B-1 STATEMENT OF ADDITIONAL INFORMATION Dated May 1 ...

criteria provided by the Proxy Voting Service to measure the reasonableness of the proposedshare increase as compared against a measure of industry peers. For foreign issuer proxies, Januswill solicit research from the Proxy Voting Service.31. Janus will evaluate proposals regarding the issuance of debt, including convertible debt, on acase-by-case basis. *32. Janus will generally vote in favor of proposals regarding the authorization of the issuer’s Board ofDirectors to repurchase shares.33. Janus will evaluate plans of reorganization on a case-by-case basis. *34. Janus will generally vote in favor of proposals regarding changes in the state of incorporation ofan issuer.35. Janus will generally vote in favor of proposals regarding changes in company name.36. Janus will evaluate proposals relating to the continuance of a company on a case-by-case basis. *37. Janus will evaluate proposals regarding acquisitions, mergers, tender offers or changes in controlon a case-by-case basis. *38. Janus will generally oppose proposals to authorize preferred stock whose voting, conversion,dividend and other rights are determined at the discretion of the Board of Directors when thestock is issued (“blank check stock”).39. Janus will generally vote in favor of proposals to lower the barriers to shareholder action (i.e.,limited rights to call special meetings, limited rights to act by written consents).40. Janus will generally vote in favor of proposals to adopt cumulative voting unless otherwiserecommended by the Proxy Voting Service.41. Janus will generally vote in favor of proposals to require that voting be confidential.42. Janus will generally oppose proposals requesting authorization of political contributions (mainlyforeign).43. Janus will generally vote in favor of proposals relating to the administration of an annualshareholder meeting.44. Janus will vote against proposals to approve “other business” when it appears as voting item.Shareholder ProposalsJanus Capital is primarily concerned with the economic impact of shareholder proposals on acompany’s short and long-term share value. Janus will generally apply the Guidelines to shareholderproposals while weighing the following considerations:45. Janus will generally abstain from voting on shareholder proposals that relate to social, moral orethical issues, or issues that place arbitrary constraints on the board or management of acompany.B-137