services.
Placement of Redemption Orders
Redemption requests for
Creation Units of the Fund must be submitted to the Transfer Agent by or through an Authorized Participant. An Authorized Participant must submit an irrevocable request to redeem shares of the Fund generally before 3:00 p.m., Eastern time on
any Business Day, in order to receive that days NAV. On days when the Listing Exchange or bond markets close earlier than normal (or on days where the bond market is closed but the Listing Exchange is open), the Fund may require orders to
create or redeem creation units to be placed earlier in the day. Investors, other than Authorized Participants, are responsible for making arrangements for a redemption request to be made through an Authorized Participant. The Distributor or its
agent will provide a list of current Authorized Participants upon request.
The Authorized Participant must transmit the request for redemption in the form
required by the Fund to the Transfer Agent or its agent in accordance with procedures set forth in the Authorized Participant Agreement. Investors should be aware that their particular broker may not have executed an Authorized Participant Agreement
and that, therefore, requests to redeem Creation Units may have to be placed by the investors broker through an Authorized Participant who has executed an Authorized Participant Agreement. At any time, only a limited number of broker-dealers
will have an Authorized Participant Agreement in effect. Investors making a redemption request should be aware that such request must be in the form specified by such Authorized Participant. Investors making a request to redeem Creation Units should
allow sufficient time to permit proper submission of the request by an Authorized Participant and transfer of the shares to the Transfer Agent; such investors should allow for the additional time that may be required to effect redemptions through
their banks, brokers or other financial intermediaries if such intermediaries are not Authorized Participants.
A redemption request is considered to be in
proper form if (i) an Authorized Participant has transferred or caused to be transferred to the Transfer Agent the Creation Unit redeemed through the book-entry system of DTC so as to be effective by the Listing Exchange closing
time on the applicable Business Day, (ii) a request in form satisfactory to the Fund is received by the Transfer Agent or its agent from the Authorized Participant on behalf of itself or another redeeming investor within the time periods
specified above and (iii) all other procedures set forth in the Authorized Participant Agreement are properly followed. If the Transfer Agent does not receive the investors shares through DTCs facilities by 10:00 a.m., Eastern time
on the Business Day next following the day that the redemption request is received, the redemption request may be rejected. Investors should be aware that the deadline for such transfers of shares through the DTC system may be significantly earlier
than the close of business on the Listing Exchange. Those making redemption requests should ascertain the deadline applicable to transfers of shares through the DTC system by contacting the operations department of the broker or depositary
institution effecting the transfer of the shares.
Upon receiving a redemption request, the Transfer Agent or its agent shall notify the Fund of such
redemption request. The tender of an investors shares for redemption and the distribution of the securities and/or cash included in the redemption payment made in respect of Creation Units redeemed will be made through DTC and the relevant
Authorized Participant to the Beneficial Owner thereof as recorded on the book-entry system of DTC or the DTC Participant through which such investor holds, as the case may be, or by such other means specified by the Authorized Participant
submitting the redemption request.
47
A redeeming Beneficial Owner or Authorized Participant acting on behalf of such Beneficial Owner must
maintain appropriate security arrangements with a qualified broker-dealer, bank or other custody providers in each jurisdiction in which any of the portfolio securities are customarily traded, to which account such portfolio securities will be
delivered.
Deliveries of redemption proceeds by the Fund generally will be made within two Business Days (i.e., T+2). Further, as
discussed in Regular Holidays, the Fund reserves the right to settle redemption transactions and deliver redemption proceeds on another basis to accommodate foreign market holiday schedules, to account for different treatment among
foreign and U.S. markets of dividend record dates and dividend ex-dates (i.e., the last date the holder of a security can sell the security and still receive dividends payable on the security sold) and
in certain other circumstances. Regular Holidays identifies the instances, if any, where more than seven days would be needed to deliver redemption proceeds. Pursuant to an order of the SEC, the Trust will make delivery of redemption
proceeds within the number of days stated in Regular Holidays to be the maximum number of days necessary to deliver redemption proceeds.
If
neither the redeeming Beneficial Owner nor the Authorized Participant acting on behalf of such redeeming Beneficial Owner has appropriate arrangements to take delivery of Fund Securities in the applicable foreign jurisdiction and it is not possible
to make other such arrangements, or if it is not possible to effect deliveries of Fund Securities in such jurisdiction, the Fund may in its discretion exercise the option to redeem such shares in cash, and the redeeming Beneficial Owner will be
required to receive its redemption proceeds in cash. In such case, the investor will receive a cash payment equal to the net asset value of its shares based on the NAV of the Fund next determined after the redemption request is received in proper
form (minus a redemption transaction fee and additional charges specified above, to offset the Funds brokerage and other transaction costs associated with the disposition of Fund Securities). Redemptions of shares for Fund Securities will be
subject to compliance with applicable U.S. federal and state securities laws and the Fund (whether or not it otherwise permits cash redemptions) reserves the right to redeem Creation Units for cash to the extent that the Fund cannot lawfully deliver
specific Fund Securities upon redemptions or cannot do so without first registering the Fund Securities under such laws.
Although the Trust does not
ordinarily permit cash redemptions of Creation Units in the event that cash redemptions are permitted or required by the Trust, proceeds will be paid to the Authorized Participant redeeming shares as soon as practicable after the date of redemption
(within seven calendar days thereafter, except for the instances listed in Regular Holidays in which more than seven calendar days would be needed).
To the extent contemplated by an Authorized Participants agreement with the Distributor or its agent, in the event an Authorized Participant has
submitted a redemption request in proper form but is unable to transfer all or part of the Creation Unit to be redeemed to the Fund, at or prior to 10:00 a.m., Eastern time on the Listing Exchange business day after the date of submission of such
redemption request, the Transfer Agent or its agent will accept the redemption request in reliance on the undertaking by the Authorized Participant to deliver the missing shares as soon as possible. Such undertaking shall be secured by the
Authorized Participants delivery and maintenance of collateral consisting of cash, in U.S. dollars in immediately available funds, having a value at least equal to 105%, which percentage Janus Capital may change at any time, in its sole
discretion, of the value of the missing shares. Such cash collateral must be delivered no later than 10:00 a.m., Eastern time on the day after the date of submission of such redemption request and shall be held by the Custodian and marked-to-market daily. The fees of the Custodian and any subcustodians in respect of the delivery, maintenance and redelivery of the cash collateral shall be payable by the
Authorized Participant. The cash collateral posted by the Authorized Participant may be invested at the risk of the Authorized Participant, and income, if any, on invested cash collateral will be paid to that Authorized Participant. The Authorized
Participant Agreement permits the Fund to acquire shares of the Fund at any time and subjects the Authorized Participant to liability for any shortfall between the aggregate of the cost to the Fund of purchasing such shares, plus the value of the
Cash Amount, and the value of the cash collateral.
Because the portfolio securities of the Fund may trade on exchange(s) on days that the Listing Exchange
is closed or are otherwise not Business Days for the Fund, shareholders may not be able to redeem their shares of the Fund, or purchase or sell shares of the Fund on the Listing Exchange on days when the NAV of the Fund could be significantly
affected by events in the relevant foreign markets.
The right of redemption may be suspended or the date of payment postponed with respect to the Fund:
(i) for any period during which the Listing Exchange is closed (other than customary weekend and holiday closings); (ii) for any period during which trading on the Listing Exchange is suspended or restricted; (iii) for any period during
which an emergency exists as a result of
48
which disposal of the shares of the Funds portfolio securities or determination of its net asset value is not reasonably practicable; or (iv) in such other circumstance as is permitted
by the SEC.
Taxation on Creations and Redemptions of Creation Units
An Authorized Participant generally will recognize either gain or loss upon the exchange of Deposit Securities for Creation Units. This gain or loss is
calculated by taking the market value of the Creation Units purchased (plus any cash received by the Authorized Participant as part of the issue) over the Authorized Participants aggregate basis in the Deposit Securities exchanged therefor
(plus any cash paid by the Authorized Participant as part of the issue). An Authorized Participant who exchanges Creation Units for Deposit Securities generally will recognize a gain or loss equal to the difference between the Authorized
Participants basis in the Creation Units (plus any cash paid by the Authorized Participant as part of the redemption) and the aggregate market value of the Deposit Securities (plus any cash received by the Authorized Participant as part of the
redemption). However, the IRS may apply the wash sales rules to determine that any loss realized upon the exchange of Deposit Securities for Creation Units is not currently deductible. Authorized Participants should consult their own tax advisors.
Current U.S. federal tax laws dictate that capital gain or loss realized from the redemption of Creation Units will generally create long-term capital
gain or loss if the Authorized Participant holds the Creation Units for more than one year, or short-term capital gain or loss if the Creation Units were held for one year or less, if the Creation Units are held as capital assets.
Regular Holidays
For every occurrence of one or more
intervening holidays in the applicable foreign market or U.S. bond market that are not holidays observed in the U.S. equity market, the redemption settlement cycle will be extended by the number of such intervening holidays. In addition to holidays,
other unforeseeable closings in a foreign market or U.S. bond market due to emergencies may also prevent the Trust from delivering securities within the normal settlement period.
The securities delivery cycles currently practicable for transferring portfolio securities to redeeming investors, coupled with foreign market or U.S. bond
market holiday schedules, will require a delivery process longer than seven calendar days, in certain circumstances. The holidays applicable to the Fund during such periods are listed below, as are instances where more than seven days will be needed
to deliver redemption proceeds. Although certain holidays may occur on different dates in subsequent years, the number of days required to deliver redemption proceeds in any given year is not expected to exceed the maximum number of days listed
below for the Fund. The proclamation of new holidays, the treatment by market participants of certain days as informal holidays (e.g., days on which no or limited securities transactions occur, as a result of substantially
shortened trading hours), the elimination of existing holidays, or changes in local securities delivery practices, could affect the information set forth herein at some time in the future.
In calendar year 2020, the dates of U.S. regular holidays affecting the relevant securities markets in which a Fund invests are as follows (please note these
holiday schedules are subject to potential changes in the relevant securities markets):
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2020
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January 1
January 20
February 17
April 10
May 25
July 3
September 7
November 26
December 25
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49
SECURITIES LENDING
The Fund may seek to earn additional income through lending their securities to certain qualified broker-dealers and institutions. JPMorgan Chase Bank, N.A.
acts as securities lending agent and a limited purpose custodian or subcustodian to receive and disburse cash balances and collateral, hold short-term investments, hold collateral, and perform other custodian functions in accordance with the Non
Custodial Securities Lending Agreement (Lending Agreement). In addition, The Bank of New York Mellon may act as a limited purpose subcustodian in connection with certain reverse repurchase transactions completed in connection with the
Lending Agreement.
The Fund did not engage in securities lending activity during its last fiscal year.
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INCOME DIVIDENDS, CAPITAL
GAINS DISTRIBUTIONS, AND TAX STATUS
The following is intended to be a general summary of certain U.S. federal income tax consequences of investing in the Fund. It is not intended to be a complete
discussion of all such federal income tax consequences, nor does it purport to deal with all categories of investors. This discussion reflects applicable tax laws of the United States as of the date of this SAI. However, tax laws may change or be
subject to new interpretation by the courts or the Internal Revenue Service (the IRS), possibly with retroactive effect. Investors are therefore advised to consult with their own tax advisers before making an investment in the Fund.
Dividends from net investment income are generally declared and distributed to shareholders monthly. It is a policy of the Fund to make distributions of any
realized net capital gains at least annually. Any net capital gains realized during each fiscal year are normally declared and payable to shareholders in December but, if necessary, may be distributed at other times as well.
Fund Taxation
The Fund intends to qualify as a
regulated investment company by satisfying certain requirements prescribed by Subchapter M of the Internal Revenue Code. If the Fund failed to qualify as a regulated investment company in any taxable year, the Fund may be subject to federal income
tax on its taxable income at the applicable corporate income tax rate. In addition, all distributions from earnings and profits, including any distributions of net tax-exempt income and net long-term capital
gains, would generally be taxable to shareholders as ordinary income but may, at least in part, qualify for the dividends-received deduction applicable to corporations or the reduced rate of taxation applicable to noncorporate holders for
qualified dividend income. In addition, the Fund could be required to recognize unrealized gains, pay taxes and interest, and make distributions before requalifying as a regulated investment company that is accorded special federal
income tax treatment.
A federal excise tax at the rate of 4% will be imposed on the excess, if any, of the Funds required distribution
over actual distributions in any calendar year. Generally, the required distribution is 98% of the Funds ordinary income for the calendar year plus 98.2% of its capital gain net income recognized during the one-year period ending on October 31 plus undistributed amounts from prior years. The Fund intends to make distributions sufficient to avoid imposition of the excise tax.
Certain transactions involving short sales, futures, options, swap agreements, hedged investments, and other similar transactions, if any, may be subject to
special provisions of the Internal Revenue Code that, among other things, may affect the character, amount, and timing of distributions to shareholders. The Fund will monitor its transactions and may make certain tax elections where applicable in
order to mitigate the effect of these provisions, if possible. In certain circumstances, the Fund may be required to accrue income on an investment prior to the receipt of the corresponding cash payments. However, the Fund must distribute, at least
annually, all or substantially all of its investment company taxable income (determined without regard to the deduction for dividends paid), including such accrued income, to avoid federal income and excise taxes. In certain cases, the Fund may have
to distribute cash obtained from other sources in order to satisfy the distribution requirements under the Internal Revenue Code. Therefore, the Fund may have to dispose of its portfolio securities under disadvantageous circumstances to generate
cash, or may have to leverage itself by borrowing the cash, to satisfy these distribution requirements.
The Fund may acquire market discount bonds. A
market discount bond is a security acquired in the secondary market at a price below its redemption value (or its adjusted issue price if it is also an original issue discount bond). If the Fund invests in a market discount bond, it generally will
be required to treat any gain recognized on the disposition of such market discount bond as ordinary income (instead of capital gain) to the extent of the accrued market discount, unless the Fund elects to include the market discount in income as it
accrues.
The Fund may purchase securities of certain foreign corporations considered to be passive foreign investment companies under the Internal Revenue
Code. In order to avoid taxes and interest that must be paid by the Fund, the Fund may make various elections permitted by the tax laws. However, these elections could require that the Fund recognize taxable income, which in turn must be distributed
even though the Fund may not have received any income upon such an event.
Some foreign securities purchased by the Fund may be subject to foreign taxes
which could reduce the yield on such securities. If the amount of foreign taxes is significant in a particular year and the Fund qualifies under Section 853 of the Internal Revenue Code, the Fund may elect to pass through such taxes to
shareholders. If the Fund makes such an election, foreign taxes paid by the Fund will be reported to shareholders as income and shareholders may claim either a foreign tax credit or deduction for such taxes, subject to certain limitations. If such
election is not made by the Fund, any foreign taxes paid or accrued will represent an expense to the Fund, which will reduce its investment company taxable income.
51
Under the Internal Revenue Code, gains or losses attributable to fluctuations in exchange rates which occur
between the time the Fund accrues income or receivables or accrues expenses or other liabilities denominated in a foreign currency and the time the Fund actually collects such income or pays such liabilities generally are treated as ordinary income
or loss. Similarly, on disposition of debt securities denominated in a foreign currency and on disposition of certain other instruments, gains or losses attributable to fluctuations in the value of the foreign currency between the date of
acquisition of the security or contract and the date of disposition also may be treated as ordinary gain or loss. These gains and losses, referred to under the Internal Revenue Code as Section 988 gains or losses, may increase or
decrease the amount of the Funds investment company taxable income to be distributed to its shareholders as ordinary income.
The application of
certain requirements for qualification as a regulated investment company and the application of certain other federal income tax rules may be unclear in some respects in connection with investments in certain derivatives and other investments. As a
result, the Fund may be required to limit the extent to which it invests in such investments and it is also possible that the IRS may not agree with the Funds treatment of such investments. In addition, the tax treatment of derivatives and
certain other investments may be affected by future legislation, treasury regulations, and guidance issued by the IRS (which could apply retroactively) that could affect the timing, character, and amount of the Funds income and gains and
distributions to shareholders, affect whether the Fund has made sufficient distributions and otherwise satisfied the requirements to maintain its qualification as a regulated investment company and avoid federal income and excise taxes, or limit the
extent to which the Fund may invest in certain derivatives and other investments in the future.
Generally, the character of the income or capital gains
that the Fund receives from another investment company will pass through to the Funds shareholders as long as the Fund and the other investment company each qualify as regulated investment companies. However, to the extent that another
investment company that qualifies as a regulated investment company realizes net losses on its investments for a given taxable year, the Fund will not be able to recognize its share of those losses until it disposes of shares of such investment
company. Moreover, even when the Fund does make such a disposition, a portion of its loss may be recognized as a long-term capital loss, which will not be treated as favorably for federal income tax purposes as an ordinary deduction. In particular,
the Fund will not be able to offset any capital losses from its dispositions of shares of other investment companies against its ordinary income. As a result of the foregoing rules, and certain other special rules, it is possible that the amounts of
net investment income and net capital gains that the Fund will be required to distribute will be greater than such amounts would have been had the Fund invested directly in the securities held by the investment companies in which it invests, rather
than investing in shares of the investment companies. For similar reasons, the character of distributions from the Fund (e.g., long-term capital gain, qualified dividend income, etc.) will not necessarily be the same as it would have been had the
Fund invested directly in the securities held by the investment companies in which it invests.
Shareholder Taxation
Shareholders will be subject to federal income taxes on distributions made by the Fund whether received in cash or additional shares of the Fund. Distributions
from the Funds net investment income (which includes dividends, interest, net short-term capital gains, and net gains from foreign currency transactions), if any, generally are taxable to shareholders as ordinary income, unless such
distributions are attributable to qualified dividend income eligible for the reduced federal income tax rates applicable to long-term capital gains, provided certain holding period and other requirements are satisfied. Dividends received
from REITs, certain foreign corporations, and income received in lieu of dividends in a securities lending transaction generally will not constitute qualified dividend income. Because the income of the Fund is primarily derived from
investments earning interest rather than dividend income, generally none or only a small portion of the income dividends paid by the Fund is anticipated to be qualified dividend income. Distributions of the Funds net capital gains (the excess
of net long-term capital gains over net short-term capital losses), if any, are taxable as long-term capital gains, regardless of how long shares of the Fund were held. Long-term capital gains are taxable to noncorporate investors at a maximum
federal income tax rate of 20%. Dividends paid by the Fund may also qualify in part for the 50% dividends-received deduction available to corporate shareholders, provided that certain holding period and other requirements under the Internal Revenue
Code are satisfied. Generally, however, dividends received from most REITs, on stocks of foreign issuers, and income received in lieu of dividends in a securities lending transaction are not eligible for the dividends-received deduction
when distributed to the Funds corporate shareholders. Distributions from the Fund may also be subject to foreign, state, and local income taxes. Please consult a tax adviser regarding the tax consequences of Fund distributions and to determine
whether you will need to file a tax return.
No dividend reinvestment service is provided by the Trust. Financial intermediaries may make available
the DTC book-entry Dividend Reinvestment Service for use by beneficial owners of Fund shares for reinvestment of their dividend distributions.
52
Beneficial owners should contact their financial intermediary to determine the availability and costs of the service and the details of participation therein. Financial intermediaries may require
beneficial owners to adhere to specific procedures and timetables. If this service is available and used, dividend distributions of both income and net capital gains will be automatically reinvested in additional whole shares of the Fund purchased
in the secondary market.
Distributions declared by the Fund during October, November, or December to shareholders of record during such month and paid by
January 31 of the following year will be taxable in the year they are declared, rather than the year in which they are received. The Fund will notify its shareholders each year of the amount and type of dividends and distributions it paid.
Gain or loss realized upon a redemption or other disposition (such as an exchange) of shares of the Fund by a shareholder will generally be treated as
long-term capital gain or loss if the shares have been held for more than one year and, if not held for such period, as short-term capital gain or loss. Any loss on the sale or exchange of shares held for six months or less will be treated as a
long-term capital loss to the extent of any capital gain distributions paid to the shareholder with respect to such shares. Any loss a shareholder realizes on a sale or exchange of shares of the Fund will be disallowed if the shareholder acquires
other shares of the Fund (whether through the automatic reinvestment of dividends or otherwise) or substantially identical stock or securities within a 61-day period beginning 30 days before and ending 30 days
after the shareholders sale or exchange of the shares. In such case, the shareholders tax basis in the shares acquired will be adjusted to reflect the disallowed loss. Capital losses may be subject to limitations on their use by a
shareholder.
When a shareholder opens an account, IRS regulations require that the shareholder provide a taxpayer identification number (TIN),
certify that it is correct, and certify that he, she, or it is not subject to backup withholding. If a shareholder fails to provide a TIN or the proper tax certifications, the Fund is required to withhold 24% of all distributions (including
dividends and capital gain distributions) and redemption proceeds paid to the shareholder. The Fund is also required to begin backup withholding on an account if the IRS instructs it to do so. Amounts withheld may be applied to the
shareholders federal income tax liability and the shareholder may obtain a refund from the IRS if withholding results in an overpayment of federal income tax for such year.
An additional 3.8% Medicare tax is imposed on certain net investment income (including ordinary dividends and capital gain distributions received from the Fund
and net gains from redemptions or other taxable dispositions of Fund shares) of U.S. individuals, estates and trusts to the extent that such persons modified adjusted gross income (in the case of an individual) or
adjusted gross income (in the case of an estate or trust) exceeds a threshold amount.
The foregoing discussion relates solely to
U.S. federal income tax law as applied to U.S. investors.
Non-U.S. Investors
Non-U.S. investors (shareholders who, as to the U.S., are nonresident alien individuals, foreign trusts or estates,
foreign corporations, or foreign partnerships) may be subject to U.S. withholding and estate tax and are subject to special U.S. tax certification requirements. Non-U.S. investors should consult their tax
advisors about the applicability of U.S. tax withholding and the use of the appropriate forms to certify their status.
In general. Non-U.S. investors may be subject to U.S. withholding tax at a 30% or lower treaty rate and U.S. estate tax and are subject to special U.S. tax certification requirements to avoid backup withholding and claim any
treaty benefits. Exemptions from U.S. withholding tax are provided for certain capital gain dividends paid by a Fund from net long-term capital gains, interest-related dividends and short-term capital gain dividends, if such amounts are reported by
a Fund. However, notwithstanding such exemptions from U.S. withholding at the source, any such dividends and distributions of income and capital gains will be subject to backup withholding at a rate of 24% if you fail to properly certify that you
are not a U.S. person.
Foreign Account Tax Compliance Act (FATCA). Under FATCA, a 30% withholding tax is imposed on
income dividends made by the Fund to certain foreign entities, referred to as foreign financial institutions or nonfinancial foreign entities, that fail to comply (or be deemed compliant) with extensive reporting and withholding requirements
designed to inform the U.S. Department of the Treasury of U.S.-owned foreign investment accounts. After December 31, 2018, FATCA withholding also would have applied to certain capital gain distributions, return of capital distributions and the
proceeds arising from the sale of Fund shares; however, based on proposed regulations recently issued by the IRS which can be relied on currently, such withholding is no longer required unless final regulations provide otherwise (which is not
expected). A Fund may disclose the information that it receives from its shareholders to the IRS, non-U.S. taxing authorities or other parties as necessary to comply with FATCA or similar laws. Withholding also may be required if a foreign entity
that is a shareholder of the Fund fails to provide the Fund with appropriate certifications or other documentation concerning its status under FATCA.
53
TRUSTEES AND OFFICERS
The following are the Trustees and officers of the Trust together with a brief description of their principal occupations during the last five years (principal
occupations for certain Trustees may include periods over five years).
Each Trustee has served in that capacity since he or she was originally elected or
appointed. The Trustees do not serve a specified term of office. Each Trustee will hold office until the termination of the Trust or his or her earlier death, resignation, retirement, incapacity, or removal. Under the Funds Governance
Procedures and Guidelines, the policy is for Trustees to retire no later than the end of the calendar year in which the Trustee turns 75. The Trustees review the Funds Governance Procedures and Guidelines from time to time and may make changes
they deem appropriate. The Funds Nominating and Governance Committee will consider nominees for the position of Trustee recommended by shareholders. Shareholders may submit the name of a candidate for consideration by the Committee by
submitting their recommendations to the Trusts Secretary. Each Trustee is currently a Trustee of one other registered investment company advised by Janus Capital: Clayton Street Trust. As of the date of this SAI, collectively, the two
registered investment companies consist of 10 series or funds. The Trusts officers are elected annually by the Trustees for a one-year term. Certain officers also serve as officers of Clayton Street
Trust. Certain officers of the Funds may also be officers and/or directors of Janus Capital. Except as otherwise disclosed, Fund officers receive no compensation from the Funds.
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TRUSTEES
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Name, Address,
and Age
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Positions
Held with
the Trust
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Length of
Time Served
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Principal Occupations
During the Past Five Years
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Number of
Portfolios/Funds
in Fund Complex
Overseen by
Trustee*
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Other Directorships
Held by Trustee
During the Past Five
Years
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Independent Trustees
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Clifford J.
Weber
151 Detroit Street
Denver, CO 80206
DOB: 1963
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Chairman
Trustee
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2/16-Present
2/16-Present
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Owner, Financial Products Consulting Group LLC (consulting services to financial institutions) (since 2015). Formerly, Executive Vice President of Global Index and Exchange-Traded Products,
NYSE Market, Inc., a subsidiary of Intercontinental Exchange (ETF/ETP listing exchange) (2013-2015).
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10
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Independent Trustee, Clough Funds Trust (investment
company) (since 2015), Chairman, Clough Funds Trust (since 2017), Independent Trustee, Clough Dividend and Income Fund (closed-end fund) (since 2017), Independent Trustee, Clough Global Opportunities Fund (closed-end fund) (since 2017), Independent
Trustee, Clough Global Equity Fund (closed-end fund) (since 2017), Independent Trustee, Elevation ETF Trust (investment company) (2016-2018), Chairman, Elevation ETF Trust (2016-2018), and Independent Trustee, Global X Funds (investment company)
(since 2018).
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TRUSTEES
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Name, Address,
and Age
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Positions
Held with
the Trust
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Length of
Time Served
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Principal Occupations
During the Past Five Years
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Number of
Portfolios/Funds
in Fund Complex
Overseen by
Trustee*
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Other Directorships
Held by Trustee
During the Past Five
Years
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Maureen T.
Upton
151 Detroit Street
Denver, CO 80206
DOB: 1965
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Trustee
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2/16-Present
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Principal, Maureen Upton Ltd. (consulting services to developers of major infrastructure projects and investors) (since 2017). Formerly, Principal Consultant, SRK Consulting (U.S.), Inc.
(consulting services to global mining, energy and water resource industries) (2015-2017) and Founder and Principal, Resource Initiatives LLC (sustainability consulting firm) (2006-2015).
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10
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Director, Restoring Connections (non profit organization) (since 2019).
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Jeffrey B.
Weeden
151 Detroit Street
Denver, CO 80206
DOB: 1956
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Trustee
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2/16-Present
|
|
Senior Advisor, Bay Boston Capital LP (investment fund in finance companies, banks and bank holdings companies) (since 2015). Formerly, Management Advisor, BoxCast, Inc. (technology start-up
company) (2014-2017).
|
|
10
|
|
Director, State Farm Bank (banking) (since 2014).
|
Interested Trustee
|
Richard C.
Hoge**
151 Detroit Street
Denver, CO 80206
DOB: 1966
|
|
Trustee
|
|
1/20-Present
|
|
Chief Operating Officer Exchange Traded Products, Janus Henderson Investors (since 2014);
Registered Representative, Janus Henderson Distributors (broker dealer) (since 2014).
|
|
10
|
|
Director, Velocity Capital Long Short Volatility
Fund (hedge fund) (2012-2016).
|
*
|
|
In addition to the Trust, which is comprised of seven series, each Trustee also serves as a trustee to the Clayton Street Trust, which is an affiliated registered investment company currently comprised of three
portfolios.
|
**
|
|
Richard C. Hoge is an Interested Trustee because of his employment with Janus Henderson Investors.
|
55
|
|
|
|
|
|
|
OFFICERS
|
Name, Address,
and Age
|
|
Positions Held with the Trust
|
|
Term of
Office* and
Length of
Time Served
|
|
Principal Occupations
During the Past Five Years
|
Bruce L.
Koepfgen
151 Detroit Street
Denver, CO 80206
DOB: 1952
|
|
President and Chief Executive Officer
|
|
2/16-Present
|
|
Head of North America at Janus Henderson Investors
(since 2017), President and Head of North America at Janus Capital Management LLC (since 2013 and 2017, respectively), Executive Vice President and Head of North America at Janus Distributors LLC (since 2011 and 2019, respectively), Vice President
and Director at Intech Investment Management LLC (since 2012), and Executive Vice President at Perkins Investment Management LLC (since 2011). Formerly, Executive Vice President at Janus Capital Group Inc. (2011-2019), and Director at Perkins
Investment Management LLC (2011-2019).
|
Susan K.
Wold
151 Detroit Street
Denver, CO 80206
DOB: 1960
|
|
Vice President, Chief Compliance Officer, and Anti- Money Laundering Officer
|
|
9/17-Present
|
|
Head of Compliance North America for Janus Henderson Investors (since September 2017); Formerly Senior Vice President, Head of Global
Corporate Compliance, and Chief Compliance Officer for Janus Capital Management LLC (May 2017-September 2017); Vice President, Compliance at Janus Capital Group and Janus Capital Management LLC (2005-2017).
|
Jesper
Nergaard
151 Detroit Street
Denver, CO 80206
DOB: 1962
|
|
Vice President, Chief Financial Officer, Treasurer, and Principal Accounting Officer
|
|
2/16-Present
|
|
Head of U.S. Fund Administration, Janus Henderson
Investors.
|
Byron D.
Hittle
151 Detroit Street
Denver, CO 80206
DOB: 1974
|
|
Vice President, Secretary and Chief Legal Officer
|
|
7/18-Present
|
|
Managing Counsel of Janus Henderson Investors (2017-present); Assistant Vice President and Senior Legal Counsel Janus Capital Management LLC (2012-2016).
|
*
|
Officers are elected at least annually by the Trustees for a one-year
term and may also be elected from time to time by the Trustees for an interim period.
|
The Boards Nominating and Governance
Committee is responsible for identifying and recommending candidates for nomination or election by the Board based on a variety of diverse criteria. In its most recent evaluation of the qualifications of each Trustee as part of the Boards
annual self-evaluation process and in connection with the assessment of a recommended candidate prior to the appointment of a new Trustee effective January 15, 2020, the Committee and the Board considered the totality of the information available to
them, including the specific experience, qualifications, attributes or skills, as noted below, that each of the Trustees should serve as members of the Board of Trustees based on the Trusts business structure. In reaching these conclusions,
the Committee and the Board, in the exercise of their reasonable business judgment, evaluated each Trustee based on his or her specific experience, qualifications, attributes and/or skills on an individual basis and in combination with the other
Trustees, none of which by itself was considered dispositive. Each member is listed below.
56
Richard C. Hoge: Service as COO of Exchange Traded Products at Janus Henderson Investors,
service as a registered representative of Janus Henderson Distributors, experience as a senior executive in the financial services industry, including as co-founder and chief compliance officer of a financial services firm, and employment at a
federal regulatory agency.
Maureen T. Upton: Service as a consultant to global mining, energy and water resource industries,
founder of sustainability consultancy, director of public affairs of a NYSE-listed mining corporation, and experience with the financial services industry.
Clifford J. Weber: Service as a senior executive of stock exchanges with responsibilities including exchange-traded fund and
exchange-traded product issues, experience with the structure and operations of exchange-traded funds, experience with secondary market transactions involving exchange-traded funds, and service as a mutual fund independent director.
Jeffrey B. Weeden: Service as a senior executive and CFO of NYSE-listed financial services companies, and as a director of a bank.
General Information Regarding the Board of Trustees and Leadership Structure
The Trust is governed by the Board of Trustees, which is responsible for and oversees the management and operations of the Trust and the Fund on behalf of Fund
shareholders. A majority of the Board is considered Independent of Janus Capital and the Distributor. The Boards Chair is also an Independent Trustee and each Committee is comprised solely of Independent Trustees. The Boards
responsibilities include, but are not limited to, oversight of the Funds officers and service providers, including Janus Capital, which is responsible for the Trusts
day-to-day operations. The Trustees approve all of the agreements entered into with the Funds service providers, including the investment management agreements
with Janus Capital and distribution agreement with ALPS. The Trustees are also responsible for determining or changing the Funds investment objective(s), policies, and available investment techniques, as well as for overseeing the Funds
Chief Compliance Officer. In carrying out these responsibilities, the Trustees are assisted by the Trusts independent auditor (who reports directly to the Trusts Audit Committee) and independent counsel, each of whom is selected by the
Trustees. The Trustees also may engage specialists or consultants from time to time to assist them in fulfilling their responsibilities. The Trustees also meet regularly without representatives of Janus Capital or its affiliates present.
The Trustees discharge their responsibilities collectively as a Board, as well as through Board committees, each of which operates pursuant to a Board-approved
charter that delineates the specific responsibilities of that committee. For example, the Board will oversee the annual process by which the Board will consider for approval the renewal of the Funds investment advisory agreement with Janus
Capital. Specific matters may be delegated to a committee, such as oversight of the Funds independent auditor, which has been delegated by the Board to its Audit and Pricing Committee, subject to approval of the Audit Committees
recommendations by the Board. The members and responsibilities of each Board committee are summarized below. In addition to serving on certain committees, the Chair of the Board (Board Chair) is responsible for presiding at all meetings
of the Board, and has other duties as may be assigned by the Trustees from time to time. The Board Chair also serves as the Boards liaison to Janus Capital with respect to all matters related to the Fund that are not otherwise delegated to the
chair of a Board committee. The Board has determined that this leadership structure is appropriate based on (1) experience of the Chair with stock exchanges and exchange-traded funds; (2) the distribution model of the Fund, (3) that
the Fund and Trust had not yet commenced operations as of the date of the Boards formation, and (4) the responsibilities entrusted to Janus Capital to oversee the Trusts day-to-day operations.
57
Committees of the Board
The Board of Trustees has two standing committees that each performs specialized functions: an Audit and Pricing Committee and Nominating and Governance
Committee. The table below shows the committee members. Each committee is comprised entirely of Independent Trustees. Information about each committees functions is provided in the following table:
|
|
|
|
|
|
|
|
|
Summary of Functions
|
|
Members
(Independent Trustees)
|
|
Number of Meetings held
during Last Fiscal Year
Ended
October 31, 2019
|
Audit and Pricing Committee
|
|
Reviews the financial reporting process, the system of internal controls over financial reporting, disclosure controls and procedures, and
the audit process. The Committees review of the audit process includes, among other things, the appointment, compensation, and oversight of the Trusts independent auditor and preapproval of all audit and nonaudit services.
Determines a fair value of restricted and other securities for which market quotations
are not readily available or are deemed not to be reliable, pursuant to procedures adopted by the Trustees and reviews other matters related to the pricing of securities.
|
|
Jeffrey B. Weeden (Chair)
Maureen T. Upton
Clifford J. Weber
|
|
5
|
|
|
|
|
Nominating and Governance Committee
|
|
Identifies and recommends individuals for election as Trustee, consults with Management in planning Trustee meetings, and oversees the administration of, and ensures compliance with, the Trusts Governance Procedures and
Guidelines, which includes review of proposed changes to Trustee compensation.
|
|
Maureen T. Upton (Chair)
Clifford J. Weber
Jeffrey B. Weeden
|
|
4
|
Board Oversight of Risk Management
Janus Capital, as part of its responsibilities for the day-to-day operations of
the Fund, is responsible for day-to-day risk management. The Board, as part of its overall oversight responsibilities for the Funds operations, oversees Janus
Capitals risk management efforts with respect to the Fund. The Board, in the exercise of its reasonable business judgment, also separately considers potential risks that may impact the Fund. Information considered by the Board is provided by
Janus Capital and the Funds service providers, as deemed appropriate from time to time. As the Fund begins to have a performance history, the Board and its Committees will have an opportunity to analyze the risks of the Fund and request
information they deem appropriate. The Audit and Pricing Committee will consider valuation risk as part of its regular oversight responsibilities as well as enterprise risk. The Board also may be apprised of particular risk management matters in
connection with its general oversight and approval of various Fund matters brought before the Board. The Board has appointed a Chief Compliance Officer for the Fund (Fund CCO) who reports directly to the Board. The Fund CCO, who also
serves as Chief Compliance Officer of other Janus Henderson funds, will discuss relevant risk issues that may impact the Janus Henderson funds and/or Janus Capitals services to the funds, and will also discuss matters related to the
Funds compliance policies and procedures.
58
Additional Information About Trustees
Under the Trusts Governance Procedures and Guidelines, the Trustees are expected to make efforts to invest in one or more (but not necessarily all) funds
advised by Janus Capital for which they serve as Trustee, to the extent it is practicable and reasonable to do so. Such investments, including the amount and which funds, are dictated by each Trustees individual financial circumstances and
investment goals.
As of December 31, 2019, the Trustees owned securities of the Fund described in this SAI in the dollar range shown in the following
table. The last column of the following table reflects each Trustees aggregate dollar range of securities of all funds advised by Janus Capital and overseen by the Trustees (collectively, the Janus Henderson Funds) as of
December 31, 2019.
|
|
|
|
|
|
|
Name of Trustee
|
|
Dollar Range of Equity Securities in the Fund
|
|
Aggregate Dollar Range of Equity
Securities in All Registered
Investment Companies
Overseen by Trustee in
Janus Henderson Funds
|
|
Independent Trustees
|
|
|
|
|
|
|
Clifford
J. Weber
|
|
None
|
|
|
$10,001-$50,000
|
|
Maureen T.
Upton
|
|
$1-$10,000
|
|
|
$50,001-$100,000
|
|
Jeffrey B.
Weeden
|
|
Over $100,000
|
|
|
over $100,000
|
|
Interested Trustee
|
|
|
|
|
|
|
Richard C.
Hoge(1)
|
|
None
|
|
|
$10,001-$50,000
|
|
(1)
|
Effective January 15, 2020, Richard C. Hoge became a Trustee of the Trust.
|
Trustee Compensation
Each Independent Trustee receives
an annual retainer plus a fee for each in-person or telephonic meeting of the Trustees attended. Given the unitary fee structure, Janus Capital pays the compensation and expenses of the Independent Trustees.
Each Independent Trustee receives fees from other Janus Henderson funds for serving as Trustee of those funds. Janus Capital pays persons who are directors, officers, or employees of Janus Capital or any affiliate thereof, or any Trustee considered
an interested Trustee, for their services as Trustees or officers. The Trust and other funds managed by Janus Capital may pay all or a portion of the compensation and related expenses of the Funds Chief Compliance Officer and
compliance staff, as authorized from time to time by the Trustees.
The following table shows the aggregate compensation paid by Janus Capital to each
Independent Trustee for the fiscal year ending October 31, 2019. None of the Independent Trustees receives any pension or retirement benefits from the Fund or Janus Capital.
|
|
|
|
|
|
|
|
|
Name of Person, Position
|
|
Aggregate
Compensation from
the Trust(1)
|
|
|
Total
Compensation from the Janus
Henderson Funds Overseen by
Trustees(2)
|
|
Independent Trustees
|
|
|
|
|
|
|
|
|
Clifford
J. Weber, Chairman and Trustee
|
|
$
|
20,625
|
|
|
$
|
41,750
|
|
Maureen T.
Upton, Trustee
|
|
$
|
20,625
|
|
|
$
|
41,750
|
|
Jeffrey B.
Weeden, Trustee
|
|
$
|
20,625
|
|
|
$
|
41,750
|
|
Interested Trustee
|
|
|
|
|
|
|
|
|
Richard C.
Hoge, Trustee(3)
|
|
$
|
0
|
|
|
$
|
0
|
|
(1)
|
There are currently 7 series of the Trust.
|
(2)
|
For each Independent Trustee, includes compensation for service on the boards of two Janus trusts comprised of
10 portfolios as of October 31, 2019.
|
(3)
|
Richard C. Hoge is an Interested Trustee by virtue of his employment with Janus Henderson Investors. Effective
January 15, 2020, Mr. Hoge became a Trustee of the Trust.
|
59
|
|
|
JANUS INVESTMENT PERSONNEL
|
|
|
Other Accounts Managed
To the best knowledge of the Trust, the following table provides information relating to other accounts managed by the portfolio managers as of October 31,
2019. For any co-managed Fund or account, the assets reflect total Fund assets. If applicable, accounts included under Other Registered Investment Companies only include U.S. registered investment companies.
To the extent that any of the accounts pay advisory fees based on account performance, information on those accounts is separately listed.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Registered
Investment
Companies
|
|
|
Other Pooled
Investment
Vehicles
|
|
|
Other
Accounts
|
|
John Kerschner
|
|
Number of Other Accounts Managed
|
|
|
2
|
|
|
|
None
|
|
|
|
None
|
|
|
|
Assets in Other Accounts Managed
|
|
$
|
1,854M
|
|
|
|
None
|
|
|
|
None
|
|
Nick Childs
|
|
Number of Other Accounts Managed
|
|
|
None
|
|
|
|
None
|
|
|
|
None
|
|
|
|
Assets in Other Accounts Managed
|
|
|
None
|
|
|
|
None
|
|
|
|
None
|
|
Material Conflicts
As shown in the table above, portfolio managers and investment personnel (for the purposes of this section, are together referred to as portfolio
managers) generally manage other accounts, including accounts that may hold the same securities as or pursue investment strategies similar to the Fund. Those other accounts may include other Janus Henderson funds, private-label funds for which
Janus Capital or an affiliate serves as sub-adviser, separately managed accounts or other pooled investment vehicles, such as hedge funds, which may have different fee structures or rates than the Fund or may have a performance-based management fee.
As such, fees earned by Janus Capital may vary among these accounts. Janus Capital or an affiliate may also proprietarily invest in or provide seed capital to some but not all of these accounts. In addition, portfolio managers may personally invest
in or provide seed capital to some but not all of these accounts, and certain of these accounts may have a greater impact on their compensation than others. Further, portfolio managers (or their family members) may beneficially own or transact in
the same securities as those held in the Funds portfolio. Certain portfolio managers may also have roles as research analysts for Janus Henderson and receive compensation with respect to the analyst role. These factors could create conflicts
of interest because a portfolio manager may have incentives to favor one or more accounts over others in the allocation of time, resources, or investment opportunities, resulting in the potential for the Fund to be disadvantaged if, for example, one
or more accounts outperform the Fund.
A conflict may arise if a portfolio manager identifies a limited investment opportunity that may be appropriate for
the Fund, but the Fund is not able to take full advantage of that opportunity due to the need to allocate that opportunity among other accounts also managed by the portfolio manager. A conflict may also arise if a portfolio manager executes
transactions in one or more accounts that adversely impact the value of securities held by the Fund.
Janus Capital believes that these and other conflicts
are mitigated by policies, procedures, and practices in place, including those governing personal trading, proprietary trading and seed capital deployment, aggregation and allocation of trades, allocation of limited offerings, cross trades, and best
execution. In addition, Janus Capital generally requires portfolio managers to manage accounts with similar investment strategies in a similar fashion, subject to a variety of exceptions, including, but not limited to, investment restrictions or
policies applicable only to certain accounts, certain portfolio holdings that may be transferred in-kind when an account is opened, differences in cash flows and account sizes, and similar factors. Janus Capital monitors performance of accounts with
similar strategies for any performance dispersion.
Janus Capital generates trades throughout the day, depending on the volume of orders received from
portfolio managers, for all of its clients using trade system software. Trades are pre-allocated to individual clients and submitted to selected brokers via electronic files, in alignment with Janus Capitals best execution policy. If an order
is not completely filled, executed shares are allocated to client accounts in proportion to the order. In addition, Janus Capital has adopted trade allocation procedures that govern allocation of securities among various Janus accounts. Trade
allocation and personal trading are described in further detail under Additional Information About Janus Capital. Furthermore, Janus Capital believes that conflicts arising from personal ownership by a portfolio manager (or portfolio
managers family members) of the same securities held in the Fund may be mitigated by the portfolio managers compliance with Janus Capitals personal trading policy within the Personal Code of Ethics.
60
Compensation Information
The following describes the structure and method of calculating a portfolio managers compensation.
The portfolio managers are compensated for managing the Fund and any other funds, portfolios, or accounts for which he has exclusive or shared responsibilities
through two components: fixed compensation and variable compensation. Compensation (both fixed and variable) is determined on a pre-tax basis.
Fixed Compensation: Fixed compensation is paid in cash and is comprised of an annual base salary. The base salary is based on factors
such as performance, complexity of managing portfolios, scope of responsibility (including assets under management), skills, knowledge, experience, ability, and market competitiveness.
Variable Compensation: Variable compensation is paid in the form of cash and deferred awards. Deferrals are typically made in Janus
Henderson restricted stock, although in some cases deferrals are made in mutual funds for regulatory reasons. For some individuals with a significant Janus Henderson stock holding they may also elect to have some or all of their deferral delivered
in mutual funds. Individuals Awards, if any, are discretionary and given based on company, department and individual performance.
A portfolio
managers variable compensation is discretionary and is determined by Janus Capital Management. The overall investment team variable compensation pool is funded by an amount equal to a percentage of Janus Hendersons pre-incentive
operating income. In determining individual awards, both quantitative and qualitative factors are considered. Such factors include, among other things, consistent short-term and long-term fund performance (i.e., one-, three-, and five-year
performance), client support and investment team support through the sharing of ideas, leadership, development, mentoring, and teamwork.
As of October 31, 2019, the portfolio managers and/or investment personnel of the Fund described in this SAI beneficially
owned securities of the Fund they manage in the dollar range shown in the following table.
|
|
|
Investment Personnel
|
|
Dollar Range of Equity Securities in the Fund
Managed
|
John
Kerschner
|
|
$100,001-$500,000
|
Nick
Childs
|
|
$500,001-$1,000,000
|
61
PRINCIPAL SHAREHOLDERS
To the best knowledge of Janus Detroit Street Trust, as of January 31, 2020, the officers and Trustees as a group owned less than 1% of the outstanding shares
of the Fund. As of January 31, 2020, the percentage ownership of any person or entity owning 5% or more of the outstanding shares of the Fund is listed below. Any person or entity that beneficially owns, directly or through one or more controlled
companies, more than 25% of the voting securities of a company is presumed to control such company. Accordingly, to the extent that a person or entity is identified as the beneficial owner of more than 25% of the voting securities of the
Fund, or is identified as the record owner of more than 25% of the Fund and has voting and/or investment powers, that person or entity may be presumed to control the Fund. A controlling shareholders vote could have a more significant effect on
matters presented to shareholders for approval than the vote of other Fund shareholders.
An Authorized Participant may hold of record more than 25%
of the outstanding shares of the Fund. From time to time, Authorized Participants may be a beneficial and/or legal owner of the Fund, may be affiliated with an index provider, may be deemed to have control of the Fund and/or may be able to affect
the outcome of matters presented for a vote of the shareholders of the Fund. Authorized Participants may execute an irrevocable proxy granting the Distributor or an affiliate of Janus Capital power to vote or abstain from voting such Authorized
Participants beneficially or legally owned shares of the Fund. In such cases, the agent shall mirror vote (or abstain from voting) such shares in the same proportion as all other beneficial owners of the Fund.
To the best knowledge of the Trust, entities shown as owning more than 25% of the outstanding shares of the Fund are not the beneficial owners of such shares,
unless otherwise indicated. The following chart lists each shareholder or group of shareholders who beneficially (or of record) owned more than 5% of the Fund as of January 31, 2020:
|
|
|
|
|
Fund Name
|
|
Shareholder and Address of Record
|
|
Percentage of Ownership
|
Janus Henderson Mortgage-Backed Securities ETF
|
|
National Financial Services Corporation
200
Liberty Street
New York, NY 10281
|
|
16.61%
|
|
|
Charles Schwab & Co. Inc.
101 Montgomery
Street
San Francisco, CA 94104
|
|
15.65%
|
|
|
Morgan Stanley Smith Barney*
Harborside
Financial Center Fl. 3
Jersey City, NJ 07311-1114
|
|
13.83%
|
|
|
TD Ameritrade Clearing, Inc.
4211 South 102nd
Street
Omaha, NE 68127
|
|
13.26%
|
|
|
Merrill Lynch, Pierce, Fenner & Smith Incorporated
4800 Deer Lake Drive East
Jacksonville, FL 32246-6484
|
|
8.35%
|
62
MISCELLANEOUS INFORMATION
The Fund is a series of the Trust, an open-end management investment company registered under the 1940 Act and
organized as a Delaware statutory trust on August 6, 2015. As of the date of this SAI, the Trust offers 7 series of shares, known as Funds. The other series of the Trust are described in separate statements of additional
information.
|
Fund Name
|
Janus Henderson Mortgage-Backed Securities ETF
|
Janus Henderson Small Cap Growth Alpha ETF
|
Janus Henderson Small/Mid Cap Growth Alpha ETF
|
Janus Henderson Short Duration Income ETF
|
The Long-Term Care ETF
|
The Obesity ETF
|
The Organics ETF
|
Janus Capital reserves the right to the name Janus Henderson. In the event that Janus Capital does not continue to
provide investment advice to the Funds, the Funds must cease to use the name Janus Henderson as soon as reasonably practicable.
It is
important to know that, pursuant to the Trusts Agreement and Declaration of Trust, the Trustees have the authority to merge, liquidate, consolidate and/or reorganize a Fund into another fund without seeking shareholder vote or consent. Any
such consolidation, merger, or reorganization may be authorized at any time by a vote of a majority of the Trustees then in office. While the Trustees have no present intention of exercising their authority to liquidate the Fund, they may do so if
the Fund fails to reach or maintain viable size or for such other reasons as may be determined by the Board in its discretion.
The Trust is authorized to issue an unlimited number of shares of beneficial interest with a par value of $0.001 per share for
each series of the Trust. Shares of each series of the Trust are fully paid and nonassessable when issued. Shares of the Fund participate equally in dividends and other distributions by the shares of the Fund, and in residual assets of the Fund in
the event of liquidation. Shares of the Fund have no preemptive, conversion, or subscription rights. Shares of the Fund may be transferred by endorsement or stock power as is customary, but the Fund is not bound to recognize any transfer until it is
recorded on its books.
The Trust does not intend to hold annual or regular shareholder meetings unless otherwise required by the Agreement and
Declaration of Trust or the 1940 Act. Special meetings may be called for a specific fund or for the Trust as a whole for purposes such as changing fundamental policies, electing or removing Trustees, making any changes to the Agreement and
Declaration of Trust that would affect shareholders voting rights (as specified in the Agreement and Declaration of Trust), determining whether to bring certain derivative actions, or for any other purpose requiring a shareholder vote under
applicable law or the Trusts governing documents, or as the Trustees consider necessary or desirable.
Under the Agreement and Declaration of Trust,
special meetings of shareholders of the Trust or of the Fund shall be called subject to certain conditions, upon written request of shareholders owning shares representing at least 25% (or 10% to the extent required by the 1940 Act) of the shares
then outstanding. The Fund will assist these shareholders in communicating with other shareholders in connection with such a meeting similar to that referred to in Section 16(c) of the 1940 Act.
Under the Agreement and Declaration of Trust, each Trustee of the Trust will continue in office until the termination of the
Trust or his or her earlier death, retirement, resignation, incapacity, or removal. Vacancies will be filled by appointment by a majority of the remaining Trustees, subject to the 1940 Act.
Pursuant to the terms of the Participant Agreement, an Authorized Participant, to the extent that it is a beneficial owner of Fund shares, will irrevocably
appoint the Distributor as its agent and proxy with full authorization and power to vote (or abstain from voting) its beneficially owned Fund shares. The Distributor intends to vote such shares in accordance with its written supervisory procedures.
63
As a shareholder, you are entitled to one vote per share (with proportionate voting for fractional shares).
Generally, each fund votes together as a single group, except where a separate vote of one or more funds is required by law or where the interests of one or more funds are affected differently from other funds. Shares of all series of the Trust have
noncumulative voting rights, which means that the holders of more than 50% of the value of shares of all series of the Trust voting for the election of Trustees can elect 100% of the Trustees if they choose to do so. In such event, the holders of
the remaining value of shares will not be able to elect any Trustees.
The Trust may in the future seek to achieve a funds objective by investing all of that funds assets in another
investment company having the same investment objective and substantially the same investment policies and restrictions as those applicable to that fund. Unless otherwise required by law, this policy may be implemented by the Trustees without
shareholder approval.
|
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
|
PricewaterhouseCoopers LLP, 1900 16th Street, Suite 1600, Denver, Co 80202 the Independent Registered Public Accounting
Firm for the Fund, audits the Funds annual financial statements and performs tax services for the Fund.
The Trust has filed with the SEC, Washington, D.C., a Registration Statement under the Securities Act of 1933, as amended, with
respect to the securities to which this SAI relates. If further information is desired with respect to the Fund or such securities, reference is made to the Registration Statement and the exhibits filed as a part thereof.
64
FINANCIAL STATEMENTS
The following audited financial statements for the fiscal period ended October 31, 2019 are hereby incorporated into this SAI by reference to the Annual Report
dated October 31, 2019, as applicable.
|
|
Schedules of Investments as of October 31, 2019
|
|
|
Statements of Assets and Liabilities as of October 31, 2019
|
|
|
Statements of Operations for the period ended October 31, 2019
|
|
|
Statements of Changes in Net Assets for each of the periods indicated
|
|
|
Financial Highlights for each of the periods indicated
|
|
|
Notes to Schedules of Investments
|
|
|
Notes to Financial Statements
|
|
|
Report of Independent Registered Public Accounting Firm
|
The portions of an Annual Report that are not specifically listed above are not incorporated by reference into this SAI and are not part of the Registration
Statement.
65
APPENDIX A
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EXPLANATION OF RATING CATEGORIES
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The following is a description of credit ratings issued by three of the major credit rating agencies. Credit ratings evaluate
only the safety of principal and interest payments, not the market value risk of lower quality securities. Credit rating agencies may fail to change credit ratings to reflect subsequent events on a timely basis. Although Janus Capital considers
security ratings when making investment decisions, it also performs its own investment analysis and does not rely solely on the ratings assigned by credit agencies.
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Bond Rating
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Explanation
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Investment Grade
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AAA
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Highest rating; extremely strong capacity to pay principal and interest.
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AA
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High quality; very strong capacity to pay principal and interest.
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A
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Strong capacity to pay principal and interest; somewhat more susceptible to the adverse effects of changing circumstances and economic conditions.
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BBB
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Adequate capacity to pay principal and interest; normally exhibit adequate protection parameters, but adverse economic conditions or changing circumstances more likely to lead to a weakened capacity to pay principal and interest
than for higher rated bonds.
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Non-Investment Grade
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BB
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Less vulnerable to nonpayment than other speculative issues; major ongoing uncertainties or exposure to adverse business, financial, or economic conditions which could lead to the obligors inadequate capacity to meet its
financial commitment on the obligation.
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B
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More vulnerable to nonpayment than obligations rated BB, but capacity to meet its financial commitment on the obligation; adverse business, financial, or economic conditions will likely impair the obligors capacity
or willingness to meet its financial commitment on the obligation.
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CCC
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Currently vulnerable to nonpayment, and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its financial commitment on the obligation.
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CC
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Currently highly vulnerable to nonpayment.
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C
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Currently highly vulnerable to nonpayment; a bankruptcy petition may have been filed or similar action taken, but payments on the obligation are being continued.
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D
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In default.
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Long-Term Bond Rating
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Explanation
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Investment Grade
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AAA
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Highest credit quality. Denotes the lowest expectation of credit risk. Exceptionally strong capacity for payment of financial commitments.
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AA
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Very high credit quality. Denotes expectations of very low credit risk. Very strong capacity for payment of financial commitments.
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A
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High credit quality. Denotes expectations of low credit risk. Strong capacity for payment of financial commitments. May be more vulnerable to changes in circumstances or in economic conditions than is the case for higher
ratings.
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BBB
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Good credit quality. Currently expectations of low credit risk. Capacity for payment of financial
commitments is considered adequate, but adverse changes in circumstances and economic conditions are more likely to impair this capacity than is the case for
higher ratings.
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Non-Investment Grade
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BB
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Speculative. Indicates possibility of credit risk developing, particularly as the result of adverse economic change over time. Business or financial alternatives may be available to allow financial commitments to be met.
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B
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Highly speculative. May indicate distressed or defaulted obligations with potential for extremely high recoveries.
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CCC
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May indicate distressed or defaulted obligations with potential for superior to average levels of recovery.
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CC
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May indicate distressed or defaulted obligations with potential for average or below-average levels of recovery.
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C
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May indicate distressed or defaulted obligations with potential for below-average to poor recoveries.
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D
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In default.
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Short-Term Bond Rating
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Explanation
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F-1+
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Exceptionally strong credit quality. Issues assigned this rating are regarded as having the strongest degree of assurance for timely payment.
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F-1
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Very strong credit quality. Issues assigned this rating reflect an assurance for timely payment only slightly less in degree than issues rated F-1+.
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F-2
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Good credit quality. Issues assigned this rating have a satisfactory degree of assurance for timely payments, but the margin of safety is not as great as the F-1+ and F-1 ratings.
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MOODYS INVESTORS SERVICE, INC.
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Bond Rating
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Explanation
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Investment Grade
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Aaa
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Highest quality, smallest degree of investment risk.
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Aa
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High quality; together with Aaa bonds, they compose the high-grade bond group.
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A
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Upper to medium-grade obligations; many favorable investment attributes.
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Baa
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Medium-grade obligations; neither highly protected nor poorly secured. Interest and principal appear adequate for the present but certain protective elements may be lacking or may be unreliable over any great length of
time.
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Non-Investment Grade
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Ba
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More uncertain, with speculative elements. Protection of interest and principal payments not well safeguarded during good and bad times.
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B
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Lack characteristics of desirable investment; potentially low assurance of timely interest and principal payments or maintenance of other contract terms over time.
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Caa
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Poor standing, may be in default; elements of danger with respect to principal or interest payments.
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Ca
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Speculative in a high degree; could be in default or have other marked shortcomings.
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C
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Lowest rated; extremely poor prospects of ever attaining investment standing.
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67
Unrated securities will be treated as non-investment grade securities
unless the portfolio manager determines that such securities are the equivalent of investment grade securities. When calculating the quality assigned to securities that receive different ratings from two or more agencies (split-rated
securities), the security will receive: (i) the middle rating from the three reporting agencies if three agencies provide a rating for the security or (ii) the lowest rating if only two agencies provide a rating for the security.
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janushenderson.com/info
151 Detroit Street
Denver,
Colorado 80206-4805
1-800-668-0434
February 28, 2020
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Ticker
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Stock Exchange
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The Long-Term Care ETF
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OLD
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The NASDAQ Stock Market LLC
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Janus Detroit Street Trust
Statement of Additional Information
This Statement of Additional Information (SAI) expands upon and supplements the information contained in the current Prospectus for The
Long-Term Care ETF, which is a separate series of Janus Detroit Street Trust, a Delaware statutory trust (the Trust). This series of the Trust represents shares of beneficial interest in a separate portfolio of securities and other
assets with its own objective and policies.
This SAI is not a Prospectus and should be read in conjunction with the Funds Prospectus dated
February 28, 2020, and any supplements thereto, which are incorporated by reference into this SAI and may be obtained by contacting your broker-dealer, plan sponsor, or financial intermediary, at janushenderson.com/info, or by contacting a Janus
representative at 1-800-668-0434. This SAI contains additional and more detailed information about the Funds operations and activities than the Prospectus. The Annual Report, which contains important financial information about the Fund, is
incorporated herein by reference into this SAI. The Annual and Semiannual Reports (as they become available) are available, without charge, by contacting your broker-dealer, plan sponsor, or financial intermediary, at janushenderson.com/info, or by
contacting a Janus representative at 1-800-668-0434.
TABLE OF CONTENTS
1
CLASSIFICATION, INVESTMENT POLICIES
AND RESTRICTIONS,
AND INVESTMENT STRATEGIES AND
RISKS
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JANUS DETROIT STREET TRUST
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This Statement of Additional Information includes information about The Long-Term Care ETF (the Fund), which
operates as an exchange-traded fund (ETF) and is a series of the Trust, an open-end, management investment company.
The Fund offers and issues
shares at its net asset value (NAV) per share only in aggregations of a specified number of shares (Creation Unit), generally in exchange for a designated portfolio of securities (including any portion of such securities for
which cash may be substituted) (the Deposit Securities), together with the deposit of a specified cash payment (the Cash Component), or in certain circumstances, for an all cash payment. Shares of the Fund are listed for
trading on The NASDAQ Stock Market LLC (Stock Exchange or the Listing Exchange), a national securities exchange. Shares of the Fund are traded in the secondary market and elsewhere at market prices that may be at, above or
below the Funds NAV. Unlike mutual funds, the Funds shares are not individually redeemable securities. Rather, the Funds shares are redeemable only in Creation Units, and, generally, in exchange for portfolio securities and a Cash
Component. Creation Units typically are a specified number of shares, at least 25,000, and generally multiples of 5,000 above 25,000. Janus Capital may modify the Creation Unit size with prior notification to the Funds Authorized Participants.
See the ETF portion of the Janus Henderson website for the Funds current Creation Unit size. In the event of liquidation of the Fund, the number of shares in a Creation Unit may be lowered below 25,000.
The Fund may charge creation/redemption transaction fees for each creation and redemption. In all cases, transaction fees will be limited in accordance with
the requirements of the Securities and Exchange Commission (SEC) applicable to management investment companies offering redeemable securities. Some of the information in this SAI and the Prospectus, such as information about purchasing
and redeeming shares from the Fund and transaction fees, is not relevant to most retail investors because it applies only to transactions for Creation Units. Refer to Creation and Redemption of Creation Units.
Once created, the Funds shares generally trade in the secondary market, at market prices that change throughout the day, in amounts less than a Creation
Unit. Investors purchasing the Funds shares in the secondary market through a brokerage account or with the assistance of a broker may be subject to brokerage commissions and charges.
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EXCHANGE LISTING AND TRADING
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Shares of the Fund are listed for trading and trade throughout the day on the Listing Exchange and other secondary markets.
There can be no assurance that the requirements of the Listing Exchange necessary to maintain the listing of shares of the Fund will continue to be met. The Listing Exchange may, but is not required to, remove the shares of the Fund from listing
under the following circumstances, as may be applicable: (i) following the initial 12-month period beginning upon the commencement of trading of Fund shares, there are fewer than 50 beneficial owners of shares of the Fund; (ii) the
value of The Long-Term Care ETFs underlying index (Solactive Long Term Care Index) (the Underlying Index) is no longer calculated or available; (iii) the intra-day net asset value (iNAV) of the Fund is
no longer calculated or available; (iv) the Funds Underlying Index fails to meet certain continuing listing standards of the Listing Exchange; or (v) any other event shall occur or condition shall exist that, in the opinion of the
Listing Exchange, makes further dealings on the Listing Exchange inadvisable. The Listing Exchange will remove the shares of the Fund from listing and trading upon termination of the Fund. In the event the Fund ceases to be listed on an exchange,
the Fund may cease operating as an exchange-traded fund and operate as a mutual fund, provided that shareholders are given advance notice.
As in the case of other publicly-traded securities, when you buy or sell shares through a financial intermediary you will incur a brokerage commission
determined by that financial intermediary.
In order to provide additional information regarding the intra-day value of shares of the Fund, the Listing
Exchange or a market data vendor disseminates every 15 seconds through the facilities of the Consolidated Tape Association or other widely disseminated means an updated iNAV for the Fund as calculated by an information provider or market data
vendor. The Trust is not involved in or responsible for any aspect of the calculation or dissemination of the iNAV and makes no representation or warranty as to the accuracy of the iNAV.
Shares of the Fund trade on the Listing Exchange or in the secondary market at prices that may differ from their NAV or iNAV, because such prices may be
affected by market forces (such as supply and demand for the Funds shares). The Trust reserves the
right to adjust the share prices of the Fund in
the future to maintain convenient trading ranges for investors. Any adjustments would be accomplished through stock splits or reverse stock splits, which would have no effect on the net assets of the Fund.
2
The Fund is not sponsored, endorsed, sold, or promoted by the Listing Exchange. The Listing Exchange makes no
representation or warranty, express or implied, to the owners of shares of the Fund or any member of the public regarding the advisability of investing in securities generally or in the Fund particularly or the ability of the Fund to achieve its
objectives.
The Investment Company Act of 1940, as amended (1940 Act), classifies funds as either diversified or
nondiversified. The Fund is classified as nondiversified.
Janus Capital Management LLC (Janus Capital or Janus) is the investment adviser for the Fund.
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INVESTMENT POLICIES AND RESTRICTIONS
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The Fund is subject to certain fundamental policies and restrictions that may not be changed without shareholder approval.
Shareholder approval means approval by the lesser of: (i) more than 50% of the outstanding voting securities of the Trust (or a particular Fund if a matter affects just that Fund) or (ii) 67% or more of the voting securities present at a
meeting if the holders of more than 50% of the outstanding voting securities of the Trust (or a particular Fund) are present or represented by proxy. The following policies are fundamental policies of the Fund.
The Fund may not:
(1) Invest 25% or more of the value
of its total assets in any particular industry or group of industries (other than U.S. Government securities and securities of other investment companies), except to the extent the Funds Underlying Index concentrates in the securities of a
particular industry or group of industries, the Fund will concentrate its investments to approximately the same extent as its Underlying Index.
(2) Purchase or sell physical commodities unless acquired as a result of ownership of securities or other instruments (but this limitation shall not
prevent the Fund from purchasing or selling foreign currencies, options, futures, swaps, forward contracts, or other derivative instruments, or from investing in securities or other instruments backed by physical commodities).
(3) Lend any security or make any other loan if, as a result, more than one-third of the Funds total assets would be lent to other parties
(but this limitation does not apply to investments in repurchase agreements, commercial paper, debt securities, or loans, including assignments and participation interests).
(4) Act as an underwriter of securities issued by others, except to the extent that the Fund may be deemed an underwriter in connection with the
disposition of its portfolio securities.
(5) Borrow money except that the Fund may borrow money for temporary or emergency purposes (not for
leveraging or investment). Borrowings from banks will not, in any event, exceed one-third of the value of the Funds total assets (including the amount borrowed). This policy shall not prohibit short sales transactions, or futures, options,
swaps, repurchase transactions (including reverse repurchase agreements), or forward transactions. The Fund may not issue senior securities in contravention of the 1940 Act.
(6) Invest directly in real estate or interests in real estate; however, the Fund may own debt or equity securities issued by companies engaged in
those businesses.
As a fundamental policy, the Fund may, notwithstanding any other investment policy or limitation (whether or not fundamental), invest
all of its assets in the securities of a single open-end management investment company with substantially the same fundamental investment objectives, policies, and limitations as the Fund.
The Board of Trustees (Trustees) has adopted additional investment restrictions for the Fund. These restrictions are operating policies of the Fund
and may be changed by the Trustees without shareholder approval. The additional restrictions adopted by the Trustees to date include the following:
(1) If the Fund is an underlying fund in a fund of funds, the Fund may not acquire securities of other investment companies in reliance on
Section 12(d)(1)(F) of the 1940 Act and securities of open-end investment companies or registered unit investment trusts in reliance on Section 12(d)(1)(G) of the 1940 Act.
3
(2) The Fund may sell securities short if it owns or has the right to obtain securities equivalent
in kind and amount to the securities sold short without the payment of any additional consideration therefor (short sales against the box). In addition, the Fund may engage in short sales other than against the box, which involve selling
a security that the Fund borrows and does not own. The Trustees may impose limits on the Funds investments in short sales, as described in the Funds Prospectus. Transactions in futures, options, swaps, and forward contracts not involving
short sales are not deemed to constitute selling securities short.
(3) The Fund does not intend to purchase securities on margin, except that
the Fund may obtain such short-term credits as are necessary for the clearance of transactions, and provided that margin payments and other deposits in connection with transactions involving short sales, futures, options, swaps, forward contracts,
and other permitted investment techniques shall not be deemed to constitute purchasing securities on margin.
(4) The Fund may not mortgage or
pledge any securities owned or held by the Fund in amounts that exceed, in the aggregate, 15% of the Funds NAV, provided that this limitation does not apply to: reverse repurchase agreements; deposits of assets to margin; guarantee positions
in futures, options, swaps, or forward contracts; or the segregation of assets in connection with such contracts.
(5) The Fund may not acquire
any illiquid investment if, immediately after the acquisition, the Fund would have invested more than 15% of its net assets in illiquid investments that are assets.
(6) The Fund may not invest in companies for the purpose of exercising control of management.
Under the terms of an exemptive order received from the SEC, the Fund may borrow money from or lend money to other funds that permit such transactions and for
which Janus Capital or one of its affiliates serves as investment adviser. All such borrowing and lending will be subject to the above limits and to the limits and other conditions in such exemptive order. The Fund will borrow money through the
program only when the costs are equal to or lower than the cost of bank loans. Interfund loans and borrowings normally extend overnight, but can have a maximum duration of seven days. The Fund will lend through the program only when the returns are
higher than those available from other short-term instruments (such as repurchase agreements). The Fund may have to borrow from a bank at a higher interest rate if an interfund loan is called or not renewed. Any delay in repayment to a lending Fund
could result in a lost investment opportunity or additional borrowing costs, and interfund loans are subject to the risk that the borrowing Fund may be unable to repay the loan when due. While it is expected that the Fund may borrow money through
the program to satisfy redemption requests or to cover unanticipated cash shortfalls, the Fund may elect to not participate in the program during times of market uncertainty or distress or for other reasons.
For purposes of these investment restrictions, the identification of the issuer of a municipal obligation depends on the terms and conditions of the security.
When assets and revenues of a political subdivision are separate from those of the government that created the subdivision and the security is backed only by the assets and revenues of the subdivision, the subdivision is deemed to be the sole
issuer. Similarly, in the case of an industrial development bond, if the bond is backed only by assets and revenues of a nongovernmental user, then the nongovernmental user would be deemed to be the sole issuer. If, however, in either case, the
creating government or some other entity guarantees the security, the guarantee would be considered a separate security that would be treated as an issue of the guaranteeing entity.
For purposes of the Funds fundamental policy related to investments in real estate, the policy does not prohibit the purchase of securities directly or
indirectly secured by real estate or interests therein, or issued by entities that invest in real estate or interests therein, such as, but not limited to, corporations, partnerships, real estate investment trusts (REITs), and other REIT-like entities, such as foreign entities that have REIT characteristics.
Except for the Funds policies with
respect to investments in illiquid investments and borrowing, the percentage limitations included in these policies and elsewhere in this SAI and/or the Funds Prospectuses normally apply only at the time of initial purchase of a security. So,
for example, if the Fund exceeds a limit as a result of market fluctuations or the sale of other securities, it will not be required to dispose of any securities and may continue to purchase such securities in order to track the Underlying Index.
For purposes of the Funds policies on investing in particular industries, the Fund relies primarily on industry or industry group classifications
under the Global Industry Classification Standard (GICS) developed by MSCI. To the extent that the above classifications are so broad that the primary economic characteristics in a single class are materially different, the Fund may
further classify issuers in accordance with industry classifications consistent with relevant SEC staff interpretations. The Fund may change any source used for determining industry classifications without prior shareholder notice or approval.
4
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INVESTMENT STRATEGIES AND RISKS
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The Fund seeks investment results that correspond generally, before fees and expenses, to the performance of its Underlying
Index. A discussion of the risks associated with an investment in the Fund is contained in the Funds Prospectus under the headings Principal Investment Risks and Risks of the Fund. The discussion below supplements, and
should be read in conjunction with, such sections of the Funds Prospectus.
General Considerations and Risks
Investment in the Fund should be made with an understanding that the value of the portfolio of securities held by the Fund may fluctuate in accordance with
changes in the financial condition of the issuers of the portfolio securities, the value of common stocks generally and other factors.
The Fund is not
actively managed by traditional methods and therefore the adverse financial condition of any one issuer will not result in the elimination of its securities from the portfolio securities held by the Fund unless the securities of such issuer are
removed from the Underlying Index.
An investment in the Fund should also be made with an understanding that the Fund will not be able to replicate exactly
the performance of the Underlying Index because the total return generated by its portfolio securities will be reduced by transaction costs incurred in adjusting the actual balance of such securities and other Fund expenses, whereas such transaction
costs and expenses are not included in the calculation of the Underlying Index. It is also possible that for short periods of time, the Fund may not fully replicate the performance of the Underlying Index due to the temporary unavailability of
certain Underlying Index securities in the secondary market or due to other extraordinary circumstances. Such events are unlikely to continue for an extended period of time because the Fund is required to correct such imbalances by means of
adjusting the composition of its portfolio securities.
An investment in the Fund should also be made with an understanding of the risks inherent in an
investment in securities, including the risk that the financial condition of issuers may become impaired or that the general condition of the securities markets may deteriorate (either of which may cause a decrease in the value of the portfolio
securities and thus in the value of shares). Securities are susceptible to general market fluctuations and to volatile increases and decreases in value as market confidence in and perceptions of their issuers change. These investor perceptions are
based on various and unpredictable factors including expectations regarding government, economic, monetary and fiscal policies, inflation and interest rates, economic expansion or contraction, and global or regional political, economic and banking
crises.
Holders of common stocks incur more risk than holders of preferred stocks and debt obligations because common stockholders, as owners of the
issuer, have generally inferior rights to receive payments from the issuer in comparison with the rights of creditors of, or holders of debt obligations or preferred stocks issued by, the issuer. Further, unlike debt securities which typically have
a stated principal amount payable at maturity (whose value, however, will be subject to market fluctuations prior thereto), or preferred stocks which typically have a liquidation preference and which may have stated optional or mandatory redemption
provisions, common stocks have neither a fixed principal amount nor a maturity. Common stock values are subject to market fluctuations as long as the common stock remains outstanding.
The principal trading market for some of the securities in an index may be in the over-the-counter market. The existence of a liquid trading market for certain
securities may depend on whether dealers will make a market in such securities. There can be no assurance that a market will be made or maintained or that any such market will be or remain liquid. The price at which securities may be sold and the
value of the Funds shares will be adversely affected if trading markets for the Funds portfolio securities are limited or absent or if bid/ask spreads are wide.
Diversification
Funds are classified as either
diversified or nondiversified. Diversification is a way to reduce risk by investing in a broad range of stocks or other securities. To be classified as diversified under the 1940 Act, a fund may not, with respect
to 75% of its total assets, invest more than 5% of its total assets in any issuer and may not own more than 10% of the outstanding voting securities of an issuer. A fund that is classified as nondiversified under the 1940 Act is not
subject to the same restrictions and therefore has the ability to take larger positions in a smaller number of issuers than a fund that is classified as diversified. However, because the appreciation or depreciation of a single security
may have a greater impact on the NAV of a fund which is classified as nondiversified, its share price can be expected to fluctuate more than a comparable fund which is classified as diversified. This fluctuation, if significant, may affect the
performance of a fund. The Fund is classified as non-diversified.
5
Cybersecurity
With the increased use of the Internet to conduct business, the Fund is susceptible to operational and information security risks. In general cyber incidents
can result from deliberate attacks or unintentional events. Cyber-attacks include, but are not limited to, infection by computer viruses or other malicious software code, gaining unauthorized access to systems, networks, or devices that are used to
service the Funds operations through hacking or other means for the purpose of misappropriating assets or sensitive information, corrupting data, or causing operational disruption. Cyber-attacks may also be carried out in a manner
that does not require gaining unauthorized access, such as causing denial-of-service attacks on the Funds website. In addition, authorized persons could inadvertently or intentionally release confidential or proprietary information stored on
the Funds systems.
Cyber security failures or breaches by the Funds third party service providers (including, but not limited to, Janus
Capital, custodians, transfer agents, and financial intermediaries), or the subadvisers (if applicable) may cause disruptions and impact the service providers and the Funds business operations, potentially resulting in financial losses,
the inability of fund shareholders to transact business and the Fund to process transactions, inability to calculate the Funds net asset value, violations of applicable privacy and other laws, regulatory fines, penalties, reputational damage,
reimbursement or other compensation costs, and/or additional compliance costs. The Fund may incur incremental costs to prevent cyber incidents in the future. The Fund and its shareholders could be negatively impacted as a result. While Janus Capital
has established business continuity plans and risk management systems designed to prevent or reduce the impact of such cyber-attacks, there are inherent limitations in such plans and systems due in part to the ever-changing nature of technology and
cyber-attack tactics. As such, there is a possibility that certain risks have not been adequately identified or prepared for. Furthermore, the Fund cannot directly control any cyber security plans and systems put in place by third party service
providers. Cyber security risks are also present for issuers of securities in which the Fund invests, which could result in material adverse consequences for such issuers, and may cause the Funds investment in such securities to lose value.
Equity Securities
The Fund may invest in
equity securities, which include, but are not limited to, common and preferred stocks and securities convertible or exchangeable into common stock.
Common Stock. Common stock represents a proportionate share of the ownership of a company. Common stocks sometimes are divided into several
classes, with each class having different voting rights, dividend rights, or other differences in their rights and priorities. The value of a stock is based on the markets assessment of the current and future success of a companys
business, any income paid to stockholders, the value of the companys assets, and general market conditions. The value of a stock may also be adversely affected by other factors such as accounting irregularities, actual or perceived weaknesses
in corporate governance practices of a companys board or management, and changes in company management. Common stock values can fluctuate dramatically over short periods.
Preferred Stock. A preferred stock represents an ownership interest in a company, but pays dividends at a specific rate and has priority over
common stock in payment of dividends and liquidation claims. Preferred stock dividends are generally cumulative, noncumulative, or participating. Cumulative dividend provisions require all or a portion of prior unpaid dividends to be
paid before dividends can be paid to the issuers common stock. Participating preferred stock may be entitled to a dividend exceeding the stated dividend in certain cases. Like debt securities, the value of a preferred stock often
fluctuates more in response to changes in interest rates and the creditworthiness of the issuer, rather than in response to changes in the issuers profitability and business prospects. Preferred stock is subject to similar risks as common
stock and debt securities.
Convertible Securities. A convertible security is generally a debt obligation or preferred stock that may be
converted within a specified period of time into a certain amount of common stock of the same or a different issuer. A convertible security, such as a convertible preferred stock, provides a fixed-income stream and the opportunity,
through its conversion feature, to participate in the capital appreciation resulting from a market price advance in its underlying common stock. Like a common stock, the value of a convertible security tends to increase as the market value of the
underlying stock rises, and it tends to decrease as the market value of the underlying stock declines. As with a fixed-income security, a convertible security tends to increase in market value when interest rates decline and decrease in value when
interest rates rise. Because both interest rate and market movements can influence its value, a convertible security is not as sensitive to interest rates as a similar fixed-income security, nor is it as sensitive to changes in share price as its
underlying stock.
6
Convertible securities generally have less potential for gain or loss than common stocks. Convertible securities
generally provide yields higher than the underlying common stocks, but generally lower than comparable non-convertible securities. Because of this higher yield, convertible securities generally sell at prices above their conversion
value, which is the current market value of the stock to be received upon conversion. The difference between this conversion value and the price of convertible securities will vary over time depending on changes in the value of the underlying
common stocks and interest rates.
A convertible security may also be called for redemption or conversion by the issuer after a particular date and
under certain circumstances (including a specified price) established upon issue. If a convertible security held by the Fund is called for redemption or conversion, the Fund could be required to tender it for redemption, convert it into the
underlying common stock, or sell it to a third party.
Foreign Securities
The Fund may invest in foreign securities either indirectly (e.g., depositary receipts, depositary shares, and passive foreign investment companies) or
directly in foreign markets, including emerging markets. Investments in foreign securities may include, but are not necessarily limited to, corporate debt securities of foreign issuers, preferred or preference stock of foreign issuers, certain
foreign bank obligations, and U.S. dollar or foreign currency-denominated obligations of foreign governments or supranational entities or their subdivisions, agencies, and instrumentalities. Investments in foreign securities, including securities of
foreign and emerging market governments, may involve greater risks than investing in domestic securities because the Funds performance may depend on factors other than the performance of a particular company. These factors include:
Currency Risk. As long as the Fund holds a foreign security, its value will be affected by the value of the local currency
relative to the U.S. dollar. When the Fund sells a foreign currency denominated security, its value may be worth less in U.S. dollars even if the security increases in value in its home country. U.S. dollar-denominated securities of foreign issuers
may also be affected by currency risk, as the value of these securities may also be affected by changes in the issuers local currency.
Political and Economic Risk. Foreign investments may be subject to heightened political and economic risks, particularly in
emerging markets which may have relatively unstable governments, immature economic structures, national policies restricting investments by foreigners, social instability, and different and/or developing legal systems. In some countries, there is
the risk that the government may take over the assets or operations of a company or that the government may impose withholding and other taxes or limits on the removal of the Funds assets from that country. In addition, the economies of
emerging markets may be predominantly based on only a few industries, may be highly vulnerable to changes in local or global trade conditions, and may suffer from extreme and volatile debt burdens or inflation rates.
Regulatory Risk. There may be less government supervision of foreign markets. As a result, foreign issuers may not be subject
to the uniform accounting, auditing, and financial reporting standards and practices applicable to domestic issuers, and there may be less publicly available information about foreign issuers.
Foreign Market Risk. Foreign securities markets, particularly those of emerging market countries, may be less liquid and more
volatile than domestic markets. These securities markets may trade a small number of securities, may have a limited number of issuers and a high proportion of shares, or may be held by a relatively small number of persons or institutions. Local
securities markets may be unable to respond effectively to increases in trading volume, potentially making prompt liquidation of substantial holdings difficult or impossible at times. It is also possible that certain markets may require payment for
securities before delivery, and delays may be encountered in settling securities transactions. In some foreign markets, there may not be protection against failure by other parties to complete transactions. It may not be possible for the Fund to
repatriate capital, dividends, interest, and other income from a particular country or governmental entity. In addition, securities of issuers located in or economically tied to countries with emerging markets may have limited marketability and may
be subject to more abrupt or erratic price movements which could also have a negative effect on the Fund. Such factors may hinder the Funds ability to buy and sell emerging market securities in a timely manner, affecting the Funds
investment strategies and potentially affecting the value of the Fund.
Geographic Investment Risk. To the extent the
Fund invests a significant portion of its assets in a particular country or geographic region, the Fund will generally have more exposure to certain risks due to possible political, economic, social, or regulatory events in that country or region.
Adverse developments in certain regions could also adversely affect securities of other countries whose economies appear to be unrelated and could have a negative impact on the Funds performance.
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Risk of Investing in Hong Kong. Investments in Hong Kong issuers may subject the Fund to legal,
regulatory, political, currency, security, and economic risk specific to Hong Kong. China is Hong Kongs largest trading partner, both in terms of exports and imports. Any changes in the Chinese economy, trade regulations or currency exchange
rates, or a tightening of Chinas control over Hong Kong, may have an adverse impact on Hong Kongs economy.
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Risk of Investing in Japan. The Japanese economy may be subject to considerable degrees of
economic, political and social instability, which could have a negative impact on Japanese securities. Since the year 2000, Japans economic growth rate has remained relatively low, and it may remain low in the future. In addition, Japan is
subject to the risk of natural disasters, such as earthquakes, volcanic eruptions, typhoons and tsunamis, which could negatively affect the Fund.
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Risk of Investing in Australia. Investments in Australian issuers may subject the Fund to
regulatory, political, currency, security, and economic risk specific to Australia. The Australian economy is heavily dependent on exports from the energy, agricultural and mining sectors. This makes the Australian economy susceptible to
fluctuations in the commodity markets. Australia is also dependent on trading with key trading partners.
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Risk of Investing in Europe. Investments in European issuers may subject the Fund to
regulatory, political, currency, security, and economic risk specific to one or more countries in Europe or the region as a whole. Adverse economic and political events in Europe may cause the Funds investments to decline in value. The
economies and markets of European countries are often closely connected and interdependent, and events in one country in Europe can have an adverse impact on other European countries. The Fund may make investments in securities of issuers that are
domiciled in, or have significant operations in, member countries of the European Union (the EU) that are subject to economic and monetary controls that can adversely affect the Funds investments. The European financial markets
have experienced volatility and adverse trends in recent years and these events have adversely affected the exchange rate of the euro and may continue to significantly affect other European countries.
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Transaction Costs. Costs of buying, selling, and holding foreign securities, including brokerage, tax, and custody costs, may
be higher than those involved in domestic transactions.
Emerging Markets. Within the parameters of its specific
investment policies, the Fund may invest its assets in securities of issuers or companies from or with exposure to one or more developing countries or emerging market countries. Such countries include, but are not limited to,
countries included in the MSCI Emerging Markets IndexSM. Investing in emerging markets involves certain risks not typically associated with investing in the United States and imposes risks greater
than, or in addition to, the risks associated with investing in securities of more developed foreign countries as previously discussed under Foreign Securities. The prices of investments in emerging markets can experience sudden and
sharp price swings. In many developing markets, there is less government supervision and regulation of business and industry practices (including the potential lack of strict finance and accounting controls and standards), stock exchanges, brokers,
and listed companies than in more developed markets, making these investments potentially more volatile in price and less liquid than investments in developed securities markets, resulting in greater risk to investors. There is a risk in developing
countries that a future economic or political crisis could lead to price controls, forced mergers of companies, expropriation or confiscatory taxation, imposition or enforcement of foreign ownership limits, seizure, nationalization, sanctions or
imposition of restrictions by various governmental entities on investment and trading, or creation of government monopolies, any of which may have a detrimental effect on the Funds investments. Many emerging market countries have experienced
substantial, and in some periods extremely high, rates of inflation or deflation for many years, and future inflation may adversely affect the economies and securities markets of such countries. In addition, the economies of developing countries
tend to be heavily dependent upon international trade and, as such, have been, and may continue to be, adversely impacted by trade barriers, exchange controls, managed adjustments in relative currency values, and other protectionist measures. These
economies also have been, and may continue to be, adversely affected by economic conditions in the countries with which they do business.
The securities markets of many of the countries in which the Fund may invest may also be smaller, less liquid, and subject to greater price
volatility than those in the United States. In the event of a default on any investments in foreign debt obligations, it may be more difficult for the Fund to obtain or to enforce a judgment against the issuers of such securities. In addition, there
may be little financial or accounting information available with respect to issuers of emerging market securities, and it may be difficult as a result to assess the value of an investment in such securities. Further, the Funds ability to
participate fully in the smaller, less liquid emerging markets may be limited by the policy restricting its investments in illiquid securities.
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The Fund may be subject to emerging markets risk to the extent that they invest in securities of issuers or companies which are not considered to be from emerging markets, but which have
customers, products, or transactions associated with emerging markets.
Eurozone Risk. A number of countries in the
European Union (EU) have experienced, and may continue to experience, severe economic and financial difficulties. In particular, many EU nations are susceptible to economic risks associated with high levels of debt, notably due to
investments in sovereign debt of countries such as Greece, Italy, Spain, Portugal, and Ireland. Many non-governmental issuers, and even certain governments, have defaulted on, or been forced to restructure, their debts. Many other issuers have faced
difficulties obtaining credit or refinancing existing obligations. Financial institutions have in many cases required government or central bank support, have needed to raise capital, and/or have been impaired in their ability to extend credit. As a
result, financial markets in the EU have experienced extreme volatility and declines in asset values and liquidity. These difficulties may continue, worsen, or spread further within the EU.
Certain countries in the EU, particularly Greece, Ireland, and Portugal, have had to accept assistance from supra governmental agencies such as
the International Monetary Fund and the European Financial Service Facility. The European Central Bank has also been intervening to purchase Eurozone debt in an attempt to stabilize markets and reduce borrowing costs. Responses to these financial
problems by European governments, central banks and others, including austerity measures and reforms, may not work, may result in social unrest, and may limit future growth and economic recovery or have other unintended consequences. Further
defaults or restructurings by governments and others of their debt could have additional adverse effects on economies, financial markets, and asset valuations around the world.
In addition, certain European countries have recently experienced negative interest rates on certain fixed-income instruments. A negative
interest rate policy is an unconventional central bank monetary policy tool where nominal target interest rates are set with a negative value (i.e., below zero percent) intended to help create self-sustaining growth in the local economy. Negative
interest rates may result in heightened market volatility and may detract from the Funds performance to the extent the Fund is exposed to such interest rates.
The risk of investing in securities in the European markets may also be heightened due to the referendum in which the United Kingdom
(UK) voted to exit the EU (known as Brexit). There remains a significant degree of uncertainty surrounding the outcome of negotiations for a new relationship between the UK and EU. Brexit may cause greater market volatility
and illiquidity, currency fluctuations, deterioration in economic activity, a decrease in business confidence, and increased likelihood of a recession in the UK. One or more other countries may also abandon the euro and/or withdraw from the EU,
placing its currency and banking system in jeopardy. The impact of these actions, especially if they occur in a disorderly fashion, is not clear but could be significant and far-reaching.
Among other things, these developments have adversely affected the value and exchange rate of the pound and the euro and may continue to
significantly affect the economies of all EU countries, which in turn may have a material adverse effect on the Funds investments in such countries, other countries that depend on EU countries for significant amounts of trade or investment, or
issuers with exposure to debt issued by certain EU countries.
Loans of Portfolio Securities
The Fund may lend its investment securities to approved borrowers. Any gain or loss on the market price of the securities loaned that might occur during the
term of the loan would be for the account of the Fund. These loans cannot exceed one-third of the Funds total assets.
Approved borrowers are
brokers, dealers, domestic and foreign banks, or other financial institutions that meet credit or other requirements as established by, and subject to the review of, the Trusts Board, so long as the terms, the structure and the aggregate
amount of such loans are not inconsistent with the 1940 Act and the rules and regulations thereunder or interpretations of the SEC, which require that (a) the borrowers pledge and maintain with the Fund collateral consisting of cash, an
irrevocable letter of credit issued by a bank, or securities issued or guaranteed by the U.S. Government having a value at all times of not less than 102% of the value of the securities loaned (on a mark-to-market basis); (b) the
loan be made subject to termination by the Fund at any time; and (c) the Fund receives reasonable interest on the loan. From time to time, the Fund may return a part of the interest earned from the investment of collateral received from
securities loaned to the borrower and/or a third party that is unaffiliated with the Fund and that is acting as a finder.
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Illiquid Investments
The Fund may not acquire any illiquid investment if, immediately after the acquisition, the Fund would have invested more than 15% of its net assets in
illiquid investments that are assets. Illiquid investments, which include certain securities that are purchased in private placements, are securities that the Fund reasonably expects cannot be sold or disposed of in current market conditions in
seven calendar days or less without the sale or disposition significantly changing the market value of the security. Certain securities previously deemed liquid may become illiquid over time, particularly in periods of economic distress.
If illiquid investments that are assets exceed 15% of the Funds net assets, the Fund will take steps to reduce its holdings of such illiquid investments
to or below 15% of its net assets within a reasonable period of time. Because illiquid investments may not be readily marketable, the portfolio manager may not be able to dispose of them in a timely manner. As a result, the Fund may be forced to
hold illiquid securities while their price depreciates. Depreciation in the price of illiquid securities may cause the NAV of the Fund to decline.
Segregation of Assets
Consistent with SEC staff
guidance, financial instruments that involve the Funds obligation to make future payments to third parties will not be viewed as creating any senior security provided that the Fund covers its obligations as described below. Those financial
instruments include, among others: (i) securities sold short; (ii) securities issued on a when-issued, delayed delivery, or forward commitment basis; (iii) reverse repurchase agreements; (iv) mortgage dollar rolls; (v) futures contracts; (vi)
forward currency contracts; (vii) swap agreements; (viii) written options; and (ix) unfunded commitments.
Consistent with SEC staff guidance, the Fund
will consider its obligations involving such a financial instrument as covered when the Fund (a) maintains an offsetting financial position, or (b) segregates or earmarks liquid assets (constituting cash, cash equivalents, or
other liquid portfolio securities) equal to the Funds exposures relating to the financial instrument, as determined on a daily basis. Janus Capital maintains compliance policies and procedures that govern the kinds of transactions that may be
deemed to be offsetting financial positions for purposes of (a) above, and the amount of liquid assets that would otherwise need to be segregated or earmarked for purposes of (b) above (the Segregation and Collateral Procedures).
The Segregation and Collateral Procedures provide, consistent with current SEC staff positions, that for forward currency contracts and swap agreements that
require cash settlement, as well as swap agreements that call for periodic netting between the Fund and its counterparty, the required coverage amount is the net amount due under the contract, as determined daily on a mark-to-market basis. For other
kinds of futures, forward currency contracts, and swap agreements, the Fund must segregate or earmark a larger amount of assets to cover its obligations. For example, when the Fund writes/sells credit default swaps or options, it must segregate
liquid assets equal to the notional amount of the swap or option.
For purposes of calculating the amount of liquid assets that must be segregated or
earmarked for a particular transaction, the Fund may deduct any initial and variation margin deposited with the relevant broker, but in the case of securities sold short, may not deduct the amount of any short sale proceeds. When the Fund sells
securities short, the proceeds of the short sale are retained by the broker, to the extent necessary to meet margin requirements, until the position is closed out. If the lending broker requires the Fund to deposit additional collateral (in addition
to the short sales proceeds that the broker holds during the period of the short sale), which may be as much as 50% of the value of the securities sold short, the amount of the additional collateral may be deducted in determining the amount of cash
or liquid assets the Fund is required to segregate to cover the short sale obligation pursuant to the 1940 Act. The amount segregated must be unencumbered by any other obligation or claim other than the obligation that is being covered. The Fund
believes that short sale obligations that are covered, either by an offsetting asset or right (acquiring the security sold short or having an option to purchase the security sold short at an exercise price that covers the obligation), or by the
Funds segregated asset procedures (or a combination thereof), are not senior securities under the 1940 Act and are not subject to the Funds borrowing restrictions. This requirement to segregate assets places an upper limit on the
Funds ability to leverage its investments and the related risk of losses from leveraging. The Fund is also required to pay the lender of the security any dividends or interest that accrues on a borrowed security during the period of the loan.
Depending on the arrangements made with the broker or custodian, the Fund may or may not receive any payments (including interest) on collateral it has deposited with the broker.
As a general matter, liquid assets segregated or earmarked as cover for one position may not simultaneously be counted as cover for another position. However,
in the case of a straddle where the exercise price of the call option and put option are the same, or the exercise price of the call option is higher than that of the put option, the Fund may segregate or earmark the same liquid
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assets for both the call and put options. In such cases, the Fund expects to segregate or earmark liquid assets equivalent to the amount, if any, by which the put option is in the
money.
In order to comply with the Segregation and Collateral Procedures, the Fund may need to sell a portfolio security or exit a transaction,
including a transaction in a financial instrument, at a disadvantageous time or price in order for the Fund to be able to segregate or earmark the required amount of assets. If segregated assets decline in value, the Fund will need to segregate or
earmark additional assets or reduce its position in the financial instruments. In addition, segregated or earmarked assets may not be available to satisfy redemptions or for other purposes, until the Funds obligations under the financial
instruments have been satisfied. The Fund may not be able to promptly liquidate an unfavorable position and potentially could be required to continue to hold a position until the delivery date, regardless of changes in its value. Because the
Funds cash that may otherwise be invested would be held uninvested or invested in other liquid assets so long as the position remains open, the Funds return could be diminished due to the opportunity losses of foregoing other potential
investments.
The Funds ability to use the financial instruments identified above may under some circumstances depend on the nature of the instrument
and amount of assets that the Segregation and Collateral Procedures require the Fund to segregate or earmark. Notwithstanding the foregoing, Janus Capital reserves the right to modify its Segregation and Collateral Procedures in the future in its
discretion, consistent with the 1940 Act and SEC or SEC staff guidance.
Money Market Instruments
The Fund may invest a portion of its assets in high-quality money market instruments on an ongoing basis to provide liquidity. The instruments in which the
Fund may invest include: (i) short-term obligations issued by the U.S. Government; (ii) negotiable certificates of deposit (CDs), fixed time deposits and bankers acceptances of U.S. and foreign banks and similar institutions;
(iii) commercial paper rated at the date of purchase Prime-1 by Moodys Investors Service, Inc. or A-1+ or A-1 by Standard & Poors or, if unrated, of comparable quality as determined by Janus
Capital; (iv) repurchase agreements; and (v) money market mutual funds. CDs are short-term negotiable obligations of commercial banks. Time deposits are non-negotiable deposits maintained in banking institutions for specified periods of time at
stated interest rates. Bankers acceptances are time drafts drawn on commercial banks by borrowers, usually in connection with international transactions.
Investment Company Securities
The Fund may invest
in securities of other investment companies, subject to the provisions of the 1940 Act and any applicable SEC exemptive orders. Section 12(d)(1) of the 1940 Act prohibits the Fund from acquiring: (i) more than 3% of another investment
companys voting stock; (ii) securities of another investment company with a value in excess of 5% of the Funds total assets; or (iii) securities of such other investment company and all other investment companies owned by the
Fund having a value in excess of 10% of the Funds total assets (the Section 12(d)(1) Limits). In addition, Section 12(d)(1) prohibits another investment company from selling its shares to the Fund if, after the sale:
(i) the Fund owns more than 3% of the other investment companys voting stock or (ii) the Fund and other investment companies, and companies controlled by them, own more than 10% of the voting stock of such other investment company.
The Fund may invest its cash holdings in affiliated or non-affiliated money market funds as part of a cash sweep program. The Fund may purchase unlimited shares of affiliated or non-affiliated money market
funds and of other funds managed by Janus Capital, whether registered or unregistered entities, as permitted by the 1940 Act and rules promulgated thereunder and/or an SEC exemptive order. To the extent the Fund invests in money market funds or
other funds, the Fund will be subject to the same risks that investors experience when investing in such other funds. These risks may include the impact of significant fluctuations in assets as a result of the cash sweep program or purchase and
redemption activity by affiliated or non-affiliated shareholders in such other funds. Additionally, to the extent that Janus Capital serves as the investment adviser to underlying funds or investment vehicles in which the Fund may invest, Janus
Capital may have conflicting interests in fulfilling its fiduciary duties to both the Fund and the underlying funds or investment vehicles.
Investment companies may include index-based investments such as exchange-traded funds, which hold substantially all of their assets in investments
representing specific indices. The main risk of investing in index-based investments is the same as investing in a portfolio of investments comprising the index. Index-based investments may not replicate exactly the performance of their specific
index because of transaction costs and because of the temporary unavailability of certain component securities of the index.
Some ETFs have obtained
exemptive orders permitting other investment companies, such as the Fund, to acquire their securities in excess of the limits of Section 12(d)(1) the 1940 Act. The Fund may rely on this relief to invest in these ETFs in excess of the
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Section 12(d)(1) Limits. In addition, the Fund may invest in other investment companies in excess of the Section 12(d)(1) Limits in accordance with the provisions of Sections
12(d)(1)(F) or (G) of the 1940 Act, which provide certain exemptions from the Section 12(d)(1) Limits.
The Fund may invest in other
exchange-traded funds, which are typically open-end investment companies that are traded on a national securities exchange. ETFs typically incur fees, such as investment advisory fees and other operating expenses that are separate from those of the
Fund, which will be indirectly paid by the Fund. As a result, the cost of investing in the Fund may be higher than the cost of investing directly in ETFs and may be higher than other mutual funds that invest directly in stocks and bonds. Since ETFs
are traded on an exchange at market prices that may vary from the net asset value of their underlying investments, there may be times when ETFs trade at a premium or discount. Similarly, because the value of ETF shares depends on the demand in the
market, the Fund may not be able to purchase or sell an ETF at the most optimal time, which could adversely affect the Funds performance. In addition, ETFs that track particular indices may be unable to match the performance of such underlying
indices due to the temporary unavailability of certain index securities in the secondary market or other factors, such as discrepancies with respect to the weighting of securities. The ETFs in which the Fund invests are subject to specific risks,
depending on the investment strategy of the ETF. In turn, the Fund will be subject to substantially the same risks as those associated with direct exposure to the securities or commodities held by the ETF. Because the Fund may invest in a broad
range of ETFs, such risks may include, but are not limited to, leverage risk, foreign exposure risk, and commodities risk.
The Fund has obtained exemptive
relief from the SEC permitting the Fund to sell, and other investment companies to acquire, shares in the Fund in excess of the limits imposed by Section 12(d)(1) of the 1940 Act. This exemptive relief is conditioned, among other things, on the
Fund refraining from acquiring securities of an investment company, or certain private investment pools, in excess of the Section 12(d)(1) Limits. Consequently, if the Fund sells its shares to other investment companies in accordance with its
exemptive relief, it will refrain from purchasing shares of ETFs, other registered investment companies, or private investment pools in excess of the limits imposed by Section 12(d)(1). Additionally, the Fund is permitted to invest in other
registered investment companies beyond the limits set forth in Section 12(d)(1) subject to certain terms and conditions set forth in another exemptive order that the SEC has issued to Janus Capital and open-end investment companies advised by
Janus Capital. If the Fund relies on this exemptive relief, however, other investment companies may not invest in the Fund beyond the statutory provisions of Section 12(d)(1). Notwithstanding these limitations, the Fund may still invest in
other investment companies in excess of the Section 12(d)(1) Limits in order to engage in certain short-term cash management activities or to invest in a master fund pursuant to the Funds non-fundamental investment policy that permits the
Fund to invest all of its assets in the securities of a single open-end management investment company with substantially the same fundamental investment objectives, policies, and limitations as the Fund.
Depositary Receipts
The Fund may invest in
sponsored and unsponsored American Depositary Receipts (ADRs), which are receipts issued by an American bank or trust company evidencing ownership of underlying securities issued by a foreign issuer. ADRs, in registered form, are
designed for use in U.S. securities markets. Unsponsored ADRs may be created without the participation of the foreign issuer. Holders of unsponsored ADRs generally bear all the costs of the ADR facility, whereas foreign issuers typically bear
certain costs in a sponsored ADR. The bank or trust company depositary of an unsponsored ADR may be under no obligation to distribute shareholder communications received from the foreign issuer or to pass through voting rights. The Fund may also
invest in European Depositary Receipts (EDRs), Global Depositary Receipts (GDRs), and in other similar instruments representing securities of foreign companies. EDRs and GDRs are securities that are typically issued by
foreign banks or foreign trust companies, although U.S. banks or U.S. trust companies may issue them. EDRs and GDRs are structured similarly to the arrangements of ADRs. EDRs, in bearer form, are designed for use in European securities markets.
Depositary receipts are generally subject to the same sort of risks as direct investments in a foreign country, such as currency risk, political and economic
risk, regulatory risk, market risk, and geographic investment risk, because their values depend on the performance of a foreign security denominated in its home currency. The risks of foreign investing are addressed in some detail in the Funds
Prospectus.
Real Estate Investment Trusts (REITs)
Within the parameters of its specific investment policies, the Fund may invest in REITs. The Fund may have substantial exposure to REITs, based on the
composition of its Underlying Index at any given time. REITs are sometimes informally characterized as equity REITs, mortgage REITs, and hybrid REITs. In addition, the Fund may gain exposure to the real estate
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sector by investing in common, preferred and convertible securities of issuers in real estate-related industries. Investments in REITs and real estate-linked investments are subject to risks
similar to those associated with direct ownership of real estate, including loss to casualty or condemnation, increases in property taxes and operating expenses, zoning law amendments, changes in interest rates, overbuilding and increased
competition, variations in market value, fluctuations in rental income, possible environmental liabilities, regulatory limitations on rent, and other risks related to local or general economic conditions. Equity REITs generally experience these
risks directly through fee or leasehold interests, whereas mortgage REITs generally experience these risks indirectly through mortgage interests, unless the mortgage REIT forecloses on the underlying real estate. Changes in interest rates may also
affect the value of the Funds investment in REITs. For instance, during periods of declining interest rates, certain mortgage REITs may hold mortgages that the mortgagors elect to prepay, and prepayment may diminish the yield on securities
issued by those REITs.
Certain REITs have relatively small market capitalizations, which may tend to increase the volatility of the market price of their
securities. Furthermore, REITs are dependent upon specialized management skills, have limited diversification and are, therefore, subject to risks inherent in operating and financing a limited number of projects. REITs are also subject to heavy cash
flow dependency, defaults by borrowers, and the possibility of failing to qualify for tax-free pass-through of income under the Internal Revenue Code and to maintain exemption from the registration requirements of the 1940 Act. By investing in REITs
indirectly through the Fund, a shareholder will bear not only his or her proportionate share of the expenses of the Fund, but also, indirectly, similar expenses of the REITs. In addition, REITs depend generally on their ability to generate cash flow
to make distributions to shareholders.
Senior Securities
In general, the Fund may not issue any class of senior security, except within the limitations of the 1940 Act. These limitations allow the Fund to
(i) borrow from banks, provided that immediately following any such borrowing there is an asset coverage of at least 300% (the Asset Coverage Requirement) for all Fund borrowings, and (ii) engage in trading practices which
could be deemed to involve the issuance of a senior security, including but not limited to options, futures, forward contracts, and reverse repurchase agreements, provided that the Fund earmarks or segregates liquid assets in accordance with
applicable SEC regulations and interpretations.
Futures and Options
The Fund may utilize exchange-traded futures and options contracts in order to manage uninvested cash and/or provide equity exposure for the Fund without
having to purchase an underlying security.
Futures contracts generally provide for the future sale by one party and purchase by another party of a
specified commodity at a specified future time and at a specified price. Stock index futures contracts are settled daily with a payment by one party to the other of a cash amount based on the difference between the level of the stock index specified
in the contract from one day to the next. Futures contracts are standardized as to maturity date and underlying instrument and are traded on futures exchanges. Futures traders are required to make a good faith margin deposit in cash or U.S.
government securities with a broker or custodian to initiate and maintain open positions in futures contracts. A margin deposit is intended to assure completion of the contract (delivery or acceptance of the underlying commodity or payment of the
cash settlement amount) if it is not terminated prior to the specified delivery date. Brokers may establish deposit requirements which are higher than the exchange minimums. Futures contracts are customarily purchased and sold on margin deposits
which may range upward from less than 5% of the value of the contract being traded. After a futures contract position is opened, the value of the contract is marked-to-market daily. If the futures contract price changes to the extent that the margin
on deposit does not satisfy margin requirements, payment of additional variation margin will be required. Conversely, a change in the contract value may reduce the required margin, resulting in a repayment of excess margin to the
contract holder. Variation margin payments are made to and from the futures broker for as long as the contract remains open. In such case, the Fund would expect to earn interest income on its margin deposits. Closing out an open futures position is
done by taking an opposite position (buying a contract which has previously been sold, or selling a contract previously purchased) in an identical contract to terminate the position. Brokerage
commissions are incurred when a futures contract position is opened or closed.
The Fund may use exchange-traded futures and options, together with
positions in cash and money market instruments, to simulate full investment in the Underlying Index. Under such circumstances, Janus Capital may seek to utilize other instruments that it believes to be correlated to the Underlying Index components
or a subset of the components.
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An option on a futures contract, as contrasted with the direct investment in such a contract, gives the purchaser
the right, in return for the premium paid, to assume a position in the underlying futures contract at a specified exercise price at any time prior to the expiration date of the option. Upon exercise of an option, the delivery of the futures position
by the writer of the option to the holder of the option will be accompanied by delivery of the accumulated balance in the writers futures margin account that represents the amount by which the market price of the futures contract exceeds (in
the case of a call) or is less than (in the case of a put) the exercise price of the option on the futures contract. The potential for loss related to the purchase of an option on a futures contract is limited to the premium paid for the option plus
transaction costs. Because the value of the option is fixed at the point of purchase, there are no daily cash payments by the purchaser to reflect changes in the value of the underlying contract; however, the value of the option changes daily and
that change would be reflected in the NAV of the Fund. The potential for loss related to writing call options on equity securities or indices is unlimited. The potential for loss related to writing put options is limited only by the aggregate strike
price of the put option less the premium received.
The Fund may purchase and write put and call options on futures contracts that are traded on a U.S.
exchange in anticipation of the purchase of securities, and may enter into closing transactions with respect to such options to terminate existing positions. There is no guarantee that such closing transactions can be effected.
Restrictions on the Use of Futures Contracts and Options on Futures Contracts
The Fund does not currently intend to, but may in the future, file a claim for exemption with the Commodity Futures Trading Commission (CFTC) on
behalf of the Fund, so that neither the Fund nor the Trust are deemed to be a commodity pool or commodity pool operator (CPO), respectively, under the Commodity Exchange Act (CEA), and they are not
subject to registration or regulation as such under the CEA. Janus Capital is not deemed to be a commodity trading advisor with respect to its services as an investment adviser to the Fund. In February 2012, however, the CFTC adopted
certain regulatory changes that will subject the adviser of an investment company to registration with the CFTC as a CPO if the investment company is unable to comply with certain trading and marketing limitations.
With respect to investments in swap transactions, commodity futures, commodity options or certain other derivatives used for purposes other than bona fide
hedging purposes, an investment company must meet one of the following tests under the amended regulations in order to claim an exemption from being considered a commodity pool or CPO. First, the aggregate initial margin and premiums
required to establish an investment companys positions in such investments may not exceed five percent (5%) of the liquidation value of the investment companys portfolio (after accounting for unrealized profits and unrealized losses
on any such investments). Alternatively, the aggregate net notional value of such instruments, determined at the time of the most recent position established, may not exceed one hundred percent (100%) of the liquidation value of the investment
companys portfolio (after accounting for unrealized profits and unrealized losses on any such positions). In addition to meeting one of the foregoing trading limitations, the investment company may not market itself as a commodity pool or
otherwise as a vehicle for trading in the commodity futures, commodity options or swaps and derivatives markets. In the event that Janus Capital were required to register as a CPO with respect to the Fund, the disclosure and operations of the Fund
would need to comply with all applicable CFTC regulations. Compliance with these additional registration and regulatory requirements would increase operational expenses. Other potentially adverse regulatory initiatives could also develop.
Swaps
The Fund may utilize swap agreements
including, but not limited to, equity swaps, credit default swaps, interest rate and currency swaps, total return swaps, and swaps on exchange-traded funds, as a means to gain exposure to certain companies or countries, provided Janus Capital
believes such use will assist the Fund in tracking its Underlying Index. Swap agreements entail the risk that a party will default on its payment obligations to the Fund. If the other party to a swap defaults, the Fund would risk the loss of the net
amount of the payments that it contractually is entitled to receive. If the Fund utilizes a swap at the wrong time or judges market conditions incorrectly, the swap may result in a loss to the Fund and reduce the Funds total return. The most
significant factor in the performance of swap agreements is the change in value of the specific index, security, or currency, or other factors that determine the amounts of payments due to and from the Fund. If there is a default by the other party
to such a transaction, the Fund normally will have contractual remedies pursuant to the agreements related to the transaction. Swap agreements also bear the risk that the Fund will not be able to meet its obligation to the counterparty. Swap
agreements are typically privately negotiated and entered into in the over-the-counter market. The Fund normally will not enter into any total return, equity, or interest rate swap transaction unless the claims-paying ability of the other party
thereto meets guidelines established by Janus Capital. Janus Capitals guidelines may be adjusted in accordance with market conditions. Janus Capital will monitor the creditworthiness of all counterparties on an ongoing basis. Generally,
parties that are rated in the
14
highest short-term rating category by a nationally recognized statistical rating organization (NRSRO) will meet Janus Capitals
guidelines. The ratings of NRSROs represent their opinions of the claims-paying ability of entities rated by them. NRSRO ratings are general and are not absolute standards of quality.
LIBOR Replacement Risk. Many financial instruments may be tied to the London Interbank Offered Rate, or LIBOR, to determine
payment obligations, financing terms, hedging strategies, or investment value. LIBOR is the offered rate for short-term Eurodollar deposits between major international banks. Thus, the Fund generally must rely on contractual provisions in the loan
agreement and common-law fraud protections under applicable state law. On July 27, 2017, the head of the United Kingdoms Financial Conduct Authority announced a desire to phase out the use of LIBOR by the end of 2021. There remains uncertainty
regarding the future utilization of LIBOR and the nature of any replacement rate. As such, the potential effect of a transition away from LIBOR on the Fund or the financial instruments in which the Fund invests cannot yet be determined.
Note Regarding Regulatory Changes and Market Events. Federal, state, and foreign governments, regulatory agencies, and self-regulatory
organizations may take actions that affect the regulation of the Fund or the instruments in which the Fund invests, or the issuers of such instruments, in ways that are unforeseeable. Future legislation or regulation or other governmental actions
could limit or preclude the Funds abilities to achieve their investment objectives or otherwise adversely impact an investment in the Fund. Furthermore, worsened market conditions, including as a result of U.S. government shutdowns or the
perceived creditworthiness of the United States, could have a negative impact on securities markets.
Economic downturns can prompt various economic,
legal, budgetary, tax, and regulatory reforms across the globe. In the aftermath of the 2007-2008 financial crisis, the financial sector experienced reduced liquidity in credit and other fixed-income markets, and an usually high degree of
volatility, both domestically and internationally. In response to the crisis, the United States and certain foreign governments, along with the U.S. Federal Reserve and certain foreign central banks, took a number of unprecedented steps designed to
support the financial markets. For example, the enactment of the Dodd-Frank Act in 2010, provided for widespread regulation of financial institutions, consumer financial products and services, broker dealers, over-the-counter derivatives, investment
advisers, credit rating agencies, and mortgage lending, which expanded federal oversight in the financial sector, including the investment management industry. The conclusion of this support, and/or failure of the measures put in place could
negatively affect financial markets generally, as well as the value and liquidity of specific securities. In addition, policy and legislative changes in the United States and in other countries continue to impact many aspects of financial
regulation.
The value of the Funds holdings is also generally subject to the risk of significant future local, national, or global economic
disruptions or slowdowns in the markets in which the Fund invests. In the event of such an occurrence, the issuers of securities held by the Fund may experience significant declines in the value of their assets and even cease operations, or may
require government assistance that is contingent on increased restrictions on their business operations or their government interventions. In addition, it is not certain that the U.S. government or foreign governments will intervene in response to a
future market disruption and the effect of any such future intervention cannot be predicted.
Natural Disasters and Extreme Weather Conditions
Certain areas of the world have historically been prone to and economically sensitive to environmental events such as, but not limited to,
hurricanes, earthquakes, typhoons, flooding, tidal waves, tsunamis, erupting volcanoes, wildfires or droughts, tornadoes, mudslides, or other weather-related phenomena. Such disasters, and the resulting physical or economic damage, could have a
severe and negative impact on the Funds investment portfolio and, in the longer term, could impair the ability of issuers in which the Fund invests to conduct their businesses as they would under normal conditions. Adverse weather conditions
may also have a particularly significant negative effect on issuers in the agricultural sector and on insurance companies that insure against the impact of natural disasters.
Tax Risks
As with any investment, you should
consider how your investment in shares of the Fund will be taxed. The tax information in the Prospectus and this SAI is provided as general information. You should consult your own tax professional about the tax consequences of an investment in
shares of the Fund. Refer to Income Dividends, Capital Gain Distributions, and Tax Status section of the SAI for additional information regarding Fund taxation.
15
Securities Lending
Under procedures adopted by the Trustees, the Fund may seek to earn additional income by lending securities to qualified parties (typically brokers or other
financial institutions) who need to borrow securities in order to complete, among other things, certain transactions such as covering short sales, avoiding failures to deliver securities, or completing arbitrage activities. To the extent the Fund
engages in securities lending, there is the risk of delay in recovering a loaned security. In addition, Janus Capital makes efforts to balance the benefits and risks from granting such loans. The Fund may participate in a securities lending program
pursuant to which shares of an issuer may be on loan while that issuer is conducting a proxy solicitation. Generally, if shares of an issuer are on loan during a proxy solicitation, the Fund cannot vote the shares. The Fund has discretion to pull
back lent shares before proxy record dates and vote proxies if time and jurisdictional restrictions permit. All loans will be continuously secured by collateral which may consist of cash, U.S. Government securities, domestic and foreign short-term
debt instruments, letters of credit, time deposits, repurchase agreements, money market mutual funds or other money market accounts, or such other collateral as permitted by the SEC. If the Fund is unable to recover a security on loan, the Fund may
use the collateral to purchase replacement securities in the market. There is a risk that the value of the collateral could decrease below the cost of the replacement security by the time the replacement investment is made, resulting in a loss to
the Fund. In certain circumstances, individual loan transactions could yield negative returns.
Upon receipt of cash collateral, Janus Capital may invest
it in affiliated or non-affiliated cash management vehicles, whether registered or unregistered entities, as permitted by the 1940 Act and rules promulgated thereunder. Janus Capital currently intends to invest the cash collateral in a cash
management vehicle for which Janus Capital serves as investment adviser. An investment in a cash management vehicle is generally subject to the same risks that shareholders experience when investing in similarly structured vehicles, such as the
potential for significant fluctuations in assets as a result of the purchase and redemption activity of the securities lending program, a decline in the value of the collateral, and possible liquidity issues. Such risks may delay the return of the
cash collateral and cause the Fund to violate its agreement to return the cash collateral to a borrower in a timely manner. As adviser to the Fund and the affiliated cash management vehicle in which the cash collateral is invested, Janus Capital has
an inherent conflict of interest as a result of its fiduciary duties to both the Fund and the cash management vehicle. Additionally, Janus Capital receives an investment advisory fee of 0.05% for managing the cash management vehicle used for the
securities lending program, and therefore may have an incentive to allocate collateral to the cash management vehicle rather than to other collateral management options for which Janus Capital does not receive compensation.
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INFORMATION ABOUT THE UNDERLYING INDEX PROVIDER AND DISCLAIMERS
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The Fund will attempt to seek investment results that correspond generally, before fees and expenses, to the
performance of its respective Underlying Index.
Solactive AG (Solactive or the Index Provider) is the Index Provider for the
Underlying Index. Janus Capital has entered into a license agreement with Solactive to use the Underlying Index. Solactive AG is the licensor of certain trademarks, service marks, and trade names.
Neither Solactive nor any of its affiliates make any representation or warranty, express or implied, to the owners of the Fund or any member of the public
regarding the advisability of investing in securities generally or in the Fund particularly or the ability of a respective Underlying Index to track general market performance. The Underlying Index is determined, composed, and calculated by
Solactive without regard to Janus Capital or the respective Fund. Solactive has no obligation to take the needs of Janus Capital or the owners of the Fund into consideration in determining, composing, or calculating a respective Underlying Index.
Solactive is not responsible for and has not participated in the determination of the timing of, prices at, or quantities of the Fund to be issued or in the determination or calculation of the equation by which the Fund is to be converted into cash.
ALTHOUGH SOLACTIVE SHALL OBTAIN INFORMATION FOR INCLUSION IN OR FOR USE IN THE CALCULATION OF THE UNDERLYING INDEX FROM SOURCES WHICH IT CONSIDERS
RELIABLE, IT DOES NOT GUARANTEE THE QUALITY, ACCURACY AND/OR THE COMPLETENESS OF AN UNDERLYING INDEX OR ANY DATA INCLUDED THEREIN AND SHALL HAVE NO LIABILITY FOR ERRORS OR OMISSIONS OF ANY KIND RELATED TO AN UNDERLYING INDEX OR DATA. SOLACTIVE MAKES
NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY JANUS CAPITAL, OWNERS OF THE FUND, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE UNDERLYING INDEX OR ANY DATA INCLUDED THEREIN IN CONNECTION WITH THE RIGHTS LICENSED TO JANUS
CAPITAL FOR ANY
16
OTHER USE. SOLACTIVE MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE
UNDERLYING INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL IT HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY
OF SUCH DAMAGES.
Janus Capital does not guarantee the accuracy and/or the completeness of the Underlying Indices or any data included therein, and Janus
Capital shall have no liability for any errors, omissions or interruptions therein. Janus Capital makes no warranty, express or implied, as to results to be obtained by the Fund, owners of the shares of the Fund or any other person or entity from
the use of an Underlying Index or any data included therein. Janus Capital makes no express or implied warranties, and expressly disclaims all warranties of merchantability or fitness for a particular purpose or use with respect to the Underlying
Index or any data included therein. Without limiting any of the foregoing, in no event shall Janus Capital have any liability for any special, punitive, direct, indirect or consequential damages (including lost profits) arising out of matters
relating to the use of the respective Underlying Indices even if notified of the possibility of such damages.
Janus Capital and Janus Capitals
logo are service marks of Janus Capital. All other trademarks, service marks or registered trademarks are the property of their respective owners.
The portfolio turnover rate of the Fund is calculated by dividing the lesser of purchases or sales of portfolio securities
(exclusive of purchases or sales of U.S. Government securities and all other securities whose maturities at the time of acquisition were one year or less) by the monthly average of the value of the portfolio securities owned by the Fund during the
year. Proceeds from short sales and assets used to cover short positions undertaken are included in the amounts of securities sold and purchased, respectively, during the fiscal year. A 100% portfolio turnover rate would occur, for example, if all
of the securities held by the Fund were replaced once during the fiscal year. The Fund cannot accurately predict its turnover rate. Variations in portfolio turnover rates shown may be due to turnover in the Funds Underlying Index, market
conditions, changes in the size of the Fund, fluctuating volume of shareholder purchase and redemption orders and the nature of the Funds investments. Higher levels of portfolio turnover may result in higher costs for brokerage commissions,
dealer mark-ups, and other transaction costs, and may also result in taxable capital gains. Higher costs associated with increased portfolio turnover may offset gains in Fund performance. The following table summarizes the portfolio turnover rates
for the Fund for the fiscal years ended October 31, 2019 and 2018.
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Fund Name
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Portfolio Turnover Rate
for the Fiscal
Year Ended
October 31, 2019
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Portfolio Turnover Rate
for the Fiscal
Year Ended
October 31, 2018
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The
Long-Term Care ETF
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13%
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38%
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AVAILABILITY OF PORTFOLIO HOLDINGS INFORMATION
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The Investment Company Holdings Disclosure Policies and Procedures adopted by the Funds Trustees are designed to
ensure that the Funds portfolio holdings information is disclosed in a manner that (i) is consistent with applicable legal requirements and in the best interest of the Funds shareholders; (ii) does not put the interests of
Janus Capital, ALPS Distributors, Inc., or any affiliated person of Janus Capital or ALPS Distributors, Inc., above those of Fund shareholders; (iii) does not advantage any current or prospective Fund shareholders over any other current or
prospective Fund shareholders, except to the extent that certain entities (as described below) may receive portfolio holdings information not available to other current or prospective Fund shareholders in connection with the dissemination of
Creation Units; and (iv) does not provide selective access to portfolio holdings information except pursuant to the procedures outlined below and to the extent appropriate confidentiality arrangements limiting the use of such information are in
effect. The entities referred to in sub-section (iii) above are generally limited to National Securities Clearing Corporation members, subscribers to various fee-based subscription services, Authorized Participants, and other
institutional market participants and entities that provide information for transactional services.
Disclosure of Portfolio Holdings in Accordance
with SEC Exemptive Relief. Each business day, the Funds portfolio holdings information is provided to ALPS Distributors, Inc. or other agent for dissemination through the facilities of the National Securities
17
Clearing Corporation and/or other fee-based subscription services to National Securities Clearing Corporation members and/or subscribers to entities that publish and/or analyze such information
in connection with the process of purchasing or redeeming Creation Units or trading shares of the Fund in the secondary market. This information typically reflects the Funds anticipated holdings on the following business day. In addition, on
each business day before commencement of trading in shares on the Stock Exchange, the Fund will disclose on janushenderson.com/info the identities and quantities of each portfolio position held by the Fund that will form the basis for the
Funds calculation of the NAV per share at the end of the business day.
Disclosure of Portfolio Holdings as Required by Applicable
Law. The Fund is also required to disclose its complete holdings as an exhibit to its reports on Form N-PORT within 60 days of the end of the first and third fiscal quarters, and in the annual report and semiannual report to Fund
shareholders. These reports (i) are available on the SECs website at http://www.sec.gov; (ii) may be obtained by calling 1-800-SEC-0330 and (iii) are available without charge, upon request, by calling a Janus representative at
1-800-525-0020.
Daily access to information concerning the Funds portfolio holdings is permitted (i) to certain personnel of those service
providers that are involved in portfolio management and in providing administrative, operational, risk management, or other support to portfolio management; and (ii) to other personnel of Janus Capital, ALPS Distributors, Inc. and its
affiliates, and the administrator, custodian, and fund accountant who deal directly with, or assist in, functions related to investment management, distribution, administration, custody, securities lending, and fund accounting, as may be necessary
to conduct business in the ordinary course in a manner consistent with federal securities laws and regulations thereunder.
Portfolio holdings information
made available in connection with the creation/redemption process may be provided to other entities that provide services to the Fund in the ordinary course of business after it has been disseminated to the National Securities Clearing Corporation.
From time to time, information concerning portfolio holdings other than portfolio holdings information made available in connection with the creation/redemption process, as discussed above, may be provided to other entities that provide services to
the Fund, including rating or ranking organizations, in the ordinary course of business, no earlier than one business day following the date of the information.
Nonpublic portfolio holdings information may be disclosed to certain third parties upon a good faith determination made by Janus Capitals Chief
Compliance Officer that the Fund has a legitimate business purpose for such disclosure and the recipient agrees to maintain confidentiality. The Chief Compliance Officer reports to the Funds Trustees regarding material compliance matters with
respect to the portfolio holdings disclosure policies and procedures.
Under extraordinary circumstances, Janus Capitals Chief Compliance Officer or
a designee has the authority to waive one or more provisions of, or make exceptions to, the Investment Company Holdings Disclosure Policies and Procedures when in the best interest of the Fund and when such waiver or exception is consistent with
federal securities laws and applicable fiduciary duties. The frequency with which portfolio holdings are disclosed, as well as the lag time associated with such disclosure, may vary as deemed appropriate under the circumstances.
18
INVESTMENT ADVISER
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INVESTMENT ADVISER JANUS CAPITAL MANAGEMENT LLC
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As stated in the Prospectus, the Fund has an Investment Advisory Agreement with Janus Capital Management LLC,
151 Detroit Street, Denver, Colorado 80206-4805. Janus Capital is an indirect wholly-owned subsidiary of Janus Henderson Group plc (JHG). Janus Capital Group Inc., the direct parent of Janus Capital, completed a strategic
combination with Henderson Group plc on May 30, 2017 to form JHG, doing business as Janus Henderson Investors.
The Funds Advisory Agreement is in
effect from year to year so long as such continuance is approved at least annually by the vote of a majority of the Funds Trustees who are not parties to the Advisory Agreement or interested persons (as defined by the 1940 Act) of
any such party (the Independent Trustees), and by either the Funds Trustees or the affirmative vote of a majority of the outstanding voting securities of the Fund. The Advisory Agreement: (i) may be terminated, without the
payment of any penalty, by the Funds Trustees, or the vote of at least a majority of the outstanding voting securities of the Fund, or Janus Capital, on 60 days advance written notice; (ii) terminates automatically in the event of
its assignment; and (iii) generally, may not be amended without the approval by vote of a majority of the Trustees of the affected Fund, including a majority of the Independent Trustees, and, to the extent required by the 1940 Act, the
affirmative vote of a majority of the outstanding voting securities of that Fund.
The Advisory Agreement provides that Janus Capital will furnish
continuous advice and recommendations concerning the Funds investments, provide office space for the Fund, and certain other advisory-related services. Pursuant to the Advisory Agreement, under the unitary fee structure, the Fund pays Janus
Capital a Management Fee in return for providing certain investment advisory, supervisory, and administrative services to the Fund. The fee structure is designed to pay substantially all of the Funds expenses. However, the Fund
bears other expenses which are not covered under the Management Fee, such as distribution fees (if any), brokerage expenses or commissions, interest, dividends, taxes, litigation expenses, acquired fund fees and expenses (if any), and extraordinary
expenses.
Janus Capital has received an exemptive order from the SEC that permits Janus Capital, subject to the approval of the Trustees, to appoint or
replace certain subadvisers to manage all or a portion of the Funds assets and enter into, amend, or terminate a subadvisory agreement with certain subadvisers without obtaining shareholder approval (a manager-of-managers
structure). The manager-of-managers structure applies to subadvisers that are not affiliated with the Trust or Janus Capital (non-affiliated subadvisers), as well as any subadviser that is an indirect or direct wholly-owned
subsidiary (as such term is defined by the 1940 Act) of Janus Capital or of another company that, indirectly or directly, wholly owns Janus Capital (collectively, wholly-owned subadvisers).
Pursuant to the order, Janus Capital, with the approval of the Trustees, has the discretion to terminate any subadviser and allocate and reallocate the
Funds assets among Janus Capital and any other non-affiliated subadvisers or wholly-owned subadvisers (including terminating a non-affiliated subadviser and replacing it with a wholly-owned subadviser). To the extent that the Funds
assets are allocated to one or more subadvisers, Janus Capital, subject to oversight and supervision by the Trustees, would have responsibility to oversee such subadviser to the Fund and to recommend for approval by the Trustees, the hiring,
termination, and replacement of a subadviser for the Fund. The order also permits the Fund to disclose subadvisers fees only in the aggregate. In the event that Janus Capital hires a subadviser pursuant to the manager-of-managers structure,
the affected Janus Henderson fund would provide shareholders with information about the subadviser and subadvisory agreement within 90 days.
The
Trustees and the initial shareholder of the Fund have approved the use of a manager-of-managers structure for the Fund.
Janus Capital also provides
certain administration services necessary for the operation of the Fund, including, but not limited to, preparation of prospectuses.
You can request the
Funds annual or semiannual reports (as they become available), free of charge, by contacting your broker-dealer, plan sponsor, or financial intermediary, or by contacting a Janus representative at 1-800-668-0434. The reports are also
available, free of charge, at janushenderson.com/info.
19
The Fund pays a monthly Management Fee to Janus Capital for its services.
The following table reflects the Funds contractual Management Fee rate for the most recent fiscal year (expressed as an annual rate). The fee is based on
the Funds daily net assets.
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Fund Name
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Daily Net
Assets of the
Fund
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Contractual
Management Fees (%)
(annual rate)
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The Long-Term Care ETF
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$0-$500 million
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0.35
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Next $500 million
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0.28
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Over $1 billion
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0.20
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The following table summarizes the Management Fees paid by the Fund for the fiscal years ended October 31, 2019, 2018
and 2017.
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Fund Name
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For the Fiscal
Year Ended
October 31, 2019
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For the Fiscal
Year Ended
October 31, 2018
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For the Fiscal
Year Ended
October 31, 2017
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The
Long-Term Care ETF
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$61,193
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$48,510
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$35,221
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PAYMENTS TO FINANCIAL INTERMEDIARIES BY JANUS CAPITAL OR ITS
AFFILIATES
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From their own assets, Janus Capital or its affiliates pay selected brokerage firms or other financial intermediaries for
making certain funds available to their clients or otherwise distributing, promoting or marketing the funds. Janus Capital or its affiliates make payments to one or more intermediaries for information about transactions and holdings in a fund, such
as the amount of fund shares purchased, sold or held through the intermediary and or its salespersons, the intermediary platform(s) on which shares are transacted and other information related to a fund. Payments made to intermediaries may eliminate
or reduce trading commissions that the intermediary would otherwise charge its customers or its salespersons in connection with the purchase or sale of certain funds. Payment by Janus Capital or its affiliates to eliminate or reduce a trading
commission creates an incentive for salespersons of the intermediary to sell the Janus Henderson funds over other funds for which a commission would be charged. The amount of these payments is determined from time to time by Janus Capital, may be
substantial, and may differ for different intermediaries. Janus Capital may determine to make payments based on any number of factors or metrics. For example, Janus Capital may make payments at year-end and/or other intervals in a fixed amount, an
amount based upon an intermediarys services at defined levels, an amount based upon the total assets represented by funds subject to arrangements with the intermediary, or an amount based on the intermediarys net sales of one or more
funds in a year or other period, any of which arrangements may include an agreed-upon minimum or maximum payment, or any combination of the foregoing. Other factors may include, but are not limited to, the distribution capabilities of the
intermediary, the overall quality of the relationship, expected gross and/or net sales generated by the relationship, disposition and retention rates of assets held through the intermediary, the willingness to cooperate with Janus Capitals
marketing efforts, access to sales personnel, and the anticipated profitability of sales through the institutional relationship. These factors and their weightings may differ from one intermediary to another and may change from time to time. As of
the date of this SAI, Janus Capital and its affiliates have agreements with Morgan Stanley Smith Barney LLC, National Financial Services LLC, Fidelity Brokerage Services, LLC, and Intermediary Analytics, a division of NY Mellon Performance &
Risk Analytics, LLC to make payments out of their own assets related to the acquisition or retention of certain Janus Henderson ETFs. Any additions, modifications, or deletions to the broker-dealer firms identified that have occurred since that date
are not reflected.
With respect to non-exchange-traded Janus Henderson funds, Janus Capital or its affiliates may pay fees, from their own assets, to
selected brokerage firms, banks, financial advisors, retirement plan service providers, and other financial intermediaries that sell the Janus Henderson funds for distribution, marketing, promotional, or related services, and/or for providing
recordkeeping, subaccounting, transaction processing, and other shareholder or administrative services (including payments for processing transactions via National Securities Clearing Corporation (NSCC) or other means) in connection with
investments in the Janus Henderson funds. These fees are in addition to any fees that may be paid by the Janus Henderson funds for these types of services or other services. Shareholders investing through an intermediary should consider whether
such arrangements exist when evaluating any recommendations from an intermediary.
20
In addition, Janus Capital or its affiliates may also share certain marketing expenses with intermediaries, or
pay for or sponsor informational meetings, seminars, client awareness events, support for marketing materials, sales reporting, or business building programs for such intermediaries to raise awareness of the Janus Henderson funds. Janus Capital or
its affiliates may also pay intermediaries for the development of technology platforms and reporting systems. Janus Capital or its affiliates may make payments to participate in intermediary marketing support programs which may provide Janus Capital
or its affiliates with one or more of the following benefits: attendance at sales conferences, participation in meetings or training sessions, access to or information about intermediary personnel, use of an intermediarys marketing and
communication infrastructure, fund analysis tools, business planning and strategy sessions with intermediary personnel, information on industry- or platform-specific developments, trends and service providers, and other marketing-related services.
Such payments may be in addition to, or in lieu of, the payments described above. These payments are intended to promote the sales of Janus Henderson funds and to reimburse financial intermediaries, directly or indirectly, for the costs that they or
their salespersons incur in connection with educational seminars, meetings, and training efforts about the Janus Henderson funds to enable the intermediaries and their salespersons to make suitable recommendations, provide useful services, and
maintain the necessary infrastructure to make the Janus Henderson funds available to their customers.
The receipt of (or prospect of receiving) payments,
reimbursements, and other forms of compensation described above may provide a financial intermediary and its salespersons with an incentive to favor sales of Janus Henderson funds shares over sales of other funds (or non-investment company
investments), with respect to which the financial intermediary does not receive such payments or receives them in a lower amount. The receipt of these payments may cause certain financial intermediaries to elevate the prominence of the Janus
Henderson funds within such financial intermediarys organization by, for example, placement on a list of preferred or recommended funds and/or the provision of preferential or enhanced opportunities to promote the Janus Henderson funds in
various ways within such financial intermediarys organization.
From time to time, certain financial intermediaries approach Janus Capital to request
that Janus Capital make contributions to certain charitable organizations. In these cases, Janus Capitals contribution may result in the financial intermediary, or its salespersons, recommending Janus Henderson funds over other funds (or
non-mutual fund investments).
The payment arrangements described above will not change the price an investor pays for shares nor the amount that a
Janus Henderson fund receives to invest on behalf of the investor. You should consider whether such arrangements exist when evaluating any recommendations from an intermediary to purchase or sell shares of the Fund. Please contact your financial
intermediary or plan sponsor for details on such arrangements.
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ADDITIONAL INFORMATION ABOUT JANUS CAPITAL
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Janus Capital acts as adviser to a number of mutual funds and exchange-traded funds. In addition, it acts as subadviser for
a number of private-label mutual funds and provides separate account advisory services for institutional accounts. Janus Capital may also manage its own proprietary accounts, as well as other pooled investment vehicles, such as hedge funds. Janus
Capital has a fiduciary responsibility to manage all client accounts in a fair and equitable manner. As such, investment decisions for each account managed by Janus Capital, including the Fund, are made independently from those for any other account
that is or may in the future become managed by Janus Capital or its affiliates. If, however, a number of accounts managed by Janus Capital are contemporaneously engaged in the purchase or sale of the same security, the orders may be aggregated
and/or the transactions may be averaged as to price and allocated to each account in accordance with allocation procedures adopted by Janus Capital. Partial fills for the accounts of two or more portfolio managers will be allocated pro rata under
procedures adopted by Janus Capital. Circumstances may arise under which Janus Capital may determine that, although it may be desirable and/or suitable that a particular security or other investment be purchased or sold for more than one account,
there exists a limited supply or demand for the security or other investment. Janus Capital seeks to allocate the opportunity to purchase or sell that security or other investment among accounts on an equitable basis by taking into consideration
factors including, but not limited to, size of the portfolio, concentration of holdings, investment objectives and guidelines, purchase costs, and cash availability. Janus Capital, however, cannot assure equality of allocations among all its
accounts, nor can it assure that the opportunity to purchase or sell a security or other investment will be proportionally allocated among accounts according to any particular or predetermined standards or criteria. In some cases, these allocation
procedures may adversely affect the price paid or received by an account or the size of the position obtained or liquidated for an account. In others, however, the accounts ability to participate in volume transactions may produce better
executions and prices for the accounts.
21
With respect to allocations of initial public offerings of equity securities or syndicate offerings of bonds
(each a Primary Offering), under Primary Offering allocation procedures adopted by Janus Capital, an account may participate in a Primary Offering if the portfolio managers believe the Primary Offering is an appropriate investment based
on the accounts investment restrictions, risk profile, asset composition, and/or cash levels. For equity securities, these Primary Offering allocation procedures generally require that all shares purchased in a Primary Offering be allocated to
all participating accounts based upon a portfolio managers initial indication of interest (i.e., his or her desired number of shares or the aggregate amount to be invested). For syndicated bond offerings, the Primary Offering procedures
generally require that all bonds purchased be allocated on a pro rata basis to all participating accounts within the same investment strategy (as opposed to pro rata across all participating accounts). To the extent a fund, such as a new fund, has
only affiliated shareholders, such as a portfolio manager or an adviser, and the fund participates in a Primary Offering, those shareholders may be perceived as receiving a benefit and, as a result, may have a conflict with management of the fund.
Janus Capital is permitted to adjust its allocation procedures to address fractional shares, odd lots, or minimum issue sizes. In certain circumstances,
and subject to its allocation procedures, Janus Capital may deviate from a pro-rata allocation to account for allocation sizes that are deemed, by the portfolio managers, to be de minimis to certain eligible accounts or to address situations
specific to individual accounts (e.g., cash limitations, position weightings, etc.). Participation in Primary Offerings may impact performance. In particular, the allocation of securities may have the unintended consequence of having a greater
impact (positive or negative) on the performance of one or more accounts compared to other accounts.
Janus Capital manages long and short portfolios. The
simultaneous management of long and short portfolios creates potential conflicts of interest in fund management and creates potential risks such as the risk that short sale activity could adversely affect the market value of long positions in one or
more funds (and vice versa), the risk arising from the sequential orders in long and short positions, and the risks associated with the trade desk receiving opposing orders in the same security at the same time.
Janus Capital has adopted procedures that it believes are reasonably designed to mitigate these and other potential conflicts and risks. Among other things,
Janus Capital has trade allocation procedures in place as previously described. In addition, procedures prohibit a portfolio manager from executing a short sale on a security held long in any other portfolio that he or she manages but is not held
long in the account in which the portfolio manager is placing the short. Note this does not prohibit shorting against the box. The procedures also require approvals of Janus Capital senior management in other situations that raise potential
conflicts of interest, as well as periodic monitoring of long and short trading activity of the Janus Henderson funds and accounts.
The Fund and other
funds advised by Janus Capital or its affiliates may also transfer daily uninvested cash balances into one or more joint trading accounts. Assets in the joint trading accounts are invested in money market instruments and the proceeds are allocated
to the participating funds on a pro rata basis.
Pursuant to the provisions of the 1940 Act, the Fund may participate in an affiliated or non-affiliated
cash sweep program. In the cash sweep program, uninvested cash balances of the Fund may be used to purchase shares of affiliated or non- affiliated money market funds or cash management pooled investment vehicles that operate pursuant to the
provisions of the 1940 Act that govern the operation of money market funds. All funds are eligible to participate in the cash sweep program (the Investing Funds). As adviser, Janus Capital has an inherent conflict of interest because of
its fiduciary duties to the affiliated money market funds or cash management pooled investment vehicles and the Investing Funds. In addition, Janus Capital receives an investment advisory fee for managing the cash management vehicle used for its
securities lending program, and therefore may have an incentive to allocate collateral to the cash management vehicle rather than to other collateral management options for which Janus Capital does not receive compensation.
Each account managed by Janus Capital has its own investment objective and policies and is managed accordingly by the respective portfolio managers. As a
result, from time to time, two or more different managed accounts may pursue divergent investment strategies with respect to investments or categories of investments.
ALPS Distributors, Inc.s Code of Ethics
Pursuant
to Rule 17j-1 under the 1940 Act, the Trustees have approved a Code of Ethics adopted by ALPS Distributors, Inc. The Code of Ethics is intended to ensure that the interests of shareholders and other clients are placed ahead of any personal interest,
that no undue personal benefit is obtained from the persons employment activities and that actual and potential conflicts of interest are avoided.
22
The Code of Ethics applies to the personal investing activities of ALPS Distributors, Inc. (Access
Persons). Rule 17j-1 and the Code of Ethics are designed to prevent unlawful practices in connection with the purchase or sale of securities by Access Persons. Under the Code of Ethics, Access Persons are permitted to engage in personal
securities transactions, but are required to report their personal securities transactions for monitoring purposes. The Code of Ethics permits personnel subject to the Code to invest in securities subject to certain limitations, including securities
that may be purchased or held by the Fund. In addition, certain Access Persons are required to obtain approval before investing in initial public offerings or private placements. The Code of Ethics is on file with the SEC, and is available to the
public.
Janus Capital Personal Code of Ethics
Janus Capital currently has in place the Personal Code of Ethics, which is comprised of the Personal Account Dealing Policy, the Gift and Entertainment
Received Policy, the Outside Business Activities Policy, and the Political Activities Policy. The Personal Code of Ethics is designed to ensure Janus Capital personnel: (i) observe applicable legal (including compliance with applicable federal
securities laws) and ethical standards in the performance of their duties; (ii) at all times place the interests of the Fund shareholders first; (iii) disclose all actual or potential conflicts; (iv) adhere to the highest standards of loyalty,
candor, and care in all matters relating to the Fund shareholders; (v) conduct all personal trading, including transactions in the Fund and other securities, consistent with the Personal Code of Ethics and in such a manner as to avoid any actual or
potential conflict of interest or any abuse of their position of trust and responsibility; and (vi) refrain from using any material nonpublic information in securities trading. The Personal Code of Ethics is on file with and available from the SEC
through the SEC website at http://www.sec.gov.
Under the Personal Account Dealing Policy, all Janus Capital personnel, as well as the Trustees and
Officers of the Fund, are required to conduct their personal investment activities in a manner that Janus Capital believes is not detrimental to the Fund. In addition, Janus Capital personnel are not permitted to transact in securities held by the
Fund for their personal accounts except under circumstances specified in the Personal Account Dealing Policy. All personnel of Janus Capital and the Fund, as well as certain other designated employees deemed to have access to current trading
information, are required to pre-clear all transactions in securities not otherwise exempt. Requests for trading authorization will be denied when, among other reasons, the proposed personal transaction would be contrary to the provisions of the
Personal Account Dealing Policy.
In addition to the pre-clearance requirement described above, the Personal Account Dealing Policy subjects such
personnel to various trading restrictions and reporting obligations. All reportable transactions are reviewed for compliance with the Personal Account Dealing Policy and under certain circumstances Janus Capital personnel may be required to forfeit
profits made from personal trading.
|
PROXY VOTING POLICIES AND PROCEDURES
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The Funds Trustees have delegated to Janus Capital the authority to vote all proxies relating to such Funds
portfolio securities in accordance with Janus Capitals own policies and procedures. A summary of Janus Capitals policies and procedures is available without charge: (i) upon request, by calling 1-800-525-0020; (ii) on the
Funds website at janushenderson.com/proxyvoting; and (iii) on the SECs website at http://www.sec.gov.
A complete copy of Janus
Capitals proxy voting policies and procedures, including specific guidelines, is available at janushenderson.com/proxyvoting.
The Funds
proxy voting record for the one-year period ending each June 30th is available, free of charge, through janushenderson.com/proxyvoting and from the SECs through the SEC website at http://www.sec.gov.
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JANUS CAPITAL MANAGEMENT LLC
PROXY VOTING SUMMARY FOR THE FUNDS
|
Janus Capital seeks to vote proxies in the best interest of its shareholders and without regard to any other Janus Capital
relationship (business or otherwise).
Proxy Voting Procedures
Janus Capital has adopted proxy voting procedures (the Proxy Voting Procedures) and developed proxy voting guidelines (the Janus
Guidelines) that are intended to ensure that votes are cast in the best interest of clients and shareholders, including by mitigating any potential conflicts of interest.
23
The Janus Guidelines outline how Janus Capital generally votes proxies for securities held in the funds and
accounts it manages. The Janus Guidelines, which include recommendations on most major corporate issues, are developed by the Janus Henderson Proxy Voting Committee (the Proxy Voting Committee) in consultation with Janus Capitals
portfolio managers. The Proxy Voting Committee is composed of representatives from the Office of the Treasurer, Operations Control, Compliance, as well as Governance and Responsible Investing, and equity portfolio management; and assisted by a non-voting member from the Legal group. The Proxy Voting Committee also engages Institutional Shareholder Services Inc. (ISS) (the Proxy Voting Service) to provide research and
recommendations on policies and guidelines.
Although Janus Capital has created the Proxy Voting Committee to provide guidance on general proxy issues and
engaged the Proxy Voting Service to provide research and recommendations on specific ones, Janus Capitals portfolio managers are ultimately responsible for determining how to vote proxies with respect to securities held in the portfolio they
manage. The Janus Guidelines identify votes where portfolio manager input is neither requested nor required along with votes where portfolio manager input is requested or required. The portfolio managers have elected to generally vote in accordance
with the Janus Guidelines, in accordance with the Proxy Voting Service recommendation where portfolio manager input is required, and in accordance with the votes of another portfolio manager that also holds those securities if that other portfolio
manager is better situated to make a determination on the particular proxy issue and instructs a vote contrary to the Janus Guidelines or to the Proxy Voting Service recommendation.
The Fund may participate in a securities lending program under which shares of an issuer may be on loan while that issuer is conducting a proxy solicitation.
Generally, if shares of an issuer are on loan during a proxy solicitation, the Fund cannot vote the shares. The portfolio managers have discretion to pull back lent shares before proxy record dates and vote proxies if time permits.
The Proxy Voting Committees oversight responsibilities include monitoring for, and resolving, potential and actual material conflicts of interest with
respect to proxy voting. A conflict of interest may arise from a number of situations, including but not limited to a business relationship between Janus Capital and the issuer, an inducement provided to portfolio management by the issuer or its
agents or a personal relationship between portfolio management and the management of the issuer. Janus Capital believes that default application of the Janus Guidelines should, in most cases, adequately address any possible conflicts of interest.
However, the potential for conflicts of interest exists in instances where portfolio management exercises discretion to (i) vote against the Janus Guidelines or (ii) vote against ISS benchmark recommendation and with management on an
item that has been referred. In those circumstances (together, exception votes), portfolio management is required to provide a sufficient written rationale for their vote. On a quarterly basis, the Proxy Voting Committee reviews
exception votes and assesses the adequacy of portfolio managements stated rationale. If the Proxy Voting Committee does not agree that portfolio managements rationale is reasonable with regards to a potential or actual personal conflict
of interest the proxy vote will be cast in accordance with the Janus Guidelines or as instructed by the Chief Investment Officer or a delegate. If the Proxy Voting Committee does not agree that portfolio managements rational is reasonable with
regards to a potential or actual business conflict of interest, the proxy vote will be cast in accordance with the Janus Guidelines or as instructed by the Proxy Voting Committee.
Proxy Voting Policies
As discussed above, the Proxy
Voting Committee has developed the Janus Guidelines for use in voting proxies. Below is a summary of some of the Janus Guidelines.
Board of
Directors Issues
Janus Capital: (i) will generally vote in favor of slates of director candidates that are comprised of a majority of
independent directors; (ii) will generally vote in favor of proposals to increase the minimum number of independent directors; and (iii) will generally oppose non-independent directors who serve on the audit, compensation, and/or
nominating committees of the board.
Auditor Issues
Janus Capital will generally oppose proposals asking for approval of auditors that have a financial interest in or association with the company and are
therefore not independent.
Equity and Executive Compensation Issues
Janus Capital will generally vote in favor of equity-based compensation plans unless they create an inconsistent relationship between long-term share
performance and compensation, do not demonstrate good stewardship of investors interests, or contain problematic features. Proposals regarding the re-pricing of underwater options (stock options in which the price the
24
employee is contracted to buy shares is higher than the current market price) and the issuance of reload options (stock options that are automatically granted if outstanding stock options are
exercised during a window period) will generally be opposed. Janus Capital will generally vote in favor with regard to advisory votes on executive compensation (say-on-pay), unless problematic pay practices are maintained.
General Corporate Issues
Janus Capital:
(i) will generally oppose proposals regarding supermajority voting rights (for example, to approve acquisitions or mergers); (ii) will generally oppose proposals for different classes of stock with different voting rights; and
(iii) will generally oppose proposals seeking to implement measures designed to prevent or obstruct corporate takeovers, unless such measures are designed primarily as a short-term means to protect a tax benefit or are structured in a way that
give shareholders the ultimate decision on any proposal or offer, and are proposed in a transparent and independent fashion. Janus Capital will review proposals relating to mergers, acquisitions, tender offers, and other similar actions on a
case-by-case basis.
Shareholder Proposals
If a shareholder proposal is specifically addressed by the Janus Guidelines, Janus Capital will generally vote pursuant to that Janus Guideline. Janus
Capitals first priority is to act as a fiduciary in the best interests of its clients. Janus Capital recognizes that environmental, social, moral, or ethical issues present risks and opportunities that can have an impact on company financial
performance. Janus Capital strives to balance these issues in a manner consistent with its fiduciary obligations. Janus Capital will generally vote with management on these matters unless it identifies areas of weakness or deficiency relative to
peers and/or industry best practices or it feels that management has failed to adequately respond to shareholder concerns. In such instances Janus Capital will review these matters on a case-by-case basis, consistent with its fiduciary obligations
to clients. Janus Capital will solicit additional research from its Proxy Voting Service for proposals outside the scope of the Janus Guidelines.
25
CUSTODIAN, TRANSFER AGENT
AND CERTAIN AFFILIATIONS
State Street Bank and Trust Company (State Street or the Custodian), P.O. Box 0351, Boston, Massachusetts 02117-0351 is the custodian
of the domestic securities and cash of the Fund and of an affiliated cash management pooled investment vehicle. State Street is the designated Foreign Custody Manager (as the term is defined in Rule 17f-5 under the 1940 Act) of the Funds
securities and cash held outside the United States. The Funds Trustees have delegated to State Street certain responsibilities for such assets, as permitted by Rule 17f-5. State Street and the foreign subcustodians selected by it hold the
Funds assets in safekeeping and collect and remit the income thereon, subject to the instructions of the Fund. State Street also serves as transfer agent for the shares of the Fund (Transfer Agent).
State Street also provides certain fund administration services to the Fund, including services related to the Funds accounting, including calculating
the daily NAV, audit, tax, and reporting obligations, pursuant to an Agreement with Janus Capital, on behalf of the Fund. Janus Capital may cancel this Agreement at any time with 90 days notice. As compensation for such services, Janus Capital
pays State Street a fee based on a percentage of each Funds assets, with a minimum flat fee, per Fund, for certain services. Janus Capital serves as administrator to the Fund, providing oversight and coordination of the Funds service
providers, recordkeeping and other administrative services. Janus Capital does not receive any additional compensation, beyond the unitary fee, for serving as administrator.
The following table summarizes the fees received by State Street for custodian, transfer agent and sub-administrative services for the fiscal years ended
October 31, 2019, 2018 and 2017 for the Fund.
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Fund Name
|
|
Fiscal Year Ended
October 31, 2019
|
|
|
Fiscal Year Ended
October 31, 2018
|
|
|
Fiscal Year Ended
October 31, 2017
|
|
The
Long-Term Care ETF
|
|
$
|
122,387
|
|
|
$
|
113,021
|
|
|
$
|
107,976
|
|
Pursuant to agreements with Janus Capital on behalf of the Fund, State Street Global Markets, an affiliate of
State Street, may execute portfolio transactions for the Fund, including but not limited to, transactions in connection with cash in lieu transactions (as described under Fund Deposit) for non-US
securities.
ALPS Distributors, Inc. (ALPS or the Distributor), 1290 Broadway, #1000, Denver, CO 80203-5603 is registered as a broker-dealer under the Securities Exchange Act of 1934 and is a member of the Financial Industry Regulatory Authority, Inc. (FINRA). ALPS acts as the agent of the Fund in connection with the sale of
their shares in all states in which such shares are registered and in which ALPS is qualified as a broker-dealer. Under the Distribution Agreement, ALPS offers Creation Units of the Funds shares on an ongoing basis.
Pursuant to an agreement with ALPS, Janus Distributors LLC (dba Janus Henderson Distributors), 151 Detroit Street, Denver, Colorado
80206-4805, a wholly-owned subsidiary of Janus Capital, and a member of FINRA, may provide marketing and promotional services on behalf of the Fund. Janus Henderson Distributors does not receive any compensation from the Fund or ALPS for such
services.
26
PORTFOLIO TRANSACTIONS AND
BROKERAGE
Janus Capital places all portfolio transactions of the Fund. Janus Capital has a
policy of seeking to obtain the best execution of all portfolio transactions (the best net prices under the circumstances based upon a number of factors including and subject to the factors discussed below) provided that Janus Capital
may occasionally pay higher commissions for research services as described below. The Fund may trade foreign securities in foreign countries because the best available market for these securities is often on foreign exchanges. In transactions on
foreign stock exchanges, brokers commissions are frequently fixed and are often higher than in the United States, where commissions are negotiated.
Janus Capital considers a number of factors in seeking best execution in selecting broker-dealers and in establishing commissions on transactions. Those
factors include, but are not limited to: Janus Capitals knowledge of currently available established commission rates, prices of securities currently available, and other current transaction costs associated with various trading tools,
channels and venues; the nature, liquidity, size and type of the security being traded; the nature and character of the markets for the security to be purchased or sold; the desired timing or urgency of the trade pursuant to the investment decision;
the activity existing and expected in the market for the particular security; the ability of a broker to maintain confidentiality, including trade anonymity; the quality of the execution, clearance, and settlement services of a broker-dealer;
financial stability of the broker-dealer and the existence of actual or apparent operational problems of the broker-dealer; principal commitment by the broker-dealer to facilitate the transactions; and with respect to equity transactions for a Janus
Henderson Fund that may utilize client commission agreements (CCAs) (as described below), the value of research products or services provided by a broker-dealer. In recognition of the value of the foregoing factors, and as permitted by
Section 28(e) of the Securities Exchange Act of 1934, as amended, Janus Capital may place portfolio transactions with a broker-dealer at a commission rate (or charge) that is in excess of the commission (or charge) another broker-dealer would have
charged for effecting that transaction if Janus Capital determines in good faith that the amount of such commission (or charge) was reasonable in light of the value of the brokerage and research services provided by such broker-dealer or provided by
third parties viewed in terms of either that particular transaction or of the overall responsibilities of Janus Capital with respect to all client accounts. If the Fund utilizes research services, such services must qualify as advice,
analyses, or reports. To determine that a service constitutes eligible research services, Janus Capital must conclude that it reflects the expression of reasoning or knowledge relating to the value of securities,
advisability of effecting transactions in securities or analyses, or reports concerning issuers, securities, economic factors, investment strategies, or the performance of accounts. To constitute eligible brokerage services, such
services must effect securities transactions and functions incidental thereto, and include clearance, settlement, and the related custody services. Additionally, brokerage services have been interpreted to include services relating to the execution
of securities transactions. Research received from brokers or dealers is supplemental to Janus Capitals own research efforts. Because Janus Capital receives a benefit from the research and brokerage services it receives from broker-dealers,
Janus Capital has an incentive to continue to use those broker-dealers to effect transactions instead of other broker-dealers who do not provide such services, but who may execute transactions at a lower price. Janus Capital does not consider a
broker-dealers sale of Fund shares when choosing a broker-dealer to effect transactions.
Cross trades, in which one Janus Capital
account sells a particular security to another Janus Capital account (potentially saving transaction costs for both accounts), may also pose a potential conflict of interest. Cross trades may be seen to involve a potential conflict of interest if,
for example, one account is permitted to sell a security to another account at a higher price than an independent third party would pay. Janus Capital and the Funds Trustees have adopted compliance procedures that provide that any transactions
between each Fund and another Janus-advised account are to be made at an independent current market price, as required by law. There is also a potential conflict of interest when cross trades involve a Janus Henderson fund that has substantial
ownership by Janus Capital. At times, Janus Capital may have a controlling interest of a fund involved in a cross trade.
For the fiscal year ended
October 31, 2019, the total brokerage commissions paid by the Fund to brokers and dealers in transactions identified for execution primarily on the basis of research and other services provided to the Fund are summarized below.
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Fund Name
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Commissions
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Transactions
|
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The
Long-Term Care ETF
|
|
$
|
0
|
|
|
$
|
0
|
|
Additionally, Janus Capital does not guarantee any broker the placement of a predetermined amount of securities
transactions in return for the research or brokerage services it provides. Janus Capital does, however, allocate transactions among brokers in a manner consistent with its execution policies, which provide that Janus Capital may seek brokers that it
has identified as
27
providing execution-related services, research, or research-related products of a particular benefit to Janus Capitals clients. Janus Capital has entered into CCAs with certain
broker-dealers under which the broker-dealers may use a portion of their commissions to pay third parties or other broker-dealers that provide Janus Capital with brokerage or research services, as permitted under Section 28(e) of the Securities
Exchange Act of 1934. CCAs allow Janus Capital to direct broker-dealers to pool commissions that are generated from orders executed at that broker-dealer, and then periodically direct the broker-dealer to pay third parties or other broker-dealers
for research or brokerage services. All uses of CCAs by Janus Capital are subject to applicable law and Janus Capitals best execution obligations. Brokerage and research products and services furnished by brokers may, however, be used in
servicing any or all of the clients of Janus Capital, and such brokerage or research products and services may not necessarily be used by Janus Capital in connection with the same accounts that paid the commissions or charges to the broker or third
party providing such brokerage or research products and services. In addition, such research products and services may not always be used in connection with management of the Fund. Similarly, research and brokerage services paid for with commissions
generated by equity trades may be used for fixed-income clients that normally do not pay brokerage commissions or other clients whose commissions are generally not used to obtain such research and brokerage services.
Janus Capital may also use step-out or sponsorship transactions in order to receive research products and related services. In step-out or sponsorship
transactions, Janus Capital directs trades to a broker-dealer with the instruction that the broker-dealer execute the transaction, but direct all or a portion of the transaction or commission in favor of another broker-dealer that provides such
products and/or services. The second broker-dealer may clear and settle and receive commissions for the remaining portion. In a new issue designation, Janus Capital directs purchase orders to a broker-dealer that is a selling group member or
underwriter of an equity or fixed-income new issue offering. Janus Capital directs that broker-dealer to designate a portion of the broker-dealers commission on the new issue purchase to a second broker-dealer(s) that provides such products
and/or services. Given Janus Capitals receipt of such products and services in connection with step-out or sponsorship transactions and new issue designations, Janus Capital has an incentive to continue to engage in such transactions; however,
Janus Capital only intends to utilize step-out or sponsorship transactions and new issue designations when it believes that doing so would not hinder best execution efforts.
The Fund generally buys and sells fixed-income securities, as applicable, in principal and agency transactions in which no brokerage commissions are paid.
However, the Fund may engage an agent and pay commissions for such transactions if Janus Capital believes that the net result of the transaction to the Fund will be no less favorable than that of contemporaneously available principal transactions.
The implied cost of executing fixed-income securities transactions of the Fund primarily will consist of bid-offer spreads at which brokers will transact. The spread is the difference between the prices at which the broker is willing to purchase and
sell the specific security at the time.
When the Fund purchases or sells a security in the over-the-counter market, the transaction takes place directly
with a principal market-maker, without the use of a broker, except in those circumstances where, in the opinion of Janus Capital, better prices and executions will be achieved through the use of a broker.
Creation or redemption transactions, to the extent consisting of cash, may require the Fund to contemporaneously transact with broker-dealers for purchases of
Deposit Securities (as defined under Fund Deposit) or sales of Fund Securities (as defined under Redemption of Creation Units), including any foreign exchange, as applicable. Such transactions with a particular broker-dealer may be
conditioned upon the broker-dealers agreement to transact at guaranteed price levels in order to reduce transaction costs the Fund would otherwise incur as a consequence of settling creation or redemption baskets in cash rather than in-kind.
The following table summarizes the total amount of brokerage commissions paid by the Fund for the fiscal years ended October 31, 2019, 2018 and 2017.
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Fund Name
|
|
For the Fiscal
Year Ended
October 31, 2019
|
|
|
For the Fiscal
Year Ended
October 31, 2018
|
|
|
For the Fiscal
Year Ended
October 31, 2017
|
|
The
Long-Term Care ETF
|
|
$
|
1,555
|
|
|
$
|
2,267
|
|
|
$
|
1,120
|
|
Brokerage commissions paid by the Fund may vary significantly from year to year because of portfolio turnover rates,
varying market conditions, changes to investment strategies or processes, and other factors.
As of October 31, 2019, the Fund did not own any
securities of its regular broker-dealers (or parents).
28
SHARES OF THE TRUST
|
NET ASSET VALUE DETERMINATION
|
As stated in the Funds Prospectus, the net asset value (NAV) of the shares of the Fund is determined once
each day the New York Stock Exchange (the NYSE) is open, as of the close of its regular trading session (normally 4:00 p.m., New York time, Monday through Friday). The per share NAV of the Fund is computed by dividing the net
assets by the number of the Funds shares outstanding. Securities held by the Fund are valued in accordance with policies and procedures established by and under the supervision of the Trustees (the Valuation Procedures). In
determining NAV, equity securities traded on a domestic securities exchange are generally valued at the closing prices on the primary market or exchange on which they trade. If such price is lacking for the trading period immediately preceding the
time of determination, such securities are valued at their current bid price. If applicable, equity securities that are traded on a foreign exchange are generally valued at the closing prices on such markets. In the event that there is not current
trading volume on a particular security in such foreign exchange, the bid price from the primary exchange is generally used to value the security. Securities that are traded on the over-the-counter markets are generally valued at their closing or
latest bid prices as available. Foreign securities and currencies are converted to U.S. dollars using the applicable exchange rate in effect at the close of the NYSE. The Fund will determine the market value of individual securities held by it by
using prices provided by one or more approved professional pricing services or, as needed, by obtaining market quotations from independent broker-dealers. Most debt securities are valued in accordance with the evaluated bid price supplied by the
pricing service that is intended to reflect market value. The evaluated bid price supplied by the pricing service is an evaluation that may consider factors such as security prices, yields, maturities, and ratings. Certain short-term securities
maturing within 60 days or less may be valued on an amortized cost basis.
Securities for which market quotations or evaluated prices are not readily
available or are deemed unreliable are valued at fair value determined in good faith under the Valuation Procedures. Circumstances in which fair value pricing may be utilized include, but are not limited to: (i) a significant event that may
affect the securities of a single issuer, such as a merger, bankruptcy, or significant issuer-specific development; (ii) an event that may affect an entire market, such as a natural disaster or significant governmental action; (iii) a
nonsignificant event such as a market closing early or not opening, or a security trading halt; and (iv) pricing of a nonvalued security and a restricted or nonpublic security. Special valuation considerations may apply with respect to
odd-lot fixed-income transactions which, due to their small size, may receive evaluated prices by pricing services which reflect a large block trade and not what actually could be obtained for the odd-lot position.
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DISTRIBUTION AND SHAREHOLDER SERVICING PLAN
|
Rule 12b-1 under the 1940 Act, as amended, (the Rule) provides that an investment company may bear expenses of
distributing its shares only pursuant to a plan adopted in accordance with the Rule. The Trustees have adopted a Rule 12b-1 Distribution Plan (Rule 12b-1 Plan) pursuant to which the Fund may pay certain expenses incurred in the
distribution of its shares and the servicing and maintenance of existing shareholder accounts. ALPS, as the Funds principal underwriter, and Janus Capital may have a direct or indirect financial interest in the Rule 12b-1 Plan or any related
agreement. Pursuant to the Rule 12b-1 Plan, the Fund may pay a fee of up to 0.25% of the Funds average daily net assets. No Rule 12b-1 fee is currently being charged to the Fund.
The Rule 12b-1 Plan was approved by the Board, including a majority of the Independent Trustees of the Fund. In approving each Rule 12b-1 Plan, the Trustees
determined that there is a reasonable likelihood that the Rule 12b-1 Plan will benefit each Fund and its shareholders.
The 12b-1 fee may only be imposed
or increased when the Trustees determine that it is in the best interests of shareholders to do so and the imposition of or increase in the 12b-1 fee is first approved by the Funds shareholders. Because these fees are paid out of the
Funds assets on an ongoing basis, to the extent that a fee is authorized, over time they will increase the cost of an investment in the Fund. The Plan fee may cost an investor more than other types of sales charges.
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CREATION AND REDEMPTION OF CREATION UNITS
|
The Trust issues and sells shares of the Fund only in Creation Units on a continuous basis through the Distributor, without
a sales load, at the NAV next determined after receipt of an order in proper form as described in the Participant Agreement (as defined below), on any Business Day (as defined below).
A Business Day with respect to the Fund is each day the Listing Exchange is open, which excludes weekends and the following holidays: New
Years Day, Martin Luther King, Jr. Day, Presidents Day, Good Friday, Memorial Day, Independence Day, Labor
29
Day, Thanksgiving Day and Christmas Day. Orders from Authorized Participants to create or redeem Creation Units will only be accepted on a Business Day.
Fund Deposit
The consideration for purchase of
Creation Units of the Fund generally consists of the in-kind deposit of a designated portfolio of securities (including any portion of such securities for which cash may be substituted) (Deposit Securities) and the Cash Component
computed as described below. Together, the Deposit Securities and the Cash Component constitute the Fund Deposit, which will be applicable (subject to possible amendment or correction) to creation requests received in proper form. The
Fund Deposit represents the minimum initial and subsequent investment amount for a Creation Unit of the Fund.
The Cash Component is an
amount equal to the difference between the NAV of the shares (per Creation Unit) and the Deposit Amount, which is an amount equal to the market value of the Deposit Securities, and serves to compensate for any differences between the NAV
per Creation Unit and the Deposit Amount. Payment of any stamp duty or other similar fees and expenses payable upon transfer of beneficial ownership of the Deposit Securities are the sole responsibility of the Authorized Participant purchasing the
Creation Unit.
Janus Capital makes available through the NSCC on each Business Day prior to the opening of business on the Listing Exchange, the list
of names and the required number or par value of each Deposit Security and the amount of the Cash Component to be included in the current Fund Deposit (based on information as of the end of the previous Business Day for the Fund). Such Fund Deposit
is applicable, subject to any adjustments as described below, to purchases of Creation Units of shares of the Fund until such time as the next-announced Fund Deposit is made available.
The identity and number or par value of the Deposit Securities change pursuant to changes in the composition of the Funds portfolio and as rebalancing
adjustments and corporate action events are reflected from time to time by Janus Capital with a view to the investment objective of the Fund. The composition of the Deposit Securities may also change in response to adjustments to the weighting or
composition of the component securities constituting the Funds portfolio.
The Fund reserves the right to permit or require the substitution of a
cash in lieu amount to be added to the Cash Component to replace any Deposit Security that may not be available in sufficient quantity for delivery or that may not be eligible for transfer through Depository Trust Company
(DTC) or the Clearing Process (as discussed below). If permitted by applicable laws to offer Creation Units of the Fund in exchange for the Fund Deposit, the Fund also reserves the right to permit or require a cash in lieu
amount in certain circumstances, including circumstances in which (i) the delivery of the Deposit Security by the Authorized Participant (as described below) would be restricted under applicable securities or other local laws or (ii) the
delivery of the Deposit Security to the Authorized Participant would result in the disposition of the Deposit Security by the Authorized Participant becoming restricted under applicable securities or other local laws, or in certain other situations.
In the case of transactions involving cash in lieu amounts, the Authorized Participant must pay the cash equivalent of the Deposit Securities it would otherwise be required to provide through an in-kind purchase, plus the same Cash
Component required to be paid by an in-kind purchaser. If a purchase or redemption consists solely or partially of cash and the Fund places a brokerage transaction for portfolio securities with a third party broker, an Authorized Participant or its
affiliated broker-dealer, the broker or the Authorized Participant (or an affiliated broker-dealer of the Authorized Participant) may be required, in its capacity as broker-dealer with respect to that transaction, to cover certain brokerage, tax,
foreign exchange, execution, and market impact costs through a brokerage execution guarantee.
Procedures for Creating Creation Units
To be eligible to place orders with the Distributor and to create a Creation Unit of the Fund, an entity must be: (i) a Participating
Party, i.e., a broker-dealer or other participant in the clearing process through the Continuous Net Settlement System of the NSCC (the Clearing Process) or (ii) a DTC Participant, and must have executed an agreement with the
Distributor, with respect to creations and redemptions of Creation Units (Authorized Participant Agreement) (discussed below). A Participating Party or DTC Participant who has executed an Authorized Participant Agreement is referred to
as an Authorized Participant. All shares of the Fund, however created, will be entered on the records of DTC in the name of Cede & Co. for the account of a DTC Participant.
Role of the Authorized Participant
Creation Units may
be purchased only by or through a DTC Participant that has entered into an Authorized Participant Agreement with the Distributor. Such Authorized Participant will agree, pursuant to the terms of such Authorized Participant Agreement and on behalf of
itself or any investor on whose behalf it will act, to certain conditions, including that such
30
Authorized Participant will make available in advance of each purchase of shares an amount of cash sufficient to pay the Cash Component, once the net asset value of a Creation Unit is next
determined after receipt of the purchase order in proper form, together with the transaction fees described below. An Authorized Participant, acting on behalf of an investor, may require the investor to enter into an agreement with such Authorized
Participant with respect to certain matters, including payment of the Cash Component. Investors who are not Authorized Participants must make appropriate arrangements with an Authorized Participant. Investors should be aware that their particular
broker may not be a DTC Participant or may not have executed an Authorized Participant Agreement and that orders to purchase Creation Units may have to be placed by the investors broker through an Authorized Participant. As a result, purchase
orders placed through a non-Authorized Participant may result in additional charges to such investor. The Trust does not expect to enter into an Authorized Participant Agreement with more than a small number of DTC Participants. A list of current
Authorized Participants may be obtained from the Distributor. The Distributor and Transfer Agent have adopted guidelines regarding Authorized Participants transactions in Creation Units that are made available to all Authorized Participants.
These guidelines set forth the processes and standards for Authorized Participants to transact with the Distributor, Transfer Agent, and their agents in connection with creation and redemption transactions, as applicable.
Placement of Creation Orders
Fund Deposits must be
delivered through the Federal Reserve System (for cash and U.S. government securities), through DTC (for corporate and municipal securities) or through a central depository account, such as with Euroclear or DTC, maintained by the Custodian or a
subcustodian (a Central Depository Account). Any portion of a Fund Deposit that may not be delivered through the Federal Reserve System or DTC must be delivered through a Central Depository Account. The Fund Deposit transfers made
through DTC must be ordered by the DTC Participant in a timely fashion so as to ensure the delivery of the requisite number of Deposit Securities through DTC to the account of each Fund generally before 3:00 p.m., Eastern time on the Settlement
Date. Fund Deposit transfers made through the Federal Reserve System must be deposited by the participant institution in a timely fashion so as to ensure the delivery of the requisite number or amount of Deposit Securities or cash through the
Federal Reserve System to the account of the Fund generally before 3:00 p.m., Eastern time on the Settlement Date. Fund Deposit transfers made through a Central Depository Account must be completed pursuant to the requirements established by the
Custodian or subcustodian for such Central Depository Account generally before 2:00 p.m., Eastern time on the Settlement Date. The Settlement Date for all funds is generally the second business day after the Transmittal Date. All
questions as to the number of Deposit Securities to be delivered, and the validity, form and eligibility (including time of receipt) for the deposit of any tendered securities, will be determined by the Trust, whose determination shall be final and
binding. The amount of cash equal to the Cash Component must be transferred directly to the Custodian through the Federal Reserve Bank wire transfer system in a timely manner so as to be received by the Custodian generally before 3:00 p.m., Eastern
time on the Settlement Date. If the Cash Component and the Deposit Securities are not received by 3:00 p.m., Eastern time on the Settlement Date, the creation order may be canceled. Upon written notice to the Distributor, such canceled order may be
resubmitted the following Business Day using a Fund Deposit as newly constituted to reflect the then current NAV of the Fund. The delivery of Creation Units so created generally will occur no later than the second Business Day following the day on
which the purchase order is deemed received by the Distributor, provided that the relevant Fund Deposit has been received by each Fund prior to such time.
Purchase Orders
To initiate an order for a Creation
Unit, an Authorized Participant must submit to the Distributor or its agent an irrevocable order to purchase shares of the Fund, in proper form, by the Cutoff Time (as defined below). The Distributor or its agent will notify Janus Capital and the
custodian of such order. The custodian will then provide such information to any appropriate subcustodian. Procedures and requirements governing the delivery of the Fund Deposit are set forth in the procedures handbook for Authorized Participants
and may change from time to time. Investors, other than Authorized Participants, are responsible for making arrangements for a creation request to be made through an Authorized Participant. The Distributor or its agent will provide a list of current
Authorized Participants upon request. Those placing orders to purchase Creation Units through an Authorized Participant should allow sufficient time to permit proper submission of the purchase order to the Distributor or its agent by the Cutoff Time
(as defined below) on such Business Day.
The Authorized Participant must also make available on or before the contractual settlement date, by means
satisfactory to the Fund, immediately available or same day funds estimated by the Fund to be sufficient to pay the Cash Component next determined after acceptance of the purchase order, together with the applicable purchase transaction fees. Any
excess funds will be returned following settlement of the issue of the Creation Unit. Those placing orders should ascertain the deadline for cash transfers by contacting the operations department of the broker or depositary institution effectuating
the transfer of the Cash
31
Component. This deadline is likely to be significantly earlier than the Cutoff Time of the Fund. Investors should be aware that an Authorized Participant may require orders for purchases of
shares placed with it to be in the particular form required by the individual Authorized Participant.
The Authorized Participant is responsible for any
and all expenses and costs incurred by the Fund, including any applicable cash amounts, in connection with any purchase order.
Timing of
Submission of Purchase Orders
Generally, an Authorized Participant must submit an irrevocable order to purchase shares of the Fund before 4:00
p.m., Eastern time on any Business Day in order to receive that days NAV. In certain circumstances, with prior notice, the Fund may also require Authorized Participants to submit an irrevocable order to purchase shares of the Fund between 4:01
p.m. and 5:00 p.m., Eastern time on any Business Day in order to receive the next Business days NAV. Notwithstanding the foregoing, the Fund may, but is not required to permit orders after the Cutoff Time, as defined below. On days
when the Listing Exchange closes earlier than normal, the Fund may require orders to create or redeem creation units to be placed earlier in the day. Creation Orders must be transmitted by an Authorized Participant by telephone or other transmission
method acceptable to the Distributor or its agent pursuant to procedures set forth in the Authorized Participant Agreement, as described below. Economic or market disruptions or changes, or telephone or other communication failure, may impede the
ability to reach the Distributor or its agent or an Authorized Participant. Orders to create shares of the Fund that are submitted on the Business Day immediately preceding a holiday or a day (other than a weekend) when the equity markets in the
relevant foreign market are closed may be charged the maximum additional charge for creation unit transactions as set forth in this SAI to account for transaction cost incurred by the Fund. The Funds deadline specified above for the submission
of purchase orders is referred to as the Funds Cutoff Time. The Distributor or its agent, in their discretion, may permit the submission of such orders and requests by or through an Authorized Participant at any time (including on
days on which the Listing Exchange is not open for business) via communication through the facilities of the Distributors or its Transfer Agents proprietary website maintained for this purpose. Purchase orders and redemption requests, if
accepted by the Trust, will be processed based on the NAV next determined after such acceptance. However, to account for transaction costs otherwise incurred by the Fund, an Authorized Participant that submits an order to the Distributor outside of
the window stated above, may be charged the maximum additional charge for Creation Unit transactions as set forth below in this SAI.
Acceptance
of Orders for Creation Units
Subject to the conditions that (i) an irrevocable purchase order has been submitted by the Authorized
Participant (either on its own or another investors behalf) and (ii) arrangements satisfactory to the Fund are in place for payment of the Cash Component and any other cash amounts which may be due, the Fund will accept the order, subject
to the Funds right (and the right of the Distributor and Janus Capital) to reject any order until acceptance, as set forth below.
Once the Fund has
accepted an order, upon the next determination of the net asset value of the shares, the Fund will confirm the issuance of a Creation Unit, against receipt of payment, at such net asset value. The Distributor or its agent will then transmit a
confirmation of acceptance to the Authorized Participant that placed the order.
The Fund reserves the absolute right to reject or revoke a creation order
transmitted to it by the Distributor or its agent if (i) the order is not in proper form; (ii) the investor(s), upon obtaining the shares ordered, would own 80% or more of the currently outstanding shares of the Fund; (iii) the
Deposit Securities delivered do not conform to the identity and number of shares specified, as described above; (iv) acceptance of the Deposit Securities would have certain adverse tax consequences to the Fund; (v) acceptance of the Fund
Deposit would, in the opinion of counsel, be unlawful; (vi) acceptance of the Fund Deposit would, in the discretion of the Fund or Janus Capital, have an adverse effect on the Fund or the rights of beneficial owners; or (vii) circumstances
outside the control of the Fund, the Distributor or its agent and Janus Capital make it impracticable to process purchase orders. The Distributor or its agent shall notify a prospective purchaser of a Creation Unit and/or the Authorized Participant
acting on behalf of such purchaser of its rejection of such order. The Fund, Transfer Agent, subcustodian, and Distributor or its agents are under no duty, however, to give notification of any defects or irregularities in the delivery of Fund
Deposits nor shall any of them incur any liability for failure to give such notification.
Issuance of a Creation Unit
Except as provided herein, a Creation Unit will not be issued until the transfer of good title to the Fund of the Deposit Securities and the payment of the
Cash Component have been completed. When the subcustodian has confirmed to the custodian that the securities included in the Fund Deposit (or the cash value thereof) have been delivered to the account of the relevant
32
subcustodian or subcustodians, the Distributor or its agent and Janus Capital shall be notified of such delivery and the Fund will issue and cause the delivery of the Creation Unit. Creation
Units for the Fund typically are issued on a T+2 basis (i.e., two Business Days after trade date). Further, as discussed in Regular Holidays, the Fund reserves the right to settle Creation Unit transactions on a basis other
than T+2 in order to accommodate foreign market holiday schedules, to account for different Business Days after trade date). Further, as discussed in Regular Holidays, the Fund reserves the right to settle Creation Unit transactions on a
basis other than T+2 in order to accommodate foreign market holiday schedules, to account for different treatment among foreign and U.S. markets, as applicable, of dividend record dates and ex-dividend dates (i.e., the last day the holder of a
security can sell the security and still receive dividends payable on the security) and in certain other circumstances.
To the extent contemplated by an
Authorized Participants agreement with the Distributor, the Fund will issue Creation Units to such Authorized Participant, notwithstanding the fact that the corresponding Fund Deposits have not been received in part or in whole, in reliance on
the undertaking of the Authorized Participant to deliver the missing Deposit Securities as soon as possible, which undertaking shall be secured by such Authorized Participants delivery and maintenance of collateral having a value at least
equal to 105%, which percentage Janus Capital may change at any time, in its sole discretion, of the value of the missing Deposit Securities in accordance with the Funds then-effective procedures. The only collateral that is acceptable to the
Fund is cash in U.S. dollars. Such cash collateral must be delivered no later than 2:00 p.m., Eastern time on the contractual settlement date. The cash collateral posted by the Authorized Participant may be invested at the risk of the Authorized
Participant, and income, if any, on invested cash collateral will be paid to that Authorized Participant. Information concerning the Funds current procedures for collateralization of missing Deposit Securities is available from the Distributor
or its agent. The Authorized Participant Agreement will permit the Fund to buy the missing Deposit Securities at any time and will subject the Authorized Participant to liability for any shortfall between the cost to the Fund of purchasing such
securities and the cash collateral.
In certain cases, Authorized Participants may create and redeem Creation Units on the same trade date and in these
instances, the Fund reserves the right to settle these transactions on a net basis or require a representation from the Authorized Participants that the creation and redemption transactions are for separate beneficial owners. All questions as to the
number of shares of each security in the Deposit Securities and the validity, form, eligibility and acceptance for deposit of any securities to be delivered shall be determined by the Fund and such Funds determination shall be final and
binding.
Costs Associated with Creation Transactions
A standard creation transaction fee is imposed to offset the transfer and other transaction costs associated with the issuance of Creation Units. The standard
creation transaction fee will be charged to the Authorized Participant on the day such Authorized Participant creates a Creation Unit, and is the same, regardless of the number of Creation Units purchased by the Authorized Participant on the
applicable Business Day. The Authorized Participant may also be required to cover certain brokerage, tax, foreign exchange, execution, market impact and other costs and expenses related to the execution of trades resulting from such transaction.
Authorized Participants will also bear the costs of transferring the Deposit Securities to the Fund. If a purchase or redemption consists solely or partially of cash, the Authorized Participant may be required to pay an additional transaction charge
(up to the maximum amounts shown in the table below) to cover brokerage and certain other costs related to a creation or redemption transaction. Investors who use the services of a broker or other financial intermediary to acquire the Funds
shares may be charged a fee for such services.
The following table shows, as of the date of this SAI, the approximate value of one Creation Unit,
standard fees and maximum additional charges for creations and redemptions (as described above):
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Fund Name
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Approximate
Value of a Creation
Unit
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Creation
Unit Size**
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Standard
Creation/
Redemption
Transaction
Fee
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Maximum
Additional
Charge for
Creations*
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Maximum
Additional
Charge for
Redemptions*
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The
Long-Term Care ETF
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$3,200,000
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100,000
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$
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500
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2.00
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%
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2.00
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%
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*
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As a percentage of the net asset value per Creation Unit, inclusive, in the case of redemptions, of the standard redemption transaction fee.
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**
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Creation Units are a specified number of shares, at least 25,000, and generally multiples of 5,000 above 25,000. Janus Capital may modify the Creation Unit size with prior notification to the Funds Authorized
Participants.
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In addition to the transaction fees listed above, the Fund may charge an additional variable fee for non-standard order
and creations and redemptions in whole or partial cash to offset brokerage and impact expenses associated with the cash transaction.
33
The variable transaction fee will be calculated based on historical transaction cost data and Janus Capitals view of current market conditions; however, the actual variable fee charged for
a given transaction may be lower or higher than the trading expenses incurred by the Fund with respect to that transaction.
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Fund Name
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Variable Charge (as a percentage of
the net asset value per
Creation Unit)
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The
Long-Term Care ETF
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0.00
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%
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Redemption of Creation Units
Shares of the Fund may be redeemed by Authorized Participants only in Creation Units at their NAV next determined after receipt of a redemption request in
proper form by the Transfer Agent or its agent and only on a Business Day. The Fund will not redeem shares in amounts less than Creation Units. There can be no assurance, however, that there will be sufficient liquidity in the secondary market at
any time to permit assembly of a Creation Unit. Investors should expect to incur brokerage and other costs in connection with assembling a sufficient number of shares to constitute a Creation Unit that could be redeemed by an Authorized Participant.
Beneficial owners also may sell shares in the secondary market.
The Fund generally redeems Creation Units in-kind. Please see the following discussion
summarizing the in-kind method for further information on redeeming Creation Units of the Fund.
Janus Capital will make available through the NSCC, prior
to the opening of business on the Listing Exchange (currently 9:30 a.m. Eastern time) on each Business Day, the designated portfolio of securities (including any portion of such securities for which cash may be substituted) that will be
applicable (subject to possible amendment or correction) to redemption requests received in proper form (as defined below) on that day (Fund Securities), and an amount of cash (the Cash Amount, as described below). Such Fund
Securities and the corresponding Cash Amount (each subject to possible amendment or correction) are applicable in order to effect redemptions of Creation Units of the Fund until such time as the next announced composition of the Fund Securities and
Cash Amount is made available. Fund Securities received on redemption may not be identical to Deposit Securities that are applicable to creations of Creation Units. Procedures and requirements governing redemption transactions are set forth in the
handbook for Authorized Participants and may change from time to time.
The redemption proceeds for a Creation Unit generally consist of Fund
Securities, plus the Cash Amount, which is an amount equal to the difference between the net asset value of the shares being redeemed, as next determined after the receipt of a redemption request in proper form, and the value of Fund Securities,
less a redemption transaction fee (as described below).
The Trust may, in its sole discretion, substitute a cash in lieu amount to replace any
Fund Security. The Trust also reserves the right to permit or require a cash in lieu amount in certain circumstances, including circumstances in which: (i) the delivery of a Fund Security to the Authorized Participant would be
restricted under applicable securities or other local laws; or (ii) the delivery of a Fund Security to the Authorized Participant would result in the disposition of the Fund Security by the Authorized Participant becoming restricted under
applicable securities or other local laws, or in certain other situations.
The amount of cash paid out in such cases will be equivalent to the value of
the substituted security listed as a Fund Security. In the event that the Fund Securities have a value greater than the NAV of the shares, a compensating cash payment equal to the difference is required to be made by or through an Authorized
Participant by the redeeming shareholder. Each Fund generally redeems Creation Units in Fund Securities.
Cash Redemption Method
Although the Trust does not ordinarily permit partial or full cash redemptions of Creation Units of the Fund, when partial or full cash redemptions of Creation
Units are available or specified they will be effected in essentially the same manner as in-kind redemptions thereof. In the case of partial or full cash redemption, the Authorized Participant receives the cash equivalent of the Fund Securities it
would otherwise receive through an in-kind redemption, plus the same Cash Amount to be paid to an in-kind redeemer.
Costs Associated with
Redemption Transactions
A standard redemption transaction fee is imposed to offset transfer and other transaction costs that may be incurred by
the Fund. The standard redemption transaction fee is charged to the Authorized Participant on the day such Authorized Participant redeems a Creation Unit, and is the same regardless of the number of Creation Units redeemed by an Authorized
Participant on the applicable Business Day. The Authorized Participant may also be required to cover certain brokerage, tax, foreign exchange, execution, market impact and other costs and expenses related to the execution of trades resulting from
such transaction.
34
Authorized Participants will also bear the costs of transferring the Fund Securities from the Fund to their account on their order. Investors who use the services of a broker or other financial
intermediary to dispose of the Funds shares may be charged a fee for such services.
Placement of Redemption Orders
Redemption requests for Creation Units of the Fund must be submitted to the Transfer Agent by or through an Authorized Participant. Generally, Authorized
Participants must submit an irrevocable order to redeem shares of the Fund before 4:00 p.m., Eastern time on any Business Day in order to receive that days NAV. In certain circumstances, with prior notice, the Fund may also require Authorized
Participants to submit an irrevocable request to redeem shares of the Fund between 4:01 p.m. and 5:00 p.m., Eastern time on any Business Day, in order to receive the next Business days NAV. On days when the Listing Exchange
closes earlier than normal, the Fund may require orders to redeem Creation Units to be placed earlier. Investors, other than Authorized Participants, are responsible for making arrangements for a redemption request to be made through an Authorized
Participant. The Distributor or its agent will provide a list of current Authorized Participants upon request. However, to account for transaction costs otherwise incurred by the Fund, an Authorized Participant that submits an order to the
Distributor outside of the window stated above, will be charged the maximum additional charge for Redemption Unit transactions as set forth above in this SAI.
The Authorized Participant must transmit the request for redemption in the form required by the Fund to the Transfer Agent or its agent in accordance with
procedures set forth in the Authorized Participant Agreement. Investors should be aware that their particular broker may not have executed an Authorized Participant Agreement and that, therefore, requests to redeem Creation Units may have to be
placed by the investors broker through an Authorized Participant who has executed an Authorized Participant Agreement. At any time, only a limited number of broker-dealers will have an Authorized Participant Agreement in effect. Investors
making a redemption request should be aware that such request must be in the form specified by such Authorized Participant. Investors making a request to redeem Creation Units should allow sufficient time to permit proper submission of the request
by an Authorized Participant and transfer of the shares to the Transfer Agent; such investors should allow for the additional time that may be required to effect redemptions through their banks, brokers or other financial intermediaries if such
intermediaries are not Authorized Participants.
A redemption request is considered to be in proper form if (i) an Authorized Participant
has transferred or caused to be transferred to the Transfer Agent the Creation Unit redeemed through the book-entry system of DTC so as to be effective by the Listing Exchange closing time on the applicable Business Day, (ii) a request in form
satisfactory to the Fund is received by the Transfer Agent or its agent from the Authorized Participant on behalf of itself or another redeeming investor within the time periods specified above and (iii) all other procedures set forth in the
Authorized Participant Agreement are properly followed. If the Transfer Agent does not receive the investors shares through DTCs facilities by 10:00 a.m., Eastern time on the Business Day next following the day that the redemption
request is to be effected, the redemption request may be rejected. Investors should be aware that the deadline for such transfers of shares through the DTC system may be significantly earlier than the close of business on the Listing Exchange. Those
making redemption requests should ascertain the deadline applicable to transfers of shares through the DTC system by contacting the operations department of the broker or depositary institution effecting the transfer of the shares.
Upon receiving a redemption request, the Transfer Agent or its agent shall notify the Fund of such redemption request. The tender of an investors shares
for redemption and the distribution of the securities and/or cash included in the redemption payment made in respect of Creation Units redeemed will be made through DTC and the relevant Authorized Participant to the Beneficial Owner thereof as
recorded on the book-entry system of DTC or the DTC Participant through which such investor holds, as the case may be, or by such other means specified by the Authorized Participant submitting the redemption request.
A redeeming Beneficial Owner or Authorized Participant acting on behalf of such Beneficial Owner must maintain appropriate security arrangements with a
qualified broker-dealer, bank or other custody providers in each jurisdiction in which any of the portfolio securities are customarily traded, to which account such portfolio securities will be delivered.
Deliveries of redemption proceeds by the Fund generally will be made within two Business days (T+2). Further, as discussed in Regular
Holidays, the Fund reserves the right to settle redemption transactions and deliver redemption proceeds on another basis to accommodate foreign market holiday schedules, to account for different treatment among foreign and U.S. markets of
dividend record dates and dividend ex-dates (i.e., the last date the holder of a security can sell the security and still receive dividends payable on the security sold) and in certain other circumstances. Regular Holidays identifies the
instances, if any,
35
where more than seven days would be needed to deliver redemption proceeds. Pursuant to an order of the SEC, the Trust will make delivery of redemption proceeds within the number of days stated in
Regular Holidays to be the maximum number of days necessary to deliver redemption proceeds.
If neither the redeeming Beneficial Owner nor
the Authorized Participant acting on behalf of such redeeming Beneficial Owner has appropriate arrangements to take delivery of Fund Securities in the applicable foreign jurisdiction and it is not possible to make other such arrangements, or if it
is not possible to effect deliveries of Fund Securities in such jurisdiction, the Fund may in its discretion exercise the option to redeem such shares in cash, and the redeeming Beneficial Owner will be required to receive its redemption proceeds in
cash. In such case, the investor will receive a cash payment equal to the net asset value of its shares based on the NAV of the Fund next determined after the redemption request is received in proper form (minus a redemption transaction fee and
additional charges specified above, to offset the Funds brokerage and other transaction costs associated with the disposition of Fund Securities). Redemptions of shares for Fund Securities will be subject to compliance with applicable U.S.
federal and state securities laws and the Fund (whether or not it otherwise permits cash redemptions) reserves the right to redeem Creation Units for cash to the extent that the Fund cannot lawfully deliver specific Fund Securities upon redemptions
or cannot do so without first registering the Fund Securities under such laws.
Although the Trust does not ordinarily permit redemptions of Creation Units
to be paid entirely in cash (except that, for the reasons as noted above, Creation Units of the Fund generally may be redeemed partially for cash), in the event that cash redemptions are permitted or required by the Trust, proceeds will be paid to
the Authorized Participant redeeming shares as soon as practicable after the date of redemption (within seven calendar days thereafter, except for the instances listed in Regular Holidays in which more than seven calendar days would be
needed).
To the extent contemplated by an Authorized Participants agreement with the Distributor or its agent, in the event an Authorized
Participant has submitted a redemption request in proper form but is unable to transfer all or part of the Creation Unit to be redeemed to the Fund, at or prior to 10:00 a.m., Eastern time on the Listing Exchange business day after the date of
submission of such redemption request, the Transfer Agent or its agent will accept the redemption request in reliance on the undertaking by the Authorized Participant to deliver the missing shares as soon as possible. Such undertaking shall be
secured by the Authorized Participants delivery and maintenance of collateral consisting of cash, in U.S. dollars in immediately available funds, having a value at least equal to 105%, which percentage Janus Capital may change at any time, in
its sole discretion, of the value of the missing shares. Such cash collateral must be delivered no later than 10:00 a.m., Eastern time on the day after the date of submission of such redemption request and shall be held by the Custodian and
marked-to-market daily. The fees of the Custodian and any subcustodians in respect of the delivery, maintenance and redelivery of the cash collateral shall be payable by the Authorized Participant. The cash collateral posted by the Authorized
Participant may be invested at the risk of the Authorized Participant, and income, if any, on invested cash collateral will be paid to that Authorized Participant. The Authorized Participant Agreement permits the Fund to acquire shares of the Fund
at any time and subjects the Authorized Participant to liability for any shortfall between the aggregate of the cost to the Fund of purchasing such shares, plus the value of the Cash Amount, and the value of the cash collateral.
Because the portfolio securities of the Fund may trade on exchange(s) on days that the Listing Exchange is closed or are otherwise not Business Days for the
Fund, shareholders may not be able to redeem their shares of the Fund, or purchase or sell shares of the Fund on the Listing Exchange on days when the NAV of the Fund could be significantly affected by events in the relevant foreign markets.
The right of redemption may be suspended or the date of payment postponed with respect to the Fund: (i) for any period during which the Listing Exchange
is closed (other than customary weekend and holiday closings); (ii) for any period during which trading on the Listing Exchange is suspended or restricted; (iii) for any period during which an emergency exists as a result of which disposal
of the shares of the Funds portfolio securities or determination of its net asset value is not reasonably practicable; or (iv) in such other circumstance as is permitted by the SEC.
Taxation on Creations and Redemptions of Creation Units
An Authorized Participant generally will recognize either gain or loss upon the exchange of Deposit Securities for Creation Units. This gain or loss is
calculated by taking the market value of the Creation Units purchased (plus any cash received by the Authorized Participant as part of the issue) over the Authorized Participants aggregate basis in the Deposit Securities exchanged therefor
(plus any cash paid by the Authorized Participant as part of the issue). An Authorized Participant who exchanges Creation Units for Deposit Securities generally will recognize a gain or loss equal to the difference between the Authorized
36
Participants basis in the Creation Units (plus any cash paid by the Authorized Participant as part of the redemption) and the aggregate market value of the Deposit Securities (plus any cash
received by the Authorized Participant as part of the redemption). However, the IRS may apply the wash sales rules to determine that any loss realized upon the exchange of Deposit Securities for Creation Units is not currently deductible. Authorized
Participants should consult their own tax advisors.
Current U.S. federal tax laws dictate that capital gain or loss realized from the redemption of
Creation Units will generally create long-term capital gain or loss if the Authorized Participant holds the Creation Units for more than one year, or short- term capital gain or loss if the Creation Units were held for one year or less, if the
Creation Units are held as capital assets.
Regular Holidays
For every occurrence of one or more intervening holidays in the applicable non-U.S. market or U.S. bond market that are not holidays observed in the U.S.
equity market, the redemption settlement cycle will be extended by the number of such intervening holidays. In addition to holidays, other unforeseeable closings in a non-U.S. market or U.S. bond market due to emergencies may also prevent the Trust
from delivering securities within the normal settlement period.
The securities delivery cycles currently practicable for transferring portfolio
securities to redeeming investors, coupled with non-U.S. market or U.S. bond market holiday schedules, will require a delivery process longer than seven calendar days, in certain circumstances. The holidays
applicable to the Fund during such periods are listed below, as are instances where more than seven days will be needed to deliver redemption proceeds. Although certain holidays may occur on different dates in subsequent years, the number of days
required to deliver redemption proceeds in any given year is not expected to exceed the maximum number of days listed below for the Fund. The proclamation of new holidays, the treatment by market participants of certain days as informal
holidays (e.g., days on which no or limited securities transactions occur, as a result of substantially shortened trading hours), the elimination of existing holidays, or changes in local securities delivery practices, could affect the
information set forth herein at some time in the future.
In calendar year 2020, the dates of U.S. regular holidays affecting the relevant securities
markets in which the Fund invests are as follows (please note these holiday schedules are subject to potential changes in the relevant securities markets):
|
2020
|
January 1
January 20
February 17
April 10
May 25
July 3
September 7
November 26
December 25
|
37
In the calendar year 2020 (the only year for which holidays are known at the time of this SAI filing), the
dates of non-U.S. regular holidays affecting the relevant securities markets in which the Fund invests are as follows (please note these holiday schedules are subject to potential changes in the relevant securities markets). The table below may not
include all foreign bank holidays, which may also delay the settlement period.
2020
|
|
|
|
|
|
|
Australia
|
|
Austria
|
|
Belgium
|
|
Brazil
|
January 1
January 27
March 2
March 9
April 10
April 13
May 4
June 1
June 8
August 3
August 12
September 28
October 5
November 3
December 24
December 25
December 28
December 31
|
|
January 1
April 10
April 23
May 1
June 1
October 26
December 24
December 25
December 31
|
|
January 1
January 10
April 10
April 13
May 1
May 21
May 22
June 1
July 21
November 11
December 24
December 25
December 31
|
|
January 1
February 24
February 25
February 26
April 10
April 21
May 1
June 11
July 9
September 7
October 12
November 2
November 20
December 24
December 25
December 31
|
|
|
|
|
Canada
|
|
Chile
|
|
China
|
|
Columbia
|
January 1
January 2
February 17
April 10
May 18
June 24
July 1
August 3
September 7
October 12
November 11
December 24
December 25
December 28
|
|
January 1
April 10
May 1
May 21
June 29
July 16
September 18
October 12
December 8
December 25
December 31
|
|
January 1
January 24
January 27
January 28
January 29
January 30
April 6
May 1
May 4
May 5
June 25
June 26
October 1
October 2
October 5
October 6
October 7
October 8
|
|
January 1
January 6
March 23
April 9
April 10
May 1
May 25
June 15
June 22
June 29
July 20
August 7
August 17
October 12
November 2
November 16
December 8
December 24
December 25
December 31
|
38
|
|
|
|
|
|
|
|
|
|
|
Czech Republic
|
|
Denmark
|
|
Egypt
|
|
Finland
|
January 1
April 10
April 13
May 1
May 8
July 6
September 28
October 28
November 17
December 24
December 25
December 31
|
|
January 1
April 9
April 10
April 13
May 8
May 21
May 22
June 1
June 5
December 24
December 25
December 31
|
|
January 1
January 7
April 19
April 20
May 24
May 25
July 23
July 30
August 20
October 6
October 29
|
|
January 1
January 6
April 10
April 13
May 1
May 21
June 19
December 24
December 25
December 31
|
|
|
|
|
France
|
|
Germany
|
|
Greece
|
|
Hong Kong
|
January 1
April 10
April 13
May 1
December 24
December 25
December 31
|
|
January 1
April 10
April 13
May 1
December 24
December 25
December 31
|
|
January 1
January 6
March 2
March 25
April 10
April 13
April 17
April 20
May 1
June 8
October 28
December 24
December 25
|
|
January 1
January 27
January 28
April 10
April 13
April 30
May 1
May 13
June 25
July 1
October 1
October 2
October 26
December 25
|
|
|
|
|
Hungary
|
|
Indonesia
|
|
Ireland
|
|
Israel
|
January 1
April 10
April 13
May 1
June 1
August 20
August 21
October 23
November 1
December 24
December 25
|
|
January 1
March 25
April 10
May 1
May 7
May 21
May 22
May 25
May 26
May 27
June 1
July 31
August 17
August 20
October 29
December 24
December 25
December 31
|
|
January 1
April 10
April 13
May 1
May 4
June 1
August 3
October 26
December 24
December 25
December 26
December 28
December 29
December 31
|
|
March 10
April 8
April 9
April 23
April 12
April 13
April 14
April 15
April 28
April 29
May 28
May 29
June 30
September 20
September 27
September 28
October 41
October 5
October 6
October 7
October 8
The Israeli market is closed every
Friday.
|
39
|
|
|
|
|
|
|
|
|
|
|
Italy
|
|
Japan
|
|
Malaysia
|
|
Mexico
|
January 1
April 10
April 13
May 1
December 24
December 25
December 31
|
|
January 1
January 2
January 3
January 13
February 11
February 24
March 20
April 29
May 4
May 5
May 6
July 23
July 24
August 10
September 21
September 22
November 3
November 23
December 31
|
|
January 1
January 24
January 27
May 1
May 7
May 11
May 25
May 26
July 31
August 20
August 31
September 16
October 29
December 25
|
|
January 1
February 3
March 16
April 9
April 10
May 1
September 16
November 2
November 16
December 25
|
|
|
|
|
Netherlands
|
|
New Zealand
|
|
Norway
|
|
Philippines
|
January 1
April 10
April 13
May 1
December 24
December 25
December 31
|
|
January 1
January 2
February 6
April 10
April 13
April 27
June 1
October 26
December 25
December 28
|
|
January 1
April 8
April 9
April 10
April 13
May 1
May 21
June 1
December 24
December 25
December 31
|
|
January 1
January 25
February 25
April 9
April 10
May 1
June 12
August 21
August 31
November 1
November 2
November 30
December 8
December 24
December 25
December 30
December 31
|
|
|
|
|
Poland
|
|
Portugal
|
|
Qatar
|
|
Singapore
|
January 1
January 6
April 10
April 13
May 1
June 11
November 11
December 24
December 25
December 31
|
|
January 1
April 10
April 13
May 1
December 24
December 25
December 31
|
|
January 1
February 11
March 1
May 24
May 25
May 26
July 30
July 31
August 1
December 18
|
|
January 1
January 27
April 10
May 1
May 7
May 25
July 31
August 10
December 25
|
40
|
|
|
|
|
|
|
|
|
|
|
South Africa
|
|
South Korea
|
|
Spain
|
|
Sweden
|
January 1
April 10
April 13
April 27
May 1
June 16
August 10
September 24
December 16
December 25
|
|
January 1
January 24
January 27
April 30
May 1
May 5
September 30
October 1
October 2
October 9
December 25
December 31
|
|
January 1
April 10
April 13
May 1
December 24
December 25
December 31
|
|
January 1
January 6
April 9
April 13
April 30
May 1
May 20
May 21
June 19
October 30
December 24
December 25
December 31
|
|
|
|
|
Switzerland
|
|
Taiwan
|
|
Thailand
|
|
Turkey
|
January 1
January 2
April 10
April 13
April 20
May 1
May 21
June 1
September 14
December 24
December 25
December 31
|
|
January 1
January 23
January 24
January 27
January 28
January 29
February 28
April 2
April 3
May 1
June 25
June 26
October 1
October 2
October 9
|
|
January 1
February 10
April 6
April 13
April 14
April 15
May 1
May 4
May 6
June 3
July 6
July 28
August 12
October 13
October 23
December 7
December 10
December 31
|
|
January 1
April 23
May 1
May 19
May 25
May 26
July 15
July 30
July 31
August 3
October 28
October 29
|
|
|
|
|
United Arabs Emirates
|
|
United Kingdom
|
|
|
|
|
January 1
May 24
May 25
May 26
July 31
August 20
December 1
December 2
December 3
|
|
January 1
April 10
April 13
May 8
May 25
August 31
December 25
December 28
|
|
|
|
|
41
The longest redemption cycle for foreign funds is a function of the longest redemption cycle among the
countries whose securities comprise the Fund. In the calendar year 2020 (the only year for which holidays are known at the time of this SAI filing), the dates of the regular holidays affecting the following securities markets present the worst-case
(longest) redemption cycle* for foreign funds as follows:
Settlement Periods equal to or greater than Seven Days for Year 2020:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning of
Settlement Period
|
|
|
End of
Settlement Period
|
|
|
Number of Days
in Settlement
Period
|
|
Australia
|
|
|
12/22/2020
|
|
|
|
12/29/2020
|
|
|
|
7
|
|
|
|
|
12/23/2020
|
|
|
|
12/30/2020
|
|
|
|
7
|
|
|
|
|
|
Brazil
|
|
|
2/20/2020
|
|
|
|
2/27/2020
|
|
|
|
7
|
|
|
|
|
2/21/2020
|
|
|
|
2/28/2020
|
|
|
|
7
|
|
|
|
|
|
Canada
|
|
|
12/22/2020
|
|
|
|
12/29/2020
|
|
|
|
7
|
|
|
|
|
12/23/2020
|
|
|
|
12/30/2020
|
|
|
|
7
|
|
|
|
|
|
China
|
|
|
1/22/2020
|
|
|
|
2/3/2020
|
|
|
|
12
|
|
|
|
|
1/23/2020
|
|
|
|
2/4/2020
|
|
|
|
12
|
|
|
|
|
4/29/2020
|
|
|
|
5/6/2020
|
|
|
|
7
|
|
|
|
|
4/30/2020
|
|
|
|
5/7/2020
|
|
|
|
7
|
|
|
|
|
9/29/20
|
|
|
|
10/9/20
|
|
|
|
10
|
|
|
|
|
9/30/20
|
|
|
|
10/12/20
|
|
|
|
12
|
|
|
|
|
|
Denmark
|
|
|
4/7/2020
|
|
|
|
4/14/2020
|
|
|
|
7
|
|
|
|
|
4/8/2020
|
|
|
|
4/15/2020
|
|
|
|
7
|
|
|
|
|
|
Indonesia
|
|
|
5/19/2020
|
|
|
|
5/28/2020
|
|
|
|
9
|
|
|
|
|
5/20/2020
|
|
|
|
5/29/2020
|
|
|
|
9
|
|
|
|
|
|
Ireland
|
|
|
4/7/2020
|
|
|
|
4/14/2020
|
|
|
|
7
|
|
|
|
|
4/8/2020
|
|
|
|
4/15/2020
|
|
|
|
7
|
|
|
|
|
12/22/2020
|
|
|
|
12/30/2020
|
|
|
|
8
|
|
|
|
|
12/23/2020
|
|
|
|
1/4/2021
|
|
|
|
12
|
|
|
|
|
|
Israel
|
|
|
4/6/2020
|
|
|
|
4/16/2020
|
|
|
|
10
|
|
|
|
|
4/7/2020
|
|
|
|
4/17/2020
|
|
|
|
10
|
|
|
|
|
9/30/2020
|
|
|
|
10/11/2020
|
|
|
|
11
|
|
|
|
|
10/1/2020
|
|
|
|
10/12/2020
|
|
|
|
11
|
|
|
|
|
|
Japan
|
|
|
12/27/2019
|
|
|
|
1/6/2020
|
|
|
|
10
|
|
|
|
|
12/30/2019
|
|
|
|
1/7/2020
|
|
|
|
8
|
|
|
|
|
4/30/2020
|
|
|
|
5/7/2020
|
|
|
|
7
|
|
|
|
|
5/1/2020
|
|
|
|
5/8/2020
|
|
|
|
7
|
|
|
|
|
|
Norway
|
|
|
4/6/2020
|
|
|
|
4/14/2020
|
|
|
|
8
|
|
|
|
|
4/7/2020
|
|
|
|
4/15/2020
|
|
|
|
8
|
|
|
|
|
|
Philippines
|
|
|
12/26/2019
|
|
|
|
1/2/2020
|
|
|
|
7
|
|
|
|
|
12/27/2019
|
|
|
|
1/3/2020
|
|
|
|
7
|
|
|
|
|
|
Qatar
|
|
|
5/20/2020
|
|
|
|
5/27/2020
|
|
|
|
7
|
|
|
|
|
5/21/2020
|
|
|
|
5/28/2020
|
|
|
|
7
|
|
|
|
|
7/28/2020
|
|
|
|
8/4/2020
|
|
|
|
7
|
|
|
|
|
7/29/2020
|
|
|
|
8/5/2020
|
|
|
|
7
|
|
|
|
|
|
South Korea
|
|
|
9/28/2020
|
|
|
|
8/5/2020
|
|
|
|
7
|
|
|
|
|
9/29/2020
|
|
|
|
8/6/2020
|
|
|
|
7
|
|
|
|
|
|
Taiwan
|
|
|
1/17/2020
|
|
|
|
1/30/2020
|
|
|
|
13
|
|
|
|
|
1/20/2020
|
|
|
|
1/31/2020
|
|
|
|
11
|
|
|
|
|
|
Thailand
|
|
|
4/9/2020
|
|
|
|
4/16/2020
|
|
|
|
7
|
|
|
|
|
4/10/2020
|
|
|
|
4/17/2020
|
|
|
|
7
|
|
|
|
|
4/30/2020
|
|
|
|
5/7/2020
|
|
|
|
7
|
|
42
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning of
Settlement Period
|
|
|
End of
Settlement Period
|
|
|
Number of Days
in Settlement
Period
|
|
Turkey
|
|
|
7/28/2020
|
|
|
|
8/4/2020
|
|
|
|
7
|
|
|
|
|
7/29/2020
|
|
|
|
8/5/2020
|
|
|
|
7
|
|
|
|
|
|
UAE
|
|
|
5/20/2020
|
|
|
|
5/27/2020
|
|
|
|
7
|
|
|
|
|
5/21/2020
|
|
|
|
5/28/2020
|
|
|
|
7
|
|
|
|
|
11/29/2020
|
|
|
|
12/6/2020
|
|
|
|
7
|
|
|
|
|
11/30/2020
|
|
|
|
12/7/2020
|
|
|
|
7
|
|
|
|
|
4/9/2020
|
|
|
|
4/21/2020
|
|
|
|
11
|
|
*
|
|
These worst-case redemption cycles are based on information regarding regular holidays, which may be out of date. Based on changes in holidays, longer (worse) redemption cycles are possible.
|
43
SECURITIES LENDING
Certain funds may seek to earn additional income through lending their securities to certain qualified broker-dealers and institutions. JPMorgan Chase Bank,
N.A. acts as securities lending agent and a limited purpose custodian or subcustodian to receive and disburse cash balances and cash collateral, hold short-term investments, hold collateral, and perform other custodian functions in accordance with
the Non-Custodial Securities Lending Agreement (Lending Agreement). In addition, The Bank of New York Mellon and JPMorgan Chase Bank may act as limited purpose subcustodians in connection with certain reverse repurchase transactions
completed in connection with the Lending Agreement.
During the Funds last fiscal year, the securities lending services provided by Deutsche Bank AG,
the previous securities lending agent for the Fund, included negotiating the terms of loans; monitoring approved borrowers; recalling and arranging the return of loaned securities to the Fund upon termination of the loan; marking to market loans;
providing recordkeeping services; reporting on the Funds securities lending activities; and related services. The following table summarizes the income and fees from securities lending activities for the fiscal year ended October 31, 2019 for
the Fund.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fees and/or compensation
for securities lending activities and related services:
|
|
|
|
Gross
income
from
securities
lending
activities
|
|
|
Fees paid
to
securities
lending
agent
from
revenue
split
|
|
|
Fees paid for
any cash
collateral
management
services
(including
fees
deducted
from a
pooled
cash
collateral
reinvestment
vehicle) that
are not
included in
the revenue
split
|
|
|
Administrative
fees not
included
in the revenue
split
|
|
|
Indemnification
fees not
included
in the revenue
split
|
|
|
Rebate
(paid to
borrower)
|
|
|
Other
fees not
included
in
revenue
split
|
|
|
Aggregate
fees and/or
compensation
for
securities
lending
activities
|
|
|
Net
income
from
securities
lending
activities
|
|
The Long-Term Care ETF
|
|
$
|
1,470
|
|
|
$
|
(38
|
)
|
|
$
|
(27
|
)
|
|
$
|
|
|
|
$
|
|
|
|
$
|
(968
|
)
|
|
$
|
|
|
|
$
|
(1,032
|
)
|
|
$
|
438
|
|
44
INCOME DIVIDENDS, CAPITAL
GAINS DISTRIBUTIONS, AND TAX STATUS
The following is intended to be a general summary of certain U.S. federal income tax consequences of investing in the Fund. It is not intended to be a complete
discussion of all such federal income tax consequences, nor does it purport to deal with all categories of investors. This discussion reflects applicable tax laws of the United States as of the date of this SAI. However, tax laws may change or be
subject to new interpretation by the courts or the Internal Revenue Service (the IRS), possibly with retroactive effect. Investors are therefore advised to consult with their own tax advisers before making an investment in the Fund.
Dividends from net investment income are normally declared and distributed to shareholders quarterly. It is a policy of the Fund to make distributions of any
realized net capital gains at least annually. Any net capital gains realized during each fiscal year are normally declared and payable to shareholders in December but, if necessary, may be distributed at other times as well.
Fund Taxation
The Fund intends to qualify as a
regulated investment company by satisfying certain requirements prescribed by Subchapter M of the Internal Revenue Code. If the Fund failed to qualify as a regulated investment company in any taxable year, such Fund may be subject to federal income
tax on its taxable income at the applicable corporate income tax rate. In addition, all distributions from earnings and profits, including any distributions of net tax-exempt income and net long-term capital gains, would generally be taxable to
shareholders as ordinary income but may, at least in part, qualify for the dividends-received deduction applicable to corporations or the reduced rate of taxation applicable to noncorporate holders for qualified dividend income. In
addition, the Fund could be required to recognize unrealized gains, pay taxes and interest, and make distributions before requalifying as a regulated investment company that is accorded special federal income tax treatment.
A federal excise tax at the rate of 4% will be imposed on the excess, if any, of the Funds required distribution over actual distributions in
any calendar year. Generally, the required distribution is 98% of the Funds ordinary income for the calendar year plus 98.2% of its capital gain net income recognized during the one-year period ending on October 31 plus
undistributed amounts from prior years. The Fund intends to make distributions sufficient to avoid imposition of the excise tax.
Certain transactions
involving short sales, futures, options, swap agreements, hedged investments, and other similar transactions, if any, may be subject to special provisions of the Internal Revenue Code that, among other things, may affect the character, amount, and
timing of distributions to shareholders. The Fund will monitor their transactions and may make certain tax elections where applicable in order to mitigate the effect of these provisions, if possible. In certain circumstances, the Fund may be
required to accrue income on an investment prior to the receipt of the corresponding cash payments. However, the Fund must distribute, at least annually, all or substantially all of its investment company taxable income (determined without regard to
the deduction for dividends paid), including such accrued income, to avoid federal income and excise taxes. In certain cases, the Fund may have to distribute cash obtained from other sources in order to satisfy the distribution requirements under
the Internal Revenue Code. Therefore, the Fund may have to dispose of its portfolio securities under disadvantageous circumstances to generate cash, or may have to leverage itself by borrowing the cash, to satisfy these distribution requirements.
The Fund may purchase securities of certain foreign corporations considered to be passive foreign investment companies under the Internal Revenue Code. In
order to avoid taxes and interest that must be paid by the Fund, the Fund may make various elections permitted by the tax laws. However, these elections could require that the Fund recognizes taxable income, which in turn must be distributed even
though the Fund may not have received any income upon such an event.
Some foreign securities purchased by the Fund may be subject to foreign taxes which
could reduce the yield on such securities. If the amount of foreign taxes is significant in a particular year and the Fund qualifies under Section 853 of the Internal Revenue Code, the Fund may elect to pass through such taxes to shareholders.
If the Fund makes such an election, foreign taxes paid by the Fund will be reported to shareholders as income and shareholders may claim either a foreign tax credit or deduction for such taxes, subject to certain limitations. If such election is not
made by the Fund, any foreign taxes paid or accrued will represent an expense to the Fund, which will reduce its investment company taxable income.
Under
the Internal Revenue Code, gains or losses attributable to fluctuations in exchange rates which occur between the time the Fund accrues income or receivables or accrues expenses or other liabilities denominated in a foreign currency and the time the
Fund actually collects such income or pays such liabilities generally are treated as ordinary income or loss. Similarly, on disposition of debt securities denominated in a foreign currency and on disposition of certain other instruments, gains or
losses attributable to fluctuations in the value of the foreign currency between the date of acquisition of the security or contract and the date of disposition also may be treated as ordinary gain or loss. These gains and losses, referred to under
the Internal Revenue
45
Code as Section 988 gains or losses, may increase or decrease the amount of the Funds investment company taxable income to be distributed to its shareholders as ordinary income.
The application of certain requirements for qualification as a regulated investment company and the application of certain other federal income tax rules
may be unclear in some respects in connection with investments in certain derivatives and other investments. As a result, the Fund may be required to limit the extent to which it invests in such investments and it is also possible that the IRS may
not agree with the Funds treatment of such investments. In addition, the tax treatment of derivatives and certain other investments may be affected by future legislation, treasury regulations, and guidance issued by the IRS (which could apply
retroactively) that could affect the timing, character, and amount of the Funds income and gains and distributions to shareholders, affect whether the Fund has made sufficient distributions and otherwise satisfied the requirements to maintain
its qualification as a regulated investment company and avoid federal income and excise taxes, or limit the extent to which the Fund may invest in certain derivatives and other investments in the future.
Generally, the character of the income or capital gains that the Fund receives from another investment company will pass through to the Funds
shareholders as long as the Fund and the other investment company each qualify as regulated investment companies. However, to the extent that another investment company that qualifies as a regulated investment company realizes net losses on its
investments for a given taxable year, the Fund will not be able to recognize its share of those losses until it disposes of shares of such investment company. Moreover, even when the Fund does make such a disposition, a portion of its loss may be
recognized as a long-term capital loss, which will not be treated as favorably for federal income tax purposes as an ordinary deduction. In particular, the Fund will not be able to offset any capital losses from its dispositions of shares of other
investment companies against its ordinary income. As a result of the foregoing rules, and certain other special rules, it is possible that the amounts of net investment income and net capital gains that the Fund will be required to distribute will
be greater than such amounts would have been had the Fund invested directly in the securities held by the investment companies in which it invests, rather than investing in shares of the investment companies. For similar reasons, the character of
distributions from the Fund (e.g., long-term capital gain, qualified dividend income, etc.) will not necessarily be the same as it would have been had the Fund invested directly in the securities held by the investment companies in which it invests.
Shareholder Taxation
Shareholders will be
subject to federal income taxes on distributions made by the Fund whether received in cash or additional shares of the Fund. Distributions from the Funds net investment income (which includes dividends, interest, net short-term capital gains,
and net gains from foreign currency transactions), if any, generally are taxable to shareholders as ordinary income, unless such distributions are attributable to qualified dividend income eligible for the reduced federal income tax
rates applicable to long-term capital gains, provided certain holding period and other requirements are satisfied. Dividends received from REITs, certain foreign corporations, and income received in lieu of dividends in a securities
lending transaction generally will not constitute qualified dividend income. Distributions of the Funds net capital gains (the excess of net long-term capital gains over net short-term capital losses), if any, are taxable as long-term capital
gains, regardless of how long shares of the Fund were held. Long-term capital gains are taxable to noncorporate investors at a maximum federal income tax rate of 20%. Dividends paid by the Fund may also qualify in part for the 50% dividends-received
deduction available to corporate shareholders, provided that certain holding period and other requirements under the Internal Revenue Code are satisfied. Generally, however, dividends received from most REITs, on stocks of foreign issuers, and
income received in lieu of dividends in a securities lending transaction are not eligible for the dividends-received deduction when distributed to the Funds corporate shareholders. Distributions from the Fund may also be subject to
foreign, state, and local income taxes. Please consult a tax adviser regarding the tax consequences of Fund distributions and to determine whether you will need to file a tax return.
Under the 2017 legislation commonly known as the Tax Cuts and Jobs Act, qualified REIT dividends (i.e., ordinary REIT dividends other
than capital gain dividends and portions of REIT dividends designated as qualified dividend income) are treated as eligible for a 20% deduction by noncorporate taxpayers. Proposed regulations issued by the IRS, on which the Fund can rely, enable the
Fund to pass through the special character of qualified REIT dividends to a shareholder, provided both the Fund and a shareholder meet certain holding period requirements with respect to their shares.
No dividend reinvestment service is provided by the Trust. Financial intermediaries may make available the DTC book-entry Dividend Reinvestment Service for use
by beneficial owners of Fund shares for reinvestment of their dividend distributions. Beneficial owners should contact their financial intermediary to determine the availability and costs of the service and the details of participation therein.
Financial intermediaries may require beneficial owners to adhere to specific procedures and timetables.
46
If this service is available and used, dividend distributions of both income and net capital gains will be automatically reinvested in additional whole shares of the Fund purchased in the
secondary market.
Distributions declared by the Fund during October, November, or December to shareholders of record during such month and paid by
January 31 of the following year will be taxable in the year they are declared, rather than the year in which they are received. Each Fund will notify its shareholders each year of the amount and type of dividends and distributions it paid.
Gain or loss realized upon a redemption or other disposition (such as an exchange) of shares of the Fund by a shareholder will generally be treated as
long-term capital gain or loss if the shares have been held for more than one year and, if not held for such period, as short-term capital gain or loss. Any loss on the sale or exchange of shares held for six months or less will be treated as a
long-term capital loss to the extent of any capital gain distributions paid to the shareholder with respect to such shares. Any loss a shareholder realizes on a sale or exchange of shares of the Fund will be disallowed if the shareholder acquires
other shares of the Fund (whether through the automatic reinvestment of dividends or otherwise) or substantially identical stock or securities within a 61-day period beginning 30 days before and ending 30 days after the shareholders sale or
exchange of the shares. In such case, the shareholders tax basis in the shares acquired will be adjusted to reflect the disallowed loss. Capital losses may be subject to limitations on their use by a shareholder.
When a shareholder opens an account, IRS regulations require that the shareholder provide a taxpayer identification number (TIN), certify that it
is correct, and certify that he, she, or it is not subject to backup withholding. If a shareholder fails to provide a TIN or the proper tax certifications, the Fund is required to withhold 24% of all distributions (including dividends and capital
gain distributions) and redemption proceeds paid to the shareholder. The Fund is also required to begin backup withholding on an account if the IRS instructs it to do so. Amounts withheld may be applied to the shareholders federal income tax
liability and the shareholder may obtain a refund from the IRS if withholding results in an overpayment of federal income tax for such year.
An additional
3.8% Medicare tax is imposed on certain net investment income (including ordinary dividends and capital gain distributions received from the Fund and net gains from redemptions or other taxable dispositions of Fund shares) of U.S. individuals,
estates and trusts to the extent that such persons modified adjusted gross income (in the case of an individual) or adjusted gross income (in the case of an estate or trust) exceeds a threshold amount.
The foregoing discussion relates solely to U.S. federal income tax law as applied to U.S. investors.
Non-U.S. Investors
Non-U.S. investors (shareholders
who, as to the U.S., are nonresident alien individuals, foreign trusts or estates, foreign corporations, or foreign partnerships) may be subject to U.S. withholding and estate tax and are subject to special U.S. tax certification requirements.
Non-U.S. investors should consult their tax advisors about the applicability of U.S. tax withholding and the use of the appropriate forms to certify their status.
In general. Non-U.S. investors may be subject to U.S. withholding tax at a 30% or lower treaty rate and U.S. estate tax and are subject to
special U.S. tax certification requirements to avoid backup withholding and claim any treaty benefits. Exemptions from U.S. withholding tax are provided for certain capital gain dividends paid by the Fund from net long-term capital gains,
interest-related dividends and short-term capital gain dividends, if such amounts are reported by the Fund. However, notwithstanding such exemptions from U.S. withholding at the source, any such dividends and distributions of income and capital
gains will be subject to backup withholding at a rate of 24% if you fail to properly certify that you are not a U.S. person.
Foreign Account Tax
Compliance Act (FATCA). Under FATCA, a 30% withholding tax is imposed on income dividends made by the Fund to certain foreign entities, referred to as foreign financial institutions or nonfinancial foreign entities, that
fail to comply (or be deemed compliant) with extensive reporting and withholding requirements designed to inform the U.S. Department of the Treasury of U.S.-owned foreign investment accounts. After December 31, 2018, FATCA withholding also would
have applied to certain capital gain distributions, return of capital distributions and the proceeds arising from the sale of Fund shares; however, based on proposed regulations recently issued by the IRS which can be relied on currently, such
withholding is no longer required unless final regulations provide otherwise (which is not expected). The Fund may disclose the information that it receives from its shareholders to the IRS, non-U.S. taxing authorities or other parties as necessary
to comply with FATCA or similar laws. Withholding also may be required if a foreign entity that is a shareholder of the Fund fails to provide the Fund with appropriate certifications or other documentation concerning its status under FATCA.
47
TRUSTEES AND OFFICERS
The following are the Trustees and officers of the Trust together with a brief description of their principal occupations during the last five years (principal
occupations for certain Trustees may include periods over five years).
Each Trustee has served in that capacity since he or she was originally elected
or appointed. The Trustees do not serve a specified term of office. Each Trustee will hold office until the termination of the Trust or his or her earlier death, resignation, retirement, incapacity, or removal. Under the Funds Governance
Procedures and Guidelines, the policy is for Trustees to retire no later than the end of the calendar year in which the Trustee turns 75. The Trustees review the Funds Governance Procedures and Guidelines from time to time and may make changes
they deem appropriate. The Funds Nominating and Governance Committee will consider nominees for the position of Trustee recommended by shareholders. Shareholders may submit the name of a candidate for consideration by the Committee by
submitting their recommendations to the Trusts Secretary. Each Trustee is currently a Trustee of one other registered investment company advised by Janus Capital: Clayton Street Trust. As of the date of this SAI, collectively, the two
registered investment companies consist of 10 series or funds. The Trusts officers are elected annually by the Trustees for a one-year term. Certain officers also serve as officers of Clayton Street Trust. Certain officers of the Fund may also
be officers and/or directors of Janus Capital. Except as otherwise disclosed, Fund officers receive no compensation from the Fund.
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|
|
|
|
|
|
|
|
|
|
TRUSTEES
|
Name, Address,
and Age
|
|
Positions
Held with
the Trust
|
|
Length of
Time Served
|
|
Principal Occupations
During the Past Five Years
|
|
Number of
Portfolios/Funds
in Fund Complex
Overseen by
Trustee*
|
|
Other Directorships
Held by Trustee
During the Past Five
Years
|
Independent Trustees
|
Clifford J.
Weber
151 Detroit Street
Denver, CO 80206
DOB: 1963
|
|
Chairman
Trustee
|
|
2/16-Present
2/16-Present
|
|
Owner, Financial Products Consulting Group LLC (consulting services to financial institutions)
(since 2015). Formerly, Executive Vice President of Global Index and Exchange-Traded Products, NYSE Market, Inc., a subsidiary of Intercontinental Exchange (ETF/ETP listing exchange) (2013-2015).
|
|
10
|
|
Independent Trustee, Clough Funds Trust (investment
company) (since 2015), Chairman, Clough Funds Trust (since 2017), Independent Trustee, Clough Dividend and Income Fund (closed-end fund) (since 2017), Independent Trustee, Clough Global Opportunities Fund
(closed-end fund) (since 2017), Independent Trustee, Clough Global Equity Fund (closed- end fund) (since 2017), Independent Trustee, Elevation ETF Trust (investment company)
(2016-2018), Chairman, Elevation ETF Trust (2016-2018), and Independent Trustee, Global X Funds (investment company) (since
2018).
|
48
|
|
|
|
|
|
|
|
|
|
|
TRUSTEES
|
Name, Address,
and Age
|
|
Positions
Held with
the Trust
|
|
Length of
Time Served
|
|
Principal Occupations
During the Past Five Years
|
|
Number of
Portfolios/Funds
in Fund Complex
Overseen by
Trustee*
|
|
Other Directorships
Held by Trustee
During the Past Five
Years
|
Independent Trustees (contd.)
|
Maureen T.
Upton
151 Detroit Street
Denver, CO 80206
DOB: 1965
|
|
Trustee
|
|
2/16-Present
|
|
Principal, Maureen Upton Ltd. (consulting services to developers of major infrastructure projects and
investors) (since 2017). Formerly, Principal Consultant, SRK Consulting (U.S.), Inc. (consulting services to global mining, energy and water resource industries) (2015-2017) and Founder and Principal, Resource Initiatives LLC (sustainability
consulting firm) (2006-2015).
|
|
10
|
|
Director, Restoring Connections (non profit
organization) (since 2019).
|
Jeffrey B.
Weeden
151 Detroit Street
Denver, CO 80206
DOB: 1956
|
|
Trustee
|
|
2/16-Present
|
|
Senior Advisor, Bay Boston Capital LP (investment fund in finance companies, banks and bank holdings
companies) (since 2015). Formerly, Management Advisor, BoxCast, Inc. (technology start-up company) (2014-2017).
|
|
10
|
|
Director, State Farm Bank (banking) (since
2014).
|
Interested Trustee
|
Richard C. Hoge**
151 Detroit Street
Denver, CO 80206
DOB: 1966
|
|
Trustee
|
|
1/20-Present
|
|
Chief Operating Officer Exchange Traded Products, Janus Henderson Investors (since 2014);
Registered Representative, Janus Henderson Distributors (broker dealer) (since 2014).
|
|
10
|
|
Director, Velocity Capital Long Short Volatility
Fund (hedge fund) (2012-2016).
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*
|
|
In addition to the Trust, which is comprised of seven series, each Trustee also serves as a trustee to the Clayton Street Trust, which is an affiliated registered investment company currently comprised of three
portfolios.
|
**
|
|
Richard C. Hoge is an Interested Trustee because of his employment with Janus Henderson Investors.
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49
|
|
|
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|
|
OFFICERS
|
Name, Address,
and Age
|
|
Positions Held with the Trust
|
|
Term of
Office* and
Length of
Time Served
|
|
Principal Occupations
During the Past Five Years
|
Bruce L.
Koepfgen
151 Detroit Street
Denver, CO 80206
DOB: 1952
|
|
President and Chief Executive Officer
|
|
2/16-Present
|
|
Head of North America at Janus Henderson Investors
(since 2017), President and Head of North America at Janus Capital Management LLC (since 2013 and 2017, respectively), Executive Vice President and Head of North America at Janus Distributors LLC (since 2011 and 2019, respectively), Vice President
and Director at Intech Investment Management LLC (since 2012), and Executive Vice President at Perkins Investment Management LLC (since 2011). Formerly, Executive Vice President at Janus Capital Group Inc. (2011-2019), and Director at Perkins
Investment Management LLC (2011-2019).
|
Susan K.
Wold
151 Detroit Street
Denver, CO 80206
DOB: 1960
|
|
Vice President, Chief Compliance Officer, and Anti-Money Laundering Officer
|
|
9/17-Present
|
|
Head of Compliance, North America for Janus Henderson Investors (since September 2017); Formerly, Senior Vice President, Head of Global
Corporate Compliance, and Chief Compliance Officer for Janus Capital Management LLC (May 2017-September 2017); Vice President, Compliance at Janus Capital Group and Janus Capital Management LLC (2005-2017).
|
Jesper
Nergaard
151 Detroit Street
Denver, CO 80206
DOB: 1962
|
|
Vice President, Chief Financial Officer, Treasurer, and Principal Accounting Officer
|
|
2/16-Present
|
|
Head of U.S. Fund Administration, Janus Henderson Investors.
|
Byron D.
Hittle
151 Detroit Street
Denver, CO 80206
DOB: 1974
|
|
Vice President, Secretary and Chief Legal
Counsel
|
|
7/18-Present
|
|
Managing Counsel of Janus Henderson Investors (2017-present); Assistant Vice President and Senior Legal Counsel Janus Capital Management LLC (2012-2016).
|
*
|
Officers are elected at least annually by the Trustees for a one-year term and may also be elected from time to
time by the Trustees for an interim period.
|
The Boards Nominating and Governance Committee is responsible for identifying and
recommending candidates for nomination or election by the Board based on a variety of diverse criteria. In its most recent evaluation of the qualifications of each Trustee as part of the Boards annual self-evaluation process and in connection
with the assessment of a recommended candidate prior to the appointment of a new Trustee effective January 15, 2020, the Committee and the Board considered based on the totality of the information available to them, including the specific
experience, qualifications, attributes or skills, as noted below, that each of the Trustees should serve as members of the Board of Trustees based on the Trusts business structure. In reaching these conclusions, the Committee and the Board, in
the exercise of their reasonable business judgment, evaluated each Trustee based on his or her specific experience, qualifications, attributes and/or skills on an individual basis and in combination with the other Trustees, none of which by itself
was considered dispositive. Each member is listed below.
50
Richard C. Hoge: Service as COO of Exchange Traded Products at Janus Henderson Investors,
service as a registered representative of Janus Henderson Distributors, experience as a senior executive in the financial services industry, including as co-founder and chief compliance officer of a financial services firm, and employment at a
federal regulatory agency.
Maureen T. Upton: Service as a consultant to global mining, energy and water resource industries,
founder of sustainability consultancy, director of public affairs of a NYSE-listed mining corporation, and experience with the financial services industry.
Clifford J. Weber: Service as a senior executive of stock exchanges with responsibilities including exchange-traded fund and exchange-traded
product issues, experience with the structure and operations of exchange-traded funds, experience with secondary market transactions involving exchange-traded funds, and service as a mutual fund independent director.
Jeffrey B. Weeden: Service as a senior executive and CFO of NYSE-listed financial services companies, and as a director of a bank.
General Information Regarding the Board of Trustees and Leadership Structure
The Trust is governed by the Board of Trustees, which is responsible for and oversees the management and operations of the Trust and the Fund on behalf of Fund
shareholders. A majority of the Board is considered Independent of Janus Capital and the Distributor. The Boards Chair is also an Independent Trustee and each Committee is comprised solely of Independent Trustees. The Boards
responsibilities include, but are not limited to, oversight of the Funds officers and service providers, including Janus Capital, which is responsible for the Trusts day-to-day operations. The Trustees approve all of the agreements
entered into with the Funds service providers, including the investment management agreements with Janus Capital and distribution agreement with ALPS. The Trustees are also responsible for determining or changing each Funds investment
objective(s), policies, and available investment techniques, as well as for overseeing the Funds Chief Compliance Officer. In carrying out these responsibilities, the Trustees are assisted by the Trusts independent auditor (who reports
directly to the Trusts Audit Committee) and independent counsel, each of whom is selected by the Trustees. The Trustees also may engage specialists or consultants from time to time to assist them in fulfilling their responsibilities. The
Trustees also meet regularly without representatives of Janus Capital or its affiliates present.
The Trustees discharge their responsibilities
collectively as a Board, as well as through Board committees, each of which operates pursuant to a Board-approved charter that delineates the specific responsibilities of that committee. For example, the Board will oversee the annual process by
which the Board will consider for approval the renewal of the Funds investment advisory agreement with Janus Capital. Specific matters may be delegated to a committee, such as oversight of the Funds independent auditor, which has been
delegated by the Board to its Audit and Pricing Committee, subject to approval of the Audit Committees recommendations by the Board. The members and responsibilities of each Board committee are summarized below. In addition to serving on
certain committees, the Chair of the Board (Board Chair) is responsible for presiding at all meetings of the Board, and has other duties as may be assigned by the Trustees from time to time. The Board Chair also serves as the
Boards liaison to Janus Capital with respect to all matters related to the Fund that are not otherwise delegated to the chair of a Board committee. The Board has determined that this leadership structure is appropriate based on
(1) experience of the Chair with stock exchanges and exchange-traded funds; (2) the distribution model of the Funds, (3) that the Fund and Trust had not yet commenced operations as of the date of the Boards formation, and
(4) the responsibilities entrusted to Janus Capital to oversee the Trusts day-to-day operations.
51
Committees of the Board
The Board of Trustees has two standing committees that each performs specialized functions: an Audit and Pricing Committee and Nominating and Governance
Committee. The table below shows the committee members. Each committee is comprised entirely of Independent Trustees. Information about each committees functions is provided in the following table:
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|
|
|
|
|
|
Summary of Functions
|
|
Members
(Independent Trustees)
|
|
Number
of Meetings held
during Last Fiscal Year
Ended October 31, 2019
|
Audit
and Pricing Committee
|
|
Reviews the financial
reporting process, the system
of internal controls over
financial reporting, disclosure
controls and procedures, and
the audit process.
The
Committees review of the
audit process includes,
among other things, the
appointment, compensation,
and oversight of the Trusts
independent auditor and
preapproval of all audit and
nonaudit
services.
Determines a fair value of
restricted and other securities
for which
market quotations
are not readily available or are
deemed not to be reliable,
pursuant to procedures
adopted by the Trustees and
reviews other matters related
to the pricing of securities.
|
|
Jeffrey B. Weeden
(Chair)
Maureen T. Upton
Clifford J. Weber
|
|
5
|
Nominating and Governance Committee
|
|
Identifies and recommends
individuals for election as
Trustee, consults with
Management in planning
Trustee meetings, and
oversees the administration
of, and ensures
compliance
with, the Trusts Governance
Procedures and Guidelines,
which includes review of
proposed changes to Trustee
compensation.
|
|
Maureen T. Upton
(Chair)
Clifford J. Weber
Jeffrey B. Weeden
|
|
4
|
Board Oversight of Risk Management
Janus Capital, as part of its responsibilities for the day-to-day operations of the Fund, is responsible for day-to-day risk management. The Board, as part of
its overall oversight responsibilities for the Funds operations, oversees Janus Capitals risk management efforts with respect to the Fund. The Board, in the exercise of its reasonable business judgment, also separately considers
potential risks that may impact the Fund. Information considered by the Board is provided by Janus Capital and the Funds service providers, as deemed appropriate from time to time. As the Fund begins to have a performance history, the Board
and its Committees will have an opportunity to analyze the risks of the Fund and request information they deem appropriate. The Audit and Pricing Committee will consider valuation risk as part of its regular oversight responsibilities as well as
enterprise risk. The Board also may be apprised of particular risk management matters in connection with its general oversight and approval of various Fund matters brought before the Board. The Board has appointed a Chief Compliance Officer for the
Fund (Fund CCO) who reports directly to the Board. The Fund CCO, who also serves as Chief Compliance Officer of other Janus Henderson funds, will discuss relevant risk issues that may impact the Janus Henderson funds and/or Janus
Capitals services to the funds, and will also discuss matters related to the Funds compliance policies and procedures.
52
Additional Information About Trustees
Under the Trusts Governance Procedures and Guidelines, the Trustees are expected to make efforts to invest in one or more (but not necessarily all) funds
advised by Janus Capital for which they serve as Trustee, to the extent it is practicable and reasonable to do so. Such investments, including the amount and which funds, are dictated by each Trustees individual financial circumstances and
investment goals.
As of December 31, 2019, the Trustees owned securities of the Fund described in this SAI in the dollar range shown in the
following table. The last column of the table reflects each Trustees aggregate dollar range of securities of all mutual funds advised by Janus Capital and overseen by the Trustees (collectively, the Janus Henderson Funds).
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|
|
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|
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|
|
|
|
|
Name of Trustee
|
|
Dollar Range of Equity Securities in the Fund
|
|
|
Aggregate Dollar Range of Equity Securities
in All Registered Investment
Companies
Overseen by Trustee in Janus Henderson Funds
|
|
Independent Trustees
|
|
|
|
|
|
|
|
|
|
|
Clifford
J. Weber
|
|
None
|
|
|
|
|
|
|
$10,001-$50,000
|
|
Maureen T.
Upton
|
|
|
|
|
$1-$10,000
|
|
|
|
$50,001-$100,000
|
|
Jeffrey B.
Weeden
|
|
None
|
|
|
|
|
|
|
over $100,000
|
|
Interested Trustee
|
|
|
|
|
|
|
|
|
|
|
Richard C.
Hoge1
|
|
None
|
|
|
|
|
|
|
$10,001-$50,000
|
|
1
|
|
Effective January 15, 2020, Richard C. Hoge became a Trustee of the Trust.
|
Trustee Compensation
Each Independent Trustee receives an annual retainer plus a fee for each in-person or telephonic meeting of the Trustees attended. Given the
unitary fee structure, Janus Capital pays the compensation and expenses of the Independent Trustees. Each Independent Trustee receives fees from other Janus Henderson funds for serving as Trustee of those funds. Janus Capital pays persons who are
directors, officers, or employees of Janus Capital or any affiliate thereof, or any Trustee considered an interested Trustee, for their services as Trustees or officers. The Trust and other funds managed by Janus Capital may pay all or a
portion of the compensation and related expenses of the Funds Chief Compliance Officer and compliance staff, as authorized from time to time by the Trustees.
To the best knowledge of the Trust, the following table shows the aggregate compensation paid by Janus Capital to each Independent Trustee for the fiscal year
ended October 31, 2019. None of the Independent Trustees receives any pension or retirement benefits from the Fund or Janus Capital.
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|
|
|
|
|
Name of Person, Position
|
|
Aggregate
Compensation
from the Trust(1)
|
|
|
Total Compensation from
the Janus Henderson
Funds Overseen
by Trustees(2)
|
|
Independent Trustees
|
|
|
|
|
|
|
|
|
Clifford
J. Weber, Chairman and Trustee
|
|
$
|
20,625
|
|
|
$
|
41,750
|
|
Maureen T.
Upton, Trustee
|
|
$
|
20,625
|
|
|
$
|
41,750
|
|
Jeffrey B.
Weeden, Trustee
|
|
$
|
20,625
|
|
|
$
|
41,750
|
|
Interested Trustee
|
|
|
|
|
|
|
|
|
Richard C.
Hoge, Trustee(3)
|
|
$
|
0
|
|
|
$
|
0
|
|
(1)
|
There are currently 7 series of the Trust.
|
(2)
|
For each Independent Trustee, includes compensation for service on the boards of two Janus trusts comprised of
10 portfolios.
|
(3)
|
Richard C. Hoge is an Interested Trustee by virtue of his employment with Janus Henderson Investors. Effective
January 15, 2020, Mr. Hoge became a Trustee of the Trust.
|
53
|
JANUS INVESTMENT PERSONNEL
|
Other Accounts Managed
To the best knowledge of the Trust, the following table provides information relating to other accounts managed by the portfolio managers as of October 31,
2019. For any co-managed Fund or account, the assets reflect total Fund assets. No accounts included in the totals listed below have a performance-based advisory fee.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Registered
Investment
Companies
|
|
|
Other Pooled
Investment
Vehicles
|
|
|
Other Accounts
|
|
Benjamin Wang
|
|
Number of Other Accounts Managed
|
|
|
7
|
|
|
|
None
|
|
|
|
None
|
|
|
|
Assets in Other Accounts Managed
|
|
$
|
450M
|
|
|
|
None
|
|
|
|
None
|
|
Scott M. Weiner
|
|
Number of Other Accounts Managed
|
|
|
7
|
|
|
|
None
|
|
|
|
None
|
|
|
|
Assets in Other Accounts Managed
|
|
$
|
450M
|
|
|
|
None
|
|
|
|
None
|
|
Material Conflicts
As shown in the table above, portfolio managers and investment personnel (for the purposes of this section, are together referred to as portfolio
managers) generally manage other accounts, including accounts that may hold the same securities as or pursue investment strategies similar to the Fund. Those other accounts may include other Janus Henderson funds, private-label funds for which
Janus Capital or an affiliate serves as sub-adviser, separately managed accounts or other pooled investment vehicles, such as hedge funds, which may have different fee structures or rates than the Fund or may have a performance-based management fee.
As such, fees earned by Janus Capital may vary among these accounts. Janus Capital or an affiliate may also proprietarily invest in or provide seed capital to some but not all of these accounts. In addition, portfolio managers may personally invest
in or provide seed capital to some but not all of these accounts, and certain of these accounts may have a greater impact on their compensation than others. Further, portfolio managers (or their family members) may beneficially own or transact in
the same securities as those held in the Funds portfolio. These factors could create conflicts of interest because a portfolio manager may have incentives to favor one or more accounts over others in the allocation of time, resources, or
investment opportunities, resulting in the potential for the Fund to be disadvantaged if, for example, one or more accounts outperform the Fund.
A
conflict may arise if a portfolio manager identifies a limited investment opportunity that may be appropriate for the Fund, but the Fund is not able to take full advantage of that opportunity due to the need to allocate that opportunity among other
accounts also managed by the portfolio manager. A conflict may also arise if a portfolio manager executes transactions in one or more accounts that adversely impact the value of securities held by the Fund.
Janus Capital believes that these and other conflicts are mitigated by policies, procedures, and practices in place, including those governing personal
trading, proprietary trading and seed capital deployment, aggregation and allocation of trades, allocation of limited offerings, cross trades, and best execution. In addition, Janus Capital generally requires portfolio managers to manage accounts
with similar investment strategies in a similar fashion, subject to a variety of exceptions, including, but not limited to, investment restrictions or policies applicable only to certain accounts, certain portfolio holdings that may be transferred
in-kind when an account is opened, differences in cash flows and account sizes, and similar factors. Janus Capital monitors performance of accounts with similar strategies for any performance dispersion.
Janus Capital generates trades throughout the day, depending on the volume of orders received from portfolio managers, for all of its clients using trade
system software. Trades are pre-allocated to individual clients and submitted to selected brokers via electronic files, in alignment with Janus Capitals best execution policy. If an order is not completely filled, executed shares are allocated
to client accounts in proportion to the order. In addition, Janus Capital has adopted trade allocation procedures that govern allocation of securities among various Janus accounts. Trade allocation and personal trading are described in further
detail under Additional Information About Janus Capital. Furthermore, Janus Capital believes that conflicts arising from personal ownership by a portfolio manager (or portfolio managers family members) of the same securities held
in the Fund may be mitigated by the portfolio managers compliance with Janus Capitals personal trading policy within the Personal Code of Ethics.
Compensation Information
The following describes the
structure and method of calculating a portfolio managers compensation.
54
The portfolio managers are compensated for managing the Fund and any other funds, portfolios, or accounts for
which they have exclusive or shared responsibilities through two components: fixed compensation and variable compensation. Compensation (both fixed and variable) is determined on a pre-tax basis.
Fixed Compensation: Fixed compensation is paid in cash and is comprised of an annual base salary. The base salary is based on factors
such as performance, complexity of managing portfolios, scope of responsibility (including assets under management), skills, knowledge, experience, ability, and market competitiveness.
Variable Compensation: Variable compensation is paid in the form of cash and deferred awards. Deferrals are typically made in Janus
Henderson restricted stock, although in some cases deferrals are made in mutual funds for regulatory reasons. For some individuals with a significant JH stock holding they may also elect to have some or all of their deferral delivered in mutual
funds. Individuals Awards, if any, are discretionary and given based on company, department and individual performance.
A portfolio managers
variable compensation is discretionary and is determined by Janus Capital Management. The overall investment team variable compensation pool is funded by an amount equal to a percentage of Janus Hendersons pre-incentive operating income. In
determining individual awards, both quantitative and qualitative factors are considered including, among other things, performance, client support and investment team support through the sharing of ideas, leadership, development, mentoring, and
teamwork.
As of October 31, 2019, the portfolio managers and/or investment personnel of the Fund described in this SAI
beneficially owned securities of the Fund in the dollar range shown in the following table.
|
|
|
|
|
|
|
Investment Personnel
|
|
Dollar Range of Equity Securities in the Fund Managed
|
|
Benjamin Wang
|
|
None
|
|
|
|
|
Scott
M. Weiner
|
|
None
|
|
|
|
|
55
PRINCIPAL SHAREHOLDERS
To the best knowledge of Janus Detroit Street Trust, as of January 31, 2020, the officers and Trustees as a group owned less than 1% of the outstanding
shares of the Fund. As of January 31, 2020, the percentage ownership of any person or entity owning 5% or more of the outstanding shares of any Fund is listed below. Any person or entity that beneficially owns, directly or through one or more
controlled companies, more than 25% of the voting securities of a company is presumed to control such company. Accordingly, to the extent that a person or entity is identified as the beneficial owner of more than 25% of the voting
securities of the Fund, or is identified as the record owner of more than 25% of the Fund and has voting and/or investment powers, that person or entity may be presumed to control such Fund. A controlling shareholders vote could have a more
significant effect on matters presented to shareholders for approval than the vote of other Fund shareholders.
An Authorized Participant may hold of
record more than 25% of the outstanding shares of the Fund. From time to time, Authorized Participants may be a beneficial and/or legal owner of the Fund, may be affiliated with an index provider, may be deemed to have control of the Fund and/or may
be able to affect the outcome of matters presented for a vote of the shareholders of the Fund. Authorized Participants may execute an irrevocable proxy granting the Distributor or an affiliate of Janus Capital power to vote or abstain from voting
such Authorized Participants beneficially or legally owned shares of the Fund. In such cases, the agent shall mirror vote (or abstain from voting) such shares in the same proportion as all other beneficial owners of the Fund.
To the best knowledge of the Trust, entities shown as owning more than 25% of the outstanding shares of the Fund, if any, are not the beneficial owners of such
shares, unless otherwise indicated. The following chart lists each shareholder or group of shareholders who beneficially (or of record) owned more than 5% of the Fund as of January 31, 2020:
|
|
|
|
|
|
|
Fund Name
|
|
Shareholder and Address of Record
|
|
Percentage Ownership
|
|
The Long Term Care ETF
|
|
National Financial Services Corporation
200 Liberty Street
New York, NY 10281
|
|
|
18.88
|
%
|
|
|
Charles Schwab & Co. Inc.
101 Montgomery Street
San Francisco, CA 94104
|
|
|
14.96
|
%
|
|
|
TD Ameritrade Clearing, Inc.
4211 South 102nd Street
Omaha, NE 68127
|
|
|
12.47
|
%
|
|
|
LPL Financial Corporation
4707 Executive Dr.
San Diego, CA 92121-3091
|
|
|
8.40
|
%
|
|
|
JP Morgan Securities LLC/JPMC
1111 Polaris Pkwy,
Floor 2J
Columbus, OH
|
|
|
7.97
|
%
|
|
|
Pershing LLC
One Pershing Plaza
Jersey
City, NJ 07399
|
|
|
7.64
|
%
|
56
MISCELLANEOUS INFORMATION
The Fund is a series of the Trust, an open-end management investment company registered under the 1940 Act and organized as a Delaware statutory trust on
August 6, 2015. As of the date of this SAI, the Trust offers 7 series of shares, known as Funds. The other series of the Trust are described in separate statements of additional information.
|
|
|
|
|
Fund Name
|
|
|
|
Janus Henderson Mortgage-Backed Securities ETF
|
|
|
|
|
Janus Henderson Small Cap Growth Alpha ETF
|
|
|
|
|
Janus Henderson Small/Mid Cap Growth Alpha ETF
|
|
|
|
|
Janus Henderson Short Duration Income ETF
|
|
|
|
|
The Long-Term Care ETF
|
|
|
|
|
The Obesity ETF
|
|
|
|
|
The Organics ETF
|
|
|
|
|
Janus Capital reserves the right to the name Janus Henderson. In the event that Janus Capital does not continue
to provide investment advice to the Fund, the Fund must cease to use the name Janus Henderson as soon as reasonably practicable.
It is
important to know that, pursuant to the Trusts Agreement and Declaration of Trust, the Trustees have the authority to merge, liquidate, consolidate and/or reorganize the Fund into another fund without seeking shareholder vote or consent. Any
such consolidation, merger, or reorganization may be authorized at any time by a vote of a majority of the Trustees then in office. While the Trustees have no present intention of exercising their authority to liquidate the Fund, they may do so if
the Fund fails to reach or maintain viable size or for such other reasons as may be determined by the Board in its discretion.
The Trust is authorized to issue an unlimited number of shares of beneficial interest with a par value of $0.001 per share
for each series of the Trust. Shares of each series of the Trust are fully paid and nonassessable when issued. Shares of the Funds participate equally in dividends and other distributions by the shares of such Fund, and in residual assets of that
Fund in the event of liquidation. Shares of the Fund have no preemptive, conversion, or subscription rights. Shares of each Fund may be transferred by endorsement or stock power as is customary, but the Fund is not bound to recognize any transfer
until it is recorded on its books.
The Trust does not intend to hold annual or regular shareholder meetings unless otherwise required by the Agreement and
Declaration of Trust or the 1940 Act. Special meetings may be called for a specific Fund or for the Trust as a whole for purposes such as changing fundamental policies, electing or removing Trustees, making any changes to the Agreement and
Declaration of Trust that would affect shareholders voting rights (as specified in the Agreement and Declaration of Trust), determining whether to bring certain derivative actions, or for any other purpose requiring a shareholder vote under
applicable law or the Trusts governing documents, or as the Trustees consider necessary or desirable.
Under the Agreement and Declaration of
Trust, special meetings of shareholders of the Trust or of the Fund shall be called subject to certain conditions, upon written request of shareholders owning shares representing at least 25% (or 10% to the extent required by the 1940 Act) of the
shares then outstanding. The Fund will assist these shareholders in communicating with other shareholders in connection with such a meeting similar to that referred to in Section 16(c) of the 1940 Act.
Under the Agreement and Declaration of Trust, each Trustee of the Trust will continue in office until the termination of the
Trust or his or her earlier death, retirement, resignation, incapacity, or removal. Vacancies will be filled by appointment by a majority of the remaining Trustees, subject to the 1940 Act.
Pursuant to the terms of the Participant Agreement, an Authorized Participant, to the extent that it is a beneficial owner of Fund shares, will irrevocably
appoint the Distributor as its agent and proxy with full authorization and power to vote (or abstain from voting) its beneficially owned Fund shares. The Distributor intends to vote such shares in accordance with its written supervisory procedures.
57
As a shareholder, you are entitled to one vote per share (with proportionate voting for fractional
shares). Generally, each fund votes together as a single group, except where a separate vote of one or more funds is required by law or where the interests of one or more funds are affected differently from other funds. Shares of all series of the
Trust have noncumulative voting rights, which means that the holders of more than 50% of the value of shares of all series of the Trust voting for the election of Trustees can elect 100% of the Trustees if they choose to do so. In such event, the
holders of the remaining value of shares will not be able to elect any Trustees.
The Trust may in the future seek to achieve a funds objective by investing all of that funds assets in another
investment company having the same investment objective and substantially the same investment policies and restrictions as those applicable to that fund. Unless otherwise required by law, this policy may be implemented by the Trustees without
shareholder approval.
|
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
|
PricewaterhouseCoopers LLP, 1900 16th Street, Suite 1600, Denver, Colorado 80202, the Independent Registered Public
Accounting Firm for the Fund, audits the Funds annual financial statements and performs tax services for the Fund.
The Trust has filed with the SEC, Washington, D.C., a Registration Statement under the Securities Act of 1933, as amended,
with respect to the securities to which this SAI relates. If further information is desired with respect to the Fund or such securities, reference is made to the Registration Statement and the exhibits filed as a part thereof.
58
FINANCIAL STATEMENTS
The following audited financial statements for the year ended October 31, 2019 are hereby incorporated into this SAI by reference to the Annual Report dated
October 31, 2019, as applicable.
Schedules of Investments as of October 31, 2019
Statements of Assets and Liabilities as of October 31, 2019
Statements of Operations for the period ended October 31, 2019
Statements of Changes in Net Assets for each of the periods indicated
Financial Highlights for each of the periods indicated
Notes to Schedules of Investments
Notes to
Financial Statements
Report of Independent Registered Public Accounting Firm
The portions of an Annual Report that are not specifically listed above are not incorporated by reference into this SAI and are not part of the Registration
Statement.
59
This page intentionally left blank.
60
This page intentionally left blank.
janushenderson.com/info
151 Detroit Street
Denver,
Colorado 80206-4805
1-800-668-0434
JANUS DETROIT STREET TRUST
(the Trust)
PART C Other Information
ITEM 28. Exhibits
|
|
|
Exhibit (a) Articles of Incorporation
|
|
|
(a)(1)
|
|
Certificate of Trust, dated August 6, 2015, is incorporated herein by reference as Exhibit (a)(1) to Pre-Effective Amendment No. 1 to the Trusts Registration Statement,
filed on Form N-1A with the Securities and Exchange Commission (the SEC) on February 18, 2016.
|
|
|
(a)(2)
|
|
Certificate of Amendment to the Certificate of Trust, dated August 6, 2015, is incorporated herein by reference as Exhibit (a)(2) to Pre-Effective Amendment No. 1 to the
Trusts Registration Statement, filed on Form N-1A with the SEC on February 18, 2016.
|
|
|
(a)(3)
|
|
Amended and Restated Trust Instrument, dated August 6, 2015, is incorporated herein by reference as Exhibit (a)(3) to Pre-Effective Amendment No. 1 to the Trusts
Registration Statement, filed on Form N-1A with the SEC on February 18, 2016.
|
|
|
(a)(3)(a)
|
|
Amended Schedule A, dated April 18, 2016, to Amended and Restated Trust Instrument dated August 6, 2015, is incorporated herein by reference as Exhibit (a)(3)(a) to Post-Effective Amendment No. 4 to the
Trusts Registration Statement, filed on Form N-1A with the SEC on June 7, 2016.
|
|
|
(a)(3)(b)
|
|
Amended Schedule A, dated August 29, 2016, to Amended and Restated Trust Instrument dated August 6, 2015, is incorporated herein by reference as Exhibit (a)(3)(b) to Post-Effective Amendment No. 9 to the
Trusts Registration Statement, filed on Form N-1A with the SEC on August 31, 2016.
|
|
|
(a)(3)(c)
|
|
Amended Schedule A, dated June 5, 2017, to Amended and Restated Trust Instrument dated August 6, 2015, is incorporated herein by reference as Exhibit (a)(3)(c) to Post-Effective Amendment No. 22 to the Trusts
Registration Statement, filed on Form N-1A with the SEC on December 29, 2017.
|
|
|
(a)(3)(d)
|
|
Amended Schedule A, dated June 7, 2018, to Amended and Restated Trust Instrument dated August 6, 2015, is incorporated herein by reference as Exhibit (a)(3)(d) to Post-Effective Amendment No. 28 to the Trusts
Registration Statement, filed on Form N-1A with the SEC on September 12, 2018.
|
|
Exhibit (b)
By-laws
|
|
|
(b)(1)
|
|
Amended and Restated Bylaws, dated February 3, 2016, are incorporated herein by reference as Exhibit (b)(2) to Pre-Effective Amendment No. 1 to the Trusts Registration
Statement, filed on Form N-1A with the SEC on February 18, 2016.
|
1
|
|
|
Exhibit (c) Instruments Defining Rights of Security
Holders
|
|
|
(c)(1)
|
|
Amended and Restated Trust Instrument, dated August 6, 2015, is incorporated herein by reference as Exhibit (a)(3) to Pre-Effective Amendment No. 1 to the Trusts
Registration Statement, filed on Form N-1A with the SEC on February 18, 2016.
|
|
|
(c)(2)
|
|
Amended and Restated Bylaws, dated February 3, 2016, are incorporated herein by reference as Exhibit (b)(2) to Pre-Effective Amendment No. 1 to the Trusts Registration
Statement, filed on Form N-1A with the SEC on February 18, 2016.
|
|
Exhibit (d) Investment Advisory Contracts
|
|
|
(d)(1)
|
|
Investment Advisory and Management Agreement by and between Janus Detroit Street Trust and Janus Capital Management LLC, dated May 30, 2017, is incorporated herein by reference as Exhibit (d)(1) to Post-Effective Amendment
No. 22 to the Trusts Registration Statement, filed on Form N-1A with the SEC on December 29, 2017.
|
|
|
(d)(2)
|
|
Amendment to Investment Advisory and Management Agreement by and between Janus Detroit Street Trust and Janus Capital Management LLC, dated October 2, 2017, is incorporated herein by reference as Exhibit (d)(2) to
Post-Effective Amendment No. 22 to the Trusts Registration Statement, filed on Form N-1A with the SEC on December 29, 2017.
|
|
|
(d)(3)
|
|
Amendment to Investment Advisory and Management Agreement by and between Janus Detroit Street Trust and Janus Capital Management LLC, dated September 12, 2018, is incorporated herein by reference as Exhibit (d)(3) to
Post-Effective Amendment No. 28 to the Trusts Registration Statement, filed on Form N-1A with the SEC on September 12, 2018.
|
|
|
(d)(4)
|
|
Amendment to Investment Advisory and Management Agreement by and between Janus Detroit Street Trust and Janus Capital Management LLC, dated October 10, 2018, is incorporated herein by reference as Exhibit (d)(4) to
Post-Effective Amendment No. 30 to the Trusts Registration Statement, filed on Form N-1A with the SEC on December 28, 2018.
|
|
Exhibit (e) Underwriting Contracts
|
|
|
(e)(1)
|
|
Distribution Agreement by and between Janus Detroit Street Trust and ALPS Distributors, Inc., dated April 16, 2018, is incorporated herein by reference as Exhibit (e)(1) to Post-Effective Amendment No. 28 to the
Trusts Registration Statement, filed on Form N-1A with the SEC on September 12, 2018.
|
|
|
(e)(2)
|
|
Amendment to Distribution Agreement by and between Janus Detroit Street Trust and ALPS Distributors Inc., dated May 25, 2018, is incorporated herein by reference as Exhibit (e)(2) to Post-Effective Amendment No. 28 to
the Trusts Registration Statement, filed on Form N-1A with the SEC on September 12, 2018.
|
|
|
(e)(3)
|
|
Amendment to Distribution Agreement by and between Janus Detroit Street Trust and ALPS Distributors, Inc., dated July 18, 2018, is incorporated herein by reference as Exhibit (e)(3) to Post-Effective Amendment No. 28 to
the Trusts Registration Statement, filed on Form N-1A with the SEC on September 12, 2018.
|
|
Exhibit (f) Bonus or Profit Sharing Contracts (Not
Applicable)
|
2
|
|
|
Exhibit (g) Custodian Agreements
|
|
|
(g)(1)
|
|
Custodian Contract between Janus Detroit Street Trust and State Street Bank and Trust Company, dated February 4, 2016, is incorporated herein by reference as Exhibit (g)(1) to
Pre-Effective Amendment No. 1 to the Trusts Registration Statement, filed on Form N-1A with the SEC on February 18, 2016.
|
|
Exhibit (h) Other Material Contracts
|
|
|
(h)(1)
|
|
Administration Agreement between Janus Detroit Street Trust and Janus Capital Management LLC, dated February 22, 2016, is incorporated herein by reference as Exhibit (h)(1) to Post-Effective Amendment No. 23 to the
Trusts Registration Statement, filed on Form N-1A with the SEC on February 28, 2018.
|
|
|
(h)(2)
|
|
Sub-Administration Agreement between State Street Bank and Trust Company and Janus Capital Management LLC, dated February 4, 2016, is incorporated herein by reference as Exhibit (h)(2)
to Post-Effective Amendment No. 23 to the Trusts Registration Statement, filed on Form N-1A with the SEC on February 28, 2018.
|
|
|
(h)(2)(a)
|
|
Amendment Number Two to Sub-Administration Agreement between State Street Bank and Trust Company and Janus Capital Management LLC, dated June 22, 2018, is incorporated herein by
reference as Exhibit (h)(2)(a) to Post-Effective Amendment No. 28 to the Trusts Registration Statement, filed on Form N-1A with the SEC on September 12, 2018.
|
|
|
(h)(3)
|
|
Transfer Agency and Service Agreement between State Street Bank and Trust Company and Janus Detroit Street Trust, dated February 4, 2016, is incorporated herein by reference as Exhibit (h)(3) to Pre-Effective Amendment No. 1 to the Trusts Registration Statement, filed on Form N-1A with the SEC on February 18, 2016.
|
|
Exhibit (i) Legal Opinion
|
|
|
(i)(1)
|
|
Opinion and Consent of Fund Counsel is incorporated herein by reference as Exhibit (i)(1) to Pre-Effective Amendment No. 1 to the Trusts Registration Statement, filed on Form N-1A with the SEC on February 18, 2016.
|
|
|
(i)(2)
|
|
Opinion and Consent of Fund Counsel is incorporated herein by reference as Exhibit (i)(2) to Post-Effective Amendment No. 4 to the Trusts Registration Statement, filed on Form
N-1A with the SEC on June 7, 2016.
|
|
|
(i)(3)
|
|
Opinion and Consent of Fund Counsel is incorporated herein by reference as Exhibit (i)(3) to Post-Effective Amendment No. 14 to the Trusts Registration Statement, filed on Form
N-1A with the SEC on November 16, 2016.
|
|
|
(i)(4)
|
|
Opinion and Consent of Fund Counsel is incorporated herein by reference as Exhibit (i)(4) to Post-Effective Amendment No. 16 to the Trusts Registration Statement, filed on Form
N-1A with the SEC on December 5, 2016.
|
3
|
|
|
(i)(5)
|
|
Opinion and Consent of Fund Counsel is incorporated herein by reference as Exhibit (i)(5) to Post-Effective Amendment No. 28 to the Trusts Registration Statement, filed on Form N-1A with the SEC on
September 12, 2018.
|
|
Exhibit (j) Other Opinions
|
|
|
(j)(1)
|
|
Consent of Independent Registered Public Accounting Firm is filed herewith.
|
|
Exhibit (k) Omitted Financial Statements (Not Applicable)
|
|
Exhibit (l) Initial Capital Agreements (Not Applicable)
|
|
Exhibit (m) Rule 12b-1
Plan
|
|
|
(m)(1)
|
|
Distribution and Shareholder Servicing Plan, dated September 12, 2018, is incorporated herein by reference as Exhibit (m)(1)(a) to Post-Effective Amendment No. 28 to the Trusts Registration Statement, filed on
Form N-1A with the SEC on September 12, 2018.
|
|
Exhibit (n) Rule 18f-3 Plan
(Not Applicable)
|
|
Exhibit (o) Reserved
|
|
Exhibit (p) Codes of Ethics
|
|
|
(p)(1)
|
|
ALPS Distributors, Inc. Code of Ethics, dated July 1, 2019, is filed herewith.
|
|
|
(p)(2)
|
|
Janus Henderson Code of Ethics, dated January 1, 2020, is filed herewith.
|
|
Exhibit (q) Power of Attorney
|
|
|
(q)(1)
|
|
Powers of Attorney, dated February 27, 2020, are filed herewith.
|
ITEM 29. Persons Controlled by or Under Common Control with Registrant
In addition to serving as the investment adviser of Janus Detroit Street Trust, Janus Capital Management LLC serves as the investment adviser
of Clayton Street Trust, Janus Aspen Series, and Janus Investment Fund, three registered open-end investment management companies. Additionally, certain officers of Clayton Street Trust and Janus Detroit
Street Trust also serve as officers of Janus Aspen Series and Janus Investment Fund. Nonetheless, Janus Detroit Street Trust takes the position that it is not under common control with such other Trusts because the power residing in the respective
officers arises as a result of an official position with each respective Trust.
4
ITEM 30. Indemnification
A Delaware business trust may provide in its governing instrument for indemnification of its officers and trustees from and against any and
all claims and demands whatsoever. Article IX, Section 2 of the Trust Instrument provides that the Registrant shall indemnify any present or former trustee, member of the Trusts advisory board, officer or employee of the Registrant
(Covered Person) to the fullest extent permitted by law against liability and all expenses reasonably incurred or paid by him in connection with any claim, action, suit or proceeding (Action) in which he becomes involved as a
party or otherwise by virtue of his being or having been a Covered Person and against amounts paid or incurred by him in the settlement thereof, whether or not he is a Covered Person at the time such expenses are incurred. Indemnification will not
be provided to a Covered Person adjudged by a court or other body to be liable to the Registrant or its shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of
his office (Disabling Conduct), or not to have acted in good faith in the reasonable belief that his action was in the best interest of the Registrant. In the event of a settlement, no indemnification may be provided unless there
has been a determination that such Covered Person did not engage in Disabling Conduct (i) by the court or other body approving the settlement; (ii) by at least a majority of those trustees who are neither interested persons, as that term
is defined in the Investment Company Act of 1940 (1940 Act), of the Registrant (Independent Trustees), nor parties to the matter based upon a review of readily available facts (as opposed to a full trial type inquiry); or
(iii) by written opinion of independent legal counsel based upon a review of readily available facts (as opposed to a full trial type inquiry).
Pursuant to Article IX, Section 3 of the Trust Instrument, if any present or former shareholder of any series (Series)
of the Registrant shall be held personally liable solely by reason of his being or having been a shareholder and not because of his acts or omissions or for some other reason, the present or former shareholder (or his or her heirs, executors,
administrators or other legal representatives or in the case of any entity, its general successor) may be entitled out of the assets belonging to the applicable Series to be held harmless from and indemnified against all loss and expense arising
from such liability. The Registrant, on behalf of the affected Series, shall, upon request by such shareholder, assume the defense of any claim made against such shareholder for any act or obligation of the Series and satisfy any judgment thereon
from the assets of the Series.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 (1933 Act)
may be permitted to trustees, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission, such indemnification
is against public policy as expressed in the 1933 Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a trustee,
officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such trustee, officer or controlling person, the Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue.
5
ITEM 31. Business and Other Connections of Investment Adviser
The only business of Janus Capital Management LLC is to serve as the investment adviser and administrator of the Registrant and as investment
adviser or subadviser to several other mutual funds, unregistered investment companies, and for individual, charitable, corporate, private, and retirement accounts. Business backgrounds of the principal executive officers and directors of the
adviser that also hold positions with the Registrant are included under Trustees and Officers in the Statement(s) of Additional Information included in this Registration Statement. Business backgrounds of the principal executive officers
of the investment adviser and their position(s) with the adviser and affiliated entities (in the last two years) are listed in Schedule A of the advisers Form ADV as filed with the Securities and Exchange Commission (File No. 801-13991), dated December 2, 2019, which information from such schedule is incorporated herein by reference.
ITEM 32. Principal Underwriters
(a) ALPS Distributors, Inc. acts as the distributor for the Registrant and the following
investment companies: 1WS Credit Income Fund, 1290 Funds, Aberdeen Standard Investments ETFs, ALPS Series Trust, The Arbitrage Funds, AQR Funds, Axonic Alternative Income Fund, Axonic Funds, Barings Funds Trust, BBH Trust, Bluerock Total Income+
Real Estate Fund, Brandes Investment Trust, Bridge Builder Trust, Broadstone Real Estate Access Fund, Brown Advisory Funds, Brown Capital Management Mutual Funds, CC Real Estate Income Fund, Centre Funds, CION Ares Diversified Credit Fund, Columbia
ETF Trust, Columbia ETF Trust I, Columbia ETF Trust II, CRM Mutual Fund Trust, CSOP ETF Trust, Cullen Funds Trust, DBX ETF Trust, Flat Rock Opportunity Fund, Financial Investors Trust, Firsthand Funds, FS Credit Income Fund, FS Energy Total Return
Fund, FS Series Trust, FS Multi-Alternative Income Fund Goehring & Rozencwajg Investment Funds, Goldman Sachs ETF Trust, Griffin Institutional Access Credit Fund, Griffin Institutional Access Real Estate Fund, Hartford Funds Exchange-Traded
Trust, Hartford Funds NextShares TrustHeartland Group, Inc., Holland Series Fund, Inc., Index Funds, IndexIQ Active ETF Trust, Index IQ ETF Trust, Infusive US Trust, James Advantage Funds, Janus Detroit Street Trust, Lattice Strategies Trust, Litman
Gregory Funds Trust, Longleaf Partners Funds Trust, M3Sixty Funds Trust, Mairs & Power Funds Trust, Meridian Fund, Inc., Natixis ETF Trust, Pax World Series Trust I, Pax World Funds Trust III, Principal Exchange-Traded Funds, Reality Shares
ETF Trust, Resource Credit Income Fund, Resource Real Estate Diversified Income Fund, RiverNorth Funds, Sierra Total Return Fund, Smead Funds Trust, SPDR Dow Jones Industrial Average ETF Trust, SPDR S&P 500 ETF Trust, SPDR S&P MidCap 400 ETF
Trust, Sprott ETF Trust, Stadion Investment Trust, Stone Harbor Investment Funds, Stone Ridge Trust, Stone Ridge Trust II, Stone Ridge Trust III, Stone Ridge Trust IV, Stone Ridge Trust V, USCF ETF Trust, Wasatch Funds, WesMark Funds, Wilmington
Funds and XAI Octagon Credit Trust.
(b) To the best of Registrants knowledge, the
directors and executive officers of ALPS Distributors, Inc., are as follows:
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Name*
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Position with Underwriter
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Bradley J. Swenson
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President, Chief Operating Officer, Director
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Robert J. Szydlowski
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Senior Vice President, Chief Technology Officer
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Eric T. Parsons
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Vice President, Controller and Assistant Treasurer
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Joseph J. Frank**
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Secretary
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Patrick J. Pedonti **
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Vice President, Treasurer and Assistant Secretary
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Richard C. Noyes
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Senior Vice President, General Counsel, Assistant Secretary
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Steven Price
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Senior Vice President, Chief Compliance Officer
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Liza Orr
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Vice President, Senior Counsel
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6
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Name*
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Position with Underwriter
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Jed Stahl
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Vice President, Senior Counsel
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James Stegall
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Vice President
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Gary Ross
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Senior Vice President
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Kevin Ireland
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Senior Vice President
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Mark Kiniry
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Senior Vice President
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Stephen J. Kyllo
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Vice President, Deputy Chief Compliance Officer
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Hilary Quinn
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Vice President
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Jennifer Craig
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Assistant Vice President
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* Except as otherwise noted, the principal business address for each of the above directors and executive
officers is 1290 Broadway, Suite 1000, Denver, Colorado 80203.
** The principal business address for Messrs. Pedonti and Frank is 333 W.
11th Street, 5th Floor, Kansas City, Missouri 64105.
ITEM 33. Location of Accounts and Records
The accounts, books and other documents required to be maintained by Section 31(a) of the Investment Company Act of 1940, as amended, and
the rules promulgated thereunder are maintained by Janus Capital Management LLC, 151 Detroit Street, Denver, Colorado 80206-4805, 720 South Colorado Blvd., Denver, Colorado 80206-1929, and 520 Newport Center Drive, Suite 1420, Newport Beach, CA
92660; Janus Henderson Investors, 17 Old Kings Hwy S, Suite 100, Darien, CT 06820; Iron Mountain, 5151 E. 46th Avenue, Denver, Colorado 80216, 11333 E. 53rd Avenue, Denver, Colorado 80239, and 3576 Moline Street, Aurora, Colorado 80010; State Street
Bank and Trust Company, P.O. Box 0351, Boston, Massachusetts 02117-0351, John Adams Building, 1776 Heritage Drive, North Quincy, Massachusetts 02171, and Josiah Quincy Building, 200 Newport Avenue, North Quincy, Massachusetts 02171; State Street
Corporation, State Street Global Advisors, Inc., State Street Global Markets, LLC, State Street Financial Center, One Lincoln Street, Boston, Massachusetts 02111; State Street Bank and Trust Company (Kansas City), 801 Pennsylvania Avenue, Tower 1,
Kansas City, Missouri 64105; and ALPS Distributors Inc., 1290 Broadway, Suite 1000, Denver, Colorado 80203; BNP Paribas Financial Services, 720 S. Colorado Boulevard, Suite 8005, Denver, CO 80246.
ITEM 34. Management Services
The Registrant has no management-related service contracts that are not discussed in Part A or Part B of this form.
ITEM 35. Undertakings
Not Applicable.
7
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended,
the Registrant certifies that this Post-Effective Amendment to the Registration Statement meets all the requirements for effectiveness pursuant to Rule 485(b) of the Securities Act of 1933, as amended, and the Registrant has duly caused this
Post-Effective Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, and State of Colorado, on the 27th day of February, 2020.
JANUS DETROIT STREET TRUST
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By:
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/s/ Bruce L. Koepfgen
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Bruce L. Koepfgen, President and
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Chief Executive Officer
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Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration
Statement has been signed below by the following person(s) in the capacities and on the dates indicated.
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Signature
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Title
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Date
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/s/ Bruce L. Koepfgen
Bruce L. Koepfgen
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President and Chief Executive Officer
(Principal Executive Officer)
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February 27, 2020
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/s/ Jesper Nergaard
Jesper Nergaard
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Vice President, Chief Financial Officer, Treasurer and Principal Accounting Officer (Principal Financial Officer and Principal Accounting Officer)
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February 27, 2020
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Clifford J. Weber*
Clifford J. Weber
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Chairman and Trustee
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February 27, 2020
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Maureen T. Upton*
Maureen T. Upton
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Trustee
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February 27, 2020
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Jeffrey B. Weeden*
Jeffrey B. Weeden
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Trustee
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February 27, 2020
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Richard C. Hoge*
Richard C. Hoge
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Trustee
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February 27, 2020
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/s/ Jesper Nergaard
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*By:
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Jesper Nergaard
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Attorney-in-Fact
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*Powers of Attorney are filed herewith as Exhibit (q)(1).
EXHIBIT INDEX
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Exhibit No.
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Exhibit
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(j)(1)
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Consent of Independent Registered Public Accounting Firm
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(p)(1)
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ALPS Distributors, Inc. Code of Ethics, dated July 1, 2019
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(p)(2)
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Janus Henderson Code of Ethics, dated January 1, 2020
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(q)(1)
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Powers of Attorney, dated February 27, 2020
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