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

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46. For shareholder proposals outside the scope of the Guidelines, Janus will solicit additionalresearch and a recommendation from the Proxy Voting Service. Janus will always reserve theright to over-ride a recommendation provided by the Proxy Voting Service.** All discretionary votes of this nature are cast solely in the interests of shareholders and withoutregard to any other Janus relationship, business or otherwise.AMERICAN CENTURY INVESTMENTSPROXY VOTING POLICIESAmerican Century Investment Management, Inc. and American Century Global Investment Management,Inc. (collectively, the “Adviser”) are the investment managers for a variety of clients, including the AmericanCentury family of mutual funds. As such, the Adviser has been delegated the authority to vote proxies withrespect to investments held in the accounts it manages. The following is a statement of the proxy votingpolicies that have been adopted by the Adviser.General PrinciplesIn voting proxies, the Adviser is guided by general fiduciary principles. It must act prudently, solely in theinterest of our clients, and for the exclusive purpose of providing benefits to them. The Adviser will attemptto consider all factors of its vote that could affect the value of the investment. We will not subordinate theinterests of clients in the value of their investments to unrelated objectives. In short, the Adviser will voteproxies in the manner that we believe will do the most to maximize shareholder value.Specific Proxy MattersA. Routine Matters1. Election of Directorsa. Generally. The Adviser will generally support the election of directors that result in a boardmade up of a majority of independent directors. In general, the Adviser will vote in favor ofmanagement's director nominees if they are running unopposed. The Adviser believes thatmanagement is in the best possible position to evaluate the qualifications of directors and theneeds and dynamics of a particular board. The Adviser of course maintains the ability to voteagainst any candidate whom it feels is not qualified. For example, we will generally vote formanagement’s director nominees unless there are specific concerns about the individual, such ascriminal wrongdoing or breach of fiduciary responsibilities. Conversely, we will vote againstindividual directors if they do not provide an adequate explanation for repeated absences atboard meetings. When management's nominees are opposed in a proxy contest, the Adviser willevaluate which nominees' publicly-announced management policies and goals are most likely tomaximize shareholder value, as well as the past performance of the incumbents. In cases wherethe Adviser’s clients are significant holders of a company’s voting securities, management’srecommendations will be reviewed with the client or an appropriate fiduciary responsible for theclient (e.g., a committee of the independent directors of a fund, the trustee of a retirement plan).b. Committee Service. The Adviser will withhold votes for non-independent directors who serve onthe audit, compensation and/or nominating committees of the board.c. Classification of Boards. The Adviser will support proposals that seek to declassify boards.Conversely, the Adviser will oppose efforts to adopt classified board structures.d. Majority Independent Board. The Adviser will support proposals calling for a majority ofindependent directors on a board. We believe that a majority of independent directors can helpsto facilitate objective decision making and enhances accountability to shareholders.e. Withholding Campaigns. The Adviser will support proposals calling for shareholders towithhold votes for directors where such actions will advance the principles set forth inparagraphs (a) through (d) above.B-138
2. Ratification of Selection of AuditorsThe Adviser will generally rely on the judgment of the issuer’s audit committee in selecting theindependent auditors who will provide the best service to the company. The Adviser believes thatindependence of the auditors is paramount and will vote against auditors whose independenceappears to be impaired. We will vote against proposed auditors in those circumstances where (1) anauditor has a financial interest in or association with the company, and is therefore not independent;(2) non-audit fees comprise more than 50% of the total fees paid by the company to the audit firm; or(3) there is reason to believe that the independent auditor has previously rendered an opinion to theissuer that is either inaccurate or not indicative of the company's financial position.B. Equity-Based Compensation PlansThe Adviser believes that equity-based incentive plans are economically significant issues uponwhich shareholders are entitled to vote. The Adviser recognizes that equity-based compensationplans can be useful in attracting and maintaining desirable employees. The cost associated with suchplans must be measured if plans are to be used appropriately to maximize shareholder value. TheAdviser will conduct a case-by-case analysis of each stock option, stock bonus or similar plan oramendment, and generally approve management's recommendations with respect to adoption of oramendments to a company's equity-based compensation plans, provided that the total number ofshares reserved under all of a company's plans is reasonable and not excessively dilutive.The Adviser will review equity-based compensation plans or amendments thereto on a case-by-casebasis. Factors that will be considered in the determination include the company's overallcapitalization, the performance of the company relative to its peers, and the maturity of the companyand its industry; for example, technology companies often use options broadly throughout itsemployee base which may justify somewhat greater dilution.Amendments which are proposed in order to bring a company's plan within applicable legalrequirements will be reviewed by the Adviser's legal counsel; amendments to executive bonus plansto comply with IRS Section 162(m) disclosure requirements, for example, are generally approved.The Adviser will generally vote against the adoption of plans or plan amendments that:• provide for immediate vesting of all stock options in the event of a change of control of thecompany (see "Anti-Takeover Proposals" below);• reset outstanding stock options at a lower strike price unless accompanied by acorresponding and proportionate reduction in the number of shares designated. The Adviserwill generally oppose adoption of stock option plans that explicitly or historically permitrepricing of stock options, regardless of the number of shares reserved for issuance, sincetheir effect is impossible to evaluate;• establish restriction periods shorter than three years for restricted stock grants;• do not reasonably associate awards to performance of the company; and• are excessively dilutive to the company.C. Anti-Takeover ProposalsIn general, the Adviser will vote against any proposal, whether made by management or shareholders, whichthe Adviser believes would materially discourage a potential acquisition or takeover. In most cases anacquisition or takeover of a particular company will increase share value. The adoption of anti-takeovermeasures may prevent or frustrate a bid from being made, may prevent consummation of the acquisition, andmay have a negative effect on share price when no acquisition proposal is pending. The items below discussspecific anti-takeover proposals.1. Cumulative VotingThe Adviser will vote in favor of any proposal to adopt cumulative voting and will vote against anyproposal to eliminate cumulative voting that is already in place, except in cases where a company hasa staggered board. Cumulative voting gives minority shareholders a stronger voice in the companyand a greater chance for representation on the board. The Adviser believes that the elimination ofcumulative voting constitutes an anti-takeover measure.B-139
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APPENDIX F - Proxy Voting Policies
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stocks that make up that index. Str
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Interest rate swaps do not involve
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the Adviser or Sub-Adviser will not
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Forward Contracts. The Portfolios m
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principal amount as the call writte
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Options on Foreign Currencies. The
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securities. The issuers of the unde
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the former pools. However, timely p
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CMO residuals are generally purchas
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utilize the underlying assets may r
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include range floaters which are a
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par unless the price of the underly
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to changes in interest rates genera
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corresponding floaters. The underly
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A Portfolio will not enter into suc
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egulations. The presence of an issu
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Portfolio TurnoverPortfolio turnove
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The ability of the Portfolio to ach
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Advisors, LLC, in accordance with t
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OWNERSHIP OF SHARES OF THE FUNDAll
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on the next $50 million, 0.50% on t
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Independent Registered Public Accou
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Name of Portfolio 2008 2007 2006Int
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Broker High Yield Bond BalancedAsse
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and cost of trade execution of Port
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Effective April 30, 2008, the Fund
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TAXES AND DIVIDENDSEach Portfolio i
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APPENDIX A - Credit RatingsDescript
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F2Good credit quality. A satisfacto
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. Moody’s Commercial Paper (short
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Plus (+) or minus (-)The ratings fr
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APPENDIX B - Directors and Officers
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Name, Address, andYear of BirthDavi
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APPENDIX C - Ownership of Shares of
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SMALL CAP VALUE PORTFOLIOGeneral Ac
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APPENDIX D - Portfolio ManagersOthe
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PortfolioManager(s)FundRegisteredIn
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Compensation of Portfolio ManagersM
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Page 92 and 93: PortfolioPortfolio Manager(s)Dollar
Page 94 and 95: On August 25, 2005, the Court enter
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Page 104 and 105: Amend Quorum RequirementsVote propo
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Page 136 and 137: 15. Janus will generally vote in fa
Page 140 and 141: 2. Staggered BoardIf a company has
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Page 144 and 145: APPENDIX G - Portfolio Holdings Dis
Page 146: ICP Securities LLCIntermonte Securi
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B-1 STATEMENT OF ADDITIONAL INFORMATION Dated May 1 ...

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