[Federal Register Volume 60, Number 183 (Thursday, September 21, 1995)]
[Notices]
[Pages 49035-49038]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 95-23379]



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SECURITIES AND EXCHANGE COMMISSION
[Rel. No. IC-21361; 812-9630]


Janus Investment Fund, et al.; Notice of Application

September 14, 1995.
AGENCY: Securities and Exchange Commission (``SEC'').

ACTION: Notice of application for exemption Under the Investment 
Company Act of 1940 (the ``Act'').

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APPLICANTS: Janus Investment Fund, Janus Aspen Series, Janus Service 
Corporation (``JSC''), and Janus Capital Corporation (``Janus 
Capital'').

RELEVANT ACT SECTION: Order requested under section 17(d) of the Act 
and rule 17d-1 thereunder.

SUMMARY OF APPLICATION: Applicants request an order to permit the 
series of certain investment companies and certain private accounts to 
deposit their uninvested cash balances in one or more joint accounts to 
be used to enter into short-term investments.


[[Page 49036]]

FILING DATES: The application was filed on June 19, 1995, and amended 
on August 31, 1995.

HEARING OR NOTIFICATION OF HEARING: An order granting the application 
will be issued unless the SEC orders a hearing. Interested persons may 
request a hearing by writing to the SEC's Secretary and serving 
applicant with a copy of the request, personally or by mail. Hearing 
requests should be received by the SEC by 5:30 p.m. on October 10, 
1995, and should be accompanied by proof of service on applicant in the 
form of an affidavit or, for lawyers, a certificate of service. Hearing 
requests should state the nature of the writer's interest, the reason 
for the request, and the issues contested. Persons who wish to be 
notified of a hearing may request notification by writing to the SEC's 
Secretary.

ADDRESSES: Secretary, SEC, 450 5th Street, NW., Washington, DC 20549. 
Applicants, 100 Fillmore Street, Suite 300, Denver, CO 80206-4923.

FOR FURTHER INFORMATION CONTACT:
James M. Curtis, Senior Counsel, at (202) 942-0563, or Robert A. 
Robertson, Branch Chief, (202) 942-0564 (Office of Investment Company 
Regulation, Division of Investment Management).

SUPPLEMENTARY INFORMATION: The following is a summary of the 
application. The complete application may be obtained for a fee at the 
SEC's Public Reference Branch.

Applicants' Representations

    1. Janus Investment Fund and Janus Aspen Series are open-end 
management investment companies comprised of multiple series. Janus 
Investment Fund is organized as a Massachusetts business trust, and 
Janus Aspen Series is organized as a Delaware business trust. Janus 
Capital serves as investment adviser to each Fund and provides the 
Funds with certain administrative services. JSC is a wholly-owned 
subsidiary of Janus Capital and serves as shareholder servicing and 
dividend paying agent of Janus Investment Fund and Janus Aspen Series.
    2. Applicants request that any relief granted also apply to any 
present or future registered investment companies that are advised by 
Janus Capital, or any entity controlling, controlled by, or under 
common control with Janus Capital (the ``Funds''); individual, 
corporate, charitable, and retirement accounts for which Janus Capital 
serves as investment adviser (the ``Private Accounts''); any entity 
controlling, controlled by, or under common control with JSC that 
serves as shareholder servicing agent or dividend paying agent for any 
of the Funds; and any entity controlling, controlled by, or under 
common control with Janus Capital that serves as investment adviser to 
any of the Funds. All Funds that currently intend to rely on the 
requested order are named as applicants.
    3. At the end of each trading day, the Funds and Private Accounts 
have uninvested cash balances in their accounts at their respective 
custodian banks that would not otherwise be invested in portfolio 
securities by Janus Capital. Generally such cash balances are invested 
in short-term liquid assets such as commercial paper or U.S. Treasury 
bills. Cash balances may also be invested in shares of the money market 
series of Janus Investment Fund or Janus Aspen Series.\1\

    \1\An SEC exemptive order permits Funds advised by Janus Capital 
to invest their cash balances in shares of certain affiliated money 
market series. See Janus Investment Fund, Investment Company Act 
Release Nos. 21042 (May 4, 1995) (notice) and 21103 (May 31, 1995) 
(order).
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    4. JSC, in its capacity as shareholder servicing and dividend 
paying agent, maintains certain accounts in its name on behalf of the 
Funds at a variety of banks.
    5. Applicants propose to deposit uninvested cash balances of the 
Funds and Private Accounts that remain at the end of the trading day, 
as well as cash for investment purposes, into one or more joint 
accounts (the ``Joint Accounts'') and to invest the daily balance of 
the Joint Accounts in: (a) Repurchase agreements collateralized by U.S. 
government securities (as defined in the Act) or by First Tier 
Securities (as defined in rule 2a-7 under the Act); (b) interest-
bearing or discounted commercial paper, including dollar denominated 
commercial paper of foreign issuers; and (c) any other short-term money 
market instruments, including variable rate demand notes and other tax-
exempt money market instruments, that constitute ``Eligible 
Securities'' (as defined in rule 2a-7 under the Act) (collectively, 
``Short-Term Investments''). JSC, in its capacity as shareholder 
servicing and dividend paying agent, may also deposit cash in the Joint 
Accounts. JSC, Funds, and Private Accounts that are eligible to 
participate in a Joint Account and that elect to participate in such 
Account are collectively referred to as ``Participants.''
    6. Janus Capital has discretion to purchase and sell securities for 
the Private Accounts in accordance with each Private Account's 
investment objectives, policies, and restrictions. At this time, no 
Private Account has determined whether it will be able or willing to 
participate in a Joint application.
    7. A Participant's decision to use a Joint Account would be based 
on the same factors as its decision to make any other short-term liquid 
investment. The sole purpose of the Joint Accounts would be to provide 
a convenient means of aggregating what otherwise would be one or more 
daily transactions for some or all Participants necessary to manage 
their respective daily account balances.
    8. Janus Capital will be responsible for investing funds held by 
the Joint Accounts, establishing accounting and control procedures, and 
ensuring fair treatment of Participants. Janus Capital will manage 
investments in the Joint Accounts in essentially the same manner as if 
it had invested in such instruments on an individual basis for each 
Fund or Private Account.
    9. Any repurchase agreements entered into through the joint account 
will comply with the terms of Investment Company Act Release No. 13005 
(February 2, 1983). Applicants acknowledge that they have a continuing 
obligation to monitor the SEC's published statements on repurchase 
agreements, and represent that repurchase agreement transactions will 
comply with future positions of the SEC to the extent that such 
positions set forth different or additional requirements regarding 
repurchase agreements. In the event that the SEC sets forth guidelines 
with respect to other Short-Term Investments, all such investments made 
through the Joint Account will comply with those guidelines.

Applicants' Legal Analysis

    1. Section 17(d) of the Act and rule 17d-1 thereunder prohibit an 
affiliated person of a registered investment company, or an affiliated 
person of such a person, from participating in any joint enterprise or 
arrangement in which such investment company is a participant, without 
an SEC order.
    2. The Participants, by participating in the proposed Joint 
Account, and Janus Capital, by managing the proposed Joint Account, 
could be deemed to be ``joint participants'' in a transaction within 
the meaning or section 17(d) of the Act. In addition, the proposed 
Joint Account could be deemed to be a ``joint enterprise or other joint 
arrangement'' within the meaning of rule 17d-1.
    3. Although Janus Capital will realize some benefits through 
administrative convenience and some possible reduction in clerical 
costs, the Participants will be the primary beneficiaries of the Joint 
Accounts 

[[Page 49037]]
because the account may result in higher returns and would be a more 
efficient means of administering daily cash investments.
    4. Applicants believe that no Participants will be in a less 
favorable position as a result of the Joint Accounts. Each 
Participant's investment in a Joint Account would not be subject to the 
claims of creditors, whether brought in bankruptcy, insolvency, or 
other legal proceeding, of any other Participant. Each Participant's 
liability on any Short-Term Investment will be limited to its interest 
in such investment; no Participant will be jointly liable for the 
investments of any other Participant.
    5. Participants may earn a higher rate of return on investments 
through the Joint Accounts relative to the returns they could earn 
individually. Under most market conditions, it is generally possible to 
negotiate a rate of return on larger repurchase agreements and other 
Short-Term Investments that is higher than the rate available on 
smaller repurchase agreements and other Short-Term Investments. The 
Joint Account also may increase the number of dealers and issuers 
willing to enter into Short-Term Investments with such Participants and 
may reduce the possibility that their cash balances remain uninvested.
    6. The Joint Accounts may result in certain administrative 
efficiencies and a reduction of the potential for errors by reducing 
the number of trade tickets and cash wires that must be processed by 
the sellers of Short-Term Investments, the Participants' custodians and 
Janus Capital's accounting and trading departments. For the reasons set 
forth above, applicants believe that granting the requested order is 
consistent with the provisions, policies, and purposes of the Act and 
the intention of rule 17d-1.

Applicants' Conditions

    Applicants will comply with the following procedures as conditions 
to any other granted by the SEC:
    1. The Joint Accounts will not be distinguishable from any other 
accounts maintained by Participants at their custodians except that 
monies from Participants will be deposited in the Joint Account on a 
commingled basis. The Joint Accounts will not have a separate existence 
and will not have indicia of a separate legal entity. The sole function 
of the Joint Accounts will be to provide a convenient way of 
aggregating individual transactions which would otherwise require daily 
management by Janus Capital of uninvested cash balances.
    2. Cash in the Joint Accounts will be invested in one or more of 
the following, as directed by Janus Capital: (a) Repurchase agreements 
``collateralized fully'' as defined in rule 2a-7 under the Act; (b) 
interest-bearing or discounted commercial paper, including dollar 
denominated commercial paper of foreign issuers; and (c) any other 
short-term money market instruments, including variable rate demand 
notes and other tax-exempt money market instruments, that constitute 
``Eligible Securities'' (as defined in rule 2a-7 under the Act). Short-
Term Investments that are repurchase agreements would have a remaining 
maturity of 60 days or less and other Short-Term Investments would have 
a remaining maturity of 90 days or less, each as calculated in 
accordance with rule 2a-7 under the Act.
    3. All assets held in the Joint Accounts would be valued on an 
amortized cost basis to the extent permitted by applicable SEC 
releases, rules, or orders.
    4. Each Participant that is a registered investment company valuing 
its net assets in reliance on rule 2a-7 under the Act will use the 
average maturity of the instruments in the Joint Account in which such 
Participant has an interest (determined on a dollar weighted basis) for 
the purpose of computing its average portfolio maturity with respect to 
its portion of the assets held in a Joint Account on that day.
    5. In order to assure that there will be no opportunity for any 
Participant to use any part of a balance of a Joint Account credited to 
another Participant, no Participant will be allowed to create a 
negative balance in any Joint Account for any reason, although each 
Participant would be permitted to draw down its entire balance at any 
time. Each Participant's decision to invest in a Joint Account would be 
solely at its option, and no Participant will be obligated to invest in 
the Joint Account or to maintain any minimum balance in the Joint 
Account. In addition, each Participant will retain the sole rights of 
ownership to any of its assets invested in the Joint Account, including 
interest payable on such assets invested in the Joint Account.
    6. Janus Capital will administer the investment of cash balances in 
and operation of the Joint Accounts as part of its general duties under 
its advisory agreements with Participants and will not collect any 
additional or separate fees for advising any Joint Account.
    7. The administration of the Joint Accounts would be within the 
fidelity bond coverage required by section 17(g) of the Act and rule 
17g-1 thereunder.
    8. The Trustees of the Funds will adopt procedures pursuant to 
which the Joint Accounts will operate, which will be reasonably 
designed to provide that the requirements of the application will be 
met. The Trustees will make and approve such changes as they deem 
necessary to ensure that such procedures are followed. In addition, the 
Trustees will determine, no less frequently than annually, that the 
Joint Accounts have been operated in accordance with the proposed 
procedures.
    9. Any Short-Term Investments made through the Joint Accounts will 
satisfy the investment criteria of all Participants in that investment.
    10. Each Participant's investment in a Joint Account will be 
documented daily on the books of each Participant and the books of its 
custodian. Each Participant will maintain records (in conformity with 
Section 31 of the Act and the rules thereunder) documenting for any 
given day, its aggregate investment in a Joint Account and its pro rata 
share of each Short-Term Investment made through such Joint Account. 
Each Participant that is not a registered investment company or 
registered investment adviser will make available to the SEC, upon 
request, such books and records with respect to its participation in a 
Joint Account.
    11. Every Participant in the Joint Accounts will not necessarily 
have its cash invested in every Short-Term Investment. However, to the 
extent that a Participant's cash is applied to a particular Short-Term 
Investment, the Participant will participate in and own its 
proportionate share of such Short-Term Investment, and any income 
earned or accrued thereon, based upon the percentage of such investment 
purchased with monies contributed by the Participant.
    12. Short-Term Investments held in a Joint Account generally will 
not be sold prior to maturity except if: (a) Janus Capital believes the 
investment no longer presents minimal credit risks; (b) the investment 
no longer satisfies the investment criteria of all Participants in the 
investment because of a downgrading or otherwise; or (c) in the case of 
a repurchase agreement, the counterparty defaults. Janus Capital may, 
however, sell any Short-Term Investment (or any fractional portion 
thereof) on behalf of some or all Participants prior to the maturity of 
the investment if the cost of such transactions will be borne solely by 
the selling Participants and the transaction will not adversely affect 
other 

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Participants. Each Participant in a Joint Account will be deemed to 
have consented to such sale and partition of the investments in the 
Joint Account.
    13. Short-Term Investments held through a Joint Account with a 
remaining maturity of more than seven days, as calculated pursuant to 
rule 2a-7 under the Act, will be considered illiquid and, for any 
Participant that is an open-end investment company registered under the 
Act, subject to the restriction that the fund may not invest more than 
15% (or such other percentage as set forth by the SEC from time to 
time) of its net assets in illiquid securities, if Janus Capital cannot 
sell the instrument, or the fund's fractional interest in such 
instrument, pursuant to the preceding condition.

    For the SEC, by the Division of Investment Management, under 
delegated authority.
Margaret M. McFarland,
Deputy Secretary.
[FR Doc. 95-23379 Filed 9-20-95; 8:45 am]
BILLING CODE 8010-01-M